Exhibit 10.4
EXECUTION VERSION
SUPPLEMENTAL CREDIT
AGREEMENT
DATED AS OF JUNE 30,
2009
among
AMEREN CORPORATION
UNION ELECTRIC
COMPANY
AMEREN ENERGY GENERATING
COMPANY,
as Borrowers
THE LENDERS FROM TIME TO TIME
PARTIES HERETO
and
JPMORGAN CHASE BANK,
N.A.,
as Agent
BARCLAYS BANK PLC,
as Syndication
Agent
THE BANK OF TOKYO-MITSUBISHI UFJ,
LTD.,
BNP PARIBAS and
U.S. BANK NATIONAL
ASSOCIATION,
as Documentation
Agents
J. P. MORGAN SECURITIES
INC.
and
BARCLAYS CAPITAL,
AS JOINT ARRANGERS AND JOINT
BOOKRUNNERS
CREDIT AGREEMENT
This Supplemental Credit Agreement
dated as of June 30, 2009 (this “ Agreement
”), is entered into by and among Ameren Corporation, a
Missouri corporation, and its subsidiaries Union Electric Company
d/b/a AmerenUE, a Missouri corporation, and Ameren Energy
Generating Company, an Illinois corporation, the Lenders and
JPMorgan Chase Bank, N.A., as Agent. This Agreement is meant to
operate in conjunction with the Amended and Restated Credit
Agreement amended and restated as of June 30, 2009 (as
amended, the “ Primary Credit Agreement ”) among
Ameren Corporation, a Missouri corporation, and its subsidiaries
Union Electric Company d/b/a AmerenUE, a Missouri corporation, and
Ameren Energy Generating Company, an Illinois corporation, the
Lenders and JPMorgan Chase Bank, N.A., as Agent. The obligations of
the Borrowers under this Agreement will be several and not joint,
and, except as otherwise set forth in this Agreement, the
obligations of the Borrowers will not be guaranteed by the Company
or any other subsidiary of the Company (including, without
limitation, any other Borrowing Subsidiary). The parties hereto
agree as follows:
ARTICLE I
DEFINITIONS
1.1. Defined Terms;
Construction . (a) All capitalized terms used in, or
incorporated by reference into, this Agreement but not otherwise
defined herein shall be defined as set forth in the Primary Credit
Agreement, but with the definitions in the Primary Credit Agreement
being modified and construed in accordance with the next following
sentence. All references in the Primary Credit Agreement, including
in the schedules and exhibits thereto, or in provisions and
schedules and exhibits incorporated herein from the Primary Credit
Agreement or defined terms used in such provisions and schedules to
(i) “this Agreement”, “hereof”,
“hereby”, “hereunder”, “herein”
or words or phrases of similar import shall be deemed to be
references to this Agreement; (ii) “Commitments”
shall be deemed to be references to the Commitments as defined
below; (iii) “Loans”, “Advances”,
“Credit Extensions” and other words or phrases
referring to Loans, Advances or Credit Extensions shall be deemed
to be references to the Loans, Advances and Credit Extensions made
under this Agreement (in each case except to the extent such
references are to “Competitive Loans”, all references
to which shall be disregarded), (iv) Lenders or the
“Agent” shall be deemed to be references to Lenders and
the Agent under this Agreement, and (v) “Sections”
shall be deemed to be references to Sections of the Primary Credit
Agreement as incorporated by reference herein.
(b) As used in this Agreement, the
following terms shall have the meanings set forth below:
“Commitment” means, for
each Lender, the amount set forth (a) on the Commitment
Schedule hereto, (b) in an Assignment Agreement executed
pursuant to Section 12.3 opposite such Lender’s name, or
(c) in a Commitment Increase Amendment, in each case as it may
be modified as a result of any assignment that has become effective
pursuant to Section 12.3.3, as it may be increased pursuant to
Section 2.25 or as otherwise modified from time to time
pursuant to the terms hereof. Each Commitment shall be an Extended
Commitment.
“Commitment Schedule”
means the Schedule identifying each Lender’s Commitment as of
the Amendment Effective Date attached hereto and identified as
such.
“Credit Agreements”
means, collectively, the Primary Credit Agreement and this
Agreement.
“Primary Credit
Agreement” is defined in the preamble.
ARTICLE II
THE CREDITS
2.1. Commitment. Subject to
the satisfaction of the conditions precedent set forth in
Section 4.1 and 4.2, as applicable, each Lender severally and
not jointly agrees, on the terms and conditions set forth in this
Agreement, to make Revolving Loans to each Borrower from time to
time from and including the Closing Date and prior to the
Availability Termination Date for such Borrower in an amount not to
exceed its Pro Rata Share of the Available Aggregate Commitment;
provided that (i) at no time shall the Aggregate
Outstanding Credit Exposure exceed the Aggregate Commitment,
(ii) at no time shall the Revolving Credit Exposure of any
Lender exceed its Commitment and (iii) at no time shall the
Borrower Credit Exposure of any Borrower exceed the Borrower
Sublimit of such Borrower. Subject to the terms of this Agreement,
each Borrower may, severally and not jointly with the other
Borrowers, borrow, repay and reborrow Revolving Loans at any time
prior to the Availability Termination Date for such Borrower. The
commitment of each Lender to lend to each Borrower hereunder shall
automatically expire on the Availability Termination Date for such
Borrower.
ARTICLE III
INCORPORATION BY
REFERENCE
3.1. Incorporation by
Reference. The provisions of Articles II through XV of the
Primary Credit Agreement (other than Sections 2.1 and 2.4 and
clause (iii) of Section 2.25(a)) are incorporated herein
by reference in their entirety, it being agreed that (i) such
provisions, including the defined terms used therein and the
definitions of such terms in the Primary Credit Agreement, shall be
construed in accordance with Section 1.1 hereof and
(ii) in the event of any inconsistency between the provisions
incorporated herein by reference and the provisions expressly set
forth herein, the provisions expressly set forth herein shall
control. The Schedules and Exhibits attached to the Primary Credit
Agreement (other than the “Commitment Schedule”
attached thereto, which is replaced by the Commitment Schedule)
will be deemed to be attached hereto, with the terms used therein
being defined as set forth herein. Each reference in
Section 6.16 and in the proviso to Section 2.25(a) to the
“Supplemental Credit Agreement” shall be deemed
replaced with a reference to the “Primary Credit
Agreement”.
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ARTICLE IV
PROVISIONS RELATING TO THE
PRIMARY CREDIT AGREEMENT
4.1. General . The following
provisions shall apply at all times until the termination of the
Non-Extended Commitments on the Commitment Termination
Date:
(a) No Revolving Loan shall be made
by a Lender pursuant to an Extended Commitment unless there shall
simultaneously be made a “Revolving Loan” under and as
defined in the Primary Credit Agreement (the “Corresponding
Loan”) by the same Lender pursuant to its “Extended
Commitment” under the Primary Credit Agreement, which
Corresponding Loan shall bear the same proportion to the
“Commitment” of such Lender under the Primary Credit
Agreement as such Revolving Loan bears to such Lender’s
Extended Commitment, and shall be of the same Type and, if
applicable, for the same Interest Period, as such Revolving Loan.
No conversion, continuation or prepayment of a Revolving Loan (or
portion thereof) shall be made hereunder unless there shall be made
simultaneously a conversion, continuation or prepayment of the
Corresponding Loan (or a ratable portion thereof) under the Primary
Credit Agreement.
(b) The maximum LC Exposure
specified in Section 2.6(b) shall apply on a combined basis to
the LC Exposures under and as defined in both Credit Agreements and
(i) each Letter of Credit under and as defined in the Primary
Credit Agreement will be deemed also to be issued under this
Agreement (it being understood that the LC Exposure in respect of
each such Letter of Credit for purposes of this Agreement shall
exclude the participations of the “Lenders” under the
Primary Credit Agreement in such Letter of Credit); (ii) each
Lender will acquire (or, in the case of any Existing Letter of
Credit, will be deemed to have acquired) under this Agreement a
participation in each Letter of Credit bearing the same proportion
to its Commitment hereunder as its participation in such Letter of
Credit under the Primary Credit Agreement bears to its Extended
Commitment thereunder; (iii) the provisions of
Section 2.6 of the Credit Agreements will operate, and the
Agent, each Issuing Bank and each Lender will have the same rights
and obligations, as if the Letters of Credit had been issued under
a single credit agreement having the terms set forth in
Section 2.6; and (iv) the portion of each Letter of
Credit deemed issued under this Agreement shall be equal to a
fraction the numerator of which is the Aggregate Commitment at such
time and the denominator of which is the sum of the Aggregate
Commitment at such time (in each case, as the Commitments and the
Aggregate Commitment are adjusted from time to time in accordance
with the provisions of this Agreement) and the “Aggregate
Commitment” under the Primary Credit Agreement (as so
adjusted) at such time (or, if the Aggregate Commitment has been
terminated, a fraction the numerator of which is the Aggregate
Revolving Credit Exposure at such time and the denominator of which
is the sum of the Aggregate Revolving Credit Exposure at such time
and the “Aggregate Revolving Credit Exposure” under the
Primary Credit Agreement at such time).
(c) No reduction of the
“Extended Commitment” of any Lender under the Primary
Credit Agreement shall be made unless the Commitment of such Lender
shall be simultaneously ratably reduced.
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(d) No payment of interest on any
“Revolving Loan”, and no payment of fees, shall be made
under the Primary Credit Agreement unless a simultaneous ratable
payment is made of interest on the Corresponding Loan of the same
Lender hereunder or of fees hereunder.
(e) No assignment shall be made of
any “Extended Commitment” of any Lender, or of any
Loans made pursuant to such a Commitment or any rights or interests
related thereto, under the Primary Credit Agreement unless a
ratable assignment is made of the Extended Commitment of such
Lender, and of the corresponding Loans made pursuant to such
Commitment and the corresponding rights or interests, under this
Agreement.
(f) The Borrower Sublimits shall
apply on a combined basis to borrowings and other extensions of
credit under both Credit Agreements.
(g) Borrowing and prepayment
minimums and multiples shall apply on a combined basis to
borrowings and prepayments under both Credit Agreements.
(h) No amendment shall be made to
one Credit Agreement without a corresponding amendment to the
other. Voting shall be separate under the two Credit Agreements,
but any matter approved by the “Required Lenders” under
the Primary Credit Agreement shall be deemed to have been approved
by the Required Lenders under this Agreement.
(i) A single promissory note will
evidence the obligations of each Borrower under both Credit
Agreements.
(j) The Agent and the Borrowers
shall be authorized to make such other amendments as they shall
deem advisable to implement the intent that the Lenders under this
Agreement will have the same rights and benefits, on a ratable
basis, as Consenting Lenders under the Primary Credit
Agreement.
4.2. After the Commitment
Termination Date . Upon the termination of the Non-Extended
Commitments on the Commitment Termination Date, (a) all the
“Commitments” and “Credit Extensions”
hereunder (together with all amounts accrued or owing in respect
thereof or otherwise under this Agreement) shall be deemed to be
outstanding under the Primary Credit Agreement, (b) each of
the “Aggregate Commitment” and the “Commitment
Schedule” under and as defined in the Primary Credit
Agreement will be automatically amended to reflect the addition of
the Commitments hereunder and (c) this Agreement shall
terminate.
[Signature Pages Follow]
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IN WITNESS WHEREOF, the Borrowers,
the Lenders and the Agent have executed this Agreement as of the
date first above written.
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AMEREN
CORPORATION,
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by
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/s/ Jerre E.
Birdsong
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Name:
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Jerre E.
Birdsong
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Title:
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Vice President
and Treasurer
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UNION ELECTRIC
COMPANY,
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by
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/s/ Jerre E.
Birdsong
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Name:
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Jerre E.
Birdsong
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Title:
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Vice President
and Treasurer
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AMEREN ENERGY
GENERATING COMPANY,
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by
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/s/ Jerre E.
Birdsong
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Name:
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Jerre E.
Birdsong
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Title:
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Vice President
and Treasurer
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JPMORGAN CHASE BANK, N.A., as
Agent, as a Lender and as an Issuing
Bank,
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by
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/s/ Michael
DeForge
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Name:
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Michael
DeForge
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Title:
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Managing
Director
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BARCLAYS BANK PLC, as Syndication
Agent and as a Lender,
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by
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/s/ Sydney G.
Dennis
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Name:
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Sydney G.
Dennis
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Title:
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Director
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LENDER SIGNATURE PAGE TO
THE AMEREN CORPORATION
SUPPLEMENTAL CREDIT AGREEMENT