POWER SUPPLY AGREEMENT BETWEEN AMEREN ENERGY MARKETING COMPANY AND AMEREN ENERGY GENERATING COMPANY DATED AS OF DECEMBER 18, 2006
Exhibit
10.1
BETWEEN
AMEREN
ENERGY MARKETING COMPANY
AND
AMEREN
ENERGY GENERATING COMPANY
DATED
AS
OF DECEMBER 18, 2006
Between
Ameren
Energy Marketing Company
And
Ameren
Energy Generating Company
This
Power Supply Agreement (referred to as the "Agreement"), entered into this
18th
day of December, 2006, by and between Ameren Energy Marketing Company (“Buyer”),
and Ameren Energy Generating Company (“Seller”), where Buyer and Seller shall be
referred to herein collectively as “Parties” and individually as a “Party.”
WITNESSETH
THAT:
WHEREAS,
Seller
is a wholly-owned subsidiary of Ameren Energy Development Company and has been
authorized to sell power at market-based rates; and
WHEREAS,
Buyer
is
a power marketer that has been authorized to sell power at market-based rates;
and
WHEREAS,
Seller
has a fleet of coal and gas fired generating units which currently has a total
generating capacity of approximately 4,030 MW that operate throughout the states
of Missouri and Illinois (“Seller’s Generation Fleet”); and
WHEREAS,
the
Buyer
desires to obtain rights to the capacity and energy from the Seller’s Generation
Fleet pursuant to the terms and conditions of this Agreement in order to, among
other things sell the capacity and energy into the market using Buyer’s market
based rate authority; and
WHEREAS,
the
Parties hereto desire to establish herein the terms and conditions under which
Buyer shall procure the capacity and energy from Seller throughout the term
of
this Agreement.
NOW,
THEREFORE,
in
consideration of the premises and provisions of this Agreement and in
consideration of the mutual agreements and undertakings of the Parties, the
Parties do hereby agree that the terms and provisions of the Articles and
Sections shall read in their entirety as follows:
Article
I
Term
1.1 Except
as
otherwise provided in Section 7.6, this Agreement shall be effective as of
the
date set forth above and deliveries shall commence January 1, 2007 and shall
continue through December 31, 2022 and from year to year thereafter unless
either Party elects to terminate by providing the other Party with no less
than
six (6) months advanced written notice of its desire to terminate.
-1-
Article
II
Delivery
Point and Transfer of Title
2.1 Seller
shall sell and deliver and the Buyer shall purchase and receive energy at the
high side of each generator bus of the Seller’s Generation Fleet (“Delivery
Point”). All energy delivered hereunder shall be metered as three phase, 60
hertz at the high side of the step-up transformer. The Buyer shall arrange
and
be responsible for all transmission services and costs relative to the capacity
and associated energy Buyer schedules at and from the Delivery
Point.
2.2 Title
to
and risk of loss related to Buyer’s capacity and associated energy purchased
hereunder shall transfer from Seller to Buyer at the Delivery Point. Seller
warrants that it will deliver to Buyer such capacity and energy free and clear
of all liens, security interests, claims and encumbrances or any interest
therein or thereto by any person arising prior to the Delivery
Point.
Article
III
Quantity
and Scheduling
3.1 Seller
agrees to sell and Buyer agrees to purchase all of the capacity available from
the Seller’s Generation Fleet and such amount of associated energy from Seller.
Seller also agrees to provide to Buyer, in addition to capacity and energy,
ancillary services that Seller has not directly sold to another third party.
Before any of its ancillary services are sold to a third party, Seller shall
consult with Buyer and shall offer to sell to Buyer any such ancillary services.
Buyer and Seller shall discuss the appropriate charges and billing procedures
for such ancillary services, and if necessary shall amend this agreement
accordingly.
3.2 For
planning purposes, sixty (60) days prior to the commencement of each calendar
year during the term of this Agreement or at such other times as may be
appropriate, the Parties shall determine in accordance with Section 3.3 below
the total available MW of capacity and energy which Seller anticipates the
Seller’s Generation Fleet shall be capable of providing (“Net Generation
Capability”) during the next succeeding calendar year or during the time period
remaining until the next determination of Net Generation Capability. Should
the
Parties fail to agree to a reasonable value for the Net Generation Capability
for the next succeeding calendar year, the prior year’s determination shall be
used.
3.3 In
determining the Net Generation Capability of the Seller’s Generation
Fleet, the
Parties shall review the actual performance experience of the Seller’s
Generation Fleet for the past calendar year and determine by mutual agreement
a
reasonable value for the Net Generation Capability of the Seller’s Generation
Fleet for the next succeeding calendar year or during the time period remaining
until the next calendar year determination. The Parties shall give due
consideration to pollution control restrictions, the effect of any outage time
required for expected replacements, extensions, and improvements or major
maintenance of an unusual nature which is in excess of four weeks' duration
which would affect the daily capability of the Seller’s Generation Fleet and any
other factors as may be reasonably determined by the Parties to have an impact
on the Net Generation Capability of the Seller’s Generation Fleet.
-2-
3.4 Unless
otherwise agreed to by the Parties, the
scheduling of energy shall be in accordance with the following:
(a) Seller
shall provide to Buyer notice of the amount of hourly capacity it has
available (“Hourly Available Capacity”) to sell for next day
delivery during a morning generation conference call which will
be held at 0700 CPT each day. Seller shall provide such prior notice
to Buyer so that Buyer may schedule the generation into the MISO Day Ahead
(DA) market (which currently closes at 1100 EST) or into another market on
the
business day prior to the next delivery day that quantity of associated energy
Buyer needs to sell into the applicable market for next day
delivery. Seller should also provide, via an electronic means
made available by the Buyer, the Hourly Available Capacity to the Buyer by
0800 CPT. Further, the Seller shall make all efforts to immediately notify
the Buyer prior to the close of the MISO DA market as to changes following
the
0800 CPT electronic declaration that will affect the next day
deliverability so the Buyer may update the next day schedule.
(b) Seller
shall immediately notify Buyer via a phone call of any change in
the amount of capacity it has available on an intra-day basis so that Buyer
may
adjust Buyer’s energy schedule accordingly for both the current and
next hour delivery.
(c) In
addition to the quantity of energy Seller indicated would be available to Buyer
for next day delivery, Buyer shall use commercially reasonable efforts to
schedule, no later than thirty minutes prior to the start of
the next clock hour, that quantity of additional energy that Seller timely
indicates to Buyer will become available for next hour
delivery.
(d) All
energy shall be scheduled for delivery in whole megawatts. Seller shall be
excused from its obligation to deliver and shall not be obligated to operate
any
unit or units within the Seller’s Generation fleet for delivery of energy
hereunder where the amount of energy scheduled by Buyer cannot be delivered
by
operating one or more of the units in the Seller’s Generation Fleet at or above
the minimum run requirement for such unit or units (“Minimum Run Requirement”).
Seller shall provide reasonable notice to Buyer when Buyer fails to schedule
a
sufficient amount of energy to satisfy the Minimum Run Requirement.
Article
IV
Pricing
4.1 Energy
Charge: For
each
MWh of associated energy delivered by Seller and purchased by Buyer during
the
month of delivery, Buyer shall pay an Energy Charge equal to the amount
calculated in accordance with the following formula:
-3-
Energy
Charge = (Buyer’s Monthly Net Revenues - Monthly Capacity Charge) / Total Energy
Purchased by Buyer
Where:
Buyer’s
Monthly Net Revenues = Buyer’s Total Revenues less Buyer’s Expenses.
Buyer’s
Total Revenues = Buyer’s gross revenues less any gross revenues associated with
activities not supported in whole or in part by Seller’s generation or the
generation owned and operated by AmerenEnergy Resources Generating Company
(“AERG”).
Buyer’s
Expenses = All administrative and general, transmission, purchased power or
other expenses less those expenses not supporting in whole or in part the gross
revenues associated with Seller’s generation or the generation owned and
operated by AERG.
Monthly
Capacity Charge = the capacity charge assessed by Seller to Buyer each month
for
capacity purchased pursuant to this Agreement and by AERG for capacity purchased
pursuant to the Power Supply Agreement between Buyer and AERG dated December
18,
2006.
Total
Energy Purchased by Buyer = the total MWhs of energy purchased by Buyer from
Seller and Seller’s affiliate AERG.
4.2 Monthly
Capacity Charge: Buyer
shall also pay a Monthly Capacity Charge, which shall be calculated in
accordance with Attachment A. If accounting information is not available to
exactly determine the Monthly Capacity Charge by the invoicing deadline for
a
given month, the Monthly Capacity charge will be estimated in a commercially
reasonable manner and adjusted to actual on the following month’s
invoice.
Article
V
Billing
and Payment
5.1
By the
twentieth business day of the month immediately following the month of service,
Seller shall render to Buyer an invoice indicating the Energy Charge and the
Monthly Capacity Charge for such month of delivery and any credit or assessment
to reflect any adjustment needed to rectify differences between the estimated
Monthly Capacity Charge and the actual Monthly Capacity Charge for prior months
of delivery. Buyer shall make payment promptly upon the receipt of such
statement, and, in any event, no later than the 25th
day of
the month in which such invoice is rendered, provided, however, such due date
shall be extended by the number of days Seller is late in rendering the invoice.
5.2 Seller
shall keep complete and accurate records, meter readings and memoranda of its
operations and costs for the Seller’s Generation Fleet and the sale of its
capacity and energy under this Agreement and shall maintain such data for a
period of at least five (5) years
-4-
after
the
completion of each billing month of this Agreement. In addition to the right
of
Buyer to review certain costs sixty (60) days prior to the end of the first
calendar year and each calendar year thereafter as set forth in Article IV,
Buyer shall have the right, at its own expense and during reasonable hours,
to
examine the records of Seller to enable it to determine the accuracy and
reasonableness of payments made for energy and capacity purchased under this
Agreement. Such right shall continue for two (2) years after receipt of each
monthly billing statement. Buyer shall have the right to dispute any billing
up
to two (2) years after it is rendered. Buyer shall likewise make available
to
Seller any statements, invoices or other documents evidencing the quantity
of
energy delivered at the Delivery Point. If any such examination reveals any
inaccuracy in any statement, Seller shall promptly revise such statement and
the
Party owing the adjusted amount shall promptly make payment.
Article
VI
Operations
6.1 Metering:
Seller
shall own and maintain such metering equipment as may be necessary to provide
complete information regarding the delivery of capacity and energy to or for
the
account of Buyer at the Delivery Point. Seller shall make such periodic tests
and inspections of its meters as may be necessary to maintain them at the
highest practical commercial standard of accuracy, and shall advise Buyer
promptly of the results of any such test showing an inaccuracy of more than
1
percent. Seller shall make additional tests of its meters at the request of
Buyer. Buyer shall be given notice of, and may have representatives present
at,
such tests and inspections. If any periodic or additional test shows that a
meter is within 1 percent of accuracy, no correction shall be made in xxxxxxxx;
but if any test shows that the meter is inaccurate by more than 1 percent,
a
correction shall be made in the billing for one-half the elapsed period since
the last test was made. The cost of any additional test requested by Buyer
shall
be borne by Buyer if such test shows the meter to be within 1 percent of
accuracy, and by Seller if such test shows it to be inaccurate by more than
1
percent.
6.2 Winter
Operations: The
Parties recognize that there may be some units within the Seller’s Generation
Fleet that operate primarily during the months of April through October of
each
year. The Parties further recognize that additional costs may be incurred in
order to commence operations of certain units during the winter season after
cessation of operations for a time, and that certain modifications to such
units
such as installation of inlet air de-icing equipment may be needed. Upon Buyer’s
request, Seller shall provide Buyer an estimate of such additional costs for
the
modifications necessary for winter operations. Should Buyer agree to incur
the
additional costs and/or to pay the costs for necessary modification, Seller
shall make such necessary modifications. The additional fixed costs of such
modifications upon their completion shall be included in Monthly Capacity
Charge.
6.3 Operating
Committee:
Seller
and Buyer shall appoint one or more members to an Operating Committee, which
shall have the authority to establish normal system control procedures, and
to
act in matters relating to the sale and purchase of capacity and energy under
this Agreement, in addition to specific authority set out elsewhere in this
Agreement. The Operating Committee shall have no authority to modify the terms
or conditions of this Agreement except pursuant to Section 8.9. All decisions
of
the Operating Committee shall be
-5-
unanimous
and shall be set forth in writing, with copies to be delivered to each Party.
Buyer shall also aid in providing guidance to Seller relative to other matters
arising under this Agreement. All recommendations or determinations of the
Operating Committee shall conform to good utility practice. In the event that
the Operating Committee members cannot agree on such matters for which this
Agreement requires the Operating Committee’s approval, the Seller may seek
resolution of the question or controversy by arbitration pursuant to Section
8.4; provided, however, no initial meeting prior to initiating arbitration
procedures shall be required.
6.4.
Construction
and Operating Plans:
Seller
agrees to operate and maintain the Seller’s Generation Fleet so that the total
net megawatts deliverable from the Seller’s Generation Fleet shall be at its
highest level possible consistent with safe, prudent and efficient operation
and
the requirements of Buyer. By September 1 of each year, Seller shall submit
to
the Operating Committee Sellers proposed construction and operating plans,
and
any proposed plans for retirement of any unit or units within the Seller’s
Generation Fleet for the next calendar year.
6.5
Scheduled
Maintenance: On
or
before September 1 of each year, Seller shall provide to the Operating Committee
its schedule of planned maintenance outages for the following calendar year.
Article
VII
Events
of Force Majeure and Default
7.1 Force
Majeure Definition: As
used
in this Agreement, an Event of Force Majeure means an event or circumstances
which prevents one Party (the Claiming Party) from performing its obligations
or
causes delay in the Claiming Party’s performance under this Agreement, which
event is beyond the reasonable control of, and is not the result of the
negligence of the Claiming Party, and which, even with the exercise of due
diligence or use of good utility practice, the Claiming Party is unable to
overcome or avoid or cause to be avoided, such as, but not limited to acts
of
God; fire; flood; earthquake; war; riots; requirements, actions or failure
to
act on the part of governmental authorities; adoption or change in any law,
regulation, statute, rule or regulation imposed by federal, state or local
governmental bodies, including, without limitation, a change in the
interpretation thereof; or any lawful order by any court or administrative
agency. Interruptions or curtailment of (i) non-firm transmission by Buyer’s
transmission provider or (ii) interruptible transportation by Seller’s natural
gas pipeline shall not constitute Events of Force Majeure.
7.2
Excused
Performance: Except
for obligations to make any payments under this Agreement, the Parties shall
be
excused from performing their respective obligations if and to the extent that
they are unable to so perform or are
prevented from performing by a Force Majeure, provided that (1) the
non-performing Party, as promptly as practicable after the Party reasonably
determines that a Force Majeure event has occurred, gives the other Party
written notice describing the particulars of the occurrence; (2)
the
suspension of performance is of no greater scope and of no longer duration
than
is reasonably required by the Force Majeure; (3) the non-performing Party uses
due diligence to remedy its inability to perform; and (4) as soon as the
non-performing Party is able to resume performance of its obligations excused
as
a result of the occurrence, it gives prompt written notification thereof to
the
other Parties. Seller’s failure to
-6-
deliver
unit firm capacity and associated energy scheduled by Buyer shall be excused,
in
addition to an Event of Force Majeure, in the event that any one or more units
of the Seller’s Generation Fleet is unavailable as a result of a Forced Outage
(as defined in the NERC Generating Unit Availability Data System (GADS) Forced
Outage reporting guidelines).
7.3
Performance
Assurance:
If
either Party ("X") has reasonable grounds to believe that the other Party's
("Y") creditworthiness or performance under this Agreement has become
unsatisfactory, X may provide Y with written notice requesting Performance
Assurance in an amount determined by X in a commercially reasonable manner.
Upon
receipt of such notice, Y shall have three (3) Business Days to remedy the
situation by providing Performance Assurance to X. Failure of Y to provide
Performance Assurance, or a guaranty or other credit assurance, acceptable
to X
within three (3) Business Days after written notice shall constitute an Event
of
Default under the Agreement. "Performance Assurance" means collateral in the
form of either cash, Letter(s) of Credit, or other security acceptable to the
requesting Party. "Letter(s) of Credit" means one or more irrevocable,
transferable standby letters of credit issued by a U.S. commercial bank or
a
foreign bank with a U.S. branch with such bank having a credit rating of at
least A- from the Standard & Poor's Rating Group or A3 from Xxxxx'x Investor
Services, Inc. "Business Day" means any day except a Saturday, Sunday or a
Federal Reserve Bank holiday.
7.4
Grant
of Security Interest:
To
secure
its obligations under this Agreement and to the extent either or both Parties
deliver Performance Assurance hereunder, each Party (a "Pledgor") hereby grants
to the other Party (the "Secured Party") a present and continuing first priority
secured interest in, and lien on (and right of recoupment and set-off against),
and assignment of, all cash collateral and cash equivalent collateral and any
and all proceeds resulting therefrom or the liquidation thereof, whether now
or
hereafter held by, on behalf of, or for the benefit of, such Secured Party,
and
each Party agrees to take such action as the other Party reasonably
requires in order to perfect the Secured Party's first-priority security
interest in, and lien on (and right of recoupment and/or setoff against), such
collateral and any and all proceeds resulting therefrom or from the liquidation
thereof.
7.5
Event
of Default: An
"Event
of Default" shall occur:
(a) With
respect to Seller, if a Forced Outage continues for a period of one (1) year
on
one or more units of Seller's Generation Fleet;
(b) With
respect to Buyer, if Buyer fails to make, when due, any payment required
pursuant to this Agreement if such failure is not remedied within five (5)
calendar days after written notice;
(c)
With
respect to either Seller or Buyer, if it fails to perform any material covenant
or obligation set forth in this Agreement (except to the extent constituting
a
separate Event of Default) if such failure is not cured within fifteen (15)
calendar days after written notice;
(d) With
respect to either Seller or Buyer, if it (i) files a petition or otherwise
commences, authorizes, or acquiesces in the commencement of a proceeding or
cause of
-7-
action
under any bankruptcy, insolvency, reorganization or similar law, or has any
such
petition filed against it, (ii) makes an assignment or general arrangement
for
the benefit of creditors, (iii) otherwise becomes bankrupt or insolvent (however
evidenced), or (iv) has a liquidator, administrator, receiver, trustee,
conservator or similar official appointed with respect to it or any substantial
portion of its property or assets;
(e) With
respect to either Seller or Buyer, if it fails to provide Performance Assurance
in accordance with Section 7.3 of this Agreement within three (3) Business
Days
after written notice.
7.6 Termination
in Event of Default: If
an
Event of Default, as defined above, occurs, the Party not in default shall,
in
addition to any other rights and remedies provided by law, have the right to
immediately suspend its performance to the Party in default or to immediately
terminate this Agreement.
Article
VIII
General
Provisions
8.1
Notices:
All
notices, requests statements or payments shall be made as specified in the
Notice and Contact Appendix attached to this Agreement and shall, unless
otherwise specified herein, be in writing (unless otherwise provided) and shall
be considered duly delivered when received by mail, facsimile, wire, e-mail
or
overnight courier.
8.2 Indemnity
and Limitation of Damages: Each
Party (the Indemnifying Party) shall indemnify, save harmless and defend the
other Party, including the other Party’s parents, subsidiaries, affiliates and
their respective officers, directors, agents and employees, from and against
all
claims, demands, costs and expenses (including reasonable attorneys’ fees and
court costs) in any manner, directly or indirectly, connected with or arising
from any loss, damage or injury to any person(s) or property occurring on the
Indemnifying Party’s side of the Delivery Point. Neither Party shall be liable
to the other, whether in contract, in tort (including negligence, but not
including gross negligence) under any warranty or otherwise, for damages for
loss of profits or revenue, loss of use of any property, cost of capital, or
other similar incidental or consequential damages.
8.3 Regulatory
Approvals and Saving Clause: The
Parties recognize that the sale and delivery of capacity and energy under this
Agreement may be subject to regulation by federal and state agencies having
jurisdiction over the Agreement, Buyer, Seller and various aspects of the
transmission and delivery of capacity and energy to Buyer. Any provision
declared or rendered unlawful by any applicable court of law or such regulatory
agency or deemed unlawful because of a statutory or regulatory change shall
not
otherwise affect the remaining lawful obligations that arise under the
Agreement. In the event that any order of a court or regulatory agency with
competent jurisdiction, including the Federal Energy Regulatory Commission,
results in substantive modification of the Agreement or otherwise affects the
Parties’ economic benefits intended under the Agreement, the Parties shall use
good faith efforts to reform the Agreement in order to give effect to the
original intention and economic bargain of the Parties.
-8-
8.4 Resolution
of Disputes: If
a
question or controversy arises among the Parties concerning the observance
or
performance of any of the terms, provisions or conditions contained herein
or
the rights or obligations of any of the Parties under this Agreement, such
question or controversy shall in the first instance be the subject of a meeting
among the Parties to negotiate a resolution of such dispute. Such meeting shall
be held within fifteen (15) days of a request by any Party. If within fifteen
(15) days after that meeting, the Parties have not negotiated a resolution
or
mutually extended the period of negotiation, any Party may seek resolution
of
the question or controversy by arbitration in accordance with arbitration
procedures established from time to time by the American Arbitration Association
(“AAA”). Any decision and award of the majority of arbitrators shall be binding
upon all Parties to the arbitration. The arbitrators shall not award any
indirect, special, incidental or consequential damages against a Party; but
may
award reasonable attorney fees and related legal expenses to the prevailing
Party. Judgment upon the award rendered may be entered in any court of competent
jurisdiction. Such judgment shall be consistent with the terms and conditions,
and the spirit of this Agreement.
8.5 Assignment:
This
Agreement shall inure to the benefit of and be binding upon each Party’s
successors and permitted assigns. No Party shall assign this Agreement or their
related contractual rights without the prior written consent of the other Party,
which prior written consent shall not be unreasonably withheld or delayed;
provided, however, any Party may, with ten (10) days written notice to the
other
Party, and without written consent of the other Party, assign or transfer this
Agreement to (i) its affiliate or subsidiary; or (ii) a successor to all or
substantially all the properties and assets of such Party; provided that the
assignee is at least as creditworthy as the assigning Party. No assignment
of
this Agreement shall release or discharge Buyer or Seller from their future
obligations hereunder unless all such obligations are assumed by the successor
or assignee of Buyer or Seller, as the case may be.
8.6 Jurisdiction:
Except
as
to matters within the jurisdiction of particular regulatory bodies outside
the
State of Illinois, this Agreement
shall be construed under the laws of the State of Illinois.
8.7 No
Confidentiality: The
Parties acknowledge that this Agreement will be filed with the Securities and
Exchange Commission. Thus, its terms and conditions will be placed in the public
domain.
8.8 Survivorship
of Obligations:
The
termination of this Agreement shall not discharge any Party from any obligation
it owed to any other Party under the Agreement by reason of any delivery, loss,
cost, damage, expense or liability which shall occur or arise prior to such
termination. It is the intent of the Parties that any such obligation owed
(whether the same shall be known or unknown as of the termination of this
Agreement) shall survive the termination of this Agreement. The Parties also
intend that the indemnification and limitation of liability provisions contained
in this Agreement shall remain operative and in full force and effect,
regardless of any termination of this Agreement, except with respect to actions
or events occurring or arising after such termination is effective.
8.9 Construction
of Agreement: This
Agreement shall not be modified except in writing by amendment executed by
all
Parties. This
Agreement shall not impart any rights
-9-
enforceable
by any third party (other than a permitted successor or assignee bound to this
Agreement). Waiver by a Party of any default by another Party shall not be
construed as a waiver of any other default. The Article and Section headings
in
this Agreement have been inserted as a matter of convenience and reference
only, and are not a part of this Agreement.
8.10 Buyer
and
Seller each acknowledge that it is a "forward contract merchant" and that this
Agreement constitutes a "forward contract" within the meaning of the United
States Bankruptcy Code.
IN
WITNESS WHEREOF, that
this
Power Supply Agreement between Ameren Energy Marketing Company and Ameren Energy
Generating Company may be executed in any number of counterparts, all of which
shall constitute but one and the same document, the Parties hereto have caused
this Agreement to be executed by their duly authorized officers, as of the
day
and year first above written:
Ameren
Energy Marketing Company
By /s/Xxxxxx
X.
Xxxxx
Xxxxxx
X. Xxxxx
Title President
Ameren
Energy Generating Company
By /s/
Xxxxx X.
Xxxxxxx
Xxxxx
X. Xxxxxxx
Title Vice
President
-10-
|
BETWEEN
AMEREN ENERGY MARKETING COMPANY
|
|
|
AND
|
|
|
AMEREN
ENERGY GENERATING
COMPANY
|
|
|
NOTICE
AND CONTACT APPENDIX
|
|
|
AMEREN
ENERGY MARKETING
|
AMEREN
ENERGY GENERATING
COMPANY
|
|
All
Notices:
|
All
Notices:
|
|
Street:
0000 Xxxxxxxx Xxxxxx
|
Street:
0000 Xxxxxxxx Xxxxxx
|
|
M/C
AME-950
|
M/C
AME-950
|
|
City/State/Zip:
St. Louis, MO 63103
|
City/State/Zip:
Xx. Xxxxx, XX 00000
|
|
|
|
|
Contract
Administration
|
Contract
Administration
|
|
Attn:
Xxxxxxx Xxxxxxx
|
Attn:
Xxxxxxx Xxxxxxx
|
|
Phone:
(000) 000-0000
|
Phone:
(000) 000-0000
|
|
Facsimile:
(000) 000-0000
|
Facsimile:
(000) 000-0000
|
|
Email:
xxxxxxxx@xxxxxx.xxx
|
Email:
xxxxxxxx@xxxxxx.xxx
|
|
Invoices
|
Invoices
|
|
Attn:
Xxxx Xxxxx
|
Attn:
Xxxx Xxxxx
|
|
Phone:
(000) 000-0000
|
Phone:
(000) 000-0000
|
|
Facsimile:
(000) 000-0000
|
Facsimile:
(000) 000-0000
|
|
Email:
xxxxxx0@xxxxxx.xxx
|
Email:
xxxxxx0@xxxxxx.xxx
|
|
Scheduling
|
Scheduling
|
|
Attn:
Xxxxx Xxxxxx
|
Attn:
Xxxxx Xxxxxx
|
|
Phone:
(000) 000-0000
|
Phone:
(000) 000-0000
|
|
Facsimile:
(000) 000-0000
|
Facsimile:
(000) 000-0000
|
|
Email:
xxxxxxx@xxxxxx.xxx
|
Email:
xxxxxxx@xxxxxx.xxx
|
|
Credit
|
Credit
|
|
Attn:
Director of Credit
|
Attn:
Director of Credit
|
|
Phone:
(000) 000-0000
|
Phone:
(000) 000-0000
|
|
Facsimile:
(000) 000-0000
|
Facsimile:
(000) 000-0000
|
|
Email:
xxxxxxxx@xxxxxx.xxx
|
Email:
xxxxxxxx@xxxxxx.xxx
|
-1-
Attachment
A
Capacity
Charge Calculation
| I. |
Definitions
|
When
used
in this Attachment A, the following capitalized terms shall have the meanings
ascribed to them below.
Administrative
and General Expenses means
those Generating Resource Expenses chargeable to Accounts 920 through 935 as
defined in the Uniform System of Accounts.
Depreciation
means
Generating Resource Expenses properly chargeable to Accounts 403, 404, 405
and
406 as defined in the Uniform System of Accounts.
Generating
Resources
shall
means those generating assets owned and operated by Seller from which Seller
provides capacity and energy to Buyer under the terms and conditions of this
Agreement.
Generating
Resource Expense
shall
mean all charges properly recorded in accounts herein per Generally Accepted
Accounting Principles (“GAAP”) and the Uniform System of Accounts (“Charges”)
that are incurred by Seller to own, operate and maintain its Generating
Resources. The Parties understand and agree that Seller shall have charges
that
are directly attributable to such Generating Resources and other Charges that
are necessary to support the ownership, maintenance and operation of such
Generating Resources but cannot be directly or specifically assigned to such
Generating Resources (hereinafter “Non-Direct Charges”) (e.g.,
administrative and general expenses) and are therefore, for purposes of this
Agreement, also considered Generating Resource Expenses.
Operations
and Maintenance Expenses
means
those Generating Resource Expenses chargeable to Accounts 500 through 557
(excluding Accounts 501, 509, 547, and 555) as defined in the Uniform System
of
Accounts.
Other
Taxes
means
those amounts which are not based upon income, applicable to Generating
Resources, and chargeable to Account 408 as defined in the Uniform System of
Accounts.
Seller
Federal and State Income Taxes
means
those amounts based upon income applicable to the Seller Generating Resources
chargeable to Accounts 408.1, 409.1, 410.1, 411.1, and 411.4 as defined in
the
Uniform System of Accounts.
Seller
Interest Expense
means
those Generating Resource Expenses chargeable to Accounts 427 through 432 as
defined in the Uniform System of Accounts.
-1-
| II. |
Capacity
Payment
|
The
Capacity Payment for a given Month shall be calculated as follows:
Capacity
Payment = OM + AG + D + IT+ OT + I
Where:
OM
=
Operations and Maintenance Expenses - those Generating Resource Expenses
chargeable to Accounts 500 through 557 (excluding Accounts 501, 509, 547, and
555) as defined in the Uniform System of Accounts.
AG
=
Administrative and General Expenses - those Generating Resource Expenses
chargeable to Accounts 920 through 935 as defined in the Uniform System of
Accounts.
D
=
Depreciation consists of Generating Resource Expenses properly chargeable to
Accounts 403, 404, 405 and 406 as defined in the Uniform System of
Accounts.
IT
=
Seller Federal and State Income Taxes.
OT
=
Other Taxes - those amounts which are not based upon income, applicable to
Generating Resources, and chargeable to Account 408 as defined in the Uniform
System of Accounts.
I
=
Seller Interest Expense - those Generating Resource Expenses chargeable to
Accounts 427 through 432 as defined in the Uniform System of Accounts.
-2-
