Exhibit
4.5


 


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 December 1, 2008


 


This instrument was prepared by Steven R.
Sullivan, Senior Vice President, General Counsel and Secretary of Central
Illinois Light Company c/o Ameren Corporation, One Ameren Plaza, 1901
Chouteau Avenue, St. Louis, Missouri 63103.


 

















 


INDENTURE dated as of the 1st day of December, 2008 (hereinafter
sometimes referred to as this “Supplemental Indenture”), between CENTRAL
ILLINOIS LIGHT COMPANY, a
corporation of the State of Illinois hereinafter sometimes called 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
called 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, 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, respectively, as “First Mortgage Bonds, Senior Notes Series CC”
(the “bonds of the Thirty-Third Series”), the bonds of such series are
to be issued as registered bonds without coupons and are to bear interest as
specified in the form of bond of the bonds of the Thirty-Third Series set
forth below and are to mature, subject to prior acceleration and redemption, on
December 15, 2013; and


 


WHEREAS,
the Company has entered into an Indenture dated as of June 1, 2006 (the “Senior
Note Indenture”) with The Bank of New York Mellon Trust Company, N.A., as
trustee (the “Senior Note Trustee”), providing for the issuance from
time to time of senior notes thereunder; and


 


WHEREAS,
the Company desires by this Supplemental Indenture to issue to the Senior Note
Trustee the bonds of the Thirty-Third Series as security for $150,000,000
aggregate principal amount of the Company’s 8.875% Senior Secured Notes due
2013 (the “Senior Notes”) to be issued under the Senior Note Indenture; and


 


WHEREAS, the definitive registered bonds without coupons of the bonds of the
Thirty-Third Series (certain of the provisions of which may be printed on
the reverse side thereof) 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 THIRTY-THIRD SERIES]


 


	
  No.

  	
  $

  	
   

  



 


NOTWITHSTANDING ANY PROVISIONS HEREOF OR IN
THE INDENTURE THIS BOND IS NOT

ASSIGNABLE OR TRANSFERABLE EXCEPT AS PERMITTED OR REQUIRED BY SECTION 4.04
OF THE

INDENTURE DATED AS OF JUNE 1, 2006, BETWEEN CENTRAL ILLINOIS LIGHT COMPANY AND
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., AS TRUSTEE


 


CENTRAL ILLINOIS LIGHT
COMPANY


 


FIRST MORTGAGE BONDS, SENIOR NOTES

SERIES CC


 


Illinois Commerce Commission

Identification Nos.:  Ill.  C.C. 
6479, 6504 and 6506


 


CENTRAL ILLINOIS LIGHT COMPANY, a corporation of the State of Illinois
(hereinafter called the “Company”), for value received, hereby promises
to pay to The Bank of New York Mellon Trust Company, N.A., as trustee under the
Senior Note Indenture hereinafter referred to, or registered assigns, on December 15,
2013, subject to prior redemption, One Hundred and Fifty Million Dollars in
lawful money of the United States of America, and to pay to the registered
owner hereof interest thereon in lawful money of the United States of America
at the rate of 8.875% per annum from the same dates set forth in the Senior
Notes (as defined herein).  Interest on
overdue principal, premium, if any, and, to the extent permitted by law, on
overdue interest, shall be payable at the interest rate payable on the Senior
Notes.  Interest on this bond is payable
on the same dates as interest on the Senior Notes, or, if this bond shall be
duly called for redemption, until the redemption date, or if the Company shall
default in the payment of the principal hereof, until the Company’s obligation
to pay principal shall be discharged as provided in the Mortgage (hereinafter
mentioned) is paid, until the principal sum is paid in full.  The principal of, premium, if any, and
interest on, this bond are payable, in immediately available funds, at the
office of the Senior Note Trustee hereinafter referred to.


 


Under an Indenture dated as of June 1, 2006 (the “Senior Note Indenture”)
between the Company and The Bank of New York Mellon Trust Company, N.A., as
trustee (the “Senior Note Trustee”), the Company will issue,
concurrently with the issuance of this bond, an issue of notes under the Senior
Note Indenture entitled “8.875% Senior Secured Notes due 2013” in the aggregate
principal amount of $150,000,000 (the “Senior Notes”).  Pursuant to Article IV of the Senior
Note Indenture, this bond is issued to the Senior Note Trustee to secure any
and all obligations of the Company under the Senior Notes and any other series
of senior notes from time to time outstanding under the Senior Note Indenture.  Payment of principal of, or premium, if any,
or interest on, the Senior Notes shall constitute payments on this bond as
further provided herein and in the Indenture dated as of December 1,
2008 pursuant to which this bond
has been issued (the “Supplemental Indenture”).


 


Upon any payment of the principal of, premium, if any, and interest on,
all or any portion of the Senior Notes, whether at maturity or prior to
maturity by redemption or otherwise or upon 


 


2

















 


provision for the payment thereof having been made in accordance with Section 5.01(a) of
the Senior Note Indenture, a principal amount of this bond equal to the
principal amount of such Senior Notes shall, to the extent of such payment of
principal, premium, if any, and interest, be deemed paid and the obligation of
the Company thereunder to make such payment shall be discharged to such extent
and, in the case of the payment of principal (and premium, if any), such bonds
shall be surrendered to the Company for cancellation as provided in Section 4.08
of the Senior Note Indenture.  The
Trustee (defined below) may at any time and all times conclusively assume that
the obligation of the Company to make payments with respect to the principal
of, premium, if any, and interest on, the Senior Notes, so far as such payments
at the time have become due, has been fully satisfied and discharged pursuant
to the foregoing sentence unless and until the Trustee shall have received a
written notice from the Senior Note Trustee signed by one of its officers
stating (i) that timely payment of principal of, premium, if any, or
interest on, the Senior Notes has not been made, (ii) that the Company is
in arrears as to the payments required to be made by it to the Senior Note
Trustee pursuant to the Senior Note Indenture, and (iii) the amount of the
arrearage.


 


For purposes of Section 4.09 of the Senior Note Indenture, this
bond shall be deemed to be the “Related Series of Senior Note First
Mortgage Bonds” in respect of the Senior Notes.


 


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 Supplemental Indenture (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.


 


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 on the date, in the principal amount
and for the redemption price that correspond to the redemption date for, the
principal amount to be redeemed of, and the redemption price for, the Senior
Notes, and except upon written demand of the Senior Note Trustee following the
occurrence of an event of default under the Senior Note Indenture and the
acceleration of the Senior Notes, as provided in Section 8.01 of the
Senior Note Indenture.


 


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 


 


3

















 


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 as permitted
or required by Section 4.04 of the Senior Note Indenture.  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 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.


 


No recourse shall be had for the payment of the principal of, premium,
if any, 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.


 


4

















 


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:


 


 


	
   

  	
  CENTRAL ILLINOIS LIGHT COMPANY

  
	
   

  	
   

  
	
  [SEAL]

  	
  By

  	
   

  
	
   

  	
   

  	
  President

  
	
   

  	
   

  
	
  Attest:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Assistant Secretary

  	
   

  
				



 


[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

  



 


WHEREAS, all things necessary to make the bonds
of the Thirty-Third 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; and


 


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


 


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 


 


5

















 


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 in
Schedule A (which is identified by the signature of an officer of each party
hereto at the end thereof) hereto annexed and 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 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.


 


6

















 


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 Thirty-Third Series shall
mature, subject to prior acceleration and redemption, on the date appearing in
the form of each such bond hereinbefore set forth, shall (subject to the
provisions of Section 2 hereof) bear interest at the same rate of interest
as the Senior Notes which interest shall be payable on the same dates as
interest on the Senior Notes until the principal sum is paid in full, shall
accrue interest from the same dates as set forth in the Senior Notes and shall
be designated as the Company’s First Mortgage Bonds of the series hereinbefore
set forth.  Both principal of, premium,
if any, and interest on the bonds shall be payable in lawful money of the
United States of America at the office of the Senior Note Trustee.


 


Definitive bonds of the Thirty-Third Series will be issued, originally
or otherwise, only as registered bonds without coupons in the name of the
Senior Note Trustee under the Senior Note Indenture to secure any and all
obligations of the Company under the Senior Notes, and any other series of
senior notes from time to time outstanding under the Senior Note Indenture; and
they and the Trustee’s certificates of authentication shall be substantially in
the form hereinbefore recited.  In the
manner and upon payment of the charges prescribed in the Indenture, registered
bonds without coupons of the bonds of the Thirty-Third 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. 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.


 


Upon any payment of the principal of, premium, if any, and interest on,
all or any portion of the Senior Notes, whether at maturity or prior to
maturity by redemption or otherwise or upon provision for the payment thereof
having been made in accordance with Section 5.01(a) of the Senior
Note Indenture, a principal amount of the bonds of the Thirty-Third Series equal
to the principal amount of such Senior Notes shall, to the extent of such
payment of principal, premium, if any, and interest, be deemed paid and the
obligation of the Company thereunder to make such payment shall be discharged
to such extent and, in the case of the payment of principal (and premium, if any),
such bonds shall be surrendered to the Company for cancellation as provided in Section 4.08
of the Senior Note Indenture.  The
Trustee (defined below) may at any time and all times conclusively assume that
the obligation of the Company to make payments with respect to the principal
of, premium, if any, and interest on, the Senior Notes, so far as such payments
at the time have become due, has been fully satisfied and discharged pursuant
to the foregoing sentence unless and until the Trustee shall have received a
written notice from the Senior Note Trustee signed by one of its officers
stating (i) that timely payment of principal of, premium, if any, or
interest on, the Senior Notes has not been made, (ii) that the 


 


7

















 


Company is in arrears as to the payments required to be made by it to
the Senior Note Trustee pursuant to the Senior Note Indenture, and (iii) the
amount of the arrearage.


 


The bonds of the
Thirty-Third Series are not redeemable except on the date, in the
principal amount and for the redemption price that correspond to the redemption
date for, the principal amount to be redeemed of, and the redemption price for,
the Senior Notes,
and except as set forth below in this Section 1.


 


In the event that
the Company redeems any of the Senior Notes prior to maturity in accordance with the provisions
of the Senior Note Indenture, the Senior Note Trustee shall on the same date
deliver to the Company the bonds of the Thirty-Third Series, as applicable, in
principal amount corresponding to the Senior Notes so redeemed, as provided in Section 4.08 of
the Senior Note Indenture. The Company agrees to give the Trustee notice of any
such redemption of the Senior Notes on or before the date fixed for any such
redemption.


 


Upon the occurrence of an
Event of Default under the Senior Note Indenture (as defined therein) and the
acceleration of the Senior Notes, the bonds of the Thirty-Third Series shall
be redeemable in whole upon receipt by the Trustee of a written demand
(hereinafter called a “Redemption Demand”) from the Senior Note Trustee
stating that there has occurred under the Senior Note Indenture both an Event
of Default and a declaration of acceleration of payment of principal, accrued
interest and premium, if any, on the Senior Notes specifying the last date to
which interest on such Senior Notes has been paid (such date being hereinafter
referred to as the “Initial Interest Accrual Date”) and demanding
redemption of the bonds of the Thirty-Third Series.  The Company waives any right it may have to
prior notice of such redemption under the Indenture.  Upon surrender of the bonds of the
Thirty-Third Series by the Senior Note Trustee to the Trustee, the bonds
of the Thirty-Third series shall be redeemed at a redemption price equal to the
principal amount thereof plus accrued interest thereon from the Initial
Interest Accrual Date to the redemption date; provided, however, that in the
event of a rescission or annulment of acceleration of the Senior Notes pursuant
to the last paragraph of Section 8.01(a) of the Senior Note
Indenture, then any Redemption Demand shall thereby be deemed to be rescinded
by the Senior Note Trustee although no such rescission or annulment shall
extend to or affect any subsequent default or impair any right consequent
thereon.


 


Section 2.               The principal amount of bonds of the
Thirty-Third Series outstanding from time to time shall always be equal to
the principal amount of the Senior Notes, which are outstanding from time to
time under the Senior Note Indenture and to the extent the Senior Note Trustee
holds the bonds of the Thirty-Third Series in excess of such principal
amount, such bonds of the Thirty-Third Series, respectively, shall be deemed
cancelled and retired and no longer outstanding under the Indenture.


 


For purposes of Section 4.09
of the Senior Note Indenture, the bonds of the Thirty-Third Series shall
be deemed to be the “Related Series of Senior Note First Mortgage Bonds”
in respect of the Senior Notes.


 


At any time that a bond of the Thirty-Third 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 


 


8

















 


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 Thirty-Third Series is so surrendered, the
Trustee shall deliver without charge to the Senior Note Trustee a new bond of
the Thirty-Third Series, as applicable, in an aggregate principal amount equal
to the difference between the principal amount of the portion of the bond of
the Thirty-Third Series so surrendered and the principal amount of such
bond prior to such surrender.


 


Section 3.               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 4.               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 5.               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 6.               The
Company shall provide the Trustee with copies of the Senior Note Indenture and
any amendments thereto as soon as practicable after such Indenture or amendment
is entered into and the Trustee in performing its duties hereunder shall be
entitled to rely on the latest copy of the Senior Note Indenture and any
amendments thereto received from the Company.


 


9
















 


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, 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/ G.L. Waters

  	
   

  
	
  Name: G.L. Waters

  	
   

  
	
  Title: Assistant Secretary

  	
   

  



 

















 


	
   

  	
  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/ Kenneth R. Ring

  
	
   

  	
    Name: Kenneth R. Ring

  
	
   

  	
    Title: Vice President

  



 


 


[SEAL]


 


 


Attest:


 


	
    /s/ Cynthia J Powell

  	
   

  
	
  Name: Cynthia J Powell

  
	
  Title: Vice President

  



 


2

















 


	
  STATE OF MISSOURI

  	
  )

  
	
   

  	
  ) SS

  
	
  CITY OF ST. LOUIS

  	
  )

  



 


I, Debra K. Patterson, 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 G.L. Waters, 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 24th day of November, 2008,
in the City and State aforesaid.


 


 


	
   

  	
    /s/ Debra K. Patterson

  
	
   

  	
  Notary Public

  



 


(NOTARIAL SEAL)


 


 


Debra K. Patterson – Notary Public


Notary Seal, State of


Missouri – St. Louis County


Commission #08482293


My Commission Expires 10/31/2012


 

















 


	
  State of New Jersey

  	
  )

  
	
   

  	
  ) SS

  
	
  County of Union

  	
  )

  



 


I, Jeffrey Schoenfeld, a Notary Public in and for Union County in the
State of New Jersey, do hereby certify that:


 


Irina Golovashchuk, an Assistant Vice President of DEUTSCHE BANK NATIONAL TRUST COMPANY, signing on behalf of DEUTSCHE
BANK TRUST COMPANY AMERICAS, who are 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 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 24th day of November, 2008.


 


 


	
   

  	
   /s/ Jeffrey Schoenfeld

  
	
   

  	
  Notary Public

  



 


(NOTARIAL SEAL)


 


 


Jeffrey Schoenfeld


Notary Public


New Jersey


My Commission expires 08-17-2012


 

















 


SCHEDULE
A


 


DETAILED
DESCRIPTION OF ADDITIONAL PROPERTIES


 


PARCEL 1


 


A PART OF THE
NORTHEAST QUARTER OF SECTION 25, TOWNSHIP 22 NORTH, RANGE 5 WEST OF THE
THIRD PRINCIPAL MERIDIAN, MALONE TOWNSHIP, TAZEWELL COUNTY, ILLINOIS, MORE
PARTICULARLY DESCRIBED AS FOLLOWS: 
COMMENCING AT THE SOUTHEAST CORNER OF SAID NORTHEAST QUARTER, THENCE
NORTH 1 DEGREE 19 MINUTES 22 SECONDS WEST 16.50 FEET ALONG THE EAST LINE OF
SAID NORTHEAST QUARTER TO THE NORTH LINE OF THE SOUTH ONE ROD OF SAID NORTHEAST
QUARTER AND THE POINT OF BEGINNING.  FROM
SAID POINT OF BEGINNING, THENCE SOUTH 88 DEGREES 26 MINUTES 05 SECONDS WEST
2610.62 FEET ALONG SAID NORTH LINE TO THE WEST LINE OF SAID NORTHEAST QUARTER;
THENCE  01 DEGREE 29 MINUTES 14 SECONDS
WEST 1015.64 FEET ALONG SAID WEST LINE; THENCE NORTH 88 DEGREES 30 MINUTES 46
SECONDS EAST 353.70 FEET; THENCE SOUTH 01 DEGREE 29 MINUTES 14 SECONDS EAST
633.78 FEET; THENCE SOUTH 88 DEGREES 30 MINUTES 46 SECONDS WEST 303.70 FEET TO
A POINT 50 FEET NORMALLY DISTANT EAST OF SAID WEST LINE; THENCE SOUTH 01 DEGREE
29 MINUTES 14 SECONDS EAST 296.73 FEET ALONG A LINE PARALLEL WITH SAID WEST
LINE TO A POINT OF CURVATURE; THENCE SOUTHEAST 70.75 FEET ALONG THE ARC OF A
CURVE CONCAVE TO THE NORTHEAST WITH A RADIUS OF 45.00 FEET AND THE 63.68 FOOT
CHORD OF SAID ARC BEARS SOUTH 46 DEGREES 31 MINUTES 35 SECONDS EAST TO A POINT
OF TANGENCY BEING 40 FEET NORMALLY DISTANT NORTH OF SAID NORTH LINE; THENCE
NORTH 88 DEGREES 26 MINUTES 05 SECONDS EAST 2515.67 FEET ALONG A LINE PARALLEL
WITH SAID NORTH LINE TO SAID EAST LINE; THENCE SOUTH 01 DEGREE 19 MINUTES 22
SECONDS EAST 40.00 ALONG SAID EAST LINE TO THE POINT OF BEGINNING AND
CONTAINING 7.95 ACRES, MORE OR LESS OF THE THIRD PRINCIPAL MERIDIAN, TAZEWELL
COUNTY, ILLINOIS.


 


PIN: 20-20-25-200-003


 


PARCEL 2


 


A PART OF
THE WEST HALF OF THE SOUTHWEST QUARTER OF SECTION TWENTY-FIVE (25),
TOWNSHIP TEN (10) NORTH, RANGE SEVEN (7) EAST OF THE FOURTH PRINCIPAL
MERIDIAN, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE
SOUTHWEST CORNER OF THE SOUTHWEST QUARTER OF SAID SECTION 25, THENCE NORTH
89°-59’-36” EAST, (BEARING ASSUMED FOR PURPOSE OF DESCRIPTION ONLY), ALONG THE
SOUTH LINE OF THE SOUTHWEST QUARTER OF SAID SECTION 25, 335.25 FEET TO THE
SOUTHEAST CORNER OF A 2.983 ACRE TRACT RECORDED IN TRACT SURVEY 39, PAGE 68 IN
THE PEORIA 


 


A-1

















 


COUNTY
RECORDERS OFFICE; THENCE NORTH 01°-27’-33” WEST, ALONG THE EAST LINE OF SAID
2.983 ACRE TRACT, 33.01 FEET TO THE NORTH RIGHT OF WAY LINE OF ALTA LANE AND
THE POINT OF BEGINNING OF THE TRACT TO BE DESCRIBED:  FROM THE POINT OF BEGINNING THENCE NORTH
01°-27’-33” WEST, ALONG THE EASTERLY LINE OF SAID 2.983 ACRE TRACT, 299.99
FEET; THENCE NORTH 89°-59’-36” EAST ALONG THE SOUTH LINE OF SAID 2.983 ACRE
TRACT, 224.98 FEET; THENCE SOUTH 01°-27’-33” EAST, 299.99 FEET TO THE NORTH
RIGHT OF WAY LINE OF SAID ALTA LANE; THENCE SOUTH 89°-59’-36” WEST ALONG SAID
NORTH RIGHT OF WAY LINE, 224.98 FEET TO THE POINT OF BEGINNING, SAID TRACT
CONTAINING 1.549 ACRES, MORE OR LESS, SITUATED AND BEING IN PEORIA COUNTY.


 


Part PIN
08-25-300-012


 


PARCEL 3


 


LOTS 20, 21 AND 22 OF
JOHN TAYLOR’S WEST ADDITION TO THE CITY OF SPRINGFIELD, SANGAMON COUNTY,
ILLINOIS; SITUATED IN THE COUNTY OF SANGAMON, IN THE STATE OF ILLINOIS;


 


PIN’s:  14-28-484-047; 14-28-484-048; 14-28-484-049;


 


PARCEL 4


 


LOTS ONE (1), TWO (2),
THREE (3), FOUR(4) AND FIVE (5) OF BULLOCK’S ADDITION TO THE CITY OF
SPRINGFIELD, TOGETHER WITH ALL OF THE APPURTENANCES THEREUNTO BELONGING OR
APPERTAINING; AND ALL RIGHT, TITLE AND INTEREST WHICH GRANTOR OF THE ABOVE
DESCRIBED PREMISES MAY HAVE IN OR TO ANY OR ALL ROADS, STREETS AND WAYS
BOUNDING SAID PREMISES.  SITUATED IN THE COUNTY OF SANGAMON, IN THE STATE
OF ILLINOIS.


 


PIN’s: 
14-33-227-017; 14-33-227-016; 14-33-227-015; 14-33-227-014; 14-33-227-013.


 


PARCEL 5


 


LOTS 8 AND 9 OF BULLOCK’S
ADDITION TO THE CITY OF SPRINGFIELD; SITUATED IN THE CITY OF SPRINGFIELD,
COUNTY OF SANGAMON, AND STATE OF ILLINOIS; BEING A PART OF SECTION 27
IN TOWNSHIP 16N, RANGE 5W;


 


PIN’s: 14-33.0-227-009
and 14-33.0-227-010;


 


A-2