Exhibit 4(k)


 


EXECUTION COPY


 


REGISTRATION
RIGHTS AGREEMENT


 


THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”)
is made and entered into as of October 23, 2008 by and among Illinois
Power Company, d/b/a AmerenIP, an Illinois corporation (the “Company”), and the
Initial Purchasers (as hereinafter defined).


 


This Agreement is made pursuant to the Purchase
Agreement dated October 20, 2008 (the “Purchase Agreement”), by and
between the Company, as issuer of $400,000,000 aggregate principal amount of
9.75% Senior Secured Notes due 2018 (the “Notes”), and the Initial Purchasers,
which provides for, among other things, the sale by the Company to the Initial
Purchasers of the aggregate principal amount of Notes specified therein.  In order to induce the Initial Purchasers to
enter into the Purchase Agreement, the Company has agreed to provide to the
Initial Purchasers and their direct and indirect transferees the registration
rights set forth in this Agreement.  The
execution and delivery of this Agreement is a condition to the closing under
the Purchase Agreement.


 


In consideration of the foregoing, the parties hereto
agree as follows:


 


1.                                      Definitions.      As used in this Agreement, the following
capitalized defined terms shall have the following meanings:


 


“Additional Interest”
shall have the meaning set forth in Section 2(e)(i) hereof.


 


“Advice” shall have the
meaning set forth in the last paragraph of Section 3 hereof.


 


“Affiliate” has the
meaning given to that term in Rule 405 under the Securities Act or any
successor rule thereunder.


 


“Agreement” shall have
the meaning set forth in the preamble to this Agreement.


 


“Applicable Period” shall
have the meaning set forth in Section 3(u) hereof.


 


“Business Day” shall mean
any day other than a Saturday, a Sunday, or a day on which banking institutions
in The City of New York are authorized or required by law or executive order to
remain closed or a day on which the corporate trust office of the Trustee is
closed for business.


 


“Closing Date” shall mean
October 23, 2008, the initial date of delivery of the Notes from the
Company to the Initial Purchasers.


 


“Company” shall have the
meaning set forth in the preamble to this Agreement and also includes the
Company’s successors and permitted assigns.


 


“Depositary” shall mean
The Depository Trust Company, or any other depositary appointed by the Company;
provided, however, that such depositary
must have an address in the Borough of Manhattan, The City of New York.


 

















 


“Effectiveness Period”
shall have the meaning set forth in Section 2(b) hereof.


 


“Exchange Act” shall mean
the Securities Exchange Act of 1934, as amended from time to time.


 


“Exchange Notes” shall
mean the 9.75% Senior Secured Notes due 2018 issued by the Company under the
Indenture containing terms identical in all material respects to the Notes
(except that (i) interest thereon shall accrue from the last date on which
interest was paid or duly provided for on the Notes or, if no such interest has
been paid, from the date of their original issue, (ii) they will not contain
terms with respect to transfer restrictions under the Securities Act, and (iii) except
for Exchange Notes held by Participating Broker-Dealers, they will not provide
for any Additional Interest thereon).


 


“Exchange Offer” shall
mean the offer by the Company to the Holders to exchange all of the Registrable
Notes held by each such Holder for a like amount of Exchange Notes pursuant to Section 2(a) hereof.


 


“Exchange Offer
Registration” shall mean a registration under the Securities Act effected
pursuant to Section 2(a) hereof.


 


“Exchange Offer
Registration Statement” shall mean an exchange offer registration statement on Form S-4
(or, if applicable, on another appropriate form), and all amendments and
supplements to such registration statement, in each case including the
Prospectus contained therein, all exhibits thereto and all documents
incorporated by reference therein.


 


“Exchange Period” shall
have the meaning set forth in Section 2(a) hereof.


 


“FINRA”
shall mean the Financial Industry Regulatory Authority, Inc.


 


“Holder” shall mean any
Initial Purchaser, for so long as it owns any Registrable Notes, and each of
its successors, assigns and direct and indirect transferees who become
registered owners of Registrable Notes under the Indenture.


 


“Indenture” shall mean
the Indenture dated as of June 1, 2006 between the Company and the Trustee
(including the terms of the Notes to be set forth in an order of the Company
thereunder), as the same may be amended or supplemented from time to time in
accordance with the terms thereof.


 


“Initial Purchasers”
shall mean Barclays Capital Inc., J.P. Morgan Securities Inc. and UBS
Securities LLC.


 


“Inspectors” shall have
the meaning set forth in Section 3(p) hereof.


 


“Majority Holders” shall
mean the Holders of a majority of the aggregate principal amount of outstanding
Notes or Exchange Notes, as the case may be.


 


“Notes” shall have the
meaning set forth in the preamble to this Agreement.


 


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“Participating
Broker-Dealer” shall have the meaning set forth in Section 3(u) hereof.


 


“Person” shall mean an
individual, partnership, corporation, trust or unincorporated organization,
limited liability company, or a government or agency or political subdivision
thereof or other legal entity.


 


“Prospectus” shall mean
the prospectus included in a Registration Statement, including any preliminary
prospectus, and any such prospectus as amended or supplemented by any
prospectus supplement, including a prospectus supplement with respect to the
terms of the offering of any portion of the Registrable Notes covered by a
Shelf Registration Statement, and by all other amendments and supplements to a
prospectus, including post-effective amendments, and in each case including all
documents incorporated by reference therein.


 


“Purchase Agreement”
shall have the meaning set forth in the preamble to this Agreement.


 


“Records” shall have the
meaning set forth in Section 3(p) hereof.


 


“Registrable Notes” shall
mean the Notes, until the earliest to occur of (a) the date on which any
Note has been exchanged by a Person other than a Participating Broker-Dealer
for Exchange Notes in the Exchange Offer, (b) following the exchange by a
Participating Broker-Dealer in the Exchange Offer of any Note for one or more
Exchange Notes, the date on which such Exchange Notes are sold to a purchaser
in accordance with the Exchange Offer Registration Statement, (c) the date
on which any Note has been registered under the Securities Act and disposed of
in accordance with the Shelf Registration Statement and (d) the date on
which any Note is eligible to be distributed to the public pursuant to Rule 144
under circumstances in which any legend borne by such Note relating to
restrictions on transferability thereof, under the Securities Act or otherwise,
is or will be removed by the Company pursuant to the Indenture or such legend
does not apply pursuant to the Indenture or the Notes.


 


“Registration Expenses”
shall mean any and all expenses incident to performance of or compliance by the
Company with this Agreement, including without limitation:  (i) all SEC or FINRA registration and
filing fees, including, if applicable, the fees and expenses of any “qualified
independent underwriter” (and its counsel) that is required to be retained by
any Holder of Registrable Notes in accordance with the rules and
regulations of the FINRA, (ii) all fees and expenses incurred in
connection with compliance with state securities or blue sky laws (including
reasonable fees and disbursements of one counsel for all underwriters and
Holders as a group in connection with blue sky qualification of any of the
Exchange Notes or the Registrable Notes) and compliance with the rules of
the FINRA, (iii) all expenses of any Persons in preparing or assisting in
preparing, word processing, printing and distributing any Registration
Statement, any Prospectus and any amendments or supplements thereto, and in
preparing or assisting in preparing, printing and distributing any underwriting
agreements, securities sale agreements and other documents relating to the
performance of and compliance with this Agreement, (iv) all rating agency
fees, (v) all reasonable fees and disbursements of counsel for the Company
and of the independent registered public accountants of the Company, including
the expenses of any “cold comfort” letters required by or incident to the
performance of and compliance with this Agreement, (vi) all reasonable
fees and expenses of the Trustee and its 


 


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counsel and any exchange
agent or custodian, and (vii) all reasonable fees and expenses of any
special experts retained by the Company in connection with any Registration
Statement.


 


“Registration Statement”
shall mean any registration statement of the Company which covers any of the
Exchange Notes or the Registrable Notes pursuant to the provisions of this
Agreement, and all amendments and supplements to any such Registration
Statement, including post-effective amendments, in each case including the Prospectus
contained therein, all exhibits thereto and all documents incorporated by
reference therein.


 


“Rule 144 Period”
shall mean the period of one year (or such shorter period as may hereafter be
referred to in Rule 144 under the Securities Act (or similar successor
rule) permitting Holders who are not Affiliates of the Company to resell
Registrable Notes without any conditions) commencing on the Closing Date.


 


“SEC” shall mean the
Securities and Exchange Commission.


 


“Securities Act” shall
mean the Securities Act of 1933, as amended from time to time.


 


“Shelf Registration”
shall mean a registration effected pursuant to Section 2(b) hereof.


 


“Shelf Registration Event”
shall have the meaning set forth in Section 2(b) hereof.


 


“Shelf Registration Event
Date” shall have the meaning set forth in Section 2(b) hereof.


 


“Shelf Registration
Statement” shall mean a “shelf” registration statement of the Company pursuant
to the provisions of Section 2(b) hereof which covers all of the
Registrable Notes (except Registrable Notes which the Holders have elected not
to include in such Shelf Registration Statement or the Holders of which have
not complied with their obligations under the penultimate paragraph of Section 3
hereof or under the first paragraph of Section 2(b) hereof) on an
appropriate form under Rule 415 under the Securities Act, or any similar rule that
may be adopted by the SEC, and all amendments and supplements to such
registration statement, including post-effective amendments, in each case
including the Prospectus contained therein, all exhibits thereto and all
documents incorporated by reference therein.


 


“TIA” shall have the
meaning set forth in Section 3(m) hereof.


 


“Trustee” shall mean the
trustee under the Indenture.


 


2.                                       Registration
Under the Securities Act.


 


(a)                                  Exchange
Offer.  Except as set forth in Section 2(b) below, the
Company shall, for the benefit of the Holders, at the Company’s cost, (i) prepare
and file with the SEC as soon as practicable after the Closing Date, but in no
event later than 120 calendar days after the Closing Date, an Exchange Offer
Registration Statement on an appropriate form under the Securities Act relating
to the Exchange Offer, (ii) use its reasonable best efforts to cause such
Exchange Offer Registration Statement to be declared effective under the
Securities Act by the SEC as soon as practicable after the Closing Date, but in
no event later than 180 calendar days after the Closing Date, (iii) provided
such Exchange Offer Registration Statement has been declared effective


 


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under the
Securities Act by the SEC, use its reasonable best efforts to keep the Exchange
Offer Registration Statement effective until the completion of the Exchange
Offer, and (iv) provided such Exchange Offer Registration Statement has
been declared effective under the Securities Act by the SEC, commence the
Exchange Offer and keep the Exchange Offer open for not less than 20 business
days, or longer if required by applicable law, after the date on which such
Registration Statement was declared effective by the SEC (such period referred
to herein as the “Exchange Period”), use its reasonable best efforts to cause
the Exchange Offer to be completed not later than 45 calendar days after the
date on which such Registration Statement was declared effective by the SEC,
and at the termination thereof issue Exchange Notes in exchange for all
Registrable Notes tendered prior thereto in the Exchange Offer.


 


In connection with the Exchange Offer, the Company
shall:


 


(i)                                     mail
to each Holder a copy of the Prospectus forming part of the Exchange Offer
Registration Statement, together with an appropriate letter of transmittal and
related documents;


 


(ii)                                  use
the services of the Depositary for the Exchange Offer with respect to Notes
represented by a global certificate;


 


(iii)                               permit
Holders to withdraw tendered Registrable Notes at any time prior to the close
of business, New York City time, on the last Business Day of the Exchange
Period, by sending to the institution specified in the notice to Holders, a
telegram, telex, facsimile transmission or letter setting forth the name of
such Holder, the principal amount of Registrable Notes delivered for exchange,
and a statement that such Holder is withdrawing its election to have such
Registrable Notes exchanged;


 


(iv)                              notify
each Holder that any Registrable Note not tendered by such Holder in the
Exchange Offer will remain outstanding and continue to accrue interest but will
not retain any rights under this Agreement (except in the case of the Initial
Purchasers and Participating Broker-Dealers as provided herein); and


 


(v)                                 otherwise
comply in all material respects with all applicable laws and regulations
relating to the Exchange Offer.


 


As soon as practicable after the completion of the
Exchange Offer, the Company shall:


 


(i)                                     accept
for exchange all Registrable Notes or portions thereof duly tendered and not
validly withdrawn pursuant to the Exchange Offer in accordance with the terms
of the Exchange Offer Registration Statement and letter of transmittal;


 


(ii)                                  deliver,
or cause to be delivered, to the Trustee for cancellation all Registrable Notes
or portions thereof so accepted for exchange by the Company; and


 


(iii)                               issue, and cause the
Trustee under the Indenture to promptly authenticate and deliver to each
Holder, Exchange Notes equal in principal amount to the principal


 


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amount of the Notes as are surrendered by such Holder and accepted for
exchange by the Company.


 


Interest on each Exchange Note issued pursuant to the
Exchange Offer will accrue from the last date on which interest was paid or
duly provided for on the Note surrendered in exchange therefor or, if no
interest has been paid on such Note, from the date of original issue of such
Note.  To the extent not prohibited by
any judicial order, judgment, law, regulation or applicable interpretation of
the staff of the SEC, the Company shall use its reasonable best efforts to complete
the Exchange Offer as provided above, and shall comply with the applicable
requirements of the Securities Act, the Exchange Act and other applicable laws
and regulations in connection with the Exchange Offer.  The Exchange Offer shall not be subject to
any conditions other than the conditions referred to in Section 2(b)(i) and
(ii) below and those conditions that are customary in similar exchange
offers, except as may be required by applicable law.  Each Holder of Registrable Notes who wishes
to exchange such Registrable Notes for Exchange Notes in the Exchange Offer
will be required, as a condition to participating in the Exchange Offer, to
make certain customary representations in connection therewith, including, in
the case of any Holder, representations that (i) it is not an Affiliate of
the Company, (ii) it is not a broker-dealer tendering Registrable Notes
acquired directly from the Company for its own account, (iii) the Notes
being exchanged, and the Exchange Notes to be received, by it have been or are
being acquired in the ordinary course of its business and (iv) at the time
of the Exchange Offer, it has no arrangements or understandings with any Person
to participate in the distribution (within the meaning of the Securities Act)
of the Exchange Notes.  The Company shall
inform the Initial Purchasers, after consultation with the Trustee, of the
names and addresses of the Holders to whom the Exchange Offer is made, and the
Initial Purchasers shall have the right to contact such Holders in order to
facilitate the tender of Registrable Notes in the Exchange Offer.


 


Upon consummation of the Exchange Offer in accordance
with this Section 2(a), the provisions of this
Agreement shall continue to apply, mutatis mutandis,
solely with respect to Notes or Exchange Notes held by Initial Purchasers and
Participating Broker-Dealers, and the Company shall have no further obligation
to register the Registrable Notes held by any other Holder pursuant to Section 2(b) of
this Agreement.


 


(b)                                 Shelf
Registration.  If (i) because of any change in law, regulation
or in currently prevailing interpretations thereof by the staff of the SEC, the
Company is not permitted to effect the Exchange Offer as contemplated by Section 2(a) hereof,
(ii) the Exchange Offer is not consummated within 225 calendar days after
the Closing Date or (iii) any Holder of Registrable Notes that is a “qualified
institutional buyer” (as defined in Rule 144A under the Securities Act)
shall notify the Company prior to the 20th calendar day following the
consummation of the Exchange Offer (A) that such Holder was prohibited by
applicable law or SEC policy from participating in the Exchange Offer, or (B) that
such Holder may not resell the Exchange Notes acquired by it in the Exchange
Offer to the public without delivering a prospectus and that the Prospectus
contained in the Exchange Offer Registration Statement is not appropriate or
available for such resales by such Holder, or (C) that such Holder is a
Participating Broker-Dealer and holds Notes acquired directly from the Company
or one of its Affiliates (any of the events specified in (i), (ii) or (iii) being
a “Shelf Registration Event”, and the date of occurrence thereof, the “Shelf
Registration Event Date”), then in addition to or in lieu of conducting the 


 


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Exchange Offer
contemplated by Section 2(a) of this Agreement, as the case may be,
the Company shall promptly notify the Holders in writing thereof and shall, at
its cost, file with the SEC as promptly as practicable after such Shelf Registration
Event Date and, in any event, within 45 calendar days after such Shelf
Registration Event Date, or, if later, the 120th calendar day after the Closing
Date, a Shelf Registration Statement providing for the sale by the Holders of
all of the Registrable Notes (other than Registrable Notes owned by Holders who
have elected not to include such Registrable Notes in such Shelf Registration
Statement or who have not complied with their obligations under the penultimate
paragraph of Section 3 hereof or under this paragraph), and shall use its
reasonable best efforts to cause such Shelf Registration Statement to be
declared effective by the SEC as soon as practicable and in any event, on or
before the 120th calendar day after the Shelf Registration Event Date or, if
later, the 225th calendar day after the Closing Date.  No Holder of Registrable Notes shall be
entitled to include any of its Registrable Notes in any Shelf Registration
pursuant to this Agreement unless and until such Holder agrees in writing to be
bound by all of the provisions of this Agreement applicable to such Holder and
furnishes to the Company in writing, within 15 calendar days after receipt of a
request therefor, such information as the Company may, after conferring with
counsel with regard to information relating to Holders that would be required
by the SEC to be included in such Shelf Registration Statement or Prospectus
included therein, reasonably request for inclusion in any Shelf Registration
Statement or Prospectus included therein. 
Each Holder as to which any Shelf Registration is being effected agrees
to furnish to the Company, without request and as soon as practicable, all
information with respect to such Holder necessary to make the information
previously furnished to the Company by such Holder not materially misleading.


 


The Company agrees to use its reasonable best efforts
to keep the Shelf Registration Statement continuously effective and the
Prospectus usable for resales for the earlier of: (x) the expiration of
the Rule 144 Period and (y) such time as all of the Notes covered by
the Shelf Registration Statement have been sold pursuant to the Shelf
Registration Statement or cease to be Registrable Notes (the period from the
effective date of the Shelf Registration Statement until the earlier of the
events described in clauses (x) and (y) being the “Effectiveness
Period”).  The Company shall not permit
any securities other than Registrable Notes to be included in the Shelf
Registration.  The Company will, in the
event a Shelf Registration Statement is declared effective, provide to each
Holder of Registrable Notes covered thereby, a reasonable number of copies of
the Prospectus which is a part of the Shelf Registration Statement, notify each
such Holder when the Shelf Registration has become effective and take any other
action required to permit unrestricted resales of the Registrable Notes.  The Company further agrees to supplement or
amend the Shelf Registration Statement, if required by the rules, regulations
or instructions applicable to the registration form used by the Company for
such Shelf Registration Statement or by the Securities Act or by any other rules and
regulations thereunder for shelf registrations, and the Company agrees to
furnish to the Holders of Registrable Notes covered by such Shelf Registration
Statement copies of any such supplement or amendment promptly after its being
used or filed with the SEC.


 


(c)                                  Expenses.  The
Company shall pay all Registration Expenses in connection with any Registration
Statement filed pursuant to Section 2(a) and/or 2(b) hereof and
will reimburse the Initial Purchasers for the reasonable fees and disbursements
incurred by the firm of counsel in connection with the Exchange Offer.  Except as provided herein, each Holder shall
pay all expenses of its counsel, underwriting discounts and commissions and
transfer taxes, if any, 


 


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relating to the
sale or disposition of such Holder’s Registrable Notes pursuant to the Shelf
Registration Statement.


 


(d)                                 Effective
Registration Statement.  An Exchange Offer Registration Statement
pursuant to Section 2(a) hereof or a Shelf Registration Statement
pursuant to Section 2(b) hereof will not be deemed to have become
effective unless it has been declared effective by the SEC; provided, however, that if, after it has been declared
effective, the offering of Registrable Notes pursuant to such Exchange Offer
Registration Statement or Shelf Registration Statement is interfered with by
any stop order, injunction or other order or requirement of the SEC or any
other governmental agency or court, such Exchange Offer Registration Statement
or Shelf Registration Statement will be deemed not to have been effective
during the period of such interference, until the offering of Registrable Notes
pursuant to such Registration Statement may legally resume.  The Company will be deemed not to have used
its reasonable best efforts to cause the Exchange Offer Registration Statement or
the Shelf Registration Statement, as the case may be, to become, or to remain,
effective during the requisite period if it voluntarily takes any action that
would result in any such Registration Statement not being declared effective or
that would result in the otherwise eligible Holders of Registrable Notes
covered thereby not being able to exchange or offer and sell such Registrable
Notes during that period, unless such action is required by applicable law or
regulation or otherwise permitted by provisions of this Agreement.


 


(e)                                  Additional
Interest.  In the event that:


 


(i)                                     the
Exchange Offer Registration Statement is not filed with the SEC on or prior to
the 120th calendar day after the Closing Date, then, commencing on the 121st
calendar day after the Closing Date, additional interest (the “Additional
Interest”) shall accrue on the principal amount of the Registrable Notes over
and above the otherwise applicable interest rate at a rate of 0.25% per annum,
plus an additional 0.25% per annum from and during any period in which such
event has continued for more than 90 calendar days;


 


(ii)                                  the
Exchange Offer Registration Statement is not declared effective by the SEC on
or prior to the 180th calendar day after the Closing Date, then, commencing on
the 181st calendar day after the Closing Date, Additional Interest shall accrue
on the principal amount of the Registrable Notes over and above the otherwise
applicable interest rate at a rate of 0.25% per annum, plus an additional 0.25%
per annum from and during any period in which such event has continued for more
than 90 calendar days;


 


(iii)                               (A) the Company has
not exchanged Exchange Notes for all Notes validly tendered and not validly
withdrawn, in accordance with the terms of the Exchange Offer, on or prior to
the 225th calendar day after the Closing Date or (B) if the Shelf
Registration Statement is required to be filed pursuant to Section 2(b) of
this Agreement but is not declared effective by the SEC on or prior to the
later of 120 calendar days after the Shelf Registration Event Date and the 225th
calendar day after the Closing Date, then, commencing on the 121st
calendar day after such Shelf Registration Event Date or the 226th calendar day
after the Closing Date, as the case may be, Additional Interest shall accrue on
the principal amount of the Registrable Notes over and above the otherwise
applicable interest rate at the rate of 0.25% per annum, plus an additional
0.25% per 


 


8

















 


annum from and during any period in which such event has continued for
more than 90 calendar days;


 


(iv)                              the
Exchange Offer Registration Statement has been declared effective and such
Exchange Offer Registration Statement ceases to be continuously effective or
the Prospectus contained in such Exchange Offer Registration Statement ceases
to be usable for its intended purpose (A) at any time prior to the
expiration of the Applicable Period or (B) if related to corporate
developments, public filings with the SEC or similar events or because the
Prospectus contains an untrue statement of a material fact or omits to state a
material fact required to be stated therein or necessary in order to make the
statements therein not misleading, and such failure continues for more than 45
days (whether or not consecutive and whether or not arising out of a single or
multiple circumstances) in any twelve-month period, Additional Interest shall
accrue on the principal amount of the Registrable Notes over and above the
otherwise applicable interest rate at a rate of 0.25% per annum commencing on
the day that (in the case of (A) above), or the 46th (cumulative) day
after (in the case of (B) above), such Exchange Offer Registration
Statement ceases to be effective or the Prospectus ceases to be usable for its
intended purposes, plus an additional 0.25% per annum from and during any
period in which such event has continued for more than 90 calendar days; or


 


(v)                                 the
Shelf Registration Statement has been declared effective and such Shelf
Registration Statement ceases to be continuously effective or the Prospectus
contained in such Shelf Registration Statement ceases to be usable for resales (A) at
any time prior to the expiration of the Effectiveness Period or (B) if
related to corporate developments, public filings with the SEC or similar
events or because the Prospectus contains an untrue statement of a material
fact or omits to state a material fact required to be stated therein or
necessary in order to make the statements therein not misleading, and such
failure continues for more than 45 days (whether or not consecutive and whether
or not arising out of a single or multiple circumstances) in any twelve-month
period, Additional Interest shall accrue on the principal amount of the
Registrable Notes over and above the otherwise applicable interest rate at a
rate of 0.25% per annum commencing on the day that (in the case of (A) above),
or the 46th (cumulative) day after (in the case of (B) above), such Shelf
Registration Statement ceases to be effective or the Prospectus ceases to be
usable for resales, plus an additional 0.25% per annum from and during any
period in which such event has continued for more than 90 calendar days;


 


provided, however, that the
aggregate amount of Additional Interest in respect of the Registrable Notes may
not exceed 0.50% per annum (regardless of whether multiple events triggering
Additional Interest under this subsection (e) exist); provided,
further, however, that (1) upon the filing of the Exchange
Offer Registration Statement (in the case of clause (i) above), (2) upon
the effectiveness of the Exchange Offer Registration Statement (in the case of
clause (ii) above), (3) upon the exchange of Exchange Notes for all
Notes validly tendered and not validly withdrawn (in the case of clause (iii)(A) above)
or upon the effectiveness of the Shelf Registration Statement (in the case of
clause (iii)(B) above), (4) upon the earlier of (x) such time as
the Exchange Offer Registration Statement which had ceased to remain effective
or the Prospectus which had ceased to be usable for its intended purpose again
becomes effective and usable for its intended 


 


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purpose, as applicable, and (y) the expiration of
the Applicable Period (each in the case of clause (iv) above), and (5) upon
the earlier of (x) such time as the Shelf Registration Statement which had
ceased to remain effective or the Prospectus which had ceased to be usable for
resales again becomes effective and usable for resales, as applicable, and (y) the
expiration of the Effectiveness Period (each in the case of clause (v) above),
Additional Interest on the principal amount of the Registrable Notes as a
result of such clause (or the relevant subclause thereof) shall cease to
accrue;


 


provided, further, however, that
if (i) the Holders do not make the representations required by Section 2(a) of
this Agreement or (ii) the Company shall request Holders to provide the
information required by the SEC for inclusion in the Shelf Registration
Statement, when required pursuant to Section 2(b) of this Agreement,
then the Notes owned by Holders who do not provide such representations or
information, as the case may be, when required will not be entitled to any
Additional Interest for any day after the Closing Date, regardless of the
existence of any events which would otherwise trigger  Additional Interest under this subsection (e) for
such Holders.


 


Any Additional Interest
due pursuant to Section 2(e)(i), (ii), (iii), (iv) or (v) above
will be payable in cash on the next succeeding May 15 or November 15
as the case may be, to eligible Holders (as determined under this subsection
(e)) on the relevant record dates for the payment of interest pursuant to the
Indenture.


 


(f)                                    Specific
Enforcement.  Without limiting the remedies available to the Holders,
the Company acknowledges that any failure by the Company to comply with its
obligations under Section 2(a) and Section 2(b) hereof may
result in material irreparable injury to the Holders for which there is no
adequate remedy at law, that it would not be possible to measure damages for
such injuries precisely and that, in the event of any such failure, any Holder
may obtain such relief as may be required to specifically enforce the Company’s
obligations under Section 2(a) and Section 2(b) hereof.


 


3.             Registration Procedures.   In
connection with the obligations of the Company with respect to the Registration
Statements pursuant to Sections 2(a) and 2(b) hereof, the Company
shall:


 


(a)                                  prepare
and file with the SEC a Registration Statement or Registration Statements as
prescribed by Sections 2(a) and 2(b) hereof within the relevant time
period specified in Section 2 hereof on the appropriate form under the
Securities Act, which form shall (i) be selected by the Company, (ii) in
the case of a Shelf Registration, be available for the sale of the Registrable
Notes by the selling Holders thereof and, in the case of an Exchange Offer, be
available for the exchange of Registrable Notes, and (iii) comply as to
form in all material respects with the requirements of the applicable form and
include all financial statements required by the SEC to be filed therewith; and
use its reasonable best efforts to cause such Registration Statement to become
effective and remain effective (and, in the case of a Shelf Registration Statement,
the Prospectus to be usable for resales) in accordance with Section 2
hereof; provided, however, that if (1) such
filing is pursuant to Section 2(b) of this Agreement, or (2) a
Prospectus contained in an Exchange Offer Registration Statement filed pursuant
to Section 2(a) of this Agreement is required to be delivered under
the Securities Act by any Participating


 


10
















 


Broker-Dealer who seeks to sell Exchange Notes, before filing any
Registration Statement or Prospectus or any amendments or supplements thereto,
the Company shall furnish to and afford the Holders of the Registrable Notes
and each such Participating Broker-Dealer, as the case may be, covered by such
Registration Statement, their counsel and the managing underwriters, if any, a
reasonable opportunity to review copies of all such documents (including, upon
request, copies of any documents to be incorporated by reference therein and
all exhibits thereto) proposed to be filed; and the Company shall not file any
Registration Statement or Prospectus or any amendments or supplements thereto
in respect of which the Holders must be afforded an opportunity to review prior
to the filing of such document if the Majority Holders of the Registrable
Notes, depending solely upon which Holders must be afforded the opportunity of
such review, or such Participating Broker-Dealer, as the case may be, their
counsel or the managing underwriters, if any, shall reasonably object in a
timely manner;


 


(b)                                 prepare
and file with the SEC such amendments and post-effective amendments to each
Registration Statement as may be necessary to keep such Registration Statement
effective for the Effectiveness Period or the Applicable Period, as the case
may be, and cause each Prospectus to be supplemented, if so determined by the
Company or requested by the SEC, by any required prospectus supplement and as
so supplemented to be filed pursuant to Rule 424 (or any similar provision
then in force) under the Securities Act, and comply with the provisions of the
Securities Act, the Exchange Act and the rules and regulations promulgated
thereunder applicable to it with respect to the disposition of all Notes
covered by each Registration Statement during the Effectiveness Period or the
Applicable Period, as the case may be, in accordance with the intended method
or methods of distribution by the selling Holders thereof described in this
Agreement (including sales by any Participating Broker-Dealer);


 


(c)                                  in
the case of an Exchange Offer Registration Statement, if in the reasonable
opinion of counsel to the Company there is a question as to whether the
Exchange Offer is permitted by applicable law, seek a no-action letter or other
favorable decision from the SEC allowing the Company to consummate an Exchange
Offer for such Notes.  The Company hereby
agrees to pursue the issuance of such a decision to the SEC staff level but
shall not be required to take commercially unreasonable action to effect a
change of SEC policy.  The Company hereby
agrees, however, to (i) participate in telephonic conferences with the
SEC, (ii) deliver to the SEC staff an analysis prepared by counsel to the
Company setting forth the legal bases, if any, upon which such counsel has
concluded that such an Exchange Offer should be permitted and (iii) diligently
pursue a resolution (which need not be favorable) by the SEC staff of such
submission;


 


(d)                                 in
the case of an Exchange Offer Registration Statement, prior to the
effectiveness of such statement, provide a supplemental letter to the SEC (i) stating
that the Company is registering the Exchange Offer in reliance on the position
of the SEC enunciated in Exxon Capital Holdings Corporation (available May 13,
1988), Morgan Stanley and Co., Inc. (available June 5, 1991), Brown &
Wood LLP (available February 7, 1997) and, if applicable, any
no-action letter obtained pursuant to Section 3(c) of this Agreement
and (ii) including a representation that the Company has not entered into
any arrangement or understanding with any Person to distribute the Exchange
Notes to be received in the Exchange Offer and that, to the best of the Company’s
information and belief, each Holder participating in the Exchange Offer is
acquiring the Exchange Notes in its ordinary course of business and has no
arrangement or


 


11

















 


understanding with any Person to participate in the distribution of the
Exchange Notes received in the Exchange Offer;


 


(e)                                  in
the case of a Shelf Registration, (i) notify each Holder of Registrable
Notes included in the Shelf Registration Statement, at least five Business Days
prior to filing, that a Shelf Registration Statement with respect to the
Registrable Notes is being filed and advising such Holder that the distribution
of Registrable Notes will be made in accordance with the method selected by the
Majority Holders of the Registrable Notes, (ii) furnish to each Holder of
Registrable Notes included in the Shelf Registration Statement and to each
underwriter of an underwritten offering of Registrable Notes, if any, without
charge, as many copies of each Prospectus, including each preliminary
prospectus, and any amendment or supplement thereto, and such other documents
as such Holder or underwriter may reasonably request, in order to facilitate
the public sale or other disposition of the Registrable Notes and (iii) consent
to the use of the Prospectus or any amendment or supplement thereto by each of
the selling Holders of Registrable Notes included in the Shelf Registration
Statement in connection with the offering and sale of the Registrable Notes
covered by the Prospectus or any amendment or supplement thereto;


 


(f)                                    in
the case of a Shelf Registration, register or qualify the Registrable Notes
under all applicable state securities or “blue sky” laws of such jurisdictions
by the time the applicable Registration Statement is declared effective by the
SEC as any Holder of Registrable Notes covered by a Registration Statement and
each underwriter of an underwritten offering of Registrable Notes shall
reasonably request in writing in advance of such date of effectiveness, and do
any and all other acts and things which may be reasonably necessary or advisable
to enable such Holder and underwriter to consummate the disposition in each
such jurisdiction of such Registrable Notes owned by such Holder; provided, however, that the Company shall not be required to
(i) qualify as a foreign corporation or as a dealer in securities in any
jurisdiction where it would not otherwise be required to qualify but for this Section 3(f),
(ii) file any general consent to service of process in any jurisdiction
where it would not otherwise be subject to such service of process or (iii) subject
itself to taxation in any such jurisdiction if it is not then so subject;


 


(g)                                 (1) in
the case of a Shelf Registration or (2) if Participating Broker-Dealers
from whom the Company has received prior written notice that they will be using
the Prospectus contained in the Exchange Offer Registration Statement as
provided in Section 3(u) hereof, are seeking to sell Exchange Notes
and are required to deliver Prospectuses, promptly notify each Holder of
Registrable Notes, or such Participating Broker-Dealers, as the case may be,
their counsel and the managing underwriters, if any, and promptly confirm such
notice in writing (i) when a Registration Statement has become effective
and when any post-effective amendments thereto become effective, (ii) of
any request by the SEC or any state securities authority for amendments and
supplements to a Registration Statement or Prospectus or for additional
information after the Registration Statement has become effective, (iii) of
the issuance by the SEC or any state securities authority of any stop order
suspending the effectiveness of a Registration Statement or the qualification
of the Registrable Notes or the Exchange Notes to be offered or sold by any
Participating Broker-Dealer in any jurisdiction described in Section 3(f) hereof
or the initiation of any proceedings for that purpose, (iv) in the case of a
Shelf Registration, if, between the effective date of a Registration Statement
and the


 


12

















 


closing of any sale of Registrable Notes covered
thereby, the representations and warranties of the Company contained in any
purchase agreement, securities sales agreement or other similar agreement cease
to be true, correct and complete in all material respects, (v) of the
happening of any event or the failure of any event to occur or the discovery of
any facts, during the Effectiveness Period, which makes any statement made in
such Registration Statement or the related Prospectus untrue in any material
respect or which causes such Registration Statement or Prospectus to omit to
state a material fact necessary in order to make the statements therein, in the
light of the circumstances under which they were made, not misleading, as well
as any other corporate developments, public filings with the SEC or similar
events causing such Registration Statement not to be effective or the
Prospectus not to be useable for resales and (vi) of the reasonable
determination of the Company that a post-effective amendment to the Registration
Statement would be appropriate;


 


(h)                                 obtain
the withdrawal of any order suspending the effectiveness of a Registration
Statement as soon as practicable;


 


(i)                                     in
the case of a Shelf Registration, furnish to each Holder of Registrable Notes
included within the coverage of such Shelf Registration Statement, without
charge, at least one conformed copy of each Registration Statement relating to
such Shelf Registration and any post-effective amendment thereto (without
documents incorporated therein by reference or exhibits thereto, unless
requested);


 


(j)                                     in
the case of a Shelf Registration, cooperate with the selling Holders of
Registrable Notes to facilitate the timely preparation and delivery of
certificates representing Registrable Notes to be sold and not bearing any
restrictive legends (except any customary legend borne by securities held
through The Depository Trust Company or any similar depositary) and in such
denominations (consistent with the provisions of the Indenture and the officer’s
certificate establishing the forms and the terms of the Notes pursuant to the
Indenture) and registered in such names as the selling Holders or the
underwriters may reasonably request (provided such names are consistent with
the names of the selling security holders set forth in the Shelf Registration
Statement) at least two Business Days prior to the closing of any sale of
Registrable Notes pursuant to such Shelf Registration Statement;


 


(k)                                  in
the case of a Shelf Registration or an Exchange Offer Registration, promptly
after the occurrence of any event specified in Section 3(g)(ii),
3(g)(iii), 3(g)(v) (subject to the 45-day cumulative grace period within
any twelve-month period provided for in Section 2(e)(iv)(B) and Section 2(e)(v)(B))
and 3(g)(vi) hereof, prepare a supplement or post-effective amendment to
such Registration Statement or the related Prospectus or any document
incorporated therein by reference or file any other required document so that,
as thereafter delivered to the purchasers of the Registrable Notes, such
Prospectus will not include any untrue statement of a material fact or omit to
state a material fact necessary to make the statements therein, in the light of
the circumstances under which they were made, not misleading; and the Company
shall notify each Holder to suspend use of the Prospectus as promptly as
practicable after the occurrence of such an event, and each Holder hereby
agrees to suspend use of the Prospectus until the Company has amended or
supplemented the Prospectus to correct such misstatement or omission;


 


13

















 


(l)                                     obtain
a CUSIP number, and any other appropriate security identification number, for
the Exchange Notes or the Registrable Notes, as the case may be, not later than
the effective date of a Registration Statement, and provide the Trustee with
certificates for the Exchange Notes or the Registrable Notes, as the case may
be, in a form eligible for deposit with the Depositary;


 


(m)                               cause
the Indenture to be qualified under the Trust Indenture Act of 1939, as amended
(the “TIA”), in connection with the registration of the Exchange Notes or
Registrable Notes, as the case may be, and cooperate with the Trustee and the
Holders to effect such changes to such documents as may be required for them to
be so qualified in accordance with the terms of the TIA and execute, and use
its reasonable best efforts to cause the Trustee to execute, all documents as
may be required to effect such changes, and all other forms and documents
required to be filed with the SEC to enable such documents to be so qualified
in a timely manner;


 


(n)                                 in
the case of a Shelf Registration, enter into such agreements (including
underwriting agreements) as are customary in underwritten offerings and take
all such other appropriate actions in connection therewith as are reasonably
requested by the Holders of at least 25% in aggregate principal amount of the
Registrable Notes covered thereby in order to expedite or facilitate the
registration or the disposition of the Registrable Notes;


 


(o)                                 in
the case of a Shelf Registration, whether or not an underwriting agreement is
entered into and whether or not the registration is an underwritten
registration, if requested by (x) an Initial Purchaser, in the case where
such Initial Purchaser holds Notes acquired by it as part of its initial
placement, or (y) Holders of at least 25% in aggregate principal amount of
the Registrable Notes covered thereby: (i) make such representations and
warranties to Holders of such Registrable Notes and the underwriters (if any),
with respect to the business of the Company as then conducted and the
Registration Statement, Prospectus and documents, if any, incorporated or
deemed to be incorporated by reference therein, in each case, as are customarily
made by issuers to underwriters in underwritten offerings, and confirm the same
if and when requested; (ii) obtain opinions of counsel to the Company and
updates thereof (which may be in the form of a reliance letter) in form and
substance reasonably satisfactory to the managing underwriters (if any) and the
Holders of a majority in amount of the Registrable Notes being sold, addressed
to each selling Holder and the underwriters (if any) covering the matters
customarily covered in opinions requested in underwritten offerings and such
other matters as may be reasonably requested by such underwriters (it being
agreed that the matters to be covered by such opinion may be subject to
customary qualifications and exceptions); (iii) obtain “cold comfort”
letters and updates thereof in form and substance reasonably satisfactory to
the managing underwriters from the independent registered public accountants of
the Company, addressed to each of the underwriters, such letters to be in
customary form and covering matters of the type customarily covered in “cold
comfort” letters in connection with underwritten offerings and such other
matters as reasonably requested by such underwriters in accordance with
Statement on Auditing Standards No. 72; and (iv) if an underwriting agreement
is entered into, the same shall contain indemnification provisions and
procedures no less favorable than those set forth in Section 4 hereof (or
such other provisions and procedures acceptable to Holders of a majority in
aggregate principal amount of Registrable Notes covered by such Registration
Statement and the managing underwriters) customary for such agreements with
respect to all


 


14

















 


parties to be indemnified pursuant to said Section (including,
without limitation, such underwriters and selling Holders); and in the case of
an underwritten registration, the above requirements shall be satisfied at each
closing under the related underwriting agreement or as and to the extent
required thereunder;


 


(p)                                 if
(1) a Shelf Registration is filed pursuant to Section 2(b) or (2) a
Prospectus contained in an Exchange Offer Registration Statement filed pursuant
to Section 2(a) is required to be delivered under the Securities Act
by any Participating Broker-Dealer who seeks to sell Exchange Notes during the
Applicable Period, make reasonably available for inspection by any selling
Holder of Registrable Notes or Participating Broker-Dealer, as applicable, who
certifies to the Company that it has a current intention to sell Registrable
Notes pursuant to the Shelf Registration, any underwriter participating in any
such disposition of Registrable Notes, if any, and any attorney, accountant or
other agent retained by any such selling Holder, Participating Broker-Dealer,
as the case may be, or underwriter (collectively, the “Inspectors”), at the
offices where normally kept, during the Company’s normal business hours, all
financial and other records, pertinent organizational and operational documents
and properties of the Company (collectively, the “Records”) as shall be
reasonably necessary to enable them to conduct due diligence activities, and
cause the officers, trustees and employees of the Company to supply all
relevant information in each case reasonably requested by any such Inspector in
connection with such Registration Statement; Records and information which the
Company determines, in good faith, to be confidential and any Records and
information which it notifies the Inspectors are confidential shall not be disclosed
to any Inspector except where (i) the disclosure of such Records or
information is necessary to avoid or correct a material misstatement or
omission in such Registration Statement, (ii) the release of such Records
or information is ordered pursuant to a subpoena or other order from a court of
competent jurisdiction or is necessary in connection with any action, suit or
proceeding or (iii) such Records or information previously has been made
generally available to the public; each selling Holder of such Registrable
Notes and each such Participating Broker-Dealer will be required to agree in
writing that Records and information obtained by it as a result of such
inspections shall be deemed confidential and shall not be used by it as the
basis for any market transactions in the securities of the Company unless and
until such is made generally available to the public through no fault of an
Inspector or a selling Holder; and each selling Holder of such Registrable
Notes and each such Participating Broker-Dealer will be required to further
agree in writing that it will, upon learning that disclosure of such Records or
information is sought in a court of competent jurisdiction, or in connection
with any action, suit or proceeding, give notice to the Company and allow the
Company at its expense to undertake appropriate action to prevent disclosure of
the Records and information deemed confidential;


 


(q)                                 comply
with all applicable rules and regulations of the SEC so long as any
provision of this Agreement shall be applicable and make generally available to
its security holders earning statements satisfying the provisions of Section 11(a) of
the Securities Act and Rule 158 thereunder (or any similar rule promulgated
under the Securities Act) no later than 45 days after the end of any 12-month
period (or 90 days after the end of any 12-month period if such period is a
fiscal year) (i) commencing at the end of any fiscal quarter in which
Registrable Notes are sold to underwriters in a firm commitment or best efforts
underwritten offering and (ii) if not sold to underwriters in such an
offering, commencing on the first day of the first fiscal quarter of the
Company after the effective date of a Registration Statement, which


 


15

















 


statements shall cover said 12-month periods, provided that the obligations under this paragraph (q) shall
be satisfied by the timely filing of quarterly and annual reports on Forms 10-Q
and 10-K under the Exchange Act;


 


(r)                                    if
an Exchange Offer is to be consummated, upon delivery of the Registrable Notes
by Holders to the Company (or to such other Person as directed by the Company),
in exchange for the Exchange Notes, the Company shall mark, or cause to be
marked, on such Notes delivered by such Holders that such Notes are being
cancelled in exchange for the Exchange Notes; it being understood that in no
event shall such Notes be marked as paid or otherwise satisfied;


 


(s)                                  cooperate
with each seller of Registrable Notes covered by any Registration Statement and
each underwriter, if any, participating in the disposition of such Registrable
Notes and their respective counsel in connection with any filings required to
be made with the FINRA;


 


(t)                                    take
all other steps reasonably necessary to effect the registration of the
Registrable Notes covered by a Registration Statement contemplated hereby;


 


(u)                                 (A)  in
the case of the Exchange Offer Registration Statement (i) include in the
Exchange Offer Registration Statement a section entitled “Plan of Distribution,”
which section shall be reasonably acceptable to the Initial Purchasers or
another representative of the Participating Broker-Dealers, and which shall
contain a summary statement of the positions taken or policies made by the
staff of the SEC with respect to the potential “underwriter” status of any
broker-dealer that holds Registrable Notes acquired for its own account as a
result of market-making activities or other trading activities (a “Participating
Broker-Dealer”) and that will be the beneficial owner (as defined in Rule 13d-3
under the Exchange Act) of Exchange Notes to be received by such broker-dealer
in the Exchange Offer, whether such positions or policies have been publicly
disseminated by the staff of the SEC or such positions or policies, in the
reasonable judgment of the Initial Purchasers or such other representative,
represent the prevailing views of the staff of the SEC, including a statement
that any such broker-dealer who receives Exchange Notes for Registrable Notes
pursuant to the Exchange Offer may be deemed a statutory underwriter and must
deliver a prospectus meeting the requirements of the Securities Act in
connection with any resale of such Exchange Notes, (ii) furnish to each
Participating Broker-Dealer who has delivered to the Company the notice
referred to in Section 3(g) of this Agreement, without charge, as
many copies of each Prospectus included in the Exchange Offer Registration
Statement, including any preliminary Prospectus, and any amendment or
supplement thereto, as such Participating Broker-Dealer may reasonably request
(the Company hereby consents to the use of the Prospectus forming part of the
Exchange Offer Registration Statement or any amendment or supplement thereto by
any Person subject to the prospectus delivery requirements of the Securities
Act, including all Participating Broker-Dealers, in connection with the sale or
transfer of the Exchange Notes covered by the Prospectus or any amendment or
supplement thereto), (iii) use its reasonable best efforts to keep the
Exchange Offer Registration Statement effective and to amend and supplement the
Prospectus contained therein in order to permit such Prospectus to be lawfully
delivered by all Persons subject to the prospectus delivery requirements of the
Securities Act for such period of time as such Persons must comply with such
requirements under the Securities Act and applicable rules and


 


16

















 


regulations in order to resell the Exchange Notes; provided, however, that such period shall not be required to
exceed one year following the completion of the Exchange Offer (or such longer
period if extended pursuant to the last sentence of Section 3 hereof) (the
“Applicable Period”), and (iv) include in the transmittal letter or
similar documentation to be executed by an exchange offeree in order to
participate in the Exchange Offer (x) the following provision:


 


“If the exchange offeree
is a broker-dealer holding Registrable Notes acquired for its own account as a
result of market-making activities or other trading activities, it will deliver
a prospectus meeting the requirements of the Securities Act in connection with
any resale of Exchange Notes received in respect of such Registrable Notes
pursuant to the Exchange Offer”;


 


and (y) a statement to the effect that by a
Participating Broker-Dealer making the acknowledgment described in clause (x) and
by delivering a Prospectus in connection with the exchange of Registrable
Notes, the Participating Broker-Dealer will not be deemed to admit that it is
an underwriter within the meaning of the Securities Act; and (B) in the
case of any Exchange Offer Registration Statement, the Company agrees to
deliver to the Initial Purchasers or to another representative of the
Participating Broker-Dealers, if reasonably requested by an Initial Purchaser
or such other representative of Participating Broker-Dealers, on behalf of the
Participating Broker-Dealers upon consummation of the Exchange Offer (i) an
opinion of counsel in form and substance reasonably satisfactory to such
Initial Purchaser or such other representative of the Participating
Broker-Dealers, covering the matters customarily covered in opinions requested
in connection with Exchange Offer Registration Statements and such other matters
as may be reasonably requested (it being agreed that the matters to be covered
by such opinion may be subject to customary qualifications and exceptions), (ii) an
officer’s certificate substantially similar to that specified in Section 7(f) of
the Purchase Agreement and such additional certifications as are customarily
delivered in a public offering of debt and (iii) upon the effectiveness of
the Exchange Offer Registration Statement, comfort letters, in each case, in
customary form if permitted by Statement on Auditing Standards No. 72.


 


The
Company may require each seller of Registrable Notes as to which any
registration is being effected to furnish to the Company such information
regarding such seller and the proposed disposition by said seller as may be required
by the staff of the SEC to be included in a Registration Statement.  The Company may exclude from such
registration the Registrable Notes of any seller who fails to furnish such
information within a reasonable time after receiving such request.  The Company shall have no obligation to
register under the Securities Act the Registrable Notes of a seller who so
fails to furnish such information.


 


In the
case of a Shelf Registration Statement, or if Participating Broker-Dealers who
have notified the Company that they will be using the Prospectus contained in
the Exchange Offer Registration Statement as provided in this Section 3(u) are
seeking to sell Exchange Notes and are required to deliver Prospectuses, each
Holder agrees that, upon receipt of any notice from the Company of the
occurrence of any event specified in Section 3(g)(ii), 3(g)(iii), 3(g)(v) or
3(g)(vi) hereof, such Holder will forthwith discontinue disposition of
Registrable Notes pursuant to a Registration Statement until such Holder’s receipt
of the copies of the supplemented or amended Prospectus contemplated by Section 3(k) hereof
or until it is advised


 


17

















 


in writing (the “Advice”) by the Company that the use
of the applicable Prospectus may be resumed, and, if so directed by the
Company, such Holder will deliver to the Company (at the Company’s expense) all
copies in such Holder’s possession, other than permanent file copies then in
such Holder’s possession, of the Prospectus covering such Registrable Notes or
Exchange Notes, as the case may be, current at the time of receipt of such
notice.  If the Company shall give any
such notice to suspend the disposition of Registrable Notes or Exchangeable Notes,
as the case may be, pursuant to a Registration Statement, the Company shall use
its reasonable best efforts to file and have declared effective (if an
amendment), as soon as practicable after the resolution of the related matters,
an amendment or supplement to the Registration Statement and shall extend the
period during which such Registration Statement is required to be maintained
effective and the Prospectus usable for resales pursuant to this Agreement by
the number of days in the period from and including the date of the giving of
such notice to and including the date when the Company shall have made
available to the Holders (x) copies of the supplemented or amended
Prospectus necessary to resume such dispositions or (y) the Advice.


 


4.                                      Indemnification
and Contribution.    (a)  In connection with a
Shelf Registration Statement or in connection with any delivery of a Prospectus
contained in an Exchange Offer Registration Statement by any Participating
Broker-Dealer or Initial Purchaser, as applicable, who seeks to sell Exchange
Notes, the Company shall indemnify, defend and hold harmless each Holder of
Registrable Notes included within any such Shelf Registration Statement and
each Participating Broker-Dealer or Initial Purchaser selling Exchange Notes,
underwriters, their officers and employees, and each Person, if any, who
controls any such Person within the meaning of Section 15 of the
Securities Act or Section 20 of the Exchange Act from and against any and
all losses, claims, damages or liabilities, joint or several, to which that
Holder, Participating Broker-Dealer, Initial Purchaser, underwriter, officer,
employee or controlling person may become subject, under the Securities Act or
any other statute or common law and shall reimburse each Holder, Participating
Broker-Dealer, Initial Purchaser, underwriter, officer, employee or controlling
person for any legal or other expenses (including to the extent hereinafter
provided, reasonable counsel fees) incurred by that Holder, Participating
Broker-Dealer, Initial Purchaser, underwriter, officer, employee or controlling
person in connection with investigating any such losses, claims, damages,
liabilities or in connection with defending any action, insofar as such losses,
claims, damages, liabilities, expenses or actions arise out of, or are based
upon, (A) any untrue statement or alleged untrue statement of a material
fact contained in any Registration Statement (or any amendment thereto) or
Prospectus (or any amendment or supplement thereto), covering Registrable Notes
or Exchange Notes, as applicable, (B) the omission or alleged omission to
state in any Registration Statement (or any amendment thereto) or Prospectus
(or any amendment or supplement thereto) any material fact required to be
stated therein or necessary to make the statements therein not misleading, or (C) any
act or failure to act or any alleged act or failure to act by any Holder,
Participating Broker-Dealer, Initial Purchaser, underwriter, officer, employee
or controlling person in connection with, or relating in any manner to, the
Notes or the transactions contemplated hereby, and which is included as part of
or referred to in any loss, claim, damage, liability or action arising out of
or based upon matters covered by clause (A) or (B) above (provided
that the Company shall not be liable under this clause (C) to the extent that
it is determined in a final judgment by a court of competent jurisdiction that
such loss, claim, damage, liability or action resulted directly from any acts
or failures to act under taken or omitted to be taken such by such Holder,
Participating Broker-Dealer, Initial Purchaser or underwriter through its gross
negligence or willful misconduct);


 


18

















 


provided, however, that this
indemnity does not apply to any loss, claim, damage, liability, expense or
action arising out of (i) an untrue statement or omission or alleged
untrue statement or omission made in reliance upon and in conformity with
written information furnished in writing to the Company by the Initial Purchasers
or any Holder, underwriter or Participating Broker-Dealer for use in a
Registration Statement (or any amendment thereto) or any Prospectus (or any
amendment or supplement thereto) or (ii) the failure of any Holder to
comply with the provisions of the last paragraph of Section 3 of this
Agreement; provided, further, however, that no
indemnity by the Company to any Holder, Participating Broker-Dealer, Initial
Purchaser, underwriter, officer, employee or controlling person shall apply in
respect of any final Prospectus furnished by such person to a person who
receives the Exchange Notes or the Registrable Notes, insofar as such indemnity
relates to any untrue or misleading statement or omission made in such final
Prospectus but eliminated or remedied prior to the confirmation of the sale of
such Exchange Notes or Registrable Notes in any amendment or supplement
thereto, unless a copy of such amendment or supplement (excluding any documents
incorporated by reference in such final Prospectus) is furnished by such person
on or before the confirmation of such sale.


 


(b)                                 Each
of the Initial Purchasers and each Holder, underwriter or Participating
Broker-Dealer agrees, severally and not jointly, to indemnify and hold harmless
the Company, its officers and employees, and each Person, if any, who controls
the Company within the meaning of Section 15 of the Securities Act or Section 20
of the Exchange Act, from and against any and all losses, claims, damages or
liabilities, joint or several, to which the Company, its officers, employees or
controlling persons may become subject, under the Securities Act or any other
statute or common law, and shall reimburse the Company and any such officer,
employee or controlling person for any legal or other expenses (including, to
the extent hereinafter provided, reasonable counsel fees) incurred by them in
connection with investigating any such losses, claims, damages, liabilities or
in connection with defending any action insofar as such losses, claims,
damages, liabilities, expenses or actions arise out of, or are based upon, (A) any
untrue statement or alleged untrue statement of a material fact contained in
any Registration Statement (or any amendment thereto) or Prospectus (or any
amendment or supplement thereto), covering Registrable Notes or Exchange Notes,
as applicable, or (B) the omission or alleged omission to state in any
Registration Statement (or any amendment thereto) or Prospectus (or any
amendment or supplement thereto) any material fact required to be stated therein
or necessary to make the statements therein not misleading, but in each case
only to the extent that the untrue statement or alleged untrue statement or
omission or alleged omission was made in reliance upon and in conformity with
written information concerning such Initial Purchaser, Holder, underwriter or
Participating Broker-Dealer specifically for inclusion therein; provided, however, that in the case of a Shelf Registration
Statement, no such Holder shall be liable for any claims hereunder in excess of
the amount of net proceeds received by such Holder from the sale of Registrable
Notes pursuant to such Shelf Registration Statement.


 


(c)                                  In
case any action shall be brought against any party in respect of which
indemnity may be sought pursuant to paragraph (a) or (b) of this Section 4,
such party (hereinafter called the indemnified party) shall promptly notify the
party or parties against whom indemnity shall be sought hereunder (hereinafter
called the indemnifying party) in writing, and the indemnifying party shall
have the right to participate at its own expense in the defense or, if it so
elects, to assume (in conjunction with any other indemnifying party) the
defense thereof,


 


19

















 


including the employment of counsel reasonably
satisfactory to the indemnified party and the payment of all fees and
expenses.  If the indemnifying party
shall elect not to assume the defense of any such action, the indemnifying party
shall reimburse the indemnified party for the reasonable fees and expenses of
any counsel retained by such indemnified party. 
Such indemnified party shall have the right to employ separate counsel
in any such action in which the defense has been assumed by the indemnifying
party and participate in the defense thereof, but the fees and expenses of such
counsel shall be at the expense of such indemnified party unless (i) the
employment of counsel has been specifically authorized by the indemnifying
party or (ii) the named parties to any such action (including any
impleaded parties) include each of such indemnified party and the indemnifying
party and such indemnified party shall have been advised by such counsel that a
conflict of interest between the indemnifying party and such indemnified party
may arise and for this reason it is not desirable for the same counsel to
represent both the indemnifying party and the indemnified party (it being
understood, however, that the indemnifying party shall not, in connection with
any one such action or separate but substantially similar or related actions in
the same jurisdiction arising out of the same general allegations or
circumstances, be liable for the reasonable fees and expenses of more than one
separate firm of attorneys for such indemnified party (plus any local counsel
retained by such indemnified party in its reasonable judgment)).  The indemnified party shall be reimbursed for
all such fees and expenses as they are incurred.  The indemnifying party shall not be liable
for any settlement of any such action effected without its consent, but if any
such action is settled with the consent of the indemnifying party or if there
be a final judgment for the plaintiff in any such action, the indemnifying
party agrees to indemnify and hold harmless the indemnified party from and
against any loss or liability by reason of such settlement or judgment.  No indemnifying party shall, without the
prior written consent of the indemnified party, effect any settlement of any
pending or threatened action, suit or proceeding in respect of which any
indemnified party is or could have been a party and indemnity has or could have
been sought hereunder by such indemnified party, unless such settlement
includes an unconditional release of such indemnified party from all liability
on claims that are the subject matter of such action, suit or proceeding.


 


(d)                                 If
the indemnification provided for under this Section 4 is unavailable to an
indemnified party in respect of any losses, claims, damages or liabilities
referred to therein, then each indemnifying party, in lieu of indemnifying such
indemnified party, shall contribute to the amount paid or payable by such
indemnified party as a result of such losses, claims, damages or liabilities (i) in
such proportion as is appropriate to reflect the relative benefits received by
the Company from the initial offering and sale of the Notes, on the one hand,
and by a Holder from receiving Registrable Notes or Exchange Notes registered
under the Securities Act, on the other, or (ii) if the allocation provided
by clause (i) above is not permitted by applicable law, in such proportion
as is appropriate to reflect the relative fault of the Company on the one hand
and such Holder on the other in connection with the statements or omissions
which resulted in such losses, claims, damages or liabilities, as well as any
other relevant equitable considerations. 
The relative fault of the Company on the one hand and the Holders on the
other shall be determined by reference to, among other things, whether the
untrue or alleged untrue statement of a material fact or the omission or
alleged omission to state a material fact relates to information supplied by
the Company or by any of the Initial Purchasers and such parties’ relative
intent, knowledge, access to information and opportunity to correct or prevent
such statement or omission.


 


20

















 


The
Company and the Holders agree that it would not be just and equitable if
contribution pursuant to this Section 4 were determined by pro rata
allocation or by any other method of allocation which does not take account of
the equitable considerations referred to in the immediately preceding
paragraph.  The amount paid or payable to
an indemnified party as a result of the losses, claims, damages and liabilities
referred to in the immediately preceding paragraph shall be deemed to include,
subject to the limitations set forth above, any legal or other expenses
reasonably incurred by such indemnified party in connection with investigating
or defending any such action or claim. 
Notwithstanding the provisions of this Section 4, an indemnifying
party that is a Holder of Registrable Notes or Exchange Notes shall not be
required to contribute any amount in excess of the amount by which the total
price at which the Registrable Notes or the Exchange Notes sold by such
indemnifying party to any purchaser exceeds the amount of any damages which
such indemnifying party has otherwise paid or become liable to pay by reason of
any untrue or alleged untrue statement or omission or alleged omission.  The Holders’ obligations in this Section 4
to contribute shall be several in proportion to the principal amount of
Registrable Notes and Exchange Notes registered for them and not joint.  No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of
the Securities Act) shall be entitled to contribution from any person who
was not guilty of such fraudulent misrepresentation.  For purposes of this Section 4, each
Affiliate of a Holder, and each director, officer and employee and Person, if
any, who controls a Holder or such Affiliate within the meaning of Section 15
of the Securities Act or Section 20 of the Exchange Act shall have the
same rights to contribution as such Holder and each Person, if any, who
controls the Company within the meaning of Section 15 of the Securities
Act or Section 20 of the Exchange Act shall have the same rights to
contribution as the Company .


 


5.                                      Participation
in an Underwritten Registration.     No Holder may
participate in an underwritten registration hereunder unless such Holder (a) agrees
to sell such Holder’s Registrable Notes on the basis provided in the
underwriting arrangement approved by the Persons entitled hereunder to approve
such arrangements and (b) completes and executes all reasonable
questionnaires, powers of attorney, indemnities, underwriting agreements,
lock-up letters and other documents reasonably required under the terms of such
underwriting arrangements.


 


6.                                      Selection
of Underwriters.     The Holders of Registrable
Notes covered by the Shelf Registration Statement who desire to do so may sell
the Notes covered by such Shelf Registration in an underwritten offering,
subject to the provisions of Section 3(n) hereof. In any such underwritten
offering, the underwriter or underwriters and manager or managers that will
administer the offering will be selected by the Holders of a majority  in aggregate principal amount of the Registrable Notes
included in such offering; provided, however,
that such underwriters and managers must be reasonably satisfactory to the
Company.


 


7.                                      Miscellaneous.


 


(a)                                  Rule 144
and Rule 144A.     For so long as the Company
is subject to the reporting requirements of Section 13 or 15 of the
Exchange Act and any Registrable Notes remain outstanding, the Company will
file the reports required to be filed by it under the Securities Act and Section 13(a) or
15(d) of the Exchange Act and the rules and regulations adopted by
the SEC thereunder; provided, however,
that if the Company ceases to be so required to file such reports,


 


21
















 


it will, upon the request
of any Holder of Registrable Notes, (a) make publicly available such
information as is necessary to permit sales of its securities pursuant to Rule 144
under the Securities Act, (b) deliver such information to a prospective
purchaser as is necessary to permit sales of its securities pursuant to Rule 144A
under the Securities Act, and (c) take such further action that is
reasonable in the circumstances, in each case, to the extent required from time
to time to enable such Holder to sell its Registrable Notes without
registration under the Securities Act within the limitation of the exemptions
provided by (i) Rule 144 under the Securities Act, as such rule may
be amended from time to time, (ii) Rule 144A under the Securities
Act, as such rule may be amended from time to time, or (iii) any
similar rules or regulations hereafter adopted by the SEC.  Upon the request of any Holder of Registrable
Notes, the Company will deliver to such Holder a written statement as to
whether it has complied with such requirements.


 


(b)           No
Inconsistent Agreements.     The Company
has not entered into, nor will the Company on or after the date of this
Agreement enter into, any agreement which is inconsistent with the rights
granted to the Holders of Registrable Notes in this Agreement or otherwise
conflicts with the provisions hereof without the written consent of Holders of
a majority in aggregate principal amount of the outstanding Registrable
Notes.  The rights granted to the Holders
hereunder do not in any way conflict with and are not inconsistent with the
rights granted to the holders of the Company’s other issued and outstanding
securities under any such agreements.


 


(c)           Amendments
and Waivers.     The provisions of this
Agreement, including the provisions of this sentence, may not be amended,
modified or supplemented, and waivers or consents to departures from the
provisions hereof may not be given, unless the Company has obtained the written
consent of Holders of a majority in aggregate principal amount of the
outstanding Registrable Notes affected by such amendment, modification,
supplement, waiver or departure; provided that
no amendment, modification or supplement or waiver or consent to the departure
with respect to the provisions of Section 4 hereof shall be effective as
against any Holder of Registrable Notes unless consented to in writing by such
Holder of Registrable Notes. 
Notwithstanding the foregoing sentence, (i) this Agreement may be
amended, without the consent of any Holder of Registrable Notes, by written
agreement signed by the Company and the Initial Purchasers, to cure any
ambiguity, correct or supplement any provision of this Agreement that may be
inconsistent with any other provision of this Agreement or to make any other
provisions with respect to matters or questions arising under this Agreement
which shall not be inconsistent with other provisions of this Agreement, (ii) this
Agreement may be amended, modified or supplemented, and waivers and consents to
departures from the provisions hereof may be given, by written agreement signed
by the Company and the Initial Purchasers to the extent that any such
amendment, modification, supplement, waiver or consent is, in their reasonable
judgment, necessary or appropriate to comply with applicable law and regulation
(including any interpretation of the staff of the SEC) or any change therein
and (iii) to the extent any provision of this Agreement relates to an
Initial Purchaser, such provision may be amended, modified or supplemented, and
waivers or consents to departures from such provisions may be given, by written
agreement signed by such Initial Purchaser and the Company.


 


(d)           Notices.     All
notices and other communications provided for or permitted hereunder shall be
made in writing by hand-delivery, registered first-class mail, telex,
telecopier, or any courier guaranteeing overnight delivery (i) if to a
Holder, at the most current address


 


22

















 


given by such
Holder to the Company by means of a notice given in accordance with the
provisions of this Section 7(d), which address initially is, with respect
to the Initial Purchasers:


 


	
  c/o

  	
  Barclays Capital Inc.

  
	
   

  	
  200 Park Avenue

  
	
   

  	
  New York, New York
  10166

  
	
   

  	
  Attention: Fixed Income
  Syndicate Desk

  
	
   

  	
   

  
	
   

  	
  J.P. Morgan Securities
  Inc.

  
	
   

  	
  270 Park Avenue

  
	
   

  	
  New York, New York
  10017

  
	
   

  	
  Attention: High Grade
  Syndicate Desk – 8th Floor

  
	
   

  	
   

  
	
   

  	
  UBS Securities LLC

  
	
   

  	
  677 Washington Boulevard

  
	
   

  	
  Stamford, Connecticut 06901

  
	
   

  	
  Attention: Fixed Income
  Syndicate

  



 


and (ii) if to the
Company, initially at the Company c/o Ameren Corporation:


 


	
  P.O. Box 66149

  	
   

  
	
  St. Louis, Missouri
  63166-6149

  	
   

  
	
  Attention: Treasurer

  	
   

  



 


and thereafter at such
other address, notice of which is given in accordance with the provisions of
this Section 7(d).


 


All such notices and communications shall be deemed to
have been duly given at the time delivered by hand, if personally delivered;
five Business Days after being deposited in the mail, postage prepaid, if
mailed; when answered back, if telexed; when receipt is acknowledged, if
telecopied; and on the next Business Day, if timely delivered to an air courier
guaranteeing overnight delivery.


 


Copies of all such notices, demands, or other
communications shall be concurrently delivered by the Person giving the same to
the Trustee, at the address specified in the Indenture.


 


(e)           Successors
and Assigns.     This Agreement shall inure
to the benefit of and be binding upon the successors, assigns and transferees
of the Initial Purchasers, including, without limitation and without the need
for an express assignment, subsequent Holders; provided,
however, that nothing herein shall be deemed to permit any
assignment, transfer or other disposition of Registrable Notes in violation of
the terms of the Purchase Agreement or the Indenture.  If any transferee of any Holder shall acquire
Registrable Notes in any manner, whether by operation of law or otherwise, such
Registrable Notes shall be held subject to all of the terms of this Agreement,
and by taking and holding such Registrable Notes, such Person


 


23

















 


shall be
conclusively deemed to have agreed to be bound by and to perform all of the
terms and provisions of this Agreement and such Person shall be entitled to receive
the benefits hereof.


 


(f)            Third
Party Beneficiaries.     Each Holder and
any Participating Broker-Dealer shall be third party beneficiaries of the
agreements made hereunder among the Initial Purchasers and the Company, and the
Initial Purchasers shall have the right to enforce such agreements directly to
the extent it deems such enforcement necessary or advisable to protect its
rights or the rights of Holders hereunder.


 


(g)           Counterparts.     This
Agreement may be executed in any number of counterparts and by the parties
hereto in separate counterparts, each of which when so executed shall be deemed
to be an original and all of which taken together shall constitute one and the
same agreement.


 


(h)           Headings.     The
headings in this Agreement are for convenience of reference only and shall not
limit or otherwise affect the meaning hereof.


 


(i)            GOVERNING
LAW.     THIS AGREEMENT SHALL BE DEEMED TO
HAVE BEEN MADE IN THE STATE OF NEW YORK. 
THE VALIDITY AND INTERPRETATION OF THIS AGREEMENT, AND THE TERMS AND
CONDITIONS SET FORTH HEREIN, SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK.


 


(j)            Severability.     In
the event that any one or more of the provisions contained herein, or the
application thereof in any circumstance, is held invalid, illegal or
unenforceable, the validity, legality and enforceability of any such provision
in every other respect and of the remaining provisions contained herein shall
not be affected or impaired thereby.


 


(k)           Notes
Held by the Company or its Affiliates.     Whenever
the consent or approval of Holders of a specified percentage of Registrable
Notes is required hereunder, Registrable Notes held by the Company or its
Affiliates shall not be counted in determining whether such consent or approval
was given by the Holders of such required percentage.


 


(l)            Entire
Agreement.     This Agreement embodies the
entire agreement and understanding between the Company and each of the Initial
Purchaser relating to the subject matter hereof and supersedes all prior
agreements and understandings, both written and oral, among the parties hereto
with respect to this subject matter.


 


[continued on next page]


 


24

















 


IN WITNESS WHEREOF, the parties have executed this
Agreement as of the date first written above.


 


	
   

  	
  ILLINOIS POWER COMPANY

  
	
   

  	
  D/B/A AMERENIP

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
     /s/
  Jerre E. Birdsong

  
	
   

  	
   

  	
  Name: Jerre
  E. Birdsong

  
	
   

  	
   

  	
  Title: Vice
  President and Treasurer

  



 


 


	
  Confirmed and
  accepted as of

  	
   

  
	
  the date first
  above written:

  	
   

  
	
   

  	
   

  
	
  BARCLAYS CAPITAL INC.

  	
   

  
	
  J.P. MORGAN SECURITIES INC.

  	
   

  
	
  UBS SECURITIES LLC

  	
   

  
	
   

  	
   

  
	
  By:   BARCLAYS
  CAPITAL INC.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By: 

  	
  /s/ Gregory J. Hall

  	
   

  
	
   

  	
  Name: Gregory J. Hall

  	
   

  
	
   

  	
  Title: Managing Director

  	
   

  
	
   

  	
   

  
	
  By:   J.P.
  MORGAN SECURITIES INC.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By: 

  	
  /s/ Stephen L. Sheiner

  	
   

  
	
   

  	
  Name: Stephen L.
  Sheiner

  	
   

  
	
   

  	
  Title: Vice
  President

  	
   

  
	
   

  	
   

  
	
  By:   UBS SECURITIES LLC

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By: 

  	
  /s/ Christopher Forsher

  	
   

  
	
   

  	
  Name:
  Christopher Forshner

  	
   

  
	
   

  	
  Title: Managing
  Director

  	
   

  
	
   

  	
   

  
	
  By: 

  	
  /s/ Scott Whitney

  	
   

  
	
   

  	
  Name: Scott
  Whitney

  	
   

  
	
   

  	
  Title: Managing
  Director

  	
   

  
						



 


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