Exhibit 4.3
THIS NOTE IS A GLOBAL NOTE
REGISTERED IN THE NAME OF THE DEPOSITARY (REFERRED TO HEREIN) OR A
NOMINEE THEREOF AND, UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE FOR
THE INDIVIDUAL NOTES REPRESENTED HEREBY AS PROVIDED IN THE
INDENTURE REFERRED TO BELOW, THIS NOTE MAY NOT BE TRANSFERRED
EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY
OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER
NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE
TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR
DEPOSITARY. UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET,
NEW YORK, NEW YORK), TO THE TRUSTEE FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN
THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY AND
ANY PAYMENT IS MADE TO CEDE & CO., ANY TRANSFER, PLEDGE OR
OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL SINCE THE REGISTERED OWNER HEREOF, CEDE & CO.,
HAS AN INTEREST HEREIN.
UNION ELECTRIC COMPANY
5.30% SENIOR SECURED NOTE DUE 2037
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CUSIP:
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02360F AB 2
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NUMBER: 1
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ISIN:
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US02360FAB22
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ORIGINAL ISSUE
DATE: July 21, 2005
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PRINCIPAL
AMOUNT: $300,000,000
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INTEREST RATE: 5.30%
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MATURITY DATE: August 1,
2037
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UNION ELECTRIC COMPANY, a
corporation of the State of Missouri (the “COMPANY”),
for value received hereby promises to pay to CEDE & CO. or
registered assigns, the principal sum of THREE HUNDRED MILLION
DOLLARS ($300,000,000) on the Maturity Date set forth above, and to
pay interest thereon from July 21, 2005 or from the most
recent Interest Payment Date to which interest has been paid or
duly provided for, semi-annually in arrears on the February 1
and August 1 in each year, commencing February 1, 2006,
at the per annum Interest Rate set forth above, until the principal
hereof is paid or made available for payment. No interest shall
accrue on the Maturity Date, so long as the principal amount of
this Note is paid on the Maturity Date. The interest so
payable and punctually paid or duly provided for on any such
Interest Payment Date (except for interest payable on the Maturity
Date set forth above or, if applicable, upon redemption or
acceleration) will, as provided in the Indenture (as defined
below), be paid to the Person in whose name this Note is registered
at the close of business on the Regular Record Date for such
interest, which shall be the January 15 or July 15, as
the case may be, next preceding such Interest Payment Date;
provided that the first Interest Payment Date for any part of this
Note, the Original Issue Date of which is after a Regular Record
Date but prior to the applicable Interest Payment Date, shall be
the Interest Payment Date
following the next succeeding Regular Record
Date; and provided that interest payable on the Maturity Date set
forth above or, if applicable, upon redemption or acceleration,
shall be payable to the Person to whom principal shall be payable.
Except as otherwise provided in the Indenture, any such interest
not so punctually paid or duly provided for shall forthwith cease
to be payable to the Holder on such Regular Record Date and shall
be paid to the Person in whose name this Note is registered at the
close of business on a Special Record Date for the payment of such
defaulted interest to be fixed by the Trustee, notice whereof shall
be given to Noteholders not more than fifteen days or fewer than
ten days prior to such Special Record Date. Payment of the
principal of and interest and premium on this Note shall be payable
pursuant to Section 2.12(a) of the Indenture.
This Note is a Global Note in
respect of a duly authorized issue of 5.30% Senior Secured Notes
due 2037 (the “NOTES OF THIS SERIES”, which term
includes any Global Notes representing such Notes) of the Company
issued and to be issued under an Indenture dated as of
August 15, 2002, between the Company and The Bank of New York,
as trustee (the “TRUSTEE”, which term includes any
successor Trustee under the Indenture) and indentures supplemental
thereto (collectively, the “INDENTURE”). Under the
Indenture, one or more series of notes may be issued and, as used
herein, the term “Notes” refers to the Notes of this
Series and any other outstanding series of Notes. Reference is
hereby made to the Indenture for a more complete statement of the
respective rights, limitations of rights, duties and immunities
thereunder of the Company, the Trustee and the Noteholders and of
the terms upon which the Notes are and are to be authenticated and
delivered. This Note has been issued in respect of the series
designated on the first page hereof in the aggregate principal
amount of $300,000,000.
Prior to the Release Date (as
hereinafter defined), the Notes will be secured by first mortgage
bonds (the “SENIOR NOTE FIRST MORTGAGE BONDS”)
delivered by the Company to the Trustee for the benefit of the
Holders of the Notes, issued under the Indenture of Mortgage or
Deed of Trust, dated June 15, 1937, from the Company to The
Bank of New York, as successor trustee (the “MORTGAGE
TRUSTEE”), as supplemented and modified (collectively, the
“FIRST MORTGAGE”). Reference is made to the First
Mortgage and the Indenture for a description of the rights of the
Trustee as holder of the Senior Note First Mortgage Bonds, the
property mortgaged and pledged, the nature and extent of the
security and the rights of the holders of first mortgage bonds,
under the First Mortgage and the rights of the Company and of the
Mortgage Trustee in respect thereof, the duties and immunities of
the Mortgage Trustee and the terms and conditions upon which the
Senior Note First Mortgage Bonds are secured and the circumstances
under which additional first mortgage bonds may be
issued.
From and after such time as all
first mortgage bonds (other than Senior Note First Mortgage Bonds)
issued under the First Mortgage have been retired through payment,
redemption or otherwise at, before or after the maturity thereof
(the “Release Date”), the Senior Note First Mortgage
Bonds shall cease to secure the Notes in any manner. In
certain circumstances prior to the Release Date as provided in the
Indenture, the Company is permitted to reduce the aggregate
principal amount of a series of Senior Note First Mortgage Bonds
held by the Trustee, but in no event prior to the Release Date to
an amount less than the aggregate outstanding principal amount of
the series of Notes initially issued contemporaneously with such
Senior Note First Mortgage Bonds.
Each Note of this Series shall
be dated and issued as of the date of its authentication by the
Trustee and shall bear an Original Issue Date. Each Note issued
upon transfer, exchange or substitution of such Note shall bear the
Original Issue Date of such transferred, exchanged or substituted
Note, as the case may be.
All or a portion of the Notes of
this Series may be redeemed at the opt
