EXHIBIT B-4
PROMISSORY NOTE
$ , 2000
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St. Louis, Missouri
FOR VALUE RECEIVED, the undersigned, CENTRAL ILLINOIS PUBLIC SERVICE
COMPANY d/b/a AmerenCIPS (the "MAKER"), promises to pay to the order of UNION
ELECTRIC COMPANY, d/b/a/ AmerenUE (the "PAYEE"), in lawful money of the United
States of America, in immediately available funds at the principal business
address of the Payee, 1901 Chouteau Avenue, St. Louis, Missouri 63103, or at
such other location as the Payee may designate from time to time in writing, the
principal amount of $ (subject to adjustment as provided in the Asset
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Transfer Agreement hereinafter referred to), together with interest thereon as
provided in this Note at a rate per annum (computed on the basis of a 360-day
year consisting of twelve 30 day months) equal to percent ( %),
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payable as provided herein; provided that the final payment of principal and
interest hereon shall be due not later than .
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Payments of principal and interest on this Note shall be made in accordance
with Schedule I to this Note attached hereto and subject to the attached
statement of subordination.
This Note is the Note referred to in and executed and delivered pursuant to
the Asset Transfer Agreement of even date by and among the Maker as Transferee,
the Payee as Transferor and Ameren Corporation (the "Asset Transfer Agreement").
Upon receiving the prior written consent of the Payee, the Maker shall have
the right to prepay the principal amount of this Note, in whole or in part,
without premium or penalty. All partial prepayments shall be applied first to
accrued interest under this Note and then to principal installments in the
reverse order of their maturity.
The Maker shall be in default under this Note upon the occurrence of any of
the following events of default (an "Event of Default"):
(a) default in the payment of any installment of the principal or interest
on this Note, which default, continues unremedied for a period of ten
days after notice of default shall have been received by the Maker
from the Payee;
(b) the Maker fails to make any payment in respect of any indebtedness or
contingent obligation having an aggregate principal amount of more
than $5,000,000 when due (whether by scheduled maturity, required
prepayment, acceleration, demand, or otherwise) and such failure
continues after the applicable grace or notice period, if any,
specified in the relevant document on the date of such failure;
(c) any breach of the provisions under the Asset Transfer Agreement,
subject to any periods of cure thereunder, by the Maker; and
(d) an involuntary proceeding shall be commenced or an involuntary
petition shall be filed seeking (i) liquidation, reorganization or
other relief in respect of the Maker or its debts, or of a substantial
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part of its assets, under any Federal, state or foreign bankruptcy,
insolvency, receivership, or similar law now or hereafter in effect or
(ii) the appointment of a receiver, trustee, custodian, sequestrator,
conservator or similar official for the Maker or for a substantial
part of its assets, and, in any such case, such proceeding or petition
shall continue undismissed for 60 days or an order or decree approving
or ordering any of the foregoing shall be entered.
Upon the occurrence of an Event of Default, and at any time thereafter as
long as such Event of Default shall be continuing, the Payee may declare all
liabilities and obligations of the Maker to the Payee immediately due and
payable and the same shall thereupon become immediately due and payable without
any further action on the part of the Payee.
This Note shall not be assigned by the Maker without the prior written
consent of the Payee. This Note shall bind the Maker and its successors and
assigns, and the benefits hereof shall inure to the benefit of the Payee and its
successors and assigns. All references herein to the "Maker" and "Payee" shall
be deemed to apply to the Maker and the Payee, respectively, and to their
respective successors and assigns.
The Maker (and the endorser, guarantor or surety hereof) hereby waives
presentment, demand, protest and notice of any kind. No failure to exercise and
no delay in exercising any rights hereunder on the part of the Payee shall
operate as a waiver of such rights.
The validity, interpretation and enforcement of this Note shall be governed
by the laws of the State of Illinois without giving effect to the conflict of
laws principles thereof.
IN WITNESS WHEREOF, the Maker has caused this Note to be executed and
delivered by the Maker's duly authorized person as of the date first set forth
above.
CENTRAL ILLINOIS PUBLIC SERVICE COMPANY,
d/b/a AMERENCIPS
By:
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SCHEDULE I
SCHEDULE OF PRINCIPAL AND INTEREST PAYMENTS ON PROMISSORY NOTE
Payments of principal are due on of each year. Payments of interest
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are due on , , , and of each
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year commencing , 200 . Amounts payable are subject to adjustment as
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provided in the Note and the Asset Transfer Agreement dated as of ,
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2000.
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Period Ending Principal Payment Interest Payment
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<PAGE>
STATEMENT OF SUBORDINATION
The indebtedness evidenced by this Note shall be subordinate and junior to
any and all indebtedness (hereafter referred to as "Senior Debt") of Maker, now
existing or hereafter incurred, in respect of (i) borrowings (including renewals
and extensions thereof) from any one or more banks, insurance companies, pension
or profit sharing trusts, or other financial institutions whether secured or
unsecured, and (ii) all other borrowings incurred, assumed or guaranteed by
Maker, at any time, before or after the date of this Note, evidenced by a note,
debenture, bond or other similar instrument (including capitalized lease and
purchase money obligations, and/or for the acquisition (whether by way of
purchase, merger or otherwise) of any business, real property or other assets
(except assets acquired in the ordinary course of business) but excluding
obligations other than for borrowed money including trade payables and other
obligations to general creditors), except indebtedness which, by its terms or
the terms of the instrument creating or evidencing it, provides that such
indebtedness is not superior in right of payment to the payment of principal of
or any interest on this Note, or that such indebtedness is subordinated to all
other indebtedness of the Maker. Notwithstanding any other provision of this
Note, "Senior Debt" shall include refinancings, renewals, extensions or
refundings of the indebtedness described in clauses (i) and (ii) above.
"Subordinate and junior" as used herein shall mean that in the event of:
(a) any default in, or violation of, the terms or covenants of
any Senior Debt, including, without limitation, any default in payment
of principal of, or premium, if any, or interest on, any Senior Debt
whenever due (whether by acceleration of maturity or otherwise), and
during the continuance thereof, or
(b) the institution of any liquidation, dissolution, bankruptcy,
insolvency, reorganization or similar proceeding relating to Maker,
its property or its creditors as such,
the holder of this Note shall not be entitled to receive any payment of
principal of, or premium, if any, or interest on, this Note until all amounts
owing in respect of Senior Debt (matured and unmatured) shall have been paid in
full; and from and after the happening of any event described in clause (c) of
this paragraph, all payments and distributions of any kind or character (whether
in cash, securities or property) which, except for the subordination provisions
hereof, would have been payable or distributable to the holder of this Note
(whether directly or by reason of this Note's being superior to any other
indebtedness), shall be made to and for the benefit of the holders of Senior
Debt (who shall be entitled to make all necessary claims therefor) in accordance
with the priorities of payment thereof until all Senior Debt (matured and
unmatured) shall have been paid in full. Upon the happening of any event
described in clauses (a) or (b) of this paragraph, all Senior Debt shall (at the
option of the holder thereof and subject to the terms thereof) become
immediately due and payable in full. No act or failure to act on the part of
Maker, and no default under or breach of any agreement of Maker, whether or not
herein set forth, shall in any way prevent or limit the holder of any Senior
Debt from enforcing fully the subordination herein provided for, irrespective of
any knowledge or notice which such holder may at any time have or be charged
with. So long as any Senior Debt shall be outstanding, Maker shall not, without
the prior written consent of all holders thereof except as may be otherwise
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agreed to by such holders in such instruments, (i) pay any amount in respect of
principal of this Note prior to the stated maturity thereof or purchase or
redeem this Note in whole or in part, except as may be otherwise expressly
required herein or (ii) alter or amend any of the terms of this paragraph. Maker
and the holder hereof agree not to alter, amend or waive any of the terms of
this Note or any right in respect thereto in any manner which might adversely
affect the holders of Senior Debt without the prior written consent of all such
holders except as may be otherwise agreed to by such holders in such
instruments. Without limiting the above, any alteration, amendment or waiver
providing for full or partial payment, purchase or redemption hereof, by Maker
at any time other than as originally set forth herein, shall be deemed to
adversely affect the holders of Senior Debt. Anything hereinabove to the
contrary notwithstanding, in the event that any payment or distribution is made
with respect to the indebtedness evidenced by this Note in violation of the
terms hereof, any holder hereof receiving such payment or distribution shall
hold it in trust for the benefit of, and shall remit it to, the holders of
Senior Debt then outstanding in accordance with the priorities of payment
thereof. The provisions of this paragraph are solely for the purpose of defining
the relative rights of the holders of Senior Debt on the one hand, and the
holder of this Note on the other hand, and nothing herein shall impair, as
between Maker and the holder of this Note, the obligation of Maker, which is
unconditional and absolute, to pay to the holder hereof the principal hereof,
and the premium, if any, and interest hereon, in accordance with the terms
hereof nor shall anything herein prevent the holder of this Note from exercising
all remedies otherwise permitted by applicable law or hereunder upon default
hereunder, subject to the rights, if any, under this paragraph of holders of
Senior Debt. Any instrument defining the terms of any Senior Debt may include
subordination provisions in respect of this Note and, in such case, in the event
of any inconsistency between the terms of the subordination provisions of such
Senior Debt instrument and the subordination provisions herein, the terms of the
subordination provisions of such Senior Debt instrument shall govern.
This statement of subordination is hereby made a part of the attached Note
as if set forth in full therein.
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