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Exhibit 10.1
AMENDMENT
dated as of March 26, 2008 (this “ Amendment
”) to the CREDIT AGREEMENT dated as of July 14, 2006 (as
amended, supplemented or otherwise modified from time to time,
the “ Credit
Agreement ”), among CENTRAL ILLINOIS PUBLIC
SERVICE COMPANY d/b/a AmerenCIPS, CENTRAL ILLINOIS LIGHT
COMPANY d/b/a AmerenCILCO, ILLINOIS POWER COMPANY d/b/a
AmerenIP, AMERENENERGY RESOURCES GENERATING COMPANY and
CILCORP INC. (collectively, the “ Borrowers
”), the lenders from time to time party thereto (the
“ Lenders
”), and JPMORGAN CHASE BANK, N.A., as agent and
collateral agent (in such capacities, the “ Agent
”).
WHEREAS,
the Borrowers have requested that the Lenders amend certain
provisions of the Credit Agreement, and the Required Lenders
are willing, on the terms and subject to the conditions set
forth herein, to agree to such amendment.
NOW,
THEREFORE, in consideration of the above premises and other
good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto hereby
agree as follows:
SECTION 1.
Defined Terms. Capitalized terms used and not
defined herein have the meanings given to them in the Credit
Agreement.
SECTION 2.
Amendment. Effective as of the Effective Date
(as defined in Section 5), the Required Lenders hereby agree that
each of Sections 6.19.1, 6.19.2 and 6.19.3 of the Credit Agreement,
and any references to those sections, shall be deleted and of no
further force and effect.
SECTION 3.
No Other Amendments; Confirmation. Except as
expressly set forth herein, this Amendment shall not by implication
or otherwise limit, impair, constitute an amendment of, or
otherwise affect the rights and remedies of the Lenders or the
Agent under the Credit Agreement or any other Loan Document, and
shall not alter, modify, amend or in any way affect any of the
terms, conditions, obligations, covenants or agreements contained
in the Credit Agreement or any other Loan Document, all of which
are ratified and affirmed in all respects and shall continue in
full force and effect. Nothing herein shall be deemed to
entitle any Borrower to a consent to, or an amendment, modification
or other change of, any of the terms, conditions, obligations,
covenants or agreements contained in the Credit Agreement or any
other document in similar or different
circumstances. This Amendment shall apply and be
effective only with respect to the provisions of the Credit
Agreement and the periods specifically referred to
herein. On and after the Effective Date hereof, any
reference to the Credit Agreement shall mean the Credit Agreement
as modified hereby.
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SECTION 4.
Representations and Warranties. Each of the
Borrowers hereby represents and warrants to the Agent and the
Lenders that as of the date hereof:
(a)
no
Default or Unmatured Default in respect of such Borrower has
occurred and is continuing;
(b)
all
representations and warranties of such Borrower in Article V and in
each Collateral Document to which such Borrower is a party are true
and correct in all material respects as of the date hereof except
to the extent any such representation or warranty is stated to
relate solely to an earlier date, in which case such representation
or warranty shall have been true and correct on and as of such
earlier date.
SECTION 5.
Effectiveness. This Amendment shall become
effective on the date (the “ Effective Date
”) on which the Agent shall have received (a) counterparts
hereof duly executed and delivered by each Borrower and the
Required Lenders and (b) a certificate of an Authorized Officer of
each Borrower stating that on the Effective Date (a) no Default or
Unmatured Default in respect of such Borrower has occurred and is
continuing, and (b) all of the representations and warranties of
such Borrower in Article V and in each Collateral Document to which
such Borrower is a party shall be true and correct in all material
respects as of such date except to the extent any such
representation or warranty is stated to relate solely to an earlier
date, in which case such representation or warranty shall have been
true and correct on and as of such earlier date.
SECTION 6.
Expenses. The Borrowers agree to reimburse the
Agent for its reasonable out-of-pocket expenses in connection with
this Amendment, including the reasonable fees, charges and
disbursements of counsel for the Agent.
SECTION 7.
Governing Law; Counterparts. (a) This
Amendment and the rights and obligations of the parties hereto
shall be governed by, and construed and interpreted in accordance
with, the laws of the State of New York.
(b)
This
Amendment may be executed by one or more of the parties to this
Amendment on any number of separate counterparts, and all of said
counterparts taken together shall be deemed to constitute one and
the same instrument. This Amendment may be delivered by
facsimile or email transmission of the relevant signature pages
hereof.
SECTION 8.
Headings. The headings of this Amendment are for
purposes of reference only and shall not limit or otherwise affect
the meaning hereof.
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IN
WITNESS WHEREOF, the parties hereto have caused this Amendment
to be duly executed and delivered by their duly authorized
officers as of the day and year first above
written.
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CENTRAL
ILLINOIS PUBLIC SERVICE
COMPANY,
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by
Jerre E. Birdsong
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____________________________
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Name: Jerre
E. Birdsong
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Title: Vice
President and Treasurer
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CENTRAL
ILLINOIS LIGHT COMPANY,
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by
Jerre E. Birdsong
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____________________________ |
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Name:
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