EXHIBIT B-2
AMEREN CORPORATION SYSTEM
NON-REGULATED SUBSIDIARY
MONEY POOL AGREEMENT
This NON-REGULATED SUBSIDIARY MONEY POOL AGREEMENT (this "Agreement") is
made and entered into this __ day of ______, 2003 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"), AMEREN ENERGY, INC., and AMEREN
DEVELOPMENT COMPANY, each a Missouri corporation and subsidiary company of
Ameren; AMEREN ERC, INC., and AMEREN ENERGY COMMUNICATIONS, INC., each a
Missouri corporation and subsidiary company of Ameren Development Company;
CILCORP INC. ("CILCORP"), AMEREN ENERGY RESOURCES COMPANY AND CIPSCO INVESTMENT
COMPANY, each an Illinois corporation and a subsidiary of Ameren; AMEREN ENERGY
DEVELOPMENT COMPANY, AMEREN ENERGY MARKETING COMPANY, AMEREN ENERGY FUELS AND
SERVICES COMPANY, AND ILLINOIS MATERIALS SUPPLY CO., each an Illinois
corporation and a subsidiary of Ameren Energy Resources Company; AMEREN ENERGY
GENERATING COMPANY, an Illinois corporation and a subsidiary of Ameren Energy
Development Company; AFS DEVELOPMENT COMPANY, LLC, an Illinois limited liability
company and a subsidiary of Ameren Energy Fuels and Services Company; UNION
ELECTRIC DEVELOPMENT CORPORATION, a Missouri corporation and a subsidiary of
Union Electric Company, which is a subsidiary of Ameren; CILCORP INVESTMENT
MANAGEMENT INC., CILCORP VENTURES INC., and QST ENTERPRISES INC., each an
Illinois corporation and a subsidiary of CILCORP; CILCORP ENERGY SERVICES INC.,
an Illinois corporation and a subsidiary of CILCORP Ventures Inc.; CENTRAL
ILLINOIS GENERATION, INC., CILCO EXPLORATION AND DEVELOPMENT COMPANY, and CILCO
ENERGY CORPORATION, each an Illinois corporation and a subsidiary of Central
Illinois Light Company, which is a subsidiary of CILCORP; AES XXXXXX VALLEY
COGEN (NO. 4), L.L.C. ("AES Xxxxxx Valley"), an Illinois limited liability
company and a subsidiary of Ameren Energy Resources Company; AES XXXXXX VALLEY
OPERATIONS, L.L.C. and AES XXXXXX VALLEY COGEN (NO. 2) L.L.C., each an Illinois
limited liability company and a subsidiary of AES Xxxxxx Valley; and AES XXXXXX
VALLEY COGEN, L.L.C., an Illinois limited liability company and a subsidiary of
AES Xxxxxx Valley Cogen (No. 2) L.L.C. (each a "Party" and collectively, the
"Parties").
RECITALS
WHEREAS, Ameren and certain of the Parties named above are parties to the
Ameren System Amended and Restated Non-Utility Money Pool Agreement, as amended
from time to time through September 7, 2002, pursuant to which Ameren and
participating subsidiaries make contributions from time to time to the money
1
pool in order to coordinate and provide for the short-term cash and working
capital requirements of participating subsidiaries;
WHEREAS, in accordance with the authorization of the Securities and
Exchange Commission under the Act, Ameren acquired all of the issued and
outstanding common stock of CILCORP, effective [_______], 200[_], and, in
conjunction therewith, also acquired all of the membership interests in AES
Xxxxxx Valley;
WHEREAS, in conjunction with the acquisition of CILCORP and AES Xxxxxx
Valley, Ameren wishes to restate and replace the Amended and Restated
Non-Utility Money Pool Agreement, as amended, in order to add CILCORP, certain
direct and indirect subsidiaries of CILCORP, and AES Xxxxxx Valley and its
direct and indirect subsidiaries as money pool participants in order to
coordinate and provide for 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 LOANS
Section 1.1 Contributions to Non-Regulated Subsidiary 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 Non-Regulated Subsidiary Money Pool, and will
contribute such funds to the Non-Regulated Subsidiary Money Pool. The
determination of whether a Party at any time has surplus funds to contribute to
the Non-Regulated Subsidiary Money Pool or shall contribute funds to the
Non-Regulated Subsidiary Money Pool will be made by an appropriate officer of
such Party, 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 Non-Regulated Subsidiary Money Pool. No contributions to the
Non-Regulated Subsidiary Money Pool will be made by Ameren Services.
Section 1.2 Rights to Loans. (a) Subject to the provisions set forth in
this clause (a) and in Section 1.4(b) below, all short-term borrowing needs of
the Parties, with the exception of Ameren and CILCORP, may be met by funds in
the Non-Regulated Subsidiary Money Pool to the extent such funds are available.
Each Party (other than Ameren and CILCORP) shall have the right to request loans
from the Non-Regulated Subsidiary Money Pool from time to time, subject to the
availability of funds and the limitations and conditions set forth herein. Each
Party (other than Ameren and CILCORP) may request loans from the Non-Regulated
Subsidiary 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 borrowing limits set forth in any applicable
2
orders of the Securities and Exchange Commission and other regulatory
authorities, resolutions of such Party's shareholders and Board of Directors or
similar governing body, such Party's governing corporate documents, and
agreements binding upon such Party. No Party shall be obligated to borrow from
the Non-Regulated Subsidiary Money Pool if lower cost funds can be obtained from
external borrowing. No loans through the Non-Regulated Subsidiary Money Pool
will be made to, and no borrowings through the Non-Regulated Subsidiary Money
Pool will be made by, Ameren or CILCORP.
(b) Subject to receipt of any necessary regulatory approval, other
non-regulated affiliates of Ameren may enter into this Agreement under the same
terms and conditions by amendment executed by the affiliate and Ameren Services
as administrative agent.
Section 1.3 Source of Funds. (a) Funds will be available through the
Non-Regulated Subsidiary 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 Services ("Internal Sources"), and (ii) proceeds from commercial
paper issuances, bank borrowings or other external borrowing arrangements by
Parties other than Ameren Services ("External Sources"), in each case to the
extent permitted by applicable laws and regulatory orders. Funds will be made
available from such sources in such order as Ameren Services, as administrative
agent of the Non-Regulated Subsidiary Money Pool, may determine will result in a
lower cost of funds to Parties borrowing from the Non-Regulated Subsidiary Money
Pool, consistent with the individual borrowing needs and financial standing of
the Parties contributing funds to the Non-Regulated Subsidiary Money Pool.
(b) Borrowing Parties will be deemed to have borrowed pro rata from each
Party that has contributed funds to the Non-Regulated Subsidiary Money Pool in
the proportion that the total amount then contributed to the Non-Regulated
Subsidiary Money Pool by such Party bears to the total amount then contributed
to the Non-Regulated Subsidiary Money Pool by all Parties. On any day when more
than one source of funds (e.g., funds from Internal Sources and funds from
External Sources), with different rates of interest, are used to fund loans
through the Non-Regulated Subsidiary Money Pool, each borrowing Party will
borrow pro rata from each such source of funds in the Non-Regulated Subsidiary
Money Pool in the same proportion that the amount of funds provided by that
funding source bears to the total amount of short-term funds available in the
Non-Regulated Subsidiary Money Pool.
Section 1.4 Authorization. (a) Each contribution to the Non-Regulated
Subsidiary Money Pool shall be authorized by the contributing Party's President,
Treasurer, or Assistant Treasurer, or by a designee thereof.
(b) All borrowings from the Non-Regulated Subsidiary Money Pool shall be
authorized by the borrowing Party's President, Treasurer, Assistant Treasurer,
or by a designee thereof. Disbursement requests signed by a Party's President,
3
Treasurer, Assistant Treasurer, or designee thereof shall be considered as
authorization for borrowing hereunder.
Section 1.5 Interest. Each Party receiving a loan shall accrue interest
monthly on the unpaid principal amount of such loan from the Non-Regulated
Subsidiary Money Pool from the date of such loan until such principal amount
shall be paid in full.
(a) If only funds from Internal Sources comprise the funds available in the
Non-Regulated Subsidiary Money Pool, the interest rate applicable to loans of
such funds from Internal Sources shall be the CD yield equivalent of the 30-day
Federal Reserve "AA" Non-Financial Commercial Paper Composite Rate (the
"Composite Rate") (or, if no such Composite Rate is established for that day,
then the applicable rate shall be the Composite Rate for the next preceding day
for which such Composite Rate was established).
(b) If only funds from External Sources comprise the funds available in the
Non-Regulated Subsidiary Money Pool, the interest rate applicable to loans of
such funds from External Sources shall be equal to the lending Party's cost for
such funds from External Sources (or, if more than one Party had made available
funds from External Sources on such day, the applicable interest rate shall be a
blended rate, equal to the weighted average of the cost incurred by the
respective Parties for such funds from External Sources).
(c) In cases where funds from both Internal Sources and External Sources
are concurrently borrowed through the Non-Regulated Subsidiary Money Pool, the
rate applicable to all loans comprised of such "blended" funds shall be a
blended rate, equal to the weighted average of the (i) cost of all funds
contributed by Parties from Internal Sources (as determined pursuant to Section
1.5(a) above) and (ii) the cost of all such funds from External Sources (as
determined pursuant to Section 1.5(b) above); provided, that, notwithstanding
Section 1.3(b) of this Agreement, in circumstances where funds from Internal
Sources and External Sources are available for loans through the Non-Regulated
Subsidiary Money Pool, loans may be made exclusively with funds from Internal
Sources or External Sources, 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 or other institutions to maintain credit facilities by Parties
contributing funds from External Sources to the Non-Regulated Subsidiary Money
Pool shall initially be paid by the Party maintaining such facilities. A portion
of such costs shall periodically be allocated to the Parties borrowing such
funds from External Sources through the Non-Regulated Subsidiary Money Pool on a
fair and equitable basis.
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
4
made. All loans made through the Non-Regulated Subsidiary Money Pool may be
prepaid by the borrowing Party without premium or penalty.
Section 1.8 Form of Loans to Parties. Loans to Parties through the
Non-Regulated Subsidiary Money Pool will be made pursuant to open-account
advances, repayable upon demand; provided, that each Party contributing funds
shall at all times be entitled to receive upon demand one or more promissory
notes evidencing any and all loans made by the Non-Regulated Subsidiary Money
Pool. Any such note shall: (a) be dated as of the date of the initial borrowing,
(b) mature on demand or on a date agreed to by the Parties to the transaction,
but in any event not later than one year after the date of the applicable
borrowing, and (c) be prepayable in whole at any time or in part from time to
time, without premium or penalty.
ARTICLE II
OPERATION OF NON-REGULATED SUBSIDIARY MONEY POOL
Section 2.1 Operation. Operation of the Non-Regulated Subsidiary Money
Pool, including record keeping and coordination of contributions and 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 contributions to and
loans from the Non-Regulated Subsidiary Money Pool at any time hereunder, shall
maintain records of all such contributions and loans, 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 Non-Regulated Subsidiary Money Pool on an "at cost" basis.
Separate records shall be kept by Ameren Services for the Non-Regulated
Subsidiary Money Pool established by this Agreement and any other money pool
administered by Ameren Services.
Section 2.2 Investment of Surplus Funds in the Non-Regulated Subsidiary
Money Pool. Funds not required to meet Non-Regulated Subsidiary Money Pool loans
(with the exception of funds required to satisfy the Non-Regulated Subsidiary
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.
5
Section 2.3 Allocation of Interest Income and Investment Earnings. The
interest income and other investment income earned by the Non-Regulated
Subsidiary Money Pool on loans to Parties and on investment of surplus funds
will be allocated among the Parties making contributions in accordance with the
proportion each Party's contribution of funds to the Non-Regulated Subsidiary
Money Pool bears to the total amount of funds contributed to the Non-Regulated
Subsidiary Money Pool and the cost of any External Sources contributed to the
Non-Regulated Subsidiary 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, Waivers. Except as provided for in Section 1.2(b),
this Agreement may not be modified or amended in any respect except in writing
executed by the Parties. No provision of this Agreement shall be deemed waived
unless such wavier is set forth in writing and executed by the Party making such
waiver.
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 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.
6
IN WITNESS WHEREOF, the undersigned companies have duly caused this
Agreement to be signed on their behalf on the date first written above by the
undersigned thereunto duly authorized.
AMEREN CORPORATION
By________________________________
Name:
Title:
AMEREN SERVICES COMPANY
By________________________________
Name:
Title:
AMEREN ENERGY, INC.
By________________________________
Name:
Title:
AMEREN DEVELOPMENT COMPANY
By________________________________
Name:
Title:
AMEREN ERC, INC.
By________________________________
Name:
Title:
7
CIPSCO INVESTMENT COMPANY
By________________________________
Name:
Title:
UNION ELECTRIC DEVELOPMENT CORPORATION
By________________________________
Name:
Title:
AMEREN ENERGY COMMUNICATIONS, INC.
By________________________________
Name:
Title:
AMEREN ENERGY RESOURCES COMPANY
By________________________________
Name:
Title:
AMEREN ENERGY GENERATING COMPANY
By________________________________
Name:
Title:
8
AMEREN ENERGY DEVELOPMENT COMPANY
By________________________________
Name:
Title:
AMEREN ENERGY MARKETING COMPANY
By________________________________
Name:
Title:
AMEREN ENERGY FUELS AND SERVICES COMPANY
By________________________________
Name:
Title:
AFS DEVELOPMENT COMPANY, LLC
By________________________________
Name:
Title:
ILLINOIS MATERIALS SUPPLY CO.
By________________________________
Name:
Title:
9
CILCORP INC.
By________________________________
Name:
Title:
CENTRAL ILLINOIS GENERATION, INC.
By________________________________
Name:
Title:
CILCORP INVESTMENT MANAGEMENT INC.
By________________________________
Name:
Title:
CILCORP VENTURES INC.
By________________________________
Name:
Title:
QST ENTERPRISES INC.
By________________________________
Name:
Title:
10
CILCORP ENERGY SERVICES INC.
By________________________________
Name:
Title:
CILCO EXPLORATION AND DEVELOPMENT COMPANY
By________________________________
Name:
Title:
CILCO ENERGY CORPORATION
By________________________________
Name:
Title:
AES XXXXXX VALLEY COGEN (NO. 4), L.L.C.
By________________________________
Name:
Title:
AES XXXXXX VALLEY COGEN, L.L.C.
By________________________________
Name:
Title:
11
AES XXXXXX VALLEY COGEN (NO. 2), L.L.C.
By________________________________
Name:
Title:
AES XXXXXX VALLEY OPERATIONS, L.L.C.
By________________________________
Name:
Title:
12
