COLLATERAL AGENCY AGREEMENT SUPPLEMENT
Exhibit
10.3
COLLATERAL
AGENCY AGREEMENT SUPPLEMENT dated February 9, 2007 (this "Supplement") made
by
AmerenEnergy Resources Generating Company, an Illinois corporation (the
"Pledgor"), in favor of The
Bank
of New York Trust Company, N. A.,
a
national banking association, as collateral agent (in such capacity, the
"Collateral Agent") for the benefit of the Secured Parties (as defined in
the
Collateral Agency Agreement referred to below).
1. This
Supplement is executed and delivered pursuant to the terms of the Collateral
Agency Agreement dated as of July 14, 2006 (as supplemented by this Supplement
and as the same has been and may hereafter be supplemented by any other
Collateral Agency Agreement Supplement or otherwise amended or modified,
the
"Collateral Agency 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 Collateral Agency Agreement are used herein with their defined
meanings.
2. Pursuant
to the terms of the Collateral Agency Agreement, the Pledgor may incur
additional secured indebtedness from time to time that is by its terms equally
and ratably secured under the Collateral Agency Agreement and the Security
Documents with the Obligations secured thereunder. The Pledgor and JPMorgan
Chase Bank, N.A., as agent (the "Agent") have entered into that certain Credit
Agreement, dated as of February 9, 2007 (the “2007 Credit Agreement”), pursuant
to which the Pledgor initially may borrow, and/or request the issuance of
letters of credit, in an aggregate amount up to $100,000,000. The terms of
the
2007 Credit Agreement require that the Pledgor equally and ratably secure
its
obligations under the 2007 Credit Agreement with the Obligations secured
under
the Collateral Agency Agreement and the Security Documents. The Pledgor hereby
acknowledges and agrees that its obligations under the 2007 Credit Agreement
shall be deemed to be "Additional Debt Obligations" pursuant to the Collateral
Agency 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 Collateral Agency Agreement and the Security Documents;
and
hereby acknowledges and agrees that all references to "Secured Parties" in
the
Collateral Agency Agreement and the Security Documents shall be deemed to
include all holders of the Additional Secured Debt as described on Schedule
1
hereto.
4. The
Pledgor hereby represents and warrants that the representations and warranties
contained in Section 3 of the Collateral Agency Agreement are true and correct
on the date of this Supplement with all references therein and elsewhere
in the
Collateral Agency Agreement to "Additional Secured Debt", "Additional
Debtholders" and "Additional Secured Debt Agent" to include the Additional
Debt,
Additional Debtholders and Additional Secured Debt Agent as listed on Schedule
1
hereto and on Schedule 1 to each Collateral Agency Agreement Supplement executed
prior to the date hereof and with references therein to "this Collateral
Agency
Agreement" to mean the Collateral Agency
Agreement
as supplemented hereby. 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 1 hereto, by their acceptance
of
the benefits of the Collateral Agency Agreement, hereby irrevocably designate
the Collateral Agent to act on their behalf as specified in the Collateral
Agency 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
Collateral Agency Agreement, shall be deemed irrevocably to authorize the
Collateral Agent to take such action on its behalf under the Collateral Agency
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 Collateral Agency Agreement, forms a part
thereof and is subject to all the terms thereof. Each item listed on Schedule
I
hereto 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 Collateral Agency Agreement.
IN
WITNESS WHEREOF, the Pledgor has caused this Supplement to be duly executed
and
delivered on the date first set forth above.
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AMERENENERGY
RESOURCES GENERATING COMPANY
By:
_/s/ Xxxxx X.
Birdsong_____
Name:
Xxxxx X. Xxxxxxxx
Title:
Vice President and Treasurer
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2
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Accepted
and acknowledged as of
the
date first above written by:
THE
BANK OF NEW YORK TRUST
COMPANY,
N. A.,
as Collateral Agent
By:
/s/ Xxxxxx X.
Xxxxx
Name: Xxxxxx X. Xxxxx
Title: Vice President
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JPMORGAN
CHASE BANK, N.A., as Agent
under
the 2007 Credit Agreement on behalf of
itself
and the Lenders
By:
__/s/
Xxxxxxx X. XxXxxxx
Name: Xxxxxxx
X. XxXxxxx
Title:
Executive Director
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3
Schedule
I
ADDITIONAL
SECURED DEBT
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Title
or Name of Additional
Secured
Debt
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Additional
Debt Holders
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Additional
Secured
Debt
Agent
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“Obligations”
as defined in the
Credit
Agreement dated as of
February
9, 2007 (the “2007 Credit
Agreement”)
among Central
Illinois
Public Service Company,
Central
Illinois Light Company,
Illinois
Power Company,
AmerenEnergy
Resources
Generating
Company and
CILCORP
Inc., as Borrowers, the
Lenders
from time to time party
thereto
and JPMorgan Chase Bank,
N.A.
as Agent
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The
Lenders from time to time
party
to the 2007 Credit
Agreement
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XX
Xxxxxx Xxxxx Bank, N.A.,
as
Agent
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| 1 |
