Supplemental Indenture to CILCO Mortgage 10-1-2005




                                                                            Exhibit 4.121

    
	
      When recorded mail to:

      

      Craig W.
      Stensland

      Central Illinois Light
      Company

      300 Liberty
      Street

      Peoria, Illinois 
      61602

      

      

      
	
      




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
October 1, 2004

This instrument was
prepared by Steven R. Sullivan, Senior Vice President Governmental/Regulatory
Policy, 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 October, 2004 (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 as “First Mortgage Bonds, Environmental
Improvement Revenue Refunding Series I due 2039” (hereinafter sometimes
referred to as the “bonds of the Thirtieth 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 Thirtieth Series set forth
below and are to mature, subject to prior acceleration and redemption, on
October 1, 2039; and

Whereas, the definitive registered bonds without coupons of the
Thirtieth 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 Thirtieth Series]

No.
____                                                                                                                                                                                $________

_______________

      
Notwithstanding any Provisions Hereof or in the Indenture this Bond is Not
Assignable or Transferable Except as Permitted or Required By Section 13.15
of the Indenture of Trust Dated as of October 1, 2004, Between the Illinois
Finance Authority and UMB Bank, N.A., as Trustee

Central
Illinois Light Company

First
Mortgage Bond, Environmental Improvement Revenue 
Refunding Series I Due
2039

Due
October 1, 2039

Illinois
Commerce Commission
Identification
No.:  Ill. C.C.
6338

Central Illinois Light Company, a corporation of the State of
Illinois (hereinafter called the “Company”), for value received, hereby
promises to pay to UMB Bank, N.A., as trustee under the Authority Bond Indenture
hereinafter referred to, or registered assigns, on October 1, 2039, subject
to prior redemption, Nineteen Million Two Hundred Thousand 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 same
rate or rates of interest as the Authority Bonds (as determined in accordance
with the Authority Bond Indenture referred to below), but in no event shall the
interest rate on this bond exceed eighteen percent (18%) per annum. 
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
Authority Bonds.  Interest on this bond is payable on the same dates as
interest on the Authority Bonds, 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, and interest
on, this bond are payable, in immediately available funds, at the office of the
Authority Bond Trustee hereinafter referred to.

Under an Indenture of Trust dated as of October 1, 2004 (the
“Authority Bond Indenture”) between the Illinois Finance Authority (the
“Authority”) and UMB Bank, N.A., as trustee (the “Authority Bond
Trustee”), the Authority has issued its Environmental Improvement Revenue
Refunding Bonds (AmerenCILCO Project) Series 2004 in the aggregate principal
amount of $19,200,000 (the “Authority Bonds”).  The Company has
agreed to pay the principal of, premium, if any, and interest on the Authority
Bonds pursuant to a Loan Agreement dated as of October 1, 2004 (the
“Agreement”) between the Company and the Authority.  Pursuant
to

 




























Section 4.08 of the Agreement, this bond is issued to the
Authority Bond Trustee to secure any and all obligations of the Company under
the Agreement with respect to payment of the Authority Bonds.  Payment of
principal of, or interest on, the Authority Bonds shall constitute payments on
this bond as further provided herein and in the Supplemental Indenture dated as
of October 1, 2004 pursuant to which this bond has been issued.

Upon any payment of the principal of, and interest on, all or any
portion of the Authority Bonds, whether at maturity or otherwise or upon
provision for the payment thereof having been made in accordance with
Section 8.01 of the Authority Bond Indenture, a principal amount of this
bond equal to the principal amount of such Authority Bonds shall, to the extent
of such payment of principal 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, such bonds shall be surrendered to
the Company for cancellation as provided in Section 8.02 of the Authority
Bond Indenture.  The Trustee may at any time and all times conclusively
assume that the obligation of the Company to make payments under the Agreement
with respect to the principal of, and interest on, the Authority Bonds, 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 Authority Bond Trustee signed by one of
its officers stating (i) that timely payment of principal of, or interest
on, the Authority Bonds has not been made, (ii) that the Company is in
arrears as to the payments required to be made by it to the Authority Bond
Trustee pursuant to the 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 October 1, 2004 (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 Company reserves the
right, without any consent or other action by holders of the bonds of this
series, to amend the Mortgage to provide that:  the Mortgage, 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, subject to the provisions of the Mortgage, subject to
redemption in the amounts, at the times, at the prices and under the
circumstances set forth in the Authority Bond Indenture for the redemption of
the Authority Bonds.

As more fully provided in the Mortgage, bonds of this series shall be
redeemed by the Company as a whole, at the principal amounts of the bonds so to
be redeemed and accrued interest to the date of redemption, upon receipt by the
Trustee of a written demand from the Authority Bond Trustee, stating that the
principal amount of all Authority Bonds then outstanding under the Authority
Bond Indenture has been declared due and payable.  The date fixed for such
redemption shall be specified in a notice of redemption to be given not more
than five days after receipt by the Trustee of the aforesaid written demand and
shall be a date not less than 30 and not more than 45 days after the date of
such notice unless the holders of all of the bonds of this series have agreed to
a shorter notice period, in which case the date of redemption of this bond shall
be the first day following the end of such shorter notice period.  Upon any
such redemption, or upon an acceleration of the maturity of this bond after the
occurrence of a completed default under the Mortgage (provided such acceleration
has not been annulled pursuant to the terms of the Mortgage), the date from
which unpaid interest on the Authority Bonds has then accrued (as specified by
the Authority Bond Trustee) shall become the interest payment date from which
interest on this bond shall be paid (herein referred to as the “Interest
Payment Date”).  As in the Mortgage provided, the aforesaid notice of
redemption shall be rescinded and become null and void for all purposes under
the Mortgage (including the fixing of the Interest Payment Date with respect to
the bonds of this series) upon rescission of the aforesaid written demand and
thereupon no redemption of the bonds of this series and no payments in respect
thereof as specified in such notice of redemption shall be effected or
required.

The bonds of this series are issuable as registered bonds without
coupons in denominations of $5,000 and authorized multiples of $5,000.  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.

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.

As provided in Section 8.02 of the Authority Bond Indenture,
from and after the Release Date (as defined in the Authority Bond Indenture),
the obligations of the Company with respect to this bond shall be deemed to be
satisfied and discharged, this bond shall cease to secure in any manner the
Company’s obligations under the Agreement with respect to the payment of any
Authority Bonds outstanding under the Authority Bond Indenture, and, pursuant to
Section 8.02 of the Authority Bond Indenture, the Authority Bond Trustee
shall forthwith deliver this bond to the Company for cancellation.

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:

Central Illinois Light Company



[Seal]

By__________________________________ 

[President]

 

Attest:





____________________________________

                           
[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__________________________________ 

Authorized Officer

and

Whereas, all things necessary to make the bonds of the Thirtieth
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
Thirtieth 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 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.

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
Thirtieth Series shall mature, subject to prior acceleration and redemption, on
the date appearing in the form of bond hereinbefore set forth, shall (subject to
the provisions of Section 2 hereof) bear interest at the same rate or rates
of interest as the Authority Bonds hereinafter mentioned, 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 Authority Bond
Trustee hereinafter mentioned.

Definitive bonds of the Thirtieth Series will be issued, originally
or otherwise, only as registered bonds without coupons; and they and the
Trustee’s certificate of authentication shall 

 




























 

be substantially in the forms hereinbefore recited,
respectively.  Registered bonds of the Thirtieth Series may be issued in
any one or more denominations of $5,000 and authorized multiples of
$5,000.  In the manner and upon payment of the charges prescribed in the
Indenture, registered bonds without coupons of the Thirtieth 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.

Bonds of the Thirtieth Series shall be redeemed by the Company, as a
whole, in the manner provided in Article X of the Indenture, at the
principal amounts of the bonds so to be redeemed and accrued interest to the
date of redemption, upon receipt by the Trustee of a written demand for such
redemption (hereinafter called the “Redemption Demand”) from the
Authority Bond Trustee under the Indenture of Trust (the “Authority Bond
Indenture”) dated as of October 1, 2004 between the Illinois Finance
Authority and UMB Bank, N.A., as trustee (said trustee and any successor thereto
being hereinafter referred to as the “Authority Bond Trustee”), stating
that the principal amount of all Environmental Improvement Revenue Refunding
Bonds (AmerenCILCO Project) Series 2004 (the “Authority Bonds”) then
outstanding under the Authority Bond Indenture, has been declared due and
payable pursuant to the provisions of Section 9.02 of the Authority Bond
Indenture, specifying the date from which unpaid interest on the Authority Bonds
has then accrued and stating that such declaration of maturity has not been
rescinded.  The Trustee shall, within five days of receiving the Redemption
Demand and after informing the Company of such receipt, fix a redemption date
for the redemption so demanded (which date shall be the first day after the
notice period for redemptions required by the Indenture, or otherwise agreed to
by the holders of all of the bonds of the Thirtieth Series, has expired) and
shall mail notice of the date fixed for redemption of the bonds of the Thirtieth
Series (hereinafter called the “Notice”) to the Authority Bond Trustee
and to the registered holder or holders of the bonds of the Thirtieth Series,
provided, however, that the Trustee shall not mail the Notice (and no
redemption of the bonds of the Thirtieth Series shall be made) if prior to the
mailing of the Notice, the Trustee shall have received written notice of
rescission of the Redemption Demand from the Authority Bond Trustee. 
Redemption of the bonds of the Thirtieth Series as above provided shall be at
the principal amount thereof, plus accrued interest thereon to the date fixed
for redemption and such amount shall become due and payable on such date fixed
for redemption.  Anything contained in this paragraph to the contrary
notwithstanding, if, after mailing of the Notice and prior to the date fixed for
redemption of the bonds of the Thirtieth Series, the Trustee shall have been
advised in writing by the Authority Bond Trustee that the Redemption Demand has
been rescinded, the Notice shall thereupon, without further act of the Trustee
or the Company, be rescinded and become null and void for all purposes hereunder
(including the fixing of the Interest Payment Date (as defined in the bonds of
the Thirtieth Series)) and no redemption of the bonds of the Thirtieth Series
and no payments with respect thereof as specified in the Notice shall be
effected or required

Section 2.     Except as provided
below in connection with the Release Date, the principal amount of bonds of the
Thirtieth Series outstanding from time to time shall always be equal to


 




























the principal amount of the Authority Bonds which are outstanding
from time to time under the Authority Bond Indenture and to the extent the
Authority Bond Trustee holds bonds of the Thirtieth Series in excess of such
principal amount, such bonds of the Thirtieth Series shall be deemed cancelled
and retired and no longer outstanding under the Indenture.

The bonds of the Thirtieth Series are, subject to the provisions of
the Indenture, subject to redemption in the amounts, at the times, at the prices
and under the circumstances under which the Authority Bonds are subject to
redemption, under the same terms and conditions set forth in the Authority Bond
Indenture for the redemption of the Authority Bonds.  In the event that
less than all the bonds of the Thirtieth Series are to be redeemed, the bonds of
the Thirtieth Series to be redeemed shall be determined by lot in such manner as
the Trustee in its discretion shall deem proper, as in the Indenture
provided.

The bonds of
the Thirtieth Series are also subject to mandatory redemption as set forth in
Section 1 of this Supplemental Indenture.

As provided
in Section 8.02 of the Authority Bond Indenture, from and after the Release
Date (as defined in the Authority Bond Indenture), the obligations of the
Company with respect to the bonds of the Thirtieth Series shall be deemed to be
satisfied and discharged, the bonds of the Thirtieth Series shall cease to
secure in any manner the Company’s obligations under the Agreement with respect
to the payment of any Authority Bonds outstanding under the Authority Bond
Indenture, and, pursuant to Section 8.02 of the Authority Bond Indenture,
the Authority Bond Trustee shall forthwith deliver the bonds of the Thirtieth
Series to the Company for cancellation.  

At any time
that a bond of the Thirtieth 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 Thirtieth Series is so surrendered, the Trustee shall
deliver without charge to the Authority Trustee a new bond of the Thirtieth
Series in an aggregate principal amount equal to the difference between the
principal amount of the portion of the bond of the Thirtieth Series so
surrendered and the principal amount of such bond prior to such
surrender.

Section 3.     The Company reserves
the right, without any consent or other action by holders of the bonds of the
Thirtieth Series, or any subsequent series of bonds, to amend the Indenture 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 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.”

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.

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/ 
G.L. Waters________________________

Name: 
G.L. Waters

Title: 
Assistant Secretary



Deutsche Bank Trust Company Americas, as Trustee





By  /s/  Susan Johnson___________________


      Name:  Susan Johnson

      Title:    Vice
President

[Seal]



Attest:



/s/ 
Irina Golovashchuk__________________

Name: 
Irina Golovashchuk

Title:    Associate



































State of
Missouri     )

                                   
)  SS

City of
St. Louis       )

I, Carolyn
J. Shannon, 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 9th day of November, 2004, in the City
and State aforesaid.





                                                                                 
/s/  Carolyn J.
Shannon                                       


                                                                                 
        
              
Notary Public 



(Notarial Seal)






























 



State of New
York        )

                                         
)     SS

County of New
York     )

I, Boris
Treyger, a Notary Public in and for New York County in the State aforesaid, do
hereby certify that:

Susan
Johnson, a Vice President of Deutsche Bank Trust Company Americas, and Irina
Golovashchuk, an Associate 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 10th day of November, 2004.





/s/  Boris
Treyger                                                         


         
________________________________

                               
Notary Public

(Notarial Seal) 


































Schedule
A

Detailed
Description of Additional Properties





McLean County

A part of Lot 3 as shown in Plat Book 7 on Page 195, said Lot 3 being
a part of Taylor and Woltman’s survey and subdivision of that part of the East
Half of Section 9, Township 21 North, Range 1 West of the Third Principal
Meridian, McLean County, Illinois which lies north and west of the Chicago and
Alton Railroad, now the Southern Pacific Line Railroad, described as
follows:

Commencing at a pipe found at the southeast corner of said Section 9;
thence N0o00’00”E along the east section line a distance of 833.32 feet to a
nail set on the northwesterly Right of Way of the Southern Pacific Line
Railroad, said point being the Point of Beginning; thence S42o38’53”W along said
Right of Way a distance of 516.61 feet to a 5/8” pin set; thence N0o00’00”E a
distance of 779.88 feet to a 5/8” pin set; thence S90o00’00”E a distance of
350.00 feet to a nail set; thence S0o00’00”E along the east line of said Section
9 a distance of 400.00 feet to the Point of Beginning, containing 4.740 acres,
more or less.

Part PIN
23-33-09-400-003





Knox County

Lot Numbered One (1) of RAMP SUBDIVISION, being a Subdivision of part
of Lot Twenty-four (24) in the Subdivision of 1898 recorded in Volume 1 of
Plats, Page 208, of the East Half of the Southeast Quarter of Section Eleven
(11), Township Nine (9) North, Range Four (4) East of the Fourth Principal
Meridian, per Plat recorded in Volume 28 of Plats, Page 44; Subject to all
Easements, Rights of Way, Dedications, Restrictions and Covenants, of Record,
affecting the real estate, if any, and to all applicable Zoning Ordinances and
Restrictions, situated in the County of Knox, in the sate of
Illinois.



PIN 20-11-426-012





Tazewell County 

A part of the Southwest Quarter of Section 19, Township 25 North,
Range 3 West of the Third P.M., being more particularly described as
follows:  Commencing at the center of Section 19; thence South 01o48’33”
East (bearing assumed for purpose of description only), along the East line of
the Southwest Quarter of Section 19, 767.85 feet to the Point of Beginning of
the tract to be described:  From the Point of Beginning, thence South
01o48’33” East, along the East line of the Southwest Quarter of said Section 19,
242 feet; thence South 88o11’27” West, 360 feet; thence North 01o48’33” West 242
feet thence North 88o11’27” East, 360 feet to the Point of 

 




























Beginning, situated in Tazewell County, Illinois as shown by a Plat
recording in Plat Book VV, Page 80.



PIN 06-06-19-300-002





Peoria County 1

A part of the Southeast Quarter
of Section Eight, Township 9 North, Range 7 East of the Fourth Principal
Meridian, more particularly described as follows:

Commencing at the center of said Section Eight, thence South 00
degrees 12 minutes 12 seconds West, (bearing assumed for purpose of description
only), along the West line of  the Southeast Quarter of said Section Eight,
100.00 feet to the Point of Beginning of the tract to be described:  from
the Point of Beginning, thence South 89 degrees 16 minutes 51 seconds East,
parallel to and 100.00 feet normally distant Southerly from the North line of
the Southeast Quarter of said Section Eight, 360.01 feet to a point 360.00 feet
normally distant  Easterly from the West line of the Southeast Quarter of
said Section Eight; thence South 00 degrees 12 minutes 12 seconds West, 240.01
feet to a point 340.00 feet normally distant Southerly from the North line of
the Southeast Quarter of said Section Eight; thence North 89 degrees 16 minutes
51 seconds West, 360.01 feet to the West line of the Southeast Quarter of said
Section Eight; thence North 00 degrees 12 minutes 12 seconds East, along said
West line, 240.01 feet to the Point of Beginning, said Tract containing 1.984
acre, more or less, said tract being subject to that portion previously
dedicated for public road Right of Way of Gilles Road.



Part of PIN
13-08-400-003





Peoria County 2

A part of Lot Five (5) in the Subdivision of the Southwest Quarter
(SW1/4) of Section Twenty Two (22), Township Nine (9) North, Range Eight (8)
East of the Fourth Principal Meridian as per Plat Book “D”, Page 48, in the
Recorder’s Office of Peoria County, Illinois, more particularly bounded and
described as follows, to-wit:  Commencing at a point on the North line of
Toledo Avenue Two Hundred and Eighty Four (284) feet East of the West line of
said Lot Five (5); thence at right angles North Three Hundred Feet (300’) more
or less to the South line of the premises deeded to the National Implement and
Vehicle Show on August 9, 1912, as shown by Deed recorded in Book 294 of Deeds,
page 351, in the Recorder’s Office of said County:  thence East along the
South line thereof Forty Six and ninety four one hundredths (46.94) feet: 
thence at right angles South Three Hundred (300) feet, more or less to the north
line of Toledo Avenue; thence West 46.94 feet, to the place of
beginning.



PIN 14-22-304-007

































Peoria County 3

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 89o-59’-36” East, (Bearing assumed for purpose of
description only), along the South line of the Southwest quarter of said section
25, 260.23 feet to a point on the Easterly Right of Way line of the Chicago
& Northwestern Railroad, said point being hereafter referred to as point
“A”, said point being also the point of beginning of the tract to be
described:  from the point of beginning thence North 01o-27’-33” West,
along said Easterly Right of Way line, 683.00 feet; thence North 89o-59’-36”
East, 300.00 feet; thence South 01o-27’-33” East, 350.00 feet; thence South
89o-59-36” West, 224.98 Feet; Thence South 01o-27’-33” East, along a line 75.00
feet normally distant Easterly of the Easterly Right of Way line of said Chicago
& Northwestern Railroad, 333.00 feet to the South line of the Southwest
quarter of said section 25; thence South 89o-59’-36” West, along said South
line, 75.02 feet to the point of beginning, said tract containing 2.983 acres,
more or less, said tract being subject to public road Right of Way along the
South side of said tract for Alta Lane (Illinois Route 174), said tract being
also subject to an easement for ingress-egress and utilities for the benefit of
to a 3.218 acre tract lying North of and adjacent to the above described tract,
said easement being more particularly described as follows:

Beginning at the aforementioned point “A”, thence North 01o-27’-33”
West, along the Easterly Right of Way line of said Chicago & Northwestern
Railroad, 683.00 feet; thence North 89o-59’-36” East, 30,01 feet; thence South
01o-27’-33” East, 683.00 feet to the South line of the Southwest quarter of said
section 25; thence South 89o-59’-36” West, along said South line, 30.01 feet to
the point of beginning.

Parcel is shown on Plat of Survey dated December 3, 2003 and recorded
December 16, 2003 in the Peoria County Recorder of Deeds Office in Tract Survey
39, Page 68, as Document No. 03-61003



Part of PIN
08-25-300-003





Peoria County 4

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 89o-59’-36” East, (bearing assumed for the purpose
of description only), along the South line of the Southwest quarter of said
section 25, 260.23 feet to a point on the Easterly Right of Way line of the
Chicago & Northwestern Railroad, said point being hereafter referred to as
point “A”; thence North 01o-27’-33” West, along said Easterly Right of Way line,
683.00 feet to the point of 

 




























beginning of the tract to be described:  from the point of
beginning thence North 01o-27’-33” West, along said Easterly Right of Way line
2003.09 feet to the North line of the Southwest quarter of said section 25;
thence South 89o-34’-17” East, along said North line, 70.04 feet; thence South
01o-27’-33” East, along a line 70.00 feet normally distant Easterly of the
Easterly Right of Way line of said Chicago & Northwestern Railroad, 2002.55
feet; thence South 89o-59’-36” West, 70.02 feet to the point of beginning, said
tract containing 3.218 acres, more or less.  Together with a easement for
ingress-egress and utilities over the following thence North 01o-27’-33” 
West, along the Easterly Right of Way line of said Chicago & Northwestern
Railroad, 683.00 feet; thence North 89o-59’-36” East, 30.01 feet; thence South
01o-27’-33” East, 683.00 feet to the South line of the Southwest quarter of said
section 25; thence South 89o-59’-36” West, along said South line 30.01 feet to
the point of beginning.

Parcel is shown on Plat of Survey dated December 3, 2003 and recorded
December 16, 2003 in the Peoria County Recorder of Deeds Office in Tract Survey
39, Page 68, as Document No. 03-61003



Part of PIN
08-25-300-003