Exhibit 4.4
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
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
defaulted interest to be fixed by the Trustee, notice whereof shall
be given to Noteholders not fewer than ten days prior to such
Special Record Date.
Payment of the principal of and
interest and premium on this Note shall be payable pursuant to
Section 2.12(a) of the Indenture.
This Note is a Global Note issued in
respect of a duly authorized issue of Notes designated
“8.875% Senior Notes due 2014” (the “Notes of
this Series”, which term includes any Global Notes
representing such Notes) of the Company issued and to be issued
under an Indenture dated as of December 1, 2001 between the
Company and The Bank of New York (The Bank of New York Mellon Trust
Company, N.A., successor), as trustee (herein called the
“Trustee”, which term includes any successor Trustee
under the Indenture) and indentures supplemental thereto
(collectively, the “Indenture”). Under the
Indenture, one or more series of notes may be issued and, as used
herein, the term “Notes” refers to the Notes of this
Series. Reference is hereby made to the Indenture for a more
complete statement of the respective rights, limitations of rights,
duties and immunities thereunder of the Company, the Trustee and
the Noteholders and of the terms upon which the Notes are and are
to be authenticated and delivered.
Each Note of this Series shall
be dated and issued as of the date of its authentication by the
Trustee and shall bear an Original Issue Date. Each Note of
this Series issued upon transfer, exchange or substitution of
such Note shall bear the Original Issue Date of such transferred,
exchanged or substituted Note, as the case may be.
The Company may, at its option,
redeem the Notes in whole or in part at any time prior to the
Maturity Date at the price (the “Redemption Price”)
equal to the greater of (i) 100% of the principal amount of
the Notes being redeemed on the date fixed for redemption (the
“Redemption Date”), or (ii) the sum of the present
values of the remaining scheduled payments of principal and
interest on the Notes being redeemed on the Redemption Date (not
including any portion of any payments of interest accrued to the
Redemption Date) discounted to the Redemption Date on a semiannual
basis at the Adjusted Treasury Rate (as defined below) plus 50
basis points, as determined by the Reference Treasury Dealer (as
defined below); plus, in each case, accrued and unpaid interest
thereon to the Redemption Date. The Redemption Price will be
calculated on the basis of a 360-day year consisting of twelve
30-day months.
“ Adjusted Treasury
Rate ” means, with respect to any Redemption
Date,
