Exhibit 4.1
FIRST SUPPLEMENTAL
INDENTURE
Dated as of May 19, 2008
THIS FIRST SUPPLEMENTAL INDENTURE to the
Indenture referred to below is dated as of May 19, 2008 (this
“First Supplemental Indenture”) among AMEREN
CORPORATION, a Missouri corporation (the “Company”),
THE BANK OF NEW YORK, a New York banking corporation (the
“Resigning Trustee”) and THE BANK OF NEW YORK
TRUST COMPANY, N.A., a national banking association, as successor
trustee to The Bank of New York (the “Successor
Trustee”).
The Company and the Resigning Trustee are
parties to an Indenture, dated as of December 1, 2001 (the
“Indenture”).
Pursuant to Section 13.01(a)(2) of the
Indenture, the Company, when authorized by Board Resolution, and
the Resigning Trustee may enter into an indenture supplemental to
the Indenture to change or eliminate any of the provisions of this
Indenture, provided that any such change or elimination shall
become effective only when there is no Note outstanding created
prior to the execution of such supplemental indenture which is
entitled to the benefit of such provision or such change or
elimination is applicable only to Notes issued after the effective
date of such change or elimination.
No Notes are Outstanding as of the date
hereof.
The Company has directed the Resigning Trustee
to execute and deliver this First Supplemental Indenture in
accordance with the terms of the Indenture.
In consideration of the foregoing premises, the
parties mutually agree as follows:
ARTICLE I
DEFINITIONS
Section 1.1
Definitions . Except as otherwise defined herein,
capitalized terms defined in the Indenture are used herein as
therein defined.
ARTICLE II
AMENDMENT TO
INDENTURE
Section 2.1 Amendment
to Indenture . On the date hereof, Section 9.09 of
the Indenture is hereby amended in its entirety to read as
follows:
“There
shall at all times be a Trustee hereunder which Trustee shall at
all times be a corporation organized and doing business under the
laws of the United States or any State thereof or of the District
of Columbia having a combined capital and surplus of at least
$50,000,000 and which is authorized under such laws to exercise
corporate trust powers and is subject to supervision or examination
by Federal or State authorities. If such corporation
publishes reports of condition at least annually, pursuant to law
or to the requirements of the aforesaid authority, then for the
purposes of this Section 9.09, the combined capital and surplus
shall be deemed to be as set forth in its most recent report of
condition so published. No obligor upon the Notes or
Person directly or indirectly controlling, controlled by, or under
common control with such obligor shall serve as
Trustee. If at any time the Trustee shall cease to be
eligible in
accordance with
this Section 9.09, the Trustee shall resign immediately in the
manner and with the effect specified in Section 9.10
hereof.”
Section 2.2 Receipt
by Trustee . In accordance with Section 13.05 of the
Indenture, the parties acknowledge that the Resigning Trustee has
received an Officers’ Certificate and an Opinion of Counsel
as conclusive evidence that this First Supplemental Indenture
complies with the requirements of Article XIII of the
Indenture.
ARTICLE III
RESIGNATION OF RESIGNING TRUSTEE
AND APPOINTMENT OF SUCCESSOR TRUSTEE
Section 3.1
Resignation of Resigning Trustee . In accordance
with Section 9.10(a) of the Indenture, by executing this First
Supplemental Indenture, (i) Resigning Trustee provides written
notice of its resignation, (ii) Company acknowledges receipt
of such notice and (iii) Company accepts the resignation of
Resigning Trustee, effective May 20, 2008.
Section 3.2 Resigning
Trustee’s Assignment to Successor Trustee
. Resigning Trustee hereby assigns, transfers, delivers
and confirms to Successor Trustee all right, title and interest of
Resigning Trustee in and to the trust under the Indenture and all
the rights, powers, duties, protections, benefits, immunities,
indemnities and obligations of the Trustee under the
Indenture. Resigning Trustee shall execute and deliver
such further instruments and shall do such other things as
Successor Trustee may reasonably require so as to more fully and
certainly vest and confirm in Successor Trustee all the rights,
powers, duties, protections, benefits, immunities, indemnities and
obligations hereby assigned, transferred, delivered and confirmed
to Successor Trustee.
Section 3.3
Appointment of Successor Trustee . In accordance
with Section 9.11(a) of th
