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: BNY Mellon Capital Markets, LLC J.X. Xxxxxx Securities LLC Mizuho Securities USA LLC U.S. Bancorp Investments, Inc. As Representatives of the several Underwriters BNY Mellon Capital Markets, LLC J.X. Xxxxxx Securities LLC 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/ Sxxxxxx X. Xxxxxx By: /s/ Ixxxxxxx Xxxxxxx Name: Sxxxxxx X. Xxxxxx Name: Ixxxxxxx Xxxxxxx Title: Managing Director Title: Vice President [Signature Page to the Underwriting Agreement] ANNEX I Pricing Agreement March 25, 2024 BNY Mellon Capital Markets, LLC J.X. Xxxxxx Securities LLC Mizuho Securities USA LLC U.S. Bancorp Investments, Inc. As Representatives of the several Underwriters named in Schedule I hereto c/o BNY Mellon Capital Markets, LLC 200 Xxxxxxxxx Xxxxxx, 0X New York, New York 10286 J.X. Xxxxxx Securities LLC 300 Xxxxxxx Xxxxxx New York, New York 10179 Mizuho Securities USA LLC 1000 Xxxxxx xx xxx Xxxxxxxx New York, New York 10020 U.S. Bancorp Investments, Inc. 200 X. Xxxxx Street, 26th 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 March 25, 2024 (the “Underwriting Agreement”), between the Company on the one hand and the Underwriters named in Schedule I hereto (the “Underwriters”), for whom BNY Mellon Capital Markets, LLC, J.X. Xxxxxx Securities LLC, Mizuho Securities USA LLC and U.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
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: BNY Mellon BofA Securities, Inc. RBC Capital Markets, LLC J.X. Xxxxxx SMBC Nikko Securities LLC Mizuho Securities USA LLC U.S. Bancorp InvestmentsAmerica, Inc. Truist Securities, Inc. As Representatives of the several Underwriters BNY Mellon Capital MarketsBofA Securities, LLC J.X. Xxxxxx Inc. SMBC Nikko Securities LLC 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 InvestmentsAmerica, Inc. By: /s/ Sxxxxxx X. Xxxxxx Txx Xxxxx By: /s/ Ixxxxxxx Xxxxxxx Name: Sxxxxxx X. Jxxx Xxxxxx Name: Ixxxxxxx Xxxxxxx Txx Xxxxx Name: Jxxx Xxxxxx Title: Managing Director Title: Vice President 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] ANNEX I Pricing Agreement March 25January 3, 2024 BNY Mellon BofA Securities, Inc. RBC Capital Markets, LLC J.X. Xxxxxx SMBC Nikko Securities LLC Mizuho Securities USA LLC U.S. Bancorp InvestmentsAmerica, Inc. Truist Securities, Inc. As Representatives of the several Underwriters named in Schedule I hereto c/o BNY Mellon Capital MarketsBofA Securities, LLC 200 Xxxxxxxxx Xxxxxx, 0X Inc. One Bryant Park New York, New York 10286 J.X. Xxxxxx 10036 RBC Capital Markets, LLC Brookfield Place 200 Xxxxx Xxxxxx, 8th Floor New York, New York 10281 SMBC Nikko Securities LLC 300 Xxxxxxx America, Inc. 200 Xxxx Xxxxxx New York, New York 10179 Mizuho Securities USA LLC 1000 Xxxxxx xx xxx Xxxxxxxx New York, New York 10020 U.S. Bancorp Investments10172 Truist Securities, Inc. 200 X. Xxxxx Street3000 Xxxxxxxxx Xxxx, 26th Floor CharlotteXX Atlanta, North Carolina 28202 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 March 25January 3, 2024 (the “Underwriting Agreement”), between the Company on the one hand and the Underwriters named in Schedule I hereto (the “Underwriters”), for whom BNY Mellon BofA Securities, Inc., RBC Capital Markets, LLC, J.X. Xxxxxx SMBC Nikko Securities LLCAmerica, Mizuho Securities USA LLC Inc. and U.S. Bancorp InvestmentsTruist 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” 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: BNY Mellon Barclays Capital MarketsInc. MUFG Securities Americas Inc. Scotia Capital (USA) Inc. TD Securities (USA) LLC Xxxxx Fargo Securities, LLC J.X. Xxxxxx Securities LLC Mizuho Securities USA LLC U.S. Bancorp Investments, Inc. As Representatives of the several Underwriters BNY Mellon Barclays Capital Markets, LLC J.X. Inc. MUFG Securities Americas Inc. By: /s/ Xxxx Xxxxxxx By: /s/ Xxxxxx Xxxx Name: Xxxx Xxxxxxx Name: Xxxxxx Xxxx Title: Director Title: Managing Director Scotia Capital (USA) Inc. TD Securities (USA) LLC By: /s/ Dxx Xxxxxxx Xxxxxxxx By: /s/ Rxxxxx Xxxxxxxxx Xxxx Xxxxxxxx Name: Dxx Xxxxxxx Xxxxxxxx Name: Rxxxxx Xxxxxxxxx Title: MD Title: Executive Director Mizuho Securities USA LLC U.S. Bancorp Investments, Inc. By: /s/ Sxxxxxx X. Xxxxxx By: /s/ Ixxxxxxx Xxxxxxx Name: Sxxxxxx X. Xxxxxx Name: Ixxxxxxx Xxxxxxx Xxxx Xxxxxxxx Title: Managing Director & Head of U.S Debt Origination Title: Vice President Director Xxxxx Fargo Securities, LLC By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Managing Director [Signature Page to the Underwriting Agreement] ANNEX I Pricing Agreement March 25June 17, 2024 BNY Mellon Barclays Capital MarketsInc. MUFG Securities Americas Inc. Scotia Capital (USA) Inc. TD Securities (USA) LLC Xxxxx Fargo Securities, LLC J.X. Xxxxxx Securities LLC Mizuho Securities USA LLC U.S. Bancorp Investments, Inc. As Representatives of the several Underwriters named in Schedule I hereto c/o BNY Mellon Barclays Capital Markets, LLC 200 Xxxxxxxxx Xxxxxx, 0X New York, New York 10286 J.X. Xxxxxx Securities LLC 300 Inc. 000 Xxxxxxx Xxxxxx New York, New York 10179 Mizuho 10019 MUFG Securities USA LLC 1000 Americas Inc. 0000 Xxxxxx xx xxx Xxxxxxxx Xxxxxxxx, 0xx Xxxxx New York, New York 10020 U.S. Bancorp InvestmentsScotia Capital (USA) Inc. 000 Xxxxx Xxxxxx New York, Inc. 200 X. New York 10281 TD Securities (USA) LLC 0 Xxxxxxxxxx Xxx, 00xx Floor New York, New York 10017 Xxxxx StreetFargo Securities, 26th LLC 000 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 March 25June 17, 2024 (the “Underwriting Agreement”), between the Company on the one hand and the Underwriters named in Schedule I hereto (the “Underwriters”), for whom BNY Mellon Barclays Capital MarketsInc., MUFG Securities Americas Inc., Scotia Capital (USA) Inc., TD Securities (USA) LLC and Xxxxx Fargo Securities, LLC, J.X. Xxxxxx Securities LLC, Mizuho Securities USA LLC and U.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 (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: BNY Mellon Capital Markets, LLC J.X. Xxxxxx Securities LLC Mizuho Securities USA LLC U.S. Bancorp InvestmentsMxxxxx Sxxxxxx & Co. LLC Truist Securities, Inc. Wxxxx Fargo Securities, LLC As Representatives of the several Underwriters BNY Mellon Capital Markets, LLC J.X. Xxxxxx Securities Mxxxxx Sxxxxxx & Co. LLC By: /s/ Dxx Xxxxxxx By: /s/ Rxxxxx Xxxxxxxxx Nxxx Xxxxxx Name: Dxx Xxxxxxx Name: Rxxxxx Xxxxxxxxx Nxxx Xxxxxx Title: MD Managing Director Title: Executive Managing Director Wxxxx Fargo Securities, LLC Mizuho Securities USA LLC U.S. Bancorp Investments, Inc. By: /s/ Cxxxxxx Xxxxxx By: /s/ Sxxxxxx X. Xxxxxx ByName: /s/ Ixxxxxxx Xxxxxxx Cxxxxxx Xxxxxx Name: Sxxxxxx X. Xxxxxx Name: Ixxxxxxx Xxxxxxx Title: Managing Director Title: Vice President [Signature Page to the Underwriting Agreement] Managing Director Truist Securities, Inc. By: /s/ Rxx Xxxxxxxxxx Name: Rxx Xxxxxxxxxx Title: Director ANNEX I Pricing Agreement March 25August 15, 2024 2022 BNY Mellon Capital Markets, LLC J.X. Xxxxxx Securities LLC Mizuho Securities USA LLC U.S. Bancorp InvestmentsMxxxxx Sxxxxxx & Co. LLC Truist Securities, Inc. Wxxxx Fargo Securities, LLC As Representatives of the several Underwriters named in Schedule I hereto c/o BNY Mellon Capital Markets, LLC 200 Xxxxxxxxx Xxxxxx, 0X 3rd Floor New York, New York 10286 J.X. Xxxxxx Securities LLC 300 Xxxxxxx Xxxxxx New York, New York 10179 Mizuho Securities USA LLC 1000 Xxxxxx xx xxx Xxxxxxxx New York, New York 10020 U.S. Bancorp InvestmentsMxxxxx Sxxxxxx & Co. LLC 1000 Xxxxxxxx, 00xx Floor New York, New York 10036 Truist Securities, Inc. 200 X. 3000 Xxxxxxxxx Xxxx, XX Atlanta, Georgia 30326 Wxxxx Fargo Securities, LLC 500 Xxxxx StreetXxxxx Xxxxxx, 26th 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 March 25August 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 BNY Mellon Capital Markets, LLC, J.X. Xxxxxx Securities LLC, Mizuho Securities USA LLC and U.S. Bancorp InvestmentsLLC, 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
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: BNY Mellon RBC Capital Markets, LLC J.X. Xxxxxx TD Securities (USA) LLC Mizuho Securities USA LLC U.S. Bancorp InvestmentsTruist Securities, Inc. Wxxxx Fargo Securities, LLC As Representatives of the several Underwriters BNY Mellon RBC Capital Markets, LLC J.X. Xxxxxx TD Securities (USA) LLC By: /s/ Dxx Xxxxxxx Sxxxx X. Xxxxxxxx By: /s/ Lxxx Xxxxxxxx Name: Sxxxx X. Xxxxxxxx Name: Lxxx Xxxxxxxx Title: Authorized Signatory Title: Director Truist Securities, Inc. Wxxxx Fargo Securities, LLC By: /s/ Rxxxxx Xxxxxxxxx NameXxxxxxxxxx By: Dxx Xxxxxxx /s/ Cxxxxxx Xxxxxx Name: Rxxxxx Xxxxxxxxx Xxxxxxxxxx Name: Cxxxxxx Xxxxxx Title: MD Title: Executive Director Mizuho Securities USA LLC U.S. Bancorp Investments, Inc. By: /s/ Sxxxxxx X. Xxxxxx By: /s/ Ixxxxxxx Xxxxxxx Name: Sxxxxxx X. Xxxxxx Name: Ixxxxxxx Xxxxxxx Title: Managing Director Title: Vice President [Signature Page to the Underwriting Agreement] ANNEX I Pricing Agreement March 25, 2024 BNY Mellon RBC Capital Markets, LLC J.X. Xxxxxx TD Securities (USA) LLC Mizuho Securities USA LLC U.S. Bancorp InvestmentsTruist Securities, Inc. Wxxxx Fargo Securities, LLC As Representatives of the several Underwriters named in Schedule I hereto c/o BNY Mellon RBC Capital Markets, LLC Brookfield Place 200 Xxxxxxxxx Xxxxx Xxxxxx, 0X 8th Floor New York, New York 10286 J.X. Xxxxxx 10281 TD Securities (USA) LLC 300 Xxxxxxx Xxxxxx New York1 Xxxxxxxxxx Xxxxxx, New York 10179 Mizuho Securities USA LLC 1000 Xxxxxx xx xxx Xxxxxxxx New York00xx Xxxxx Xxx Xxxx, New York 10020 U.S. Bancorp InvestmentsXxx Xxxx 00000 Truist Securities, Inc. 200 X. 3000 Xxxxxxxxx Xxxx, XX Xxxxxxx, Xxxxxxx 00000 Wxxxx Fargo Securities, LLC 500 Xxxxx StreetXxxxx Xxxxxx, 26th 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 March 25June 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 BNY Mellon RBC Capital Markets, LLC, J.X. Xxxxxx TD Securities (USA) LLC, Mizuho Securities USA LLC and U.S. Bancorp InvestmentsTruist 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
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: BNY Mellon Capital MarketsEntergy Texas Restoration Funding II, LLC J.X. Xxxxxx Securities LLC Mizuho Securities USA LLC U.S. Bancorp Investments, Inc. As Representatives of the several Underwriters BNY Mellon Capital Markets, LLC J.X. Xxxxxx Securities LLC By: /s/ Dxx Xxxxxx X. XxXxxx Name: Xxxxxx X. XxXxxx Title: Vice President and Treasurer The foregoing Underwriting Agreement is hereby confirmed and accepted by the Representatives on behalf of the Underwriters named in Schedule II hereto: By: Xxxxxxx Sachs & Co. LLC By: /s/ Rxxxxx Xxxxxxxxx Name: Dxx Xxxxxxx Xxxxxxx Name: Rxxxxx Xxxxxxxxx Title: MD Title: Executive Director Mizuho Securities USA LLC U.S. Bancorp Investments, Inc. By: /s/ Sxxxxxx X. Xxxxxx By: /s/ Ixxxxxxx Xxxxxxx Name: Sxxxxxx X. Xxxxxx Name: Ixxxxxxx Xxxxxxx Title: Managing Director By: Citigroup Global Markets Inc. By: /s/ Xxxxxxx Xxxxx Name: Xxxxxxx Xxxxx Title: Vice President [Director Signature Page to the Underwriting Agreement] ANNEX Agreement SCHEDULE I Pricing Underwriting Agreement dated March 2524, 2024 BNY Mellon Capital Markets2022 Registration Statement Nos.: 333-259253 and 000-000000-00 Representatives: Xxxxxxx Xxxxx & Co. LLC Citigroup Global Markets Inc. Xxxxxxx Sachs & Co. LLC 000 Xxxx Xxxxxx, LLC J.X. Xxxxxx Securities LLC Mizuho Securities USA LLC U.S. Bancorp Investments0xx Xxxxx Xxx Xxxx, Inc. As Representatives of the several Underwriters named in Schedule I hereto Xxx Xxxx 00000 Attention: Xxxxx Xxxxxxxxx Email: xxxxx.xxxxxxxxx@xx.xxx c/o BNY Mellon Capital MarketsCitigroup Global Markets Inc. 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, LLC 200 Xxxxxxxxx Xxxxxx, 0X New York, New York 10286 J.X. Xxxxxx Securities LLC 300 Xxx Xxxx 00000 Attention: Xxxxxxx Xxxxxx New York, New York 10179 Mizuho Securities USA LLC 1000 Xxxxxx xx xxx Xxxxxxxx New York, New York 10020 U.S. Bancorp Investments, Inc. 200 X. Xxxxx Street, 26th Floor Charlotte, North Carolina 28202 Ladies and GentlemenEmail: Union Electric Company, a Missouri corporation (the “Company”), proposes, subject to the terms and conditions stated herein and in the Underwriting Agreement, dated March 25, 2024 (the “Underwriting Agreement”), between the Company on the one hand and the Underwriters named in Schedule I hereto (the “Underwriters”), for whom BNY Mellon Capital Markets, LLC, J.X. Xxxxxx Securities LLC, Mizuho Securities USA LLC and U.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.xxxxxxx.xxxxx@xxxx.xxx
Appears in 1 contract
Samples: 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. [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: BNY Mellon Capital Markets, LLC J.X. Xxxxxx Securities LLC Mizuho Securities USA LLC U.S. Bancorp Investments, Inc. As Representatives of the several Underwriters BNY Mellon Capital Markets, LLC J.X. Xxxxxx Securities LLC 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 InvestmentsEntergy Texas, Inc. By: /s/ Sxxxxxx X. Xxxxxx Name: Title: Entergy Texas Restoration Funding II, LLC By: /s/ Ixxxxxxx Xxxxxxx Name: Sxxxxxx X. Xxxxxx Name: Ixxxxxxx Xxxxxxx Title: Managing Director Title: Vice President [Signature Page to The foregoing Underwriting Agreement is hereby confirmed and accepted by the Underwriting Agreement] ANNEX I Pricing Agreement March 25, 2024 BNY Mellon Capital Markets, LLC J.X. Xxxxxx Securities LLC Mizuho Securities USA LLC U.S. Bancorp Investments, Inc. As Representatives on behalf of the several Underwriters named in Schedule I hereto c/o BNY Mellon Capital Markets, LLC 200 Xxxxxxxxx Xxxxxx, 0X New York, New York 10286 J.X. Xxxxxx Securities LLC 300 Xxxxxxx Xxxxxx New York, New York 10179 Mizuho Securities USA LLC 1000 Xxxxxx xx xxx Xxxxxxxx New York, New York 10020 U.S. Bancorp Investments, Inc. 200 X. Xxxxx Street, 26th 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 March 25, 2024 (the “Underwriting Agreement”), between the Company on the one hand and the Underwriters named in Schedule I hereto (the “Underwriters”), for whom BNY Mellon Capital Markets, LLC, J.X. Xxxxxx Securities LLC, Mizuho Securities USA II hereto: By: Xxxxxxx Sachs & Co. LLC and U.S. Bancorp Investments, By: Name: Title: By: Citigroup Global Markets Inc. are acting as representatives (the “Representatives”), on the other hand, By: Name: Title: Signature Page 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 SCHEDULE I Underwriting Agreement so incorporated by reference shall be deemed to refer to you. Unless otherwise defined hereindated March [__], 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 2022 Registration Statement Nos.: 333-259253 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 reference000-000000-00 Representatives: Xxxxxxx Xxxxx & Co. LLC Citigroup Global Markets Inc. Xxxxxxx Sachs & Co. LLC 000 Xxxx Xxxxxx, the Company agrees to issue and sell to each of the Underwriters0xx Xxxxx Xxx Xxxx, and each of the Underwriters agreesXxx Xxxx 00000 Attention: Xxxxx Xxxxxxxxx Email: xxxxx.xxxxxxxxx@xx.xxx c/o Citigroup Global Markets Inc. 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, 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
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: BNY Mellon Barclays Capital MarketsInc. BofA Securities, LLC Inc. J.X. Xxxxxx Securities LLC Mizuho Securities USA Mxxxxx Sxxxxxx & Co. LLC U.S. Bancorp Investments, Inc. As Representatives of the several Underwriters BNY Mellon Barclays Capital MarketsInc. BofA Securities, LLC J.X. Xxxxxx Securities LLC Inc. By: /s/ Dxx Jxxx Xxxxxxx By: /s/ Rxxxxx Xxxxxxxxx Xxxxxxx Name: Dxx Jxxx Xxxxxxx Name: Rxxxxx Xxxxxxxxx Xxxxxxx Title: MD Director Title: Managing Director J.X. Xxxxxx Securities LLC Mxxxxx Sxxxxxx & Co. LLC By: /s/ Rxxxxx Xxxxxxxxx By: /s/ Nxxxxxx Xxxxxxxx Name: Rxxxxx Xxxxxxxxx Name: Nxxxxxx Xxxxxxxx Title: Executive Director Mizuho Securities USA LLC U.S. Bancorp Investments, Inc. By: /s/ Sxxxxxx X. Xxxxxx By: /s/ Ixxxxxxx Xxxxxxx Name: Sxxxxxx X. Xxxxxx Name: Ixxxxxxx Xxxxxxx Title: Managing Director Title: Vice President [Signature Page to the Underwriting Agreement] ANNEX I Pricing Agreement March 25September 30, 2024 BNY Mellon Barclays Capital MarketsInc. BofA Securities, LLC Inc. J.X. Xxxxxx Securities LLC Mizuho Securities USA Mxxxxx Sxxxxxx & Co. LLC U.S. Bancorp Investments, Inc. As Representatives of the several Underwriters named in Schedule I hereto c/o BNY Mellon Barclays Capital Markets, LLC 200 Xxxxxxxxx Xxxxxx, 0X Inc. 700 Xxxxxxx Xxxxxx New York, New York 10286 10019 BofA Securities, Inc. One Bryant Park New York, New York 10036 J.X. Xxxxxx Securities LLC 300 Xxxxxxx Xxxxxx New York, New York 10179 Mizuho Securities USA Mxxxxx Sxxxxxx & Co. LLC 1000 Xxxxxx xx xxx Xxxxxxxx Xxxxxxxx, 00xx Xxxxx New York, New York 10020 U.S. Bancorp Investments, Inc. 200 X. Xxxxx Street, 26th Floor Charlotte, North Carolina 28202 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 March 25September 30, 2024 (the “Underwriting Agreement”), between the Company on the one hand and the Underwriters named in Schedule I hereto (the “Underwriters”), for whom BNY Mellon Barclays Capital MarketsInc., LLCBofA Securities, Inc., J.X. Xxxxxx Securities LLC, Mizuho Securities USA and Mxxxxx Sxxxxxx & Co. LLC and U.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
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: BNY Mellon Capital MarketsMELLON CAPITAL MARKETS, LLC J.X. Xxxxxx Securities XXXXXXX XXXXX & CO. LLC Mizuho Securities MIZUHO SECURITIES USA LLC U.S. Bancorp Investments, Inc. As Representatives of the several Underwriters BNY Mellon Capital MarketsMELLON CAPITAL MARKETS, LLC J.X. Xxxxxx Securities LLC By: /s/ Dxx Xxxxxxx By: /s/ Rxxxxx Xxxxxxxxx Name: Dxx Xxx Xxxxxxx Name: Rxxxxx Xxxxxxxxx Title: MD Title: Executive Director Mizuho Securities USA LLC U.S. Bancorp Investments, Inc. By: /s/ Sxxxxxx X. Xxxxxx By: /s/ Ixxxxxxx Xxxxxxx Name: Sxxxxxx X. Xxxxxx Name: Ixxxxxxx Xxx Xxxxxxx Title: Managing Director XXXXXXX XXXXX & CO. LLC By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Vice President [Signature Page to the Underwriting Agreement] Managing Director MIZUHO SECURITIES USA LLC By: /s/ Xxxxxxxx Xxxxxxx Name: Xxxxxxxx Xxxxxxx Title: Managing Director ANNEX I Pricing Agreement March 25November 18, 2024 2019 BNY Mellon Capital Markets, LLC J.X. Xxxxxx Securities Xxxxxxx Xxxxx & Co. LLC Mizuho Securities USA LLC U.S. Bancorp Investments, Inc. As Representatives of the several Underwriters named in Schedule I hereto cx/o BNY Mellon Capital Marketsx XXX Xxxxxx Xxxxxxx Xxxxxxx, LLC 200 000 Xxxxxxxxx Xxxxxx, 0X New York0 Xxxx Xxx Xxxx, New York 10286 J.X. Xxx Xxxx 00000 Xxxxxxx Xxxxx & Co. LLC 000 Xxxx Xxxxxx Securities LLC 300 Xxxxxxx Xxxxxx New YorkXxx Xxxx, New York 10179 Xxx Xxxx 00000 Mizuho Securities USA LLC 1000 Xxxxxx xx xxx Xxxxxxxx New York000 Xxxx Xxxxxx, New York 10020 U.S. Bancorp Investments00xx Xxxxx Xxx Xxxx, Inc. 200 X. Xxxxx Street, 26th Floor Charlotte, North Carolina 28202 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 March 25November 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 BNY Mellon Capital Markets, LLC, J.X. Xxxxxx Securities LLC, Xxxxxxx Xxxxx & Co. LLC and Mizuho Securities USA LLC and U.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
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: BNY Mellon MUFG Securities Americas Inc. PNC Capital MarketsMarkets LLC Scotia Capital (USA) Inc. SMBC Nikko Securities America, LLC J.X. Xxxxxx Securities LLC Mizuho Securities USA LLC U.S. Bancorp InvestmentsInc. Truist Securities, Inc. As Representatives of the several Underwriters BNY Mellon MUFG Securities Americas Inc. PNC Capital Markets, LLC J.X. Xxxxxx Securities Markets LLC By: /s/ Dxx Xxxxxxx Mxxxxx Xxxx By: /s/ Rxxxxx Xxxxxxxxx Name: Dxx Vxxxxxx Xxxxxxx Name: Rxxxxx Xxxxxxxxx Title: MD Title: Executive Director Mizuho Securities USA LLC U.S. Bancorp Investments, Inc. By: /s/ Sxxxxxx X. Xxxxxx By: /s/ Ixxxxxxx Xxxxxxx Mxxxxx Xxxx Name: Sxxxxxx X. Xxxxxx Name: Ixxxxxxx Vxxxxxx Xxxxxxx Title: Managing Director Title: Vice President Managing Director Scotia Capital (USA) Inc. SMBC Nikko Securities America, Inc. By: /s/ Exxx Xxxx By: /s/ Jxxx Xxxxxx Name: Exxx Xxxx Name: Jxxx Xxxxxx Title: Managing Director Title: Managing Director Truist Securities, Inc. By: /s/ Rxxxxx Xxxxxxxxxx Name: Rxxxxx Xxxxxxxxxx Title: Director [Signature Page to the Underwriting Agreement] ANNEX I Pricing Agreement March 25May 23, 2024 BNY Mellon 2023 MUFG Securities Americas Inc. PNC Capital MarketsMarkets LLC Scotia Capital (USA) Inc. SMBC Nikko Securities America, LLC J.X. Xxxxxx Securities LLC Mizuho Securities USA LLC U.S. Bancorp InvestmentsInc. Truist Securities, Inc. As Representatives of the several Underwriters named in Schedule I hereto c/o BNY Mellon Capital MarketsMUFG Securities Americas Inc. 1000 Xxxxxx xx xxx Xxxxxxxx, LLC 200 Xxxxxxxxx Xxxxxx, 0X 0xx Xxxxx New York, New York 10286 J.X. Xxxxxx Securities 10020 PNC Capital Markets LLC 300 Xxxxxxx Xxxxx Xxxxxx, 00xx Floor Pittsburgh, Pennsylvania 15222 Scotia Capital (USA) Inc. 200 Xxxxx Xxxxxx New York, New York 10179 Mizuho 10281 SMBC Nikko Securities USA LLC 1000 America, Inc. 200 Xxxx Xxxxxx xx xxx Xxxxxxxx New York, New York 10020 U.S. Bancorp Investments10172 Truist Securities, Inc. 200 X. Xxxxx Street3000 Xxxxxxxxx Xxxx, 26th Floor CharlotteXX Atlanta, North Carolina 28202 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 March 25May 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 BNY Mellon MUFG Securities Americas Inc., PNC Capital Markets, Markets LLC, J.X. Xxxxxx Scotia Capital (USA) Inc., SMBC Nikko Securities LLCAmerica, Mizuho Securities USA LLC Inc. and U.S. Bancorp InvestmentsTruist 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
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: BNY Mellon Barclays Capital Markets, LLC Inc. J.X. Xxxxxx Securities LLC Mizuho MUFG Securities USA LLC U.S. Bancorp InvestmentsAmericas Inc. SMBC Nikko Securities America, Inc. As Representatives of the several Underwriters BNY Mellon Barclays Capital Markets, LLC Inc. J.X. Xxxxxx Securities LLC By: /s/ Dxx Xxxxxxx Rxxxxx Xxxxx By: /s/ Rxxxxx Xxxxxxxxx Name: Dxx Xxxxxxx Rxxxxx Xxxxx Name: Rxxxxx Xxxxxxxxx Title: MD Managing Director Title: Executive Director Mizuho MUFG Securities USA LLC U.S. Bancorp InvestmentsAmericas Inc. SMBC Nikko Securities America, Inc. By: /s/ Sxxxxxx X. Xxxxxx Rxxxxxx Xxxxx By: /s/ Ixxxxxxx Xxxxxxx Name: Sxxxxxx X. Jxxx Xxxxxx Name: Ixxxxxxx Xxxxxxx Rxxxxxx Xxxxx Name: Rxxxxxx Xxxxx Title: Managing Director Title: Vice President Managing Director [Signature Page to the Underwriting Agreement] ANNEX I Pricing Agreement March 2521, 2024 BNY Mellon 2022 Barclays Capital Markets, LLC Inc. J.X. Xxxxxx Securities LLC Mizuho MUFG Securities USA LLC U.S. Bancorp InvestmentsAmericas Inc. SMBC Nikko Securities America, Inc. As Representatives of the several Underwriters named in Schedule I hereto c/o BNY Mellon Barclays Capital Markets, LLC 200 Xxxxxxxxx Xxxxxx, 0X New York, New York 10286 J.X. Xxxxxx Securities LLC 300 Inc. 700 Xxxxxxx Xxxxxx New YorkXxx Xxxx, New York 10179 Mizuho Securities USA LLC 1000 Xxxxxx xx xxx Xxxxxxxx New York, New York 10020 U.S. Bancorp Investments, Inc. 200 X. Xxxxx Street, 26th 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 March 25, 2024 (the “Underwriting Agreement”), between the Company on the one hand and the Underwriters named in Schedule I hereto (the “Underwriters”), for whom BNY Mellon Capital Markets, LLC, J.X. Xxxxxx Securities LLC, Mizuho Securities USA LLC and U.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.Xxx Xxxx 00000
Appears in 1 contract
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: BNY Mellon Capital MarketsBARCLAYS CAPITAL INC. BOFA SECURITIES, INC. RBC CAPITAL MARKETS, LLC J.X. Xxxxxx Securities LLC Mizuho Securities USA LLC U.S. Bancorp Investments, Inc. As Representatives of the several Underwriters BNY Mellon Capital MarketsBARCLAYS CAPITAL INC. By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Managing Director BOFA SECURITIES, LLC J.X. INC. By: /s/ Xxxxx Xxxxxx Securities Name: Xxxxx Xxxxxx Title: Managing Director RBC CAPITAL MARKETS, LLC By: /s/ Dxx Xxxxxxx By: /s/ Rxxxxx Xxxxxxxxx Xxxxx X. Xxxxxxxx Name: Dxx Xxxxxxx Name: Rxxxxx Xxxxxxxxx Xxxxx X. Xxxxxxxx Title: MD Title: Executive Director Mizuho Securities USA LLC U.S. Bancorp Investments, Inc. By: /s/ Sxxxxxx X. Xxxxxx By: /s/ Ixxxxxxx Xxxxxxx Name: Sxxxxxx X. Xxxxxx Name: Ixxxxxxx Xxxxxxx Title: Managing Director Title: Vice President Authorized Signatory [Signature Page to the Underwriting Agreement] ANNEX I Pricing Agreement March 25October 1, 2024 BNY Mellon 2020 Barclays Capital Inc. BofA Securities, Inc. RBC Capital Markets, LLC J.X. Xxxxxx Securities LLC Mizuho Securities USA LLC U.S. Bancorp Investments, Inc. As Representatives of the several Underwriters named in Schedule I hereto c/o BNY Mellon Barclays Capital Inc. 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 BofA Securities, Inc. Xxx Xxxxxx Xxxx Xxx Xxxx, Xxx Xxxx 00000 RBC Capital Markets, LLC 200 Xxxxxxxxx Brookfield Place 000 Xxxxx Xxxxxx, 0X 8th Floor New York, New York 10286 J.X. Xxxxxx Securities LLC 300 Xxxxxxx Xxxxxx New York, New York 10179 Mizuho Securities USA LLC 1000 Xxxxxx xx xxx Xxxxxxxx New York, New York 10020 U.S. Bancorp Investments, Inc. 200 X. Xxxxx Street, 26th Floor Charlotte, North Carolina 28202 10281 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 March 25October 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 BNY Mellon Barclays Capital Inc., BofA Securities, Inc. and RBC Capital Markets, LLC, J.X. Xxxxxx Securities LLC, Mizuho Securities USA LLC and U.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: 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 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: BNY Mellon BofA Securities, Inc. Xxxxxxx Xxxxx & Co. LLC RBC Capital Markets, LLC J.X. Xxxxxx TD Securities (USA) LLC Mizuho Securities USA LLC U.S. Bancorp Investments, Inc. As Representatives of the several Underwriters BNY Mellon Capital MarketsBofA Securities, LLC J.X. Xxxxxx Securities Inc. Xxxxxxx Xxxxx & Co. LLC By: /s/ Dxx Xxxxxxx Xxxxxxxxxxxxx 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/ Sxxxxxx X. Xxxxxx By: /s/ Ixxxxxxx Xxxxxxx Name: Sxxxxxx X. Xxxxx Xxxxxx Name: Ixxxxxxx Xxxxxxx Xxxxxxxxxxxxx Name: Xxxxx Xxxxxx Title: Managing Director Title: Vice President Managing Director RBC Capital Markets, LLC TD Securities (USA) LLC By: /s/ Xxxxx X. Xxxxxxxx By: /s/ Xxxx Xxxxxxxx Name: Xxxxx X. Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Authorized Signatory Title: Director [Signature Page to the Underwriting Agreement] ANNEX I Pricing Agreement March 25November 8, 2024 BNY Mellon 2022 BofA Securities, Inc. Xxxxxxx Xxxxx & Co. LLC RBC Capital Markets, LLC J.X. Xxxxxx TD Securities (USA) LLC Mizuho Securities USA LLC U.S. Bancorp Investments, Inc. As Representatives of the several Underwriters named in Schedule I hereto c/o BNY Mellon Capital MarketsBofA Securities, LLC 200 Xxxxxxxxx Xxxxxx, 0X Inc. One Bryant Park New York, New York 10286 J.X. Xxxxxx Securities 10036 Xxxxxxx Xxxxx & Co. LLC 300 Xxxxxxx 000 Xxxx Xxxxxx New York, New York 10179 Mizuho Securities USA 10282 RBC Capital Markets, LLC 1000 Xxxxxx xx xxx Xxxxxxxx Brookfield Place 000 Xxxxx Xxxxxx, 8th Floor New York, New York 10020 U.S. Bancorp Investments10281 TD Securities (USA) LLC 0 Xxxxxxxxxx Xxxxxx, Inc. 200 X. Xxxxx Street00xx Floor New York, 26th Floor Charlotte, North Carolina 28202 New York 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 March 25November 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 BNY Mellon BofA Securities, Inc., Xxxxxxx Xxxxx & Co. LLC, RBC Capital Markets, LLC, J.X. Xxxxxx Securities LLC, Mizuho Securities USA LLC and U.S. Bancorp Investments, Inc. TD Securities (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
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: BNY Mellon Capital Markets, LLC J.X. Xxxxxx Securities LLC Mizuho Securities USA LLC U.S. Bancorp Investments[Names of Underwriters] By: [Name of Representative] By: ____________________________ Name: Title: By: [Name of Representative] By: ____________________________ Name: Title: SCHEDULE I System Energy Resources, Inc. As Representatives of the several Underwriters BNY Mellon Capital Markets, LLC J.X. Xxxxxx Securities LLC 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/ Sxxxxxx X. Xxxxxx By: /s/ Ixxxxxxx Xxxxxxx Name: Sxxxxxx X. Xxxxxx Name: Ixxxxxxx Xxxxxxx Title: Managing Director Title: Vice President $[Signature Page to the Underwriting Agreement_________] ANNEX I Pricing Agreement March 25, 2024 BNY Mellon Capital Markets, LLC J.X. Xxxxxx Securities LLC Mizuho Securities USA LLC U.S. Bancorp Investments, Inc. As Representatives of the several Underwriters named in Schedule I hereto c/o BNY Mellon Capital Markets, LLC 200 Xxxxxxxxx Xxxxxx, 0X New York, New York 10286 J.X. Xxxxxx Securities LLC 300 Xxxxxxx Xxxxxx New York, New York 10179 Mizuho Securities USA LLC 1000 Xxxxxx xx xxx Xxxxxxxx New York, New York 10020 U.S. Bancorp Investments, Inc. 200 X. Xxxxx Street, 26th 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 March 25, 2024 (the “Underwriting Agreement”), between the Company on the one hand and the Underwriters named in Schedule I hereto (the “Underwriters”), for whom BNY Mellon Capital Markets, LLC, J.X. Xxxxxx Securities LLC, Mizuho Securities USA LLC and U.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 , [____]% Series due [________], 20[__] Name of Underwriter Principal Amount of Bonds [______] $ [_________] [______]. [_________] [______] [_________] TOTAL $ [_________] SCHEDULE II 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 ANNEX A TO SCHEDULE II System Energy Resources, Inc. $[_________] First Mortgage Bonds pursuant to Section 13 of the Underwriting Agreement Bonds, [____]% Series due [________], 20[__] Final Terms 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 referenceConditions [________], the Company agrees to issue and sell to each of the Underwriters20[__] Issuer: System Energy Resources, 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.Inc.
Appears in 1 contract
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: BNY Mellon Capital Markets, LLC J.X. Xxxxxx Securities LLC Mizuho Securities MIZUHO SECURITIES USA LLC U.S. Bancorp InvestmentsSMBC NIKKO SECURITIES AMERICA, Inc. INC. TRUIST SECURITIES, INC. As Representatives of the several Underwriters BNY Mellon Capital MarketsMIZUHO SECURITIES USA LLC SMBC NIKKO SECURITIES AMERICA, LLC J.X. Xxxxxx Securities LLC INC. By: /s/ Dxx Xxxxxxxx Xxxxxxx By: /s/ Rxxxxx Xxxxxxxxx Xxxx X. Xxxxx Name: Dxx Xxxxxxxx Xxxxxxx Name: Rxxxxx Xxxxxxxxx Title: MD Title: Executive Director Mizuho Securities USA LLC U.S. Bancorp Investments, Inc. By: /s/ Sxxxxxx Xxxx X. Xxxxxx By: /s/ Ixxxxxxx Xxxxxxx Name: Sxxxxxx X. Xxxxxx Name: Ixxxxxxx Xxxxxxx Xxxxx Title: Managing Director Title: Vice President Managing Director TRUIST SECURITIES, INC. By: /s/ Xxxxxx Xxxxxxxxxx Name: Xxxxxx Xxxxxxxxxx Title: Director [Signature Page to the Underwriting Agreement] ANNEX I Pricing Agreement March 25November 9, 2024 BNY Mellon Capital Markets, LLC J.X. Xxxxxx Securities LLC 2020 Mizuho Securities USA LLC U.S. Bancorp InvestmentsSMBC Nikko Securities America, Inc. Truist Securities, Inc. As Representatives of the several Underwriters named in Schedule I hereto c/o BNY Mellon Capital Markets, LLC 200 Xxxxxxxxx Xxxxxx, 0X New York, New York 10286 J.X. Xxxxxx Securities LLC 300 Xxxxxxx Xxxxxx New York, New York 10179 Mizuho Securities USA LLC 1000 Xxxxxx xx xxx Xxxxxxxx New York1271 Avenue of the Americas Xxx Xxxx, New York 10020 U.S. Bancorp InvestmentsXxx Xxxx 00000 SMBC Nikko Securities America, Inc. 200 X. Xxxxx Street000 Xxxx Xxxxxx Xxx Xxxx, 26th Floor CharlotteXxx Xxxx 00000 Truist Securities, North Carolina 28202 Inc. 0000 Xxxxxxxxx Xxxx, XX Xxxxxxx, 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 March 25November 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 BNY Mellon Capital Markets, LLC, J.X. Xxxxxx Securities LLC, Mizuho Securities USA LLC LLC, SMBC Nikko Securities America, Inc. and U.S. Bancorp InvestmentsTruist 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: 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: BNY Mellon BofA Securities, Inc. KeyBanc Capital Markets Inc. RBC Capital Markets, LLC J.X. Xxxxxx TD Securities LLC Mizuho Securities USA (USA) LLC U.S. Bancorp Investments, Inc. As Representatives of the several Underwriters BNY Mellon BofA Securities, Inc. KeyBanc Capital Markets Inc. By: /s/ Sxxxx Xxxxxx By: /s/ Kxxxxxx Xxxxxx Name: Sxxxx Xxxxxx Name: Kxxxxxx Xxxxxx Title: Managing Director Title: Vice President RBC Capital Markets, LLC J.X. Xxxxxx TD Securities (USA) LLC By: /s/ Dxx Xxxxxxx Sxxxx X. Xxxxxxxx By: /s/ Rxxxxx Xxxxxxxxx Lxxx Xxxxxxxx Name: Dxx Xxxxxxx Sxxxx X. Xxxxxxxx Name: Rxxxxx Xxxxxxxxx Lxxx Xxxxxxxx Title: MD Authorized Signatory Title: Executive Director Mizuho Securities USA LLC U.S. Bancorp Investments, Inc. By: /s/ Sxxxxxx X. Xxxxxx By: /s/ Ixxxxxxx Xxxxxxx Name: Sxxxxxx X. Xxxxxx Name: Ixxxxxxx Xxxxxxx Title: Managing Director Title: Vice President [Signature Page to the Underwriting Agreement] ANNEX I Pricing Agreement March 25February 27, 2024 BNY Mellon 2023 BofA Securities, Inc. KeyBanc Capital Markets Inc. RBC Capital Markets, LLC J.X. Xxxxxx TD Securities LLC Mizuho Securities USA (USA) LLC U.S. Bancorp Investments, Inc. As Representatives of the several Underwriters named in Schedule I hereto c/o BNY Mellon BofA Securities, Inc. Oxx Xxxxxx Xxxx Xxx Xxxx, Xxx Xxxx 00000 KeyBanc Capital Markets Inc. 100 Xxxxxx Xxxxxx Xxxxxxxxx, Xxxx 00000 RBC Capital Markets, LLC Brookfield Place 200 Xxxxxxxxx Xxxxx Xxxxxx, 0X 8th Floor New York, New York 10286 J.X. Xxxxxx 10281 TD Securities (USA) LLC 300 Xxxxxxx Xxxxxx New York1 Xxxxxxxxxx Xxxxxx, New York 10179 Mizuho Securities USA LLC 1000 Xxxxxx xx xxx Xxxxxxxx New York00xx Xxxxx Xxx Xxxx, New York 10020 Xxx Xxxx 10017 U.S. Bancorp Investments, Inc. 200 X. Xxxxx Street, 26th 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 March 25February 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 BNY Mellon BofA Securities, Inc., KeyBanc Capital Markets Inc., RBC Capital Markets, LLC, J.X. Xxxxxx TD Securities LLC, Mizuho Securities USA (USA) LLC and U.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.
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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 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: BNY Mellon Capital Markets, LLC J.X. Xxxxxx Securities LLC Mizuho Securities USA LLC U.S. Bancorp Investments, Inc. As Representatives [Names of the several Underwriters BNY Mellon Capital Markets, LLC J.X. Xxxxxx Securities LLC Underwriters] By: /s/ Dxx Xxxxxxx [Name of Representative] By: /s/ Rxxxxx Xxxxxxxxx ____________________________ Name: Dxx Xxxxxxx Title: By: [Name of Representative] By: ____________________________ Name: Rxxxxx Xxxxxxxxx Title: MD Title: Executive Director Mizuho Securities USA LLC U.S. Bancorp Investments, Inc. By: /s/ Sxxxxxx X. Xxxxxx By: /s/ Ixxxxxxx Xxxxxxx Name: Sxxxxxx X. Xxxxxx Name: Ixxxxxxx Xxxxxxx Title: Managing Director Title: Vice President [Signature Page to the Underwriting AgreementAgreement SCHEDULE I Entergy Corporation $[_________] [____]% Senior Notes due [________], 20[__] Name of Underwriter Principal Amount of Notes [______] $ [_________] [______]. [_________] [______] [_________] TOTAL $ [_________] SCHEDULE II 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 ANNEX I Pricing Agreement March 25A TO SCHEDULE II Entergy Corporation $[_________] [____]% Senior Notes due [________], 2024 BNY Mellon Capital Markets20[__] Final Terms and Conditions [________], LLC J.X. Xxxxxx Securities LLC Mizuho Securities USA LLC U.S. Bancorp Investments20[__] Issuer: Entergy Corporation Security Type: Senior Notes (SEC Registered) Expected Ratings(1): [___] ([______] outlook) by Xxxxx’x Investors Service, Inc. As Representatives of the several Underwriters named in Schedule I hereto c/o BNY Mellon Capital Markets[___] ([______] outlook) by S&P Global Ratings Trade Date: [________], LLC 200 Xxxxxxxxx Xxxxxx20[__] Settlement Date (T+[__])[(2)]: [________], 0X New York, New York 10286 J.X. Xxxxxx Securities LLC 300 Xxxxxxx Xxxxxx New York, New York 10179 Mizuho Securities USA LLC 1000 Xxxxxx xx xxx Xxxxxxxx New York, New York 10020 U.S. Bancorp Investments, Inc. 200 X. Xxxxx Street, 26th 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 March 25, 2024 (the “Underwriting Agreement”), between the Company on the one hand and the Underwriters named in Schedule I hereto (the “Underwriters”), for whom BNY Mellon Capital Markets, LLC, J.X. Xxxxxx Securities LLC, Mizuho Securities USA LLC and U.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.20[__]
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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 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: BNY Mellon RBC Capital Markets, LLC J.X. Xxxxxx TD Securities (USA) LLC Mizuho Securities USA LLC U.S. Bancorp InvestmentsTruist Securities, Inc. Wxxxx Fargo Securities, LLC As Representatives of the several Underwriters BNY Mellon RBC Capital Markets, LLC J.X. Xxxxxx TD Securities (USA) LLC By: /s/ Dxx Xxxxxxx Sxxxx X. Xxxxxxxx By: /s/ Lxxx Xxxxxxxx Name: Sxxxx X. Xxxxxxxx Name: Lxxx Xxxxxxxx Title: Authorized Signatory Title: Director Truist Securities, Inc. Wxxxx Fargo Securities, LLC By: /s/ Rxxxxx Xxxxxxxxx NameXxxxxxxxxx By: Dxx Xxxxxxx /s/ Cxxxxxx Xxxxxx Name: Rxxxxx Xxxxxxxxx Xxxxxxxxxx Name: Cxxxxxx Xxxxxx Title: MD Title: Executive Director Mizuho Securities USA LLC U.S. Bancorp Investments, Inc. By: /s/ Sxxxxxx X. Xxxxxx By: /s/ Ixxxxxxx Xxxxxxx Name: Sxxxxxx X. Xxxxxx Name: Ixxxxxxx Xxxxxxx Title: Managing Director Title: Vice President [Signature Page to the Underwriting Agreement] ANNEX I Pricing Agreement March 25, 2024 BNY Mellon RBC Capital Markets, LLC J.X. Xxxxxx TD Securities (USA) LLC Mizuho Securities USA LLC U.S. Bancorp InvestmentsTruist Securities, Inc. Wxxxx Fargo Securities, LLC As Representatives of the several Underwriters named in Schedule I hereto c/o BNY Mellon RBC Capital Markets, LLC Brookfield Place 200 Xxxxxxxxx Xxxxx Xxxxxx, 0X 8th Floor New York, New York 10286 J.X. Xxxxxx 10281 TD Securities (USA) LLC 300 Xxxxxxx Xxxxxx 1 Xxxxxxxxxx Xxxxxx, 00xx Floor New York, New York 10179 Mizuho Securities USA LLC 1000 Xxxxxx xx xxx Xxxxxxxx New York, New York 10020 U.S. Bancorp Investments10017 Truist Securities, Inc. 200 X. 3000 Xxxxxxxxx Xxxx, XX Atlanta, Georgia 30326 Wxxxx Fargo Securities, LLC 500 Xxxxx StreetXxxxx Xxxxxx, 26th 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 March 25June 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 BNY Mellon RBC Capital Markets, LLC, J.X. Xxxxxx TD Securities (USA) LLC, Mizuho Securities USA LLC and U.S. Bancorp InvestmentsTruist 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.
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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 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: BNY Mellon Capital Markets[Names of Underwriters] By: [Name of Representative] By: ____________________________ Name: Title: By: [Name of Representative] By: ____________________________ Name: Title: SCHEDULE I Entergy Louisiana, LLC J.X. Xxxxxx Securities LLC Mizuho Securities USA LLC U.S. Bancorp Investments$[________] Collateral Trust Mortgage Bonds, Inc. As Representatives [__]% Series due [________], 20[__] Name of Underwriter Principal Amount of Bonds [______] $ [_________] [______] [_________] [______] [_________] TOTAL $ [_________] SCHEDULE II Part A – Schedule of Free Writing Prospectuses included in the several Underwriters BNY Mellon Capital MarketsDisclosure 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 Annex A to Schedule II Entergy Louisiana, LLC J.X. Xxxxxx Securities LLC By$[________] Collateral Trust Mortgage Bonds, [__]% Series due [________], 20[__] Final Terms and Conditions [________], 20[__] Issuer: /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/ Sxxxxxx X. Xxxxxx By: /s/ Ixxxxxxx Xxxxxxx Name: Sxxxxxx X. Xxxxxx Name: Ixxxxxxx Xxxxxxx Title: Managing Director Title: Vice President [Signature Page to the Underwriting Agreement] ANNEX I Pricing Agreement March 25, 2024 BNY Mellon Capital MarketsEntergy Louisiana, LLC J.X. Xxxxxx Securities LLC Mizuho Securities USA LLC U.S. Bancorp Investments, Inc. As Representatives of the several Underwriters named in Schedule I hereto c/o BNY Mellon Capital Markets, LLC 200 Xxxxxxxxx Xxxxxx, 0X New York, New York 10286 J.X. Xxxxxx Securities LLC 300 Xxxxxxx Xxxxxx New York, New York 10179 Mizuho Securities USA LLC 1000 Xxxxxx xx xxx Xxxxxxxx New York, New York 10020 U.S. Bancorp Investments, Inc. 200 X. Xxxxx Street, 26th Floor Charlotte, North Carolina 28202 Ladies and GentlemenSecurity Type: Union Electric Company, a Missouri corporation (the “Company”), proposes, subject to the terms and conditions stated herein and in the Underwriting Agreement, dated March 25, 2024 (the “Underwriting Agreement”), between the Company on the one hand and the Underwriters named in Schedule I hereto (the “Underwriters”), for whom BNY Mellon Capital Markets, LLC, J.X. Xxxxxx Securities LLC, Mizuho Securities USA LLC and U.S. Bancorp Investments, 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)
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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 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: BNY Mellon Capital MarketsBofA Securities, LLC J.X. Xxxxxx Securities Inc. Gxxxxxx Sachs & Co. LLC Mizuho Securities USA LLC U.S. Bancorp InvestmentsSMBC Nikko Securities America, Inc. As Representatives of the several Underwriters BNY Mellon Capital MarketsBofA Securities, LLC J.X. Xxxxxx Securities Inc. Gxxxxxx Sxxxx & Co. LLC 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/ Sxxxxxx X. Sxxxx Xxxxxx By: /s/ Ixxxxxxx Sxx Xxxxxxx Name: Sxxxxxx X. Sxxxx Xxxxxx Name: Ixxxxxxx Sxx Xxxxxxx Title: Managing Director Title: Vice President Mizuho Securities USA LLC SMBC Nikko Securities America, Inc. By: /s/ Oxxxxxxx Xxxxxxx By: /s/ Oxxx X. Xxxxx Name: Oxxxxxxx Xxxxxxx Name: Oxxx X. Xxxxx Title: Managing Director Title: Managing Director [Signature Page to the Underwriting Agreement] ANNEX I Pricing Agreement March 25June 9, 2024 BNY Mellon Capital Markets2021 BofA Securities, LLC J.X. Xxxxxx Securities Inc. Gxxxxxx Sachs & Co. LLC Mizuho Securities USA LLC U.S. Bancorp InvestmentsSMBC Nikko Securities America, Inc. As Representatives of the several Underwriters named in Schedule I hereto c/o BNY Mellon Capital MarketsBofA Securities, Inc. Oxx Xxxxxx Xxxx Xxx Xxxx, Xxx Xxxx 00000 Gxxxxxx Sxxxx & Co. LLC 200 Xxxxxxxxx XxxxxxXxxx Xxxxxx Xxx Xxxx, 0X New York, New York 10286 J.X. Xxxxxx Securities LLC 300 Xxxxxxx Xxxxxx New York, New York 10179 Xxx Xxxx 00000 Mizuho Securities USA LLC 1000 Xxxxxx xx xxx Xxxxxxxx New YorkXxx Xxxx, New York 10020 U.S. Bancorp InvestmentsXxx Xxxx 00000 SMBC Nikko Securities America, Inc. 200 X. Xxxxx StreetXxxx Xxxxxx Xxx Xxxx, 26th Floor Charlotte, North Carolina 28202 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 March 25June 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 BNY Mellon Capital MarketsBofA Securities, LLCInc., J.X. Xxxxxx Securities Gxxxxxx Sachs & Co. LLC, Mizuho Securities USA LLC and U.S. Bancorp InvestmentsSMBC Nikko Securities America, 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.
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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 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: BNY Mellon Capital MarketsX.X. XXXXXX SECURITIES LLC SUNTRUST XXXXXXXX XXXXXXXX, INC. U.S. BANCORP INVESTMENTS, INC. XXXXX FARGO SECURITIES, LLC J.X. Xxxxxx Securities LLC Mizuho Securities USA LLC U.S. Bancorp Investments, Inc. As Representatives of the several Underwriters BNY Mellon Capital Markets, LLC J.X. Xxxxxx Securities X.X. XXXXXX SECURITIES LLC By: /s/ Dxx Xxxxxxx By: /s/ Rxxxxx Xxxxxx Xxxxxxxxx Name: Dxx Xxxxxxx Name: Rxxxxx Xxxxxx Xxxxxxxxx Title: MD Title: Executive Director Mizuho Securities USA LLC U.S. Bancorp InvestmentsSUNTRUST XXXXXXXX XXXXXXXX, Inc. INC. By: /s/ Sxxxxxx X. Xxxxxx Xxx Xxxxxxxxxx Name: Xxx Xxxxxxxxxx Title: Director U.S. BANCORP INVESTMENTS, INC. By: /s/ Ixxxxxxx Xxxxxxx Xxxxxxx Name: Sxxxxxx X. Xxxxxx Name: Ixxxxxxx Xxxxxxx Xxxxxxx Title: Managing Director [Signature Page to the Underwriting Agreement] XXXXX FARGO SECURITIES, LLC By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Vice President Director [Signature Page to the Underwriting Agreement] ANNEX I Pricing Agreement March 25September 23, 2024 BNY Mellon Capital Markets, LLC J.X. 2019 X.X. Xxxxxx Securities LLC Mizuho Securities USA LLC SunTrust Xxxxxxxx Xxxxxxxx, Inc. U.S. Bancorp Investments, Inc. Xxxxx Fargo Securities, LLC As Representatives of the several Underwriters named in Schedule I hereto c/o BNY Mellon Capital Markets, LLC 200 Xxxxxxxxx Xxxxxx, 0X New York, New York 10286 J.X. X.X. Xxxxxx Securities LLC 300 000 Xxxxxxx Xxxxxx New YorkXxx Xxxx, New York 10179 Mizuho Securities USA LLC 1000 Xxxxxx xx xxx Xxx Xxxx 00000 SunTrust Xxxxxxxx New YorkXxxxxxxx, New York 10020 Inc. 0000 Xxxxxxxxx Xxxx, XX Xxxxxxx, Xxxxxxx 00000 U.S. Bancorp Investments, Inc. 200 000 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 March 25September 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 BNY Mellon Capital Markets, LLC, J.X. X.X. Xxxxxx Securities LLC, Mizuho Securities USA LLC and SunTrust Xxxxxxxx Xxxxxxxx, Inc., U.S. Bancorp Investments, Inc. and Xxxxx 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.
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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 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: BNY Mellon Capital Markets, LLC J.X. Xxxxxx Securities LLC Mizuho Securities USA LLC U.S. Bancorp Investments, Inc. As Representatives [Names of the several Underwriters BNY Mellon Capital Markets, LLC J.X. Xxxxxx Securities LLC Underwriters] By: /s/ Dxx Xxxxxxx [Name of Representative] By: /s/ Rxxxxx Xxxxxxxxx ____________________________ Name: Dxx Xxxxxxx Title: By: [Name of Representative] By: ____________________________ Name: Rxxxxx Xxxxxxxxx Title: MD Title: Executive Director Mizuho Securities USA LLC U.S. Bancorp Investments, Inc. By: /s/ Sxxxxxx X. Xxxxxx By: /s/ Ixxxxxxx Xxxxxxx Name: Sxxxxxx X. Xxxxxx Name: Ixxxxxxx Xxxxxxx Title: Managing Director Title: Vice President [Signature Page to the Underwriting Agreement] ANNEX 4889-1994-2697.v2 SCHEDULE I Pricing Agreement March 25, 2024 BNY Mellon Capital Markets, LLC J.X. Xxxxxx Securities LLC Mizuho Securities USA LLC U.S. Bancorp InvestmentsEntergy Texas, Inc. As Representatives of the several Underwriters named in Schedule I hereto c/o BNY Mellon Capital Markets, LLC 200 Xxxxxxxxx Xxxxxx, 0X New York, New York 10286 J.X. Xxxxxx Securities LLC 300 Xxxxxxx Xxxxxx New York, New York 10179 Mizuho Securities USA LLC 1000 Xxxxxx xx xxx Xxxxxxxx New York, New York 10020 U.S. Bancorp Investments, Inc. 200 X. Xxxxx Street, 26th 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 March 25, 2024 (the “Underwriting Agreement”), between the Company on the one hand and the Underwriters named in Schedule I hereto (the “Underwriters”), for whom BNY Mellon Capital Markets, LLC, J.X. Xxxxxx Securities LLC, Mizuho Securities USA LLC and U.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 , [__]% Series due [________], 20[__] Name of Underwriter Principal Amount of Bonds [______] $ [_________] [______] [_________] [______] [_________] TOTAL $ [_________] 4889-1994-2697.v2 SCHEDULE II 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 Disclosure Package • None Part C – Additional Documents Incorporated by Reference • None Part D – Additional Information • None Annex A to act on behalf of the other Representatives and on behalf of each of the other Underwriters of the Schedule II Entergy Texas, Inc. $[________] First Mortgage Bonds pursuant to Section 13 of the Underwriting Agreement Bonds, [__]% Series due [________], 20[__] Final Terms 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 referenceConditions Issuer: Entergy Texas, 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.Inc.
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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, 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 Xxxxxx Name: Dxxxxx X. Xxxxx Xxxxxx Title: Vice President and Assistant Treasurer Accepted as of the date hereoffirst above written: BNY Mellon Capital Markets, LLC J.X. Xxxxxx Securities LLC Mizuho Securities USA LLC U.S. Bancorp Investments, Inc. As Representatives of the several Underwriters BNY Mellon Capital Markets, LLC J.X. Xxxxxx Securities Xxxxxxx & Co. LLC By: /s/ Dxx Xxxxxxx By: /s/ Rxxxxx Xxxxxxxxx Name: Dxx Xxxxxx Xxxxxxx Name: Rxxxxx Xxxxxxxxx Title: MD Title: Executive Director Mizuho Securities USA LLC U.S. Bancorp Investments, Inc. By: /s/ Sxxxxxx X. Xxxxxx By: /s/ Ixxxxxxx Xxxxxxx Name: Sxxxxxx X. Xxxxxx Name: Ixxxxxxx Xxxxxxx Title: Managing Director Title: Vice President [Signature Page Schedule I 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 Underwriting Agreement] Disclosure Package • None Part C - Additional Documents Incorporated by Reference • None Part D - Additional Information • None ANNEX I Pricing Agreement March 25, 2024 BNY Mellon Capital Markets, LLC J.X. Xxxxxx Securities LLC Mizuho Securities USA LLC U.S. Bancorp InvestmentsA TO SCHEDULE i Entergy Texas, Inc. As Representatives of the several Underwriters named in Schedule I hereto c/o BNY Mellon Capital Markets1,400,000 Shares 5.375% Series A Preferred Stock, LLC 200 Xxxxxxxxx XxxxxxCumulative, 0X New YorkNo Par Value (Liquidation Value $25 Per Share) Final Terms and Conditions September 3, New York 10286 J.X. Xxxxxx Securities LLC 300 Xxxxxxx Xxxxxx New York, New York 10179 Mizuho Securities USA LLC 1000 Xxxxxx xx xxx Xxxxxxxx New York, New York 10020 U.S. Bancorp Investments2019 Issuer: Entergy Texas, Inc. 200 X. Xxxxx Street, 26th Floor Charlotte, North Carolina 28202 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 March 25, 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 BNY Mellon Capital Markets, LLC, J.X. Xxxxxx Securities LLC, Mizuho Securities USA LLC and U.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 BondsPreferred Stock”) with the terms set forth Expected Ratings(1): [Intentionally omitted] Trade Date: September 3, 2019 Settlement Date (T+5)(2): September 10, 2019 Size: 1,400,000 Shares Liquidation Value: $25.00 Dividend Rate: 5.375% Dividend Payment Dates: Quarterly in Schedule III hereto. Each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entiretyarrears on January 15, April 15, July 15 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 October 15 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 referenceyear, the Company agrees to issue and sell to each of the Underwriterscommencing on January 15, 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.2020 Term: Perpetual
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