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Exhibit 4.2
[Union Electric Company Letterhead]
COMPANY ORDER
April 9, 2003
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 $114,000,000 aggregate principal amount of the Company's 4.75% Senior Secured
Notes due 2015 (the "Notes"), pursuant to the provisions of Article II of the
Indenture. On or after the Release Date, the Company, in its discretion, may
change the descriptive title of the Notes to delete the word "Secured" from such
descriptive title. 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)(2) of the Indenture;
3. Expert's certificate pursuant to Section 2.05(c)(3) of the
Indenture;
4. Officers' Certificate pursuant to Section 2.05(c)(4) of the
Indenture;
5. A Global Note representing the Notes and, pursuant to Section
2.05(c) of the Indenture, specifying the terms of the Notes (which
terms are incorporated by reference herein) executed on behalf of
the Company in accordance with the terms of Section 2.05(a) of the
Indenture; and
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6. Pursuant to Section 2.05(c)(3) of the Indenture, the Company's
First Mortgage Bonds designated "First Mortgage Bonds, Senior
Notes Series CC" (the "First Mortgage Bonds") in the principal
amount of $114,000,000 relating to the Notes, fully registered in
the name of the Trustee in trust for the benefit of the Holders
from time to time of such Notes.
You are hereby instructed to authenticate the Global Note representing
the Notes and deliver it to The Depository Trust Company ("DTC") or its
custodian. The Global Note representing the Notes is to be held for delivery to
Banc One Capital Markets, Inc. and Lehman Brothers Inc., against payment
therefor at the closing in respect of the sale thereof, such closing to be held
at 10:00 a.m., New York time, April 9, 2003, at the offices of Pillsbury
Winthrop LLP, One Battery Park Plaza, New York, NY 10004.
Please acknowledge receipt of the Global Note representing the Notes, the
instructions referred to above and the supporting documentation pursuant to the
Indenture referred to above.
Very truly yours,
Union Electric Company
(d/b/a AmerenUE)
By: /s/ Jerre E. Birdsong
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Name: Jerre E. Birdsong
Title: Vice President and Treasurer
Receipt from the Company of the Global Note representing the Notes,
certain instructions related thereto and the supporting documentation pursuant
to the Indenture, including the First Mortgage Bonds in trust for the benefit of
the Holders in connection with the authentication and delivery of the Notes is
hereby acknowledged.
The Bank of New York,
as Trustee
By: /s/ Belinda Brown
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Name: Belinda Brown
As Agent