Exhibit 4.4 CILCO Supplemental Indenture dated March 1, 2007


    Exhibit
      4.4

     

    When
      recorded mail to:

     

    
      	
               

              Craig
                W. Stensland

              Central
                Illinois Light Company

              One
                Ameren Plaza (MC 1310)

              1901
                Chouteau Avenue

              St.
                Louis, MO 63103

            	 


    

    


     

    
      	
              Indenture

               

            
	
              Between

               

            
	
              Central
                Illinois Light Company

               

            
	
              and

               

            
	
              Deutsche
                Bank Trust Company Americas,

               

            
	
              as
                successor Trustee under Indenture of Mortgage and Deed of Trust,
                dated as
                of April 1, 1933, between Illinois Power Company and Bankers Trust
                Company
                (predecessor of Deutsche Bank Trust Company Americas), as Trustee,
                as
                amended and supplemented by Indenture between the same parties, dated
                as
                of June 30, 1933, and as amended, supplemented and assumed by Indenture
                dated as of July 1, 1933, between Central Illinois Light Company
                and
                Bankers Trust Company (predecessor of Deutsche Bank Trust Company
                Americas), as Trustee, and as amended and supplemented by various
                Indentures between the same parties bearing subsequent dates.

               

            
	
              Dated
                as of March 1, 2007

               

            
	
              This
                instrument was prepared by Steven R. Sullivan, Senior Vice President,
                General Counsel and 

              Secretary
                of Central Illinois Light Company, 300
                Liberty Street, Peoria, Illinois 61602, (314) 554-2098.

               

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Indenture
      dated as of the 1st
      day of
      March, 2007 (hereinafter sometimes referred to as this “Supplemental
      Indenture”), between Central Illinois Light Company, a corporation of the State
      of Illinois (hereinafter sometimes referred to as the “Company”), party of the
      first part, and Deutsche Bank Trust Company Americas, a corporation of the
      State
      of New York, as successor Trustee (hereinafter sometimes referred to as the
      “Trustee”), party of the second part, under the Indenture of Mortgage and Deed
      of Trust between Illinois Power Company and Bankers Trust Company (predecessor
      of Deutsche Bank Trust Company Americas), as Trustee, dated as of April 1,
      1933,
      as amended and supplemented by Indenture between said Illinois Power Company
      and
      said Bankers Trust Company (predecessor of Deutsche Bank Trust Company
      Americas), dated as of June 30, 1933, and as amended, supplemented and assumed
      by Indenture between the Company and said Bankers Trust Company (predecessor
      of
      Deutsche Bank Trust Company Americas), dated as of July 1, 1933, and as amended
      and supplemented by various Indentures between the Company and said Bankers
      Trust Company (predecessor of Deutsche Bank Trust Company Americas) bearing
      subsequent dates (said Indenture of Mortgage and Deed of Trust as amended,
      supplemented and assumed being hereinafter sometimes referred to as the
“Indenture”).

     

    WHEREAS,
      the Indenture provides for the issuance of bonds thereunder in one or more
      series, the form of which series of bonds to be substantially in the form set
      forth therein with such insertions, omissions and variations as the Board of
      Directors of the Company may determine; and

     

    WHEREAS,
      the Company has entered into a Credit Agreement, dated as of February 9, 2007
      (as amended or otherwise modified from time to time, the “Credit Agreement”) by
      and among the Company, Central Illinois Public Service Company, Illinois Power
      Company, AmerenEnergy Resources Generating Company and CILCORP Inc., as
      borrowers, the lenders from time to time party thereto (the “Lenders”) and
      JPMorgan Chase Bank, N.A., as agent (in such capacity, the “Agent”) for the
      Lenders, providing for the making of certain financial accommodations thereunder
      to the Company, and pursuant to such Credit Agreement, the Company has agreed
      to
      issue to the Agent, as evidence of and security for the Obligations (as such
      term is defined in the Credit Agreement) of the Company (the “Company
      Obligations”), a new series of bonds under the Indenture; and

     

    WHEREAS,
      for such purposes, the Company, by appropriate corporate action in conformity
      with the terms of the Indenture, has duly determined to create a series of
      bonds
      under the Indenture to be designated as “First Mortgage Bonds, 2007 Credit
      Agreement Series” (hereinafter sometimes referred to as the “bonds of the 2007
      Credit Agreement Series”), the bonds of which series are to be issued as
      registered bonds without coupons and are to bear interest as specified in the
      form of bond of the 2007 Credit Agreement Series set forth below and are to
      mature, subject to prior acceleration and redemption, on the Maturity Date
      (as
      such term is defined in the Credit Agreement); and

     

    WHEREAS,
      the bonds of 2007 Credit Agreement Series shall be issued to the Agent as
      evidence of and security for the Company Obligations under the Credit Agreement;
      and

     

    WHEREAS,
      the definitive registered bonds without coupons of the 2007 Credit Agreement
      Series (certain of the provisions of which may be printed on the reverse side
      thereof) 

     

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    and
      the
      Trustee’s certificate of authentication to be borne by such bonds are to be
      substantially in the following forms, respectively:

     

    


    [General
      Form of Registered Bond of the 2007 Credit Agreement
      Series]

     

    No.
      ____
                 
       $________

     

    _______________

     

    Notwithstanding
      any provisions hereof or in the Indenture this Bond is not assignable or
      transferable except to a successor Agent appointed in accordance with the Credit
      Agreement, dated as of February 9, 2007, hereinafter referred
      to.

     

    CENTRAL
      ILLINOIS LIGHT COMPANY

     

    First
      Mortgage Bond, 2007 Credit Agreement Series

     

    Illinois
      Commerce Commission

    Identification
      No.: Ill. C.C. [____]

     

    Central
      Illinois Light Company, a corporation of the State of Illinois (hereinafter
      called the “Company”), for value received, hereby promises to pay to JPMorgan
      Chase Bank, N.A., as agent (in such capacity, the “Agent”) for the Lenders (as
      defined below) under the Credit Agreement, dated as of February 9, 2007, by
      and
      among the Company, Central Illinois Public Service Company, Illinois Power
      Company, AmerenEnergy Resources Generating Company and CILCORP Inc., as
      borrowers, the lenders from time to time party thereto (the “Lenders”) and
      JPMorgan Chase Bank, N.A., as agent (as amended or otherwise modified from
      time
      to time, the “Credit Agreement”), or registered assigns, the principal amount
      specified above or such lesser principal amount as shall be equal to the amount
      of the Borrower Credit Exposure (as defined in the Credit Agreement) of the
      Company outstanding on the Maturity Date (having at any time the meaning such
      term has at such time under the Credit Agreement) of the Company, but not in
      excess of the principal amount of this bond, and to pay interest thereon at
      the
      Interest Rate (as defined below) until the principal hereof is paid or duly
      made
      available for payment on the Maturity Date or in the event of redemption of
      this
      bond, until the redemption date.

     

    Interest
      on this bond shall be payable on each Interest Payment Date (as defined below),
      commencing on the first Interest Payment Date next succeeding the date of this
      bond. If the Maturity Date falls on a day which is not a Business Day, as
      defined below, principal and any interest and/or fees payable with respect
      to
      the Maturity Date will be paid on the next succeeding Business Day. The interest
      payable, and punctually paid or duly provided for, on any Interest Payment
      Date
      will, subject to certain exceptions provided in the Supplemental Indenture
      dated
      as of March 1, 2007, hereinafter referred to, be paid to the person in whose
      name this bond (or one or more predecessor bonds) is registered at the close
      of
      business on the Record Date (as defined below); provided, however, that interest
      payable on the Maturity Date will be payable to the person to whom the principal
      hereof shall be payable. Should the Company default in the payment of interest
      (“Defaulted Interest”), the Defaulted Interest shall be paid to the person in
      whose name this bond is registered on the Record Date to be established by
      the
      Trustee for 

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

     

    payment
      of such Defaulted Interest. As used herein, (A) “Business Day” shall have the
      meaning assigned thereto in the Credit Agreement; (B) “Interest Payment Date”
shall mean each date on which Company Obligations constituting interest and/or
      fees are due and payable from time to time pursuant to the Credit Agreement;
      (C)
“Interest Rate” shall mean a rate of interest per annum, adjusted as necessary,
      to result in an interest payment equal to the aggregate amount of Company
      Obligations constituting interest and fees of the Company due under the Credit
      Agreement on the applicable Interest Payment Date; and (D) “Record Date” with
      respect to any Interest Payment Date shall mean the day (whether or not a
      Business Day) immediately next preceding such Interest Payment
      Date.

     

    Both
      the
      principal of and the interest on this bond shall be payable, in immediately
      available funds, at the office of the Trustee hereinafter referred
      to.

     

    This
      bond
      is to be issued and delivered to the Agent in order to evidence and secure
      the
      obligations of the Company under the Credit Agreement to make payments to the
      Lenders under the Credit Agreement and to provide the Lenders the benefit of
      the
      lien of the Indenture with respect to the 2007 Credit Agreement Series
      Bonds.

     

    The
      obligation of the Company to make payments with respect to principal under
      the
      Credit Agreement shall not give rise to an obligation to pay principal of the
      2007 Credit Agreement Series Bonds except on the Maturity Date of the Company
      or
      upon redemption hereof. If at any time any permanent reduction of the Borrower
      Sublimit (as defined in the Credit Agreement) of the Company or the Borrower
      Credit Exposure (as defined in the Credit Agreement) of the Company shall result
      in the principal of the 2007 Credit Agreement Series Bonds being greater than
      the greater of the Borrower Sublimit and the Borrower Credit Exposure, a payment
      obligation with respect to the principal of the 2007 Credit Agreement Series
      Bonds in the amount of such excess shall be deemed discharged upon the
      effectiveness of such permanent reduction. No payment of principal under the
      Credit Agreement shall reduce the principal amount of the 2007
      Credit Agreement Series Bonds to an amount less than the greater of the Borrower
      Sublimit and the Borrower Credit Exposure.

     

    The
      obligation of the Company to make payments with respect to the interest on
      this
      bond shall be fully or partially, as the case may be, satisfied and discharged
      to the extent that, at the time that any such payment shall be due, the then
      due
      interest and/or fees of the Company under the Credit Agreement shall have been
      fully or partially paid. Satisfaction of any obligation to the extent that
      payment is made with respect to the interest and/or fees of the Company under
      the Credit Agreement means that if any payment is made on the interest and/or
      fees of the Company under the Credit Agreement, a corresponding payment
      obligation with respect to the interest on this bond shall be deemed discharged
      in the same amount as such payment made on the interest and/or fees of the
      Company under the Credit Agreement.

     

    The
      Trustee may at any time and all times conclusively assume that the obligation
      of
      the Company to make payments with respect to the principal of and interest
      on
      this bond, so far as such payments at the time have become due, has been fully
      satisfied and discharged pursuant to the foregoing paragraphs unless and until
      the Trustee shall have received a written notice from the Agent stating (i)
      that
      timely payment of principal of or interest on this bond has not been made,
      (ii)
      that the Company is in arrears as to the payments required to be made by it
      to
      the 

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    Agent
      in
      connection with the Company Obligations pursuant to the Credit Agreement, and
      (iii) the amount of the arrearage.

     

    This
      bond
      is one of an issue of bonds of the Company, issuable in series, and is one
      of a
      series known as its First Mortgage Bonds of the series designated in its title,
      all issued and to be issued under and equally secured (except as to any sinking
      fund established in accordance with the provisions of the Mortgage (defined
      below) for the bonds of any particular series) by an Indenture of Mortgage
      and
      Deed of Trust dated as of April 1, 1933, executed by Illinois Power Company
      to
      Bankers Trust Company (predecessor of Deutsche Bank Trust Company Americas)
      or
      its successor (hereinafter sometimes referred to as the “Trustee”)
      as
      Trustee, as amended by Indenture dated as of June 30, 1933, as assumed by the
      Company and as amended and supplemented by Indentures between the Company and
      the Trustee bearing subsequent dates, including the Indenture dated as of March
      1, 2007 (all of which indentures are herein collectively called the
“Mortgage”),
      to
      which reference is made for a description of the property mortgaged and pledged,
      the nature and extent of the security, the rights of the holders of the bonds
      in
      respect thereof and the terms and conditions upon which the bonds are
      secured.

     

    As
      more
      fully described in the supplemental indenture establishing the terms and
      provisions of the bonds of this series, the rights and obligations of the
      Company and the rights of the bondholders may be modified with the consent
      of
      the holders of not less than 60% in principal amount of the bonds adversely
      affected; provided,
      however, that
      no
      modification shall (1) extend the time, or reduce the amount, of any payment
      on
      any bond, without the consent of the holder of each bond so affected, (2) permit
      the creation of any lien, not otherwise permitted, prior to or on a parity
      with
      the lien of the Mortgage, without the consent of the holders of all bonds then
      outstanding, or (3) reduce the above percentage of the principal amount of
      bonds
      the holders of which are required to approve any such modification without
      the
      consent of the holders of all bonds then outstanding.

     

    The
      principal hereof may be declared or may become due on the conditions, with
      the
      effect, in the manner and at the time set forth in the Mortgage, upon the
      occurrence of a completed default as in the Mortgage provided.

     

    This
      bond
      is not redeemable except upon written demand of the Agent following the
      occurrence of a Default by the Company under the Credit Agreement and the
      acceleration of the Company Obligations under the Credit Agreement.


     

    In
      the
      manner and upon payment of the charges prescribed in the Mortgage, registered
      bonds without coupons of this series may be exchanged for a like aggregate
      principal amount of fully registered bonds of other authorized denominations
      of
      the same series, upon presentation and surrender thereof, for cancellation,
      to
      the Trustee at its principal office in the Borough of Manhattan, The City of
      New
      York, New York.

     

    This
      bond
      shall not be assignable or transferable except to a successor Agent appointed
      in
      accordance with the Credit Agreement. Subject to the restriction on transfer
      of
      this bond hereinbefore set forth, this bond is transferable as prescribed in
      the
      Mortgage by the registered owner hereof in person, or by his duly authorized
      attorney, at the office or agency of the Company in the Borough of Manhattan,
      The City of New York, New York, upon surrender and 

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    cancellation
      of this bond, and, thereupon, a new fully registered bond of the same series
      for
      a like principal amount will be issued to the transferee in exchange therefor
      as
      provided in the Mortgage, and upon payment, if the Company shall require it,
      of
      the charges therein prescribed; provided, that the Company shall not be required
      to exchange any bonds of this series for a period of ten (10) days next
      preceding an Interest Payment Date with respect to such bonds.

     

    The
      Agent
      shall surrender this bond to the Trustee when each of the Borrower Sublimit
      and
      the Borrower Credit Exposure of the Company have been reduced to zero and all
      fees and other amounts payable by the Company pursuant to the Credit Agreement
      with respect to the Company Obligations shall have been duly paid.

     

    No
      recourse shall be had for the payment of the principal of or interest on this
      bond against any incorporator or any past, present or future subscriber to
      the
      capital stock, stockholder, officer or director of the Company or of any
      predecessor or successor corporation, either directly or through the Company
      or
      any predecessor or successor corporation, under any rule of law, statute or
      constitution or by the enforcement of any assessment or otherwise, all such
      liability of incorporators, subscribers, stockholders, officers and directors
      being released by the holder or owner hereof by the acceptance of this bond
      and
      being likewise waived and released by the terms of the Mortgage.

     

    This
      bond
      shall not become obligatory until Deutsche Bank Trust Company Americas, the
      Trustee under the Mortgage, or its successor thereunder, shall have signed
      the
      form of certificate endorsed hereon.

     

    IN
      WITNESS WHEREOF, Central Illinois Light Company has caused this bond to be
      signed in its name by its President or a Vice President by a facsimile of his
      signature and a facsimile of its corporate seal to be printed hereon, attested
      by its Secretary or an Assistant Secretary by a facsimile of his
      signature.

     

    
      	
              Dated:

               

            	 
	
              [Seal]

               

            	
              Central
                Illinois Light Company

               

            
	 	
              By__________________________________

              [President]

               

            
	
              Attest:

               

              ____________________________________

              [Secretary]

               

            	 


    

    


     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    


    


    [Form
      of Trustee’s Certificate]

     

    This
      bond
      is one of the bonds of the series designated therein, described in the
      within-mentioned Mortgage.

     

    
      	 	
              Deutsche
                Bank Trust Company Americas, 

              as
                Trustee

               

              By 
                Deutsche Bank National Trust Company

               

            
	 	
              By__________________________________

              Authorized
                Officer

            


    

    and

     

    WHEREAS,
      all things necessary to make the bonds of the 2007 Credit Agreement Series,
      when
      authenticated by the Trustee and issued as in the Indenture provided, the valid,
      binding and legal obligations of the Company, entitled in all respects to the
      security of the Indenture, have been done and performed, and the creation,
      execution and delivery of this Supplemental Indenture have in all respects
      been
      duly authorized; 

     

    WHEREAS,
      the Company and the Trustee deem it advisable to enter into this Supplemental
      Indenture for the purpose of describing the bonds of the 2007 Credit Agreement
      Series, and of providing the terms and conditions of redemption thereof;


     

    WHEREAS,
      the Company has reserved the right, without the consent or other action by
      the
      holders of the bonds of each series that is outstanding as of the date hereof,
      to amend the Indenture to add a new Section 115A thereto as provided for herein;
      and

     

    WHEREAS,
      the Company by appropriate corporate action in conformity with the terms of
      the
      Indenture has elected to exercise such right to so amend the Indenture;


     

    NOW,
      THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH: That Central Illinois Light
      Company, in consideration of the premises and of one dollar to it duly paid
      by
      the Trustee at or before the unsealing and delivery of these presents, the
      receipt whereof is hereby acknowledged, and of the purchase and acceptance
      of
      the bonds issued or to be issued hereunder by the holders or registered owners
      thereof, and in order to secure the payment both of the principal and interest
      of all bonds at any time issued and outstanding under the Indenture, according
      to their tenor and effect, and the performance of all of the provisions of
      the
      Indenture and of said bonds, hath granted, bargained, sold, released, conveyed,
      assigned, transferred, pledged, set over and confirmed and by these presents
      doth grant, bargain, sell, release, convey, assign, transfer, pledge, set over
      and confirm unto Deutsche Bank Trust Company Americas, as Trustee, and to its
      successor or successors in said trust, and to it and their assigns forever,
      all
      the properties of the Company located in the State of Illinois described on
      pages 13 and 14 under the heading DETAILED
      DESCRIPTION OF ADDITIONAL PROPERTIES
      which is
      made a part hereof.

     

    And
      all
      other property real, personal and mixed, tangible and intangible of the
      character described in the granting clauses of the aforesaid Indenture of
      Mortgage and Deed of Trust dated 

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    as
      of
      April 1, 1933 or in any indenture supplemental thereto acquired by the Company
      on or after the date of the execution and delivery of said Indenture of Mortgage
      and Deed of Trust (except any in said Indenture of Mortgage and Deed of Trust
      or
      in any indenture supplemental thereto expressly excepted) now owned or hereafter
      acquired by the Company and wheresoever situated.

     

    Together
      with all and singular the tenements, hereditaments and appurtenances belonging
      or in any wise appertaining to the aforesaid property or any part thereof,
      with
      the reversion and reversions, remainder and remainders and (subject to the
      provisions of Article XI of the Indenture) the tolls, rents, revenues, issues,
      earnings, income, product and profits thereof, and all the estate, right, title
      and interest and claim whatsoever, at law as well as in equity, which the
      Company now has or may hereafter acquire in and to the aforesaid property and
      franchises and every part and parcel thereof.

     

    To
      Have
      and to Hold all such properties, real, personal and mixed, mortgaged, pledged
      or
      conveyed by the Company as aforesaid, or intended so to be, unto the Trustee
      and
      its successors and assigns forever.

     

    In
      Trust,
      Nevertheless, upon the terms and trusts of the Indenture, for those who shall
      hold the bonds and coupons issued and to be issued thereunder, or any of them,
      without preference, priority or distinction as to lien of any of said bonds
      and
      coupons over any others thereof by reason of priority in the time of the issue
      or negotiation thereof, or otherwise howsoever, subject, however, to the
      provisions in reference to extended, transferred or pledged coupons and claims
      for interest set forth in the Indenture (and subject to any sinking funds that
      may be created for the benefit of any particular series).

     

    Provided,
      However,
      and
      these presents are upon the condition that, if the Company, its successors
      or
      assigns, shall pay or cause to be paid, the principal of and interest on said
      bonds, at the times and in the manner stipulated therein and herein, and shall
      keep, perform and observe all and singular the covenants and promises in said
      bonds and in the Indenture expressed to be kept, performed and observed by
      or on
      the part of the Company, then this Supplemental Indenture and the estate and
      rights hereby granted shall cease, determine and be void, otherwise to be and
      remain in full force and effect.

     

    It
      Is
      Hereby Covenanted, Declared and Agreed by the Company that all such bonds and
      coupons, if any, are to be issued, authenticated and delivered, and that all
      property subject or to become subject hereto is to be held, subject to the
      further covenants, conditions, uses and trusts in the Indenture set forth,
      and
      the Company, for itself and its successors and assigns, does hereby covenant
      and
      agree to and with the Trustee and its successor or successors in such trust,
      for
      the benefit of those who shall hold said bonds and interest coupons, or any
      of
      them, as follows:

     

    Section
      1. The
      bonds
      of the 2007 Credit Agreement Series shall mature, subject to prior acceleration
      and redemption, on the Maturity Date (having at any time the meaning such term
      has at such time under the Credit Agreement) of the Company, shall bear interest
      from their date as set forth in the form of bond hereinbefore set forth, and
      shall be designated as the Company’s First Mortgage Bonds of the series
      hereinbefore set forth. Both principal of and interest on the bonds shall be
      payable in lawful money of the United States of America at the office of the
      Trustee hereinafter mentioned. Each bond of 2007 Credit Agreement Series shall
      be dated as of 

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    the
      Interest Payment Date (as defined below) thereof to which interest was paid
      next
      preceding the date of issue, unless (a) issued on an Interest Payment Date
      thereof to which interest was paid, in which event it shall be dated as of
      such
      issue date, or (b) issued prior to the occurrence of the first Interest Payment
      Date thereof to which interest was paid, in which event it shall be dated the
      date of original issuance.

     

    Definitive
      bonds of the 2007 Credit Agreement Series will be issued, originally or
      otherwise, only as registered bonds without coupons in the name of the Agent
      as
      evidence of and security for the Company Obligations under the Credit Agreement;
      and they and the Trustee’s certificate of authentication shall be substantially
      in the forms hereinbefore recited, respectively. 

     

    The
      bonds
      of the 2007 Credit Agreement Series shall not be assignable or transferable
      except to a successor Agent appointed in accordance with the Credit Agreement.
      Subject to the restriction on transfer of the bonds of the 2007 Credit Agreement
      Series hereinbefore set forth, and in the manner and upon payment of the charges
      prescribed in the Indenture, registered bonds without coupons of the 2007 Credit
      Agreement Series may be exchanged for a like aggregate principal amount of
      fully
      registered bonds of other authorized denominations of the same series, upon
      presentation and surrender thereof for cancellation, to the Trustee at its
      principal office in the Borough of Manhattan, The City of New York, New York;
      provided, that the Company shall not be required to exchange any bonds of the
      2007 Credit Agreement Series for a period of ten (10) days next preceding an
      Interest Payment Date with respect to such bonds. However, notwithstanding
      the
      provisions of Section 14 of the Indenture, no charge shall be made upon any
      transfer or exchange of bonds of said series other than for any tax or taxes
      or
      other governmental charge required to be paid by the Company.

     

    Except
      as
      set forth herein, the bonds of the 2007 Credit Agreement Series are not
      redeemable. Upon the occurrence of a Default by the Company under the Credit
      Agreement and the acceleration of the Company Obligations, the bonds of the
      2007
      Credit Agreement Series shall be redeemable in whole upon receipt by the Trustee
      of a written demand from the Agent stating that there has occurred under the
      Credit Agreement both a Default by the Company and a declaration of acceleration
      of the Company Obligations and demanding redemption of the bonds of 2007 Credit
      Agreement Series (including a description of the amount of principal, interest,
      fees, cash collateralization obligations and other amounts which comprise such
      Company Obligations). The Company waives any right it may have to prior notice
      of such redemption under the Indenture and any other notice required under
      the
      Indenture, including notice to be given by the Company, shall be deemed
      satisfied by the notice given by the Agent as aforesaid. Upon surrender of
      the
      bonds of the 2007 Credit Agreement Series by the Agent to the Trustee, the
      bonds
      of 2007 Credit Agreement Series shall be redeemed at a redemption price equal
      to
      the aggregate amount of the Company Obligations.

     

    Section
      2. The
      principal amount of bonds of the 2007 Credit Agreement Series outstanding from
      time to time shall always be equal to the greater of (i) the Company’s Borrower
      Sublimit (as defined in the Credit Agreement, without giving effect to clause
      (ii) of such definition) and (ii) the Borrower Credit Exposure (as defined
      in
      the Credit Agreement) of the Company on the Maturity Date, but not in excess
      of
      $150,000,000. Under the Credit Agreement, the Company must at any time it
      increases its Borrower Sublimit deliver additional bonds of the 2007 Credit
      Agreement Series in an amount such that the requirement of the preceding
      sentence 

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    is
      at
      that time satisfied. Upon submission of the appropriate certificates and
      opinions as required under the Indenture, the Company may so issue and the
      Trustee shall authenticate from time to time bonds of the 2007 Credit Agreement
      Series at any time on or prior to January 14, 2010.

     

    The
      obligation of the Company to make payments with respect to principal under
      the
      Credit Agreement shall not give rise to an obligation to pay principal of the
      2007 Credit Agreement Series Bonds except on the Maturity Date of the Company
      or
      upon redemption as provided in this Supplemental Indenture. If at any time
      any
      permanent reduction of the Borrower Sublimit of the Company or the Borrower
      Credit Exposure of the Company shall result in the principal of the 2007 Credit
      Agreement Series Bonds being greater than the greater of the Borrower Sublimit
      and the Borrower Credit Exposure, a payment obligation with respect to the
      principal of the 2007 Credit Agreement Series Bonds in the amount of such excess
      shall be deemed discharged upon the effectiveness of such permanent reduction.
      No payment of principal under the Credit Agreement shall reduce the principal
      amount of the 2007
      Credit Agreement Series Bonds to an amount less than the greater of the Borrower
      Sublimit and the Borrower Credit Exposure.

     

    The
      obligation of the Company to make payments with respect to the interest on
      the
      bonds of 2007 Credit Agreement Series shall be fully or partially, as the case
      may be, satisfied and discharged to the extent that, at the time that any such
      payment shall be due, the then due interest and/or fees of the Company under
      the
      Credit Agreement shall have been fully or partially paid. Satisfaction of any
      obligation to the extent that payment is made with respect to the interest
      and/or fees of the Company under the Credit Agreement means that if any payment
      is made on the interest and/or fees of the Company under the Credit Agreement,
      a
      corresponding payment obligation with respect to the interest on the bonds
      of
      2007 Credit Agreement Series shall be deemed discharged in the same amount
      as
      such payment made on the interest and/or fees of the Company under the Credit
      Agreement.

     

    The
      Trustee may at any time and all times conclusively assume that the obligation
      of
      the Company to make payments with respect to the principal of and interest
      on
      the bonds of 2007 Credit Agreement Series, so far as such payments at the time
      have become due, has been fully satisfied and discharged pursuant to the
      foregoing paragraphs unless and until the Trustee shall have received a written
      notice from the Agent stating (i) that timely payment of principal of or
      interest on the bonds of 2007 Credit Agreement Series has not been made, (ii)
      that the Company is in arrears as to the payments required to be made by it
      to
      the Agent in connection with the Company Obligations pursuant to the Credit
      Agreement, and (iii) the amount of the arrearage.

     

    As
      used
      herein, (A) “Business
      Day”
shall
      have the meaning assigned thereto in the Credit Agreement; (B) “Interest
      Payment Date”
shall
      mean each date on which Company Obligations constituting interest and/or fees
      are due and payable from time to time pursuant to the Credit Agreement; (C)
      “Interest
      Rate”
shall
      mean a rate of interest per annum, adjusted as necessary, to result in an
      interest payment equal to the aggregate amount of Company Obligations
      constituting interest and fees of the Company due under the Credit Agreement
      on
      the applicable Interest Payment Date; and (D) “Record
      Date”
with
      respect to any Interest Payment Date shall mean the day (whether or not a
      Business Day) immediately next preceding such Interest Payment
      Date.

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

    At
      any
      time that a bond of the 2007 Credit Agreement Series is surrendered to the
      Trustee other than in connection with the redemption thereof, in connection
      with
      the Trustee’s enforcement of rights after a completed default under the Mortgage
      or in connection with the exchange of that bond as provided in Section 1 hereof,
      such bond shall be cancelled by the Trustee and shall be treated for all intents
      and purposes as if it has never been issued. In the event that only a portion
      of
      a bond of the 2007 Credit Agreement Series is so surrendered, the Trustee shall
      deliver without charge to the Agent a new bond of the 2007 Credit Agreement
      Series in an aggregate principal amount equal to the difference between the
      principal amount of the portion of the bond of the 2007 Credit Agreement Series
      so surrendered and the principal amount of such bond prior to such
      surrender.

     

    As
      provided in Section 8.4 of the Credit Agreement, the Agent shall surrender
      the
      bonds of 2007 Credit Agreement Series to the Trustee for cancellation when
      each
      of the Borrower Sublimit and the Borrower Credit Exposure of the Company have
      been reduced to zero and all fees and other amounts payable by the Company
      pursuant to the Credit Agreement with respect to the Company Obligations shall
      have been duly paid.

     

    Section
      3. Pursuant
      to the right retained by the Company in each supplemental indenture pursuant
      to
      which all bonds outstanding as of the date hereof were issued, the Indenture
      is
      hereby amended by inserting the following language as Section 115A immediately
      following current Section 115 of the Indenture:

     

    “Section
      115A. With the consent of the holders of not less than sixty per centum (60%)
      in
      principal amount of the bonds at the time outstanding or their attorneys-in-fact
      duly authorized, or, if the rights of the holders of one or more, but not all,
      series then outstanding are affected, the consent of the holders of not less
      than sixty per centum (60%) in aggregate principal amount of the bonds at the
      time outstanding of all affected series, taken together, and not any other
      series, the Company, when authorized by a resolution, and the Trustee may from
      time to time and at any time enter into an indenture or indentures supplemental
      hereto for the purpose of adding any provisions to or changing in any manner
      or
      eliminating any of the provisions of this Indenture or of any supplemental
      indenture or modifying the rights and obligations of the Company and the rights
      of the holders of any of the bonds and coupons; provided,
      however,
      that no
      such supplemental indenture shall (1) extend the maturity of any of the bonds
      or
      reduce the rate or extend the time of payment of interest thereon, or reduce
      the
      amount of the principal thereof, or reduce any premium, payable on the
      redemption thereof or change the coin or currency in which any bond or interest
      thereon is payable, without the consent of the holder of each bond so affected,
      or (2) permit the creation of any lien, not otherwise permitted, prior to or
      on
      a parity with the lien of this Indenture, without the consent of the holders
      of
      all the bonds then outstanding, or (3) reduce the aforesaid percentage of the
      principal amount of bonds the holders of which are required to approve any
      such
      supplemental indenture, without the consent of the holders of all the bonds
      then
      outstanding. For the purposes of this Section, bonds shall be deemed to be
      affected by a supplemental indenture if such supplemental indenture adversely
      affects or 

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    diminishes
      the rights of holders thereof against the Company or against its property.
      

     

    Upon
      the
      written request of the Company, accompanied by a resolution authorizing the
      execution of any such supplemental indenture, and upon the filing with the
      Trustee of evidence of the consent of bondholders as aforesaid (the instrument
      or instruments evidencing such consent to be dated within one year of such
      request), the Trustee shall join with the Company in the execution of such
      supplemental indenture unless such supplemental indenture affects the Trustee’s
      own rights, duties or immunities under this Indenture or otherwise, in which
      case the Trustee may in its discretion but shall not be obligated to enter
      into
      such supplemental indenture. The Trustee shall be entitled to receive and,
      subject to Section 102 of the Indenture and Article Four of the Supplemental
      Indenture dated as of April 1, 1940, may rely upon, an opinion of counsel as
      conclusive evidence that any such supplemental indenture is authorized or
      permitted by the provisions of this Section. 

     

    It
      shall
      not be necessary for the consent of the bondholders under this Section to
      approve the particular form of any proposed supplemental indenture, but it
      shall
      be sufficient if such consent shall approve the substance thereof. 

     

    The
      Company and the Trustee, if they so elect, and either before or after such
      60%
      or greater consent has been obtained, may require the holder of any bond
      consenting to the execution of any such supplemental indenture to submit his
      bond to the Trustee or to such bank, banker or trust company as may be
      designated by the Trustee for the purpose, for the notation thereon of the
      fact
      that the holder of such bond has consented to the execution of such supplemental
      indenture, and in such case such notation, in form satisfactory to the Trustee,
      shall be made upon all bonds so submitted, and such bonds bearing such notation
      shall forthwith be returned to the persons entitled thereto. All subsequent
      holders of bonds bearing such notation shall be deemed to have consented to
      the
      execution of such supplemental indenture, and consent, once given or deemed
      to
      be given, may not be withdrawn. 

     

    Prior
      to
      the execution by the Company and the Trustee of any supplemental indenture
      pursuant to the provisions of this Section, the Company shall publish a notice,
      setting forth in general terms the substance of such supplemental indenture,
      at
      least once in one daily newspaper of general circulation in each city in which
      the principal of any of the bonds shall be payable, or, if all bonds outstanding
      shall be registered bonds without coupons or coupon bonds registered as to
      principal, such notice shall be sufficiently given if mailed, first class,
      postage prepaid, and registered if the Company so elects, to each registered
      holder of bonds at the last address of such holder appearing on the registry
      books, such publication or mailing, as the case may be, to be made not less
      than
      thirty days prior to such execution. Any failure of the Company to give such
      notice, or, any defect therein, shall not, however, in any way impair or affect
      the validity of any such supplemental indenture.”

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

    Section
      4. As supplemented and amended by this Supplemental Indenture, the Indenture
      is
      in all respects ratified and confirmed, and this Supplemental Indenture and
      all
      the terms and conditions herein contained shall be deemed a part
      thereof.

     

    Section
      5. Except as herein otherwise expressly provided, no duties, responsibilities
      or
      liabilities are assumed, or shall be construed to be assumed, by the Trustee
      by
      reason of this Supplemental Indenture, other than as set forth in the Indenture
      as heretofore amended and supplemented. The Trustee shall not be responsible
      for
      the recitals herein or in the bonds (other than in the authentication
      certificate of the Trustee), all of which are made by the Company
      solely.

     

    Section
      6. This Supplemental Indenture may be executed in several counterparts, and
      all
      such counterparts executed and delivered, each as an original, shall constitute
      but one and the same instrument.

     

    Section
      7. The Company acknowledges and intends that all advances made to it by the
      Lenders under the Credit Agreement, including future advances whenever hereafter
      made, shall be a lien from the time this Supplemental Indenture is
      recorded, as provided in Section 15-1302(b)(1) of the Illinois Mortgage
      Foreclosure Law (the “Act”), 735 ILCS 15-1101, et seq. The amount of the bonds
      of the 2007 Credit Agreement Series which comprises the principal amount then
      outstanding of the Obligations under the Credit Agreement constitutes revolving
      credit indebtedness secured by a mortgage on real property, pursuant to the
      terms and conditions of 205 ILCS 5/5d from the date of this Supplemental
      Indenture.

     

    Section
      8. The Company shall provide the Trustee with copies of the Credit Agreement
      and
      any amendments thereto as soon as practicable after such Credit Agreement or
      amendment is entered into and the Trustee in performing its duties hereunder
      shall be entitled to rely on the latest copy of the Credit Agreement and any
      amendments thereto received from the Company. To the extent not identified
      in
      the Credit Agreement or amendment, as provided in the preceding sentence, the
      Company will inform the Trustee of any change in the identity of the Agent
      and
      the Trustee shall be entitled to conclusively rely on the notice or instructions
      received from the Agent pursuant to the Credit Agreement or amendment.


     

    DETAILED
      DESCRIPTION OF ADDITIONAL PROPERTIES

     

    PARCEL
      1

    


    A
      part of
      the West Half of the Northwest Quarter of Section 11, Township 22 North, Range
      4
      West of the Third Principal Meridian, Tazewell
      County,
      more
      particularly described as follows:

    


    Beginning
      at the Northwest corner of the Northwest Quarter of said Section 11, Thence
      South 90 degrees 00 minutes 00 seconds East, (Bearing assumed for purpose of
      description only). Along the North line of the Northwest Quarter of said Section
      11, 418.00 feet; Thence South 00 degrees 50 minutes 08 seconds West, 418.00
      feet; Thence North 90 degrees 00 minutes 00 seconds West, 418.00 feet to the
      West line of the Northwest Quarter of said Section 11; Thence North 00 degrees
      50 minutes 08 seconds East, along said West line, 418.00 feet to the point
      of
      beginning, 

     

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    said
      tract containing 4.010 acres, more or less, subject to that portion used as
      public road right of way on the North and West sides, Tazewell County,
      Illinois.

    


    Subject
      to the rights of the farm tenant under an existing farm lease. 

    


    PIN:
      21-21-11-100-001

    


    


    PARCEL
      2

    


    PART
      OF
      THE SOUTHEAST QUARTER OF SECTION 8, TOWNSHIP 16 NORTH, RANGE 2 WEST, OF THE
      THIRD PRINCIPAL MERIDIAN, SANGAMON
      COUNTY,
      ILLINOIS, MORE PARTICULARLY DESCRIBED AS FOLLOWS:

    


    COMMENCING
      AT A FOUND IRON PIN MARKING THE NORTHEAST CORNER OF THE SOUTHEAST QUARTER OF
      SECTION 8, THENCE NORTH 89 DEGREES 05 MINUTES 56 SECONDS WEST, ALONG THE NORTH
      LINE OF THE SOUTHEAST QUARTER OF SECTION 8, A DISTANCE OF 1,178.34 FEET; THENCE
      SOUTH 0 DEGREES 00 MINUTES 00 SECONDS EAST ALONG A LINE PERPENDICULAR TO THE
      SOUTHERLY RIGHT-OF-WAY LINE OF THE NORFOLK SOUTHERN RAILROAD A DISTANCE OF
      33.17
      FEET TO THE POINT OF BEGINNING, ALSO BEING A POINT ON THE SOUTHERLY RIGHT-OF-WAY
      LINE OF THE FORMER ILLINOIS TERMINAL RAILROAD COMPANY (NOW STATE OF ILLINOIS
      OLD
      ROUTE 36); THENCE CONTINUING SOUTH 0 DEGREES 00 MINUTES 00 SECONDS EAST A
      DISTANCE OF 871.50 FEET; THENCE SOUTH 90 DEGREES 00 MINUTES 00 SECONDS WEST
      A
      DISTANCE OF 747.91 FEET TO A POINT 72.5 FEET PERPENDICULARLY DISTANT FROM THE
      CENTERLINE OF AN EXISTING 145 FOOT RIGHT-OF-WAY EASEMENT GRANTED TO COMMONWEALTH
      EDISON COMPANY FOR AN ELECTRICAL TRANSMISSION LINE; THENCE NORTH 20 DEGREES
      06
      MINUTES 36 SECONDS EAST ALONG THE EASTERLY LINE OF THE EASEMENT A DISTANCE
      OF
      908.91 FEET TO THE EXISTING SOUTHERLY RIGHT-OF-WAY LINE OF THE FORMER ILLINOIS
      TERMINAL RAILROAD (NOW STATE OF ILLINOIS OLD ROUTE 36); THENCE SOUTH 90 DEGREES
      00 MINUTES 00 SECONDS EAST ALONG THE RIGHT-OF-WAY LINE, ALSO BEING 128.00 FEET
      AND PARALLEL TO THE EXISTING SOUTHERLY RIGHT-OF-WAY LINE OF THE NORFOLK SOUTHERN
      RAILROAD, A DISTANCE OF 293.77 FEET; THENCE NORTH 0 DEGREES 00 MINUTES 00
      SECONDS EAST, ALONG THE RIGHT-OF-WAY LINE A DISTANCE OF 18.00 FEET; THENCE
      SOUTH
      90 DEGREES 00 MINUTES 00 SECONDS ALONG THE RIGHT-OF-WAY LINE A DISTANCE OF
      141.63 FEET TO THE POINT OF BEGINNING, CONTAINING 11.651 ACRES, MORE OR
      LESS.

    


    EXCEPTING
      FROM THE ABOVE-DESCRIBED REAL ESTATE, ALL MINERALS UNDERLYING THE SURFACE
      THEREOF WITH THE RIGHT TO MINE AND REMOVE THE SAME, BUT PROHIBITING SURFACE
      ENTRY FOR EXTRACTION OF THE MINERALS OR FOR ANY OTHER PURPOSE WHATSOEVER AND
      PROHIBITING ANY UNDERGROUND MINING METHOD THAT WOULD CAUSE THE SURFACE OF THE
      PROPERTY TO SUBSIDE.

    


    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    


    


    IN
      WITNESS WHEREOF, Central Illinois Light Company, party of the first part hereto,
      and Deutsche Bank Trust Company Americas, party of the second part hereto,
      have
      caused these presents to be executed in their respective names by their
      respective Presidents or one of their Vice Presidents or one of their Assistant
      Vice Presidents and their respective seals to be hereunto affixed and attested
      by their respective Secretaries or one of their Assistant Secretaries or one
      of
      their Associates, all as of the day and year first above written.

     

    


    
      	 	
              Central
                Illinois Light Company

               

              By /s/
                Jerre E.
                Birdsong                    
                    

              Name:
                Jerre E. Birdsong 

              Title:
                Vice President and Treasurer

            
	
              [Seal]

              Attest:

               

                   
                /s/ Craig W.
                Stensland         
                         

              Name:
                Craig W. Stensland 

              Title:
                Assistant Secretary

            	 


    


    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    


    


    
      	 	 
	 	
              Deutsche
                Bank Trust Company Americas, as Trustee

               

              By
                Deutsche Bank National Trust Company

               

              By
                /s/ Irina
                Golovashchuk         
                  

              Name:
                Irina Golovashchuk 

              Title:
                Assistant Vice President

               

               

            
	 	
              By /s/
                Rodney
                Gaughan             
                  

              Name:
                Rodney Gaughan

              Title:
                Assistant Vice President

            
	
              [Seal]

              Attest:

               

                   
                /s/ Yana
                Kalachikova                
                 

              Name:
                Yana Kalachikova 

              Title:
                Assistant Vice President

            	 


    

    


     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

    


     

    State
      of
      Missouri  )

     )
      SS

    City
      of
      St. Louis    )

     

    I,
      Carla
      J. Finn, a Notary Public, do hereby certify that Jerre E. Birdsong, Vice
      President and Treasurer of Central Illinois Light Company, a corporation
      organized and existing under the laws of the State of Illinois, and Craig W.
      Stensland, Assistant Secretary of said corporation, who are both personally
      known to me to be the same persons whose names are subscribed to the foregoing
      instrument as such officers, respectively, of said corporation, and who are
      both
      personally known to me to be such officers, appeared before me this day in
      person and severally acknowledged that they signed, sealed and delivered said
      instrument as their free and voluntary act as such officers, and as the free
      and
      voluntary act of said corporation, for the uses and purposes therein set
      forth.

     

    Given
      under my hand and official seal this 5th
      day of
      March, 2007, in the City and State aforesaid.

     

    
      	 	
                       
                /s/ Carla J.
                Flinn           
                

            
	 	
              Notary
                Public

            
	
              (Notarial
                Seal)

            	 


    

    


    Commission
      # 06399906 

    My
      Commission expires 4/20/2010

     

    
 

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

    State
      of
      New Jersey  )

                                        
      ) SS

    County
      of
      Union       )

     

    I,
      Tracy
      Mantone, a Notary Public in and for Union County in the State aforesaid, do
      hereby certify that:

     

    Irina
      Golovashcuk, an Assistant Vice President of Deutsche
      Bank National Trust Company,
      signing
      on behalf of Deutsche Bank Trust Company Americas, and Rodney Gaughan, an
      Assistant Vice President of said corporation, who are both personally known
      to
      me to be the same persons whose names are subscribed to the foregoing instrument
      as such officers, respectively, of said corporation, and who are both personally
      known to me to be such officers, appeared before me this day in person and
      severally acknowledged that they signed, sealed and delivered said instrument
      as
      their free and voluntary act as such officers, and as the free and voluntary
      act
      of said corporation, for the uses and purposes therein set forth.

     

    Given
      under my hand and official seal this 5th day of March, 2007.

     

    
      	 	
                     
/s/
                Tracy
                Mantone            
                

            
	 	
              Notary
                Public

            
	
              (Notarial
                Seal)

            	 


    

    My
      Commission expires 2012

     

    18