Exhibit 4.3
Company
Order
April 8, 2008
The Bank of New
York
101 Barclay
Street
Floor 21W
New York, New York
10286
Ladies and
Gentlemen:
Application is
hereby made to The Bank of New York, a New York banking
corporation, as trustee (the “Trustee”), under the
Indenture dated as of August 15, 2002 (the
“Indenture”), between Union Electric Company, a
Missouri corporation (the “Company”), and the Trustee
for the authentication and delivery of $250,000,000 aggregate
principal amount of the Company’s 6.00% Senior Secured Notes
due 2018 (the “Notes”), pursuant to the provisions of
Article II of the Indenture. So long as any of the Notes
of this Series are outstanding, the Company will not
optionally redeem, purchase or otherwise retire in full its
outstanding First Mortgage Bonds, and, therefore, the Release Date
will not occur. Additional Notes without limitation as to
amount, and without the consent of the holders of the then
Outstanding Notes, may also be authenticated and delivered in the
manner provided in Section 2.05 of the Indenture. All
capitalized terms not defined herein which are defined in the
Indenture shall have the same meaning as used in the
Indenture.
In connection with
this Company Order, there are delivered to you herewith the
following:
1.
Certified copies of the
resolutions adopted by the Board of Directors of the Company
authorizing this Company Order and the issuance and sale of the
Notes by the Company pursuant to Section 2.05(c)(1) of
the Indenture;
2.
Opinions of Counsel
addressed to you or in which it is stated that you may rely
pursuant
