Common use of Qualified Financial Contracts Clause in Contracts

Qualified Financial Contracts. In the event that any Underwriter that is a Covered Entity (as defined below) becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined below), the transfer from such Underwriter of this Underwriting Agreement, and any interest and obligation in or under this Underwriting Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Underwriting Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. In the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate (as defined below) of such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined below) under this Underwriting Agreement that may be exercised against such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Underwriting Agreement were governed by the laws of the United States or a state of the United States. “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k). “Covered Entity” means any of the following: (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b). “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable. “U.S. Special Resolution Regime” means each of (x) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (y) Title II of the Xxxx-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, Ameren Illinois Company By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Vice President and Treasurer Accepted as of the date hereof: Barclays Capital Inc. MUFG Securities Americas Inc. Scotia Capital (USA) Inc. TD Securities (USA) LLC Xxxxx Fargo Securities, LLC As Representatives of the several Underwriters Barclays Capital 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/ Xxxxxxx Xxxxxxxx By: /s/ Xxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Managing Director & Head of U.S Debt Origination Title: 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 June 17, 2024 Barclays Capital Inc. MUFG Securities Americas Inc. Scotia Capital (USA) Inc. TD Securities (USA) LLC Xxxxx Fargo Securities, LLC As Representatives of the several Underwriters named in Schedule I hereto c/o Barclays Capital Inc. 000 Xxxxxxx Xxxxxx New York, New York 10019 MUFG Securities Americas Inc. 0000 Xxxxxx xx xxx Xxxxxxxx, 0xx Xxxxx New York, New York 10020 Scotia Capital (USA) Inc. 000 Xxxxx Xxxxxx New York, New York 10281 TD Securities (USA) LLC 0 Xxxxxxxxxx Xxx, 00xx Floor New York, New York 10017 Xxxxx Fargo Securities, LLC 000 Xxxxx Xxxxx Xxxxxx, 5th Floor Charlotte, North Carolina 28202 Ladies and Gentlemen: Ameren Illinois Company, an Illinois corporation (the “Company”), proposes, subject to the terms and conditions stated herein and in the Underwriting Agreement, dated June 17, 2024 (the “Underwriting Agreement”), between the Company on the one hand and the Underwriters named in Schedule I hereto (the “Underwriters”), for whom Barclays Capital Inc., MUFG Securities Americas Inc., Scotia Capital (USA) Inc., TD Securities (USA) LLC 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.

Appears in 1 contract

Samples: Underwriting Agreement (Ameren Corp)

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Qualified Financial Contracts. In the event that any Underwriter that is a Covered Entity (as defined below) becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined below), the transfer from such Underwriter of this Underwriting Agreement, and any interest and obligation in or under this Underwriting Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Underwriting Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. In the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate (as defined below) of such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined below) under this Underwriting Agreement that may be exercised against such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Underwriting Agreement were governed by the laws of the United States or a state of the United States. “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k). “Covered Entity” means any of the following: (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b). “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable. “U.S. Special Resolution Regime” means each of (x) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (y) Title II of the Xxxx-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, Ameren Illinois Company AMEREN ILLINOIS COMPANY By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Vice President and Treasurer Accepted as of the date hereof: Barclays Capital Inc. MUFG Securities Americas Inc. Scotia Capital (USA) Inc. TD Securities (USA) BNY MELLON CAPITAL MARKETS, LLC Xxxxx Fargo Securities, XXXXXXX XXXXX & CO. LLC MIZUHO SECURITIES USA LLC As Representatives of the several Underwriters Barclays Capital 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/ Xxxxxxx Xxxxxxxx By: /s/ Xxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Managing Director & Head of U.S Debt Origination Title: Director Xxxxx Fargo SecuritiesBNY MELLON CAPITAL MARKETS, LLC By: /s/ Xxx Xxxxxxx Name: Xxx Xxxxxxx Title: Managing Director XXXXXXX XXXXX & CO. LLC By: /s/ Xxxx Xxxxxx Name: Xxxxxxx Xxxx Xxxxxx Title: Managing Director [Signature Page to the Underwriting Agreement] MIZUHO SECURITIES USA LLC By: /s/ Xxxxxxxx Xxxxxxx Name: Xxxxxxxx Xxxxxxx Title: Managing Director ANNEX I Pricing Agreement June 17November 18, 2024 Barclays 2019 BNY Mellon Capital Inc. MUFG Markets, LLC Xxxxxxx Xxxxx & Co. LLC Mizuho Securities Americas Inc. Scotia Capital (USA) Inc. TD Securities (USA) LLC Xxxxx Fargo Securities, USA LLC As Representatives of the several Underwriters named in Schedule I hereto cx/o Barclays Capital Inc. 000 x XXX Xxxxxx Xxxxxxx Xxxxxx New York, New York 10019 MUFG Securities Americas Inc. 0000 Xxxxxx xx xxx Xxxxxxxx, 0xx Xxxxx New York, New York 10020 Scotia Capital (USA) Inc. 000 Xxxxx Xxxxxx New York, New York 10281 TD Securities (USA) LLC 0 Xxxxxxxxxx Xxx, 00xx Floor New York, New York 10017 Xxxxx Fargo SecuritiesXxxxxxx, LLC 000 Xxxxx Xxxxx Xxxxxxxxx Xxxxxx, 5th Floor Charlotte0 Xxxx Xxx Xxxx, North Carolina 28202 Xxx Xxxx 00000 Xxxxxxx Xxxxx & Co. LLC 000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Mizuho Securities USA LLC 000 Xxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: Ameren Illinois Company, an Illinois corporation (the “Company”), proposes, subject to the terms and conditions stated herein and in the Underwriting Agreement, dated June 17November 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 Barclays BNY Mellon Capital Inc., MUFG Securities Americas Inc., Scotia Capital (USA) Inc., TD Securities (USA) LLC and Xxxxx Fargo SecuritiesMarkets, LLC, Xxxxxxx Xxxxx & Co. LLC and Mizuho 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

Samples: Underwriting Agreement (Ameren Illinois Co)

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 Xxxx-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, Ameren Illinois Company Entergy Texas, Inc. By: /s/ Xxxxx Xxxxxx X. Xxxxx Name: Xxxxx Xxxxxx X. Xxxxx Title: Vice President and Assistant Treasurer Accepted as of the date hereoffirst above written: Barclays Capital Inc. MUFG Securities Americas Inc. Scotia Capital (USA) Inc. TD Securities (USA) Xxxxxx Xxxxxxx & Co. LLC Xxxxx Fargo Securities, LLC As Representatives of the several Underwriters Barclays Capital Inc. MUFG Securities Americas Inc. By: /s/ Xxxx Xxxxxxx By: /s/ Xxxxxx Xxxx Name: Xxxx Xxxxxxx Name: Xxxxxx Xxxx Xxxxxxx Title: Director Title: Managing Director Scotia Capital (USA) Inc. TD Securities (USA) LLC By: /s/ Xxxxxxx Xxxxxxxx By: /s/ Xxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Managing Director & Head of U.S Debt Origination Title: 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 June 17, 2024 Barclays Capital Inc. MUFG Securities Americas Inc. Scotia Capital (USA) Inc. TD Securities (USA) LLC Xxxxx Fargo Securities, LLC As Representatives of the several Underwriters named in Vice President Schedule I hereto c/o Barclays Capital Part A - Schedule of Free Writing Prospectuses included in the Disclosure Package • Final Term Sheet attached to this Schedule I as Annex A (Issuer Free Writing Prospectus) Part B - Schedule of Free Writing Prospectuses not included in the Disclosure Package • None Part C - Additional Documents Incorporated by Reference • None Part D - Additional Information • None ANNEX A TO SCHEDULE i Entergy Texas, Inc. 000 Xxxxxxx Xxxxxx New York1,400,000 Shares 5.375% Series A Preferred Stock, New York 10019 MUFG Securities Americas Cumulative, No Par Value (Liquidation Value $25 Per Share) Final Terms and Conditions September 3, 2019 Issuer: Entergy Texas, Inc. 0000 Xxxxxx xx xxx Xxxxxxxx, 0xx Xxxxx New York, New York 10020 Scotia Capital (USA) Inc. 000 Xxxxx Xxxxxx New York, New York 10281 TD Securities (USA) LLC 0 Xxxxxxxxxx Xxx, 00xx Floor New York, New York 10017 Xxxxx Fargo Securities, LLC 000 Xxxxx Xxxxx Xxxxxx, 5th Floor Charlotte, North Carolina 28202 Ladies and Gentlemen: Ameren Illinois Company, an Illinois corporation (the “CompanyIssuer)) Security Type: Series A Preferred Stock, proposesCumulative, subject to the terms and conditions stated herein and in the Underwriting Agreement, dated June 17, 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 Barclays Capital Inc., MUFG Securities Americas Inc., Scotia Capital (USA) Inc., TD Securities (USA) LLC 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 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

Appears in 1 contract

Samples: Underwriting Agreement (Entergy Texas, Inc.)

Qualified Financial Contracts. In the event that any Underwriter that is a Covered Entity (as defined below) becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined below), the transfer from such Underwriter of this Underwriting Agreement, and any interest and obligation in or under this Underwriting Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Underwriting Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. In the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate (as defined below) of such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined below) under this Underwriting Agreement that may be exercised against such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Underwriting Agreement were governed by the laws of the United States or a state of the United States. “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k). “Covered Entity” means any of the following: (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b). “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable. “U.S. Special Resolution Regime” means each of (x) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (y) Title II of the Xxxx-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, Ameren Illinois Company System Energy Resources, Inc. By: /s/ Xxxxxx X. Xxxxx ______ Name: Xxxxxx X. Xxxxx Title: Vice President and Treasurer Accepted as of the date hereoffirst above written: Barclays Capital Inc. MUFG Securities Americas Inc. Scotia Capital (USA) Inc. TD Securities (USA) LLC Xxxxx Fargo Securities, LLC As Representatives [Names of the several Underwriters Barclays Capital Inc. MUFG Securities Americas Inc. Underwriters] By: /s/ Xxxx Xxxxxxx [Name of Representative] By: /s/ Xxxxxx Xxxx ____________________________ Name: Xxxx Xxxxxxx Title: By: [Name of Representative] By: ____________________________ Name: Xxxxxx Xxxx Title: Director Title: Managing Director Scotia Capital (USA) SCHEDULE I System Energy Resources, Inc. TD Securities (USA) LLC By: /s/ Xxxxxxx Xxxxxxxx By: /s/ Xxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Managing Director & Head of U.S Debt Origination Title: 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 June 17, 2024 Barclays Capital Inc. MUFG Securities Americas Inc. Scotia Capital (USA) Inc. TD Securities (USA) LLC Xxxxx Fargo Securities, LLC As Representatives of the several Underwriters named in Schedule I hereto c/o Barclays Capital Inc. 000 Xxxxxxx Xxxxxx New York, New York 10019 MUFG Securities Americas Inc. 0000 Xxxxxx xx xxx Xxxxxxxx, 0xx Xxxxx New York, New York 10020 Scotia Capital (USA) Inc. 000 Xxxxx Xxxxxx New York, New York 10281 TD Securities (USA) LLC 0 Xxxxxxxxxx Xxx, 00xx Floor New York, New York 10017 Xxxxx Fargo Securities, LLC 000 Xxxxx Xxxxx Xxxxxx, 5th Floor Charlotte, North Carolina 28202 Ladies and Gentlemen: Ameren Illinois Company, an Illinois corporation (the “Company”), proposes, subject to the terms and conditions stated herein and in the Underwriting Agreement, dated June 17, 2024 (the “Underwriting Agreement”), between the Company on the one hand and the Underwriters named in Schedule I hereto (the “Underwriters”), for whom Barclays Capital Inc., MUFG Securities Americas Inc., Scotia Capital (USA) Inc., TD Securities (USA) LLC 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 , [____]% 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

Samples: Underwriting Agreement (Entergy Mississippi, LLC)

Qualified Financial Contracts. In the event that any Underwriter that is a Covered Entity (as defined below) becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined below), the transfer from such Underwriter of this Underwriting Agreement, and any interest and obligation in or under this Underwriting Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Underwriting Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. In the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate (as defined below) of such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined below) under this Underwriting Agreement that may be exercised against such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Underwriting Agreement were governed by the laws of the United States or a state of the United States. “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k). “Covered Entity” means any of the following: (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b). “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable. “U.S. Special Resolution Regime” means each of (x) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (y) Title II of the Xxxx-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, Ameren Illinois Company By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Vice President and Treasurer Accepted as of the date hereof: Barclays BofA Securities, Inc. Xxxxxxx Xxxxx & Co. LLC RBC Capital Inc. MUFG Securities Americas Inc. Scotia Capital (USA) Inc. Markets, LLC TD Securities (USA) LLC Xxxxx Fargo Securities, LLC As Representatives of the several Underwriters Barclays Capital BofA Securities, Inc. MUFG Securities Americas Inc. Xxxxxxx Xxxxx & Co. LLC By: /s/ Xxxx Xxxxxxx Xxxxxxxxxxxxx By: /s/ Xxxxx Xxxxxx Xxxx Name: Xxxx Xxxxxxx Xxxxxxxxxxxxx Name: Xxxxx Xxxxxx Xxxx Title: Managing Director Title: Managing Director Scotia RBC Capital (USA) Inc. Markets, LLC TD Securities (USA) LLC By: /s/ Xxxxxxx Xxxxx X. Xxxxxxxx By: /s/ Xxxx Xxxxxxxx Name: Xxxxxxx Xxxxx X. Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Managing Director & Head of U.S Debt Origination Authorized Signatory Title: 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 June 17November 8, 2024 Barclays 2022 BofA Securities, Inc. Xxxxxxx Xxxxx & Co. LLC RBC Capital Inc. MUFG Securities Americas Inc. Scotia Capital (USA) Inc. Markets, LLC TD Securities (USA) LLC Xxxxx Fargo Securities, LLC As Representatives of the several Underwriters named in Schedule I hereto c/o Barclays Capital BofA Securities, Inc. One Bryant Park New York, New York 10036 Xxxxxxx Xxxxx & Co. LLC 000 Xxxxxxx Xxxx Xxxxxx New York, New York 10019 MUFG Securities Americas Inc. 0000 Xxxxxx xx xxx Xxxxxxxx10282 RBC Capital Markets, 0xx Xxxxx New York, New York 10020 Scotia Capital (USA) Inc. LLC Brookfield Place 000 Xxxxx Xxxxxx Xxxxxx, 8th Floor New York, New York 10281 TD Securities (USA) LLC 0 Xxxxxxxxxx XxxXxxxxx, 00xx Floor New York, New York 10017 Xxxxx Fargo Securities, LLC 000 Xxxxx Xxxxx Xxxxxx, 5th Floor Charlotte, North Carolina 28202 Ladies and Gentlemen: Ameren Illinois Company, an Illinois corporation (the “Company”), proposes, subject to the terms and conditions stated herein and in the Underwriting Agreement, dated June 17November 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 Barclays Capital BofA Securities, Inc., MUFG Securities Americas Inc.Xxxxxxx Xxxxx & Co. LLC, Scotia RBC Capital (USA) Inc.Markets, LLC and TD Securities (USA) LLC 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.

Appears in 1 contract

Samples: Underwriting Agreement (Ameren Illinois Co)

Qualified Financial Contracts. In the event that any Underwriter that is a Covered Entity (as defined below) becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined below), the transfer from such Underwriter of this Underwriting Agreement, and any interest and obligation in or under this Underwriting Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Underwriting Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. In the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate (as defined below) of such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined below) under this Underwriting Agreement that may be exercised against such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Underwriting Agreement were governed by the laws of the United States or a state of the United States. “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k). “Covered Entity” means any of the following: (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b). “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable. “U.S. Special Resolution Regime” means each of (x) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (y) Title II of the XxxxDxxx-Xxxxx 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, Ameren Illinois Company By: /s/ Xxxxxx Dxxxxx X. Xxxxx Name: Xxxxxx Dxxxxx X. Xxxxx Title: Vice President and Treasurer Accepted as of the date hereof: Barclays Capital Inc. MUFG Securities Americas Inc. PNC Capital Markets LLC Scotia Capital (USA) Inc. TD SMBC Nikko Securities (USA) LLC Xxxxx Fargo America, Inc. Truist Securities, LLC Inc. As Representatives of the several Underwriters Barclays Capital Inc. MUFG Securities Americas Inc. PNC Capital Markets LLC By: /s/ Mxxxxx Xxxx Xxxxxxx By: /s/ Xxxxxx Vxxxxxx Xxxxxxx Name: Mxxxxx Xxxx Name: Xxxx Vxxxxxx Xxxxxxx Name: Xxxxxx Xxxx Title: Managing Director Title: Managing Director Scotia Capital (USA) Inc. TD SMBC Nikko Securities (USA) LLC America, Inc. By: /s/ Xxxxxxx Xxxxxxxx Exxx Xxxx By: /s/ Xxxx Xxxxxxxx Jxxx Xxxxxx Name: Xxxxxxx Xxxxxxxx Exxx Xxxx Name: Xxxx Xxxxxxxx Jxxx Xxxxxx Title: Managing Director & Head of U.S Debt Origination Title: Managing Director Xxxxx Fargo Truist Securities, LLC Inc. By: /s/ Xxxxxxx Xxxxxx Rxxxxx Xxxxxxxxxx Name: Xxxxxxx Xxxxxx Rxxxxx Xxxxxxxxxx Title: Managing Director [Signature Page to the Underwriting Agreement] ANNEX I Pricing Agreement June 17May 23, 2024 Barclays Capital Inc. 2023 MUFG Securities Americas Inc. PNC Capital Markets LLC Scotia Capital (USA) Inc. TD SMBC Nikko Securities (USA) LLC Xxxxx Fargo America, Inc. Truist Securities, LLC Inc. As Representatives of the several Underwriters named in Schedule I hereto c/o Barclays Capital Inc. 000 Xxxxxxx Xxxxxx New York, New York 10019 MUFG Securities Americas Inc. 0000 1000 Xxxxxx xx xxx Xxxxxxxx, 0xx Xxxxx New York, New York 10020 PNC Capital Markets LLC 300 Xxxxx Xxxxxx, 00xx Floor Pittsburgh, Pennsylvania 15222 Scotia Capital (USA) Inc. 000 200 Xxxxx Xxxxxx New York, New York 10281 TD SMBC Nikko Securities (USA) LLC 0 Xxxxxxxxxx XxxAmerica, 00xx Floor Inc. 200 Xxxx Xxxxxx New York, New York 10017 Xxxxx Fargo 10172 Truist Securities, LLC 000 Xxxxx Xxxxx XxxxxxInc. 3000 Xxxxxxxxx Xxxx, 5th Floor CharlotteXX Atlanta, North Carolina 28202 Georgia 30326 Ladies and Gentlemen: Ameren Illinois Company, an Illinois corporation (the “Company”), proposes, subject to the terms and conditions stated herein and in the Underwriting Agreement, dated June 17May 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 Barclays Capital Inc., MUFG Securities Americas Inc., PNC Capital Markets LLC, Scotia Capital (USA) Inc., TD SMBC Nikko Securities (USA) LLC America, Inc. and Xxxxx Fargo Truist Securities, LLC, Inc. are acting as representatives (the “Representatives”), on the other hand, to issue and sell to the Underwriters the First Mortgage Bonds specified in Schedule II hereto (the “First Mortgage Bonds”) with the terms set forth in Schedule III hereto. Each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety, and shall be deemed to be a part of this Pricing Agreement to the same extent as if such provisions had been set forth in full herein, and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement. Each reference to the Representatives herein and in the provisions of the Underwriting Agreement so incorporated by reference shall be deemed to refer to you. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. Each of the Representatives designated to act on behalf of the other Representatives and on behalf of each of the other Underwriters of the First Mortgage Bonds pursuant to Section 13 of the Underwriting Agreement and the address of the Representatives referred to in such Section 13 are set forth at the end of Schedule II hereto. Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the principal amount of the First Mortgage Bonds set forth opposite the name of such Underwriter in Schedule I hereto.

Appears in 1 contract

Samples: Underwriting Agreement (Ameren Illinois Co)

Qualified Financial Contracts. In the event that any Underwriter that is a Covered Entity (as defined below) becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined below), the transfer from such Underwriter of this Underwriting Agreement, and any interest and obligation in or under this Underwriting Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Underwriting Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. In the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate (as defined below) of such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined below) under this Underwriting Agreement that may be exercised against such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Underwriting Agreement were governed by the laws of the United States or a state of the United States. “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k). “Covered Entity” means any of the following: (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b). “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable. “U.S. Special Resolution Regime” means each of (x) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (y) Title II of the XxxxDxxx-Xxxxx 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, Ameren Illinois Company AMEREN ILLINOIS COMPANY By: /s/ Xxxxxx Dxxxxx X. Xxxxx Name: Xxxxxx Dxxxxx X. Xxxxx Title: Vice President and & Treasurer Accepted as of the date hereof: Barclays RBC Capital Inc. MUFG Securities Americas Inc. Scotia Capital (USA) Inc. Markets, LLC TD Securities (USA) LLC Xxxxx Truist Securities, Inc. Wxxxx Fargo Securities, LLC As Representatives of the several Underwriters Barclays RBC Capital 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. Markets, LLC TD Securities (USA) LLC By: /s/ Xxxxxxx Sxxxx X. Xxxxxxxx By: /s/ Xxxx Lxxx Xxxxxxxx Name: Xxxxxxx Sxxxx X. Xxxxxxxx Name: Xxxx Lxxx Xxxxxxxx Title: Managing Director & Head of U.S Debt Origination Authorized Signatory Title: Director Xxxxx Truist Securities, Inc. Wxxxx Fargo Securities, LLC By: /s/ Xxxxxxx Rxxxxx Xxxxxxxxxx By: /s/ Cxxxxxx Xxxxxx Name: Xxxxxxx Rxxxxx Xxxxxxxxxx Name: Cxxxxxx Xxxxxx Title: Director Title: Managing Director [Signature Page to the Underwriting Agreement] ANNEX I Pricing Agreement June 17RBC Capital Markets, 2024 Barclays Capital Inc. MUFG Securities Americas Inc. Scotia Capital (USA) Inc. LLC TD Securities (USA) LLC Xxxxx Truist Securities, Inc. Wxxxx Fargo Securities, LLC As Representatives of the several Underwriters named in Schedule I hereto c/o Barclays RBC Capital Inc. 000 Xxxxxxx Xxxxxx New YorkMarkets, New York 10019 MUFG Securities Americas Inc. 0000 Xxxxxx xx xxx XxxxxxxxLLC Brookfield Place 200 Xxxxx Xxxxxx, 0xx Xxxxx New York, New York 10020 Scotia Capital (USA) Inc. 000 Xxxxx Xxxxxx 8th Floor New York, New York 10281 TD Securities (USA) LLC 0 1 Xxxxxxxxxx XxxXxxxxx, 00xx Floor New York, New York 10017 Xxxxx Truist Securities, Inc. 3000 Xxxxxxxxx Xxxx, XX Atlanta, Georgia 30326 Wxxxx Fargo Securities, LLC 000 500 Xxxxx Xxxxx Xxxxxx, 5th Floor Charlotte, North Carolina 28202 Ladies and Gentlemen: Ameren Illinois Company, an Illinois corporation (the “Company”), proposes, subject to the terms and conditions stated herein and in the Underwriting Agreement, dated June 1722, 2024 2021 (the “Underwriting Agreement”), between the Company on the one hand and the Underwriters named in Schedule I hereto (the “Underwriters”), for whom Barclays RBC Capital Inc.Markets, MUFG Securities Americas Inc., Scotia Capital (USA) Inc.LLC, TD Securities (USA) LLC LLC, Truist Securities, Inc. and Xxxxx Wxxxx Fargo Securities, LLC, LLC are acting as representatives (the “Representatives”), on the other hand, to issue and sell to the Underwriters the First Mortgage Bonds specified in Schedule II hereto (the “First Mortgage Bonds”) with the terms set forth in Schedule III hereto. Each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety, and shall be deemed to be a part of this Pricing Agreement to the same extent as if such provisions had been set forth in full herein, and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement. Each reference to the Representatives herein and in the provisions of the Underwriting Agreement so incorporated by reference shall be deemed to refer to you. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. Each of the Representatives designated to act on behalf of the other Representatives and on behalf of each of the other Underwriters of the First Mortgage Bonds pursuant to Section 13 of the Underwriting Agreement and the address of the Representatives referred to in such Section 13 are set forth at the end of Schedule II hereto. Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the principal amount of the First Mortgage Bonds set forth opposite the name of such Underwriter in Schedule I hereto.

Appears in 1 contract

Samples: Underwriting Agreement (Ameren Illinois Co)

Qualified Financial Contracts. In the event that any Underwriter that is a Covered Entity (as defined below) becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined below), the transfer from such Underwriter of this Underwriting Agreement, and any interest and obligation in or under this Underwriting Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Underwriting Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. In the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate (as defined below) of such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined below) under this Underwriting Agreement that may be exercised against such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Underwriting Agreement were governed by the laws of the United States or a state of the United States. “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k). “Covered Entity” means any of the following: (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b). “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable. “U.S. Special Resolution Regime” means each of (x) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (y) Title II of the XxxxDxxx-Xxxxx 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, Ameren Illinois Company UNION ELECTRIC COMPANY By: /s/ Xxxxxx Dxxxxx X. Xxxxx Name: Xxxxxx Dxxxxx X. Xxxxx Title: Vice President and & Treasurer Accepted as of the date hereof: Barclays Capital Inc. MUFG Securities Americas Inc. Scotia Capital (USA) Inc. TD Securities (USA) LLC Xxxxx Fargo BofA Securities, Inc. Gxxxxxx Sachs & Co. LLC Mizuho Securities USA LLC SMBC Nikko Securities America, Inc. As Representatives of the several Underwriters Barclays Capital BofA Securities, Inc. MUFG Gxxxxxx Sxxxx & Co. LLC By: /s/ Sxxxx Xxxxxx By: /s/ Sxx Xxxxxxx Name: Sxxxx Xxxxxx Name: Sxx Xxxxxxx Title: Managing Director Title: Vice President Mizuho Securities Americas USA LLC SMBC Nikko Securities America, Inc. By: /s/ Xxxx Oxxxxxxx Xxxxxxx By: /s/ Xxxxxx Xxxx Oxxx X. Xxxxx Name: Xxxx Oxxxxxxx Xxxxxxx Name: Xxxxxx Xxxx Title: Director Oxxx X. Xxxxx Title: Managing Director Scotia Capital (USA) Inc. TD Securities (USA) LLC By: /s/ Xxxxxxx Xxxxxxxx By: /s/ Xxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Managing Director & Head of U.S Debt Origination Title: 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 June 179, 2024 Barclays Capital Inc. MUFG Securities Americas Inc. Scotia Capital (USA) Inc. TD Securities (USA) LLC Xxxxx Fargo 2021 BofA Securities, Inc. Gxxxxxx Sachs & Co. LLC Mizuho Securities USA LLC SMBC Nikko Securities America, Inc. As Representatives of the several Underwriters named in Schedule I hereto c/o Barclays Capital BofA Securities, Inc. 000 Xxxxxxx Oxx Xxxxxx New YorkXxxx Xxx Xxxx, New York 10019 MUFG Xxx Xxxx 00000 Gxxxxxx Sxxxx & Co. LLC 200 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Mizuho Securities Americas Inc. 0000 USA LLC 1000 Xxxxxx xx xxx XxxxxxxxXxxxxxxx Xxx Xxxx, 0xx Xxxxx New YorkXxx Xxxx 00000 SMBC Nikko Securities America, New York 10020 Scotia Capital (USA) Inc. 000 Xxxxx 200 Xxxx Xxxxxx New YorkXxx Xxxx, New York 10281 TD Securities (USA) LLC 0 Xxxxxxxxxx Xxx, 00xx Floor New York, New York 10017 Xxxxx Fargo Securities, LLC 000 Xxxxx Xxxxx Xxxxxx, 5th Floor Charlotte, North Carolina 28202 Xxx Xxxx 00000 Ladies and Gentlemen: Ameren Illinois Union Electric Company, an Illinois a Missouri corporation (the “Company”), proposes, subject to the terms and conditions stated herein and in the Underwriting Agreement, dated June 179, 2024 2021 (the “Underwriting Agreement”), between the Company on the one hand and the Underwriters named in Schedule I hereto (the “Underwriters”), for whom Barclays Capital BofA Securities, Inc., MUFG Gxxxxxx Sachs & Co. LLC, Mizuho Securities Americas Inc., Scotia Capital (USA) Inc., TD Securities (USA) USA LLC and Xxxxx Fargo SecuritiesSMBC Nikko Securities America, LLC, Inc. are acting as representatives (the “Representatives”), on the other hand, to issue and sell to the Underwriters the First Mortgage Bonds specified in Schedule II hereto (the “First Mortgage Bonds”) with the terms set forth in Schedule III hereto. Each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety, and shall be deemed to be a part of this Pricing Agreement to the same extent as if such provisions had been set forth in full herein, and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement. Each reference to the Representatives herein and in the provisions of the Underwriting Agreement so incorporated by reference shall be deemed to refer to you. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. Each of the Representatives designated to act on behalf of the other Representatives and on behalf of each of the other Underwriters of the First Mortgage Bonds pursuant to Section 13 of the Underwriting Agreement and the address of the Representatives referred to in such Section 13 are set forth at the end of Schedule II hereto. Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the principal amount of the First Mortgage Bonds set forth opposite the name of such Underwriter in Schedule I hereto.

Appears in 1 contract

Samples: Underwriting Agreement (Union Electric Co)

Qualified Financial Contracts. In the event that any Underwriter that is a Covered Entity (as defined below) becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined below), the transfer from such Underwriter of this Underwriting Agreement, and any interest and obligation in or under this Underwriting Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Underwriting Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. In the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate (as defined below) of such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined below) under this Underwriting Agreement that may be exercised against such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Underwriting Agreement were governed by the laws of the United States or a state of the United States. “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k). “Covered Entity” means any of the following: (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b). “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable. “U.S. Special Resolution Regime” means each of (x) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (y) Title II of the Xxxx-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, Ameren Illinois Company Entergy Texas, Inc. By: /s/ Xxxxxx X. Xxxxx XxXxxx Name: Xxxxxx X. Xxxxx XxXxxx Title: Vice President and Treasurer Accepted as of the date hereof: Barclays Capital Inc. MUFG Securities Americas Inc. Scotia Capital (USA) Inc. TD Securities (USA) LLC Xxxxx Fargo SecuritiesEntergy Texas Restoration Funding II, LLC As Representatives of the several Underwriters Barclays Capital Inc. MUFG Securities Americas Inc. By: /s/ Xxxx Xxxxxxx By: /s/ Xxxxxx Xxxx Name: Xxxx Xxxxxxx X. XxXxxx Name: Xxxxxx Xxxx X. XxXxxx Title: Director TitleVice 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: Managing Director Scotia Capital (USA) Inc. TD Securities (USA) By: Xxxxxxx Sachs & Co. LLC By: /s/ Xxxxxxx Xxxxxxxx By: /s/ Xxxx Xxxxxxxx Xxxxxxx Name: Xxxxxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Xxxxxxx Title: Managing Director & Head of U.S Debt Origination TitleBy: Director Xxxxx Fargo Securities, LLC Citigroup Global Markets Inc. By: /s/ Xxxxxxx Xxxxxx Xxxxx Name: Xxxxxxx Xxxxxx Xxxxx Title: Managing Director [Signature Page to the Underwriting Agreement] ANNEX Agreement SCHEDULE I Pricing Underwriting Agreement June 17dated March 24, 2024 Barclays Capital 2022 Registration Statement Nos.: 333-259253 and 000-000000-00 Representatives: Xxxxxxx Xxxxx & Co. LLC Citigroup Global Markets Inc. MUFG Securities Americas Inc. Scotia Capital (USA) Inc. TD Securities (USA) Xxxxxxx Sachs & Co. LLC 000 Xxxx Xxxxxx, 0xx Xxxxx Fargo SecuritiesXxx Xxxx, LLC As Representatives of the several Underwriters named in Schedule I hereto Xxx Xxxx 00000 Attention: Xxxxx Xxxxxxxxx Email: xxxxx.xxxxxxxxx@xx.xxx c/o Barclays Capital Citigroup Global Markets Inc. 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxxxxx Xxxxxx New York, New York 10019 MUFG Securities Americas Inc. 0000 Xxxxxx xx xxx Xxxxxxxx, 0xx Xxxxx New York, New York 10020 Scotia Capital (USA) Inc. 000 Xxxxx Xxxxxx New York, New York 10281 TD Securities (USA) LLC 0 Xxxxxxxxxx Xxx, 00xx Floor New York, New York 10017 Xxxxx Fargo Securities, LLC 000 Xxxxx Xxxxx Xxxxxx, 5th Floor Charlotte, North Carolina 28202 Ladies and GentlemenEmail: Ameren Illinois Company, an Illinois corporation (the “Company”), proposes, subject to the terms and conditions stated herein and in the Underwriting Agreement, dated June 17, 2024 (the “Underwriting Agreement”), between the Company on the one hand and the Underwriters named in Schedule I hereto (the “Underwriters”), for whom Barclays Capital Inc., MUFG Securities Americas Inc., Scotia Capital (USA) Inc., TD Securities (USA) LLC 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.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 XxxxDxxx-Xxxxx 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, Ameren Illinois Company By: /s/ Xxxxxx Dxxxxx X. Xxxxx Name: Xxxxxx Dxxxxx X. Xxxxx Title: Vice President and Treasurer Accepted as of the date hereof: Barclays BNY Mellon Capital Markets, LLC Mizuho Securities USA LLC Mxxxxx Sxxxxxx & Co. LLC Truist Securities, Inc. MUFG Securities Americas Inc. Scotia Capital (USA) Inc. TD Securities (USA) LLC Xxxxx Wxxxx Fargo Securities, LLC As Representatives of the several Underwriters Barclays BNY Mellon Capital Inc. MUFG Securities Americas Inc. Markets, LLC Mxxxxx Sxxxxxx & Co. LLC By: /s/ Xxxx Dxx Xxxxxxx By: /s/ Nxxx Xxxxxx Xxxx Name: Xxxx Dxx Xxxxxxx Name: Nxxx Xxxxxx Xxxx Title: Managing Director Title: Managing Director Scotia Capital (USA) Inc. TD Wxxxx Fargo Securities, LLC Mizuho Securities (USA) USA LLC By: /s/ Xxxxxxx Xxxxxxxx Cxxxxxx Xxxxxx By: /s/ Xxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Managing Director & Head of U.S Debt Origination Title: Director Xxxxx Fargo Securities, LLC By: /s/ Xxxxxxx Sxxxxxx X. Xxxxxx Name: Xxxxxxx Cxxxxxx Xxxxxx Name: Sxxxxxx X. Xxxxxx Title: Managing Director [Signature Page to the Underwriting Agreement] Title: Managing Director Truist Securities, Inc. By: /s/ Rxx Xxxxxxxxxx Name: Rxx Xxxxxxxxxx Title: Director ANNEX I Pricing Agreement June 17August 15, 2024 Barclays 2022 BNY Mellon Capital Markets, LLC Mizuho Securities USA LLC Mxxxxx Sxxxxxx & Co. LLC Truist Securities, Inc. MUFG Securities Americas Inc. Scotia Capital (USA) Inc. TD Securities (USA) LLC Xxxxx Wxxxx Fargo Securities, LLC As Representatives of the several Underwriters named in Schedule I hereto c/o Barclays BNY Mellon Capital Inc. 000 Xxxxxxx Xxxxxx Markets, LLC 200 Xxxxxxxxx Xxxxxx, 3rd Floor New York, New York 10019 MUFG 10286 Mizuho Securities Americas Inc. 0000 USA LLC 1000 Xxxxxx xx xxx Xxxxxxxx, 0xx Xxxxx Xxxxxxxx New York, New York 10020 Scotia Capital (USA) Inc. 000 Xxxxx Xxxxxx New York, New York 10281 TD Securities (USA) Mxxxxx Sxxxxxx & Co. LLC 0 Xxxxxxxxxx Xxx1000 Xxxxxxxx, 00xx Floor New York, New York 10017 Xxxxx 10036 Truist Securities, Inc. 3000 Xxxxxxxxx Xxxx, XX Atlanta, Georgia 30326 Wxxxx Fargo Securities, LLC 000 500 Xxxxx Xxxxx Xxxxxx, 5th Floor Charlotte, North Carolina 28202 Ladies and Gentlemen: Ameren Illinois Company, an Illinois corporation (the “Company”), proposes, subject to the terms and conditions stated herein and in the Underwriting Agreement, dated June 17August 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 Barclays BNY Mellon Capital Inc.Markets, MUFG LLC, Mizuho Securities Americas Inc.USA LLC, Scotia Capital (USA) Inc.Mxxxxx Sxxxxxx & Co. LLC, TD Securities (USA) LLC Truist Securities, Inc. and Xxxxx Wxxxx Fargo Securities, LLC, LLC are acting as representatives (the “Representatives”), on the other hand, to issue and sell to the Underwriters the First Mortgage Bonds specified in Schedule II hereto (the “First Mortgage Bonds”) with the terms set forth in Schedule III hereto. Each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety, and shall be deemed to be a part of this Pricing Agreement to the same extent as if such provisions had been set forth in full herein, and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement. Each reference to the Representatives herein and in the provisions of the Underwriting Agreement so incorporated by reference shall be deemed to refer to you. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. Each of the Representatives designated to act on behalf of the other Representatives and on behalf of each of the other Underwriters of the First Mortgage Bonds pursuant to Section 13 of the Underwriting Agreement and the address of the Representatives referred to in such Section 13 are set forth at the end of Schedule II hereto. Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the principal amount of the First Mortgage Bonds set forth opposite the name of such Underwriter in Schedule I hereto.

Appears in 1 contract

Samples: Underwriting Agreement (Ameren Illinois Co)

Qualified Financial Contracts. In the event that any Underwriter that is a Covered Entity (as defined below) becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined below), the transfer from such Underwriter of this Underwriting Agreement, and any interest and obligation in or under this Underwriting Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Underwriting Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. In the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate (as defined below) of such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined below) under this Underwriting Agreement that may be exercised against such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Underwriting Agreement were governed by the laws of the United States or a state of the United States. “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k). “Covered Entity” means any of the following: (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b). “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable. “U.S. Special Resolution Regime” means each of (x) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (y) Title II of the Xxxx-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, Ameren Illinois Company AMEREN ILLINOIS COMPANY By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Vice President and & Treasurer Accepted as of the date hereof: Barclays Capital Inc. MUFG Securities Americas Inc. Scotia Capital (USA) Inc. TD Securities (USA) MIZUHO SECURITIES USA LLC Xxxxx Fargo SecuritiesSMBC NIKKO SECURITIES AMERICA, LLC INC. TRUIST SECURITIES, INC. As Representatives of the several Underwriters Barclays Capital Inc. MUFG Securities Americas Inc. MIZUHO SECURITIES USA LLC SMBC NIKKO SECURITIES AMERICA, INC. By: /s/ Xxxxxxxx Xxxxxxx By: /s/ Xxxx X. Xxxxx Name: Xxxxxxxx Xxxxxxx By: /s/ Xxxxxx Xxxx Name: Xxxx Xxxxxxx Name: Xxxxxx Xxxx X. Xxxxx Title: Managing Director Title: Managing Director Scotia Capital (USA) Inc. TD Securities (USA) LLC TRUIST SECURITIES, INC. By: /s/ Xxxxxxx Xxxxxxxx By: /s/ Xxxx Xxxxxxxx Xxxxxx Xxxxxxxxxx Name: Xxxxxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Xxxxxx Xxxxxxxxxx Title: Managing Director & Head of U.S Debt Origination Title: 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 June 17November 9, 2024 Barclays Capital 2020 Mizuho Securities USA LLC SMBC Nikko Securities America, Inc. MUFG Securities Americas Inc. Scotia Capital (USA) Inc. TD Securities (USA) LLC Xxxxx Fargo Truist Securities, LLC Inc. As Representatives of the several Underwriters named in Schedule I hereto c/o Barclays Capital Mizuho Securities USA LLC 1271 Avenue of the Americas Xxx Xxxx, Xxx Xxxx 00000 SMBC Nikko Securities America, Inc. 000 Xxxxxxx Xxxx Xxxxxx New YorkXxx Xxxx, New York 10019 MUFG Securities Americas Xxx Xxxx 00000 Truist Securities, Inc. 0000 Xxxxxx xx xxx XxxxxxxxXxxxxxxxx Xxxx, 0xx Xxxxx New YorkXX Xxxxxxx, New York 10020 Scotia Capital (USA) Inc. 000 Xxxxx Xxxxxx New York, New York 10281 TD Securities (USA) LLC 0 Xxxxxxxxxx Xxx, 00xx Floor New York, New York 10017 Xxxxx Fargo Securities, LLC 000 Xxxxx Xxxxx Xxxxxx, 5th Floor Charlotte, North Carolina 28202 Xxxxxxx 00000 Ladies and Gentlemen: Ameren Illinois Company, an Illinois corporation (the “Company”), proposes, subject to the terms and conditions stated herein and in the Underwriting Agreement, dated June 17November 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 Barclays Capital Inc.Mizuho Securities USA LLC, MUFG SMBC Nikko Securities Americas Inc.America, Scotia Capital (USA) Inc., TD Securities (USA) LLC Inc. and Xxxxx Fargo Truist Securities, LLC, 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 Xxxx-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, Ameren Illinois Company By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Vice President and Treasurer Accepted as of the date hereof: Barclays Capital Inc. MUFG Securities Americas Inc. Scotia Capital (USA) Inc. TD Securities (USA) LLC Xxxxx Fargo SecuritiesEntergy Texas, LLC As Representatives of the several Underwriters Barclays Capital 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/ Xxxxxxx Xxxxxxxx By: /s/ Xxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Managing Director & Head of U.S Debt Origination Title: Director Xxxxx Fargo SecuritiesEntergy Texas Restoration Funding II, LLC By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Managing Director [Signature Page to The foregoing Underwriting Agreement is hereby confirmed and accepted by the Underwriting Agreement] ANNEX I Pricing Agreement June 17, 2024 Barclays Capital Inc. MUFG Securities Americas Inc. Scotia Capital (USA) Inc. TD Securities (USA) LLC Xxxxx Fargo Securities, LLC As Representatives on behalf of the several Underwriters named in Schedule I hereto c/o Barclays Capital Inc. 000 Xxxxxxx Xxxxxx New York, New York 10019 MUFG Securities Americas Inc. 0000 Xxxxxx xx xxx Xxxxxxxx, 0xx Xxxxx New York, New York 10020 Scotia Capital (USA) Inc. 000 Xxxxx Xxxxxx New York, New York 10281 TD Securities (USA) LLC 0 Xxxxxxxxxx Xxx, 00xx Floor New York, New York 10017 Xxxxx Fargo Securities, LLC 000 Xxxxx Xxxxx Xxxxxx, 5th Floor Charlotte, North Carolina 28202 Ladies and Gentlemen: Ameren Illinois Company, an Illinois corporation (the “Company”), proposes, subject to the terms and conditions stated herein and in the Underwriting Agreement, dated June 17, 2024 (the “Underwriting Agreement”), between the Company on the one hand and the Underwriters named in Schedule I hereto (the “Underwriters”), for whom Barclays Capital Inc., MUFG Securities Americas Inc., Scotia Capital (USA) Inc., TD Securities (USA) II hereto: By: Xxxxxxx Sachs & Co. LLC and Xxxxx Fargo Securities, LLC, are acting as representatives (the “Representatives”), on the other hand, By: Name: Title: By: Citigroup Global Markets Inc. 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

Samples: Underwriting Agreement (Entergy Texas, Inc.)

Qualified Financial Contracts. In the event that any Underwriter that is a Covered Entity (as defined below) becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined below), the transfer from such Underwriter of this Underwriting Agreement, and any interest and obligation in or under this Underwriting Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Underwriting Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. In the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate (as defined below) of such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined below) under this Underwriting Agreement that may be exercised against such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Underwriting Agreement were governed by the laws of the United States or a state of the United States. “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k). “Covered Entity” means any of the following: (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b). “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable. “U.S. Special Resolution Regime” means each of (x) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (y) Title II of the Xxxx-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, Ameren Illinois Company Entergy Corporation By: /s/ Xxxxxx X. Xxxxx _____________________________ Name: Xxxxxx X. Xxxxx Title: Vice President and Treasurer Accepted as of the date hereoffirst above written: Barclays Capital Inc. MUFG Securities Americas Inc. Scotia Capital (USA) Inc. TD Securities (USA) LLC Xxxxx Fargo Securities, LLC As Representatives [Names of the several Underwriters Barclays Capital Inc. MUFG Securities Americas Inc. Underwriters] By: /s/ Xxxx Xxxxxxx [Name of Representative] By: /s/ Xxxxxx Xxxx ____________________________ Name: Xxxx Xxxxxxx Title: By: [Name of Representative] By: ____________________________ Name: Xxxxxx Xxxx Title: Director Title: Managing Director Scotia Capital (USA) Inc. TD Securities (USA) LLC By: /s/ Xxxxxxx Xxxxxxxx By: /s/ Xxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Managing Director & Head of U.S Debt Origination Title: Director Xxxxx Fargo Securities, LLC By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Managing Director [Signature Page to the Underwriting AgreementAgreement SCHEDULE I Entergy Corporation $[_________] ANNEX I Pricing Agreement June 17[____]% Senior Notes due [________], 2024 Barclays Capital Inc. MUFG Securities Americas Inc. Scotia Capital (USA) Inc. TD Securities (USA) LLC Xxxxx Fargo Securities, LLC As Representatives 20[__] Name of Underwriter Principal Amount of Notes [______] $ [_________] [______]. [_________] [______] [_________] TOTAL $ [_________] SCHEDULE II Part A – Schedule of Free Writing Prospectuses included in the several Underwriters named in Schedule I hereto c/o Barclays Capital Inc. 000 Xxxxxxx Xxxxxx New York, New York 10019 MUFG Securities Americas Inc. 0000 Xxxxxx xx xxx Xxxxxxxx, 0xx Xxxxx New York, New York 10020 Scotia Capital (USA) Inc. 000 Xxxxx Xxxxxx New York, New York 10281 TD Securities (USA) LLC 0 Xxxxxxxxxx Xxx, 00xx Floor New York, New York 10017 Xxxxx Fargo Securities, LLC 000 Xxxxx Xxxxx Xxxxxx, 5th Floor Charlotte, North Carolina 28202 Ladies and Gentlemen: Ameren Illinois Company, an Illinois corporation (the “Company”), proposes, subject Disclosure Package • Final Term Sheet relating to the terms and conditions stated herein and Notes attached to this Schedule II as Annex A (Issuer Free Writing Prospectus) Part B – Schedule of Free Writing Prospectuses not included in the Underwriting AgreementDisclosure Package • None Part C – Additional Documents Incorporated by Reference • None Part D – Additional Information • None ANNEX A TO SCHEDULE II Entergy Corporation $[_________] [____]% Senior Notes due [________], dated June 1720[__] Final Terms and Conditions [________], 2024 20[__] Issuer: Entergy Corporation Security Type: Senior Notes (the “Underwriting Agreement”SEC Registered) Expected Ratings(1): [___] ([______] outlook) by Xxxxx’x Investors Service, Inc. [___] ([______] outlook) by S&P Global Ratings Trade Date: [________], 20[__] Settlement Date (T+[__])[(2)]: [________], between the Company on the one hand and the Underwriters named in Schedule I hereto (the “Underwriters”), for whom Barclays Capital Inc., MUFG Securities Americas Inc., Scotia Capital (USA) Inc., TD Securities (USA) LLC 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.20[__]

Appears in 1 contract

Samples: Underwriting Agreement (Entergy Mississippi, LLC)

Qualified Financial Contracts. In the event that any Underwriter that is a Covered Entity (as defined below) becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined below), the transfer from such Underwriter of this Underwriting Agreement, and any interest and obligation in or under this Underwriting Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Underwriting Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. In the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate (as defined below) of such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined below) under this Underwriting Agreement that may be exercised against such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Underwriting Agreement were governed by the laws of the United States or a state of the United States. “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k). “Covered Entity” means any of the following: (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b). “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable. “U.S. Special Resolution Regime” means each of (x) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (y) Title II of the XxxxDxxx-Xxxxx 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, Ameren Illinois Union Electric Company By: /s/ Xxxxxx Dxxxxx X. Xxxxx Name: Xxxxxx Dxxxxx X. Xxxxx Title: Vice President and Treasurer Accepted as of the date hereof: Barclays BNY Mellon Capital Inc. MUFG Securities Americas Inc. Scotia Capital (USA) Inc. TD Securities (USA) LLC Xxxxx Fargo SecuritiesMarkets, LLC J.X. Xxxxxx Securities LLC Mizuho Securities USA LLC U.S. Bancorp Investments, Inc. As Representatives of the several Underwriters Barclays BNY Mellon Capital Inc. MUFG Markets, LLC J.X. Xxxxxx Securities Americas 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/ Xxxx Xxxxxxx Sxxxxxx X. Xxxxxx By: /s/ Xxxxxx Xxxx Name: Xxxx Ixxxxxxx Xxxxxxx Name: Sxxxxxx X. Xxxxxx Xxxx TitleName: Director Ixxxxxxx Xxxxxxx Title: Managing Director Scotia Capital (USA) Inc. TD Securities (USA) LLC By: /s/ Xxxxxxx Xxxxxxxx By: /s/ Xxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Managing Director & Head of U.S Debt Origination Title: Director Xxxxx Fargo Securities, LLC By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Managing Director Vice President [Signature Page to the Underwriting Agreement] ANNEX I Pricing Agreement June 17March 25, 2024 Barclays BNY Mellon Capital Inc. MUFG Securities Americas Inc. Scotia Capital (USA) Inc. TD Securities (USA) LLC Xxxxx Fargo SecuritiesMarkets, 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 Barclays BNY Mellon Capital Inc. 000 Markets, LLC 200 Xxxxxxxxx Xxxxxx, 0X New York, New York 10286 J.X. Xxxxxx Securities LLC 300 Xxxxxxx Xxxxxx New York, New York 10019 MUFG 10179 Mizuho Securities Americas Inc. 0000 USA LLC 1000 Xxxxxx xx xxx Xxxxxxxx, 0xx Xxxxx Xxxxxxxx New York, New York 10020 Scotia Capital (USA) U.S. Bancorp Investments, Inc. 000 200 X. Xxxxx Xxxxxx New YorkStreet, New York 10281 TD Securities (USA) LLC 0 Xxxxxxxxxx Xxx, 00xx Floor New York, New York 10017 Xxxxx Fargo Securities, LLC 000 Xxxxx Xxxxx Xxxxxx, 5th 26th Floor Charlotte, North Carolina 28202 Ladies and Gentlemen: Ameren Illinois Union Electric Company, an Illinois a Missouri corporation (the “Company”), proposes, subject to the terms and conditions stated herein and in the Underwriting Agreement, dated June 17March 25, 2024 (the “Underwriting Agreement”), between the Company on the one hand and the Underwriters named in Schedule I hereto (the “Underwriters”), for whom Barclays BNY Mellon Capital Inc., MUFG Securities Americas Inc., Scotia Capital (USA) Inc., TD Securities (USA) LLC and Xxxxx Fargo SecuritiesMarkets, 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 (Union Electric Co)

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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 Xxxx-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, Ameren Illinois Company UNION ELECTRIC COMPANY By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Vice President and & Treasurer Accepted as of the date hereof: Barclays Capital Inc. MUFG Securities Americas Inc. Scotia Capital (USA) Inc. TD Securities (USA) LLC Xxxxx Fargo SecuritiesBARCLAYS CAPITAL INC. BOFA SECURITIES, INC. RBC CAPITAL MARKETS, LLC As Representatives of the several Underwriters Barclays Capital Inc. MUFG Securities Americas Inc. By: /s/ Xxxx Xxxxxxx BARCLAYS CAPITAL INC. By: /s/ Xxxxxx Xxxx Name: Xxxx Xxxxxxx Xxxxx Name: Xxxxxx Xxxx Title: Director Xxxxx Title: Managing Director Scotia Capital (USA) Inc. TD Securities (USA) LLC BOFA SECURITIES, INC. By: /s/ Xxxxxxx Xxxxxxxx By: /s/ Xxxx Xxxxxxxx Xxxxx Xxxxxx Name: Xxxxxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Xxxxx Xxxxxx Title: Managing Director & Head of U.S Debt Origination Title: Director Xxxxx Fargo SecuritiesRBC CAPITAL MARKETS, LLC By: /s/ Xxxxxxx Xxxxxx Xxxxx X. Xxxxxxxx Name: Xxxxxxx Xxxxxx Xxxxx X. Xxxxxxxx Title: Managing Director Authorized Signatory [Signature Page to the Underwriting Agreement] ANNEX I Pricing Agreement June 17October 1, 2024 2020 Barclays Capital Inc. MUFG Securities Americas BofA Securities, Inc. Scotia RBC Capital (USA) Inc. TD Securities (USA) LLC Xxxxx Fargo SecuritiesMarkets, LLC As Representatives of the several Underwriters named in Schedule I hereto c/o Barclays Capital Inc. 000 Xxxxxxx Xxxxxx New YorkXxx Xxxx, New York 10019 MUFG Securities Americas Xxx Xxxx 00000 BofA Securities, Inc. 0000 Xxx Xxxxxx xx xxx XxxxxxxxXxxx Xxx Xxxx, 0xx Xxxxx New YorkXxx Xxxx 00000 RBC Capital Markets, New York 10020 Scotia Capital (USA) Inc. LLC Brookfield Place 000 Xxxxx Xxxxxx Xxxxxx, 8th Floor New York, New York 10281 TD Securities (USA) LLC 0 Xxxxxxxxxx Xxx, 00xx Floor New York, New York 10017 Xxxxx Fargo Securities, LLC 000 Xxxxx Xxxxx Xxxxxx, 5th Floor Charlotte, North Carolina 28202 Ladies and Gentlemen: Ameren Illinois Union Electric Company, an Illinois a Missouri corporation (the “Company”), proposes, subject to the terms and conditions stated herein and in the Underwriting Agreement, dated June 17October 1, 2024 2020 (the “Underwriting Agreement”), between the Company on the one hand and the Underwriters named in Schedule I hereto (the “Underwriters”), for whom Barclays Capital Inc., MUFG Securities Americas Inc., Scotia Capital (USA) Inc., TD Securities (USA) LLC and Xxxxx Fargo BofA Securities, LLCInc. and RBC Capital Markets, LLC are acting as representatives (the “Representatives”), on the other hand, to issue and sell to the Underwriters the First Mortgage Bonds specified in Schedule II hereto (the “First Mortgage Bonds”) with the terms set forth in Schedule III hereto. Each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety, and shall be deemed to be a part of this Pricing Agreement to the same extent as if such provisions had been set forth in full herein, and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement. Each reference to the Representatives herein and in the provisions of the Underwriting Agreement so incorporated by reference shall be deemed to refer to you. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. Each of the Representatives designated to act on behalf of the other Representatives and on behalf of each of the other Underwriters of the First Mortgage Bonds pursuant to Section 13 of the Underwriting Agreement and the address of the Representatives referred to in such Section 13 are set forth at the end of Schedule II hereto. Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the principal amount of the First Mortgage Bonds set forth opposite the name of such Underwriter in Schedule I hereto.

Appears in 1 contract

Samples: 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 Xxxx-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, Ameren Illinois Company UNION ELECTRIC COMPANY By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Vice President and Treasurer Accepted as of the date hereof: Barclays Capital Inc. MUFG Securities Americas Inc. Scotia Capital (USA) Inc. TD Securities (USA) X.X. XXXXXX SECURITIES LLC Xxxxx Fargo SecuritiesSUNTRUST XXXXXXXX XXXXXXXX, INC. U.S. BANCORP INVESTMENTS, INC. XXXXX FARGO SECURITIES, LLC As Representatives of the several Underwriters Barclays Capital Inc. MUFG Securities Americas Inc. By: /s/ Xxxx Xxxxxxx X.X. XXXXXX SECURITIES LLC By: /s/ Xxxxxx Xxxx Xxxxxxxxx Name: Xxxx Xxxxxx Xxxxxxxxx Title: Executive Director SUNTRUST XXXXXXXX XXXXXXXX, INC. By: /s/ Xxx Xxxxxxxxxx Name: Xxx Xxxxxxxxxx Title: Director U.S. BANCORP INVESTMENTS, INC. By: /s/ Xxxxxxx Xxxxxxx Name: Xxxxxx Xxxx Title: Director Xxxxxxx Xxxxxxx Title: Managing Director Scotia Capital (USA) Inc. TD Securities (USA) LLC By: /s/ Xxxxxxx Xxxxxxxx By: /s/ Xxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Managing Director & Head of U.S Debt Origination Title: Director Xxxxx Fargo Securities[Signature Page to the Underwriting Agreement] XXXXX FARGO SECURITIES, LLC By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Managing Director [Signature Page to the Underwriting Agreement] ANNEX I Pricing Agreement June 17September 23, 2024 Barclays Capital 2019 X.X. Xxxxxx Securities LLC SunTrust Xxxxxxxx Xxxxxxxx, Inc. MUFG Securities Americas U.S. Bancorp Investments, Inc. Scotia Capital (USA) Inc. TD Securities (USA) LLC Xxxxx Fargo Securities, LLC As Representatives of the several Underwriters named in Schedule I hereto c/o Barclays Capital Inc. X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx New YorkXxx Xxxx, New York 10019 MUFG Securities Americas Xxx Xxxx 00000 SunTrust Xxxxxxxx Xxxxxxxx, Inc. 0000 Xxxxxx xx xxx XxxxxxxxXxxxxxxxx Xxxx, 0xx Xxxxx New YorkXX Xxxxxxx, New York 10020 Scotia Capital (USA) Xxxxxxx 00000 U.S. Bancorp Investments, Inc. 000 X. Xxxxx Xxxxxx New YorkStreet, New York 10281 TD Securities (USA) LLC 0 Xxxxxxxxxx Xxx26th Floor Charlotte, 00xx Floor New York, New York 10017 North Carolina 28202 Xxxxx Fargo Securities, LLC 000 Xxxxx Xxxxx Xxxxxx, 5th Floor Charlotte, North Carolina 28202 Ladies and Gentlemen: Ameren Illinois Union Electric Company, an Illinois a Missouri corporation (the “Company”), proposes, subject to the terms and conditions stated herein and in the Underwriting Agreement, dated June 17September 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 Barclays Capital X.X. Xxxxxx Securities LLC, SunTrust Xxxxxxxx Xxxxxxxx, Inc., MUFG Securities Americas Inc.U.S. Bancorp Investments, Scotia Capital (USA) Inc., TD Securities (USA) LLC Inc. and Xxxxx Fargo Securities, LLC, LLC are acting as representatives (the “Representatives”), on the other hand, to issue and sell to the Underwriters the First Mortgage Bonds specified in Schedule II hereto (the “First Mortgage Bonds”) with the terms set forth in Schedule III hereto. Each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety, and shall be deemed to be a part of this Pricing Agreement to the same extent as if such provisions had been set forth in full herein, and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement. Each reference to the Representatives herein and in the provisions of the Underwriting Agreement so incorporated by reference shall be deemed to refer to you. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. Each of the Representatives designated to act on behalf of the other Representatives and on behalf of each of the other Underwriters of the First Mortgage Bonds pursuant to Section 13 of the Underwriting Agreement and the address of the Representatives referred to in such Section 13 are set forth at the end of Schedule II hereto. Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the principal amount of the First Mortgage Bonds set forth opposite the name of such Underwriter in Schedule I hereto.

Appears in 1 contract

Samples: Underwriting Agreement (Union Electric Co)

Qualified Financial Contracts. In the event that any Underwriter that is a Covered Entity (as defined below) becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined below), the transfer from such Underwriter of this Underwriting Agreement, and any interest and obligation in or under this Underwriting Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Underwriting Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. In the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate (as defined below) of such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined below) under this Underwriting Agreement that may be exercised against such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Underwriting Agreement were governed by the laws of the United States or a state of the United States. “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k). “Covered Entity” means any of the following: (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b). “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable. “U.S. Special Resolution Regime” means each of (x) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (y) Title II of the XxxxDxxx-Xxxxx 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, Ameren Illinois Company AMEREN ILLINOIS COMPANY By: /s/ Xxxxxx Dxxxxx X. Xxxxx Name: Xxxxxx Dxxxxx X. Xxxxx Title: Vice President and & Treasurer Accepted as of the date hereof: Barclays RBC Capital Inc. MUFG Securities Americas Inc. Scotia Capital (USA) Inc. Markets, LLC TD Securities (USA) LLC Xxxxx Truist Securities, Inc. Wxxxx Fargo Securities, LLC As Representatives of the several Underwriters Barclays RBC Capital 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. Markets, LLC TD Securities (USA) LLC By: /s/ Xxxxxxx Sxxxx X. Xxxxxxxx By: /s/ Xxxx Lxxx Xxxxxxxx Name: Xxxxxxx Sxxxx X. Xxxxxxxx Name: Xxxx Lxxx Xxxxxxxx Title: Managing Director & Head of U.S Debt Origination Authorized Signatory Title: Director Xxxxx Truist Securities, Inc. Wxxxx Fargo Securities, LLC By: /s/ Xxxxxxx Rxxxxx Xxxxxxxxxx By: /s/ Cxxxxxx Xxxxxx Name: Xxxxxxx Rxxxxx Xxxxxxxxxx Name: Cxxxxxx Xxxxxx Title: Director Title: Managing Director [Signature Page to the Underwriting Agreement] ANNEX I Pricing Agreement June 17RBC Capital Markets, 2024 Barclays Capital Inc. MUFG Securities Americas Inc. Scotia Capital (USA) Inc. LLC TD Securities (USA) LLC Xxxxx Truist Securities, Inc. Wxxxx Fargo Securities, LLC As Representatives of the several Underwriters named in Schedule I hereto c/o Barclays RBC Capital Inc. 000 Xxxxxxx Xxxxxx New YorkMarkets, New York 10019 MUFG Securities Americas Inc. 0000 Xxxxxx xx xxx XxxxxxxxLLC Brookfield Place 200 Xxxxx Xxxxxx, 0xx Xxxxx New York, New York 10020 Scotia Capital (USA) Inc. 000 Xxxxx Xxxxxx 8th Floor New York, New York 10281 TD Securities (USA) LLC 0 1 Xxxxxxxxxx XxxXxxxxx, 00xx Floor New YorkXxxxx Xxx Xxxx, New York 10017 Xxxxx Xxx Xxxx 00000 Truist Securities, Inc. 3000 Xxxxxxxxx Xxxx, XX Xxxxxxx, Xxxxxxx 00000 Wxxxx Fargo Securities, LLC 000 500 Xxxxx Xxxxx Xxxxxx, 5th Floor Charlotte, North Carolina 28202 Ladies and Gentlemen: Ameren Illinois Company, an Illinois corporation (the “Company”), proposes, subject to the terms and conditions stated herein and in the Underwriting Agreement, dated June 1722, 2024 2021 (the “Underwriting Agreement”), between the Company on the one hand and the Underwriters named in Schedule I hereto (the “Underwriters”), for whom Barclays RBC Capital Inc.Markets, MUFG Securities Americas Inc., Scotia Capital (USA) Inc.LLC, TD Securities (USA) LLC LLC, Truist Securities, Inc. and Xxxxx Wxxxx Fargo Securities, LLC, LLC are acting as representatives (the “Representatives”), on the other hand, to issue and sell to the Underwriters the First Mortgage Bonds specified in Schedule II hereto (the “First Mortgage Bonds”) with the terms set forth in Schedule III hereto. Each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety, and shall be deemed to be a part of this Pricing Agreement to the same extent as if such provisions had been set forth in full herein, and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement. Each reference to the Representatives herein and in the provisions of the Underwriting Agreement so incorporated by reference shall be deemed to refer to you. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. Each of the Representatives designated to act on behalf of the other Representatives and on behalf of each of the other Underwriters of the First Mortgage Bonds pursuant to Section 13 of the Underwriting Agreement and the address of the Representatives referred to in such Section 13 are set forth at the end of Schedule II hereto. Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the principal amount of the First Mortgage Bonds set forth opposite the name of such Underwriter in Schedule I hereto.

Appears in 1 contract

Samples: Underwriting Agreement (Ameren Illinois Co)

Qualified Financial Contracts. In the event that any Underwriter that is a Covered Entity (as defined below) becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined below), the transfer from such Underwriter of this Underwriting Agreement, and any interest and obligation in or under this Underwriting Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Underwriting Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. In the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate (as defined below) of such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined below) under this Underwriting Agreement that may be exercised against such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Underwriting Agreement were governed by the laws of the United States or a state of the United States. “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k). “Covered Entity” means any of the following: (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b). “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable. “U.S. Special Resolution Regime” means each of (x) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (y) Title II of the XxxxDxxx-Xxxxx 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, Ameren Illinois Union Electric Company By: /s/ Xxxxxx Dxxxxx X. Xxxxx Name: Xxxxxx Dxxxxx X. Xxxxx Title: Vice President and Treasurer Accepted as of the date hereof: Barclays BofA Securities, Inc. KeyBanc Capital Markets Inc. MUFG Securities Americas Inc. Scotia RBC Capital (USA) Inc. Markets, LLC TD Securities (USA) LLC Xxxxx Fargo SecuritiesU.S. Bancorp Investments, LLC Inc. As Representatives of the several Underwriters Barclays BofA Securities, Inc. KeyBanc Capital Inc. MUFG Securities Americas Markets Inc. By: /s/ Xxxx Xxxxxxx Sxxxx Xxxxxx By: /s/ Kxxxxxx Xxxxxx Xxxx Name: Xxxx Xxxxxxx Sxxxx Xxxxxx Name: Kxxxxxx Xxxxxx Xxxx Title: Director Title: Managing Director Scotia Title: Vice President RBC Capital (USA) Inc. Markets, LLC TD Securities (USA) LLC By: /s/ Xxxxxxx Sxxxx X. Xxxxxxxx By: /s/ Xxxx Lxxx Xxxxxxxx Name: Xxxxxxx Sxxxx X. Xxxxxxxx Name: Xxxx Lxxx Xxxxxxxx Title: Managing Director & Head of U.S Debt Origination Authorized Signatory Title: Director Xxxxx Fargo SecuritiesU.S. Bancorp Investments, LLC Inc. By: /s/ Ixxxxxxx Xxxxxxx Xxxxxx Name: Ixxxxxxx Xxxxxxx Xxxxxx Title: Managing Director Vice President [Signature Page to the Underwriting Agreement] ANNEX I Pricing Agreement June 17February 27, 2024 Barclays 2023 BofA Securities, Inc. KeyBanc Capital Markets Inc. MUFG Securities Americas Inc. Scotia RBC Capital (USA) Inc. Markets, LLC TD Securities (USA) LLC Xxxxx Fargo SecuritiesU.S. Bancorp Investments, LLC Inc. As Representatives of the several Underwriters named in Schedule I hereto c/o Barclays BofA Securities, Inc. Oxx Xxxxxx Xxxx Xxx Xxxx, Xxx Xxxx 00000 KeyBanc Capital Markets Inc. 000 Xxxxxxx 100 Xxxxxx New YorkXxxxxx Xxxxxxxxx, New York 10019 MUFG Securities Americas Inc. 0000 Xxxxxx xx xxx XxxxxxxxXxxx 00000 RBC Capital Markets, 0xx LLC Brookfield Place 200 Xxxxx New YorkXxxxxx, New York 10020 Scotia Capital (USA) Inc. 000 Xxxxx Xxxxxx 8th Floor New York, New York 10281 TD Securities (USA) LLC 0 1 Xxxxxxxxxx XxxXxxxxx, 00xx Floor New YorkXxxxx Xxx Xxxx, New York Xxx Xxxx 10017 U.S. Bancorp Investments, Inc. 200 X. Xxxxx Fargo SecuritiesStreet, LLC 000 Xxxxx Xxxxx Xxxxxx, 5th 26th Floor Charlotte, North Carolina 28202 Ladies and Gentlemen: Ameren Illinois Union Electric Company, an Illinois a Missouri corporation (the “Company”), proposes, subject to the terms and conditions stated herein and in the Underwriting Agreement, dated June 17February 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 Barclays Capital BofA Securities, Inc., MUFG Securities Americas KeyBanc Capital Markets Inc., Scotia RBC Capital (USA) Inc.Markets, LLC, TD Securities (USA) LLC and Xxxxx Fargo SecuritiesU.S. Bancorp Investments, LLC, Inc. are acting as representatives (the “Representatives”), on the other hand, to issue and sell to the Underwriters the First Mortgage Bonds specified in Schedule II hereto (the “First Mortgage Bonds”) with the terms set forth in Schedule III hereto. Each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety, and shall be deemed to be a part of this Pricing Agreement to the same extent as if such provisions had been set forth in full herein, and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement. Each reference to the Representatives herein and in the provisions of the Underwriting Agreement so incorporated by reference shall be deemed to refer to you. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. Each of the Representatives designated to act on behalf of the other Representatives and on behalf of each of the other Underwriters of the First Mortgage Bonds pursuant to Section 13 of the Underwriting Agreement and the address of the Representatives referred to in such Section 13 are set forth at the end of Schedule II hereto. Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the principal amount of the First Mortgage Bonds set forth opposite the name of such Underwriter in Schedule I hereto.

Appears in 1 contract

Samples: Underwriting Agreement (Union Electric Co)

Qualified Financial Contracts. In the event that any Underwriter that is a Covered Entity (as defined below) becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined below), the transfer from such Underwriter of this Underwriting Agreement, and any interest and obligation in or under this Underwriting Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Underwriting Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. In the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate (as defined below) of such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined below) under this Underwriting Agreement that may be exercised against such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Underwriting Agreement were governed by the laws of the United States or a state of the United States. “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k). “Covered Entity” means any of the following: (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b). “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable. “U.S. Special Resolution Regime” means each of (x) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (y) Title II of the XxxxDxxx-Xxxxx 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, Ameren Illinois Union Electric Company By: /s/ Xxxxxx Dxxxxx X. Xxxxx Name: Xxxxxx Dxxxxx X. Xxxxx Title: Vice President and Treasurer Accepted as of the date hereof: Barclays Capital Inc. MUFG Securities Americas Inc. Scotia Capital (USA) Inc. TD Securities (USA) LLC Xxxxx Fargo BofA Securities, Inc. RBC Capital Markets, LLC SMBC Nikko Securities America, Inc. Truist Securities, Inc. As Representatives of the several Underwriters Barclays Capital BofA Securities, Inc. MUFG SMBC Nikko Securities Americas America, Inc. By: /s/ Xxxx Xxxxxxx Txx Xxxxx By: /s/ Jxxx Xxxxxx Xxxx Name: Xxxx Xxxxxxx Txx Xxxxx Name: Jxxx Xxxxxx Xxxx Title: Managing Director Title: Managing Director Scotia RBC Capital (USA) Markets, LLC Truist Securities, Inc. TD Securities (USA) LLC By: /s/ Xxxxxxx Sxxxx X. Xxxxxxxx By: /s/ Xxxx Rxxxxx Xxxxxxxxxx Name: Sxxxx X. Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Rxxxxx Xxxxxxxxxx Title: Managing Director & Head of U.S Debt Origination Authorized Signatory Title: 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 June 17January 3, 2024 Barclays Capital Inc. MUFG Securities Americas Inc. Scotia Capital (USA) Inc. TD Securities (USA) LLC Xxxxx Fargo BofA Securities, Inc. RBC Capital Markets, LLC SMBC Nikko Securities America, Inc. Truist Securities, Inc. As Representatives of the several Underwriters named in Schedule I hereto c/o Barclays BofA Securities, Inc. One Bryant Park New York, New York 10036 RBC Capital Markets, LLC Brookfield Place 200 Xxxxx Xxxxxx, 8th Floor New York, New York 10281 SMBC Nikko Securities America, Inc. 000 Xxxxxxx 200 Xxxx Xxxxxx New York, New York 10019 MUFG Securities Americas Inc. 0000 Xxxxxx xx xxx Xxxxxxxx, 0xx Xxxxx New York, New York 10020 Scotia Capital (USA) Inc. 000 Xxxxx Xxxxxx New York, New York 10281 TD Securities (USA) LLC 0 Xxxxxxxxxx Xxx, 00xx Floor New York, New York 10017 Xxxxx Fargo 10172 Truist Securities, LLC 000 Xxxxx Xxxxx XxxxxxInc. 3000 Xxxxxxxxx Xxxx, 5th Floor CharlotteXX Atlanta, North Carolina 28202 Georgia 30326 Ladies and Gentlemen: Ameren Illinois Union Electric Company, an Illinois a Missouri corporation (the “Company”), proposes, subject to the terms and conditions stated herein and in the Underwriting Agreement, dated June 17January 3, 2024 (the “Underwriting Agreement”), between the Company on the one hand and the Underwriters named in Schedule I hereto (the “Underwriters”), for whom Barclays Capital BofA Securities, Inc., MUFG Securities Americas Inc., Scotia RBC Capital (USA) Inc., TD Securities (USA) LLC and Xxxxx Fargo SecuritiesMarkets, LLC, SMBC Nikko Securities America, Inc. and Truist Securities, Inc. are acting as representatives (the “Representatives”), on the other hand, to issue and sell to the Underwriters the First Mortgage Bonds specified in Schedule II hereto (the “First Mortgage Bonds”) with the terms set forth in Schedule III hereto. Each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety, and shall be deemed to be a part of this Pricing Agreement to the same extent as if such provisions had been set forth in full herein, and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement. Each reference to the Representatives herein and in the provisions of the Underwriting Agreement so incorporated by reference shall be deemed to refer to you. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. Each of the Representatives designated to act on behalf of the other Representatives and on behalf of each of the other Underwriters of the First Mortgage Bonds pursuant to Section 13 of the Underwriting Agreement and the address of the Representatives referred to in such Section 13 are set forth at the end of Schedule II hereto. Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the principal amount of the First Mortgage Bonds set forth opposite the name of such Underwriter in Schedule I hereto.

Appears in 1 contract

Samples: Underwriting Agreement (Ameren Corp)

Qualified Financial Contracts. In the event that any Underwriter that is a Covered Entity (as defined below) becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined below), the transfer from such Underwriter of this Underwriting Agreement, and any interest and obligation in or under this Underwriting Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Underwriting Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. In the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate (as defined below) of such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined below) under this Underwriting Agreement that may be exercised against such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Underwriting Agreement were governed by the laws of the United States or a state of the United States. “BHC Act Affiliate” 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 Xxxx-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, Ameren Illinois Company Entergy Louisiana, LLC By: /s/ Xxxxxx X. Xxxxx ________________________________ Name: Xxxxxx X. Xxxxx Title: Vice President and Treasurer Accepted as of the date hereoffirst above written: Barclays Capital Inc. MUFG Securities Americas Inc. Scotia Capital (USA) Inc. TD Securities (USA) LLC Xxxxx Fargo Securities[Names of Underwriters] By: [Name of Representative] By: ____________________________ Name: Title: By: [Name of Representative] By: ____________________________ Name: Title: SCHEDULE I Entergy Louisiana, LLC As Representatives $[________] Collateral Trust Mortgage Bonds, [__]% 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 Barclays Capital 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 Disclosure Package • Final Term Sheet attached to this Schedule II as Annex A (USAIssuer Free Writing Prospectus) Inc. TD Securities (USA) LLC By: /s/ Xxxxxxx Xxxxxxxx By: /s/ Xxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Managing Director & Head Part B – Schedule of U.S Debt Origination Title: Director Xxxxx Fargo SecuritiesFree 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 By$[________] Collateral Trust Mortgage Bonds, [__]% Series due [________], 20[__] Final Terms and Conditions [________], 20[__] Issuer: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Managing Director [Signature Page to the Underwriting Agreement] ANNEX I Pricing Agreement June 17, 2024 Barclays Capital Inc. MUFG Securities Americas Inc. Scotia Capital (USA) Inc. TD Securities (USA) LLC Xxxxx Fargo SecuritiesEntergy Louisiana, LLC As Representatives of the several Underwriters named in Schedule I hereto c/o Barclays Capital Inc. 000 Xxxxxxx Xxxxxx New York, New York 10019 MUFG Securities Americas Inc. 0000 Xxxxxx xx xxx Xxxxxxxx, 0xx Xxxxx New York, New York 10020 Scotia Capital (USA) Inc. 000 Xxxxx Xxxxxx New York, New York 10281 TD Securities (USA) LLC 0 Xxxxxxxxxx Xxx, 00xx Floor New York, New York 10017 Xxxxx Fargo Securities, LLC 000 Xxxxx Xxxxx Xxxxxx, 5th Floor Charlotte, North Carolina 28202 Ladies and GentlemenSecurity Type: Ameren Illinois Company, an Illinois corporation (the “Company”), proposes, subject to the terms and conditions stated herein and in the Underwriting Agreement, dated June 17, 2024 (the “Underwriting Agreement”), between the Company on the one hand and the Underwriters named in Schedule I hereto (the “Underwriters”), for whom Barclays Capital Inc., MUFG Securities Americas Inc., Scotia Capital (USA) Inc., TD Securities (USA) LLC and Xxxxx Fargo Securities, LLC, are acting as representatives (the “Representatives”), on the other hand, to issue and sell to the Underwriters the First Collateral Trust Mortgage Bonds specified in Schedule II hereto (the “First Mortgage Bonds”) with the terms set forth in Schedule III hereto. Each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety, and shall be deemed to be a part of this Pricing Agreement to the same extent as if such provisions had been set forth in full herein, and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement. Each reference to the Representatives herein and in the provisions of the Underwriting Agreement so incorporated by reference shall be deemed to refer to you. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. Each of the Representatives designated to act on behalf of the other Representatives and on behalf of each of the other Underwriters of the First Mortgage Bonds pursuant to Section 13 of the Underwriting Agreement and the address of the Representatives referred to in such Section 13 are set forth at the end of Schedule II hereto. Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the principal amount of the First Mortgage Bonds set forth opposite the name of such Underwriter in Schedule I hereto.SEC Registered)

Appears in 1 contract

Samples: Underwriting Agreement (Entergy Mississippi, LLC)

Qualified Financial Contracts. In the event that any 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 Xxxx-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, Ameren Illinois Company Entergy Texas, Inc. By: /s/ Xxxxxx X. Xxxxx ________________________________ Name: Xxxxxx X. Xxxxx Title: Vice President and Treasurer Accepted as of the date hereoffirst above written: Barclays Capital Inc. MUFG Securities Americas Inc. Scotia Capital (USA) Inc. TD Securities (USA) LLC Xxxxx Fargo Securities, LLC As Representatives [Names of the several Underwriters Barclays Capital Inc. MUFG Securities Americas Inc. Underwriters] By: /s/ Xxxx Xxxxxxx [Name of Representative] By: /s/ Xxxxxx Xxxx ____________________________ Name: Xxxx Xxxxxxx Title: By: [Name of Representative] By: ____________________________ Name: Xxxxxx Xxxx Title: Director Title: Managing Director Scotia Capital (USA) Inc. TD Securities (USA) LLC By: /s/ Xxxxxxx Xxxxxxxx By: /s/ Xxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Managing Director & Head of U.S Debt Origination Title: Director Xxxxx Fargo Securities, LLC By: /s/ Xxxxxxx Xxxxxx Name: Xxxxxxx Xxxxxx Title: Managing Director [Signature Page to the Underwriting Agreement] ANNEX 4889-1994-2697.v2 SCHEDULE I Pricing Agreement June 17Entergy Texas, 2024 Barclays Capital Inc. MUFG Securities Americas Inc. Scotia Capital (USA) Inc. TD Securities (USA) LLC Xxxxx Fargo Securities, LLC As Representatives of the several Underwriters named in Schedule I hereto c/o Barclays Capital Inc. 000 Xxxxxxx Xxxxxx New York, New York 10019 MUFG Securities Americas Inc. 0000 Xxxxxx xx xxx Xxxxxxxx, 0xx Xxxxx New York, New York 10020 Scotia Capital (USA) Inc. 000 Xxxxx Xxxxxx New York, New York 10281 TD Securities (USA) LLC 0 Xxxxxxxxxx Xxx, 00xx Floor New York, New York 10017 Xxxxx Fargo Securities, LLC 000 Xxxxx Xxxxx Xxxxxx, 5th Floor Charlotte, North Carolina 28202 Ladies and Gentlemen: Ameren Illinois Company, an Illinois corporation (the “Company”), proposes, subject to the terms and conditions stated herein and in the Underwriting Agreement, dated June 17, 2024 (the “Underwriting Agreement”), between the Company on the one hand and the Underwriters named in Schedule I hereto (the “Underwriters”), for whom Barclays Capital Inc., MUFG Securities Americas Inc., Scotia Capital (USA) Inc., TD Securities (USA) LLC 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 , [__]% 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.

Appears in 1 contract

Samples: Underwriting Agreement (Entergy Mississippi, LLC)

Qualified Financial Contracts. In the event that any Underwriter that is a Covered Entity (as defined below) becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined below), the transfer from such Underwriter of this Underwriting Agreement, and any interest and obligation in or under this Underwriting Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Underwriting Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. In the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate (as defined below) of such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined below) under this Underwriting Agreement that may be exercised against such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Underwriting Agreement were governed by the laws of the United States or a state of the United States. “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k). “Covered Entity” means any of the following: (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b). “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable. “U.S. Special Resolution Regime” means each of (x) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (y) Title II of the XxxxDxxx-Xxxxx 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, Ameren Illinois Union Electric Company By: /s/ Xxxxxx Dxxxxx X. Xxxxx Name: Xxxxxx Dxxxxx X. Xxxxx Title: Vice President and Treasurer Accepted as of the date hereof: Barclays Capital Inc. J.X. Xxxxxx Securities LLC MUFG Securities Americas Inc. Scotia Capital (USA) SMBC Nikko Securities America, Inc. TD Securities (USA) LLC Xxxxx Fargo Securities, LLC As Representatives of the several Underwriters Barclays Capital Inc. J.X. Xxxxxx Securities LLC By: /s/ Rxxxxx Xxxxx By: /s/ Rxxxxx Xxxxxxxxx Name: Rxxxxx Xxxxx Name: Rxxxxx Xxxxxxxxx Title: Managing Director Title: Executive Director MUFG Securities Americas Inc. SMBC Nikko Securities America, Inc. By: /s/ Xxxx Xxxxxxx Rxxxxxx Xxxxx By: /s/ Jxxx Xxxxxx Xxxx Name: Xxxx Xxxxxxx Rxxxxxx Xxxxx Name: Xxxxxx Xxxx Title: Director Rxxxxxx Xxxxx Title: Managing Director Scotia Capital (USA) Inc. TD Securities (USA) LLC By: /s/ Xxxxxxx Xxxxxxxx By: /s/ Xxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxx Name: Xxxx Xxxxxxxx Title: Managing Director & Head of U.S Debt Origination Title: 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 June 17March 21, 2024 2022 Barclays Capital Inc. J.X. Xxxxxx Securities LLC MUFG Securities Americas Inc. Scotia Capital (USA) SMBC Nikko Securities America, Inc. TD Securities (USA) LLC Xxxxx Fargo Securities, LLC As Representatives of the several Underwriters named in Schedule I hereto c/o Barclays Capital Inc. 000 700 Xxxxxxx Xxxxxx New YorkXxx Xxxx, New York 10019 MUFG Securities Americas Inc. 0000 Xxxxxx xx xxx Xxxxxxxx, 0xx Xxxxx New York, New York 10020 Scotia Capital (USA) Inc. 000 Xxxxx Xxxxxx New York, New York 10281 TD Securities (USA) LLC 0 Xxxxxxxxxx Xxx, 00xx Floor New York, New York 10017 Xxxxx Fargo Securities, LLC 000 Xxxxx Xxxxx Xxxxxx, 5th Floor Charlotte, North Carolina 28202 Ladies and Gentlemen: Ameren Illinois Company, an Illinois corporation (the “Company”), proposes, subject to the terms and conditions stated herein and in the Underwriting Agreement, dated June 17, 2024 (the “Underwriting Agreement”), between the Company on the one hand and the Underwriters named in Schedule I hereto (the “Underwriters”), for whom Barclays Capital Inc., MUFG Securities Americas Inc., Scotia Capital (USA) Inc., TD Securities (USA) LLC 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.Xxx Xxxx 00000

Appears in 1 contract

Samples: Underwriting Agreement (Union Electric Co)

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