Exhibit 4.3


 


	
  REGISTERED

  	
   

  	
  REGISTERED

  



 


THIS NOTE IS A GLOBAL NOTE REGISTERED IN THE NAME OF THE DEPOSITARY
(REFERRED TO HEREIN) OR A NOMINEE THEREOF AND, UNLESS AND UNTIL IT IS EXCHANGED
IN WHOLE FOR THE INDIVIDUAL NOTES REPRESENTED HEREBY AS PROVIDED IN THE
INDENTURE REFERRED TO BELOW, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A
WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE
DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE
DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH
SUCCESSOR DEPOSITARY. UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW
YORK), TO THE TRUSTEE FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND
ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH
OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY AND ANY PAYMENT IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL SINCE
THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.


 

















 


CENTRAL ILLINOIS LIGHT COMPANY

8.875% SENIOR SECURED NOTE DUE 2013


 


	
  CUSIP:   153645BB1

  	
   

  	
  NUMBER:
  1

  
	
  ISIN:      US153645BB12

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  ORIGINAL
  ISSUE DATE: December 9, 2008

  	
   

  	
  PRINCIPAL
  AMOUNT: $150,000,000

  
	
   

  	
   

  	
   

  
	
  INTEREST
  RATE: 8.875%

  	
   

  	
  MATURITY
  DATE: December 15, 2013

  



 


CENTRAL ILLINOIS LIGHT COMPANY, a corporation of the State of Illinois
(the “COMPANY”), for value received hereby promises to pay to CEDE &
CO. or registered assigns, the principal sum of ONE HUNDRED FIFTY MILLION
DOLLARS ($150,000,000) on the Maturity Date set forth above, and to pay interest
thereon from December 9, 2008 or from the most recent Interest Payment
Date to which interest has been paid or duly provided for, semi-annually in
arrears on the June 15 and December 15 in each year, commencing June 15,
2009, at the per annum Interest Rate set forth above, until the principal
hereof is paid or made available for payment, subject to certain interest rate
increase provisions described below.  No
interest shall accrue on the Maturity Date, so long as the principal amount of
this Note is paid on the Maturity Date. 
The interest so payable and punctually paid or duly provided for on any
such Interest Payment Date (except for interest payable on the Maturity Date
set forth above or, if applicable, upon redemption or acceleration) will, as
provided in the Indenture (as defined below), be paid to the Person in whose
name this Note is registered at the close of business on the Regular Record
Date for such interest, which shall be the June 1 or December 1 as
the case may be, next preceding such Interest Payment Date; provided that the
first Interest Payment Date for any part of this Note, the Original Issue Date
of which is after a Regular Record Date but prior to the applicable Interest
Payment Date, shall be the Interest Payment Date following the next succeeding
Regular Record Date; and provided that interest payable on the Maturity Date
set forth above or, if applicable, upon redemption or acceleration, shall be
payable to the Person to whom principal shall be payable.  Except as otherwise provided in the Indenture,
any such interest not so punctually paid or duly provided for shall forthwith
cease to be payable to the Holder on such Regular Record Date and shall be paid
to the Person in whose name this Note is registered at the close of business on
a Special Record Date for the payment of such defaulted interest to be fixed by
the Trustee, notice whereof shall be given to Noteholders not more than fifteen
days or fewer than ten days prior to such Special Record Date.  Payment of the principal of and interest and
premium on this Note shall be payable pursuant to Section 2.12(a) of
the Indenture.


 


This Note is a Global Note in respect of a duly authorized issue of 8.875%
Senior Secured Notes due 2013 (the “NOTES OF THIS SERIES”, which term includes
any Global Notes representing such Notes) of the Company issued and to be
issued under an Indenture dated as of June 1, 2006, between the Company
and The Bank of New York Mellon Trust Company, N.A., as trustee (the “TRUSTEE”,
which term includes any successor Trustee under the Indenture) and indentures
supplemental thereto (collectively, the “INDENTURE”). Under the Indenture, one
or more series of notes may be issued and, as used herein, the term “Notes”
refers to the Notes of this Series and any other outstanding series of
Notes.  Reference is hereby made 


 

















 


to the
Indenture for a more complete statement of the respective rights, limitations
of rights, duties and immunities thereunder of the Company, the Trustee and the
Noteholders and of the terms upon which the Notes are and are to be
authenticated and delivered.  This Note
has been issued in respect of the series designated on the first page hereof
in the aggregate principal amount of $150,000,000.


 


The Notes will be secured by first mortgage bonds (the “SENIOR NOTE
FIRST MORTGAGE BONDS”) delivered by the Company to the Trustee for the benefit
of the Holders of the Notes, issued under the Indenture of Mortgage and Deed of
Trust, dated as of April 1, 1933, from the Company to Deutsche Bank Trust
Company Americas (successor to Bankers Trust Company), as trustee (the “MORTGAGE
TRUSTEE”), as supplemented and modified (collectively, the “FIRST MORTGAGE”).  Reference is made to the First Mortgage and
the Indenture for a description of the rights of the Trustee as holder of the
Senior Note First Mortgage Bonds, the property mortgaged and pledged, the
nature and extent of the security and the rights of the holders of first
mortgage bonds, under the First Mortgage and the rights of the Company and of
the Mortgage Trustee in respect thereof, the duties and immunities of the
Mortgage Trustee and the terms and conditions upon which the Senior Note First
Mortgage Bonds are secured and the circumstances under which additional first
mortgage bonds may be issued.


 


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.


 


Each Note of this Series shall be dated and issued as of the date
of its authentication by the Trustee and shall bear an Original Issue Date.
Each Note issued upon transfer, exchange or substitution of such Note shall
bear the Original Issue Date of such transferred, exchanged or substituted
Note, as the case may be.


 


All or a portion of the Notes of this Series may be redeemed at
the option of the Company at any time or from time to time.  The redemption price for the Notes of this Series to
be redeemed on any redemption date will be equal to the greater of: (a) 100%
of the principal amount of the Notes of this Series being redeemed on the
redemption date; or (b) the sum of the present values of the remaining
scheduled payments of principal and interest on the Notes of this Series being
redeemed on that redemption date (not including any portion of any payments of
interest accrued to and including the redemption date) discounted to the
redemption date on a semiannual basis at the Adjusted Treasury Rate (as defined
below) plus 50 basis points, as determined by the Reference Treasury Dealer (as
defined below); plus, in each case, accrued and unpaid interest thereon to and
including the redemption date.  Notwithstanding
the foregoing, installments of interest on Notes of this Series that are
due and payable on Interest Payment Dates falling on or prior to a redemption
date will be payable on the Interest Payment Date to the Holder of this Note as
of the close of business on the relevant Regular Record Date.  The redemption price will be calculated on the
basis of a 360-day year consisting of twelve 30-day months.


 


The Company shall mail notice of any redemption at least 30 days but
not more than 60 days before the redemption date to each Holder of the Notes of
this Series to be redeemed.  


 

















 


Unless
the Company defaults in payment of the redemption price, on and after the
redemption date, interest will cease to accrue on the Notes of this Series or
portions thereof called for redemption.


 


“ADJUSTED TREASURY RATE” means, with respect to any redemption date,
the rate per annum equal to the semiannual equivalent yield to maturity of the
Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue
(expressed as a percentage of its principal amount) equal to the Comparable
Treasury Price for such redemption date.


 


“COMPARABLE TREASURY ISSUE” means the United States Treasury security
selected by the Reference Treasury Dealer as having a maturity comparable to
the remaining term of the Notes of this Series to be redeemed that would
be utilized, at the time of selection and in accordance with customary
financial practice, in pricing new issues of corporate debt securities of
comparable maturity to the remaining term of such Notes of this Series.


 


“COMPARABLE TREASURY PRICE” means, with respect to any redemption date,
(A) the average of the Reference Treasury Dealer Quotations for such
redemption date, after excluding the highest and lowest such Reference Treasury
Dealer Quotations, or (B) if the Trustee obtains fewer than four such
Reference Treasury Dealer Quotations, the average of all such quotations, or (C) if
only one Reference Treasury Dealer Quotation is received, such quotation.


 


“REFERENCE TREASURY DEALER” means (A) BNP Paribas Securities Corp.
or Goldman, Sachs & Co. or their respective affiliates which are primary
U.S. Government securities dealers in the United States (each, a “Primary
Treasury Dealer”), and their respective successors; provided, however, that if
any of the foregoing shall cease to be a Primary Treasury Dealer, the Company
shall substitute therefor another Primary Treasury Dealer; and (B) any
other Primary Treasury Dealer(s) selected by the Company.


 


“REFERENCE TREASURY DEALER QUOTATIONS” means, with respect to each
Reference Treasury Dealer and any redemption date, the average, as determined
by the Company, of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) quoted in
writing to the Company by such Reference Treasury Dealer at 5:00 p.m. (New
York City time) on the third Business Day preceding such redemption date.


 


Interest payments for this Note shall be computed and paid on the basis
of a 360-day year of twelve 30-day months (and for any partial periods shall be
calculated on the basis of the number of days elapsed in a 360-day year of
twelve 30-day months).  If any Interest Payment
Date or date on which the principal of this Note is required to be paid is not
a Business Day, then payment of principal, premium, if any, or interest need
not be made on such date but may be made on the next succeeding Business Day
with the same force and effect as if made on such Interest Payment Date or date
on which the principal of this Note is required to be paid and, in the case of
timely payment thereof, no interest shall accrue for the period from and after
such Interest Payment Date or the date on which the principal of this Note is
required to be paid.


 

















 


The Company, at its option, and subject to the terms and conditions
provided in the Indenture, will be discharged from any and all obligations in
respect of the Notes (except for certain obligations including obligations to
register the transfer or exchange of Notes, replace stolen, lost or mutilated
Notes, maintain paying agencies and hold monies for payment in trust, all as
set forth in the Indenture) if the Company deposits with the Trustee money,
U.S. Government Obligations which through the payment of interest thereon and
principal thereof in accordance with their terms will provide money, or a
combination of money and U.S. Government Obligations, in any event in an amount
sufficient, without reinvestment, to pay all the principal of and any premium
and interest on the Notes on the dates such payments are due in accordance with
the terms of the Notes.


 


If an Event of Default shall occur and be continuing, the principal of
and interest on the Notes may be declared due and payable in the manner and
with the effect provided in the Indenture and, upon such declaration, the
Trustee shall demand the redemption of the Senior Note First Mortgage Bonds to
the extent provided in the Indenture.


 


The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modifications of the rights and obligations of the
Company and the rights of the Noteholders under the Indenture at any time by
the Company and the Trustee with the consent of the Holders of not less than a
majority in principal amount of the outstanding Notes. Any such consent or
waiver by the Holder of this Note shall be conclusive and binding upon such
Holder and upon all future Holders of this Note and of any Note issued upon the
registration of transfer hereof or in exchange therefor or in lieu thereof
whether or not notation of such consent or waiver is made upon this Note.


 


As set forth in and subject to the provisions of the Indenture, no
Holder of any Notes will have any right to institute any proceeding with
respect to the Indenture or for any remedy thereunder unless such Holder shall
have previously given to the Trustee written notice of a continuing Event of
Default with respect to such Notes, the Holders of not less than a majority in
principal amount of the outstanding Notes affected by such Event of Default
shall have made written request and offered reasonable indemnity to the Trustee
to institute such proceeding as Trustee and the Trustee shall have failed to
institute such proceeding within 60 days; provided that such limitations do not
apply to a suit instituted by the Holder hereof for the enforcement of payment
of the principal of and any premium, or interest on, this Note on or after the
respective due dates expressed here.


 


No reference herein to the Indenture and to provisions of this Note or
of the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and any premium, and interest
on, this Note at the times, places and rates and the coin or currency
prescribed in the Indenture.


 


As provided in the Indenture and subject to certain limitations therein
set forth, this Note may be transferred only as permitted by the legend hereto
and the provisions of the Indenture.


 


The Indenture and the Notes shall be governed by, and construed in
accordance with, the laws of the State of New York without regard to conflicts
of law principles thereof.


 

















 


Unless the certificate of authentication hereon has been executed by
the Trustee, directly or through an Authenticating Agent by manual signature of
an authorized officer, this Note shall not be entitled to any benefit under the
Indenture or be valid or obligatory for any purpose.


 


All terms used in this Note which are defined in the Indenture shall
have the meanings assigned to them in the Indenture unless otherwise indicated
herein.


 

















 


IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed.


 


CENTRAL ILLINOIS LIGHT COMPANY


 


 


	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jerre E. Birdsong

  
	
   

  	
   

  
	
   

  	
  Title: 

  	
  Vice President and Treasurer

  
	
   

  	
   

  
	
   

  	
  Attest: 

  	
  /s/ Ronald S. Gieseke

  
	
   

  	
   

  
	
   

  	
  Title: 

  	
  Assistant Secretary

  
					



 


TRUSTEE’S CERTIFICATE


OF AUTHENTICATION


 


Dated:  December 9, 2008


 


This Note is one of the Notes of the series herein 

designated, described or provided for in the within-

mentioned Indenture.


 


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


 


	
  By:

  	
  /s/ Rebekah Foltz

  	
   

  
	
   

  	
  Authorized Signatory

  	
   

  



 

















 


ABBREVIATIONS


 


The following abbreviations, when used in the inscription on the face
of this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations:


 


	
  TEN
  COM — as tenants in common

  	
  UNIF
  GIFT

  
	
   

  	
  MIN
  ACT -

  	
                   

  	
  Custodian

  	
   

  
	
   

  	
                               (Cust)                    (Minor)

  
	
   

  	
   

  
	
  TEN
  ENT — as tenants by the

  	
   

  
	
  entireties

  	
  Under
  Uniform Gifts to Minors

  
	
   

  	
   

  
	
  JT
  TEN — as joint tenants with right

  	
   

  
	
  of
  survivorship and not as tenants in

  	
   

  
	
  common

  	
   

  
	
   

  	
  State

  



 


Additional abbreviations may also be used 

though not in the above list.


 






 


FOR VALUE RECEIVED the undersigned hereby sell(s),

assign(s) and transfer(s) unto


 


PLEASE
INSERT SOCIAL SECURITY OR OTHER

IDENTIFYING NUMBER OF ASSIGNEE


 


	
   

  
	
   

  
	
   

  



Please print or typewrite name and address

including postal zip code of assignee


 


	
   

  	
   

  	
   

  



the within note and all rights thereunder, hereby 

irrevocably constituting and appointing attorney to 

transfer said note on the books of the Company, with full 

power of substitution in the premises.


 


	
  Dated:

  	
   

  	
   

  



 


	
   

  	
   

  
	
   

  	
  NOTICE:
  The signature to this assignment must correspond with the name as written
  upon the face of the within instrument in every particular, without
  alteration or enlargement or any change whatever.

  
	
   

  
	
   

  	
  Signature(s) must be
  guaranteed by a financial institution that is a member of the Securities
  Transfer Agents Medallion Program (“STAMP”), the Stock Exchange Medallion
  Program (“SEMP”) or the New York Stock Exchange, Inc. Medallion
  Signature Program (“MSP”).