April 3, 2020
The Bank of New York Mellon Trust Company, N.A.,
2 North LaSalle Street, Suite 700
Chicago, Illinois 60602
| ||Re: || |
3.50% Senior Notes due 2031
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 $800,000,000 aggregate principal amount of the Companys 3.50% Senior Notes due 2031 (the Notes), pursuant to the provisions of Article II of the Indenture. The Company, at any time and from time to time, without the consent of the holders of the Notes, may deliver additional Notes of the same series executed by the Company to the Trustee for authentication, having the same terms and conditions (including the same CUSIP number) as the Notes authenticated pursuant hereto in all respects, except for the date of original issuance, the offering price, and if applicable, the initial interest accrual date and the initial interest payment date. Such additional Notes shall be part of the same series as the Notes authenticated pursuant hereto. 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 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 each 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 Notes 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.