EXHIBIT B-2
AGENCY AGREEMENT
BETWEEN
AMEREN ENERGY, INC.
AND
AMEREN SERVICES COMPANY
AS AGENT FOR
CENTRAL ILLINOIS PUBLIC SERVICE COMPANY
AND
UNION ELECTRIC COMPANY
THIS AGENCY AGREEMENT, made and entered into as of October 30, 1998 by and
between AMEREN ENERGY, INC., a corporation organized under the laws of the State
of Missouri ("Ameren Energy"), and AMEREN SERVICES COMPANY, a corporation
organized under the laws of the State of Missouri ("Client Company") (Ameren
Energy 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, Ameren Energy and Client Company are both direct subsidiaries of
Ameren Corporation ("Ameren"), a registered holding company under the Public
Utility Holding Company Act of 1935, and, together with Ameren's other direct
and indirect subsidiaries, form the Ameren System; and
WHEREAS, Ameren Energy is engaged in the business of electricity, gas and
energy commodity marketing and trading, and in the conduct of its business has
assembled a highly-trained staff and developed and acquired various
capabilities, programs, systems and other resources; and
WHEREAS, Client Company is authorized by order of the Securities and
Exchange Commission (the "Commission") dated December 30, 1997 (the "Merger
Order") to provide a variety of administrative, management, engineering,
construction, environmental, energy and fuel supply and support services to its
associate companies in the Ameren System, and has heretofore entered into a
General Service Agreement, dated as of January 1, 1998 (the "GSA"), with Union
Electric Company and Central Illinois Public Service Company (the "Operating
Companies") and certain other associate companies of Client; and
WHEREAS, pursuant to the GSA, Client Company provides services to the
Operating Companies in the areas of bulk power marketing and procurement, gas
supply, procurement and management, and other services relating to the Operating
Companies' power and gas marketing and trading functions; and
WHEREAS, economies and increased efficiencies will result from the
performance by Ameren Energy of certain support services for Client Company that
would enable Client Company to perform its obligations under the GSA; and
WHEREAS, subject to the terms and conditions herein described, Ameren
Energy will render such services and provide such resources to Client Company at
cost, determined in accordance with applicable rules, regulations and orders of
the Commission;
NOW, THEREFORE, in consideration of the premises and of the mutual
agreements herein, the Parties hereto hereby agree as follows:
1. Agreement to Furnish Support Services.
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Ameren Energy agrees to provide to Client Company the following
services: power trading and marketing; capacity management; business reporting;
transaction administration; contract and counter-party administration;
regulatory reporting, support and compliance; representation on industry groups;
the negotiation, execution and administration of contracts between any operating
company and third parties necessary to facilitate the above; and other related
activities as requested.
2. Appointment of Ameren Energy as Agent.
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Ameren Energy's relationship to Client Company shall be that of an
Agent. Ameren Energy shall have no interest in the profits or revenues of Client
Company or any Operating Company in respect of any transaction in which Ameren
Energy provides services, and shall not be liable for the performance or other
obligations of Client Company or any Operating Company thereunder. Ameren Energy
shall be accountable for all funds advanced or collected on behalf of Client
Company or any Operating Company in connection with any transaction in respect
of which Ameren Energy provides services. The provision of services by Ameren
Energy 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 Ameren Energy or such provision of
services.
3. Compensation of Ameren Energy.
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As compensation for services actually requested by Client Company and
rendered to it by Ameren Energy, Client Company hereby agrees to reimburse
Ameren Energy for all costs properly chargeable or allocable thereto, as
controlled through a work order procedure.
4. Indemnification.
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A. Client Company shall and does hereby agree to save harmless
and defend Ameren Energy, and its officers, employees, and agents,
from the payment of any sum or sums of money on account of, or
resulting from, claims or suits growing out of or losses under any
transaction in respect of which Ameren Energy shall agree to provide
services, except to the extent that such claims, suits or losses
result from the gross negligence or willful misconduct of Ameren
Energy. Further, Client Company shall and does hereby indemnify and
agree to save harmless and defend Ameren Energy (a) from any and all
liens, garnishments, attachments, claims, suits, costs, attorneys'
fees, cost of investigation and of defense resulting from, incurred in
connection with, or relating to any such claims, (b) from the payment
of any such sum or sums of money, and (c) from the payment of any
penalties, fines, damages, suits or claims (and any liens or
attachments asserted in connection therewith) arising out of any
alleged or actual violation of law, court order, or governmental
agency rule or regulation committed by or existing with respect to
Client Company or its officers, employees, agents or subcontractors
(including Ameren Energy when such payments relate to performing
services hereunder).
B. Ameren Energy shall within five (5) business days after it
receives notice of any claims, action, damages or liability against
which it will expect to be indemnified pursuant to Article 4A, notify
Client Company of such claims, actions, damages or liabilities.
Thereafter, Client Company may at its own expense, upon notice to
Ameren Energy, defend or participate in the defense of such action or
claim or any negotiation for settlement of such action or claim,
provided that, unless Client Company proceeds promptly and in good
faith to pay or defend such action or claim, then Ameren Energy shall
have the right (but not the obligation), in good faith, upon ten (10)
days' notice to Client Company, to pay, settle, compromise or proceed
to defend any such action or claim without the further participation
by Client Company. Client Company will immediately pay (or reimburse
Ameren Energy, as the case may be) any payments, settlements,
compromises, judgments, costs or expenses made or incurred by Ameren
Energy in or resulting from the pursuit by Ameren Energy of such
right. If any judgment is rendered against Ameren Energy in any such
action defended by Client Company or Ameren Energy is otherwise
entitled to indemnification under Article 4A, or if any lien attaches
to the assets of Ameren Energy in connection therewith, Client Company
shall immediately upon such entry or attachment pay the judgment in
full or discharge any such lien unless, at its expense and direction,
appeal shall be taken under which the execution of the judgment or
satisfaction of the lien is stayed. If and when a final and
unappealable judgment is rendered against Ameren Energy in any such
action, Client Company shall forthwith pay such judgment or discharge
such lien prior to the time that Ameren Energy would be legally held
to do so.
6. Miscellaneous.
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This Agreement shall be binding upon the successors and assigns of the
Parties hereto, provided that Ameren Energy 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 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, INC.
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By:------------------------------
Title:---------------------------
Date Executed:-------------------
AMEREN SERVICES COMPANY
AS AGENT FOR
CENTRAL ILLINOIS PUBLIC SERVICE COMPANY
UNION ELECTRIC COMPANY
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By:------------------------------
Title:---------------------------
Date Executed:-------------------
ACKNOWLEDGED BY:
CENTRAL ILLINOIS PUBLIC SERVICE COMPANY
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By:------------------------------
Title:---------------------------
Date Executed:-------------------
ACKNOWLEDGED BY:
UNION ELECTRIC COMPANY
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By:------------------------------
Title:---------------------------
Date Executed:-------------------