On June 25, 2008, Ameren Corporation
(“Ameren”), JPMorgan Chase Bank, N.A., as agent and the other lenders identified
therein entered into a Credit Agreement dated as of June 25, 2008 (the “Term
Loan Agreement”). The Term Loan Agreement provides a $300 million
term loan to Ameren due June 24, 2009, which was fully drawn on June 26,
2008. In the event Ameren issues capital stock or other equity
interests (except for director or employee benefit or dividend reinvestment plan
purposes), certain hybrid securities or, in amounts exceeding $25 million,
certain additional indebtedness, Ameren is required under the Term Loan
Agreement to use the net proceeds thereof to prepay amounts borrowed under the
Term Loan Agreement. In addition, if Ameren replaces its Amended and
Restated Five-Year Revolving Credit Agreement, dated as of July 14, 2006, among
Ameren, certain of its subsidiaries, JPMorgan Chase Bank, N.A. as agent and the
other lenders identified therein (the “2006 Ameren Credit Agreement”) with one
or more credit facilities having a total available commitment in excess of $1.15
billion, Ameren is required under the Term Loan Agreement to prepay amounts
borrowed thereunder in an amount equal to the excess new commitments over $1.15
billion. Such mandatory prepayments are without premium or penalty
(except for any funding indemnity due in respect of Eurodollar
loans). A copy of the Term Loan Agreement is filed as Exhibit 10.1 to
this Current Report on Form 8-K.
Borrowings
under the Term Loan Agreement will bear interest, at the election of Ameren, at
(1) a Eurodollar rate plus a margin, which margin is subject to a floor of 0.90%
per annum and a cap of 1.50% per annum 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 annum.
Ameren
will use the proceeds borrowed under the Term Loan Agreement for general
corporate purposes, including without limitation, to reduce amounts borrowed
under the 2006 Ameren Credit Agreement which would make additional amounts
available for borrowing thereunder.
The obligations of Ameren under the
Term Loan Agreement are unsecured. No subsidiary of Ameren is a party
to, guarantor of, or borrower under, the Term Loan Agreement.
The Term
Loan Agreement has terms similar to the 2006 Ameren Credit Agreement (a copy of
which was filed as Exhibit 10.1 to the Form 8-K filed July 18, 2006) except that
amounts prepaid under the Term Loan Agreement may not be
reborrowed. The Term Loan Agreement contains non-financial covenants
including restrictions on the ability to incur liens, dispose of assets and
merge with other entities. In addition, the Term Loan Agreement has
non-financial covenants to limit the ability of Ameren to invest in or transfer
assets to other entities, including affiliates. The events of default
in the Term Loan Agreement, including a cross default to the occurrence of an
event of default under the 2006 Ameren Credit Agreement or any other agreement
covering indebtedness of Ameren and its Subsidiaries (as defined in the Term
Loan Agreement) in excess of $25 million in the aggregate, are similar to those
contained in the 2006 Ameren Credit Agreement. “Subsidiary” is
defined in the Term Loan Agreement to include all entities in which Ameren has
at least a majority control but excludes, for most purposes under the Term Loan
Agreement, project finance subsidiaries, non-material subsidiaries and special
purpose entities formed to conduct permitted securitization
transactions. Also excluded from the definition of “Subsidiary” and
accordingly not subject to the covenants and representations and warranties
under the Term Loan Agreement are Central Illinois Public Service Company,
AmerenEnergy Resources Generating Company, CILCORP Inc., Central Illinois Light
Company and Illinois Power Company and each of their subsidiaries.
The Term
Loan Agreement requires Ameren to maintain consolidated indebtedness of not more
than 65% of consolidated total capitalization.
JPMorgan
Chase Bank, N.A. and certain of the other lenders are also lenders under other
credit agreements of Ameren and its subsidiaries and certain of them provide
other commercial or investment banking services to Ameren and its subsidiaries
from time to time.
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 Term Loan 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
|
Credit
Agreement dated as June 25, 2008 (“Term Loan
Agreement”)
|
SIGNATURE
Pursuant to the requirements of the
Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned thereunto duly
authorized.
AMEREN
CORPORATION
(Registrant)
/s/ Jerre E.
Birdsong
Jerre E.
Birdsong
Vice
President and Treasurer
Date: June
27, 2008
Exhibit
Index
|
Exhibit
Number:
|
Registrant:
|
Title:
|
|
10.1
|
Ameren
|
Credit
Agreement dated as of June 25, 2008 (“Term Loan
Agreement”)
|
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