Exhibit 4.2
Company Order
March 20, 2009
The Bank of New York Mellon
101 Barclay Street
Floor 21W
New York, New York 10286
Ladies and Gentlemen:
Application is hereby made to The
Bank of New York Mellon, 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 $350,000,000 aggregate principal amount of the
Company’s 8.45% Senior Secured Notes due 2039 (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 to
Section 2.05(c)
