Exhibit 4.2


 


Company Order


 


December 8, 2005


 


The Bank of New York


101 Barclay Street


Floor 21W


New York, New York 10286


 


Ladies and Gentlemen:


 


Application
is hereby made to The Bank of New York, a New York banking corporation, as
trustee (the “Trustee”), under the Indenture dated as of August 15, 2002
(the “Indenture”), between Union Electric Company, a Missouri corporation (the “Company”),
and the Trustee for the authentication and delivery of $260,000,000 aggregate
principal amount of the Company’s 5.40% Senior Secured Notes due 2016 (the “Notes”),
pursuant to the provisions of Article II of the Indenture.  On or after the Release Date, the Company, in
its discretion, may change the descriptive title of the Notes to delete the
word “Secured” from such descriptive title. 
Additional Notes without limitation as to amount, and without the
consent of the holders of the then Outstanding Notes, may also be authenticated
and delivered in the manner provided in Section 2.05 of the
Indenture.  All capitalized terms not
defined herein which are defined in the Indenture shall have the same meaning
as used in the Indenture.


 


In
connection with this Company Order, there are delivered to you herewith the
following:


 


1.               Certified
copies of the resolutions adopted by the Board of Directors of the Company
authorizing this Company Order and the issuance and sale of the Notes by the
Company pursuant to Section 2.05(c)(1) of the Indenture;


 


2.               Opinions
of Counsel addressed to you or in which it is stated that you may rely pursuant
to Section 2.05(c)(2) of the Indenture;


 


3.               Expert’s
certificate pursuant to Section 2.05(c)(3) of the Indenture;


 


4.               Officers’
Certificate pursuant to Section 2.05(c)(4) of the Indenture;


 


5.               A
Global Note representing the Notes and, pursuant to Section 2.05(c) of
the Indenture, specifying the terms of the Notes (which terms are incorporated
by reference herein) executed on behalf of the Company in accordance with the
terms of Section 2.05(a) of the Indenture; and


 





















 


6.               Pursuant
to Section 2.05(c)(3) of the Indenture, the Company’s First Mortgage
Bonds designated “First Mortgage Bonds, Senior Notes Series JJ” (the “First
Mortgage Bonds”) in the principal amount of $260,000,000 relating to the Notes,
fully registered in the name of the Trustee in trust for the benefit of the
Holders from time to time of such Notes.


 


You
are hereby instructed to authenticate the Global Note representing the Notes
and deliver it to The Depository Trust Company (“DTC”) or its custodian.  The Global Note representing the Notes is to
be held for delivery to Barclays Capital Inc., BNY Capital Markets, Inc. and
J.P. Morgan Securities Inc., on behalf of the several underwriters, against
payment therefor at the closing in respect of the sale thereof, such closing to
be held at 10:00 a.m., New York time, December 8, 2005, at the
offices of Pillsbury Winthrop Shaw Pittman LLP, 1540 Broadway, New York, NY
10036.


 





















 


Please
acknowledge receipt of the Global Note representing the Notes, the instructions
referred to above and the supporting documentation pursuant to the Indenture
referred to above.


 


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Union Electric Company

  
	
   

  	
  (d/b/a AmerenUE)

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
       /s/ Jerre E.
  Birdsong

  	
   

  
	
   

  	
   

  	
  Name: Jerre E. Birdsong

  
	
   

  	
   

  	
  Title: Vice President and Treasurer

  



 





















 


Receipt
from the Company of the Global Note representing the Notes, certain
instructions related thereto and the supporting documentation pursuant to the
Indenture, including the First Mortgage Bonds in trust for the benefit of the
Holders in connection with the authentication and delivery of the Notes is
hereby acknowledged.


 


 


	
   

  	
  The Bank of New York,

  
	
   

  	
  as Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
        /s/ Robert
  A. Massimillo

  	
   

  
	
   

  	
   

  	
  Name: Robert A. Massimillo

  
	
   

  	
   

  	
  Vice President