Exhibit 4.7
FORM OF SIXTH
SUPPLEMENTAL INDENTURE
SIXTH SUPPLEMENTAL
INDENTURE
dated as
of
, 2008
to
INDENTURE
dated as of
November 1, 2000
AMEREN ENERGY
GENERATING COMPANY
to
THE BANK OF NEW
YORK TRUST COMPANY, N.A., as Trustee
$300,000,000 7.00%
Senior Notes, Series H Due 2018
SIXTH SUPPLEMENTAL
INDENTURE (this “Sixth Supplemental Indenture”), dated
as
of
, 2008, to the Indenture, dated as of November 1, 2000 (the
“Original Indenture”), from AMEREN ENERGY GENERATING
COMPANY, an Illinois corporation (together with its successors and
assigns, the “Issuer”), its principal office and
mailing address being at One Ameren Plaza, 1901 Chouteau Avenue,
P.O. Box 66149, St. Louis, Missouri 63166-6149, to THE BANK OF
NEW YORK TRUST COMPANY, N.A., a national banking association
organized and existing under and by virtue of the laws of the
United States, as trustee (the “Trustee”), its office
and mailing address being at 911 Washington Avenue, 3rd Floor St.
Louis, Missouri 63101.
W I T N E S S E T
H:
WHEREAS, the
Issuer and the Trustee have heretofore executed and delivered the
Original Indenture to provide for the issuance from time to time of
the Issuer’s Securities (as defined in the Original
Indenture) to be issued in one or more series;
WHEREAS, Sections
2.1 and 7.1(b) of the Original Indenture provide, among other
things, that the Issuer and the Trustee may enter into indentures
supplemental to the Original Indenture for, among other things, the
purpose of establishing the designation, form, terms and provisions
of Securities of any series as permitted by Sections 2.1 and
7.1(b) of the Original Indenture;
WHEREAS, the
Issuer has heretofore issued a series of Securities designated
7.00% Senior Notes, Series G due 2018 (the “Old
Notes”);
WHEREAS, the Old
Notes were sold to a group consisting of Lehman Brothers Inc., UBS
Securities LLC and Wachovia Capital Markets, LLC (collectively, the
“Initial Purchasers”);
WHEREAS, sales and
transfers of the Old Notes are restricted to qualified
institutional investors pursuant to Rule 144A under the
Securities Act of 1933, as amended (the “Securities
Act”) and qualified buyers outside the United States pursuant
to Regulation S under the Securities Act;
WHEREAS, the
Issuer and the Initial Purchasers entered into a Registration
Rights Agreement, dated as of April 9, 2008 (the
“Registration Rights Agreement”), pursuant to which the
Issuer agreed, for the benefit of the Holders of the Old Notes, to
file a registration statement relating to an exchange offer
allowing the Holders of the Old Notes to exchange their transfer
restricted Old Notes for a new series of notes that are identical
in all material respects to the Old Notes except that the new
series of notes will not contain the transfer restrictions or
registration rights applicable to the Old Notes, and the new series
of notes would be registered under the Securities Act;
WHEREAS, the
Issuer (i) desires the issuance of a series of Securities to
be designated as hereinafter provided and (ii) has requested
the Trustee to enter into this Sixth Supplemental Indenture for the
purpose of establishing the designation, form, terms and provisions
of the Securities of such series;
WHEREAS, all
action on the part of the Issuer necessary to authorize the
issuance of said Securities under the Original Indenture and this
Sixth Supplemental Indenture (the Original Indenture, as
supplemented by this Sixth Supplemental Indenture, being
hereinafter called the “Indenture”) has been duly
taken; and
WHEREAS, all acts
and things necessary to make said Securities, when executed by the
Issuer and authenticated and delivered by the Trustee as provided
in the Original Indenture, the legal, valid and binding obligations
of the Issuer, and to constitute these presents a valid and binding
supplemental indenture according to its terms, have been done and
performed, and the execution of this Sixth Supplemental Indenture
and the creation and issuance under the Indenture of said
Securities have in all respects been duly authorized, and the
Issuer, in the exercise of the legal right and power vested in it,
executes this Sixth Supplemental Indenture and proposes to create,
execute, issue and deliver said Securities;
NOW, THEREFORE, in
order to establish the designation, form, terms and provisions of,
and to authorize the authentication and delivery of, said
Securities, and in consideration of the acceptance of said
Securities by the holders thereof and of other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
ARTICLE I
DEFINITIONS
Capitalized terms
not otherwise defined herein shall have the meanings set forth in
the Original Indenture.
ARTICLE II
THE TERMS OF THE
SERIES H NOTES
Section 2.1
Terms of 7.00% Senior
Notes, Series H due 2018 . (a) There is hereby created one
(1) series of Securities designated: 7.00% Senior Notes,
Series H due 2018, in the initial aggregate principal amount
of $300,000,000 (the “Series H Senior Notes”) less
the amount of any Old Notes that remain outstanding and unexchanged
following completion of the Issuer’s exchange offer for the
Old Notes as contemplated by its prospectus
dated
, 2008. Upon delivery of a written order to the Trustee in
accordance with the provisions of Section 2.1 of the Original
Indenture, the Trustee shall authenticate and deliver the
Series H Senior Notes. Such written order shall specify
the amount of the Series H Senior Notes to be authenticated
and the date on which such Series H Senior Notes are to be
authenticated, which will be the date on which the Series H
Senior Notes are issued in exchange for the Old Notes.
(b)
The Series H Senior
Notes shall be substantially in the form of Exhibit A
hereto.
2
Section 2.2
Terms of Series H
Senior Notes Issued Hereunder in Global Form .
(a)
So long as DTC or its
nominee is the registered owner or Holder of a Global Security, DTC
or its nominee, as the case may be, will be considered the sole
owner or Holder of the Series H Senior Notes represented by
such Global Security for all purposes under the Original Indenture
and under the Series H Senior Notes. No beneficial owner
of an interest in a Global Security will be able to transfer that
interest except in accordance with DTC’s applicable
procedures unless the Issuer shall issue certificates for the
Series H Senior Notes in definitive registered
form.
(b)
All payments of the
principal of, and interest and additional interest and premium, if
any, on, a Global Security will be made to DTC or its nominees, as
the registered owners thereof.
(c)
Transfers between
participants in DTC will be effected in the ordinary way in
accordance with DTC rules and will be settled in same-day
funds.
(d)
Certificated definitive
Series H Senior Notes may be in denominations of less than
$100,000 to the extent any redemption has reduced such
Holder’s aggregate holding of such Series H Senior Notes
to less than $100,000.
(e)
If any redemption
affecting the Series H Senior Notes would result in the amount
to be paid to a Holder of such affected Senior Note in respect of
such redemption not to equal $1,000 or an integral multiple
thereof, the Issuer shall instruct the Trustee to round the amount
to be paid to such Holder to the nearest $1,000 so that the amount
to be paid to such Holder equals $1,000 or an integral multiple
thereof.
(f)
Except in the limited
circumstances described under Section 2.2(g) below,
beneficial interests in a Global Security will only be recorded by
book-entry, and owners of beneficial interests in a Global Security
will not be entitled to receive physical delivery of certificates
representing Series H Senior Notes.
(g)
If (i) DTC or any
successor depository notifies the Issuer that it is unwilling or
unable to continue as a depository for a Global Security or ceases
to be a “clearing agency” registered under the Exchange
Act and a successor depository is not appointed by the Issuer
within 90 days of such notice, (ii) an Event of Default under
the Series H Senior Notes has occurred and is continuing and
payment of principal and interest has been accelerated or
(iii) the Issuer decides, at its option, to discontinue use of
the book-entry system through DTC, then the Issuer shall issue
certificates for the Series H Senior Notes in definitive
registered form substantially in the form attached hereto in
exchange for the Global Security outstanding.
(h)
The holder of a
certificated definitive registered Series H Senior Note may
transfer such Series H Senior Note in whole or in part by
surrendering it at the Corporate Trust Office of the Trustee in
accordance with the terms of the Indenture and such Series H
Senior Note.
Section 2.3
Interest, Principal,
Maturity Date and Regular Record Date . The Series H Senior Notes
shall bear interest on the unpaid principal amount thereof from
time to time
3
outstanding from the
date of issuance of the Old Notes or the last interest payment date
through which interest shall have been paid on the Old Notes for
which they are exchanged until such amount is paid in full at the
rate of interest set forth in the form of such Series H Senior
Note attached hereto. The principal amount of the
Series H Senior Notes shall be due and payable at maturity as
set forth in the form of Series H Senior Note attached
hereto.
Payment of
principal, premium, if any, and interest on the Series H
Senior Notes shall be made as provided in Sections 2.4, 2.10, 3.2
and 3.4 of the Original Indenture, except that the final payment of
principal of the Series H Senior Notes shall be made on the
due date therefor to the account of the Holder as such account
shall appear in the Security Register, which amount shall be
payable upon presentation and surrender of such Series H
Senior Note at the office of the Issuer.
The Series H
Senior Notes shall mature on the date and in the amounts set forth
thereon.
The record date
applicable to the Series H Senior Notes issued hereunder shall
be as set forth in the form of Series H Senior Note attached
hereto.
All payments of
principal, premium, if any, and interest with respect to
certificated Series H Senior Notes will be made by bank check
mailed on the interest payment date to the address of such Holder
on the Security Register or, for Holders of at least U.S.
$1,000,000 in aggregate principal amount of Series H Senior
Notes, by wire transfer on the interest payment date of immediately
available funds to a dollar account maintained by such Holder with
a bank or other financial institution; !provided that a
written request from such Holder to such effect designating such
account is received by the Trustee and the Issuer or the paying
agent no later than the record date immediately preceding such
Interest Payment Date. Unless such designation is revoked,
any such designation made by such person with respect to such
certificated Series H Senior Notes will remain in effect with
respect to any future payments with respect to such certificated
Senior Note payable to such person.
Section 2.4
Optional
Redemption . The Series H Senior Notes issued
hereunder are subject to optional redemption, in whole or in part,
at any time at the option of the Issuer at a redemption price equal
to 100% of the outstanding principal amount of the Series H
Senior Notes being so redeemed plus accrued and unpaid interest
thereon to the date fixed for redemption (the “Determination
Date”) together with the Applicable Premium applicable
thereto.
Section 2.5
Reopen
Series .
The Issuer, from time to time, without the consent of the Holders
of the Series H Senior Notes, may reopen the Series H
Senior Notes and create and issue further senior debt securities
under the Indenture having the same terms and conditions (including
the same CUSIP number) as the Series H Senior Notes issued
hereunder in all respects, except for the date of original
issuance, the initial interest payment date and the offering
price. Such additional senior debt securities shall be
consolidated with, and form a single series with, the previously
outstanding Series H Senior Notes hereunder.
4
Section 2.6
Applicable
Premium .
As used herein, “Applicable Premium” means an amount
calculated as follows:
(i)
the average life of the
remaining scheduled payments of principal in respect of Outstanding
Series H Senior Notes (the “Remaining Average
Life”) shall be calculated as of the Determination
Date;
(ii)
the yield to maturity
calculated as of a date not more than five days prior to the
Determination Date for the United States Treasury security having
an average life equal to the Remaining Average Life and trading in
the secondary market at the price closest to the principal amount
thereof (the “Primary Issue”); provided ,
however , that if no United States Treasury security has an
average life equal to the Remaining Average Life, the yields (the
“Other Yields”) for the two maturities of United States
Treasury securities having average lives most closely corresponding
to such Remaining Average Life and trading in the secondary market
at the price closest to the principal amount thereof shall be
calculated, and the yield to maturity for the Primary Issue shall
be the yield interpolated or extrapolated from such Other Yields on
a straight line basis, rounding in each of such relevant periods to
the nearest month;
(iii)
the discounted present
value of the then-remaining scheduled payments of principal and
interest (but excluding that portion of any scheduled payment of
interest that is actually due and paid on the Determination Date)
in respect of the Outstanding Series H Senior Notes shall be
calculated as of the Determination Date using a discount factor
equal to the sum of (x) the yield to maturity for the Primary
Issue, p
| 
