EXHIBIT 4.17


 


SECOND SUPPLEMENTAL INDENTURE


 


Dated as of March 1, 2010


 


THIS
SECOND SUPPLEMENTAL INDENTURE to the Indenture referred to below is dated as of
March 1, 2010 (this “Second Supplemental Indenture”) between CENTRAL
ILLINOIS PUBLIC SERVICE COMPANY, an Illinois corporation (the “Company”), and
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as successor trustee to The
Bank of New York (the “Trustee”).


 


The
Company and the Trustee are parties to an Indenture, dated as of December 1,
1998 (the “Indenture”), providing, among other things, for the issuance from
time to time of the Company’s Notes.


 


The
Indenture was supplemented by the First Supplemental Indenture dated as of June 14,
2006.


 


$60,000,000
aggregate principal amount of the Company’s 6.125% Senior Notes due 2028 were
authenticated and delivered pursuant to the Company Order dated December 22,
1998 and remain outstanding as of the date hereof.


 


$150,000,000
aggregate principal amount of the Company’s 6.625% Senior Notes due 2011 were
authenticated and delivered pursuant to the Company Order dated June 13,
2001 and remain outstanding as of the date hereof.


 


$61,500,000
aggregate principal amount of the Company’s 6.70% Senior Secured Notes due 2036
were authenticated and delivered pursuant to the Company Order dated June 14,
2006 and remain outstanding as of the date hereof.


 


Pursuant
to Section 13.01 of the Indenture, the Company, when authorized by Board
Resolution, and the Trustee may enter into an indenture supplemental to the
Indenture for one or more of the purposes set forth in such Section 13.01
without the consent of the Holders of any of the Notes at the time outstanding,
including to make such provision in regard to matters or questions arising
under the Indenture as may be necessary or desirable, and not inconsistent with
the Indenture or prejudicial to the interests of the holders in any material
respect, for the purpose of supplying any omission, curing any ambiguity, or
curing, correcting or supplementing any defective or inconsistent provision.


 


The
Company has directed the Trustee to execute and deliver this Second
Supplemental Indenture in accordance with the terms of the Indenture.


 


All
things necessary to make this Second Supplemental Indenture the legal, valid
and binding obligation of the Company have been done.


 


In
consideration of the foregoing premises, the parties mutually agree as follows
for the benefit of each other and for the equal and ratable benefit of the
Holders of the Notes:


 


ARTICLE I


 


DEFINITIONS


 


Section 1.1            
Definitions. Except as otherwise defined herein, capitalized terms
defined in the Indenture are used herein as therein defined.


 

















 


ARTICLE II


 


AMENDMENT TO INDENTURE


 


Section 2.1            
Amendments to Section 6.07(a) of the Indenture. On and after
the date hereof, Section 6.07(a) of the Indenture shall be amended (A) by
adding the following parenthetical at the end of clause (ii) of such
section: “(which Liens may extend to Operating Property acquired, constructed,
developed, repaired, altered or improved after such merger, consolidation,
sale, lease or disposition if required by the terms of the mortgage, security
agreement or other instrument creating such Lien; provided that such Liens may
not extend to Operating Property owned by the Company immediately prior to such
merger, consolidation, sale, lease or disposition)”; and (B) by adding the
following parenthetical after the words “for any such purpose” in clause (iii) of
such section: “(including the costs of incurring such Debt)”.


 


Section 2.2            
Receipt by Trustee. In accordance with Section 13.05 of the
Indenture, the parties acknowledge that the Trustee has received an Officers’
Certificate and an Opinion of Counsel as conclusive evidence that this Second
Supplemental Indenture complies with the requirements of Article XIII of
the Indenture.


 


ARTICLE III


 


MISCELLANEOUS


 


Section 3.1            
Parties. Nothing
expressed or mentioned herein is intended or shall be construed to give any
Person, other than the Holders and the Trustee, any legal or equitable right,
remedy or claim under or in respect of this Second Supplemental Indenture or
the Indenture or any provision herein or therein contained.


 


Section 3.2            
Governing Law. This Second Supplemental Indenture shall be governed by
and deemed to be a contract under, and construed in accordance with, the laws
of the State of New York, and for all purposes shall be construed in accordance
with the laws of said State without regard to conflicts of law principles
thereof.


 


Section 3.3            
Ratification of Indenture; Second Supplemental Indenture Part of
Indenture. Except as expressly supplemented hereby, the Indenture is in all
respects ratified and confirmed and all the terms, conditions, and provisions
thereof shall remain in full force and effect. This Second Supplemental
Indenture shall form a part of the Indenture for all purposes, and every Holder
of Notes heretofore or hereafter authenticated and delivered shall be bound
hereby. The Trustee makes no representation or warranty as to the validity or
sufficiency of this Second Supplemental Indenture.


 


Section 3.4            
Multiple Originals. The parties may sign any number of copies of this
Second Supplemental Indenture. Each signed copy shall be an original, but all
of them shall represent the same agreement.


 


Section 3.5            
Headings. The headings of the Articles and Sections of this Second
Supplemental Indenture have been inserted for convenience of reference only,
are not intended to be considered a part hereof and shall not modify or
restrict any of the terms or provisions hereof.


 


Section 3.6            
Trustee. The Trustee makes no representations as to the validity or
sufficiency of this Second Supplemental Indenture.  The recitals and statements herein are deemed
to be those of the Company and not of the Trustee.


 


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IN
WITNESS WHEREOF, the parties hereto have caused this Second Supplemental
Indenture to be duly executed as of the date first written above.


 


	
   

  	
  Central Illinois Public
  Service Company

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Jerre E. Birdsong

  
	
   

  	
   

  	
  Name:

  	
  Jerre E. Birdsong

  
	
   

  	
   

  	
  Title:

  	
  Vice President and
  Treasurer

  
	
   

  	
   

  	
   

  
	
   

  	
  The Bank of New York
  Mellon Trust Company, N.A.,

  
	
   

  	
  as
  Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
  /s/ Mary E. Marler

  
	
   

  	
   

  	
  Name:

  	
  Mary E. Marler

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  



 


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