Qualified Financial Contracts. In the event that any Underwriter that is a Covered Entity (as defined below) becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined below), the transfer from such Underwriter of this Underwriting Agreement, and any interest and obligation in or under this Underwriting Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Underwriting Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. In the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate (as defined below) of such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined below) under this Underwriting Agreement that may be exercised against such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Underwriting Agreement were governed by the laws of the United States or a state of the United States. “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k). “Covered Entity” means any of the following: (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b). “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable. “U.S. Special Resolution Regime” means each of (x) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (y) Title II of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and the regulations promulgated thereunder. [Signature page follows] Very truly yours, Entergy Louisiana, LLC By: ________________________________ Name: Title: Accepted as of the date first above written: [Names of Underwriters] By: [Name of Representative] By: ____________________________ Name: Title: By: [Name of Representative] By: ____________________________ Name: Title: $[________] [__]% Series due [________], 20[__] [______] $ [_________] [______] [_________] [______] [_________] TOTAL $ [_________] Part A – Schedule of Free Writing Prospectuses included in the Disclosure Package • Final Term Sheet attached to this Schedule II as Annex A (Issuer Free Writing Prospectus) Part B – Schedule of Free Writing Prospectuses not included in the Disclosure Package • None Part C – Additional Documents Incorporated by Reference • None Part D – Additional Information • None $[________] Issuer: Entergy Louisiana, LLC Security Type: Collateral Trust Mortgage Bonds (SEC Registered)
Appears in 1 contract
Qualified Financial Contracts. In the event that any Underwriter that is a Covered Entity (as defined below) becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined below), the transfer from such Underwriter of this Underwriting Agreement, and any interest and obligation in or under this Underwriting Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Underwriting Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. In the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate (as defined below) of such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined below) under this Underwriting Agreement that may be exercised against such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Underwriting Agreement were governed by the laws of the United States or a state of the United States. “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k). “Covered Entity” means any of the following: (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b). “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable. “U.S. Special Resolution Regime” means each of (x) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (y) Title II of the D▇▇▇▇-▇-F▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and the regulations promulgated thereunder. [Signature page follows] If the foregoing is in accordance with your understanding, please sign and return to us a counterpart hereof. Very truly yours, Entergy Louisiana, LLC AMEREN ILLINOIS COMPANY By: ________________________________ /s/ D▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: D▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Vice President & Treasurer Accepted as of the date first above writtenhereof: [Names RBC Capital Markets, LLC TD Securities (USA) LLC Truist Securities, Inc. W▇▇▇▇ Fargo Securities, LLC As Representatives of Underwriters] the several Underwriters RBC Capital Markets, LLC TD Securities (USA) LLC By: [Name of Representative] /s/ S▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ By: ____________________________ /s/ L▇▇▇ ▇▇▇▇▇▇▇▇ Name: S▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Name: L▇▇▇ ▇▇▇▇▇▇▇▇ Title: Authorized Signatory Title: Director Truist Securities, Inc. W▇▇▇▇ Fargo Securities, LLC By: [Name of Representative] /s/ R▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ By: ____________________________ /s/ C▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: R▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Name: C▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: $Director Title: Managing Director [________Signature Page to the Underwriting Agreement] [__]% Series due [________]RBC Capital Markets, 20[__] [______] $ [_________] [______] [_________] [______] [_________] TOTAL $ [_________] Part A – LLC TD Securities (USA) LLC Truist Securities, Inc. W▇▇▇▇ Fargo Securities, LLC As Representatives of the several Underwriters named in Schedule of Free Writing Prospectuses included I hereto c/o RBC Capital Markets, LLC Brookfield Place 2▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, 8th Floor New York, New York 10281 TD Securities (USA) LLC 1 ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Truist Securities, Inc. 3▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ W▇▇▇▇ Fargo Securities, LLC 5▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, 5th Floor Charlotte, North Carolina 28202 Ladies and Gentlemen: Ameren Illinois Company, an Illinois corporation (the “Company”), proposes, subject to the terms and conditions stated herein and in the Disclosure Package • Final Term Sheet attached Underwriting Agreement, dated June 22, 2021 (the “Underwriting Agreement”), between the Company on the one hand and the Underwriters named in Schedule I hereto (the “Underwriters”), for whom RBC Capital Markets, LLC, TD Securities (USA) LLC, Truist Securities, Inc. and W▇▇▇▇ Fargo Securities, LLC are acting as representatives (the “Representatives”), on the other hand, to this issue and sell to the Underwriters the First Mortgage Bonds specified in Schedule II hereto (the “First Mortgage Bonds”) with the terms set forth in Schedule III hereto. Each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety, and shall be deemed to be a part of this Pricing Agreement to the same extent as Annex A (Issuer Free Writing Prospectus) Part B – Schedule if such provisions had been set forth in full herein, and each of Free Writing Prospectuses not included the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement. Each reference to the Representatives herein and in the Disclosure Package • None Part C – Additional Documents Incorporated provisions of the Underwriting Agreement so incorporated by Reference • None Part D – Additional Information • None $[________] Issuer: Entergy Louisianareference shall be deemed to refer to you. Unless otherwise defined herein, LLC Security Type: Collateral Trust terms defined in the Underwriting Agreement are used herein as therein defined. Each of the Representatives designated to act on behalf of the other Representatives and on behalf of each of the other Underwriters of the First Mortgage Bonds (SEC Registered)pursuant to Section 13 of the Underwriting Agreement and the address of the Representatives referred to in such Section 13 are set forth at the end of Schedule II hereto. Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the principal amount of the First Mortgage Bonds set forth opposite the name of such Underwriter in Schedule I hereto.
Appears in 1 contract
Qualified Financial Contracts. In the event that any Underwriter that is a Covered Entity (as defined below) becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined below), the transfer from such Underwriter of this Underwriting Agreement, and any interest and obligation in or under this Underwriting Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Underwriting Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. In the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate (as defined below) of such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined below) under this Underwriting Agreement that may be exercised against such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Underwriting Agreement were governed by the laws of the United States or a state of the United States. “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k). “Covered Entity” means any of the following: (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b). “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable. “U.S. Special Resolution Regime” means each of (x) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (y) Title II of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and the regulations promulgated thereunder. [Signature page follows] If the foregoing is in accordance with your understanding, please sign and return to us a counterpart hereof. Very truly yours, Entergy Louisiana, LLC UNION ELECTRIC COMPANY By: ________________________________ /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Vice President and Treasurer Accepted as of the date first above writtenhereof: [Names ▇.▇. ▇▇▇▇▇▇ SECURITIES LLC SUNTRUST ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, INC. U.S. BANCORP INVESTMENTS, INC. ▇▇▇▇▇ FARGO SECURITIES, LLC As Representatives of Underwriters] the several Underwriters ▇.▇. ▇▇▇▇▇▇ SECURITIES LLC By: [Name of Representative] /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Executive Director SUNTRUST ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, INC. By: ____________________________ /s/ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Name: ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Title: Director U.S. BANCORP INVESTMENTS, INC. By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Managing Director [Name of RepresentativeSignature Page to the Underwriting Agreement] ▇▇▇▇▇ FARGO SECURITIES, LLC By: ____________________________ /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: $Director [________Signature Page to the Underwriting Agreement] [__]% Series due [________]▇.▇. ▇▇▇▇▇▇ Securities LLC SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, 20[__] [______] $ [_________] [______] [_________] [______] [_________] TOTAL $ [_________] Part A – Inc. U.S. Bancorp Investments, Inc. ▇▇▇▇▇ Fargo Securities, LLC As Representatives of the several Underwriters named in Schedule of Free Writing Prospectuses included I hereto c/o ▇.▇. ▇▇▇▇▇▇ Securities LLC ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ U.S. Bancorp Investments, Inc. ▇▇▇ ▇. ▇▇▇▇▇ Street, 26th Floor Charlotte, North Carolina 28202 ▇▇▇▇▇ Fargo Securities, LLC ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, 5th Floor Charlotte, North Carolina 28202 Ladies and Gentlemen: Union Electric Company, a Missouri corporation (the “Company”), proposes, subject to the terms and conditions stated herein and in the Disclosure Package • Final Term Sheet attached Underwriting Agreement, dated September 23, 2019 (the “Underwriting Agreement”), between the Company on the one hand and the Underwriters named in Schedule I hereto (the “Underwriters”), for whom ▇.▇. ▇▇▇▇▇▇ Securities LLC, SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc., U.S. Bancorp Investments, Inc. and ▇▇▇▇▇ Fargo Securities, LLC are acting as representatives (the “Representatives”), on the other hand, to this issue and sell to the Underwriters the First Mortgage Bonds specified in Schedule II hereto (the “First Mortgage Bonds”) with the terms set forth in Schedule III hereto. Each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety, and shall be deemed to be a part of this Pricing Agreement to the same extent as Annex A (Issuer Free Writing Prospectus) Part B – Schedule if such provisions had been set forth in full herein, and each of Free Writing Prospectuses not included the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement. Each reference to the Representatives herein and in the Disclosure Package • None Part C – Additional Documents Incorporated provisions of the Underwriting Agreement so incorporated by Reference • None Part D – Additional Information • None $[________] Issuer: Entergy Louisianareference shall be deemed to refer to you. Unless otherwise defined herein, LLC Security Type: Collateral Trust terms defined in the Underwriting Agreement are used herein as therein defined. Each of the Representatives designated to act on behalf of the other Representatives and on behalf of each of the other Underwriters of the First Mortgage Bonds (SEC Registered)pursuant to Section 13 of the Underwriting Agreement and the address of the Representatives referred to in such Section 13 are set forth at the end of Schedule II hereto. Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the principal amount of the First Mortgage Bonds set forth opposite the name of such Underwriter in Schedule I hereto.
Appears in 1 contract
Qualified Financial Contracts. In the event that any Underwriter that is a Covered Entity (as defined below) becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined below), the transfer from such Underwriter of this Underwriting Agreement, and any interest and obligation in or under this Underwriting Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Underwriting Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. In the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate (as defined below) of such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined below) under this Underwriting Agreement that may be exercised against such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Underwriting Agreement were governed by the laws of the United States or a state of the United States. “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k). “Covered Entity” means any of the following: (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b). “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable. “U.S. Special Resolution Regime” means each of (x) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (y) Title II of the D▇▇▇▇-▇-F▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and the regulations promulgated thereunder. [Signature page follows] If the foregoing is in accordance with your understanding, please sign and return to us a counterpart hereof. Very truly yours, Entergy Louisiana, LLC Ameren Illinois Company By: ________________________________ /s/ D▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: D▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Vice President and Treasurer Accepted as of the date first above writtenhereof: [Names BNY Mellon Capital Markets, LLC BofA Securities, Inc. M▇▇▇▇▇ S▇▇▇▇▇▇ & Co. LLC Truist Securities, Inc. As Representatives of Underwriters] the several Underwriters BNY Mellon Capital Markets, LLC BofA Securities, Inc. By: [Name of Representative] /s/ D▇▇ ▇▇▇▇▇▇▇ By: ____________________________ /s/ R▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: D▇▇ ▇▇▇▇▇▇▇ Name: R▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Managing Director Title: Managing Director M▇▇▇▇▇ S▇▇▇▇▇▇ & Co. LLC Truist Securities, Inc. By: [Name of Representative] /s/ N▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ By: ____________________________ /s/ R▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Name: N▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: R▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Title: $[________] [__]% Series due [________]Vice President Title: Authorized Signatory {Signature Page to the Underwriting Agreement} BNY Mellon Capital Markets, 20[__] [______] $ [_________] [______] [_________] [______] [_________] TOTAL $ [_________] Part A – LLC BofA Securities, Inc. M▇▇▇▇▇ S▇▇▇▇▇▇ & Co. LLC Truist Securities, Inc. As Representatives of the several Underwriters named in Schedule of Free Writing Prospectuses included I hereto c/o BNY Mellon Capital Markets, LLC 2▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ New York, New York 10286 BofA Securities, Inc. One Bryant Park New York, New York 10036 M▇▇▇▇▇ S▇▇▇▇▇▇ & Co. LLC 1▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ New York, New York 10036 Truist Securities, Inc. 5▇ ▇▇▇▇▇▇ ▇▇▇▇▇, 70th Floor New York, New York 10001 Ladies and Gentlemen: Ameren Illinois Company, an Illinois corporation (the “Company”), proposes, subject to the terms and conditions stated herein and in the Disclosure Package • Final Term Sheet attached Underwriting Agreement, dated February 24, 2025 (the “Underwriting Agreement”), between the Company on the one hand and the Underwriters named in Schedule I hereto (the “Underwriters”), for whom BNY Mellon Capital Markets, LLC, BofA Securities, Inc., M▇▇▇▇▇ S▇▇▇▇▇▇ & Co. LLC and Truist Securities, Inc., are acting as representatives (the “Representatives”), on the other hand, to this issue and sell to the Underwriters the First Mortgage Bonds specified in Schedule II hereto (the “First Mortgage Bonds”) with the terms set forth in Schedule III hereto. Each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety, and shall be deemed to be a part of this Pricing Agreement to the same extent as Annex A (Issuer Free Writing Prospectus) Part B – Schedule if such provisions had been set forth in full herein, and each of Free Writing Prospectuses not included the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement. Each reference to the Representatives herein and in the Disclosure Package • None Part C – Additional Documents Incorporated provisions of the Underwriting Agreement so incorporated by Reference • None Part D – Additional Information • None $[________] Issuer: Entergy Louisianareference shall be deemed to refer to you. Unless otherwise defined herein, LLC Security Type: Collateral Trust terms defined in the Underwriting Agreement are used herein as therein defined. Each of the Representatives designated to act on behalf of the other Representatives and on behalf of each of the other Underwriters of the First Mortgage Bonds (SEC Registered)pursuant to Section 13 of the Underwriting Agreement and the address of the Representatives referred to in such Section 13 are set forth at the end of Schedule II hereto. Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the principal amount of the First Mortgage Bonds set forth opposite the name of such Underwriter in Schedule I hereto.
Appears in 1 contract
Sources: Underwriting Agreement (Ameren Corp)
Qualified Financial Contracts. In the event that any Underwriter that is a Covered Entity (as defined below) becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined below), the transfer from such Underwriter of this Underwriting Agreement, and any interest and obligation in or under this Underwriting Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Underwriting Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. In the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate (as defined below) of such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined below) under this Underwriting Agreement that may be exercised against such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Underwriting Agreement were governed by the laws of the United States or a state of the United States. “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k). “Covered Entity” means any of the following: (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b). “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable. “U.S. Special Resolution Regime” means each of (x) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (y) Title II of the D▇▇▇▇-▇-F▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and the regulations promulgated thereunder. [Signature page follows] If the foregoing is in accordance with your understanding, please sign and return to us a counterpart hereof. Very truly yours, Entergy Louisiana, LLC Union Electric Company By: ________________________________ /s/ D▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: D▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Vice President and Treasurer Accepted as of the date first above writtenhereof: [Names BofA Securities, Inc. RBC Capital Markets, LLC SMBC Nikko Securities America, Inc. Truist Securities, Inc. As Representatives of Underwriters] the several Underwriters BofA Securities, Inc. SMBC Nikko Securities America, Inc. By: [Name of Representative] /s/ T▇▇ ▇▇▇▇▇ By: ____________________________ /s/ J▇▇▇ ▇▇▇▇▇▇ Name: T▇▇ ▇▇▇▇▇ Name: J▇▇▇ ▇▇▇▇▇▇ Title: Managing Director Title: Managing Director RBC Capital Markets, LLC Truist Securities, Inc. By: [Name of Representative] /s/ S▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ By: ____________________________ /s/ R▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Name: S▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Name: R▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Title: $Authorized Signatory Title: Director [________Signature Page to the Underwriting Agreement] [__]% Series due [________]BofA Securities, 20[__] [______] $ [_________] [______] [_________] [______] [_________] TOTAL $ [_________] Part A – Inc. RBC Capital Markets, LLC SMBC Nikko Securities America, Inc. Truist Securities, Inc. As Representatives of the several Underwriters named in Schedule of Free Writing Prospectuses included I hereto c/o BofA Securities, Inc. One Bryant Park New York, New York 10036 RBC Capital Markets, LLC Brookfield Place 2▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, 8th Floor New York, New York 10281 SMBC Nikko Securities America, Inc. 2▇▇ ▇▇▇▇ ▇▇▇▇▇▇ New York, New York 10172 Truist Securities, Inc. 3▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ Atlanta, Georgia 30326 Ladies and Gentlemen: Union Electric Company, a Missouri corporation (the “Company”), proposes, subject to the terms and conditions stated herein and in the Disclosure Package • Final Term Sheet attached Underwriting Agreement, dated January 3, 2024 (the “Underwriting Agreement”), between the Company on the one hand and the Underwriters named in Schedule I hereto (the “Underwriters”), for whom BofA Securities, Inc., RBC Capital Markets, LLC, SMBC Nikko Securities America, Inc. and Truist Securities, Inc. are acting as representatives (the “Representatives”), on the other hand, to this issue and sell to the Underwriters the First Mortgage Bonds specified in Schedule II hereto (the “First Mortgage Bonds”) with the terms set forth in Schedule III hereto. Each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety, and shall be deemed to be a part of this Pricing Agreement to the same extent as Annex A (Issuer Free Writing Prospectus) Part B – Schedule if such provisions had been set forth in full herein, and each of Free Writing Prospectuses not included the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement. Each reference to the Representatives herein and in the Disclosure Package • None Part C – Additional Documents Incorporated provisions of the Underwriting Agreement so incorporated by Reference • None Part D – Additional Information • None $[________] Issuer: Entergy Louisianareference shall be deemed to refer to you. Unless otherwise defined herein, LLC Security Type: Collateral Trust terms defined in the Underwriting Agreement are used herein as therein defined. Each of the Representatives designated to act on behalf of the other Representatives and on behalf of each of the other Underwriters of the First Mortgage Bonds (SEC Registered)pursuant to Section 13 of the Underwriting Agreement and the address of the Representatives referred to in such Section 13 are set forth at the end of Schedule II hereto. Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the principal amount of the First Mortgage Bonds set forth opposite the name of such Underwriter in Schedule I hereto.
Appears in 1 contract
Sources: Underwriting Agreement (Ameren Corp)
Qualified Financial Contracts. In the event that any Underwriter that is a Covered Entity (as defined below) becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined below), the transfer from such Underwriter of this Underwriting Agreement, and any interest and obligation in or under this Underwriting Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Underwriting Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. In the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate (as defined below) of such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined below) under this Underwriting Agreement that may be exercised against such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Underwriting Agreement were governed by the laws of the United States or a state of the United States. “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k). “Covered Entity” means any of the following: (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b). “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable. “U.S. Special Resolution Regime” means each of (x) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (y) Title II of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and the regulations promulgated thereunder. [Signature page follows] Very truly yours, Entergy LouisianaTexas, LLC Inc. By: ________________________________ Name: Title: Accepted as of the date first above written: [Names of Underwriters] By: [Name of Representative] By: ____________________________ Name: Title: By: [Name of Representative] By: ____________________________ Name: Title: $[________] First Mortgage Bonds, [__]% Series due [________], 20[__] [______] $ [_________] [______] [_________] [______] [_________] TOTAL $ [_________] Part A – Schedule of Free Writing Prospectuses included in the Disclosure Package • Final Term Sheet attached to this Schedule II as Annex A (Issuer Free Writing Prospectus) Part B – Schedule of Free Writing Prospectuses not included in the Disclosure Package • None Part C – Additional Documents Incorporated by Reference • None Part D – Additional Information • None $[________] First Mortgage Bonds, [__]% Series due [________], 20[__] Issuer: Entergy LouisianaTexas, LLC Security Type: Collateral Trust Mortgage Bonds (SEC Registered)Inc.
Appears in 1 contract
Qualified Financial Contracts. In the event that any Underwriter that is a Covered Entity (as defined below) becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined below), the transfer from such Underwriter of this Underwriting Agreement, and any interest and obligation in or under this Underwriting Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Underwriting Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. In the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate (as defined below) of such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined below) under this Underwriting Agreement that may be exercised against such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Underwriting Agreement were governed by the laws of the United States or a state of the United States. “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k). “Covered Entity” means any of the following: (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b). “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable. “U.S. Special Resolution Regime” means each of (x) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (y) Title II of the D▇▇▇▇-▇-F▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and the regulations promulgated thereunder. [Signature page follows] If the foregoing is in accordance with your understanding, please sign and return to us a counterpart hereof. Very truly yours, Entergy Louisiana, LLC Ameren Illinois Company By: ________________________________ /s/ D▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: D▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Vice President and Treasurer Accepted as of the date first above writtenhereof: [Names BNY Mellon Capital Markets, LLC Mizuho Securities USA LLC M▇▇▇▇▇ S▇▇▇▇▇▇ & Co. LLC Truist Securities, Inc. W▇▇▇▇ Fargo Securities, LLC As Representatives of Underwriters] the several Underwriters BNY Mellon Capital Markets, LLC M▇▇▇▇▇ S▇▇▇▇▇▇ & Co. LLC By: [Name of Representative] /s/ D▇▇ ▇▇▇▇▇▇▇ By: ____________________________ /s/ N▇▇▇ ▇▇▇▇▇▇ Name: D▇▇ ▇▇▇▇▇▇▇ Name: N▇▇▇ ▇▇▇▇▇▇ Title: Managing Director Title: Managing Director W▇▇▇▇ Fargo Securities, LLC Mizuho Securities USA LLC By: [Name of Representative] /s/ C▇▇▇▇▇▇ ▇▇▇▇▇▇ By: ____________________________ /s/ S▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: C▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: S▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: $[________] [__]% Series due [________]Managing Director Title: Managing Director Truist Securities, 20[__] [______] $ [_________] [______] [_________] [______] [_________] TOTAL $ [_________] Part A – Inc. By: /s/ R▇▇ ▇▇▇▇▇▇▇▇▇▇ Name: R▇▇ ▇▇▇▇▇▇▇▇▇▇ Title: Director BNY Mellon Capital Markets, LLC Mizuho Securities USA LLC M▇▇▇▇▇ S▇▇▇▇▇▇ & Co. LLC Truist Securities, Inc. W▇▇▇▇ Fargo Securities, LLC As Representatives of the several Underwriters named in Schedule of Free Writing Prospectuses included I hereto c/o BNY Mellon Capital Markets, LLC 2▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, 3rd Floor New York, New York 10286 Mizuho Securities USA LLC 1▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ New York, New York 10020 M▇▇▇▇▇ S▇▇▇▇▇▇ & Co. LLC 1▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ Floor New York, New York 10036 Truist Securities, Inc. 3▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ Atlanta, Georgia 30326 W▇▇▇▇ Fargo Securities, LLC 5▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, 5th Floor Charlotte, North Carolina 28202 Ladies and Gentlemen: Ameren Illinois Company, an Illinois corporation (the “Company”), proposes, subject to the terms and conditions stated herein and in the Disclosure Package • Final Term Sheet attached Underwriting Agreement, dated August 15, 2022 (the “Underwriting Agreement”), between the Company on the one hand and the Underwriters named in Schedule I hereto (the “Underwriters”), for whom BNY Mellon Capital Markets, LLC, Mizuho Securities USA LLC, M▇▇▇▇▇ S▇▇▇▇▇▇ & Co. LLC, Truist Securities, Inc. and W▇▇▇▇ Fargo Securities, LLC are acting as representatives (the “Representatives”), on the other hand, to this issue and sell to the Underwriters the First Mortgage Bonds specified in Schedule II hereto (the “First Mortgage Bonds”) with the terms set forth in Schedule III hereto. Each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety, and shall be deemed to be a part of this Pricing Agreement to the same extent as Annex A (Issuer Free Writing Prospectus) Part B – Schedule if such provisions had been set forth in full herein, and each of Free Writing Prospectuses not included the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement. Each reference to the Representatives herein and in the Disclosure Package • None Part C – Additional Documents Incorporated provisions of the Underwriting Agreement so incorporated by Reference • None Part D – Additional Information • None $[________] Issuer: Entergy Louisianareference shall be deemed to refer to you. Unless otherwise defined herein, LLC Security Type: Collateral Trust terms defined in the Underwriting Agreement are used herein as therein defined. Each of the Representatives designated to act on behalf of the other Representatives and on behalf of each of the other Underwriters of the First Mortgage Bonds (SEC Registered)pursuant to Section 13 of the Underwriting Agreement and the address of the Representatives referred to in such Section 13 are set forth at the end of Schedule II hereto. Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the principal amount of the First Mortgage Bonds set forth opposite the name of such Underwriter in Schedule I hereto.
Appears in 1 contract
Qualified Financial Contracts. In the event that any Underwriter that is a Covered Entity (as defined below) becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined below), the transfer from such Underwriter of this Underwriting Agreement, and any interest and obligation in or under this Underwriting Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Underwriting Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. In the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate (as defined below) of such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined below) under this Underwriting Agreement that may be exercised against such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Underwriting Agreement were governed by the laws of the United States or a state of the United States. “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k). “Covered Entity” means any of the following: (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b). “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable. “U.S. Special Resolution Regime” means each of (x) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (y) Title II of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and the regulations promulgated thereunder. [Signature page follows] If the foregoing is in accordance with your understanding, please sign and return to us a counterpart hereof. Very truly yours, Entergy Louisiana, LLC Ameren Illinois Company By: ________________________________ /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Vice President and Treasurer Accepted as of the date first above writtenhereof: [Names BofA Securities, Inc. ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co. LLC RBC Capital Markets, LLC TD Securities (USA) LLC As Representatives of Underwriters] the several Underwriters BofA Securities, Inc. ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co. LLC By: [Name of Representative] /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ By: ____________________________ /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇ Title: Managing Director Title: Managing Director RBC Capital Markets, LLC TD Securities (USA) LLC By: [Name of Representative] /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ By: ____________________________ /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: $Authorized Signatory Title: Director [________Signature Page to the Underwriting Agreement] [__]% Series due [________]BofA Securities, 20[__] [______] $ [_________] [______] [_________] [______] [_________] TOTAL $ [_________] Part A – Inc. ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co. LLC RBC Capital Markets, LLC TD Securities (USA) LLC As Representatives of the several Underwriters named in Schedule of Free Writing Prospectuses included I hereto c/o BofA Securities, Inc. One Bryant Park New York, New York 10036 ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co. LLC ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ New York, New York 10282 RBC Capital Markets, LLC Brookfield Place ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, 8th Floor New York, New York 10281 TD Securities (USA) LLC ▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ Floor New York, New York 10017 Ladies and Gentlemen: Ameren Illinois Company, an Illinois corporation (the “Company”), proposes, subject to the terms and conditions stated herein and in the Disclosure Package • Final Term Sheet attached Underwriting Agreement, dated November 8, 2022 (the “Underwriting Agreement”), between the Company on the one hand and the Underwriters named in Schedule I hereto (the “Underwriters”), for whom BofA Securities, Inc., ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co. LLC, RBC Capital Markets, LLC and TD Securities (USA) LLC are acting as representatives (the “Representatives”), on the other hand, to this issue and sell to the Underwriters the First Mortgage Bonds specified in Schedule II hereto (the “First Mortgage Bonds”) with the terms set forth in Schedule III hereto. Each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety, and shall be deemed to be a part of this Pricing Agreement to the same extent as Annex A (Issuer Free Writing Prospectus) Part B – Schedule if such provisions had been set forth in full herein, and each of Free Writing Prospectuses not included the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement. Each reference to the Representatives herein and in the Disclosure Package • None Part C – Additional Documents Incorporated provisions of the Underwriting Agreement so incorporated by Reference • None Part D – Additional Information • None $[________] Issuer: Entergy Louisianareference shall be deemed to refer to you. Unless otherwise defined herein, LLC Security Type: Collateral Trust terms defined in the Underwriting Agreement are used herein as therein defined. Each of the Representatives designated to act on behalf of the other Representatives and on behalf of each of the other Underwriters of the First Mortgage Bonds (SEC Registered)pursuant to Section 13 of the Underwriting Agreement and the address of the Representatives referred to in such Section 13 are set forth at the end of Schedule II hereto. Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the principal amount of the First Mortgage Bonds set forth opposite the name of such Underwriter in Schedule I hereto.
Appears in 1 contract
Qualified Financial Contracts. In the event that any Underwriter that is a Covered Entity (as defined below) becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined below), the transfer from such Underwriter of this Underwriting Agreement, and any interest and obligation in or under this Underwriting Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Underwriting Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. In the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate (as defined below) of such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined below) under this Underwriting Agreement that may be exercised against such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Underwriting Agreement were governed by the laws of the United States or a state of the United States. “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k). “Covered Entity” means any of the following: (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b). “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable. “U.S. Special Resolution Regime” means each of (x) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (y) Title II of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and the regulations promulgated thereunder. [Signature page follows] If the foregoing is in accordance with your understanding, please sign and return to us a counterpart hereof. Very truly yours, Entergy Louisiana, LLC UNION ELECTRIC COMPANY By: ________________________________ /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Vice President & Treasurer Accepted as of the date first above writtenhereof: [Names BARCLAYS CAPITAL INC. BOFA SECURITIES, INC. RBC CAPITAL MARKETS, LLC As Representatives of Underwriters] the several Underwriters BARCLAYS CAPITAL INC. By: [Name of Representative] /s/ ▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇ Title: Managing Director BOFA SECURITIES, INC. By: ____________________________ /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇ Title: Managing Director RBC CAPITAL MARKETS, LLC By: [Name of Representative] By: ____________________________ /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: $Authorized Signatory [________Signature Page to the Underwriting Agreement] [__]% Series due [________]Barclays Capital Inc. BofA Securities, 20[__] [______] $ [_________] [______] [_________] [______] [_________] TOTAL $ [_________] Part A – Inc. RBC Capital Markets, LLC As Representatives of the several Underwriters named in Schedule of Free Writing Prospectuses included I hereto c/o Barclays Capital Inc. ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ BofA Securities, Inc. ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ RBC Capital Markets, LLC Brookfield Place ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, 8th Floor New York, New York 10281 Ladies and Gentlemen: Union Electric Company, a Missouri corporation (the “Company”), proposes, subject to the terms and conditions stated herein and in the Disclosure Package • Final Term Sheet attached Underwriting Agreement, dated October 1, 2020 (the “Underwriting Agreement”), between the Company on the one hand and the Underwriters named in Schedule I hereto (the “Underwriters”), for whom Barclays Capital Inc., BofA Securities, Inc. and RBC Capital Markets, LLC are acting as representatives (the “Representatives”), on the other hand, to this issue and sell to the Underwriters the First Mortgage Bonds specified in Schedule II hereto (the “First Mortgage Bonds”) with the terms set forth in Schedule III hereto. Each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety, and shall be deemed to be a part of this Pricing Agreement to the same extent as Annex A (Issuer Free Writing Prospectus) Part B – Schedule if such provisions had been set forth in full herein, and each of Free Writing Prospectuses not included the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement. Each reference to the Representatives herein and in the Disclosure Package • None Part C – Additional Documents Incorporated provisions of the Underwriting Agreement so incorporated by Reference • None Part D – Additional Information • None $[________] Issuer: Entergy Louisianareference shall be deemed to refer to you. Unless otherwise defined herein, LLC Security Type: Collateral Trust terms defined in the Underwriting Agreement are used herein as therein defined. Each of the Representatives designated to act on behalf of the other Representatives and on behalf of each of the other Underwriters of the First Mortgage Bonds (SEC Registered)pursuant to Section 13 of the Underwriting Agreement and the address of the Representatives referred to in such Section 13 are set forth at the end of Schedule II hereto. Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the principal amount of the First Mortgage Bonds set forth opposite the name of such Underwriter in Schedule I hereto.
Appears in 1 contract
Qualified Financial Contracts. In the event that any Underwriter that is a Covered Entity (as defined below) becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined below), the transfer from such Underwriter of this Underwriting Agreement, and any interest and obligation in or under this Underwriting Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Underwriting Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. In the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate (as defined below) of such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined below) under this Underwriting Agreement that may be exercised against such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Underwriting Agreement were governed by the laws of the United States or a state of the United States. “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k). “Covered Entity” means any of the following: (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b). “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable. “U.S. Special Resolution Regime” means each of (x) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (y) Title II of the D▇▇▇▇-▇-F▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and the regulations promulgated thereunder. [Signature page follows] If the foregoing is in accordance with your understanding, please sign and return to us a counterpart hereof. Very truly yours, Entergy Louisiana, LLC AMEREN ILLINOIS COMPANY By: ________________________________ /s/ D▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: D▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Vice President & Treasurer Accepted as of the date first above writtenhereof: [Names RBC Capital Markets, LLC TD Securities (USA) LLC Truist Securities, Inc. W▇▇▇▇ Fargo Securities, LLC As Representatives of Underwriters] the several Underwriters RBC Capital Markets, LLC TD Securities (USA) LLC By: [Name of Representative] /s/ S▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ By: ____________________________ /s/ L▇▇▇ ▇▇▇▇▇▇▇▇ Name: S▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Name: L▇▇▇ ▇▇▇▇▇▇▇▇ Title: Authorized Signatory Title: Director Truist Securities, Inc. W▇▇▇▇ Fargo Securities, LLC By: [Name of Representative] /s/ R▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ By: ____________________________ /s/ C▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: R▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Name: C▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: $Director Title: Managing Director [________Signature Page to the Underwriting Agreement] [__]% Series due [________]RBC Capital Markets, 20[__] [______] $ [_________] [______] [_________] [______] [_________] TOTAL $ [_________] Part A – LLC TD Securities (USA) LLC Truist Securities, Inc. W▇▇▇▇ Fargo Securities, LLC As Representatives of the several Underwriters named in Schedule of Free Writing Prospectuses included I hereto c/o RBC Capital Markets, LLC Brookfield Place 2▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, 8th Floor New York, New York 10281 TD Securities (USA) LLC 1 ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ Floor New York, New York 10017 Truist Securities, Inc. 3▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ Atlanta, Georgia 30326 W▇▇▇▇ Fargo Securities, LLC 5▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, 5th Floor Charlotte, North Carolina 28202 Ladies and Gentlemen: Ameren Illinois Company, an Illinois corporation (the “Company”), proposes, subject to the terms and conditions stated herein and in the Disclosure Package • Final Term Sheet attached Underwriting Agreement, dated June 22, 2021 (the “Underwriting Agreement”), between the Company on the one hand and the Underwriters named in Schedule I hereto (the “Underwriters”), for whom RBC Capital Markets, LLC, TD Securities (USA) LLC, Truist Securities, Inc. and W▇▇▇▇ Fargo Securities, LLC are acting as representatives (the “Representatives”), on the other hand, to this issue and sell to the Underwriters the First Mortgage Bonds specified in Schedule II hereto (the “First Mortgage Bonds”) with the terms set forth in Schedule III hereto. Each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety, and shall be deemed to be a part of this Pricing Agreement to the same extent as Annex A (Issuer Free Writing Prospectus) Part B – Schedule if such provisions had been set forth in full herein, and each of Free Writing Prospectuses not included the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement. Each reference to the Representatives herein and in the Disclosure Package • None Part C – Additional Documents Incorporated provisions of the Underwriting Agreement so incorporated by Reference • None Part D – Additional Information • None $[________] Issuer: Entergy Louisianareference shall be deemed to refer to you. Unless otherwise defined herein, LLC Security Type: Collateral Trust terms defined in the Underwriting Agreement are used herein as therein defined. Each of the Representatives designated to act on behalf of the other Representatives and on behalf of each of the other Underwriters of the First Mortgage Bonds (SEC Registered)pursuant to Section 13 of the Underwriting Agreement and the address of the Representatives referred to in such Section 13 are set forth at the end of Schedule II hereto. Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the principal amount of the First Mortgage Bonds set forth opposite the name of such Underwriter in Schedule I hereto.
Appears in 1 contract
Qualified Financial Contracts. In the event that any Underwriter that is a Covered Entity (as defined below) becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined below), the transfer from such Underwriter of this Underwriting Agreement, and any interest and obligation in or under this Underwriting Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Underwriting Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. In the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate (as defined below) of such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined below) under this Underwriting Agreement that may be exercised against such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Underwriting Agreement were governed by the laws of the United States or a state of the United States. “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k). “Covered Entity” means any of the following: (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b). “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable. “U.S. Special Resolution Regime” means each of (x) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (y) Title II of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and the regulations promulgated thereunder. [Signature page follows] If the foregoing is in accordance with your understanding, please sign and return to us a counterpart hereof. Very truly yours, Entergy Louisiana, LLC AMEREN ILLINOIS COMPANY By: ________________________________ /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Vice President & Treasurer Accepted as of the date first above writtenhereof: [Names MIZUHO SECURITIES USA LLC SMBC NIKKO SECURITIES AMERICA, INC. TRUIST SECURITIES, INC. As Representatives of Underwriters] the several Underwriters MIZUHO SECURITIES USA LLC SMBC NIKKO SECURITIES AMERICA, INC. By: [Name of Representative] /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ By: ____________________________ /s/ ▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇. ▇▇▇▇▇ Title: Managing Director Title: Managing Director TRUIST SECURITIES, INC. By: [Name of Representative] By: ____________________________ /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Title: $Director [________Signature Page to the Underwriting Agreement] [__]% Series due [________]Mizuho Securities USA LLC SMBC Nikko Securities America, 20[__] [______] $ [_________] [______] [_________] [______] [_________] TOTAL $ [_________] Part A – Inc. Truist Securities, Inc. As Representatives of the several Underwriters named in Schedule I hereto c/o Mizuho Securities USA LLC 1271 Avenue of Free Writing Prospectuses included the Americas ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ SMBC Nikko Securities America, Inc. ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Truist Securities, Inc. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ Ladies and Gentlemen: Ameren Illinois Company, an Illinois corporation (the “Company”), proposes, subject to the terms and conditions stated herein and in the Disclosure Package • Final Term Sheet attached Underwriting Agreement, dated November 9, 2020 (the “Underwriting Agreement”), between the Company on the one hand and the Underwriters named in Schedule I hereto (the “Underwriters”), for whom Mizuho Securities USA LLC, SMBC Nikko Securities America, Inc. and Truist Securities, Inc. are acting as representatives (the “Representatives”), on the other hand, to this issue and sell to the Underwriters the First Mortgage Bonds specified in Schedule II hereto (the “First Mortgage Bonds”) with the terms set forth in Schedule III hereto. Each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety, and shall be deemed to be a part of this Pricing Agreement to the same extent as Annex A (Issuer Free Writing Prospectus) Part B – Schedule if such provisions had been set forth in full herein, and each of Free Writing Prospectuses not included the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement. Each reference to the Representatives herein and in the Disclosure Package • None Part C – Additional Documents Incorporated provisions of the Underwriting Agreement so incorporated by Reference • None Part D – Additional Information • None $[________] Issuer: Entergy Louisianareference shall be deemed to refer to you. Unless otherwise defined herein, LLC Security Type: Collateral Trust terms defined in the Underwriting Agreement are used herein as therein defined. Each of the Representatives designated to act on behalf of the other Representatives and on behalf of each of the other Underwriters of the First Mortgage Bonds (SEC Registered)pursuant to Section 13 of the Underwriting Agreement and the address of the Representatives referred to in such Section 13 are set forth at the end of Schedule II hereto. Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the principal amount of the First Mortgage Bonds set forth opposite the name of such Underwriter in Schedule I hereto.
Appears in 1 contract
Qualified Financial Contracts. In the event that any Underwriter that is a Covered Entity (as defined below) becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined below), the transfer from such Underwriter of this Underwriting Agreement, and any interest and obligation in or under this Underwriting Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Underwriting Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. In the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate (as defined below) of such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined below) under this Underwriting Agreement that may be exercised against such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Underwriting Agreement were governed by the laws of the United States or a state of the United States. “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k). “Covered Entity” means any of the following: (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b). “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable. “U.S. Special Resolution Regime” means each of (x) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (y) Title II of the D▇▇▇▇-▇-F▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and the regulations promulgated thereunder. [Signature page follows] If the foregoing is in accordance with your understanding, please sign and return to us a counterpart hereof. Very truly yours, Entergy Louisiana, LLC Ameren Illinois Company By: ________________________________ /s/ D▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: D▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Vice President and Treasurer Accepted as of the date first above writtenhereof: [Names MUFG Securities Americas Inc. PNC Capital Markets LLC Scotia Capital (USA) Inc. SMBC Nikko Securities America, Inc. Truist Securities, Inc. As Representatives of Underwriters] the several Underwriters MUFG Securities Americas Inc. PNC Capital Markets LLC By: [Name of Representative] /s/ M▇▇▇▇▇ ▇▇▇▇ By: ____________________________ /s/ V▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: M▇▇▇▇▇ ▇▇▇▇ Name: V▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Managing Director Title: Managing Director Scotia Capital (USA) Inc. SMBC Nikko Securities America, Inc. By: [Name of Representative] /s/ E▇▇▇ ▇▇▇▇ By: ____________________________ /s/ J▇▇▇ ▇▇▇▇▇▇ Name: E▇▇▇ ▇▇▇▇ Name: J▇▇▇ ▇▇▇▇▇▇ Title: $Managing Director Title: Managing Director By: /s/ R▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Name: R▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Title: Director [________Signature Page to the Underwriting Agreement] [__]% Series due [________]MUFG Securities Americas Inc. PNC Capital Markets LLC Scotia Capital (USA) Inc. SMBC Nikko Securities America, 20[__] [______] $ [_________] [______] [_________] [______] [_________] TOTAL $ [_________] Part A – Inc. Truist Securities, Inc. As Representatives of the several Underwriters named in Schedule of Free Writing Prospectuses included I hereto c/o MUFG Securities Americas Inc. 1▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ New York, New York 10020 PNC Capital Markets LLC 3▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ Floor Pittsburgh, Pennsylvania 15222 Scotia Capital (USA) Inc. 2▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ New York, New York 10281 SMBC Nikko Securities America, Inc. 2▇▇ ▇▇▇▇ ▇▇▇▇▇▇ New York, New York 10172 Truist Securities, Inc. 3▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ Atlanta, Georgia 30326 Ladies and Gentlemen: Ameren Illinois Company, an Illinois corporation (the “Company”), proposes, subject to the terms and conditions stated herein and in the Disclosure Package • Final Term Sheet attached Underwriting Agreement, May 23, 2023 (the “Underwriting Agreement”), between the Company on the one hand and the Underwriters named in Schedule I hereto (the “Underwriters”), for whom MUFG Securities Americas Inc., PNC Capital Markets LLC, Scotia Capital (USA) Inc., SMBC Nikko Securities America, Inc. and Truist Securities, Inc. are acting as representatives (the “Representatives”), on the other hand, to this issue and sell to the Underwriters the First Mortgage Bonds specified in Schedule II hereto (the “First Mortgage Bonds”) with the terms set forth in Schedule III hereto. Each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety, and shall be deemed to be a part of this Pricing Agreement to the same extent as Annex A (Issuer Free Writing Prospectus) Part B – Schedule if such provisions had been set forth in full herein, and each of Free Writing Prospectuses not included the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement. Each reference to the Representatives herein and in the Disclosure Package • None Part C – Additional Documents Incorporated provisions of the Underwriting Agreement so incorporated by Reference • None Part D – Additional Information • None $[________] Issuer: Entergy Louisianareference shall be deemed to refer to you. Unless otherwise defined herein, LLC Security Type: Collateral Trust terms defined in the Underwriting Agreement are used herein as therein defined. Each of the Representatives designated to act on behalf of the other Representatives and on behalf of each of the other Underwriters of the First Mortgage Bonds (SEC Registered)pursuant to Section 13 of the Underwriting Agreement and the address of the Representatives referred to in such Section 13 are set forth at the end of Schedule II hereto. Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the principal amount of the First Mortgage Bonds set forth opposite the name of such Underwriter in Schedule I hereto.
Appears in 1 contract
Qualified Financial Contracts. In the event that any the Underwriter that is a Covered Entity (as defined below) becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined below), the transfer from such the Underwriter of this Underwriting Agreement, and any interest and obligation in or under this Underwriting Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Underwriting Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. In the event that any the Underwriter that is a Covered Entity or a BHC Act Affiliate (as defined below) of such the Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined below) under this Underwriting Agreement that may be exercised against such the Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Underwriting Agreement were governed by the laws of the United States or a state of the United States. “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k). “Covered Entity” means any of the following: (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b). “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable. “U.S. Special Resolution Regime” means each of (x) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (y) Title II of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and the regulations promulgated thereunder. [Signature page follows] If the foregoing is in accordance with your understanding, please sign and return to the Company the enclosed duplicate hereof. Very truly yours, Entergy Louisiana, LLC AMEREN CORPORATION By: ________________________________ /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Vice President and Treasurer Accepted as of the date first above writtenhereof: [Names of Underwriters] ▇▇▇▇▇▇▇ ▇▇▇▇▇ & CO. LLC in its capacity as Underwriter By: [Name /s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ Name: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ Title: Managing Director Accepted as of Representative] the date hereof: ▇▇▇▇▇▇▇ SACHS & CO. LLC in its capacity as Forward Seller By: ____________________________ /s/ ▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇ Title: Managing Director ▇▇▇▇▇▇▇ ▇▇▇▇▇ & CO. LLC Acting in its capacity as Forward Purchaser, solely as the recipient and/or beneficiary of certain representations, warranties, covenants and indemnities set forth in this Agreement By: [Name of Representative] By: ____________________________ /s/ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ Name: ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ Title: $[________] [__]% Series due [________]Managing Director Warner ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, 20[__] [______] $ [_________] [______] [_________] [______] [_________] TOTAL $ [_________] Part A – Schedule of Free Writing Prospectuses included in the Disclosure Package • Final Term Sheet attached to this Schedule II as Annex A (Issuer Free Writing Prospectus) Part B – Schedule of Free Writing Prospectuses not included in the Disclosure Package • None Part C – Additional Documents Incorporated by Reference • None Part D – Additional Information • None $[________] Issuer: Entergy Louisiana, LLC Security Type: Collateral Trust Mortgage Bonds (SEC Registered)▇▇. ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Appears in 1 contract
Sources: Underwriting Agreement (Ameren Corp)
Qualified Financial Contracts. In the event that any Underwriter that is a Covered Entity (as defined below) becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined below), the transfer from such Underwriter of this Underwriting Agreement, and any interest and obligation in or under this Underwriting Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Underwriting Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. In the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate (as defined below) of such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined below) under this Underwriting Agreement that may be exercised against such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Underwriting Agreement were governed by the laws of the United States or a state of the United States. “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k). “Covered Entity” means any of the following: (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b). “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable. “U.S. Special Resolution Regime” means each of (x) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (y) Title II of the D▇▇▇▇-▇-F▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and the regulations promulgated thereunder. [Signature page follows] If the foregoing is in accordance with your understanding, please sign and return to us a counterpart hereof. Very truly yours, Entergy Louisiana, LLC Union Electric Company By: ________________________________ /s/ D▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: D▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Vice President and Treasurer Accepted as of the date first above writtenhereof: [Names BNY Mellon Capital Markets, LLC J.▇. ▇▇▇▇▇▇ Securities LLC Mizuho Securities USA LLC U.S. Bancorp Investments, Inc. As Representatives of Underwriters] the several Underwriters BNY Mellon Capital Markets, LLC J.▇. ▇▇▇▇▇▇ Securities LLC By: [Name of Representative] /s/ D▇▇ ▇▇▇▇▇▇▇ By: ____________________________ /s/ R▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: D▇▇ ▇▇▇▇▇▇▇ Name: R▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: MD Title: Executive Director Mizuho Securities USA LLC U.S. Bancorp Investments, Inc. By: [Name of Representative] /s/ S▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ By: ____________________________ /s/ I▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: S▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: I▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: $Managing Director Title: Vice President [________Signature Page to the Underwriting Agreement] [__]% Series due [________]BNY Mellon Capital Markets, 20[__] [______] $ [_________] [______] [_________] [______] [_________] TOTAL $ [_________] Part A – LLC J.▇. ▇▇▇▇▇▇ Securities LLC Mizuho Securities USA LLC U.S. Bancorp Investments, Inc. As Representatives of the several Underwriters named in Schedule of Free Writing Prospectuses included I hereto c/o BNY Mellon Capital Markets, LLC 2▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ New York, New York 10286 J.▇. ▇▇▇▇▇▇ Securities LLC 3▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ New York, New York 10179 Mizuho Securities USA LLC 1▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ New York, New York 10020 U.S. Bancorp Investments, Inc. 2▇▇ ▇. ▇▇▇▇▇ Street, 26th Floor Charlotte, North Carolina 28202 Ladies and Gentlemen: Union Electric Company, a Missouri corporation (the “Company”), proposes, subject to the terms and conditions stated herein and in the Disclosure Package • Final Term Sheet attached Underwriting Agreement, dated March 25, 2024 (the “Underwriting Agreement”), between the Company on the one hand and the Underwriters named in Schedule I hereto (the “Underwriters”), for whom BNY Mellon Capital Markets, LLC, J.▇. ▇▇▇▇▇▇ Securities LLC, Mizuho Securities USA LLC and U.S. Bancorp Investments, Inc. are acting as representatives (the “Representatives”), on the other hand, to this issue and sell to the Underwriters the First Mortgage Bonds specified in Schedule II hereto (the “First Mortgage Bonds”) with the terms set forth in Schedule III hereto. Each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety, and shall be deemed to be a part of this Pricing Agreement to the same extent as Annex A (Issuer Free Writing Prospectus) Part B – Schedule if such provisions had been set forth in full herein, and each of Free Writing Prospectuses not included the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement. Each reference to the Representatives herein and in the Disclosure Package • None Part C – Additional Documents Incorporated provisions of the Underwriting Agreement so incorporated by Reference • None Part D – Additional Information • None $[________] Issuer: Entergy Louisianareference shall be deemed to refer to you. Unless otherwise defined herein, LLC Security Type: Collateral Trust terms defined in the Underwriting Agreement are used herein as therein defined. Each of the Representatives designated to act on behalf of the other Representatives and on behalf of each of the other Underwriters of the First Mortgage Bonds (SEC Registered)pursuant to Section 13 of the Underwriting Agreement and the address of the Representatives referred to in such Section 13 are set forth at the end of Schedule II hereto. Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the principal amount of the First Mortgage Bonds set forth opposite the name of such Underwriter in Schedule I hereto.
Appears in 1 contract
Qualified Financial Contracts. In the event that any Underwriter that is a Covered Entity (as defined below) becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined below), the transfer from such Underwriter of this Underwriting Agreement, and any interest and obligation in or under this Underwriting Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Underwriting Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. In the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate (as defined below) of such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined below) under this Underwriting Agreement that may be exercised against such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Underwriting Agreement were governed by the laws of the United States or a state of the United States. “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k). “Covered Entity” means any of the following: (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b). “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable. “U.S. Special Resolution Regime” means each of (x) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (y) Title II of the D▇▇▇▇-▇-F▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and the regulations promulgated thereunder. [Signature page follows] If the foregoing is in accordance with your understanding, please sign and return to us a counterpart hereof. Very truly yours, Entergy Louisiana, LLC Union Electric Company By: ________________________________ /s/ D▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: D▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Vice President and Treasurer Accepted as of the date first above writtenhereof: [Names G▇▇▇▇▇▇ S▇▇▇▇ & Co. LLC RBC Capital Markets, LLC Scotia Capital (USA) Inc. SMBC Nikko Securities America, Inc. As Representatives of Underwriters] the several Underwriters G▇▇▇▇▇▇ S▇▇▇▇ & Co. LLC RBC Capital Markets, LLC By: [Name of Representative] /s/ K▇▇▇▇ ▇▇▇▇▇▇ By: ____________________________ /s/ S▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Name: K▇▇▇▇ ▇▇▇▇▇▇ Name: S▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Title: Managing Director Title: Authorized Signatory Scotia Capital (USA) Inc. SMBC Nikko Securities America, Inc. By: [Name of Representative] /s/ M▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ By: ____________________________ /s/ T▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: M▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: T▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: $Managing Director & Head of U.S. Debt Origination Title: Managing Director [________Signature Page to the Underwriting Agreement] [__]% Series due [________]G▇▇▇▇▇▇ S▇▇▇▇ & Co. LLC RBC Capital Markets, 20[__] [______] $ [_________] [______] [_________] [______] [_________] TOTAL $ [_________] Part A – LLC Scotia Capital (USA) Inc. SMBC Nikko Securities America, Inc. As Representatives of the several Underwriters named in Schedule of Free Writing Prospectuses included I hereto c/o Goldman S▇▇▇▇ & Co. LLC 2▇▇ ▇▇▇▇ ▇▇▇▇▇▇ New York, New York 10282 RBC Capital Markets, LLC Brookfield Place 2▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, 8th Floor New York, New York 10281 Scotia Capital (USA) Inc. 2▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ New York, New York 10281 SMBC Nikko Securities America, Inc. 2▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ New York, New York 10172 Ladies and Gentlemen: Union Electric Company, a Missouri corporation (the “Company”), proposes, subject to the terms and conditions stated herein and in the Disclosure Package • Final Term Sheet attached Underwriting Agreement, dated March 26, 2025 (the “Underwriting Agreement”), between the Company on the one hand and the Underwriters named in Schedule I hereto (the “Underwriters”), for whom G▇▇▇▇▇▇ S▇▇▇▇ & Co. LLC, RBC Capital Markets, LLC, Scotia Capital (USA) Inc. and SMBC Nikko Securities America, Inc. are acting as representatives (the “Representatives”), on the other hand, to this issue and sell to the Underwriters the First Mortgage Bonds specified in Schedule II hereto (the “First Mortgage Bonds”) with the terms set forth in Schedule III hereto. Each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety, and shall be deemed to be a part of this Pricing Agreement to the same extent as Annex A (Issuer Free Writing Prospectus) Part B – Schedule if such provisions had been set forth in full herein, and each of Free Writing Prospectuses not included the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement. Each reference to the Representatives herein and in the Disclosure Package • None Part C – Additional Documents Incorporated provisions of the Underwriting Agreement so incorporated by Reference • None Part D – Additional Information • None $[________] Issuer: Entergy Louisianareference shall be deemed to refer to you. Unless otherwise defined herein, LLC Security Type: Collateral Trust terms defined in the Underwriting Agreement are used herein as therein defined. Each of the Representatives designated to act on behalf of the other Representatives and on behalf of each of the other Underwriters of the First Mortgage Bonds (SEC Registered)pursuant to Section 13 of the Underwriting Agreement and the address of the Representatives referred to in such Section 13 are set forth at the end of Schedule II hereto. Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the principal amount of the First Mortgage Bonds set forth opposite the name of such Underwriter in Schedule I hereto.
Appears in 1 contract
Qualified Financial Contracts. In the event that any Underwriter that is a Covered Entity (as defined below) becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined below), the transfer from such Underwriter of this Underwriting Agreement, and any interest and obligation in or under this Underwriting Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Underwriting Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. In the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate (as defined below) of such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined below) under this Underwriting Agreement that may be exercised against such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Underwriting Agreement were governed by the laws of the United States or a state of the United States. “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k). “Covered Entity” means any of the following: (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b). “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable. “U.S. Special Resolution Regime” means each of (x) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (y) Title II of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and the regulations promulgated thereunder. [Signature page follows] Very truly yours, Entergy Louisiana, LLC Corporation By: ________________________________ Name: Title: Accepted as of the date first above written: [Names of Underwriters] By: [Name of Representative] By: ____________________________ Name: Title: By: [Name of Representative] By: ____________________________ Name: Title: $[________] [__]% Series due [________], 20[__] [______] $ [_________] [______] ]. [_________] [______] [_________] TOTAL $ [_________] Part A – Schedule of Free Writing Prospectuses included in the Disclosure Package • Final Term Sheet relating to the Notes attached to this Schedule II as Annex A (Issuer Free Writing Prospectus) Part B – Schedule of Free Writing Prospectuses not included in the Disclosure Package • None Part C – Additional Documents Incorporated by Reference • None Part D – Additional Information • None $Issuer: Entergy Corporation Security Type: Senior Notes (SEC Registered) Expected Ratings(1): [___] ([______] outlook) by ▇▇▇▇▇’▇ Investors Service, Inc. [___] ([______] outlook) by S&P Global Ratings Trade Date: [________], 20[__] IssuerSettlement Date (T+[__])[(2)]: Entergy Louisiana[________], LLC Security Type: Collateral Trust Mortgage Bonds (SEC Registered)20[__]
Appears in 1 contract
Qualified Financial Contracts. In the event that any Underwriter that is a Covered Entity (as defined below) becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined below), the transfer from such Underwriter of this Underwriting Agreement, and any interest and obligation in or under this Underwriting Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Underwriting Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. In the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate (as defined below) of such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined below) under this Underwriting Agreement that may be exercised against such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Underwriting Agreement were governed by the laws of the United States or a state of the United States. “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k). “Covered Entity” means any of the following: (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b). “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable. “U.S. Special Resolution Regime” means each of (x) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (y) Title II of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and the regulations promulgated thereunder. [Signature page follows] If the foregoing is in accordance with your understanding, please sign and return to the Company the enclosed duplicate hereof, whereupon this Agreement will become a binding agreement between the Company and the Underwriters in accordance with its terms. Very truly yours, Entergy Louisiana, LLC By: ________________________________ /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Vice President and Treasurer Accepted as of the date first above written: [Names of Underwriters] By: [Name of Representative] By: ____________________________ Name: Titlehereof: By: [Name of Representative] /s/ ▇▇▇▇▇▇ ▇▇▇▇▇ By: ____________________________ /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇ Title: $[________] [__]% Series due [________], 20[__] [______] Managing Director Title: Managing Director By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Executive Director Title: Managing Director By: /s/ ▇▇▇▇▇▇ ▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇ Title: Managing Director For themselves and as Representatives of the other Underwriters named in Schedule I hereto Barclays Capital Inc. $ [_________] [______] [_________] [______] [_________] TOTAL $ [_________] Part A – Schedule of Free Writing Prospectuses included in the Disclosure Package • Final Term Sheet attached to this Schedule II as Annex A (Issuer Free Writing Prospectus) Part B – Schedule of Free Writing Prospectuses not included in the Disclosure Package • None Part C – Additional Documents Incorporated by Reference • None Part D – Additional Information • None $[________] Issuer: Entergy Louisiana133,700,000 ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co. LLC 133,700,000 ▇.▇. ▇▇▇▇▇▇ Securities LLC 133,700,000 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC 133,700,000 MUFG Securities Americas Inc. 133,700,000 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, LLC Security Type: Collateral Trust Mortgage Bonds (SEC Registered)10,500,000 MFR Securities, Inc. 10,500,000 ▇▇▇▇▇▇▇▇ Financial Group, Inc. 10,500,000 Total $ 700,000,000
Appears in 1 contract
Sources: Underwriting Agreement (Ameren Corp)
Qualified Financial Contracts. In the event that any Underwriter that is a Covered Entity (as defined below) becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined below), the transfer from such Underwriter of this Underwriting Agreement, and any interest and obligation in or under this Underwriting Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Underwriting Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. In the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate (as defined below) of such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined below) under this Underwriting Agreement that may be exercised against such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Underwriting Agreement were governed by the laws of the United States or a state of the United States. “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k). “Covered Entity” means any of the following: (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b). “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable. “U.S. Special Resolution Regime” means each of (x) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (y) Title II of the D▇▇▇▇-▇-F▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and the regulations promulgated thereunder. [Signature page follows] If the foregoing is in accordance with your understanding, please sign and return to us a counterpart hereof. Very truly yours, Entergy Louisiana, LLC Union Electric Company By: ________________________________ /s/ D▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: D▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Vice President and Treasurer Accepted as of the date first above writtenhereof: [Names BofA Securities, Inc. KeyBanc Capital Markets Inc. RBC Capital Markets, LLC TD Securities (USA) LLC U.S. Bancorp Investments, Inc. As Representatives of Underwriters] the several Underwriters BofA Securities, Inc. KeyBanc Capital Markets Inc. By: [Name of Representative] /s/ S▇▇▇▇ ▇▇▇▇▇▇ By: ____________________________ /s/ K▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: S▇▇▇▇ ▇▇▇▇▇▇ Name: K▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Managing Director Title: Vice President RBC Capital Markets, LLC TD Securities (USA) LLC By: [Name of Representative] /s/ S▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ By: ____________________________ /s/ L▇▇▇ ▇▇▇▇▇▇▇▇ Name: S▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ Name: L▇▇▇ ▇▇▇▇▇▇▇▇ Title: $Authorized Signatory Title: Director U.S. Bancorp Investments, Inc. By: /s/ I▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: I▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Vice President [________Signature Page to the Underwriting Agreement] [__]% Series due [________]BofA Securities, 20[__] [______] $ [_________] [______] [_________] [______] [_________] TOTAL $ [_________] Part A – Inc. KeyBanc Capital Markets Inc. RBC Capital Markets, LLC TD Securities (USA) LLC U.S. Bancorp Investments, Inc. As Representatives of the several Underwriters named in Schedule of Free Writing Prospectuses included I hereto c/o BofA Securities, Inc. O▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ KeyBanc Capital Markets Inc. 1▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ RBC Capital Markets, LLC Brookfield Place 2▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, 8th Floor New York, New York 10281 TD Securities (USA) LLC 1 ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ 10017 U.S. Bancorp Investments, Inc. 2▇▇ ▇. ▇▇▇▇▇ Street, 26th Floor Charlotte, North Carolina 28202 Ladies and Gentlemen: Union Electric Company, a Missouri corporation (the “Company”), proposes, subject to the terms and conditions stated herein and in the Disclosure Package • Final Term Sheet attached Underwriting Agreement, dated February 27, 2023 (the “Underwriting Agreement”), between the Company on the one hand and the Underwriters named in Schedule I hereto (the “Underwriters”), for whom BofA Securities, Inc., KeyBanc Capital Markets Inc., RBC Capital Markets, LLC, TD Securities (USA) LLC and U.S. Bancorp Investments, Inc. are acting as representatives (the “Representatives”), on the other hand, to this issue and sell to the Underwriters the First Mortgage Bonds specified in Schedule II hereto (the “First Mortgage Bonds”) with the terms set forth in Schedule III hereto. Each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety, and shall be deemed to be a part of this Pricing Agreement to the same extent as Annex A (Issuer Free Writing Prospectus) Part B – Schedule if such provisions had been set forth in full herein, and each of Free Writing Prospectuses not included the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement. Each reference to the Representatives herein and in the Disclosure Package • None Part C – Additional Documents Incorporated provisions of the Underwriting Agreement so incorporated by Reference • None Part D – Additional Information • None $[________] Issuer: Entergy Louisianareference shall be deemed to refer to you. Unless otherwise defined herein, LLC Security Type: Collateral Trust terms defined in the Underwriting Agreement are used herein as therein defined. Each of the Representatives designated to act on behalf of the other Representatives and on behalf of each of the other Underwriters of the First Mortgage Bonds (SEC Registered)pursuant to Section 13 of the Underwriting Agreement and the address of the Representatives referred to in such Section 13 are set forth at the end of Schedule II hereto. Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the principal amount of the First Mortgage Bonds set forth opposite the name of such Underwriter in Schedule I hereto.
Appears in 1 contract
Qualified Financial Contracts. In the event that any Underwriter that is a Covered Entity (as defined below) becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined below), the transfer from such Underwriter of this Underwriting Agreement, and any interest and obligation in or under this Underwriting Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Underwriting Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. In the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate (as defined below) of such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined below) under this Underwriting Agreement that may be exercised against such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Underwriting Agreement were governed by the laws of the United States or a state of the United States. “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k). “Covered Entity” means any of the following: (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b). “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable. “U.S. Special Resolution Regime” means each of (x) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (y) Title II of the D▇▇▇▇-▇-F▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and the regulations promulgated thereunder. [Signature page follows] If the foregoing is in accordance with your understanding, please sign and return to the Company the enclosed duplicate hereof, whereupon this Agreement will become a binding agreement between the Company and the Underwriters in accordance with its terms. Very truly yours, Entergy Louisiana, Ameren Corporation By: /s/ D▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: D▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Vice President and Treasurer Barclays Capital Inc. J.▇. ▇▇▇▇▇▇ Securities LLC By: ________________________________ /s/ J▇▇▇ ▇▇▇▇▇▇▇ By: /s/ R▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: J▇▇▇ ▇▇▇▇▇▇▇ Name: R▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Accepted Managing Director Title: Executive Director By: /s/ W. S▇▇▇▇ ▇▇▇▇▇▇▇▇ By: /s/ M▇▇▇▇▇ ▇▇▇▇ Name: W. S▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: M▇▇▇▇▇ ▇▇▇▇ Title: Managing Director Title: Managing Director By: /s/ C▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: C▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Managing Director For themselves and as Representatives of the date first above written: [Names of Underwriters] By: [Name of Representative] By: ____________________________ Name: Title: By: [Name of Representative] By: ____________________________ Name: Title: $[________] [__]% Series due [________], 20[__] [______] other Underwriters named in Schedule I hereto Barclays Capital Inc. $ [_________] [______] [_________] [______] [_________] TOTAL $ [_________] Part A – Schedule of Free Writing Prospectuses included in the Disclosure Package • Final Term Sheet attached to this Schedule II as Annex A (Issuer Free Writing Prospectus) Part B – Schedule of Free Writing Prospectuses not included in the Disclosure Package • None Part C – Additional Documents Incorporated by Reference • None Part D – Additional Information • None $[________] Issuer: Entergy Louisiana143,250,000 J.▇. ▇▇▇▇▇▇ Securities LLC 143,250,000 Mizuho Securities USA LLC 143,250,000 MUFG Securities Americas Inc. 143,250,000 W▇▇▇▇ Fargo Securities, LLC Security Type: Collateral Trust Mortgage Bonds (SEC Registered)143,250,000 C.▇. ▇▇▇▇ & Associates, Inc. 11,250,000 M▇▇▇▇▇▇▇ Financial Group, Inc. 11,250,000 R. ▇▇▇▇▇▇▇ & Co., LLC 11,250,000 Total $ 750,000,000
Appears in 1 contract
Sources: Underwriting Agreement (Ameren Corp)
Qualified Financial Contracts. In the event that any Underwriter that is a Covered Entity (as defined below) becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined below), the transfer from such Underwriter of this Underwriting Agreement, and any interest and obligation in or under this Underwriting Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Underwriting Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. In the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate (as defined below) of such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined below) under this Underwriting Agreement that may be exercised against such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Underwriting Agreement were governed by the laws of the United States or a state of the United States. “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k). “Covered Entity” means any of the following: (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b). “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable. “U.S. Special Resolution Regime” means each of (x) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (y) Title II of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and the regulations promulgated thereunder. [Signature page follows] If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among ETI, the Issuer and the several Underwriters. Very truly yours, Entergy LouisianaTexas, Inc. By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Vice President and Treasurer Entergy Texas Restoration Funding II, LLC By: ________________________________ /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Accepted as Vice President and Treasurer The foregoing Underwriting Agreement is hereby confirmed and accepted by the Representatives on behalf of the date first above written: [Names of Underwriters] By: [Name of Representative] By: ____________________________ Name: TitleUnderwriters named in Schedule II hereto: By: [Name of Representative] ▇▇▇▇▇▇▇ Sachs & Co. LLC By: ____________________________ /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: $[________] [__]% Series due [________]Managing Director By: Citigroup Global Markets Inc. By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Director Underwriting Agreement dated March 24, 20[__] [______] $ [_________] [______] [_________] [______] [_________] TOTAL $ [_________] Part A – Schedule of Free Writing Prospectuses included in the Disclosure Package • Final Term Sheet attached to this Schedule II as Annex A (Issuer Free Writing Prospectus) Part B – Schedule of Free Writing Prospectuses not included in the Disclosure Package • None Part C – Additional Documents Incorporated by Reference • None Part D – Additional Information • None $[________] Issuer2022 Registration Statement Nos.: Entergy Louisiana333-259253 and ▇▇▇-▇▇▇▇▇▇-▇▇ Representatives: ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co. LLC Citigroup Global Markets Inc. ▇▇▇▇▇▇▇ Sachs & Co. LLC ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, LLC Security Type▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attention: Collateral Trust Mortgage Bonds (SEC Registered)▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Email: ▇▇▇▇▇.▇▇▇▇▇▇▇▇▇@▇▇.▇▇▇ c/o Citigroup Global Markets Inc. ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇▇▇ ▇▇▇▇▇ Email: ▇▇▇▇▇▇▇.▇▇▇▇▇@▇▇▇▇.▇▇▇
Appears in 1 contract
Qualified Financial Contracts. In the event that any Underwriter that is a Covered Entity (as defined below) becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined below), the transfer from such Underwriter of this Underwriting Agreement, and any interest and obligation in or under this Underwriting Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Underwriting Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. In the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate (as defined below) of such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined below) under this Underwriting Agreement that may be exercised against such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Underwriting Agreement were governed by the laws of the United States or a state of the United States. “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k). “Covered Entity” means any of the following: (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b). “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable. “U.S. Special Resolution Regime” means each of (x) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (y) Title II of the ▇▇▇▇Dodd-▇▇▇▇▇ ▇▇▇▇ Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder. [Signature page follows] If the foregoing is in accordance with your understanding, please sign and return to the Company the enclosed duplicate hereof. Very truly yours, Entergy Louisiana, LLC Ameren Corporation By: ________________________________ /s/ Darryl T. Sagel Name: Darryl T. Sagel Title: Vice President and Treasurer Accepted as of the date first above writtenhereof: [Goldman Sachs & Co. LLC J.P. Morgan Securities LLC By: /s/ Ryan Cunn By: /s/ Bobby Wiebe Name: Ryan Cunn Name: Bobby Wiebe Title: Managing Director Title: Vice President By: /s/ Robert Stowe By: /s/ Michael Tiedemann Name: Robert Stowe Name: Michael Tiedemann Title: Managing Director Title: Managing Director For themselves and as Representatives of the other Underwriters named in Schedule I hereto Accepted as of the date hereof: Goldman Sachs & Co. LLC J.P. Morgan Securities LLC in its capacity as Forward Seller in its capacity as Forward Seller By: /s/ Michael Voris By: /s/ Bobby Wiebe Name: Michael Voris Name: Bobby Wiebe Title: Managing Director Title: Vice President Barclays Capital Inc. Wells Fargo Securities, LLC in its capacity as Forward Seller in its capacity as Forward Seller By: /s/ Robert Stowe By: /s/ Michael Tiedemann Name: Robert Stowe Name: Michael Tiedemann Title: Managing Director Title: Managing Director Goldman Sachs & Co. LLC JPMorgan Chase Bank, National Association By: /s/ Michael Voris By: /s/ Gaurav Maria Name: Michael Voris Name: Gaurav Maria Title: Managing Director Title: Managing Director Barclays Bank PLC Wells Fargo Bank, National Association By: /s/ Kevin Cheng By: /s/ Kevin Brillhart Name: Kevin Cheng Name: Kevin Brillhart Title: Authorized Signatory Title: Managing Director Each acting in its capacity as Forward Purchaser, solely as the recipient and/or beneficiary of certain representations, warranties, covenants and indemnities set forth in this Agreement Names of Underwriters] By: [Name Underwriters Number of Representative] By: ____________________________ Name: Title: By: [Name Forward Underwritten Shares to be Purchased from Goldman Sachs & Co. LLC Number of Representative] By: ____________________________ Name: Title: $[________] [__]% Series due [________], 20[__] [______] $ [_________] [______] [_________] [______] [_________] TOTAL $ [_________] Part A – Schedule Forward Underwritten Shares to be Purchased from J.P. Morgan Securities LLC Number of Free Writing Prospectuses included in the Disclosure Package • Final Term Sheet attached Forward Underwritten Shares to this Schedule II as Annex A (Issuer Free Writing Prospectus) Part B – Schedule be Purchased from Barclays Capital Inc. Number of Free Writing Prospectuses not included in the Disclosure Package • None Part C – Additional Documents Incorporated by Reference • None Part D – Additional Information • None $[________] Issuer: Entergy LouisianaForward Underwritten Shares to be Purchased from Wells Fargo Securities, LLC Security Type: Collateral Trust Mortgage Bonds (SEC Registered)Goldman Sachs & Co. LLC 906,633 453,218 291,397 291,397 J.P. Morgan Securities LLC 453,316 226,610 145,698 145,698 Barclays Capital Inc. 291,418 145,678 93,663 93,663 Wells Fargo Securities, LLC 291,418 145,678 93,663 93,663 BofA Securities, Inc. 129,519 64,745 41,629 41,628 Mizuho Securities USA LLC 129,519 64,745 41,628 41,629 Morgan Stanley & Co. LLC 129,519 64,746 41,628 41,628 MUFG Securities Americas Inc. 129,519 64,746 41,628 41,628 RBC Capital Markets, LLC 129,519 64,746 41,628 41,628 Total 2,590,380 1,294,912 832,562 832,562 Names of Forward Purchasers Number of Shares to be Purchased Goldman Sachs & Co. LLC 2,590,380 JPMorgan Chase Bank, National Association 1,294,912 Barclays Bank PLC 832,562 Wells Fargo Bank, National Association 832,562 Total 5,550,416
Appears in 1 contract
Sources: Underwriting Agreement (Ameren Corp)
Qualified Financial Contracts. In the event that any the Underwriter that is a Covered Entity (as defined below) and becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined below), the transfer from such the Underwriter of this Underwriting Agreement, and any interest and obligation in or under this Underwriting Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Underwriting Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. In the event that any the Underwriter that is a Covered Entity or a BHC Act Affiliate (as defined below) of such the Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined below) under this Underwriting Agreement that may be exercised against such the Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Underwriting Agreement were governed by the laws of the United States or a state of the United States. “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k). “Covered Entity” means any of the following: (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b). “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable. “U.S. Special Resolution Regime” means each of (x) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (y) Title II of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and the regulations promulgated thereunder. [Signature page follows] Very truly yoursEntergy Texas, Entergy Louisiana, LLC Inc. By: ________________________________ /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇ Title: Assistant Treasurer Accepted as of the date first above written: [Names of Underwriters] ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC By: [Name of Representative] By: ____________________________ /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: By: [Name of Representative] By: ____________________________ Name: Title: $[________] [__]% Series due [________], 20[__] [______] $ [_________] [______] [_________] [______] [_________] TOTAL $ [_________] Vice President Part A – - Schedule of Free Writing Prospectuses included in the Disclosure Package • Final Term Sheet attached to this Schedule II I as Annex A (Issuer Free Writing Prospectus) Part B – - Schedule of Free Writing Prospectuses not included in the Disclosure Package • None Part C – - Additional Documents Incorporated by Reference • None Part D – - Additional Information • None $[________] Issuer: Entergy LouisianaTexas, LLC Inc. (the “Issuer”) Security Type: Collateral Trust Mortgage Bonds Series A Preferred Stock, Cumulative, No Par Value (Liquidation Value $25 Per Share) (SEC Registered)) (the “Preferred Stock”) Expected Ratings(1): [Intentionally omitted] Trade Date: September 3, 2019 Settlement Date (T+5)(2): September 10, 2019 Size: 1,400,000 Shares Liquidation Value: $25.00 Dividend Rate: 5.375%
Appears in 1 contract
Qualified Financial Contracts. In the event that any Underwriter that is a Covered Entity (as defined below) becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined below), the transfer from such Underwriter of this Underwriting Agreement, and any interest and obligation in or under this Underwriting Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Underwriting Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. In the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate (as defined below) of such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined below) under this Underwriting Agreement that may be exercised against such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Underwriting Agreement were governed by the laws of the United States or a state of the United States. “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k). “Covered Entity” means any of the following: (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b). “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable. “U.S. Special Resolution Regime” means each of (x) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (y) Title II of the D▇▇▇▇-▇-F▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and the regulations promulgated thereunder. [Signature page follows] If the foregoing is in accordance with your understanding, please sign and return to us a counterpart hereof. Very truly yours, Entergy Louisiana, LLC UNION ELECTRIC COMPANY By: ________________________________ /s/ D▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: D▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Vice President & Treasurer Accepted as of the date first above writtenhereof: [Names BofA Securities, Inc. G▇▇▇▇▇▇ Sachs & Co. LLC Mizuho Securities USA LLC SMBC Nikko Securities America, Inc. As Representatives of Underwriters] the several Underwriters BofA Securities, Inc. G▇▇▇▇▇▇ S▇▇▇▇ & Co. LLC By: [Name of Representative] /s/ S▇▇▇▇ ▇▇▇▇▇▇ By: ____________________________ /s/ S▇▇ ▇▇▇▇▇▇▇ Name: S▇▇▇▇ ▇▇▇▇▇▇ Name: S▇▇ ▇▇▇▇▇▇▇ Title: Managing Director Title: Vice President Mizuho Securities USA LLC SMBC Nikko Securities America, Inc. By: [Name of Representative] /s/ O▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ By: ____________________________ /s/ O▇▇▇ ▇. ▇▇▇▇▇ Name: O▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: O▇▇▇ ▇. ▇▇▇▇▇ Title: $Managing Director Title: Managing Director [________Signature Page to the Underwriting Agreement] [__]% Series due [________]BofA Securities, 20[__] [______] $ [_________] [______] [_________] [______] [_________] TOTAL $ [_________] Part A – Inc. G▇▇▇▇▇▇ Sachs & Co. LLC Mizuho Securities USA LLC SMBC Nikko Securities America, Inc. As Representatives of the several Underwriters named in Schedule of Free Writing Prospectuses included I hereto c/o BofA Securities, Inc. O▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ G▇▇▇▇▇▇ S▇▇▇▇ & Co. LLC 2▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Mizuho Securities USA LLC 1▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ SMBC Nikko Securities America, Inc. 2▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Ladies and Gentlemen: Union Electric Company, a Missouri corporation (the “Company”), proposes, subject to the terms and conditions stated herein and in the Disclosure Package • Final Term Sheet attached Underwriting Agreement, dated June 9, 2021 (the “Underwriting Agreement”), between the Company on the one hand and the Underwriters named in Schedule I hereto (the “Underwriters”), for whom BofA Securities, Inc., G▇▇▇▇▇▇ Sachs & Co. LLC, Mizuho Securities USA LLC and SMBC Nikko Securities America, Inc. are acting as representatives (the “Representatives”), on the other hand, to this issue and sell to the Underwriters the First Mortgage Bonds specified in Schedule II hereto (the “First Mortgage Bonds”) with the terms set forth in Schedule III hereto. Each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety, and shall be deemed to be a part of this Pricing Agreement to the same extent as Annex A (Issuer Free Writing Prospectus) Part B – Schedule if such provisions had been set forth in full herein, and each of Free Writing Prospectuses not included the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement. Each reference to the Representatives herein and in the Disclosure Package • None Part C – Additional Documents Incorporated provisions of the Underwriting Agreement so incorporated by Reference • None Part D – Additional Information • None $[________] Issuer: Entergy Louisianareference shall be deemed to refer to you. Unless otherwise defined herein, LLC Security Type: Collateral Trust terms defined in the Underwriting Agreement are used herein as therein defined. Each of the Representatives designated to act on behalf of the other Representatives and on behalf of each of the other Underwriters of the First Mortgage Bonds (SEC Registered)pursuant to Section 13 of the Underwriting Agreement and the address of the Representatives referred to in such Section 13 are set forth at the end of Schedule II hereto. Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the principal amount of the First Mortgage Bonds set forth opposite the name of such Underwriter in Schedule I hereto.
Appears in 1 contract
Qualified Financial Contracts. In the event that any Underwriter that is a Covered Entity (as defined below) becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined below), the transfer from such Underwriter of this Underwriting Agreement, and any interest and obligation in or under this Underwriting Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Underwriting Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. In the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate (as defined below) of such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined below) under this Underwriting Agreement that may be exercised against such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Underwriting Agreement were governed by the laws of the United States or a state of the United States. “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k). “Covered Entity” means any of the following: (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b). “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable. “U.S. Special Resolution Regime” means each of (x) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (y) Title II of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and the regulations promulgated thereunder. [Signature page follows] If the foregoing is in accordance with your understanding, please sign and return to us a counterpart hereof. Very truly yours, Entergy Louisiana, LLC AMEREN ILLINOIS COMPANY By: ________________________________ /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Vice President and Treasurer Accepted as of the date first above writtenhereof: [Names BNY MELLON CAPITAL MARKETS, LLC ▇▇▇▇▇▇▇ ▇▇▇▇▇ & CO. LLC MIZUHO SECURITIES USA LLC As Representatives of Underwriters] the several Underwriters BNY MELLON CAPITAL MARKETS, LLC By: [Name of Representative] /s/ ▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇ ▇▇▇▇▇▇▇ Title: Managing Director ▇▇▇▇▇▇▇ ▇▇▇▇▇ & CO. LLC By: ____________________________ /s/ ▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇ Title: Managing Director MIZUHO SECURITIES USA LLC By: [Name of Representative] By: ____________________________ /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: $[________] [__]% Series due [________]Managing Director BNY Mellon Capital Markets, 20[__] [______] $ [_________] [______] [_________] [______] [_________] TOTAL $ [_________] Part A – LLC ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co. LLC Mizuho Securities USA LLC As Representatives of the several Underwriters named in Schedule of Free Writing Prospectuses included I hereto ▇/▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, LLC ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co. LLC ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Mizuho Securities USA LLC ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Ladies and Gentlemen: Ameren Illinois Company, an Illinois corporation (the “Company”), proposes, subject to the terms and conditions stated herein and in the Disclosure Package • Final Term Sheet attached Underwriting Agreement, dated November 18, 2019 (the “Underwriting Agreement”), between the Company on the one hand and the Underwriters named in Schedule I hereto (the “Underwriters”), for whom BNY Mellon Capital Markets, LLC, ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co. LLC and Mizuho Securities USA LLC are acting as representatives (the “Representatives”), on the other hand, to this issue and sell to the Underwriters the First Mortgage Bonds specified in Schedule II hereto (the “First Mortgage Bonds”) with the terms set forth in Schedule III hereto. Each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety, and shall be deemed to be a part of this Pricing Agreement to the same extent as Annex A (Issuer Free Writing Prospectus) Part B – Schedule if such provisions had been set forth in full herein, and each of Free Writing Prospectuses not included the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement. Each reference to the Representatives herein and in the Disclosure Package • None Part C – Additional Documents Incorporated provisions of the Underwriting Agreement so incorporated by Reference • None Part D – Additional Information • None $[________] Issuer: Entergy Louisianareference shall be deemed to refer to you. Unless otherwise defined herein, LLC Security Type: Collateral Trust terms defined in the Underwriting Agreement are used herein as therein defined. Each of the Representatives designated to act on behalf of the other Representatives and on behalf of each of the other Underwriters of the First Mortgage Bonds (SEC Registered)pursuant to Section 13 of the Underwriting Agreement and the address of the Representatives referred to in such Section 13 are set forth at the end of Schedule II hereto. Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the principal amount of the First Mortgage Bonds set forth opposite the name of such Underwriter in Schedule I hereto.
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Qualified Financial Contracts. In the event that any Underwriter that is a Covered Entity (as defined below) becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined below), the transfer from such Underwriter of this Underwriting Agreement, and any interest and obligation in or under this Underwriting Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Underwriting Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. In the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate (as defined below) of such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined below) under this Underwriting Agreement that may be exercised against such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Underwriting Agreement were governed by the laws of the United States or a state of the United States. “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k). “Covered Entity” means any of the following: (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b). “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable. “U.S. Special Resolution Regime” means each of (x) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (y) Title II of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and the regulations promulgated thereunder. [Signature page follows] Very truly yours, Entergy LouisianaSystem Energy Resources, LLC Inc. By: ________________________________ Name: Title: Accepted as of the date first above written: [Names of Underwriters] By: [Name of Representative] By: ____________________________ Name: Title: By: [Name of Representative] By: ____________________________ Name: Title: $[________] [__]% Series due [________], 20[__] [______] $ [_________] [______] ]. [_________] [______] [_________] TOTAL $ [_________] Part A – Schedule of Free Writing Prospectuses included in the Disclosure Package • Final Term Sheet attached to this Schedule II as Annex A (Issuer Free Writing Prospectus) Part B – Schedule of Free Writing Prospectuses not included in the Disclosure Package • None Part C – Additional Documents Incorporated by Reference • None Part D – Additional Information • None $[________] Issuer: Entergy LouisianaSystem Energy Resources, LLC Security Type: Collateral Trust Mortgage Bonds (SEC Registered)Inc.
Appears in 1 contract
Qualified Financial Contracts. In the event that any Underwriter that is a Covered Entity (as defined below) becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined below), the transfer from such Underwriter of this Underwriting Agreement, and any interest and obligation in or under this Underwriting Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Underwriting Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. In the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate (as defined below) of such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined below) under this Underwriting Agreement that may be exercised against such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Underwriting Agreement were governed by the laws of the United States or a state of the United States. “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k). “Covered Entity” means any of the following: (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b). “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable. “U.S. Special Resolution Regime” means each of (x) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (y) Title II of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and the regulations promulgated thereunder. [Signature page follows] If the foregoing is in accordance with your understanding, please sign and return to us a counterpart hereof. Very truly yours, Entergy Louisiana, LLC Ameren Illinois Company By: ________________________________ /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Vice President and Treasurer Accepted as of the date first above writtenhereof: [Names Barclays Capital Inc. MUFG Securities Americas Inc. Scotia Capital (USA) Inc. TD Securities (USA) LLC ▇▇▇▇▇ Fargo Securities, LLC As Representatives of Underwriters] the several Underwriters Barclays Capital Inc. MUFG Securities Americas Inc. By: [Name of Representative] /s/ ▇▇▇▇ ▇▇▇▇▇▇▇ By: ____________________________ /s/ ▇▇▇▇▇▇ ▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇ Title: Director Title: Managing Director Scotia Capital (USA) Inc. TD Securities (USA) LLC By: [Name of Representative] /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ By: ____________________________ /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: ▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: $Managing Director & Head of U.S Debt Origination Title: Director By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Managing Director [________Signature Page to the Underwriting Agreement] [__]% Series due [________]Barclays Capital Inc. MUFG Securities Americas Inc. Scotia Capital (USA) Inc. TD Securities (USA) LLC ▇▇▇▇▇ Fargo Securities, 20[__] [______] $ [_________] [______] [_________] [______] [_________] TOTAL $ [_________] Part A – LLC As Representatives of the several Underwriters named in Schedule of Free Writing Prospectuses included I hereto c/o Barclays Capital Inc. ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ New York, New York 10019 MUFG Securities Americas Inc. ▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ New York, New York 10020 Scotia Capital (USA) Inc. ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ New York, New York 10281 TD Securities (USA) LLC ▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇, ▇▇▇▇ Floor New York, New York 10017 ▇▇▇▇▇ Fargo Securities, LLC ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, 5th Floor Charlotte, North Carolina 28202 Ladies and Gentlemen: Ameren Illinois Company, an Illinois corporation (the “Company”), proposes, subject to the terms and conditions stated herein and in the Disclosure Package • Final Term Sheet attached Underwriting Agreement, dated June 17, 2024 (the “Underwriting Agreement”), between the Company on the one hand and the Underwriters named in Schedule I hereto (the “Underwriters”), for whom Barclays Capital Inc., MUFG Securities Americas Inc., Scotia Capital (USA) Inc., TD Securities (USA) LLC and ▇▇▇▇▇ Fargo Securities, LLC, are acting as representatives (the “Representatives”), on the other hand, to this issue and sell to the Underwriters the First Mortgage Bonds specified in Schedule II hereto (the “First Mortgage Bonds”) with the terms set forth in Schedule III hereto. Each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety, and shall be deemed to be a part of this Pricing Agreement to the same extent as Annex A (Issuer Free Writing Prospectus) Part B – Schedule if such provisions had been set forth in full herein, and each of Free Writing Prospectuses not included the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement. Each reference to the Representatives herein and in the Disclosure Package • None Part C – Additional Documents Incorporated provisions of the Underwriting Agreement so incorporated by Reference • None Part D – Additional Information • None $[________] Issuer: Entergy Louisianareference shall be deemed to refer to you. Unless otherwise defined herein, LLC Security Type: Collateral Trust terms defined in the Underwriting Agreement are used herein as therein defined. Each of the Representatives designated to act on behalf of the other Representatives and on behalf of each of the other Underwriters of the First Mortgage Bonds (SEC Registered)pursuant to Section 13 of the Underwriting Agreement and the address of the Representatives referred to in such Section 13 are set forth at the end of Schedule II hereto. Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the principal amount of the First Mortgage Bonds set forth opposite the name of such Underwriter in Schedule I hereto.
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Sources: Underwriting Agreement (Ameren Corp)
Qualified Financial Contracts. In the event that any Underwriter that is a Covered Entity (as defined below) becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined below), the transfer from such Underwriter of this Underwriting Agreement, and any interest and obligation in or under this Underwriting Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Underwriting Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. In the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate (as defined below) of such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined below) under this Underwriting Agreement that may be exercised against such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Underwriting Agreement were governed by the laws of the United States or a state of the United States. “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k). “Covered Entity” means any of the following: (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b). “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable. “U.S. Special Resolution Regime” means each of (x) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (y) Title II of the D▇▇▇▇-▇-F▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and the regulations promulgated thereunder. [Signature page follows] If the foregoing is in accordance with your understanding, please sign and return to us a counterpart hereof. Very truly yours, Entergy Louisiana, LLC Union Electric Company By: ________________________________ /s/ D▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: D▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Vice President and Treasurer Accepted as of the date first above writtenhereof: [Names Barclays Capital Inc. J.▇. ▇▇▇▇▇▇ Securities LLC MUFG Securities Americas Inc. SMBC Nikko Securities America, Inc. As Representatives of Underwriters] the several Underwriters Barclays Capital Inc. J.▇. ▇▇▇▇▇▇ Securities LLC By: [Name of Representative] /s/ R▇▇▇▇▇ ▇▇▇▇▇ By: ____________________________ /s/ R▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: R▇▇▇▇▇ ▇▇▇▇▇ Name: R▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Title: Managing Director Title: Executive Director MUFG Securities Americas Inc. SMBC Nikko Securities America, Inc. By: [Name of Representative] /s/ R▇▇▇▇▇▇ ▇▇▇▇▇ By: ____________________________ /s/ J▇▇▇ ▇▇▇▇▇▇ Name: R▇▇▇▇▇▇ ▇▇▇▇▇ Name: R▇▇▇▇▇▇ ▇▇▇▇▇ Title: $Managing Director Title: Managing Director [________Signature Page to the Underwriting Agreement] [__]% Series due [________]Barclays Capital Inc. J.▇. ▇▇▇▇▇▇ Securities LLC MUFG Securities Americas Inc. SMBC Nikko Securities America, 20[__] [______] $ [_________] [______] [_________] [______] [_________] TOTAL $ [_________] Part A – Inc. As Representatives of the several Underwriters named in Schedule of Free Writing Prospectuses included in the Disclosure Package • Final Term Sheet attached to this Schedule II as Annex A (Issuer Free Writing Prospectus) Part B – Schedule of Free Writing Prospectuses not included in the Disclosure Package • None Part C – Additional Documents Incorporated by Reference • None Part D – Additional Information • None $[________] Issuer: Entergy LouisianaI hereto c/o Barclays Capital Inc. 7▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, LLC Security Type: Collateral Trust Mortgage Bonds (SEC Registered)▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Appears in 1 contract
Qualified Financial Contracts. In the event that any Underwriter that is a Covered Entity (as defined below) becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined below), the transfer from such Underwriter of this Underwriting Agreement, and any interest and obligation in or under this Underwriting Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Underwriting Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. In the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate (as defined below) of such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined below) under this Underwriting Agreement that may be exercised against such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Underwriting Agreement were governed by the laws of the United States or a state of the United States. “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k). “Covered Entity” means any of the following: (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b). “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable. “U.S. Special Resolution Regime” means each of (x) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (y) Title II of the D▇▇▇▇-▇-F▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and the regulations promulgated thereunder. [Signature page follows] If the foregoing is in accordance with your understanding, please sign and return to us a counterpart hereof. Very truly yours, Entergy Louisiana, LLC Union Electric Company By: ________________________________ /s/ D▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: D▇▇▇▇▇ ▇. ▇▇▇▇▇ Title: Vice President and Treasurer Accepted as of the date first above writtenhereof: [Names Barclays Capital Inc. BofA Securities, Inc. J.▇. ▇▇▇▇▇▇ Securities LLC M▇▇▇▇▇ S▇▇▇▇▇▇ & Co. LLC As Representatives of Underwriters] the several Underwriters Barclays Capital Inc. BofA Securities, Inc. By: [Name of Representative] /s/ J▇▇▇ ▇▇▇▇▇▇▇ By: ____________________________ /s/ R▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: J▇▇▇ ▇▇▇▇▇▇▇ Name: R▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Director Title: Managing Director J.▇. ▇▇▇▇▇▇ Securities LLC M▇▇▇▇▇ S▇▇▇▇▇▇ & Co. LLC By: [Name of Representative] /s/ R▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ By: ____________________________ /s/ N▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Name: R▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Name: N▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: $Executive Director Title: Vice President [________Signature Page to the Underwriting Agreement] [__]% Series due [________]Barclays Capital Inc. BofA Securities, 20[__] [______] $ [_________] [______] [_________] [______] [_________] TOTAL $ [_________] Part A – Inc. J.▇. ▇▇▇▇▇▇ Securities LLC M▇▇▇▇▇ S▇▇▇▇▇▇ & Co. LLC As Representatives of the several Underwriters named in Schedule of Free Writing Prospectuses included I hereto c/o Barclays Capital Inc. 7▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ New York, New York 10019 BofA Securities, Inc. One Bryant Park New York, New York 10036 J.▇. ▇▇▇▇▇▇ Securities LLC 3▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ New York, New York 10179 M▇▇▇▇▇ S▇▇▇▇▇▇ & Co. LLC 1▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇ New York, New York 10036 Ladies and Gentlemen: Union Electric Company, a Missouri corporation (the “Company”), proposes, subject to the terms and conditions stated herein and in the Disclosure Package • Final Term Sheet attached Underwriting Agreement, dated September 30, 2024 (the “Underwriting Agreement”), between the Company on the one hand and the Underwriters named in Schedule I hereto (the “Underwriters”), for whom Barclays Capital Inc., BofA Securities, Inc., J.▇. ▇▇▇▇▇▇ Securities LLC, and M▇▇▇▇▇ S▇▇▇▇▇▇ & Co. LLC are acting as representatives (the “Representatives”), on the other hand, to this issue and sell to the Underwriters the First Mortgage Bonds specified in Schedule II hereto (the “First Mortgage Bonds”) with the terms set forth in Schedule III hereto. Each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety, and shall be deemed to be a part of this Pricing Agreement to the same extent as Annex A (Issuer Free Writing Prospectus) Part B – Schedule if such provisions had been set forth in full herein, and each of Free Writing Prospectuses not included the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement. Each reference to the Representatives herein and in the Disclosure Package • None Part C – Additional Documents Incorporated provisions of the Underwriting Agreement so incorporated by Reference • None Part D – Additional Information • None $[________] Issuer: Entergy Louisianareference shall be deemed to refer to you. Unless otherwise defined herein, LLC Security Type: Collateral Trust terms defined in the Underwriting Agreement are used herein as therein defined. Each of the Representatives designated to act on behalf of the other Representatives and on behalf of each of the other Underwriters of the First Mortgage Bonds (SEC Registered)pursuant to Section 13 of the Underwriting Agreement and the address of the Representatives referred to in such Section 13 are set forth at the end of Schedule II hereto. Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the principal amount of the First Mortgage Bonds set forth opposite the name of such Underwriter in Schedule I hereto.
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Qualified Financial Contracts. In the event that any Underwriter that is a Covered Entity (as defined below) becomes subject to a proceeding under a U.S. Special Resolution Regime (as defined below), the transfer from such Underwriter of this Underwriting Agreement, and any interest and obligation in or under this Underwriting Agreement, will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Underwriting Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. In the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate (as defined below) of such Underwriter becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights (as defined below) under this Underwriting Agreement that may be exercised against such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if this Underwriting Agreement were governed by the laws of the United States or a state of the United States. “BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k). “Covered Entity” means any of the following: (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b). “Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable. “U.S. Special Resolution Regime” means each of (x) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (y) Title II of the ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇ Street Reform and Consumer Protection Act and the regulations promulgated thereunder. [Signature page follows] If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among ETI, the Issuer and the several Underwriters. Very truly yours, Entergy LouisianaTexas, Inc. By: Name: Title: Entergy Texas Restoration Funding II, LLC By: Name: Title: The foregoing Underwriting Agreement is hereby confirmed and accepted by the Representatives on behalf of the Underwriters named in Schedule II hereto: By: ▇▇▇▇▇▇▇ Sachs & Co. LLC By: Name: Title: By: Citigroup Global Markets Inc. By: Name: Title: Underwriting Agreement dated March [__], 2022 Registration Statement Nos.: 333-259253 and ▇▇▇-▇▇▇▇▇▇-▇▇ Representatives: ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Co. LLC Citigroup Global Markets Inc. ▇▇▇▇▇▇▇ Sachs & Co. LLC ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ Email: ▇▇▇▇▇.▇▇▇▇▇▇▇▇▇@▇▇.▇▇▇ c/o Citigroup Global Markets Inc. ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Attention: [_____________] Facsimile: [___________________ Name: Title: Accepted as of the date first above written: [Names of Underwriters] By: [Name of Representative] By: ____________________________ Name: Title: By: [Name of Representative] By: ____________________________ Name: Title: $[________] [__]% Series due [________], 20[__] [______] $ [_________] [______] [_________] [______] [_________] TOTAL $ [_________] Part A – Schedule of Free Writing Prospectuses included in the Disclosure Package • Final Term Sheet attached to this Schedule II as Annex A (Issuer Free Writing Prospectus) Part B – Schedule of Free Writing Prospectuses not included in the Disclosure Package • None Part C – Additional Documents Incorporated by Reference • None Part D – Additional Information • None $[________] Issuer: Entergy Louisiana, LLC Security Type: Collateral Trust Mortgage Bonds (SEC Registered)
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