Contract
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.
2
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.
3
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
Xxxxx X. Xxxxxxxx
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____________________________
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Name: Xxxxx
X. Xxxxxxxx
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Title: Vice
President and Treasurer
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by
Xxxxx X. Xxxxxxxx
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____________________________ |
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Name: Xxxxx
X. Xxxxxxxx
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Title: Vice
President and Treasurer
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ILLINOIS
POWER COMPANY,
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by
Xxxxx X. Xxxxxxxx
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_____________________________ |
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Name: Xxxxx
X. Xxxxxxxx
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Title: Vice
President and Treasurer
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AMERENENERGY
RESOURCES
GENERATING
COMPANY,
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by
Xxxxx X. Xxxxxxxx
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_____________________________ |
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Name: Xxxxx
X. Xxxxxxxx
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Title: Vice
President and Treasurer
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4
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CILCORP
INC.,
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by
Xxxxx X. Xxxxxxxx
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______________________________ |
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Name: Xxxxx
X. Xxxxxxxx
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Title: Vice
President and Treasurer
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5
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JPMORGAN
CHASE BANK, N.A., as
Agent
and as a Lender,
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by
Xxxxxxx X. XxXxxxx
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_______________________________ |
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Name:
Xxxxxxx X. XxXxxxx
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Title:
Executive Director
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6
SIGNATURE
PAGE FOR
AMENDMENT
DATED
MARCH 26,
2008
TO JULY
14, 2006
CREDIT
AGREEMENT
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Institution: Barclays
Bank PLC
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by Xxxx
X. Xxxxxxx
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_________________________________ |
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Name:
Xxxx X. Xxxxxxx
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Title:
Associate
Director
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by
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_________________________________ |
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Name:
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Title:
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7
SIGNATURE
PAGE FOR
AMENDMENT
DATED
MARCH 26,
2008
TO JULY
14, 2006
CREDIT
AGREEMENT
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Institution: Bank
of New York
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by Xxxxxxx
X. Xxxxxxx
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_________________________________ |
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by
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_________________________________ |
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Name:
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Title:
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8
SIGNATURE
PAGE FOR
AMENDMENT
DATED
MARCH 26,
2008
TO JULY
14, 2006
CREDIT
AGREEMENT
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Institution: The
Bank of Tokyo-Mitsubishi UFJ,
Ltd. New York Branch
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by Xxxxxxx
Xxxxxx
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_________________________________ |
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Title:
Authorized Signatory
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by
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_________________________________ |
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Name:
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Title:
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9
SIGNATURE
PAGE FOR
AMENDMENT
DATED
MARCH 26,
2008
TO JULY
14, 2006
CREDIT
AGREEMENT
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Institution: BNP
Paribas
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by Xxxxxxx
X. Xxxxxxx
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_________________________________ |
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by
Xxxxx X'Xxxxx
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_________________________________ |
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Name:
Xxxxx X'Xxxxx
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Title:
Managing Director
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10
SIGNATURE
PAGE FOR
AMENDMENT
DATED
MARCH 26,
2008
TO JULY
14, 2006
CREDIT
AGREEMENT
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Institution: Commerce
Bank, N.A.
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by
Xxxxxxx X. Best
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_________________________________ |
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by
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_________________________________ |
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Name:
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Title:
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11
SIGNATURE
PAGE FOR
AMENDMENT
DATED
MARCH 26,
2008
TO JULY
14, 2006
CREDIT
AGREEMENT
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Institution: Fifth
Third Bank
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by Xxxxxx
X. Xxxxxx
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_________________________________ |
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by
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_________________________________ |
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Name:
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Title:
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12
SIGNATURE
PAGE FOR
AMENDMENT
DATED
MARCH 26,
2008
TO JULY
14, 2006
CREDIT
AGREEMENT
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Institution: Xxxxxx
Brothers Bank, FSB
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by Xxxxxx
X. Xxxxxx
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_________________________________ |
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by
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_________________________________ |
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Name:
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Title:
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13
SIGNATURE
PAGE FOR
AMENDMENT
DATED
MARCH 26,
2008
TO JULY
14, 2006
CREDIT
AGREEMENT
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Institution: Mellon
Bank
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by Xxxxxxx
X. Xxxxxxx
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_________________________________ |
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by
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_________________________________ |
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Name:
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Title:
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14
SIGNATURE
PAGE FOR
AMENDMENT
DATED
MARCH 26,
2008
TO JULY
14, 2006
CREDIT
AGREEMENT
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Institution: National
City Bank
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by Xxxxxxx
Xxxxx
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_________________________________ |
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by
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_________________________________ |
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Name:
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Title:
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15
SIGNATURE
PAGE FOR
AMENDMENT
DATED
MARCH 26,
2008
TO JULY
14, 2006
CREDIT
AGREEMENT
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Institution: Northern
Trust Company
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by Xxxx
Xxxxx
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_________________________________ |
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by
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_________________________________ |
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Name:
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Title:
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16
SIGNATURE
PAGE FOR
AMENDMENT
DATED
MARCH 26,
2008
TO JULY
14, 2006
CREDIT
AGREEMENT
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Institution: UBS
Loan Finance LLC
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by Xxxx
X. Xxxxx
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_________________________________ |
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by
Xxxxx X. Xxxxx
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_________________________________ |
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Name:
Xxxxx X. Xxxxx
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Title:
Associate Director
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17
SIGNATURE
PAGE FOR
AMENDMENT
DATED
MARCH 26,
2008
TO JULY
14, 2006
CREDIT
AGREEMENT
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Institution: UMB
Bank, N.A.
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by Xxxxx
X. Xxxx
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_________________________________ |
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by
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_________________________________ |
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Name:
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Title:
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18
SIGNATURE
PAGE FOR
AMENDMENT
DATED
MARCH 26,
2008
TO JULY
14, 2006
CREDIT
AGREEMENT
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Institution: US
Bank
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by Xxxxxxx
X. Xxxx
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_________________________________ |
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by
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_________________________________ |
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Name:
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Title:
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19
SIGNATURE
PAGE FOR
AMENDMENT
DATED
MARCH 26,
2008
TO JULY
14, 2006
CREDIT
AGREEMENT
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Institution: Wachovia
Bank, N.A.
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by Xxxxx
Xxxxx
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_________________________________ |
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by
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_________________________________ |
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Name:
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Title:
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20
SIGNATURE
PAGE FOR
AMENDMENT
DATED
MARCH 26,
2008
TO JULY
14, 2006
CREDIT
AGREEMENT
