Supplemental Credit Agreement



 Exhibit 10.4 
 EXECUTION VERSION 
  
  
  
 SUPPLEMENTAL CREDIT AGREEMENT 

DATED AS OF JUNE 30, 2009 
 among

 AMEREN CORPORATION 
 UNION ELECTRIC COMPANY 
 AMEREN ENERGY GENERATING COMPANY, 
 as Borrowers 
 THE LENDERS FROM TIME TO TIME PARTIES HERETO 
 and 
 JPMORGAN CHASE BANK, N.A.,

 as Agent 
 BARCLAYS BANK PLC, 
 as Syndication Agent 
 THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., 
 BNP PARIBAS and 
 U.S. BANK NATIONAL ASSOCIATION, 
 as
Documentation Agents 
  
  
 J. P. MORGAN SECURITIES INC. 
 and

 BARCLAYS CAPITAL, 
 AS JOINT ARRANGERS AND JOINT BOOKRUNNERS 
  
  
  







 CREDIT AGREEMENT 
 This Supplemental Credit Agreement dated as of June 30, 2009 (this “Agreement”), is entered into by and among Ameren Corporation, a Missouri corporation, and its subsidiaries Union Electric
Company d/b/a AmerenUE, a Missouri corporation, and Ameren Energy Generating Company, an Illinois corporation, the Lenders and JPMorgan Chase Bank, N.A., as Agent. This Agreement is meant to operate in conjunction with the Amended and Restated
Credit Agreement amended and restated as of June 30, 2009 (as amended, the “Primary Credit Agreement”) among Ameren Corporation, a Missouri corporation, and its subsidiaries Union Electric Company d/b/a AmerenUE, a Missouri
corporation, and Ameren Energy Generating Company, an Illinois corporation, the Lenders and JPMorgan Chase Bank, N.A., as Agent. The obligations of the Borrowers under this Agreement will be several and not joint, and, except as otherwise set forth
in this Agreement, the obligations of the Borrowers will not be guaranteed by the Company or any other subsidiary of the Company (including, without limitation, any other Borrowing Subsidiary). The parties hereto agree as follows: 
 ARTICLE I 
 DEFINITIONS

 1.1. Defined Terms; Construction. (a) All capitalized terms used in, or incorporated by reference into, this Agreement but
not otherwise defined herein shall be defined as set forth in the Primary Credit Agreement, but with the definitions in the Primary Credit Agreement being modified and construed in accordance with the next following sentence. All references in the
Primary Credit Agreement, including in the schedules and exhibits thereto, or in provisions and schedules and exhibits incorporated herein from the Primary Credit Agreement or defined terms used in such provisions and schedules to
(i) “this Agreement”, “hereof”, “hereby”, “hereunder”, “herein” or words or phrases of similar import shall be deemed to be references to this Agreement; (ii) “Commitments” shall
be deemed to be references to the Commitments as defined below; (iii) “Loans”, “Advances”, “Credit Extensions” and other words or phrases referring to Loans, Advances or Credit Extensions shall be deemed to be
references to the Loans, Advances and Credit Extensions made under this Agreement (in each case except to the extent such references are to “Competitive Loans”, all references to which shall be disregarded), (iv) Lenders or the
“Agent” shall be deemed to be references to Lenders and the Agent under this Agreement, and (v) “Sections” shall be deemed to be references to Sections of the Primary Credit Agreement as incorporated by reference herein.

 (b) As used in this Agreement, the following terms shall have the meanings set forth below: 
 “Commitment” means, for each Lender, the amount set forth (a) on the Commitment Schedule hereto, (b) in an Assignment Agreement
executed pursuant to Section 12.3 opposite such Lender’s name, or (c) in a Commitment Increase Amendment, in each case as it may be modified as a result of any assignment that has become effective pursuant to Section 12.3.3, as
it may be increased pursuant to Section 2.25 or as otherwise modified from time to time pursuant to the terms hereof. Each Commitment shall be an Extended Commitment. 







 “Commitment Schedule” means the Schedule identifying each Lender’s Commitment as of the
Amendment Effective Date attached hereto and identified as such. 
 “Credit Agreements” means, collectively, the Primary Credit
Agreement and this Agreement. 
 “Primary Credit Agreement” is defined in the preamble. 
 ARTICLE II 
 THE CREDITS

 2.1. Commitment. Subject to the satisfaction of the conditions precedent set forth in Section 4.1 and 4.2, as applicable,
each Lender severally and not jointly agrees, on the terms and conditions set forth in this Agreement, to make Revolving Loans to each Borrower from time to time from and including the Closing Date and prior to the Availability Termination Date for
such Borrower in an amount not to exceed its Pro Rata Share of the Available Aggregate Commitment; provided that (i) at no time shall the Aggregate Outstanding Credit Exposure exceed the Aggregate Commitment, (ii) at no time shall
the Revolving Credit Exposure of any Lender exceed its Commitment and (iii) at no time shall the Borrower Credit Exposure of any Borrower exceed the Borrower Sublimit of such Borrower. Subject to the terms of this Agreement, each Borrower may,
severally and not jointly with the other Borrowers, borrow, repay and reborrow Revolving Loans at any time prior to the Availability Termination Date for such Borrower. The commitment of each Lender to lend to each Borrower hereunder shall
automatically expire on the Availability Termination Date for such Borrower. 
 ARTICLE III 
 INCORPORATION BY REFERENCE 
 3.1.
Incorporation by Reference. The provisions of Articles II through XV of the Primary Credit Agreement (other than Sections 2.1 and 2.4 and clause (iii) of Section 2.25(a)) are incorporated herein by reference in their entirety, it
being agreed that (i) such provisions, including the defined terms used therein and the definitions of such terms in the Primary Credit Agreement, shall be construed in accordance with Section 1.1 hereof and (ii) in the event of any
inconsistency between the provisions incorporated herein by reference and the provisions expressly set forth herein, the provisions expressly set forth herein shall control. The Schedules and Exhibits attached to the Primary Credit Agreement (other
than the “Commitment Schedule” attached thereto, which is replaced by the Commitment Schedule) will be deemed to be attached hereto, with the terms used therein being defined as set forth herein. Each reference in Section 6.16 and in
the proviso to Section 2.25(a) to the “Supplemental Credit Agreement” shall be deemed replaced with a reference to the “Primary Credit Agreement”. 
  


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 ARTICLE IV 
 PROVISIONS RELATING TO THE PRIMARY CREDIT AGREEMENT 
 4.1. General. The following provisions
shall apply at all times until the termination of the Non-Extended Commitments on the Commitment Termination Date: 
 (a) No
Revolving Loan shall be made by a Lender pursuant to an Extended Commitment unless there shall simultaneously be made a “Revolving Loan” under and as defined in the Primary Credit Agreement (the “Corresponding Loan”) by the same
Lender pursuant to its “Extended Commitment” under the Primary Credit Agreement, which Corresponding Loan shall bear the same proportion to the “Commitment” of such Lender under the Primary Credit Agreement as such Revolving Loan
bears to such Lender’s Extended Commitment, and shall be of the same Type and, if applicable, for the same Interest Period, as such Revolving Loan. No conversion, continuation or prepayment of a Revolving Loan (or portion thereof) shall be made
hereunder unless there shall be made simultaneously a conversion, continuation or prepayment of the Corresponding Loan (or a ratable portion thereof) under the Primary Credit Agreement. 
 (b) The maximum LC Exposure specified in Section 2.6(b) shall apply on a combined basis to the LC Exposures under and as defined in
both Credit Agreements and (i) each Letter of Credit under and as defined in the Primary Credit Agreement will be deemed also to be issued under this Agreement (it being understood that the LC Exposure in respect of each such Letter of Credit
for purposes of this Agreement shall exclude the participations of the “Lenders” under the Primary Credit Agreement in such Letter of Credit); (ii) each Lender will acquire (or, in the case of any Existing Letter of Credit, will be
deemed to have acquired) under this Agreement a participation in each Letter of Credit bearing the same proportion to its Commitment hereunder as its participation in such Letter of Credit under the Primary Credit Agreement bears to its Extended
Commitment thereunder; (iii) the provisions of Section 2.6 of the Credit Agreements will operate, and the Agent, each Issuing Bank and each Lender will have the same rights and obligations, as if the Letters of Credit had been issued under
a single credit agreement having the terms set forth in Section 2.6; and (iv) the portion of each Letter of Credit deemed issued under this Agreement shall be equal to a fraction the numerator of which is the Aggregate Commitment at such
time and the denominator of which is the sum of the Aggregate Commitment at such time (in each case, as the Commitments and the Aggregate Commitment are adjusted from time to time in accordance with the provisions of this Agreement) and the
“Aggregate Commitment” under the Primary Credit Agreement (as so adjusted) at such time (or, if the Aggregate Commitment has been terminated, a fraction the numerator of which is the Aggregate Revolving Credit Exposure at such time and the
denominator of which is the sum of the Aggregate Revolving Credit Exposure at such time and the “Aggregate Revolving Credit Exposure” under the Primary Credit Agreement at such time). 
 (c) No reduction of the “Extended Commitment” of any Lender under the Primary Credit Agreement shall be made unless the
Commitment of such Lender shall be simultaneously ratably reduced. 
  

 3 








 (d) No payment of interest on any “Revolving Loan”, and no payment of fees,
shall be made under the Primary Credit Agreement unless a simultaneous ratable payment is made of interest on the Corresponding Loan of the same Lender hereunder or of fees hereunder. 
 (e) No assignment shall be made of any “Extended Commitment” of any Lender, or of any Loans made pursuant to such a Commitment
or any rights or interests related thereto, under the Primary Credit Agreement unless a ratable assignment is made of the Extended Commitment of such Lender, and of the corresponding Loans made pursuant to such Commitment and the corresponding
rights or interests, under this Agreement. 
 (f) The Borrower Sublimits shall apply on a combined basis to borrowings and
other extensions of credit under both Credit Agreements. 
 (g) Borrowing and prepayment minimums and multiples shall apply on
a combined basis to borrowings and prepayments under both Credit Agreements. 
 (h) No amendment shall be made to one Credit
Agreement without a corresponding amendment to the other. Voting shall be separate under the two Credit Agreements, but any matter approved by the “Required Lenders” under the Primary Credit Agreement shall be deemed to have been approved
by the Required Lenders under this Agreement. 
 (i) A single promissory note will evidence the obligations of each Borrower
under both Credit Agreements. 
 (j) The Agent and the Borrowers shall be authorized to make such other amendments as they
shall deem advisable to implement the intent that the Lenders under this Agreement will have the same rights and benefits, on a ratable basis, as Consenting Lenders under the Primary Credit Agreement. 
 4.2. After the Commitment Termination Date. Upon the termination of the Non-Extended Commitments on the Commitment Termination Date, (a) all
the “Commitments” and “Credit Extensions” hereunder (together with all amounts accrued or owing in respect thereof or otherwise under this Agreement) shall be deemed to be outstanding under the Primary Credit Agreement,
(b) each of the “Aggregate Commitment” and the “Commitment Schedule” under and as defined in the Primary Credit Agreement will be automatically amended to reflect the addition of the Commitments hereunder and (c) this
Agreement shall terminate. 
 [Signature Pages Follow] 
  

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 IN WITNESS WHEREOF, the Borrowers, the Lenders and the Agent have executed this Agreement as of the date
first above written. 
  

							
	AMEREN CORPORATION,
			
		 	by 	 	/s/ Jerre E. Birdsong
		 		 	Name:	 	Jerre E. Birdsong
		 		 	Title:	 	Vice President and Treasurer
	
	UNION ELECTRIC COMPANY,
			
		 	by 	 	/s/ Jerre E. Birdsong
		 		 	Name:	 	Jerre E. Birdsong
		 		 	Title:	 	Vice President and Treasurer
	
	AMEREN ENERGY GENERATING COMPANY,
			
		 	by 	 	/s/ Jerre E. Birdsong
		 		 	Name:	 	Jerre E. Birdsong
		 		 	Title:	 	Vice President and Treasurer










							
	 JPMORGAN CHASE BANK, N.A., as
 Agent, as a
Lender and as an Issuing Bank,

			
		 	by 	 	/s/ Michael DeForge
		 		 	Name:	 	Michael DeForge
		 		 	Title:	 	Managing Director
	
	 BARCLAYS BANK PLC, as Syndication
 Agent and
as a Lender,

			
		 	by 	 	/s/ Sydney G. Dennis
		 		 	Name:	 	Sydney G. Dennis
		 		 	Title:	 	Director









 LENDER SIGNATURE PAGE TO 
 THE AMEREN CORPORATION 
 SUPPLEMENTAL CREDIT AGREEMENT 
  

							
	LENDER: Bank of America, N.A.
			
		 	by 	 	/s/ Richard L. Stein
		 		 	Name:	 	Richard L. Stein
		 		 	Title:	 	Senior Vice President









 LENDER SIGNATURE PAGE TO 
 THE AMEREN CORPORATION 
 SUPPLEMENTAL CREDIT AGREEMENT 
  

							
	LENDER: BNP Paribas
			
		 	by 	 	/s/ Francis J. Delaney
		 		 	Name:	 	Francis J. Delaney
		 		 	Title:	 	Managing Director
			
		 	by	 	/s/ Pasquale A. Perraglia
		 		 	Name:	 	Pasquale A. Perraglia
		 		 	Title:	 	Vice President









 LENDER SIGNATURE PAGE TO 
 THE AMEREN CORPORATION 
 SUPPLEMENTAL CREDIT AGREEMENT 
  

							
	LENDER: Goldman Sachs Bank USA
			
		 	by 	 	/s/ Mark Walton
		 		 	Name:	 	Mark Walton
		 		 	Title:	 	Authorized Signatory









 LENDER SIGNATURE PAGE TO 
 THE AMEREN CORPORATION 
 SUPPLEMENTAL CREDIT AGREEMENT 
  

							
	LENDER: Morgan Stanley Senior Funding, Inc.
			
		 	by 	 	/s/ Stephen B. King
		 		 	Name:	 	Stephen B. King
		 		 	Title:	 	Vice President









 LENDER SIGNATURE PAGE TO 
 THE AMEREN CORPORATION 
 SUPPLEMENTAL CREDIT AGREEMENT 
  

							
	LENDER: Morgan Stanley Bank, N.A.
			
		 	by 	 	/s/ Melissa James
		 		 	Name:	 	Melissa James
		 		 	Title:	 	Authorized Signatory









 LENDER SIGNATURE PAGE TO 
 THE AMEREN CORPORATION 
 SUPPLEMENTAL CREDIT AGREEMENT 
  

							
	LENDER: The Bank of Tokyo-Mitsubishi UFJ, Limited
			
		 	by 	 	/s/ Chi-Cheng Chen
		 		 	Name:	 	Chi-Cheng Chen
		 		 	Title:	 	Authorized Signatory









 LENDER SIGNATURE PAGE TO 
 THE AMEREN CORPORATION 
 SUPPLEMENTAL CREDIT AGREEMENT 
  

							
	LENDER: U.S. Bank National Association
			
		 	by 	 	/s/ Paul Vastola
		 		 	Name:	 	Paul Vastola
		 		 	Title:	 	Vice President









 LENDER SIGNATURE PAGE TO 
 THE AMEREN CORPORATION 
 SUPPLEMENTAL CREDIT AGREEMENT 
  

							
	LENDER: UBS Loan Finance LLC
			
		 	by 	 	/s/ Irja R. Otsa
		 		 	Name:	 	Irja R. Otsa
		 		 	Title:	 	Associate Director
			
		 	by 	 	/s/ Marie Haddad
		 		 	Name:	 	Marie Haddad
		 		 	Title:	 	Associate Director









 LENDER SIGNATURE PAGE TO 
 THE AMEREN CORPORATION 
 SUPPLEMENTAL CREDIT AGREEMENT 
  

							
	LENDER: Deutsche Bank AG New York Branch
			
		 	by 	 	/s/ Marcus M. Tarkington
		 		 	Name:	 	Marcus M. Tarkington
		 		 	Title:	 	Director
			
		 	by 	 	/s/ Paul O’Leary
		 		 	Name:	 	Paul O’Leary
		 		 	Title:	 	Director









 LENDER SIGNATURE PAGE TO 
 THE AMEREN CORPORATION 
 SUPPLEMENTAL CREDIT AGREEMENT 
  

							
	LENDER: The Bank of New York Mellon
			
		 	by 	 	/s/ Richard K. Fronapfel, Jr.
		 		 	Name:	 	Richard K. Fronapfel, Jr.
		 		 	Title:	 	Vice President









 LENDER SIGNATURE PAGE TO 
 THE AMEREN CORPORATION 
 SUPPLEMENTAL CREDIT AGREEMENT 
  

							
	LENDER: The Bank of Nova Scotia
			
		 	by 	 	/s/ Thane Rattew
		 		 	Name:	 	Thane Rattew
		 		 	Title:	 	Managing Director









 LENDER SIGNATURE PAGE TO 
 THE AMEREN CORPORATION 
 SUPPLEMENTAL CREDIT AGREEMENT 
  

							
	LENDER: The Royal Bank of Scotland plc
			
		 	by 	 	/s/ Emily Freedman
		 		 	Name:	 	Emily Freedman
		 		 	Title:	 	Vice President









 LENDER SIGNATURE PAGE TO 
 THE AMEREN CORPORATION 
 SUPPLEMENTAL CREDIT AGREEMENT 
  

							
	LENDER: Fifth Third Bank
			
		 	by 	 	/s/ Robert M. Sander
		 		 	Name:	 	Robert M. Sander
		 		 	Title:	 	Vice President









 LENDER SIGNATURE PAGE TO 
 THE AMEREN CORPORATION 
 SUPPLEMENTAL CREDIT AGREEMENT 
  

							
	LENDER: KeyBank National Association
			
		 	by 	 	/s/ Sherrie Manson
		 		 	Name:	 	Sherrie Manson
		 		 	Title:	 	Senior Vice President









 LENDER SIGNATURE PAGE TO 
 THE AMEREN CORPORATION 
 SUPPLEMENTAL CREDIT AGREEMENT 
  

							
	LENDER: Regions Bank
			
		 	by 	 	/s/ David Bentzinger
		 		 	Name:	 	David Bentzinger
		 		 	Title:	 	Senior Vice President









 LENDER SIGNATURE PAGE TO 
 THE AMEREN CORPORATION 
 SUPPLEMENTAL CREDIT AGREEMENT 
  

							
	LENDER: The Northern Trust Company
			
		 	by 	 	/s/ Rick J. Gomez
		 		 	Name:	 	Rick J. Gomez
		 		 	Title:	 	Second Vice President









 LENDER SIGNATURE PAGE TO 
 THE AMEREN CORPORATION 
 SUPPLEMENTAL CREDIT AGREEMENT 
  

							
	LENDER: Commerce Bank, N.A.
			
		 	by 	 	/s/ Douglas P. Best
		 		 	Name:	 	Douglas P. Best
		 		 	Title:	 	Vice President









 LENDER SIGNATURE PAGE TO 
 THE AMEREN CORPORATION 
 SUPPLEMENTAL CREDIT AGREEMENT 
  

							
	LENDER: UMB Bank, N.A.
			
		 	by 	 	/s/ Cecil G. Wood
		 		 	Name:	 	Cecil G. Wood
		 		 	Title:	 	Executive Vice President









 LENDER SIGNATURE PAGE TO 
 THE AMEREN CORPORATION 
 SUPPLEMENTAL CREDIT AGREEMENT 
  

							
	LENDER: Comerica Bank
			
		 	by 	 	/s/ Mark J. Leveille
		 		 	Name:	 	Mark J. Leveille
		 		 	Title:	 	Vice President









 LENDER SIGNATURE PAGE TO 
 THE AMEREN CORPORATION 
 SUPPLEMENTAL CREDIT AGREEMENT 
  

							
	LENDER: National City Bank
			
		 	by 	 	/s/ Matthew M. Springman
		 		 	Name:	 	Matthew M. Springman
		 		 	Title:	 	Senior Vice President









 Commitment Schedule 
  

				
	 LENDER
	  	COMMITMENT
	 JPMorgan Chase Bank, N.A.
	  	$	12,575,266.34
	 Barclays Bank PLC
	  	$	12,575,266.33
	 Bank of America, N.A.
	  	$	10,421,491.43
	 BNP Paribas
	  	$	8,406,669.75
	 Goldman Sachs Bank USA
	  	$	10,560,444.65
	 Morgan Stanley Senior Funding, Inc.
	  	$	3,473,830.48
	 Morgan Stanley Bank, N.A
	  	$	7,364,520.61
	 The Bank of Tokyo-Mitsubishi UFJ, Ltd.
	  	$	10,421,491.43
	 U.S. Bank National Association
	  	$	7,225,567.39
	 UBS Loan Finance LLC
	  	$	10,838,351.09
	 Deutsche Bank AG New York Branch
	  	$	8,754,052.80
	 The Bank of New York Mellon
	  	$	8,059,286.71
	 The Bank of Nova Scotia
	  	$	8,893,006.02
	 The Royal Bank of Scotland plc
	  	$	2,501,157.94
	 Fifth Third Bank
	  	$	5,558,128.76
	 KeyBank National Association
	  	$	4,446,503.01
	 Regions Bank
	  	$	4,446,503.01
	 The Northern Trust Company
	  	$	3,543,307.09
	 Commerce Bank, N.A.
	  	$	2,779,064.38
	 UMB Bank
	  	$	2,292,728.11
	 Comerica Bank
	  	$	2,084,298.29
	 National City Bank
	  	$	2,779,064.38
	 Aurora Bank FSB (fka Lehman Brothers Bank, FSB)
	  	$	0.00
	 Total
	  	$	150,000,000.00