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 ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and the regulations promulgated thereunder. If the foregoing is in accordance with your understanding, please sign and return to us a counterpart hereof. Very truly yours, UNION ELECTRIC COMPANY By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Vice President & Treasurer Accepted as of the date hereof: BARCLAYS CAPITAL INC. BOFA SECURITIES, INC. RBC CAPITAL MARKETS, LLC As Representatives of the several Underwriters BARCLAYS CAPITAL INC. By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇ Title: Managing Director BOFA SECURITIES, INC. By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇ Title: Managing Director RBC CAPITAL MARKETS, LLC By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Authorized Signatory [Signature Page to the Underwriting Agreement] Barclays Capital Inc. BofA Securities, Inc. RBC Capital Markets, LLC As Representatives of the several Underwriters named in Schedule I hereto c/o Barclays Capital Inc. ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ BofA Securities, Inc. ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ RBC Capital Markets, LLC Brookfield Place ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, 8th Floor New York, New York 10281 Ladies and Gentlemen: Union Electric Company, a Missouri corporation (the “Company”), proposes, subject to the terms and conditions stated herein and in the Underwriting Agreement, dated October 1, 2020 (the “Underwriting Agreement”), between the Company on the one hand and the Underwriters named in Schedule I hereto (the “Underwriters”), for whom Barclays Capital Inc., BofA Securities, Inc. 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
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 ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and the regulations promulgated thereunder. If the foregoing is in accordance with your understanding[Signature page follows] Entergy Texas, please sign and return to us a counterpart hereof. Very truly yours, UNION ELECTRIC COMPANY By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Vice President & Treasurer Accepted as of the date hereof: BARCLAYS CAPITAL INC. BOFA SECURITIES, INC. RBC CAPITAL MARKETS, LLC As Representatives of the several Underwriters BARCLAYS CAPITAL INC. By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇ Title: Managing Director BOFA SECURITIES, INC. Inc. By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇ Title: Managing Director RBC CAPITAL MARKETS, Assistant Treasurer Accepted as of the date first above written: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Authorized Signatory [Signature Page Vice President Part A - Schedule of Free Writing Prospectuses included in the Disclosure Package • Final Term Sheet attached to this Schedule I as Annex A (Issuer Free Writing Prospectus) Part B - Schedule of Free Writing Prospectuses not included in the Underwriting Agreement] Barclays Capital Inc. BofA SecuritiesDisclosure Package • None Part C - Additional Documents Incorporated by Reference • None Part D - Additional Information • None Issuer: Entergy Texas, Inc. RBC Capital Markets, LLC As Representatives of the several Underwriters named in Schedule I hereto c/o Barclays Capital Inc. ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ BofA Securities, Inc. ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ RBC Capital Markets, LLC Brookfield Place ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, 8th Floor New York, New York 10281 Ladies and Gentlemen: Union Electric Company, a Missouri corporation (the “CompanyIssuer”)) Security Type: Series A Preferred Stock, proposesCumulative, subject to the terms and conditions stated herein and in the Underwriting Agreement, dated October 1, 2020 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., BofA Securities, Inc. 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 BondsPreferred Stock”) with the terms set forth in Schedule III hereto. Each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entiretyExpected Ratings(1): [Intentionally omitted] Trade Date: September 3, and shall be deemed to be a part of this Pricing Agreement to the same extent as if such provisions had been set forth in full herein2019 Settlement Date (T+5)(2): September 10, and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement. Each reference to the Representatives herein and in the provisions of the Underwriting Agreement so incorporated by reference shall be deemed to refer to you. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. Each of the Representatives designated to act on behalf of the other Representatives and on behalf of each of the other Underwriters of the First Mortgage Bonds pursuant to Section 13 of the Underwriting Agreement and the address of the Representatives referred to in such Section 13 are set forth at the end of Schedule II hereto. Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the principal amount of the First Mortgage Bonds set forth opposite the name of such Underwriter in Schedule I hereto.2019 Size: 1,400,000 Shares Liquidation Value: $25.00 Dividend Rate: 5.375%
Appears in 1 contract
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 D▇▇▇▇-▇-F▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and the regulations promulgated thereunder. If the foregoing is in accordance with your understanding, please sign and return to us a counterpart hereof. Very truly yours, UNION ELECTRIC COMPANY Ameren Illinois Company By: /s/ ▇D▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇D▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Vice President & and Treasurer Accepted as of the date hereof: BARCLAYS CAPITAL INC. BOFA SECURITIES, INC. RBC CAPITAL MARKETSBNY Mellon Capital Markets, LLC BofA Securities, Inc. M▇▇▇▇▇ S▇▇▇▇▇▇ & Co. LLC Truist Securities, Inc. As Representatives of the several Underwriters BARCLAYS CAPITAL INC. BNY Mellon Capital Markets, LLC BofA Securities, Inc. By: /s/ D▇▇ ▇▇▇▇▇▇▇ By: /s/ R▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: D▇▇ ▇▇▇▇▇▇▇ Name: R▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Managing Director Title: Managing Director M▇▇▇▇▇ S▇▇▇▇▇▇ & Co. LLC Truist Securities, Inc. By: /s/ N▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ By: /s/ R▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Name: N▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ TitleName: Managing Director BOFA SECURITIES, INC. By: /s/ R▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇ Title: Managing Director RBC CAPITAL MARKETSVice President Title: Authorized Signatory {Signature Page to the Underwriting Agreement} BNY Mellon Capital Markets, LLC By: /s/ BofA Securities, Inc. M▇▇▇▇▇ ▇. ▇▇S▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Authorized Signatory [Signature Page to the Underwriting Agreement] Barclays Capital Inc. BofA & Co. LLC Truist Securities, Inc. RBC Capital Markets, LLC As Representatives of the several Underwriters named in Schedule I hereto c/o Barclays BNY Mellon Capital Inc. Markets, LLC 2▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ New York, New York 10286 BofA Securities, Inc. One Bryant Park New York, New York 10036 M▇▇▇▇▇ S▇▇▇▇▇▇ & Co. LLC 1▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇, ▇▇▇▇ ▇▇▇▇▇ BofA New York, New York 10036 Truist Securities, Inc. ▇▇5▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ RBC Capital Markets, LLC Brookfield Place ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, 8th 70th Floor New York, New York 10281 10001 Ladies and Gentlemen: Union Electric Ameren Illinois Company, a Missouri an Illinois corporation (the “Company”), proposes, subject to the terms and conditions stated herein and in the Underwriting Agreement, dated October 1February 24, 2020 2025 (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, LLC, BofA Securities, Inc. Inc., M▇▇▇▇▇ S▇▇▇▇▇▇ & Co. LLC and RBC Capital MarketsTruist 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
Sources: Underwriting Agreement (Ameren Corp)
Qualified Financial Contracts. In the event that any the Underwriter that is a Covered Entity (as defined below) becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined below), the transfer from such the Underwriter of this Underwriting Agreement, and any interest and obligation in or under this Underwriting Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Underwriting Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. In the event that any the Underwriter that is a Covered Entity or a BHC Act Affiliate (as defined below) of such the Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined below) under this Underwriting Agreement that may be exercised against such the Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Underwriting Agreement were governed by the laws of the United States or a state of the United States. “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k). “Covered Entity” means any of the following: (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b). “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable. “U.S. Special Resolution Regime” means each of (x) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (y) Title II of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and the regulations promulgated thereunder. If the foregoing is in accordance with your understanding, please sign and return to us a counterpart the Company the enclosed duplicate hereof. Very truly yours, UNION ELECTRIC COMPANY AMEREN CORPORATION By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Vice President & and Treasurer Accepted as of the date hereof: BARCLAYS CAPITAL INC▇▇▇▇▇▇▇ ▇▇▇▇▇ & CO. BOFA SECURITIES, INC. RBC CAPITAL MARKETS, LLC As Representatives of the several Underwriters BARCLAYS CAPITAL INC. in its capacity as Underwriter By: /s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ Name: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ Title: Managing Director Accepted as of the date hereof: ▇▇▇▇▇▇▇ SACHS & CO. LLC in its capacity as Forward Seller By: /s/ ▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇ Title: Managing Director BOFA SECURITIES▇▇▇▇▇▇▇ ▇▇▇▇▇ & CO. LLC Acting in its capacity as Forward Purchaser, INC. solely as the recipient and/or beneficiary of certain representations, warranties, covenants and indemnities set forth in this Agreement By: /s/ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ Title: Managing Director RBC CAPITAL MARKETS, LLC By: /s/ ▇▇▇▇▇ Warner ▇. ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Authorized Signatory [Signature Page to the Underwriting Agreement] Barclays Capital Inc. BofA Securities, Inc. RBC Capital Markets, LLC As Representatives of the several Underwriters named in Schedule I hereto c/o Barclays Capital Inc. ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇ ▇▇▇▇, ▇▇. ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇▇ BofA Securities, Inc. ▇. ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ RBC Capital Markets, LLC Brookfield Place ▇▇▇ ▇▇▇▇▇ . ▇▇▇▇▇▇, 8th Floor New York, New York 10281 Ladies and Gentlemen: Union Electric Company, a Missouri corporation (the “Company”), proposes, subject to the terms and conditions stated herein and in the Underwriting Agreement, dated October 1, 2020 (the “Underwriting Agreement”), between the Company on the one hand and the Underwriters named in Schedule I hereto (the “Underwriters”), for whom Barclays Capital Inc., BofA Securities, Inc. 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
Sources: 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 ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and the regulations promulgated thereunder. [Signature page follows] If the foregoing is in accordance with your understandingunderstanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a counterpart hereofbinding agreement among ETI, the Issuer and the several Underwriters. Very truly yours, UNION ELECTRIC COMPANY Entergy Texas, Inc. By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Vice President & and Treasurer Accepted as of the date hereof: BARCLAYS CAPITAL INC. BOFA SECURITIES, INC. RBC CAPITAL MARKETSEntergy Texas Restoration Funding II, LLC As Representatives of the several Underwriters BARCLAYS CAPITAL INC. By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Vice President and Treasurer The foregoing Underwriting Agreement is hereby confirmed and accepted by the Representatives on behalf of the Underwriters named in Schedule II hereto: By: ▇▇▇▇▇▇▇ Sachs & Co. LLC By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Managing Director By: Citigroup Global Markets Inc. By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Managing Director BOFA SECURITIESUnderwriting Agreement dated March 24, INC. By2022 Registration Statement Nos.: /s/ 333-259253 and ▇▇▇-▇▇▇▇▇▇-▇▇ Representatives: ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co. LLC Citigroup Global Markets Inc. ▇▇▇▇▇▇▇ NameSachs & Co. LLC ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ TitleEmail: Managing Director RBC CAPITAL MARKETS, LLC By: /s/ ▇▇▇▇▇ ▇. .▇▇▇▇▇▇▇▇ Name: ▇▇@▇▇.▇▇▇ c/o Citigroup Global Markets Inc. ▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Authorized Signatory [Signature Page to the Underwriting Agreement] Barclays Capital Inc. BofA Securities, Inc. RBC Capital Markets, LLC As Representatives of the several Underwriters named in Schedule I hereto c/o Barclays Capital Inc. ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ BofA Securities, Inc. Attention: ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ RBC Capital Markets, LLC Brookfield Place ▇▇▇ ▇▇▇▇▇ Email: ▇▇▇▇▇▇, 8th Floor New York, New York 10281 Ladies and Gentlemen: Union Electric Company, a Missouri corporation (the “Company”), proposes, subject to the terms and conditions stated herein and in the Underwriting Agreement, dated October 1, 2020 (the “Underwriting Agreement”), between the Company on the one hand and the Underwriters named in Schedule I hereto (the “Underwriters”), for whom Barclays Capital Inc., BofA Securities, Inc. 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▇.▇▇▇▇▇@▇▇▇▇.▇▇▇
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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 D▇▇▇▇-▇-F▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and the regulations promulgated thereunder. If the foregoing is in accordance with your understanding, please sign and return to us a counterpart hereof. Very truly yours, UNION ELECTRIC AMEREN ILLINOIS COMPANY By: /s/ ▇D▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇D▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Vice President & Treasurer Accepted as of the date hereof: BARCLAYS CAPITAL INC. BOFA SECURITIESRBC Capital Markets, INC. RBC CAPITAL MARKETSLLC TD Securities (USA) LLC Truist Securities, Inc. W▇▇▇▇ Fargo Securities, LLC As Representatives of the several Underwriters BARCLAYS CAPITAL INC. RBC Capital Markets, LLC TD Securities (USA) LLC By: /s/ S▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇ Title: Managing Director BOFA SECURITIES, INC. By: /s/ ▇▇L▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇ Title: Managing Director RBC CAPITAL MARKETS, LLC By: /s/ ▇S▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Name: ▇▇L▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Authorized Signatory Title: Director Truist Securities, Inc. W▇▇▇▇ Fargo Securities, LLC By: /s/ R▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ By: /s/ C▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: R▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Name: C▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Director Title: Managing Director [Signature Page to the Underwriting Agreement] Barclays RBC Capital Inc. BofA Markets, LLC TD Securities (USA) LLC Truist Securities, Inc. RBC Capital MarketsW▇▇▇▇ Fargo Securities, LLC As Representatives of the several Underwriters named in Schedule I hereto c/o Barclays RBC Capital Inc. Markets, LLC Brookfield Place 2▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, 8th Floor New York, New York 10281 TD Securities (USA) LLC 1 ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ BofA Truist Securities, Inc. 3▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ RBC Capital MarketsW▇▇▇▇ Fargo Securities, LLC Brookfield Place 5▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, 8th 5th Floor New YorkCharlotte, New York 10281 North Carolina 28202 Ladies and Gentlemen: Union Electric Ameren Illinois Company, a Missouri an Illinois corporation (the “Company”), proposes, subject to the terms and conditions stated herein and in the Underwriting Agreement, dated October 1June 22, 2020 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, BofA LLC, TD Securities (USA) LLC, Truist Securities, Inc. and RBC Capital MarketsW▇▇▇▇ Fargo Securities, LLC are acting as representatives (the “Representatives”), on the other hand, to issue and sell to the Underwriters the First Mortgage Bonds specified in Schedule II hereto (the “First Mortgage Bonds”) with the terms set forth in Schedule III hereto. Each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety, and shall be deemed to be a part of this Pricing Agreement to the same extent as if such provisions had been set forth in full herein, and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement. Each reference to the Representatives herein and in the provisions of the Underwriting Agreement so incorporated by reference shall be deemed to refer to you. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. Each of the Representatives designated to act on behalf of the other Representatives and on behalf of each of the other Underwriters of the First Mortgage Bonds pursuant to Section 13 of the Underwriting Agreement and the address of the Representatives referred to in such Section 13 are set forth at the end of Schedule II hereto. Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the principal amount of the First Mortgage Bonds set forth opposite the name of such Underwriter in Schedule I hereto.
Appears in 1 contract
Qualified Financial Contracts. In the event that any Underwriter that is a Covered Entity (as defined below) becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined below), the transfer from such Underwriter of this Underwriting Agreement, and any interest and obligation in or under this Underwriting Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Underwriting Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. In the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate (as defined below) of such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined below) under this Underwriting Agreement that may be exercised against such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Underwriting Agreement were governed by the laws of the United States or a state of the United States. “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k). “Covered Entity” means any of the following: (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b). “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable. “U.S. Special Resolution Regime” means each of (x) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (y) Title II of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and the regulations promulgated thereunder. If the foregoing is in accordance with your understanding, please sign and return to us a counterpart hereof. Very truly yours, UNION ELECTRIC COMPANY Ameren Illinois Company By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Vice President & and Treasurer Accepted as of the date hereof: BARCLAYS CAPITAL INC. BOFA SECURITIESBofA Securities, INC. Inc. ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co. LLC RBC CAPITAL MARKETSCapital Markets, LLC TD Securities (USA) LLC As Representatives of the several Underwriters BARCLAYS CAPITAL INC. BofA Securities, Inc. ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co. LLC By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Managing Director BOFA SECURITIES, INC. By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇ Title: Managing Director Title: Managing Director RBC CAPITAL MARKETSCapital Markets, LLC TD Securities (USA) LLC By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: Authorized Signatory Title: Director [Signature Page to the Underwriting Agreement] Barclays Capital Inc. BofA Securities, Inc. ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co. LLC RBC Capital Markets, LLC TD Securities (USA) 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 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, & Co. LLC ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ BofA Securities, Inc. ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇New York, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ New York 10282 RBC Capital Markets, LLC Brookfield Place ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, 8th Floor New York, New York 10281 TD Securities (USA) LLC ▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ Floor New York, New York 10017 Ladies and Gentlemen: Union Electric Ameren Illinois Company, a Missouri an Illinois corporation (the “Company”), proposes, subject to the terms and conditions stated herein and in the Underwriting Agreement, dated October 1November 8, 2020 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 Inc., BofA Securities, Inc. and Inc., ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co. LLC, RBC Capital Markets, LLC and TD Securities (USA) LLC are acting as representatives (the “Representatives”), on the other hand, to issue and sell to the Underwriters the First Mortgage Bonds specified in Schedule II hereto (the “First Mortgage Bonds”) with the terms set forth in Schedule III hereto. Each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety, and shall be deemed to be a part of this Pricing Agreement to the same extent as if such provisions had been set forth in full herein, and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement. Each reference to the Representatives herein and in the provisions of the Underwriting Agreement so incorporated by reference shall be deemed to refer to you. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. Each of the Representatives designated to act on behalf of the other Representatives and on behalf of each of the other Underwriters of the First Mortgage Bonds pursuant to Section 13 of the Underwriting Agreement and the address of the Representatives referred to in such Section 13 are set forth at the end of Schedule II hereto. Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the principal amount of the First Mortgage Bonds set forth opposite the name of such Underwriter in Schedule I hereto.
Appears in 1 contract
Qualified Financial Contracts. In the event that any Underwriter that is a Covered Entity (as defined below) becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined below), the transfer from such Underwriter of this Underwriting Agreement, and any interest and obligation in or under this Underwriting Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Underwriting Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. In the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate (as defined below) of such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined below) under this Underwriting Agreement that may be exercised against such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Underwriting Agreement were governed by the laws of the United States or a state of the United States. “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k). “Covered Entity” means any of the following: (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b). “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable. “U.S. Special Resolution Regime” means each of (x) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (y) Title II of the D▇▇▇▇-▇-F▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and the regulations promulgated thereunder. If the foregoing is in accordance with your understanding, please sign and return to us a counterpart hereof. Very truly yours, UNION ELECTRIC COMPANY Union Electric Company By: /s/ ▇D▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇D▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Vice President & and Treasurer Accepted as of the date hereof: BARCLAYS CAPITAL INC. BOFA SECURITIESBofA Securities, INC. Inc. RBC CAPITAL MARKETSCapital Markets, LLC SMBC Nikko Securities America, Inc. Truist Securities, Inc. As Representatives of the several Underwriters BARCLAYS CAPITAL INC. BofA Securities, Inc. SMBC Nikko Securities America, Inc. By: /s/ ▇▇▇▇T▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇ Title: Managing Director BOFA SECURITIES, INC. By: /s/ ▇▇J▇▇▇ ▇▇▇▇▇▇ Name: T▇▇ ▇▇▇▇▇ Name: J▇▇▇ ▇▇▇▇▇▇ Title: Managing Director Title: Managing Director RBC CAPITAL MARKETSCapital Markets, LLC Truist Securities, Inc. By: /s/ S▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ By: /s/ R▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Name: S▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Name: R▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Title: Authorized Signatory Title: Director [Signature Page to the Underwriting Agreement] Barclays Capital Inc. BofA Securities, Inc. RBC Capital Markets, LLC SMBC Nikko Securities America, Inc. Truist Securities, Inc. As Representatives of the several Underwriters named in Schedule I hereto c/o Barclays Capital Inc. ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ BofA Securities, Inc. ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇One Bryant Park New York, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ New York 10036 RBC Capital Markets, LLC Brookfield Place ▇2▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, 8th Floor New York, New York 10281 SMBC Nikko Securities America, Inc. 2▇▇ ▇▇▇▇ ▇▇▇▇▇▇ New York, New York 10172 Truist Securities, Inc. 3▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ Atlanta, Georgia 30326 Ladies and Gentlemen: Union Electric Company, a Missouri corporation (the “Company”), proposes, subject to the terms and conditions stated herein and in the Underwriting Agreement, dated October 1January 3, 2020 2024 (the “Underwriting Agreement”), between the Company on the one hand and the Underwriters named in Schedule I hereto (the “Underwriters”), for whom Barclays Capital Inc., BofA Securities, Inc. and Inc., RBC Capital Markets, LLC 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
Sources: 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 ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and the regulations promulgated thereunder. If the foregoing is in accordance with your understanding, please sign and return to us a counterpart hereof. [Signature page follows] Very truly yours, UNION ELECTRIC COMPANY Entergy Texas, Inc. By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ________________________________ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Vice President & Treasurer Accepted as of the date hereoffirst above written: BARCLAYS CAPITAL INC. BOFA SECURITIES, INC. RBC CAPITAL MARKETS, LLC As Representatives [Names of the several Underwriters BARCLAYS CAPITAL INC. Underwriters] By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇ [Name of Representative] By: ____________________________ Name: ▇▇▇▇▇▇ ▇▇▇▇▇ Title: Managing Director BOFA SECURITIES, INC. By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ [Name of Representative] By: ____________________________ Name: ▇▇▇▇▇ ▇▇▇▇▇▇ Title: Managing Director RBC CAPITAL MARKETS, LLC By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Authorized Signatory $[Signature Page to the Underwriting Agreement________] Barclays Capital Inc. BofA Securities, Inc. RBC Capital Markets, LLC As Representatives of the several Underwriters named in Schedule I hereto c/o Barclays Capital Inc. ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ BofA Securities, Inc. ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ RBC Capital Markets, LLC Brookfield Place ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, 8th Floor New York, New York 10281 Ladies and Gentlemen: Union Electric Company, a Missouri corporation (the “Company”), proposes, subject to the terms and conditions stated herein and in the Underwriting Agreement, dated October 1, 2020 (the “Underwriting Agreement”), between the Company on the one hand and the Underwriters named in Schedule I hereto (the “Underwriters”), for whom Barclays Capital Inc., BofA Securities, Inc. 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 , [__]% Series due [________], 20[__] [______] $ [_________] [______] [_________] [______] [_________] TOTAL $ [_________] Part A – Schedule III hereto. Each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety, and shall be deemed to be a part of this Pricing Agreement to the same extent as if such provisions had been set forth in full herein, and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement. Each reference to the Representatives herein and Free Writing Prospectuses included in the provisions Disclosure Package • Final Term Sheet attached to this Schedule II as Annex A (Issuer Free Writing Prospectus) Part B – Schedule of the Underwriting Agreement so incorporated by reference shall be deemed to refer to you. Unless otherwise defined herein, terms defined Free Writing Prospectuses not included in the Underwriting Agreement are used herein as therein defined. Each of the Representatives designated to act on behalf of the other Representatives and on behalf of each of the other Underwriters of the Disclosure Package • None Part C – Additional Documents Incorporated by Reference • None Part D – Additional Information • None $[________] First Mortgage Bonds pursuant to Section 13 of the Underwriting Agreement and the address of the Representatives referred to in such Section 13 are set forth at the end of Schedule II hereto. Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by referenceBonds, the Company agrees to issue and sell to each of the Underwriters[__]% Series due [________], and each of the Underwriters agrees20[__] Issuer: Entergy Texas, severally and not jointly, to purchase from the Company, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the principal amount of the First Mortgage Bonds set forth opposite the name of such Underwriter in Schedule I hereto.Inc.
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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 D▇▇▇▇-▇-F▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and the regulations promulgated thereunder. If the foregoing is in accordance with your understanding, please sign and return to us a counterpart hereof. Very truly yours, UNION ELECTRIC AMEREN ILLINOIS COMPANY By: /s/ ▇D▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇D▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Vice President & Treasurer Accepted as of the date hereof: BARCLAYS CAPITAL INC. BOFA SECURITIESRBC Capital Markets, INC. RBC CAPITAL MARKETSLLC TD Securities (USA) LLC Truist Securities, Inc. W▇▇▇▇ Fargo Securities, LLC As Representatives of the several Underwriters BARCLAYS CAPITAL INC. RBC Capital Markets, LLC TD Securities (USA) LLC By: /s/ S▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇ Title: Managing Director BOFA SECURITIES, INC. By: /s/ ▇▇L▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇ Title: Managing Director RBC CAPITAL MARKETS, LLC By: /s/ ▇S▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Name: ▇▇L▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Authorized Signatory Title: Director Truist Securities, Inc. W▇▇▇▇ Fargo Securities, LLC By: /s/ R▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ By: /s/ C▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: R▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Name: C▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Director Title: Managing Director [Signature Page to the Underwriting Agreement] Barclays RBC Capital Inc. BofA Markets, LLC TD Securities (USA) LLC Truist Securities, Inc. RBC Capital MarketsW▇▇▇▇ Fargo Securities, LLC As Representatives of the several Underwriters named in Schedule I hereto c/o Barclays Capital Inc. ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ BofA Securities, Inc. ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ RBC Capital Markets, LLC Brookfield Place ▇2▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, 8th Floor New York, New York 10281 TD Securities (USA) LLC 1 ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ Floor New York, New York 10017 Truist Securities, Inc. 3▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ Atlanta, Georgia 30326 W▇▇▇▇ Fargo Securities, LLC 5▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, 5th Floor Charlotte, North Carolina 28202 Ladies and Gentlemen: Union Electric Ameren Illinois Company, a Missouri an Illinois corporation (the “Company”), proposes, subject to the terms and conditions stated herein and in the Underwriting Agreement, dated October 1June 22, 2020 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, BofA LLC, TD Securities (USA) LLC, Truist Securities, Inc. and RBC Capital MarketsW▇▇▇▇ Fargo Securities, LLC are acting as representatives (the “Representatives”), on the other hand, to issue and sell to the Underwriters the First Mortgage Bonds specified in Schedule II hereto (the “First Mortgage Bonds”) with the terms set forth in Schedule III hereto. Each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety, and shall be deemed to be a part of this Pricing Agreement to the same extent as if such provisions had been set forth in full herein, and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement. Each reference to the Representatives herein and in the provisions of the Underwriting Agreement so incorporated by reference shall be deemed to refer to you. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. Each of the Representatives designated to act on behalf of the other Representatives and on behalf of each of the other Underwriters of the First Mortgage Bonds pursuant to Section 13 of the Underwriting Agreement and the address of the Representatives referred to in such Section 13 are set forth at the end of Schedule II hereto. Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the principal amount of the First Mortgage Bonds set forth opposite the name of such Underwriter in Schedule I hereto.
Appears in 1 contract
Qualified Financial Contracts. In the event that any Underwriter that is a Covered Entity (as defined below) becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined below), the transfer from such Underwriter of this Underwriting Agreement, and any interest and obligation in or under this Underwriting Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Underwriting Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. In the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate (as defined below) of such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined below) under this Underwriting Agreement that may be exercised against such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Underwriting Agreement were governed by the laws of the United States or a state of the United States. “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k). “Covered Entity” means any of the following: (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b). “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable. “U.S. Special Resolution Regime” means each of (x) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (y) Title II of the D▇▇▇▇-▇-F▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and the regulations promulgated thereunder. If the foregoing is in accordance with your understanding, please sign and return to us a counterpart hereof. Very truly yours, UNION ELECTRIC COMPANY By: /s/ ▇D▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇D▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Vice President & Treasurer Accepted as of the date hereof: BARCLAYS CAPITAL INC. BOFA SECURITIESBofA Securities, INC. RBC CAPITAL MARKETSInc. G▇▇▇▇▇▇ Sachs & Co. LLC Mizuho Securities USA LLC SMBC Nikko Securities America, LLC Inc. As Representatives of the several Underwriters BARCLAYS CAPITAL INC. BofA Securities, Inc. G▇▇▇▇▇▇ S▇▇▇▇ & Co. LLC By: /s/ ▇▇S▇▇▇▇ ▇▇▇▇▇▇ NameBy: /s/ S▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ TitleName: Managing Director BOFA SECURITIES, INC. By: /s/ ▇S▇▇▇▇ ▇▇▇▇▇▇ Name: S▇▇ ▇▇▇▇▇▇▇ Title: Managing Director Title: Vice President Mizuho Securities USA LLC SMBC Nikko Securities America, Inc. By: /s/ O▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Managing Director RBC CAPITAL MARKETS, LLC By: /s/ ▇▇O▇▇▇ ▇. ▇▇▇▇▇ Name: O▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇O▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Authorized Signatory Managing Director Title: Managing Director [Signature Page to the Underwriting Agreement] Barclays Capital Inc. BofA Securities, Inc. RBC Capital MarketsG▇▇▇▇▇▇ Sachs & Co. LLC Mizuho Securities USA LLC SMBC Nikko Securities America, LLC Inc. As Representatives of the several Underwriters named in Schedule I hereto c/o Barclays Capital Inc. ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ BofA Securities, Inc. ▇O▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ RBC Capital Markets, LLC Brookfield Place G▇▇▇▇▇▇ S▇▇▇▇ & Co. LLC 2▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, 8th Floor New York▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Mizuho Securities USA LLC 1▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, New York 10281 ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ SMBC Nikko Securities America, Inc. 2▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Ladies and Gentlemen: Union Electric Company, a Missouri corporation (the “Company”), proposes, subject to the terms and conditions stated herein and in the Underwriting Agreement, dated October 1June 9, 2020 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 Inc., BofA Securities, Inc., G▇▇▇▇▇▇ Sachs & Co. LLC, Mizuho Securities USA LLC and SMBC Nikko Securities America, Inc. 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
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 ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and the regulations promulgated thereunder. If the foregoing is in accordance with your understanding, please sign and return to us a counterpart hereof. Very truly yours, UNION ELECTRIC AMEREN ILLINOIS COMPANY By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Vice President & Treasurer Accepted as of the date hereof: BARCLAYS CAPITAL MIZUHO SECURITIES USA LLC SMBC NIKKO SECURITIES AMERICA, INC. BOFA TRUIST SECURITIES, INC. RBC CAPITAL MARKETS, LLC As Representatives of the several Underwriters BARCLAYS CAPITAL MIZUHO SECURITIES USA LLC SMBC NIKKO SECURITIES AMERICA, INC. By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇ Title: Managing Director Title: Managing Director TRUIST SECURITIES, INC. By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇ Title: Managing Director BOFA SECURITIES, INC. By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇ Title: Managing Director RBC CAPITAL MARKETS, LLC By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Authorized Signatory [Signature Page to the Underwriting Agreement] Barclays Capital Mizuho Securities USA LLC SMBC Nikko Securities America, Inc. BofA Truist Securities, Inc. RBC Capital Markets, LLC As Representatives of the several Underwriters named in Schedule I hereto c/o Barclays Capital Inc. Mizuho Securities USA LLC 1271 Avenue of the Americas ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ SMBC Nikko Securities America, Inc. ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ BofA Truist Securities, Inc. ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ RBC Capital Markets, LLC Brookfield Place ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, 8th Floor New York▇▇ ▇▇▇▇▇▇▇, New York 10281 ▇▇▇▇▇▇▇ ▇▇▇▇▇ Ladies and Gentlemen: Union Electric Ameren Illinois Company, a Missouri an Illinois corporation (the “Company”), proposes, subject to the terms and conditions stated herein and in the Underwriting Agreement, dated October 1November 9, 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, BofA SMBC Nikko Securities America, Inc. and Truist Securities, Inc. 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
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 D▇▇▇▇-▇-F▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and the regulations promulgated thereunder. If the foregoing is in accordance with your understanding, please sign and return to us the Company the enclosed duplicate hereof, whereupon this Agreement will become a counterpart hereofbinding agreement between the Company and the Underwriters in accordance with its terms. Very truly yours, UNION ELECTRIC COMPANY Ameren Corporation By: /s/ M▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Vice President & Treasurer Accepted as of the date hereof: BARCLAYS CAPITAL INC. BOFA SECURITIES, INC. RBC CAPITAL MARKETS, LLC As Representatives of the several Underwriters BARCLAYS CAPITAL INC. By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇ Title: Managing Director BOFA SECURITIES, INC. By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇ Title: Managing Director RBC CAPITAL MARKETS, LLC By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Name: M▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Authorized Signatory [Signature Page to the Underwriting Agreement] Barclays Capital Inc. BofA Securities, Inc. RBC Capital Markets, LLC As Representatives Vice President and Treasurer Accepted as of the several Underwriters named in Schedule I hereto c/o Barclays Capital Inc. date hereof: By: /s/ D▇▇ ▇▇▇▇▇▇▇ By: /s/ R▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: D▇▇ ▇▇▇▇▇▇▇ Name: R▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Managing Director Title: Executive Director By: /s/ S▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ By: /s/ M▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ Name: S▇▇▇▇ ▇. ▇▇▇▇ BofA Securities, Inc. ▇▇▇ ▇▇▇▇▇▇ Name: M▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ RBC Capital Markets, LLC Brookfield Place ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Title: Managing Director Title: Managing Director By: /s/ C▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: C▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Managing Director BNY Mellon Capital Markets, 8th Floor New York, New York 10281 Ladies and Gentlemen: Union Electric Company, a Missouri corporation (the “Company”), proposes, subject to the terms and conditions stated herein and in the Underwriting Agreement, dated October 1, 2020 (the “Underwriting Agreement”), between the Company on the one hand and the Underwriters named in Schedule I hereto (the “Underwriters”), for whom Barclays Capital Inc., BofA Securities, Inc. and LLC $ 80,000,000 J.▇. ▇▇▇▇▇▇ Securities LLC 80,000,000 RBC Capital Markets, LLC are acting as representatives (the “Representatives”)80,000,000 U.S. Bancorp Investments, on the other handInc. 80,000,000 W▇▇▇▇ Fargo Securities, 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.LLC 80,000,000 Total $ 400,000,000
Appears in 1 contract
Sources: 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 D▇▇▇▇-▇-F▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and the regulations promulgated thereunder. If the foregoing is in accordance with your understanding, please sign and return to us a counterpart hereof. Very truly yours, UNION ELECTRIC COMPANY Union Electric Company By: /s/ ▇D▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇D▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Vice President & and Treasurer Accepted as of the date hereof: BARCLAYS CAPITAL INC. BOFA SECURITIESBofA Securities, INC. Inc. KeyBanc Capital Markets Inc. RBC CAPITAL MARKETSCapital Markets, LLC TD Securities (USA) LLC U.S. Bancorp Investments, Inc. As Representatives of the several Underwriters BARCLAYS CAPITAL INC. BofA Securities, Inc. KeyBanc Capital Markets Inc. By: /s/ ▇▇S▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇ Title: Managing Director BOFA SECURITIES, INC. By: /s/ K▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: S▇▇▇▇ ▇▇▇▇▇▇ Name: K▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Managing Director Title: Vice President RBC CAPITAL MARKETSCapital Markets, LLC TD Securities (USA) LLC By: /s/ S▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ By: /s/ L▇▇▇ ▇▇▇▇▇▇▇▇ Name: S▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Name: ▇▇L▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Authorized Signatory Title: Director U.S. Bancorp Investments, Inc. By: /s/ I▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: I▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Vice President [Signature Page to the Underwriting Agreement] Barclays Capital Inc. BofA Securities, Inc. KeyBanc Capital Markets Inc. RBC Capital Markets, LLC TD Securities (USA) LLC U.S. Bancorp Investments, Inc. As Representatives of the several Underwriters named in Schedule I hereto c/o Barclays Capital Inc. ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ BofA Securities, Inc. ▇O▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ KeyBanc Capital Markets Inc. 1▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ RBC Capital Markets, LLC Brookfield Place ▇2▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, 8th Floor New York, New York 10281 TD Securities (USA) LLC 1 ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ 10017 U.S. Bancorp Investments, Inc. 2▇▇ ▇. ▇▇▇▇▇ Street, 26th Floor Charlotte, North Carolina 28202 Ladies and Gentlemen: Union Electric Company, a Missouri corporation (the “Company”), proposes, subject to the terms and conditions stated herein and in the Underwriting Agreement, dated October 1February 27, 2020 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., BofA Securities, Inc. and Inc., KeyBanc Capital Markets Inc., RBC Capital Markets, LLC, TD Securities (USA) LLC and U.S. Bancorp Investments, Inc. are acting as representatives (the “Representatives”), on the other hand, to issue and sell to the Underwriters the First Mortgage Bonds specified in Schedule II hereto (the “First Mortgage Bonds”) with the terms set forth in Schedule III hereto. Each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety, and shall be deemed to be a part of this Pricing Agreement to the same extent as if such provisions had been set forth in full herein, and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement. Each reference to the Representatives herein and in the provisions of the Underwriting Agreement so incorporated by reference shall be deemed to refer to you. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. Each of the Representatives designated to act on behalf of the other Representatives and on behalf of each of the other Underwriters of the First Mortgage Bonds pursuant to Section 13 of the Underwriting Agreement and the address of the Representatives referred to in such Section 13 are set forth at the end of Schedule II hereto. Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the principal amount of the First Mortgage Bonds set forth opposite the name of such Underwriter in Schedule I hereto.
Appears in 1 contract
Qualified Financial Contracts. In the event that any Underwriter that is a Covered Entity (as defined below) becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined below), the transfer from such Underwriter of this Underwriting Agreement, and any interest and obligation in or under this Underwriting Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Underwriting Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. In the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate (as defined below) of such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined below) under this Underwriting Agreement that may be exercised against such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Underwriting Agreement were governed by the laws of the United States or a state of the United States. “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k). “Covered Entity” means any of the following: (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b). “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable. “U.S. Special Resolution Regime” means each of (x) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (y) Title II of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and the regulations promulgated thereunder. If the foregoing is in accordance with your understanding, please sign and return to us a counterpart hereof. [Signature page follows] Very truly yours, UNION ELECTRIC COMPANY Entergy Louisiana, LLC By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ________________________________ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Vice President & Treasurer Accepted as of the date hereoffirst above written: BARCLAYS CAPITAL INC. BOFA SECURITIES[Names of Underwriters] By: [Name of Representative] By: ____________________________ Name: Title: By: [Name of Representative] By: ____________________________ Name: Title: $[________] [__]% Series due [________], INC. RBC CAPITAL MARKETS20[__] [______] $ [_________] [______] [_________] [______] [_________] TOTAL $ [_________] Part A – Schedule of Free Writing Prospectuses included in the Disclosure Package • Final Term Sheet attached to this Schedule II as Annex A (Issuer Free Writing Prospectus) Part B – Schedule of Free Writing Prospectuses not included in the Disclosure Package • None Part C – Additional Documents Incorporated by Reference • None Part D – Additional Information • None $[________] Issuer: Entergy Louisiana, LLC As Representatives of the several Underwriters BARCLAYS CAPITAL INC. BySecurity Type: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇ Title: Managing Director BOFA SECURITIES, INC. By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇ Title: Managing Director RBC CAPITAL MARKETS, LLC By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Authorized Signatory [Signature Page to the Underwriting Agreement] Barclays Capital Inc. BofA Securities, Inc. RBC Capital Markets, LLC As Representatives of the several Underwriters named in Schedule I hereto c/o Barclays Capital Inc. ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ BofA Securities, Inc. ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ RBC Capital Markets, LLC Brookfield Place ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, 8th Floor New York, New York 10281 Ladies and Gentlemen: Union Electric Company, a Missouri corporation (the “Company”), proposes, subject to the terms and conditions stated herein and in the Underwriting Agreement, dated October 1, 2020 (the “Underwriting Agreement”), between the Company on the one hand and the Underwriters named in Schedule I hereto (the “Underwriters”), for whom Barclays Capital Inc., BofA Securities, Inc. and RBC Capital Markets, 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
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 D▇▇▇▇-▇-F▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and the regulations promulgated thereunder. If the foregoing is in accordance with your understanding, please sign and return to us the Company the enclosed duplicate hereof, whereupon this Agreement will become a counterpart hereofbinding agreement between the Company and the Underwriters in accordance with its terms. Very truly yours, UNION ELECTRIC COMPANY Ameren Corporation By: /s/ ▇D▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇D▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Vice President & and Treasurer Accepted as of the date hereof: BARCLAYS CAPITAL INCBarclays Capital Inc. J.▇. BOFA SECURITIES, INC. RBC CAPITAL MARKETS, ▇▇▇▇▇▇ Securities LLC As Representatives of the several Underwriters BARCLAYS CAPITAL INC. By: /s/ J▇▇▇ ▇▇▇▇▇▇▇ By: /s/ R▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: J▇▇▇ ▇▇▇▇▇▇▇ Name: R▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Managing Director BOFA SECURITIES, INC. Title: Executive Director By: /s/ W. S▇▇▇▇ ▇▇▇▇▇▇▇▇ By: /s/ M▇▇▇▇▇ ▇▇▇▇ Name: W. S▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: M▇▇▇▇▇ ▇▇▇▇ Title: Managing Director Title: Managing Director By: /s/ C▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: C▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Managing Director RBC CAPITAL MARKETS, LLC By: /s/ ▇▇▇▇▇ For themselves and as Representatives of the other Underwriters named in Schedule I hereto Barclays Capital Inc. $ 143,250,000 J.▇. ▇▇▇▇▇▇▇▇ Name: ▇Securities LLC 143,250,000 Mizuho Securities USA LLC 143,250,000 MUFG Securities Americas Inc. 143,250,000 W▇▇▇▇ Fargo Securities, LLC 143,250,000 C.▇. ▇▇▇▇ & Associates, Inc. 11,250,000 M▇▇▇▇▇▇▇ Title: Authorized Signatory [Signature Page to the Underwriting Agreement] Barclays Capital Inc. BofA SecuritiesFinancial Group, Inc. RBC Capital Markets, LLC As Representatives of the several Underwriters named in Schedule I hereto c/o Barclays Capital Inc. ▇▇▇ 11,250,000 R. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ BofA Securities, Inc. ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ RBC Capital Markets& Co., LLC Brookfield Place ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, 8th Floor New York, New York 10281 Ladies and Gentlemen: Union Electric Company, a Missouri corporation (the “Company”), proposes, subject to the terms and conditions stated herein and in the Underwriting Agreement, dated October 1, 2020 (the “Underwriting Agreement”), between the Company on the one hand and the Underwriters named in Schedule I hereto (the “Underwriters”), for whom Barclays Capital Inc., BofA Securities, Inc. 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.11,250,000 Total $ 750,000,000
Appears in 1 contract
Sources: 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 ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and the regulations promulgated thereunder. If the foregoing is in accordance with your understanding, please sign and return to us a counterpart hereof. [Signature page follows] Very truly yours, UNION ELECTRIC COMPANY System Energy Resources, Inc. By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ______ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Vice President & Treasurer Accepted as of the date hereoffirst above written: BARCLAYS CAPITAL INC. BOFA SECURITIES, INC. RBC CAPITAL MARKETS, LLC As Representatives [Names of the several Underwriters BARCLAYS CAPITAL INC. Underwriters] By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇ [Name of Representative] By: ____________________________ Name: ▇▇▇▇▇▇ ▇▇▇▇▇ Title: Managing Director BOFA SECURITIES, INC. By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ [Name of Representative] By: ____________________________ Name: ▇▇▇▇▇ ▇▇▇▇▇▇ Title: Managing Director RBC CAPITAL MARKETS, LLC By: /s/ ▇▇▇▇▇ ▇[______] $ [_________] [______]. ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Authorized Signatory [Signature Page to the Underwriting Agreement_________] Barclays Capital Inc. BofA Securities, Inc. RBC Capital Markets, LLC As Representatives [______] [_________] TOTAL $ [_________] Part A – Schedule of the several Underwriters named in Schedule I hereto c/o Barclays Capital Inc. ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ BofA Securities, Inc. ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ RBC Capital Markets, LLC Brookfield Place ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, 8th Floor New York, New York 10281 Ladies and Gentlemen: Union Electric Company, a Missouri corporation (the “Company”), proposes, subject to the terms and conditions stated herein and Free Writing Prospectuses included in the Underwriting Agreement, dated October 1, 2020 (the “Underwriting Agreement”), between the Company on the one hand and the Underwriters named in Schedule I hereto (the “Underwriters”), for whom Barclays Capital Inc., BofA Securities, Inc. and RBC Capital Markets, LLC are acting as representatives (the “Representatives”), on the other hand, Disclosure Package • Final Term Sheet attached to issue and sell to the Underwriters the First Mortgage Bonds specified in this Schedule II hereto as Annex A (the “First Mortgage Bonds”Issuer Free Writing Prospectus) with the terms set forth in Part B – 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 not included in the provisions of the Underwriting Agreement so incorporated Disclosure Package • None Part C – Additional Documents Incorporated by reference shall be deemed to refer to you. Unless otherwise defined hereinReference • None Part D – Additional Information • None Issuer: System Energy Resources, 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.Inc.
Appears in 1 contract
Qualified Financial Contracts. In the event that any Underwriter that is a Covered Entity (as defined below) becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined below), the transfer from such Underwriter of this Underwriting Agreement, and any interest and obligation in or under this Underwriting Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Underwriting Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. In the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate (as defined below) of such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined below) under this Underwriting Agreement that may be exercised against such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Underwriting Agreement were governed by the laws of the United States or a state of the United States. “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k). “Covered Entity” means any of the following: (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b). “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable. “U.S. Special Resolution Regime” means each of (x) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (y) Title II of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and the regulations promulgated thereunder. If the foregoing is in accordance with your understanding, please sign and return to us the Company the enclosed duplicate hereof, whereupon this Agreement will become a counterpart hereofbinding agreement between the Company and the Underwriters in accordance with its terms. Very truly yours, UNION ELECTRIC COMPANY By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Vice President & and Treasurer Accepted as of the date hereof: BARCLAYS CAPITAL INC. BOFA SECURITIES, INC. RBC CAPITAL MARKETS, LLC As Representatives of the several Underwriters BARCLAYS CAPITAL INC. By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇ NameBy: ▇/s/ ▇▇▇▇▇ ▇▇▇▇▇▇ TitleName: Managing Director BOFA SECURITIES, INC. By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇ Title: Managing Director RBC CAPITAL MARKETS, LLC Title: Managing Director By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇ Title: Authorized Signatory [Signature Page to the Underwriting Agreement] Barclays Capital Inc. BofA Securities, Inc. RBC Capital Markets, LLC As Executive Director Title: Managing Director By: /s/ ▇▇▇▇▇▇ ▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇ Title: Managing Director For themselves and as Representatives of the several other Underwriters named in Schedule I hereto c/o Barclays Capital Inc. ▇▇▇ $ 133,700,000 ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co. LLC 133,700,000 ▇▇ .▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ BofA Securities, Inc. ▇▇▇ . ▇▇▇▇▇▇ Securities LLC 133,700,000 ▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ RBC Capital Markets, LLC Brookfield Place ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC 133,700,000 MUFG Securities Americas Inc. 133,700,000 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, 8th Floor New York, New York 10281 Ladies and Gentlemen: Union Electric Company, a Missouri corporation (the “Company”), proposes, subject to the terms and conditions stated herein and in the Underwriting Agreement, dated October 1, 2020 (the “Underwriting Agreement”), between the Company on the one hand and the Underwriters named in Schedule I hereto (the “Underwriters”), for whom Barclays Capital Inc., BofA LLC 10,500,000 MFR Securities, Inc. and RBC Capital Markets10,500,000 ▇▇▇▇▇▇▇▇ Financial Group, 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.Inc. 10,500,000 Total $ 700,000,000
Appears in 1 contract
Sources: 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 ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and the regulations promulgated thereunder. If the foregoing is in accordance with your understanding, please sign and return to us a counterpart hereof. Very truly yours, UNION ELECTRIC AMEREN ILLINOIS COMPANY By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Vice President & and Treasurer Accepted as of the date hereof: BARCLAYS CAPITAL INC. BOFA SECURITIES, INC. RBC BNY MELLON CAPITAL MARKETS, LLC As Representatives of the several Underwriters BARCLAYS CAPITAL INC. By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ & CO. LLC MIZUHO SECURITIES USA LLC As Representatives of the several Underwriters BNY MELLON CAPITAL MARKETS, LLC By: /s/ ▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇ ▇▇▇▇▇▇▇ Title: Managing Director ▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Managing Director BOFA SECURITIES, INC& CO. LLC By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇ Title: Managing Director RBC CAPITAL MARKETS, MIZUHO SECURITIES USA LLC By: /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Authorized Signatory [Signature Page to the Underwriting Agreement] Barclays Capital Inc. BofA Securities, Inc. RBC Managing Director BNY Mellon Capital Markets, LLC ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co. LLC Mizuho Securities USA LLC As Representatives of the several Underwriters named in Schedule I hereto c▇/o Barclays Capital Inc. ▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, LLC ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co. LLC ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ BofA Securities, Inc. Mizuho Securities USA LLC ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ RBC Capital Markets, LLC Brookfield Place ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, 8th Floor New York, New York 10281 Ladies and Gentlemen: Union Electric Ameren Illinois Company, a Missouri an Illinois corporation (the “Company”), proposes, subject to the terms and conditions stated herein and in the Underwriting Agreement, dated October 1November 18, 2020 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 Inc., BofA Securities, Inc. and RBC BNY Mellon Capital Markets, LLC, ▇▇▇▇▇▇▇ ▇▇▇▇▇ & 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
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 ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and the regulations promulgated thereunder. If the foregoing is in accordance with your understanding, please sign and return to us a counterpart hereof. Very truly yours, UNION ELECTRIC COMPANY By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Vice President & and Treasurer Accepted as of the date hereof: BARCLAYS CAPITAL INC▇.▇. BOFA SECURITIES▇▇▇▇▇▇ SECURITIES LLC SUNTRUST ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, INC. RBC CAPITAL MARKETSU.S. BANCORP INVESTMENTS, INC. ▇▇▇▇▇ FARGO SECURITIES, LLC As Representatives of the several Underwriters BARCLAYS CAPITAL INC▇.▇. ▇▇▇▇▇▇ SECURITIES LLC By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Managing Executive Director BOFA SECURITIESSUNTRUST ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, INC. By: /s/ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Name: ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Title: Director U.S. BANCORP INVESTMENTS, INC. By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Managing Director [Signature Page to the Underwriting Agreement] ▇▇▇▇▇ FARGO SECURITIES, LLC By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Managing Director RBC CAPITAL MARKETS, LLC By: /s/ [Signature Page to the Underwriting Agreement] ▇.▇. ▇▇▇▇▇▇ ▇. Securities LLC SunTrust ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Authorized Signatory [Signature Page to the Underwriting Agreement] Barclays Capital Inc. BofA Securities▇, Inc. RBC Capital MarketsU.S. Bancorp Investments, Inc. ▇▇▇▇▇ Fargo Securities, LLC As Representatives of the several Underwriters named in Schedule I hereto c/o Barclays Capital Inc. ▇.▇. ▇▇▇▇▇▇ Securities LLC ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ BofA Securities, Inc. SunTrust ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ RBC Capital MarketsU.S. Bancorp Investments, Inc. ▇▇▇ ▇. ▇▇▇▇▇ Street, 26th Floor Charlotte, North Carolina 28202 ▇▇▇▇▇ Fargo Securities, LLC Brookfield Place ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, 8th 5th Floor New YorkCharlotte, New York 10281 North Carolina 28202 Ladies and Gentlemen: Union Electric Company, a Missouri corporation (the “Company”), proposes, subject to the terms and conditions stated herein and in the Underwriting Agreement, dated October 1September 23, 2020 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 ▇.▇. ▇▇▇▇▇▇ Securities LLC, SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc., BofA SecuritiesU.S. Bancorp Investments, Inc. and RBC Capital Markets▇▇▇▇▇ Fargo Securities, LLC are acting as representatives (the “Representatives”), on the other hand, to issue and sell to the Underwriters the First Mortgage Bonds specified in Schedule II hereto (the “First Mortgage Bonds”) with the terms set forth in Schedule III hereto. Each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety, and shall be deemed to be a part of this Pricing Agreement to the same extent as if such provisions had been set forth in full herein, and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement. Each reference to the Representatives herein and in the provisions of the Underwriting Agreement so incorporated by reference shall be deemed to refer to you. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. Each of the Representatives designated to act on behalf of the other Representatives and on behalf of each of the other Underwriters of the First Mortgage Bonds pursuant to Section 13 of the Underwriting Agreement and the address of the Representatives referred to in such Section 13 are set forth at the end of Schedule II hereto. Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the principal amount of the First Mortgage Bonds set forth opposite the name of such Underwriter in Schedule I hereto.
Appears in 1 contract
Qualified Financial Contracts. In the event that any Underwriter that is a Covered Entity (as defined below) becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined below), the transfer from such Underwriter of this Underwriting Agreement, and any interest and obligation in or under this Underwriting Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Underwriting Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. In the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate (as defined below) of such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined below) under this Underwriting Agreement that may be exercised against such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Underwriting Agreement were governed by the laws of the United States or a state of the United States. “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k). “Covered Entity” means any of the following: (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b). “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable. “U.S. Special Resolution Regime” means each of (x) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (y) Title II of the D▇▇▇▇-▇-F▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and the regulations promulgated thereunder. If the foregoing is in accordance with your understanding, please sign and return to us a counterpart hereof. Very truly yours, UNION ELECTRIC COMPANY Ameren Illinois Company By: /s/ ▇D▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇D▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Vice President & and Treasurer Accepted as of the date hereof: BARCLAYS CAPITAL INC. BOFA SECURITIESBNY Mellon Capital Markets, INC. RBC CAPITAL MARKETSLLC Mizuho Securities USA LLC M▇▇▇▇▇ S▇▇▇▇▇▇ & Co. LLC Truist Securities, Inc. W▇▇▇▇ Fargo Securities, LLC As Representatives of the several Underwriters BARCLAYS CAPITAL INC. BNY Mellon Capital Markets, LLC M▇▇▇▇▇ S▇▇▇▇▇▇ & Co. LLC By: /s/ D▇▇ ▇▇▇▇▇▇▇ By: /s/ N▇▇▇ ▇▇▇▇▇▇ Name: D▇▇ ▇▇▇▇▇▇▇ Name: N▇▇▇ ▇▇▇▇▇▇ Title: Managing Director Title: Managing Director W▇▇▇▇ Fargo Securities, LLC Mizuho Securities USA LLC By: /s/ C▇▇▇▇▇▇ ▇▇▇▇▇▇ NameBy: /s/ S▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ TitleName: Managing Director BOFA SECURITIES, INC. By: /s/ C▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: S▇▇▇▇▇ ▇▇▇▇▇▇ Title: Managing Director RBC CAPITAL MARKETS, LLC By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Managing Director Title: Managing Director Truist Securities, Inc. By: /s/ R▇▇ ▇▇▇▇▇▇▇▇▇▇ Name: ▇▇▇R▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Title: Authorized Signatory [Signature Page to the Underwriting Agreement] Barclays Director BNY Mellon Capital Inc. BofA Markets, LLC Mizuho Securities USA LLC M▇▇▇▇▇ S▇▇▇▇▇▇ & Co. LLC Truist Securities, Inc. RBC Capital MarketsW▇▇▇▇ Fargo Securities, LLC As Representatives of the several Underwriters named in Schedule I hereto c/o Barclays BNY Mellon Capital Inc. Markets, LLC 2▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ BofA Securities3rd Floor New York, Inc. New York 10286 Mizuho Securities USA LLC 1▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ New York, New York 10020 M▇▇▇▇▇ S▇▇▇▇▇▇ & Co. LLC 1▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ Floor New York, New York 10036 Truist Securities, Inc. 3▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ Atlanta, Georgia 30326 W▇▇▇▇ Fargo Securities, LLC 5▇▇ ▇▇▇▇ ▇▇▇▇▇ RBC Capital Markets, LLC Brookfield Place ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, 8th 5th Floor New YorkCharlotte, New York 10281 North Carolina 28202 Ladies and Gentlemen: Union Electric Ameren Illinois Company, a Missouri an Illinois corporation (the “Company”), proposes, subject to the terms and conditions stated herein and in the Underwriting Agreement, dated October 1August 15, 2020 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, BofA LLC, Mizuho Securities USA LLC, M▇▇▇▇▇ S▇▇▇▇▇▇ & Co. LLC, Truist Securities, Inc. and RBC Capital MarketsW▇▇▇▇ Fargo Securities, LLC are acting as representatives (the “Representatives”), on the other hand, to issue and sell to the Underwriters the First Mortgage Bonds specified in Schedule II hereto (the “First Mortgage Bonds”) with the terms set forth in Schedule III hereto. Each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety, and shall be deemed to be a part of this Pricing Agreement to the same extent as if such provisions had been set forth in full herein, and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement. Each reference to the Representatives herein and in the provisions of the Underwriting Agreement so incorporated by reference shall be deemed to refer to you. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. Each of the Representatives designated to act on behalf of the other Representatives and on behalf of each of the other Underwriters of the First Mortgage Bonds pursuant to Section 13 of the Underwriting Agreement and the address of the Representatives referred to in such Section 13 are set forth at the end of Schedule II hereto. Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the principal amount of the First Mortgage Bonds set forth opposite the name of such Underwriter in Schedule I hereto.
Appears in 1 contract
Qualified Financial Contracts. In the event that any Underwriter that is a Covered Entity (as defined below) becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined below), the transfer from such Underwriter of this Underwriting Agreement, and any interest and obligation in or under this Underwriting Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Underwriting Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. In the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate (as defined below) of such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined below) under this Underwriting Agreement that may be exercised against such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Underwriting Agreement were governed by the laws of the United States or a state of the United States. “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k). “Covered Entity” means any of the following: (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b). “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable. “U.S. Special Resolution Regime” means each of (x) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (y) Title II of the D▇▇▇▇-▇-F▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and the regulations promulgated thereunder. If the foregoing is in accordance with your understanding, please sign and return to us a counterpart hereof. Very truly yours, UNION ELECTRIC COMPANY Union Electric Company By: /s/ ▇D▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇D▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Vice President & and Treasurer Accepted as of the date hereof: BARCLAYS CAPITAL INC. BOFA SECURITIES, INC. RBC CAPITAL MARKETSBNY Mellon Capital Markets, LLC J.▇. ▇▇▇▇▇▇ Securities LLC Mizuho Securities USA LLC U.S. Bancorp Investments, Inc. As Representatives of the several Underwriters BARCLAYS CAPITAL INCBNY Mellon Capital Markets, LLC J.▇. By: /s/ ▇▇▇▇▇▇ ▇▇▇Securities LLC By: /s/ D▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Managing Director BOFA SECURITIES, INC. By: /s/ R▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: D▇▇ ▇▇▇▇▇▇▇ Name: R▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Managing MD Title: Executive Director RBC CAPITAL MARKETSMizuho Securities USA LLC U.S. Bancorp Investments, LLC Inc. By: /s/ S▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ By: /s/ I▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: S▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: I▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Authorized Signatory Managing Director Title: Vice President [Signature Page to the Underwriting Agreement] Barclays Capital Inc. BofA Securities, Inc. RBC BNY Mellon Capital Markets, LLC J.▇. ▇▇▇▇▇▇ 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. Markets, LLC 2▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ New York, New York 10286 J.▇. ▇▇▇▇▇▇ Securities LLC 3▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇New York, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ BofA Securities, Inc. New York 10179 Mizuho Securities USA LLC 1▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ RBC Capital Markets, LLC Brookfield Place ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, 8th Floor ▇▇ New York, New York 10281 10020 U.S. Bancorp Investments, Inc. 2▇▇ ▇. ▇▇▇▇▇ Street, 26th Floor Charlotte, North Carolina 28202 Ladies and Gentlemen: Union Electric Company, a Missouri corporation (the “Company”), proposes, subject to the terms and conditions stated herein and in the Underwriting Agreement, dated October 1March 25, 2020 2024 (the “Underwriting Agreement”), between the Company on the one hand and the Underwriters named in Schedule I hereto (the “Underwriters”), for whom Barclays Capital Inc., BofA Securities, Inc. and RBC BNY Mellon Capital Markets, LLC, J.▇. ▇▇▇▇▇▇ Securities LLC, Mizuho Securities USA LLC and U.S. Bancorp Investments, Inc. are acting as representatives (the “Representatives”), on the other hand, to issue and sell to the Underwriters the First Mortgage Bonds specified in Schedule II hereto (the “First Mortgage Bonds”) with the terms set forth in Schedule III hereto. Each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety, and shall be deemed to be a part of this Pricing Agreement to the same extent as if such provisions had been set forth in full herein, and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement. Each reference to the Representatives herein and in the provisions of the Underwriting Agreement so incorporated by reference shall be deemed to refer to you. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. Each of the Representatives designated to act on behalf of the other Representatives and on behalf of each of the other Underwriters of the First Mortgage Bonds pursuant to Section 13 of the Underwriting Agreement and the address of the Representatives referred to in such Section 13 are set forth at the end of Schedule II hereto. Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the principal amount of the First Mortgage Bonds set forth opposite the name of such Underwriter in Schedule I hereto.
Appears in 1 contract
Qualified Financial Contracts. In the event that any Underwriter that is a Covered Entity (as defined below) becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined below), the transfer from such Underwriter of this Underwriting Agreement, and any interest and obligation in or under this Underwriting Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Underwriting Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. In the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate (as defined below) of such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined below) under this Underwriting Agreement that may be exercised against such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Underwriting Agreement were governed by the laws of the United States or a state of the United States. “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k). “Covered Entity” means any of the following: (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b). “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable. “U.S. Special Resolution Regime” means each of (x) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (y) Title II of the D▇▇▇▇-▇-F▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and the regulations promulgated thereunder. If the foregoing is in accordance with your understanding, please sign and return to us a counterpart hereof. Very truly yours, UNION ELECTRIC COMPANY Ameren Illinois Company By: /s/ ▇D▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇D▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Vice President & and Treasurer Accepted as of the date hereof: BARCLAYS CAPITAL INC. BOFA SECURITIESMUFG Securities Americas Inc. PNC Capital Markets LLC Scotia Capital (USA) Inc. SMBC Nikko Securities America, INC. RBC CAPITAL MARKETSInc. Truist Securities, LLC Inc. As Representatives of the several Underwriters BARCLAYS CAPITAL INC. MUFG Securities Americas Inc. PNC Capital Markets LLC By: /s/ M▇▇▇▇▇ ▇▇▇▇ By: /s/ V▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: M▇▇▇▇▇ ▇▇▇▇ Name: V▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Managing Director BOFA SECURITIESTitle: Managing Director Scotia Capital (USA) Inc. SMBC Nikko Securities America, INC. Inc. By: /s/ E▇▇▇ ▇▇▇▇ By: /s/ J▇▇▇ ▇▇▇▇▇▇ Name: E▇▇▇ ▇▇▇▇ Name: J▇▇▇ ▇▇▇▇▇▇ Title: Managing Director RBC CAPITAL MARKETS, LLC Title: Managing Director By: /s/ R▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Name: R▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Title: Authorized Signatory Director [Signature Page to the Underwriting Agreement] Barclays MUFG Securities Americas Inc. PNC Capital Markets LLC Scotia Capital (USA) Inc. BofA SMBC Nikko Securities America, Inc. Truist Securities, Inc. RBC Capital Markets, LLC As Representatives of the several Underwriters named in Schedule I hereto c/o Barclays Capital MUFG Securities Americas Inc. ▇▇▇ ▇▇▇▇1▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ BofA SecuritiesNew York, Inc. ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ RBC New York 10020 PNC Capital Markets, Markets LLC Brookfield Place ▇3▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, 8th ▇▇▇▇ Floor Pittsburgh, Pennsylvania 15222 Scotia Capital (USA) Inc. 2▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ New York, New York 10281 SMBC Nikko Securities America, Inc. 2▇▇ ▇▇▇▇ ▇▇▇▇▇▇ New York, New York 10172 Truist Securities, Inc. 3▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ Atlanta, Georgia 30326 Ladies and Gentlemen: Union Electric Ameren Illinois Company, a Missouri an Illinois corporation (the “Company”), proposes, subject to the terms and conditions stated herein and in the Underwriting Agreement, dated October 1May 23, 2020 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 MUFG Securities Americas Inc., BofA PNC Capital Markets LLC, Scotia Capital (USA) Inc., SMBC Nikko Securities America, Inc. and Truist Securities, Inc. 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
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 ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and the regulations promulgated thereunder. If the foregoing is in accordance with your understanding, please sign and return to us a counterpart hereof. Very truly yours, UNION ELECTRIC COMPANY Ameren Illinois Company By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Vice President & and Treasurer Accepted as of the date hereof: BARCLAYS CAPITAL INC. BOFA SECURITIES, INC. RBC CAPITAL MARKETSBarclays Capital Inc. MUFG Securities Americas Inc. Scotia Capital (USA) Inc. TD Securities (USA) LLC ▇▇▇▇▇ Fargo Securities, LLC As Representatives of the several Underwriters BARCLAYS CAPITAL INC. Barclays Capital Inc. MUFG Securities Americas Inc. By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇ Title: Director Title: Managing Director Scotia Capital (USA) Inc. TD Securities (USA) LLC By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: Managing Director BOFA SECURITIES, INC. & Head of U.S Debt Origination Title: Director By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Managing Director RBC CAPITAL MARKETS, LLC By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Authorized Signatory [Signature Page to the Underwriting Agreement] Barclays Capital Inc. BofA MUFG Securities Americas Inc. Scotia Capital (USA) Inc. TD Securities (USA) LLC ▇▇▇▇▇ Fargo Securities, Inc. RBC Capital Markets, LLC As Representatives of the several Underwriters named in Schedule I hereto c/o Barclays Capital Inc. ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ New York, New York 10019 MUFG Securities Americas Inc. ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ New York, New York 10020 Scotia Capital (USA) Inc. ▇▇▇ ▇▇▇▇▇ BofA Securities, Inc. ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇New York, New York 10281 TD Securities (USA) LLC ▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇, ▇▇▇▇ RBC Capital MarketsFloor New York, New York 10017 ▇▇▇▇▇ Fargo Securities, LLC Brookfield Place ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, 8th 5th Floor New YorkCharlotte, New York 10281 North Carolina 28202 Ladies and Gentlemen: Union Electric Ameren Illinois Company, a Missouri an Illinois corporation (the “Company”), proposes, subject to the terms and conditions stated herein and in the Underwriting Agreement, dated October 1June 17, 2020 2024 (the “Underwriting Agreement”), between the Company on the one hand and the Underwriters named in Schedule I hereto (the “Underwriters”), for whom Barclays Capital Inc., BofA MUFG Securities Americas Inc., Scotia Capital (USA) Inc., TD Securities (USA) LLC and ▇▇▇▇▇ Fargo Securities, Inc. and RBC Capital MarketsLLC, 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
Sources: 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 D▇▇▇▇-▇-F▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and the regulations promulgated thereunder. If the foregoing is in accordance with your understanding, please sign and return to us a counterpart hereof. Very truly yours, UNION ELECTRIC COMPANY Union Electric Company By: /s/ ▇D▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇D▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Vice President & and Treasurer Accepted as of the date hereof: BARCLAYS CAPITAL INCBarclays Capital Inc. J.▇. BOFA SECURITIES▇▇▇▇▇▇ Securities LLC MUFG Securities Americas Inc. SMBC Nikko Securities America, INC. RBC CAPITAL MARKETS, LLC Inc. As Representatives of the several Underwriters BARCLAYS CAPITAL INCBarclays Capital Inc. J.▇. ▇▇▇▇▇▇ Securities LLC By: /s/ R▇▇▇▇▇ ▇▇▇▇▇ By: /s/ R▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: R▇▇▇▇▇ ▇▇▇▇▇ Name: R▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Managing Director Title: Executive Director MUFG Securities Americas Inc. SMBC Nikko Securities America, Inc. By: /s/ R▇▇▇▇▇▇ ▇▇▇▇▇ By: /s/ J▇▇▇ ▇▇▇▇▇▇ Name: R▇▇▇▇▇▇ ▇▇▇▇▇ Name: R▇▇▇▇▇▇ ▇▇▇▇▇ Title: Managing Director BOFA SECURITIES, INC. By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇ Title: Managing Director RBC CAPITAL MARKETS, LLC By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Authorized Signatory [Signature Page to the Underwriting Agreement] Barclays Capital Inc. BofA SecuritiesJ.▇. ▇▇▇▇▇▇ Securities LLC MUFG Securities Americas Inc. SMBC Nikko Securities America, Inc. RBC Capital Markets, LLC As Representatives of the several Underwriters named in Schedule I hereto c/o Barclays Capital Inc. ▇7▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ BofA Securities, Inc. ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ RBC Capital Markets, LLC Brookfield Place ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, 8th Floor New York, New York 10281 Ladies and Gentlemen: Union Electric Company, a Missouri corporation (the “Company”), proposes, subject to the terms and conditions stated herein and in the Underwriting Agreement, dated October 1, 2020 (the “Underwriting Agreement”), between the Company on the one hand and the Underwriters named in Schedule I hereto (the “Underwriters”), for whom Barclays Capital Inc., BofA Securities, Inc. 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
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 D▇▇▇▇-▇-F▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and the regulations promulgated thereunder. If the foregoing is in accordance with your understanding, please sign and return to us a counterpart hereof. Very truly yours, UNION ELECTRIC COMPANY Union Electric Company By: /s/ ▇D▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇D▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Vice President & and Treasurer Accepted as of the date hereof: BARCLAYS CAPITAL INC. BOFA SECURITIES, INC. G▇▇▇▇▇▇ S▇▇▇▇ & Co. LLC RBC CAPITAL MARKETSCapital Markets, LLC Scotia Capital (USA) Inc. SMBC Nikko Securities America, Inc. As Representatives of the several Underwriters BARCLAYS CAPITAL INC. By: /s/ G▇▇▇▇▇▇ ▇S▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇ Title: Managing Director BOFA SECURITIES& Co. LLC RBC Capital Markets, INC. LLC By: /s/ ▇K▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇ Title: Managing Director RBC CAPITAL MARKETS, LLC By: /s/ ▇S▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Name: K▇▇▇▇ ▇▇▇▇▇▇ Name: S▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Managing Director Title: Authorized Signatory Scotia Capital (USA) Inc. SMBC Nikko Securities America, Inc. By: /s/ M▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ By: /s/ T▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: M▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: T▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Managing Director & Head of U.S. Debt Origination Title: Managing Director [Signature Page to the Underwriting Agreement] Barclays Capital Inc. BofA Securities, Inc. G▇▇▇▇▇▇ S▇▇▇▇ & Co. LLC RBC Capital Markets, LLC Scotia Capital (USA) Inc. SMBC Nikko Securities America, Inc. As Representatives of the several Underwriters named in Schedule I hereto c/o Barclays Capital Inc. Goldman S▇▇▇▇ & Co. LLC 2▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇New York, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ BofA Securities, Inc. ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ New York 10282 RBC Capital Markets, LLC Brookfield Place ▇2▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, 8th Floor New York, New York 10281 Scotia Capital (USA) Inc. 2▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ New York, New York 10281 SMBC Nikko Securities America, Inc. 2▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ New York, New York 10172 Ladies and Gentlemen: Union Electric Company, a Missouri corporation (the “Company”), proposes, subject to the terms and conditions stated herein and in the Underwriting Agreement, dated October 1March 26, 2020 2025 (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.G▇▇▇▇▇▇ S▇▇▇▇ & Co. LLC, BofA Securities, Inc. and RBC Capital Markets, LLC LLC, Scotia Capital (USA) Inc. and SMBC Nikko Securities America, Inc. are acting as representatives (the “Representatives”), on the other hand, to issue and sell to the Underwriters the First Mortgage Bonds specified in Schedule II hereto (the “First Mortgage Bonds”) with the terms set forth in Schedule III hereto. Each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety, and shall be deemed to be a part of this Pricing Agreement to the same extent as if such provisions had been set forth in full herein, and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement. Each reference to the Representatives herein and in the provisions of the Underwriting Agreement so incorporated by reference shall be deemed to refer to you. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. Each of the Representatives designated to act on behalf of the other Representatives and on behalf of each of the other Underwriters of the First Mortgage Bonds pursuant to Section 13 of the Underwriting Agreement and the address of the Representatives referred to in such Section 13 are set forth at the end of Schedule II hereto. Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the principal amount of the First Mortgage Bonds set forth opposite the name of such Underwriter in Schedule I hereto.
Appears in 1 contract
Qualified Financial Contracts. In the event that any Underwriter that is a Covered Entity (as defined below) becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined below), the transfer from such Underwriter of this Underwriting Agreement, and any interest and obligation in or under this Underwriting Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Underwriting Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. In the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate (as defined below) of such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined below) under this Underwriting Agreement that may be exercised against such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Underwriting Agreement were governed by the laws of the United States or a state of the United States. “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k). “Covered Entity” means any of the following: (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b). “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable. “U.S. Special Resolution Regime” means each of (x) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (y) Title II of the ▇▇▇▇Dodd-▇▇▇▇▇ ▇▇▇▇ Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder. If the foregoing is in accordance with your understanding, please sign and return to us a counterpart the Company the enclosed duplicate hereof. Very truly yours, UNION ELECTRIC COMPANY Ameren Corporation By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Darryl T. Sagel Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Darryl T. Sagel Title: Vice President & and Treasurer Accepted as of the date hereof: BARCLAYS CAPITAL INC. BOFA SECURITIES, INC. RBC CAPITAL MARKETS, Goldman Sachs & Co. LLC As Representatives of the several Underwriters BARCLAYS CAPITAL INC. J.P. Morgan Securities LLC By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇ Ryan Cunn By: /s/ Bobby Wiebe Name: ▇▇▇▇▇▇ ▇▇▇▇▇ Ryan Cunn Name: Bobby Wiebe Title: Managing Director BOFA SECURITIES, INC. Title: Vice President By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ Robert Stowe By: /s/ Michael Tiedemann Name: ▇▇▇▇▇ ▇▇▇▇▇▇ Robert Stowe Name: Michael Tiedemann Title: Managing Director RBC CAPITAL MARKETS, LLC By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Authorized Signatory [Signature Page to the Underwriting Agreement] Barclays Capital Inc. BofA Securities, Inc. RBC Capital Markets, LLC As Managing Director For themselves and as Representatives of the several other Underwriters named in Schedule I hereto c/o Accepted as of the date hereof: Goldman Sachs & Co. LLC J.P. Morgan Securities LLC in its capacity as Forward Seller in its capacity as Forward Seller By: /s/ Michael Voris By: /s/ Bobby Wiebe Name: Michael Voris Name: Bobby Wiebe Title: Managing Director Title: Vice President Barclays Capital Inc. ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇Wells Fargo Securities, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ LLC in its capacity as Forward Seller in its capacity as Forward Seller By: /s/ Robert Stowe By: /s/ Michael Tiedemann Name: Robert Stowe Name: Michael Tiedemann Title: Managing Director Title: Managing Director Goldman Sachs & Co. LLC JPMorgan Chase Bank, National Association By: /s/ Michael Voris By: /s/ Gaurav Maria Name: Michael Voris Name: Gaurav Maria Title: Managing Director Title: Managing Director Barclays Bank PLC Wells Fargo Bank, National Association By: /s/ Kevin Cheng By: /s/ Kevin Brillhart Name: Kevin Cheng Name: Kevin Brillhart Title: Authorized Signatory Title: Managing Director Each acting in its capacity as Forward Purchaser, solely as the recipient and/or beneficiary of certain representations, warranties, covenants and indemnities set forth in this Agreement Names of Underwriters Number of Forward Underwritten Shares to be Purchased from Goldman Sachs & Co. LLC Number of Forward Underwritten Shares to be Purchased from J.P. Morgan Securities LLC Number of Forward Underwritten Shares to be Purchased from Barclays Capital Inc. Number of Forward Underwritten Shares to be Purchased from Wells Fargo Securities, LLC Goldman Sachs & Co. LLC 906,633 453,218 291,397 291,397 J.P. Morgan Securities LLC 453,316 226,610 145,698 145,698 Barclays Capital Inc. 291,418 145,678 93,663 93,663 Wells Fargo Securities, LLC 291,418 145,678 93,663 93,663 BofA Securities, Inc. ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ 129,519 64,745 41,629 41,628 Mizuho Securities USA LLC 129,519 64,745 41,628 41,629 Morgan Stanley & Co. LLC 129,519 64,746 41,628 41,628 MUFG Securities Americas Inc. 129,519 64,746 41,628 41,628 RBC Capital Markets, LLC Brookfield Place ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, 8th Floor New York, New York 10281 Ladies and Gentlemen: Union Electric Company, a Missouri corporation (the “Company”), proposes, subject to the terms and conditions stated herein and in the Underwriting Agreement, dated October 1, 2020 (the “Underwriting Agreement”), between the Company on the one hand and the Underwriters named in Schedule I hereto (the “Underwriters”), for whom Barclays Capital Inc., BofA Securities, Inc. 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 129,519 64,746 41,628 41,628 Total 2,590,380 1,294,912 832,562 832,562 Names of the provisions Forward Purchasers Number of the Underwriting Agreement is incorporated herein by reference in its entirety, and shall be deemed Shares to be a part of this Pricing Agreement to the same extent as if such provisions had been set forth in full hereinPurchased Goldman Sachs & Co. LLC 2,590,380 JPMorgan Chase Bank, 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 hereinNational Association 1,294,912 Barclays Bank PLC 832,562 Wells Fargo Bank, 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.National Association 832,562 Total 5,550,416
Appears in 1 contract
Sources: 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 D▇▇▇▇-▇-F▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and the regulations promulgated thereunder. If the foregoing is in accordance with your understanding, please sign and return to us a counterpart hereof. Very truly yours, UNION ELECTRIC COMPANY Union Electric Company By: /s/ ▇D▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇D▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Vice President & and Treasurer Accepted as of the date hereof: BARCLAYS CAPITAL INCBarclays Capital Inc. BofA Securities, Inc. J.▇. BOFA SECURITIES, INC. RBC CAPITAL MARKETS, ▇▇▇▇▇▇ Securities LLC M▇▇▇▇▇ S▇▇▇▇▇▇ & Co. LLC As Representatives of the several Underwriters BARCLAYS CAPITAL INC. Barclays Capital Inc. BofA Securities, Inc. By: /s/ J▇▇▇ ▇▇▇▇▇▇▇ By: /s/ R▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: J▇▇▇ ▇▇▇▇▇▇▇ Name: R▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Director Title: Managing Director J.▇. ▇▇▇▇▇▇ Securities LLC M▇▇▇▇▇ S▇▇▇▇▇▇ & Co. LLC By: /s/ R▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ By: /s/ N▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: R▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: N▇▇▇▇▇▇ ▇▇▇▇▇ Title: Managing Director BOFA SECURITIES, INC. By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇ Title: Managing Executive Director RBC CAPITAL MARKETS, LLC By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Authorized Signatory Vice President [Signature Page to the Underwriting Agreement] Barclays Capital Inc. BofA Securities, Inc. RBC Capital Markets, J.▇. ▇▇▇▇▇▇ Securities LLC M▇▇▇▇▇ S▇▇▇▇▇▇ & Co. LLC As Representatives of the several Underwriters named in Schedule I hereto c/o Barclays Capital Inc. ▇7▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇New York, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ New York 10019 BofA Securities, Inc. One Bryant Park New York, New York 10036 J.▇▇▇ . ▇▇▇▇▇▇ ▇▇Securities LLC 3▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ RBC Capital Markets, LLC Brookfield Place ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, 8th Floor ▇ New York, New York 10281 10179 M▇▇▇▇▇ S▇▇▇▇▇▇ & Co. LLC 1▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ New York, New York 10036 Ladies and Gentlemen: Union Electric Company, a Missouri corporation (the “Company”), proposes, subject to the terms and conditions stated herein and in the Underwriting Agreement, dated October 1September 30, 2020 2024 (the “Underwriting Agreement”), between the Company on the one hand and the Underwriters named in Schedule I hereto (the “Underwriters”), for whom Barclays Capital Inc., BofA Securities, Inc. Inc., J.▇. ▇▇▇▇▇▇ Securities LLC, and RBC Capital Markets, M▇▇▇▇▇ S▇▇▇▇▇▇ & Co. LLC are acting as representatives (the “Representatives”), on the other hand, to issue and sell to the Underwriters the First Mortgage Bonds specified in Schedule II hereto (the “First Mortgage Bonds”) with the terms set forth in Schedule III hereto. Each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety, and shall be deemed to be a part of this Pricing Agreement to the same extent as if such provisions had been set forth in full herein, and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement. Each reference to the Representatives herein and in the provisions of the Underwriting Agreement so incorporated by reference shall be deemed to refer to you. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. Each of the Representatives designated to act on behalf of the other Representatives and on behalf of each of the other Underwriters of the First Mortgage Bonds pursuant to Section 13 of the Underwriting Agreement and the address of the Representatives referred to in such Section 13 are set forth at the end of Schedule II hereto. Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the principal amount of the First Mortgage Bonds set forth opposite the name of such Underwriter in Schedule I hereto.
Appears in 1 contract
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 ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and the regulations promulgated thereunder. [Signature page follows] If the foregoing is in accordance with your understandingunderstanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a counterpart hereofbinding agreement among ETI, the Issuer and the several Underwriters. Very truly yours, UNION ELECTRIC COMPANY Entergy Texas, Inc. By: /s/ Name: Title: Entergy Texas Restoration Funding II, LLC By: Name: Title: The foregoing Underwriting Agreement is hereby confirmed and accepted by the Representatives on behalf of the Underwriters named in Schedule II hereto: By: ▇▇▇▇▇▇▇ ▇. Sachs & Co. LLC By: Name: Title: By: Citigroup Global Markets Inc. By: Name: Title: Underwriting Agreement dated March [__], 2022 Registration Statement Nos.: 333-259253 and ▇▇▇▇▇ Name: -▇▇▇▇▇▇ ▇. ▇▇▇-▇▇ TitleRepresentatives: Vice President & Treasurer Accepted as of the date hereof: BARCLAYS CAPITAL INC. BOFA SECURITIES, INC. RBC CAPITAL MARKETS, LLC As Representatives of the several Underwriters BARCLAYS CAPITAL INC. By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: & Co. LLC Citigroup Global Markets Inc. ▇▇▇▇▇▇▇ Sachs & Co. LLC ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Title: Managing Director BOFA SECURITIES, INC. By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ NameAttention: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ TitleEmail: Managing Director RBC CAPITAL MARKETS, LLC By: /s/ ▇▇▇▇▇ ▇. .▇▇▇▇▇▇▇▇ Name: ▇▇@▇▇.▇▇▇ c/o Citigroup Global Markets Inc. ▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Authorized Signatory [Signature Page to the Underwriting Agreement] Barclays Capital Inc. BofA Securities, Inc. RBC Capital Markets, LLC As Representatives of the several Underwriters named in Schedule I hereto c/o Barclays Capital Inc. ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ BofA Securities, Inc. ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ RBC Capital Markets, LLC Brookfield Place ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, 8th Floor New York, New York 10281 Ladies and GentlemenAttention: Union Electric Company, a Missouri corporation (the “Company”), proposes, subject to the terms and conditions stated herein and in the Underwriting Agreement, dated October 1, 2020 (the “Underwriting Agreement”), between the Company on the one hand and the Underwriters named in Schedule I hereto (the “Underwriters”), for whom Barclays Capital Inc., BofA Securities, Inc. 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.[_____________] Facsimile: [_____________]
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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 ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and the regulations promulgated thereunder. If the foregoing is in accordance with your understanding, please sign and return to us a counterpart hereof. [Signature page follows] Very truly yours, UNION ELECTRIC COMPANY Entergy Corporation By: /s/ _____________________________ Name: Title: Accepted as of the date first above written: [Names of Underwriters] By: [Name of Representative] By: ____________________________ Name: Title: By: [Name of Representative] By: ____________________________ Name: Title: [______] $ [_________] [______]. [_________] [______] [_________] TOTAL $ [_________] Part A – Schedule of Free Writing Prospectuses included in the Disclosure Package • Final Term Sheet relating to the Notes attached to this Schedule II as Annex A (Issuer Free Writing Prospectus) Part B – Schedule of Free Writing Prospectuses not included in the Disclosure Package • None Part C – Additional Documents Incorporated by Reference • None Part D – Additional Information • None Issuer: Entergy Corporation Security Type: Senior Notes (SEC Registered) Expected Ratings(1): [___] ([______] outlook) by ▇▇▇▇▇’▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Vice President & Treasurer Accepted as of the date hereof: BARCLAYS CAPITAL INC. BOFA SECURITIES, INC. RBC CAPITAL MARKETS, LLC As Representatives of the several Underwriters BARCLAYS CAPITAL INC. By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇ Title: Managing Director BOFA SECURITIES, INC. By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇ Title: Managing Director RBC CAPITAL MARKETS, LLC By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Authorized Signatory [Signature Page to the Underwriting Agreement] Barclays Capital Inc. BofA SecuritiesInvestors Service, Inc. RBC Capital Markets[___] ([______] outlook) by S&P Global Ratings Trade Date: [________], LLC As Representatives of the several Underwriters named in Schedule I hereto c/o Barclays Capital Inc. ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇20[__] Settlement Date (T+[__])[(2)]: [________], ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ BofA Securities, Inc. ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ RBC Capital Markets, LLC Brookfield Place ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, 8th Floor New York, New York 10281 Ladies and Gentlemen: Union Electric Company, a Missouri corporation (the “Company”), proposes, subject to the terms and conditions stated herein and in the Underwriting Agreement, dated October 1, 2020 (the “Underwriting Agreement”), between the Company on the one hand and the Underwriters named in Schedule I hereto (the “Underwriters”), for whom Barclays Capital Inc., BofA Securities, Inc. 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.20[__]
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