EXHIBIT 10.7
FUEL SERVICES AGREEMENT
Between
AMEREN ENERGY FUELS AND SERVICES COMPANY
And
AMEREN ENERGY RESOURCES COMPANY
THIS FUEL SERVICES AGREEMENT, made and entered into as of November 1, 2000
by and between AMEREN ENERGY FUELS AND SERVICES COMPANY ("AFS"), an Illinois
corporation; and AMEREN ENERGY RESOURCES COMPANY ("AER"), an Illinois
Corporation, for itself and its subsidiaries (AFS and AER hereinafter sometimes
referred to individually as a "Party" and collectively as the "Parties");
W I T N E S S E T H:
WHEREAS, AER is a subsidiary of Ameren Corporation ("Ameren"), a registered
holding company under the Public Utility Holding Company Act of 1935 ("the
Act"), and, together with Ameren's other direct and indirect subsidiaries, form
the Ameren System; and
WHEREAS, AER has several subsidiaries, including Ameren Energy Generating
Company (AEG) and AFS, which are in the business of generating and selling
electricity at wholesale and at retail, and also in related businesses such as
fuel procurement and management; and
WHEREAS, AFS is engaged in services relating to the procurement and
management of a variety of energy related commodities and fuels, including coal,
petroleum coke, alternative fuels, propane, limestone, natural gas, oil, ash,
weather contracts, and emissions contracts; and
WHEREAS, AFS has assembled a highly-trained staff and developed and
acquired various capabilities, programs, systems and other resources in order to
provide the aforementioned services 1) to AER and to all of its existing and
future subsidiaries other than
AFS (hereinafter referred to collectively as "AER"), 2) to other Ameren
affiliates, and 3) to non-affiliates as requested; and
WHEREAS, AER desires to obtain services from AFS in the areas of fuel
procurement and management, emissions management, ash management, and other
services pertaining to the electric generating related businesses of AER; and
WHEREAS, economies and increased efficiencies will result from the
performance by AFS of certain support services for AER that would enable it to
operate more efficiently; and
WHEREAS, subject to the terms and conditions herein described, AFS will
render such services and provide such resources to AER at cost, determined in
accordance with applicable rules, regulations and orders of the Securities and
Exchange Commission ("the Commission");
NOW, THEREFORE, in consideration of the premises and of the mutual
agreements herein, the Parties hereto agree as follows:
Section 1. Agreement to Furnish Services
-----------------------------
AFS agrees to furnish to AER upon the terms and conditions herein provided,
the services hereinafter referred to and described in Section 2, at such times,
for such period and in such manner as AER may from time to time request. AFS
will keep itself and its personnel available and competent to render to AER such
services so long as it is authorized to do so by the appropriate federal and
state regulatory agencies.
Section 2. Services to be Performed
------------------------
AFS agrees to provide to AER, as applicable, the following services: 1) to
provide resources necessary to procure coal, natural gas and other fuel and
related transportation and storage services, and to manage such items and
assets, including resale and risk management activities, for the electric
generating facilities owned and/or operated by AER; 2) to provide and manage
other energy related commodities and fuels, including but not limited to
petroleum coke, alternative fuels, propane, limestone, oil, ash, emissions
contracts, and weather contracts; 3) to
2
provide planning and budgeting, business reporting, transaction administration,
rail car and other fuel related asset management, operational coordination,
contract and counter-party administration, regulatory reporting, support and
compliance, ash management activities, management of emissions accounts, and the
negotiation, execution and administration of contracts between AER and third
parties necessary to facilitate the above; and 4) to provide other related
activities as requested.
In addition to the services set forth above, AFS shall render advice and
assistance in connection with such other matters as AER may request and AFS
determines it is able to perform with respect to AER's business and operations.
Section 3. Compensation of AFS
-------------------
As compensation for services requested by AER and rendered to it by AFS,
AER hereby agrees to reimburse AFS for all costs properly chargeable or
allocable thereto, as controlled through a work order procedure. Costs shall be
computed in accordance with applicable rules and regulations (including, but not
limited to, Rules 90 and 91) under the Act and appropriate accounting standards.
Section 4. Work Orders
-----------
Services will be performed and billed in accordance with a work order
system established to capture the various types of costs incurred by AFS. Costs
will be charged to the appropriate work orders, which will then be the basis for
the billing of costs to AER.
Section 5. Payment
-------
Payment shall be by making remittance of the amount billed or by making
appropriate accounting entries on the books of the applicable companies.
Payment shall be accomplished on a monthly basis, and remittance or
accounting entries shall be completed within 60 days of billing.
3
Section 6. Appointment of AFS as Agent.
----------------------------
AER hereby appoints AFS as Agent to represent it in performing the services
described in Section 2 above. AER also authorizes AFS to purchase (i.e. take
title to) fuel, natural gas, and other energy related commodities and goods, and
to resell (i.e. convey title to) such commodities and goods to AER in the course
of performing the services described in Section 2. Any resale of fuel, natural
gas, and other energy related commodities and goods by AFS to AER shall be at
the costs incurred by AFS for its purchase of such items. AFS shall be
accountable for all funds advanced or collected on behalf of AER in connection
with any transaction in respect of which AFS provides services. The provision
of services by AFS pursuant to this Agreement shall in all cases and
notwithstanding anything herein contained to the contrary be subject to any
limitations contained in authorizations, rules or regulations of those
governmental agencies, if any, having jurisdiction over AFS or such provision of
services.
Section 7. Third Party Reliance on Agency Agreement
----------------------------------------
AER has duly and properly appointed AFS as its Agent. AFS has the full
power and authority to transact business on behalf of AER, and, in particular,
to transact for the purchase and sale of the commodities and services discussed
above on its behalf. In furtherance of the authority referred to above, AFS has
the right and power, whether or not under seal, to execute and deliver on behalf
of AER such documents and agreements as may be required in such business
transactions without delivering proof to any person of its authority to do so.
AER will be legally bound by the terms of any such agreement or contract entered
into by AFS and will be responsible for satisfying any obligations of AFS under
any such agreement or contract.
4
Section 8. Effective Date and Termination
------------------------------
This Agreement shall become effective as of the date listed on the first
page hereof, and shall remain in effect from said date unless terminated by
mutual agreement or by any Party giving at least six months written notice to
the other Party, each Party fully reserving the right to so terminate the
Agreement.
Section 9. Assignment
----------
This Agreement and the rights hereunder may not be assigned without the
mutual written consent of all Parties hereto.
Section 10. Miscellaneous
-------------
This Agreement shall be binding upon the successors and assigns of the
Parties hereto, provided that AFS shall not be entitled to assign or subcontract
out any of its obligations under this Agreement without the prior written
approval of AER. This Agreement may not be modified or amended in any respect
except in writing executed by the Parties hereto. This Agreement shall be
construed and enforced under and in accordance with the laws of the State of
Missouri. This Agreement may be executed in counterparts, each one of which
when fully executed shall be deemed to have the same dignity, force and effect
as if the original. No provision of this Agreement shall be deemed waived nor
breach of this Agreement consented to unless such waiver or consent is set forth
in writing and executed by the Party hereto making such waiver or consent.
5
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be
executed by their duly authorized representatives as of the day and year first
above written.
AMEREN ENERGY FUELS AND SERVICES COMPANY
By: /s/ Michael G. Mueller
-----------------------------------
Michael G. Mueller
Title: Vice President
---------------------------------
ATTEST:
By: /s/ Ronald K. Evans
----------------------------
Ronald K. Evans
Title: Assistant Secretary
--------------------------
AMEREN ENERGY RESOURCES COMPANY
By: /s/ Gary L. Rainwater
-----------------------------------
Gary L. Rainwater
Title: President
---------------------------------
ATTEST:
By: /s/ Ronald K. Evans
----------------------------
Ronald K. Evans
Title: Assistant Secretary
--------------------------
6