EXHIBIT B-3
AMENDED
FUEL AND NATURAL GAS SERVICES AGREEMENT
BETWEEN
AMEREN ENERGY FUELS AND SERVICES COMPANY
AND
UNION ELECTRIC COMPANY,
D/B/A AMERENUE,
CENTRAL ILLINOIS PUBLIC SERVICE COMPANY,
D/B/A AMERENCIPS
CENTRAL ILLINOIS LIGHT COMPANY,
D/B/A AMERENCILCO,
AND
ILLINOIS POWER COMPANY,
D/B/A AMERENIP
THIS FUEL AND NATURAL GAS SERVICES AGREEMENT, made and entered into as of
April 5, 2001, and as amended on _____________, 2004 by and between AMEREN
ENERGY FUELS AND SERVICES COMPANY ("AFS"), an Illinois corporation; UNION
ELECTRIC COMPANY ("AmerenUE"), a Missouri Corporation; CENTRAL ILLINOIS PUBLIC
SERVICE COMPANY ("AmerenCIPS"), an Illinois Corporation; CENTRAL ILLINOIS LIGHT
COMPANY ("AmerenCILCO"), an Illinois Corporation ; and ILLINOIS POWER COMPANY
("d/b/a AmerenIP"), an Illinois Corporation ("Client Companies") (all of which
are sometimes referred to collectively as the "Parties" and singularly as the
"Party").
W I T N E S S E T H:
WHEREAS, the Parties are subsidiaries of Ameren Corporation ("Ameren"), a
registered holding company under the Public Utility Holding Company Act of 1935
("the Act"), and, together with Ameren's other direct and indirect subsidiaries,
form the Ameren System; and
WHEREAS, AFS is engaged in services relating to the procurement and
management of a variety of energy related commodities, including coal, petroleum
coke, alternative fuels, propane, limestone, natural gas, oil, ash, weather
contracts, and emissions contracts; and
WHEREAS, AFS has assembled a highly-trained staff and developed and
acquired various capabilities, programs, systems and other resources in order to
provide the aforementioned services to Client Companies, to other Ameren
affiliates, and to non-affiliates as requested; and
WHEREAS, Client Companies desire to obtain services from AFS in the areas
of fuel and natural gas procurement and management, emissions management, ash
management, and other services relating to the Client Companies' electric and
gas utility operating functions; and
WHEREAS, economies and increased efficiencies will result from the
performance by AFS of certain support services for Client Companies that would
enable Client Companies to operate more efficiently; and
WHEREAS, subject to the terms and conditions herein described, AFS will
render such services and provide such resources to Client Companies at cost,
determined in accordance with applicable rules, regulations and orders of the
Securities and Exchange Commission ("the Commission"); and
WHEREAS, on January 31, 2003 Ameren completed its acquisition of CILCORP,
Inc.; and
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WHEREAS, on __________________, 2004 Ameren completed its acquisition of
AmerenIP; and
WHEREAS, on April 5, 2001, AmerenUE and AmerenCIPS, as Client Companies,
did enter into an agreement with AFS whereby AFS would provide the
aforementioned services, and
WHEREAS, AFS and the Client Companies amended the agreement dated April 5,
2001, by adding AmerenCILCO and its subsidiaries as a Client Company and as a
Party to this Agreement as amended ("Agreement");
WHEREAS, AFS and the Client Companies now desire to amend the agreement
dated September 30, 2003 by adding AmerenIP as a Client Company and as a Party
to this Agreement.
NOW, THEREFORE, in consideration of the premises and of the mutual
agreements herein, the Parties hereto agree as follows:
SECTION 1. AGREEMENT TO FURNISH SERVICES
-----------------------------
AFS agrees to furnish to Client Companies and their subsidiaries, if any,
upon the terms and conditions herein provided, the services hereinafter referred
to and described in Section 2, at such times, for such period and in such manner
as Client Companies may from time to time request. AFS will keep itself and its
personnel available and competent to render to Client Companies such services so
long as it is authorized to do so by the appropriate federal and state
regulatory agencies.
SECTION 2. SERVICES TO BE PERFORMED
------------------------
AFS agrees to provide to one or both of the Client Companies, as
applicable, the following services: 1) to provide resources necessary to procure
coal and other fuel and related transportation, and to manage such items and
assets, including resale and risk management activities, for the power plants of
AmerenUE and also of AmerenCILCO and its subsidiaries; 2) to provide resources
necessary to procure natural gas supply, storage and pipeline transportation
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capacity, and to manage such items and assets, including resale and risk
management activities for the Client Companies; 3) to provide and manage other
energy related commodities, including but not limited to petroleum coke,
alternative fuels, propane, limestone, oil, ash, emissions contracts, and
weather contracts; 4) to provide planning and budgeting, business reporting,
transaction administration, rail car and other fuel related asset management,
operational coordination, contract and counter-party administration, regulatory
reporting, support and compliance, ash management activities, management of
emissions accounts, and the negotiation, execution and administration of
contracts between any Client Company and third parties necessary to facilitate
the above; and 5) to provide other related activities as requested.
In addition to the services set forth above, AFS shall render advice and
assistance in connection with such other matters as Client Companies may request
and AFS determines it is able to perform with respect to Client Companies'
business and operations.
SECTION 3. COMPENSATION OF AFS
-------------------
As compensation for services requested by the Client Companies and rendered
to them by AFS, Client Companies hereby agree to reimburse AFS for all costs
properly chargeable or allocable thereto, as controlled through an Intercompany
Billing (IB) work order (project) procedure. An Intercompany Billing work order
(project) will be assigned based upon the nature of the activity being performed
by AFS. The Client Companies will be charged accordingly, based on the nature of
the IB project. Costs shall be computed in accordance with applicable rules and
regulations (including, but not limited to, Rules 90 and 91) under the Act and
appropriate accounting standards.
Intercompany Billing costs are direct costs. Direct costs are defined as
costs that can be identified as being applicable to services performed for a
single Client Company or group of Client Companies. These costs will be assigned
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to an Intercompany Billing work order based on the nature of the activity being
performed by AFS.
Overhead costs associated with labor, such as pensions and benefits,
payroll taxes and injuries & damages expense will be charged pro rata to the
Client Company based on the Intercompany Billing labor costs charged to the
Client Company.
All of the Intercompany Billing direct costs and overhead costs charged to
the Client Companies shall reflect the actual costs of AFS.
SECTION 4. WORK ORDERS
-----------
Services will be performed and billed in accordance with an Intercompany
Billing work order system established to capture the various types of costs
incurred by AFS. Costs will be charged to the appropriate Intercompany Billing
work orders, which will then be the basis for the billing of costs to Client
Companies.
SECTION 5. PAYMENT
-------
Payment shall be by making remittance of the amount billed or by making
appropriate accounting entries on the books of the applicable companies.
Payment shall be accomplished on a monthly basis, and remittance or
accounting entries shall be completed within 60 days of billing.
SECTION 6. APPOINTMENT OF AFS AS AGENT
---------------------------
Client Companies hereby appoint AFS as Agent to represent the Client
Companies in performing the services described in Section 2 above. Client
Companies also authorize AFS to purchase (i.e. take title to) fuel, natural gas,
and other energy related commodities and goods, and to resell (i.e. convey title
to) such commodities and goods to Client Companies in the course of performing
the services described in Section 2. Any resale of fuel, natural gas, and other
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energy related commodities and goods by AFS to the Client Companies shall be at
the costs incurred by AFS for its purchase of such items. AFS shall be
accountable for all funds advanced or collected on behalf of a Client Company in
connection with any transaction in respect of which AFS provides services. The
provision of services by AFS pursuant to this Agreement shall in all cases and
notwithstanding anything herein contained to the contrary be subject to any
limitations contained in authorizations, rules or regulations of those
governmental agencies, if any, having jurisdiction over AFS or such provision of
services.
SECTION 7. THIRD PARTY RELIANCE ON AGENCY AGREEMENT
----------------------------------------
The Client Companies have duly and properly appointed AFS as their Agent.
AFS has the full power and authority to transact business on behalf of the
Client Companies, and, in particular, to transact for the purchase and sale of
the commodities and services discussed above on behalf of the Client Companies.
In furtherance of the authority referred to above, AFS has the right and power,
whether or not under seal, to execute and deliver on behalf of the Client
Companies such documents and agreements as may be required in such business
transactions without delivering proof to any person of its authority to do so.
The Client Companies will be legally bound by the terms of any agreement or
contract entered into by AFS and will be responsible for satisfying any
obligations of AFS under any such agreement or contract. The Client Companies
or, where a contract or agreement indicates that AFS is acting on behalf of only
one of the Client Companies, the identified Client Company shall be bound by the
terms of any contract or agreement entered into by AFS; and the obligations
under such contract or agreement, including any payment or financial
obligations, will be the obligations of the Client Companies, or the identified
Client Company, as the case may be, and enforceable against them or it.
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SECTION 8. EFFECTIVE DATE AND TERMINATION
------------------------------
This Agreement is subject to the consent and approval of all applicable
regulatory agencies, and if so approved in its entirety, shall become effective
as of the date of such approvals, and shall remain in effect from said date
unless terminated by mutual agreement or by any Party giving at least six months
written notice to the other Parties, each Party fully reserving the right to so
terminate the Agreement.
SECTION 9. ASSIGNMENT
----------
This Agreement and the rights hereunder may not be assigned without the
mutual written consent of all Parties hereto.
SECTION 10. ACCESS TO RECORDS
-----------------
During the term of this Agreement and for a period of seven years after its
expiration or termination as to a Client Company, such Client Company shall have
reasonable access to and the right to examine all books, documents, papers, and
records (collectively the "Records") which pertain to the services provided by
AFS pursuant to said Agreement. AFS shall maintain all such Records for a period
of seven years after the expiration of the Agreement, and all such Records for a
period of seven years after the termination as to a Client Company. During the
term of the Agreement and for a period of seven years after its expiration or
termination as to a Client Company, the Illinois Commerce Commission shall have
access to such Records in accordance with Section 7-101 of the Public Utilities
Act (220 ILCS 5/7-101), now in effect and as may be modified from time to time,
subject to any applicable limitations and restrictions as provided for in said
Act, now in effect and as may be modified from time to time, including but not
limited to limitations and restrictions governing the dissemination and
disclosure of confidential and proprietary Records. Nothing in this Agreement
shall be construed or interpreted as a waiver by the AFS or Client Company of
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any right, entitlement, claim, or privilege to assert and rely upon any
appropriate law, statute, rule, regulation, order, or other instrument, with
regard to the production, dissemination, release, or disclosure of any such
Records.
SECTION 11. MISCELLANEOUS
-------------
This Agreement shall be binding upon the successors and assigns of the
Parties hereto, provided that AFS shall not be entitled to assign or subcontract
out any of its obligations under this Agreement without the prior written
approval of Client Companies. This Agreement may not be modified or amended in
any respect except in writing executed by the Parties hereto. This Agreement
shall be construed and enforced under and in accordance with the laws of the
State of Missouri. This Agreement may be executed in counterparts, each one of
which when fully executed shall be deemed to have the same dignity, force and
effect as if the original. No provision of this Agreement shall be deemed waived
nor breach of this Agreement consented to unless such waiver or consent is set
forth in writing and executed by the Party hereto making such waiver or consent.
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be
executed by their duly authorized representatives as of September 30, 2003.
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AMEREN ENERGY FUELS AND SERVICES COMPANY
By: ________________________________
Title:______________________________
UNION ELECTRIC COMPANY, D/B/A AMERENUE
By: ________________________________
Title:______________________________
CENTRAL ILLINOIS PUBLIC SERVICE COMPANY,
D/B/A AMERENCIPS
By: ________________________________
Title:______________________________
CENTRAL ILLINOIS LIGHT COMPANY,
D/B/A AMERENCILCO
By: ________________________________
Title:______________________________
ILLINOIS POWER COMPANY,
D/B/A AMERENIP
By: ________________________________
Title:______________________________
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