TABLE OF CONTENTS | |||||
ARTICLE I DEFINITIONS | 1 | ||||
1.1. | Certain Defined Terms | 1 | |||
1.2 | Plural Forms | 18 | |||
ARTICLE II THE CREDITS | 18 | ||||
2.1. | Commitment | 18 | |||
2.2. | Required Payments; Termination | 19 | |||
2.3. | Loans | 19 | |||
2.4. | Competitive Bid Procedure | 19 | |||
2.5. | Swingline Loans | 21 | |||
2.6. | Letters of Credit. | 22 | |||
2.7. | Types of Advances | 27 | |||
2.8. | Facility Fee; Letter of Credit Fees; Reductions in Aggregate Commitment. | 27 | |||
2.9. | Minimum Amount of Each Advance | 28 | |||
2.10. | Optional Principal Payments | 29 | |||
2.11. | Method of Selecting Types and Interest Periods for New Revolving Advances | 29 | |||
2.12. | Conversion and Continuation of Outstanding Revolving Advances; No Conversion or Continuation of Revolving Eurodollar Advances After Default | 29 | |||
2.13. | Interest Rates, etc | 30 | |||
2.14. | Rates Applicable After Default | 30 | |||
2.15. | Funding of Loans; Method of Payment | 31 | |||
2.16. | Noteless Agreement; Evidence of Indebtedness | 31 | |||
2.17. | Telephonic Notices | 32 | |||
2.18. | Interest Payment Dates; Interest and Fee Basis | 32 | |||
2.19. | Notification of Advances, Interest Rates, Prepayments and Commitment Reductions; Availability of Loans | 33 | |||
2.20. | Lending Installations | 33 | |||
2.21. | Non-Receipt of Funds by the Agent | 33 | |||
2.22. | Replacement of Lender | 33 | |||
2.23. | Extension of Commitment Termination Date and Borrowing Subsidiary Maturity Dates | 34 | |||
ARTICLE III YIELD PROTECTION; TAXES | 36 | ||||
3.1. | Yield Protection | 36 | |||
3.2. | Changes in Capital Adequacy Regulations | 37 | |||
3.3. | Availability of Types of Advances | 37 | |||
3.4. | Funding Indemnification Taxes | 37 | |||
3.5. | 38 | ||||
3.6. | Lender Statements; Survival of Indemnity | 39 | |||
3.7. | Alternative Lending Installation | 40 | |||
3.8 | Allocation of Amounts | 40 |
ARTICLE IV CONDITIONS PRECEDENT | 40 | ||||||
4.1. | Initial Credit Extension | 40 | |||||
4.2. | Each Credit Extension | 42 | |||||
ARTICLE V REPRESENTATIONS AND WARRANTIES | 43 | ||||||
5.1. | Existence and Standing | 43 | |||||
5.2. | Authorization and Validity | 43 | |||||
5.3. | No Conflict; Government Consent | 44 | |||||
5.4. | Financial Statements | 44 | |||||
5.5. | Material Adverse Change | 44 | |||||
5.6. | Taxes | 45 | |||||
5.7. | Litigation and Contingent Obligations | 45 | |||||
5.8. | Subsidiaries | 45 | |||||
5.9. | ERISA | 45 | |||||
5.10. | Accuracy of Information | 45 | |||||
5.11. | Regulation U | 46 | |||||
5.12. | Material Agreements | 46 | |||||
5.13. | Compliance With Laws | 46 | |||||
5.14. | Ownership of Properties | 46 | |||||
5.15. | Plan Assets; Prohibited Transactions | 46 | |||||
5.16. | Environmental Matters | 46 | |||||
5.17. | Investment Company Act | 47 | |||||
5.18. | Public Utility Holding Company Act; Securities and Exchange Commission Authorization; Federal Energy Regulatory Commission | 47 | |||||
5.19. | Insurance | 48 | |||||
5.20. | No Default or Unmatured Default | 48 | |||||
ARTICLE VI COVENANTS | 48 | ||||||
6.1. | Financial Reporting | 48 | |||||
6.2. | Use of Proceeds and Letters of Credit | 49 | |||||
6.3. | Notice of Default | 50 | |||||
6.4. | Conduct of Business | 50 | |||||
6.5. | Taxes | 50 | |||||
6.6. | Insurance | 50 | |||||
6.7. | Compliance with Laws; Securities and Exchange Commission and Federal Energy Regulatory Commission Authorization | 50 | |||||
6.8. | Maintenance of Properties | 51 | |||||
6.9. | Inspection; Keeping of Books and Records | 51 | |||||
6.10. | Merger | 51 | |||||
6.11. | Dispositions of Assets | 52 | |||||
6.12. | Indebtedness of Project Finance Subsidiaries, Investments in Project Finance Subsidiaries; Acquisitions | 53 | |||||
6.13. | Liens | 53 | |||||
6.14. | Affiliates | 56 | |||||
6.15. | Financial Contracts | 56 |
6.16 | Subsidiary Covenants | 56 | |||||
6.17 | Leverage Ratio | 56 | |||||
ARTICLE VII DEFAULTS | 57 | ||||||
ARTICLE VIII ACCELERATION, WAIVERS, AMENDMENTS ANDREMEDIES | 59 | ||||||
8.1. | Acceleration | 59 | |||||
8.2 | Amendments | 60 | |||||
8.3 | Preservation of Reights | 61 | |||||
ARTICLE IX GENERAL PROVISIONS | 61 | ||||||
9.1 | Survival of Representations | 61 | |||||
9.2 | Governmental Regulation | 61 | |||||
9.3 | Headings | 61 | |||||
9.4 | Entire Agreement | 61 | |||||
9.5 | Several Obligations; Benefits of this Agreement | 62 | |||||
9.6 | Expenses; Indemnification | 62 | |||||
9.7 | Numbers of Documents | 63 | |||||
9.8 | Accounting | 63 | |||||
9.9 | Severability of Probisions | 64 | |||||
9.10 | Nonliability | 64 | |||||
9.11 | Confidentiality | 64 | |||||
9.12 | Lenders Not Utilizing Plan Assets | 65 | |||||
9.13 | Nonreliance | 65 | |||||
9.14 | Disclosure | 65 | |||||
9.15 | USA Patriot Act | 65 | |||||
ARTICLE X THE AGENT | 65 | ||||||
10.1. | Appointment; Nature of Relationship | 65 | |||||
10.2 | Powers | 66 | |||||
10.3 | General Immunity | 66 | |||||
10.4 | No Responsibility for Loans, Recitals, etc. | 66 | |||||
10.5 | Action on Instructions of Lenders | 66 | |||||
10.6 | Employment of Agents and Counsel | 67 | |||||
10.5 | Action on Instructions of Lenders | 66 | |||||
10.6 | Employment of Agents and Counsel | 67 | |||||
10.7 | Reliance on Documents; Counsel | 67 | |||||
10.8 | Agent’s Reimbursement and Indemnification | 67 | |||||
10.9 | Notice of Default | 68 | |||||
10.10 | Rights as a Lender | 68 | |||||
10.11 | Independent Credit Decision | 68 | |||||
10.12 | Successor Agent | 68 | |||||
10.13 | Agent and Arranger Fees | 69 | |||||
10.14 | Delegation to Affiliates | 69 | |||||
10.15 | Syndication Agent and Documentation Agents | 69 | |||||
ARTICLE XI | SETOFF, RATABLE PAYMENTS | 69 | |||||
11.1 | Setoff | 69 | |||||
11.2 | Ratable Payments | 70 | |||||
ARTICLE XII | BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS | 70 | |||||
12.1 | Successors and Assigns; Designated Lenders | 70 | |||||
12.2 | Participations | 72 | |||||
12.3 | Assignments | 73 | |||||
12.4 | Dissemination of Information | 75 | |||||
12.5 | Tax Certifications | 75 | |||||
ARTICLE XIII | NOTICES | 75 | |||||
13.1 | Notices | 75 | |||||
13.2 | Change of Address | 76 | |||||
ARTICLE XIV | COUNTERPARTS | 76 | |||||
ARTICLE XV | CHOICE OF LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL | 76 | |||||
ARTICLE XVI | TERMINATION OF CERTAIN EXISTING CREDIT AGREEMENTS WAIVER OF CERTAIN PROVISIONS THEREUNDER | 77 |
(i) | the Borrower requesting an Advance; |
(ii) | the aggregate amount of the requested Advance; |
(iii) | the date of such Advance, which shall be a Business Day; |
(iv) | whether such Advance is to be a Eurodollar Rate Advance or a Fixed Rate Advance; and |
(v) | the Interest Period to be applicable to such Advance, which shall be a period contemplated by the definition of the term “Interest Period”. |
(i) | the Borrower requesting such Borrowing, |
(ii) | the Borrowing Date, which shall be a Business Day, of such Advance, |
(iii) | the aggregate amount of such Advance, |
(iv) | the Type of Advance selected, and |
(v) | in the case of each Eurodollar Advance, the Interest Period applicable thereto. |
(i) | the requested date, which shall be a Business Day, of such conversion or continuation, |
(ii) | the aggregate amount and Type of the Advance to be converted or continued, and |
(iii) | the amount of the Advance to be converted into or continued as a Eurodollar Advance and the duration of the Interest Period applicable thereto. |
(ii) | The Agent shall also maintain accounts in which it will record (a) the date and the amount of each Loan made to each Borrower hereunder, the Type thereof and the Interest Period (in the case of a Eurodollar Advance) with respect thereto, (b) the amount of any principal or interest due and payable or to become due and payable from each Borrower to each Lender hereunder, (c) the effective date and amount of each Assignment Agreement delivered to and accepted by it pursuant to Section 12.3 and the parties thereto, (d) the amount of any sum received by the Agent hereunder from each Borrower and each Lender’s share thereof, and (e) all other appropriate debits and credits as provided in this Agreement, including, without limitation, all fees, charges, expenses and interest. |
(iii) | The entries maintained in the accounts maintained pursuant to paragraphs (i) and (ii) above shall be prima facie evidence absent manifest error of the existence and amounts of the Obligations therein recorded; provided, however, that the failure of the Agent or any Lender to maintain such accounts or any error therein shall not in any manner affect the obligation of such Borrower to repay the Obligations in accordance with their terms. |
(iv) | Any Lender may request that its Loans be evidenced by a promissory note in substantially the form of Exhibit E (a “Note”). In such event, the applicable |
(ii) | In addition, the Borrowers severally agree to pay any present or future stamp or documentary taxes and any other excise or property taxes, charges or similar levies which arise from any payment made hereunder or under any Note or from the execution or delivery of, or otherwise with respect to, this Agreement or any Note (“Other Taxes”). |
(iii) | The Borrowers shall indemnify the Agent and each Lender for the full amount of Taxes or Other Taxes (including, without limitation, any Taxes or Other Taxes imposed on amounts payable under this Section 3.5) paid by the Agent or such Lender and any liability (including penalties, interest and expenses) arising therefrom or with respect thereto. Payments due under this indemnification shall be made within 30 days of the date the Agent or such Lender makes demand therefor pursuant to Section 3.6. |
(iv) | Each Lender that is not incorporated under the laws of the United States of America or a state thereof (each a “Non-U.S. Lender”) agrees that it will, not more than ten Business Days after the date on which it becomes a party to this Agreement (but in any event before a payment is due to it hereunder), (i) deliver to the Company and the Agent two duly completed copies of United States Internal Revenue Service Form W-8BEN or W-8ECI, certifying in either case that such Lender is entitled to receive payments under this Agreement without deduction or withholding of any United States federal income taxes, or (ii) in the case of a Non-U.S. Lender that is fiscally transparent, deliver to the Agent a United States Internal Revenue Form W-8IMY together with the applicable accompanying forms, W-8 or W-9, as the case may be, and certify that it is entitled to an exemption from United States withholding tax. Each Non-U.S. Lender further undertakes to deliver to each of the Borrowers and the Agent (x) renewals or additional copies of such form (or any successor form) on or before the date that such form expires or becomes obsolete, and (y) after the occurrence of any event requiring a change in the most recent forms so delivered by it, such additional forms or amendments thereto as may be reasonably requested by the Borrowers or the Agent. All forms or amendments described in the preceding sentence shall certify that such Lender is entitled to receive payments under this Agreement without deduction or withholding of any United States federal income |
(v) | For any period during which a Non-U.S. Lender has failed to provide any Borrower with an appropriate form pursuant to clause (iv) above (unless such failure is due to a change in treaty, law or regulation, or any change in the interpretation or administration thereof by any governmental authority, occurring subsequent to the date on which such Non-U.S. Lender became a party to this Agreement), such Non-U.S. Lender shall not be entitled to indemnification under this Section 3.5 with respect to Taxes imposed by the United States; provided that, should a Non-U.S. Lender which is otherwise exempt from or subject to a reduced rate of withholding tax become subject to Taxes because of its failure to deliver a form required under clause (iv) above, each Borrower shall take such steps as such Non-U.S. Lender shall reasonably request to assist such Non-U.S. Lender to recover such Taxes. |
(vi) | Any Lender that is entitled to an exemption from or reduction of withholding tax with respect to payments under this Agreement or any Note pursuant to the law of any relevant jurisdiction or any treaty shall deliver to the Company (with a copy to the Agent), at the time or times prescribed by applicable law, such properly completed and executed documentation prescribed by applicable law as will permit such payments to be made without withholding or at a reduced rate. |
(vii) | If the U.S. Internal Revenue Service or any other governmental authority of the United States or any other country or any political subdivision thereof asserts a claim that the Agent did not properly withhold tax from amounts paid to or for the account of any Lender (because the appropriate form was not delivered or properly completed, because such Lender failed to notify the Agent of a change in circumstances which rendered its exemption from withholding ineffective, or for any other reason), such Lender shall indemnify the Agent fully for all amounts paid, directly or indirectly, by the Agent as tax, withholding therefor, or otherwise, including penalties and interest, and including taxes imposed by any jurisdiction on amounts payable to the Agent under this subsection, together with all reasonable costs and expenses related thereto (including attorneys’ fees and time charges of attorneys for the Agent, which attorneys may be employees of the Agent). The obligations of the Lenders under this Section 3.5(vii) shall survive the payment of the Obligations and termination of this Agreement. |
(ii) | Subject to paragraph (iii) below, the Borrowers hereby further agree to indemnify the Agent, each Arranger, each Issuing Bank, each Lender, their respective affiliates, and each of their directors, officers and employees against all losses, claims, damages, penalties, judgments, liabilities and expenses (including, without limitation, all expenses of litigation or preparation therefor whether or not the Agent, any Arranger, any Issuing Bank, any Lender or any affiliate is a party thereto, and all attorneys’ and paralegals’ fees, time charges and expenses of attorneys and paralegals of the party seeking indemnification, which attorneys and paralegals may or may not be employees of such party seeking indemnification) which any of them may pay or incur arising out of or relating to this Agreement, the other Loan Documents, the transactions contemplated hereby or the direct or |
(iii) | Each amount payable under paragraph (ii) of this Section shall be an obligation of, and shall be discharged by (a) to the extent arising out of acts, events and circumstances related to a particular Borrower, such Borrower and (b) otherwise, all the Borrowers, with each Borrower being severally liable for such Borrower’s Contribution Percentage of such amount, provided that in consideration of the availability, on the terms set forth herein, of the entire amount of the Commitments in the form of borrowings by and Letters of Credit issued for the account of the Company, the Company agrees that, if one or more of the Borrowing Subsidiaries shall fail to pay any amount owed by it under clause (b) of this paragraph (iii) after a demand shall have been made by the Person to which such amount is owed, the Company shall promptly pay such amount (the Company hereby irrevocably waiving any defenses that might otherwise be available to it as a guarantor of the obligations of any Borrowing Subsidiary under this Section). |
(iv) | To the extent that the Borrowers fail to pay any amount required to be paid by them to the Agent, either Arranger, any Issuing Bank or the Swingline Lender under paragraph (i) or (ii) of this Section, each Lender severally agrees to pay to the Agent, such Arranger, such Issuing Bank or the Swingline Lender, as the case may be, such Lender’s Pro Rata Share (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the Agent, such Arranger, such Issuing Bank or the Swingline Lender in its capacity as such. |
(v) | The obligations of the Borrowers under this Section 9.6 shall survive the termination of this Agreement and, as to each Borrower, the Maturity Date applicable to such Borrower. |
(i) | Subject to the terms and conditions set forth in this Section 12.1.2, any Lender may from time to time elect to designate an Eligible Designee to provide all or any part of the Loans to be made by such Lender pursuant to this Agreement; provided that the designation of an Eligible Designee by any Lender for purposes of this Section 12.1.2 shall be subject to the approval of the Agent (which consent shall not be unreasonably withheld or delayed). Upon the execution by the parties to each such designation of an agreement in the form of Exhibit F hereto (a “Designation Agreement”) and the acceptance thereof by the Agent, the Eligible Designee shall become a Designated Lender for purposes of this Agreement. The Designating Lender shall thereafter have the right to permit the Designated Lender to provide all or a portion of the Loans to be made by the Designating Lender pursuant to the terms of this Agreement and the making of such Loans or portion thereof shall satisfy the obligations of the Designating Lender to the same extent, and as if, such Loan was made by the Designating Lender. As to any Loan made by it, each Designated Lender shall have all the rights a Lender making such Loan would have under this Agreement and otherwise; provided, (x) that all voting rights under this Agreement shall be exercised solely by the Designating Lender, (y) each Designating Lender shall remain solely responsible to the other parties hereto for its obligations under this Agreement, including the obligations of a Lender in respect of Loans made by its Designated Lender and (z) no Designated Lender shall be entitled to reimbursement under Article III hereof for any amount which would exceed the amount that would have been payable by the Borrowers to the Lender from which the Designated Lender obtained any interests hereunder. No additional Notes shall be required with respect to Loans provided by a Designated Lender; provided, however, to the extent any Designated Lender shall advance funds, the Designating Lender shall be deemed to hold the Notes in its possession as an agent for such Designated Lender to the extent of the Loan funded by such Designated Lender. Such Designating Lender shall act as |
(ii) | Each party to this Agreement hereby agrees that it shall not institute against, or join any other Person in instituting against, any Designated Lender any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding or other proceedings under any federal or state bankruptcy or similar law for one year and a day after the payment in full of all outstanding senior indebtedness of any Designated Lender. This Section 12.1.2 shall survive the termination of this Agreement. |
(i) | if to any Borrower, to it in care of Ameren Corporation, 1901 Chouteau Avenue, St. Louis, MO 63103, Attention of Jerre E. Birdsong, Vice President and Treasurer (Telecopy No. (314) 554-3066); |
(ii) | if to the Agent, to JPMorgan Chase Bank, N.A., Loan and Agency Services Group, 1111 Fannin, 10th Floor, Houston, TX 77002, Attention: Sylvia Gutierrez (Telecopy No. (713) 427-6307), with a copy to JPMorgan Chase Bank, N.A., 270 Park Avenue, New York, NY 10017, Attention of Michael J. DeForge (Telecopy No. (212) 270-3098); |
(iii) | if to any other Lender or Issuing Bank, to it at its address (or telecopy number) set forth in its Administrative Questionnaire. |
AMEREN CORPORATION, | |
by | |
/s/ Jerre E. Birdsong | |
Name: Jerre E. Birdsong | |
Title: Vice President and Treasurer | |
UNION ELECTRIC COMPANY, | |
by | |
/s/ Jerre E. Birdsong | |
Name: Jerre E. Birdsong | |
Title: Vice President and Treasurer | |
CENTRAL ILLINOIS PUBLIC SERVICE COMPANY, | |
by | |
/s/ Jerre E. Birdsong | |
Name: Jerre E. Birdsong | |
Title: Vice President and Treasurer | |
CENTRAL ILLINOIS LIGHT COMPANY, | |
by | |
/s/ Jerre E. Birdsong | |
Name: Jerre E. Birdsong | |
Title: Vice President and Treasurer | |
AMEREN ENERGY GENERATING COMPANY, | |
by | |
/s/ Jerre E. Birdsong | |
Name: Jerre E. Birdsong | |
Title: Vice President and Treasurer | |
ILLINOIS POWER COMPANY, | |
by | |
/s/ Jerre E. Birdsong | |
Name: Jerre E. Birdsong | |
Title: Vice President and Treasurer | |
JPMORGAN CHASE BANK, N.A., as Agent, as a Lender and as an Issuing Bank, | |
by | |
/s/ Michael J. DeForge | |
Name: Michael J. DeForge | |
Title: Vice President | |
BARCLAYS BANK PLC, as Syndication Agent, as a Lender and as an Issuing Bank, | |
by | |
/s/ Sydney G. Dennis | |
Name: Sydney G. Dennis | |
Title: Director | |
by /s/ Gary T. Taylor | |
Name: Gary T. Taylor | |
Title: Senior Vice President | |
by /s/ Richard Evans | |
Name: Richard Evans | |
Title: Vice President | |
by /s/ Cynthia D. Howells | |
Name: Cynthia D. Howells | |
Title: Vice President | |
by /s/ Francis DeLaney | |
Name: Francis DeLaney | |
Title: Managing Director | |
by /s/ Mark Renaud | |
Name: Mark Renaud | |
Title: Managing Director | |
by /s/ Tsuguyuki Umene | |
Name: Tsuguyuki Umene | |
Title: Deputy General Manager | |
by /s/ Wilfred V. Saint | |
Name: Wilfred V. Saint | |
Title: Director Banking Products Services, US | |
by /s/ Joselin Fernandes | |
Name: Joselin Fernandes | |
Title: Associate Director Banking Products Services, US | |
by /s/ Karen Meyer | |
Name: Karen Meyer | |
Title: Vice President | |
by /s/ Lawrence N. Gross | |
Name: Lawrence N. Gross | |
Title: Assistant Vice President | |
by /s/ Manda D’Agata | |
Name: Manda D’Agata | |
Title: Assistant Vice President | |
by /s/ Jose Aldeanueva | |
Name: Jose Aldeanueva | |
Title: Vice President | |
by /s/ Robert M. Sander | |
Name: Robert M. Sander | |
Title: Vice President | |
by /s/ Mark W. Robers | |
Name: Mark W. Rogers | |
Title: Vice President | |
by /s/ Kathleen D. Schurr | |
Name: Kathleen D. Schurr | |
Title: Vice President | |
by /s/ Frank W. Sant | |
Name: Frank W. Sant | |
Title: Commercial Loan Officer | |
by /s/ Eric Hartman | |
Name: Eric Hartman | |
Title: Vice President | |
by /s/ Cecil G. Wood | |
Name: Cecil G. Wood | |
Title: Executive Vice President | |
Lender | Commitment |
JPMorgan Chase Bank, N.A. | $100,000,000.00 |
Barclays Bank PLC | 100,000,000.00 |
Lehman Brothers Bank, FSB | 100,000,000.00 |
Citibank, N.A. | 82,500,000.00 |
The Bank of New York | 82,500,000.00 |
BNP Paribas | 82,500,000.00 |
The Bank of Tokyo-Mitsubishi, Ltd. | 73,000,000.00 |
UBS Loan Finance LLC | 73,000,000.00 |
US Bank, N.A. | 73,000,000.00 |
Wachovia Bank, N.A. | 73,000,000.00 |
William Street Commitment Corporation | 73,000,000.00 |
HSBC Bank USA, N.A. | 65,000,000.00 |
Fifth Third Bank | 40,000,000.00 |
Mellon Bank, N.A. | 40,000,000.00 |
The Northern Trust Company | 36,000,000.00 |
Commerce Bank, N.A. | 20,000,000.00 |
National City Bank | 20,000,000.00 |
UMB Bank, N.A. | 16,500,000.00 |
Aggregate Commitment | $1,150,000,000.00 |
Issuing Bank | LC Commitment |
JPMorgan Chase Bank, N.A. | $575,000,000.00 |
Barclays Bank PLC | 575,000,000.00 |
ApplicableMargin or Fee | Level I Status | Level II Status | Level III Status | Level IV Status | Level V Status | Level VI Status |
LIBOR Spread/LC Participation Fee (when Usage ≤ 50.0%) | 0.180% | 0.220% | 0.350% | 0.425% | 0.500% | 0.800% |
ABR Spread (when Usage ≤ 50.0%) | 0.000% | 0.000% | 0.000% | 0.000% | 0.000% | 0.000% |
LIBOR Spread/LC Participation Fee (when Usage > 50.0%) | 0.280% | 0.320% | 0.450% | 0.525% | 0.600% | 1.050% |
ABR Spread (when Usage > 50.0%) | 0.000% | 0.000% | 0.000% | 0.000% | 0.000% | 0.050% |
Facility Fee | 0.070% | 0.080% | 0.100% | 0.125% | 0.150% | 0.200% |
Subsidiary | Jurisdiction of Organization | Owned By | Percent Ownership | |
1. | Union Electric Company | Missouri | Ameren Corporation | 100% |
2. | Central Illinois Public Service Company | Illinois | Ameren Corporation | 100% |
3. | CIPSCO Investment Company | Illinois | Ameren Corporation | 100% |
4. | Ameren Energy, Inc. | Missouri | Ameren Corporation | 100% |
5. | Ameren Services Company | Missouri | Ameren Corporation | 100% |
6. | Ameren Development Company | Missouri | Ameren Corporation | 100% |
7. | Ameren Energy Resources Company | Illinois | Ameren Corporation | 100% |
8. | AmerenEnergy Medina Valley Cogen (No. 4), L.L.C. | Illinois | Ameren Energy Resources Company | 100% |
9. | AmerenEnergy Medina Valley Cogen (No. 2), L.L.C. | Illinois | Ameren Energy Resources Company | 100% |
10. | AmerenEnergy Medina Operations, L.L.C. | Illinois | Ameren Energy Resources Company | 100% |
11. | AmerenEnergy Medina Valley Cogen, L.L.C. | Illinois | Ameren Energy Resources Company | 100% |
12. | Electric Energy, Inc. | Illinois | Union Electric Company | 40% |
Ameren Energy Resources Company | 40% | |||
a. | Joppa & Eastern Railroad Company | Illinois | Electric Energy, Inc. | 100% |
b. | Met-South, Inc. | Illinois | Electric Energy, Inc. | 100% |
c. | Midwest Electric Power, Inc. | Illinois | Electric Energy, Inc. | 100% |
d. | Southern Materials Transfer, Inc. | Illinois | Electric Energy, Inc. | 100% |
e. | Massac Enterprises, LLC | Illinois | Electric Energy, Inc. | 100% |
f. | Joppa Generating Station, LLC | Illinois | Electric Energy, Inc. | 100% |
13. | Union Electric Development Corporation | Missouri | Union Electric Company | 100% |
14. | Illinois Materials Supply Co. | Illinois | Ameren Energy Resources Company | 100% |
15. | Ameren Energy Marketing Company | Illinois | Ameren Energy Resources Company | 100% |
16. | Ameren Energy Development Company | Illinois | Ameren Energy Resources Company | 100% |
17. | Ameren Energy Generating Company | Illinois | Ameren Energy Development Company | 100% |
18. | Coffeen and Western Railroad Company | Illinois | Ameren Energy Generating | 100% |
19. | Ameren Energy Fuels and Services Company | Illinois | Ameren Energy Resources Company | 100% |
20. | Ameren Energy Communications, Inc. | Missouri | Ameren Development Company | 100% |
21. | Ameren ERC, Inc. | Missouri | Ameren Development Company | 100% |
22. | Missouri Central Railroad Company | Delaware | Ameren ERC, Inc. | 100% |
23. | Gateway Energy Systems, L.C. | Missouri | Ameren ERC, Inc. | 89.1% |
24. | Gateway Energy WGK Project, L.L.C. | Illinois | Ameren ERC, Inc. | 89.1% |
25. | CIPS Energy, Inc. | Illinois | Central Illinois Public Service Company | 100% |
26. | CIPSCO Venture Company | Illinois | Central Illinois Public Service Company | 100% |
27. | CIPSCO Securities Company | Illinois | CIPSCO Investment Company | 100% |
28. | CIPSCO Leasing Company | Illinois | CIPSCO Investment Company | 100% |
29. | CIPSCO Energy Company | Illinois | CIPSCO Investment Company | 100% |
30. | CLC Aircraft Leasing Co. | Illinois | CIPSCO Leasing Company | 100% |
31. | CLC Leasing Co. A | Illinois | CIPSCO Leasing Company | 100% |
32. | CEC-ACLP-Co. | Illinois | CIPSCO Energy Company | 100% |
33. | Cowboy Railroad Development Company | Arkansas | Ameren Energy Fuels and Services Company | 70.97% |
34. | AFS Development Company, LLC | Illinois | Ameren Energy Fuels and Services Company | 100% |
35. | CILCORP Inc. | Illinois | Ameren Corporation | 100% |
36. | Central Illinois Light Company | Illinois | CILCORP Inc. | 100% |
37. | CILCO Exploration and Development Co. | Illinois | Central Illinois Light Company | 100% |
38. | AmerenEnergy Resources Generating Company | Illinois | Central Illinois Light Company | 100% |
39. | CILCO Energy Corporation | Illinois | Central Illinois Light Company | 100% |
40. | CILCORP Investment Management Inc. | Illinois | CILCORP Inc. | 100% |
41. | CIM Air Leasing Inc. | Illinois | CILCORP Investment Management Inc. | 100% |
42. | CIM Energy Investment Inc. | Illinois | CILCORP Investment Management Inc. | 100% |
43. | CIM Leasing Inc. | Delaware | CILCORP Investment Management Inc. | 100% |
44. | CILCORP Lease Management Inc. | Delaware | CILCORP Investment Management Inc. | 100% |
45. | CLM Inc., IV | Delaware | CILCORP Lease Management Inc. | 100% |
46. | CLM Inc. - VII | Delaware | CILCORP Lease Management Inc. | 100% |
47. | CLM Inc. - VIII | Delaware | CILCORP Lease Management Inc. | 100% |
48. | CLM X, Inc. | Delaware | CILCORP Lease Management Inc. | 100% |
49. | CLM Inc., VI | Delaware | CLM X, Inc. | 100% |
50. | CLM XI, Inc. | Delaware | CLM X, Inc. | 100% |
51. | CLM XII, Inc. | Delaware | CILCORP Lease Management Inc. | 100% |
52. | QST Enterprises Inc. | Illinois | CILCORP Inc. | 100% |
53. | QST Energy Inc. | Illinois | QST Enterprises Inc. | 100% |
54. | QST Energy Trading Inc. | Illinois | QST Energy Inc. | 100% |
55. | CILCORP Infraservices Inc. | Illinois | QST Enterprises Inc. | 100% |
56. | QST Inc. | Illinois | QST Enterprises Inc. | 100% |
57. | ESE Land Corporation | Illinois | QST Enterprises Inc. | 100% |
58. | Savannah Resources Corp. | California | ESE Land Corporation | 100% |
59. | ESE Placentia Development Corporation | Illinois | ESE Land Corporation | 100% |
60. | CILCORP Venture Inc. | Illinois | CILCORP Inc. | 100% |
61. | CILCORP Energy Services Inc. | Illinois | CILCORP Venture Inc. | 100% |
62. | Agricultural Research & Development Corp. | Illinois | CILCORP Venture Inc. | 80% |
63. | Illinois Power Company | Illinois | Ameren Corporation | 100% |
64. | IP Gas Supply Company | Illinois | Illinois Power Company | 100% |
65. | Illinois Power Transmission Company, LLC | Delaware | Illinois Power Company | 100% |
66. | Illinois Power Securitization Limited Liability Company | Delaware | Illinois Power Company | 100% |
67. | Illinois Power Special Purpose Trust | Delaware | Illinois Power Securitization Limited Liability Company | 100% |
68. | Illinois Power Financing I | Delaware | Illinois Power Company | 100% |
69. | Illinois Power Financing II | Delaware | Illinois Power Company | 100% |
· | Order Authorizing Various Financing and Related Transactions, Reservations of Jurisdiction issued on June 18, 2004 and expiring on June 30, 2007 (Release No. 35-27860; 70-10206): authorizes the Company to issue and sell (i) short-term debt in an aggregate principal amount at any time outstanding not to exceed $1,500,000,000; and (ii) common stock, preferred stock, equity-linked securities, preferred securities and/or unsecured long-term debt in an aggregate amount at any time outstanding not to exceed $2,500,000,000 |
· | Order Authorizing Issuance of Short-Term Debt; Money Pool; Reservation of Jurisdiction issued on February 27, 2003 and expiring on March 31, 2006 (Release No. 35-27655; 70-10106): authorizes Union Electric and CIPS to issue and sell short-term debt in an aggregate principal amount at any time outstanding not to exceed $1,000,000,000 and $250,000,000, respectively. |
· | Order Authorizing Acquisition of Exempt Holding Company, Internal and External Financing Transactions, Retention of Nonutility Business and Continued Exemptions; Reservation of Jurisdiction issued on January 29, 2003 and expiring on March 31, 2006 (Release No. 35-27645; 70-10078): authorizes CILCO to issue and sell short-term debt in an aggregate principal amount at any time outstanding not to exceed $250,000,000. |
· | Order Authorizing Acquisition of Illinois Power and Related Financing; Reservation of Jurisdiction issued on September 27, 2004 and expiring on June 30, 2007 (Release No. 35-27896; 70-10220): authorizes IP to issue and sell short-term debt in an aggregate principal amount at any time outstanding not to exceed $500,000,000. |
· | Letter order issued on June 22, 2004 and expiring June 22, 2006 (Docket No. ES04-19-000): authorizes Genco to issue and sell short-term debt in an aggregate principal amount at any time outstanding not to exceed $300,000,000. |
(i) | the incurrence by the Company or IP of short-term indebtedness for borrowed money in an aggregate principal amount not to exceed at any time $1,500,000,000 or $500,000,000, respectively, or (b) the issuance and sale by the Company of capital stock, preferred stock, certain other specified securities and long-term indebtedness for borrowed money in an aggregate principal amount not to exceed at any time $2,500,000,000, subject to, among other things, the condition that all such indebtedness be issued on or before June 30, 2007 and, in the case of short-term indebtedness, mature not later than 364 days thereafter, unless the Holding Company Act is repealed or revised. |
(ii) | the incurrence by Union Electric, CIPS or CILCO of short-term indebtedness for borrowed money in an aggregate principal amount not to exceed $1,000,000,000, $250,000,000 or $250,000,000, respectively, subject to, among other things, the condition that all such indebtedness be issued on or before March 31, 2006 and, mature not later than 364 days thereafter, unless the Holding Company Act is repealed or revised. |
*If the compliance certificate is requested by a Lender or an Issuing Bank pursuant to Section 4.2 in connection with a Credit Extension to a Borrowing Subsidiary, only the section with respect to the applicable Borrowing Subsidiary is to be completed.
1. | Assignor: | _______________________________________________________ | ||||
2. | Assignee: | _______________________________________________________ | [and is an Affiliate/Approved | |||
Fund of [identify Lender]]2 | ||||||
3. | Borrowers: | Ameren Corporation and its subsidiaries Union Electric Company, Central Illinois Public Service Company, Central Illinois Light Company, Ameren Energy Generating Company and Illinois Power Company | ||||
4. | Agent: | JPMorgan Chase Bank, N.A., as Agent under the Credit Agreement. | ||||
5. | Credit Agreement: | The Five-Year Revolving Credit Agreement, dated as of July 13, 2005, among the Borrowers, the Lenders party thereto and JPMorgan Chase Bank, N.A., as Agent. | ||||
6. | Assigned Interest: | |||||
Aggregate Amount of Commitment/Loans for all Lenders* | Amount of Commitment/Loans Assigned* | Percentage Assigned of Commitment/Loans3 | ||||
$ | $ | _______% | ||||
$ | $ | _______% | ||||
$ | $ | _______% | ||||
7. | Trade Date: | _______________________________________________________________________________ 4 | ||||
2 Select as applicable.
* Amount to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date.
3 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder.
4 Insert if satisfaction of minimum amounts is to be determined as of the Trade Date.
ASSIGNOR [NAME OF ASSIGNOR] | |||
By: | |||
Title: | |||
ASSIGNEE [NAME OF ASSIGNEE] | |||
By: | |||
Title: | |||
[Consented to and]5 Accepted | |||
JPMORGAN CHASE BANK, N.A., as Agent | |||
By: | |||
Title: | |||
[Consented to:]6 | |||
AMEREN CORPORATION | |||
By: | |||
Title: | |||
[Consented to:]7 | |||
UNION ELECTRIC COMPANY | |||
By: | |||
Title: | |||
[Consented to:]8 | |||
5 To be added only if the consent of the Agent is required by the terms of the Credit Agreement.
6 To be added only if the consent of each Borrower is required by the terms of the Credit Agreement.
7 To be added only if the consent of each Borrower is required by the terms of the Credit Agreement.
CENTRAL ILLINOIS PUBLIC SERVICE COMPANY | |||
By: | |||
Title: | |||
[Consented to:]9 | |||
CENTRAL ILLINOIS LIGHT COMPANY | |||
By: | |||
Title: | |||
[Consented to:]10 | |||
AMEREN ENERGY GENERATING COMPANY | |||
By: | |||
Title: | |||
[Consented to:]11 | |||
ILLINOIS POWER COMPANY | |||
By: | |||
Title: |
Re: | Five-Year Revolving Credit Agreement, dated July 13, 2005 (as the same may be amended or modified, the “Credit Agreement”), among Ameren Corporation (the “Company”), and its subsidiaries Union Electric Company, Central Illinois Public Service Company, Central Illinois Light Company, Ameren Energy Generating Company and Illinois Power Company (the Company and such subsidiaries each, a “Borrower” and collectively, the “Borrowers”), the Lenders named therein and the Agent. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned thereto in the Credit Agreement. |
Facility Identification Number(s) ______________________________________________ | |||||||||
Customer/Account Name 0; | |||||||||
Transfer Funds To Bank of America, N.A. (Dallas, Texas) | |||||||||
ABA 111000012 | |||||||||
For Account No. 3750960963 160; | |||||||||
Reference/Attention To Ameren Corporation General 0; | |||||||||
Authorized Officer (Customer Representative) | Date | ||||||||
(Please Print) | Signature | ||||||||
Bank Officer Name | Date | ||||||||
(Please Print) | Signature |
_________________________ | ||||
By: _________________________________ | ||||
Print Name: ___________________________ | ||||
Title: ________________________________ |
Date | Principal Amount of Loan | Maturity of Interest Period | Principal Amount Paid | Unpaid Balance |
1. | The Designating Lender hereby designates the Designated Lender, and the Designated Lender hereby accepts such designation, as its Designated Lender under the Credit Agreement. |
2. | The Designating Lender makes no representations or warranty and assumes no responsibility with respect to the financial condition of the Borrowers or the performance or observance by the Borrowers of any of its obligations under the Credit Agreement or any other instrument or document furnished pursuant thereto. |
3. | The Designated Lender (i) confirms that it has received a copy of the Credit Agreement, together with copies of the financial statements referred to in Article V and Article VI thereof and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Designation Agreement; (ii) agrees that it will, independently and without reliance upon the Agent, the Designating Lender or any other Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking any action it may be permitted to take under the Credit Agreement; (iii) confirms that it is an Eligible Designee; (iv) appoints and authorizes the Designating Lender as its administrative agent and attorney-in-fact and grants the Designating Lender an irrevocable power of attorney to receive payments made for the benefit of the Designated Lender under the Credit Agreement and to deliver and receive all communications and notices under the Credit Agreement, if any, that Designated Lender is obligated to deliver or has the right to receive thereunder; (v) acknowledges that it is subject to and bound by the confidentiality provisions of the Credit Agreement (except as permitted under Section 12.4 thereof); |
4. | Following the execution of this Designation Agreement by the Designating Lender, the Designated Lender and the Borrowers, it will be delivered to the Agent for acceptance and recording by the Agent. The effective date of this Designation Agreement shall be the date of acceptance thereof by the Agent, unless otherwise specified on the signature page hereto (the “Effective Date”). |
5. | Upon such acceptance and recording by the Agent, as of the Effective Date (a) the Designated Lender shall have the right to make Loans as a Lender pursuant to Article II of the Credit Agreement and the rights of a Lender related thereto and (b) the making of any such Loans by the Designated Lender shall satisfy the obligations of the Designating Lender under the Credit Agreement to the same extent, and as if, such Loans were made by the Designating Lender. |
6. | Each party to this Designation Agreement hereby agrees that it shall not institute against, or join any other Person in instituting against, any Designated Lender any bankruptcy, reorganization, arrangement, insolvency or liquidation proceeding or other proceedings under any federal or state bankruptcy or similar law for one year and a day after payment in full of all outstanding senior indebtedness of any Designated Lender; provided that the Designating Lender for each Designated Lender hereby agrees to indemnify, save and hold harmless each other party hereto for any loss, cost, damage and expense arising out of its inability to institute any such proceeding against such Designated Lender. This Section 6 of the Designation Agreement shall survive the termination of this Designation Agreement and termination of the Credit Agreement. |
7. | This Designation Agreement shall be governed by, and construed in accordance with, the internal laws of the State of New York. |