Exhibit B-2
FUEL AND NATURAL GAS SERVICES AGREEMENT
BETWEEN
AMEREN ENERGY FUELS AND SERVICES COMPANY
AND
CENTRAL ILLINOIS LIGHT COMPANY,
D/B/A AMERENCILCO
THIS FUEL AND NATURAL GAS SERVICES AGREEMENT, made and entered into as
of ______________ by and between AMEREN ENERGY FUELS AND SERVICES COMPANY
("AFS"), an Illinois corporation; and CENTRAL ILLINOIS LIGHT COMPANY, d/b/a
AmerenCILCO ("AmerenCILCO"), an Illinois corporation, and its subsidiaries
("Client Company") (AFS and Client Company hereinafter sometimes referred to
individually as a "Party" and collectively as the "Parties");
W I T N E S S E T H:
WHEREAS, AFS and Client Company 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 Company, to other Ameren
affiliates, and to non-affiliates as requested; and
WHEREAS, Client Company desires 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 Company's electric and
gas utility operating functions, and to the businesses of any subsidiaries of
Client Company; and
WHEREAS, economies and increased efficiencies will result from the
performance by AFS of certain support services for Client Company that would
enable Client Company 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 Company at cost,
determined in accordance with applicable rules, regulations and orders of the
Securities and Exchange Commission ("the Commission");
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 Company and its 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 Company may from time to time request. AFS will keep itself and its
personnel available and competent to render to Client Company 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 the Client Company 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
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management activities, for the power plants of AmerenCILCO's subsidiary, Central
Illinois Generation, Inc. ("CIGI"); 2) to provide resources necessary to procure
natural gas supply, storage and pipeline transportation capacity, and to manage
such items and assets, including resale and risk management activities for the
Client Company; 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 the 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 Company may
request and AFS determines it is able to perform with respect to Client
Company's business and operations.
SECTION 3. COMPENSATION OF AFS
-------------------
As compensation for services requested by Client Company and rendered
to them by AFS, Client Company hereby agrees to reimburse AFS for all costs
properly chargeable or allocable thereto, as controlled through a work order
procedure. 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.
SECTION 4. WORK ORDERS
-----------
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Services will be performed and billed in accordance with a work order
system established to capture the various types of costs incurred by AFS. Costs
will be charged to the appropriate work orders, which will then be the basis for
the billing of costs to Client Company.
SECTION 5. PAYMENT
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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 Company hereby appoints AFS as Agent to represent the Client
Company in performing the services described in Section 2 above. Client Company
also authorizes 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 Company in the course of performing the
services described in Section 2. Any resale of fuel, natural gas, and other
energy related commodities and goods by AFS to the Client Company 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 Company has duly and properly appointed AFS as its Agent.
AFS has the full power and authority to transact business on behalf of the
Client Company, and, in particular, to transact for the purchase and sale of the
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commodities and services discussed above on behalf of the Client Company. 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
Company 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 Company will be legally bound by the terms of any agreement or
contract 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 Company, and enforceable against it.
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
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This Agreement and the rights hereunder may not be assigned without the
mutual written consent of all Parties hereto.
SECTION 10. 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 Company. 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
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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 the day and year first
above written.
AMEREN ENERGY FUELS AND SERVICES COMPANY
By: ________________________________
Title:______________________________
CENTRAL ILLINOIS LIGHT COMPANY, D/B/A
AMERENCILCO
By: ____________________________
Title:______________________________
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