Exhibit 4.8




 





 


 


SEVENTH SUPPLEMENTAL INDENTURE


 


dated as of November 1, 2009


 


to


 


INDENTURE


 


dated as of November 1, 2000


 


AMEREN ENERGY GENERATING COMPANY


 


to


 


THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.


(formerly known as THE BANK OF NEW YORK TRUST COMPANY,
N.A.), as Trustee


 




 





 


$250,000,000 6.30% Senior Notes, Series I, Due 2020


 

















 


SEVENTH SUPPLEMENTAL INDENTURE (this “Seventh
Supplemental Indenture”), dated as of November 1, 2009, 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 MELLON TRUST COMPANY, N.A. (formerly known as 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 (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 Seventh 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 Seventh Supplemental Indenture (the Original Indenture, as
supplemented by this Seventh 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 Seventh 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 Seventh 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 I NOTES


 


Section
2.1             Terms of 6.30%
Senior Notes, Series I, due 2020.  (a) There is hereby created one (1) series of
Securities designated: 6.30% Senior Notes, Series I, due 2020, in the initial
aggregate principal amount of $250,000,000 (the “Series I Senior Notes”).  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 I Senior
Notes.  Such written order shall specify
the amount of the Series I Senior Notes to be authenticated and the date on
which such Series I Senior Notes are to be authenticated.


 


(b)           The Series I Senior Notes
shall be substantially in the form of Exhibit A hereto.


 


Section
2.2            Terms of Series
I 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 I Senior Notes represented by such Global Security for all purposes
under the Original Indenture and under the Series I 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 I 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
I Senior Notes may be in denominations of less than $2,000 to the extent any
redemption has reduced such Holder’s aggregate holding of such Series I Senior
Notes to less than $2,000.


 


(e)           If any redemption affecting
the Series I 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 


 


2

















 


equal $1,000 or an integral
multiple thereof (in excess of $2,000), 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 I 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
I 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 I 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 I Senior Note may transfer such Series I 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 I
Senior Note.


 


Section
2.3             Interest,
Principal, Maturity Date and Regular Record Date.  The Series I Senior Notes shall bear interest
on the unpaid principal amount thereof from time to time outstanding from the
date of issuance thereof until such amount is paid in full at the rate of
interest set forth in the form of such Series I Senior Note attached
hereto.  The principal amount of the Series
I Senior Notes shall be due and payable at maturity as set forth in the form of
Series I Senior Note attached hereto.


 


Payment of principal, premium, if any, and interest
on the Series I 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 I 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 I Senior Note at the office of the Issuer.


 


The Series I Senior Notes shall mature on the date
and in the amount set forth thereon.


 


The record date applicable to the Series I Senior
Notes issued hereunder shall be as set forth in the form of Series I Senior
Note attached hereto.


 


All payments of principal, premium, if any, and
interest with respect to certificated Series I 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 I 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 


 


3

















 


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 I
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 I
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 I 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 I Senior Notes, may reopen the Series I
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 I 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 I Senior Notes hereunder.


 


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 I 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 I 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, plus (y) 45 basis points; and


 


4

















 


(iv)          the amount of
Applicable Premium in respect of the Series I Senior Notes to be redeemed shall
be an amount equal to (x) the discounted present value of such Series I Senior
Notes to be redeemed determined in accordance with clause (iii) above, minus
(y) the unpaid principal amount of such Series I Senior Notes; provided, however, that
the Applicable Premium shall not be less than zero; and


 


(v)           such
calculation shall be made by an Investment Banker.


 


Section
2.7             Amendments for
Benefit of Series I Senior Notes.  The Indenture is hereby amended, pursuant to Section
7.1(d) of the Original Indenture for the benefit of the holders of the Series I
Senior Notes and for so long as the Series I Senior Notes are outstanding, as
follows:


 


(a)           Section 1.1 of the Original
Indenture is amended by adding to the definitions the following: “Existing
Generating Assets”, when used in respect of the $250,000,000 6.30% Senior
Notes, Series I, due 2020, means the coal-fired and oil-fired units and
gas-fired units owned by the Issuer as of the date of issuance of such Notes.”


 


(b)           Section 3.9 of the Original
Indenture is amended to delete the words “Initial Generation Assets” and insert
in lieu thereof the words “Existing Generating Assets”.


 


(c)           Section 4.1(i) of the
Original Indenture is amended to delete the words “Initial Generating Assets”
and insert in lieu thereof the words “Existing Generating Assets”.


 


(d)           In Section 4.1(i) of the
Original Indenture, for the avoidance of doubt, the reference to the “Genco-Marketing
Co. PPA” shall be deemed to refer to the Amended and Restated Power Supply
Agreement dated as of March 28, 2008 between the Issuer and Marketing Co.


 


ARTICLE
III


 


MISCELLANEOUS


 


Section
3.1             Execution of
Supplemental Indenture.  This
Seventh Supplemental Indenture is executed and shall be construed as an
indenture supplemental to the Original Indenture and, as provided in the
Original Indenture, this Seventh Supplemental Indenture forms a part thereof.


 


Section
3.2             Concerning the
Trustee.  The Trustee shall not be
responsible in any manner for or with respect to the validity or sufficiency of
this Seventh Supplemental Indenture, or the due execution hereof by the Issuer,
or for or with respect to the recitals and statements contained herein, all of
which recitals and statements are made solely by the Issuer.


 


Section
3.3             Counterparts.  This Seventh Supplemental Indenture may be
executed in any number of counterparts, each of which when so executed shall be
deemed to be an original; but all such counterparts shall together constitute
but one and the same instrument.


 


5

















 


Section
3.4             GOVERNING LAW.  THIS SEVENTH SUPPLEMENTAL INDENTURE AND THE
SERIES I SENIOR NOTES ISSUED HEREUNDER SHALL, PURSUANT TO SECTION 5-1401 OF THE
NEW YORK GENERAL OBLIGATIONS LAW, BE GOVERNED BY THE LAW OF THE STATE OF NEW
YORK, WITHOUT REFERENCE TO THE CHOICE OF LAW PROVISIONS THEREOF (OTHER THAN
SUCH SECTION 5-1401).


 


6

















 


IN WITNESS WHEREOF, the parties hereto have caused
this Seventh Supplemental Indenture to be duly executed as of November 1, 2009.


 


	
   

  	
  AMEREN
  ENERGY GENERATING

  COMPANY,
  as Issuer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Jerre E. Birdsong

  
	
   

  	
   

  	
  Name:
  Jerre E. Birdsong

  
	
   

  	
   

  	
  Title:
  Vice President and Treasurer

  
	
   

  	
   

  
	
   

  	
  THE
  BANK OF NEW YORK MELLON

  TRUST
  COMPANY, N.A. (formerly known as

  The
  Bank of New York Trust Company. N.A.),

  as
  Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Mary E. Marler

  
	
   

  	
   

  	
  Name:
  Mary E. Marler

  
	
   

  	
   

  	
  Title:
  Vice President

  



 


[SEVENTH
SUPPLEMENTAL INDENTURE]


 
















 


EXHIBIT
A


FORM OF SECURITY


 


UNLESS THIS CERTIFICATE IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY TO THE ISSUER OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE
ISSUED IN EXCHANGE FOR THIS CERTIFICATE OR ANY PORTION HEREOF IS REGISTERED IN
THE NAME OF CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY OR SUCH OTHER NAME AS
IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY
(AND ANY PAYMENT HEREON IS MADE TO CEDE & CO.), ANY TRANSFER, PLEDGE
OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON OTHER THAN THE
DEPOSITORY TRUST COMPANY OR A NOMINEE THEREOF IS WRONGFUL INASMUCH AS THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.


 


TRANSFERS OF THIS GLOBAL SECURITY SHALL BE
LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF THE DEPOSITORY
TRUST COMPANY OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND
TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS
MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN SECTION 2.6 OF THE
INDENTURE REFERRED TO ON THE REVERSE HEREOF.


 


A-1

















 


[FORM OF FACE OF SERIES I SENIOR NOTE]


 


	
  CUSIP

  	
   

  
	
   

  	
   

  
	
  No.

  	
   

  



 


$

AMEREN ENERGY GENERATING COMPANY

6.30% Senior Notes, Series I, Due 2020


 


Ameren Energy Generating Company (the “Issuer”),
for value received hereby promises to pay to                      
or registered assigns the principal sum of                  
Dollars at the Issuer’s office or agency for said purpose as provided in the
Indenture referred to herein, on April 1, 2020 in such coin or currency of
the United States of America as at the time of payment shall be legal tender
for the payment of public and private debts, and to pay interest, semi-annually
in arrears on April 1 and October 1 of each year, commencing April 1,
2010, on said principal sum in like coin or currency at the rate per annum set
forth above at said offices or agencies from the date of original issuance or
the most recent interest payment date to which interest on the 6.30% Senior
Notes, Series I, due 2020 (the “Series I Senior Notes”) has
been paid or duly provided for. 
Notwithstanding the foregoing, if the date hereof is after March 15
or September 15, as the case may be, and before the following April 1
or October 1, this Senior Note shall bear interest from such April 1
or October 1; provided, that if the Issuer shall default in the payment of
interest due on such April 1 or October 1, then this Senior Note
shall bear interest from the next preceding April 1 or October 1 to
which interest on the Series I Senior Notes has been paid or duly provided
for and provided further that interest due on April 1, 2010 on this Senior
Note shall accrue from the date of original issuance.  The interest so payable on any April 1
or October 1 will, except as otherwise provided in the Indenture referred
to on the reverse hereof, be paid to the Person in whose name this Senior Note
is registered at the close of business on the 15th day of March or the
15th day of September preceding such April 1 or October 1,
whether or not such day is a Business Day; provided, that principal, premium,
if any, and interest shall be paid by mailing on the interest payment date a
check for such to or upon the written order of the registered Holders of Series I
Senior Notes entitled thereto at their last address as it appears on the Series I
Senior Notes Register or, upon written application to the Trustee by a Holder
of $1,000,000 or more in aggregate principal amount of Series I Senior
Notes, by wire transfer on the interest payment date of immediately available
funds to an account maintained by such Holder with a bank or other financial institution.  Interest on this Senior Note shall be
computed on the basis of a 360-day year comprised of twelve 30-day months.


 


Interest on overdue principal and (to the extent
permitted by applicable law) on overdue installments of interest (including without
limitation during the 5-day period referred to in Section 4.1(b) of
the Indenture) shall accrue at the rate per annum set forth above.


 


Reference is made to the further provisions set
forth on the reverse hereof.  Such
further provisions shall for all purposes have the same effect as though fully
set forth at this place.


 


A-2

















 


This Senior Note shall not be entitled to any
benefit under the Indenture, or be valid or obligatory, until the certificate
of authentication hereon shall have been duly signed by the Trustee acting
under the Indenture.


 


IN WITNESS WHEREOF, the Issuer has caused this
instrument to be duly executed.


 


	
   

  	
  AMEREN
  ENERGY GENERATING COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:
  

  	
   

  
	
   

  	
   

  	
  Name:
  

  
	
   

  	
   

  	
  Title:

  
	
  (SEAL)

  	
   

  	
   

  
	
  Attested:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
   

  



 


A-3

















 


[FORM OF REVERSE OF SERIES I SENIOR NOTE]


 


AMEREN ENERGY GENERATING COMPANY


 


6.30% Senior Notes, Series I, Due 2020


 


This Senior Note is one of a duly authorized issue
of debt securities of the Issuer, issued or to be issued pursuant to an
Indenture dated as of November 1, 2000 as supplemented by the Seventh
Supplemental Indenture dated as of November 1, 2009 (as so supplemented,
the “Indenture”), duly executed and delivered by the Issuer to the
Trustee.  Reference is hereby made to the
Indenture and all indentures supplemental thereto for a description of the
rights, limitations of rights, obligations, duties and immunities thereunder of
the Trustee, the Issuer and the Holders (the words “Holders” or “Holder”
meaning the registered holders or registered holder) of the Series I
Senior Notes.  Capitalized terms used
herein, but not otherwise defined herein, shall have the meanings assigned to
them in the Indenture.


 


In case an Event of Default shall have occurred and
be continuing, the principal of all the Securities may be declared due and
payable, in the manner and with the effect, and subject to the conditions,
provided in the Indenture.  The Indenture
provides that in certain events such declaration and its consequences may be
waived by the Holders of a majority in aggregate principal amount of the
Securities then Outstanding and that, prior to any such declaration, such
Holders may waive any past default under the Indenture and its consequences
except a default in the payment of principal of or premium, if any, or interest
on any of the Securities and as otherwise provided in the Indenture.  Any such consent or waiver by the Holder of
this Senior Note (unless revoked as provided in the Indenture) shall be
conclusive and binding upon such Holder and upon all future Holders and owners
of this Senior Note and any Security which may be issued in exchange or
substitution hereof, whether or not any notation thereof is made upon this
Senior Note or such other Security.


 


The Indenture permits the Issuer and the Trustee,
with the consent of the Holders of not less than a majority in aggregate
principal amount of the Securities of all series at the time Outstanding considered
as one class, evidenced as in the Indenture provided, to modify the Indenture
or any supplemental indentures or the rights of the Holders of the Series I
Senior Notes; provided that no such modification shall (a) change
the Stated Maturity of the principal of, or any installment of principal of or
interest on, any Security, or reduce the principal amount thereof, or reduce
the rate or extend the time of payment of interest thereon, or reduce any
amount payable on redemption thereof or impair or affect the right of any
Holder of the Security to institute suit for the payment thereof without the
consent of the Holder of each Security so affected; or (b)(i) reduce the
aforesaid percentage of Securities, the consent of the Holders of which is
required for any such modification or the percentage of Securities, the consent
of Holders of which is required for any waiver provided for in the Indenture; (ii) change
any obligation of the Issuer to maintain an office or agency for payment of and
transfer and exchange of the Securities; or (iii) make certain changes to
provisions relating to waiver or to the provision for supplementing the
Indenture; in each case without the consent of the Holders of all Securities
then Outstanding.


 


A-4

















 


No reference herein to the Indenture and no
provision of this Senior Note or of the Indenture shall alter or impair the
obligation of the Issuer, which is absolute and unconditional, to pay the
principal of and premium, if any, and interest on this Senior Note at the
place, times, and rate, and in the currency, herein prescribed.


 


The Series I Senior Notes are issuable only as
registered Series I Senior Notes without coupons in denominations of
$2,000 and any integral multiple of $1,000 in excess thereof.


 


At the office or agency of the Issuer referred to on
the face hereof and in the manner and subject to the limitations provided in
the Indenture, Series I Senior Notes may be presented for exchange for a
like aggregate principal amount of Series I Senior Notes of other
authorized denominations.


 


Upon due presentment for registration of transfer of
this Senior Note at the above-mentioned office or agency of the Issuer, a new Series I
Senior Note or Series I Senior Notes of authorized denominations, for a
like aggregate principal amount, will be issued to the transferee as provided
in the Indenture.  No service charge
shall be made for any such transfer, but the Issuer may require payment of a
sum sufficient to cover any tax or other governmental charge that may be
imposed in relation thereto.


 


The Series I Senior Notes may be redeemed in
whole or in part (if in part, by lot or by such other method as the Trustee
shall deem fair or appropriate) prior to Stated Maturity at the option of the
Issuer, upon mailing a notice of such redemption not less than 30 nor more than
60 days prior to the date fixed for redemption to the Holders of Series I
Senior Notes, all as provided in the Indenture, at a redemption price equal to
100% of the principal amount thereof plus accrued and unpaid interest thereon,
if any, to the date of redemption, plus the Applicable Premium.


 


Subject to payment by the Issuer of a sum sufficient
to pay the amount due on redemption, interest on this Senior Note shall cease
to accrue upon the date duly fixed for redemption of this Senior Note.


 


The Issuer, the Trustee, and any authorized agent of
the Issuer or the Trustee, may deem and treat the registered Holder hereof as
the absolute owner of this Senior Note (whether or not this Senior Note shall
be overdue and notwithstanding any notation of ownership or other writing
hereon made by anyone other than the Issuer or the Trustee or any authorized
agent of the Issuer or the Trustee), for the purpose of receiving payment of,
or on account of, the principal hereof and premium, if any, and, subject to the
provisions on the face hereof, interest hereon and for all other purposes, and
neither the Issuer nor the Trustee nor any authorized agent of the Issuer or
the Trustee shall be affected by any notice to the contrary.


 


No recourse shall be had for the payment of the
principal of, or premium, if any, or the interest on this Senior Note, for any
claim based hereon, or otherwise in respect hereof, or based on or in respect
of the Indenture or any indenture supplemental thereto, against any
incorporator, shareholder, officer or director, as such, past, present or
future, of the Issuer or of any successor corporation, either directly or
through the Issuer or any successor corporation, whether by virtue of any
constitution, statute or rule of law or by the enforcement of any
assessment or penalty or 


 


A-5

















 


otherwise, all such
liability being, by the acceptance hereof and as part of the consideration for
the issue hereof, expressly waived and released.


 


A-6

















 


[FORM OF TRUSTEE’S CERTIFICATE OF
AUTHENTICATION]


Dated:


 


This is one of the Series I Senior Notes
referred to in the within-mentioned Indenture.


 


	
   

  	
  THE
  BANK OF NEW YORK MELLON TRUST COMPANY, N.A. (formerly known as The Bank of
  New York Trust Company, N.A.), as Trustee 

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:
  

  	
   

  
	
   

  	
   

  	
  Authorized Signatory

  



 


A-7

















 


[FORM OF ASSIGNMENT]


 


I or we assign and transfer this Security to:


 


(Insert assignee’s social security or tax I.D.
number)


 


	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  (Print or type name, address and zip code of
  assignee)

  	
   

  



 


 


and irrevocably appoint:


 


	
   

  	
   

  
	
   

  	
   

  



 


Agent to transfer this Security on the books of the
Issuer.  The Agent may substitute another
to act for him.


 


	
  Date:

  	
   

  	
   

  	
  Your
  Signature:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (Sign exactly as your name

  
	
   

  	
   

  	
   

  	
  appears on the other side of

  
	
   

  	
   

  	
   

  	
  this Security)

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  *Signature
  Guarantee:

  	
   

  	
   

  
								



 


 


*Signatures
must be guaranteed by an “eligible guarantor institution” meeting the
requirements of the Registrar, which requirements include membership or
participation in STAMP or such other “signature guarantee program” as may be
determined by the Registrar in addition to, or in substitution for, STAMP, all
in accordance with the Securities Exchange Act of 1934.


 


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