ITEM
1.01 Entry
into a Material Definitive Agreement.
On
February 9, 2007, Ameren Corporation (“Ameren”) subsidiaries Central Illinois
Public Service Company, doing business as AmerenCIPS (“CIPS”), Central Illinois
Light Company, doing business as AmerenCILCO (“CILCO”), Illinois Power Company,
doing business as AmerenIP (“IP” and collectively with CIPS and CILCO, the
“Ameren Illinois Utilities”), CILCORP Inc. (“CILCORP”) and AmerenEnergy
Resources Generating Company (“AERG” and collectively with the Ameren Illinois
Utilities and CILCORP, the “Borrowers”), JPMorgan Chase Bank, N.A., as agent and
the other lenders identified therein entered into a Credit Agreement dated
as of
February 9, 2007 (the “2007 Credit Agreement”). The 2007 Credit Agreement
provides a $500 million credit facility to the Borrowers in addition to the
$500
million facility provided by the Credit Agreement dated July 14, 2006 (the
“Prior Illinois Credit Agreement”) among the Borrowers and JPMorgan Chase Bank,
N.A., as agent, which remains in effect. The 2007 Credit Agreement will
terminate on January 14, 2010. A copy of the 2007 Credit Agreement is filed
as
Exhibit 10.1 to this Current Report on Form 8-K.
Under
the
2007 Credit Agreement, the maximum amount available to each Borrower, including
for issuance of letters of credit on its behalf, is limited as follows. CILCORP,
$125 million; AERG, $100 million and IP, $200 million. The borrowing
authority of these companies under the Prior Illinois Credit Agreement remains
unchanged at CILCORP, $50 million, AERG, $200 million and IP, $150 million.
CILCO and CIPS will continue to have borrowing capacity of $150 million and
$135
million, respectively, under the Prior Illinois Credit Agreement, but each
will
have the option of permanently reducing its borrowing capacity under the
Prior
Illinois Credit Agreement and shifting, in one or more transactions, such
capacity to the 2007 Credit Agreement up to the same limits. The borrowing
authority of CILCO and CIPS under the Prior Illinois Credit Agreement and
the
2007 Credit Agreement cannot at any time exceed $150 million and $135 million,
respectively, in the aggregate. Until such time as CILCO or CIPS elects to
increase its borrowing capacity under the 2007 Credit Agreement and issue
first
mortgage bonds as security for its obligations thereunder (as described below),
it will not constitute a “Borrower” under the 2007 Credit Agreement and will not
be subject to the covenants thereof (except as a subsidiary of a Borrower).
Borrowing
authority under the 2007 Credit Agreement is effective immediately for AERG
and
CILCORP. The ability of the Ameren Illinois Utilities to borrow under the
2007
Credit Agreement is subject to receipt of necessary regulatory approvals
and the
issuance by the Ameren Illinois Utilities of mortgage bonds as security as
described below.
The
obligations of each Borrower under the 2007 Credit Agreement will be several
and
not joint, and are not guaranteed by Ameren or any other subsidiary of Ameren.
The Borrowers will use the proceeds of any borrowings for working capital
and
other general corporate purposes; however, a portion of the borrowings by
AERG
may be limited to financing or refinancing the development, management and/or
operation of any of its projects or assets.
Borrowings
under the 2007 Credit Agreement will bear interest, at the election of the
Borrower, at (1) a Eurodollar rate plus a margin applicable to the particular
borrowing company or (2) a rate equal to the higher of the prime rate of
JPMorgan Chase Bank, N.A or the federal funds effective rate plus ½% per year,
plus a margin applicable to the particular borrowing company.
The
obligations of CILCORP under the 2007 Credit Agreement are secured by a pledge
of the common stock of CILCO (which pledge is on an equal and ratable basis
with
the pledge of such common stock by CILCORP to secure its obligations under
the
Prior Illinois Credit Agreement and its 9.375% senior bonds due 2029 and
its
8.70% senior notes due 2009). This pledge is evidenced by the Pledge Agreement
Supplement, dated as of February 9, 2007 (the “Pledge Supplement”) to the
Pledge Agreement, dated as of October 18, 1999 between CILCORP and The Bank
of
New York, as collateral agent (a copy of which is filed as Exhibit 10.1 to
the
Current Report on Form 8-K of CILCORP (File No. 1-08946) filed October 29,
1999). The Pledge Supplement is filed as Exhibit 10.2 to this Current Report
on
Form 8-K.
The
obligations of AERG under the 2007 Credit Agreement are secured by a mortgage
and security interest in its E.D. Edwards and Duck Creek generating stations
and
related licenses, permits and similar rights. The mortgage regarding the
E. D.
Edwards plant is filed as Exhibit 10.4 and the mortgage regarding the Duck
Creek
plant
is
filed
as Exhibit 10.5 to the Current Report on Form 8-K filed July 18, 2006. Pursuant
to a Collateral Agency Agreement Supplement, dated as of February 9, 2007
(the
“Collateral Agency Supplement”) to the Collateral Agency Agreement between AERG
and The Bank of New York Trust Company, N.A., as collateral agent, dated
as of
July 14, 2006, AERG’s obligations under the 2007 Credit Agreement are
secured on an equal and ratable basis with AERG’s obligations under the Prior
Illinois Credit Agreement. AERG will be able to provide security to other
lenders or security holders in the mortgaged property on an equal and ratable
basis with the lenders under the 2007 Credit Agreement and the Prior
Illinois Credit Agreement subject to a limitation on the amount of such
additional secured indebtedness described below. The Collateral Agency
Supplement is filed as Exhibit 10.3 to this Current Report on Form 8-K. The
Collateral Agency Agreement is filed as Exhibit 10.6 to the Current Report
on
Form 8-K filed July 18, 2006.
Subject
to the receipt of regulatory approval, the obligations of the Ameren Illinois
Utilities under the 2007 Credit Agreement will be secured by the issuance
of mortgage bonds by each such utility under its respective mortgage indenture.
If CIPS or CILCO elect to transfer borrowing authority from the Prior Illinois
Credit Agreement to the 2007 Credit Agreement, such company will retire an
appropriate amount of first mortgage bonds under the Prior Illinois Credit
Agreement and issue new bonds in an equal amount to secure its obligations
under
the 2007 Credit Agreement.
The
2007
Credit Agreement limits the amount of secured indebtedness issuable by each
Borrower, excluding that under the Prior Illinois Credit Agreement and the
2007
Credit Agreement, as follows: for the Ameren Illinois Utilities, other secured
debt is limited to that permitted under their respective mortgage indentures
(subject to a covenant regarding excess bonding capacity described below);
for
CILCORP, other secured debt is limited to $425 million secured by the
pledge of CILCO stock (increased by the amount of any permanent reduction
in
CILCORP’s borrowing capacity under the Prior Illinois Credit Agreement or the
2007 Credit Agreement) and for AERG, other secured debt is limited to $100
million secured on a parity basis with its obligations under the
2007 Credit Agreement (increased by the amount of any permanent reduction
in AERG’s borrowing capacity under the Prior Illinois Credit Agreement or the
2007 Credit Agreement).
The
2007
Credit Agreement provides that each of the Ameren Illinois Utilities will
agree
to reserve future bonding capacity under its mortgage indenture (that is,
agree
to forego the issuance of additional mortgage bonds otherwise permitted under
the terms of its mortgage indenture) in the following amounts:
CILCO:
at
all times prior to December 31, 2007, $25,000,000; at all times on and after
December 31, 2007 but prior to December 31, 2008, $50,000,000; at all times
on
and after December 31, 2008, but prior to December 31, 2009, $75,000,000;
and at
all times on and after December 31, 2009, $150,000,000; provided that at
any
time prior to the time CILCO’s borrowing capacity under the 2007 Credit
Agreement equals $150,000,000, the requirement on any date shall be the greater
of (A) the excess bonding requirement under the Prior Illinois Credit Agreement
and (B) the requirement set forth above multiplied by the percentage of
$150,000,000 represented by the borrowing capacity of CILCO under the 2007
Credit Agreement at such time.
CIPS:
at
all times prior to December 31, 2007, $50,000,000; at all times on and after
December 31, 2007 but prior to December 31, 2008, $100,000,000; at all times
on
and after December 31, 2008, but prior to December 31, 2009, $150,000,000;
and
at all times on and after December 31, 2009, $200,000,000; provided that
at any
time on or after December 31, 2009, and prior to the time CIPS’ borrowing
capacity under the 2007 Credit Agreement equals $135,000,000, the requirement
shall be the greater of (A) the excess bonding requirement under the Prior
Illinois Credit Agreement and (B) the requirement set forth above multiplied
by
the percentage of $135,000,000 represented by the borrowing capacity of CIPS
under the 2007 Credit Agreement at such time.
IP:
at
all times prior to December 31, 2008, $100,000,000; at all times on and after
December 31, 2008 but prior to December 31, 2009, $200,000,000; and at all
times
on and after December 31, 2009, $350,000,000.
The
2007
Credit Agreement has terms similar to the Prior Illinois Credit Agreement,
including conditions to borrowings and issuance of letters of credit including
absence of default or unmatured default, accuracy of representations (other
than, for a borrowing to repay maturing commercial paper, representations
as to
absence of material adverse change and material litigation) and warranties
and
required regulatory authorizations. The 2007 Credit Agreement contains
non-financial covenants including restrictions on the ability to incur liens,
dispose of
assets
and merge with other entities. In addition, the 2007 Credit Agreement has
non-financial covenants to limit the ability of a borrower to invest in or
transfer assets to affiliates, covenants regarding the status of the collateral
securing the 2007 Credit Agreement and validity of the security interests
therein and limitations (the required percentage of lenders under the Prior
Illinois Credit Agreement having agreed to remove therefrom the otherwise
applicable restriction on the Borrowers’ agreeing to such limitations) on
dividends, distributions and other payments on capital stock of the Borrowers
if
an event of default has occurred and is continuing or, subject to an ability
of
each Borrower to make such dividends, distributions and other payments in
an
aggregate amount during any fiscal year not to exceed $10 million, in the
event
of certain changes to ratings to below investment grade (or, in the case
of AERG
if it is unrated, failure by AERG to maintain one or more financial ratios).
The
events of default in the 2007 Credit Agreement are similar to those contained
in
the Prior Illinois Credit Agreement.
The
2007
Credit Agreement requires each Borrower to maintain consolidated indebtedness
of
not more than 65% of consolidated total capitalization.
Events
of
default under the 2007 Credit Agreement apply separately to each Borrower
(and,
subject to exceptions, their subsidiaries). A Borrower’s event of default under
the Prior Illinois Credit Agreement constitutes an event of default only
for
such Borrower under the 2007 Credit Agreement. The 2007 Credit Agreement
and the
Prior Illinois Credit Agreement contain cross default provisions in the event
of
a default by a Borrower on any indebtedness under other agreements in excess
of
specified amounts.
ITEM 2.03 Creation
of a Direct Financial Obligation or an Obligation under an Off-
Balance Sheet Arrangement of a Registrant.
See
Item 1.01 above for a description of the 2007 Credit Agreement, a copy of
which is attached hereto as Exhibit 10.1 and is incorporated herein by
reference.
ITEM
9.01
Financial Statements and Exhibits.
(d)
Exhibits
|
Exhibit
Number:
|
Registrant(s):
|
Title:
|
|
10.1
|
Ameren,
CILCORP, CIPS,
CILCO
and IP
|
Credit
Agreement dated as of February 9, 2007 (“2007 Credit
Agreement”)
|
|
10.2
|
CILCORP
and CILCO
|
Pledge
Agreement Supplement dated February 9, 2007
|
|
10.3
|
CILCORP
and CILCO
(relating
to CILCO’s
subsidiary
AERG, a non-
registrant)
|
Collateral
Agency Agreement Supplement between AERG and
The
Bank of New York Trust Company, N.A., dated as of
February
9, 2007
|
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This
combined Form 8-K is being filed separately by Ameren Corporation, Central
Illinois Public Service Company, CILCORP Inc., Central Illinois Light Company
and Illinois Power Company (each a “registrant”). Information contained herein
relating to any individual registrant has been filed by such registrant on
its
own behalf. No registrant makes any representation as to information relating
to
any other registrant.