EXHIBIT 10.2
THIRD AMENDED
AMEREN CORPORATION SYSTEM
UTILITY MONEY POOL AGREEMENT
This UTILITY MONEY POOL AGREEMENT made and entered into on the 25th day of
March, 1999, as amended September 15, 2003, October 20, 2003, and September 30,
2004 by and among Ameren Corporation ("Ameren"), a Missouri corporation and a
registered holding company under the Public Utility Holding Company Act of 1935,
as amended (the "Act"); Ameren Services Company ("Ameren Services"), a Missouri
corporation and a subsidiary service company of Ameren; Union Electric Company,
doing business as AmerenUE ("AmerenUE"), a Missouri corporation and a utility
subsidiary of Ameren; Central Illinois Public Service Company, doing business as
AmerenCIPS ("AmerenCIPS"), an Illinois corporation and a utility subsidiary of
Ameren, Central Illinois Light Company, doing business as AmerenCILCO
("AmerenCILCO"), an Illinois corporation and an indirect utility subsidiary of
Ameren , AmerenEnergy Resources Generating Company ("AERG"), an Illinois
corporation and direct subsidiary of AmerenCILCO, and Illinois Power Company,
doing business as AmerenIP ("AmerenIP"), an Illinois corporation and utility
subsidiary of Ameren, (each a "Party" and collectively, the "Parties").
WHEREFORE, the Parties from time to time have need to borrow funds on a
short-term basis, and some of the Parties from time to time are expected to have
funds available to loan on a short-term basis;
WHEREAS, by the Utility Money Pool Agreement ("Agreement") dated March 25,
1999 all of the Parties, except AmerenCILCO , AERG and AmerenIP, established a
pool (the "Utility Money Pool") to coordinate and provide for certain of their
short-term cash and working capital requirements;
WHEREAS, on January 31, 2003 Ameren acquired CILCORP Inc. including
AmerenCILCO;
WHEREAS, the Agreement dated March 25, 1999 was amended on September 15,
2003 to add AmerenCILCO as a party to the Utility Money Pool and to make minor
changes to the Utility Money Pool Agreement;
WHEREAS, effective October 3, 2003, AmerenCILCO transferred certain
electric generating assets to AERG and AERG commenced operations as a "public
utility" as defined by the Act;
WHEREAS, AERG is not a utility under Illinois law;
WHEREAS, the Agreement dated March 25,1999, as amended on September 15,
2003, was further amended on October 20, 2003, to add AERG as a party to the
Agreement and to allow AERG to be a lender to, but not a borrower from, the
Utility Money Pool;
WHEREAS, on September 30, 2004, Ameren acquired Illinois Power Company,
which then commenced doing business as AmerenIP; and
WHEREAS, the Parties desire to add AmerenIP as a party to the Utility Money
Pool and the Agreement.
NOW THEREFORE, in consideration of the premises, and the mutual promises
set forth herein, the Parties hereto agree as follows:
ARTICLE I
CONTRIBUTIONS AND BORROWINGS
Section 1.1 Contributions to Utility Money Pool. Each Party will determine
each day, on the basis of cash flow projections and other relevant factors, in
such Party's sole discretion, the amount of funds it has available for
contribution to the Utility Money Pool, and will contribute such funds to the
Utility Money Pool. The determination of whether a Party at any time has surplus
funds to lend to the Utility Money Pool or shall lend funds to the Utility Money
Pool will be made by such Party's Treasurer, or by a designee thereof, on the
basis of cash flow projections and other relevant factors, in such Party's sole
discretion. Each Party may withdraw any of its funds at any time upon notice to
Ameren Services as administrative agent of the Utility Money Pool.
Section 1.2 Rights to Borrow. Subject to the provisions of Section 1.4(b)
of this Agreement, short-term borrowing needs of the Parties, with the exception
of Ameren and AERG, may be met by funds in the Utility Money Pool to the extent
such funds are available. Each Party (other than Ameren and AERG) shall have the
right to make short-term borrowings from the Utility Money Pool from time to
time, subject to the availability of funds and the limitations and conditions
set forth herein and in the applicable orders of the Securities and Exchange
Commission ("SEC"). AmerenUE's aggregate principal amount of borrowings
outstanding at any one time from the Utility Money Pool will be limited to $500
million. Each Party (other than Ameren and AERG) may request loans from the
Utility Money Pool from time to time during the period from the date hereof
until this Agreement is terminated by written agreement of the Parties;
provided, however, that the aggregate amount of all loans requested by any Party
hereunder shall not exceed the applicable borrowing limits set forth in
applicable orders of the SEC and other relevant regulatory authorities,
resolutions of such Party's shareholders and Board of Directors, such Party's
governing corporate documents, and agreements binding upon such Party. No Party
shall be obligated to borrow from the Utility Money Pool if lower cost funds can
be obtained from external borrowing. No loans through the Utility Money Pool
will be made to, and no borrowings through the Utility Money Pool will be made
by, Ameren or AERG.
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Section 1.3 Source of Funds. (a) Funds will be available through the
Utility Money Pool from the following sources for use by the Parties from time
to time: (i) surplus funds in the treasuries of Parties other than Ameren, (ii)
surplus funds in the treasury of Ameren, and (iii) proceeds from bank borrowings
and the sale of commercial paper by Parties ("External Funds"), in each case to
the extent permitted by applicable laws and regulatory orders. Funds will be
made available from such sources in such other order as Ameren Services, as
administrator of the Utility Money Pool, may determine will result in a lower
cost of borrowing to Parties borrowing from the Utility Money Pool, consistent
with the individual borrowing needs and financial standing of the Parties
providing funds to the Utility Money Pool.
(b) Borrowing Parties will borrow pro rata from each lending Party in the
proportion that the total amount loaned by such lending Party bears to the total
amount then loaned through the Utility Money Pool. On any day when more than one
fund source (e.g., surplus treasury funds of Ameren and other Utility Money Pool
participants ("Internal Funds") and External Funds), with different rates of
interest, is used to fund loans through the Utility Money Pool, each borrowing
Party will borrow pro rata from each fund source in the same proportion that the
amount of funds provided by that fund source bears to the total amount of
short-term funds available in the Utility Money Pool.
Section 1.4 Authorization. (a) Each loan shall be authorized by the lending
Party's Treasurer, or by a designee thereof.
(b) All borrowings from the Utility Money Pool shall be authorized by the
borrowing Party's Treasurer, or by a designee thereof. No Party shall be
required to effect a borrowing through the Utility Money Pool if such Party
determines that it can (and is authorized to) effect such borrowing at lower
cost directly from banks or through the sale of its own commercial paper in an
existing commercial paper program.
Section 1.5 Interest. Each Party receiving a loan shall accrue interest
monthly on the unpaid principal amount of such loan in the Utility Money Pool
from the date of such loan until such principal amount shall be paid in full.
(a) If only Internal Funds comprise the funds available in the Utility
Money Pool, the interest rate applicable to loans of such Internal Funds shall
be the CD yield equivalent of the 30-day Federal Reserve "AA" Non-Financial
commercial paper composite rate (or, if no such rate is established for that
day, then the applicable rate shall be the rate for the next preceding day for
which such rate was established).
(b) If only External Funds comprise the funds available in the Utility
Money Pool, the interest rate applicable to loans of such External Funds shall
be equal to the lending Party's cost for such External Funds (or, if more than
one Party had made available External Funds on such day, the applicable interest
rate shall be a composite rate, equal to the weighted average of the cost
incurred by the respective Parties for such External Funds).
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(c) In cases where both Internal Funds and External Funds are concurrently
borrowed through the Utility Money Pool, the rate applicable to all loans
comprised of such "blended" funds shall be a composite rate, equal to the
weighted average of the (i) cost of all Internal Funds contributed by Parties
(as determined pursuant to Section 1.5(a) above) and (ii) the cost of all such
External Funds (as determined pursuant to Section 1.5(b) above); provided, that
in circumstances where Internal Funds and External Funds are available for loans
through the Utility Money Pool, loans may be made exclusively from Internal
Funds or External Funds, rather than from a "blend" of such funds, to the extent
it is expected that such loans would result in a lower cost of borrowing.
Section 1.6 Certain Costs. The cost of compensating balances and/or fees
paid to banks to maintain credit lines by Parties lending External Funds to the
Utility Money Pool shall initially be paid by the Party maintaining such line. A
portion of such costs shall be retroactively allocated every month to the
Parties borrowing such External Funds through the Utility Money Pool in
proportion to their respective daily outstanding borrowings of such External
Funds.
Section 1.7 Repayment. Each Party receiving a loan hereunder shall repay
the principal amount of such loan, together with all interest accrued thereon,
on demand and in any event within one year of the date on which such loan was
made. All loans made through the Utility Money Pool may be prepaid by the
borrower without premium or penalty.
Section 1.8 Form of Loans to Parties. Loans to the Parties through the
Utility Money Pool will be made pursuant to open-account advances, repayable
upon demand and in any event not later than one year after the date of the
advance; provided, that each lending Party shall at all times be entitled to
receive upon demand one or more promissory notes evidencing any and all loans by
such lender. Any such note shall: (a) be substantially in the form filed as
Exhibit B to the Form U-1 Application-Declaration in File No. 70-9423, (b) be
dated as of the date of the initial borrowing, (c) mature on demand or on a date
agreed by the Parties to the transaction, but in any event not later than one
year after the date of the applicable borrowing, and (d) be repayable in whole
at any time or in part from time to time, without premium or penalty.
ARTICLE II
OPERATION OF UTILITY MONEY POOL
Section 2.1 Operation. Operation of the Utility Money Pool, including
record keeping and coordination of loans, will be handled by Ameren Services
under the authority of the appropriate officers of the Parties. Ameren Services
shall be responsible for the determination of all applicable interest rates and
charges to be applied to advances outstanding at any time hereunder, shall
maintain records of all advances, interest charges and accruals and interest and
principal payments for purposes hereof, and shall prepare periodic reports
thereof for the Parties. Ameren Services will administer the Utility
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Money Pool on an "at cost" basis. Separate records shall be kept by Ameren
Services for the Utility Money Pool established by this agreement and any other
money pool administered by Ameren Services.
Section 2.2 Investment of Surplus Funds in the Utility Money Pool. Funds
not required to meet Utility Money Pool loans (with the exception of funds
required to satisfy the Utility Money Pool's liquidity requirements) will
ordinarily be invested in one or more short-term investments, including: (i)
interest-bearing accounts with banks; (ii) obligations issued or guaranteed by
the U.S. government and/or its agencies and instrumentalities, including
obligations under repurchase agreements; (iii) obligations issued or guaranteed
by any state or political subdivision thereof, provided that such obligations
are rated not less than A by a nationally recognized rating agency; (iv)
commercial paper rated not less than A-1 or P-1 or their equivalent by a
nationally recognized rating agency; (v) money market funds; (vi) bank
certificates of deposit and bankers acceptances; (vii) Eurodollar certificates
of deposit or time deposits; (viii) investment grade medium term notes, variable
rate demand notes and variable rate preferred stock; and (ix) such other
investments as are permitted by Section 9(c) of the Act and Rule 40 thereunder
but only if also permitted by either applicable rule or order by each state
commission having jurisdiction over such investments or by applicable statutes
of each such state.
Section 2.3 Allocation of Interest Income and Investment Earnings. The
interest income and other investment income earned by the Utility Money Pool on
loans and investment of surplus funds will be allocated among the Parties in
accordance with the proportion each Party's contribution of funds in the Utility
Money Pool bears to the total amount of funds in the Utility Money Pool and the
cost of any External Funds provided to the Utility Money Pool by such Party.
Interest and other investment earnings will be computed on a daily basis and
settled once per month.
Section 2.4 Event of Default. If any Party shall generally not pay its
debts as such debts become due, or shall admit in writing its inability to pay
its debts generally, or shall make a general assignment for the benefit of
creditors, or any proceeding shall be instituted by or against any Party seeking
to adjudicate it a bankrupt or insolvent, then the other Parties may declare the
unpaid principal amount of any loans to such Party, and all interest thereon, to
be forthwith due and payable and all such amounts shall forthwith become due and
payable.
ARTICLE III
MISCELLANEOUS
Section 3.1 Amendments. No amendment to this Agreement shall be adopted
except in a writing executed by the Parties.
Section 3.2 Legal Responsibility. Nothing herein contained shall render any
Party liable for the obligations of any other Party hereunder and the rights,
obligations and
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liabilities of the Parties are several in accordance with their respective
obligations, and not joint.
Section 3.3 Governing Law. This Agreement shall be governed by, and
construed in accordance with, the laws of the State of Missouri.
IN WITNESS WHEREOF, the undersigned companies have duly caused this
document to be signed on their behalf on the date of amendment written above by
the undersigned thereunto duly authorized.
AMEREN CORPORATION
By /s/ Jerre E. Birdsong
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Name: Jerre E. Birdsong
Title: Vice President and Treasurer
AMEREN SERVICES COMPANY
By /s/ Jerre E. Birdsong
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Name: Jerre E. Birdsong
Title: Vice President and Treasurer
UNION ELECTRIC COMPANY
By /s/ Jerre E. Birdsong
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Name: Jerre E. Birdsong
Title: Vice President and Treasurer
CENTRAL ILLINOIS PUBLIC SERVICE COMPANY
By /s/ Jerre E. Birdsong
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Name: Jerre E. Birdsong
Title: Vice President and Treasurer
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CENTRAL ILLINOIS LIGHT COMPANY
By /s/ Jerre E. Birdsong
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Name: Jerre E. Birdsong
Title: Vice President and Treasurer
AMERENENERGY RESOURCES GENERATING COMPANY
By /s/ Jerre E. Birdsong
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Name: Jerre E. Birdsong
Title: Vice President and Treasurer
ILLINOIS POWER COMPANY
By /s/ Jerre E. Birdsong
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Name: Jerre E. Birdsong
Title: Vice President and Treasurer
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