Common use of Qualified Financial Contracts Clause in Contracts

Qualified Financial Contracts. In the event that any Underwriter that is a Covered Entity (as defined below) becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined below), the transfer from such Underwriter of this Underwriting Agreement, and any interest and obligation in or under this Underwriting Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Underwriting Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. In the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate (as defined below) of such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined below) under this Underwriting Agreement that may be exercised against such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Underwriting Agreement were governed by the laws of the United States or a state of the United States. “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k). “Covered Entity” means any of the following: (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b). “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable. “U.S. Special Resolution Regime” means each of (x) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (y) Title II of the Dxxx-Fxxxx Xxxx Street Reform and Consumer Protection Act and the regulations promulgated thereunder. If the foregoing is in accordance with your understanding, please sign and return to us a counterpart hereof. Very truly yours, Union Electric Company By: /s/ Dxxxxx X. Xxxxx Name: Dxxxxx X. Xxxxx Title: Vice President and Treasurer Accepted as of the date hereof: BofA Securities, Inc. RBC Capital Markets, LLC SMBC Nikko Securities America, Inc. Truist Securities, Inc. As Representatives of the several Underwriters BofA Securities, Inc. SMBC Nikko Securities America, Inc. By: /s/ Txx Xxxxx By: /s/ Jxxx Xxxxxx Name: Txx Xxxxx Name: Jxxx Xxxxxx Title: Managing Director Title: Managing Director RBC Capital Markets, LLC Truist Securities, Inc. By: /s/ Sxxxx X. Xxxxxxxx By: /s/ Rxxxxx Xxxxxxxxxx Name: Sxxxx X. Xxxxxxxx Name: Rxxxxx Xxxxxxxxxx Title: Authorized Signatory Title: Director [Signature Page to the Underwriting Agreement] BofA Securities, Inc. RBC Capital Markets, LLC SMBC Nikko Securities America, Inc. Truist Securities, Inc. As Representatives of the several Underwriters named in Schedule I hereto c/o BofA Securities, Inc. One Bryant Park New York, New York 10036 RBC Capital Markets, LLC Brookfield Place 200 Xxxxx Xxxxxx, 8th Floor New York, New York 10281 SMBC Nikko Securities America, Inc. 200 Xxxx Xxxxxx New York, New York 10172 Truist Securities, Inc. 3000 Xxxxxxxxx Xxxx, XX 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 January 3, 2024 (the “Underwriting Agreement”), between the Company on the one hand and the Underwriters named in Schedule I hereto (the “Underwriters”), for whom BofA Securities, Inc., RBC Capital Markets, LLC, SMBC Nikko Securities America, Inc. and Truist Securities, Inc. are acting as representatives (the “Representatives”), on the other hand, to issue and sell to the Underwriters the First Mortgage Bonds specified in Schedule II hereto (the “First Mortgage Bonds”) 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 Pricing 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 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 First Mortgage Bonds 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 the First Mortgage Bonds set forth opposite the name of such Underwriter in Schedule I hereto.

Appears in 1 contract

Samples: Underwriting Agreement (Ameren Corp)

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Qualified Financial Contracts. In the event that any Underwriter that is a Covered Entity (as defined below) becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined below), the transfer from such Underwriter of this Underwriting Agreement, and any interest and obligation in or under this Underwriting Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Underwriting Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. In the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate (as defined below) of such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined below) under this Underwriting Agreement that may be exercised against such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Underwriting Agreement were governed by the laws of the United States or a state of the United States. BHC Act Affiliate” Affiliate has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k). Covered Entity” Entity means any of the following: (i) a covered entity” entity as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a covered bank” bank as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a covered FSI” FSI as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b). Default Right” Right has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable. U.S. Special Resolution Regime” Regime means each of (x) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (y) Title II of the DxxxXxxx-Fxxxx Xxxxx Xxxx Street Reform and Consumer Protection Act and the regulations promulgated thereunder. If the foregoing is in accordance with your understanding, please sign and return to us the Company the enclosed duplicate hereof, whereupon this Agreement will become a counterpart hereofbinding agreement between the Company and the Underwriters in accordance with its terms. Very truly yours, Union Electric Company AMEREN CORPORATION By: /s/ Dxxxxx Xxxxxx X. Xxxxx Name: Dxxxxx Xxxxxx X. Xxxxx Title: Vice President and Treasurer Accepted as of the date hereof: BofA Securities, Inc. RBC Capital Markets, XXXXXXX SACHS & CO. LLC SMBC Nikko Securities America, Inc. Truist Securities, Inc. As Representatives of the several Underwriters BofA Securities, Inc. SMBC Nikko Securities America, Inc. By: /s/ Txx Xxxxx By: /s/ Jxxx Xxxx X. Xxxxxx Name: Txx Xxxxx Name: Jxxx Xxxx X. Xxxxxx Title: Managing Director Title: Managing Director RBC Capital Markets, X.X. XXXXXX SECURITIES LLC Truist Securities, Inc. By: /s/ Sxxxx X. Xxxxxxxx Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: Executive Director XXXXXX XXXXXXX & CO. LLC By: /s/ Rxxxxx Xxxxxxxxxx Ian Drewe Name: Sxxxx X. Xxxxxxxx Ian Drewe Title: Executive Director XXXXX FARGO SECURITIES, LLC By: /s/ Xxxxxxx Xxxxxx Name: Rxxxxx Xxxxxxxxxx Title: Authorized Signatory Xxxxxxx Xxxxxx Title: Director [Signature Page to the Underwriting Agreement] BofA Securities, Inc. RBC Capital Markets, LLC SMBC Nikko Securities America, Inc. Truist Securities, Inc. As For themselves and as Representatives of the several other Underwriters named in Schedule I hereto c/o BofA Xxxxxxx Sachs & Co. LLC $ 180,000,000 X.X. Xxxxxx Securities LLC 180,000,000 Xxxxxx Xxxxxxx & Co. LLC 180,000,000 Xxxxx Fargo Securities, LLC 180,000,000 KeyBanc Capital Markets Inc. One Bryant Park New York56,000,000 CastleOak Securities, New York 10036 RBC Capital MarketsL.P. 8,000,000 Xxxxxxxx Financial Group, Inc. 8,000,000 Xxxxxxx Xxxxxxxx Shank & Co., LLC Brookfield Place 200 Xxxxx Xxxxxx, 8th Floor New York, New York 10281 SMBC Nikko Securities America, Inc. 200 Xxxx Xxxxxx New York, New York 10172 Truist Securities, Inc. 3000 Xxxxxxxxx Xxxx, XX 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 January 3, 2024 (the “Underwriting Agreement”), between the Company on the one hand and the Underwriters named in Schedule I hereto (the “Underwriters”), for whom BofA Securities, Inc., RBC Capital Markets, LLC, SMBC Nikko Securities America, Inc. and Truist Securities, Inc. are acting as representatives (the “Representatives”), on the other hand, to issue and sell to the Underwriters the First Mortgage Bonds specified in Schedule II hereto (the “First Mortgage Bonds”) 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 Pricing 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 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 First Mortgage Bonds 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 the First Mortgage Bonds set forth opposite the name of such Underwriter in Schedule I hereto.8,000,000

Appears in 1 contract

Samples: Underwriting Agreement (Ameren Corp)

Qualified Financial Contracts. In the event that any Underwriter that is a Covered Entity (as defined below) becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined below), the transfer from such Underwriter of this Underwriting Agreement, and any interest and obligation in or under this Underwriting Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Underwriting Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. In the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate (as defined below) of such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined below) under this Underwriting Agreement that may be exercised against such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Underwriting Agreement were governed by the laws of the United States or a state of the United States. “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k). “Covered Entity” means any of the following: (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b). “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable. “U.S. Special Resolution Regime” means each of (x) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (y) Title II of the Dxxx-Fxxxx Xxxx Street Reform and Consumer Protection Act and the regulations promulgated thereunder. If the foregoing is in accordance with your understanding, please sign and return to us a counterpart hereof. Very truly yours, Union Electric Ameren Illinois Company By: /s/ Dxxxxx X. Xxxxx Name: Dxxxxx X. Xxxxx Title: Vice President and Treasurer Accepted as of the date hereof: BofA Securities, MUFG Securities Americas Inc. RBC PNC Capital Markets, Markets LLC Scotia Capital (USA) Inc. SMBC Nikko Securities America, Inc. Truist Securities, Inc. As Representatives of the several Underwriters BofA Securities, MUFG Securities Americas Inc. PNC Capital Markets LLC By: /s/ Mxxxxx Xxxx By: /s/ Vxxxxxx Xxxxxxx Name: Mxxxxx Xxxx Name: Vxxxxxx Xxxxxxx Title: Managing Director Title: Managing Director Scotia Capital (USA) Inc. SMBC Nikko Securities America, Inc. By: /s/ Txx Xxxxx Exxx Xxxx By: /s/ Jxxx Xxxxxx Name: Txx Xxxxx Exxx Xxxx Name: Jxxx Xxxxxx Title: Managing Director Title: Managing Director RBC Capital Markets, LLC Truist Securities, Inc. By: /s/ Sxxxx X. Xxxxxxxx By: /s/ Rxxxxx Xxxxxxxxxx Name: Sxxxx X. Xxxxxxxx Name: Rxxxxx Xxxxxxxxxx Title: Authorized Signatory Title: Director [Signature Page to the Underwriting Agreement] BofA Securities, MUFG Securities Americas Inc. RBC PNC Capital Markets, Markets LLC Scotia Capital (USA) Inc. SMBC Nikko Securities America, Inc. Truist Securities, Inc. As Representatives of the several Underwriters named in Schedule I hereto c/o BofA SecuritiesMUFG Securities Americas Inc. 1000 Xxxxxx xx xxx Xxxxxxxx, Inc. One Bryant Park 0xx Xxxxx New York, New York 10036 RBC 10020 PNC Capital Markets, Markets LLC Brookfield Place 200 300 Xxxxx Xxxxxx, 8th 00xx Floor Pittsburgh, Pennsylvania 15222 Scotia Capital (USA) Inc. 200 Xxxxx Xxxxxx New York, New York 10281 SMBC Nikko Securities America, Inc. 200 Xxxx Xxxxxx New York, New York 10172 Truist Securities, Inc. 3000 Xxxxxxxxx Xxxx, XX Atlanta, Georgia 30326 Ladies and Gentlemen: Union Electric Ameren Illinois Company, a Missouri an Illinois corporation (the “Company”), proposes, subject to the terms and conditions stated herein and in the Underwriting Agreement, dated January 3May 23, 2024 2023 (the “Underwriting Agreement”), between the Company on the one hand and the Underwriters named in Schedule I hereto (the “Underwriters”), for whom BofA Securities, MUFG Securities Americas Inc., RBC PNC Capital MarketsMarkets LLC, LLCScotia Capital (USA) Inc., SMBC Nikko Securities America, Inc. and Truist Securities, Inc. are acting as representatives (the “Representatives”), on the other hand, to issue and sell to the Underwriters the First Mortgage Bonds specified in Schedule II hereto (the “First Mortgage Bonds”) 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 Pricing 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 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 First Mortgage Bonds 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 the First Mortgage Bonds set forth opposite the name of such Underwriter in Schedule I hereto.

Appears in 1 contract

Samples: Underwriting Agreement (Ameren Illinois Co)

Qualified Financial Contracts. In the event that any Underwriter that is a Covered Entity (as defined below) becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined below), the transfer from such Underwriter of this Underwriting Agreement, and any interest and obligation in or under this Underwriting Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Underwriting Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. In the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate (as defined below) of such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined below) under this Underwriting Agreement that may be exercised against such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Underwriting Agreement were governed by the laws of the United States or a state of the United States. “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k). “Covered Entity” means any of the following: (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b). “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable. “U.S. Special Resolution Regime” means each of (x) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (y) Title II of the Dxxx-Fxxxx Xxxx Street Reform and Consumer Protection Act and the regulations promulgated thereunder. If the foregoing is in accordance with your understanding, please sign and return to us a counterpart hereof. Very truly yours, Union Electric Company UNION ELECTRIC COMPANY By: /s/ Dxxxxx X. Xxxxx Name: Dxxxxx X. Xxxxx Title: Vice President and & Treasurer Accepted as of the date hereof: BofA Securities, Inc. RBC Capital Markets, Gxxxxxx Sachs & Co. LLC Mizuho Securities USA LLC SMBC Nikko Securities America, Inc. Truist Securities, Inc. As Representatives of the several Underwriters BofA Securities, Inc. Gxxxxxx Sxxxx & Co. LLC By: /s/ Sxxxx Xxxxxx By: /s/ Sxx Xxxxxxx Name: Sxxxx Xxxxxx Name: Sxx Xxxxxxx Title: Managing Director Title: Vice President Mizuho Securities USA LLC SMBC Nikko Securities America, Inc. By: /s/ Txx Xxxxx Oxxxxxxx Xxxxxxx By: /s/ Jxxx Xxxxxx Name: Txx Oxxx X. Xxxxx Name: Jxxx Xxxxxx Oxxxxxxx Xxxxxxx Name: Oxxx X. Xxxxx Title: Managing Director Title: Managing Director RBC Capital Markets, LLC Truist Securities, Inc. By: /s/ Sxxxx X. Xxxxxxxx By: /s/ Rxxxxx Xxxxxxxxxx Name: Sxxxx X. Xxxxxxxx Name: Rxxxxx Xxxxxxxxxx Title: Authorized Signatory Title: Director [Signature Page to the Underwriting Agreement] BofA Securities, Inc. RBC Capital Markets, Gxxxxxx Sachs & Co. LLC Mizuho Securities USA LLC SMBC Nikko Securities America, Inc. Truist Securities, Inc. As Representatives of the several Underwriters named in Schedule I hereto c/o BofA Securities, Inc. One Bryant Park New YorkOxx Xxxxxx Xxxx Xxx Xxxx, New York 10036 RBC Capital MarketsXxx Xxxx 00000 Gxxxxxx Sxxxx & Co. LLC 200 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Mizuho Securities USA LLC Brookfield Place 200 Xxxxx Xxxxxx1000 Xxxxxx xx xxx Xxxxxxxx Xxx Xxxx, 8th Floor New York, New York 10281 Xxx Xxxx 00000 SMBC Nikko Securities America, Inc. 200 Xxxx Xxxxxx New York, New York 10172 Truist Securities, Inc. 3000 Xxxxxxxxx Xxx Xxxx, XX Atlanta, Georgia 30326 Xxx Xxxx 00000 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 January 3June 9, 2024 2021 (the “Underwriting Agreement”), between the Company on the one hand and the Underwriters named in Schedule I hereto (the “Underwriters”), for whom BofA Securities, Inc., RBC Capital Markets, Gxxxxxx Sachs & Co. LLC, Mizuho Securities USA LLC and SMBC Nikko Securities America, Inc. and Truist Securities, Inc. are acting as representatives (the “Representatives”), on the other hand, to issue and sell to the Underwriters the First Mortgage Bonds specified in Schedule II hereto (the “First Mortgage Bonds”) 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 Pricing 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 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 First Mortgage Bonds 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 the First Mortgage Bonds set forth opposite the name of such Underwriter in Schedule I hereto.

Appears in 1 contract

Samples: Underwriting Agreement (Union Electric Co)

Qualified Financial Contracts. In the event that any Underwriter that is a Covered Entity (as defined below) becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined below), the transfer from such Underwriter of this Underwriting Agreement, and any interest and obligation in or under this Underwriting Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Underwriting Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. In the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate (as defined below) of such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined below) under this Underwriting Agreement that may be exercised against such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Underwriting Agreement were governed by the laws of the United States or a state of the United States. BHC Act Affiliate” Affiliate has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k). Covered Entity” Entity means any of the following: (i) a covered entity” entity as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a covered bank” bank as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a covered FSI” FSI as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b). Default Right” Right has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable. U.S. Special Resolution Regime” Regime means each of (x) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (y) Title II of the DxxxXxxx-Fxxxx Xxxxx Xxxx Street Reform and Consumer Protection Act and the regulations promulgated thereunder. If the foregoing is in accordance with your understanding, please sign and return to us the Company the enclosed duplicate hereof, whereupon this Agreement will become a counterpart hereofbinding agreement between the Company and the Underwriters in accordance with its terms. Very truly yours, Union Electric Company AMEREN CORPORATION By: /s/ Dxxxxx Xxxxxx X. Xxxxx Name: Dxxxxx Xxxxxx X. Xxxxx Title: Vice President and Treasurer Accepted as of the date hereof: BofA Securities, Inc. RBC Capital Markets, LLC SMBC Nikko Securities America, Inc. Truist Securities, Inc. As Representatives of the several Underwriters BofA Securities, Inc. SMBC Nikko Securities America, Inc. BARCLAYS CAPITAL INC. By: /s/ Txx Xxxxx By: /s/ Jxxx Xxxxxx Name: Txx Xxxxx Name: Jxxx Xxxxxx Xxxxx Title: Managing Director X.X. XXXXXX SECURITIES LLC By: /s/ Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: Executive Director XXXXXX XXXXXXX & CO. LLC By: /s/ Yurij Slyz Name: Yurij Slyz Title: Executive Director MUFG SECURITIES AMERICAS INC. By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Managing Director RBC Capital Markets, LLC Truist Securities, Inc. By: /s/ Sxxxx X. Xxxxxxxx By: /s/ Rxxxxx Xxxxxxxxxx Name: Sxxxx X. Xxxxxxxx Name: Rxxxxx Xxxxxxxxxx Title: Authorized Signatory Title: Director [Signature Page to the Underwriting Agreement] BofA Securities, Inc. RBC Capital Markets, LLC SMBC Nikko Securities America, Inc. Truist Securities, Inc. As For themselves and as Representatives of the several other Underwriters named in Schedule I hereto c/o BofA SecuritiesBarclays Capital Inc. $ 96,750,000 X.X. Xxxxxx Securities LLC 96,750,000 Xxxxxx Xxxxxxx & Co. LLC 96,750,000 MUFG Securities Americas Inc. 96,750,000 KeyBanc Capital Markets Inc. 42,750,000 Xxxxxxxx Financial Group, Inc. One Bryant Park New York, New York 10036 RBC Capital Markets6,750,000 X. Xxxxxxx & Co., LLC Brookfield Place 200 Xxxxx Xxxxxx, 8th Floor New York, New York 10281 SMBC Nikko Securities America6,750,000 Xxxxxx X. Xxxxxxx & Company, Inc. 200 Xxxx Xxxxxx New York, New York 10172 Truist Securities, Inc. 3000 Xxxxxxxxx Xxxx, XX 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 January 3, 2024 (the “Underwriting Agreement”), between the Company on the one hand and the Underwriters named in Schedule I hereto (the “Underwriters”), for whom BofA Securities, Inc., RBC Capital Markets, LLC, SMBC Nikko Securities America, Inc. and Truist Securities, Inc. are acting as representatives (the “Representatives”), on the other hand, to issue and sell to the Underwriters the First Mortgage Bonds specified in Schedule II hereto (the “First Mortgage Bonds”) 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 Pricing 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 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 First Mortgage Bonds 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 the First Mortgage Bonds set forth opposite the name of such Underwriter in Schedule I hereto.6,750,000

Appears in 1 contract

Samples: Underwriting Agreement (Ameren Corp)

Qualified Financial Contracts. In the event that any Underwriter that is a Covered Entity (as defined below) becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined below), the transfer from such Underwriter of this Underwriting Agreement, and any interest and obligation in or under this Underwriting Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Underwriting Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. In the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate (as defined below) of such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined below) under this Underwriting Agreement that may be exercised against such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Underwriting Agreement were governed by the laws of the United States or a state of the United States. “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k). “Covered Entity” means any of the following: (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b). “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable. “U.S. Special Resolution Regime” means each of (x) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (y) Title II of the DxxxXxxx-Fxxxx Xxxxx Xxxx Street Reform and Consumer Protection Act and the regulations promulgated thereunder. [Signature page follows] If the foregoing is in accordance with your understandingunderstanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a counterpart hereofbinding agreement among ETI, the Issuer and the several Underwriters. Very truly yours, Union Electric Company Entergy Texas, Inc. By: /s/ Dxxxxx Xxxxxx X. Xxxxx XxXxxx Name: Dxxxxx Xxxxxx X. Xxxxx XxXxxx Title: Vice President and Treasurer Accepted as of the date hereof: BofA Securities, Inc. RBC Capital MarketsEntergy Texas Restoration Funding II, LLC SMBC Nikko Securities America, Inc. Truist Securities, Inc. As Representatives of the several Underwriters BofA Securities, Inc. SMBC Nikko Securities America, Inc. By: /s/ Txx Xxxxx By: /s/ Jxxx Xxxxxx X. XxXxxx Name: Txx Xxxxx Name: Jxxx Xxxxxx X. XxXxxx Title: Managing Director Title: Managing Director RBC Capital Markets, LLC Truist Securities, Inc. By: /s/ Sxxxx X. Xxxxxxxx By: /s/ Rxxxxx Xxxxxxxxxx Name: Sxxxx X. Xxxxxxxx Name: Rxxxxx Xxxxxxxxxx Title: Authorized Signatory Title: Director [Signature Page to Vice President and Treasurer The foregoing Underwriting Agreement is hereby confirmed and accepted by the Underwriting Agreement] BofA Securities, Inc. RBC Capital Markets, LLC SMBC Nikko Securities America, Inc. Truist Securities, Inc. As Representatives on behalf of the several Underwriters named in Schedule I hereto c/o BofA Securities, Inc. One Bryant Park New York, New York 10036 RBC Capital Markets, LLC Brookfield Place 200 Xxxxx Xxxxxx, 8th Floor New York, New York 10281 SMBC Nikko Securities America, Inc. 200 Xxxx Xxxxxx New York, New York 10172 Truist Securities, Inc. 3000 Xxxxxxxxx Xxxx, XX 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 January 3, 2024 (the “Underwriting Agreement”), between the Company on the one hand and the Underwriters named in Schedule I hereto (the “Underwriters”), for whom BofA Securities, Inc., RBC Capital Markets, LLC, SMBC Nikko Securities America, II hereto: By: Xxxxxxx Sachs & Co. LLC By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxx Title: Managing Director By: Citigroup Global Markets Inc. and Truist Securities, Inc. are acting as representatives (the “Representatives”), on the other hand, to issue and sell to the Underwriters the First Mortgage Bonds specified in Schedule II hereto (the “First Mortgage Bonds”) with the terms set forth in Schedule III hereto. Each of the provisions of the By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Director Underwriting Agreement is incorporated herein by reference in its entiretydated March 24, 2022 Registration Statement Nos.: 333-259253 and shall be deemed to be a part of this Pricing Agreement to the same extent as if such provisions had been set forth in full herein000-000000-00 Representatives: Xxxxxxx Xxxxx & Co. LLC Citigroup Global Markets Inc. Xxxxxxx Sachs & Co. LLC 000 Xxxx Xxxxxx, 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 Representatives herein and in the provisions of the Underwriting Agreement so incorporated by reference shall be deemed to refer to you. Unless otherwise defined herein0xx Xxxxx Xxx Xxxx, 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 First Mortgage Bonds 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 referenceXxx Xxxx 00000 Attention: Xxxxx Xxxxxxxxx Email: xxxxx.xxxxxxxxx@xx.xxx c/o Citigroup Global Markets Inc. 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, 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 the First Mortgage Bonds set forth opposite the name of such Underwriter in Schedule I hereto.Xxx Xxxx 00000 Attention: Xxxxxxx Xxxxx Email: xxxxxxx.xxxxx@xxxx.xxx

Appears in 1 contract

Samples: Underwriting Agreement (Entergy Texas, Inc.)

Qualified Financial Contracts. In the event that any Underwriter that is a Covered Entity (as defined below) becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined below), the transfer from such Underwriter of this Underwriting Agreement, and any interest and obligation in or under this Underwriting Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Underwriting Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. In the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate (as defined below) of such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined below) under this Underwriting Agreement that may be exercised against such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Underwriting Agreement were governed by the laws of the United States or a state of the United States. “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k). “Covered Entity” means any of the following: (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b). “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable. “U.S. Special Resolution Regime” means each of (x) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (y) Title II of the DxxxXxxx-Fxxxx Xxxxx Xxxx Street Reform and Consumer Protection Act and the regulations promulgated thereunder. If the foregoing is in accordance with your understanding, please sign and return to us a counterpart hereof. [Signature page follows] Very truly yours, Union Electric Company System Energy Resources, Inc. By: /s/ Dxxxxx X. Xxxxx ______ Name: Dxxxxx X. Xxxxx Title: Vice President and Treasurer Accepted as of the date hereoffirst above written: BofA Securities, Inc. RBC Capital Markets, LLC SMBC Nikko Securities America, Inc. Truist Securities, Inc. As Representatives [Names of the several Underwriters BofA Securities, Inc. SMBC Nikko Securities America, Inc. Underwriters] By: /s/ Txx Xxxxx [Name of Representative] By: /s/ Jxxx Xxxxxx ____________________________ Name: Txx Xxxxx Title: By: [Name of Representative] By: ____________________________ Name: Jxxx Xxxxxx Title: Managing Director Title: Managing Director RBC Capital Markets, LLC Truist Securities, Inc. By: /s/ Sxxxx X. Xxxxxxxx By: /s/ Rxxxxx Xxxxxxxxxx Name: Sxxxx X. Xxxxxxxx Name: Rxxxxx Xxxxxxxxxx Title: Authorized Signatory Title: Director [Signature Page to the Underwriting Agreement______] BofA Securities, Inc. RBC Capital Markets, LLC SMBC Nikko Securities America, Inc. Truist Securities, Inc. As Representatives $ [_________] [______]. [_________] [______] [_________] TOTAL $ [_________] Part A – Schedule of the several Underwriters named in Schedule I hereto c/o BofA Securities, Inc. One Bryant Park New York, New York 10036 RBC Capital Markets, LLC Brookfield Place 200 Xxxxx Xxxxxx, 8th Floor New York, New York 10281 SMBC Nikko Securities America, Inc. 200 Xxxx Xxxxxx New York, New York 10172 Truist Securities, Inc. 3000 Xxxxxxxxx Xxxx, XX Atlanta, Georgia 30326 Ladies and Gentlemen: Union Electric Company, a Missouri corporation (the “Company”), proposes, subject to the terms and conditions stated herein and Free Writing Prospectuses included in the Underwriting Agreement, dated January 3, 2024 Disclosure Package • Final Term Sheet attached to this Schedule II as Annex A (Issuer Free Writing Prospectus) Part B – Schedule of Free Writing Prospectuses not included in the “Underwriting Agreement”), between the Company on the one hand and the Underwriters named in Schedule I hereto (the “Underwriters”), for whom BofA SecuritiesDisclosure Package • None Part C – Additional Documents Incorporated by Reference • None Part D – Additional Information • None Issuer: System Energy Resources, Inc., RBC Capital Markets, LLC, SMBC Nikko Securities America, Inc. and Truist Securities, Inc. are acting as representatives (the “Representatives”), on the other hand, to issue and sell to the Underwriters the First Mortgage Bonds specified in Schedule II hereto (the “First Mortgage Bonds”) 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 Pricing 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 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 First Mortgage Bonds 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 the First Mortgage Bonds set forth opposite the name of such Underwriter in Schedule I hereto.

Appears in 1 contract

Samples: Underwriting Agreement (Entergy Mississippi, LLC)

Qualified Financial Contracts. In the event that any the Underwriter that is a Covered Entity (as defined below) and becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined below), the transfer from such the Underwriter of this Underwriting Agreement, and any interest and obligation in or under this Underwriting Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Underwriting Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. In the event that any the Underwriter that is a Covered Entity or a BHC Act Affiliate (as defined below) of such the Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined below) under this Underwriting Agreement that may be exercised against such the Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Underwriting Agreement were governed by the laws of the United States or a state of the United States. “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k). “Covered Entity” means any of the following: (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b). “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable. “U.S. Special Resolution Regime” means each of (x) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (y) Title II of the DxxxXxxx-Fxxxx Xxxxx Xxxx Street Reform and Consumer Protection Act and the regulations promulgated thereunder. If the foregoing is in accordance with your understanding[Signature page follows] Entergy Texas, please sign and return to us a counterpart hereof. Very truly yours, Union Electric Company Inc. By: /s/ Dxxxxx X. Xxxxx Xxxxxx Name: Dxxxxx X. Xxxxx Xxxxxx Title: Vice President and Assistant Treasurer Accepted as of the date hereoffirst above written: BofA Securities, Inc. RBC Capital Markets, Xxxxxx Xxxxxxx & Co. LLC SMBC Nikko Securities America, Inc. Truist Securities, Inc. As Representatives of the several Underwriters BofA Securities, Inc. SMBC Nikko Securities America, Inc. By: /s/ Txx Xxxxx By: /s/ Jxxx Xxxxxx Xxxxxxx Name: Txx Xxxxx Name: Jxxx Xxxxxx Xxxxxxx Title: Managing Director TitleVice President Part A - Schedule of Free Writing Prospectuses included in the Disclosure Package • Final Term Sheet attached to this Schedule I as Annex A (Issuer Free Writing Prospectus) Part B - Schedule of Free Writing Prospectuses not included in the Disclosure Package • None Part C - Additional Documents Incorporated by Reference • None Part D - Additional Information • None Issuer: Managing Director RBC Capital Markets, LLC Truist SecuritiesEntergy Texas, Inc. By: /s/ Sxxxx X. Xxxxxxxx By: /s/ Rxxxxx Xxxxxxxxxx Name: Sxxxx X. Xxxxxxxx Name: Rxxxxx Xxxxxxxxxx Title: Authorized Signatory Title: Director [Signature Page to the Underwriting Agreement] BofA Securities, Inc. RBC Capital Markets, LLC SMBC Nikko Securities America, Inc. Truist Securities, Inc. As Representatives of the several Underwriters named in Schedule I hereto c/o BofA Securities, Inc. One Bryant Park New York, New York 10036 RBC Capital Markets, LLC Brookfield Place 200 Xxxxx Xxxxxx, 8th Floor New York, New York 10281 SMBC Nikko Securities America, Inc. 200 Xxxx Xxxxxx New York, New York 10172 Truist Securities, Inc. 3000 Xxxxxxxxx Xxxx, XX Atlanta, Georgia 30326 Ladies and Gentlemen: Union Electric Company, a Missouri corporation (the “CompanyIssuer)) Security Type: Series A Preferred Stock, proposesCumulative, subject to the terms and conditions stated herein and in the Underwriting Agreement, dated January 3, 2024 No Par Value (Liquidation Value $25 Per Share) (SEC Registered) (the “Underwriting Agreement”), between the Company on the one hand and the Underwriters named in Schedule I hereto (the “Underwriters”), for whom BofA Securities, Inc., RBC Capital Markets, LLC, SMBC Nikko Securities America, Inc. and Truist Securities, Inc. are acting as representatives (the “Representatives”), on the other hand, to issue and sell to the Underwriters the First Mortgage Bonds specified in Schedule II hereto (the “First Mortgage BondsPreferred Stock”) with the terms set forth in Schedule III hereto. Each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entiretyExpected Ratings(1): [Intentionally omitted] Trade Date: September 3, and shall be deemed to be a part of this Pricing Agreement to the same extent as if such provisions had been set forth in full herein2019 Settlement Date (T+5)(2): September 10, 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 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 First Mortgage Bonds 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 the First Mortgage Bonds set forth opposite the name of such Underwriter in Schedule I hereto.2019 Size: 1,400,000 Shares Liquidation Value: $25.00 Dividend Rate: 5.375%

Appears in 1 contract

Samples: Underwriting Agreement (Entergy Texas, Inc.)

Qualified Financial Contracts. In the event that any Underwriter that is a Covered Entity (as defined below) becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined below), the transfer from such Underwriter of this Underwriting Agreement, and any interest and obligation in or under this Underwriting Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Underwriting Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. In the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate (as defined below) of such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined below) under this Underwriting Agreement that may be exercised against such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Underwriting Agreement were governed by the laws of the United States or a state of the United States. “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k). “Covered Entity” means any of the following: (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b). “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable. “U.S. Special Resolution Regime” means each of (x) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (y) Title II of the DxxxXxxx-Fxxxx Xxxxx Xxxx Street Reform and Consumer Protection Act and the regulations promulgated thereunder. If the foregoing is in accordance with your understanding, please sign and return to us a counterpart hereof. Very truly yours, Union Electric Company UNION ELECTRIC COMPANY By: /s/ Dxxxxx Xxxxxx X. Xxxxx Name: Dxxxxx Xxxxxx X. Xxxxx Title: Vice President and & Treasurer Accepted as of the date hereof: BARCLAYS CAPITAL INC. BOFA SECURITIES, INC. RBC CAPITAL MARKETS, LLC As Representatives of the several Underwriters BARCLAYS CAPITAL INC. By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Managing Director BOFA SECURITIES, INC. By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Managing Director RBC CAPITAL MARKETS, LLC By: /s/ Xxxxx X. Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Title: Authorized Signatory [Signature Page to the Underwriting Agreement] Barclays Capital Inc. BofA Securities, Inc. RBC Capital Markets, LLC SMBC Nikko Securities America, Inc. Truist Securities, Inc. As Representatives of the several Underwriters BofA Securities, Inc. SMBC Nikko Securities America, Inc. By: /s/ Txx Xxxxx By: /s/ Jxxx Xxxxxx Name: Txx Xxxxx Name: Jxxx Xxxxxx Title: Managing Director Title: Managing Director RBC Capital Markets, LLC Truist Securities, Inc. By: /s/ Sxxxx X. Xxxxxxxx By: /s/ Rxxxxx Xxxxxxxxxx Name: Sxxxx X. Xxxxxxxx Name: Rxxxxx Xxxxxxxxxx Title: Authorized Signatory Title: Director [Signature Page to the Underwriting Agreement] BofA Securities, Inc. RBC Capital Markets, LLC SMBC Nikko Securities America, Inc. Truist Securities, Inc. As Representatives of the several Underwriters named in Schedule I hereto c/o Barclays Capital Inc. 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 BofA Securities, Inc. One Bryant Park New YorkXxx Xxxxxx Xxxx Xxx Xxxx, New York 10036 Xxx Xxxx 00000 RBC Capital Markets, LLC Brookfield Place 200 000 Xxxxx Xxxxxx, 8th Floor New York, New York 10281 SMBC Nikko Securities America, Inc. 200 Xxxx Xxxxxx New York, New York 10172 Truist Securities, Inc. 3000 Xxxxxxxxx Xxxx, XX 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 January 3October 1, 2024 2020 (the “Underwriting Agreement”), between the Company on the one hand and the Underwriters named in Schedule I hereto (the “Underwriters”), for whom Barclays Capital Inc., BofA Securities, Inc., Inc. and RBC Capital Markets, LLC, SMBC Nikko Securities America, Inc. and Truist Securities, Inc. LLC are acting as representatives (the “Representatives”), on the other hand, to issue and sell to the Underwriters the First Mortgage Bonds specified in Schedule II hereto (the “First Mortgage Bonds”) 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 Pricing 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 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 First Mortgage Bonds 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 the First Mortgage Bonds set forth opposite the name of such Underwriter in Schedule I hereto.

Appears in 1 contract

Samples: Underwriting Agreement (Union Electric Co)

Qualified Financial Contracts. In the event that any Underwriter that is a Covered Entity (as defined below) becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined below), the transfer from such Underwriter of this Underwriting Agreement, and any interest and obligation in or under this Underwriting Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Underwriting Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. In the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate (as defined below) of such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined below) under this Underwriting Agreement that may be exercised against such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Underwriting Agreement were governed by the laws of the United States or a state of the United States. “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k). “Covered Entity” means any of the following: (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b). “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable. “U.S. Special Resolution Regime” means each of (x) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (y) Title II of the Dxxx-Fxxxx Xxxx Street Reform and Consumer Protection Act and the regulations promulgated thereunder. If the foregoing is in accordance with your understanding, please sign and return to us a counterpart hereof. Very truly yours, Union Electric Company By: /s/ Dxxxxx X. Xxxxx Name: Dxxxxx X. Xxxxx Title: Vice President and Treasurer Accepted as of the date hereof: BofA Securities, Inc. RBC BNY Mellon Capital Markets, LLC SMBC Nikko J.X. Xxxxxx Securities America, Inc. Truist SecuritiesLLC Mizuho Securities USA LLC U.S. Bancorp Investments, Inc. As Representatives of the several Underwriters BofA SecuritiesBNY Mellon Capital Markets, Inc. SMBC Nikko LLC J.X. Xxxxxx Securities AmericaLLC By: /s/ Dxx Xxxxxxx By: /s/ Rxxxxx Xxxxxxxxx Name: Dxx Xxxxxxx Name: Rxxxxx Xxxxxxxxx Title: MD Title: Executive Director Mizuho Securities USA LLC U.S. Bancorp Investments, Inc. By: /s/ Txx Xxxxx Sxxxxxx X. Xxxxxx By: /s/ Jxxx Ixxxxxxx Xxxxxxx Name: Sxxxxxx X. Xxxxxx Name: Txx Xxxxx Name: Jxxx Xxxxxx Ixxxxxxx Xxxxxxx Title: Managing Director Title: Managing Director RBC Capital Markets, LLC Truist Securities, Inc. By: /s/ Sxxxx X. Xxxxxxxx By: /s/ Rxxxxx Xxxxxxxxxx Name: Sxxxx X. Xxxxxxxx Name: Rxxxxx Xxxxxxxxxx Title: Authorized Signatory Title: Director Vice President [Signature Page to the Underwriting Agreement] BofA Securities, Inc. RBC BNY Mellon Capital Markets, LLC SMBC Nikko J.X. Xxxxxx Securities America, Inc. Truist SecuritiesLLC Mizuho Securities USA LLC U.S. Bancorp Investments, Inc. As Representatives of the several Underwriters named in Schedule I hereto c/o BofA SecuritiesBNY Mellon Capital Markets, Inc. One Bryant Park LLC 200 Xxxxxxxxx Xxxxxx, 0X New York, New York 10036 RBC Capital Markets, 10286 J.X. Xxxxxx Securities LLC Brookfield Place 200 Xxxxx Xxxxxx, 8th Floor New York, New York 10281 SMBC Nikko Securities America, Inc. 200 Xxxx 300 Xxxxxxx Xxxxxx New York, New York 10172 Truist Securities10179 Mizuho Securities USA LLC 1000 Xxxxxx xx xxx Xxxxxxxx New York, New York 10020 U.S. Bancorp Investments, Inc. 3000 Xxxxxxxxx Xxxx200 X. Xxxxx Street, XX Atlanta26th Floor Charlotte, Georgia 30326 North Carolina 28202 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 January 3March 25, 2024 (the “Underwriting Agreement”), between the Company on the one hand and the Underwriters named in Schedule I hereto (the “Underwriters”), for whom BofA Securities, Inc., RBC BNY Mellon Capital Markets, LLC, SMBC Nikko J.X. Xxxxxx Securities AmericaLLC, Inc. Mizuho Securities USA LLC and Truist SecuritiesU.S. Bancorp Investments, Inc. are acting as representatives (the “Representatives”), on the other hand, to issue and sell to the Underwriters the First Mortgage Bonds specified in Schedule II hereto (the “First Mortgage Bonds”) 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 Pricing 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 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 First Mortgage Bonds 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 the First Mortgage Bonds set forth opposite the name of such Underwriter in Schedule I hereto.

Appears in 1 contract

Samples: Underwriting Agreement (Union Electric Co)

Qualified Financial Contracts. In the event that any Underwriter that is a Covered Entity (as defined below) becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined below), the transfer from such Underwriter of this Underwriting Agreement, and any interest and obligation in or under this Underwriting Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Underwriting Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. In the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate (as defined below) of such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined below) under this Underwriting Agreement that may be exercised against such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Underwriting Agreement were governed by the laws of the United States or a state of the United States. “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k). “Covered Entity” means any of the following: (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b). “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable. “U.S. Special Resolution Regime” means each of (x) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (y) Title II of the Dxxx-Fxxxx Xxxx Street Reform and Consumer Protection Act and the regulations promulgated thereunder. If the foregoing is in accordance with your understanding, please sign and return to us a counterpart hereof. Very truly yours, Union Electric Ameren Illinois Company By: /s/ Dxxxxx X. Xxxxx Name: Dxxxxx X. Xxxxx Title: Vice President and Treasurer Accepted as of the date hereof: BofA Securities, Inc. RBC BNY Mellon Capital Markets, LLC SMBC Nikko Mizuho Securities America, Inc. USA LLC Mxxxxx Sxxxxxx & Co. LLC Truist Securities, Inc. Wxxxx Fargo Securities, LLC As Representatives of the several Underwriters BofA SecuritiesBNY Mellon Capital Markets, Inc. SMBC Nikko Securities America, Inc. LLC Mxxxxx Sxxxxxx & Co. LLC By: /s/ Txx Xxxxx Dxx Xxxxxxx By: /s/ Jxxx Nxxx Xxxxxx Name: Txx Xxxxx Dxx Xxxxxxx Name: Jxxx Nxxx Xxxxxx Title: Managing Director Title: Managing Director RBC Capital MarketsWxxxx Fargo Securities, LLC Mizuho Securities USA LLC By: /s/ Cxxxxxx Xxxxxx By: /s/ Sxxxxxx X. Xxxxxx Name: Cxxxxxx Xxxxxx Name: Sxxxxxx X. Xxxxxx Title: Managing Director Title: Managing Director Truist Securities, Inc. By: /s/ Sxxxx X. Xxxxxxxx By: /s/ Rxxxxx Rxx Xxxxxxxxxx Name: Sxxxx X. Xxxxxxxx Name: Rxxxxx Rxx Xxxxxxxxxx Title: Authorized Signatory Title: Director [Signature Page to the Underwriting Agreement] BofA Securities, Inc. RBC BNY Mellon Capital Markets, LLC SMBC Nikko Mizuho Securities America, Inc. USA LLC Mxxxxx Sxxxxxx & Co. LLC Truist Securities, Inc. Wxxxx Fargo Securities, LLC As Representatives of the several Underwriters named in Schedule I hereto c/o BofA SecuritiesBNY Mellon Capital Markets, Inc. One Bryant Park LLC 200 Xxxxxxxxx Xxxxxx, 3rd Floor New York, New York 10286 Mizuho Securities USA LLC 1000 Xxxxxx xx xxx Xxxxxxxx New York, New York 10020 Mxxxxx Sxxxxxx & Co. LLC 1000 Xxxxxxxx, 00xx Floor New York, New York 10036 RBC Capital Markets, LLC Brookfield Place 200 Xxxxx Xxxxxx, 8th Floor New York, New York 10281 SMBC Nikko Securities America, Inc. 200 Xxxx Xxxxxx New York, New York 10172 Truist Securities, Inc. 3000 Xxxxxxxxx Xxxx, XX Atlanta, Georgia 30326 Wxxxx Fargo Securities, LLC 500 Xxxxx Xxxxx Xxxxxx, 5th Floor Charlotte, North Carolina 28202 Ladies and Gentlemen: Union Electric Ameren Illinois Company, a Missouri an Illinois corporation (the “Company”), proposes, subject to the terms and conditions stated herein and in the Underwriting Agreement, dated January 3August 15, 2024 2022 (the “Underwriting Agreement”), between the Company on the one hand and the Underwriters named in Schedule I hereto (the “Underwriters”), for whom BofA Securities, Inc., RBC BNY Mellon Capital Markets, LLC, SMBC Nikko Mizuho Securities AmericaUSA LLC, Inc. and Mxxxxx Sxxxxxx & Co. LLC, Truist Securities, Inc. and Wxxxx Fargo Securities, LLC are acting as representatives (the “Representatives”), on the other hand, to issue and sell to the Underwriters the First Mortgage Bonds specified in Schedule II hereto (the “First Mortgage Bonds”) 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 Pricing 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 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 First Mortgage Bonds 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 the First Mortgage Bonds set forth opposite the name of such Underwriter in Schedule I hereto.

Appears in 1 contract

Samples: Underwriting Agreement (Ameren Illinois Co)

Qualified Financial Contracts. In the event that any Underwriter that is a Covered Entity (as defined below) becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined below), the transfer from such Underwriter of this Underwriting Agreement, and any interest and obligation in or under this Underwriting Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Underwriting Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. In the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate (as defined below) of such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined below) under this Underwriting Agreement that may be exercised against such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Underwriting Agreement were governed by the laws of the United States or a state of the United States. “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k). “Covered Entity” means any of the following: (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b). “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable. “U.S. Special Resolution Regime” means each of (x) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (y) Title II of the DxxxXxxx-Fxxxx Xxxxx Xxxx Street Reform and Consumer Protection Act and the regulations promulgated thereunder. If the foregoing is in accordance with your understanding, please sign and return to us a counterpart hereof. Very truly yours, Union Electric Company AMEREN ILLINOIS COMPANY By: /s/ Dxxxxx Xxxxxx X. Xxxxx Name: Dxxxxx Xxxxxx X. Xxxxx Title: Vice President and & Treasurer Accepted as of the date hereof: BofA Securities, Inc. RBC Capital Markets, MIZUHO SECURITIES USA LLC SMBC Nikko Securities AmericaNIKKO SECURITIES AMERICA, Inc. Truist SecuritiesINC. TRUIST SECURITIES, Inc. INC. As Representatives of the several Underwriters BofA SecuritiesMIZUHO SECURITIES USA LLC SMBC NIKKO SECURITIES AMERICA, Inc. SMBC Nikko Securities America, Inc. INC. By: /s/ Txx Xxxxx Xxxxxxxx Xxxxxxx By: /s/ Jxxx Xxxxxx Name: Txx Xxxx X. Xxxxx Name: Jxxx Xxxxxx Xxxxxxxx Xxxxxxx Name: Xxxx X. Xxxxx Title: Managing Director Title: Managing Director RBC Capital MarketsTRUIST SECURITIES, LLC Truist Securities, Inc. INC. By: /s/ Sxxxx X. Xxxxxxxx By: /s/ Rxxxxx Xxxxxx Xxxxxxxxxx Name: Sxxxx X. Xxxxxxxx Name: Rxxxxx Xxxxxx Xxxxxxxxxx Title: Authorized Signatory Title: Director [Signature Page to the Underwriting Agreement] BofA Securities, Inc. RBC Capital Markets, Mizuho Securities USA LLC SMBC Nikko Securities America, Inc. Truist Securities, Inc. As Representatives of the several Underwriters named in Schedule I hereto c/o BofA SecuritiesMizuho Securities USA LLC 1271 Avenue of the Americas Xxx Xxxx, Inc. One Bryant Park New York, New York 10036 RBC Capital Markets, LLC Brookfield Place 200 Xxxxx Xxxxxx, 8th Floor New York, New York 10281 Xxx Xxxx 00000 SMBC Nikko Securities America, Inc. 200 000 Xxxx Xxxxxx New YorkXxx Xxxx, New York 10172 Xxx Xxxx 00000 Truist Securities, Inc. 3000 0000 Xxxxxxxxx Xxxx, XX AtlantaXxxxxxx, Georgia 30326 Xxxxxxx 00000 Ladies and Gentlemen: Union Electric Ameren Illinois Company, a Missouri an Illinois corporation (the “Company”), proposes, subject to the terms and conditions stated herein and in the Underwriting Agreement, dated January 3November 9, 2024 2020 (the “Underwriting Agreement”), between the Company on the one hand and the Underwriters named in Schedule I hereto (the “Underwriters”), for whom BofA Securities, Inc., RBC Capital Markets, Mizuho Securities USA LLC, SMBC Nikko Securities America, Inc. and Truist Securities, Inc. are acting as representatives (the “Representatives”), on the other hand, to issue and sell to the Underwriters the First Mortgage Bonds specified in Schedule II hereto (the “First Mortgage Bonds”) 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 Pricing 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 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 First Mortgage Bonds 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 the First Mortgage Bonds set forth opposite the name of such Underwriter in Schedule I hereto.

Appears in 1 contract

Samples: Underwriting Agreement (Ameren Illinois Co)

Qualified Financial Contracts. In the event that any Underwriter that is a Covered Entity (as defined below) becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined below), the transfer from such Underwriter of this Underwriting Agreement, and any interest and obligation in or under this Underwriting Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Underwriting Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. In the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate (as defined below) of such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined below) under this Underwriting Agreement that may be exercised against such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Underwriting Agreement were governed by the laws of the United States or a state of the United States. “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k). “Covered Entity” means any of the following: (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b). “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable. “U.S. Special Resolution Regime” means each of (x) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (y) Title II of the DxxxXxxx-Fxxxx Xxxxx Xxxx Street Reform and Consumer Protection Act and the regulations promulgated thereunder. [Signature page follows] If the foregoing is in accordance with your understandingunderstanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a counterpart hereofbinding agreement among ETI, the Issuer and the several Underwriters. Very truly yours, Union Electric Company By: /s/ Dxxxxx X. Xxxxx Name: Dxxxxx X. Xxxxx Title: Vice President and Treasurer Accepted as of the date hereof: BofA Securities, Inc. RBC Capital Markets, LLC SMBC Nikko Securities America, Inc. Truist Securities, Inc. As Representatives of the several Underwriters BofA Securities, Inc. SMBC Nikko Securities AmericaEntergy Texas, Inc. By: /s/ Txx Xxxxx Name: Title: Entergy Texas Restoration Funding II, LLC By: /s/ Jxxx Xxxxxx Name: Txx Xxxxx Name: Jxxx Xxxxxx Title: Managing Director Title: Managing Director RBC Capital Markets, LLC Truist Securities, Inc. By: /s/ Sxxxx X. Xxxxxxxx By: /s/ Rxxxxx Xxxxxxxxxx Name: Sxxxx X. Xxxxxxxx Name: Rxxxxx Xxxxxxxxxx Title: Authorized Signatory Title: Director [Signature Page to The foregoing Underwriting Agreement is hereby confirmed and accepted by the Underwriting Agreement] BofA Securities, Inc. RBC Capital Markets, LLC SMBC Nikko Securities America, Inc. Truist Securities, Inc. As Representatives on behalf of the several Underwriters named in Schedule I hereto c/o BofA Securities, Inc. One Bryant Park New York, New York 10036 RBC Capital Markets, LLC Brookfield Place 200 Xxxxx Xxxxxx, 8th Floor New York, New York 10281 SMBC Nikko Securities America, Inc. 200 Xxxx Xxxxxx New York, New York 10172 Truist Securities, Inc. 3000 Xxxxxxxxx Xxxx, XX 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 January 3, 2024 (the “Underwriting Agreement”), between the Company on the one hand and the Underwriters named in Schedule I hereto (the “Underwriters”), for whom BofA Securities, Inc., RBC Capital Markets, LLC, SMBC Nikko Securities America, II hereto: By: Xxxxxxx Sachs & Co. LLC By: Name: Title: By: Citigroup Global Markets Inc. and Truist Securities, Inc. are acting as representatives (the “Representatives”), on the other hand, to issue and sell to the Underwriters the First Mortgage Bonds specified in Schedule II hereto (the “First Mortgage Bonds”) with the terms set forth in Schedule III hereto. Each of the provisions of the By: Name: Title: Underwriting Agreement is incorporated herein by reference in its entiretydated March [__], 2022 Registration Statement Nos.: 333-259253 and shall be deemed to be a part of this Pricing Agreement to the same extent as if such provisions had been set forth in full herein000-000000-00 Representatives: Xxxxxxx Xxxxx & Co. LLC Citigroup Global Markets Inc. Xxxxxxx Sachs & Co. LLC 000 Xxxx Xxxxxx, 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 Representatives herein and in the provisions of the Underwriting Agreement so incorporated by reference shall be deemed to refer to you. Unless otherwise defined herein0xx Xxxxx Xxx Xxxx, 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 First Mortgage Bonds 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 referenceXxx Xxxx 00000 Attention: Xxxxx Xxxxxxxxx Email: xxxxx.xxxxxxxxx@xx.xxx c/o Citigroup Global Markets Inc. 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, 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 the First Mortgage Bonds set forth opposite the name of such Underwriter in Schedule I hereto.Xxx Xxxx 00000 Attention: [_____________] Facsimile: [_____________]

Appears in 1 contract

Samples: Underwriting Agreement (Entergy Texas, Inc.)

Qualified Financial Contracts. In the event that any Underwriter that is a Covered Entity (as defined below) becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined below), the transfer from such Underwriter of this Underwriting Agreement, and any interest and obligation in or under this Underwriting Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Underwriting Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. In the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate (as defined below) of such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined below) under this Underwriting Agreement that may be exercised against such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Underwriting Agreement were governed by the laws of the United States or a state of the United States. “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k). “Covered Entity” means any of the following: (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b). “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable. “U.S. Special Resolution Regime” means each of (x) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (y) Title II of the Dxxx-Fxxxx Xxxx Street Reform and Consumer Protection Act and the regulations promulgated thereunder. If the foregoing is in accordance with your understanding, please sign and return to us a counterpart hereof. Very truly yours, Union Electric Company AMEREN ILLINOIS COMPANY By: /s/ Dxxxxx X. Xxxxx Name: Dxxxxx X. Xxxxx Title: Vice President and & Treasurer Accepted as of the date hereof: BofA Securities, Inc. RBC Capital Markets, LLC SMBC Nikko TD Securities America, Inc. (USA) LLC Truist Securities, Inc. Wxxxx Fargo Securities, LLC As Representatives of the several Underwriters BofA Securities, Inc. SMBC Nikko Securities America, Inc. By: /s/ Txx Xxxxx By: /s/ Jxxx Xxxxxx Name: Txx Xxxxx Name: Jxxx Xxxxxx Title: Managing Director Title: Managing Director RBC Capital Markets, LLC Truist Securities, Inc. TD Securities (USA) LLC By: /s/ Sxxxx X. Xxxxxxxx By: /s/ Rxxxxx Xxxxxxxxxx Lxxx Xxxxxxxx Name: Sxxxx X. Xxxxxxxx Name: Rxxxxx Xxxxxxxxxx Lxxx Xxxxxxxx Title: Authorized Signatory Title: Director Truist Securities, Inc. Wxxxx Fargo Securities, LLC By: /s/ Rxxxxx Xxxxxxxxxx By: /s/ Cxxxxxx Xxxxxx Name: Rxxxxx Xxxxxxxxxx Name: Cxxxxxx Xxxxxx Title: Director Title: Managing Director [Signature Page to the Underwriting Agreement] BofA Securities, Inc. RBC Capital Markets, LLC SMBC Nikko TD Securities America, Inc. (USA) LLC Truist Securities, Inc. Wxxxx Fargo Securities, LLC As Representatives of the several Underwriters named in Schedule I hereto c/o BofA Securities, Inc. One Bryant Park New York, New York 10036 RBC Capital Markets, LLC Brookfield Place 200 Xxxxx Xxxxxx, 8th Floor New York, New York 10281 SMBC Nikko TD Securities America(USA) LLC 1 Xxxxxxxxxx Xxxxxx, Inc. 200 Xxxx Xxxxxx 00xx Floor New York, New York 10172 10017 Truist Securities, Inc. 3000 Xxxxxxxxx Xxxx, XX Atlanta, Georgia 30326 Wxxxx Fargo Securities, LLC 500 Xxxxx Xxxxx Xxxxxx, 5th Floor Charlotte, North Carolina 28202 Ladies and Gentlemen: Union Electric Ameren Illinois Company, a Missouri an Illinois corporation (the “Company”), proposes, subject to the terms and conditions stated herein and in the Underwriting Agreement, dated January 3June 22, 2024 2021 (the “Underwriting Agreement”), between the Company on the one hand and the Underwriters named in Schedule I hereto (the “Underwriters”), for whom BofA Securities, Inc., RBC Capital Markets, LLC, SMBC Nikko TD Securities America(USA) LLC, Inc. and Truist Securities, Inc. and Wxxxx Fargo Securities, LLC are acting as representatives (the “Representatives”), on the other hand, to issue and sell to the Underwriters the First Mortgage Bonds specified in Schedule II hereto (the “First Mortgage Bonds”) 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 Pricing 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 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 First Mortgage Bonds 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 the First Mortgage Bonds set forth opposite the name of such Underwriter in Schedule I hereto.

Appears in 1 contract

Samples: Underwriting Agreement (Ameren Illinois Co)

Qualified Financial Contracts. In the event that any Underwriter that is a Covered Entity (as defined below) becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined below), the transfer from such Underwriter of this Underwriting Agreement, and any interest and obligation in or under this Underwriting Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Underwriting Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. In the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate (as defined below) of such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined below) under this Underwriting Agreement that may be exercised against such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Underwriting Agreement were governed by the laws of the United States or a state of the United States. “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k). “Covered Entity” means any of the following: (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b). “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable. “U.S. Special Resolution Regime” means each of (x) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (y) Title II of the DxxxXxxx-Fxxxx Xxxxx Xxxx Street Reform and Consumer Protection Act and the regulations promulgated thereunder. If the foregoing is in accordance with your understanding, please sign and return to us a counterpart hereof. Very truly yours, Union Electric Ameren Illinois Company By: /s/ Dxxxxx Xxxxxx X. Xxxxx Name: Dxxxxx Xxxxxx X. Xxxxx Title: Vice President and Treasurer Accepted as of the date hereof: BofA Securities, Inc. Xxxxxxx Xxxxx & Co. LLC RBC Capital Markets, LLC SMBC Nikko TD Securities America, Inc. Truist Securities, Inc. (USA) LLC As Representatives of the several Underwriters BofA Securities, Inc. SMBC Nikko Securities America, Inc. Xxxxxxx Xxxxx & Co. LLC By: /s/ Txx Xxxxx Xxxxxxx Xxxxxxxxxxxxx By: /s/ Jxxx Xxxxx Xxxxxx Name: Txx Xxxxx Xxxxxxx Xxxxxxxxxxxxx Name: Jxxx Xxxxx Xxxxxx Title: Managing Director Title: Managing Director RBC Capital Markets, LLC Truist Securities, Inc. TD Securities (USA) LLC By: /s/ Sxxxx Xxxxx X. Xxxxxxxx By: /s/ Rxxxxx Xxxxxxxxxx Xxxx Xxxxxxxx Name: Sxxxx Xxxxx X. Xxxxxxxx Name: Rxxxxx Xxxxxxxxxx Xxxx Xxxxxxxx Title: Authorized Signatory Title: Director [Signature Page to the Underwriting Agreement] BofA Securities, Inc. Xxxxxxx Xxxxx & Co. LLC RBC Capital Markets, LLC SMBC Nikko TD Securities America, Inc. Truist Securities, Inc. (USA) LLC As Representatives of the several Underwriters named in Schedule I hereto c/o BofA Securities, Inc. One Bryant Park New York, New York 10036 Xxxxxxx Xxxxx & Co. LLC 000 Xxxx Xxxxxx New York, New York 10282 RBC Capital Markets, LLC Brookfield Place 200 000 Xxxxx Xxxxxx, 8th Floor New York, New York 10281 SMBC Nikko TD Securities America(USA) LLC 0 Xxxxxxxxxx Xxxxxx, Inc. 200 Xxxx Xxxxxx 00xx Floor New York, New York 10172 Truist Securities, Inc. 3000 Xxxxxxxxx Xxxx, XX Atlanta, Georgia 30326 10017 Ladies and Gentlemen: Union Electric Ameren Illinois Company, a Missouri an Illinois corporation (the “Company”), proposes, subject to the terms and conditions stated herein and in the Underwriting Agreement, dated January 3November 8, 2024 2022 (the “Underwriting Agreement”), between the Company on the one hand and the Underwriters named in Schedule I hereto (the “Underwriters”), for whom BofA Securities, Inc., Xxxxxxx Xxxxx & Co. LLC, RBC Capital Markets, LLC, SMBC Nikko LLC and TD Securities America, Inc. and Truist Securities, Inc. (USA) LLC are acting as representatives (the “Representatives”), on the other hand, to issue and sell to the Underwriters the First Mortgage Bonds specified in Schedule II hereto (the “First Mortgage Bonds”) 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 Pricing 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 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 First Mortgage Bonds 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 the First Mortgage Bonds set forth opposite the name of such Underwriter in Schedule I hereto.

Appears in 1 contract

Samples: Underwriting Agreement (Ameren Illinois Co)

Qualified Financial Contracts. In the event that any Underwriter that is a Covered Entity (as defined below) becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined below), the transfer from such Underwriter of this Underwriting Agreement, and any interest and obligation in or under this Underwriting Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Underwriting Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. In the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate (as defined below) of such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined below) under this Underwriting Agreement that may be exercised against such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Underwriting Agreement were governed by the laws of the United States or a state of the United States. “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k). “Covered Entity” means any of the following: (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b). “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable. “U.S. Special Resolution Regime” means each of (x) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (y) Title II of the Dxxx-Fxxxx Xxxx Street Reform and Consumer Protection Act and the regulations promulgated thereunder. If the foregoing is in accordance with your understanding, please sign and return to us a counterpart hereof. Very truly yours, Union Electric Company By: /s/ Dxxxxx X. Xxxxx Name: Dxxxxx X. Xxxxx Title: Vice President and Treasurer Accepted as of the date hereof: Barclays Capital Inc. BofA Securities, Inc. RBC Capital Markets, J.X. Xxxxxx Securities LLC SMBC Nikko Securities America, Inc. Truist Securities, Inc. Mxxxxx Sxxxxxx & Co. LLC As Representatives of the several Underwriters Barclays Capital Inc. BofA Securities, Inc. SMBC Nikko Securities America, Inc. By: /s/ Txx Xxxxx By: /s/ Jxxx Xxxxxx Name: Txx Xxxxx Name: Jxxx Xxxxxx Title: Managing Director Title: Managing Director RBC Capital Markets, LLC Truist Securities, Inc. By: /s/ Sxxxx X. Xxxxxxxx Jxxx Xxxxxxx By: /s/ Rxxxxx Xxxxxxxxxx Xxxxxxx Name: Sxxxx X. Jxxx Xxxxxxx Name: Rxxxxx Xxxxxxx Title: Director Title: Managing Director J.X. Xxxxxx Securities LLC Mxxxxx Sxxxxxx & Co. LLC By: /s/ Rxxxxx Xxxxxxxxx By: /s/ Nxxxxxx Xxxxxxxx Name: Rxxxxx Xxxxxxxxxx Xxxxxxxxx Name: Nxxxxxx Xxxxxxxx Title: Authorized Signatory Executive Director Title: Director Vice President [Signature Page to the Underwriting Agreement] Barclays Capital Inc. BofA Securities, Inc. RBC Capital Markets, J.X. Xxxxxx Securities LLC SMBC Nikko Securities America, Inc. Truist Securities, Inc. Mxxxxx Sxxxxxx & Co. LLC As Representatives of the several Underwriters named in Schedule I hereto c/o Barclays Capital Inc. 700 Xxxxxxx Xxxxxx New York, New York 10019 BofA Securities, Inc. One Bryant Park New York, New York 10036 RBC Capital Markets, J.X. Xxxxxx Securities LLC Brookfield Place 200 Xxxxx Xxxxxx, 8th Floor New York, New York 10281 SMBC Nikko Securities America, Inc. 200 Xxxx 300 Xxxxxxx Xxxxxx New York, New York 10172 Truist Securities10179 Mxxxxx Sxxxxxx & Co. LLC 1000 Xxxxxxxx, Inc. 3000 Xxxxxxxxx Xxxx00xx Xxxxx New York, XX Atlanta, Georgia 30326 New York 10036 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 January 3September 30, 2024 (the “Underwriting Agreement”), between the Company on the one hand and the Underwriters named in Schedule I hereto (the “Underwriters”), for whom Barclays Capital Inc., BofA Securities, Inc., RBC Capital Markets, J.X. Xxxxxx Securities LLC, SMBC Nikko Securities America, Inc. and Truist Securities, Inc. Mxxxxx Sxxxxxx & Co. LLC are acting as representatives (the “Representatives”), on the other hand, to issue and sell to the Underwriters the First Mortgage Bonds specified in Schedule II hereto (the “First Mortgage Bonds”) 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 Pricing 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 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 First Mortgage Bonds 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 the First Mortgage Bonds set forth opposite the name of such Underwriter in Schedule I hereto.

Appears in 1 contract

Samples: Underwriting Agreement (Union Electric Co)

Qualified Financial Contracts. In the event that any Underwriter that is a Covered Entity (as defined below) becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined below), the transfer from such Underwriter of this Underwriting Agreement, and any interest and obligation in or under this Underwriting Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Underwriting Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. In the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate (as defined below) of such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined below) under this Underwriting Agreement that may be exercised against such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Underwriting Agreement were governed by the laws of the United States or a state of the United States. “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k). “Covered Entity” means any of the following: (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b). “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable. “U.S. Special Resolution Regime” means each of (x) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (y) Title II of the DxxxXxxx-Fxxxx Xxxxx Xxxx Street Reform and Consumer Protection Act and the regulations promulgated thereunder. If the foregoing is in accordance with your understanding, please sign and return to us a counterpart hereof. [Signature page follows] Very truly yours, Union Electric Company Entergy Louisiana, LLC By: /s/ Dxxxxx X. Xxxxx ________________________________ Name: Dxxxxx X. Xxxxx Title: Vice President and Treasurer Accepted as of the date hereoffirst above written: BofA Securities[Names of Underwriters] By: [Name of Representative] By: ____________________________ Name: Title: By: [Name of Representative] By: ____________________________ Name: Title: $[________] [__]% Series due [________], Inc. RBC Capital Markets20[__] [______] $ [_________] [______] [_________] [______] [_________] TOTAL $ [_________] Part A – Schedule of Free Writing Prospectuses included in the Disclosure Package • Final Term Sheet attached to this Schedule II as Annex A (Issuer Free Writing Prospectus) Part B – Schedule of Free Writing Prospectuses not included in the Disclosure Package • None Part C – Additional Documents Incorporated by Reference • None Part D – Additional Information • None $[________] Issuer: Entergy Louisiana, LLC SMBC Nikko Securities America, Inc. Truist Securities, Inc. As Representatives of the several Underwriters BofA Securities, Inc. SMBC Nikko Securities America, Inc. BySecurity Type: /s/ Txx Xxxxx By: /s/ Jxxx Xxxxxx Name: Txx Xxxxx Name: Jxxx Xxxxxx Title: Managing Director Title: Managing Director RBC Capital Markets, LLC Truist Securities, Inc. By: /s/ Sxxxx X. Xxxxxxxx By: /s/ Rxxxxx Xxxxxxxxxx Name: Sxxxx X. Xxxxxxxx Name: Rxxxxx Xxxxxxxxxx Title: Authorized Signatory Title: Director [Signature Page to the Underwriting Agreement] BofA Securities, Inc. RBC Capital Markets, LLC SMBC Nikko Securities America, Inc. Truist Securities, Inc. As Representatives of the several Underwriters named in Schedule I hereto c/o BofA Securities, Inc. One Bryant Park New York, New York 10036 RBC Capital Markets, LLC Brookfield Place 200 Xxxxx Xxxxxx, 8th Floor New York, New York 10281 SMBC Nikko Securities America, Inc. 200 Xxxx Xxxxxx New York, New York 10172 Truist Securities, Inc. 3000 Xxxxxxxxx Xxxx, XX 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 January 3, 2024 (the “Underwriting Agreement”), between the Company on the one hand and the Underwriters named in Schedule I hereto (the “Underwriters”), for whom BofA Securities, Inc., RBC Capital Markets, LLC, SMBC Nikko Securities America, Inc. and Truist Securities, Inc. are acting as representatives (the “Representatives”), on the other hand, to issue and sell to the Underwriters the First Collateral Trust Mortgage Bonds specified in Schedule II hereto (the “First Mortgage Bonds”) 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 Pricing 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 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 First Mortgage Bonds 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 the First Mortgage Bonds set forth opposite the name of such Underwriter in Schedule I hereto.SEC Registered)

Appears in 1 contract

Samples: Underwriting Agreement (Entergy Mississippi, LLC)

Qualified Financial Contracts. In the event that any the Underwriter that is a Covered Entity (as defined below) becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined below), the transfer from such the Underwriter of this Underwriting Agreement, and any interest and obligation in or under this Underwriting Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Underwriting Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. In the event that any the Underwriter that is a Covered Entity or a BHC Act Affiliate (as defined below) of such the Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined below) under this Underwriting Agreement that may be exercised against such the Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Underwriting Agreement were governed by the laws of the United States or a state of the United States. “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k). “Covered Entity” means any of the following: (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b). “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable. “U.S. Special Resolution Regime” means each of (x) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (y) Title II of the DxxxXxxx-Fxxxx Xxxxx Xxxx Street Reform and Consumer Protection Act and the regulations promulgated thereunder. If the foregoing is in accordance with your understanding, please sign and return to us a counterpart the Company the enclosed duplicate hereof. Very truly yours, Union Electric Company AMEREN CORPORATION By: /s/ Dxxxxx Xxxxxx X. Xxxxx Name: Dxxxxx Xxxxxx X. Xxxxx Title: Vice President and Treasurer Accepted as of the date hereof: BofA Securities, Inc. RBC Capital Markets, XXXXXXX XXXXX & CO. LLC SMBC Nikko Securities America, Inc. Truist Securities, Inc. As Representatives of the several Underwriters BofA Securities, Inc. SMBC Nikko Securities America, Inc. in its capacity as Underwriter By: /s/ Txx Xxxxx By: /s/ Jxxx Xxxxxx Xxxxxxxxx Xxxx Name: Txx Xxxxx Name: Jxxx Xxxxxx Xxxxxxxxx Xxxx Title: Managing Director Accepted as of the date hereof: XXXXXXX SACHS & CO. LLC in its capacity as Forward Seller By: /s/ Xxxx Xxxxx Name: Xxxx Xxxxx Title: Managing Director RBC Capital MarketsXXXXXXX XXXXX & CO. LLC Acting in its capacity as Forward Purchaser, LLC Truist Securitiessolely as the recipient and/or beneficiary of certain representations, Inc. warranties, covenants and indemnities set forth in this Agreement By: /s/ Sxxxx X. Xxxxxxxx By: /s/ Rxxxxx Xxxxxxxxxx Xxxxxxxxx Xxxx Name: Sxxxx X. Xxxxxxxx Name: Rxxxxx Xxxxxxxxxx Xxxxxxxxx Xxxx Title: Authorized Signatory Title: Managing Director [Signature Page to the Underwriting Agreement] BofA SecuritiesWarner X. Xxxxxx Xxxxxx X. Xxxxx, Inc. RBC Capital Markets, LLC SMBC Nikko Securities America, Inc. Truist Securities, Inc. As Representatives of the several Underwriters named in Schedule I hereto c/o BofA Securities, Inc. One Bryant Park New York, New York 10036 RBC Capital Markets, LLC Brookfield Place 200 Xx. Xxxxxxx X. Xxxx Xxxxxxx X. Xxxxx Xxxxxx, 8th Floor New York, New York 10281 SMBC Nikko Securities America, Inc. 200 Xxxx Xxxxxx New York, New York 10172 Truist Securities, Inc. 3000 Xxxxxxxxx Xxxx, XX 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 January 3, 2024 (the “Underwriting Agreement”), between the Company on the one hand and the Underwriters named in Schedule I hereto (the “Underwriters”), for whom BofA Securities, Inc., RBC Capital Markets, LLC, SMBC Nikko Securities America, Inc. and Truist Securities, Inc. are acting as representatives (the “Representatives”), on the other hand, to issue and sell to the Underwriters the First Mortgage Bonds specified in Schedule II hereto (the “First Mortgage Bonds”) 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 Pricing 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 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 First Mortgage Bonds 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 the First Mortgage Bonds set forth opposite the name of such Underwriter in Schedule I hereto.X. Xxxxx

Appears in 1 contract

Samples: Underwriting Agreement (Ameren Corp)

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Qualified Financial Contracts. In the event that any Underwriter that is a Covered Entity (as defined below) becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined below), the transfer from such Underwriter of this Underwriting Agreement, and any interest and obligation in or under this Underwriting Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Underwriting Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. In the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate (as defined below) of such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined below) under this Underwriting Agreement that may be exercised against such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Underwriting Agreement were governed by the laws of the United States or a state of the United States. “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k). “Covered Entity” means any of the following: (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b). “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable. “U.S. Special Resolution Regime” means each of (x) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (y) Title II of the DxxxXxxx-Fxxxx Xxxxx Xxxx Street Reform and Consumer Protection Act and the regulations promulgated thereunder. If the foregoing is in accordance with your understanding, please sign and return to us the Company the enclosed duplicate hereof, whereupon this Agreement will become a counterpart hereofbinding agreement between the Company and the Underwriters in accordance with its terms. Very truly yours, Union Electric Company By: /s/ Dxxxxx Xxxxxx X. Xxxxx Name: Dxxxxx Xxxxxx X. Xxxxx Title: Vice President and Treasurer Accepted as of the date hereof: BofA Securities, Inc. RBC Capital Markets, LLC SMBC Nikko Securities America, Inc. Truist Securities, Inc. As Representatives of the several Underwriters BofA Securities, Inc. SMBC Nikko Securities America, Inc. By: /s/ Txx Xxxxxx Xxxxx By: /s/ Jxxx Xxxxx Xxxxxx Name: Txx Xxxxxx Xxxxx Name: Jxxx Xxxxx Xxxxxx Title: Managing Director Title: Managing Director RBC Capital Markets, LLC Truist Securities, Inc. By: /s/ Sxxxx X. Xxxxxxxx Xxxxxx Xxxxxxxxx By: /s/ Rxxxxx Xxxxxxxxxx Xxxxxxxx Xxxxxx Name: Sxxxx X. Xxxxxxxx Xxxxxx Xxxxxxxxx Name: Rxxxxx Xxxxxxxxxx Xxxxxxxx Xxxxxx Title: Authorized Signatory Executive Director Title: Managing Director [Signature Page to the Underwriting Agreement] BofA Securities, Inc. RBC Capital Markets, LLC SMBC Nikko Securities America, Inc. Truist Securities, Inc. As By: /s/ Xxxxxx Xxxx Name: Xxxxxx Xxxx Title: Managing Director For themselves and as Representatives of the several other Underwriters named in Schedule I hereto c/o BofA Barclays Capital Inc. $ 133,700,000 Xxxxxxx Xxxxx & Co. LLC 133,700,000 X.X. Xxxxxx Securities LLC 133,700,000 Xxxxxx Xxxxxxx & Co. LLC 133,700,000 MUFG Securities Americas Inc. 133,700,000 Xxxxxx Xxxxxxxx, LLC 10,500,000 MFR Securities, Inc. One Bryant Park New York, New York 10036 RBC Capital Markets, LLC Brookfield Place 200 Xxxxx Xxxxxx, 8th Floor New York, New York 10281 SMBC Nikko Securities America10,500,000 Xxxxxxxx Financial Group, Inc. 200 Xxxx Xxxxxx New York, New York 10172 Truist Securities, Inc. 3000 Xxxxxxxxx Xxxx, XX 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 January 3, 2024 (the “Underwriting Agreement”), between the Company on the one hand and the Underwriters named in Schedule I hereto (the “Underwriters”), for whom BofA Securities, Inc., RBC Capital Markets, LLC, SMBC Nikko Securities America, Inc. and Truist Securities, Inc. are acting as representatives (the “Representatives”), on the other hand, to issue and sell to the Underwriters the First Mortgage Bonds specified in Schedule II hereto (the “First Mortgage Bonds”) 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 Pricing 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 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 First Mortgage Bonds 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 the First Mortgage Bonds set forth opposite the name of such Underwriter in Schedule I hereto.10,500,000 Total $ 700,000,000

Appears in 1 contract

Samples: Underwriting Agreement (Ameren Corp)

Qualified Financial Contracts. In the event that any Underwriter that is a Covered Entity (as defined below) becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined below), the transfer from such Underwriter of this Underwriting Agreement, and any interest and obligation in or under this Underwriting Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Underwriting Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. In the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate (as defined below) of such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined below) under this Underwriting Agreement that may be exercised against such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Underwriting Agreement were governed by the laws of the United States or a state of the United States. “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k). “Covered Entity” means any of the following: (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b). “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable. “U.S. Special Resolution Regime” means each of (x) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (y) Title II of the DxxxXxxx-Fxxxx Xxxxx Xxxx Street Reform and Consumer Protection Act and the regulations promulgated thereunder. If the foregoing is in accordance with your understanding, please sign and return to us a counterpart hereof. [Signature page follows] Very truly yours, Union Electric Company Entergy Texas, Inc. By: /s/ Dxxxxx X. Xxxxx ________________________________ Name: Dxxxxx X. Xxxxx Title: Vice President and Treasurer Accepted as of the date hereoffirst above written: BofA Securities, Inc. RBC Capital Markets, LLC SMBC Nikko Securities America, Inc. Truist Securities, Inc. As Representatives [Names of the several Underwriters BofA Securities, Inc. SMBC Nikko Securities America, Inc. Underwriters] By: /s/ Txx Xxxxx [Name of Representative] By: /s/ Jxxx Xxxxxx ____________________________ Name: Txx Xxxxx Title: By: [Name of Representative] By: ____________________________ Name: Jxxx Xxxxxx Title: Managing Director Title: Managing Director RBC Capital Markets, LLC Truist Securities, Inc. By: /s/ Sxxxx X. Xxxxxxxx By: /s/ Rxxxxx Xxxxxxxxxx Name: Sxxxx X. Xxxxxxxx Name: Rxxxxx Xxxxxxxxxx Title: Authorized Signatory Title: Director $[Signature Page to the Underwriting Agreement________] BofA Securities, Inc. RBC Capital Markets, LLC SMBC Nikko Securities America, Inc. Truist Securities, Inc. As Representatives of the several Underwriters named in Schedule I hereto c/o BofA Securities, Inc. One Bryant Park New York, New York 10036 RBC Capital Markets, LLC Brookfield Place 200 Xxxxx Xxxxxx, 8th Floor New York, New York 10281 SMBC Nikko Securities America, Inc. 200 Xxxx Xxxxxx New York, New York 10172 Truist Securities, Inc. 3000 Xxxxxxxxx Xxxx, XX 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 January 3, 2024 (the “Underwriting Agreement”), between the Company on the one hand and the Underwriters named in Schedule I hereto (the “Underwriters”), for whom BofA Securities, Inc., RBC Capital Markets, LLC, SMBC Nikko Securities America, Inc. and Truist Securities, Inc. are acting as representatives (the “Representatives”), on the other hand, to issue and sell to the Underwriters the First Mortgage Bonds specified in Schedule II hereto (the “First Mortgage Bonds”) with the terms set forth in , [__]% Series due [________], 20[__] [______] $ [_________] [______] [_________] [______] [_________] TOTAL $ [_________] Part A – 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 Pricing 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 Representatives herein and Free Writing Prospectuses included in the provisions Disclosure Package • Final Term Sheet attached to this Schedule II as Annex A (Issuer Free Writing Prospectus) Part B – Schedule of the Underwriting Agreement so incorporated by reference shall be deemed to refer to you. Unless otherwise defined herein, terms defined Free Writing Prospectuses not included 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 Disclosure Package • None Part C – Additional Documents Incorporated by Reference • None Part D – Additional Information • None $[________] First Mortgage Bonds 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 referenceBonds, the Company agrees to issue and sell to each of the Underwriters[__]% Series due [________], and each of the Underwriters agrees20[__] Issuer: Entergy Texas, 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 the First Mortgage Bonds set forth opposite the name of such Underwriter in Schedule I hereto.Inc.

Appears in 1 contract

Samples: Underwriting Agreement (Entergy Mississippi, LLC)

Qualified Financial Contracts. In the event that any Underwriter that is a Covered Entity (as defined below) becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined below), the transfer from such Underwriter of this Underwriting Agreement, and any interest and obligation in or under this Underwriting Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Underwriting Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. In the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate (as defined below) of such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined below) under this Underwriting Agreement that may be exercised against such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Underwriting Agreement were governed by the laws of the United States or a state of the United States. “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k). “Covered Entity” means any of the following: (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b). “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable. “U.S. Special Resolution Regime” means each of (x) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (y) Title II of the Dxxx-Fxxxx Xxxx Street Reform and Consumer Protection Act and the regulations promulgated thereunder. If the foregoing is in accordance with your understanding, please sign and return to us a counterpart hereof. Very truly yours, Union Electric Company By: /s/ Dxxxxx X. Xxxxx Name: Dxxxxx X. Xxxxx Title: Vice President and Treasurer Accepted as of the date hereof: BofA Securities, Inc. KeyBanc Capital Markets Inc. RBC Capital Markets, LLC SMBC Nikko TD Securities America, Inc. Truist Securities(USA) LLC U.S. Bancorp Investments, Inc. As Representatives of the several Underwriters BofA Securities, Inc. SMBC Nikko Securities America, KeyBanc Capital Markets Inc. By: /s/ Txx Xxxxx Sxxxx Xxxxxx By: /s/ Jxxx Kxxxxxx Xxxxxx Name: Txx Xxxxx Sxxxx Xxxxxx Name: Jxxx Kxxxxxx Xxxxxx Title: Managing Director Title: Managing Director Vice President RBC Capital Markets, LLC Truist Securities, Inc. TD Securities (USA) LLC By: /s/ Sxxxx X. Xxxxxxxx By: /s/ Rxxxxx Xxxxxxxxxx Lxxx Xxxxxxxx Name: Sxxxx X. Xxxxxxxx Name: Rxxxxx Xxxxxxxxxx Lxxx Xxxxxxxx Title: Authorized Signatory Title: Director U.S. Bancorp Investments, Inc. By: /s/ Ixxxxxxx Xxxxxxx Name: Ixxxxxxx Xxxxxxx Title: Vice President [Signature Page to the Underwriting Agreement] BofA Securities, Inc. KeyBanc Capital Markets Inc. RBC Capital Markets, LLC SMBC Nikko TD Securities America, Inc. Truist Securities(USA) LLC U.S. Bancorp Investments, Inc. As Representatives of the several Underwriters named in Schedule I hereto c/o BofA Securities, Inc. One Bryant Park New YorkOxx Xxxxxx Xxxx Xxx Xxxx, New York 10036 Xxx Xxxx 00000 KeyBanc Capital Markets Inc. 100 Xxxxxx Xxxxxx Xxxxxxxxx, Xxxx 00000 RBC Capital Markets, LLC Brookfield Place 200 Xxxxx Xxxxxx, 8th Floor New York, New York 10281 SMBC Nikko TD Securities America(USA) LLC 1 Xxxxxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 10017 U.S. Bancorp Investments, Inc. 200 Xxxx Xxxxxx New YorkX. Xxxxx Street, New York 10172 Truist Securities26th Floor Charlotte, Inc. 3000 Xxxxxxxxx Xxxx, XX Atlanta, Georgia 30326 North Carolina 28202 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 January 3February 27, 2024 2023 (the “Underwriting Agreement”), between the Company on the one hand and the Underwriters named in Schedule I hereto (the “Underwriters”), for whom BofA Securities, Inc., KeyBanc Capital Markets Inc., RBC Capital Markets, LLC, SMBC Nikko TD Securities America, Inc. (USA) LLC and Truist SecuritiesU.S. Bancorp Investments, Inc. are acting as representatives (the “Representatives”), on the other hand, to issue and sell to the Underwriters the First Mortgage Bonds specified in Schedule II hereto (the “First Mortgage Bonds”) 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 Pricing 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 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 First Mortgage Bonds 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 the First Mortgage Bonds set forth opposite the name of such Underwriter in Schedule I hereto.

Appears in 1 contract

Samples: Underwriting Agreement (Union Electric Co)

Qualified Financial Contracts. In the event that any Underwriter that is a Covered Entity (as defined below) becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined below), the transfer from such Underwriter of this Underwriting Agreement, and any interest and obligation in or under this Underwriting Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Underwriting Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. In the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate (as defined below) of such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined below) under this Underwriting Agreement that may be exercised against such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Underwriting Agreement were governed by the laws of the United States or a state of the United States. “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k). “Covered Entity” means any of the following: (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b). “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable. “U.S. Special Resolution Regime” means each of (x) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (y) Title II of the DxxxXxxx-Fxxxx Xxxxx Xxxx Street Reform and Consumer Protection Act and the regulations promulgated thereunder. If the foregoing is in accordance with your understanding, please sign and return to us a counterpart hereof. Very truly yours, Union Electric Company UNION ELECTRIC COMPANY By: /s/ Dxxxxx Xxxxxx X. Xxxxx Name: Dxxxxx Xxxxxx X. Xxxxx Title: Vice President and Treasurer Accepted as of the date hereof: BofA SecuritiesX.X. XXXXXX SECURITIES LLC SUNTRUST XXXXXXXX XXXXXXXX, Inc. RBC Capital MarketsINC. U.S. BANCORP INVESTMENTS, INC. XXXXX FARGO SECURITIES, LLC SMBC Nikko Securities America, Inc. Truist Securities, Inc. As Representatives of the several Underwriters BofA Securities, Inc. SMBC Nikko Securities America, Inc. X.X. XXXXXX SECURITIES LLC By: /s/ Txx Xxxxx Xxxxxx Xxxxxxxxx Name: Xxxxxx Xxxxxxxxx Title: Executive Director SUNTRUST XXXXXXXX XXXXXXXX, INC. By: /s/ Jxxx Xxxxxx Xxx Xxxxxxxxxx Name: Txx Xxxxx Xxx Xxxxxxxxxx Title: Director U.S. BANCORP INVESTMENTS, INC. By: /s/ Xxxxxxx Xxxxxxx Name: Jxxx Xxxxxx Xxxxxxx Xxxxxxx Title: Managing Director Title: Managing Director RBC Capital Markets[Signature Page to the Underwriting Agreement] XXXXX FARGO SECURITIES, LLC Truist Securities, Inc. By: /s/ Sxxxx X. Xxxxxxxx By: /s/ Rxxxxx Xxxxxxxxxx Xxxxxxx Xxxxxx Name: Sxxxx X. Xxxxxxxx Name: Rxxxxx Xxxxxxxxxx Title: Authorized Signatory Xxxxxxx Xxxxxx Title: Director [Signature Page to the Underwriting Agreement] BofA X.X. Xxxxxx Securities LLC SunTrust Xxxxxxxx Xxxxxxxx, Inc. U.S. Bancorp Investments, Inc. Xxxxx Fargo Securities, Inc. RBC Capital Markets, LLC SMBC Nikko Securities America, Inc. Truist Securities, Inc. As Representatives of the several Underwriters named in Schedule I hereto c/o BofA SecuritiesX.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 SunTrust Xxxxxxxx Xxxxxxxx, Inc. One Bryant Park New York, New York 10036 RBC Capital Markets, LLC Brookfield Place 200 Xxxxx Xxxxxx, 8th Floor New York, New York 10281 SMBC Nikko Securities America, Inc. 200 Xxxx Xxxxxx New York, New York 10172 Truist Securities, Inc. 3000 0000 Xxxxxxxxx Xxxx, XX AtlantaXxxxxxx, Georgia 30326 Xxxxxxx 00000 U.S. Bancorp Investments, Inc. 000 X. Xxxxx Street, 26th Floor Charlotte, North Carolina 28202 Xxxxx Fargo Securities, LLC 000 Xxxxx Xxxxx Xxxxxx, 5th Floor Charlotte, North Carolina 28202 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 January 3September 23, 2024 2019 (the “Underwriting Agreement”), between the Company on the one hand and the Underwriters named in Schedule I hereto (the “Underwriters”), for whom BofA SecuritiesX.X. Xxxxxx Securities LLC, SunTrust Xxxxxxxx Xxxxxxxx, Inc., RBC Capital Markets, LLC, SMBC Nikko Securities AmericaU.S. Bancorp Investments, Inc. and Truist Xxxxx Fargo Securities, Inc. LLC are acting as representatives (the “Representatives”), on the other hand, to issue and sell to the Underwriters the First Mortgage Bonds specified in Schedule II hereto (the “First Mortgage Bonds”) 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 Pricing 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 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 First Mortgage Bonds 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 the First Mortgage Bonds set forth opposite the name of such Underwriter in Schedule I hereto.

Appears in 1 contract

Samples: Underwriting Agreement (Union Electric Co)

Qualified Financial Contracts. In the event that any Underwriter that is a Covered Entity (as defined below) becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined below), the transfer from such Underwriter of this Underwriting Agreement, and any interest and obligation in or under this Underwriting Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Underwriting Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. In the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate (as defined below) of such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined below) under this Underwriting Agreement that may be exercised against such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Underwriting Agreement were governed by the laws of the United States or a state of the United States. “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k). “Covered Entity” means any of the following: (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b). “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable. “U.S. Special Resolution Regime” means each of (x) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (y) Title II of the Dxxx-Fxxxx Xxxx Street Reform and Consumer Protection Act and the regulations promulgated thereunder. If the foregoing is in accordance with your understanding, please sign and return to us a counterpart hereof. Very truly yours, Union Electric Company By: /s/ Dxxxxx X. Xxxxx Name: Dxxxxx X. Xxxxx Title: Vice President and Treasurer Accepted as of the date hereof: BofA Securities, Barclays Capital Inc. RBC Capital Markets, J.X. Xxxxxx Securities LLC MUFG Securities Americas Inc. SMBC Nikko Securities America, Inc. Truist Securities, Inc. As Representatives of the several Underwriters BofA Securities, Barclays Capital Inc. J.X. Xxxxxx Securities LLC By: /s/ Rxxxxx Xxxxx By: /s/ Rxxxxx Xxxxxxxxx Name: Rxxxxx Xxxxx Name: Rxxxxx Xxxxxxxxx Title: Managing Director Title: Executive Director MUFG Securities Americas Inc. SMBC Nikko Securities America, Inc. By: /s/ Txx Rxxxxxx Xxxxx By: /s/ Jxxx Xxxxxx Name: Txx Rxxxxxx Xxxxx Name: Jxxx Xxxxxx Rxxxxxx Xxxxx Title: Managing Director Title: Managing Director RBC Capital Markets, LLC Truist Securities, Inc. By: /s/ Sxxxx X. Xxxxxxxx By: /s/ Rxxxxx Xxxxxxxxxx Name: Sxxxx X. Xxxxxxxx Name: Rxxxxx Xxxxxxxxxx Title: Authorized Signatory Title: Director [Signature Page to the Underwriting Agreement] BofA Securities, Barclays Capital Inc. RBC Capital Markets, J.X. Xxxxxx Securities LLC MUFG Securities Americas Inc. SMBC Nikko Securities America, Inc. Truist Securities, Inc. As Representatives of the several Underwriters named in Schedule I hereto c/o BofA Securities, Barclays Capital Inc. One Bryant Park New York, New York 10036 RBC Capital Markets, LLC Brookfield Place 200 Xxxxx Xxxxxx, 8th Floor New York, New York 10281 SMBC Nikko Securities America, Inc. 200 Xxxx 700 Xxxxxxx Xxxxxx New York, New York 10172 Truist Securities, Inc. 3000 Xxxxxxxxx Xxx Xxxx, XX 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 January 3, 2024 (the “Underwriting Agreement”), between the Company on the one hand and the Underwriters named in Schedule I hereto (the “Underwriters”), for whom BofA Securities, Inc., RBC Capital Markets, LLC, SMBC Nikko Securities America, Inc. and Truist Securities, Inc. are acting as representatives (the “Representatives”), on the other hand, to issue and sell to the Underwriters the First Mortgage Bonds specified in Schedule II hereto (the “First Mortgage Bonds”) 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 Pricing 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 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 First Mortgage Bonds 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 the First Mortgage Bonds set forth opposite the name of such Underwriter in Schedule I hereto.Xxx Xxxx 00000

Appears in 1 contract

Samples: Underwriting Agreement (Union Electric Co)

Qualified Financial Contracts. In the event that any Underwriter that is a Covered Entity (as defined below) becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined below), the transfer from such Underwriter of this Underwriting Agreement, and any interest and obligation in or under this Underwriting Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Underwriting Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. In the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate (as defined below) of such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined below) under this Underwriting Agreement that may be exercised against such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Underwriting Agreement were governed by the laws of the United States or a state of the United States. “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k). “Covered Entity” means any of the following: (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b). “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable. “U.S. Special Resolution Regime” means each of (x) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (y) Title II of the DxxxXxxx-Fxxxx Xxxxx Xxxx Street Reform and Consumer Protection Act and the regulations promulgated thereunder. If the foregoing is in accordance with your understanding, please sign and return to us a counterpart hereof. Very truly yours, Union Electric Company AMEREN ILLINOIS COMPANY By: /s/ Dxxxxx Xxxxxx X. Xxxxx Name: Dxxxxx Xxxxxx X. Xxxxx Title: Vice President and Treasurer Accepted as of the date hereof: BofA Securities, Inc. RBC Capital MarketsBNY MELLON CAPITAL MARKETS, LLC SMBC Nikko Securities America, Inc. Truist Securities, Inc. XXXXXXX XXXXX & CO. LLC MIZUHO SECURITIES USA LLC As Representatives of the several Underwriters BofA SecuritiesBNY MELLON CAPITAL MARKETS, Inc. SMBC Nikko Securities America, Inc. LLC By: /s/ Txx Xxxxx Xxx Xxxxxxx Name: Xxx Xxxxxxx Title: Managing Director XXXXXXX XXXXX & CO. LLC By: /s/ Jxxx Xxxx Xxxxxx Name: Txx Xxxxx Name: Jxxx Xxxx Xxxxxx Title: Managing Director MIZUHO SECURITIES USA LLC By: /s/ Xxxxxxxx Xxxxxxx Name: Xxxxxxxx Xxxxxxx Title: Managing Director RBC BNY Mellon Capital Markets, LLC Truist Securities, Inc. By: /s/ Sxxxx X. Xxxxxxxx By: /s/ Rxxxxx Xxxxxxxxxx Name: Sxxxx X. Xxxxxxxx Name: Rxxxxx Xxxxxxxxxx Title: Authorized Signatory Title: Director [Signature Page to the Underwriting Agreement] BofA Securities, Inc. RBC Capital Markets, Xxxxxxx Xxxxx & Co. LLC SMBC Nikko Mizuho Securities America, Inc. Truist Securities, Inc. USA LLC As Representatives of the several Underwriters named in Schedule I hereto cx/o BofA Securities, Inc. One Bryant Park New York, New York 10036 RBC Capital Marketsx XXX Xxxxxx Xxxxxxx Xxxxxxx, LLC Brookfield Place 200 Xxxxx 000 Xxxxxxxxx Xxxxxx, 8th Floor New York0 Xxxx Xxx Xxxx, New York 10281 SMBC Nikko Securities America, Inc. 200 Xxx Xxxx 00000 Xxxxxxx Xxxxx & Co. LLC 000 Xxxx Xxxxxx New York, New York 10172 Truist Securities, Inc. 3000 Xxxxxxxxx Xxx Xxxx, XX AtlantaXxx Xxxx 00000 Mizuho Securities USA LLC 000 Xxxx Xxxxxx, Georgia 30326 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: Union Electric Ameren Illinois Company, a Missouri an Illinois corporation (the “Company”), proposes, subject to the terms and conditions stated herein and in the Underwriting Agreement, dated January 3November 18, 2024 2019 (the “Underwriting Agreement”), between the Company on the one hand and the Underwriters named in Schedule I hereto (the “Underwriters”), for whom BofA Securities, Inc., RBC BNY Mellon Capital Markets, LLC, SMBC Nikko Xxxxxxx Xxxxx & Co. LLC and Mizuho Securities America, Inc. and Truist Securities, Inc. USA LLC are acting as representatives (the “Representatives”), on the other hand, to issue and sell to the Underwriters the First Mortgage Bonds specified in Schedule II hereto (the “First Mortgage Bonds”) 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 Pricing 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 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 First Mortgage Bonds 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 the First Mortgage Bonds set forth opposite the name of such Underwriter in Schedule I hereto.

Appears in 1 contract

Samples: Underwriting Agreement (Ameren Illinois Co)

Qualified Financial Contracts. In the event that any Underwriter that is a Covered Entity (as defined below) becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined below), the transfer from such Underwriter of this Underwriting Agreement, and any interest and obligation in or under this Underwriting Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Underwriting Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. In the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate (as defined below) of such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined below) under this Underwriting Agreement that may be exercised against such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Underwriting Agreement were governed by the laws of the United States or a state of the United States. “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k). “Covered Entity” means any of the following: (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b). “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable. “U.S. Special Resolution Regime” means each of (x) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (y) Title II of the DxxxXxxx-Fxxxx Xxxxx Xxxx Street Reform and Consumer Protection Act and the regulations promulgated thereunder. If the foregoing is in accordance with your understanding, please sign and return to us a counterpart hereof. [Signature page follows] Very truly yours, Union Electric Company Entergy Corporation By: /s/ Dxxxxx X. Xxxxx _____________________________ Name: Dxxxxx X. Xxxxx Title: Vice President and Treasurer Accepted as of the date hereoffirst above written: BofA Securities[Names of Underwriters] By: [Name of Representative] By: ____________________________ Name: Title: By: [Name of Representative] By: ____________________________ Name: Title: [______] $ [_________] [______]. [_________] [______] [_________] TOTAL $ [_________] Part A – Schedule of Free Writing Prospectuses included in the Disclosure Package • Final Term Sheet relating to the Notes attached to this Schedule II as Annex A (Issuer Free Writing Prospectus) Part B – Schedule of Free Writing Prospectuses not included in the Disclosure Package • None Part C – Additional Documents Incorporated by Reference • None Part D – Additional Information • None Issuer: Entergy Corporation Security Type: Senior Notes (SEC Registered) Expected Ratings(1): [___] ([______] outlook) by Xxxxx’x Investors Service, Inc. RBC Capital Markets[___] ([______] outlook) by S&P Global Ratings Trade Date: [________], LLC SMBC Nikko Securities America20[__] Settlement Date (T+[__])[(2)]: [________], Inc. Truist Securities, Inc. As Representatives of the several Underwriters BofA Securities, Inc. SMBC Nikko Securities America, Inc. By: /s/ Txx Xxxxx By: /s/ Jxxx Xxxxxx Name: Txx Xxxxx Name: Jxxx Xxxxxx Title: Managing Director Title: Managing Director RBC Capital Markets, LLC Truist Securities, Inc. By: /s/ Sxxxx X. Xxxxxxxx By: /s/ Rxxxxx Xxxxxxxxxx Name: Sxxxx X. Xxxxxxxx Name: Rxxxxx Xxxxxxxxxx Title: Authorized Signatory Title: Director 20[Signature Page to the Underwriting Agreement] BofA Securities, Inc. RBC Capital Markets, LLC SMBC Nikko Securities America, Inc. Truist Securities, Inc. As Representatives of the several Underwriters named in Schedule I hereto c/o BofA Securities, Inc. One Bryant Park New York, New York 10036 RBC Capital Markets, LLC Brookfield Place 200 Xxxxx Xxxxxx, 8th Floor New York, New York 10281 SMBC Nikko Securities America, Inc. 200 Xxxx Xxxxxx New York, New York 10172 Truist Securities, Inc. 3000 Xxxxxxxxx Xxxx, XX 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 January 3, 2024 (the “Underwriting Agreement”), between the Company on the one hand and the Underwriters named in Schedule I hereto (the “Underwriters”), for whom BofA Securities, Inc., RBC Capital Markets, LLC, SMBC Nikko Securities America, Inc. and Truist Securities, Inc. are acting as representatives (the “Representatives”), on the other hand, to issue and sell to the Underwriters the First Mortgage Bonds specified in Schedule II hereto (the “First Mortgage Bonds”) 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 Pricing 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 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 First Mortgage Bonds 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 the First Mortgage Bonds set forth opposite the name of such Underwriter in Schedule I hereto.__]

Appears in 1 contract

Samples: Underwriting Agreement (Entergy Mississippi, LLC)

Qualified Financial Contracts. In the event that any Underwriter that is a Covered Entity (as defined below) becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined below), the transfer from such Underwriter of this Underwriting Agreement, and any interest and obligation in or under this Underwriting Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Underwriting Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. In the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate (as defined below) of such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined below) under this Underwriting Agreement that may be exercised against such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Underwriting Agreement were governed by the laws of the United States or a state of the United States. BHC Act Affiliate” Affiliate has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k). Covered Entity” Entity means any of the following: (i) a covered entity” entity as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a covered bank” bank as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a covered FSI” FSI as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b). Default Right” Right has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable. U.S. Special Resolution Regime” Regime means each of (x) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (y) Title II of the DxxxXxxx-Fxxxx Xxxxx Xxxx Street Reform and Consumer Protection Act and the regulations promulgated thereunder. If the foregoing is in accordance with your understanding, please sign and return to us the Company the enclosed duplicate hereof, whereupon this Agreement will become a counterpart hereofbinding agreement between the Company and the Underwriters in accordance with its terms. Very truly yours, Union Electric Company By: /s/ Dxxxxx Xxxxxx X. Xxxxx Name: Dxxxxx Xxxxxx X. Xxxxx Title: Vice President and Treasurer Accepted as of the date hereof: BofA Securities, Inc. RBC Capital Markets, LLC SMBC Nikko Securities America, Inc. Truist Securities, Inc. As Representatives of the several Underwriters BofA Securities, Inc. SMBC Nikko Securities America, Inc. By: /s/ Txx Xxxxx By: /s/ Jxxx Xxxx X. Xxxxxx Name: Txx Xxxxx Name: Jxxx Xxxx X. Xxxxxx Title: Managing Director By: /s/ W. Xxxxx Xxxxxxxx Name: W. Xxxxx Xxxxxxxx Title: Managing Director RBC Capital Markets, LLC Truist Securities, Inc. By: /s/ Sxxxx X. Xxxxxxxx Yurij Slyz Name: Yurij Slyz Title: Executive Director By: /s/ Rxxxxx Xxxxxxxxxx Name: Sxxxx X. Xxxx Xxxxxxxx Name: Rxxxxx Xxxxxxxxxx Title: Authorized Signatory Xxxx Xxxxxxxx Title: Director [Signature Page to the Underwriting Agreement] BofA Securities, Inc. RBC Capital Markets, LLC SMBC Nikko Securities America, Inc. Truist Securities, Inc. As For themselves and as Representatives of the several other Underwriters named in Schedule I hereto c/o BofA SecuritiesXxxxxxx Xxxxx & Co. LLC $ 111,250,000 Mizuho Securities USA LLC 111,250,000 Xxxxxx Xxxxxxx & Co. LLC 111,250,000 TD Securities (USA) LLC 111,250,000 KeyBanc Capital Markets Inc. 32,500,000 Xxxxxx Xxxxxxxx, LLC 7,500,000 Xxxxxxxx Financial Group, Inc. One Bryant Park New York, New York 10036 RBC Capital Markets7,500,000 X. Xxxxxxx & Co., LLC Brookfield Place 200 Xxxxx Xxxxxx, 8th Floor New York, New York 10281 SMBC Nikko Securities America, Inc. 200 Xxxx Xxxxxx New York, New York 10172 Truist Securities, Inc. 3000 Xxxxxxxxx Xxxx, XX 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 January 3, 2024 (the “Underwriting Agreement”), between the Company on the one hand and the Underwriters named in Schedule I hereto (the “Underwriters”), for whom BofA Securities, Inc., RBC Capital Markets, LLC, SMBC Nikko Securities America, Inc. and Truist Securities, Inc. are acting as representatives (the “Representatives”), on the other hand, to issue and sell to the Underwriters the First Mortgage Bonds specified in Schedule II hereto (the “First Mortgage Bonds”) 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 Pricing 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 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 First Mortgage Bonds 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 the First Mortgage Bonds set forth opposite the name of such Underwriter in Schedule I hereto.7,500,000

Appears in 1 contract

Samples: Underwriting Agreement (Ameren Corp)

Qualified Financial Contracts. In the event that any Underwriter that is a Covered Entity (as defined below) becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined below), the transfer from such Underwriter of this Underwriting Agreement, and any interest and obligation in or under this Underwriting Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Underwriting Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. In the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate (as defined below) of such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined below) under this Underwriting Agreement that may be exercised against such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Underwriting Agreement were governed by the laws of the United States or a state of the United States. “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k). “Covered Entity” means any of the following: (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b). “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable. “U.S. Special Resolution Regime” means each of (x) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (y) Title II of the DxxxXxxx-Fxxxx Xxxxx Xxxx Street Reform and Consumer Protection Act and the regulations promulgated thereunder. If the foregoing is in accordance with your understanding, please sign and return to us a counterpart hereof. Very truly yours, Union Electric Ameren Illinois Company By: /s/ Dxxxxx Xxxxxx X. Xxxxx Name: Dxxxxx Xxxxxx X. Xxxxx Title: Vice President and Treasurer Accepted as of the date hereof: BofA Barclays Capital Inc. MUFG Securities Americas Inc. Scotia Capital (USA) Inc. TD Securities (USA) LLC Xxxxx Fargo Securities, Inc. RBC Capital Markets, LLC SMBC Nikko Securities America, Inc. Truist Securities, Inc. As Representatives of the several Underwriters BofA Securities, Barclays Capital Inc. SMBC Nikko MUFG Securities America, Americas Inc. By: /s/ Txx Xxxxx Xxxx Xxxxxxx By: /s/ Jxxx Xxxxxx Xxxx Name: Txx Xxxxx Xxxx Xxxxxxx Name: Jxxx Xxxxxx Xxxx Title: Managing Director Title: Managing Director RBC Scotia Capital Markets, (USA) Inc. TD Securities (USA) LLC Truist Securities, Inc. By: /s/ Sxxxx X. Xxxxxxx Xxxxxxxx By: /s/ Rxxxxx Xxxxxxxxxx Name: Sxxxx X. Xxxx Xxxxxxxx Name: Rxxxxx Xxxxxxxxxx Xxxxxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Authorized Signatory Managing Director & Head of U.S Debt Origination Title: Director By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Managing Director [Signature Page to the Underwriting Agreement] BofA Barclays Capital Inc. MUFG Securities Americas Inc. Scotia Capital (USA) Inc. TD Securities (USA) LLC Xxxxx Fargo Securities, Inc. RBC Capital Markets, LLC SMBC Nikko Securities America, Inc. Truist Securities, Inc. As Representatives of the several Underwriters named in Schedule I hereto c/o BofA Securities, Barclays Capital Inc. One Bryant Park 000 Xxxxxxx Xxxxxx New York, New York 10036 RBC 10019 MUFG Securities Americas Inc. 0000 Xxxxxx xx xxx Xxxxxxxx, 0xx Xxxxx New York, New York 10020 Scotia Capital Markets(USA) Inc. 000 Xxxxx Xxxxxx New York, New York 10281 TD Securities (USA) LLC Brookfield Place 200 Xxxxx Xxxxxx0 Xxxxxxxxxx Xxx, 8th 00xx Floor New York, New York 10281 SMBC Nikko Securities America, Inc. 200 Xxxx Xxxxxx New York, New York 10172 Truist 10017 Xxxxx Fargo Securities, Inc. 3000 Xxxxxxxxx XxxxLLC 000 Xxxxx Xxxxx Xxxxxx, XX Atlanta5th Floor Charlotte, Georgia 30326 North Carolina 28202 Ladies and Gentlemen: Union Electric Ameren Illinois Company, a Missouri an Illinois corporation (the “Company”), proposes, subject to the terms and conditions stated herein and in the Underwriting Agreement, dated January 3June 17, 2024 (the “Underwriting Agreement”), between the Company on the one hand and the Underwriters named in Schedule I hereto (the “Underwriters”), for whom BofA Securities, Barclays Capital Inc., RBC MUFG Securities Americas Inc., Scotia Capital Markets(USA) Inc., TD Securities (USA) LLC and Xxxxx Fargo Securities, LLC, SMBC Nikko Securities America, Inc. and Truist Securities, Inc. are acting as representatives (the “Representatives”), on the other hand, to issue and sell to the Underwriters the First Mortgage Bonds specified in Schedule II hereto (the “First Mortgage Bonds”) 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 Pricing 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 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 First Mortgage Bonds 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 the First Mortgage Bonds set forth opposite the name of such Underwriter in Schedule I hereto.

Appears in 1 contract

Samples: Underwriting Agreement (Ameren Corp)

Qualified Financial Contracts. In the event that any Underwriter that is a Covered Entity (as defined below) becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined below), the transfer from such Underwriter of this Underwriting Agreement, and any interest and obligation in or under this Underwriting Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Underwriting Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. In the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate (as defined below) of such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined below) under this Underwriting Agreement that may be exercised against such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Underwriting Agreement were governed by the laws of the United States or a state of the United States. BHC Act Affiliate” Affiliate has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k). Covered Entity” Entity means any of the following: (i) a covered entity” entity as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a covered bank” bank as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a covered FSI” FSI as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b). Default Right” Right has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable. U.S. Special Resolution Regime” Regime means each of (x) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (y) Title II of the DxxxXxxx-Fxxxx Xxxxx Xxxx Street Reform and Consumer Protection Act and the regulations promulgated thereunder. If the foregoing is in accordance with your understanding, please sign and return to us the Company the enclosed duplicate hereof, whereupon this Agreement will become a counterpart hereofbinding agreement between the Company and the Underwriters in accordance with its terms. Very truly yours, Union Electric Company AMEREN CORPORATION By: /s/ Dxxxxx Xxxxxx X. Xxxxx Name: Dxxxxx Xxxxxx X. Xxxxx Title: Vice President and Treasurer Accepted as of the date hereof: BNP PARIBAS SECURITIES CORP. By: /s/ Xxxxxxxx X. Xxxxxxxxx XX Name: Xxxxxxxx X. Xxxxxxxxx XX Title: Director BOFA SECURITIES, INC. By: /s/ Xxxxxx Xxxx Name: Xxxxxx Xxxx Title: Managing Director XXXXXX XXXXXXX & CO. LLC By: /s/ Ian Drewe Name: Ian Drewe Title: Executive Director SMBC NIKKO SECURITIES AMERICA, INC. By: /s/ Xxxx X. Xxxxx Name: Xxxx X. Xxxxx Title: Managing Director For themselves and as Representatives of the other Underwriters named in Schedule I hereto [Signature Page to Underwriting Agreement] BNP Paribas Securities Corp. $ 105,750,000 BofA Securities, Inc. RBC Capital Markets, 105,750,000 Xxxxxx Xxxxxxx & Co. LLC 105,750,000 SMBC Nikko Securities America, Inc. Truist 105,750,000 Academy Securities, Inc. As Representatives of the several Underwriters BofA 9,000,000 CastleOak Securities, Inc. SMBC Nikko Securities AmericaL.P. 9,000,000 Xxxxxxx Xxxxxxxx Shank & Co., Inc. By: /s/ Txx Xxxxx By: /s/ Jxxx Xxxxxx Name: Txx Xxxxx Name: Jxxx Xxxxxx Title: Managing Director Title: Managing Director RBC Capital Markets, LLC Truist Securities, Inc. By: /s/ Sxxxx X. Xxxxxxxx By: /s/ Rxxxxx Xxxxxxxxxx Name: Sxxxx X. Xxxxxxxx Name: Rxxxxx Xxxxxxxxxx Title: Authorized Signatory Title: Director [Signature Page to the Underwriting Agreement] BofA Securities, Inc. RBC Capital Markets, LLC SMBC Nikko Securities America, Inc. Truist Securities, Inc. As Representatives of the several Underwriters named in Schedule I hereto c/o BofA Securities, Inc. One Bryant Park New York, New York 10036 RBC Capital Markets, LLC Brookfield Place 200 Xxxxx Xxxxxx, 8th Floor New York, New York 10281 SMBC Nikko Securities America, Inc. 200 Xxxx Xxxxxx New York, New York 10172 Truist Securities, Inc. 3000 Xxxxxxxxx Xxxx, XX 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 January 3, 2024 (the “Underwriting Agreement”), between the Company on the one hand and the Underwriters named in Schedule I hereto (the “Underwriters”), for whom BofA Securities, Inc., RBC Capital Markets, LLC, SMBC Nikko Securities America, Inc. and Truist Securities, Inc. are acting as representatives (the “Representatives”), on the other hand, to issue and sell to the Underwriters the First Mortgage Bonds specified in Schedule II hereto (the “First Mortgage Bonds”) 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 Pricing 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 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 First Mortgage Bonds 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 the First Mortgage Bonds set forth opposite the name of such Underwriter in Schedule I hereto.L.L.C. 9,000,000

Appears in 1 contract

Samples: Underwriting Agreement (Ameren Corp)

Qualified Financial Contracts. In the event that any Underwriter that is a Covered Entity (as defined below) becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined below), the transfer from such Underwriter of this Underwriting Agreement, and any interest and obligation in or under this Underwriting Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Underwriting Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. In the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate (as defined below) of such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined below) under this Underwriting Agreement that may be exercised against such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Underwriting Agreement were governed by the laws of the United States or a state of the United States. “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k). “Covered Entity” means any of the following: (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b). “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable. “U.S. Special Resolution Regime” means each of (x) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (y) Title II of the Dxxx-Fxxxx Xxxx Street Reform and Consumer Protection Act and the regulations promulgated thereunder. If the foregoing is in accordance with your understanding, please sign and return to us a counterpart hereof. Very truly yours, Union Electric Company AMEREN ILLINOIS COMPANY By: /s/ Dxxxxx X. Xxxxx Name: Dxxxxx X. Xxxxx Title: Vice President and & Treasurer Accepted as of the date hereof: BofA Securities, Inc. RBC Capital Markets, LLC SMBC Nikko TD Securities America, Inc. (USA) LLC Truist Securities, Inc. Wxxxx Fargo Securities, LLC As Representatives of the several Underwriters BofA Securities, Inc. SMBC Nikko Securities America, Inc. By: /s/ Txx Xxxxx By: /s/ Jxxx Xxxxxx Name: Txx Xxxxx Name: Jxxx Xxxxxx Title: Managing Director Title: Managing Director RBC Capital Markets, LLC Truist Securities, Inc. TD Securities (USA) LLC By: /s/ Sxxxx X. Xxxxxxxx By: /s/ Rxxxxx Xxxxxxxxxx Lxxx Xxxxxxxx Name: Sxxxx X. Xxxxxxxx Name: Rxxxxx Xxxxxxxxxx Lxxx Xxxxxxxx Title: Authorized Signatory Title: Director Truist Securities, Inc. Wxxxx Fargo Securities, LLC By: /s/ Rxxxxx Xxxxxxxxxx By: /s/ Cxxxxxx Xxxxxx Name: Rxxxxx Xxxxxxxxxx Name: Cxxxxxx Xxxxxx Title: Director Title: Managing Director [Signature Page to the Underwriting Agreement] BofA Securities, Inc. RBC Capital Markets, LLC SMBC Nikko TD Securities America, Inc. (USA) LLC Truist Securities, Inc. Wxxxx Fargo Securities, LLC As Representatives of the several Underwriters named in Schedule I hereto c/o BofA Securities, Inc. One Bryant Park New York, New York 10036 RBC Capital Markets, LLC Brookfield Place 200 Xxxxx Xxxxxx, 8th Floor New York, New York 10281 SMBC Nikko TD Securities America(USA) LLC 1 Xxxxxxxxxx Xxxxxx, Inc. 200 00xx Xxxxx Xxx Xxxx, Xxx Xxxx Xxxxxx New York, New York 10172 00000 Truist Securities, Inc. 3000 Xxxxxxxxx Xxxx, XX AtlantaXxxxxxx, Georgia 30326 Xxxxxxx 00000 Wxxxx Fargo Securities, LLC 500 Xxxxx Xxxxx Xxxxxx, 5th Floor Charlotte, North Carolina 28202 Ladies and Gentlemen: Union Electric Ameren Illinois Company, a Missouri an Illinois corporation (the “Company”), proposes, subject to the terms and conditions stated herein and in the Underwriting Agreement, dated January 3June 22, 2024 2021 (the “Underwriting Agreement”), between the Company on the one hand and the Underwriters named in Schedule I hereto (the “Underwriters”), for whom BofA Securities, Inc., RBC Capital Markets, LLC, SMBC Nikko TD Securities America(USA) LLC, Inc. and Truist Securities, Inc. and Wxxxx Fargo Securities, LLC are acting as representatives (the “Representatives”), on the other hand, to issue and sell to the Underwriters the First Mortgage Bonds specified in Schedule II hereto (the “First Mortgage Bonds”) 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 Pricing 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 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 First Mortgage Bonds 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 the First Mortgage Bonds set forth opposite the name of such Underwriter in Schedule I hereto.

Appears in 1 contract

Samples: Underwriting Agreement (Ameren Illinois Co)

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