Exhibit 4.2
Company Order
December 9,
2008
The Bank of New York Mellon Trust Company,
N.A.
911 Washington Avenue, Suite 300
St. Louis, Missouri 63101
Ladies and Gentlemen:
Application is hereby made to The
Bank of New York Mellon Trust Company, N.A., a national banking
association, as trustee (the “Trustee”), under the
Indenture dated as of June 1, 2006 (the
“Indenture”), between Central Illinois Light Company,
an Illinois corporation (the “Company”), and the
Trustee for the authentication and delivery of $150,000,000
aggregate principal amount of the Company’s 8.875% Senior
Secured Notes due 2013 (the “Notes”), pursuant to the
provisions of Article II of the Indenture. So long as
any of the Notes of this Series are outstanding, the Company
will not optionally redeem, purchase or otherwise retire in full
its outstanding First Mortgage Bonds, and, therefore, the Release
Date will not occur. Additional Notes without limitation as
to amount, and without the consent of the holders of the then
Outstanding Notes, may also be authenticated and delivered in the
manner provided in Section 2.05 of the Indenture. All
capitalized terms not defined herein which are defined in the
Indenture shall have the same meaning as used in the
Indenture.
In connection with this Company
Order, there are delivered to you herewith the
following:
1.
Certified copies of the resolutions
adopted by the Board of Directors of the Company authorizing this
Company Order and the issuance and sale of the Notes by the Company
pursuant to Section 2.05(c)(1) of the
Indenture;
2.
Opinions of Counsel addressed to you
or in which it is stated th
