Exhibit 99.1
POWER SUPPLY AGREEMENT
BETWEEN
AMEREN ENERGY MARKETING
COMPANY
AND
AMERENENERGY RESOURCES GENERATING
COMPANY
DATED DECEMBER 18, 2006
Power Supply
Agreement
Between
Ameren Energy Marketing
Company
And
AmerenEnergy Resources
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
AmerenEnergy Resources 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 Central
Illinois Light 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 1,150 MW that operate throughout the state of
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.
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.
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 closing 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:
Energy Charge = (Buyer’s Monthly Net
Revenues - Monthly Capacity Charge) / Total Energy Purchased by
Buyer
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 Ameren Energy Generating Company
(“AEG”).
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 AEG.
Monthly
Capacity Charge = the capacity charge assessed by Seller to Buyer
each month for capacity purchased pursuant to this Agreement and by
AEG for capacity purchased pursuant to the Power Supply Agreement
between Buyer and AEG dated December 18, 2006.
Total Energy
Purchased by Buyer = the total MWhs of energy purchased by Buyer
from Seller and Seller’s affiliate AEG.
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 25 th 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
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 billings; 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
pr
