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
6.70% SENIOR SECURED
NOTE DUE 2019
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CUSIP:
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906548CG5
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NUMBER: 1
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ISIN:
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US906548CG56
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ORIGINAL ISSUE DATE:
June 19, 2008
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PRINCIPAL AMOUNT:
$450,000,000
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INTEREST RATE:
6.70%
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MATURITY DATE:
February 1, 2019
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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
FOUR HUNDRED FIFTY MILLION DOLLARS ($450,000,000) on the Maturity
Date set forth above, and to pay interest thereon from
June 19, 2008 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, 2009, at the per annum Interest Rate
set forth above, until the principal hereof is paid or made
available for payment, subject to certain interest rate increase
provisions described below. 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 6.70% Senior
Secured Notes due 2019 (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 $450,000,000.
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.
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.
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 option of
the Company at any time or from time to time. The redemption
price for the Notes of this Series to be redeemed on any
redemption date will be equal to the greater of: (a) 100% of
the principal amount of the Notes of this Series being
redeemed on the redemption date; or (b) the sum of the present
values of the remaining scheduled payments of principal and
interest on the Notes of this Series being redeemed on that
redemption date (not including any portion of any payments of
interest accrued to and including the redemption date) discounted
to the re
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