EXHIBIT B
AMEREN CORPORATION SYSTEM
UTILITY MONEY POOL AGREEMENT
This UTILITY MONEY POOL AGREEMENT is made and entered
into this day of , 1998 by and among Ameren
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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, d/b/a AmerenUE ("UE"),
a Missouri corporation and a utility subsidiary of Ameren; and
Central Illinois Public Service Company, d/b/a AmerenCIPS
("CIPS"), an Illinois corporation and a utility subsidiary of
Ameren (each a "Party" and collectively, the "Parties").
Recitals
The Parties from time to time have need to borrow funds
on a short-term basis. Some of the Parties from time to time are
expected to have funds available to loan on a short-term basis.
The Parties desire to establish a pool (the "Utility Money Pool")
to coordinate and provide for certain of their short-term cash
and working capital requirements.
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.
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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 such 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
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provisions of Section 1.4(b) of this Agreement, all short-term
borrowing needs of the Parties, with the exception of Ameren, may
be met by funds in the Utility Money Pool to the extent such
funds are available. Each Party (other than Ameren) 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"). Each Party (other than Ameren) 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 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.
Section 1.3 Source of Funds. (a) Funds will be
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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 the 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 the
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 to the Utility Money Pool.
Section 1.4 Authorization. (a) Each loan shall be
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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
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shall accrue interest monthly on the unpaid principal amount of
such loan to the Utility Money Pool from the date of such loan
until such principal amount shall be paid in full.
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(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).
(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
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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. Commitment
fees shall be allocated by usage of proceeds. 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
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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
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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- , (b) be dated as of the date of
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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.
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ARTICLE II
OPERATION OF UTILITY MONEY POOL
Section 2.1 Operation. Operation of the Utility Money
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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 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
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Money Pool. Funds not required to meet Utility Money Pool loans
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(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.
Section 2.3 Allocation of Interest Income and
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Investment Earnings. The interest income and other investment
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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
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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.
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ARTICLE III
MISCELLANEOUS
Section 3.1 Amendments. No amendment to this
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Agreement shall be adopted except in a writing executed by the
Parties.
Section 3.2 Legal Responsibility. Nothing herein
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contained shall render any Party liable for the obligations of
any other Party hereunder and the rights, obligations and
liabilities of the Parties are several in accordance with their
respective obligations, and not joint.
Section 3.3 Governing Law. This Agreement shall be
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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
first written above by the undersigned thereunto duly authorized.
AMEREN CORPORATION
By:
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Name:
Title:
AMEREN SERVICES COMPANY
By:
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Name:
Title:
UNION ELECTRIC COMPANY
By:
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Name:
Title:
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CENTRAL ILLINOIS PUBLIC SERVICE COMPANY
By:
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Name:
Title:
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EXHIBIT A
(to Utility Money Pool Agreement)
FORM OF UTILITY MONEY POOL NOTE
$ (See attached schedule for principal amount [Date]
outstanding at any time.)
FOR VALUE RECEIVED, the undersigned, ,
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a corporation (the "Company"), hereby unconditionally
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promises to pay to the order of (the "Lender"), on
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demand, or on a date agreed to by the Company and the Lender (but
in any case not later than one year after the date of the
applicable borrowing), at the offices of
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, in lawful money of the United States of
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America and in immediately available funds, the aggregate unpaid
principal amount of all loans (that are posted on the schedule
annexed hereto and made a Part hereof) made by the Lender to the
Company through the Ameren Corporation System Utility Money Pool
(the "Utility Money Pool") pursuant to the authorization in
effect from time to time of the Securities and Exchange
Commission under the Public Utility Holding Company Act of 1935,
as amended.
The Company further agrees to pay in like money at such
office accrued interest on the unpaid principal amount hereof
from time to time from the date of the applicable borrowing at
the rate as determined by Ameren Services Company, in its
capacity as a administrator of the Utility Money Pool, in
accordance with the terms and provisions of the Utility Money
Pool Agreement, dated as of , 1998, among the Company,
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the Lender and the other parties thereto. Interest shall be
payable monthly in arrears and upon payment (including
prepayment) in full of the unpaid principal amount hereof.
This Note shall be governed by, and construed and
interpreted in accordance with, the Laws of the State of
Missouri.
IN WITNESS WHEREOF, the undersigned, pursuant to due
authorization, has caused this Note to be executed in its name
and on its behalf by its duly authorized officer.
[Company]
By:
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Name:
Title:
