Exhibit 4.4


 


WHEN
RECORDED MAIL TO:

Illinois Power Company

Craig W. Stensland


One Ameren Plaza (MC 1310)

1901 Chouteau Avenue


St. Louis, MO 63103


 


ILLINOIS POWER COMPANY


 


TO


 


THE BANK OF NEW YORK TRUST COMPANY, N.A.


 


(FORMERLY BNY MIDWEST TRUST COMPANY),


 


AS SUCCESSOR TRUSTEE TO


 


HARRIS TRUST AND SAVINGS BANK


 


________________


 


SUPPLEMENTAL INDENTURE


 


DATED AS OF NOVEMBER 15, 2007


 


TO


 


GENERAL MORTGAGE INDENTURE AND DEED OF TRUST


 


DATED AS OF NOVEMBER 1, 1992


 


 


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


 

















 


SUPPLEMENTAL INDENTURE dated as of November 15, 2007 (“Supplemental
Indenture”), made by and between ILLINOIS POWER COMPANY, a corporation
organized and existing under the laws of the State of Illinois (the “Company”),
party of the first part, and THE BANK OF NEW YORK TRUST COMPANY, N.A. (formerly
BNY Midwest Trust Company), a corporation organized and existing under the laws
of the State of Illinois, as successor trustee to Harris Trust and Savings
Bank, a corporation organized and existing under the laws of the State of
Illinois (the “Trustee”), as Trustee under the General Mortgage Indenture and
Deed of Trust dated as of November 1, 1992, hereinafter mentioned, party of the
second part;


 


WHEREAS, the Company has heretofore executed and delivered its General
Mortgage Indenture and Deed of Trust dated as of November 1, 1992 as from time
to time amended (the “Indenture”), to the Trustee, for the security of the
Bonds of the Company issued and to be issued thereunder (the “Bonds”); and


 


WHEREAS, pursuant to the terms and provisions of the Indenture there were
created and authorized by supplemental indentures thereto bearing the following
dates, respectively, the Mortgage Bonds of the series issued thereunder and
respectively identified opposite such dates:


 


	
  DATE
  OF 

  SUPPLEMENTAL 

  INDENTURE

  	
   

  	
  IDENTIFICATION OF SERIES

  	
   

  	
  CALLED

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  February 15, 1993

  	
   

  	
  8% Series due 2023 (redeemed)

  	
   

  	
  Bonds of the 2023 Series

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  March 15, 1993

  	
   

  	
  6 1/8% Series due 2000 (paid at maturity)

  	
   

  	
  Bonds of the 2000 Series

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  March 15, 1993

  	
   

  	
  6 3/4% Series due 2005 (paid at maturity)

  	
   

  	
  Bonds of the 2005 Series

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  July 15, 1993

  	
   

  	
  7 1/2% Series due 2025 (redeemed)

  	
   

  	
  Bonds of the 2025 Series

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  August 1, 1993

  	
   

  	
  6 1/2% Series due 2003 (paid at maturity)

  	
   

  	
  Bonds of the 2003 Series

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  October 15, 1993

  	
   

  	
  5 5/8% Series due 2000 (paid at maturity)

  	
   

  	
  Bonds of the Second 2000 Series

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  November 1, 1993

  	
   

  	
  Pollution Control Series M (redeemed)

  	
   

  	
  Bonds of the Pollution Control Series M

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  November 1, 1993

  	
   

  	
  Pollution Control Series N (redeemed)

  	
   

  	
  Bonds of the Pollution Control Series N

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  November 1, 1993

  	
   

  	
  Pollution Control Series O (redeemed)

  	
   

  	
  Bonds of the Pollution Control Series O

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  April 1, 1997

  	
   

  	
  Pollution Control Series P

  	
   

  	
  Bonds of the Pollution Control Series P

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  April 1, 1997

  	
   

  	
  Pollution Control Series Q

  	
   

  	
  Bonds of the Pollution Control Series Q

  



 

















 


	
  DATE
  OF 

  SUPPLEMENTAL 

  INDENTURE

  	
   

  	
  IDENTIFICATION OF SERIES

  	
   

  	
  CALLED

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  April 1, 1997

  	
   

  	
  Pollution Control Series R

  	
   

  	
  Bonds of the Pollution Control Series R

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  March 1, 1998

  	
   

  	
  Pollution Control Series S

  	
   

  	
  Bonds of the Pollution Control Series S

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  March 1, 1998

  	
   

  	
  Pollution Control Series T

  	
   

  	
  Bonds of the Pollution Control Series T

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  July 15, 1998

  	
   

  	
  6 1/4% Series due 2002 (paid at maturity)

  	
   

  	
  Bonds of the 2002 Series

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  September 15, 1998

  	
   

  	
  6% Series due 2003 (paid at maturity)

  	
   

  	
  Bonds of the Second 2003 Series

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  June 15, 1999

  	
   

  	
  7.50% Series due 2009

  	
   

  	
  Bonds of the 2009 Series

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  July 15, 1999

  	
   

  	
  Pollution Control Series U

  	
   

  	
  Bonds of the Pollution Control Series U

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  July 15, 1999

  	
   

  	
  Pollution Control Series V (redeemed)

  	
   

  	
  Bonds of the Pollution Control Series V

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  May 1, 2001

  	
   

  	
  Pollution Control Series W

  	
   

  	
  Bonds of the Pollution Control Series W

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  May 1, 2001

  	
   

  	
  Pollution Control Series X

  	
   

  	
  Bonds of the Pollution Control Series X

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  July 1, 2002

  	
   

  	
  10 5/8% Series due 2007 (not issued)

  	
   

  	
  Bonds of the 2007 Series

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  July 1, 2002

  	
   

  	
  10 5/8% Series due 2012 (not issued)

  	
   

  	
  Bonds of the 2012 Series

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  December 15, 2002

  	
   

  	
  11.50% Series due 2010

  	
   

  	
  Bonds of the 2010 Series

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  June 1, 2006

  	
   

  	
  Mortgage Bonds, Senior Notes Series AA

  	
   

  	
  Bonds of Series AA

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  August 1, 2006

  	
   

  	
  Mortgage Bonds, 2006 Credit Agreement Series Bonds

  	
   

  	
  2006 Credit Agreement Series Bonds

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  March 1, 2007

  	
   

  	
  Mortgage Bonds, 2007 Credit Agreement Series Bonds

  	
   

  	
  2007 Credit Agreement Series Bonds

  



 


and


 


WHEREAS, a supplemental indenture with respect to the Bonds of the 2007 Series
and the Bonds of the 2012 Series listed above was executed and filed but such
Bonds of the 2007 Series and Bonds of the 2012 Series were never issued and a
release with respect to such supplemental indenture was subsequently executed
and filed; and


 


2

















 


WHEREAS, the Company desires to create a new series of Bonds to be issued
under the Indenture to be known as “Mortgage Bonds, Senior Notes Series BB”
(the “Series BB Mortgage Bonds”); 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 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 Series BB Mortgage Bonds as security for $250,000,000
aggregate principal amount of the Company’s 6.125% Senior Secured Notes due 2017
(the “Senior Notes”) to be issued under the Senior Note Indenture; and


 


WHEREAS, the Company, in the exercise of the powers and authority conferred
upon and reserved to it under the provisions of the Indenture, and pursuant to
appropriate resolutions of the Board of Directors, has duly resolved and
determined to make, execute and deliver to the Trustee this Supplemental
Indenture in the form hereof for the purposes herein provided; and


 


WHEREAS, all conditions and requirements necessary to make this Supplemental
Indenture a valid, binding and legal instrument have been done, performed and
fulfilled and the execution and delivery hereof have been in all respects duly
authorized;


 


NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH:


 


THAT Illinois Power Company, in consideration of the purchase and
ownership from time to time of the Bonds and the service by the Trustee, and
its successors, under the Indenture and of One Dollar to it duly paid by the
Trustee at or before the ensealing and delivery of these presents, the receipt
whereof is hereby acknowledged, hereby covenants and agrees to and with the
Trustee and its successors in the trust under the Indenture, for the benefit of
those who shall hold the Bonds as follows:


 


ARTICLE I



DESCRIPTION
OF THE SERIES BB MORTGAGE BONDS.


 


Section
1.               The
Company hereby creates a new series of Bonds to be known as “Mortgage Bonds,
Senior Notes Series BB” (the “Series BB Mortgage Bonds”). The Series BB
Mortgage Bonds shall be executed, authenticated and delivered in accordance
with the provisions of, and shall in all respects be subject to, all of the
terms, conditions and covenants of the Indenture, as supplemented and modified.
The Series BB Mortgage Bonds shall be issued in the name of the Senior Note
Trustee under the Senior Note Indenture to secure any and all of the Company’s
obligations under the Senior Notes and any other series of senior notes from
time to time outstanding under the Senior Note Indenture.


 


The Series BB Mortgage Bonds shall be dated as provided in Section 3.03
of Article Three of the Indenture. The Series BB Mortgage Bonds shall mature on
November 15, 2017, shall accrue interest from the dates set forth in the Senior
Notes and shall bear interest at the same rate of interest as the Senior Notes.
Interest on the Series BB Mortgage Bonds is payable on the same dates as
interest on the Senior Notes is paid, until the principal sum is paid in full.


 


3

















 


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, the Series BB Mortgage Bonds in a
principal amount 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 Series
BB Mortgage Bonds shall be surrendered to the Company for cancellation
as provided in Section 4.08 of the Senior Note Indenture. The Trustee may at
any time and all times conclusively assume that the obligation of the Company
to make payments with respect to the principal of, 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) the timely
payment of principal, or 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.


 


Section
2.                                            The Series
BB Mortgage Bonds and the Trustee’s Certificate of Authentication shall be
substantially in the following forms respectively:


 


[FORM OF FACE OF BOND]


 


NOTWITHSTANDING
ANY PROVISIONS HEREOF OR IN THE INDENTURE THIS BOND IS NOT ASSIGNABLE OR
TRANSFERABLE EXCEPT AS PERMITTED BY SECTION 4.04 OF THE

INDENTURE DATED AS OF JUNE 1, 2006, BETWEEN

ILLINOIS POWER COMPANY AND THE BANK OF NEW YORK TRUST COMPANY, N.A., AS TRUSTEE


 


ILLINOIS POWER COMPANY


 


(Incorporated under the laws of the State of Illinois)


 


Illinois Commerce
Commission

Identification No.: Ill. C.C. 6446


 


MORTGAGE BOND, SENIOR
NOTES SERIES BB


 


	
  No.

  	
   

  	
  $250,000,000

  



 


ILLINOIS POWER COMPANY, a corporation organized and existing under the
laws of the State of Illinois (the “Company”), which term shall include any
successor corporation as defined in the Indenture hereinafter referred to, for
value received, hereby promises to pay to The Bank of New York Trust Company,
N.A., as trustee (the “Senior Note Trustee”) under the Indenture dated as of June
1, 2006 (the “Senior Note Indenture”), relating to the Company’s 6.125% Senior
Secured Notes due 2017 (the “Senior Notes”) in the aggregate principal amount
of $250,000,000, between the Company and the Senior Note Trustee, or registered
assigns, the principal sum of $250,000,000 on November 15, 2017, in any coin or
currency of the United States of America, which at the time of payment is legal
tender for public and private debts, and to pay interest thereon in like coin
or currency from the date of issuance (and thereafter from the 


 


4

















 


dates set forth in the Senior Notes), and at the same rate of interest
as the Senior Notes. 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 Mortgage Bond is
payable on the same dates as interest on the Senior Notes is paid, until the
principal sum of this Mortgage Bond is paid in full. Pursuant to Article IV of
the Senior Note Indenture, this Mortgage 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 Mortgage Bond as further
provided herein and in the Supplemental Indenture of November 15, 2007 (as
hereinafter defined) pursuant to which this Mortgage Bond has been issued. Both
the principal of, premium, if any, and the interest on, this Mortgage Bond are
payable at the office of the Senior Note Trustee.


 


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 this Mortgage 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 Mortgage Bonds shall be surrendered to
the Company for cancellation as provided in Section 4.08 of the Senior Note
Indenture. The Trustee (as hereinafter defined) 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 Mortgage
Bond shall be deemed to be the “Related Series of Senior Note Mortgage Bonds”
in respect of the Senior Notes.


 


This Mortgage Bond shall not be entitled to any benefit under the
Indenture or any indenture supplemental thereto, or become valid or obligatory
for any purpose, until the form of certificate endorsed hereon shall have been
signed by or on behalf of The Bank of New York Trust Company, N.A. (formerly
BNY Midwest Trust Company), as successor trustee to Harris Trust and Savings
Bank, the Trustee under the Indenture, or a successor trustee thereto under the
Indenture (the “Trustee”).


 


The provisions of this Mortgage Bond are continued on the reverse
hereof and such continued provisions shall for all purposes have the same
effect as though fully set forth at this place.


 


5

















 


IN WITNESS WHEREOF, Illinois Power Company has caused this Mortgage
Bond to be signed (manually or by facsimile signature) in its name by an
Authorized Executive Officer, as defined in the aforesaid Indenture, and
attested (manually or by facsimile signature) by an Authorized Executive
Officer, as defined in such Indenture on the date hereof.


 


Dated
November 20, 2007


 


	
   

  	
   

  	
  ILLINOIS POWER COMPANY,

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  AUTHORIZED EXECUTIVE OFFICER

  
	
   

  	
   

  	
   

  
	
  ATTEST:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
  AUTHORIZED
  EXECUTIVE OFFICER

  



 


6

















 


[FORM OF TRUSTEE’S CERTIFICATE OF AUTHENTICATION]


 


This is one of the Mortgage Bonds of the series designated therein
referred to in the within mentioned Indenture and the Supplemental Indenture
dated as of November 15, 2007.


 


THE BANK OF NEW YORK TRUST COMPANY, N.A.


(formerly BNY Midwest Trust Company),


as successor trustee to


Harris Trust and Savings Bank,


TRUSTEE,


 


By:


AUTHORIZED SIGNATORY


 


[FORM OF REVERSE OF BOND]


 


This Mortgage Bond is one of a duly authorized issue of Mortgage Bonds
of the Company (the “Mortgage Bonds”) in unlimited aggregate principal amount,
of the series hereinafter specified, all issued and to be issued under and
equally secured by the General Mortgage Indenture and Deed of Trust (the “Indenture”),
dated as of November 1, 1992, executed by the Company to The Bank of New York
Trust Company, N.A. (formerly BNY Midwest Trust Company), as successor trustee
to Harris Trust and Savings Bank (the “Trustee”) to which Indenture and all
indentures supplemental thereto reference is hereby made for a description of
the properties mortgaged and pledged, the nature and extent of the security,
the rights of registered owners of the Mortgage Bonds and of the Trustee in
respect thereof, and the terms and conditions upon which the Mortgage Bonds
are, and are to be, secured. The Mortgage Bonds may be issued in series, for
various principal sums, may mature at different times, may bear interest at
different rates and may otherwise vary as provided in the Indenture. This Mortgage
Bond is one of a series designated as the Series BB Mortgage Bonds of the
Company, unlimited in aggregate principal amount, issued under and secured by
the Indenture and described in the Supplemental Indenture dated as of November
15, 2007 (the “Supplemental Indenture of November 15, 2007” ), between the
Company and the Trustee, supplemental to the Indenture.


 


This Series BB Mortgage Bond is subject to redemption in accordance
with the terms of Article II of the Supplemental Indenture of November 15, 2007.


 


As provided in Section
4.11 of the Senior Note Indenture, from and after the Release Date (as defined
in the Senior Note Indenture), the obligations of the Company with respect to
the Series BB
Mortgage Bonds shall be deemed to be satisfied and discharged, the Series BB Mortgage Bonds shall
cease to secure in any manner any Senior Notes outstanding under the Senior
Note Indenture, and, pursuant to Section 4.08 of the Senior Note Indenture, the
Senior Note Trustee shall forthwith deliver the Series BB Mortgage Bonds to the Company for cancellation.


 


In case an Event of Default, as defined in the Indenture, shall occur,
the principal of all Mortgage Bonds at any such time outstanding under the
Indenture may be declared or may become due and payable, upon the conditions
and in the manner and with the effect provided in the Indenture. The Indenture
provides that such declaration may be rescinded under certain circumstances.


 


7

















 


ARTICLE II


 


REDEMPTION.


 


Section
1.                                            The Series BB Mortgage Bonds 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 in Section 2 of this Article II.


 


In the
event that the Company redeems any 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 Series BB Mortgage Bonds 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.


 


Section
2.                                            Upon
the occurrence of an Event of Default under the Senior Note Indenture (as
defined therein) and the acceleration of the Senior Notes, the Series BB
Mortgage Bonds shall be redeemable in whole upon receipt by the Trustee (with a
copy to the Company) 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 Series BB Mortgage
Bonds. The Company waives any right it may have to prior notice of such
redemption under the Indenture. Upon surrender of the Series BB Mortgage Bonds
by the Senior Note Trustee to the Trustee, the Series BB Mortgage Bonds 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.


 


ARTICLE III


 


ISSUE OF THE SERIES BB MORTGAGE BONDS.


 


Section 1.                                            The Company hereby exercises the right
to obtain the authentication of $250,000,000 principal amount of additional
Bonds pursuant to the terms of Section 4.04 of the Indenture, all of which
shall be Series BB Mortgage Bonds. The principal amount of the Series BB
Mortgage Bonds 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
Series BB Mortgage Bonds in excess of such principal amount, such Series BB
Mortgage Bonds shall be deemed cancelled and retired and no longer outstanding
under the Indenture.


 


8

















 


Section 2.                                            Such Series BB Mortgage Bonds may be
authenticated and delivered prior to the filing for recordation of this
Supplemental Indenture.


 


Section 3.                                            For
purposes of Section 4.09 of the Senior Note Indenture, the Series BB Mortgage Bonds shall be
deemed to be the “Related Series of Senior Notes Mortgage Bonds” in respect of
the Senior Notes.


 


Section 4.               As provided in Section 4.11 of
the Senior Note Indenture, from and after the Release Date (as defined in the
Senior Note Indenture), the obligations of the Company with respect to the Series BB Mortgage Bonds shall be
deemed to be satisfied and discharged, the Series BB Mortgage Bonds shall cease to secure in any manner any
Senior Notes outstanding under the Senior Note Indenture, and, pursuant to
Section 4.08 of the Senior Note Indenture, the Senior Note Trustee shall
forthwith deliver the Series BB
Mortgage Bonds to the Company for cancellation.


 


ARTICLE IV


 


THE TRUSTEE.


 


The Trustee hereby accepts the trusts hereby declared and provided, and
agrees to perform the same upon the terms and conditions in the Indenture set
forth and upon the following terms and conditions:


 


The Trustee shall not be responsible in any manner whatsoever for or in
respect of the validity or sufficiency of this Supplemental Indenture or the
due execution hereof by the Company or for or in respect of the recitals
contained herein, all of which recitals are made by the Company solely. In
general, each and every term and condition contained in Article Eleven of the
Indenture shall apply to this Supplemental Indenture with the same force and
effect as if the same were herein set forth in full, with such omissions,
variations and modifications thereof as may be appropriate to make the same
conform to this Supplemental Indenture.


 


ARTICLE V


 


MISCELLANEOUS PROVISIONS.


 


This Supplemental Indenture may be simultaneously executed in any
number of counterparts, each of which when so executed shall be deemed to be an
original; but such counterparts shall together constitute but one and the same
instrument.


 


IN WITNESS WHEREOF, said Illinois Power Company has caused this
Supplemental Indenture to be executed on its behalf by an Authorized Executive
Officer as defined in the Indenture, and its corporate seal to be hereto
affixed and said seal and this Supplemental Indenture to be attested by an
Authorized Executive Officer as defined in the Indenture; and said The Bank of
New York Trust Company, N.A. (formerly BNY Midwest Trust Company), as successor
trustee to Harris Trust and Savings Bank, in evidence of its acceptance of the
trust hereby created, has caused this Supplemental Indenture to be executed on
its behalf by its President or one of its Vice Presidents and its corporate
seal to be hereto affixed and said seal and this Supplemental Indenture to be
attested by its Secretary or one of its Vice Presidents; all as of November 15,
2007.


 


9

















 


ILLINOIS POWER COMPANY


 


	
  (CORPORATE SEAL)

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Jerre E. Birdsong

  
	
   

  	
   

  	
  Name:

  	
  Jerre E. Birdsong

  
	
   

  	
   

  	
  Title:

  	
  Vice President and Treasurer

  
	
   

  	
   

  	
   

  	
   

  
	
  ATTEST:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ G. L. Waters

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
  G. L. Waters

  	
   

  	
   

  
	
   

  	
  Title:

  	
  Assistant Secretary

  	
   

  	
   

  
								



 


10

















 


THE BANK OF NEW YORK TRUST COMPANY, N.A.


(formerly BNY Midwest Trust Company),


successor trustee to


Harris Trust and Savings Bank,


TRUSTEE,


 


	
  (CORPORATE SEAL)

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ M. Callahan

  
	
   

  	
   

  	
  Name:

  	
  M. Callahan

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
  ATTEST:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ D. G. Donovan

  	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
  D. G. Donovan

  	
   

  	
   

  
	
   

  	
  Title:

  	
  Vice President

  	
   

  	
   

  
								



 


11

















 


 


STATE OF MISSOURI       )


 


                                  ss.


 


CITY OF ST. LOUIS            )


 


BE IT REMEMBERED, that on 15th day of November, 2007, before me, the
undersigned, a Notary Public within and for the City and State aforesaid,
personally came Jerre E. Birdsong, Vice President and Treasurer and G. L.
Waters, Assistant Secretary, of Illinois Power Company, a corporation duly
organized, incorporated and existing under the laws of the State of Illinois,
who are personally known to me to be such officers, and who are personally
known to me to be the same persons who executed as such officers the within
instrument of writing, and such persons duly acknowledged that they signed,
sealed and delivered the said instrument as their free and voluntary act as
such officers and as the free and voluntary act of said Illinois Power Company
for the uses and purposes therein set forth.


 


IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed my
official seal on the day and year last above written.


 


	
   

  	
  /s/ Donna S. Bilkey

  
	
   

  	
  NOTARY
  PUBLIC

  



 


My
Commission Expires on June 13, 2010.


(NOTARIAL SEAL)


 


Donna S. Bilkey – Notary Public

Notary Seal, State of Missouri – Jefferson County

Commission #06900096

My Commission Expires 6/13/2010


 


12

















 


STATE OF ILLINOIS          )


 


                                ss.


 


CITY OF CHICAGO             )


 


BE IT REMEMBERED, that on 13th day of November, 2007, before me, the
undersigned, a Notary Public within and for the County and State aforesaid,
personally came M. Callahan, Vice President and D. G. Donovan, Vice President,
of The Bank of New York Trust Company, N.A., a corporation duly organized,
incorporated and existing under the laws of the State of Illinois, who are
personally known to me to be the same persons who executed as such officers the
within instrument of writing, and such persons duly acknowledged that they
signed, sealed and delivered the said instrument as their free and voluntary
act as such Vice President and Vice President, and as the free and voluntary
act of said The Bank of New York Trust Company, N.A. for the uses and purposes
therein set forth.


 


IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed my
official seal on the day and year last above written.


 


	
   

  	
  /s/ Julie Braun

  
	
   

  	
  NOTARY
  PUBLIC, ILLINOIS

  



 


My
Commission Expires on June 23, 2010.


(NOTARIAL SEAL)


 


“OFFICIAL SEAL”


Julie Braun

Notary Public, State of Illinois

My Commission Expires 6/23/2010


 


13