Exhibit 4.3
AMEREN CORPORATION
Company Order
May 15, 2009
The Bank of New York Mellon Trust Company,
N.A.
as Trustee
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 successor trustee (the “Trustee”),
under the Indenture, dated as of December 1, 2001, as amended
and supplemented (the “Indenture”), between Ameren
Corporation, a Missouri corporation (the “Company”),
and the Trustee for the authentication and delivery of $425,000,000
aggregate principal amount of the Company’s 8.875% Senior
Notes due 2014 (the “Notes”), pursuant to the
provisions of Article II of the Indenture. 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 that are defined in the Indenture shall have the
same meaning as used in the Indenture.
The Notes will be registered under
the Securities Act of 1933, as amended, and issued in the form of a
Global Note registered in the name of Cede & Co. (as
nominee for The Depository Trust Company (“DTC”), New
York, New York, which will act as the Depositary for the Global
Note). Pursuant to Section 2.05(c) of the
Indenture, the Notes will have the terms set forth in the form of
Global Note attached hereto as Exhibit A (which terms are
incorporated by reference in this Company Order). The Global
Note shall bear the depositary legend in substantially the form set
forth in Exhibit A attached hereto. The Notes will be
issued only in denominations of $2,000 and in integral multiples of
$1,000 in excess thereof.
The Trustee and the Company will
have no responsibility or liability for any aspect of transfers of
beneficial interests in the Notes (which transfers will be
conducted pursuant to the customary procedures of DTC), any records
of DTC of beneficial interests or any transactions between DTC and
its participants or between any such participants and any other
beneficial owners or for monitoring, supervising or reviewing of
any thereof.
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 that you may rely pursuant to
Section 2.05(c)(2) of the Indenture;
3.
Officers’ Certificate pursuant
to Section 2.05(c)(3) of the Indenture; and
4.
Global Note (No. R-1)
representing the Notes executed on behalf of the Company in
accordance with the terms of Section 2.05(a) of the
Indenture, specifying the terms of the Notes (which terms are
incorporated by reference herein).
You are hereby instructed to
authenticate the Global Note representing the Notes and deliver it
to The Bank of New York Mellon Trust Company, N.A., as custodian
for DTC. The Global Note representing the Notes is to be held
for delivery through the facilities of DTC to the initial
purchasers thereof against payment therefor at the closing in
respect of the issuance thereof, such closing to be held at
10:00 a.m., New York time, May 15, 2009 at the offices of
Morgan, Lewis & Bockius LLP, New York, New
York.
Please acknowledge receipt of the
Global Note representing the Notes, the instructions referred to
above and the supporting documentation pursuant to the Indenture
referred to above.
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Very truly yours,
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AMEREN CORPORATION
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By:
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/s/ Jerre E. Birdsong
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Name:
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Jerre E. Birdsong
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Title:
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Vice President and Treasurer
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Receipt from the Company of the
Global Note representing the Notes, certain instructions related
thereto and the supporting documentation pursuant to the Indenture
in connection with the authentication and delivery of the Notes is
hereby acknowledged.
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THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A.,
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as Trustee
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By:
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/s/ Mary E. Marler
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Name:
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Mary E. Marler
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Title:
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Vice President
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Signature Page to Company
Order
EXHIBIT A
FORM OF GLOBAL NOTE
[depositary legend]
THIS SECURITY IS REPRESENTED BY A GLOBAL NOTE
REGISTERED IN THE NAME OF THE DEPOSITARY (REFERRED TO HEREIN) OR A
NOMINEE THEREOF AND, UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE FOR
THE INDIVIDUAL NOTES REPRESENTED HEREBY AS PROVIDED IN THE
INDENTURE REFERRED TO BELOW, THIS SECURITY MAY NOT BE
TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE
DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR
ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH
NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR
DEPOSITARY. UNLESS THIS SECURITY IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER
STREET, NEW YORK, NEW YORK), TO THE TRUSTEE FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST
COMPANY AND ANY PAYMENT IS MADE TO CEDE & CO., ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR
TO ANY PERSON IS WRONGFUL SINCE THE REGISTERED OWNER HEREOF,
CEDE & CO., HAS AN INTEREST HEREIN.
AMEREN CORPORATION
8.875% SENIOR NOTE DUE 2014
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CUSIP: 023608 AE2
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NUMBER: R-1
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ORIGINAL ISSUE DATE: May 15,
2009
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PRINCIPAL AMOUNT: Listed on Schedule
I hereto
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MATURITY DATE: May 15, 2014
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AMEREN CORPORATION, a corporation of the State
of Missouri (the “Company”), for value received hereby
promises to pay to CEDE & CO., or registered assigns, the
principal amount specified above on the Maturity Date set forth
above, and to pay interest thereon from and including the Original
Issue Date specified above or from and including the most recent
interest payment date to which interest has been paid or duly
provided for semi-annually on May 15 and November 15 of
each year, commencing November 15, 2009, and on the Maturity
Date (each, an “Interest Payment Date”), at the rate of
8.875% per annum (the “Interest Rate”) until the
principal hereof is paid or made available for payment. No
interest shall accrue on the Maturity Date, so long as the
principal amount of this Note is paid in full on the Maturity
Date.
The amount of interest payable on any Interest
Payment Date shall be computed on the basis of a 360-day year
consisting of twelve 30-day months. In the event that any
date on which interest is payable on this Note is not a Business
Day, then payment of interest payable on such date will be made on
the next succeeding day that is a Business Day (and without any
interest or other
payment in respect of any such delay), with the
same force and effect as if made on such date. The interest
installment so payable, and punctually paid or duly provided for,
on any Interest Payment Date (except for interest payable on the
Maturity Date or, if applicable, acceleration) will, as provided in
the Indenture (referred to herein), be paid to the person in whose
name this Note is registered at the close of business on the
Regular Record Date for such interest installment, which shall be
the May 1 and November 1 as the case may be, next
preceding such Interest Payment Date; provided, that interest
payable on the Maturity Date set forth above or, if applicable,
upon acceleration, shall be payable to the Person to whom principal
shall be payable. Except as otherwise provided in the
Indenture, any such interest not so punctually paid or duly
provided for will forthwith cease to be payable to the Holder on
such Regular Record Date and shall be paid to the Person in whose
name this Note is registered at the close of business on a Special
Record Date for the payment of such
