Exhibit 4.2


 


Company Order


 


December 9,
2008       


 


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


911 Washington Avenue, Suite 300


St. Louis, Missouri 63101


 


Ladies and Gentlemen:


 


Application is hereby
made to The Bank of New York Mellon Trust Company, N.A., a national banking
association, as trustee (the “Trustee”), under the Indenture dated as of June 1,
2006 (the “Indenture”), between Central Illinois Light Company, an Illinois corporation
(the “Company”), and the Trustee for the authentication and delivery of $150,000,000
aggregate principal amount of the Company’s 8.875% Senior Secured Notes due 2013
(the “Notes”), pursuant to the provisions of Article II of the Indenture.  So long as any of the Notes of this Series are
outstanding, the Company will not optionally redeem, purchase or otherwise
retire in full its outstanding First Mortgage Bonds, and, therefore, the
Release Date will not occur.  Additional
Notes without limitation as to amount, and without the consent of the holders
of the then Outstanding Notes, may also be authenticated and delivered in the
manner provided in Section 2.05 of the Indenture.  All capitalized terms not defined herein
which are defined in the Indenture shall have the same meaning as used in the
Indenture.


 


In connection with this
Company Order, there are delivered to you herewith the following:


 


1.               Certified
copies of the resolutions adopted by the Board of Directors of the Company
authorizing this Company Order and the issuance and sale of the Notes by the
Company pursuant to Section 2.05(c)(1) of the Indenture;


 


2.               Opinions
of Counsel addressed to you or in which it is stated that you may rely pursuant
to Section 2.05(c)(2) of the Indenture;


 


3.               Expert’s
certificate pursuant to Section 2.05(c)(3) of the Indenture;


 


4.               Officers’
Certificate pursuant to Section 2.05(c)(4) of the Indenture;


 


5.               A
Global Note representing the Notes and, pursuant to Section 2.05(c) of
the Indenture, specifying the terms of the Notes (which terms are incorporated
by reference herein) executed on behalf of the Company in accordance with the
terms of Section 2.05(a) of the Indenture; and


 

















 


6.               Pursuant
to Section 2.05(c)(3) of the Indenture, the Company’s First Mortgage
Bonds designated “First Mortgage Bonds, Senior Notes Series CC” (the “First
Mortgage Bonds”) in the principal amount of $150,000,000 relating to the Notes,
fully registered in the name of the Trustee in trust for the benefit of the
Holders from time to time of such Notes.


 


You are hereby instructed
to authenticate the Global Note representing the Notes and hold it as The
Depository Trust Company’s (“DTC”) custodian. 
The Global Note representing the Notes is to be held for delivery through
the facilities of DTC to BNP Paribas Securities Corp. and Goldman, Sachs &
Co., on behalf of the several underwriters thereof, against payment therefor at
the closing in respect of the sale thereof, such closing to be held at 10:00 a.m.,
New York time, December 9, 2008, at the offices of Pillsbury Winthrop Shaw
Pittman LLP, 1540 Broadway, New York, NY 10036.


 

















 


Please acknowledge
receipt of the Global Note representing the Notes, the instructions referred to
above and the supporting documentation pursuant to the Indenture referred to
above.


 


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Central Illinois Light
  Company

  
	
   

  	
  (d/b/a AmerenCILCO)

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Jerre E. Birdsong

  
	
   

  	
   

  	
  Name: Jerre E. Birdsong

  
	
   

  	
   

  	
  Title: Vice President
  and Treasurer

  



 

















 


Receipt from the
Company of the Global Note representing the Notes, certain instructions related
thereto and the supporting documentation pursuant to the Indenture, including
the First Mortgage Bonds in trust for the benefit of the Holders in connection
with the authentication and delivery of the Notes is hereby acknowledged.


 


	
   

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

  
	
   

  	
  as Trustee

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Rebekah Foltz

  
	
   

  	
   

  	
  Name: Rebekah Foltz

  
	
   

  	
   

  	
  Title: Vice President