PLEDGE AGREEMENT SUPPLEMENT
Exhibit
10.2
PLEDGE
AGREEMENT SUPPLEMENT dated as of February 9, 2007 (this "Supplement") made
by
CILCORP, Inc., an Illinois corporation (the "Pledgor"), in favor of The Bank
of
New York, a New York banking corporation, as collateral agent (in such capacity,
the "Collateral Agent") for the benefit of the Secured Parties (as defined
in
the Pledge Agreement referred to below).
1. This
Supplement is executed and delivered pursuant to the terms of the Pledge
Agreement, dated as of October 18, 1999 (as supplemented by this Supplement
and
as the same has been and may hereafter be supplemented by any other Pledge
Agreement Supplement or otherwise amended or modified, the "Pledge Agreement"),
made by the Pledgor in favor of the Collateral Agent for the benefit of the
Collateral Agent and the Secured Parties. Terms defined in the Pledge Agreement
are used herein with their defined meanings.
2. Pursuant
to the terms of the Indenture and the Pledge Agreement, the Pledgor may incur
additional secured indebtedness from time to time that is by its terms equally
and ratably secured under the Pledge Agreement with the Obligations secured
thereunder. The Pledgor, Central Illinois Public Service Company, Illinois
Power
Company, Central Illinois Light Company and AmerenEnergy Resources Generating
Company, as Borrowers, JPMorgan Chase Bank, N.A., as Agent (the "Agent"), and
the Lenders from time to time party thereto (the "Lenders") have entered into
that certain Credit Agreement (the "Credit Agreement"), dated as of February
9,
2007, pursuant to which the Pledgor may borrow and/or request the issuance
of
letters of credit in an aggregate principal amount or face amount up to $125
million. The terms of the Credit Agreement require that the Pledgor equally
and
ratably secure its obligations in respect of the principal of and interest
on
any and all loans to the Pledgor under the Credit Agreement, all reimbursement
obligations in respect of letters of credit issued pursuant to the Credit
Agreement for the account of the Pledgor and all other "Obligations" (as defined
in the Credit Agreement) of the Pledgor (the "Credit Agreement Obligations")
with the Obligations secured under the Pledge Agreement. The Pledgor hereby
acknowledges and agrees that the Credit Agreement Obligations shall be deemed
to
be "Additional Debt Obligations" pursuant to the Pledge Agreement.
3. The
Pledgor confirms and reaffirms the security interest in the Collateral granted
to the Collateral Agent, for the benefit of the Collateral Agent and the Secured
Parties under the Pledge Agreement; and hereby acknowledges and agrees that
all
references to "Secured Parties" in the Pledge Agreement shall be deemed to
include all holders of the Additional Secured Debt as described on Schedule
I
hereto.
4. The
Pledgor hereby represents and warrants that the representations and warranties
contained in Section 3 of the Pledge Agreement are true and correct on the
date
of this Supplement with all references therein and elsewhere in the Pledge
Agreement to "Additional Secured Debt", "Additional Debtholders" and, if
applicable, "Additional Secured Debt Agent" to include the Additional Secured
Debt, Additional Debtholders and Additional Secured Debt
Agent
as
listed on Schedule I hereto and on Schedule I to each Pledge Agreement
Supplement executed prior to the date hereof and with references therein to
"this Pledge Agreement" to mean the Pledge Agreement as supplemented hereby;
provided
that
such representations and warranties of the Pledge Agreement shall hereafter
be
deemed to provide that (i) the Pledged Shares constitute all of the issued
and
outstanding common stock of CILCO and all the other capital stock of CILCO
held
by the Pledgor and (ii) the exercise by the Collateral Agent of the voting
or
other rights provided for in the Pledge Agreement or the remedies in respect
of
the Collateral pursuant to the Pledge Agreement may be subject to receipt of
regulatory approvals under laws applicable to the change in control of a public
utility company. In addition, the Pledgor represents and warrants that this
Supplement has been duly executed and delivered by the Pledgor and constitutes
a
legal, valid and binding obligation of the Pledgor enforceable against the
Pledgor in accordance with its terms, except as may be limited by applicable
bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or
similar laws affecting the enforcement of creditors' rights and remedies
generally and by equitable principles of general applicability.
5. The
Additional Debtholders designated on Schedule I hereto, by their acceptance
of
the benefits of the Pledge Agreement, hereby irrevocably designate the
Collateral Agent to act on their behalf as specified in the Pledge Agreement.
Each such Additional Debtholder hereby irrevocably authorizes, and each holder
of the Additional Debt Obligations by the acceptance of such Additional Debt
Obligation and by the acceptance of the benefits of the Pledge Agreement shall
be deemed irrevocably to authorize the Collateral Agent to take such action
on
its behalf under the Pledge Agreement and instruments and agreements referred
to
therein and to exercise such powers and to perform such duties thereunder as
are
specifically delegated or required of the Collateral Agent by the terms thereof
and such other powers as are reasonably incident thereto.
6. This
Supplement is supplemental to the Pledge Agreement, forms a part thereof and
is
subject to all the terms thereof. Schedule I to the Pledge Agreement does,
and
shall be deemed to, include each item listed on Schedule I hereto, and each
such
item shall be and is included within the meaning of the terms "Additional
Secured Debt", "Additional Debtholders" and "Additional Secured Debt Agent"
as
such terms are used in the Pledge Agreement.
2
IN
WITNESS WHEREOF, the Pledgor has caused this Supplement to be duly executed
and
delivered on the date first set forth above.
CILCORP
INC.
By: _/s/
Xxxxx X. Xxxxxxxx
______
Name:
Xxxxx X. Xxxxxxxx
Title:
Vice President and Treasurer
Acknowledged
and agreed:
THE
BANK
OF NEW YORK,
as
Collateral Agent
By:
/s/ Xxxx
Xxxxxxx
Name:
Xxxx Xxxxxxx
Title: Vice
President
3
JPMorgan
Chase Bank, N.A., as Agent
under
the
Credit Agreement, on behalf of itself and the Lenders
By:
/s/ Xxxxxxx
X.
XxXxxxx
Name: Xxxxxxx X. XxXxxxx
Name: Xxxxxxx X. XxXxxxx
Title:
Vice President
4
Schedule
I
ADDITIONAL
SECURED DEBT
|
Title
or Name of Additional Secured Debt
|
Additional
Debt Holders
|
Additional
Secured Debt
Agent
|
||
|
"Obligations",
as defined in the Credit
Agreement
dated as of February 9, 2007 (the
"Credit
Agreement") among CILCORP, Inc.,
Central
Illinois Public Service Company,
Illinois
Power Company, Central Illinois
Light
Company and AmerenEnergy
Resources
Generating, Inc., as Borrowers,
the
Lenders from time to time part thereto
and
JPMorgan Chase Bank, N.A., as Agent
|
The
Lenders from time
to
time party to the
Credit
Agreement
|
JPMorgan
Chase Bank,
N.A.,
as Agent
|
