UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): April 4, 2014

 

 

 

Commission File Number

 

Exact Name of Registrant as Specified in
Charter;

State of Incorporation;

Address and Telephone Number

 

IRS Employer

Identification Number

1-14756  

Ameren Corporation

(Missouri Corporation)

1901 Chouteau Avenue

St. Louis, Missouri 63103

(314) 621-3222

  43-1723446
1-2967  

Union Electric Company

(Missouri Corporation)

1901 Chouteau Avenue

St. Louis, Missouri 63103

(314) 621-3222

  43-0559760

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

  ¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

  ¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

  ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

  ¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


ITEM 8.01 Other Events.

On April 4, 2014, Union Electric Company, doing business as Ameren Missouri (“Ameren Missouri”), a subsidiary of Ameren Corporation (“Ameren”), issued and sold $350,000,000 principal amount of its 3.50% Senior Secured Notes due 2024 (the “Notes”), pursuant to a Registration Statement on Form S-3 (File No. 333-182258-02), which became effective on June 21, 2012, and a Prospectus Supplement dated April 1, 2014 to a Prospectus dated June 21, 2012. Ameren Missouri received net offering proceeds of approximately $347.6 million, before expenses, upon the closing of the transaction. Ameren Missouri intends to use the net offering proceeds to (i) repay at maturity $104 million aggregate principal amount of its 5.50% senior secured notes due May 15, 2014 and (ii) to repay a portion of its short-term debt (consisting of commercial paper issuances).

Ameren Missouri is filing this Current Report on Form 8-K to report as exhibits certain documents in connection with the offering of the Notes.

 

ITEM 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit
Number

  

Title

1    Underwriting Agreement, dated April 1, 2014, between Ameren Missouri and the several underwriters named therein, for whom Merrill Lynch, Pierce, Fenner & Smith Incorporated, Mitsubishi UFJ Securities (USA), Inc., Morgan Stanley & Co. LLC and SunTrust Robinson Humphrey, Inc. are acting as representatives.
4.1*    Indenture dated as of August 15, 2002, from Ameren Missouri to The Bank of New York Mellon, as trustee, relating to the Notes (Current Report on Form 8-K, Exhibit 4.1, File No. 1-2967).
4.2    Company Order establishing the Notes.
4.3    Global Note.
4.4*    Indenture of Mortgage and Deed of Trust dated June 15, 1937, from Ameren Missouri to The Bank of New York Mellon, as trustee, as amended May 1, 1941, and Second Supplemental Indenture dated May 1, 1941 (Exhibit B-1, File No. 2-4940).
4.5    Supplemental Indenture, dated as of April 1, 2014, by and between Ameren Missouri and The Bank of New York Mellon, as trustee, relating to the First Mortgage Bonds, Senior Notes Series PP securing the Notes.
5.1    Opinion of Gregory L. Nelson, Esq., Senior Vice President, General Counsel and Secretary of Ameren Missouri, regarding the legality of the Notes (including consent).
5.2    Opinion of Morgan, Lewis & Bockius LLP regarding the legality of the Notes (including consent).

 

* Incorporated by reference as indicated.

 

 

This combined Form 8-K is being filed separately by Ameren Corporation and Union Electric Company (each a “registrant”). Information contained herein relating to any individual registrant has been filed by such registrant on its own behalf. No registrant makes any representation as to information relating to any other registrant.

 

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, each registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. The signature for each undersigned company shall be deemed to relate only to matters having reference to such company or its subsidiaries.

 

AMEREN CORPORATION
(Registrant)
By:  

/s/ Ryan J. Martin

Name:   Ryan J. Martin
Title:   Assistant Vice President and Treasurer

 

UNION ELECTRIC COMPANY
(Registrant)
By:  

/s/ Ryan J. Martin

Name:   Ryan J. Martin
Title:   Assistant Vice President and Treasurer

Date: April 4, 2014


Exhibit Index

 

Exhibit
Number

  

Title

1    Underwriting Agreement, dated April 1, 2014, between Ameren Missouri and the several underwriters named therein, for whom Merrill Lynch, Pierce, Fenner & Smith Incorporated, Mitsubishi UFJ Securities (USA), Inc., Morgan Stanley & Co. LLC and SunTrust Robinson Humphrey, Inc. are acting as representatives.
4.2    Company Order establishing the Notes.
4.3    Global Note.
4.5    Supplemental Indenture, dated as of April 1, 2014, by and between Ameren Missouri and The Bank of New York Mellon, as trustee, relating to the First Mortgage Bonds, Senior Notes Series PP securing the Notes.
5.1    Opinion of Gregory L. Nelson, Esq., Senior Vice President, General Counsel and Secretary of Ameren Missouri, regarding the legality of the Notes (including consent).
5.2    Opinion of Morgan, Lewis & Bockius LLP regarding the legality of the Notes (including consent).

Exhibit 1

Union Electric Company

Senior Secured Debt Securities

Underwriting Agreement

April 1, 2014

M ERRILL L YNCH , P IERCE , F ENNER  & S MITH

I NCORPORATED

M ITSUBISHI UFJ S ECURITIES (USA), I NC .

M ORGAN S TANLEY  & C O . LLC

S UN T RUST R OBINSON H UMPHREY , I NC .

As Representatives of the

several Underwriters named in Schedule I

to the applicable Pricing Agreement

 

c/o Merrill Lynch, Pierce, Fenner & Smith

 Incorporated

One Bryant Park

New York, New York 10036

Mitsubishi UFJ Securities (USA), Inc.

1633 Broadway, 29th Floor

New York, New York 10019

Morgan Stanley & Co. LLC

1585 Broadway

New York, New York 10036

SunTrust Robinson Humphrey, Inc.

3333 Peachtree Road, 11th Floor

Atlanta, Georgia 30326

Ladies and Gentlemen:

From time to time, Union Electric Company, a Missouri corporation (the “Company”), proposes to enter into one or more Pricing Agreements (each, a “Pricing Agreement”) in the form of Annex I hereto, with such additions and deletions as the parties thereto may determine, and, subject to the terms and conditions stated herein and therein, to issue and sell to the firms named in Schedule I to the applicable Pricing Agreement (such firms constituting the “Underwriters” with respect to such Pricing Agreement and the securities specified therein) certain of its senior secured debt securities (the “Securities”) specified in Schedule II to such Pricing Agreement (with respect to such Pricing Agreement, the “Designated Securities”). The Designated Securities will initially be secured by a series of the Company’s First Mortgage


Bonds specified in Schedule II to the applicable Pricing Agreement (with respect to such Pricing Agreement, the “First Mortgage Bonds”), in the same aggregate principal amount and having the same stated interest rate and maturity date as the Designated Securities to which they relate.

The terms and rights of any particular issuance of Designated Securities shall be as specified in the Pricing Agreement relating thereto and in or pursuant to the Indenture dated as of August 15, 2002 (as it has been and as it may be supplemented or amended, including the terms of the Designated Securities to be set forth in an order of the Company thereunder, the “Indenture”) between the Company and The Bank of New York, now known as The Bank of New York Mellon, as trustee (the “Trustee”). The First Mortgage Bonds will be issued under and pursuant to the Company’s Indenture of Mortgage and Deed of Trust, dated June 15, 1937, executed by the Company to The Bank of New York Mellon, as successor trustee (the “Mortgage Trustee” and, together with the Trustee, the “Trustees”), as heretofore amended and supplemented by various supplemental indentures, and as to be further amended and supplemented by a supplemental indenture relating to the particular series of First Mortgage Bonds specified in Schedule II to the applicable Pricing Agreement (with respect to such Pricing Agreement, the “Supplemental Indenture”). The term “Mortgage,” as used herein, shall be deemed to refer to such Indenture of Mortgage and Deed of Trust as so amended and supplemented.

1. Particular sales of Designated Securities may be made from time to time to the Underwriters of such Securities, for whom the firms designated as representatives of the Underwriters of such Securities in this Underwriting Agreement or the Pricing Agreement relating thereto will act as representatives (the “Representatives”). The term “Representatives” also refers to a single firm acting as sole representative of the Underwriters or to an Underwriter or Underwriters who act without any firm being designated as its or their representatives. This Underwriting Agreement shall not be construed as an obligation of the Company to sell any of the Securities or as an obligation of any of the Underwriters to purchase the Securities. The obligation of the Company to issue and sell any of the Securities and the obligation of any of the Underwriters to purchase any of the Securities shall be evidenced by the Pricing Agreement with respect to the Designated Securities specified therein. Each Pricing Agreement shall specify the title and aggregate principal amount of such Designated Securities, the price to the public of such Designated Securities, the purchase price to the Underwriters of such Designated Securities, the title and aggregate principal amount of First Mortgage Bonds securing such Designated Securities, the Supplemental Indenture relating to such First Mortgage Bonds, the Time of Sale and the Time of Sale Information (each as defined herein) with respect to such Designated Securities, the names of the Underwriters of such Designated Securities, the names of the Representatives of such Underwriters, if any, and the principal amount of such Designated Securities to be purchased by each Underwriter and shall set forth the date and time of delivery of such Designated Securities. The obligations of the Underwriters under this Underwriting Agreement and each Pricing Agreement shall be several and not joint.

2. As of the date hereof, as of the Time of Sale and as of the Time of Delivery (as defined herein), the Company represents and warrants to, and agrees with, each of the Underwriters that:

 

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(a) The Company meets the requirements for the use of an “automatic shelf registration statement”, as defined under Rule 405 under the Securities Act of 1933, as amended (the “Act”), and such registration statement on Form S-3 (File No. 333-182258-02) in respect of the Securities has been filed with the Securities and Exchange Commission (the “Commission”) not earlier than three years prior to the date hereof; such registration statement, and any post-effective amendment thereto, became effective on filing with the Commission; no stop order suspending the effectiveness of such registration statement, any post-effective amendment thereto or any part thereof has been issued and no proceeding for that purpose or pursuant to Section 8A of the Act against the Company or relating to the offering of the Designated Securities has been initiated or threatened by the Commission, and no notice of objection of the Commission to the use of such registration statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Act has been received by the Company; any prospectus related to the Company included in such registration statement at the time it became effective that omits Rule 430 Information (as defined herein) or any preliminary prospectus supplement (together with the accompanying prospectus) used in connection with the offering and sale of the Designated Securities that is deemed to be part of and included in such registration statement pursuant to Rule 430B(e) under the Act, is hereinafter called a “Preliminary Prospectus”; the various parts of such registration statement and any post-effective amendment thereto, including all exhibits thereto and the documents incorporated by reference in the prospectus contained in such registration statement at the time such part of such registration statement became effective but excluding any Form T-1, each as amended at the time such part of such registration statement became effective, and including any information omitted from such registration statement at the time such part of such registration statement became effective but that is deemed to be part of such registration statement pursuant to Rule 430A, Rule 430B or Rule 430C under the Act at the time set forth therein (“Rule 430 Information”) are hereinafter collectively called the “Registration Statement”; the prospectus and prospectus supplement in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Act) in connection with confirmation of sales of the Designated Securities and filed by the Company with the Commission pursuant to Rule 424(b) under the Act in accordance with Section 5(a) hereof is hereinafter called the “Prospectus”; any reference herein to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein, as of the effective date of the Registration Statement applicable to the Company and for the Designated Securities pursuant to Rule 430B(f)(2) under the Act, the date of such Preliminary Prospectus or the date of the Prospectus, as the case may be; any reference to any amendment or supplement to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to include any documents filed after the effective date of the Registration Statement, the date of such Preliminary Prospectus or the date of the Prospectus, as the case may be, under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations of the Commission thereunder, and incorporated by reference in the Registration Statement, such Preliminary Prospectus or the Prospectus, as the case may be; and at the time set forth in the Pricing Agreement relating to the applicable Designated Securities (the “Time of Sale”), the Company had prepared the Time of Sale Information (as defined in the Pricing Agreement relating to the applicable Designated Securities) excluding the information provided by the Underwriters specified in Section 9(b) hereof.

 

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(b) The documents incorporated by reference in the Registration Statement, the Prospectus or the Time of Sale Information, when they became effective or were filed with the Commission, as the case may be, conformed in all material respects to the requirements of the Act or the Exchange Act, as applicable, and the rules and regulations of the Commission thereunder, and none of such documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and any further documents so filed and incorporated by reference in the Registration Statement, the Prospectus or the Time of Sale Information or any further amendment or supplement thereto, when such documents become effective or are filed with the Commission, as the case may be, will conform in all material respects to the requirements of the Act or the Exchange Act, as applicable, and the rules and regulations of the Commission thereunder and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

(c) The Registration Statement, the Preliminary Prospectus and the Prospectus conform, and any further amendments or supplements to the Registration Statement, the Preliminary Prospectus or the Prospectus will conform, in all material respects to the requirements of the Act and the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”), and the rules and regulations of the Commission thereunder. The Registration Statement and any amendment thereto do not and will not, as of the latest date as of which any part of the Registration Statement relating to the Designated Securities became, or is deemed to have become, effective under the Act in accordance with the rules and regulations of the Commission thereunder, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, and the Preliminary Prospectus and the Prospectus and any amendment or supplement thereto, as of their respective dates, and, as to the Prospectus, as of the Time of Delivery, do not and will not contain an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, in each case, however, that this representation and warranty shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Company by an Underwriter of Designated Securities through the Representatives expressly for use in the Registration Statement, the Preliminary Prospectus or the Prospectus, which information is specified in Section 9(b) hereof.

(d) The Company has been duly incorporated and is validly existing as a corporation in good standing under the laws of the State of Missouri, with corporate power and authority to own or lease its properties and conduct its business as described in the Time of Sale Information and the Prospectus and to execute, deliver and perform the Company’s obligations under, or as contemplated by, this Underwriting Agreement and to do all and any of the acts necessary in connection with or arising from the transactions contemplated hereby; the Company is duly qualified to do business as a foreign corporation in good standing in all other jurisdictions in which its ownership or lease of property or the conduct of its business requires such qualification, except to the extent that the failure to be so qualified or to be in good standing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect (as defined herein). The Company has no significant subsidiaries (within the meaning of Rule 1-02(w) of Regulation S-X).

 

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(e) The financial statements of the Company incorporated by reference in the Registration Statement, the Time of Sale Information and the Prospectus fairly present the financial condition of the Company as of the dates indicated and the results of the Company’s operations and cash flows for the periods therein specified and have been prepared in conformity with United States generally accepted accounting principles applied on a consistent basis throughout the periods involved, except as otherwise indicated therein; and the interactive data in eXtensible Business Reporting Language filed as exhibits to the periodic reports incorporated by reference in the Registration Statement, the Time of Sale Information and the Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.

(f) The Company has not sustained since the date of the latest audited financial statements included or incorporated by reference in the Time of Sale Information and the Prospectus any material loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, otherwise than as set forth or contemplated in the Time of Sale Information and the Prospectus; and, since the respective dates as of which information is given in the Time of Sale Information, (i) the Company has not incurred any liabilities or obligations, direct or contingent, or entered into any transactions, not in the ordinary course of business, that are material to the Company, and (ii) there has not been any material adverse change, or any development involving a prospective material adverse change, in or affecting the general affairs, management, financial position, stockholders’ equity or results of operations of the Company, in each case, otherwise than as set forth or contemplated in the Time of Sale Information.

(g) The Company has an authorized capitalization as disclosed in the Time of Sale Information and the Prospectus, and all of the issued shares of capital stock of the Company have been duly and validly authorized and issued and are fully paid and non-assessable.

(h) The Designated Securities have been duly authorized by the Company for issuance and sale to the Underwriters, and, when the Designated Securities are executed and authenticated in accordance with the provisions of the Indenture and delivered by the Company in accordance with this Underwriting Agreement and the Pricing Agreement against payment of the consideration set forth in such Pricing Agreement, such Designated Securities will constitute valid and legally binding obligations of the Company, enforceable against the Company in accordance with their terms and the terms of the Indenture, except as may be limited by the Exceptions (as defined below), and will be entitled to the benefit of the security afforded by the Indenture; the Indenture has been duly authorized by the Company and duly qualified under the Trust Indenture Act and, at the Time of Delivery, the Indenture will be duly executed and delivered by the Company and will be a valid and legally binding agreement of the Company, enforceable against the Company in accordance with its terms, except as may be limited by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, (ii) general equitable principles (whether considered in a proceeding in equity or at law) and (iii) concepts of materiality, reasonableness,

 

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good faith and fair dealing and the discretion of the court before which any matter is brought (collectively, the “Exceptions”); and the Indenture conforms, and the Designated Securities will conform, in all material respects, to the descriptions thereof contained in the Time of Sale Information and the Prospectus.

(i) The First Mortgage Bonds have been duly authorized by the Company, and, when the First Mortgage Bonds are executed and authenticated in accordance with the provisions of the Mortgage and delivered by the Company in accordance with the Indenture, and as contemplated by this Underwriting Agreement and the Pricing Agreement, such First Mortgage Bonds will constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms and the terms of the Mortgage, except as may be limited by the Exceptions, and entitled to the security afforded by the Mortgage, and will be owned and held by the Trustee, in trust, for the benefit of the holders of the related Designated Securities; the Mortgage has been duly authorized by the Company and duly qualified under the Trust Indenture Act and, at the Time of Delivery for the related Designated Securities, the Mortgage (as supplemented and amended by the Supplemental Indenture relating to the First Mortgage Bonds) will be duly executed and delivered by the Company and will be a valid and legally binding instrument of the Company, enforceable against the Company in accordance with its terms, subject to the laws of the States of Missouri, Illinois or Iowa affecting the remedies for the enforcement of the security provided for therein and except as may be limited by the Exceptions; and the Mortgage conforms, and the First Mortgage Bonds will conform, in all material respects, to the descriptions thereof contained in the Time of Sale Information and the Prospectus.

(j) Substantially all of the permanent, fixed properties of the Company are owned in fee simple or are held under valid leases, in each case subject only to the liens of current mortgages (including the lien of the Mortgage) and “permitted liens” and “judgment liens” (each as defined in the Mortgage); such minor imperfections of title and encumbrances, if any, which are not substantial in amount, do not materially detract from the value or marketability of the properties subject thereto and do not materially impair the title of the Company to its properties or its right to use its properties in connection with its business as presently conducted; and, based on the Company’s balance sheet as of December 31, 2013, 6.87% of the Company’s physical property and plant was located in the States of Illinois or Iowa.

(k) This Underwriting Agreement has been, and the Pricing Agreement applicable to the Designated Securities, at the date thereof, will be, duly authorized, executed and delivered by the Company.

(l) PricewaterhouseCoopers LLP, who has audited certain financial statements of the Company incorporated by reference in the Registration Statement, the Time of Sale Information and the Prospectus, is an independent registered public accounting firm with respect to the Company as required by the Act and the rules and regulations of the Commission thereunder and the Public Company Accounting Oversight Board (United States).

(m) The issuance of the First Mortgage Bonds and the issuance and sale of the Designated Securities and the compliance by the Company with all of the provisions of the Designated Securities, the Indenture, the First Mortgage Bonds, the Mortgage, this Underwriting

 

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Agreement and the Pricing Agreement with respect to the Designated Securities applicable to the Company, and the consummation of the transactions herein and therein contemplated, will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other agreement or instrument to which the Company is a party or by which the Company is bound or to which any of the property or assets of the Company is subject, (ii) result in any violation of the provisions of the Restated Articles of Incorporation or By-Laws, as amended, of the Company or (iii) result in any violation of any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company or any of its properties, except, in the case of clauses (i) and (iii) above, for any such conflict, breach, violation, default, lien, charge or encumbrance that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(n) The Missouri Public Service Commission (the “MPSC”) has issued its final order (the “MPSC Order”) authorizing the issuance and sale of the Designated Securities by the Company, as secured by the issuance of the First Mortgage Bonds in accordance with the terms of the Indenture; the MPSC Order is in full force and effect and not subject to appeal or rehearing and is sufficient to authorize the transactions contemplated by this Underwriting Agreement and the Pricing Agreement applicable to such Designated Securities to the extent authorization is required; and no other consent, approval, authorization, order, registration or qualification of or with any court or governmental agency or body, including, without limitation, any regulatory body of the State of Iowa or the State of Illinois, is required for the issuance and sale of the Designated Securities and the issuance of the First Mortgage Bonds by the Company, or the consummation by the Company of the transactions contemplated by this Underwriting Agreement or such Pricing Agreement or the Indenture or the Mortgage, except such as have been, or will have been prior to the Time of Delivery, obtained under the Act and the Trust Indenture Act and such consents, approvals, authorizations, registrations or qualifications as may be required under state securities or blue sky laws of any jurisdiction, as well as any non-U.S. jurisdictions, in connection with the purchase and distribution of such Designated Securities by the Underwriters.

(o) The statements set forth in the Preliminary Prospectus dated April 1, 2014 (together with the information set forth in the Time of Sale Information) and the Prospectus under the captions “Description of Senior Secured Notes,” “Description of Senior Secured Debt Securities” and “Description of First Mortgage Bonds and Mortgage Indenture”, insofar as they purport to constitute summaries of the terms of the Designated Securities, the Indenture, the Mortgage and the First Mortgage Bonds, and under the captions “Plan of Distribution” and “Underwriting” (except with respect to the information set forth under the captions “Underwriting—European Economic Area” and “Underwriting—United Kingdom”) insofar as they purport to describe the provisions of the laws and documents referred to therein, are accurate, complete and fair.

(p) The Company is not (i) in violation of its Restated Articles of Incorporation or By-Laws, as amended, (ii) to the best knowledge of the Company, after due inquiry, other than as disclosed in the Time of Sale Information and the Prospectus, in violation of any law, ordinance, administrative or governmental rule or regulation applicable to the Company, the violation of which would, individually or in the aggregate, reasonably be expected

 

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to have a material adverse effect on the general affairs, management, financial position, stockholders’ equity or results of operations of the Company (a “Material Adverse Effect”), or of any decree of any court or governmental agency or body having jurisdiction over the Company, or (iii) in default in the performance or observance of any obligation, agreement, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which the Company is a party or by which the Company or any of the Company’s properties may be bound, which default would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(q) Other than as disclosed in the Time of Sale Information and the Prospectus, there are no legal or governmental proceedings pending to which the Company is a party or of which any property of the Company is the subject which, if determined adversely to the Company, would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and, to the Company’s knowledge, no such proceedings are threatened by governmental authorities or others.

(r) The Company is not, and, after giving effect to the offering and sale of the Designated Securities and the application of the proceeds thereof, will not be an “investment company,” or an entity “controlled” by an investment company, as such terms are defined in the Investment Company Act of 1940, as amended.

(s) Except as disclosed in the Time of Sale Information and the Prospectus, and except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, the Company (i) is in compliance with any and all applicable federal, state and local laws and regulations relating to the protection of human health and safety, the environment or hazardous or toxic substances or wastes, pollutants or contaminants (“Environmental Laws”), (ii) has received all permits, licenses or other approvals required of the Company under applicable Environmental Laws to conduct the Company’s business and (iii) is in compliance with all terms and conditions of any such permit, license or approval.

(t) The Time of Sale Information, at the Time of Sale did not, and at the Time of Delivery will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company makes no representation and warranty with respect to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Company by an Underwriter of Designated Securities through the Representatives expressly for use in such Time of Sale Information, which information is specified in Section 9(b) hereof; and no statement of material fact that will be included in the Prospectus has been omitted from the Time of Sale Information and no statement of material fact included in the Time of Sale Information that is required to be included in the Prospectus will be omitted therefrom.

(u) Other than the Registration Statement, any Preliminary Prospectus and the Prospectus, the Company (including its agents and representatives, other than the Underwriters in their capacity as such) has not made, used, prepared, authorized, approved or referred to and will not prepare, make, use, authorize, approve or refer to any “written communication” (as defined in Rule 405 under the Act) that constitutes an offer to sell or solicitation of an offer to

 

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buy the Designated Securities (each such communication by the Company or its agents and representatives (other than a communication referred to in clause (i) below), an “Issuer Free Writing Prospectus”) other than (i) any document not constituting a prospectus pursuant to Section 2(a)(10)(a) of the Act or Rule 134 under the Act or (ii) the documents listed on Annex III hereto and other written communications approved in writing in advance by the Representatives; each such Issuer Free Writing Prospectus complied in all material respects with the Act, has been filed in accordance with the Act (to the extent required thereby) and, when taken together with any Preliminary Prospectus filed prior to the first use of such Issuer Free Writing Prospectus, did not, and at the Time of Delivery will not, contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that the Company makes no representation and warranty with respect to any statements or omissions made in each such Issuer Free Writing Prospectus in reliance upon and in conformity with information furnished in writing to the Company by an Underwriter of Designated Securities through the Representatives expressly for use in any Issuer Free Writing Prospectus, which information is specified in Section 9(b) hereof; and each Issuer Free Writing Prospectus listed on Part B of Annex III hereto does not conflict with the information contained in the Registration Statement, the Time of Sale Information or the Prospectus.

(v) (A) (i) At the time of the initial filing of the Registration Statement, (ii) at the time of the most recent amendment thereto for the purposes of complying with Section 10(a)(3) of the Act (whether such amendment was by post-effective amendment, incorporated report filed pursuant to Section 13 or 15(d) of the Exchange Act or form of prospectus), and (iii) at the time the Company or any person acting on its behalf (within the meaning, for this clause only, of Rule 163(c) under the Act) made any offer relating to the Designated Securities in reliance on the exemption of Rule 163 under the Act, the Company was a “well-known seasoned issuer” within the meaning of subparagraph (1)(ii) of the definition of “well-known seasoned issuer” in Rule 405 under the Act; and (B) at the earliest time after the filing of the Registration Statement that the Company or another offering participant made a bona fide offer (within the meaning of Rule 164(h)(2) under the Act) of the Designated Securities, the Company was not an “ineligible issuer” as defined in Rule 405 under the Act.

(w) The Company maintains a system of internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act) that complies with the requirements of the Exchange Act and has been designed by the Company’s principal executive officer and principal financial officer, or under their supervision, to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences; and, except as disclosed in the Time of Sale Information and the Prospectus, the Company’s internal control over financial reporting as of December 31, 2013 was effective and the Company is not aware of any material weaknesses in the Company’s internal control over financial reporting since that date.

 

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(x) Except as disclosed in the Time of Sale Information and the Prospectus, since the date of the latest audited financial statements included or incorporated by reference in the Time of Sale Information and the Prospectus, to the knowledge of the Chief Accounting Officer of Ameren Corporation, there has been no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

(y) The Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15(e) under the Exchange Act) that comply with the requirements of the Exchange Act; such disclosure controls and procedures have been designed to ensure that material information relating to the Company is made known to the Company’s principal executive officer and principal financial officer by others within those entities; such disclosure controls and procedures as of December 31, 2013 were effective; and, since the date of the latest audited financial statements included or incorporated by reference in the Time of Sale Information and the Prospectus, to the knowledge of the Chief Accounting Officer of Ameren Corporation, there has been no change in the Company’s disclosure controls and procedures that has materially affected, or is reasonably likely to materially affect, the Company’s disclosure controls and procedures.

3. Upon the execution of the Pricing Agreement applicable to any Designated Securities, the several Underwriters propose to offer such Designated Securities for sale upon the terms and conditions set forth in the Time of Sale Information and the Prospectus.

4. Designated Securities to be purchased by each Underwriter pursuant to the Pricing Agreement relating thereto, in the form specified in such Pricing Agreement, and in such authorized denominations and registered in such names as the Representatives may request, shall be delivered by or on behalf of the Company to the Representatives for the account of such Underwriter, against payment by such Underwriter or on its behalf of the purchase price therefor by wire transfer of Federal (same-day) funds to the account specified by the Company to the Representatives at least forty-eight hours in advance or at such other place and time and date as the Representatives and the Company may agree upon in writing, such time and date being herein called the “Time of Delivery” for such Designated Securities.

5. The Company agrees with each of the Underwriters of any Designated Securities:

(a) To prepare the Prospectus in a form approved by the Representatives and to file such Prospectus pursuant to Rule 424(b) and Rule 430A, Rule 430B or Rule 430C under the Act not later than the Commission’s close of business on the second business day following the execution and delivery of the Pricing Agreement relating to the applicable Designated Securities or, if applicable, such earlier time as may be required by Rule 424(b) under the Act; to prepare a final term sheet in substantially the form attached as Schedule III to the applicable Pricing Agreement relating to such Designated Securities, and approved by the Representatives, and to file such final term sheet pursuant to Rule 433(d) under the Act within the time required by such Rule; to file promptly all other material required to be filed by the Company with the Commission pursuant to Rule 433(d) under the Act; to make no further amendment or any supplement (except for such final term sheet) to the Registration Statement or the Prospectus after the date of the Pricing Agreement relating to such Designated Securities and prior to the

 

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Time of Delivery for such Designated Securities which shall be disapproved by the Representatives for such Designated Securities promptly after reasonable notice thereof; to advise the Representatives promptly of any such amendment or supplement or any amendment or supplement to any Issuer Free Writing Prospectus after such Time of Delivery and furnish the Representatives with copies thereof; before using, authorizing, approving, referring to or filing any Issuer Free Writing Prospectus, to furnish to the Representatives and counsel for the Underwriters a copy of the proposed Issuer Free Writing Prospectus for review and not to use, authorize, approve, refer to or file any such Issuer Free Writing Prospectus disapproved by the Representatives; to promptly notify the Representatives of any notice given to the Company by any “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62) of the Exchange Act (a “Rating Agency”) of any intended decrease in any rating of any securities of the Company or of any intended change in any such rating that does not indicate the direction of the possible change of any such rating, in each case by any such Rating Agency; to file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of the Prospectus and for so long as the delivery of a prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Act) is required in connection with the offering or sale of the Designated Securities, and during such same period to advise the Representatives, promptly after it receives notice thereof, of the time when any amendment to the Registration Statement has been filed or becomes effective or any supplement to the Prospectus or any amended Prospectus has been filed with the Commission, of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any prospectus relating to the Designated Securities, of any notice of objection of the Commission to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Act, of the suspension of the qualification of such Designated Securities for offering or sale in any jurisdiction, of the initiation or threatening of any proceeding for any such purpose or pursuant to Section 8A of the Act against the Company or relating to the offering of the Designated Securities, or of any request by the Commission for the amending or supplementing of the Registration Statement or Prospectus or for additional information; and, in the event of the issuance of any such stop order or of any such order preventing or suspending the use of any prospectus relating to the Designated Securities or suspending any such qualification, to promptly use its best efforts to obtain the withdrawal of such order.

(b) If required by Rule 430B(h) under the Act, to prepare a prospectus in a form approved by the Representatives and to file such prospectus pursuant to Rule 424(b) under the Act not later than may be required by Rule 424 under the Act; and to make no further amendment or supplement to such prospectus which shall be disapproved by the Representatives promptly after reasonable notice thereof.

(c) Promptly from time to time to take such action as the Representatives may reasonably request to qualify the Designated Securities for offering and sale under the securities laws of such jurisdictions as the Representatives may request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution of such Designated Securities, provided that in connection therewith the Company shall not be required to qualify as a foreign corporation or to file a general consent to service of process in any jurisdiction.

 

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(d) To promptly furnish the Underwriters with electronic copies of the Prospectus and each Issuer Free Writing Prospectus prepared by the Company (to the extent not previously delivered), as amended or supplemented, and, if the delivery of a prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Act) is required at any time in connection with the offering or sale of the Designated Securities and if at such time any event shall have occurred as a result of which the Prospectus, the Time of Sale Information or any Issuer Free Writing Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made when such Prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Act), such Time of Sale Information or such Issuer Free Writing Prospectus as then amended or supplemented is delivered, not misleading, or, if for any other reason it shall be necessary during such same period to amend or supplement the Prospectus or to file under the Exchange Act any document incorporated by reference in the Prospectus in order to comply with the Act, the Exchange Act or the Trust Indenture Act, to notify the Representatives and upon their request to file such document and to prepare and furnish without charge to each Underwriter and to any dealer in securities as many written and electronic copies as the Representatives may from time to time reasonably request of an amended Prospectus or a supplement to the Prospectus which will correct such statement or omission or effect such compliance, or, if at any time prior to the Time of Delivery (i) any event shall occur or condition shall exist as a result of which the Time of Sale Information as then amended or supplemented would include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances, not misleading or (ii) it is necessary to amend or supplement the Time of Sale Information to comply with law, the Company will immediately notify the Underwriters thereof and forthwith prepare and, subject to Section 5(a) above, file with the Commission (to the extent required) and furnish to the Underwriters and to such dealers as the Representatives may designate, such amendments or supplements to the Time of Sale Information as may be necessary so that the statements in the Time of Sale Information as so amended or supplemented will not, in the light of the circumstances, be misleading or so that the Time of Sale Information will comply with law; and in case any Underwriter is required to deliver a prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Act) in connection with sales of any Designated Securities at any time nine months or more after the time of issue of the Prospectus, upon the Representatives’ request, to prepare and deliver to such Underwriter as many written and electronic copies as the Representatives may request of any amended or supplemented Prospectus complying with Section 10(a)(3) of the Act.

(e) In accordance with Rule 158 under the Act, to make generally available to its securityholders and to holders of any Designated Securities, as soon as practicable, but in any event not later than eighteen months after the effective date of the Registration Statement (as defined in Rule 158(c) under the Act), an earning statement of the Company (which need not be audited) complying with Section 11(a) of the Act and the rules and regulations of the Commission thereunder (including, at the option of the Company, Rule 158 under the Act).

(f) During the period beginning from the date of the Pricing Agreement for any Designated Securities and continuing to and including the Time of Delivery for such Designated Securities, not to offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise dispose of any debt securities of the Company which mature more than one year after such Time of Delivery and which are substantially similar to such Designated Securities, without the prior written consent of the Representatives.

 

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(g) Upon request of any Underwriter, to furnish, or cause to be furnished, to such Underwriter an electronic version of the Company’s trademarks, servicemarks and corporate logo for use on the website, if any, operated by such Underwriter for the purpose of facilitating the on-line offering of the Designated Securities (the “License”); provided, however, that the License shall be used solely for the purpose described above, is granted without any fee and may not be assigned or transferred.

(h) The Company will apply the net proceeds from the sale of any Designated Securities for the purposes set forth in the Registration Statement, the Time of Sale Information and the Prospectus.

(i) The Company will, pursuant to reasonable procedures developed in good faith, retain copies of each Issuer Free Writing Prospectus that is not filed with the Commission in accordance with Rule 433 under the Act.

(j) If immediately prior to the third anniversary (the “Renewal Deadline”) of the initial effective date of the Registration Statement, any of the Designated Securities remain unsold by the Underwriters, the Company will, prior to the Renewal Deadline, file, if it has not already done so and is eligible to do so, a new automatic shelf registration statement relating to the Designated Securities, in a form satisfactory to the Representatives. If the Company is no longer eligible to file an automatic shelf registration statement, the Company will, prior to the Renewal Deadline, if it has not already done so, file a new shelf registration statement relating to the Designated Securities, in a form satisfactory to the Representatives, and will use its best efforts to cause such registration statement to be declared effective within 60 days after the Renewal Deadline. The Company will take all other action necessary or appropriate to permit the public offering and sale of the Designated Securities to continue as contemplated in the expired registration statement relating to the Designated Securities. References herein to the Registration Statement shall include such new automatic shelf registration statement or such new shelf registration statement, as the case may be.

(k) If at any time when Designated Securities remain unsold by the Underwriters the Company receives from the Commission a notice pursuant to Rule 401(g)(2) under the Act or otherwise ceases to be eligible to use the automatic shelf registration statement form, the Company will (i) promptly notify the Representatives, (ii) promptly file a new registration statement or post-effective amendment on the proper form relating to the Designated Securities, in a form satisfactory to the Representatives, (iii) use its best efforts to cause such registration statement or post-effective amendment to be declared effective and (iv) promptly notify the Representatives of such effectiveness. The Company will take all other action necessary or appropriate to permit the public offering and sale of the Designated Securities to continue as contemplated in the registration statement that was the subject of the Rule 401(g)(2) notice or for which the Company has otherwise become ineligible. References herein to the Registration Statement shall include such new registration statement or post-effective amendment, as the case may be.

 

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6. Whether or not any sale of the Designated Securities is consummated, the Company covenants and agrees with the several Underwriters that the Company will pay or cause to be paid the following: (i) the fees, disbursements and expenses of the Company’s counsel and accountants in connection with the registration of the Securities under the Act and all other expenses in connection with the preparation, printing, reproduction and filing of the Registration Statement, any Preliminary Prospectus, any Issuer Free Writing Prospectus, any Time of Sale Information and the Prospectus and amendments and supplements thereto, and the mailing and delivering of copies thereof to the Underwriters and any dealers; (ii) the applicable Commission filing fees relating to the Designated Securities within the time required by Rule 456(b)(1) under the Act without regard to the proviso thereof; (iii) the cost of printing or producing any Agreement among Underwriters, this Underwriting Agreement, any Pricing Agreement, the Indenture, the Mortgage, any blue sky surveys, closing documents (including any compilations thereof) and any other documents in connection with the offering, purchase, sale and delivery of the Securities; (iv) all expenses (not to exceed $5,000) in connection with the qualification of the Securities for offering and sale under state securities laws as provided in Section 5(c) hereof, including the fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with any blue sky surveys; (v) any fees charged by securities rating services for rating the Securities; (vi) any filing fees incident to, and the fees and disbursements of counsel for the Underwriters in connection with, any required review by the Financial Industry Regulatory Authority of the terms of the sale of the Securities; (vii) the cost of preparing certificates for the Securities and the First Mortgage Bonds; (viii) the fees and expenses of the Trustees and any agent of the Trustees and the fees and disbursements of counsel for the Trustees in connection with the Indenture, the Securities, the Mortgage and the First Mortgage Bonds; and (ix) all other costs and expenses incurred by the Company incident to the performance of the Company’s obligations hereunder that are not otherwise specifically provided for in this Section 6. It is understood, however, that, except as provided in this Section 6, and Sections 9 and 12 hereof, the Underwriters will pay all of their own costs and expenses, including the fees of their counsel, any advertising expenses in connection with any offers the Underwriters may make and transfer taxes on resale of any of the Securities by them.

7. Each Underwriter hereby represents and agrees that, except for one or more term sheets containing the information set forth in Schedule III to the applicable Pricing Agreement, it has not and will not use, authorize use of, refer to, or participate in the use of, any “free writing prospectus”, as defined in Rule 405 under the Act (which term includes use of any written information furnished to the Commission by the Company and not incorporated by reference into the Registration Statement and any press release issued by the Company) other than (i) one or more term sheets relating to the Designated Securities which are not Issuer Free Writing Prospectuses and which contain preliminary terms of the Designated Securities and related customary information not inconsistent with the final term sheet prepared and filed by the Company pursuant to Section 5(a) hereof, (ii) a free writing prospectus that contains no “issuer information” (as defined in Rule 433(h)(2) under the Act) that was not included (including through incorporation by reference) in the Preliminary Prospectus or a previously filed Issuer Free Writing Prospectus, (iii) any Bloomberg L.P. or other electronic communication regarding comparable bond prices, (iv) any Issuer Free Writing Prospectus listed on Annex III hereto or prepared pursuant to Section 2(u) or Section 5(a) hereof, or (v) any free writing prospectus prepared by such Underwriter and approved by the Company in advance in writing.

 

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8. The obligations of the several Underwriters of any Designated Securities under the Pricing Agreement relating to such Designated Securities shall be subject, in the discretion of the Representatives, to the condition that all representations and warranties and other statements of the Company contained herein and in or incorporated by reference in the Pricing Agreement relating to such Designated Securities are, at and as of the Time of Sale and the Time of Delivery for such Designated Securities, true and correct, the condition that the Company shall have performed all of its obligations hereunder theretofore to be performed at and as of the Time of Sale and the Time of Delivery for such Designated Securities, as they case may be, and the following additional conditions:

(a) The Prospectus shall have been filed with the Commission pursuant to Rule 424(b) and Rule 430A, Rule 430B or Rule 430C under the Act within the applicable time period prescribed for such filing by the rules and regulations under the Act and in accordance with Section 5(a) hereof; each Issuer Free Writing Prospectus shall have been timely filed with the Commission under the Act to the extent required by Rule 433 under the Act; no stop order suspending the effectiveness of the Registration Statement or any part thereof shall have been issued and no proceeding for that purpose or pursuant to Section 8A of the Act against the Company or related to the offering of the Designated Securities shall have been initiated or threatened by the Commission and no notice of objection of the Commission to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) under the Act shall have been received; no stop order suspending or preventing the use of the Prospectus or any Issuer Free Writing Prospectus shall have been initiated or threatened by the Commission; and all requests for additional information on the part of the Commission shall have been complied with to the Representatives’ reasonable satisfaction.

(b) Counsel for the Underwriters shall have furnished to the Underwriters such written opinion or opinions, dated the Time of Delivery for such Designated Securities, with respect to such matters as the Underwriters may reasonably request, and such counsel shall have received such documents and information as they may reasonably request to enable them to pass upon such matters. In rendering such opinion, such counsel may (i) state that such opinion is limited to matters covered by the federal laws of the United States of America and the laws of the State of New York and (ii) rely as to matters of fact, to the extent deemed proper, on certificates of responsible officers of the Company and public officials.

(c) The Underwriters shall have received the favorable opinions dated the Time of Delivery for such Designated Securities, in each case in form and substance satisfactory to the counsel for the Underwriters, of:

(i) Gregory L. Nelson, Esq., Senior Vice President, General Counsel and Secretary of the Company, in the form attached as Exhibit A hereto (x) with such changes therein as may be agreed upon by the Company and the Underwriters with the approval of counsel for the Underwriters, and (y) if the Time of Sale Information shall be supplemented after being furnished to the Underwriters for use in offering the Designated Securities, with changes therein to reflect such supplementation; and

(ii) Morgan, Lewis & Bockius LLP, in the form attached as Exhibit B hereto (x) with such changes therein as may be agreed upon by the Company and the

 

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Underwriters with the approval of counsel for the Underwriters, and (y) if the Time of Sale Information shall be supplemented after being furnished to the Underwriters for use in offering the Designated Securities, with changes therein to reflect such supplementation.

(d) On the date of the Pricing Agreement for such Designated Securities at a time prior to the execution of the Pricing Agreement with respect to such Designated Securities and at the Time of Delivery for such Designated Securities, PricewaterhouseCoopers LLP shall have furnished to the Underwriters a letter, dated the date of such Pricing Agreement, and a letter dated such Time of Delivery, respectively, to the effect set forth in Annex II hereto, and in form and substance satisfactory to the Representatives.

(e) (i) The Company shall not have sustained since the date of the latest audited financial statements included or incorporated by reference in the Time of Sale Information as amended or supplemented on or prior to the date of the Pricing Agreement relating to the Designated Securities any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, otherwise than as set forth or contemplated in the Time of Sale Information as amended or supplemented on or prior to the date of the Pricing Agreement relating to the Designated Securities, and (ii) since the respective dates as of which information is given in the Time of Sale Information as amended or supplemented on or prior to the date of the Pricing Agreement relating to the Designated Securities there shall not have been any change, or any development involving a prospective change, in or affecting the general affairs, management, financial position, stockholders’ equity or results of operations of the Company, otherwise than as set forth or contemplated in the Time of Sale Information as amended or supplemented on or prior to the date of the Pricing Agreement relating to the Designated Securities, the effect of which, in any such case described in clause (i) or (ii), is in the judgment of the Representatives so material and adverse as to make it impracticable or inadvisable to proceed with the public offering, sale or delivery of the Designated Securities on the terms and in the manner contemplated in the Time of Sale Information and the Prospectus.

(f) On or prior to the Time of Delivery, the Representatives shall have received satisfactory evidence that the Designated Securities are rated as set forth in the Issuer Free Writing Prospectus referred to on Part A of Annex III hereto and that such ratings are in effect at the Time of Delivery.

(g) On or after the date of the Pricing Agreement relating to the Designated Securities (i) no downgrading shall have occurred in the rating accorded the Company’s debt securities or preferred stock by any Rating Agency, and (ii) no such Rating Agency shall have publicly announced that it has under surveillance or review, with possible negative implications, its rating of any of the Company’s debt securities or preferred stock, unless such surveillance or review has been publicly announced prior to the date of the Pricing Agreement.

(h) On or after the date of the Pricing Agreement relating to the Designated Securities there shall not have occurred any of the following: (i) a suspension or material limitation in trading in securities generally by the Commission, the New York Stock Exchange or The NASDAQ Stock Market or any setting of minimum or maximum prices for trading

 

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thereon; (ii) a suspension or material limitation in trading in the Company’s securities by the Commission, the New York Stock Exchange or The NASDAQ Stock Market; (iii) a general moratorium on commercial banking activities declared by Federal, New York State or Missouri State authorities or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States; (iv) any outbreak or escalation of hostilities involving the United States or the declaration by the United States of a national emergency or war; or (v) the occurrence of any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any event specified in clause (iv) or (v) in the judgment of the Representatives makes it impracticable or inadvisable to proceed with the public offering, sale or delivery of the Designated Securities on the terms and in the manner contemplated in the Time of Sale Information and the Prospectus.

(i) The Company shall have furnished or caused to be furnished to the Representatives at the Time of Delivery for the Designated Securities a certificate or certificates of officers of the Company satisfactory to the Representatives as to the accuracy of the representations and warranties of the Company herein at and as of such Time of Delivery, as to the performance by the Company of all of its obligations hereunder to be performed at or prior to such Time of Delivery, as to the matters set forth in subsections (a) and (e) of this Section and as to such other matters as the Representatives may reasonably request.

(j) The MPSC Order shall be in full force and effect at the Time of Delivery.

If any of the events specified in Sections 8(e), 8(g) or 8(h) hereof shall have occurred or the representation in Section 2(t) is incorrect in any respect, the Pricing Agreement relating to the Designated Securities may be terminated by the Representatives on notice to the Company at any time on or prior to the Time of Delivery and upon such notice being given, the parties hereto and thereto shall be released and discharged from their respective obligations hereunder and thereunder (except for the liability of the Company pursuant to Sections 6 or 12 hereof and the obligations of the parties hereto and thereto pursuant to Section 9 hereof). Notwithstanding any such termination, the provisions of Sections 6, 9, 11, 12, 13, 14 and 16 hereof shall remain in full force and effect.

9. (a) The Company will indemnify and hold harmless each Underwriter against any losses, claims, damages or liabilities, joint or several, to which such Underwriter may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto), any Preliminary Prospectus, any Issuer Free Writing Prospectus, the Time of Sale Information, or any “issuer information” filed or required to be filed under Rule 433(d) of the Act, or arise out of or are based upon the omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, and will reimburse each Underwriter for any legal or other expenses reasonably incurred by such Underwriter in connection with investigating or defending any such action or

 

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claim as such expenses are incurred; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, the Prospectus as amended or supplemented, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Time of Sale Information, or any such amendment or supplement of or to the foregoing, in reliance upon and in conformity with written information furnished to the Company by any Underwriter of Designated Securities through the Representatives expressly for use in the Registration Statement, the Prospectus as amended or supplemented, any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Time of Sale Information, or any such amendment or supplement of or to the foregoing, which information is specified in Section 9(b) hereof.

(b) Each Underwriter severally and not jointly will indemnify and hold harmless the Company against any losses, claims, damages or liabilities to which the Company may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (ii) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus (or any amendment or supplement thereto), any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Time of Sale Information, or arise out of or are based upon the omission or alleged omission to state therein a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in any Issuer Free Writing Prospectus, the Time of Sale Information, the Registration Statement, any Preliminary Prospectus, the Prospectus as amended or supplemented and any other prospectus relating to the Securities, or any such amendment or supplement of or to the foregoing, in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representatives expressly for use in any Issuer Free Writing Prospectus, the Time of Sale Information, the Registration Statement, any Preliminary Prospectus, the Prospectus as amended or supplemented and any other prospectus relating to the Securities, or any such amendment or supplement of or to the foregoing, it being understood and agreed that the only such information consists of the following: (i) the third paragraph of text under the caption “Underwriting” in the Preliminary Prospectus and the Prospectus, concerning the terms of the offering by the Underwriters, (ii) the third and fourth sentences of the fourth paragraph of text under the caption “Underwriting” in the Preliminary Prospectus and the Prospectus, concerning market-making by the Underwriters, and (iii) the fifth paragraph of text under the caption “Underwriting” in the Preliminary Prospectus and the Prospectus, concerning overallotment, stabilization and short-positions; and will reimburse the Company for any legal or other expenses reasonably incurred by the Company in connection with investigating or defending any such action or claim as such expenses are incurred.

(c) Promptly after receipt by an indemnified party under subsection (a) or (b) above of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under such subsection, notify the

 

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indemnifying party in writing of the commencement thereof; but the omission so to notify the indemnifying party shall not relieve it from any liability except to the extent that it has been materially prejudiced by such failure or from any liability which it may have to any indemnified party otherwise than under such subsection. In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party, be counsel to the indemnifying party), and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party shall not be liable to such indemnified party under such subsection for any legal expenses of other counsel or any other expenses, in each case subsequently incurred by such indemnified party, in connection with the defense thereof other than reasonable costs of investigation. Notwithstanding the indemnifying party’s election to appoint counsel to represent the indemnified party in any such action, the indemnified party shall have the right to employ separate counsel (including local counsel), and the indemnifying party shall bear the reasonable fees, costs and expenses of such separate counsel if (i) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest; (ii) the actual or potential defendants in, or targets of, any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that there may be legal defenses available to it or other indemnified parties that are different from or additional to those available to the indemnifying party; (iii) the indemnifying party shall not have employed counsel satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of the institution of any such action; or (iv) the indemnifying party shall authorize the indemnified party to employ separate counsel at the expense of the indemnifying party. No indemnifying party shall, without the written consent of the indemnified party, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened action or claim in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified party is an actual or potential party to such action or claim) unless such settlement, compromise or judgment (i) includes an unconditional release of the indemnified party from all liability arising out of such action or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any indemnified party.

(d) If the indemnification provided for in this Section 9 is unavailable to or insufficient to hold harmless an indemnified party under subsection (a) or (b) above in respect of any losses, claims, damages or liabilities (or actions in respect thereof) referred to therein, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect the relative benefits received by the Company on the one hand and the Underwriters of the Designated Securities on the other from the offering of the Designated Securities to which such loss, claim, damage or liability (or action in respect thereof) relates. If, however, the allocation provided by the immediately preceding sentence is not permitted by applicable law or if the indemnified party failed to give the notice required under subsection (c) above, then each indemnifying party shall contribute to such amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the Company on the one hand and the Underwriters

 

19


of the Designated Securities on the other in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities (or actions in respect thereof), as well as any other relevant equitable considerations. The relative benefits received by the Company on the one hand and such Underwriters on the other shall be deemed to be in the same proportion as the total net proceeds from such offering (before deducting expenses) received by the Company bear to the total underwriting discounts and commissions received by such Underwriters. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company on the one hand or such Underwriters on the other and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company and the Underwriters agree that it would not be just and equitable if contribution pursuant to this subsection (d) were determined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to above in this subsection (d). The amount paid or payable by an indemnified party as a result of the losses, claims, damages or liabilities (or actions in respect thereof) referred to above in this subsection (d) shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this subsection (d), no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the applicable Designated Securities underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages which such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The obligations of the Underwriters of Designated Securities in this subsection (d) to contribute are several in proportion to their respective underwriting obligations with respect to such Securities and not joint.

(e) The obligations of the Company under this Section 9 shall be in addition to any liability which the Company may otherwise have and shall extend, upon the same terms and conditions, to each person, if any, who controls any Underwriter within the meaning of the Act; and the obligations of the Underwriters under this Section 9 shall be in addition to any liability which the respective Underwriters may otherwise have and shall extend, upon the same terms and conditions, to each officer and director of the Company and to each person, if any, who controls the Company within the meaning of the Act.

10. (a) If any Underwriter shall default in its obligation to purchase the Designated Securities which it has agreed to purchase under the Pricing Agreement relating to such Designated Securities, the Representatives may in their discretion arrange for themselves or another party or other parties to purchase such Designated Securities on the terms contained herein. If within thirty-six hours after such default by any Underwriter the Representatives do not arrange for the purchase of such Designated Securities, then the Company shall be entitled to a further period of thirty-six hours within which to procure another party or other parties satisfactory to the Representatives to purchase such Designated Securities on such terms. In the event that, within the respective prescribed periods, the Representatives notify the Company that they have so arranged for the purchase of such Designated Securities, or the Company notifies

 

20


the Representatives that it has so arranged for the purchase of such Designated Securities, the Representatives or the Company shall have the right to postpone the Time of Delivery for such Designated Securities for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the Registration Statement, the Time of Sale Information or the Prospectus as amended or supplemented, or in any other documents or arrangements, and the Company agrees to file promptly any amendments or supplements to the Registration Statement, the Time of Sale Information or the Prospectus which in the opinion of the Representatives may thereby be made necessary. The term “Underwriter” as used in this Underwriting Agreement shall include any person substituted under this Section 10 with like effect as if such person had originally been a party to the Pricing Agreement with respect to such Designated Securities.

(b) If, after giving effect to any arrangements for the purchase of the Designated Securities of a defaulting Underwriter or Underwriters by the Representatives and the Company as provided in subsection (a) above, the aggregate principal amount of such Designated Securities which remains unpurchased does not exceed one-eleventh of the aggregate principal amount of the Designated Securities, then the Company shall have the right to require each non-defaulting Underwriter to purchase the principal amount of Designated Securities which such Underwriter agreed to purchase under the Pricing Agreement relating to such Designated Securities and, in addition, to require each non-defaulting Underwriter to purchase its pro rata share (based on the principal amount of Designated Securities which such Underwriter agreed to purchase under such Pricing Agreement) of the Designated Securities of such defaulting Underwriter or Underwriters for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter from liability for its default.

(c) If, after giving effect to any arrangements for the purchase of the Designated Securities of a defaulting Underwriter or Underwriters by the Representatives and the Company as provided in subsection (a) above, the aggregate principal amount of Designated Securities which remains unpurchased exceeds one-eleventh of the aggregate principal amount of the Designated Securities, as referred to in subsection (b) above, or if the Company shall not exercise the right described in subsection (b) above to require non-defaulting Underwriters to purchase Designated Securities of a defaulting Underwriter or Underwriters, then the Pricing Agreement relating to such Designated Securities shall thereupon terminate, without liability on the part of any non-defaulting Underwriter or the Company, except for the expenses to be borne by the Company and the Underwriters as provided in Section 6 hereof and the indemnity and contribution agreements in Section 9 hereof; but nothing herein shall relieve a defaulting Underwriter from liability for its default.

11. The respective indemnities, agreements, representations, warranties and other statements of the Company and the several Underwriters, as set forth in this Underwriting Agreement or made by or on behalf of them, respectively, pursuant to this Underwriting Agreement, shall remain in full force and effect, regardless of any investigation (or any statement as to the results thereof) made by or on behalf of any Underwriter or any controlling person of any Underwriter, or the Company, or any officer or director or controlling person of the Company, and shall survive delivery of and payment for the Securities.

 

21


12. If any Pricing Agreement shall be terminated pursuant to Section 10 hereof, the Company shall not then be under any liability to any Underwriter with respect to the Designated Securities covered by such Pricing Agreement except as provided in Sections 6 and 9 hereof; but, if for any other reason Designated Securities are not delivered by or on behalf of the Company as provided herein or the Company does not comply with its other obligations as provided herein, the Company will reimburse the Underwriters through the Representatives for all out-of-pocket expenses approved in writing by the Representatives, including fees and disbursements of counsel for the Underwriters, reasonably incurred by the Underwriters in making preparations for the purchase, sale and delivery of such Designated Securities, but the Company shall then be under no further liability to any Underwriter with respect to such Designated Securities except as provided in Sections 6 and 9 hereof.

13. In all dealings hereunder, the Representatives of the Underwriters of Designated Securities shall act on behalf of each of such Underwriters, and the parties hereto shall be entitled to act and rely upon any statement, request, notice or agreement on behalf of any Underwriter made or given by such Representatives jointly or by such of the Representatives, if any, as may be designated for such purpose in the Pricing Agreement.

All statements, requests, notices and agreements hereunder shall be in writing, and if to the Underwriters shall be delivered or sent by mail or facsimile transmission to the address of the Representatives as set forth in the Pricing Agreement; and if to the Company shall be delivered or sent by mail or facsimile transmission to the address of the Company set forth in the Registration Statement: Attention: Secretary.

14. This Underwriting Agreement and each Pricing Agreement shall be binding upon, and inure solely to the benefit of, the Underwriters, the Company and, to the extent provided in Sections 9 and 11 hereof, the officers and directors of the Company and each person who controls the Company or any Underwriter, and their respective heirs, executors, administrators, successors and assigns, and no other person shall acquire or have any right under or by virtue of this Underwriting Agreement or any such Pricing Agreement. No purchaser of any of the Securities from any Underwriter shall be deemed a successor or assign by reason merely of such purchase.

15. Time shall be of the essence of each Pricing Agreement. As used herein, “business day” shall mean any day when the Commission’s office in Washington, D.C. is open for business.

16. This Underwriting Agreement and each Pricing Agreement shall be governed by and construed in accordance with the laws of the State of New York.

17. This Underwriting Agreement and each Pricing Agreement may be executed by any one or more of the parties hereto and thereto in any number of counterparts, each of which shall be deemed to be an original, but all such respective counterparts shall together constitute one and the same instrument.

18. The Company hereby acknowledges that the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the

 

22


offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representatives nor any other Underwriters are advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction with respect to the offering of Securities contemplated hereby. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company.

[Signature Page Follows]

 

23


If the foregoing is in accordance with your understanding, please sign and return to us a counterpart hereof.

 

Very truly yours,
U NION E LECTRIC C OMPANY
By:  

/s/ Bruce A. Steinke

Name:   Bruce A. Steinke
Title:   Senior Vice President – Finance and Chief Accounting Officer

 

Accepted as of the date hereof:

M ERRILL L YNCH , P IERCE , F ENNER  & S MITH
 I NCORPORATED

M ITSUBISHI UFJ S ECURITIES (USA), I NC .

M ORGAN S TANLEY  & C O . LLC

S UN T RUST R OBINSON H UMPHREY , I NC .

As Representatives of the

several Underwriters

 

M ERRILL L YNCH , P IERCE , F ENNER  & S MITH
 I NCORPORATED

 

By:  

/s/ Jeffrey Kulik

Name:   Jeffrey Kulik
Title:   Managing Director
M ITSUBISHI UFJ S ECURITIES (USA), I NC .
By:  

/s/ Richard Testa

Name:   Richard Testa
Title:   Managing Director
M ORGAN S TANLEY & C O . LLC
By:  

/s/ Yurij Slyz

Name:   Yurij Slyz
Title:   Executive Director

[Signature page to the Underwriting Agreement]


S UN T RUST R OBINSON H UMPHREY , I NC .
By:  

/s/ Christopher S. Grumbowski

Name:   Christopher S. Grumbowski
Title:   Director

[Signature page to the Underwriting Agreement]


ANNEX I

Pricing Agreement

April 1, 2014

M ERRILL L YNCH , P IERCE , F ENNER  & S MITH

I NCORPORATED

M ITSUBISHI UFJ S ECURITIES (USA), I NC .

M ORGAN S TANLEY  & C O . LLC

S UN T RUST R OBINSON H UMPHREY , I NC .

As Representatives of the

several Underwriters named in Schedule I hereto

 

c/o Merrill Lynch, Pierce, Fenner & Smith

 Incorporated

One Bryant Park

New York, New York 10036

Mitsubishi UFJ Securities (USA), Inc.

1633 Broadway, 29th Floor

New York, New York 10019

Morgan Stanley & Co. LLC

1585 Broadway

New York, New York 10036

SunTrust Robinson Humphrey, Inc.

3333 Peachtree Road, 11th Floor

Atlanta, Georgia 30326

Ladies and Gentlemen:

Union Electric Company, a Missouri corporation (the “Company”), proposes, subject to the terms and conditions stated herein and in the Underwriting Agreement, dated April 1, 2014 (the “Underwriting Agreement”), between the Company on the one hand and the Underwriters named in Schedule I hereto (the “Underwriters”), for whom Merrill Lynch, Pierce, Fenner & Smith Incorporated, Mitsubishi UFJ Securities (USA), Inc., Morgan Stanley & Co. LLC and SunTrust Robinson Humphrey, Inc. are acting as representatives (the “Representatives”), on the other hand, to issue and sell to the Underwriters the Securities specified in Schedule II hereto (the “Designated Securities”) with the terms set forth in Schedule III hereto. Each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety, and shall be deemed to be a part of this Agreement to the same extent as if such provisions had been set forth in full herein; and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement. Each reference to the

 

I-1


Representatives herein and in the provisions of the Underwriting Agreement so incorporated by reference shall be deemed to refer to you. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. Each of the Representatives designated to act on behalf of the other Representatives and on behalf of each of the other Underwriters of the Designated Securities pursuant to Section 13 of the Underwriting Agreement and the address of the Representatives referred to in such Section 13 are set forth at the end of Schedule II hereto.

Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the principal amount of Designated Securities set forth opposite the name of such Underwriter in Schedule I hereto.

For all purposes of the Underwriting Agreement, (i) the “Time of Sale” means 1:45 p.m. (New York City time) on the date hereof and (ii) the “Time of Sale Information,” collectively, means the following information: the Preliminary Prospectus dated April 1, 2014, as amended or supplemented immediately prior to the Time of Sale (including the documents incorporated therein by reference as of the Time of Sale), as supplemented by the final term sheet prepared and filed pursuant to Section 5(a) of the Underwriting Agreement and referred to on Part A of Annex III thereof.

The purchase price for the Designated Securities shall be 99.332% of the aggregate principal amount thereof.

 

I-2


If the foregoing is in accordance with your understanding, please sign and return to us a counterpart hereof, and upon acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof, including the provisions of the Underwriting Agreement incorporated herein by reference, shall constitute a binding agreement between each of the Underwriters and the Company. It is understood that your acceptance of this letter on behalf of each of the Underwriters is or will be pursuant to the authority set forth in an Agreement among Underwriters, the form of which shall be submitted to the Company for examination upon request, but without warranty on the part of the Representatives as to the authority of the other signers thereof.

 

Very truly yours,
U NION E LECTRIC C OMPANY
By:  

 

Name:  
Title:  

Accepted as of the date hereof:

 

M ERRILL L YNCH , P IERCE , F ENNER  & S MITH
 I NCORPORATED

M ITSUBISHI UFJ S ECURITIES (USA), I NC .

M ORGAN S TANLEY  & C O . LLC

S UN T RUST R OBINSON H UMPHREY , I NC .

As Representatives of the

several Underwriters

 

M ERRILL L YNCH , P IERCE , F ENNER  & S MITH
 I NCORPORATED

 

By:  

 

Name:  
Title:  
M ITSUBISHI UFJ S ECURITIES (USA), I NC .
By:  

 

Name:  
Title:  

[Signature page to the Pricing Agreement]


M ORGAN S TANLEY & C O . LLC
By:  

 

Name:  
Title:  

S UN T RUST R OBINSON H UMPHREY , I NC .

By:  

 

Name:  
Title:  

[Signature page to the Pricing Agreement]


SCHEDULE I

 

Underwriter

   Principal
Amount of
Designated
Securities
to be
Purchased
 

Merrill Lynch, Pierce, Fenner & Smith
Incorporated

   $ 66,500,000   

Mitsubishi UFJ Securities (USA), Inc.

   $ 66,500,000   

Morgan Stanley & Co. LLC

   $ 66,500,000   

SunTrust Robinson Humphrey, Inc.

   $ 66,500,000   

BNP Paribas Securities Corp.

   $ 17,500,000   

Fifth Third Securities, Inc.

   $ 17,500,000   

KeyBanc Capital Markets Inc.

   $ 17,500,000   

RBC Capital Markets, LLC

   $ 17,500,000   

Blaylock Beal Van, LLC

   $ 7,000,000   

C.L. King & Associates, Inc.

   $ 7,000,000   
  

 

 

 

Total

   $ 350,000,000   

 

I-I-1


SCHEDULE II

Title of Designated Securities:

3.50% Senior Secured Notes due 2024

Aggregate principal amount:

$350,000,000

Price to Public:

99.982% of the principal amount of the Designated Securities, plus accrued interest, if any, from the Time of Delivery

Purchase Price paid by the Underwriters:

99.332% of the principal amount of the Designated Securities

Form of Designated Securities:

Book-entry only form represented by one or more global securities deposited with The Depository Trust Company (“DTC”) or its designated custodian, to be made available for checking by the Representatives at least twenty-four hours prior to the Time of Delivery at such place as may be agreed upon by the Company and the Representatives.

Time of Delivery:

10:00 a.m. (New York City time), April 4, 2014

First Mortgage Bonds:

$350,000,000 First Mortgage Bonds, Senior Secured Notes Series PP

Supplemental Indenture relating to First Mortgage Bonds:

Dated April 1, 2014

Maturity:

April 15, 2024

Interest Rate:

3.50%

Interest Payment Dates:

April 15 and October 15, commencing October 15, 2014

Redemption Provisions:

The Designated Securities may be redeemed at the option of the Company as set forth in the Prospectus as supplemented relating to such Designated Securities

Sinking Fund Provisions:

No sinking fund provisions

Defeasance provisions:

As set forth in the Indenture.

 

I-II-I


Closing location for delivery of Designated Securities:

Morgan, Lewis & Bockius LLP, 101 Park Avenue, New York, New York 10178

Designated Representatives:

Merrill Lynch, Pierce, Fenner & Smith

 Incorporated

Mitsubishi UFJ Securities (USA), Inc.

Morgan Stanley & Co. LLC

SunTrust Robinson Humphrey, Inc.

Addresses for Notices, etc.:

Merrill Lynch, Pierce, Fenner & Smith

 Incorporated

50 Rockefeller Plaza, NY1 050 12 01

New York, New York 10020

Attn: High Grade Transaction Management/Legal

Facsimile: 646-855-5958

Mitsubishi UFJ Securities (USA), Inc.

1633 Broadway, 29th Floor

New York, New York 10019

Attn: Capital Markets Group

Facsimile: 646-434-3455

Morgan Stanley & Co. LLC

1585 Broadway

New York, New York 10036

Attn: Investment Banking Division

Facsimile: 212-507-8999

SunTrust Robinson Humphrey, Inc.

3333 Peachtree Road, 11th Floor

Atlanta, Georgia 30326

Attn: Investment Grade Debt Capital Markets

Facsimile: 404-926-5027

 

I-II-2


SCHEDULE III

Filed Pursuant to Rule 433

Registration No. 333-182258-02

April 1, 2014

 

Pricing Term Sheet
Issuer:    Union Electric Company
Expected Ratings* (Moody’s/S&P/Fitch):    [Intentionally omitted]
Trade Date:    April 1, 2014
Settlement Date:    April 4, 2014
Issue:    3.50% Senior Secured Notes due 2024
Security:    The Senior Secured Notes will be secured by a series of the issuer’s first mortgage bonds until the release date.
Offering Size:    $350,000,000
Coupon:    3.50% per annum
Maturity:    April 15, 2024
Treasury Benchmark:    2.75% due February 15, 2024
US Treasury Spot:    99-31+
US Treasury Yield:    2.752%
Spread to Treasury:    +75 basis points
Re-offer Yield:    3.502%
Price to Public (Issue Price):    99.982%
Interest Payment Dates:    April 15 and October 15, commencing October 15, 2014
Optional Redemption:    Prior to January 15, 2024, at any time at the greater of (1) 100% of the principal amount or (2) the sum of the present values of the remaining scheduled payments of principal and interest discounted at the Adjusted Treasury Rate plus 15 basis points, in each case plus accrued and unpaid interest, and on or after January 15, 2024, at any time at 100% of the principal amount plus accrued and unpaid interest
CUSIP:    906548 CK6
Joint Bookrunners:    Merrill Lynch, Pierce, Fenner & Smith Incorporated, Mitsubishi UFJ Securities (USA), Inc., Morgan Stanley & Co. LLC and SunTrust Robinson Humphrey, Inc.
Co-Managers:    BNP Paribas Securities Corp., Fifth Third Securities, Inc., KeyBanc Capital Markets Inc., RBC Capital Markets, LLC, Blaylock Beal Van, LLC and C.L. King & Associates, Inc.

 

I-III-1


The term “Adjusted Treasury Rate” has the meaning ascribed to that term in the Issuer’s Preliminary Prospectus Supplement, dated April 1, 2014.

* A security rating is not a recommendation to buy, sell or hold securities and should be evaluated independently of any other rating. The rating is subject to revision or withdrawal at any time by the assigning rating organization.

The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC’s website at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Merrill Lynch, Pierce, Fenner & Smith Incorporated toll-free at 1-800-294-1322, Mitsubishi UFJ Securities (USA), Inc. toll-free at 1-877-649-6848, Morgan Stanley & Co. LLC toll-free at 1-866-718-1649 and SunTrust Robinson Humphrey, Inc. toll-free at 1-800-685-4786.

 

I-III-2


ANNEX II

Pursuant to Section 8(d) of the Underwriting Agreement, the accountants shall furnish letters to the Underwriters to the effect that:

(i) They are an independent registered public accounting firm with respect to the Company within the meaning of the Act and the applicable rules and regulations thereunder adopted by the Commission and the Public Company Accounting Oversight Board (United States) (“PCAOB”);

(ii) In their opinion, the financial statements and financial statement schedule audited by them and included or incorporated by reference in the Registration Statement, the Preliminary Prospectus and the Prospectus comply as to form in all material respects with the applicable accounting requirements of the Act and the Exchange Act and the related rules and regulations adopted by the Commission;

(iii) They have made a review in accordance with standards established by the PCAOB of the unaudited statements of income, balance sheets and statements of cash flows included in the Company’s Quarterly Report(s) on Form 10-Q for the quarter(s) ended [            ] incorporated by reference into the Preliminary Prospectus and the Prospectus;

(iv) They have compared the ratios of earnings to fixed charges in the Preliminary Prospectus and the Prospectus with the disclosure requirements of Regulation S-K and on the basis of limited procedures specified in such letter nothing came to their attention as a result of the foregoing procedures that caused them to believe that this information does not conform in all material respects with the disclosure requirements of Item 503(d) of Regulation S-K;

(v) On the basis of limited procedures, not constituting an audit in accordance with generally accepted auditing standards, consisting of a reading of the unaudited financial statements and other information referred to below, a reading of the latest available interim financial statements of the Company, inspection of the minute books of the Company since the date of the latest audited financial statements included or incorporated by reference in the Preliminary Prospectus and the Prospectus, inquiries of officials of the Company responsible for financial and accounting matters and such other inquiries and procedures as may be specified in such letter, nothing came to their attention that caused them to believe that: (i) any material modifications should be made to the unaudited statements of income, balance sheets and statements of cash flows included in the Company’s Quarterly Report(s) on Form 10-Q for the quarter(s) ended [             ] incorporated by reference in the Preliminary Prospectus and the Prospectus, for them to be in conformity with generally accepted accounting principles, or (ii) the unaudited statements of income, balance sheets and statements of cash flows included in the Company’s Quarterly Report(s) on Form 10-Q for the quarter(s) ended [             ] incorporated by reference in the Preliminary Prospectus and the Prospectus do not comply as to form in all material respects with the applicable accounting requirements of the Exchange Act and the related published rules and regulations adopted by the Commission;

 

II-1


(vi) Nothing came to their attention as a result of the foregoing procedures that caused them to believe that (i) at [                 ], there was any change in the capital stock, increase in long-term debt (including short-term debt, current maturities of long-term debt and intercompany notes payable) or decrease in net current assets (working capital) or in stockholders’ equity of the Company as compared with amounts shown in the [             ] unaudited balance sheet included in the Company’s Quarterly Report(s) on Form 10-Q for the quarter(s) ended [             ] incorporated by reference in the Pricing Prospectus and the Prospectus, or (ii) for the period from[             ] to [             ], there were any decreases, as compared with the corresponding period in the preceding year, in operating revenues or net income, except in all instances for changes, increases or decreases which the Pricing Prospectus and the Prospectus disclose have occurred or may occur and except such other decreases as may be specified in such letter;

(vii) Officials of the Company have advised them that no financial data as of any date or for any period subsequent to [             ] are available; accordingly, the procedures carried out by them with respect to changes in financial statement items after [             ] have, of necessity, been even more limited than those with respect to the periods referred to in paragraph (v). They have inquired of certain officials of the Company who have responsibility for financial and accounting matters as to whether (a) at [             ] there was any change in the capital stock, increase in long-term debt (including short-term debt, current maturities of long-term debt and intercompany notes payable) or decrease in net current assets (working capital) or in stockholders’ equity of the Company as compared with amounts shown in the [             ] unaudited balance sheet included in the Company’s Quarterly Report(s) on Form 10-Q for the quarter(s) ended [             ] incorporated by reference in the Pricing Prospectus and the Prospectus; or (b) for the period from [             ] to [             ], there were any decreases, as compared with the corresponding period in the preceding year, in operating revenues or net income. Those officials referred to above stated that they cannot comment on any decreases in net current assets (working capital) or in stockholders’ equity at [             ] compared to [             ], or decreases as compared with the corresponding period in the previous year in operating revenues or net income for the period from [             ] to [            ]. On the basis of these inquiries and their reading of the minutes as described in paragraph (v), nothing came to their attention that caused them to believe that there was any such change in capital stock or increase in long-term debt (including short-term debt, current maturities of long-term debt and intercompany notes payable), except in all instances for changes or increases which the Pricing Prospectus and the Prospectus disclose have occurred or may occur; and

(viii) In addition to the examination referred to in their report(s) included or incorporated by reference in the Preliminary Prospectus or the Prospectus and the limited procedures, inspection of minute books, inquiries and other procedures referred to in paragraph (v) above, they have carried out certain specified procedures, not constituting an examination in accordance with generally accepted auditing standards, with respect to certain amounts, percentages and financial information specified by the Representatives which are derived from the general accounting records of the Company, which appear in the Preliminary Prospectus and the Prospectus (excluding documents incorporated by reference) or in Part II of, or in exhibits and schedules to, the Registration Statement specified by the Representatives or in documents incorporated by reference in the

 

II-2


Preliminary Prospectus and the Prospectus specified by the Representatives, and have compared certain of such amounts, percentages and financial information with the accounting records of the Company and have found them to be in agreement.

All references in this Annex II to the Preliminary Prospectus shall be deemed to refer to the Preliminary Prospectus (including the documents incorporated by reference therein) included with the Time of Sale Information (including the documents incorporated by reference therein) as defined in the Underwriting Agreement as of the date of the letter delivered on the date of the Pricing Agreement for purposes of such letter.

 

II-3


ANNEX III

 

A) Issuer Free Writing Prospectuses To Be Included As Time of Sale Information

Pricing Term Sheet dated April 1, 2014

 

B) Issuer Free Writing Prospectuses Not Included As Time of Sale Information

None

Exhibit 4.2

Company Order

April 4, 2014

The Bank of New York Mellon,

as Trustee

101 Barclay Street

Floor 7E

New York, New York 10286

Re: 3.50% Senior Secured Notes due 2024

Ladies and Gentlemen:

Application is hereby made to The Bank of New York Mellon, a New York banking corporation, as trustee (the “ Trustee ”), under the Indenture dated as of August 15, 2002 (the “ Indenture ”), between Union Electric Company, a Missouri corporation (the “ Company ”), and the Trustee for the authentication and delivery of $350,000,000 aggregate principal amount of the Company’s 3.50% Senior Secured Notes due 2024 (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.

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 pursuant to Section 2.05(c)(2) of the Indenture;

 

  3. Expert’s certificate pursuant to Section 2.05(c)(3) of the Indenture;

 

  4. Officers’ Certificate pursuant to Section 2.05(c)(4) of the Indenture;

 

  5. A Global Note 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); and

 

  6.

Pursuant to Section 2.05(c)(3) of the Indenture, the Company’s Senior Note First Mortgage Bonds designated “First Mortgage Bonds, Senior Notes Series PP” (the


  Bonds ”) in the principal amount of $350,000,000 relating to the Notes, fully registered in the name of the Trustee in trust for the benefit of the Holders from time to time of such Notes.

The Global Note representing the Notes is to be held for delivery through the facilities of The Depository Trust Company (“ DTC ”) to Mitsubishi UFJ Securities (USA), Inc. on behalf of the several underwriters thereof, against payment therefor at the closing in respect of the sale thereof, such closing to be held at 10:00 a.m., New York time, April 4, 2014, at the offices of Morgan, Lewis & Bockius LLP, 101 Park Avenue, New York, New York 10178. You are hereby instructed to authenticate the Global Note representing the Notes in the name of CEDE & Co. as registered holder and to hold it as custodian for DTC.


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 (including the Bonds in trust for the benefit of the Holders).

 

Very truly yours,
Union Electric Company
By:  

/s/ Ryan J. Martin

Name:   Ryan J. Martin
Title:   Assistant Vice President and Treasurer


Receipt from the Company of the Global Note representing the Notes, certain instructions related thereto and the supporting documentation pursuant to the Indenture (including the Bonds in trust for the benefit of the Holders) in connection with the authentication and delivery of the Notes is hereby acknowledged.

 

The Bank of New York Mellon,
as Trustee
By:  

/s/ Laurence J. O’Brien

Name:   Laurence J. O’Brien
Title:   Vice President

Exhibit 4.3

 

REGISTERED    REGISTERED

THIS NOTE IS 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 NOTE 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 NOTE 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.

UNION ELECTRIC COMPANY

3.50% SENIOR SECURED NOTE DUE 2024

 

CUSIP: 906548 CK6

   NUMBER: 1

ISIN: US906548 CK6

  

ORIGINAL ISSUE DATE: April 4, 2014

   PRINCIPAL AMOUNT: $350,000,000

INTEREST RATE: 3.50%

   MATURITY DATE: April 15, 2024

UNION ELECTRIC COMPANY, a corporation of the State of Missouri (the “COMPANY”), for value received hereby promises to pay to CEDE & CO. or registered assigns, the principal sum of THREE HUNDRED FIFTY MILLION DOLLARS ($350,000,000) 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 in arrears on April 15 and October 15 in each year, commencing October 15, 2014, and on the Maturity Date, at the per annum Interest Rate set forth above 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 on the Maturity Date. The interest so payable and punctually paid or duly provided for on any such Interest Payment Date (except for interest payable on the Maturity Date set forth above or, if applicable, upon redemption or acceleration), will, as provided in the Indenture (as defined below), 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, which shall be the April 1 or October 1 as the case may be, whether or not a Business Day, next preceding such Interest Payment Date; provided,


that the first Interest Payment Date for any part of this Note, the Original Issue Date of which is after a Regular Record Date but prior to the applicable Interest Payment Date, shall be the Interest Payment Date following the next succeeding Regular Record Date; and provided further, that interest payable on the Maturity Date set forth above or, if applicable, upon redemption or 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 shall 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 more than fifteen days nor 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 in respect of a duly authorized issue of 3.50% Senior Secured Notes due 2024 (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 August 15, 2002, between the Company and The Bank of New York Mellon, 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 and any other outstanding series of Notes. 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. This Note has been issued in respect of the series designated on the first page hereof, issued in the initial aggregate principal amount of $350,000,000.

The Notes will be secured by first mortgage bonds (the “SENIOR NOTE FIRST MORTGAGE BONDS”) delivered by the Company to the Trustee for the benefit of the Holders of the Notes, issued under the Indenture of Mortgage and Deed of Trust, dated June 15, 1937, from the Company to The Bank of New York Mellon, as successor trustee (the “MORTGAGE TRUSTEE”), as supplemented and modified (collectively, the “FIRST MORTGAGE”). Reference is made to the First Mortgage and the Indenture for a description of the rights of the Trustee as holder of the Senior Note First Mortgage Bonds, the property mortgaged and pledged, the nature and extent of the security and the rights of the holders of first mortgage bonds, under the First Mortgage and the rights of the Company and of the Mortgage Trustee in respect thereof, the duties and immunities of the Mortgage Trustee and the terms and conditions upon which the Senior Note First Mortgage Bonds are secured and the circumstances under which additional first mortgage bonds may be issued. By its acquisition of an interest in this Note, each Holder of this Note irrevocably (a) consents to each of the amendments to the First Mortgage described in Article III of the Supplemental Indenture dated May 15, 2012 to the First Mortgage without any other or further action by any Holder of such Notes, and (b) designates the Trustee, and its successors, as its proxy with irrevocable instructions to vote and deliver written consents on behalf of such Holder in favor of such amendments at any Noteholder meeting or meeting of bondholders, in lieu of any Noteholder meeting or meeting of bondholders, in response to any consent solicitation or otherwise.

 

2


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.

Interest on this Note will accrue from and including the Original Issue Date specified above to, but excluding October 15, 2014, and thereafter, from and including each Interest Payment Date to, but excluding, the next succeeding Interest Payment Date, the Maturity Date or any redemption date, as the case may be.

All or a portion of the Notes of this Series may be redeemed at the option of the Company at any time or from time to time. The redemption price for the Notes of this Series to be redeemed on any redemption date prior to January 15, 2024 (three months prior to the Maturity Date) will be equal to the greater of the following amounts: (a) 100% of the principal amount of the Notes of this Series being redeemed on the redemption date; or (b) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes of this Series being redeemed on that 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 (assuming a 360-day year consisting of twelve 30-day months) at the Adjusted Treasury Rate (as defined below) plus 15 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 for the Notes of this Series to be redeemed on any redemption date on or after January 15, 2024 will be equal to 100% of the principal amount of the Notes of this Series being redeemed on the redemption date plus accrued and unpaid interest thereon to the redemption date. Notwithstanding the foregoing, installments of interest on Notes of this Series that are due and payable on Interest Payment Dates falling on or prior to a redemption date will be payable on the Interest Payment Date to the Holder of this Note as of the close of business on the relevant Regular Record Date.

With respect to a redemption occurring prior to January 15, 2024, the Company shall give the Trustee written notice of the redemption price promptly after the calculation thereof and the Trustee shall not be responsible for such calculation.

The Company shall mail notice of any redemption at least 30 days but not more than 60 days before the redemption date to each Holder of the Notes of this Series to be redeemed, and, if less than all Notes of this Series are to be redeemed, the particular Notes of this Series to be redeemed will be selected by the Trustee in such manner as it shall deem appropriate and fair; provided, that as long as the Notes of this Series are represented by global certificates, beneficial interests in such global certificates will be selected for redemption by The Depository Trust Company in accordance with its standard procedures therefor. Unless the Company defaults in payment of the redemption price, on and after the redemption date, interest will cease to accrue on the Notes of this Series or portions thereof called for redemption.

Any notice of redemption at the Company’s option may state that such redemption will be conditional upon receipt by the Trustee, on or prior to the redemption date, of money sufficient to pay the principal of and premium, if any, and interest on, the Notes of this Series or portions thereof called for redemption, and that if such money has not been so received, such notice will be of no force and effect and the Company will not be required to redeem such Notes or portions thereof.

 

3


“ADJUSTED TREASURY RATE” means, with respect to any redemption date, the rate per annum equal to the semiannual equivalent yield to maturity of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date.

“COMPARABLE TREASURY ISSUE” means the United States Treasury security selected by the Reference Treasury Dealer as having a maturity comparable to the remaining term of the Notes of this Series to be redeemed that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of such Notes of this Series.

“COMPARABLE TREASURY PRICE” means, with respect to any redemption date, (A) the average of the Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest of such Reference Treasury Dealer Quotations, or (B) if the Company obtains fewer than four such Reference Treasury Dealer Quotations, the average of all such quotations, or (C) if only one Reference Treasury Dealer Quotation is received, such quotation.

“REFERENCE TREASURY DEALER” means (A) Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co. LLC and a Primary Treasury Dealer (as defined below) selected by each of Mitsubishi UFJ Securities (USA), Inc. and SunTrust Robinson Humphrey, Inc., or, in each case, an affiliate thereof, which are primary U.S. Government securities dealers in the United States (each, a “Primary Treasury Dealer”), and their respective successors; provided, however, that if any of the foregoing shall cease to be a Primary Treasury Dealer, the Company shall substitute therefor another Primary Treasury Dealer; and (B) any other Primary Treasury Dealer(s) selected by the Company.

“REFERENCE TREASURY DEALER QUOTATIONS” means, with respect to each Reference Treasury Dealer and any redemption date, the average, as determined by the Company, of the bid and asked prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal amount) quoted in writing to the Company by such Reference Treasury Dealer at 5:00 p.m. (New York City time) on the third Business Day preceding such redemption date.

Interest payments for this Note shall be computed and paid on the basis of a 360-day year consisting of twelve 30-day months (and for any partial periods shall be calculated on the basis of the number of days elapsed in a 360-day year of twelve 30 day months). If any Interest Payment Date falls on a day that is not a Business Day, the Interest Payment Date will be the next succeeding Business Day (and without any interest or other payment in respect of any such delay). If the Maturity Date of this Note or any redemption date falls on a day that is not a Business Day, the payment of principal, premium, if any, and interest will be made on the next succeeding Business Day with the same force and effect as if made on such Maturity Date or redemption date, and no interest on such payment shall accrue for the period from and after the Maturity Date or such redemption date.

 

4


The Company, at its option, and subject to the terms and conditions provided in the Indenture, will be discharged from any and all obligations in respect of the Notes of this Series (except for certain obligations including obligations to register the transfer or exchange of Notes of this Series, replace stolen, lost or mutilated Notes of this Series, maintain paying agencies and hold monies for payment in trust, all as set forth in the Indenture) if the Company deposits with the Trustee money, U.S. Government Obligations which through the payment of interest thereon and principal thereof in accordance with their terms will provide money, or a combination of money and U.S. Government Obligations, in any event in an amount sufficient, without reinvestment, to pay all the principal of and any premium and interest on the Notes of this Series on the dates such payments are due in accordance with the terms of the Notes of this Series.

If an Event of Default shall occur and be continuing with respect to the Notes, the principal of and interest on the Notes may be declared due and payable in the manner and with the effect provided in the Indenture and, upon such declaration, the Trustee shall demand the redemption of the Senior Note First Mortgage Bonds to the extent provided in the Indenture.

The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modifications of the rights and obligations of the Company and the rights of the Noteholders under the Indenture at any time by the Company and the Trustee with the consent of the Holders of a majority in aggregate principal amount of the outstanding Notes. Any such consent or waiver by the Holder of this Note shall be conclusive and binding upon such Holder and upon all future Holders of this Note and of any Note issued upon the registration of transfer hereof or in exchange therefor or in lieu thereof whether or not notation of such consent or waiver is made upon this Note.

As set forth in and subject to the provisions of the Indenture, no Holder of any Notes will have any right to institute any proceeding with respect to the Indenture or for any remedy thereunder unless such Holder shall have previously given to the Trustee written notice of a continuing Event of Default with respect to such Notes, the Holders of a majority in aggregate principal amount of the outstanding Notes affected by such Event of Default shall have made written request and offered reasonable indemnity to the Trustee to institute such proceeding as Trustee and the Trustee shall have failed to institute such proceeding within 60 days; provided, however, that such limitations do not apply to a suit instituted by the Holder hereof for the enforcement of payment of the principal of and any premium or interest on this Note on or after the respective due dates expressed herein.

No reference herein to the Indenture and to provisions of this Note or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and any premium and interest on this Note at the times, places and rates and the coin or currency prescribed in the Indenture.

As provided in the Indenture and subject to certain limitations therein set forth, this Note may be transferred only as permitted by the legend hereto and the provisions of the Indenture.

The Indenture and the Notes shall be governed by, and construed in accordance with, the laws of the State of New York without regard to conflicts of law principles thereof.

 

5


Unless the certificate of authentication hereon has been executed by the Trustee, directly or through an Authenticating Agent by manual signature of an authorized officer, this Note shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose.

All terms used in this Note that are defined in the Indenture shall have the meanings assigned to them in the Indenture unless otherwise indicated herein.

 

6


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

 

UNION ELECTRIC COMPANY
By:   /s/ Ryan J. Martin
 

 

  Ryan J. Martin
Title:   Assistant Vice President and Treasurer
Attest:   /s/ Craig W. Stensland
 

 

  Craig W. Stensland
Title:   Assistant Secretary

TRUSTEE’S CERTIFICATE OF

AUTHENTICATION

Dated: April 4, 2014

This Note is one of the Notes of the series herein

designated, described or provided for in the within-

mentioned Indenture.

 

THE BANK OF NEW YORK MELLON, As Trustee
By:  

/s/ Laurence J. O’Brien

  Authorized Signatory

 

7


ABBREVIATIONS

The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations:

 

TEN COM — as tenants in common    UNIF GIFT

MIN ACT -

        Custodian     
      (Cust)       (Minor)
           
TEN ENT — as tenants by the entireties    Under Uniform Gifts to Minors

JT TEN — as joint tenants with right

of survivorship and not as tenants in

common

  

 

   State

Additional abbreviations may also be used

though not in the above list.

 

 

FOR VALUE RECEIVED the undersigned hereby sell(s),

assign(s) and transfer(s) unto

PLEASE INSERT SOCIAL SECURITY OR OTHER

IDENTIFYING NUMBER OF ASSIGNEE

 

 

 

 

 

 

Please print or typewrite name and address

including postal zip code of assignee

 

 

 

the within note and all rights thereunder, hereby irrevocably constituting and appointing                     attorney to transfer said note on the books of the Company, with full power of substitution in the premises.

 

Dated:                                                     

 

   NOTICE: The signature to this assignment must correspond with the name as written upon the face of the within instrument in every particular, without alteration or enlargement or any change whatever.
   Signature(s) must be guaranteed by a financial institution that is a member of the Securities Transfer Agents Medallion Program (“STAMP”), the Stock Exchange Medallion Program (“SEMP”) or the New York Stock Exchange, Inc. Medallion Signature Program (“MSP”)

 

8

Exhibit 4.5

Executed in 21 Counterparts, No.     .

SUPPLEMENTAL INDENTURE

DATED April 1, 2014

UNION ELECTRIC COMPANY

TO

THE BANK OF NEW YORK MELLON,

AS TRUSTEE

 

 

(SUPPLEMENTAL TO THE INDENTURE OF MORTGAGE AND DEED OF TRUST DATED

JUNE 15, 1937, AS AMENDED, EXECUTED BY UNION ELECTRIC COMPANY TO

THE BANK OF NEW YORK MELLON, AS TRUSTEE)

 

 

First Mortgage Bonds, Senior Notes

Series PP

This instrument was prepared by Gregory L. Nelson, Esq., Senior Vice President, General Counsel

and Secretary of Union Electric Company, 1901 Chouteau Avenue, St. Louis, Missouri 63103,

(314) 621-3222.

WHEN RECORDED MAIL TO:

Gerald L. Waters

Union Electric Company

1901 Chouteau Avenue

St. Louis, MO 63103


SUPPLEMENTAL INDENTURE, dated the 1st day of April, Two thousand and fourteen (2014) made by and between UNION ELECTRIC COMPANY, a corporation organized and existing under the laws of the State of Missouri (hereinafter called the “Company”), party of the first part, and The Bank of New York Mellon, formerly The Bank of New York (successor trustee to Bank of America, National Association, formerly Boatmen’s Trust Company), a bank existing under the laws of the State of New York (hereinafter called the “Trustee”), as Trustee under the Indenture of Mortgage and Deed of Trust dated June 15, 1937, hereinafter mentioned, party of the second part:

WHEREAS , the Company has heretofore executed and delivered to the Trustee its Indenture of Mortgage and Deed of Trust, dated June 15, 1937, as amended May 1, 1941, April 1, 1971, February 1, 1974, July 7, 1980, February 1, 2000, August 15, 2002 and May 15, 2012 (said Indenture of Mortgage and Deed of Trust as so amended, being hereinafter referred to as the “Original Indenture”), to secure the payment of the principal of and the interest (and premium, if any) on all bonds at any time issued and outstanding thereunder, and indentures supplemental thereto dated June 15, 1937, May 1, 1941, March 17, 1942, April 13, 1945, April 27, 1945, October 1, 1945, April 11, 1947, April 13, 1949, September 13, 1950, December 1, 1950, September 20, 1951, May 1, 1952, March 1, 1954, May 1, 1955, August 31, 1955, April 1, 1956, July 1, 1956, August 1, 1957, February 1, 1958, March 1, 1958, November 5, 1958, March 16, 1959, June 24, 1959, December 11, 1959, August 17, 1960, September 1, 1960, October 24, 1960, June 30, 1961, July 1, 1961, August 9, 1962, September 30, 1963, November 1, 1963, March 12, 1965, April 1, 1965, April 14, 1966, May 1, 1966, February 17, 1967, March 1, 1967, February 19, 1968, March 15, 1968, August 21, 1968, April 7, 1969, May 1, 1969, September 12, 1969, October 1, 1969, March 26, 1970, April 1, 1970, June 12, 1970, January 1, 1971, April 1, 1971, September 15, 1971, December 3, 1973, February 1, 1974, April 25, 1974, February 3, 1975, March 1, 1975, June 11, 1975, May 12, 1976, August 16, 1976, April 26, 1977, October 15, 1977, November 7, 1977, December 1, 1977, August 1, 1978, October 12, 1979, November 1, 1979, July 7, 1980, August 1, 1980, August 20, 1980, February 1, 1981, October 8, 1981, August 27, 1982, September 1, 1982, December 15, 1982, March 1, 1983, June 21, 1984, December 12, 1984, June 11, 1985, March 1, 1986, May 1, 1986, May 1, 1990, December 1, 1991, December 4, 1991, January 1, 1992, September 30, 1992, October 1, 1992, December 1, 1992, February 1, 1993, February 18, 1993, May 1, 1993, August 1, 1993, October 1, 1993, January 1, 1994, February 1, 2000, August 15, 2002, March 5, 2003, April 1, 2003, July 15, 2003, October 1, 2003, February 1, 2004 (eight separate indentures supplemental thereto), May 1, 2004, September 1, 2004, January 1, 2005, July 1, 2005, December 1, 2005, June 1, 2007, April 1, 2008, June 1, 2008, March 1, 2009 and September 1, 2012 respectively, have heretofore been entered into between the Company and the Trustee; and

WHEREAS , Bonds have heretofore been issued by the Company under the Original Indenture as follows:

(1) $80,000,000 principal amount of First Mortgage and Collateral Trust Bonds, 3 3/4% Series due 1962, all of which have been redeemed prior to the date of the execution hereof;

(2) $90,000,000 principal amount of First Mortgage and Collateral Trust Bonds, 3 3/8% Series due 1971, which are described in the Supplemental Indenture dated May 1, 1941 (hereinafter called the “Supplemental Indenture of May 1, 1941”), all of which have been paid at maturity prior to the date of the execution hereof;

(3) $13,000,000 principal amount of First Mortgage and Collateral Trust Bonds, 2 3/4% Series due 1975, which are described in the Supplemental Indenture dated October 1, 1945 (hereinafter called the “Supplemental Indenture of October 1, 1945”), all of which have been paid at maturity prior to the date of the execution hereof;

(4) $25,000,000 principal amount of First Mortgage and Collateral Trust Bonds, 2 7/8% Series due 1980, which are described in the Supplemental Indenture dated December 1, 1950 (hereinafter called the “Supplemental Indenture of December 1, 1950”), all of which have been paid at maturity prior to the date of the execution hereof;

(5) $30,000,000 principal amount of First Mortgage and Collateral Trust Bonds, 3 1/4% Series due 1982, which are described in the Supplemental Indenture dated May 1, 1952 (hereinafter called the “Supplemental Indenture of May 1, 1952”), all of which have been paid at maturity prior to the date of the execution hereof;


(6) $40,000,000 principal amount of First Mortgage Bonds, 3 3/4% Series due 1986, which are described in the Supplemental Indenture dated July 1, 1956 (hereinafter called the “Supplemental Indenture of July 1, 1956”), all of which have been paid at maturity prior to the date of the execution hereof;

(7) $35,000,000 principal amount of First Mortgage Bonds, 4 3/8% Series due 1988, which are described in the Supplemental Indenture dated March 1, 1958 (hereinafter called the “Supplemental Indenture of March 1, 1958”), all of which have been paid at maturity prior to the date of the execution hereof;

(8) $50,000,000 principal amount of First Mortgage Bonds, 4 3/4% Series due 1990 (herein called the “Bonds of 1990 Series”), which are described in the Supplemental Indenture dated September 1, 1960 (hereinafter called the “Supplemental Indenture of September 1, 1960”), all of which have been paid at maturity prior to the date of the execution hereof;

(9) $30,000,000 principal amount of First Mortgage Bonds, 4 3/4% Series due 1991, which are described in the Supplemental Indenture dated July 1, 1961 (hereinafter called the “Supplemental Indenture of July 1, 1961”), all of which have been paid at maturity prior to the date of the execution hereof;

(10) $30,000,000 principal amount of First Mortgage Bonds, 4 1/2% Series due 1993, which are described in the Supplemental Indenture dated November 1, 1963 (hereinafter called the “Supplemental Indenture of November 1, 1963”), all of which have been redeemed prior to the date of the execution hereof;

(11) $35,000,000 principal amount of First Mortgage Bonds, 4 1/2% Series due 1995, which are described in the Supplemental Indenture dated April 1, 1965 (hereinafter called the “Supplemental Indenture of April 1, 1965”), all of which have been paid at maturity prior to the date of the execution hereof;

(12) $30,000,000 principal amount of First Mortgage Bonds, 5 1/2% Series due 1996, which are described in the Supplemental Indenture dated May 1, 1966 (hereinafter called the “Supplemental Indenture of May 1, 1966”), all of which have been paid at maturity prior to the date of the execution hereof;

(13) $40,000,000 principal amount of First Mortgage Bonds, 5 1/2% Series due 1997, which are described in the Supplemental Indenture dated March 1, 1967 (hereinafter called the “Supplemental Indenture of March 1, 1967”), all of which have been paid at maturity prior to the date of the execution hereof;

(14) $50,000,000 principal amount of First Mortgage Bonds, 7% Series due 1998, which are described in the Supplemental Indenture dated March 15, 1968 (hereinafter called the “Supplemental Indenture of March 15, 1968”), all of which have been redeemed prior to the date of the execution hereof;

(15) $35,000,000 principal amount of First Mortgage Bonds, 7 3/8% Series due 1999, which are described in the Supplemental Indenture dated May 1, 1969 (hereinafter called the “Supplemental Indenture of May 1, 1969”), all of which have been redeemed prior to the date of the execution hereof;

(16) $40,000,000 principal amount of First Mortgage Bonds, 8 1/4% Series due 1999, which are described in the Supplemental Indenture dated October 1, 1969 (hereinafter called the “Supplemental Indenture of October 1, 1969”), all of which have been redeemed prior to the date of the execution hereof;

 

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(17) $100,000,000 principal amount of First Mortgage Bonds, 9.95% Series due 1999, which are described in the Supplemental Indenture dated November 1, 1979 (hereinafter called the “Supplemental Indenture of November 1, 1979”), all of which have been redeemed prior to the date of the execution hereof;

(18) $60,000,000 principal amount of First Mortgage Bonds, 9% Series due 2000, which are described in the Supplemental Indenture dated April 1, 1970 (hereinafter called the “Supplemental Indenture of April 1, 1970”), all of which have been redeemed prior to the date of the execution hereof;

(19) $50,000,000 principal amount of First Mortgage Bonds, 7 7/8% Series due 2001, which are described in the Supplemental Indenture dated January 1, 1971 (hereinafter called the “Supplemental Indenture of January 1, 1971”), all of which have been redeemed prior to the date of the execution hereof;

(20) $50,000,000 principal amount of First Mortgage Bonds, 7 5/8% Series due 2001, which are described in the Supplemental Indenture dated April 1, 1971 (hereinafter called the “Supplemental Indenture of April 1, 1971”), all of which have been redeemed prior to the date of the execution hereof;

(21) $60,000,000 principal amount of First Mortgage Bonds, 8 1/8% Series due 2001, which are described in the Supplemental Indenture dated September 15, 1971 (hereinafter called the “Supplemental Indenture of September 15, 1971”), all of which have been redeemed prior to the date of the execution hereof;

(22) $70,000,000 principal amount of First Mortgage Bonds, 8 3/8% Series due 2004, which are described in the Supplemental Indenture dated February 1, 1974 (hereinafter called the “Supplemental Indenture of February 1, 1974”), all of which have been redeemed prior to the date of the execution hereof;

(23) $70,000,000 principal amount of First Mortgage Bonds, 10 1/2% Series due 2005, which are described in the Supplemental Indenture dated March 1, 1975 (hereinafter called the “Supplemental Indenture of March 1, 1975”), all of which have been redeemed prior to the date of the execution hereof;

(24) $70,000,000 principal amount of First Mortgage Bonds, 8 7/8% Series due 2006, which are described in the Supplemental Indenture dated August 16, 1976 (hereinafter called the “Supplemental Indenture of August 16, 1976”), all of which have been redeemed prior to the date of the execution hereof;

(25) $27,085,000 principal amount of First Mortgage Bonds, 5.80% Environmental Improvement Series 1977, which are described in the Supplemental Indenture dated October 15, 1977 (hereinafter called the “Supplemental Indenture of October 15, 1977”), all of which have been redeemed prior to the date of the execution hereof;

(26) $60,000,000 principal amount of First Mortgage Bonds, 8 5/8% Series due 2007, which are described in the Supplemental Indenture dated December 1, 1977 (hereinafter called the “Supplemental Indenture of December 1, 1977”), all of which have been redeemed prior to the date of the execution hereof;

(27) $55,000,000 principal amount of First Mortgage Bonds, 9.35% Series due 2008, which are described in the Supplemental Indenture dated August 1, 1978 (hereinafter called the “Supplemental Indenture of August 1, 1978”), all of which have been redeemed prior to the date of the execution hereof;

(28) $60,000,000 principal amount of First Mortgage Bonds, Environmental Improvement Series 1980, which are described in the Supplemental Indenture dated August 1, 1980 (hereinafter called the “Supplemental Indenture of August 1, 1980”), all of which have been redeemed prior to the date of the execution hereof;

(29) $150,000,000 principal amount of First Mortgage Bonds, 15 3/8% Series due 1991, which are described in the Supplemental Indenture dated February 1, 1981 (hereinafter called the “Supplemental Indenture of February 1, 1981”), all of which have been redeemed prior to the date of the execution hereof;

 

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(30) $125,000,000 principal amount of First Mortgage Bonds, 15% Series due 1992, which are described in the Supplemental Indenture dated September 1, 1982 (hereinafter called the “Supplemental Indenture of September 1, 1982”), all of which have been redeemed prior to the date of the execution hereof;

(31) $100,000,000 principal amount of First Mortgage Bonds, 13% Series due 2013, which are described in the Supplemental Indenture dated March 1, 1983 (hereinafter called the “Supplemental Indenture of March 1, 1983”), all of which have been redeemed prior to the date of the execution hereof;

(32) $100,000,000 principal amount of First Mortgage Bonds, 9 3/8% Series due 2016, which are described in the Supplemental Indenture dated March 1, 1986 (hereinafter called the “Supplemental Indenture of March 1, 1986”), all of which have been redeemed prior to the date of the execution hereof;

(33) $100,000,000 principal amount of First Mortgage Bonds, 8 7/8% Series due 1996, which are described in the Supplemental Indenture dated May 1, 1986 (hereinafter called the “Supplemental Indenture of May 1, 1986”), all of which have been redeemed prior to the date of the execution hereof;

(34) $60,000,000 principal amount of First Mortgage Bonds, Environmental Improvement Series 1990A, which are described in the Supplemental Indenture dated May 1, 1990 (hereinafter called the “Supplemental Indenture of May 1, 1990”), all of which have been redeemed prior to the date of the execution hereof;

(35) $125,000,000 principal amount of First Mortgage Bonds, 8 3/4% Series due 2021, which are described in the Supplemental Indenture dated December 1, 1991 (hereinafter called the “Supplemental Indenture of December 1, 1991”), all of which have been redeemed prior to the date of the execution hereof;

(36) $75,000,000 principal amount of First Mortgage Bonds, 8.33% Series due 2002, which are described in the Supplemental Indenture dated December 4, 1991 (hereinafter called the “Supplemental Indenture of December 4, 1991”), all of which have been paid at maturity prior to the date of the execution hereof;

(37) $100,000,000 principal amount of First Mortgage Bonds, 7.65% Series due 2003, which are described in the Supplemental Indenture dated January 1, 1992 (hereinafter called the “Supplemental Indenture of January 1, 1992”), all of which have been paid at maturity prior to the date of the execution hereof;

(38) $204,000,000 aggregate principal amount of First Mortgage Bonds, consisting of $100,000,000 principal amount of 6 3/4% Series due 1999 and $104,000,000 principal amount of 8 1/4% Series due 2022, which are described in the Supplemental Indenture dated October 1, 1992 (hereinafter called the “Supplemental Indenture of October 1, 1992”), all of which have been paid at maturity or redeemed, respectively, prior to the date of execution hereof;

(39) $170,000,000 aggregate principal amount of First Mortgage Bonds, consisting of $85,000,000 principal amount of 7 3/8% Series due 2004 and $85,000,000 principal amount of 8% Series due 2022, which are described in the Supplemental Indenture dated December 1, 1992 (hereinafter called the “Supplemental Indenture of December 1, 1992”), all of which have been paid at maturity or redeemed, respectively, prior to the date of the execution hereof;

(40) $188,000,000 principal amount of First Mortgage Bonds, 6 7/8% Series due 2004, which are described in the Supplemental Indenture dated February 1, 1993 (hereinafter called the “Supplemental Indenture of February 1, 1993”), all of which have been paid at maturity prior to the date of the execution hereof;

 

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(41) $148,000,000 principal amount of First Mortgage Bonds, 6 3/4% Series due 2008, which are described in the Supplemental Indenture dated May 1, 1993 (hereinafter called the “Supplemental Indenture of May 1, 1993”), all of which have been paid at maturity prior to the date of the execution hereof;

(42) $75,000,000 principal amount of First Mortgage Bonds, 7.15% Series due 2023, which are described in the Supplemental Indenture dated August 1, 1993 (hereinafter called the “Supplemental Indenture of August 1, 1993”), all of which have been redeemed prior to the date of the execution hereof;

(43) $44,000,000 principal amount of First Mortgage Bonds, Environmental Improvement Series 1993 (expected to mature in 2028), which are described in the Supplemental Indenture dated October 1, 1993 (hereinafter called the “Supplemental Indenture of October 1, 1993”), $5,000 of which are outstanding at the date of the execution hereof;

(44) $100,000,000 principal amount of First Mortgage Bonds, 7% Series due 2024, which are described in the Supplemental Indenture dated January 1, 1994 (hereinafter called the “Supplemental Indenture of January 1, 1994”), all of which have been redeemed prior to the date of the execution hereof;

(45) $173,000,000 principal amount of First Mortgage Bonds, Senior Notes Series AA, which are described in the Supplemental Indenture dated August 15, 2002 (hereinafter called the “Supplemental Indenture of August 15, 2002”), all of which have been deemed paid at maturity prior to the date of the execution hereof;

(46) $184,000,000 principal amount of First Mortgage Bonds, Senior Notes Series BB, which are described in the Supplemental Indenture dated March 5, 2003 (hereinafter called the “Supplemental Indenture of March 5, 2003”), all of which are outstanding at the date of the execution hereof;

(47) $114,000,000 principal amount of First Mortgage Bonds, Senior Notes Series CC, which are described in the Supplemental Indenture dated April 1, 2003 (hereinafter called the “Supplemental Indenture of April 1, 2003”), all of which are outstanding at the date of the execution hereof;

(48) $200,000,000 principal amount of First Mortgage Bonds, Senior Notes Series DD, which are described in the Supplemental Indenture dated July 15, 2003 (hereinafter called the “Supplemental Indenture of July 15, 2003”), $198,657,000 of which are outstanding at the date of the execution hereof;

(49) $200,000,000 principal amount of First Mortgage Bonds, Senior Notes Series EE, which are described in the Supplemental Indenture dated October 1, 2003 (hereinafter called the “Supplemental Indenture of October 1, 2003”), all of which have been deemed paid at maturity prior to the date of the execution hereof;

(50) $60,000,000 principal amount of First Mortgage Bonds, Environmental Improvement Series 2004A (1998A Bonds), which are described in the Supplemental Indenture dated February 1, 2004 (hereinafter called the “Series 2004A Supplemental Indenture of February 1, 2004”), all of which are outstanding at the date of the execution hereof;

(51) $50,000,000 principal amount of First Mortgage Bonds, Environmental Improvement Series 2004B (1998B Bonds), which are described in the Supplemental Indenture dated February 1, 2004 (hereinafter called the “Series 2004B Supplemental Indenture of February 1, 2004”), all of which are outstanding at the date of the execution hereof;

 

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(52) $50,000,000 principal amount of First Mortgage Bonds, Environmental Improvement Series 2004C (1998C Bonds), which are described in the Supplemental Indenture dated February 1, 2004 (hereinafter called the “Series 2004C Supplemental Indenture of February 1, 2004”), all of which are outstanding at the date of the execution hereof;

(53) $63,000,000 principal amount of First Mortgage Bonds, Environmental Improvement Series 2004D (2000B Bonds), which are described in the Supplemental Indenture dated February 1, 2004 (hereinafter called the “Series 2004D Supplemental Indenture of February 1, 2004”), all of which have been retired at the date of the execution hereof;

(54) $63,500,000 principal amount of First Mortgage Bonds, Environmental Improvement Series 2004E (2000A Bonds), which are described in the Supplemental Indenture dated February 1, 2004 (hereinafter called the “Series 2004E Supplemental Indenture of February 1, 2004”), all of which have been retired at the date of the execution hereof;

(55) $60,000,000 principal amount of First Mortgage Bonds, Environmental Improvement Series 2004F (2000C Bonds), which are described in the Supplemental Indenture dated February 1, 2004 (hereinafter called the “Series 2004F Supplemental Indenture of February 1, 2004”), all of which have been retired at the date of the execution hereof;

(56) $42,585,000 principal amount of First Mortgage Bonds, Environmental Improvement Series 2004G (1991 Bonds), which are described in the Supplemental Indenture dated February 1, 2004 (hereinafter called the “Series 2004G Supplemental Indenture of February 1, 2004”), all of which have been retired at the date of the execution hereof;

(57) $47,500,000 principal amount of First Mortgage Bonds, Environmental Improvement Series 2004H (1992 Bonds), which are described in the Supplemental Indenture dated February 1, 2004 (hereinafter called the “Series 2004H Supplemental Indenture of February 1, 2004”), all of which are outstanding at the date of the execution hereof;

(58) $104,000,000 principal amount of First Mortgage Bonds, Senior Notes Series FF, which are described in the Supplemental Indenture dated May 1, 2004 (hereinafter called the “Supplemental Indenture of May 1, 2004”), all of which are outstanding at the date of the execution hereof;

(59) $300,000,000 principal amount of First Mortgage Bonds, Senior Notes Series GG, which are described in the Supplemental Indenture dated September 1, 2004 (hereinafter called the “Supplemental Indenture of September 1, 2004”), $244,311,000 of which are outstanding at the date of the execution hereof;

(60) $85,000,000 principal amount of First Mortgage Bonds, Senior Notes Series HH, which are described in the Supplemental Indenture dated January 1, 2005 (hereinafter called the “Supplemental Indenture of January 1, 2005”), all of which are outstanding at the date of the execution hereof;

(61) $300,000,000 principal amount of First Mortgage Bonds, Senior Notes Series II, which are described in the Supplemental Indenture dated July 1, 2005 (hereinafter called the “Supplemental Indenture of July 1, 2005”), all of which are outstanding at the date of the execution hereof;

(62) $260,000,000 principal amount of First Mortgage Bonds, Senior Notes Series JJ, which are described in the Supplemental Indenture dated December 1, 2005 (hereinafter called the “Supplemental Indenture of December 1, 2005”), all of which are outstanding at the date of the execution hereof;

(63) $425,000,000 principal amount of First Mortgage Bonds, Senior Notes, Series KK, which are described in the Supplemental Indenture dated June 1, 2007 (hereinafter called the “Supplemental Indenture of June 1, 2007”), all of which are outstanding at the date of the execution hereof;

 

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(64) $250,000,000 principal amount of First Mortgage Bonds, Senior Notes, Series LL, which are described in the Supplemental Indenture dated April 1, 2008 (hereinafter called the “Supplemental Indenture of April 1, 2008”), $178,520,000 of which are outstanding at the date of the execution hereof;

(65) $450,000,000 principal amount of First Mortgage Bonds, Senior Notes, Series MM, which are described in the Supplemental Indenture dated June 1, 2008 (hereinafter called the “Supplemental Indenture of June 1, 2008”), $329,283,000 of which are outstanding at the date of the execution hereof;

(66) $350,000,000 principal amount of First Mortgage Bonds, Senior Notes, Series NN, which are described in the Supplemental Indenture dated March 1, 2009 (hereinafter called the “Supplemental Indenture of March 1, 2009”), all of which are outstanding at the date of the execution hereof; and

(67) $485,000,000 principal amount of First Mortgage Bonds, Senior Notes, Series OO, which are described in the Supplemental Indenture dated September 1, 2012 (hereinafter called the “Supplemental Indenture of September 1, 2012”), all of which are outstanding at the date of the execution hereof; and

WHEREAS , the Company on August 31, 1955 acquired all of the properties of Union Electric Power Company, the Subsidiary as defined in Article I of the Original Indenture, upon the dissolution of the Subsidiary; the Company, by Supplemental Indenture dated August 31, 1955, conveyed all of the properties so acquired (other than property of the character defined as excepted property in the granting clauses of the Original Indenture) to the Trustee upon the terms and trusts in the Original Indenture and the indentures supplemental thereto set forth for the equal and proportionate benefit and security of all present and future holders of the Bonds and coupons issued and to be issued thereunder, all the shares of stock of the Subsidiary were released from the lien of the Original Indenture; and the Company became entitled to change the general designation of the Bonds so as to omit the words “and Collateral Trust”; and

WHEREAS , the Articles of Incorporation of the Company were duly amended on April 23, 1956, to change its corporate name from “Union Electric Company of Missouri” to “Union Electric Company”; and

WHEREAS , the Articles of Agreement of the Trustee were duly amended effective on January 4, 1982 to change its corporate name from “St. Louis Union Trust Company” to “Centerre Trust Company of St. Louis”, and further amended on December 9, 1988, to change its corporate name from “Centerre Trust Company of St. Louis” to “Boatmen’s Trust Company”; and

WHEREAS , that on March 13, 1998, Boatmen’s Trust Company merged into NationsBank, National Association and effective July 5, 1999, changed its name to Bank of America, National Association; and

WHEREAS , that on February 1, 2000, The Bank of New York, as transferee of the corporate trust business of Bank of America, National Association (formerly known as Boatmen’s Trust Company), Trustee under the Original Indenture, became successor Trustee under the Original Indenture; and

WHEREAS , that effective as of July 1, 2008, The Bank of New York changed its name to The Bank of New York Mellon; and

WHEREAS , the Company is entitled at this time to have authenticated and delivered additional Bonds on the basis of “property additions” upon compliance with and pursuant to the provisions of Section 4 of Article III of the Original Indenture or on the basis of “refundable Bonds” upon compliance with and pursuant to the provisions of Section 5 of Article III of the Original Indenture; and

WHEREAS , the Company has entered into an Indenture dated as of August 15, 2002 (the “Senior Note Indenture”) with The Bank of New York, now known as Bank of New York Mellon, as trustee (the “Senior Note Trustee”) providing for the issuance from time to time of senior notes thereunder; and

 

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WHEREAS , the Company desires by this Supplemental Indenture to provide for the creation of, and the issuance to the Senior Note Trustee of, a new series of Bonds under the Original Indenture as security for $350,000,000 aggregate principal amount of the Company’s 3.50% Senior Secured Notes due 2024 (the “Senior Notes”) to be issued under the Senior Note Indenture, to have the designation provided in Article I, Section 1 hereof (herein called the “New Bonds”), and the Original Indenture provides that certain terms and provisions, as determined by the Board of Directors of the Company, of the Bonds of any particular series may be expressed in and provided by the execution of an appropriate supplemental indenture; and

WHEREAS , the Original Indenture provides that the Company and the Trustee may enter into indentures supplemental to the Original Indenture specifically to convey, transfer and assign to the Trustee and to subject to the lien of the Original Indenture additional properties acquired by the Company; and

WHEREAS , the Company, in the exercise of the powers and authority conferred upon and reserved to it under the provisions of the Original Indenture and pursuant to appropriate resolutions of the Board of Directors, has duly resolved and determined to make, execute and deliver to the Trustee a Supplemental Indenture in the form hereof for the purposes herein provided; and

WHEREAS , all conditions and requirements necessary to make this Supplemental Indenture a valid, binding and legal instrument have been done, performed and fulfilled and the execution and delivery hereof have been in all respects duly authorized;

NOW, THEREFORE, THIS INDENTURE WITNESSETH:

That, in consideration of the premises and of the mutual covenants herein contained and of the acceptance of this trust by the Trustee and of the sum of One Dollar duly paid by the Trustee to the Company at or before the time of the execution of this Supplemental Indenture, and of other valuable considerations, the receipt whereof is hereby acknowledged, and in order further to secure the payment of the principal of and interest (and premium, if any) on all Bonds at any time issued and outstanding under the Original Indenture, according to their tenor and effect, and to secure the Senior Notes, the Company has executed and delivered this Supplemental Indenture and has granted, bargained, sold, warranted, aliened, remised, released, conveyed, assigned, transferred, mortgaged, pledged, set over and confirmed and by these presents does grant, bargain, sell, warrant, alien, remise, release, convey, assign, transfer, mortgage, pledge, set over and confirm unto The Bank of New York Mellon, as Trustee, and to its successors in trust under the Original Indenture forever, all and singular the following described properties (in addition to all other properties heretofore subjected to the lien of the Original Indenture and not heretofore released from the lien thereof)—that is to say:

FIRST.

ALL (except as in the Original Indenture expressly excepted) power houses, plants, buildings and other structures, dams, dam sites, substations, heating plants, gas works, holders and tanks, together with all and singular the electric, heating, gas and mechanical appliances appurtenant thereto of every nature whatsoever, now owned by the Company, including all and singular the machinery, engines, boilers, furnaces, generators, dynamos, turbines and motors, and all and every character of mechanical appliance for generating or producing electricity, steam, gas and other agencies for light, heat, cold, or power or other purposes, and all transmission and distribution systems used for the transmission and distribution of electricity, steam, gas and other agencies for light, heat, cold or power or any other purpose whatsoever, whether underground or overhead, surface or otherwise, now owned by the Company, including all poles, towers, posts, wires, cables, conduits, manholes, mains, pipes, tubes, drains, furnaces, switchboards, transformers, conductors, insulators, supports, meters, lamps, fuses, junction boxes, regulator stations, and other electric, steam and gas fixtures and apparatus; all of the aforementioned property being located in the City of St. Louis, the counties of Adair, Audrain, Benton, Bollinger, Boone, Butler, Caldwell, Callaway, Camden, Cape Girardeau, Clark, Clay, Clinton, Cole, Cooper, Crawford, Daviess, Dunklin, Franklin, Gasconade, Howard, Iron, Jefferson, Knox, Lewis, Lincoln, Livingston, Macon, Madison, Maries, Marion, Miller, Mississippi, Moniteau, Montgomery, Morgan, New Madrid, Osage, Pemiscot, Perry, Pettis, Phelps, Pike, Pulaski, Ralls, Randolph, Ray, Reynolds, Ripley, St. Charles, St. Francois, Ste. Genevieve, St. Louis, Saline, Schuyler, Scott, Stoddard, Warren, Washington, and Wayne, Missouri, the counties of Clay, Hancock, Henderson, Madison, Marion, Perry, Piatt and St. Clair, Illinois, and the counties of Des Moines, Henry, Johnson, Lee, and Washington, Iowa, upon real estate

 

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owned by the Company, or occupied by it under rights to so occupy, which real estate is described in, or added through the provisions of, the Indenture of Mortgage and Deed of Trust dated June 15, 1937, the Supplemental Indentures dated May 1, 1941, March 17, 1942, April 13, 1945, April 27, 1945, October 1, 1945, April 11, 1947, April 13, 1949, September 13, 1950, December 1, 1950, September 20, 1951, May 1, 1952, March 1, 1954, May 1, 1955, August 31, 1955, April 1, 1956, July 1, 1956, August 1, 1957, February 1, 1958, March 1, 1958, November 5, 1958, March 16, 1959, June 24, 1959, December 11, 1959, August 17, 1960, September 1, 1960, October 24, 1960, June 30, 1961, July 1, 1961, August 9, 1962, September 30, 1963, November 1, 1963, March 12, 1965, April 1, 1965, April 14, 1966, May 1, 1966, February 17, 1967, March 1, 1967, February 19, 1968, March 15, 1968, August 21, 1968, April 7, 1969, May 1, 1969, September 12, 1969, October 1, 1969, March 26, 1970, April 1, 1970, June 12, 1970, January 1, 1971, April 1, 1971, September 15, 1971, December 3, 1973, February 1, 1974, April 25, 1974, February 3, 1975, March 1, 1975, June 11, 1975, May 12, 1976, August 16, 1976, April 26, 1977, October 15, 1977, November 7, 1977, December 1, 1977, August 1, 1978, October 12, 1979, November 1, 1979, July 7, 1980, August 1, 1980, August 20, 1980, February 1, 1981, October 8, 1981, August 27, 1982, September 1, 1982, December 15, 1982, March 1, 1983, June 21, 1984, December 12, 1984, June 11, 1985, March 1, 1986, May 1, 1986, May 1, 1990, December 1, 1991, December 4, 1991, January 1, 1992, September 30, 1992, October 1, 1992, December 1, 1992, February 1, 1993, February 18, 1993, May 1, 1993, August 1, 1993, October 1, 1993, January 1, 1994, February 1, 2000, August 15, 2002, March 5, 2003, April 1, 2003, July 15, 2003, October 1, 2003, February 1, 2004 (eight separate supplemental indentures), May 1, 2004, September 1, 2004, January 1, 2005, July 1, 2005, December 1, 2005, June 1, 2007, April 1, 2008, June 1, 2008, March 1, 2009, May 15, 2012, September 1, 2012 and this Supplemental Indenture, or attached to or connected with such real estate or transmission or distribution systems of the Company leading from or into such real estate.

SECOND.

ALSO, (except as in the Original Indenture expressly excepted) all franchises and all permits, ordinances, easements, privileges, immunities and licenses, all rights to construct, maintain and operate overhead, surface and underground systems for the distribution and transmission of electricity, steam, gas or other agencies for the supply to itself or others of light, heat, cold or power, all rights-of-way, all waters, water rights and flowage rights and all grants and consents, now owned or, subject to the provisions of Article XII of the Original Indenture, which it may hereafter acquire.

ALSO , (except as in the Original Indenture expressly excepted) all inventions, patent rights and licenses of every kind now owned by the Company or, subject to the provisions of Article XII of the Original Indenture, which it may hereafter acquire.

THIRD.

ALSO , subject to the provisions of Article XII of the Original Indenture, all other property, real, personal and mixed (except as therein or herein expressly excepted) of every nature and kind and wheresoever situated now or hereafter possessed by or belonging to the Company, or to which it is now, or may at any time hereafter be, in any manner entitled at law or in equity.

EXPRESSLY EXCEPTING AND EXCLUDING, HOWEVER, from this Supplemental Indenture and from the lien and operation hereof:

(a) all property expressly excepted and excluded from the Original Indenture, and from the lien and operation thereof; and

(b) when the amendment set forth in Section 2 of Article III of the Supplemental Indenture dated May 15, 2012 becomes effective, all Excepted Property as defined in such Section.

TO HAVE AND TO HOLD all said properties, real, personal and mixed, mortgaged, pledged and conveyed by the Company as aforesaid, or intended so to be, unto the Trustee and its successors and assigns forever;

 

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SUBJECT, HOWEVER, to the exceptions and reservations and matters hereinabove recited, to existing leases, to existing liens upon rights of way for transmission or distribution line purposes, as defined in Article I of the Original Indenture, and any extensions thereof, and subject to existing easements for streets, alleys, highways, rights-of-way and railroad purposes over, upon and across certain of the property hereinbefore described, and subject also to all the terms, conditions, agreements, covenants, exceptions and reservations expressed or provided in the deeds or other instruments respectively under and by virtue of which the Company acquired the properties hereinabove described, and to undetermined liens and charges, if any, incidental to construction or other existing permitted liens as defined in Article I of the Original Indenture;

IN TRUST, NEVERTHELESS, upon the terms and trusts in the Original Indenture and the indentures supplemental thereto, including this Supplemental Indenture, set forth, for the equal and proportionate benefit and security of all present and future holders of the Bonds and coupons issued and to be issued thereunder, or any of them, without preference of any of said Bonds and coupons of any particular series over the Bonds and coupons of any other series, by reason of priority in the time of the issue, sale or negotiation thereof, or by reason of the purpose of issue or otherwise howsoever, except as otherwise provided in Section 2 of Article IV of the Original Indenture.

AND IT IS HEREBY COVENANTED, DECLARED AND AGREED, by and between the parties hereto, for the benefit of those who shall hold the Bonds and coupons, or any of them to be issued under the Original Indenture, as follows:

ARTICLE I

DESCRIPTION OF THE NEW BONDS

Section 1. There is hereby created a new series of Bonds to be executed, authenticated and delivered under and secured by the Original Indenture which shall, subject to the provisions of Section 1 of Article II of the Original Indenture, be designated as “First Mortgage Bonds, Senior Notes Series PP” (the “New Bonds”) of the Company. The New Bonds shall be executed, authenticated and delivered in accordance with the provisions of, and shall in all respects be subject to all of the terms, conditions and covenants of, the Original Indenture and shall be issued to, and registered in the name of, the Senior Note Trustee under the Senior Note Indenture to secure any and all obligations of the Company under the Senior Notes and any other series of senior notes from time to time outstanding under the Senior Note Indenture.

The New Bonds shall mature on April 15, 2024, and shall bear interest at the rate per annum set forth in the form of the New Bond contained in Section 3 of this Article I, payable semi-annually on the 15th day of April and the 15th day of October in each year, commencing on October 15, 2014, and at maturity. The New Bonds shall be payable as to principal and interest in any coin or currency of the United States of America which at the time of payment is legal tender for public and private debts, and shall be payable, in immediately available funds, at the office of the Senior Note Trustee.

Section 2. The New Bonds shall not be assignable or transferable except as permitted or required by Section 4.04 of the Senior Note Indenture. Any such transfer shall be effected at the principal office or place of business of the Trustee under the Original Indenture. The New Bonds are exchangeable for the New Bonds of other denominations, as in the Original Indenture provided, except that payment of a service charge therefor will not be required by the Company.

Notwithstanding the provisions of Section 6 of Article II of the Original Indenture, the New Bonds shall be dated the date of authentication and shall bear interest from the interest payment date to which interest on the New Bonds has been paid next preceding the date thereof, unless such date is an interest payment date to which interest has been paid, in which case they shall bear interest from the date thereof, or unless the date thereof is prior to October 15, 2014, in which case they shall bear interest from April 4, 2014; provided, however, that, subject to the provisions of this Section with respect to failure by the Company to pay any interest on an interest payment date, the holder of any New Bond dated after a record date (as hereinafter defined) for the payment of interest and prior to the date of payment of such interest shall not be entitled to payment of such interest and shall have no claim against the Company with respect thereto.

 

10


The person in whose name any New Bond is registered at the close of business on any record date with respect to any interest payment date shall be entitled to receive the interest payable on such interest payment date notwithstanding the cancellation of such Bond upon any transfer or exchange thereof subsequent to the record date and prior to such interest payment date, except if and to the extent the Company shall default in the payment of the interest due on such interest payment date, in which case such defaulted interest shall be paid to the person in whose name such Bond is registered on the date of payment of such defaulted interest or on a subsequent record date for such payment if one shall have been established as hereinafter provided. A subsequent record date may be established by the Company by notice mailed to the holders of the New Bonds not less than ten days preceding such record date, which record date shall be not more than thirty days prior to the subsequent interest payment date. The term “record date” as used in this Section with respect to any regular interest payment date shall mean the April 1 or October 1, as the case may be, next preceding such interest payment date, or, if such April 1 or October 1 shall be a legal holiday in the State of New York or in the State of Missouri or a day on which banking institutions in the Borough of Manhattan, The City of New York, or the City of St. Louis, Missouri, are authorized by law to close, the next preceding day which shall not be a legal holiday or a day on which such institutions are so authorized to close.

Upon any payment of the principal of, premium, if any, and interest on, all or any portion of the Senior Notes, whether at maturity or prior to maturity by redemption or otherwise or upon provision for the payment thereof having been made in accordance with Section 5.01(a) of the Senior Note Indenture, the New Bonds in a principal amount equal to the principal amount of such Senior Notes shall, to the extent of such payment of principal, premium, if any, and interest, be deemed paid and the obligation of the Company thereunder to make such payment shall be discharged to such extent and, in the case of the payment of principal (and premium, if any), such New Bonds shall be surrendered to the Company for cancellation as provided in Section 4.08 of the Senior Note Indenture. The Trustee may at any time and all times conclusively assume that the obligation of the Company to make payments with respect to the principal of, premium, if any, and interest on the Senior Notes, so far as such payments at the time have become due, has been fully satisfied and discharged pursuant to the foregoing sentence unless and until the Trustee shall have received a written notice from the Senior Note Trustee signed by one of its officers stating (i) the timely payment of principal, or premium, if any, or interest on, the Senior Notes has not been made, (ii) that the Company is in arrears as to the payments required to be made by it to the Senior Note Trustee pursuant to the Senior Note Indenture, and (iii) the amount of the arrearage.

Section 3. The New Bonds and the Trustee’s certificate on the New Bonds shall be substantially in the following forms respectively:

[FORM OF FACE OF NEW BOND]

 

No.    $

NOTWITHSTANDING ANY PROVISIONS HEREOF OR IN THE ORIGINAL INDENTURE THIS BOND

IS NOT ASSIGNABLE OR TRANSFERABLE EXCEPT AS PERMITTED OR REQUIRED BY

SECTION 4.04 OF THE INDENTURE DATED AS OF AUGUST 15, 2002, BETWEEN UNION ELECTRIC

COMPANY AND THE BANK OF NEW YORK MELLON, AS TRUSTEE.

UNION ELECTRIC COMPANY

(Incorporated under the laws of the State of Missouri)

First Mortgage Bonds, Senior Notes Series PP

UNION ELECTRIC COMPANY , a corporation organized and existing under the laws of the State of Missouri (hereinafter called the “Company”, which term shall include any successor corporation as defined in the Amended Indenture referred to on the reverse hereof), for value received, hereby promises to pay to The Bank of New York Mellon, as trustee under the Senior Note Indenture hereinafter referred to, or registered assigns, the sum of                              Dollars, on the 15th day of April, 2024 in any coin or currency of the United States of America which at the time of payment is legal tender for public and private debts, and to pay interest thereon, in like coin or currency, at the rate of THREE AND FIFTY HUNDREDTHS per centum (3.50%) per annum, payable semi-annually, on April 15 and October 15 in each year until maturity, commencing October 15, 2014, and at maturity or, if the Company shall default in the payment of the principal hereof, until the Company’s obligation with respect to the payment of such principal shall be discharged as provided in the Amended Indenture

 

11


referred to on the reverse hereof. Such interest shall be payable from the April 15 or October 15, as the case may be, next preceding the date hereof to which interest has not been paid, unless the date hereof is a April 15 or October 15 to which interest has been paid, in which case from the date hereof, or unless the date hereof is prior to the first payment of interest, in which case from April 4, 2014. The interest so payable will be paid to the person in whose name this Bond, or the Bond in exchange or substitution for which this Bond shall have been issued, shall have been registered at the close of business on the April 1 or October 1, as the case may be, next preceding the date of payment, subject to certain exceptions set forth in the Amended Indenture. The principal of, premium, if any, and interest on, this Bond are payable, in immediately available funds, at the office of the Senior Note Trustee hereinafter referred to.

Under an Indenture dated as of August 15, 2002 (the “Senior Note Indenture”) between the Company and The Bank of New York Mellon, formerly The Bank of New York, as trustee (the “Senior Note Trustee”), the Company will issue, concurrently with the issuance of this Bond, an issue of notes under the Senior Note Indenture entitled “3.50% Senior Secured Notes due 2024” (the “Senior Notes”). Pursuant to Article IV of the Senior Note Indenture, this Bond is issued to the Senior Note Trustee to secure any and all obligations of the Company under the Senior Notes and any other series of senior notes from time to time outstanding under the Senior Note Indenture. Payment of principal of, or premium, if any, or interest on, the Senior Notes shall constitute payments on this Bond as further provided herein and in the Supplemental Indenture dated April 1, 2014 pursuant to which this Bond has been issued (the “Supplemental Indenture”).

Upon any payment of the principal of, premium, if any, and interest on, all or any portion of the Senior Notes, whether at maturity or prior to maturity by redemption or otherwise or upon provision for the payment thereof having been made in accordance with Section 5.01(a) of the Senior Note Indenture, a principal amount of this Bond equal to the principal amount of such Senior Notes shall, to the extent of such payment of principal, premium, if any, and interest, be deemed paid and the obligation of the Company thereunder to make such payment shall be discharged to such extent and, in the case of the payment of principal (and premium, if any), such bonds shall be surrendered to the Company for cancellation as provided in Section 4.08 of the Senior Note Indenture. The Trustee (as hereinafter defined) may at any time and all times conclusively assume that the obligation of the Company to make payments with respect to the principal of, premium, if any, and interest on, the Senior Notes, so far as such payments at the time have become due, has been fully satisfied and discharged pursuant to the foregoing sentence unless and until the Trustee shall have received a written notice from the Senior Note Trustee signed by one of its officers stating (i) that timely payment of principal of, premium, if any, or interest on, the Senior Notes has not been made, (ii) that the Company is in arrears as to the payments required to be made by it to the Senior Note Trustee pursuant to the Senior Note Indenture, and (iii) the amount of the arrearage.

For purposes of Section 4.09 of the Senior Note Indenture, this Bond shall be deemed to be the “Related Series of Senior Note First Mortgage Bonds” in respect of the Senior Notes.

This Bond shall not be entitled to any benefit under the Amended Indenture or any indenture supplemental thereto, or become valid or obligatory for any purpose, until The Bank of New York Mellon, the Trustee under the Amended Indenture, or a successor trustee thereto under the Amended Indenture, or an agent therefor, shall have signed the form of certificate endorsed hereon.

The provisions of this Bond are continued on the reverse hereof and such continued provisions shall for all purposes have the same effect as though fully set forth at this place.

 

12


IN WITNESS WHEREOF, Union Electric Company has caused this Bond to be signed in its name by its Chairman of the Board or President or a Vice President by manual signature or a facsimile thereof, and its corporate seal (or a facsimile thereof) to be hereto affixed and attested by its Secretary or an Assistant Secretary by manual signature or a facsimile thereof.

 

Dated

   
    UNION ELECTRIC COMPANY
    By  

 

 

[CORPORATE SEAL]
Attest:

 

[FORM OF TRUSTEE’S CERTIFICATE]

This Bond is one of the Bonds, of the series designated therein, described in the within-mentioned Amended Indenture and Supplemental Indenture of April 1, 2014.

 

THE BANK OF NEW YORK MELLON, as

TRUSTEE

By

 

 

 

Authorized Officer

 

13


[FORM OF REVERSE OF NEW BOND]

This Bond is one of a duly authorized issue of Bonds of the Company (herein called the “Bonds”), in unlimited aggregate principal amount, of the series hereinafter specified, all issued and to be issued under and equally secured by the Indenture of Mortgage and Deed of Trust, dated June 15, 1937, executed by the Company to The Bank of New York Mellon, formerly The Bank of New York (successor trustee to Bank of America, National Association, formerly Boatmen’s Trust Company), as trustee (herein called the “Trustee”), as amended by indentures supplemental thereto dated May 1, 1941, April 1, 1971, February 1, 1974, July 7, 1980, February 1, 2000, August 15, 2002 and May 15, 2012, between the Company and the Trustee (said mortgage and deed of trust, as so amended, being herein called the “Amended Indenture”), to which Amended Indenture and all indentures supplemental thereto reference is hereby made for a description of the properties mortgaged and pledged, the nature and extent of the security, the rights of the bearers or registered owners of the Bonds and of the Trustee in respect thereto, and the terms and conditions upon which the Bonds are, and are to be, secured. To the extent permitted by, and as provided in, the Amended Indenture, modifications or alterations of the Amended Indenture, or of any indenture supplemental thereto, and of the rights and obligations of the Company and of the holders of the Bonds may be made with the consent of the Company by an affirmative vote of not less than 60% in amount of the Bonds entitled to vote then outstanding, at a meeting of Bondholders called and held as provided in the Amended Indenture, and by an affirmative vote of not less than 60% in amount of the Bonds of any series entitled to vote then outstanding and affected by such modification or alteration, in case one or more but less than all of the series of Bonds then outstanding under the Amended Indenture are so affected. Additionally, the Company may amend the Amended Indenture, as supplemented, by an appropriate written consent of not less than 60% in aggregate principal amount of the Bonds outstanding (and, if the rights of one or more, but less than all, series of Bonds then outstanding are to be affected by action taken pursuant to such consent, then also by consent of the holders of at least 60% in principal amount of each series of Bonds so to be affected and outstanding hereunder) without a meeting of such Bondholders. No such modification or alteration shall be made which will affect the terms of payment of the principal of, or interest or premium on, this Bond, which are unconditional. The Bonds may be issued in series, for various principal sums, may mature at different times, may bear interest at different rates and may otherwise vary as in the Amended Indenture provided. This Bond is one of a series designated as the “First Mortgage Bonds, Senior Notes Series PP” (herein called the “Bonds of this Series”) of the Company, issued under and secured by the Amended Indenture and described in the indenture (hereinafter called the “New Supplemental Indenture”) dated April 1, 2014, between the Company and the Trustee, supplemental to the Amended Indenture.

The Bonds of this Series are not entitled to the benefit of any improvement, maintenance or analogous fund.

This Bond is not redeemable except on the date, in the principal amount and for the redemption price that correspond to the redemption date for, the principal amount to be redeemed of, and the redemption price for, the Senior Notes, and except upon written demand of the Senior Note Trustee following the occurrence of an event of default under the Senior Note Indenture and the acceleration of the Senior Notes, as provided in Section 8.01 of the Senior Note Indenture.

In case an event of default, as defined in the Amended Indenture, shall occur, the principal of all the Bonds at any such time outstanding under the Amended Indenture may be declared or may become due and payable, upon the conditions and in the manner and with the effect provided in the Amended Indenture. The Amended Indenture provides that such declaration may in certain events be waived by the holders of a majority in principal amount of the Bonds outstanding.

This Bond shall not be assignable or transferable except as permitted or required by Section 4.04 of the Senior Note Indenture. This Bond is exchangeable by the registered owner hereof, in person or by duly authorized attorney, on the books of the Company to be kept for that purpose at the office of the Company in the City of St. Louis, Missouri, upon surrender and cancellation of this Bond and on presentation of a duly executed written instrument of transfer, and thereupon a new Bond or Bonds of the same series, of the same aggregate principal amount and in authorized denominations will be issued to the transferee or transferees in exchange herefor, without payment of any charge other than stamp taxes and other governmental charges incident thereto; and this Bond with or without others of like series, may in like manner be exchanged for one or more new Bonds of the same series of other authorized denominations but of the same aggregate principal amount; all subject to the terms and conditions set forth in the Amended Indenture.

 

14


No recourse shall be had for the payment of the principal of, premium, if any, or the interest on, this Bond, or for any claim based hereon or on the Amended Indenture or any indenture supplemental thereto, against any incorporator, or against any stockholder, director or officer, past, present or future, of the Company, or of any predecessor or successor corporation, either directly or through the Company or any such predecessor or successor corporation, whether for amounts unpaid on stock subscriptions or by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise, all such liability, whether at common law, in equity, by any constitution, statute or otherwise, of incorporators, stockholders, directors or officers being released by every owner hereof by the acceptance of this Bond and as part of the consideration for the issue hereof, and being likewise released by the terms of the Amended Indenture.

[END OF FORM OF REVERSE OF NEW BOND]

Section 4. Until New Bonds in definitive form are ready for delivery, the Company may execute, and upon its request in writing the Trustee shall authenticate and deliver, in lieu thereof, New Bonds in temporary form, as provided in Section 9 of Article II of the Original Indenture.

ARTICLE II

ISSUE OF THE NEW BONDS

Section 1. The principal amount of the New Bonds which may be authenticated and delivered hereunder is limited to an amount equal to the principal amount of the Senior Notes issued under the Senior Note Indenture and secured thereby and are further subject to the limitations regarding the principal amount of Bonds which may be issued under the Original Indenture set forth therein.

Section 2. The New Bonds in the aggregate principal amount of Three Hundred Fifty Million Dollars ($350,000,000), being the initial issue of the New Bonds, may forthwith at any time or from time to time be executed by the Company and delivered to the Trustee and shall be authenticated by the Trustee and delivered (either before or after the filing or recording hereof) to or upon the order of the Company, upon compliance by the Company with the applicable provisions of Article III and Article XVIII of the Original Indenture.

Section 3. For purposes of Section 4.09 of the Senior Note Indenture, the New Bonds shall be deemed to be the “Related Series of Senior Notes First Mortgage Bonds” in respect of the Senior Notes.

ARTICLE III

REDEMPTION OF THE NEW BONDS

Section 1. The New Bonds are not redeemable except on the date, in the principal amount and for the redemption price that correspond to the redemption date for, the principal amount to be redeemed of, and the redemption price for, the Senior Notes, and except as set forth in Section 2 of this Article III.

In the event that the Company redeems any Senior Notes prior to maturity in accordance with the provisions of the Senior Note Indenture, the Senior Note Trustee shall on the same date deliver to the Company the New Bonds in principal amount corresponding to the Senior Notes so redeemed, as provided in Section 4.08 of the Senior Note Indenture. The Company agrees to give the Senior Note Trustee notice of any such redemption of the Senior Notes on or before the date fixed for any such redemption. There shall be no improvement, maintenance or analogous fund for the New Bonds.

Section 2. Upon the occurrence of an event of default under the Senior Note Indenture and the acceleration of the Senior Notes, the New Bonds shall be redeemable in whole upon receipt by the Trustee of a written demand (hereinafter called a “PP Redemption Demand”) from the Senior Note Trustee stating that there has

 

15


occurred under the Senior Note Indenture both an event of default and a declaration of acceleration of payment of principal, accrued interest and premium, if any, on the Senior Notes specifying the last date to which interest on such Senior Notes has been paid (such date being hereinafter referred to as the “PP Initial Interest Accrual Date”) and demanding redemption of the New Bonds. The Company waives any right it may have to prior notice of such redemption under the Original Indenture. Upon surrender of the New Bonds by the Senior Note Trustee to the Trustee, the New Bonds shall be redeemed at a redemption price equal to the principal amount thereof plus accrued interest thereon from the PP Initial Interest Accrual Date to the date of the PP Redemption Demand; provided, however, that in the event of a rescission or annulment of acceleration of the Senior Notes pursuant to the last paragraph of Section 8.01(a) of the Senior Note Indenture, then any PP Redemption Demand shall thereby be deemed to be rescinded by the Senior Note Trustee although no such rescission or annulment shall extend to or affect any subsequent default or impair any right consequent thereon.

ARTICLE IV

COVENANTS

The Company hereby covenants, warrants and agrees;

Section 1. That the Company is lawfully seized and possessed of all of the mortgaged property described in the granting clauses of this Supplemental Indenture to the extent shown on its books and records as of the date hereof; that it has good right and lawful authority to mortgage the same as provided in this Supplemental Indenture; and that such mortgaged property will be, at the actual date of the issue of the New Bonds, free and clear of any deed of trust, mortgage, lien, charge or encumbrance thereon or affecting the title thereto prior to the lien of the Original Indenture, except for permitted liens and as set forth in the granting clauses of the Original Indenture and this Supplemental Indenture.

Section 2. That, so long as any of the New Bonds are outstanding, whenever any officers’ certificate is required to be filed or deposited with the Trustee pursuant to Section 3(b) of Article III of the Original Indenture upon an application for the authentication of additional Bonds pursuant to Article III of the Original Indenture, such officers’ certificate shall include, in addition to the matters required to be stated therein by said Section 3(b), the statement with respect to the net earnings of the Company available for interest after property retirement appropriations required by Section 2 of Article V of the Supplemental Indenture of July 1, 1956.

ARTICLE V

THE TRUSTEE

The Trustee hereby accepts the trusts hereby declared and provided, and agrees to perform the same upon the terms and conditions in the Original Indenture and in this Supplemental Indenture set forth, and upon the following terms and conditions:

The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or the due execution hereof by the Company or for or in respect of the recitals contained herein, all of which recitals are made by the Company solely.

ARTICLE VI

MISCELLANEOUS PROVISIONS.

Section 1. Except as otherwise defined herein, all terms contained in this Supplemental Indenture shall, for all purposes thereof, have the meanings given to such terms in Article I of the Original Indenture.

Section 2. This Supplemental Indenture may be simultaneously executed in any number of counterparts, each of which when so executed shall be deemed to be an original; but such counterparts shall together constitute but one and the same instrument.

 

16


IN WITNESS WHEREOF , said Union Electric Company has caused this Supplemental Indenture to be executed on its behalf by its Chairman of the Board or President or one of its Vice Presidents and its corporate seal to be hereto affixed and said seal and this Supplemental Indenture to be attested by its Secretary or one of its Assistant Secretaries; and said The Bank of New York Mellon, in evidence of its acceptance of the trust hereby created, has caused this Supplemental Indenture to be executed on its behalf by its President or one of its Vice Presidents, and its corporate seal to be hereto affixed and said seal and this Supplemental Indenture to be attested by one of its Vice Presidents, its Secretary, or one of its Assistant Secretaries; all as of the 1st day of April, Two thousand and fourteen.

 

Attested:     

UNION ELECTRIC COMPANY,

1901 Chouteau Avenue

St. Louis, Missouri 63103

/s/ G.L. Waters

     By:   

/s/ Bruce A. Steinke

G. L. Waters      Name:    Bruce A. Steinke
Assistant Secretary      Title:    Senior Vice President – Finance
        and Chief Accounting Officer

Signed, sealed and delivered by

UNION ELECTRIC COMPANY

in the presence of:

       

/s/ Sue E. Whitman

       

/s/ Craig W. Stensland

       
As Witnesses        

 

17


Attested:      THE BANK OF NEW YORK MELLON,

/s/ Francine Kincaid

     By:   

/s/ Laurence J. O’Brien

Francine Kincaid      Name:    Laurence J. O’Brien
Vice President         Vice President

Signed, sealed and delivered by

THE BANK OF NEW YORK MELLON

in the presence of:

       

/s/Arsala Kidwai

       

/s/Thomas O. Hacker

       
As Witnesses        

 

18


STATE OF MISSOURI    }
   } SS.:

CITY OF ST. LOUIS

   }

On this 1st day of April, 2014, before me appeared Bruce A. Steinke and G. L. Waters, to me personally known, who, being by me duly sworn, did say that they are the Senior Vice President – Finance and Chief Accounting Officer and Assistant Secretary of UNION ELECTRIC COMPANY , a corporation, and that the seal affixed to the foregoing instrument is the corporate seal of said corporation, and that said instrument was signed and sealed in behalf of said corporation by authority of its Board of Directors, and said Senior Vice President – Finance and Chief Accounting Officer and Assistant Secretary acknowledged said instrument to be the free act and deed of said corporation.

IN TESTIMONY WHEREOF , I have hereto set my hand and affixed my official seal at my office, in the City and State aforesaid, the day and year last above written.

 

/s/ Lynn M. Smith

Notary Public – Notary Seal

STATE OF MISSOURI

Commission for St. Louis City

My Commission Expires Sept. 28, 2014

Commission #10402618

 

19


STATE OF NEW YORK    }
   } SS.:
COUNTY OF NEW YORK    }

On this 1st day of April, 2014, before me appeared Laurence J. O’Brien, to me personally known, who, being by me duly sworn, did say that he is a Vice President of THE BANK OF NEW YORK MELLON , a corporation, and that the seal affixed to the foregoing instrument is the corporate seal of said corporation, and that said instrument was signed and sealed in behalf of said corporation, as the trustee thereunder by authority of its Board of Directors, and said Vice President , acknowledged said instrument to be the free act and deed of said corporation as the trustee under said instrument.

IN TESTIMONY WHEREOF , I have hereto set my hand and affixed my official seal at my office, in the City and State aforesaid, the day and year last above written.

 

/s/ Danny Lee

Danny Lee, Notary Public

State of New York, NO 01LE6161129

Qualified in New York County

Commission Expires February 20, 2015

 

20

 

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Exhibit 5.1

April 4, 2014

Union Electric Company

1901 Chouteau Avenue

St. Louis, Missouri 63103

Ladies and Gentlemen:

I am Senior Vice President, General Counsel and Secretary of Union Electric Company, a Missouri corporation (the “ Company ”). The Company has filed with the Securities and Exchange Commission (the “ Commission ”) a Registration Statement on Form S-3 (Registration No. 333-182258-02) (the “ Registration Statement ”) under the Securities Act of 1933, as amended (the “ Securities Act ”), with respect to the registration of an indeterminate amount of securities, which became effective on June 21, 2012. On April 4, 2014, the Company issued and sold $350,000,000 aggregate principal amount of its 3.50% Senior Secured Notes due 2024 (the “ Notes ”) under an indenture dated as of August 15, 2002, between the Company and The Bank of New York Mellon, as trustee (the “ Trustee ”) (as amended and supplemented, the “ Indenture ”).

In connection with the issuance and sale of the Notes by the Company, I, or attorneys under my supervision, have reviewed originals (or copies certified or otherwise identified to my satisfaction) of (1) the Registration Statement; (2) a prospectus dated June 21, 2012 (the “ Base Prospectus ”) forming a part of the Registration Statement, as supplemented by a prospectus supplement dated April 1, 2014 (the “ Prospectus Supplement ”) relating to the Notes, both such Base Prospectus and Prospectus Supplement filed pursuant to Rule 424 under the Securities Act; (3) the Restated Articles of Incorporation and By-Laws, as amended, of the Company, each as in effect on the date hereof; (4) the Indenture; (5) a specimen of the Notes; and (6) corporate and other documents, records and papers and certificates of public officials. In addition, I, or attorneys under my supervision, have reviewed such other documents and materials as I, or attorneys under my supervision, have deemed necessary or appropriate for purposes of this opinion. In connection with such review, I have assumed the genuineness of all signatures, the legal capacity of natural persons, the conformity to the originals of the documents submitted to us as certified or photostatic copies, the authenticity of the originals of such documents and all documents submitted to us as originals and the correctness of all statements of fact contained in such original documents. I have relied upon a certificate of the Trustee as to the authentication and delivery of the Notes under the Indenture.

On the basis of such review, I am of the opinion that the Notes are the valid and legally binding obligations of the Company, except as may be limited by


bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and concepts of materiality, reasonableness, good faith and fair dealing and the discretion of the court before which any matter is brought.

This opinion is limited to the laws of the States of Missouri and New York and the federal laws of the United States of America insofar as they bear on the matters covered hereby. As to all matters of New York law, I have relied upon an opinion letter dated as of the date hereof of Morgan, Lewis & Bockius LLP, New York, New York. As to all matters of Missouri law, Morgan, Lewis & Bockius LLP is authorized to rely upon this opinion as if it were addressed to them.

I hereby consent to the reference to me under the heading “Legal Matters” in each of the Base Prospectus and the Prospectus Supplement and to the filing of this opinion as an exhibit to the Company’s Current Report on Form 8-K to be filed on or about April 4, 2014, which is deemed to be incorporated by reference in the Registration Statement. In giving the foregoing consents, I do not thereby admit that I am within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder.

 

Very truly yours,
/s/ Gregory L. Nelson
Gregory L. Nelson
Senior Vice President, General Counsel and Secretary
Union Electric Company

Exhibit 5.2

 

Morgan, Lewis & Bockius LLP

101 Park Avenue

New York, NY 10178-0600

Tel. 212.309.6000

Fax: 212.309.6001

www.morganlewis.com

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April 4, 2014

Union Electric Company

1901 Chouteau Avenue

St. Louis, Missouri 63103

Ladies and Gentlemen:

Union Electric Company, a Missouri corporation (the “ Company ”), has filed with the Securities and Exchange Commission (the “ Commission ”) a Registration Statement on Form S-3 (Registration No. 333-182258-02) (the “ Registration Statement ”) under the Securities Act of 1933, as amended (the “ Securities Act ”), with respect to the registration of an indeterminate amount of securities, which became effective on June 21, 2012. On April 4, 2014, the Company issued and sold $350,000,000 aggregate principal amount of its 3.50% Senior Secured Notes due 2024 (the “ Notes ”) under an indenture dated as of August 15, 2002, between the Company and The Bank of New York Mellon, as trustee (the “ Trustee ”) (as amended and supplemented, the “ Indenture ”).

In connection with the issuance and sale of the Notes by the Company, we have reviewed originals (or copies certified or otherwise identified to our satisfaction) of (1) the Registration Statement; (2) a prospectus dated June 21, 2012 (the “ Base Prospectus ”) forming a part of the Registration Statement, as supplemented by a prospectus supplement dated April 1, 2014 (the “ Prospectus Supplement ”) relating to the Notes, both such Base Prospectus and Prospectus Supplement filed pursuant to Rule 424 under the Securities Act; (3) the Restated Articles of Incorporation and Bylaws, as amended, of the Company, each as in effect on the date hereof; (4) the Indenture; (5) a specimen of the Notes; and (6) corporate and other documents, records and papers and certificates of public officials. In addition, we have reviewed such other documents and materials as we have deemed necessary or appropriate for purposes of this opinion. In connection with such review, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the conformity to the originals of the documents submitted to us as certified or photostatic copies, the authenticity of the originals of such documents and all documents submitted to us as originals and the correctness of all statements of fact contained in such original documents. We have relied upon a certificate of the Trustee as to the authentication and delivery of the Notes under the Indenture.

On the basis of such review, we are of the opinion that the Notes are the valid and legally binding obligations of the Company, except as may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and concepts of materiality, reasonableness, good faith and fair dealing and the discretion of the court before which any matter is brought.


Union Electric Company

April 4, 2014

Page 2

This opinion is limited to the laws of the States of New York and Missouri and the federal laws of the United States of America insofar as they bear on the matters covered hereby. We have relied, with your consent, upon an opinion letter dated as of the date hereof of Gregory L. Nelson, Esq., Senior Vice President, General Counsel and Secretary of the Company, with respect to the due authorization, execution and delivery of the Notes by the Company. As to all matters of New York law, Mr. Nelson is authorized to rely upon this opinion as if it were addressed to him.

We hereby consent to the reference to us under the heading “Legal Matters” in the Prospectus Supplement and to the filing of this opinion as an exhibit to the Company’s Current Report on Form 8-K to be filed on or about April 4, 2014, which is deemed to be incorporated by reference in the Registration Statement. In giving the foregoing consents, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder.

 

Very truly yours,
/s/ Morgan, Lewis & Bockius LLP
MORGAN, LEWIS & BOCKIUS LLP