ASSET TRANSFER AGREEMENT
between
CENTRAL ILLINOIS PUBLIC SERVICE COMPANY
and
AMEREN ENERGY GENERATING COMPANY
Dated as of May 1, 2000
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TABLE OF CONTENTS
Page
ARTICLE I. TRANSFER OF ASSETS.................................................1
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1.1 Transfer of Assets......................................................1
(a) Inventory......................................................1
(b) Fixed Assets...................................................2
(c) Real Property..................................................2
(d) Leased Property................................................2
(e) Intellectual Property Rights...................................2
(f) Business Records...............................................2
(g) Contracts......................................................2
(h) Permits........................................................2
(i) Insurance......................................................3
(j) Rolling Stock and Vehicles.....................................3
(k) Miscellaneous..................................................3
1.2 Retained Assets.........................................................3
(a) Designated Assets..............................................3
(b) Non-Assigned Contracts.........................................3
(c) Employee Plan Assets...........................................3
(d) Corporate Records..............................................4
1.3 Assignability and Consents..............................................4
(a) Required Consents..............................................4
(b) Nonassignable Items............................................4
ARTICLE II. LIABILITIES.......................................................4
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2.1 Assumption of Liabilities...............................................4
(a) Balance Sheet..................................................5
(b) Trade Payables.................................................5
(c) Contracts......................................................5
(d) Employee Matters...............................................5
(e) Liabilities and Obligations....................................5
2.2 Retained Liabilities....................................................5
(a) Pre-Closing....................................................6
(b) Liabilities Relating to the Transfer of Acquired Assets........6
(c) Employee-Related Liabilities...................................6
(d) Litigation.....................................................6
(e) Product, Environmental and Safety Liability....................6
(f) Taxes..........................................................7
(g) Liabilities Relating to Retained Assets........................7
ARTICLE III. TRANSFER AND EXCHANGE...........................................7
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3.1 Payment.................................................................7
3.2 Prorations..............................................................7
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ARTICLE IV. CLOSING...........................................................8
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4.1 General.................................................................8
4.2 Documents to be Delivered by Transferor.................................8
4.3 Documents to be Delivered by Transferee.................................9
4.4 Documents to be Delivered by Transferee and Transferor..................9
4.5 Other Documents to be Delivered.........................................9
4.6 Post Closing...........................................................10
ARTICLE V. REPRESENTATIONS AND WARRANTIES....................................10
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5.1 Representations and Warranties of Transferor...........................10
(a) Organization and Standing; Power and Authority................10
(b) Conflicts; Defaults...........................................11
(c) Acquired Assets; Title to the Acquired Assets.................11
(d) Contracts.....................................................12
(e) Environmental and Safety Compliance...........................12
(f) Approvals.....................................................14
(g) Real Property.................................................14
(h) Leases........................................................15
5.2 Representations and Warranties of Transferee...........................15
(a) Organization and Standing; Corporate Power and Authority......15
(b) Conflicts; Defaults...........................................15
ARTICLE VI. CONDITIONS TO CLOSING............................................15
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6.1 Conditions to Transferee's Obligations.................................15
(a) Representations and Warranties................................15
(b) Covenants.....................................................15
(c) Consents......................................................16
(d) No Proceeding or Litigation...................................16
(e) Certificate of Transferor.....................................16
(f) Certificate; Documents........................................16
6.2 Conditions to Transferor's Obligations.................................16
(a) Representations and Warranties................................16
(b) Covenants.....................................................16
(c) Consents......................................................16
(d) No Proceeding or Litigation...................................16
(e) Certificate of Transferee.....................................16
(f) Certificates; Documents.......................................17
ARTICLE VII. COVENANTS OF TRANSFEROR........................................17
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7.1 Conduct of Business....................................................17
ARTICLE VIII. COVENANTS OF BUYER.............................................17
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8.1 Maintenance of, and Access to, Records.................................17
8.2 Closing................................................................17
ARTICLE IX. CERTAIN ADDITIONAL COVENANTS....................................17
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9.1 Expenses; Transfer Taxes...............................................17
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9.2 Bulk Transfer Laws.....................................................17
9.3 Regulatory Approvals...................................................18
9.4 Employee Matters.......................................................18
ARTICLE X. TERMINATION.......................................................18
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10.1 Termination............................................................18
(a) Mutual Consent................................................18
(b) Court Order...................................................18
(c) Transferee's Conditions.......................................18
(d) Transferor's Conditions.......................................18
10.2 Effect of Termination..................................................18
ARTICLE XI. INDEMNIFICATION.................................................18
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11.1 Indemnification by Transferee..........................................18
11.2 Indemnification by Transferor..........................................19
(a) General............................................................19
(b) Environmental Indemnification......................................19
11.3 Notice of Claim; Right to Participate in and Defend Third Party Claim..19
11.4 Time Limitations on Claims for Indemnification.........................21
ARTICLE XII. MISCELLANEOUS...................................................21
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12.1 Amendments............................................................21
12.2 Entire Agreement......................................................21
12.3 Governing Law.........................................................21
12.4 Notices...............................................................21
12.5 Counterparts..........................................................21
12.6 Assignment............................................................21
12.7 Waivers...............................................................21
12.8 Third Parties.........................................................22
12.9 Schedules, Addenda and Exhibits.......................................22
12.10 Headings..............................................................22
12.11 Certain Definitions...................................................22
12.12 Remedies Not Exclusive................................................22
12.13 Gender and Number.....................................................22
SCHEDULES
Schedule 1.1(b)...(Fixed Assets)
Schedule 1.1(c)...(Real Estate)
Schedule 1.1(e)...(Intellectual Property)
Schedule 1.1(j)...(Rolling Stock and Vehicles)
Schedule 1.2(a)...(Retained Property)
Schedule 1.2(b)...(Non-Assigned Contracts)
Schedule 1.3(a)...(Required Consents)
Schedule 2.1(a)...(Assumed Indebtedness)
Schedule 3.1......(Transferee Note)
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Schedule 4.2(f)...(Existing Indebtedness to be Discharged by Closing)
Schedule 5.1(c)...(Title to the Acquired Assets)
Schedule 5.1(d)...(Contracts)
Schedule 5.1(e)...(Environmental Matters)
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ASSET TRANSFER AGREEMENT
THIS ASSET TRANSFER AGREEMENT (this "Agreement") dated as of May l, 2000
between Central Illinois Public Service Company, d/b/a AmerenCIPS, an Illinois
corporation ("Transferor") and Ameren Energy Generating Company, an Illinois
corporation ("Transferee").
W I T N E S S E T H:
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WHEREAS, Transferor is a public utility company as defined in Section 3-105
of the Illinois Public Utilities Act (220 ILCS 5/3-105) (the "PUA") and
presently operates as a vertically integrated electric generation, transmission
and distribution company; and
WHEREAS, Transferor operates plants and related facilities for the
generation of electricity which is sold to wholesale and retail customers of
Transferor (the "Business");
WHEREAS, Transferor desires to transfer substantially all of its assets,
properties, rights and interests relating to the Business to Transferee; and
WHEREAS, Transferee desires to acquire from Transferor, upon the terms and
subject to the conditions hereinafter set forth, substantially all of such
assets, properties, rights and interests of Transferor, in exchange for the
issuance by Transferee of a promissory note and its common stock and the
assumption by Transferee of certain liabilities and obligations of Transferor
specifically disclosed in this Agreement.
NOW, THEREFORE, in consideration of the premises and the mutual covenants
hereinafter contained and other good and valuable consideration had and
received, Transferee and Transferor, on the basis of, and in reliance upon, the
representations, warranties, covenants, obligations and agreements set forth in
this Agreement, and upon the terms and subject to the conditions contained
herein, hereby agree as follows:
ARTICLE I. TRANSFER OF ASSETS
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1.1 Transfer of Assets. At the Closing (as defined in Section 4.1),
Transferee shall acquire from Transferor, and Transferor shall transfer, convey,
assign, contribute and deliver to Transferee, all of the assets, properties,
rights and interests owned, used, occupied or held by or for the benefit of
Transferor in the operation of the Business wherever situated, as the same shall
exist as of the Closing Date, including, without limitation, the following:
(a) Inventory. All inventories of products, work-in-process, finished
goods, raw materials, coal, oil and other fuel supplies and parts relating
to the Business (collectively, "Inventory" or "Inventories"), including,
without limitation, all Inventories located at the facilities listed on
Schedule 1.1(c) (Real Estate);
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(b) Fixed Assets. All tangible personal property, plant and equipment
including, without limitation, buildings, structures, generators, turbines,
coal handling facilities, fixtures, machinery and equipment, maintenance
machinery and equipment, vehicles and rolling stock, office furniture and
office equipment, other furnishings, leasehold improvements and
construction-in-process, and all tangible personal property set forth on
Schedule 1.1(b) (Fixed Assets) (collectively, the "Fixed Assets");
(c) Real Property. All real property rights and interests of any kind
whatsoever owned by Transferor and relating to the Business, including the
rights and interests identified under the heading "Fee Property" on
Schedule 1.1(c) (Real Estate), which consist of: (i) the land more
particularly described under such heading, which descriptions are
incorporated herein by reference, (ii) any easements or other interests in
real property necessary for the operation of the Business including those
described under the heading "Easements" on Schedule 1.1(c) (Real Estate),
(iii) all buildings, structures, and leasehold improvements located thereon
and all appurtenances relating thereto, and (iv) all fixtures, machinery,
apparatus or equipment affixed to said premises, including, without
limitation, all of the electrical, heating, plumbing, air conditioning, air
compression and all other systems located on said premises, and all other
structures, fences and improvements (collectively, the "Fee Property");
(d) Leased Property. All rights and interests under the lease or
license agreements (the "Lease Agreements") more particularly described
under the heading "Leased Property" on Schedule 1.1(c) (Real Estate)
attached hereto, which descriptions are incorporated herein by reference
(the premises subject to the Lease Agreements being hereinafter
collectively referred to as the "Leased Property");
(e) Intellectual Property Rights. Any and all intellectual property
owned or possessed by Transferor and related to the Business including
without limitation, copyrights, trade secrets, trademarks and patents and
identified on Schedule 1.1(e).
(f) Business Records. All books and records relating to the Business,
including, without limitation, all files, invoices, forms, accounts,
correspondence, production records, technical, accounting, manufacturing
and procedural manuals, employment records, studies, reports or summaries
relating to any Environmental Requirements (as defined in Section 5.1(e)),
and other books and records relating to the operation of any of the
Acquired Assets (as defined in this Section 1.1) or other assets or
properties associated with the Business, and any confidential information
which has been reduced to writing or other tangible medium relating to or
arising out of the Business (collectively, the "Business Records");
(g) Contracts. Subject to Section 1.2(b) and 1.3, all rights, benefits
and interests of Transferor in and to all licenses, leases, contracts,
agreements, commitments and undertakings relating to the Business including
without limitation those listed on Schedule 5.1(d);
(h) Permits. All licenses, permits, approvals, variances, waivers or
consents (collectively, the "Permits"), to the extent transferable, issued
by any foreign, United States, state or local governmental entity or
municipality or subdivision thereof or any authority, department,
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commission, board, bureau, agency, court or instrumentality (collectively,
"Governmental Authorities") and used in or necessary to the operation of
the Business;
(i) Insurance. All rights, claims and benefits of Transferor in, to or
under all insurance policies maintained by Transferor for the Business or
the Acquired Assets;
(j) Rolling Stock and Vehicles. All vehicles and rolling stock used in
the Business and included as part of Fixed Assets and as more particularly
described in Schedule 1.1(j) "Rolling Stock and Vehicles"; and
(k) Miscellaneous. Except for the Retained Assets (as defined in
Section 1.2), all other assets, properties, rights and interests of
Transferor otherwise employed in or related to the operation of the
Business, of every kind, nature and description, whether tangible or
intangible, real, personal or mixed, and wherever situated all of which are
to be transferred, conveyed, assigned, contributed and delivered to
Transferee at the Closing pursuant to this Agreement.
All of the assets, properties, rights and interests owned, used, occupied
or held by or for the benefit of the Transferor in the operation of the
Business, which are to be sold, transferred, conveyed, assigned and
delivered by Transferor to Transferee at the Closing as contemplated
herein, including without limitation, those described in clauses (a)
through (j) above, but excluding the Retained Assets, are referred to
herein collectively as the "Acquired Assets."
1.2 Retained Assets. Anything in Section 1.1 to the contrary
notwithstanding, the following assets (collectively, the "Retained Assets")
shall be retained by Transferor, and Transferee shall in no way be construed to
have acquired (or to be obligated to acquire) any interest whatsoever in any of
the following:
(a) Designated Assets. Any of the assets, properties, rights and/or
interests, owned, used, occupied or held by or for the benefit of
Transferor in the operation of the Business that are identified on Schedule
1.2(a) (Retained Property) (collectively, the "Designated Assets");
(b) Non-Assigned Contracts. All of the rights and interests, and all
of the liabilities and obligations, of Transferor in, under or pursuant to
any license, lease, contract, agreement, commitment or undertaking entered
into in connection with, or otherwise relating to, the Business, that are
identified on Schedule 1.2(b) (Non-Assigned Contracts) (collectively, the
"Non-Assigned Contracts");
(c) Employee Plan Assets. The rights of Transferor or its parent,
Ameren Corporation ("Parent") under, and any funds and property held in
trust or any other funding vehicle pursuant to, any "employee benefit plan"
(within the meaning of Section 3(3) of the Employee Retirement Income
Security Act of 1974, as amended ("ERISA")) or any other bonus, stock
option, stock appreciation, stock purchase, severance, termination,
lay-off, leave of absence, disability, workers' compensation, pension,
profit sharing, retirement, vacation or holiday pay, insurance, deferred
compensation or other employee or welfare benefit plan, agreement or
arrangement of Transferor or parent applicable to past, present or future
employees employed in connection with the Business (collectively, "Employee
Plans"); and
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(d) Corporate Records. Transferor's minute books, stock books, stock
ledger and corporate seal and all other books and records relating to
business of the Transferor other than the Business.
1.3 Assignability and Consents.
(a) Required Consents. Schedule 1.3(a) (Required Consents) sets forth,
under the heading "Assignability and Consents," a list of all Acquired
Assets, including Contracts, Permits and Lease Agreements (but excluding
leases of office equipment involving future payments of less than $500,000
in the aggregate), which are non-assignable or non-transferable or cannot
be subleased to Transferee without the consent of some other individual,
partnership, corporation, association, joint stock company, trust, joint
venture, limited liability company or Governmental Authority (collectively,
"Person"). Schedule 1.3(a) (Required Consents) sets forth, under the
heading "Regulatory Approvals," a list of all necessary approvals of any
Governmental Authority, including the Illinois Commerce Commission, the
Missouri Public Service Commission, the Federal Energy Regulatory
Commission and the Federal Communications Commission whose approval is
required for the transactions contemplated by this Agreement. Transferor
has commenced and shall continue to take, or cause to be taken by others,
all necessary actions required to obtain or satisfy, at the earliest
practicable date, all consents, novations, approvals, authorizations,
requirements (including filing and registration requirements), waivers and
agreements ("Consents") from any Persons necessary to authorize, approve or
permit the full and complete conveyance, assignment, sublease or transfer
of the Acquired Assets, and to consummate and make effective the
transactions contemplated by this Agreement and to continue such efforts as
may be required after the Closing Date to facilitate the full and
expeditious transfer of legal title, or the sublease, as the case may be,
of the Acquired Assets.
(b) Nonassignable Items. Anything in this Agreement to the contrary
notwithstanding, this Agreement shall not constitute an Agreement to sell,
convey, assign, sublease or transfer any Acquired Assets, including
Contracts, Permits and Lease Agreements, if an attempted conveyance,
assignment, sublease or transfer thereof, without the Consent of another
party thereto or a Governmental Authority would constitute a breach of, or
in any way affect the rights of Transferor or Transferee with respect to
such Acquired Asset ("Nonassignable Items"). Transferor shall use its best
efforts and Transferee shall cooperate in all reasonable respects with
Transferor to obtain and satisfy all Consents and to resolve all
impracticalities of conveyance, assignment, sublease or transfer necessary
to convey to Transferee all Nonassignable Items.
ARTICLE II. LIABILITIES
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2.1 Assumption of Liabilities. On the terms and subject to the conditions
set forth in this Agreement, Transferee shall assume, at the Closing and
effective as of the Closing Date, and shall thereafter pay, perform and
discharge as and when due the following, and only the following, liabilities and
obligations of Transferor (collectively, the "Assumed Liabilities"):
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(a) Balance Sheet. All liabilities and obligations of Transferor as
set forth on the unaudited balance sheet (the "Balance Sheet") relating to
the Business prepared by Transferor as of May 1, 2000 (the "Balance Sheet
Date"), including without limitation the assumed indebtedness identified on
Schedule 2.1(a) (Assumed Indebtedness), less payments thereon or discharges
thereof prior to the Closing Date;
(b) Trade Payables. All liabilities and obligations of Transferor
relating to the Business that constitute trade payables due to suppliers as
payment for Inventory included in the Acquired Assets and incurred by
Transferor in the ordinary and normal course of business at the Balance
Sheet Date (in transactions in the ordinary and normal course) and
consistent with past practice and the representations, warranties,
covenants, obligations and agreements set forth in this Agreement ("Trade
Payables"); and
(c) Contracts. All liabilities and obligations of Transferor arising
under the terms of the Contracts other than contracts that constitute
Non-Assigned Contracts (the "Assumed Contracts") but only to the extent
such liabilities and obligations arise or accrue after the Closing Date in
the ordinary and normal course and consistent with the representations,
warranties, covenants, obligations and agreements set forth in this
Agreement; provided, however, that Transferee shall not assume or be
responsible for any such liabilities or obligations which arise from
breaches thereof or defaults thereunder by Transferor, all of which
liabilities and obligations shall constitute Retained Liabilities (as
defined in Section 2.2).
(d) Employee Matters. As required by Section 16-128(c) of the PUA,
Transferee agrees that it will extend offers of employment to the
non-supervisory employees of Transferor performing services for the
Business at no less than the wage rates and substantially equivalent fringe
benefits and terms and conditions of employment that are in effect at the
Closing Date, and that such wage rates and substantially equivalent fringe
benefits and terms and conditions of employment shall continue in effect
for at least 30 months from the Closing Date unless an agreement is reached
with the collective bargaining units to different terms and conditions of
employment within that 30-month period. If an agreement is reached with the
collective bargaining units to different terms and conditions of employment
within the 30 month period, a copy of such agreement shall be filed with
the Illinois Commerce Commission by Transferee. Transferee agrees to assume
and comply with all current collective bargaining agreements applicable to
employees of the Business, subject to the terms thereof.
(e) Liabilities and Obligations. All liabilities and obligations of
Transferor relating to environmental permits, variances or orders issued by
local, state or federal governmental authorities as identified on Schedule
5.1(e).
2.2 Retained Liabilities. Except as provided in Section 2.1, Transferor
shall retain, and Transferee shall not assume, or be responsible for or liable
with respect to, any liabilities or obligations of, Transferor, or otherwise
relating to the Business, whether or not of, associated with, or arising from,
any of the Acquired Assets, and whether fixed, contingent or otherwise, known or
unknown (collectively referred to hereinafter as the "Retained Liabilities"),
including, without limitation, the following:
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(a) Pre-Closing. All liabilities and obligations relating to, based in
whole or in part on events or conditions occurring or existing in
connection with, or arising out of, the Business as operated prior to the
Closing Date, or the ownership, possession, use, operation or other
disposition prior to the Closing Date of any of the Acquired Assets (or any
other assets, properties, rights or interests associated, at any time prior
to the Closing Date, with the Business);
(b) Liabilities Relating to the Transfer of Acquired Assets. All
liabilities and obligations of Transferor or any of its Affiliates (as
defined in Section 12.11) except Transferee, or their respective directors,
officers, shareholders or agents, arising out of, or relating to, this
Agreement or the transactions contemplated hereby, whether incurred prior
to, at, or subsequent to the Closing Date;
(c) Employee-Related Liabilities. All liabilities and obligations to
any persons at any time employed by Transferor or its Affiliates except
Transferee or their respective predecessors-in- interest in the Business or
otherwise, at any time or to any such person's spouses, children, other
dependents or beneficiaries, with respect to incidents, events, exposures
or circumstances occurring at any time during the period or periods of any
such persons' employment with Transferor or its Affiliates except
Transferee or their respective predecessors-in-interest, whenever such
claims mature or are asserted, including, without limitation, all
liabilities and obligations arising (i) under any Employee Plans, (ii)
under any employment, wage and hour restriction, equal opportunity,
discrimination, plant closing or immigration and naturalization Laws (as
hereinafter defined), (iii) under any collective bargaining Laws,
agreements or arrangements, or (iv) in connection with any workers'
compensation or any other employee health, accident, disability or safety
claims. For purposes of this Agreement, the term "Laws" shall mean any
statutes, laws, rules, regulations, orders, ordinances, codes and decrees
of Governmental Authorities;
(d) Litigation. All liabilities and obligations relating to any
litigation, action, suit, claim, notice of violation, investigation,
inquiry or proceeding (collectively "Claims") pending on the date hereof,
or instituted hereafter, based in whole or in part on events or conditions
occurring or existing in connection with, or arising out of, or otherwise
relating to, the Business as operated by Transferor or any of its
Affiliates (or any of their respective predecessors-in-interest) except
Transferee, or the ownership, possession, use, operation, sale or other
disposition prior to the Closing Date of any of the Acquired Assets (or any
other assets, properties, rights or interests associated, at any time prior
to the Closing Date, with the Business);
(e) Product, Environmental and Safety Liability. All liabilities and
obligations relating to the Business or the Acquired Assets (or any other
assets, properties, rights or interests associated, at any time prior to
the Closing Date, with the Business or the Acquired Assets), based in whole
or in part on events or conditions occurring or existing prior to the
Closing Date and connected with, arising out of or relating to (i) any
dispute for services rendered or goods manufactured, including, without
limitation, product warranty Claims and product liability Claims, and
Claims for refunds, returns, personal injury and property damage, (ii)
Hazardous Materials, Environmental Requirements or Environmental Damages
(all as defined in Section 5.1(e)), (iii) Claims relating to employee
health and safety, including Claims
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for injury, sickness, disease or death of any Person, or (iv) compliance
with any Laws relating to any of the foregoing;
(f) Taxes. All liabilities and obligations of Transferor or any of its
Affiliates (or any of their respective predecessors-in-interest) for any
Taxes (as hereinafter defined) due or becoming due by reason of (i) the
conduct of the Business, or (ii) the ownership, possession, use, operation,
purchase, acquisition, sale or disposition, of any of the Acquired Assets,
including, without limitation, (i) Taxes attributable to the sale of
electricity and employee withholding tax obligations; (ii) Taxes imposed
on, or accruing as a result of the transfer of the Acquired Assets; and
(iii) Taxes attributable to, or resulting from, recapture of depreciation,
other tax benefit items, or otherwise arising from the transactions
contemplated by this Agreement. For purposes of this Agreement, the term
"Tax" or "Taxes" means all net income, gross income, gross receipts, sales,
use, ad valorem, personal property, real property, transfer, franchise,
profits, license, withholding, payroll, employment, excise, severance,
stamp, occupation, premium, property or windfall profits, taxes, customs
duties or other taxes, fees, assessments or charges of any kind whatsoever,
including without limitation, any assessment which Transferor may have had
the option to pay in installment payments over a period of time which
extends beyond the Closing Date, together with any interest and any
penalties, additions to tax or additional amounts imposed by any taxing
authority (domestic or foreign); and
(g) Liabilities Relating to Retained Assets. All liabilities and
obligations relating to, based in whole or in part on events or conditions
occurring or existing in connection with, or arising out of, any and all
assets, properties, rights and interests which are not being acquired by
Transferee hereunder, including, without limitation, the Retained Assets.
ARTICLE III TRANSFER AND EXCHANGE
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3.1 Payment. (a) In full consideration for the transfer of the Acquired
Assets, but subject to the adjustment, if any, required by Section 3.2, at the
Closing, Transferee shall deliver to Transferor: 1,000 shares of Transferee's
fully paid and nonassessable common stock and a promissory note executed by
Transferee (the "Transferee Note"), dated as of the Closing Date and in
substantially the form of Schedule 3.1 (Transferee Note) hereto in the principal
amount of $607,069,000, subject to adjustment as provided in Section 4.6(c).
3.2 Prorations. (a) Transferor and Transferee shall prorate, as of the
Closing Date, all real estate taxes payable with respect to the Fee Property
(but not including any current assessments against the Fee Property which
Transferor is required to have paid in full prior to the Closing Date as
provided under Section 2.2(f) herein).
(b) Transferee and Transferor shall use their reasonable best efforts
to calculate all prorations. The credit that Transferee is entitled to
receive from Transferor for the unpaid portion (as of the Closing Date) of
the 1999 real estate taxes shall be referred to herein as the "1999 Real
Estate Tax Credit", and the credit that Transferee is entitled to receive
from Transferor for the 2000 real estate taxes owed for the period during
which Transferor owned the Fee Property during the year 2000 shall be
referred to herein as the "2000 Real Estate Tax Credit".
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ARTICLE IV. CLOSING
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4.1 General. As used in this Agreement, the "Closing" shall mean the time
at which Transferor consummates the assignment, transfer and delivery of the
Acquired Assets to Transferee as provided herein by the execution and delivery
by Transferor of the documents and instruments referred to in Section 4.2
against delivery by Transferee of the documents and payments provided in
Sections 3.1 and 4.3, and delivery by Transferor, Transferee and the other
Persons referred to herein of the additional documents referred to in Sections
4.4 and 4.5. In the absence of a prior termination of this Agreement by one of
the parties in accordance with Article X, the Closing shall take place at the
offices of Ameren Corporation, One Ameren Plaza, 1901 Chouteau Avenue, St.
Louis, Missouri at 8:00 A.M. on May 1, 2000, or at such other time and place and
on such other day as shall be mutually agreed upon in writing by the parties
hereto (the "Closing Date"). Legal title, equitable title and risk of loss with
respect to the Acquired Assets shall not pass to Transferee until the Acquired
Assets are transferred at the Closing, which transfer, once it has occurred,
shall be deemed effective for tax, accounting and other computational purposes
as of the Closing Date.
4.2 Documents to be Delivered by Transferor. At the Closing, Transferor
shall deliver to Transferee:
(a) Copies of (i) the resolutions of the Boards of Directors of
Transferor and Parent authorizing and approving this Agreement and all
other transactions and agreements contemplated hereby, (ii) Transferor's
Articles of Incorporation, and (iii) Transferor's Bylaws, all certified by
the respective corporate Secretaries or Assistant Secretaries of Transferor
and Parent to be true, correct, complete and in full force and effect and
unmodified as of the Closing Date;
(b) An instrument transferring the Acquired Assets to Transferee, free
and clear of any and all liens, equities, Claims, prior assignments,
mortgages, charges, security interests, pledges, conditional sales
contracts, collateral security arrangements and other title retention
arrangements, restrictions (including, in the case of real property, rights
of way, use restrictions, and other variances, reservations or limitations
of any nature) or encumbrances whatsoever (collectively, "Liens");
(c) Copies of all Consents to the transfer, assignment or sublease to
Transferee of each Acquired Asset that requires such Consent, including,
without limitation, orders or approvals of the Illinois Commerce Commission
under the PUA, the Federal Energy Regulatory Commission under the Federal
Power Act, the Federal Communications Commission and the Missouri Public
Service Commission;
(d) The Officer's Certificate (as defined in Section 6.1(e)) required
by Section 6.1(e);
(e) Special Warranty Deeds (the "Deed") in recordable form and in form
and substance satisfactory to Transferee conveying the Fee Property to
Transferee, free and clear of all Liens whatsoever except for Permitted
Liens (as defined in Section 5.1(c));
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(f) Releases, including, without limitation, termination statements
under the Uniform Commercial Code of any financing statements filed against
any Acquired Assets, evidencing discharge, removal and termination of all
Liens to which the Acquired Assets are subject (other than Liens relating
to Assumed Indebtedness identified on Schedule 2.1(a)) in connection with
the indebtedness described in Schedule 4.2(f) (Existing Indebtedness to be
Discharged by Closing) which releases shall be effective at or prior to the
Closing;
(g) FIRPTA Affidavit (a Non-Foreign Person Affidavit as required by
Section 1445 of the Internal Revenue Code of 1986, as amended); and
(h) Such other deeds, endorsements, assignments, affidavits, and other
good and sufficient instruments of assignment, conveyance and transfer in
form and substance satisfactory to Transferee, as are required to
effectively vest in Transferee good and marketable title in and to all of
the Acquired Assets, free and clear of any and all Liens other than
Permitted Liens.
4.3 Documents to be Delivered by Transferee. At the Closing, Transferee
shall deliver to Transferor:
(a) A copy of (i) the resolutions of the Board of Directors of
Transferee authorizing and approving this Agreement and all other
transactions and agreements contemplated hereby, (ii) Transferee's Articles
of Incorporation, and (iii) Transferee's Bylaws, all certified by the
Secretary or an Assistant Secretary of Transferee to be true, correct,
complete and in full force and effect and unmodified as of the Closing
Date;
(b) The Officer's Certificate required by Section 6.2(e);
(c) The Transferee Note, duly executed on behalf of Transferee, and in
substantially the form attached hereto as Schedule 3.1; and
(d) An instrument of assumption of the Assumed Liabilities.
4.4 Documents to be Delivered by Transferee and Transferor. At the Closing,
Transferee and Transferor shall execute and deliver:
(a) Easement Agreements from Transferee to Transferor for each Fee
Property conveyed by Transferor to Transferee in a form and substance
satisfactory to Transferor; and
(b) An assignment of all of Tranferor's right, title and interest to
the Leased Property and assumption of all obligations relating to the same
free and clear of all Liens whatsoever except for the Permitted Liens and
otherwise in form and substance satisfactory to Transferor and Transferee.
4.5 Other Documents to be Delivered. At the Closing the following shall be
delivered in form satisfactory to Transferor and Transferee:
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(a) Electric Power Supply Agreement
(b) Amended Joint Dispatch Agreement.
(c) General Services Agreement.
(d) Parallel Operating Agreement(s).
4.6 Post Closing.
(a) Within 60 days after the Closing Date, Transferor shall deliver to
Transferee the Balance Sheet as of the Balance Sheet Date referred to in
Section 2.1(a); and
(b) Transferee shall calculate the 1999 Real Estate Tax Credit and the
2000 Real Estate Credit promptly after the relevant tax bills have been
received and shall deliver such calculation to Transferor. Transferee shall
be entitled to deduct an amount equal to the 1999 Real Estate Tax Credit
and 2000 Real Estate Tax Credit from amounts owed to Transferor under the
Transferee Note. Transferor will, at the request of Transferee, give
Transferee a receipt evidencing payment on the Transferee Note equal to
such credits.
(c) Promptly upon delivery of the Balance Sheet referred to in Section
4.6(a) the principal amount of and amortization schedule of the Note shall
be adjusted, to the extent necessary, to reflect the actual net depreciated
book value of the Transferred Assets as of the Balance Sheet Date. The
Transferee shall execute and deliver a revised Note as may be necessary to
reflect any such change.
ARTICLE V. REPRESENTATIONS AND WARRANTIES
-----------------------------------------
5.1 Representations and Warranties of Transferor. Subject only to those
exceptions and qualifications listed and described (including an identification
by section reference to the representations and warranties to which such
exceptions and qualifications relate) on the disclosure schedules attached to
this Agreement, Transferor hereby represents and warrants to Transferee that:
(a) Organization and Standing; Power and Authority. Transferor is a
corporation duly organized, validly existing and in good standing under the
laws of the State of Illinois, and has full corporate power and authority
to operate the Business, to own or lease the Acquired Assets, to carry on
the Business as now being conducted, and to enter into and perform this
Agreement and the transactions and other agreements and instruments
contemplated by this Agreement. This Agreement and all other agreements and
instruments executed and delivered or to be executed and delivered by
Transferor in connection herewith (collectively, the "Transaction
Documents") have been, or upon execution thereof will be, duly executed and
delivered by Transferor, as the case may be. This Agreement and the
transactions and other agreements and instruments contemplated hereby have
been duly approved by the board of directors of Transferor, and the board
of directors of Parent, and constitute the valid and binding obligations of
Transferor, enforceable in accordance with their respective terms.
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(b) Conflicts; Defaults. Neither the execution and delivery of this
Agreement and the other agreements and instruments executed or to be
executed in connection herewith by Transferor, nor the performance by
Transferor of the transactions contemplated hereby or thereby, will (i)
violate, conflict with, or constitute a default under, any of the terms of
Transferor's Articles of Incorporation or By-Laws, or any provisions of, or
result in the acceleration of any obligation under, any contract, sales
commitment, license, purchase order, security agreement, mortgage, note,
deed, lien, lease, agreement or instrument, including, without limitation,
the Contracts, or any order, judgment or decree, relating to the Business
or the Acquired Assets, or by which Transferor or the Acquired Assets are
bound, (ii) result in the creation or imposition of any Liens or Claims in
favor of any third Person or entity upon any of the Acquired Assets, (iii)
violate any law, statute, judgment, decree, order, rule or regulation of
any Governmental Authority, (iv) constitute an event which, after notice or
lapse of time or both, would result in such violation, conflict, default,
acceleration, or creation or imposition of Liens or Claims, (v) constitute
an event which, after notice or lapse of time or otherwise would create, or
cause to be exercisable or enforceable, any option, agreement or right of
any kind to purchase any of the Acquired Assets. Except as set forth on
Schedule 5.1(d), no consent, novation, approval, filing or authorization
will be required to be obtained or satisfied for the continued performance
by Transferee following the Closing of any contract, agreement, commitment
or undertaking included in the Acquired Assets. Transferor is not in
violation of or in default under its Articles of Incorporation or Bylaws,
or any provision of any contract, sales commitment, license, purchase
order, security agreement, mortgage, note, deed, lien, lease, agreement or
instrument, including without limitation, the Contracts, or any order,
judgment or decree, relating to the Business or the Acquired Assets, or by
which Transferor or the Acquired Assets is bound, or in the payment of any
of Transferor's monetary obligations or debts relating to the Business, and
there exists no condition or event which, after notice or lapse of time or
both, would result in any such violation or default.
(c) Acquired Assets; Title to the Acquired Assets. Except for the
Retained Assets, the Acquired Assets are the only assets, properties,
rights and interests used by Transferor in connection with the Business.
The Acquired Assets to be conveyed to Transferee under this Agreement
constitute all of the assets, properties, rights and interests necessary to
conduct the Business in substantially the same manner as conducted by
Transferor prior to the date of this Agreement. Transferor has good,
marketable and exclusive title to, and the valid and enforceable power and
unqualified right to use and transfer to Transferee, each of the Acquired
Assets, and the Acquired Assets are free and clear of all Liens and Claims
of any kind or nature whatsoever, except for Permitted Liens. The
consummation of the transactions contemplated by this Agreement (including,
without limitation, the transfer or assignment of the Acquired Assets, and
all rights and interests therein, to Transferee as contemplated herein)
will not adversely affect such title or rights, or any terms of the
applicable agreements (whether written or oral) evidencing, creating or
granting such title or rights. None of the Acquired Assets are subject to,
or held under, any lease, mortgage, security agreement, conditional sales
contract or other title retention agreement, or are other than in the sole
possession and under the sole control of Transferor except as described on
Schedule 5.1(c) (Title to the Acquired Assets). Transferor has the right
under valid and existing leases to occupy, use or control all properties
and assets leased by it and included in the Acquired Assets. The delivery
to Transferee of the instruments of transfer of ownership contemplated by
this Agreement will vest good, marketable and exclusive title (as to all
Acquired Assets owned by Transferor) or full right to possess and use (as
to all
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Acquired Assets not owned by Transferor) to the Acquired Assets in
Transferee, free and clear of all Liens and Claims of any kind or nature
whatsoever, except for (i) current real estate Taxes or governmental
charges or levies which are a Lien but not yet due and payable, (ii) Liens
disclosed as securing specified liabilities on the Balance Sheet with
respect to which no default exists, (iii) Liens disclosed on Schedule
5.1(c) (Title to the Acquired Assets), under the heading "Liens," and (iv)
minor imperfections of title, if any, none of which are substantial in
amount, or materially detract from the value or impair the use of the
property subject thereto or the operation of the Business and which have
arisen only in the ordinary and normal course of business consistent with
past practice (the Liens described in clauses (i), (ii), (iii) and (iv)
being collectively referred to herein as "Permitted Liens").
(d) Contracts. Schedule 5.1(d) (Contracts) contains a complete list or
description of each material license, contract, agreement, commitment and
undertaking relating to the Business or to which Transferor is a party,
(collectively referred to as the "Contracts").
(e) Environmental and Safety Compliance.
(i) General. Transferee agrees that, except as expressly
contained in this Agreement, no representations by or on behalf of
Transferor have been made as to the condition of the Real Property and
Fixed Assets, any restrictions related to the development of the Real
Property and Fixed Assets, the applicability of any governmental
requirements pertaining to the Real Property and Fixed Assets, or the
suitability of the Real Property and Fixed Assets for any purpose
whatsoever. Transferor agrees to assign, transfer or otherwise convey
all environmental permits and licenses to Transferee and to take all
necessary steps with the appropriate governmental authorities to
effectuate such transfers. A list of all applicable permits are set
forth on Schedule 5.1(e) (Environmental Matters).
(ii) Definitions.
(A) For purposes of this Agreement, the term "Hazardous Material"
means any substance:
(1) the presence of which requires investigation or remediation
under any federal, state or local statute, regulation,
ordinance, order, action, policy or common law; or
(2) which is or has been identified as a potential "hazardous
waste," "hazardous substance," pollutant or contaminant
under any federal, applicable state or local statute,
regulation, rule or ordinance or amendments thereto
including, without limitation, the Comprehensive
Environmental Response, Compensation and Liability Act (42
U.S.C.ss.ss.9601 et seq.) and/or the Resource Conservation
and Recovery Act (42 U.S.C.ss.ss.6901 et seq.); or
(3) which is toxic, explosive, corrosive, flammable, infectious,
radioactive, carcinogenic, mutagenic, reactive, or otherwise
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hazardous and has been identified as regulated by any
Governmental Authority.
(B) For purposes of this Agreement, the term "Environmental
Requirements" means all applicable Laws, Permits and similar
items of all Governmental Authorities and all applicable
judicial, administrative, and regulatory judgments, decrees,
orders, writs or injunctions relating to the protection of human
health or the environment, including, without limitation:
(1) All requirements pertaining to reporting, licensing,
permitting, investigation, and remediation of emissions,
discharges, releases, or threatened releases of Hazardous
Materials;
(2) All requirements pertaining to the protection of the health
and safety of employees or the public; and
(3) All other limitations, restrictions, conditions, standards,
prohibitions, obligations, schedules and timetables
contained therein or in any notice or demand letter issued,
entered, promulgated or approved thereunder.
(C) For purposes of this Agreement, the term "Environmental Damages"
means any and all Liabilities (as defined in Section 11.1) which
are incurred at any time as a result of the existence prior to
Closing of Hazardous Material upon, about, beneath the Property
or migrating or threatening to migrate to or from the Property,
or the existence of a violation of Environmental Requirements
pertaining to the Property, regardless of whether the existence
of such Hazardous Material or the violation of Environmental
Requirements arose prior to the present ownership or operation of
the Property, and including without limitation:
(1) Damages for personal injury, or injury to property or
natural resources occurring upon or off of the Property,
foreseeable or unforeseeable, including, without limitation,
lost profits, consequential damages, the cost of demolition
and rebuilding of any improvements on real property,
interest and penalties;
(2) Fees incurred for the services of attorneys, consultants,
contractors, experts, laboratories and all other costs
incurred in connection with the investigation or remediation
of such Hazardous Materials or violation of Environmental
Requirements including, but not limited to, the preparation
of any feasibility studies or reports or the performance of
any cleanup, remediation, removal, response, abatement,
containment, closure, restoration or monitoring work
required by any Governmental Authority, or reasonably
necessary to make full economic use of the Property or any
other property in a manner consistent with its intended use
or otherwise expended in
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connection with such conditions, and including without
limitation any attorneys' fees, costs and expenses incurred
in enforcing this Agreement or collecting any sums due
hereunder;
(3) Liability to any third Person or Governmental Authority to
indemnify such Person or Governmental Authority for costs
expended in connection with the items referenced in
subparagraph (iii) of Section 11.2(b); and
(4) Diminution of the value of the Property, and damages for the
loss of business and restriction on the use of or adverse
impact on the marketing of rentable or usable space or of
any amenity of the Property.
(f) Approvals. Schedule 1.3(a) (Required Consents) sets forth a list
of all Consents, which must be obtained or satisfied by Transferor for the
consummation of the transactions contemplated by this Agreement, including,
without limitation, all Consents, which must be obtained pursuant to
Section 1.3(a). All Consents prescribed by any Law, or any contract,
agreement, commitment or undertaking, and which must be obtained or
satisfied by Transferor for the consummation of the transactions
contemplated by this Agreement, or for the continued performance by them of
their rights and obligations thereunder, have been, or shall by the Closing
have been, made, obtained and satisfied.
(g) Real Property. Schedule 1.1(c) entitled "Real Estate" attached
hereto contains a true, correct and complete list of all instruments and
agreements creating any interest or right in real property relating to the
Business, or owned, leased or occupied by Transferor (including all
easements, buildings, structures, fixtures and improvements). True, correct
and complete copies of the instruments and agreements identified in such
Schedule 1.1(c) have been delivered to Transferee. Each such instrument and
agreement is in full force and effect and is a legal, binding, and
enforceable obligation of the parties thereto and no event has occurred
which constitutes or, with the giving of notice or passage of time, or
both, would constitute a default or breach thereunder. Transferor has the
right to quiet enjoyment of all real property subject to leaseholds under
any such instruments, for the full term of each such lease and any renewal
option related thereto. There has been no disturbance of or challenge to
the Transferor's quiet possession under each such lease, and no leasehold
or other interest of Transferor in such real property is subject to or
subordinate to any Liens except Permitted Liens. Neither the whole nor any
portion of any real property leased or occupied by Transferor has been
condemned, requisitioned or otherwise taken by any Governmental Authority,
and, to the best of Transferor's knowledge, no such condemnation,
requisition or taking is threatened or contemplated. All buildings,
structures, fixtures and appurtenances comprising part of the real
properties of Transferor are in good condition and have been well
maintained, normal wear and tear excepted, and there are no material
physical or mechanical defects of the Fee Property which would interfere
with the ongoing operations of the Business as currently conducted. All
water, sewer, gas and drainage facilities required by the present use and
operation of the Fee Property by Transferor are installed to the property
lines of the Fee Property, are all connected and operating pursuant to
valid permits, and are adequate to service the Fee Property in accordance
with the present use and operation of the Fee Property by Transferor. The
Fee Property complies with all
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applicable laws and insurance requirements and all zoning, building and
other requirements relating to the use or occupancy of all or any portion
of the Fee Property. There are no pending, or to the best of Transferor's
knowledge, contemplated zoning changes, variances or special zoning
agreements affecting or which might affect the Fee Property.
(h) Leases. Each of the Leases described on Schedule 1.1(c) entitled
"Real Estate" has not been modified, altered, terminated or revoked, and is
in full force and effect. Transferor, as the present tenant under each
Lease, is not in default under, or in breach of, any of the terms of each
Lease, and there are no existing facts or conditions which could give rise
to any such breach or default, or any claim against Transferor, under each
Lease. Each of the present lessors under each respective Lease is not in
default thereunder, or in breach thereof, and there are no existing facts
or conditions which could give rise to any such breach or default, or any
claim against each lessor under each respective Lease.
5.2 Representations and Warranties of Transferee. Transferee represents and
warrants to Transferor that:
(a) Organization and Standing; Corporate Power and Authority.
Transferee is a corporation duly organized, validly existing and in good
standing under the laws of the State of Illinois, and has full corporate
power and authority to make and perform this Agreement, and to perform the
transactions contemplated by this Agreement. This Agreement and all other
agreements and instruments executed and delivered by Transferee in
connection herewith have been duly executed and delivered by Transferee.
This Agreement and the transactions and other agreements and instruments
contemplated by this Agreement have been duly approved by the board of
directors of Transferee (approval of Transferee's shareholders not being
required), and constitute the valid and binding obligations of Transferee,
enforceable in accordance with their respective terms.
(b) Conflicts; Defaults. Neither the execution and delivery of this
Agreement by Transferee, nor the performance of its obligations hereunder,
will conflict with or constitute a default under any of the terms of
Transferee's Articles of Incorporation, as amended, or Bylaws.
ARTICLE VI. CONDITIONS TO CLOSING
---------------------------------
6.1 Conditions to Transferee's Obligations. The obligation of Transferee to
consummate the transactions provided for by this Agreement is subject to the
satisfaction, on or prior to the Closing Date, of each of the following
conditions, any of which may be waived by Transferee except for the conditions
set forth in subsection (c) (as to Consents of Governmental Authorities) of this
Section 6.1:
(a) Representations and Warranties. Each of the representations and
warranties of Transferor made in Section 5.1 of this Agreement shall be
true and correct in all material respects both on the date hereof and as of
the Closing Date as though made at such time.
(b) Covenants. Transferor shall have performed and complied with all
covenants and agreements required to be performed or complied with by it at
or prior to the Closing Date.
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(c) Consents. All Consents of Governmental Authorities and third
parties described in Sections 1.3, 5.1(f) and 9.3 and necessary to
consummate the transactions contemplated hereunder shall have been obtained
and satisfied.
(d) No Proceeding or Litigation. No litigation, action, suit,
investigation, Claim or proceeding challenging the legality of, or seeking
to restrain, prohibit or materially modify, the transactions provided for
in this Agreement shall have been instituted and not settled or otherwise
terminated.
(e) Certificate of Transferor. At the Closing, Transferor shall have
delivered to Transferee a certificate (the "Officer's Certificate") signed
by Transferor's President or a Vice President, and dated the Closing Date,
to the effect that to the best of the knowledge of such officer the
conditions specified in Sections 6.1(a), (b), (c) and (d) have been
fulfilled.
(f) Certificate; Documents. Transferor and the other Persons shall
have delivered the certificates and other documents required by Sections
4.2, 4.4 and 4.5.
6.2 Conditions to Transferor's Obligations. The obligations of Transferor
to consummate the transactions provided for by this Agreement are subject to the
satisfaction, on or prior to the Closing Date, of each of the following
conditions, any of which may be waived by Transferor except for the conditions
set forth in subsection (c) of this Section 6.2:
(a) Representations and Warranties. Each of the representations and
warranties of Transferee made in Section 5.2 of this Agreement shall be
true and correct in all material respects both on the date hereof and as of
the Closing Date as though made at such time.
(b) Covenants. Transferee shall have performed and complied with all
covenants and agreements required to be performed or complied with by it at
or prior to the Closing Date.
(c) Consents. All Consents of Governmental Authorities, including
those described in Section 9.3, necessary to consummate the transactions
contemplated hereunder shall have been obtained.
(d) No Proceeding or Litigation. No litigation, action, suit,
investigation, Claim or proceeding challenging the legality of, or seeking
to restrain, prohibit or materially modify, the transactions provided for
in this Agreement shall have been instituted and not settled or otherwise
terminated.
(e) Certificate of Transferee. At the Closing, Transferee shall have
delivered to Transferor an Officer's Certificate signed by the President or
a Vice President of Transferee, and dated the Closing Date, to the effect
that to the best of the knowledge of such officer the conditions specified
in Section 6.2(a), (b), (c) and (d) have been fulfilled.
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(f) Certificates; Documents. Transferee shall have delivered the
certificates and other documents required by Sections 4.3, 4.4 and 4.5.
ARTICLE VII. COVENANTS OF TRANSFEROR
------------------------------------
7.1 Conduct of Business. During the period from the date hereof through the
Closing Date, Transferor shall conduct the Business and operate the Acquired
Assets diligently and in the ordinary and normal course and consistent with past
practice (including, without limitation, using its best efforts to preserve
beneficial relationships between Transferor and its distributors, agents,
lessors, suppliers and customers) and continue normal maintenance, marketing,
advertising, distributional and promotional expenditures in connection with the
Business. Transferor shall engage in no transactions in connection with the
Business or the Acquired Assets, including transactions relating to the purchase
or sale of goods, raw materials, inventories or other operating or production
items, intracorporate or otherwise, with any of its Affiliates from the date
hereof until the Closing other than (a) transactions approved by Transferee; or
(b) transactions on terms no more favorable to Transferor or its Affiliates than
would have been obtainable in arm's-length dealing.
ARTICLE VIII. COVENANTS OF BUYER
--------------------------------
8.1 Maintenance of, and Access to, Records. From and after the Closing,
Transferee shall, whenever reasonably requested by Transferor, permit Transferor
to have access to such business records turned over to Transferee pursuant to
this Agreement as may be required by Transferor in connection with any audit or
investigation by any Governmental Authority, or any matter relating to insurance
coverage or third party Claims, in each such case to the extent relating to the
operation of the Business by Transferor prior to the Closing. Transferee shall
preserve and maintain the records relating to the Business which are part of the
Acquired Assets for at least three years after the Closing Date.
8.2 Closing. Transferee shall use its best efforts to cause the conditions
set forth in Section 6.2 to be satisfied by the Closing Date.
ARTICLE IX. CERTAIN ADDITIONAL COVENANTS
----------------------------------------
9.1 Expenses; Transfer Taxes. Each party hereto will bear the legal,
accounting and other expenses incurred by such party in connection with the
negotiation, preparation and execution of this Agreement, the Transaction
Documents, and the transactions contemplated hereby. All sales, transfer,
recordation and documentary Taxes and fees which may be payable in connection
with the transactions contemplated by this Agreement shall be borne by
Transferor.
9.2 Bulk Transfer Laws. Transferee hereby waives compliance by Transferor
with the laws of any jurisdiction relating to bulk transfers which may be
applicable in connection with the transfer of the Acquired Assets to Transferee.
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9.3 Regulatory Approvals. Transferor will, and will cause its appropriate
Affiliates to, and Transferee will, use, in each case, its best efforts to
obtain any authorizations, consents, orders and approvals of any Governmental
Authority necessary for the performance of its respective obligations pursuant
to this Agreement and any of the other Transaction Documents, and the
consummation of the transactions contemplated hereby and thereby, and will
cooperate fully with each other in all reasonable respects in promptly seeking
to obtain such authorizations, consents, orders and approvals.
9.4 Employee Matters. Transferor shall retain all liabilities and
obligations in respect of its past, present and future employees under the
Employee Plans and applicable Laws.
ARTICLE X. TERMINATION
----------------------
10.1 Termination. This Agreement and the transactions contemplated hereby
may be terminated at any time prior to the Closing:
(a) Mutual Consent. By mutual written consent of Transferor and
Transferee;
(b) Court Order. By Transferor or Transferee if consummation of the
transactions contemplated hereby shall violate any non-appealable final
order, decree or judgment of any court or Governmental Authority having
competent jurisdiction;
(c) Transferee's Conditions. By Transferee, if any condition precedent
to Transferee's obligation to effect the Closing as set forth in Section
6.1 is not satisfied, or shall have become incapable of fulfillment, and
such condition is not waived, if waivable, by Transferee on or prior to the
Termination Date; and
(d) Transferor's Conditions. By Transferor, if any condition precedent
to Transferor's obligation to effect the Closing as set forth in Section
6.2 is not satisfied, or shall have become incapable of fulfillment, and
such condition is not waived, if waivable, by Transferor on or prior to the
Termination Date.
10.2 Effect of Termination. If this Agreement is terminated pursuant to
Section 10.1, written notice thereof shall forthwith be given to the other party
and this Agreement shall thereafter become void and have no further force and
effect and all further obligations of Transferor and Transferee under this
Agreement shall terminate without further liability of Transferor or Transferee.
ARTICLE XI. INDEMNIFICATION
---------------------------
11.1 Indemnification by Transferee.
From and after the Closing, Transferee shall indemnify, defend and hold
Transferor, its Affiliates, and their respective directors, officers,
representatives, employees and agents harmless from and against any and all
claims, actions, suits, demands, assessments, judgments, losses, liabilities,
damages, costs and expenses (including, without limitation,
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interest, penalties, attorneys' fees to the extent permitted by law, and
accounting fees and investigation costs) (collectively, "Liabilities") that may
be incurred by Transferor resulting or arising from or related to, or incurred
in connection with: (a) the failure of Transferee to assume, pay, perform and
discharge the Assumed Liabilities, and (b) any breach of any representation,
warranty, covenant, obligation or agreement of Transferee contained herein or in
any other Transaction Document.
11.2 Indemnification by Transferor.
(a) General. From and after the Closing, Transferor shall indemnify,
defend and hold Transferee, its Affiliates, and their respective directors,
officers, representatives, employees and agents harmless from and against
any and all Liabilities that may be incurred by Transferee resulting or
arising from, related to or incurred in connection with: (i) the failure of
Transferor to assume, pay, perform and discharge the Retained Liabilities
and (ii) any breach of any representation, warranty, covenant, obligation
or agreement of Transferor contained herein or in any other Transaction
Document.
(b) Environmental Indemnification.Transferor agrees to indemnify,
defend, reimburse and hold harmless Transferee, its Affiliates and their
respective directors, officers, representatives, employees and agents; and
from and against any and all Environmental Damages arising from the
presence, use, generation, storage, treatment, discharge, release or
disposal (including off-site disposal) of Hazardous Materials upon, about,
from or beneath the Property or migrating to or from the Property, or
arising in any manner whatsoever out of the violation of any Environmental
Requirements pertaining to the Property and the activities thereon, in each
case to the extent that such Environmental Damages or violation of any
Environmental Requirements are attributable to, or the result of, any act
or omission by Transferor prior to the Closing Date. This obligation to
indemnify shall include, but not be limited to, the expense of defending
all Claims, suits and administrative proceedings (with counsel reasonably
approved by the indemnified parties), even if such Claims, suits or
proceedings are groundless, false or fraudulent, and paying and
discharging, when and as the same become due, any and all judgments,
penalties or other sums due against such indemnified Persons; provided,
however, that Transferee will be entitled to control any clean-up or
remediation, and any related proceeding, and, except as provided in the
following sentence, any other proceeding with respect to which indemnity
may be sought under this Section. The procedures described in Section 11.3
shall apply to any Claim solely for monetary damages relating to a matter
covered by this Section.
11.3 Notice of Claim; Right to Participate in and Defend Third Party Claim.
(a) If any indemnified party receives notice of the assertion of any
Claim, the commencement of any suit, action or proceeding, or the
imposition of any penalty or assessment by a third party in respect of
which indemnity may be sought hereunder (a "Third Party Claim"), and the
indemnified party intends to seek indemnity hereunder, then the indemnified
party shall promptly provide the indemnifying party with prompt written
notice of the Third Party Claim, but in any event not later than 30
calendar days after receipt of such notice of Third Party Claim. The
failure by an indemnified party to
-19-
<PAGE>
notify an indemnifying party of a Third Party Claim shall not relieve the
indemnifying party of any indemnification responsibility under this Article
XI, unless such failure materially prejudices the ability of the
indemnifying party to defend such Third Party Claim.
(b) The indemnifying party shall have the right to control the
defense, compromise or settlement of the Third Party Claim with its own
counsel (reasonably satisfactory to the indemnified party) if the
indemnifying party delivers written notice to the indemnified party within
seven days following the indemnifying party's receipt of notice of the
Third Party Claim from the indemnified party acknowledging its obligations
to indemnify the indemnified party with respect to such Third Party Claim
in accordance with this Article XI, and establishes security in form and
substance reasonably satisfactory to the indemnified party to secure the
indemnifying party's obligations under this Article XI with respect to such
Third Party Claim; provided, however, that the indemnifying party shall not
enter into any settlement of any Third Party Claim which would impose or
create any obligation or any financial or other liability on the part of
the indemnified party if such liability or obligation (i) requires more
than the payment of a liquidated sum, or (ii) is not covered by the
indemnification provided to the indemnified party hereunder. In its
defense, compromise or settlement of any Third Party Claim, the
indemnifying party shall timely provide the indemnified party with such
information with respect to such defense, compromise or settlement as the
indemnified party shall request, and shall not assume any position or take
any action that would impose an obligation of any kind on, or restrict the
actions of, the indemnified party. The indemnified party shall be entitled
(at the indemnified party's expense) to participate in the defense by the
indemnifying party of any Third Party Claim with its own counsel.
(c) In the event that the indemnifying party does not undertake the
defense, compromise or settlement of a Third Party Claim in accordance with
subsection (b) of this Section 11.3, the indemnified party shall have the
right to control the defense or settlement of such Third Party Claim with
counsel of its choosing; provided, however, that the indemnified party
shall not settle or compromise any Third Party Claim without the
indemnifying party's prior written consent, unless (i) the terms of such
settlement or compromise release the indemnified party or the indemnifying
party from any and all liability with respect to the Third Party Claim, or
(ii) the indemnifying party shall not have acknowledged its obligations to
indemnify the indemnified party with respect to such Third Party Claim in
accordance with this Article XI and established security in form and
substance reasonably satisfactory to the indemnified party to secure the
indemnifying party's obligations under this Article XI with respect to such
Third Party Claim. The indemnifying party shall be entitled (at the
indemnifying party's expense) to participate in the defense of any Third
Party Claim with its own counsel.
(d) Any indemnifiable Claim hereunder that is not a Third Party Claim
shall be asserted by the indemnified party by promptly delivering notice
thereof to the indemnifying party. If the indemnifying party does not
respond to such notice within 60 days after its receipt, it shall have no
further right to contest the validity of such Claim.
-20-
<PAGE>
11.4 Time Limitations on Claims for Indemnification. The right of
Transferee to indemnification for any breach of any representation or warranty
shall apply only to those claims for indemnification which are given pursuant to
this Agreement on or before the date which is five years following the Closing
Date.
ARTICLE XII. MISCELLANEOUS
--------------------------
12.1 Amendments. This Agreement may be amended only by a writing executed
by each of the parties hereto.
12.2 Entire Agreement. This Agreement and the other agreements expressly
provided for herein, set forth the entire understanding of the parties hereto
with respect to the subject matter hereof, and supersede all prior contracts,
agreements, arrangements, communications, discussions, representations and
warranties, whether oral or written, between the parties.
12.3 Governing Law. This Agreement shall in all respects be governed by and
construed in accordance with the laws of the State of Illinois, without regard
to its conflicts of law doctrine.
12.4 Notices. Any notice, request or other communication required or
permitted hereunder shall be in writing and shall be deemed to have been duly
given (a) when received if personally delivered, (b) within 5 days after being
sent by registered or certified mail, return receipt requested, postage prepaid,
(c) within 12 hours after being sent by telecopy, with confirmed answerback, or
(d) within 1 business day of being sent by priority delivery by established
overnight courier. Any party by written notice to the other given in accordance
with this Section 12.4 may change the address or the contact to whom notices or
copies thereof shall be directed.
12.5 Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original, and all of which
together will constitute one and the same instrument.
12.6 Assignment. This Agreement shall be binding upon and inure to the
benefit of the successors and assigns of each party hereto, but no rights,
obligations or liabilities hereunder shall be assignable by either party without
the prior written consent of the other party.
12.7 Waivers. Except as otherwise provided herein, Transferee or Transferor
(acting on behalf of itself and its appropriate Affiliates), may waive in
writing compliance by any of the other party hereto (to the extent such
compliance is for the benefit of the party giving such waiver) with any of the
terms, covenants or conditions contained in this Agreement or in any of the
other Transaction Documents (except such as may be imposed by law). Any waiver
by either party of any violation of, breach of, or default under, any provision
of this Agreement or any of the other Transaction Documents, by the other party
shall not be construed as, or constitute, a continuing waiver of such provision,
or waiver of any other violation of, breach of or default under any other
provision of this Agreement or any of the other Transaction Documents.
-21-
<PAGE>
12.8 Third Parties. Nothing expressed or implied in this Agreement is
intended, or shall be construed, to confer upon or give any Person or entity
other than Transferee and Transferor any rights or remedies under or by reason
of this Agreement.
12.9 Schedules, Addenda and Exhibits. The Schedules, Addenda and Exhibits
attached to this Agreement are incorporated herein and shall be part of this
Agreement for all purposes.
12.10 Headings. The headings in this Agreement are solely for convenience
of reference and shall not be given any effect in the construction or
interpretation of this Agreement.
12.11 Certain Definitions. For purposes of this Agreement, the term
"Affiliate" shall mean any Person that directly, or indirectly through one or
more Persons, controls, is controlled by, or is under common control with, the
Person specified or, directly or indirectly, is related to or otherwise
associated with any such Person or entity.
12.12 Remedies Not Exclusive. No remedy conferred by any of the specific
provisions of this Agreement is intended to be exclusive of any other remedy and
each remedy shall be cumulative and shall be in addition to every other remedy
given hereunder or hereafter existing at law or in equity or by statute or
otherwise. No remedy shall be deemed to be a limitation on the amount or measure
of damages resulting from any breach of this Agreement. The election of any one
or more remedies shall not constitute a waiver of the right to pursue other
available remedies.
12.13 Gender and Number. The masculine, feminine or neuter gender and the
singular or plural number shall each be deemed to include the others whenever
the context so indicates.
[Signature Page Follows]
-22-
<PAGE>
IN WITNESS WHEREOF, the parties have caused their duly
authorized representatives to execute this Agreement as of the date first above
written.
CENTRAL ILLINOIS PUBLIC
SERVICE COMPANY, d/b/a
AMERENCIPS, an Illinois corporation
By:
---------------------------
Print Name: G. L. Rainwater
Title: President
AMEREN ENERGY GENERATING
COMPANY, an Illinois corporation
By:
---------------------------
Print Name: R. Alan Kelley
Title: Senior Vice President
<PAGE>
Schedule 1.1(b)
Asset Transfer Agreement
Net Asset Transfer
As of May 1, 2000
Central Illinois Public Service Company (AmerenCIPS) is transferring the assets
and liabilities listed below to Ameren Energy Generating Company (Genco).
1. All real and personal property owned by AmerenCIPS (including plant in
service and construction work in progress) at sites commonly known as
Coffeen Power Station, Grand Tower Power Station, Hutsonville Power
Station, Meredosia Power Station, and Newton Power Station. The costs of
these assets are recorded in Accounts 101, and 107 of the Uniform System of
Accounts and the related accumulated provision for depreciation recorded in
Account 108.
2. Cash recorded in Account 131, commensurate with the amount of current
payables transferred to Genco that are associated with fuel stock listed in
paragraph 4 and accrued payroll listed in paragraph 9.
3. Working funds recorded in Account 135, consisting of petty cash funds
maintained at the power stations.
4. Fuel stock at the power stations recorded in Account 151.
5. Plant materials and operating supplies located at the power stations and
the miscellaneous used equipment inventories maintained at the power
plants, both recorded in Account 154.
6. An allocated portion of undistributed stores expense recorded in Account
163, associated with the plant materials and operating supplies being
transferred to Genco. The allocation was based on the proportionate share
of activity expensed in 1999.
7. Prepayments for unamortized insurance premiums, related to the assets being
transferred, recorded in Account 165.
8. Accumulated deferred income taxes recorded in Account 190 related to the
plant assets being transferred to Genco.
9. Accounts payable recorded in Account 232, consisting of payments due to
fuel suppliers and for vendor-supplied materials that have been delivered
to the power stations. Payroll payable includes the amount due bargaining
unit employees at the time of the transfer.
10. Notes payable includes the amount due AmerenCIPS.
11. Taxes accrued for the proration of the property tax liability recorded in
account 236.
<PAGE>
12. Miscellaneous current and accrued liabilities recorded in Account 242
consisting of vendor retention.
13. Other deferred credits are comprised of miscellaneous reserves and other
items.
14. Unamortized deferred investment tax credits recorded in Account 255,
related to the plant assets being transferred to Genco.
15. Accumulated deferred income taxes recorded in Accounts 281, 282 and 283
related to the plant assets being transferred to Genco.
The following schedules provide more detailed listings of the assets identified
above:
Schedule 1.1 (b)-1 lists the asset and liability amounts being transferred to
Genco by ICC account. The values shown in this and all other schedules are the
amounts that were recorded on AmerenCIPS' books at May 1, 2000.
Schedule 1.1 (b)-2 lists the amounts being transferred to Genco
recorded in Accounts 101, 107 and 108 by power station.
Schedule 1.1 (b)-3 lists the uncompleted construction work, Account
107 (Construction Work in Progress), being transferred to Genco by
power station.
Schedule 1.1 (b)-4 lists the fuel stock amounts being transferred to
Genco by power station and by fuel type.
Schedule 1.1 (b)-5 consists of a listing of the plant materials and
operating supply amounts being transferred to Genco by power station.
<PAGE>
Schedule 1.1(b)-1
<TABLE>
<CAPTION>
Listing of Assets and Liabilities Transferred
From Central Illinois Public Service Company
To Ameren Energy Generating Company
As of May 1, 2000
ICC Account
Account Title Amount Description of Transferred Items
------- ----- ------ --------------------------------
<S> <C> <C> <C>
101 Electric plant in service $1,279,098,330 See description on Schedule 1.1 (b).
107 Construction work in progress 7,917,041
108 Accumulated provision for depreciation 651,983,986
131 Cash 6,379,933 *
135 Working funds 7,600
151 Fuel stock 34,285,704
154 Plant materials and operating supplies 19,520,033
163 Undistributed stores expense 24,664
165 Prepayments 2,765,691
190 Accumulated deferred income taxes 22,022,442
232 Accounts payable 6,336,941
232.002 Payroll payable 204,189
233 Notes payable to associated company 548,894,057 *
236 Taxes accrued 2,732,112
242 Miscellaneous current liabilities 618,995
253 Other deferred credits 1,804,242
255 Accumulated deferred investment tax
Credits 19,727,865
281 Accumulated deferred income taxes-
accelerated amortization property 6,844,309
282 Accumulated deferred income taxes-
other property 132,812,390
283 Accumulated deferred income taxes-
Other 62,352
</TABLE>
* In June, 2000, Cash and Notes Payable were increased by $2,732,112 to
reimburse Ameren Energy Generating Company for property taxes accrued prior to
May 1, 2000.
<PAGE>
Schedule 1.1(b)-2
<TABLE>
<CAPTION>
Summary of Electric Utility Plant
Transferred from Central Illinois Public Service Company
To Ameren Energy Generating Company
As of May 1, 2000
Account 101 Account 107 Account 108
----------- ----------- -----------
Electric Plant Construction Accumulated
Plant Category in Service Work in Progress Depreciation Net Plant
-------------- ---------- ---------------- ------------ ---------
Steam Production (Accounts 310-316, 392)
<S> <C> <C> <C> <C>
Newton Power Station $ 685,373,862 $ 3,113,588 $ 294,465,085 $ 394,022,365
Coffeen Power Station 300,404,158 4,062,064 152,932,170 151,534,052
Meredosia Power Station 169,832,470 540,659 115,897,398 54,475,731
Grand Tower Power Station 65,036,096 342 51,030,673 14,005,765
Hutsonville Power Station 56,386,957 12,243 37,211,267 19,187,933
Total Steam Production $ 1,277,033,543 $ 7,728,896 $ 651,536,593 $ 633,225,846
Other Production (Accounts 340-346)
Hutsonville Diesel $ 419,404 $ - $ 265,738 $ 153,666
Total Other Production $ 419,404 $ - $ 265,738 $ 153,666
General Plant (Accounts 391,394,395,397) $ 1,645,383 $ 188,145 $ 181,655 $ 1,651,873
Total General Plant $ 1,645,383 $ 188,145 $ 181,655 $ 1,651,873
Totals $ 1,279,098,330 $ 7,917,041 $ 651,983,986 $ 635,031,385
================ ============ ============== =============
</TABLE>
<PAGE>
Schedule 1.1(b)-3
Construction Work in Progress
Transferred from Central Illinois Public Service Company
To Ameren Energy Generating Company
As of May 1, 2000
WO# LOCATION AMOUNT
------------------------------------------
10201 Newton $ 181,791
10222 Newton 146,735
10225 Newton
777,158
10587 Newton
111,276
10703 Newton
75,704
10772 Newton
1,260,192
10773 Newton
43,508
10774 Newton
301,741
10892 Newton
17,508
10897 Newton
15,169
10941 Newton
59,315
10970 Newton
34,631
10971 Newton
1,687
10985 Newton
5,846
10986 Newton
86,556
11036 Newton
1,141
42011 Newton
(6,370)
$ 3,113,588
WO# LOCATION AMOUNT
------------------------------------------
0E182 Coffeen
$
42
09965 Coffeen
67,592
10316 Coffeen
2,111,093
10317 Coffeen
433,036
10845 Coffeen
64,957
10987 Coffeen
14,727
40722 Coffeen
(5)
40924 Coffeen
(7)
40958 Coffeen
11
42010 Coffeen
(342)
42166 Coffeen
9,704
42175 Coffeen
72,587
42177 Coffeen
77,558
42217 Coffeen
(635)
42381 Coffeen
60,310
42407 Coffeen
136,606
42408 Coffeen
69,396
42409 Coffeen
8,864
42887 Coffeen
728,434
42898 Coffeen
15,202
42910 Coffeen
124,343
42926 Coffeen
24
50127 Coffeen
68,567
---------------
$ 4,062,064
<PAGE>
WO# LOCATION AMOUNT
------------------------------------------
0233 Meredosia $ 102,024
0688 Meredosia 5,996
0722 Meredosia 403,525
0942 Meredosia 29,658
1624 Meredosia (544)
---------------
$ 540,659
WO# LOCATION AMOUNT
---------------------------------------
0390 Grand Tower $ 342
---------------
$ 342
WO# LOCATION AMOUNT
---------------------------------------
E261 Hutsonville $ 12,243
---------------
$ 12,243
WO# LOCATION AMOUNT
---------------------------------------
1624 General Plant $ 13,509
0127 General Plant 39,940
0137 General Plant 134,992
6017 General Plant (296)
---------------
$ 188,145
---------------
Grand Total $ 7,917,041
===============
<PAGE>
Schedule 1.1(b)-4
<TABLE>
<CAPTION>
Fuel Stock
Transferred from Central Illinois Public Service Company
To Ameren Energy Generating Company
As of May 1, 2000
Plant Coal Coal Freight Oil Total
----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Newton $ 4,825,667 $ 12,210,445 $ 224,159 $ 17,260,271
Coffeen 10,927,807 1,510,178 122,017 12,560,002
Hutsonville 836,791 1,086,508
194,727 54,990
Meredosia 1,365,027 914,323 2,703,171
423,821
Grand Tower 636,748 675,752
26,473 12,531
------------------- ------------------ ------------------- -------------------
Totals $ 18,592,040 $ 14,365,644 $ 1,328,020 $ 34,285,704
=================== ================== =================== ===================
</TABLE>
<PAGE>
Schedule 1.1(b)-5
Operating Materials & Supplies
Transferred from Central Illinois Public Service Company
To Ameren Energy Generating Company
As of May 1, 2000
Plant Storeroom # Balance
Newton 550 $ 6,826,815
Coffeen 540 6,781,852
Hutsonville 530 1,937,229
Meredosia 520 2,622,654
Grand Tower 510 1,351,483
--------------
Total $ 19,520,033
==============
<PAGE>
ASSET TRANSFER AGREEMENT
SCHEDULE 1.1(c)
Real Estate
Fee Property
------------
Legal descriptions of all real estate held in fee simple by Central
Illinois Public Service Company which is to be transferred to Ameren Energy
Generating Company are attached hereto.
Easements
---------
Legal descriptions of all easements and similar interests in real
estate held by Central Illinois Public Service Company that is to be transferred
to Ameren Energy Generating Company are attached hereto.
Leased Property
---------------
Legal descriptions of all leases and similar interests in real estate
held by Central Illinois Public Service Company that is to be transferred to
Ameren Energy Generating Company are attached hereto.
<PAGE>
COFFEEN PLANT (P555)
The following described real estate in Township Eight North,(T8N), Range Three
West (R3W) of the Third Principal Meridian (3 P.M.), Montgomery County,
Illinois:
The Northwest Quarter of the Southwest Quarter of Section Thirty-four (34) in
Township Eight (8) North, Range Three (3) West of the Third Principal Meridian,
situated in the County of Montgomery and State of Illinois.
Also, the Southeast Quarter of the Northwest Quarter of Section Thirty-four (34)
in Township Eight (8) North, Range Three (3) West of the Third Principal
Meridian, situated in the County of Montgomery and State of Illinois, excepting
from said Quarter Quarter Section the East 30 acres of even width.
Also, the West Half of the Northwest Quarter of Section Thirty-four (34), in
Township Eight (8) North, Range Three (3) West of the Third Principal Meridian,
situated in the County of Montgomery and State of Illinois, excepting from said
Half Quarter Section that part of the following tract of land contained in said
One-Half Quarter Section: Commencing at the Northwest corner of said Section
Thirty-four (34) and measure thence Eastwardly 112 rods along the Northerly line
of said Section Thirty-four (34) to the actual point of beginning for this
exception; thence South 165 feet; thence South 25 degrees West 950 feet; thence
deflecting to the right 67 degrees, measure 340 feet Westwardly; thence
deflecting 90 degrees to the left, measure 330 feet Southwardly; thence
deflecting 90 degrees to the right, measure 130 feet Westwardly; thence
deflecting 90 degrees to the left, measure 300 feet Southwardly; thence
deflecting 90 degrees to the right, measure 190 feet Westwardly; thence
deflecting 90 degrees to the right, measure 1530 feet Northwardly; thence
deflecting 27 degrees 58 minutes 45 seconds to the right, measure 150 feet to
the Northerly line of said Section Thirty-four (34); thence measure 950 feet
along said Northerly line of said Section Thirty-four (34) to the point of
beginning for this exception; AND
That part of the Southwest Quarter of the Southwest Quarter of Section
Twenty-seven (27) in Township Eight (8) North, Range Three (3) West of the Third
Principal Meridian described as follows: Beginning at a stone at the Southwest
corner of said Section Twenty-seven (27), and measure thence Eastwardly 366 feet
along the South line of said Section Twenty-seven (27) to the actual point of
beginning; thence deflecting 58 degrees 21 minutes to the left, measure 245.73
feet; thence deflecting 98 degrees 1 minute 15 seconds to the left, measure
437.3 feet; thence deflecting 80 degrees to the right, measure 109.35 feet;
thence deflecting 86 degrees to the right, measure 590 feet; thence deflecting
83 degrees 9 minutes 15 seconds to the left, measure 505.28 feet; thence
deflecting 101 degrees 59 minutes to the right, measure 530.85 feet parallel to
the center line of State Route 185; thence deflecting 95 degrees 22 minutes to
the right, measure 759.30 feet to the South line of said Section Twenty-seven
(27); thence deflecting 62 degrees 1 minute 15 seconds to the right, measure 532
feet along the South line of said Section Twenty-seven (27) to the actual point
of beginning; excepting herefrom the coal and the right to mine and remove the
same, said coal having been previously conveyed in the County of Montgomery and
State of Illinois; AND
The East Fifteen acres of the East Half of the Northeast Quarter of the
Southeast Quarter of Section Thirty-three (33) in Township Eight (8) North,
Range Three (3) West of the Third Principal Meridian, situated in the County of
Montgomery and State of Illinois; AND
<PAGE>
The West Half of the West Half of the Northeast Quarter of the Southwest Quarter
of Section Thirty-four (34), and the East Half of the East Half of the Northeast
Quarter of the Southwest Quarter of Section Thirty-four (34), excepting the
North 500 feet of the said last described Half Half, Quarter Quarter Section,
all in Township Eight (8) North, Range Three (3) West of the Third Principal
Meridian, situated in the County of Montgomery and State of Illinois; AND
The following described real estate in Township Seven North (T7N), Range Three
West (R3W) of the Third Principal Meridian (3 P.M.), Montgomery County,
Illinois.
8.2284 Acres of the Southwest Quarter of the Southeast Quarter of Section 11
Township 7 North Range 3 West of the Third Principal Meridian in Montgomery
County, Illinois, further described as follows:
(a) The South 100 feet of the North 660 feet of the East 995 feet of said
Southwest Quarter of the Southeast Quarter; AND
(b) The West 397 feet of the East 665 feet of said Southwest Quarter of the
Southeast Quarter.
Both (a) and (b) above constituting a further subdivision of the tract described
by Warranty Deed on document #198821, filed on page 524 of book 243 on November
1, 1962 in the office of the Recorder of Deeds in Montgomery County, Illinois.
(Excepting all coal underlying said land with right to mine and remove all the
same and easements and rights contained in the severance thereof), and subject
to all restrictions, reservations and easements of record; AND
The Southeast Quarter of the Southeast Quarter of the Northeast Quarter; and two
parts of the Northeast Quarter of the Southeast Quarter of' the Northeast
Quarter, described as follows:
(1) beginning at the Southeast Corner of the Northeast Quarter of the Southeast
Quarter, of the Northeast Quarter and measure thence Northwardly along the
Easterly line of said Quarter Quarter Quarter Section 490 feet; thence
deflecting to the left 50 degrees measure 190 feet Northwestwardly; thence
Westwardly 125 feet parallel with the Southerly line of said Quarter Quarter
Quarter section, thence Southwardly 610 feet (612.841 feet according to survey
dated April 12, 1983, by Ronald D. Barnes, I.L.S. 2095, P.E. 25477) parallel
with the Easterly line of said Quarter Quarter Quarter section; thence
Eastwardly 270 feet in a straight line to the point of beginning; and (2)
commencing at the Southwest corner of the Northeast Quarter of the Southeast
Quarter of the Northeast Quarter measure Northwardly 490 feet along the Westerly
line of said Quarter Quarter Quarter section, thence deflecting to the right 40
degrees measure Northeastwardly 108 feet; measure thence Southeastwardly 630
feet (608.453 feet according to survey dated April 12, 1983, by Ronald D.
Barnes, I.L.S. 2095, P.E. 25477) in a straight line to the Southerly line of
said Quarter Quarter Quarter Section; measure thence Westwardly 280 feet in a
straight line to the point of beginning; all in Section 22, Township 7 North,
Range 3 West of the Third Principal Meridian, Montgomery County, Illinois.
Excepting all coal, oil, gas and all other minerals, and excepting all mining
rights; AND
Part of the Southeast Quarter (SE 1/4) of the Northeast Quarter (NE 1/4) of
Section Ten (Sec. 10), Township Seven North (T.7.N.), Range Three West (R.3.W.)
of the Third Principal Meridian (3rd P.M.) in the County of Montgomery, in the
State of Illinois, more particularly described as follows:
<PAGE>
Commencing at a bronze cap at the Southwest Corner of the Southeast Quarter, (SE
1/4) of the Northeast Quarter (NE 1/4) of said Section Ten (Sec. 10), Township
Seven North (T.7.N.), Range Three West (R.3.W.) of the Third Principal Meridian
(3rd P.M.), said bronze cap being the Point of Beginning.
From said Point of Beginning, thence North 00(Degree)20'57" West, 409.10 feet
along the West line of the said Southeast Quarter (SE 1/4) of the Northeast
Quarter (NE 1/4) to a point on the centerline of a public highway known as TR
405A; thence South 22(Degree)29'57" East, 194.61 feet along the centerline of
said public highway; thence 86.09 feet along a curve to the right, concave to
the Southwest having a radius of 238.73 feet and a central angle of
20(Degree)39'40"; thence 208.35 feet along a curve to the left, concave to the
Northeast having a radius of 136.45 feet and a central angle of
87(Degree)29'20"; thence South 89(Degree)19'37" East, 482.77 feet along the
centerline of a public highway known as TR 407 to an intersection with the South
line of the said Southeast Quarter (SE 1/4) of the Northeast Quarter (NE 1/4):
thence South 89(Degree)21'10" West, 707.84 feet along the South line of the said
Southeast Quarter (SE 1/4) of the Northeast Quarter (NE 1/4) to the Point of
Beginning, containing 0.81 acre, more or less, as shown on the plat recorded on
Page 4 of Survey Book 2 in the Recorder's Office of the County of Montgomery, in
the State of Illinois and considered a part hereof; AND
The South Half of the Southeast Quarter of the Northwest Quarter of Section
Three (3) and the North Half of the Northeast Quarter of the Southwest Quarter
of Section Three (3) all in Township Seven (7) North, Range Three (3) West of
the Third Principal Meridian, situated in the County of Montgomery and State of
Illinois, excepting the coal from all of the above-described land; AND
The Northeast Quarter of the Southeast Quarter of Section Sixteen (16) in
Township Seven (7) North, Range Three (3) West of the Third Principal Meridian,
situated in the County of Montgomery and State of Illinois, excepting the coal
from all of the above described land; AND
Twenty-five and one-half (25 1/2) rods square out of the Southwest corner of the
Southwest Quarter of the Northeast Quarter of Section Twenty-two (22) in
Township Seven (7) North, Range Three (3) West of the Third Principal Meridian,
situated in the County of Montgomery and State of Illinois, excepting from said
land the surface only of the following described parcel of land: Commencing at
an iron pin which marks the center of said Section Twenty-two (22), which pin is
1328 feet East of the intersection of the center line of a public road running
North and the center line of the public road running, East and West along the
East and West one-half section line of said Section Twenty-two (22); from said
iron pin measure Eastwardly 484 55/100 feet along the East-West one-half section
line of said Section Twenty-two (22) to an iron pin; thence deflecting to the
left 88 degrees 57 minutes measure 295 feet Northwardly to an iron pin marking
the actual point of beginning for this excepted parcel; thence continuing
Northwardly along the last described course, measure 138 feet to an iron pin;
measure thence West 120 feet to an iron pin; thence measure Southwardly 124 feet
to an iron pin which iron pin is 128 feet West of the actual point of beginning;
measure thence Eastwardly 128 feet to the actual point of beginning, also
excepting all coal underlying said land; AND
The Southeast Quarter of the Southwest Quarter of the Southeast Quarter of
Section Sixteen (16) and the Southwest Quarter of the Southeast Quarter of the
Southeast Quarter of Section Sixteen (16) and the East Half of the Northwest
Quarter of the Northeast Quarter of Section Twenty-one (21), all in Township
Seven (7) North, Range Three (3) West of the Third Principal Meridian, situated
in the County of Montgomery and State of Illinois, excepting all coal underlying
said land with the right to mine and remove the same; AND
<PAGE>
That part of the Southeast Quarter of the Southeast Quarter of Section Four (4)
in Township Seven (7) North, Range Three (3) West of the Third Principal
Meridian, situated in the County of Montgomery and State of Illinois, bounded
and described as follows: Commencing at the Southeast corner of said Section
Four (4); measure thence North along the East line of said Section, 330 feet;
measure thence West 730 feet parallel with the South line of said Section Four
(4); measure thence Southeastwardly to a point in the South line of said Section
Four (4) which point is 660 feet West of the Southeast corner of said Section
Four (4) and measure thence East 660 feet to the point of beginning, also part
of the North Half of the Northeast Quarter of the Northeast Quarter of Section
Nine (9) in Township Seven (7) North, Range Three (3) West of the Third
Principal Meridian, bounded and described as follows: Beginning at the Northeast
corner of said Section Nine (9) and measure Westwardly 660 feet along the North
line of said Section Nine (9); measure thence Southwardly 260 feet parallel to
the East line of said Section Nine (9); measure thence Westwardly 660 feet
parallel to the North line of said Section Nine (9); thence Southwardly parallel
to the East line of said Section Nine (9) to the South line of said North Half
of the Northeast Quarter of the Northeast Quarter of said Section Nine (9), and
measure thence Eastwardly along the South line of said Half Quarter Quarter
Section to the center line of the Public Road; measure thence Northwardly and
Eastwardly along and curving with the center line of the Public Road to the East
line of said Section Nine (9); and measure thence Northwardly along the East
line of said Section Nine (9) to the point of beginning.
Also, the Southeast Quarter of the Southwest Quarter of the Northeast Quarter of
Section Four (4) in Township Seven (7) North, Range Three (3) West of the Third
Principal Meridian, and the Northeast Quarter of the Northwest Quarter of the
Southeast Quarter of Section Four (4) in Township Seven (7) North, Range Three
(3) West of the Third Principal Meridian, situated in the County of Montgomery
and State of Illinois.
Also, part of the Northwest Quarter of Section Four (4) in Township Seven (7)
North, Range Three (3) West of the Third Principal Meridian, situated in the
County of Montgomery and State of Illinois, bounded and described as follows:
Beginning at the Southeast corner of the West 7 1/2 acres, in the form of a
rectangle, of the North Half of the North Half of the Southeast Quarter of the
Northwest Quarter of Section Four (4) in Township Seven (7) North, Range Three
(3) West of the Third Principal Meridian; and measure thence Southeastwardly in
a straight line to a point in the South line of the North Half of the Southeast
Quarter of the Northwest Quarter of said Section Four (4) which point is 130
feet West of the Southeast corner of said North Half of the Southeast Quarter of
the Northwest Quarter of said Section Four (4); measure thence East 130 feet to
the Southeast corner of said North Half of the Southeast Quarter of the
Northwest Quarter of said Section Four (4); and measure thence Northwardly 529
feet along the East line of the Northwest Quarter of said Section Four (4);
measure thence Westwardly to the East line of said West 7 1/2 acres in the North
Half of the North Half of the Southeast Quarter of the Southwest Quarter of said
Section Four (4); and measure thence South to the point of beginning.
Except all coal from all of the above described land. All of the above land
being situated in the County of Montgomery and State of Illinois; AND
The Northeast Quarter of the Southwest Quarter of Section Fifteen (15) in
Township Seven (7) North, Range Three (3) West of the Third Principal Meridian
excepting from said Quarter Quarter Section the East 500 feet of even width; the
West Half of the Southeast Quarter of the Southwest Quarter of Section Fifteen
(15), Township
<PAGE>
Seven (7) North, Range Three (3) West of the Third Principal Meridian; the
Northeast Quarter of the Southwest Quarter of the Southwest Quarter of Section
Fifteen (15), Township Seven (7) North, Range Three (3) West of the Third
Principal Meridian; the Northeast Quarter of the Southeast Quarter of the
Southwest Quarter of the Southwest Quarter of Section Fifteen (15), Township
Seven (7) North, Range Three (3) West of the Third Principal Meridian; the
Southeast Quarter of the Southeast Quarter of Section Fifteen (15), Township
Seven (7) North, Range Three (3) West of the Third Principal Meridian; the North
25 acres of even width of the Southwest Quarter of the Southeast Quarter of
Section Fifteen (15), Township Seven (7) North, Range Three (3) West of the
Third Principal Meridian; the East Half of the Northwest Quarter of the
Northwest Quarter of the Northeast Quarter of Section Twenty-two (22) in
Township Seven (7) North, Range Three (3) West of the Third Principal Meridian;
the North Half of the South Half of the Northwest Quarter of the Northeast
Quarter of Section Twenty-two (22) in Township Seven (7) North, Range Three (3)
West of the Third Principal Meridian, situated in the County of Montgomery and
State of Illinois, excepting the coal from all of the above-described land; AND
A part of the North Half of the Northeast Quarter of Section Nine (9) in
Township Seven (7) North, Range Three (3) West of the Third Principal Meridian,
situated in the County of Montgomery and State of Illinois, bounded and
described as follows: Beginning at the Southwest corner of the Northeast Quarter
of the Northeast Quarter of said Section Nine (9), and measure thence Westwardly
along the South line of said North Half of the Northeast Quarter of said Section
Nine (9), 362 feet, more or less, to the West line of the South Half of the East
Half of the East Half of the Northwest Quarter of the Northeast Quarter of said
Section Nine (9), and measure thence Northwardly at right angles, 214 feet,
measure thence Eastwardly at right angles, 275 feet, measure thence Southwardly
at right angles, 114 feet, measure thence Eastwardly at right angles 90 feet,
measure thence Northwardly at right angles, 200 feet, measure thence Eastwardly
at right angles, 630 feet to the center line of the Public Road, measure thence
Southwardly, and Westwardly curving with the center line of said Public Road
along, the center line of said Public Road to the point of beginning, except all
coal underlying the above-described real estate; AND
The Southwest Quarter of the Southeast Quarter of the Northeast Quarter of
Section Fourteen (14) and the West Half of the Northeast Quarter of the
Southeast Quarter of Section Fourteen (14), all in Township Seven (7) North,
Range Three (3) West of the Third Principal Meridian, situated in the County of
Montgomery and State of Illinois; AND
The South Half of the Northeast Quarter of the Northeast Quarter of Section
Fifteen (15); the Northeast Quarter of the Southeast Quarter of Section Fifteen
(15); the West Half of Section Fourteen (14); that part of the Southeast Quarter
of the Southeast Quarter of Section Fourteen (14) lying West of the center line
of the Public Road running through the West part of said Quarter Quarter
Section, excepting the South 198 feet of the East Half of said Quarter Quarter
Section; the West Half of the Northwest Quarter of Section Twenty-three (23);
the Northeast Quarter of the Northwest Quarter of Section Twenty-three (23); the
Northwest Quarter of the Northeast Quarter of Section Twenty-three (23); the
Northwest Quarter of the Northeast Quarter of the Northeast Quarter of Section
Twenty-three (23), and the West Half of the East Half of Section Fourteen (14),
all in Township Seven (7) North, Range Three (3) West of the Third Principal
Meridian, in the County of Montgomery and State of Illinois, excepting the two
following described tracts:
(1) Commencing at the Southeast corner of the North 15 acres of the
Southwest Quarter of the Northeast Quarter of Section Fourteen (14), thence
West along the South line of said 15 acre tract, 315 feet; thence North 563
feet parallel with the East line of said Northeast Quarter; thence East 165
feet; thence North 320 feet parallel with the East line of said Northeast
Quarter; thence West 460 feet; thence North 320 feet; thence East 610 feet
to the East line of
<PAGE>
said Northeast Quarter; and thence South 1203 feet to the point of
beginning, containing 9.51 acres, more or less; AND
(2) Commencing at the Northeast corner of the South 25 acres of the
Southwest Quarter of the Northeast Quarter of said Section Fourteen (14)
measure South 730 feet; thence deflecting to the right at an angle of 90
degrees, measure 100 feet West; thence in a Northwesterly direction 750
feet more or less to a point on the North line of said South 25 acres of
the Southwest Quarter of the Northeast Quarter of said Section Fourteen
(14) to a point, which point is 260 feet West of the point of beginning:
thence East 260 feet to the point of beginning; AND
Excepting and reserving from all the real estate above described, the following
described tract:
That part of the West five-eighths of Section Fourteen (14) in Township Seven
(7) North, Range Three (3) West of the Third Principal Meridian, described as
follows: Commencing at a steel stake located at a point 190 feet, more or less
East of the Northwest corner of the Northeast Quarter of said Section 14, which
said point is also 2831.53 feet, more or less, east of the Northwest corner of
said Section 14; thence South 621 feet; thence West by deflection 90 degrees 880
feet; thence South by deflection 90 degrees 479 feet; thence East by deflection
90 degrees 374 feet; thence South by deflection 90 degrees 592 feet; thence West
by deflection 90 degrees 834 feet; thence South by deflection 90 degrees 618
feet; thence East by deflection 90 degrees 1510 feet; thence South by deflection
90 degrees 458 feet; thence West by deflection 90 degrees 200 feet; thence South
by deflection 90 degrees 300.79 feet; thence East by deflection 90 degrees 260
feet; thence South by deflection 90 degrees 1345.21 feet; thence West by
deflection 90 degrees 370 feet; thence North by deflection 90 degrees 648 feet;
thence West by deflection 90 degrees 245 feet; thence North by deflection 90
degrees 709 feet; thence West by deflection 90 degrees 905 feet; thence South by
deflection 90 degrees 1033 feet; thence East by deflection 90 degrees 128 feet;
thence South by deflection 90 degrees 540 feet; thence East by deflection 90
degrees 334.45 feet; thence South by deflection 90 degrees 69.63 feet; thence
West by deflection 90 degrees 94.45 feet; thence South by deflection 90 degrees
621.66 feet, more or less, to the South Section line of said Section Fourteen
(14); thence West by deflection 90 degrees 138 feet; thence North by deflection
90 degrees 171.59 feet; thence West by deflection 90 degrees 235.07 feet; thence
North by deflection 90 degrees 467 feet; thence West by deflection 90 degrees
200 feet; thence North by deflection 90 degrees 239 feet; thence West by
deflection 90 degrees 357 feet; thence North by deflection 90 degrees 1130.52
feet; thence West by deflection 90 degrees 569 feet; thence North by deflection
90 degrees 655.07 feet; thence West by deflection 90 degrees 368.58 feet, more
or less to the West line of said Section Fourteen (14); thence Northerly, along
the West line of said Section Fourteen (14) 910 feet, along a line which forms
an angle to the right of 89 degrees, 36 minutes 40 seconds from the last
described line extended; thence Eastwardly 383 feet along a line which forms an
angle to the right of 90 degrees 23 minutes 20 seconds from the last described
line extended, to a point which is 1759.83 feet South of the North line of said
Section Fourteen (14); thence North by deflection 90 degrees 1759.83 feet, more
or less, to a point 420 feet, more or less, East of the Northwest corner of said
Section Fourteen (14); thence Easterly by deflection to the right of 90 degrees
14 minutes from the last described line extended 2411.53 feet, containing 186.7
acres, more or less, to the point of beginning, reference being had to a plat
made by Walter J. Miller, Illinois Land Surveyor No. 1656, under date of
September 11, 1963; AND
Part of the Northeast Quarter of the Northeast Quarter of Section Nine (9), in
Township Seven (7) North, Range Three (3) West of the Third Principal Meridian,
situated in the County of Montgomery and State of Illinois, bounded and
described as follows: Beginning at a stone marking the Southeast corner of the
Northeast Quarter of the Northeast Quarter of Section Nine (9); thence Northerly
along
<PAGE>
the Easterly line of said Northeast Quarter of the Northeast Quarter of Section
Nine (9), 419.98 feet to a point at the Easterly end of a new Southerly boundary
of a 100 foot wide railroad right of way centered on existing center line of
right of way; thence Southwesterly by deflection to left 124 degrees 34 minutes,
parallel to said right of way center line, 747.75 feet to the Southerly line of
said Northeast Quarter of the Northeast Quarter of said Section Nine (9); thence
Easterly by deflection to left 145 degrees 50 minutes, 615.74 feet along said
Southerly line of said Northeast Quarter of the Northeast Quarter of said
Section Nine (9) to the place of beginning, containing two and nine hundred
seventy-two one-thousandths (2.972) acres, be the same more or less.
Also, part of the Northeast Quarter of the Northeast Quarter of Section -Nine
(9) and part of the Northwest Quarter of the Northwest Quarter of Section Ten
(10), all in Township Seven (7) North, Range Three (3) West of the Third
Principal Merldian, situated in the County of Montgomery and State of Illinois,
bounded and described as follows: Beginning at that point in the Easterly line
of the Northeast Quarter of said Section Nine (9) which is distant 541.42 feet
Northerly from a stone marking the Southeast corner of the Northeast Quarter of
the Northeast Quarter of said Section Nine (9) as measured along said Easterly
line of the Northeast Quarter of Section Nine (9), said point of beginning is
also a point at the Easterly end of a new Northerly boundary of a 100 foot wide
railroad right of way centered on existing center line of right of way; thence
Southwesterly by deflection to the left from a Northerly course on said East
line of said Section Nine (9) 124 degrees 34 minutes, parallel to said right of
way center line, 773.89 feet to a point in the center of a Public Highway;
thence Northerly by deflection to the right 117 degrees 27 1/2 minutes, along
the center line of Public Highway, 741.79 feet; thence Easterly by deflection to
the right 85 degrees 13 minutes along the center line of Public Highway, 745.05
feet to the Westerly line of Section Ten (10) and the center line of a Public
Highway; thence Northerly by deflection to the left 78 degrees 5 minutes, along
said West line of said Section Ten (10), 326.76 feet to the Northwest corner of
said Section Ten (10); thence Easterly by deflection to the right 89 degrees 39
1/2 minutes and along the North line of said Section Ten (10), 965.57 feet to a
point at the Easterly end of a new Northerly boundary of a 300 foot wide
railroad right of way; thence Southwesterly by deflection to the right 145
degrees 46 1/2 minutes and parallel to existing Southerly line of right of way,
1172.54 feet to a point in the East line of said Section Nine (9) and the West
line of said Section Ten (10); thence Southerly by deflection to the left 55
degrees 26 minutes and along said East line of said Section Nine (9) 121.44 feet
to the place of beginning, containing 17 acres, be the same more or less.
Also, part of the Southeast Quarter of the Southwest Quarter of Section Three
(3), in Township Seven (7) North, Range Three (3) West of the Third Principal
Meridian, situated in the County of Montgomery and State of Illinois, bounded
and described as follows: Beginning at a stone marking the Northwest corner of
the Southwest Quarter of the Southeast Quarter of the Southwest Quarter of said
Section Three (3); thence Southerly along the West line of the Southeast Quarter
of the Southwest Quarter of said Section Three (3), 461.97 feet to the Northeast
corner of a parcel of land, designated as Parcel No. 2 conveyed to The New York,
Chicago and St. Louis Railroad Company by Warranty Deed executed by Charles E.
Jurgena, et ux. dated April 15, 1929 and recorded in Book 159, page 194 of
Montgomery County Deed Records; thence Northeasterly along a straight line,
being 725.23 feet in length, to the Southwest corner of a parcel of land
designated as Parcel No. 1 conveyed to The New York, Chicago and St. Louis
Railroad Company by Warranty Deed executed by Charles E. Jurgena, et ux. dated
April 15, 1929 and recorded in Book 159, page 194 of Montgomery County Deed
Records; thence Westerly 565.25 feet along the North line of the Southwest
Quarter of the Southeast Quarter of the Southwest
<PAGE>
Quarter of said Section Three (3) to the place of beginning, containing three
and no one-hundredths (3.00) acres, be the same more or less.
Also, part of the Southeast Quarter of Section Three (3), in Township Seven (7)
North, Range Three (3) West of the Third Principal Meridian, situated in the
County of Montgomery and State of Illinois, bounded and described as follows:
Commencing at a stone marking the Southwest corner of the North Half of the
Southwest Quarter of the Southeast Quarter of said Section Three (3); thence
Northerly along the West line of the Southeast Quarter of said Section Three
(3), a distance of 744.02 feet to the place of beginning; thence Northeasterly
by deflection to the right of 45 degrees 51 minutes, a distance of 1759.46 feet,
more or less, to the North line of the Southeast Quarter of said Section Three
(3); thence Westerly along the North line of the Southeast Quarter of said
Section Three (3), a distance of 1263.2 feet, more or less, to the West line of
the Southeast Quarter of said Section Three (3); thence Southerly along the West
line of the Southeast Quarter of said Section Three (3), a distance of 1224.79
feet, more or less, to the place of beginning, containing seventeen and
seventy-five one-hundredths (17.75) acres, be the same more or less.
Also, an easement to overflow, flood and inundate to a height of 590 feet above
mean sea level at normal stage and a maximum height of 593.23 feet above mean
sea level at a flood stage, the following described land in Section Three (3)
and Section Ten (10), in Township Seven (7) North, Range Three (3) West of the
Third Principal Meridian, situated in the County of Montgomery and State of
Illinois, bounded and described as follows: Commencing at a stone marking the
Southeast corner of the Northeast Quarter of the Northeast Quarter of Section
Nine (9) of said Township and Range; thence Northerly along the East line of
said Northeast Quarter of the Northeast Quarter of said Section Nine (9), which
line is also the West line of Section Ten (10), 298.54 feet to a point in the
Southerly line of The New York, Chicago and St. Louis Railroad Company's right
of way; thence Easterly by a deflection to the right of 55 degrees 26 minutes
along said Southerly right of way line, 460 feet to the point of beginning;
thence Northerly, by deflection to the left 90 degrees 108 feet; thence
Easterly by a deflection to the right of 90 degrees, 1272.28 feet; thence
Southerly at right angles to the last described course, 74.54 feet to a point
in said Southerly right of way line; thence Westerly by deflection to the right
of 73 degrees 48 1/2 minutes and along said Southerly right of way line, 120
feet to an angle in said Southerly right of way line; thence continuing
Westerly along said Southerly right of way line by deflection to the right of
16 degrees 11 1/2 minutes 1157.04 feet, more or less, to the point of
beginning; subject to the terms, conditions and covenants of an indenture dated
July 16, 1963, executed by The New York, Chicago and St. Louis Railroad Company
and Central Illinois Public Service Company and recorded in the office of the
Recorder of Deeds, in Montgomery County, Illinois in Book 246 page 257.
Also, an easement to overflow, flood and inundate to a height of 590 feet above
mean sea level at normal stage and a maximum height of 593.23 feet above mean
sea level at a flood stage, the following described land in Section Three (3)
and Section Ten (10), in Township Seven (7) North, Range Three (3) West of the
Third Principal Meridian, situated in the County of Montgomery and State of
Illinois, bounded and described as follows: Commencing at a stone marking the
Southeast corner of the Northeast Quarter of the Northeast Quarter of said
Section Nine (9); thence Northerly along the East line of said Northeast Quarter
of the Northeast Quarter of said Section Nine (9), which line is also the West
line of said Section Ten (10), 662.86 feet to a point in the newly established
Northerly right of way line of The New York, Chicago and St. Louis Railroad
Company, which point is distant Northerly 300 feet, measured at right angles,
from said Southerly right of way line of The New York, Chicago and St. Louis
Railroad Company; thence Northeasterly parallel to and 300 feet distant
Northerly, measured at right angles, from said Southerly right of way line, 110
feet to the actual point of beginning; thence
<PAGE>
continuing Northeasterly parallel to and 300 feet distant Northerly, measured at
right angles, from said Southerly right of way line, 1062.54 feet to a point in
the North line of said Section Ten (16); thence Easterly by deflection to the
right 34 degrees 13 1/2 minutes along said North line of Section Ten (10) and
along said new Northerly right of way line, 71 feet to angle in said new
Northerly right of way line; thence Northeasterly by deflection to the left 34
degrees 13 1/2 minutes along said new Northerly right of way line, 200 feet
thence Southeasterly at right angles to the last described course, 60 feet;
thence Southwesterly by a deflection to the right of 88 degrees 18 minutes 27
seconds 239.35 feet to a point which is 107 feet distant Southerly, measured
normally, from said new Northerly right of way line of a 300 foot right of way,
extended Easterly; thence continuing Southwesterly by a deflection to the right
of 1 degree 41 minutes 33 seconds and parallel to said new northerly right of
way line 975 feet; thence Northwesterly by deflection to the right 45 degrees
151.32 feet, more or less, to the point of beginning; subject to the terms,
conditions and covenants of an indenture dated July 16, 1963, executed by The
New York, Chicago and St. Louis Railroad Company and Central Illinois Public
Service Company and recorded in the office of the Recorder of Deeds in
Montgomery County, Illinois in Book 246, page 257; AND
Tract One: The North 655 feet, of even width, of the East 300 feet, of even
width, of the Northwest Quarter of the Southeast Quarter of Section Nine (9) in
Township Seven (7) North, Range Three (3) West of the Third Principal Meridian,
excepting all coal, situated in the County of Montgomery and State of Illinois.
Tract Two: That part of the Northeast Quarter of the Southeast Quarter of
Section Nine (9) in Township Seven (7) North, Range Three (3) West of the Third
Principal Meridian, bounded and described as follows: Commencing at the
Northeast corner of said Quarter Quarter Section and measure thence Westwardly
along the Northerly line of said Quarter Quarter Section, 817 feet; measure
thence Southwardly in a straight line to a point which point is 657 feet South
of the Northerly line of said Quarter Quarter Section and 840.5 feet West of the
Easterly line of said Quarter Quarter Section; measure thence Eastwardly in a
straight line to a point in the East line of said Quarter Quarter Section which
point is 650 feet South of the Northeast corner of said Quarter Quarter Section
and measure thence Northwardly along the Easterly line of said Quarter Quarter
Section 650 feet to the point of beginning, excepting all coal underlying said
land, situated in the County of Montgomery and State of Illinois.
Tract Three: That part of the Southeast Quarter of the Northeast Quarter of
Section Nine (9) in Township Seven (7) North, Range Three (3) West of the Third
Principal Meridian, bounded and described as follows: Beginning at the Northeast
corner of said Quarter Quarter Section; measure thence Westwardly along the
Northerly line of said Quarter Quarter Section, 632.3 feet; measure thence
Southwestwardly along the Southerly line of the New York, Chicago and St. Louis
Railroad Company, 25.2 feet; thence Southwardly parallel to the Easterly line of
said Quarter Quarter Section, 258 feet; thence deflecting to the left 69 degrees
45 minutes, measure Southeastwardly 205.5 feet; measure thence Southwardly
parallel with the East line of said Quarter Quarter Section, 240 feet; measure
thence Eastwardly, parallel with the Northerly line of said Quarter Quarter
Section, 461 feet and measure thence Northwardly along the Easterly line of said
Quarter Quarter Section, 562.5 feet to the point of beginning; excepting the
coal underlying said land, situated in the County of Montgomery and State of
Illinois; AND
<PAGE>
The West 4 acres, of even width, of the Southwest Quarter of the Southeast
Quarter of Section Ten (10), and the Southeast Quarter of the Southwest Quarter
of Section Ten (10), excepting from said Quarter Quarter Section the Traylor
Cemetery, and the Southwest Quarter of the Southwest Quarter of Section Ten
(10), excepting from said Quarter Quarter Section a parcel of land described as
follows: Beginning at the Southwest corner of said Quarter Quarter Section, and
measure thence Eastwardly 1060 feet along the South line of said Quarter Quarter
Section, measure thence Northwardly at right angles, 330 feet, measure thence
Westwardly at right angles, 460 feet, measure thence Northwardly at right
angles, 180 feet, measure thence Westwardly at right angles, 300 feet, measure
thence Northwardly at right angles, 360 feet, measure thence Westwardly at right
angles, 300 feet to the Westerly line of said Quarter Quarter Section, and
measure thence Southwardly 880 feet along the Westerly line of said Quarter
Quarter Section to the point of beginning, and a part of the Southeast Quarter
of the Southeast Quarter of Section Nine (9), bounded and described as follows:
Commencing at the Northwest corner of said Quarter Quarter Section, and measure
thence Southwardly along the Westerly line of said Quarter Quarter Section 660
feet, measure thence Northeastwardly in a straight line to a point which point
is 481 feet East of the West line of said Quarter Quarter Section and 420 feet
South of the Northerly line of said Quarter Quarter Section, measure thence
Northwardly 420 feet parallel to the Westerly line of said Quarter Quarter
Section, measure thence Westwardly 481 feet along the Northerly line of said
Quarter Quarter Section to the point of beginning; all of the above described
real estate being situated in Township Seven (7) North, Range Three (3) West of
the Third Principal Meridian, in Montgomery County, Illinois; excepting the coal
underlying all of the above described land; AND
The South Half of the South Half of the Northwest Quarter of the Northeast
Quarter of Section Twenty-two (22), and the Southwest Quarter of the Northeast
Quarter of Section Twenty-two (22), excepting from said Quarter Quarter Section
a tract of land 25 1/2 rods square out of the Southwest corner thereof, and
further excepting from said Quarter Quarter Section the Southeast Quarter of the
Southwest Quarter of the Northeast Quarter of said Section Twenty-two (22) all
in Township Seven (7) North, Range Three (3) West of the Third Principal
Meridian, further excepting all coal underlying all of the above described
premises, situated in the County of Montgomery and State of Illinois; AND
The South 78O feet, of even width, of the East Half of the North three-fourths
of the West Half of the Northeast Quarter of Section Four (4), and the South 540
feet, of even width, of the Northwest Quarter of the Southwest Quarter of the
Northeast Quarter of Section Four (4) all in Township Seven (7) North, Range
Three (3) West of the Third Principal Meridian, situated in the County of
Montgomery and State of Illinois, excepting the coal from all of the above
described land; AND
The Northwest Quarter of the Southwest Quarter of Section Fifteen (15) in
Township Seven (7) North, Range Three (3) West of the Third Principal Meridian,
except the coal underlying said land, situated in the County of Montgomery and
State of Illinois; AND
The Northwest Quarter of the Southwest Quarter of Section Three (3); the
Southwest Quarter of the Northwest Quarter of Section Three (3); and the West
Half of the Northwest Quarter of the Northwest Quarter of Section Three (3),
excepting from the last described Half Quarter Quarter Section, the following
described tract: Commencing at the Northwest corner of said Section Three (3),
and measure Southwardly along the West line of Section Three (3) 239 feet;
measure thence Eastwardly parallel with the North line of said Section Three (3)
540 feet; measure thence Northwardly parallel with the Western line of said
Section Three (3) 239 feet; and measure thence Westwardly along the North line
of said Section Three (3) 540 feet to the point of beginning. All of said land
being in Township Seven (7) North, Range Three (3) West of the Third Principal
Meridian, situated in the County of Montgomery and State of Illinois; AND
<PAGE>
The Southwest Quarter of the Northwest Quarter of Section Fifteen (15); part of
the Southeast Quarter of the Northeast Quarter of Section Sixteen (16), bounded
and described as follows: Beginning at the Northeast corner of said Quarter
Quarter Section, and measure thence South 660 feet along the East line of said
Quarter Quarter Section; thence West 800 feet parallel with the North line of
said Quarter Quarter Section; thence North 660 feet parallel with the East line
of said Quarter Quarter Section; thence East 800 feet along the North line of
said Quarter Quarter Section to the point of beginning; the South Half of the
Southwest Quarter of the Southwest Quarter of the Northeast Quarter of Section
Sixteen (16); a part of the Northwest Quarter of the Southeast Quarter of
Section Sixteen (16), bounded and described as follows: Beginning at the center
of said Section Sixteen (16), and measure thence South 8 rods along the Westerly
line of said Quarter Quarter Section; measure thence Eastwardly 15 rods parallel
with the Northerly line of said Quarter Quarter Section; thence South 1 rod;
thence East 65 rods parallel with the Northerly line of said Quarter Quarter
Section; thence North 9 rods along the Easterly line of said Quarter Quarter
Section to the Northeast corner of said Quarter Quarter Section; thence West 80
rods along the North line of said Quarter Quarter Section to the point of
beginning, all in Township Seven (7) North, Range Three (3) West of the Third
Principal Meridian, except the coal underlying said real estate with the right
to mine and remove the same; AND
The Southwest Quarter of the Southwest Quarter of Section Three (3) in Township
Seven (7) North, Range Three (3) West of the Third Principal Meridian, except
that part of said Quarter Quarter Section conveyed to the New York, Chicago and
St. Louis Railroad Company by deed dated April 15, 1929, recorded in Deed Record
159 at Page 194, situated in the County of Montgomery and State of Illinois;
Also, that part of the Southeast Quarter of the Southwest Quarter of Section
Three (3) in Township Seven (7) North, Range Three (3) West of the Third
Principal Meridian which lies Northwest of the right of way of the New York,
Chicago and St. Louis Railroad Company and Northwest of that part of said
Southeast Quarter of the Southwest Quarter of said Section Three (3) conveyed to
the New York, Chicago and St. Louis Railroad Company by Deed dated April 15,
1929, recorded in Book 159 of Deeds at Page 194; excepting, however, from said
part of the Southeast Quarter of the Southwest Quarter of said Section Three
(3), the tract of land conveyed by Jacob Frick and wife to the New York, Chicago
and St. Louis Railroad Company by Deed dated April 13, 1929, recorded in Deed
Record 159 at page 196, situated in the County of Montgomery and State of
Illinois; AND
Also, the Southwest Quarter of the Northeast Quarter of the Southwest Quarter of
Section Three (3), Township Seven (7) North, Range Three (3) West of the Third
Principal Meridian, situated in the County of Montgomery and State of Illinois;
Excepting, from all of the above described land, all coal underlying said land;
AND
The East Half of the Northwest Quarter of the Northwest Quarter of Section Three
(3) in Township Seven (7) North, Range Three (3) West of the Third Principal
Meridian; also the South Half of the Southwest Quarter of Section Thirty-four
(34) in Township Eight (8) North, Range Three (3) West of the Third Principal
Meridian, excepting the East 990 feet, of even width, of the South 330 feet, of
even width, of said Half Quarter Section, situated in the County of Montgomery
and State of Illinois; AND
The South Half of the West Half of the Northwest Quarter of the Northeast
Quarter and the Southeast Quarter of the Northeast Quarter of the Northwest
Quarter all in Section Ten (10), Township Seven (7) North, Range Three (3) West
of the Third Principal Meridian, except all coal underlying said land, situated
in the County of Montgomery and State of Illinois; AND
<PAGE>
The East Half of the Southeast Quarter of the Southeast Quarter of Section
Sixteen (16) in Township Seven (7) North, Range Three (3) West of the Third
Principal Meridian, and the Northwest Quarter of the Southeast Quarter of the
Southeast Quarter of said Section Sixteen (16), and also the Northwest Quarter
of the Southeast Quarter of said Section Sixteen (16), except the following
three tracts:
1. A strip of land of uniform width of 9 rods off of the North Side of
said Northwest Quarter of the Southeast Quarter of said Section
Sixteen (16);
2. A tract of land beginning 9 rods South of the Northwest corner of
said Northwest Quarter of the Southeast Quarter of said Section
Sixteen (16) and running thence South Sixteen (16) rods; thence East
15 rods; thence North 16 rods; thence West 15 rods to the point of
beginning; and
3. A tract of land beginning at the Southwest corner of the Northwest
Quarter of the Southeast Quarter of said Section Sixteen (16); running
thence East 1325 feet: thence -North 460 feet, thence West 1091 feet;
thence North 472 feet; thence West 234 feet; thence South to the point
of beginning, containing approximately 16.52 acres.
Also, the Northwest Quarter of the Southwest Quarter of the Southwest Quarter of
Section Fifteen (15) in Township Seven (7) North, Range Three (3) West of the
Third Principal Meridian, situated in the County of Montgomery and State of
Illinois, except all coal underlying all of the above described real estate; AND
The South 30 acres, of even width, of the East Half of the Northeast Quarter of
Section Four (4) in Township Seven (7) North, Range Three (3) West of the Third
Principal Meridian, situated in the County of Montgomery and State of Illinois,
except all coal underlying said land; AND
The South Half of the Northeast Quarter of the Northeast Quarter of Section Nine
(9), and the South Half of the East Half of the East, Half of the Northwest
Quarter of the Northeast Quarter of Section Nine (9) all in Township Seven (7)
North, Range Three (3) West of the Third Principal Meridian, excepting from all
of the above described land the following four parcels of real estate: (1.) The
right of way granted The Toledo, Cincinnati and St. Louis Railroad Company by
Warranty Deed from Leander Crihfield, filed December 27, 1882 in Deed Record 44,
page 313; (2.) The land conveyed by H. L. Sharp and Hattie B. Sharp to the New
York, Chicago and St. Louis Railroad Company by Warranty Deed recorded April 29,
1929 in Deed Record 159, page 192; (3.) A part of the North Half of the
Northeast Quarter of said Section Nine (9) in Township Seven (7) North, Range
Three (3) West, bounded and described as follows: Beginning at the Southwest
corner of the Northeast Quarter of the Northeast Quarter of said Section Nine
(9), measure thence Westwardly along the South line of the North Half of the
Northeast Quarter of said Section Nine (9), 362 feet, more or less, to the West
line of the South Half of the East Half of the East Half of the Northwest
Quarter of the Northeast Quarter of said Section Nine (9), measure thence
Northwardly at right angles, 214 feet, measure thence Eastwardly at right
angles, 275 feet, measure thence Southwardly at right angles, 114 feet, measure
thence Eastwardly at right angles, 90 feet, measure thence Northwardly at right
angles, 200 feet, measure thence Eastwardly at
<PAGE>
right angles, 630 feet to the center line of the Public Road, measure thence
Southwardly and Westwardly curving with the center line of said Public Road
along said center line of Public Road to the point of beginning; and (4.) All
coal underlying the above described land. All of the above described land is
situated in the County of Montgomery and State of Illinois; AND
That part of the South Twenty-four (24) rods of the Northeast Quarter of the
Southeast Quarter of Section Twenty-three (23) in Township Seven (7) North,
Range Three (3) West of the Third Principal Meridian which lies Southeasterly of
the Westerly side of the East Fork of Shoal Creek, excepting all coal below the
depth of 125 feet. All of the above real estate being situated in the County of
Montgomery and State of Illinois; AND
The Southeast Quarter of the Southwest Quarter of Section Eleven (11) in
Township Seven (7) North, Range Three (3) West of the Third Principal Meridian.
And also, the Southwest Quarter of the Southeast Quarter of said Section Eleven
(11), excepting the following two tracts:
1. The North 660 feet of the East 995 feet of said last described Quarter
Quarter Section, and
2. The West 397 feet of the East 665 feet of the South 649 feet of said
last described Quarter Quarter Section situated in the County of Montgomery
and State of Illinois, excepting all coal underlying the above described
premises and the right to mine and remove the same; AND
The Northeast Quarter of the Northwest Quarter of Section Four (4) in Township
Seven (7) North, Range Three (3) West of the Third Principal Meridian, excepting
the North 1075 feet, of even width, of said Quarter Quarter Section; and the
West 7 1/2 acres, in the form of a rectangle, of the North Half of the North
Half of the Southeast Quarter of the Northwest Quarter of Section Four (4) in
Township Seven (7) North, Range Three (3) West of the Third Principal Meridian,
except all coal underlying all of the above described land, situated in the
County of Montgomery and State of Illinois; AND
All that part of the Northwest Quarter of the Northwest Quarter of Section Ten
(10), Township Seven (7) North, Range Three (3) West of the Third Principal
Meridian which lies South of the existing right of way and tracts of land deeded
to and owned by the New York Central and St. Louis Railroad Company; the
Southwest Quarter of the Northwest Quarter; the North Half of the Northeast
Quarter of the Northwest Quarter; the Southwest Quarter of the Northeast Quarter
of the Northwest Quarter; the Northwest Quarter of the Southeast Quarter of the
Northwest Quarter; the South Half of the Southeast Quarter of the Northwest
Quarter; the Northwest Quarter of the Northwest Quarter of the Northeast
Quarter, all in Section Ten (10), Township Seven (7) North, Range Three (3) West
of the Third Principal Meridian.
Also, that part of the Southeast Quarter of the Southwest Quarter of Section
Three (3), Township Seven (7) North, Range Three (3) West of the Third Principal
Meridian which lies South and East of the existing right of way of the New York
Central and St. Louis Railroad Company; the Southwest Quarter
<PAGE>
of the Southwest Quarter of the Southeast Quarter of Section Three (3) in
Township Seven (7) North, Range Three (3) West of the Third Principal Meridian,
excepting, however, from said Southeast Quarter of the Southwest Quarter of said
Section Three (3) and said Southwest Quarter of the Southwest Quarter of the
Southeast Quarter of said Section Three (3), the following described tract:
Beginning at the Northeast corner of the Southwest Quarter of the Southwest
Quarter of the Southeast Quarter of said Section Three (3); measure thence
Southwardly along the East line of said Quarter Quarter Quarter Section, 169.17
feet; measure thence Westwardly 690 feet parallel with the Southerly line of
said Section Three (3); measure thence Northwardly 634.2 feet parallel with the
North-South Half Section line of said Section Three (3) to a point in the
Southerly line of the public road; measure thence Easterly along and curving
with the Southerly line of said public road 30 feet to the intersection of said
Southerly line of the public road with said North-South Half Section line of
said Section Three (3); and measure thence Southwardly along said North-South
Half Section line to the Northwest corner of said Southwest Quarter of the
Southwest Quarter of the Southeast Quarter of said Section Three (3); and
measure thence Eastwardly along the Northerly line of said Southwest Quarter of
the Southwest Quarter of the Southeast Quarter of said Section Three (3), 660
feet to the point of beginning, situated in the County of Montgomery and State
of Illinois; excepting coal underlying all of the above described land; AND
The Southeast Quarter of the Southwest Quarter of the Southeast Quarter of
Section Three (3), and the East Half of the Northwest Quarter of the Northeast
Quarter of Section Ten (10), all in Township Seven (7) North, Range Three (3)
West of the Third Principal Meridian, except the coal underlying said premises,
situated in the County of Montgomery and State of Illinois; AND
The Northwest Quarter of the Southeast Quarter of Section Fifteen (15) in
Township Seven (7) North, Range Three (3) West of the Third Principal Meridian,
excepting all coal underlying said land, situated the County of Montgomery and
State of Illinois; AND
Part of the West Half of the Southeast Quarter of the Northeast Quarter of
Section Twenty-two (22) in Township Seven (7) North, Range Three (3) West of the
Third Principal Meridian, described as follows: Beginning, at the Northeast
corner of said Half Quarter Quarter Section; thence Westwardly 700 feet along
the Northerly line of said Half Quarter Quarter Section; thence Southwardly 335
feet parallel with the Easterly line of said Half Quarter Quarter Section;
thence Eastwardly 440 feet parallel with the North line of said Half Quarter
Quarter Section; thence Southwardly 335 feet parallel with the Easterly line of
said Half Quarter Quarter Section; thence Eastwardly 242 feet parallel With the
Northerly line of said Half Quarter Quarter Section; thence Northwardly 670 feet
along the Easterly line of said Half Quarter Quarter Section to the point of
beginning, excepting the coal underlying said tract with the right to mine and
remove the same, situated in the County of Montgomery and State of Illinois; AND
The Northwest Quarter of the Northwest Quarter of the Northeast Quarter of the
Northeast Quarter of Section Twenty-one (21) in Township Seven (7) North, Range
Three (3) West of the Third Principal Meridian, situated in the County of
Montgomery and State of Illinois; AND
The North Half of the Southeast Quarter of the Northwest Quarter of Section
Twenty-two (22) in Township Seven (7) North, Range Three (3) West of the Third
Principal Meridian, situated in the County of Montgomery and State of Illinois,
except all coal underlying said land with the right to remove the same; AND
The Northeast Quarter of the Southwest Quarter of Section Eleven (11) in
Township Seven (7) North, Range Three (3) West of the Third Principal Meridian,
except the coal underlying said land, situated in the County of Montgomery and
State of Illinois; AND
<PAGE>
The Southeast Quarter of the Southeast Quarter of Section Ten (10); the
Southwest Quarter of the Southwest Quarter of Section Eleven (11); and the North
Half of the Northeast Quarter of the Northeast Quarter of Section Fifteen (15),
all in Township Seven (7) North, Range Three (3) West of the Third Principal
Meridian, except the coal underlying the premises, situated in the County of
Montgomery and State of Illinois; AND
The East Half of the Northwest Quarter of Section Fifteen (15) in Township Seven
(7) North, Range Three (3) West of the Third Principal Meridian, except all coal
underlying said premises, situated in the County of Montgomery and State of
Illinois; AND
The South 32 acres, of even width, of the Northeast Quarter of the Northwest
Quarter of Section Three (3) in Township Seven (7) North, Range Three (3) West
of the Third Principal Meridian, except all coal underlying the said premises,
situated in the County of Montgomery and State of Illinois, except: Beginning at
the Southeast Corner of said Quarter Quarter Section, thence South
89(degree)50'51" West 100.00 feet along the South line of said Quarter Section;
thence North 0(degree)58'14" East 250.00 feet; thence North 89(degree)50'51"
East 100.00 feet to the East line of said Quarter Section; thence South
0(degree)58'14" West 250.00 feet along the East line of said Quarter Section to
the point of beginning; said description being taken from that survey made on
the 17th day of January, 1984, by Robert E. French and recorded January 20,
1984, as Document No. 285361 in the Office of Recorder of Deeds, Montgomery
County, Illinois, in Book Two of Surveys, at Page Two, said tract containing
0.57 acres; AND
That part of the Northwest Quarter of the Northwest Quarter of Section Fifteen
(15) in Township Seven (7) North, Range Three (3) West of the Third Principal
Meridian, bounded and described as follows: Beginning at the Northeast corner of
said Quarter Quarter Section and measure thence Westwardly 264 feet along the
Northerly line of said Quarter Quarter Section; thence Southwardly 664 feet
parallel to the Easterly line of said Quarter Quarter Section; thence Westwardly
392 feet parallel with the Northerly line of said Quarter Quarter Section;
thence Northwestwardly in a straight line 256 feet to a point, which point is
645 feet East of the West line of said Quarter Quarter Section; thence
Westwardly 605 feet parallel with the Northerly line of said Quarter Quarter
Section; thence Southwardly 417 feet parallel with the Westerly line of said
Quarter Quarter Section; thence Southeastwardly in a straight line to a point in
the Southerly line of said Quarter Quarter Section which point is 990 feet East
of the Southwest corner of said Quarter Quarter Section; thence Eastwardly along
the Southerly line of said Quarter Quarter Section to the Southeast corner of
said Quarter Quarter Section; thence Northwardly along the Easterly line of said
Quarter Quarter Section to the point of beginning, except the coal underlying
said premises, situated in the County of Montgomery and State of Illinois; AND
All coal below the depth of 125 feet under the surface of the following
described tracts of land:
The Northeast Quarter of the Southwest Quarter of the Southeast Quarter of
Section Ten (10);
The Northwest Quarter of the Southeast Quarter of the Southeast Quarter of
Section Ten (10);
The West Half of the Northeast Quarter of the Southeast Quarter of the
Southeast Quarter of Section Ten (10);
The North Half of the Southeast Quarter of the Southwest Quarter of the
Southeast Quarter of Section Ten (10)
The North Half of the Southwest Quarter of the Southeast Quarter of the
Southeast Quarter of Section Ten (10); and
<PAGE>
The Northwest Quarter of the Southeast Quarter of the Southeast Quarter of
the Southeast Quarter of Section Ten (10);
Together with the right to mine and remove the same, and the right to mine
and remove so much and so much only of other minerals as it may be
desirable or necessary to mine and remove in order to properly mine and
remove such coal, and the right to conduct mining operations under said
tracts of land therefor, and the right to use all rooms, entries and mining
ways under said tracts of land as and for mining ways, to and from other
beds of coal in other lands.
All in Township Seven (7) North, Range Three (3) West of the Third
Principal Meridian, situated in the County of Montgomery and State of
Illinois; AND
The Northeast Quarter of the Southeast Quarter of the Northwest Quarter and the
West Half of the West Half of the Southwest Quarter of the Northeast Quarter,
all in Section Ten (10), Township Seven (7) North, Range Three (3) West of the
Third Principal Meridian, except the coal underlying the premises, situated in
the County of Montgomery and State of Illinois; AND
The Southeast Quarter of the Northeast Quarter; South Half of the Northwest
Quarter of the Northeast Quarter; the South Half of the North Half of the
Northwest Quarter of the Northeast Quarter; the North Half of the Southwest
Quarter of the Northeast Quarter; and the East Half of the East Half of the
South Half of the Southwest Quarter of the Northeast Quarter; all being in
Section Fifteen (15), Township Seven (7) North, Range Three (3) West of the
Third Principal Meridian, situated in the County of Montgomery and State of
Illinois, excepting all coal underlying said premises with the right to mine and
remove the same; AND
All coal underlying the surface of the following described tracts of land
situated in Township Seven (7) North, Range Three (3) West of the Third
Principal Meridian, in the County of Montgomery and State of Illinois:
The West Half of the Southeast Quarter of the Northeast Quarter of Section
Twenty-three (23);
The East Half of the Southwest Quarter of the Northeast Quarter of Section
Twenty-three (23)
The South Half of the West Half of the Southwest Quarter of the Northeast
Quarter of Section Twenty-three (23); and
The North Half of the Northwest Quarter of the Southeast Quarter of Section
Twenty-three (23).
Together with the right to mine and remove the said coal and the right to
mine and remove so much and so much only of other minerals as it may be
desirable or necessary to mine or remove in order to properly mine and
remove such coal and the right to conduct mining operations under said
tracts of land therefor and the right to use all rooms, entries and mining
ways under said tracts of land as and for mining ways to and from other
coal now owned or hereafter acquired by the said grantee, its successors
and assigns in ownership; AND
<PAGE>
The Southeast Quarter of the Southeast Quarter of the Northwest Quarter of
Section Eleven (11) in Township Seven (7) North, Range Three (3) West of the
Third Principal Meridian situated in the County of Montgomery and State of
Illinois, except all coal below 125 feet and the right to mine and remove the
same; AND
The Southwest Quarter of the Northeast Quarter and the Southeast Quarter of the
Northwest Quarter of Section Twenty-three (23), Township Seven (7) North, Range
Three (3) West of the Third Principal Meridian situated in the County of
Montgomery and State of Illinois, excepting coal and the right to mine and
remove the same; AND
The West 15 acres of the South Half of the Southwest Quarter of the Northeast
Quarter of Section Fifteen (15), Township Seven (7) North, Range Three (3) West
of the Third Principal Meridian situated in the County of Montgomery and State
of Illinois, except all coal below 125 feet with the right to mine and remove
the same; AND
The Northeast Quarter of the Southeast Quarter; the North Half of the Southwest
Quarter; the Northwest Quarter of the Southeast Quarter; the North Half of the
Southwest Quarter of the Southeast Quarter, excepting the West 2 acres thereof,
and the South Half of the Southwest Quarter of the Southeast Quarter, excepting
2 acres off of and across the West end thereof, all in Section Ten (10); also,
the North Half of the North Half of the Northwest Quarter of the Northeast
Quarter of Section Fifteen (15), all in Township Seven (7) North, Range Three
(3) West of the Third Principal Meridian, except the coal underlying all of the
premises, situated in the County of Montgomery and State of Illinois; AND
The Northwest Quarter of the Southeast Quarter; the West Half of the West Half
of the Northeast Quarter of the Southeast Quarter; the West 30 acres of the
Southeast Quarter of the Northeast Quarter; 20 acres in a square form in the
Northeast corner of the Northeast Quarter of the Southeast Quarter; and the
Southwest Quarter of the Northeast Quarter of the Northeast Quarter; all in
Section 23, Township 7 North, Range 3 West of the Third Principal Meridian, in
Montgomery County, Illinois, containing 110 acres, more or less except 20 acres
described as follows:
From the Northwest corner of the Southwest Quarter of the Northeast
Quarter of the Northeast Quarter of said Section 23, go Easterly 613.59
feet, along the North line of the Southwest Quarter of the Northeast
Quarter of the Northeast Quarter of said Section 23, for a point of
beginning; thence Southwesterly a distance of 347.85 feet along a line
which makes an angle to the right of 119(Degree) 17' from the last
described line extended; thence Southwesterly a distance of 365.84 feet
along a line which makes an angle to the right of 0(Degree) 50' 20" from
the last described line extended; thence Southwesterly a distance of
195.28 feet along a line which makes an angle to the right of 10(Degree)
15' 50" from the last described line extended; thence Southwesterly a
distance of 147.23 feet along a line which makes an angle to the left of
19(Degree) 39' 30" from the last described line extended; thence
Southwesterly a distance of 176.32 feet along a line which makes an angle
to the left of 8(Degree) 56' 30" from the last described line extended;
thence Southeasterly a distance of 93.85 feet along a line which makes an
angle to the left of 22(Degree) 13' 55" from the last described line
extended; thence Southeasterly a distance of 454.50 feet along a line
which makes an angle to the left of 41(Degree) 27' 3" from the last
described line extended; thence Southeasterly a distance of 168.32 feet
along a line which makes an angle to the right of 10(Degree) 34' 30" from
the last described line extended; thence Easterly a distance of 443.34
feet along a line which makes an angle to the left of 47(Degree) 38' 20"
from the last described line
<PAGE>
extended, to the East line of the West 30 acres of the Southeast Quarter of
the Northeast Quarter of said Section 23; thence Northerly a distance of
915.80 feet along a line which makes an angle to the left of 90' from the
last described line extended and further described as being the East line
of the West 30 acres of the Southeast Quarter of the Northeast Quarter of
said Section 23, to the North line of the West 30 acres of the Southeast
Quarter of the Northeast Quarter of said Section 23; thence Westerly a
distance of 344.81 feet along a line which makes an angle to the left of
90(Degree) 4' 20" from the last described line extended and further
described as being the North line of the West 30 acres of the Southeast
Quarter of the Northeast Quarter of said Section 23; thence Northerly a
distance of 655.99 feet along a line which makes an angle to the right of
89(Degree) 44' 20" from the last described line extended and further
described as being the East line of the Southwest Quarter of the Northeast
Quarter of the Northeast Quarter of said Section 23, to the North line of
the Southwest Quarter of the Northeast Quarter of the Northeast Quarter of
said Section 23; thence Westerly a distance of 46.97 feet along said North
line, which makes an angle to the left of 90(Degree) 46' 30" from the last
described line extended, to the point of beginning; containing 20 acres,
more or less; AND
The Southwest Quarter of the Northeast Quarter of Section Ten (10) in Township
Seven (7) North, Range Three (3) West of the Third Principal Meridian, except
ten acres of even width off the West end of said Quarter Quarter Section, also
except all coal underlying said land with the right to enter and remove the
same, situated in the County of Montgomery and State of Illinois; AND
The Northeast Quarter of the Northeast Quarter of Section Twenty-two (22) in
Township Seven (7) North, Range Three (3) West of the Third Principal Meridian.
Also, the Northeast Quarter of the Southeast Quarter of the Northeast Quarter of
Section Twenty-two (22), Township Seven (7) North, Range Three (3) West of the
Third Principal Meridian, excepting the following two parcels:
(A). Beginning at the Southeast corner of the Northeast Quarter of the
Southeast Quarter of the Northeast Quarter of said Section Twenty-two
(22), and measure thence Northwardly along the Easterly line of said
Quarter Quarter Quarter Section, 490 feet; thence deflecting to the left
50 degrees measure 190 feet Northwestwardly; thence Westwardly 125 feet
parallel with the Southerly line of said Quarter Quarter Quarter Section,
thence Southwardly 610 feet parallel with the Easterly line of said
Quarter Quarter Quarter Section; thence Eastwardly 270 feet in a straight
line to the point of beginning;
(B). Commencing at the Southwest corner of the Northeast Quarter of the
Southeast Quarter of the Northeast Quarter of said Section Twenty-two
(22), measure thence Northwardly 490 feet along the Westerly line of said
Quarter Quarter Quarter Section, thence deflecting to the right 40 degrees
measure Northeastwardly, 108 feet, measure, thence Southeastwardly 630
feet in a straight line to the Southerly line of said Quarter Quarter
Quarter Section, measure thence Westwardly 280 feet in a straight line to
the point of beginning
Excepting, however, all coal, oil, gas and other minerals underlying all of the
above described land, situated in the County of Montgomery and State of
Illinois; AND
The Southwest Quarter of Section Twenty-three (23) in Township Seven (7) North,
Range Three (3) West of the Third Principal Meridian, situated in Montgomery
County, Illinois, excepting all coal below
<PAGE>
the depth of 125 feet underlying the above described land, and subject to the
reservation of one-half of all oil and gas underlying the South 120 acres of the
above land as shown by instrument dated January 22, 1963, recorded in Deed
Record 244 at pages 394-396; AND
That part of the Southeast Quarter of Section Nine (9) in Township Seven (7)
North, Range Three (3) West of the Third Principal Meridian, bounded and
described as follows: The North Half of the Southwest Quarter of the Northwest
Quarter of the Southeast Quarter of said Section Nine (9), situated in
Montgomery County, Illinois.
Also, the South Half of the East Three-fourths of the North Half of the
Southeast Quarter of said Section Nine (9), and the Northeast Quarter of the
Southwest Quarter of the Southeast Quarter of said Section Nine (9), excepting
the following described tract: Beginning at the Southwest corner of the
Northeast Quarter of the Southwest Quarter of the Southeast Quarter of said
Section Nine (9) for this excepted tract and measure thence Northwardly along
the Westerly line of the East Half of the West Half of the Southeast Quarter of
said Section Nine (9), 18 feet; thence deflecting to the right 59 degrees 19
minutes, measure Northeastwardly 321.5 feet; thence deflecting to the left 41
degrees 13 minutes measure 352.5 feet Northwardly; thence deflecting 14 degrees
41 minutes to the left, measure 298 feet Northwardly; thence deflecting 82
degrees 57 minutes to the left, measure 422.5 feet Westwardly; and measure
thence Southwardly 871.5 feet along said Westerly line of the East Half of the
West Half of the Southeast Quarter of said Section Nine (9) to the point of
beginning for this exception, except all coal, with the right to mine and remove
the same, all situated in Montgomery County, Illinois; AND
Seven (7) North, Range Three (3) West of the Third Principal Meridian, situated
in the The Northwest Quarter of the Southwest Quarter in Section Eleven (11),
Township County of Montgomery and State of Illinois, excepting the coal and
other minerals underlying the surface of said land.
<PAGE>
GRAND TOWER PLANT (P186-187)
The following described real estate in Township Ten South (T10S), Range Four
West (R4W) of the Third Principal Meridian (3rd P.M.), Jackson County, Illinois:
The fractional East Half (E 1/2) of the Northeast Quarter (NE 1/4) of Section
Fourteen (14), and the Northwest Quarter (NW 1/4) of Section Thirteen (13)
Township Ten (10) South, Range Four (4) West of the Third Principal Meridian, in
the County of Jackson and State of Illinois, except the right-of-way of the
Illinois Central Railroad, and except also Lots Four (4) and Eight (8) of Jacob
Kunce's Subdivision of Part of the Northeast (NE) fractional Quarter (1/4) of
Section Fourteen (14), Township Ten (10) South, Range Four (4) West of the Third
Principal Meridian, in the County of Jackson and State of Illinois, as shown by
plat recorded in the office of the Recorder of Deeds of said county in Book 3,
Page 327, and as shown on plat of Jacob Kunce's Second Subdivision of the
fractional Southeast Quarter (SEI/4) of the Northeast Quarter (NE1/4) of Section
Fourteen (14), Township Ten (10) South, Range Four (4) West of the Third
Principal Meridian in the County of Jackson and State of Illinois, recorded in
said Recorder's office in Book 7 of Miscellaneous Records, Page 68; AND
A tract of land bounded as follows: Beginning at a stone at the Northeast corner
of the Southeast Quarter of Section Fourteen (14), Township Ten (10) South,
Range Four (4) West of the Third Principal Meridian, in the County of Jackson
and State of Illinois, and running thence Westwardly Five Hundred Thirty-five
and five-tenths (535.5) feet along the North line of said Quarter Section to a
point Fifty (50) feet Eastwardly from the East bank of the Mississippi River;
thence Southerly along a line parallel to and Fifty (50) feet distant from said
River bank to a point Nine Hundred Seventy-one and eight-tenths (971.8) feet
South of the South line of said Quarter Section, said point being on the North
line of the property known as the S. H. Webster property; thence Eastwardly
along the North line of said Webster property, Six Hundred Two and eight-tenths
(602.8) feet to the West line of the right of way of the Illinois Central
Railroad Company; thence in a Northwardly direction along said West right-of-way
line to the North line of the Southwest Quarter of Section Thirteen (13) of said
Township and Range; thence Westwardly along the North line of said Southwest
Quarter of Section Thirteen (13), Three Hundred Fifty-five and six-tenths
(355.6) feet to the place of beginning; said real estate being situated in
Sections Thirteen (13), Fourteen (14), Twenty-three (23) and Twenty-four (24) of
Township Ten (10) South, Range Four (4) West of the Third Principal Meridian, in
Jackson County, Illinois. It being intended by the above description to include
all that part of the Southwest Quarter of Section Thirteen (13) and the
Southeast Quarter of Section Fourteen (14), the Northwest Quarter of Section
Twenty-four (24) and the Northeast Quarter of Section Twenty-three (23) lying
north of a line nine hundred seventy one and eight-tenths (971.8) feet south of
the north line of Sections Twenty-three (23) and Twenty-four (24), and extending
from the West boundary line of the Illinois Central right of way to a line
parallel to and fifty (50) feet distant from the east bank of the Mississippi
River, it being understood that if there are any accretions, same shall belong
to the grantee, saying and excepting at all times a strip fifty (50) feet in
width along the east bank of the Mississippi River; AND
A strip of land 50 feet in width lying immediately eastwardly from and parallel
to the high bank of the Mississippi River extending from the point where the
high bank of said river on October 4, 1890, crossed the North line of the
Southeast Quarter (SE 1/4) of Section Fourteen (14) of Township Ten (10) South,
Range Four (4) West; thence southeasterly to the point where said high bank on
said date crossed
<PAGE>
the East line of the Northeast Quarter (NE 1/4) of Section Twenty-four (24),
Township Ten (10) South, Range Four (4) West, together with all the accretions
thereto; AND
A strip of land in Section Twenty-three (23), Township Ten (10) South, Range
Four (4) West being One (1) rod in width and lying between the bank of the
Mississippi River as it existed on October 4, 1898, and the lands in said
Section on said date conveyed by the Big Muddy Coal & Iron Company to John
Jennings, Laura R. Jennings and Conrad Jennings by deed recorded in Book 43 at
Page 309 thereof in the Recorder's Office of Jackson County, Illinois, which
deed is by reference included herein, together with all accretions thereto; AND
The South 3,990.84 feet, of the Illinois Central Gulf Railroad Company's
abandoned Murphysboro District right-of-way and property situated in the West
Half (W 1/2) of Section Thirteen (13) and in the Northeast portion of Fractional
Section Fourteen (14), Township Ten (10) South, Range Four (4) West of the Third
Principal Meridian, Jackson County, Illinois, said parcel of land being 100'
wide, 50' in width on either side of the centerline of the Illinois Central Gulf
Railroad Company's Murphysboro District main track as formerly located,
extending northerly and northwesterly from the South line of the Southwest
Quarter (SW 1/4) of the Southwest Quarter (SW 1/4) of said Section Thirteen
(13), a total distance of approximately 3,990.84' as measured along said
centerline of main track to a point on said centerline 1480.00' South of where
said centerline extended on to the Northwest intersects the North sectional line
of said Section Fourteen (14) at a point 602.82' West of the Northeast corner of
said Section Fourteen (14). Said property also being described as follows:
All of the Illinois Central Gulf Railroad Company's abandoned Murphysboro
District right-of-way, lying in the West 1/2 of Section 13, T10S, R4W of the 3rd
P.M., and also the Southerly 161.39' of said former Railroad right-of-way
situated in the Northeast Quarter (NE 1/4) of Section 14, T10S, R4W; more
particularly described as follows:
Commencing at the Northeast corner of Section 14, T10S, R4W, said point also
being the Northwest corner of Section 13, T10S, R4W; thence West along the North
line of Section 14, T10S, R4W, said line also being the South line of Section
11, T10S, R4W, a distance of 602.82' to a point lying on the centerline of said
Illinois Central Gulf Railroad Company's abandoned Murphysboro District
right-of-way; thence South 21(degree)30'52" East along said railroad
right-of-way centerline a distance of 144.38' to a point; thence South
21(degree)33'00" East a distance of 1335.62' for the point of beginning; thence
continuing South 21(degree)33'00" East a distance of 161.39' to a point on the
East line of Section 14, T10S, R4W, said line also being the West line of
Section 13, T10S, R4W, said point lying 1526.68' South of the Northeast corner
of Section 14, T10S, R4W, said corner also being the Northwest corner of Section
13, T10S, R4W; and thereafter continuing into the Northwest Quarter (NW 1/4) of
Section 13, T10S, R4W as follows:
All of the Illinois Central Gulf Railroad Company's abandoned Murphysboro
District right-of-way, being 100.00' in width, 50.00' right and left of the
following described centerline:
Commencing at the Northwest corner of Section 13, T10S, R4W, said point also
being the Northeast corner of Section 14, T10S, R4W; thence South along the West
line of Section 13, T10S, R4W; said line also being the East line of Section 14,
T10S, R4W, a distance of 1526.68' to a point on the railroad right-of-way
centerline, for the point of beginning; South 21(degree)33'00" East along said
centerline a distance of 919.90' to a point of a 01(degree)00'00" curve to the
right, concave to the Southwest, having a radius of 5729.58'; thence
southeasterly along said 01(degree)00'00" curve to the right, chord bearing
South 19(degree)14'00" East a chord distance of 272.96' to a point lying on the
South line of the Northwest Quarter (NW 1/4),
<PAGE>
Section 13, T10S, R4W, said point lying 427.82' East of the Southwest corner of
the Northwest Quarter (NW 1/4), Section 13, T10S, R4W, and also lying 427.82'
East and 2640.00' South of the Northwest corner of Section 13, T10S, R4W; said
Railroad right-of-way containing 3.48 acres in the Northwest Quarter (NW 1/4),
Section 13, T10S, R4W; and thereafter continuing along said former Railroad
right-of-way centerline into the Southwest Quarter (SW 1/4) of said Section 13
as follows:
All of the Illinois Central Gulf Railroad Company's abandoned Murphysboro
District right-of-way, being 100.00' in width, 50.00' right and left of the
following described center line extending across the Southwest Quarter (SW 1/4),
Section 13, T10S, R4W; commencing at the Northwest corner of the Southwest
Quarter (SW 1/4), Section 13, T10S, R4W, said point lying 2640.00' South of the
Northwest corner of Section 13, T10S, R4W; thence East along the North line of
the Southwest Quarter (SW 1/4), Section 13, T10S, R4W, a distance of 427.82' to
a point lying on the center line of said former Railroad right-of-way for the
point of beginning; thence southeasterly along a 01(degree)00'00" curve to the
right, concave to the Southwest, having a radius of 5729.58', chord bearing
South 12(degree)27'39" East a chord distance of 1162.95' to a point, thence
southwesterly along said 01(degree)00'00" curve to the right, chord bearing
South 00(degree)14'31" West a chord distance of 1252.61' to a point of tangency;
thence South 07(degree)34'23" West along said center line a distance of 221.03'
to a point lying on the South line of Section 13, T10S, R4W, said point lying
644.33' East of the Southwest corner of Section 13, T10S, R4 W, said point also
lying 644.33' East and 5280.00' South of the Northwest corner of Section 13,
T10S, R4W; said former Railroad right-of-way containing 6.05 acres in the
Southwest quarter (SW 1/4) of Section 13, T10S, R4W.
All as shown on the plat of survey dated October 25, 1983, said plat having been
certified as true by Sam F. Word, Arkansas Registered Surveyor No. 14.
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<PAGE>
HUTSONVILLE PLANT (P256)
The following described real estate in Township Eight North (T8N), Range Eleven
West (R11W) of the Second Principal Meridian (2nd P.M.), Crawford County,
Illinois:
Lots 3 and 4 in Section Seventeen (17), Township Eight (8) North, Range Eleven
(11) West of the Second Principal Meridian, in the County of Crawford and State
of Illinois; also Lot 9 in Section Sixteen (16), in Township and Range
aforesaid; also that part of Lot 2 in Section Seventeen (17), Township and Range
aforesaid, bounded as follows: Beginning at the Southwest corner of said Lot 2
and running thence North along the West line of said Section 40 rods, thence
East 80 rods, thence North to the North line of said Lot 2, thence East on said
line to the Wabash River, thence down the said River to the Southeast corner of
said Lot 2, and thence West to the place of beginning; AND
Part of the Southeast Quarter of the Southeast Quarter of Section Eighteen (18),
Township Eight (8) North, Range Eleven (11) West of the Second Principal
Meridian in the County of Crawford and State of Illinois bounded as follows:
From the Southeast corner of said Quarter Quarter Section measure North along
the East line of said Section two hundred eighty-nine and nine-tenths (289.9)
feet to a point in the Easterly line of the right of way of the Cleveland,
Cincinnati, Chicago & St. Louis Railway Company for the place of beginning;
thence continuing the last described course measure North nine hundred
sixty-seven (967) feet, more or less, to the center of the creek known as "Jenny
Branch"; thence measure Southwestwardly two hundred thirty-five (235) feet, more
or less, along the center of said Jenny Branch to the said Easterly line of the
right of way of said railway company; thence measure Southeastwardly along the
Easterly line of said right of way eight hundred eighty (880) feet, more or
less, to the place of beginning.
<PAGE>
MEREDOSIA PLANT (P272)(P761)
The following described real estate in Township Sixteen North (16N), Range
Thirteen West (R13W) of the Third Principal Meridian (3rd P.M.), Morgan county,
Illinois:
All that part of Fractional Section Twenty-one (21), in Township Sixteen (16)
North, Range Thirteen (13) West of the Third Principal Meridian in the County of
Morgan and State of Illinois, which lies Southwest of a line which is parallel
to and one hundred fifty (150) feet distant, measured Southwestwardly at right
angles, from the center line of the main track of the Wabash Railway Company;
(excepting that portion of said land which lies Northeast of the Northeasterly
line of Blocks Numbered Three (B.3), Eight (B.8), and Ten (B.10) in the Original
Town of Meredosia and the said line extended, and Southeast of a line running
parallel to and eighty (80) feet distant, measured Northwestwardly at right
angles, from the Northwesterly line of Block No. 2 (B.2) of the said Original
Town of Meredosia and the said line extended); AND
All that part of Fractional Section Twenty-one (Fr. Sec. 21), in Township
Sixteen North (T16N), Range Thirteen West, (R13W) of the Third Principal
Meridian (3rd P.M.), Morgan County, Illinois, which lies Northeast of the
Northeasterly line of River Block Number One of the Original Town of Meredosia;
Northwest of a line which is parallel with and Eighty (80) feet distant,
measured Northwestwardly at Right Angles, from the Northwesterly line of Blocks
Number Two (B.2) and Three (B.3) of the said Original Town of Meredosia; and
Southwest of a line which is parallel to and One hundred fifty feet (150')
distant, measured Southwestwardly at Right Angles, from the center line of the
Main Track of the Wabash Railway Company; AND
The North Half of the North Half of Fractional Section Twenty-eight (28) in
Township Sixteen (16) North, Range Thirteen (13) West of the Third Principal
Meridian in the County of Morgan and State of Illinois; AND
All that part of the Northwest Quarter of the Northwest Quarter of Section
Twenty-seven (27), Township Sixteen (16) North, Range Thirteen (13) West of the
Third Principal Meridian in the County of Morgan and State of Illinois bounded
as follows: From a stone at the Northwest corner of said section as the place of
beginning, measure South along the West line of said Section to the Southwest
corner of the Northwest Quarter of the Northwest Quarter of said section; thence
measure East eight hundred seventy-four and six-tenths (874.6) feet along the
South line of said Quarter-Quarter Section to a point in the West line of the
right-of-way of the Wabash Railway Company, which is thirty-three (33) feet
distant, measured Westwardly at right angles, from the center line of the main
track of the said Wabash Railway Company; thence measure Northwardly one
thousand three hundred eighteen and four-tenths (1,318.4) feet along the West
line of the right-of-way of said Wabash Railway Company to the North line of
said Quarter-Quarter Section; thence deflecting eighty-eight (88) degrees and
forty-two (42) minutes to the left, measure Westwardly eight hundred fifty-five
and fifty-three hundredths (855.53) feet along the North line of said
QuarterQuarter Section to the place of beginning; AND
All that part of the West Half of the Southwest Quarter of Section Twenty-two
(22), Township Sixteen (16) North, Range Thirteen (13) West the Third Principal
Meridian in the County of Morgan and State of Illinois bounded as follows: From
a stone at the Southwest corner of said section as the place of beginning,
measure East eight hundred thirteen and fifty-three hundredths (813.53) feet
along the South line of said section to a point which is seventy-five (75) feet
distant, measured Westwardly at right angles, from the center line of the main
track of the Wabash Railway Company; thence deflecting
<PAGE>
ninety-one (91) degrees and eighteen (18) minutes to the left, measure
Northwardly one thousand five hundred seventy-three and seventy-three hundredths
(1,573.73) feet along a line which is parallel to and seventy-five (75) feet
distant, measured Westwardly at right angles, from the said center line of the
main track of said Wabash Railway Company; thence deflecting ninety (90) degrees
to the left, measured Westwardly seventy-five (75) feet to a point which is one
hundred (150) feet distant, measured Westwardly at right angles, from the said
center line of the main track of the said Wabash Railway Company; thence
deflecting ninety (90) degrees to the right, measure Northwardly eight hundred
eighty-six and forty-eight hundredths (886.48) feet along a curve to the left,
the radius of which is nine hundred ninety-six and twenty-eight hundredths
(996.28) feet and the tangent of which makes an angle of ninety (90) degrees
with the last described course at the last described point to a point of
compound curve; thence measure Northwestwardly three hundred eighteen and
eighty-seven hundredths (318.87) feet along a curve to the left, the radius of
which is three thousand six hundred sixty-nine and eighty-three hundredths
(3,669.83) feet to a point on the West line of said section which is one hundred
fifty (150) feet distant, measured Southwestwardly at right angles, from the
said center line of the main track of the said Wabash Railway Company; thence
measure South two thousand five hundred fifteen and ninety-one hundredths
(2,515.91) feet along the said West line of said section to the place of
beginning; AND
The South Half of Lot Six (6) in Block Two (2) in the original Town of
Meredosia, situated in Morgan County, Illinois; AND
Lot Three (3) in Block Two (2) in the original Town, now Village of Meredosia,
situated in Morgan County, Illinois; AND
Lot One (1) in Block Nine (9) in the original Town, now Village of Meredosia,
situated in Morgan County, Illinois; AND
Lots One and Two (1 and 2) in Block Two (2) in the original Town of Meredosia,
also Lots Two and Three (2 and 3) in Block Nine (9) in the original Town of
Meredosia, situated in Morgan County, Illinois; AND
Lot Seven (7) in Block Two (2) in the original Town, now Village of Meredosia,
situated in the County of Morgan, and State of Illinois; AND
Lots Four (4) and Five (5) in Block Two (2); and the North One-half (1/2) of Lot
Six (6) in Block Two (2) all in the original Town, now Village of Meredosia,
situated in the County of Morgan, and State of Illinois; AND
Lots Four (4), Five (5), and Six (6) in Block Nine (9) of the original town of
Meredosia, situated in the County of Morgan, and State of Illinois; AND
Grantor's interest as acquired by Ordinance passed by the Village of Meredosia,
Illinois, dated April 20, 1979 vacating the following:
Each and all of the streets and alleys and parts of streets and alleys which lie
to the North, South, East and West of Blocks Two (2) and Nine (9) as designated,
described and set forth in the original Plat of the Town of Meredosia recorded
in the Office of Recorder of Deeds of Morgan County, Illinois, on December 27,
1832, in Deed Record "E" at Pages 348 and 349 and which said streets and alley
are within the corporate limits of the Village of Meredosia, Illinois, together
with any and all roadways,
<PAGE>
streets or alleys within the above-described bounds which may have become public
ways by prescription or otherwise, to include:
(a) That part of the street running along the Northwesterly side of Block Two
(2) as shown on said plat, the Westerly boundary of said street being the
water's edge of the Illinois River.
(b) That part of the street running along the Northwesterly side of Block Nine
(9) and the Southeasterly side of Block Two (2) as shown on said plat.
(c) That part of the street running along the Southerly side of Blocks Two (2)
and Nine (9) beginning at the water's edge of the Illinois River and
running in a Southeasterly direction to the Easterly boundary of the
original Town of Meredosia.
(d) That part of the street running along the Easterly side of Block Nine (9),
the Easterly boundary of said street being the East line of the original
Town of Meredosia.
(e) That part of an alley running in a Southwesterly direction through Block
Nine (9) along the Southeasterly boundary of Lots Four (4), Five (5), and
Six (6) and the Northwesterly boundary of an undesignated
triangularly-shaped portion of said Block Nine (9).
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<PAGE>
NEWTON PLANT (P823)
The following described real estate in Township Five North (T5N), Range Eight
East (R8E) of the Third Principal Meridian (3rd P.M.), Jasper County, Illinois:
The East Half (E 1/2) of Lot #2 of the Northeast Quarter (NE 1/4) of Section Two
(2), except 420 feet of even width off of the East side thereof; measured from
the center line of the public road as now located running North and South along
the East side of said land, Township Five (5) North, Range Eight (8) East of the
Third Principal Meridian, Jasper County Illinois;
Also, the West Half of the Northeast Quarter of said Section Two (2);
Also, the East Half of the Southwest Quarter of the Southwest Quarter of said
Section Two (2);
Also, the North Half of the Southwest Quarter of said Section Two (2);
Also, the Northwest Quarter of said Section Two (2);
Also, the Southeast Quarter of the Southwest Quarter of said Section Two (2);
Also, the West One-half (1/2) of the Southwest Quarter of the Southwest Quarter
of said Section Two (2); AND
All of Section Three (3) in Township Five (5) North, Range Eight (8) East; AND
The Southeast Quarter of the Northeast Quarter of Section Four (4) in Township
Five (5) North, Range Eight (8) East of the Third Principal Meridian, Jasper
County, Illinois;
Also, the East Half of the Southeast Quarter of said Section Four (4);
Also, the Northwest Quarter of the Southeast Quarter of said Section Four (4);
AND
All of Section Ten (10) in Township Five (5) North, Range Eight (8) East of the
Third Principal Meridian, Jasper County, Illinois; AND
The Southwest Quarter of the Northwest Quarter of Section Eleven (11), Township
Five (5) North, Range Eight (8) East of the Third Principal Meridian, Jasper
County, Illinois;
Also, the Northwest Quarter of the Northwest Quarter of said Section Eleven
(11);
Also, the West One-half (1/2) of the West One-half (1/2) of the Northeast
Quarter of the Northwest Quarter of said Section Eleven (11);
Also, that part of the Northeast Quarter of the Northwest Quarter of said
Section Eleven (11), bounded and described as follows: Commencing at the
Northeast corner of the West One-half (1/2) of the West One-half (1/2) of the
Northeast Quarter of the Northwest Quarter of said Section Eleven (11) and
measure thence Eastwardly along the North line of said Section Eleven (11) a
distance of 550 feet, thence Southwardly parallel with the East line of the West
One-half (1/2) of the West One-half (1/2) of the Northeast Quarter of the
Northwest Quarter of said Section Eleven (11) a distance of 330 feet, thence
Westwardly parallel with the North line of said Section Eleven (11) a distance
of 550 feet,
<PAGE>
thence Northwardly along the East line of the West One-half (1/2) of the West
One-half (1/2) of the Northeast Quarter of the Northwest Quarter of said Section
Eleven (11) a distance of 330 feet to the place of commencement; AND
The following described real estate in Township Six North (T6N), Range Eight
East (R8E), of the Third Principal Meridian (3rd P.M.), Jasper County, Illinois;
A strip of land 330 feet of even width off the West side of the East Half of
Section One (1), Township Six (6) North, Range Eight (8) East of the Third
Principal Meridian, Jasper County, Illinois; AND
A strip of land 330 feet of even width off the West side of the East Half of
Section Twelve (12), Township Six (6) North, Range Eight (8) East of the Third
Principal Meridian, Jasper County, Illinois; except that part of the Southwest
Quarter of the Southeast Quarter of Section One (1) and that part of the
Northwest Quarter of the Northeast Quarter of Section Twelve (12) in Township
Six (6) North, Range Eight (8) East of the Third Principal Meridian, bounded and
described as follows: Beginning at station 118+65 on the surveyed centerline of
FAS Route 707, Section 48Q Jasper County, State of Illinois, as recorded in the
Recorders records of Jasper County, Illinois Subdivision Map Record Book No. 1,
Page 153, thence South 40 feet, thence East 330 feet, thence North 80 feet,
thence West 330 feet, thence South 40 feet to the point of beginning, situated
in the County of Jasper in the State of Illinois; AND
A strip of land 330 feet of even width off the West side of the Northeast
Quarter of Section Thirteen (13), Township Six (6) North, Range Eight (8) East
of the Third Principal Meridian, Jasper County, Illinois;
Also, the North Half of the Southeast Quarter of said Section Thirteen (13);
Also, the East Half of the Southeast Quarter of the Southeast Quarter of said
Section Thirteen (13);
Also, a strip of land 330 feet of even width off the West side of the Southwest
Quarter of the Southeast Quarter of said Section Thirteen (13); AND
The Southwest Quarter of the Southeast Quarter, and the West Half of the
Southeast Quarter of the Southeast Quarter, of Section Fifteen (15), Township
Six (6) North, Range Eight (8) East of the Third Principal Meridian, Jasper
County, Illinois; AND
The East Half of the Southeast Quarter of the Northeast Quarter, and the
Northeast Quarter of the Southeast Quarter of Section Twenty-one (21), Township
Six (6) North, Range Eight (8) East of the Third Principal Meridian, Jasper
County, Illinois; AND
The Northeast Quarter of Section Twenty-two (22), Township Six (6) North, Range
Eight (8) East of the Third Principal Meridian, Jasper County, Illinois;
Also, the South Half of said Section Twenty-two (22); except a tract 13 rods
wide east and west and 12 4/13ths rods wide north and south located in the
Northwest Corner of the Southwest Quarter (SW 1/4) of the Southeast Quarter (SE
1/4);
Also, the Southwest Quarter of the Northwest Quarter of said Section Twenty-two
(22); except the North One Hundred Ninety-eight (198) feet of even width of the
Southwest Quarter (SW 1/4) of the Northwest Quarter (NW 1/4)
<PAGE>
Also, that part of the Southeast Quarter of the Northwest Quarter of said
Section Twenty-two (22) bounded and described as follows: Commencing at the
Southeast corner of the Southeast Quarter of the Northwest Quarter of said
Section Twenty-two (22), thence West along the center line of said Section
Twenty-two (22) a distance of 330 feet, thence North parallel with the North and
South center line of said Section Twenty-two (22) a distance of 580 feet, thence
East parallel with the East and West center line of said Section Twenty-two (22)
a distance of 330 feet, thence South along the North and South center line of
said Section Twenty-two (22) a distance of 580 feet to the place of
commencement; AND
The South Half of the Northeast Quarter of Section Twenty-three (23), Township
Six (6) North, Range Eight (8) East of the Third Principal Meridian, Jasper
County, Illinois;
Also, the Southwest Quarter of the Northwest Quarter of said Section
Twenty-three (23);
Also, the South three-fourths of the Southeast Quarter of the Northwest Quarter
of said Section Twenty-three (23);
Also, the South Half of said Section Twenty-three (23); AND
The North Half of the Northeast Quarter of the Northeast Quarter of Section
Twenty-four (24), Township Six (6) North, Range Eight (8) East of the Third
Principal Meridian, Jasper County, Illinois;
Also, the South Half of the South Half of the Northeast Quarter of the Northeast
Quarter of said Section Twenty-four (24);
Also, the West Half of the Northeast Quarter of said Section Twenty-four (24);
Also, the North Half of the Northwest Quarter of the Southeast Quarter of said
Section Twenty-four (24);
Also, the Southwest Quarter of the Northwest Quarter of the Southeast Quarter of
said Section Twenty-four (24);
Also, the West Half of said Section Twenty-four (24); except a cemetery plot
beginning 58 rods south of the Northeast Corner of the Northwest Quarter (NW
1/4) of the Northwest Quarter (NW 1/4) of said Section, thence South 8 rods,
thence West 4 rods, thence North 12 rods, thence Southeast to the beginning
point, containing 1/4 acre;
Also, the North One-half (1/2) of the South One-half (1/2) of the Northeast
Quarter of the Northeast Quarter of said Section Twenty-four (24);
Also, the Southeast Quarter of the Northeast Quarter of said Section Twenty-four
(24);
Also, the Southeast Quarter of the Northwest Quarter of the Southeast Quarter of
said Section Twenty-four (24);
Also, the Southwest Quarter of the Southeast Quarter of said Section Twenty-four
(24);
Also, the Southeast Quarter of the Southeast Quarter of said Section Twenty-four
(24);
<PAGE>
Also, the Northeast Quarter (NE 1/4) of the Southeast Quarter (SE 1/4) of said
Section Twenty-four (24); AND
The South Half of the Northeast Quarter of the Southeast Quarter of Section
Twenty-five (25), Township Six (6) North, Range Eight (8) East of the Third
Principal Meridian, Jasper County, Illinois;
Also, the Southeast Quarter of the Southeast Quarter, except one (1) rod off the
West side thereof, of said Section Twenty-five (25);
Also, the North Half of the Southwest Quarter of said Section Twenty-five (25);
Also, the West Half of the Southeast Quarter of the Southwest Quarter of said
Section Twenty-five (25);
Also, the Southwest Quarter of the Southwest Quarter of said Section Twenty-five
(25);
Also, the Northwest Quarter of said Section Twenty-five (25);
Also, the Northeast Quarter of said Section Twenty-five (25),
Also, the North One-half (1/2) of the Northeast Quarter of the Southeast Quarter
of said Section Twenty-five (25);
Also, the West One-half (1/2) of the Southeast Quarter of said Section
Twenty-five (25);
Also, One (1) rod of equal width off of the West side of the Southeast Quarter
of the Southeast Quarter of said Section Twenty-five (25);
Also, the East One-half (1/2) of the Southeast Quarter of the Southwest Quarter
of said Section Twenty-five (25); AND
All of Section Twenty-six (26), Township Six (6) North, Range Eight (8) East of
the Third Principal Meridian, Jasper County, Illinois; AND
All of Section Twenty-seven (27) in Township Six (6) North, Range Eight (8) East
of the Third Principal Meridian, Jasper County, Illinois; AND
The East Half of the Northeast Quarter of Section Twenty-eight (28), Township
Six (6) North, Range Eight (8) East of the Third Principal Meridian, Jasper
County, Illinois; AND
All of Section Thirty-four (34) in Township Six (6) North, Range Eight (8) East
of the Third Principal Meridian, Jasper County, Illinois; AND
The Northeast Quarter of Section Thirty-five (35), Township Six (6) North, Range
Eight (8) East of the Third Principal Meridian, Jasper County, Illinois;
Also, the West Half of the Northwest Quarter of the Southeast Quarter of said
Section Thirty-five (35);
Also, the South Half of the Southeast Quarter of said Section Thirty-five (35);
Also, the West Half of said Section Thirty-five (35); AND
<PAGE>
The Northwest Quarter of the Northeast Quarter of Section Thirty-six (36),
Township Six (6) North, Range Eight (8) East of the Third Principal Meridian,
Jasper County, Illinois;
Also, the North three-fourths of the Northwest Quarter of the Northwest Quarter
of said Section Thirty-six (36);
Also, the Northeast Quarter of the Northwest Quarter of said Section Thirty-six
(36);
Also, the North Half of the Southeast Quarter of the Northwest Quarter of said
Section Thirty-six (36); AND
The following described real estate in Township Seven North (T7N), Range Eight
East (R8E) of the Third Principal Meridian (3rd P.M.), Jasper County, Illinois;
All that part of the Southeast Quarter of the Southeast Quarter of the Southwest
Quarter lying South of the South line of the Illinois Central Railroad Company
right-of-way in Section Twenty-four (24), Township Seven (7) North, Range Eight
(8) East of the Third Principal Meridian, Jasper County, Illinois;
Also, all that part of the Southwest Quarter (SW 1/4) of the Southwest Quarter
(SW 1/4) of the Southeast Quarter (SE 1/4) of Section Twenty-four (24), lying
South of the South Line of the Illinois Central Railroad Company right of way;
in Township Seven (7) North, Range Eight (8) East of the Third Principal
Meridian, Jasper County, Illinois; AND
A 330 foot strip of land of even width off the West side of the West Half (W
1/2) of the Southeast Quarter of Section Twenty-five (25), Township Seven (7)
North, Range Eight (8) East of the Third Principal Meridian, Jasper County,
Illinois;
Also, the North Half of the Northeast Quarter of said Section Twenty-five (25)
lying South of the South line of the Illinois Central Railroad right-of-way;
Also, a 330 foot strip of land of even width off the West side of the South Half
of the Northeast Quarter of said Section Twenty-five (25);
Also, a 220 foot strip of land of even width off the East side of the Northeast
Quarter of the Northwest Quarter of said Section Twenty-five (25); AND
A strip 330 feet wide of even width off the West side of the Northwest Quarter
(NW 1/4) of the Northeast Quarter (NE 1/4) of Section Thirty-six (36), Township
Seven (7) North, Range Eight (8) East of the Third Principal Meridian, Jasper
County, Illinois;
Also, a strip of land 330 feet wide of even width off the West side of the
Southwest Quarter (SW 1/4) of the Northeast Quarter (NE 1/4) of said Section
Thirty-six (36);
Also, a strip 330 feet wide of even width off of the West side of the Southeast
Quarter (SE 1/4) of said Section Thirty-six (36); AND
The following described real estate in Township Six North (T6N), Range Nine East
(R9E) of the Third Principal Meridian (3rd P.M.), Jasper County, Illinois:
The North One-half (1/2) of the Southwest Quarter of the Northwest Quarter of
Section Seventeen (17), Township Six (6) North, Range Nine (9) East of the Third
Principal Meridian, Jasper County, Illinois;
<PAGE>
Also, the South Half of the Southwest Quarter of the Northwest Quarter of said
Section Seventeen (17);
Also, the South Half of the Northwest Quarter of the Southwest Quarter of said
Section Seventeen (17); AND
The East Half of the North Half of the Southeast Quarter of the Northeast
Quarter of Section Eighteen (18), Township Six (6) North, Range Nine (9) East of
the Third Principal Meridian, Jasper County, Illinois;
Also, the South Half of the Southeast Quarter of the Northeast Quarter of said
Section Eighteen (18);
Also, the South Half of the South one-third of the West Half of the Northwest
Quarter of the Southwest Quarter of said Section Eighteen (18);
Also, the Northeast Quarter of the Southwest Quarter of said Section Eighteen
(18);
Also, the Southwest Quarter of the Southwest Quarter of said Section Eighteen
(18);
Also, the Northwest Quarter of the Southeast Quarter of said Section Eighteen
(18);
Also, the Southwest Quarter of the Southeast Quarter of said Section Eighteen
(18);
Also, the East Half of the Southeast Quarter of said Section Eighteen (18);
except a strip of land beginning at the Southeast corner of said Section, thence
West along the South line of said Section 220 feet, thence North parallel with
the East line of said Section 440 feet, thence East 220 feet to the East line of
said Section, thence South 440 feet along the East line of said Section to the
place of beginning;
Also, the East One-Half (E 1/2) of the South Half (S 1/2) of the Southwest
Fractional Quarter of Section Eighteen (18), Township Six (6) North, Range Nine
(9) East of the Third Principal Meridian, Jasper County, Illinois; AND
That part of the Northwest Quarter of the Southwest Quarter of Section Nineteen
(19), Township Six (6) North, Range Nine (9) East of the Third Principal
Meridian, Jasper County, Illinois, bounded and described as follows: Beginning
at the Southwest corner of the Northwest Quarter of the Southwest Quarter of
said Section Nineteen (19) and measure thence East 660 feet, thence North 660
feet, thence West 660 feet, thence South 660 feet to the place of beginning;
excepting an undivided One-half (1/2) interest in the coal underlying said tract
in said Northwest Quarter of the Southwest Quarter of said Section Nineteen
(19);
Also, the Northeast Quarter of the Northeast Quarter, the West Half of the
Northeast Quarter, and the Northwest Quarter, of said Section Nineteen (19); AND
Part of the North Half of the Southwest Quarter of the Southwest Quarter of
Section Thirty (30), Township Six (6) North, Range Nine (9) East of the Third
Principal Meridian, Jasper County, Illinois, described as follows: Beginning 12
rods South of the Northwest corner of the Southwest Quarter of the Southwest
Quarter, thence East 330 feet, thence South 450 feet, thence West 330 feet,
thence North 450 feet to the place of beginning; containing 3.4 acres, more or
less;
<PAGE>
Also, the West 26 acres of the North Half of the Southwest Fractional Quarter of
said Section Thirty (30);
Also, that part of the Northwest Quarter of said Section Thirty (30) bounded and
described as follows: Commencing at the Northwest corner of said Section Thirty
(30) and measure thence South along the West line of said Section Thirty (30) a
distance of 1584 feet, thence East parallel with the North line of said Section
Thirty (30) a distance of 480 feet, thence North parallel with the West line of
said Section Thirty (30) a distance of 1584 feet, thence West along the North
line of said Section Thirty (30) a distance of 480 feet to the place of
commencement; AND
Permanent easement rights in and over the following described real estate:
Commencing at the Southwest corner of the Northwest Quarter of Section Thirty
(30), Township Six (6) North, Range Nine (9) East of the Third Principal
Meridian, Jasper County, Illinois; thence North along the West line of said
Section, 500 feet; thence East, 858 feet; thence South parallel with the West
line of said Section, 500 feet; thence West 858 feet to the place of beginning,
For the following uses and purposes:
(a) the right to overflow, flood, inundate or cover said real estate with the
flood or backwater created by the erection, operation, and maintenance of
the dam constructed across Weather Creek South of the confluence of Sandy
Creek and Laws Creek near the center of Section Ten (10), Township Five (5)
North, Range Eight (8) East of the Third Principal Meridian in Jasper
County, Illinois;
(b) the right to prevent the draining or dumping into the lake created by said
dam of any refuse, sewage or other material which might tend to pollute it;
and
(c) the right to prevent the construction, operation, maintenance, use or
occupancy of any building, camp site, or abode either permanent or
temporary upon said real estate, including the right to remove any such
building, camp site or abode and the right to prevent the launching of any
boat or watercraft of any kind from said real estate upon or into said
lake.
Easements or permits will not be granted to launch any boat or watercraft from
land owned by it which (a) adjoins and lies West of the West line of said real
estate above described and East of the shore line of the lake or which adjoins
and lies West of said West line extended (i) 1320 feet North, or (ii) 1320 feet
South, and East of the shore line of the lake, or (b) adjoins and lies South of
the South line of said real estate above described, a distance of 1320 feet.
<PAGE>
ASSET TRANSFER AGREEMENT
SCHEDULE 1.1(c)
Real Estate
Easements
Legal descriptions of various easements and similar interests in real
estate by Central Illinois Public Service Company that is to be transferred to
Ameren Energy Generating Company relating to the following: Coffeen, Grand
Tower, Hutsonville, Meredosia, Newton, and Pittsville, Pike County, Illinois.
<PAGE>
ASSET TRANSFER AGREEMENT
SCHEDULE 1.1(e)
Intellectual Property
NONE.
<PAGE>
Schedule 1.1(j)
Vehicles and Rolling Stock
Transferred from Central Illinois Public Service Company
To Ameren Energy Generating Company
As of May 1, 2000
Railcar rolling stock consists of 105 bottom dump and 621 rotary dump coal cars
assigned to the Coffeen and Newton power plants and which originally cost
$4,934,103.36 and $31,512,029.61 respectively.
Motor vehicles transferred from the AmerenCIPS accounts in Springfield,
Illinois, to Ameren Energy Generating Company are as follows:
VEHICLE DESCRIPTION AMOUNT
------- ----------- ------
Newton
BA042 Truck, light $ 19,504.24
BB082 Truck, light 22,573.32
BC047 Truck, pick-up, 2-wheel drive 9,960.53
BC052 Truck, pick-up, 2-wheel drive 9,960.53
BC078 Truck, pick-up, 2-wheel drive 9,633.15
BC108 Truck, pick-up, 2-wheel drive 12,118.36
BD082 Truck, pick-up, 2-wheel drive 11,877.02
BD088 Truck, pick-up, 2-wheel drive 10,952.40
BD094 Truck, pick-up, 2-wheel drive 12,320.24
BD108 Truck, pick-up, 2-wheel drive 17,443.05
BD109 Truck, pick-up, 2-wheel drive 13,525.33
BD144 Truck, pick-up, 2-wheel drive 20,970.98
BD149 Truck, pick-up, 2-wheel drive 20,342.69
BD151 Truck, pick-up, 2-wheel drive 20,342.70
BE099 Truck, medium, 1 to 2 tons 16,792.19
BE130 Truck, medium, 1 to 2 tons 17,090.19
CE016 Truck, aerial basket, 32 feet and less 42,016.10
DB031 Truck, flat bed construction 41,698.78
DB041 Truck, flat bed construction 17,738.59
DZ008 Truck, heavy, over 2 tons 58,735.79
--------------------
Total $ 405,596.18
Coffeen
BA024 Truck, light $ 18,873.74
BA045 Truck, light 19,504.24
BD083 Truck, pick-up, 2-wheel drive 12,169.50
BD113 Truck, pick-up, 2-wheel drive 16,382.48
BD122 Truck, pick-up, 2-wheel drive 13,402.80
BD152 Truck, pick-up, 2-wheel drive 20,342.70
BD153 Truck, pick-up, 2-wheel drive 20,342.70
BG020 Truck, dump 20,544.70
DB024 Truck, flat bed construction 11,035.20
DB032 Truck, flat bed construction 17,189.96
DG008 Tractor, diesel 58,137.92
<PAGE>
DZ004 Truck, heavy, over 2 tons 170,160.95
DZ009 Truck, medium, 1 to 2 tons 41,910.19
DZ010 Truck, medium, 1 to 2 tons 28,926.88
TL011 Trailer, 18 wheel 18,737.76
TZ032 Trailer, heavy, 5 tons & over 18,669.45
--------------------
Total $ 506,331.17
Meredosia
BA041 Truck, light $ 19,504.25
BD160 Truck, pick-up, 2-wheel drive 19,108.82
BE023 Truck, medium, 1 to 2 tons 16,042.58
DB020 Truck, flat bed construction 23,986.44
DB040 Truck, flat bed construction 25,554.21
BH016 Truck, dump 46,217.32
--------------------
Total $ 150,413.62
Grand Tower
BA044 Truck, light $ 19,504.24
BD084 Truck, pick-up, 2-wheel drive 12,713.59
DC006 Truck, heavy, over 2 tons 16,645.81
DB052 Truck, flat bed construction 24,604.96
--------------------
Total $ 73,468.60
Hutsonville
BA043 Truck, light $ 19,504.24
BD136 Truck, pick-up, 2-wheel drive 14,221.60
DB027 Truck, flat bed construction 21,213.28
--------------------
Total $ 54,939.12
--------------------
Grand Total $ 1,190,748.69
====================
<PAGE>
ASSET TRANSFER AGREEMENT
SCHEDULE 1.2(a)
Retained Property
NONE.
<PAGE>
<TABLE>
<CAPTION>
ASSET TRANSFER AGREEMENT
SCHEDULE 1.2(b)
Non-Assigned Contracts
Appendix I
AGREEMENTS BETWEEN CENTRAL ILLINOIS PUBLIC SERVICE COMPANY AND WHOLESALE CUSTOMERS
TYPE
WHOLESALE WHOLESALE TYPE OF
CUSTOMER CUSTOMER AGREEMENT CONTRACT DESCIPTION
<S> <C> <C> <C>
Central Illinois Light Company iou Original Agreement Limited Term Agreement
Letter Agreement Set Capacity Charges, effective June 1, 19
Letter Agreement Set Capacity Charges, effective June 1, 19
Citizens Electric Corporation Original Agreement Network Operating Agreement
Original Agreement Network Integration Transmission Service A
Original Agreement Economic Development Power Agreement
Original Agreement Wholesale Electric Service Agreement
Original Agreement Substitute Power Agreement
Original Agreement Transmission Service Transaction 1
Original Agreement Transmission Service Agreement
Original Agreement Extension/Assignment
Original Agreement 2nd Amendment/Voluntary Curtailment
Original Agreement 1st Amendment
City of Farmington iou Original Agreement Power Service Agreement, effective Februar
City of Fredricktown iou Original Agreement Power Service Agreement, effective Februar
Original Agreement Settlement Agreement
Letter Agreement
Original Agreement Substitute Power Agreement
Original Agreement Electric Service Agreement
Original Agreement Transmission Service Agreement
Original Agreement Power Sales Contract
Original Agreement Transmission Sevice Transaction 1
Original Agreement Electric Service Agreement
City of Owensville iou Original Agreement Wholesale Power Sale Agreement
1st Amendment Voluntary Curtailment
Original Agreement Transmission Service Agreement
Original Agreement Substitute Power Agreement
2nd Amendment Voluntary Curtailment
Original Agreement Settlement Agreement
Original Agreement Assignment
Clay Electric Co-operative, Inc. co-op Original Agreement Electric Service Agreement
Illinois Municipal Electrical Agency association Original Agreement Power Supply Agreement (PSA)
" Transmisson Supply Agreement (TSA)
Supplemental Agreement Roodhouse
Supplemental Agreement Trimble County Schedule 9
Supplemental Agreement Sullivan Schedule 7
1st Amendment PSA & TSA Revision
Power Supply Schedule Rock Falls Schedule I
Power Supply Schedule Winnetka Schedule J
2nd Amendment PSA & TSA Revision
Supplemental Agreement Greenup Schedule K
3rd Amendment PSA & TSA Revision
4th Amendment TSA Revision
Restated PSA Conformed Revision of PSA
(including Letter Agreement of
all Prior Amendments and
Supplemnts to the Original PSA.)
Newton muni-unbundledPower Supply Service AgrElectric and Power Supply Services
Newtwork Operating AgreeTransmission Services
Newtwork Integration TraTransmission Services
<PAGE>
WHOLESALE ORGINATION EXPIRATION DOCKET
CUSTOMER DATE DATE NUMBER
<S> <C> <C> <C>
Central Illinois Light Company August 15, 1994 Infinite ER94-1566
November 2, 1992 May 31, 2002 ER94-1566
March 15, 1999 May 31, 2009 ER94-1566
Citizens Electric Corporation July 6, 1998
Julym6,t1998
July 6, 1998 July 31, 2003*
November 18, 1988 July 31, 2003*
May 2, 1989 July 31, 2003*
*Or five years after commencement of service
whichever is later
April 19, 1989 September 30, 1989
November 18, 1988 December 31, 2000
December 29, 1999 December 31, 2001
June 10, 1999
March 22, 1993
City of Farmington January010, 2000 ER00-1505
City of Fredricktown January010, 2000 ER00-1504
February 23, 1989 December 31, 2000
March 15, 1993
April 12, 1993
February 23, 1989
February 23, 1988
August 5, 1987
August 14, 1987 May 31, 1988
July 12, 1971
City of Owensville April 14, 1989 December 31, 2000
July 14, 1999 ER99-3457
April 14, 1989 December 31, 2000
June 1, 1989
June 30, 1999
May 1, 1989 December 31, 2000ER84-560
January 25, 2000 December 31, 2000
Clay Electric Co-operative, Inc. December 9, 1999 December 31, 2004ER00-1329
Illinois Municipal Electrical Agency June 11, 1987 March 31, 2007 ER87-491
June 11, 1987 December 31, 2014ER87-491
March 31, 1991 March 31, 2005 ER91-222
March 1, 1991 December 31, 2014ER91-222
June 11, 1987 December 31, 2014ER87-491
May 3, 1993 December 31, 2014ER93-418
April 1, 1993 December 9, 1998 ER93-418
April 1, 1993 May 2, 1998 ER93-418
March 1, 1996 December 31, 2014ER96-1341
August 1, 1997 June 30, 2007 ER98-40
May 1, 1998 December 31, 2014ER97-3393
January 1, 1999 December 31, 2000ER99-3069
Pending July 1, 1999.
Newton July 1, 1999 June 30, 2005 Pending July/1/1999
July 1, 1999 June 30, 2005 Pending July/1/1999
July 1, 1999 June 30, 2005 Pending July/1/1999
<PAGE>
TYPE
WHOLESALE WHOLESALE TYPE OF
CUSTOMER CUSTOMER AGREEMENT CONTRACT DESCIPTION
<S> <C> <C> <C>
Norris Electric Cooperative co-op Original Agreement Bundled
Amendment Bundled
Supplemental Agreement (esatblish del pt at Robinson Correctiona
1st Supplemental Agreemen(exchange territory)
Second Agreement
Supplemental Agreement (establ temp del pt S. Olney sub)
Supplemental Agreement (establ del pt at NW Eff sub)
Revised Tariff Sheets Rate decrease to Norris Electric Cooperati
for wholesale electrice service (coincident
demands)
Revised Tariff Sheets Rate changes
Mt. Carmel iou Original Agreement Bundled
Revised Tariff Sheet Rate decrease reflect coal buyout recovery
Revised Tariff Sheet Retention Rider
Soyland Power Cooperative association Original Agreement Power Supply Agreement (PSA)
Original Agreement Transmssion Supply Agreement (TSA)
Union Electric iou Original Agreement Annual Short-Term Non-Firm
Letter Agreement Set Capacity Charges
Wabash Valley association Original Agreement Power Supply Agreement (PSA)
Transmission Supply Agreement (TSA)
1st Amendment PSA & TSA Revisions
2nd Amenedment PSA & TSA Revisions
ASSOCIATED ELECTRIC COOP. power marketerMembers Agreement Western System Power Pool Agreement
AVISTA ENERGY, INC. iou Members Agreement Western System Power Pool Agreement
CARGILL-ALLIANT power marketerMembers Agreement Western System Power Pool Agreement
CENTRAL & SOUTH WEST SERVICES power marketerMembers Agreement Western System Power Pool Agreement
CINERGY SERVICES, INC. iou Members Agreement Western System Power Pool Agreement
CONSTELLATION POWER SOURCE, INC power marketerMembers Agreement Western System Power Pool Agreement
CORAL POWER, LLC power marketerMembers Agreement Western System Power Pool Agreement
DTE ENERGY TRADING, INC. power marketerMembers Agreement Western System Power Pool Agreement
DUKE ENERGY TRADING AND MARKETING, LLC power marketerMembers Agreement Western System Power Pool Agreement
DYNEGY POWER MARKETING, INC power marketerMembers Agreement Western System Power Pool Agreement
EL PASO MERCHANT ENERGY, L.P. power marketerMembers Agreement Western System Power Pool Agreement
ENGAGE ENERGY US, L.P. power marketerMembers Agreement Western System Power Pool Agreement
ENRON POWER MARKETING, INC. power marketerMembers Agreement Western System Power Pool Agreement
KOCH ENERGY TRADING, INC. power marketerMembers Agreement Western System Power Pool Agreement
MORGAN STANLEY CAPITAL GROUP, INC. power marketerMembers Agreement Western System Power Pool Agreement
OGE ENERGY RESOURCES, INC. power marketerMembers Agreement Western System Power Pool Agreement
OKLAHOMA GAS & ELECTRIC COMPANY power marketerMembers Agreement Western System Power Pool Agreement
PACIFIC GAS AND ELECTRIC ENERGY TRADING power marketerMembers Agreement Western System Power Pool Agreement
PECO ENERGY COMPANY power marketerMembers Agreement Western System Power Pool Agreement
PPL ELECTRIC UTILITIES CORPORATION iou Members Agreement Western System Power Pool Agreement
PPL ELECTRIC UTILITIES CORPORATION iou Members Agreement Western System Power Pool Agreement
PPL ENERGY PLUS iou Members Agreement Western System Power Pool Agreement
PUBLIC SERVICE CO. OF COLORADO power marketerMembers Agreement Western System Power Pool Agreement
RAINBOW ENERGY MARKETING CORP. power marketerMembers Agreement Western System Power Pool Agreement
WHOLESALE ORGINATION EXPIRATION DOCKET
CUSTOMER DATE DATE NUMBER
TYPE
<S> <C> <C> <C>
Norris Electric Cooperative January 1, 1975 January 1, 1996 E9138W1
August 1, 1987 July 1, 1997 ER87-505
Julyn10, 1991 July 1, 1997 ER91-547
April 24, 1992 July 1, 1997
June 15, 1992 July 1, 2007 ER92-647
May 20, 1993 July 1, 2007 ER93-664
March 31, 1994 ER94-1576
May 1, 1997 ER97-3413
nt demands)
March 1, 1998 July 1, 2007 ER98-1893
Mt. Carmel Decmeber 8, 1989 July 1, 2001 ER91-411
Mays1, 1997 ER97-3413
August 1, 1998 July 1, 2001 ER98-4704
Soyland Power Cooperative December 31, 2014ER86-327
December 31, 2014ER86-327
Union Electric February 18, 1972
June 1, 1998 May 31, 2005
Wabash Valley January 9, 1992 December 31, 2011ER92-304
January 9, 1992 December 31, 2011ER92-304
January 5, 1994 December 31, 2011ER94-982
Novermber 27, 1996 December 31, 2011ER97-961
ASSOCIATED ELECTRIC COOP.
AVISTA ENERGY, INC.
CARGILL-ALLIANT
CENTRAL & SOUTH WEST SERVICES
CINERGY SERVICES, INC.
CONSTELLATION POWER SOURCE, INC
CORAL POWER, LLC
DTE ENERGY TRADING, INC.
DUKE ENERGY TRADING AND MARKETING, LLC
DYNEGY POWER MARKETING, INC
EL PASO MERCHANT ENERGY, L.P.
ENGAGE ENERGY US, L.P.
ENRON POWER MARKETING, INC.
KOCH ENERGY TRADING, INC.
MORGAN STANLEY CAPITAL GROUP, INC.
OGE ENERGY RESOURCES, INC.
OKLAHOMA GAS & ELECTRIC COMPANY
PACIFIC GAS AND ELECTRIC ENERGY TRADING
PECO ENERGY COMPANY
PPL ELECTRIC UTILITIES CORPORATION
PPL ELECTRIC UTILITIES CORPORATION
PPL ENERGY PLUS
PUBLIC SERVICE CO. OF COLORADO
RAINBOW ENERGY MARKETING CORP.
<PAGE>
WHOLESALE WHOLESALE TYPE OF
CUSTOMER CUSTOMER AGREEMENT CONTRACT DESCIPTION
<S> <C> <C> <C>
RELIANT ENERGY SERVICES, INC. power marketer Members Agreement Western System Power Pool Agreement
SEMPRA ENERGY TRADING CORP. power marketer Members Agreement Western System Power Pool Agreement
SOUTHERN ILLINOIS POWER COOPERATIVE power marketer Members Agreement Western System Power Pool Agreement
STATOIL ENERGY TRADING, INC. power marketer Members Agreement Western System Power Pool Agreement
THE ENERGY AUTHORITY power marketer Members Agreement Western System Power Pool Agreement
TRANSALTA ENERGY MARKETING U.S. power marketer Members Agreement Western System Power Pool Agreement
TXU ENERGY TRADING COMPANY power marketer Members Agreement Western System Power Pool Agreement
UTILICORP UNITED, INC. iou Members Agreement Western System Power Pool Agreement
WILLIAMS ENERGY SERVICES COMPANY power marketer Members Agreement Western System Power Pool Agreement
ALLEGHENY ENERGY TRADING AND SALES power marketer Members Agreement Western System Power Pool Agreement
ALLIANT SERVICES COMPANY power marketer Members Agreement Western System Power Pool Agreement
AMERICAN ELECTRIC POWER COMPANY power marketer Members Agreement Western System Power Pool Agreement
AQUILA POWER CORPORATION power marketer Members Agreement Western System Power Pool Agreement
CAROLINA POWER & LIGHT COMPANY iou Members Agreement Western System Power Pool Agreement
CENTRAL ILLINOIS LIGHT CO. power marketer Members Agreement Western System Power Pool Agreement
CENTRAL ILLINOIS LIGHT CO. power marketer Members Agreement Western System Power Pool Agreement
CITIZENS POWER SALES LLC power marketer Members Agreement Western System Power Pool Agreement
CITY OF SIKESTON power marketer Members Agreement Western System Power Pool Agreement
COMMONWEALTH EDISON power marketer Members Agreement Western System Power Pool Agreement
DAYTON POWER & LIGHT COMPANY power marketer Members Agreement Western System Power Pool Agreement
DELMARVA POWER & LIGHT COMPANY power marketer Members Agreement Western System Power Pool Agreement
ELECTRIC ENERGY INC power marketer Members Agreement Western System Power Pool Agreement
ENTERGY POWER MARKETING CORPORATION power marketer Members Agreement Western System Power Pool Agreement
ENTERGY SERVICES, INC. power marketer Members Agreement Western System Power Pool Agreement
ILLINOIS MUNICIPAL ELECTRIC AGENCY power marketer Members Agreement Western System Power Pool Agreement
KANSAS CITY POWER & LIGHT COMPANY power marketer Members Agreement Western System Power Pool Agreement
LG&E ENERGY MARKETING, INC. power marketer Members Agreement Western System Power Pool Agreement
LOUISVILLE GAS & ELECTRIC COMPANY power marketer Members Agreement Western System Power Pool Agreement
MID AMERICAN ENERGY power markete Members Agreement Western System Power Pool Agreement
MINNESOTA MUNICIPAL POWER AGENCY power marketer Members Agreement Western System Power Pool Agreement
NORTHERN INDIANA PUBLIC SERVICE COMPANY power marketer Members Agreement Western System Power Pool Agreement
NORTHERN STATES POWER COMPANY power marketer Members Agreement Western System Power Pool Agreement
SOUTHERN COMPANY ENERGY MARKETING, L.P. power marketer Members Agreement Western System Power Pool Agreement
SOUTHERN COMPANY SERVICES, INC. power marketer Members Agreement Western System Power Pool Agreement
ST. JOSEPH LIGHT & POWER CO power marketer Members Agreement Western System Power Pool Agreement
TENNESSEE VALLEY AUTHORITY power marketer Members Agreement Western System Power Pool Agreement
TRACTEBEL ENERGY MARKETING, INC. power marketer Members Agreement Western System Power Pool Agreement
VIRGINIA POWER power marketer Members Agreement Western System Power Pool Agreement
<PAGE>
WHOLESALE WHOLESALE TYPE OF
CUSTOMER CUSTOMER AGREEMENT
<S> <C> <C>
WESTERN RESOURCES, INC. power marketer Members Agreement
WISCONSIN ELECTRIC POWER CO power marketer Members Agreement
ALLEGHENY ENERGY TRADING AND SALES power marketer Original Agreement
ALLIANT SERVICES COMPANY power marketer Original Agreement
AMERICAN ELECTRIC POWER COMPANY power marketer Original Agreement
AMERICAN MUNICIPAL POWER-OHIO, INC. power marketer Original Agreement
AQUILA POWER CORPORATION power marketer Original Agreement
ARKANSAS ELECTRIC COOPERATIVE CORP. power marketer Original Agreement
ASSOCIATED ELECTRIC COOP. power marketer Original Agreement
CARGILL-ALLIANT power marketer Original Agreement
CAROLINA POWER & LIGHT COMPANY power marketer Original Agreement
CENTRAL & SOUTH WEST SERVICES power marketer Original Agreement
CENTRAL ILLINOIS LIGHT CO. power marketer Original Agreement
CINERGY SERVICES, INC. iou Original Agreement
CITIZENS POWER SALES LLC power marketer Original Agreement
CITY OF COLUMBIA ,MO power marketer Original Agreement
COMMONWEALTH EDISON power marketer Original Agreement
CONSTELLATION POWER SOURCE, INC power marketer Original Agreement
CORAL POWER, LLC power marketer Original Agreement
DAYTON POWER & LIGHT COMPANY power marketer Original Agreement
DELMARVA POWER & LIGHT COMPANY power marketer Original Agreement
DUKE ENERGY TRADING AND MARKETING, LLC power marketer Original Agreement
DUKE POWER COMPANY power marketer Original Agreement
EL PASO MERCHANT ENERGY, L.P. power marketer Original Agreement
ENRON POWER MARKETING, INC. power marketer Original Agreement
ENTERGY POWER MARKETING CORPORATION power markete Original Agreement
ENTERGY SERVICES, INC. power marketer Original Agreement
ILLINOIS POWER COMPANY power marketer Original Agreement
KANSAS CITY POWER & LIGHT COMPANY iou Original Agreement
KOCH ENERGY TRADING, INC. power marketer Original Agreement
LG&E ENERGY MARKETING, INC. power marketer Original Agreement
LOUISVILLE GAS & ELECTRIC COMPANY power marketer Original Agreement
MID AMERICAN ENERGY power marketer Original Agreement
MINNESOTA MUNICIPAL POWER AGENCY power marketer Original Agreement
MINNESOTA POWER power marketer Original Agreement
MORGAN STANLEY CAPITAL GROUP, INC. power marketer Original Agreement
NORTHERN INDIANA PUBLIC SERVICE COMPANY power marketer Original Agreement
<PAGE>
WHOLESALE
CUSTOMER CONTRACT DESCIPTION
<S> <C>
WESTERN RESOURCES, INC. Western System Power Pool Agreement
WISCONSIN ELECTRIC POWER CO Western System Power Pool Agreement
ALLEGHENY ENERGY TRADING AND SALES Ameren Services Company Market Rate Power Sales Tariff
ALLIANT SERVICES COMPANY Ameren Services Company Market Rate Power Sales Tariff
AMERICAN ELECTRIC POWER COMPANY Ameren Services Company Market Rate Power Sales Tariff
AMERICAN MUNICIPAL POWER-OHIO, INC. Ameren Services Company Market Rate Power Sales Tariff
AQUILA POWER CORPORATION Ameren Services Company Market Rate Power Sales Tariff
ARKANSAS ELECTRIC COOPERATIVE CORP. Ameren Services Company Market Rate Power Sales Tariff
ASSOCIATED ELECTRIC COOP. Ameren Services Company Market Rate Power Sales Tariff
CARGILL-ALLIANT Ameren Services Company Market Rate Power Sales Tariff
CAROLINA POWER & LIGHT COMPANY Ameren Services Company Market Rate Power Sales Tariff
CENTRAL & SOUTH WEST SERVICES Ameren Services Company Market Rate Power Sales Tariff
CENTRAL ILLINOIS LIGHT CO. Ameren Services Company Market Rate Power Sales Tariff
CINERGY SERVICES, INC. Ameren Services Company Market Rate Power Sales Tariff
CITIZENS POWER SALES LLC CIPS Power Sales Tariff
CITY OF COLUMBIA ,MO Ameren Services Company Market Rate Power Sales Tariff
COMMONWEALTH EDISON Ameren Services Company Market Rate Power Sales Tariff
CONSTELLATION POWER SOURCE, INC Ameren Services Company Market Rate Power Sales Tariff
CORAL POWER, LLC Ameren Services Company Market Rate Power Sales Tariff
DAYTON POWER & LIGHT COMPANY Ameren Services Company Market Rate Power Sales Tariff
DELMARVA POWER & LIGHT COMPANY Ameren Services Company Market Rate Power Sales Tariff
DUKE ENERGY TRADING AND MARKETING, LLC Ameren Services Company Market Rate Power Sales Tariff
DUKE POWER COMPANY Ameren Services Company Market Rate Power Sales Tariff
EL PASO MERCHANT ENERGY, L.P. Ameren Services Company Market Rate Power Sales Tariff
ENRON POWER MARKETING, INC. Ameren Services Company Market Rate Power Sales Tariff
ENTERGY POWER MARKETING CORPORATION Ameren Services Company Market Rate Power Sales Tariff
ENTERGY SERVICES, INC. Ameren Services Company Market Rate Power Sales Tariff
ILLINOIS POWER COMPANY Ameren Services Company Market Rate Power Sales Tariff
KANSAS CITY POWER & LIGHT COMPANY Ameren Services Company Market Rate Power Sales Tariff
KOCH ENERGY TRADING, INC. Ameren Services Company Market Rate Power Sales Tariff
LG&E ENERGY MARKETING, INC. Ameren Services Company Market Rate Power Sales Tariff
LOUISVILLE GAS & ELECTRIC COMPANY Ameren Services Company Market Rate Power Sales Tariff
MID AMERICAN ENERGY Ameren Services Company Market Rate Power Sales Tariff
MINNESOTA MUNICIPAL POWER AGENCY Ameren Services Company Market Rate Power Sales Tariff
MINNESOTA POWER Ameren Services Company Market Rate Power Sales Tariff
MORGAN STANLEY CAPITAL GROUP, INC. Ameren Services Company Market Rate Power Sales Tariff
NORTHERN INDIANA PUBLIC SERVICE COMPANY Ameren Services Company Market Rate Power Sales Tariff
<PAGE>
WHOLESALE ORGINATION EXPIRATION DOCKET
CUSTOMER DATE DATE NUMBER
<S> <C> <C> <C>
WESTERN RESOURCES, INC.
WISCONSIN ELECTRIC POWER CO
ALLEGHENY ENERGY TRADING AND SALES 06/18/1999 ER99-3527
ALLIANT SERVICES COMPANY 01/01/1998
AMERICAN ELECTRIC POWER COMPANY 12/29/1997 ER98-1459
AMERICAN MUNICIPAL POWER-OHIO, INC. 11/05/1998 ER99-1246
AQUILA POWER CORPORATION 06/23/1998 ER98-3886
ARKANSAS ELECTRIC COOPERATIVE CORP. 08/03/1998 ER98-4446
ASSOCIATED ELECTRIC COOP. 11/06/1997 ER98-621
CARGILL-ALLIANT 11/16/1998 ER99-751
CAROLINA POWER & LIGHT COMPANY 10/10/1997 ER98-215
CENTRAL & SOUTH WEST SERVICES 05/18/1998 ER98-3390
CENTRAL ILLINOIS LIGHT CO. 08/03/1998 ER98-4440
CINERGY SERVICES, INC. 10/16/1997 ER98-428
CITIZENS POWER SALES LLC 03/22/1995
CITY OF COLUMBIA ,MO 12/02/1997 ER98-1171
COMMONWEALTH EDISON 02/01/1998 ER98-2013
CONSTELLATION POWER SOURCE, INC 08/10/1998 ER99-1400
CORAL POWER, LLC 10/06/1997 ER98-215
DAYTON POWER & LIGHT COMPANY 08/03/1998 ER98-4440
DELMARVA POWER & LIGHT COMPANY 02/23/1999 ER99-2460
DUKE ENERGY TRADING AND MARKETING, LLC 06/23/1998 ER98-3886
DUKE POWER COMPANY 08/03/1998 ER98-4440
EL PASO MERCHANT ENERGY, L.P. 12/21/1998 ER99-1246
ENRON POWER MARKETING, INC. 05/25/2000
ENTERGY POWER MARKETING CORPORATION 02/01/1999 ER99-1990
ENTERGY SERVICES, INC. 08/28/1997 ER97-4544
ILLINOIS POWER COMPANY 02/01/1998 ER98-2013
KANSAS CITY POWER & LIGHT COMPANY 08/17/1998 ER99-3529
KOCH ENERGY TRADING, INC. 05/18/1998 ER98-3390
LG&E ENERGY MARKETING, INC. 09/12/1997 ER97-4674
LOUISVILLE GAS & ELECTRIC COMPANY 08/03/1998 ER98-4440
MID AMERICAN ENERGY 06/01/1998 ER98-3324
MINNESOTA MUNICIPAL POWER AGENCY 06/24/1999 ER99-3527
MINNESOTA POWER 09/26/1997 ER98-24
MORGAN STANLEY CAPITAL GROUP, INC. 11/11/1997 ER98-782
NORTHERN INDIANA PUBLIC SERVICE COMPANY 06/19/1998 ER99-3528
<PAGE>
<S> <C> <C>
NORTHERN STATES POWER COMPANY iou Original Agreement
OGE ENERGY RESOURCES, INC. power marketer Original Agreement
OKLAHOMA MUNICIPAL POWER AUTHORITY power marketer Original Agreement
PECO ENERGY COMPANY power marketer Original Agreement
PPL ENERGY PLUS iou Original Agreement
PUBLIC SERVICE ELEC + GAS iou Original Agreement
RAINBOW ENERGY MARKETING CORP. power marketer Original Agreement
RELIANT ENERGY SERVICES, INC. power marketer Original Agreement
SOUTHERN COMPANY ENERGY MARKETING, L.P. power marketer Original Agreement
SOUTHERN COMPANY SERVICES, INC. power marketer Original Agreement
SOUTHERN ILLINOIS POWER COOPERATIVE power marketer Original Agreement
SOUTHERN INDIANA GAS & ELECTRIC COMPANY iou Original Agreement
SOYLAND POWER COOPERATIVE, INC. power marketer Original Agreement
TENASKA POWER SERVICES, COMPANY power marketer Original Agreement
TENNESSEE VALLEY AUTHORITY power marketer Original Agreement
THE DETROIT EDISON COMPANY iou Original Agreement
THE ENERGY AUTHORITY power marketer Original Agreement
TRACTEBEL ENERGY MARKETING, INC. power marketer Original Agreement
TXU ENERGY TRADING COMPANY power marketer Original Agreement
UTILICORP UNITED, INC. power marketer Original Agreement
VIRGINIA POWER power marketer Original Agreement
WESTERN RESOURCES, INC. power marketer Original Agreement
WILLIAMS ENERGY SERVICES COMPANY power marketer Original Agreement
WISCONSIN ELECTRIC POWER CO power marketer Original Agreement
<PAGE>
WHOLESALE CONTRACT ORGINATION
CUSTOMER DESCRIPTION DATE
<S> <C> <C>
NORTHERN STATES POWER COMPANY Ameren Services Company Market Rate Power Sales Tariff 01/28/1998
OGE ENERGY RESOURCES, INC. Ameren Services Company Market Rate Power Sales Tariff 06/23/1998
OKLAHOMA MUNICIPAL POWER AUTHORITY Ameren Services Company Market Rate Power Sales Tariff 08/03/1998
PECO ENERGY COMPANY Ameren Services Company Market Rate Power Sales Tariff 05/18/1998
PPL ENERGY PLUS Ameren Services Company Market Rate Power Sales Tariff 01/22/1999
PUBLIC SERVICE ELEC + GAS Ameren Services Company Market Rate Power Sales Tariff 07/25/1999
RAINBOW ENERGY MARKETING CORP. Ameren Services Company Market Rate Power Sales Tariff 10/27/1997
RELIANT ENERGY SERVICES, INC. Ameren Services Company Market Rate Power Sales Tariff 06/23/1998
SOUTHERN COMPANY ENERGY MARKETING, L.P. Ameren Services Company Market Rate Power Sales Tariff 06/23/1998
SOUTHERN COMPANY SERVICES, INC. Ameren Services Company Market Rate Power Sales Tariff 09/02/1997
SOUTHERN ILLINOIS POWER COOPERATIVE Ameren Services Company Market Rate Power Sales Tariff 03/17/1998
SOUTHERN INDIANA GAS & ELECTRIC COMPANY Ameren Services Company Market Rate Power Sales Tariff 04/06/1999
SOYLAND POWER COOPERATIVE, INC. Ameren Services Company Market Rate Power Sales Tariff 01/01/1999
TENASKA POWER SERVICES, COMPANY Ameren Services Company Market Rate Power Sales Tariff 06/23/1998
TENNESSEE VALLEY AUTHORITY Ameren Services Company Market Rate Power Sales Tariff 12/17/1997
THE DETROIT EDISON COMPANY Ameren Services Company Market Rate Power Sales Tariff 08/03/1999
THE ENERGY AUTHORITY Ameren Services Company Market Rate Power Sales Tariff 08/28/1997
TRACTEBEL ENERGY MARKETING, INC. Ameren Services Company Market Rate Power Sales Tariff 11/13/1998
TXU ENERGY TRADING COMPANY Ameren Services Company Market Rate Power Sales Tariff 11/03/1999
UTILICORP UNITED, INC. Ameren Services Company Market Rate Power Sales Tariff 10/19/1999
VIRGINIA POWER Ameren Services Company Market Rate Power Sales Tariff 11/06/1997
WESTERN RESOURCES, INC. Ameren Services Company Market Rate Power Sales Tariff 10/06/1997
WILLIAMS ENERGY SERVICES COMPANY Ameren Services Company Market Rate Power Sales Tariff 11/06/1997
WISCONSIN ELECTRIC POWER CO Ameren Services Company Market Rate Power Sales Tariff 09/19/1997
<PAGE>
WHOLESALE EXPIRATION DOCKET
CUSTOMER DATE NUMBER
<S> <C> <C>
NORTHERN STATES POWER COMPANY ER98-1942
OGE ENERGY RESOURCES, INC. ER98-3886
OKLAHOMA MUNICIPAL POWER AUTHORITY ER98-4440
PECO ENERGY COMPANY ER98-3390
PPL ENERGY PLUS ER99-1654
PUBLIC SERVICE ELEC + GAS ER99-3994
RAINBOW ENERGY MARKETING CORP. ER98-428
RELIANT ENERGY SERVICES, INC. ER98-3886
SOUTHERN COMPANY ENERGY MARKETING, L.P. ER98-3886
SOUTHERN COMPANY SERVICES, INC. ER97-4544
SOUTHERN ILLINOIS POWER COOPERATIVE ER98-2552
SOUTHERN INDIANA GAS & ELECTRIC COMPANY ER99-3526
SOYLAND POWER COOPERATIVE, INC. ER99-1259
TENASKA POWER SERVICES, COMPANY ER98-3886
TENNESSEE VALLEY AUTHORITY ER98-1171
THE DETROIT EDISON COMPANY ER99-4052
THE ENERGY AUTHORITY ER97-4544
TRACTEBEL ENERGY MARKETING, INC. ER99-751
TXU ENERGY TRADING COMPANY ER00-609
UTILICORP UNITED, INC. ER00-284
VIRGINIA POWER ER98-621
WESTERN RESOURCES, INC. ER98-215
WILLIAMS ENERGY SERVICES COMPANY ER98-621
WISCONSIN ELECTRIC POWER CO ER98-242
</TABLE>
<PAGE>
ASSET TRANSFER AGREEMENT
SCHEDULE 1.2(b)
Non-Assigned Contracts
Retail Contracts
1. Electric Service Agreement for Penn Aluminum International, Inc., dated
February 2, 2000.
2. Electric Service Agreement for Cargill, Incorporated, dba Illinois Cereal
Mills, dated January 5, 2000.
3. Electric Service Agreement for Champion Laboratories, Inc., dated December
14, 1999.
4. Electric Service Agreement for Blaw-Knox, dated November 10, 1999.
5. Electric Service Agreement for The GSI Group, dated November 10, 1999.
6. Electric Service Agreement for Dickey John, Inc., dated November 8, 1999.
7. Electric Service Agreement for Principia College, dated November 4, 1999.
8. Electric Service Agreement for Titan Wheel Corporation of Illinois, dated
October 29, 1999.
9. Electric Service Agreement for Siemer Milling Company, dated October 29,
1999.
10. Electric Service Agreement for Trailmobile Trailer LLC, dated October 28,
1999.
11. Electric Service Agreement for Archer Daniels Midland Company dated
September, 1999.
<PAGE>
Electric Energy Inc.
Transfer of CIPS Entitlement to Power and Energy
To Ameren Energy Marketing Company
Central Illinois Public Service Company (CIPS) is a signatory to a
Power Supply Agreement between Electric Energy, Incorporated and the
Sponsoring Companies, dated September 2, 1987 as amended. In its Notice
of Transfer Generating Assets and Entry in Various Agreements Pursuant
to Section 16-111(g) of the Illinois Public Utilities Act, approved by
the Illinois Commerce Commission on October 12,1999, CIPS indicated
that Ameren Energy Marketing Company would assume the rights to power
and energy under the EEInc. Power Sale Agreement.
The transfer is expected to be accomplished by a resale of the power
and energy by CIPS to Ameren Energy Marketing Company. A draft PSA is
being circulated together with a draft filing letter to the Federal
Energy Regulatory Commission. Although it is not expected that the PSA
will be signed at the pre-closing on April 27, 2000, the item is
expected to be ready to file on or before May 1, 2000 so as to become
effective that date.
<PAGE>
ASSET TRANSFER AGREEMENT
SCHEDULE 1.3(a)
Required Consents
Assignability and Consents
The Acquired Assets, including Contracts, Permits and Lease Agreements (but
excluding leases of office equipment involving future payments of less than
$500,000 in the aggregate), which are non-assignable or non-transferable or
cannot be subleased to Transferee without the consent of some Person, are
identified on Schedule 5.1(d).
Regulatory Approvals
The following is a list of all necessary approvals of any Governmental
Authority for the transfer of assets:
Illinois Commerce Commission: On October 12, 1999, AmerenCIPS obtained
approval to transfer its generating assets and associated liabilities pursuant
to 220 ILCS ss.5/16-111(g) as further described in the Notice filed in Case No.
99-0398 and 99-0389. In addition, on February 1, 2000, Case No. 99-0597, the
Illinois Commerce Commission issued its determination under Section 32(c) of the
Public Utility Holding Company Act of 1935 (15 U.S.C. ss.79z-5a (c)) that the
proposed transfer of generation facilities was in the public interest, would
benefit customers and did not violate any state law.
Federal Energy Regulatory Commission: The following approvals have been
obtained from FERC in connection with this transaction: (a) transfer of
jurisdictional assets under Section 203 of the Federal Power Act (Order dated
November 15, 1999, Case No. EC99-108-000); (b) AmerenCIPS-Marketing Company
Power Supply Agreement (Order dated February 9, 2000, Case No. ER00-816-000);
(c) Amendment to Joint Dispatch Agreement (Order dated November 3, 1999 Case No.
ER99-4115-000); (d) Certification of Genco as Electric Wholesale Generator
(Application filed on March 23, 2000 Case No. EG00-117-000); and (e)
Genco-Marketing Company Power Supply Agreement (Order dated February 9, 2000
Case No. ER00-816-000).
Securities and Exchange Commission: Approval of the Securities and Exchange
Commission is not necessary. The transaction is exempt from prior approval
requirements of the Public Utility Holding Company Act of 1935 set forth at 15
U.S.C.ss.79z-5a.
Missouri Public Service Commission: Under Section 32(c) of the 15 U.S.C.
ss.79z-5a (c), each state commission having jurisdiction over rates and charges
of a public utility subsidiary of a registered public utility holding company
must find that the proposed transfer will benefit consumers, is in the public
interest and does not violate state law. The Missouri Public Service Commission
issued its Order in Case No. EA-2000-37 making these determinations on January
13, 2000.
<PAGE>
Illinois EPA: Illinois EPA approval is needed to assign various permits
associated with the properties to be transferred. A list of the permits affected
by the Asset Transfer Agreement at or before the effective date of the transfer
is listed on Schedule 5.1(e).
Federal Communications Commission: A list of the FCC licenses affected by
the Asset Transfer Agreement at or before the effective date of the transfer is
attached hereto as Schedule 1.3(a) - 1.
<PAGE>
ASSET TRANSFER AGREEMENT
SCHEDULE 1.3 (a) - 1
FCC Transfer of Control Associated with Ameren Energy Generating Company
Item Call Sign Location TYPE
1 WPLY954 Coffeen, Grand Tower, Hutsonville, VHF
Meredosia, Newton
2 WPMM651 Coffeen, Grand Tower, Hutsonville, UHF
Meredosia, Newton (900 MHz)
3 KNNJ879 Statewide Portables (900 MHz) UHF
4 KD46213 Coffeen Crane UHF
5 WYP671 Coffeen RPTR UHF
6 KD53036 Grand Tower Crane UHF
7 WNXG950 Hutsonville Crane UHF
8 WNGX393 Hutsonville Pager UHF
9 WNXB545 Meredosia Crane UHF
10 WCZ7086 Meredosia Ship Radio VHF
11 WNVQ932 Newton Crane UHF
12 KYJ478 Newton RPTR (C) UHF
13 KZX617 Newton RPTR (O) UHF
14 KNAU609 Newton System (NA) UHF
15 KNGU928 Coffeen RPTR UHF
16 KC8351 Portabe 150 MHz (Coffeen only) VHF
<PAGE>
ASSET TRANSFER AGREEMENT
SCHEDULE 2.1(a)
Assumed Indebtedness
Assumed Indebtedness
None
Assumed Liabilities
See attached Balance Sheet of Ameren Energy Generating Company as of
May 1, 2000 (to be furnished within sixty (60) days after May 1, 2000).
<PAGE>
<TABLE>
AMEREN ENERGY GENERATING COMPANY
BALANCE SHEET
May 1, 2000
<S> <C>
Assets
Property and Plant, at original cost:
Electric plant $ 1,279,098,330
Less accumulated depreciation and amortization 651,983,986
627,114,344
Construction work in progress 8,095,231
Total property and plant, net 635,209,575
Other Assets:
Accumulated deferred income taxes 218,996,000
Other 24,664
Other assets 219,020,664
Current Assets:
Cash and cash equivalents 6,409,043
Other accounts and notes receivable 2,000
Materials and supplies, at average cost -
Fossil fuel 34,285,704
Other 19,520,033
Other current assets 2,765,691
Total current assets 62,982,471
Total Assets $ 917,212,710
Capital and Liabilities
Capitalization:
Common stock $ 2,000
Retained earnings (750)
Total common stockholder's equity 1,250
Intercompany notes payable 505,349,858
Total capitalization 505,351,108
Current Liabilities:
Current maturity of note payable 43,544,199
Accounts and wages payable 6,541,580
Intercompany notes payable 200,000
Taxes accrued 2,732,112
Other 618,995
Total current liabilities 53,636,886
Accumulated Deferred Income Taxes 117,696,609
Accumulated Deferred Investment Tax Credits 19,727,865
Intercompany Tax Payable 218,996,000
Other Deferred Credits and Liabilities 1,804,242
Total Capital and Liabilities $ 917,212,710
</TABLE>
Note: In June, 2000, Cash and Notes Payable were increased by $2,732,112 to
reimburse Ameren Energy Generating Company for property taxes accrued prior to
May 1, 2000.
<PAGE>
ASSET TRANSFER AGREEMENT
SCHEDULE 3.1 (AS ADJUSTED)
PROMISSORY NOTE
$551,626,169 May 1, 2000
St. Louis, Missouri
FOR VALUE RECEIVED, the undersigned, Ameren Energy Generating Company (the
"Maker"), promises to pay to the order of Central Illinois Public Service
Company, d/b/a/ AmerenCIPS (the "Payee"), in lawful money of the United States
of America, in immediately available funds at the principal business address of
the Payee, 607 E. Adams Street, Springfield, Illinois 62739, or at such other
location as the Payee may designate from time to time in writing, the principal
amount of $551,626,169 (subject to adjustment as provided in the Asset Transfer
Agreement hereinafter referred to), together with interest thereon as provided
in this Note at a rate per annum (computed on the basis of a 360-day year
consisting of twelve 30 day months) equal to seven percent (7%), payable as
provided herein; provided that the final payment of principal and interest
hereon shall be due not later than May 1, 2005.
Payments of principal and interest on this Note shall be made in accordance
with Schedule I to this Note attached hereto and subject to the attached
statement of subordination.
This Note is the Note referred to in and executed and delivered pursuant to
the Asset Transfer Agreement of even date by and between the Maker as Transferee
and the Payee as Transferor (the "Asset Transfer Agreement").
Upon receiving the prior written consent of the Payee, the Maker shall have
the right to prepay the principal amount of this Note, in whole or in part,
without premium or penalty. All partial prepayments shall be applied first to
accrued interest under this Note and then to principal installments in the
reverse order of their maturity.
The Maker shall be in default under this Note upon the occurrence of any of
the following events of default (an "Event of Default"):
(a) default in the payment of any installment of the principal or interest
on this Note, which default, continues unremedied for a period of ten
days after notice of default shall have been received by the Maker
from the Payee;
(b) the Maker fails to make any payment in respect of any indebtedness or
contingent obligation having an aggregate principal amount of more
than $5,000,000 when due (whether by scheduled maturity, required
prepayment, acceleration, demand, or otherwise) and such failure
continues after the applicable grace or notice period, if any,
specified in the relevant document on the date of such failure;
<PAGE>
(c) any breach of the provisions under the Asset Transfer Agreement or the
Joint Dispatch Agreement, subject to any periods of cure thereunder,
by the Maker; and
(d) an involuntary proceeding shall be commenced or an involuntary
petition shall be filed seeking (i) liquidation, reorganization or
other relief in respect of the Maker or its debts, or of a substantial
part of its assets, under any Federal, state or foreign bankruptcy,
insolvency, receivership, or similar law now or hereafter in effect or
(ii) the appointment of a receiver, trustee, custodian, sequestrator,
conservator or similar official for the Maker or for a substantial
part of its assets, and, in any such case, such proceeding or petition
shall continue undismissed for 60 days or an order or decree approving
or ordering any of the foregoing shall be entered.
Upon the occurrence of an Event of Default, and at any time thereafter as
long as such Event of Default shall be continuing, the Payee may declare all
liabilities and obligations of the Maker to the Payee immediately due and
payable and the same shall thereupon become immediately due and payable without
any further action on the part of the Payee.
This Note shall not be assigned by the Maker without the prior written
consent of the Payee. This Note shall bind the Maker and its successors and
assigns, and the benefits hereof shall inure to the benefit of the Payee and its
successors and assigns. All references herein to the "Maker" and "Payee" shall
be deemed to apply to the Maker and the Payee, respectively, and to their
respective successors and assigns.
The Maker (and the endorser, guarantor or surety hereof) hereby waives
presentment, demand, protest and notice of any kind. No failure to exercise and
no delay in exercising any rights hereunder on the part of the Payee shall
operate as a waiver of such rights.
The validity, interpretation and enforcement of this Note shall be governed
by the laws of the State of Illinois without giving effect to the conflict of
laws principles thereof.
IN WITNESS WHEREOF, the Maker has caused this Note to be executed and
delivered by the Maker's duly authorized person as of the date first set forth
above.
<PAGE>
AMEREN ENERGY GENERATING COMPANY,
an Illinois corporation.
By:
----------------------------
Jerre E. Birdsong
<PAGE>
SCHEDULE I
SCHEDULE OF PRINCIPAL AND INTEREST PAYMENTS ON PROMISSORY NOTE
Payments of principal are due on May 1 of each year. Payments of interest are
due on May 1, August 1, November 1, and February 1 of each year commencing
August 1, 2000. Amounts payable are subject to adjustment as provided in the
Note and the Asset Transfer Agreement dated as of May 1, 2000
Period Ending Principal Payment Interest Payment
8/1/00 $ 9,653,458.00
11/1/00 $ 9,653,458.00
2/1/01 $ 9,653,458.00
5/1/01 $ 39,925,324 $ 9,653,458.00
8/1/01 $ 8,954,765.00
11/1/01 $ 8,954,765.00
2/1/02 $ 8,954,765.00
5/1/02 $ 42,720,096 $ 8,954,765.00
8/1/02 $ 8,207,163.00
11/1/02 $ 8,207,163.00
2/1/03 $ 8,207,163.00
5/1/03 $ 45,710,504 $ 8,207,163.00
8/1/03 $ 7,407,229.00
11/1/03 $ 7,407,229.00
2/1/04 $ 7,407,229.00
5/1/04 $ 48,910,240 $ 7,407,229.00
8/1/04 $ 6,551,300.00
11/1/04 $ 6,551,300.00
2/1/05 $ 6,551,300.00
5/1/05 $374,360,003 $ 6,551,300.00
<PAGE>
STATEMENT OF SUBORDINATION
The indebtedness evidenced by this Note shall be subordinate and junior to
any and all indebtedness, except that certain promissory note dated June 30,
2000 to Ameren Corporation in the amount of $50,000,000 (hereafter referred to
as "Senior Debt") of Maker, now existing or hereafter incurred, in respect of
(i) borrowings (including renewals and extensions thereof) from any one or more
banks, insurance companies, pension or profit sharing trusts, or other financial
institutions whether secured or unsecured, and (ii) all other borrowings
incurred, assumed or guaranteed by Maker, at any time, before or after the date
of this Note, evidenced by a note, debenture, bond or other similar instrument
(including capitalized lease and purchase money obligations, and/or for the
acquisition (whether by way of purchase, merger or otherwise) of any business,
real property or other assets (except assets acquired in the ordinary course of
business) but excluding obligations other than for borrowed money including
trade payables and other obligations to general creditors), except indebtedness
which, by its terms or the terms of the instrument creating or evidencing it,
provides that such indebtedness is not superior in right of payment to the
payment of principal of or any interest on this Note, or that such indebtedness
is subordinated to all other indebtedness of the Maker. Notwithstanding any
other provision of this Note, "Senior Debt" shall include refinancings,
renewals, extensions or refundings of the indebtedness described in clauses (i)
and (ii) above. "Subordinate and junior" as used herein shall mean that in the
event of:
(a) any default in, or violation of, the terms or covenants
of any Senior Debt, including, without limitation, any default in
payment of principal of, or premium, if any, or interest on, any
Senior Debt whenever due (whether by acceleration of maturity or
otherwise), and during the continuance thereof, or
(b) the institution of any liquidation, dissolution,
bankruptcy, insolvency, reorganization or similar proceeding
relating to Maker, its property or its creditors as such,
the holder of this Note shall not be entitled to receive any payment of
principal of, or premium, if any, or interest on, this Note until all amounts
owing in respect of Senior Debt (matured and unmatured) shall have been paid in
full; and from and after the happening of any event described in clause (c) of
this paragraph, all payments and distributions of any kind or character (whether
in cash, securities or property) which, except for the subordination provisions
hereof, would have been payable or distributable to the holder of this Note
(whether directly or by reason of this Note's being superior to any other
indebtedness), shall be made to and for the benefit of the holders of Senior
Debt (who shall be entitled to make all necessary claims therefor) in accordance
with the priorities of payment thereof until all Senior Debt (matured and
unmatured) shall have been paid in full. Upon the happening of any event
described in clauses (a) or (b) of this paragraph, all Senior Debt shall (at the
option of the holder thereof and subject to the terms thereof) become
immediately due and payable in full. No act or failure to act on the part of
Maker, and no default under or breach of any agreement of Maker, whether or not
herein set forth, shall in any way prevent or limit the holder of any Senior
Debt from
<PAGE>
enforcing fully the subordination herein provided for, irrespective of any
knowledge or notice which such holder may at any time have or be charged with.
So long as any Senior Debt shall be outstanding, Maker shall not, without the
prior written consent of all holders thereof except as may be otherwise agreed
to by such holders in such instruments, (i) pay any amount in respect of
principal of this Note prior to the stated maturity thereof or purchase or
redeem this Note in whole or in part, except as may be otherwise expressly
required herein or (ii) alter or amend any of the terms of this paragraph. Maker
and the holder hereof agree not to alter, amend or waive any of the terms of
this Note or any right in respect thereto in any manner which might adversely
affect the holders of Senior Debt without the prior written consent of all such
holders except as may be otherwise agreed to by such holders in such
instruments. Without limiting the above, any alteration, amendment or waiver
providing for full or partial payment, purchase or redemption hereof, by Maker
at any time other than as originally set forth herein, shall be deemed to
adversely affect the holders of Senior Debt. Anything hereinabove to the
contrary notwithstanding, in the event that any payment or distribution is made
with respect to the indebtedness evidenced by this Note in violation of the
terms hereof, any holder hereof receiving such payment or distribution shall
hold it in trust for the benefit of, and shall remit it to, the holders of
Senior Debt then outstanding in accordance with the priorities of payment
thereof. The provisions of this paragraph are solely for the purpose of defining
the relative rights of the holders of Senior Debt on the one hand, and the
holder of this Note on the other hand, and nothing herein shall impair, as
between Maker and the holder of this Note, the obligation of Maker, which is
unconditional and absolute, to pay to the holder hereof the principal hereof,
and the premium, if any, and interest hereon, in accordance with the terms
hereof nor shall anything herein prevent the holder of this Note from exercising
all remedies otherwise permitted by applicable law or hereunder upon default
hereunder, subject to the rights, if any, under this paragraph of holders of
Senior Debt. Any instrument defining the terms of any Senior Debt may include
subordination provisions in respect of this Note and, in such case, in the event
of any inconsistency between the terms of the subordination provisions of such
Senior Debt instrument and the subordination provisions herein, the terms of the
subordination provisions of such Senior Debt instrument shall govern.
This statement of subordination is hereby made a part of the attached Note
as if set forth in full therein.
<PAGE>
ASSET TRANSFER AGREEMENT
SCHEDULE 4.2(f)
Existing Indebtedness to be Discharged by Closing
The Real Property, Fixed Assets and Inventory and other property to be
transferred is subject to the lien of the Mortgage Indenture dated October 1,
1941, as amended from Central Illinois Public Service Company to U.S. Bank Trust
National Association, successor trustee (the "Mortgage"). Transferor shall
deliver all necessary documentation, including executed and recordable release
deeds, necessary to provide for the release of all Acquired Assets from the lien
of the Mortgage. Central Illinois Public Service Company shall not be required
to otherwise discharge the Mortgage.
<PAGE>
ASSET TRANSFER AGREEMENT
SCHEDULE 5.1(c)
Title to the Acquired Assets
See the description of the Mortgage in Schedule 4.2(f).
<PAGE>
<TABLE>
<CAPTION>
ASSET TRANSFER AGREEMENT
SCHEDULE 5.1(d)
Contracts
Name of Company Date of Contract Purpose Consent Required Consent Received
--------------- ---------------- ------- ---------------- ----------------
<S> <C> <C> <C> <C>
1. Exxon Coal USA, Inc. 1/1/00 Sale and purchase of coal No
2. Varion 10/4/99 Customer support agreement Yes Yes
3. Pacific Scientific Service, Inc. -- Service Agreement for No
Counter Sensor CALTYPE
4. Lucent Technologies 12/5/98 Service Agreement for telephone Yes Tes
system at Coffeen
5. Lucent Technologies 12/5/98 Service Agreement for telephone Yes Yes
system at Grand Tower
6. Lucent Technologies 12/5/98 Service Agreement for telephone Yes Yes
system at Newton
7. Lucent Technologies 12/5/98 Service Agreement for telephone Yes Yes
system at Meredosia
8. Lucent Technologies 12/5/98 Service Agreement for telephone Yes Yes
system at Hutsonville
9. Siebe Environmental Controls 7/30/99 Maintenance of Barber- No
Colman Network 8000 (1) LCM
10. Trans-Ash 1/1/99 Ash management services Yes
<PAGE>
ASSET TRANSFER AGREEMENT
SCHEDULE 5.1(d)
Contracts
Name of Company Date of Contract Purpose Consent Required Consent Received
--------------- ---------------- ------- ---------------- ----------------
<C> <C> <C> <C> <C>
11. Trans-Ash 7/1/98 Coal combustion product usage No
agreement
12. Transport Capital LLC 10/1/98 CIPS NCUX Railcar Lease Yes
13. Trinity Rail Management 9/17/98 CIPS NCUX Rail Car Yes
Maintenance Agreement
14. Illinois Central Railroad Company 1/1/98 Rail Transportation Agreement Yes
STB-IC-C-8015
15. Burlington Northern Santa Fe 4/18/00 Transportation of coal No
(BNSF) from Wyoming Powder River
Basin for Meredosia and Newton
BNSF-C-12172
16. Chicago and North Western 11/27/85 Transportation of coal No
Transportation Company from Monterey, No. 1 Mine, IL
Norfolk and Western Railway Co. To Coffeen Power Plant
ILLCC-CNW-C-0052
17. Soo Line Railroad Company 12/22/92 Transportation of coal from No
Indiana Rail Road Company Black Beauty Coal Company
For Newton-2 Power Plant
ICC-SOO-C-8909 and CPRS-C-134219
<PAGE>
ASSET TRANSFER AGREEMENT
SCHEDULE 5.1(d)
Name of Company Date of Contract Purpose Consent Required Consent Received
--------------- ---------------- ------- ---------------- ----------------
<C> <C> <C> <C> <C>
18. AllWaste Environmental 2/24/95 Gritblasting, hyroblasting, Yes Yes
Services, n/k/a Phillips Services vacuuming and deslagg services
19. Goedecke 5/20/97 Service and repair of five (5) Yes Yes
Linden-Alimak Hoists at Newton
20. Safety Resources, Inc. 7/15/97 Safety inspection services - Newton No
21. Cooperative Fisheries Research 8/4/97 Biological study on Newton Lake No
Laboratory SIU
22. Illinois Dept. of Natural Resources 3/11/99 Management of public use No
activities
23. Sargent & Lundy Engineers 6/23/89 Consultation and engineering No
services
24. Turbine Consultants, Inc. 8/28/89 Turbine inspection/analysis work Yes Yes
25. Arkwright Mutual Insurance Co. 2/26/93 Authorized inspection services No
26. Anderson Electric, Inc. 4/2/93 Electrical services Yes Yes
27. City of Greenville 10/6/76 Water supply at Coffeen Station No
<PAGE>
ASSET TRANSFER AGREEMENT
SCHEDULE 5.1(d)
Contracts
Name of Company Date of Contract Purpose Consent Required Consent Received
--------------- ---------------- ------- ---------------- ----------------
<C> <C> <C> <C> <C>
28. Halliburton Industrial Service 8/25/86 Industrial cleaning at Power Station Yes Yes
n/k/a HydroChem
29. Dowell Schlumber, Inc. 8/25/86 Industrial cleaning at Power Station Yes Yes
n/k/a HydroChem
30. White and Brewer Trucking Co. 2/16/96 Deposit of fly ash, coal combustion No
by-products and non-hazardous
materials
31. King Cut, Incorporated 2/1/96 Sale and purchase of slag from No
Coffeen Station
32. Westinghouse Electric Corp. 5/24/96 Purchase of DAS and Control Yes Yes
Upgrade
33. Envotech-Illinois LLC 8/8/97 Disposal and transportation of No
waste materials
34. Soo Line Railroad Company 12/20/95 Rebates to CIPS for annual coal No
Indiana Rail Road Company deliveries more than a certain
tonnage
ICC-CPRS-C-19320
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ASSET TRANSFER AGREEMENT
SCHEDULE 5.1(d)
Contracts
Coffeen - Licenses
Name of Company Date of Contract Purpose Consent Required Consent Received
--------------- ---------------- ------- ---------------- ----------------
<S> <C> <C> <C> <C>
1. William L. Brackett 8/2/83 Farming $100 A No
2. William L. Brackett 8/2/83 Farming $10 A No
3. William L. Brackett 8/2/83 Farming $60 No
4. William L. Brackett 8/25/78 Farming $650 No
5. Roy Bohle 8/13/92 Mowing No
6. Dean Huber 8/2/83 Farming No
7. Michael Huber 11/1/83 Farming No
8. Mike Shelton 8/12/83 Farming No
9. Jimmy Ricke 10/3/85 Farming $80 A No
10. Jimmy Ricke 6/30/83 Farming $50 No
11. C.O. Snider 8/4/83 Farming No
12. General Telephone Co. of Illinois 10/13/75 Underground cable No
<PAGE>
ASSET TRANSFER AGREEMENT
SCHEDULE 5.1(d)
Contracts
Name of Company Date of Contract Purpose Consent Required Consent Received
--------------- ---------------- ------- ---------------- ----------------
<C> <C> <C> <C> <C>
13. GTE North Incorporated 3/8/89 Communications No
systems
14. Village of Donnellson 1/11/78 Water main No
<PAGE>
ASSET TRANSFER AGREEMENT
SCHEDULE 5.1(d)
Contracts
Coffeen - Easements
Name of Grantor Date of Easement Purpose Consent Required Consent Received
<C> <C> <C> <C> <C>
1. Consolidated Coal Company 9/9/83 Two sets of tracks No
2. Illinois Power Company 4/28/70 Partial Assignment No
of Easement
3. Illinois Power Company 4/28/70 Assignment of No
Easement
4. The New York Chicago and 7/16/63 Construction of dam No
St. Louis Railroad Company inundated lands
5. Consolidation Coal Company 9/26/63 Roadway easement No
6. Consolidation Coal Company 6/26/63 Use of shoreline No
7. Consolidation Coal Company 5/2/63 Subordinate surface No
rights; waive claims
8. McCartin & McAuliffe 11/6/63 Assignment of No
Mechanical Contractor, Inc. Waterline Easement
9. Consolidation Coal Company 8/8/68 Electric transmission line No
<PAGE>
ASSET TRANSFER AGREEMENT
SCHEDULE 5.1(d)
Contracts
Coffeen - Easements
Name of Grantor Date of Easement Purpose Consent Required Consent Received
<C> <C> <C> <C> <C>
10. Andrew P. Duncan, Dan A. 11/4/83 Roadway No
& Sophia L. Duncan
11. Illinois Power Company 6/18/80 Electric transmission line No
12. Illinois Power Company 7/23/69 Electric transmission line No
13. Illinois Power Company 8/23/66 Electric transmission line No
14. Illinois Power Company 7/7/65 Electric transmission line No
15. General Telephone Company 4/23/73 Communications lines No
16. People of the State of Illinois 5/27/75 Road Dedication No
17. Consolidation Coal Company 5/3/77 Roadway No
18. Montgomery County Water 8/24/99 Waterline No
Co., Inc.
<PAGE>
ASSET TRANSFER AGREEMENT
SCHEDULE 5.1(d)
Contracts
Coffeen - Easements
Name of Grantor Date of Easement Purpose Consent Required Consent Received
<C> <C> <C> <C> <C>
19. Montgomery County Water 6/1/99 Waterline No.
20. City of Coffeen 5/13/83 Waterline No
Agreements
Name of Company Date of Agreement Purpose Consent Required Consent Received
<C> <C> <C> <C> <C>
1. State of Illinois acting by and 7/2/86 Conservation & public No
Through the Dept. of Conservation recreation
(n/k/a IL Dept. of Natural Resources)
Amended 9/30/88 Extend area of leased No
Premises
Amended 11/11/89 Extend area of leased No
Premises
Amended 6/11/91 Extend area of leased No
Premises
Amended 9/12/91 Extend area of leased No
Premises
ASSET TRANSFER AGREEMENT
SCHEDULE 5.1(d)
Contracts
Agreements
Name of Company Date of Agreement Purpose Consent Required Consent Received
<C> <C> <C> <C> <C>
Amendment #4 10/1/95 Procedure for modifications No
Annual Mgmt Agreement
Amendment #5 8/20/96 Construct boat dock; extend No
Expiration date to 6/30/2021
Amendment #6 6/30/97 Termination considerations No
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ASSET TRANSFER AGREEMENT
SCHEDULE 5.1(d)
Contracts
Grand Tower - Licenses
Name of Company Date of Agreement Purpose Consent Required Consent Received
<S> <C> <C> <C> <C>
1. Arthur Ward 8/10/92 Mowing No
2. Gary Hileman 12/20/88 Farming $150A No
Easements
Name of Company Date of Agreement Purpose Consent Required Consent Received
<C> <C> <C> <C> <C>
1. Illinois Commercial Telephone Co. 7/5/39 Telephone cable poles No
2. Illinois Commercial Telephone Co. 3/16/44 Telephone system No
3. Texas Illinois Natural Gas 4/23/51 Three pipelines No
Pipeline Company
4. Union Electric Company 5/20/70 Tower cables No
(easement and agreement)
5. People of the State of Illinois 8/14/64 Highway dedication No
<PAGE>
ASSET TRANSFER AGREEMENT
SCHEDULE 5.1(d)
Contracts
Name of Company Date of Agreement Purpose Consent Required Consent Received
<C> <C> <C> <C> <C>
1. Bunge Corporation 4/5/88 Ingress/egress No
2. Illinois Central Railroad Co. 1/9/50 Stop log closure structure No
3. Grand Tower Drainage 8/19/48 Levee No
and Levee District
(RW release/agreement)
Agreements
Name of Company Date of Agreement Purpose Consent Required Consent Received
1. The Illinois Central Railroad Co. 10/18/48 Spur track No
2. The Illinois Central Railroad Co. 6/10/55 Spur track No
3. The Illinois Central Railroad Co. 4/12/49 Spur track No
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ASSET TRANSFER AGREEMENT
SCHEDULE 5.1(d)
Contracts
Hutsonville - Licenses
Name of Licensee Date of License Purpose Consent Required Consent Received
<S> <C> <C> <C> <C> <C>
1. Daron Wampler and 1/27/98 10" waterline No
Duane Wampler
2. Byrl Mehler and Sons 12/5/96 Farming No
Easements
Name of Grantee Date of Easement Purpose Consent Required Consent Received
1. Hutsonville Telephone Co. 3/27/39 Telephone cable No
2. Town of Hutsonville 4/7/55 Highway No
3. Town of Hutsonville 1/30/62 Highway No
Leases
Name of Lessor Date of Lease Purpose Consent Required Consent Received
Betty J. Landrith 7/14/93 Storage $600 Mo. No
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ASSET TRANSFER AGREEMENT
SCHEDULE 5.1(d)
Contracts
Meredosia - Easements
Name of Grantee Date of Easement Purpose Consent Required Consent Received
<S> <C> <C> <C> <C>
1. People of the State of Illinois 12/8/41 Highway dedication No
2. Texas-Empire Pipe Line Co. 7/31/45 Pipeline No
3. W.R. Grace & Co. 8/8/61 Roadway terminal pipeline No
(Easement and Agreement)
Agreements
Name of Company Date of Agreement Purpose Consent Required Consent Received
1. Norfolk & Western Railway 6/12/58 Private grade crossing Yes
Company, f/k/a Wabash Railroad Co.
2. Norfolk & Western Railway 4/28/58 Private side track Yes
Company, f/k/a Wabash
Railroad Company
3. National Starch and Chemical 1/1/95 Railroad siding No
Corporation (Lease Agreement
CIPS Lessor)
4. Norfolk & Western Railway 2/7/42 Private side track No
Company, f/k/a Wabash Railroad Co.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ASSET TRANSFER AGREEMENT
SCHEDULE 5.1(d)
Contracts
Newton- Leases
Name of Lessee Date of Lease Purpose Consent Required ConsentReceived
<S> <C> <C> <C> <C>
1. Mike Fehrenbacher 3/1/98 IDOC Hunting Program No
2. Ronald Johnson 3/1/98 IDOC Hunting Program No
3. Harold Rauch 3/1/98 IDOC Hunting Program No
4. Jim Stewart 3/1/98 IDOC Hunting Program No
5. Jerry Sparks 3/1/98 IDOC Hunting Program No
6. Bud Schackman 3/1/98 IDOC Hunting Program No
7. Mike Elmore 12/1/98 Agricultural No
8. Kent Klier 12/1/98 Agricultural No
9. Ralph Emmerich 9/15/95 Agricultural No
10. Hetzer Farms, Inc. 9/15/95 Agricultural No
11. Rosa Bixter 9/15/95 Agricultural No
12. Lee Elmore 9/15/95 Agricultural No
<PAGE>
ASSET TRANSFER AGREEMENT
SCHEDULE 5.1(d)
Contracts
Name of Lessee Date of Lease Purpose Consent Required ConsentReceived
<C> <C> <C> <C> <C>
13. Bobby Story (2 leases) 9/15/95 Agricultural No
14. Kennedy Agri Corp. 10/13/95 Agricultural No
15. Walter Lambird 9/15/95 Agricultural No
16. Wendell Reed 9/15/95 Agricultural No
17. Jerry Sparks 10/17/95 Agricultural No
18. Wayne Sparks 9/15/95 Agricultural No
19. Kent Klier 9/15/95 Agricultural No
20. Paul Johnson 9/15/95 Agricultural No
21. Ronald Johnson 8/5/98 Crop share lease No
22. Harold Rauch 2/1/99 Crop share lease No
23. Jim Stewart 12/1/98 Crop share lease No
24. Jerry Sparks 3/12/98 Crop share lease No
<PAGE>
Name of Lessee Date of Lease Purpose Consent Required ConsentReceived
<C> <C> <C> <C> <C>
25. Bud Schackman 3/25/99 Crop share lease No
26. Mike Fehrenbacher 3/25/99 Crop share lease No
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ASSET TRANSFER AGREEMENT
SCHEDULE 5.1(d)
Contracts
Newton - Licenses
Name of Lessee Date of Lease Purpose Consent Required ConsentReceived
<S> <C> <C> <C> <C>
1. Willow Hill Grain, Inc. 10/20/97 Railroad trackage No
2. E. J. Water Corporation 6/24/92 Waterline No
3. General Telephone Company 10/3/75 UG cables No
4. Norris Electric Cooperative 6/12/89 Electric service No
Easements
Name of Grantee Date of Easement Purpose Consent Required Consent Received
1. E. J. Water Corporation 4/25/97 Waterline No
2. E. J. Water Corporation 3/27/97 Waterline No
3. Norris Electric Cooperative 8/10/76 Electric transmission No
4. Town of South Muddy 11/5/74 Roadway No
5. County of Jasper 11/5/74 Roadway No
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ASSET TRANSFER AGREEMENT
SCHEDULE 5.1(d)
Contracts
Agreements
Name of Company Date of Agreement Purpose Consent Required Consent Received
<S> <C> <C> <C> <C>
1. First National Bank, Mattoon, IL 3/15/73 Farm management No
2. First National Bank, Mattoon, IL 2/24/76 Farm management revised No
3. Norris Electric Cooperative 5/20/76 High side metering No
4. Norris Electric Cooperative 4/7/73 Line relocation No
5. Town of South Muddy 11/5/74 Roadway No
6. Illinois Dept. of Conservation 3/14/79 Public use of lake and property No
7. Illinois Dept. of Conservation 8/10/81 Add property amendment No
8. Illinois Dept. of Conservation 8/16/94 Create management agreement No
9. State of Illinois IDNR 8/5/98 Management agreement No
specific uses
10. Norris Electric Cooperative 2/8/75 Release right of way No
11. Edward E. Rue 12/10/81 Oil and gas lease No
<PAGE>
ASSET TRANSFER AGREEMENT
SCHEDULE 5.1(d)
Contracts
Agreements
12. Design Nine, Inc. 2/28/00 Engineering and related support No
services for design of railroad lead
track at Newton Plant
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
ASSET TRANSFER AGREEMENT
SCHEDULE 5.1(d)
Contracts
Pittsfield, Pike County, Illinois - Leases
Name of Lessor Date of Agreement Purpose Consent Required Consent Received
<S> <C> <C> <C> <C> <C>
1. Elmer Yakley 6/18/91 Compressed Air Energy No
Storage (CAES) Project
(NOW)
Karen Sue Puckett and
Karen Sue Puckett as Trustee
Of the Victor Callendar Trust
Number 2
</TABLE>
<PAGE>
ASSET TRANSFER AGREEMENT
SCHEDULE 5.1(d)
Purchase Orders
Coal Supply Agreements:
1. CIPS/Exxon agreement dated 1/1/00
2. Viking & Miller Creek PO#323270
3. Creek Paum PO#323287
Coal Transportation Agreements:
1. BNSF-C-12172 PRB to Sauget, UPRR in St. Louis or ICRR in Centralia
2. ILLCC-CNW-C-0052 Monterey #1 to Coffeen
3. STB-IC-8015-PRB coal to Newton
4. ICC-SOO-C-8909 Black Beauty coal to Newton
5. CPRS-C-134219 PRB coal Chicago to Newton
6. Truck transport Exxon to Meredosia PO#323298
7. Truck transport from Miller Creek and Viking mines PO#323294
8. ICC-CPRS-C-19320 Allowance contract
Other Agreements:
1. Transport Stonesand to Coffeen PO#310142
2. Stonesand for Coffeen PO#323229
3. CIPS NCUX Railcar Lease
4. CIPS NCUX Railcar Maintenance
5. Trans-Ash & Hutsonville Ash non-circumvention agreement effective
7/1/98
6. Trans-Ash & Hutsonville coal combustion product usage agreement
effective 1/1/99
7. CIPS/King Cut Slag sale & purchase agreement effective 2/1/96
8. Railcar inspection services PO#331905
<PAGE>
<TABLE>
<CAPTION>
Open CIPS Generation Blankets
As of 4/26/2000
Vendor PO# Exp. Date Description
<S> <C> <C> <C>
MONITOR LABS 83888 3/26/2001 MAINTENANCE OF CEM SYSTEMS - MEREDOSIA PLANT
UNITED SCIENCES INC 85009 12/31/2000 MAINTENANCE OF STOCK MONITORING EQUIPMENT-COFFEEN PLANT
SCOTT SPECIALTY GASES 85076 4/30/2002 CEM CALIBRATION GAS BOTTLES - MEREDOSIA PLANT
MIDWEST POTTYHOUSE 85081 12/31/2000 RENTAL OF PORTABLE REST ROOMS - GRAND TOWER PLANT
DAVIS CRANE SERVICE, INC 85082 12/31/2000 RENTAL OF CRANE & OPERATOR - GRAND TOWER PLANT
AR INDUSTRIES INC 85083 12/31/2000 REBUILD PULVERIZER PARTS - GRAND TOWER PLANT
RID-ALL PEST CONTROL CO 85084 12/31/2000 PEST CONTROL SERVICES - MEREDOSIA PLANT
WESTINGHOUSE ELECTRIC CO 85086 12/31/2000 PARTS & SERVICE - COFFEEN PLANT
LINDAHL MARINE 85087 12/31/2000 DIVERS & EQUIPMENT - COFFEEN PLANT
BETZ DEARBORN INC. 85090 12/31/2000 BETZ POWERLINE 3202A - COFFEEN PLANT
CHICAGO UNDERWATER INC. 85091 12/31/2002 DIVING SERVICE - GRAND TOWER PLANT
PUTNAM WRIGHT FORD MERC 85093 12/31/2000 EMERGENCY PARTS - COFFEEN PLANT
BRAD RAGAN INC 85094 12/31/2000 TIRE REPAIR - COFFEEN PLANT
SAFETY KLEEN 85095 3/25/2000 PARTS WASHER MACHINE SERVICE - MEREDOSIA PLANT
RP LUMBER 85139 12/31/2000 HARDWARE SUPPLIES - COFFEEN PLANT
BODYCOTE INDUSTRIAL 85141 12/31/2000 ASBESTOS TESTING - COFFEEN PLANT
UNITED SCIENCES INC 85142 12/31/2000 TELEPHONE SUPPORT MAINTENANCE - COFFEEN PLANT
FABICK MACHINERY COMPANY 85143 12/31/2000 MAINTENANCE OF MOBILE EQUIPMENT - GRAND TOWER PLANT
CAPE PAINT AND GLASS INC 85145 1/31/2002 BUILDING SUPPLIES - GRAND TOWER PLANT
KELLERS STORE 85149 12/31/2000 MISC. SUPPLIES - GRAND TOWER PLANT
MONITOR LABS 85151 12/31/2000 MAINTENANCE OF EMISSIONS MONITORING SYSTEM - GRAND TOWER
MONITOR LABS 85152 12/31/2000 MAINTENANCE OF STACK MONITORING EQUIPMENT - COFFEEN
UNITED SCIENCES INC 85153 12/31/2000 MAINTENANCE OF EMISSIONS MONITORING SYSTEM - GRAND TOWER
OIL FILTER RECYCLERS OF 85154 12/31/2000 SERVICE OIL FILTER RECYCLING CONTAINERS - COFFEEN
SCOTT SPECIALTY GASES 85155 12/31/2000 CEM CALIBRATION GAS BOTTLES - COFFEEN PLANT
MONITOR LABS 85156 12/31/2000 MAINTENANCE OF STACK MONITORING EQUIPMENT - COFFEEN
PROFESSIONAL VEGETATION 85157 12/31/2000 VEGETATION CONTROL ON RECYCLE POND - COFFEEN PLANT
SAFETY- KLEEN CORPORATION 85158 3/01/2001 SERVICE ON PARTS CLEANERS - COFFEEN PLANT
SAFETY- KLEEN CORPORATION 85159 3/01/2001 HAZARDOUS WASTE REMOVAL - COFFEEN PLANT
WHITE AND BREWER CONST 85160 12/31/2000 RENTAL OF ROAD GRADER - COFFEEN PLANT
OTIS ELEVATOR COMPANY 85162 12/31/2000 ELEVATOR MAINTENANCE - COFFEEN PLANT
WHITE AND BREWER CONST 85163 12/31/2001 BELTS & HOSES - COFFEEN PLANT
JONES CHEMICAL INC. 85165 12/31/2000 CHLORINE - COFFEEN PLANT
MISSISSIPPI LIME CO 85166 12/31/2000 LIME - GRAND TOWER PLANT
<PAGE>
Open CIPS Generation Blankets
As of 4/26/2000
Vendor PO# Exp. Date Description
<S> <C> <C> <C>
G S ROBINS & CO 85167 12/31/2000 GRANULAR CALCIUM HYPROCHLORITE - COFFEEN PLANT
EPICOR INCORPORATED 85169 12/31/2000 BENTONITE 1150 - COFFEEN PLANT
CALGON CORPORATION 85170 12/31/2000 CATFLOC TL POLYMER - COFFEEN PLANT
BETZ DEARBORN INC. 85171 12/31/2000 CATIONIC POLYMER - COFFEEN PLANT
EAST ALTON SUPPLY CO 85175 12/31/2000 EMERGENCY SUPPLIES - COFFEEN PLANT
PIONEER OIL CO 85176 12/31/2000 LUBRICANTS - COFFEEN PLANT
BEARING HEADQUARTERS CO 85177 12/31/2000 EMERGENCY PARTS - COFFEEN PLANT
AIR LIQUIDE AMERICA COR 85178 12/31/2000 REFILLING OF CARBON DIOXIDE TANKS - COFFEEN PLANT
ERB EQUIPMENT CO OF IL 85180 12/31/2000 PARTS FOR JOHN DEERE EQUIPMENT - COFFEEN PLANT
ALTORFER INC 85183 12/31/2000 MAINTENANCE OF COAL MOVING EQUIPMENT - COFFEEN PLANT
ILLINOIS BEARING COMPANY 85184 12/31/2000 EMERGENCY PARTS - COFFEEN PLANT
BODINE ELECTRIC OF SPRI 85185 12/31/2000 SMALL ELECTRIC MOTORS & REPAIRS - COFFEEN PLANT
DECATUR INDUSTRIAL ELEC 85186 12/31/2000 SMALL ELECTRIC MOTORS & REPAIRS - COFFEEN PLANT
TRIANGLE INSULATION CO 85187 12/31/2000 INSULATION & SUPPLIES - COFFEEN PLANT
HILLSBORO TIRE & AUTO 85188 12/31/2000 TIRE REPAIRS - COFFEEN PLANT
LAMAR LIPE 85190 12/31/2000 TIRE REPAIRS - COFFEEN PLANT
KEITH WHITE SANITATION 85191 12/31/2000 CLEANING OF WASTE HOLDING TANK - COFFEEN PLANT
ALIMAK ELEVATOR COMPANY 85192 12/31/2002 ELEVATOR MAINTENANCE - GRAND TOWER PLANT
ALIMAK ELEVATOR COMPANY 85193 12/31/2000 ELEVATOR INSPECTIONS - COFFEEN PLANT
BURNS & MCDONNELL 85195 12/31/2000 STACK TESTING - COFFEEN PLANT
BURNS & MCDONNELL 85196 12/31/2000 STACK TESTING - GRAND TOWER PLANT
PHILLIPS GETSCHOW COMPANY 85218 12/31/2000 MAINTENANCE WORK - AMEREN CIPS
PERSONAL VEGETATION 85219 12/31/2000 VEGETATION CONTROL - AMEREN CIPS POWER PLANTS
TRI-CHEM 85220 08/01/2001 ASBESTOS ABATEMENT - AMEREN CIPS
R T W INDUSTRIAL MAINTENANCE 85227 12/31/2001 FURNISH/INSTALL REFRACTORY IN 2 CYCLONE BOILERS - COFFEEN
J & S COMPANIES INC 85228 12/31/2001 INSULATION WORK - COFFEEN
NEW AGE FASTENERS 85230 12/31/2001 BOILER STUD WELDING - COFFEEN POWER STATION
HICKS OIL COMPANY 85289 1/31/2001 OIL & VARIOUS LUBRICANTS - MEREDOSIA PLANT
VANDEVANER ENGINEERING CO INC 85291 3/31/2002 MAINTENANCE FOR FLYGT PUMPS - NEWTON
UNITED SCIENCES INC 85368 12/31/2001 OPACITY MONITORING SERVICE -MEREDOSIA PLANT
MONTGOMERY ELEVATOR CO 85369 12/31/2001 ELEVATOR SERVICE - MEREDOSIA PLANT
FUELLGRAF ELECTRIC CO 85370 12/31/2001 STACK LIGHTING SERVICE - MEREDOSIA PLANT
ALIMAK ELEVATOR COMPANY 85371 12/31/2001 STACK ELEVATOR SERVICE - MEREDOSIA PLANT
BURNS & MCDONNELL 85372 12/31/2000 RATA STACK TESTING - COFFEEN
<PAGE>
Open CIPS Generation Blankets
As of 4/26/2000
Vendor PO# Exp. Date Description
<S> <C> <C> <C>
WILKERSON RAIL TRANSFER INC 85384 12/31/2000 CLEANING OF TRACKS & ASSOCIATED SWITCHES - COFFEEN
LUEBBERS WELDING & MANUFACTURING INC 85388 12/31/2000 FABRICATION SERVICES - COFFEEN PLANT
THERMAL SOLUTIONS INC 85394 9/30/2001 CYCLONE REFACTORY CURING & STRESS RELIEVING - COFFEEN
VADAKIN 85395 9/14/2001 BOILER CYCLONE CLEANING - COFFEEN
G S ROBINS & CO 85435 12/31/2000 AQUA AMONIA - COFFEEN PLANT
AIR PRODUCTS & CHEMICALS INC 85438 12/31/2001 OIL PUMPED NITROGEN - COFFEEN PLANT
ROYER OIL CO INC 85440 12/31/2000 GASOLINE FOR COFFEEN PLANT
ROYER OIL CO INC 85441 12/31/2000 KEROSINE, #1 FUEL OIL & AMOSOL SOLVENT - COFFEEN
ILL-MO WELDING PRODUCTS 85442 12/31/2000 OXYGEN, ACETYLENE & HYDROGEN - COFFEEN
A B B C-E SERVICES 85453 12/31/2003 ABB SPARE PARTS - NEWTON PLANT
ALTORFER INC 85464 2/15/2001 CATERPILLER N/S PARTS & REPAIRS - MEREDOSIA PLANT
SPIDER STAGING SALES CO 85466 12/31/2000 INSPECTION & REPAIR OF SPIDERS - COFFEEN
ILL-MO WELDING PRODUCTS 85467 12/31/2000 ILL-MO WELDING PRODUCTS
SIEMENS WESTINGHOUSE POWER CORP 85469 12/31/2000 TURBINE/GENERATOR REPAIR/ENGINEEERING SERVICE - GRAND TOWER
OVERHEAD DOOR CO OF SOUTHEAST MO 85471 12/31/2000 OVERHEAD DOOR REPAIR - GRAND TOWER
HYDRO CHEM INDUSTRIAL SERVICES 85477 12/31/2000 BRINE TREATING DEMINERALIZER ANION RESIN - COFFEEN
RENEW/D P S 85487 1/31/2001 ON-SITE MISC. VALVE REPAIR - GRAND TOWER
ENTEK IRD INTERNATIONAL 85499 2/18/2001 SUPPORT AGREEMENT FOR ENTEK VIBRATION ANALYZER - COFFEEN
ENVOTECK ILLINOIS LLC 85579 12/31/2000 SANITARY WASTE PROCESSING - COFFEEN
MONITOR LABS INC DBA UNITED SCIENCES INC 85632 3/7/2001 MAINTENANCE OF GAS MONITORING SYSTEM
MONITOR LABS INC DBA UNITED SCIENCES INC 85633 3/31/2001 SERVICE AGREEMENT FOR CEMS - MEREDOSIA
RID-ALL PEST CONTROL CO 85731 1/31/2002 PEST CONTROL SERVICES - MEREDOSIA
IKON OFFICE SOLUTIONS/MIREX CORP 85745 10/31/2003 MAINTENANCE OF CANON COPIER - NEWTON POWER STATION
GARELLA PEST MANAGEMENT INC 85748 12/31/2001 PEST CONTROL SERVICES - COFFEEN PLANT
MARTIN RESOURCES INC 85815 12/31/2002 BAGGED AND BULK SULFUR - NEWTON
SHANNAHAN CRANE & HOIST REPAIR 85860 8/31/2002 CRANE INSPECTION - COFFEEN
SHANNAHAN CRANE & HOIST REPAIR SERVICE 85862 12/31/2002 INSPECTON AND CRANE REPAIRS - NEWTON
ST LOUIS TESTING LABORATORIES INC 85903 3/31/2001 RADIOGRAPHIC SERVICES - GRAND TOWER
FLANDERS ELECTRIC MOTOR SERVICES 85946 12/31/2002 MOTOR /REPLACEMENT FOR SMALL (50 HP & LESS) MOTORS - NEWTON
MUNGER COMPANY INC 86023 1/31/2003 NON-STOCK FISHER SPARE PARTS - NEWTON ONLY
PIRANHA EXPLOSIVE SERVICES INC 86044 2/28/2003 EXPLOSIVE BOILER DESLAGGING SERVICES - NEWTON
TRI STATE INDUSTRIAL SERVICES 86045 2/28/2003 BOILER CLEANING - NEWTON
A B B COMBUSTION ENGINEERING 86046 12/31/2000 FIELD ENGINEERING SERVICES - CIPS PLANTS
POWER TECHNIQUES 86049 12/31/2002 COAL CONVEYOR MAINTENANCE - NEWTON
</TABLE>
<PAGE>
ASSET TRANSFER AGREEMENT
SCHEDULE 5.1(d)
Purchase Orders
Listing of Assigned Purchase Orders.
<PAGE>
ASSET TRANSFER AGREEMENT
SCHEDULE 5.1(e)
ENVIRONMENTAL MATTERS
Coffeen Power Station
Coffeen Landfill Permit #1996-393-LF Site # 1358030005
Coffeen Underground Injection Control Permit Application, Log # 1998-389
NPDES Permit No. IL 0000108
Sludge Removal Permit No. 1998-EP-0967
Air Quality Permits:
730200002 Steam Generating Unit CB-1
730200001 Steam Generating Unit CB-2
91080029 Auxiliary Boiler CB-Aux-1
73031988 Coal Handling and Organic Liquids Storage
78060066 Fly Ash Silo
82100052 Storage Silo
99060047 CB-2 Over-Fire Air System
Coffeen CAAPP Application
Coffeen Phase II Permit
Newton Power Station
Newton Landfill (closed) Permit No. 1995-453-LMF Facility No. 0798080002
Newton Landfill (active) Permit No. 1997-233-LF Facility No. 0798085001
NPDES Permit No. IL 0049191
Sludge Removal Permit No. 1997-EP-3880
Air Quality Permits:
78080036 Steam Generating Unit NB-1
83020010 Steam Generating Unit NB-2
79020027 Upgraded Coal Handling System
77060001 Newton Storage Tanks
79070035 Lime and Soda Ash Handling Equipment
79070034 Fly Ash Dust Collector
99070011 Car Dumper Dust Collector
Newton CAAPP Application
Newton Phase II Permit
<PAGE>
Meredosia Power Station
NPDES Permit No. IL 0000116
Sludge Removal Permit No. 1997-EP-0282
Air Quality Permits:
73020005 Steam Generating Unit MB-1
73020009 Steam Generating Unit MB-2
73020008 Steam Generating Unit MB-3
73020006 Steam Generating Unit MB-4
73020007 Steam Generating Unit MB-5
75050052 Steam Generating Unit MB-6
73031936 Coal Handling and Oil Storage Facility
75050052 Fuel Oil Storage Tanks
Meredosia CAAPP Application
Meredosia Phase II Permit
Oil Pollution Act Facility Response Plan - USEPA No. 0500171
- US Coast Guard No. 041
Hutsonville Power Station
NPDES Permit No. IL 0004120
Operating Permit No. 1995-EP-3523
Sludge Removal Permit No. 1995-EP-4507
Air Quality Permits:
73020017 Steam Generating Unit HB-5
73020018 Steam Generating Unit HB-6
73031933 Coal Handling/Oil Storage/Diesel Generator
Hutsonville CAAPP Application
Hutsonville Phase II Permit
Grand Tower Power Station
NPDES Permit No. IL 0000124
Sludge Removal Permit No. 1994-EP-0745
Air Quality Permits:
73020010 Steam Generating Unit GB-7
73020011 Steam Generating Unit GB-8
73020012 Steam Generating Unit GB-9
73031937 Coal Handling/Oil Tanks/Fly Ash Silos
99080101 Combustion Turbine Permit
Grand Tower CAAPP Application
Grand Tower Phase II Permit
<PAGE>
Miscellaneous
Illinois Radioactive Materials License Number IL-01228-01 Amendment No. 7
B9904079 Open Burning Permit (Coffeen, Newton, Meredosia, Hutsonville, Grand
Tower)
<PAGE>
{CIPS LETTERHEAD}
April 10, 2000
Office of State Fire Marshal
Division of Boiler & Pressure Vessel Safety
Attention: Dr. David A. Douin
Superintendent
Boiler & Vessel Safety
1035 Stevenson Drive
Springfield, IL 62703-4259
Subject: Transfer of Ownership of Boilers & Pressure Vessels
Dear Sir:
Effective May 1, 2000, the Central Illinois Public Service Company, a
wholly-owned subsidiary of Ameren Corporation, will transfer ownership of its
power stations to a new company, Ameren Energy Generating Company, also a
wholly-owned subsidiary of Ameren Corporation.
Please find enclosed with this letter a listing of all boilers and pressure
vessels to be transferred to Ameren Energy Generating Company. All other
information, billing address, etc. shall remain the same.
Please contact me should you have any questions or comments, or, if additional
information is required.
Sincerely,
Randall S. Funk
Boiler Engineer
(217) 535-5288
[email protected]
Encl.
cc: J. L. Simpson
Plant Managers
Ron Evans
C. R. Inman
Gary Babb, HSB
Jim Calder, HSB
<PAGE>
Location Object #
Coffeen B0033084
Coffeen B0046348
Coffeen B0066858
Coffeen B0071408
Coffeen U0175897
Coffeen U0181382
Coffeen U0181383
Coffeen U0181385
Coffeen U0181386
Coffeen U0181387
Coffeen U0181389
Coffeen U0181390
Coffeen U0181392
Coffeen U0181394
Coffeen U0181395
Coffeen U0181397
Coffeen U0181398
Coffeen U0181399
Coffeen U0181400
Coffeen U0181401
Coffeen U0181402
Coffeen U0181403
Coffeen U0181404
Coffeen U0181476
Coffeen U0181540
Coffeen U0181562
Coffeen U0181563
Coffeen U0206477
Coffeen U0214488
Coffeen U0214489
Coffeen U0214489 Unit #2
Coffeen U0214490
Coffeen U0214491
Coffeen U0214492
Coffeen U0214757
Coffeen U0214758
Coffeen U0214759
Coffeen U0216763
Coffeen U0222175
Coffeen U0222176
Coffeen U0226148
Coffeen U0229120
Coffeen U0229121
Coffeen U0242059
Coffeen U0242080
Coffeen U0242081
Coffeen U0181387
<PAGE>
Location Object #
Grand Tower B0009140
Grand Tower B0029081
Grand Tower B0030829
Grand Tower U0175260
Grand Tower U0175261
Grand Tower U0175264
Grand Tower U0175265
Grand Tower U0175267
Grand Tower U0175271
Grand Tower U0175272
Grand Tower U0175273
Grand Tower U0175278
Grand Tower U0189728
Grand Tower U0222156
Grand Tower U0222157
Grand Tower U0222158
Grand Tower U0222159
Grand Tower U0222171
Grand Tower U0222172
Grand Tower B0075938
Hutsonville B0007590
Hutsonville B0029548
Hutsonville U0175672
Hutsonville U0175677
Hutsonville U0175678
Hutsonville U0175679
Hutsonville U0175680
Hutsonville U0175681
Hutsonville U0175682
Hutsonville U0175702
Hutsonville U0175703
Hutsonville U0175706
Hutsonville U0175879
Hutsonville U0197057
Hutsonville U0206381
Hutsonville U0214729
Hutsonville U0216722
Hutsonville U0222173
Hutsonville U0102771
Hutsonville U0102772
Hutsonville U0229182
Meredosia B0008871
Meredosia B0008872
Meredosia B0008873
Meredosia B0008874
Meredosia B0033248
Meredosia B0071357
<PAGE>
Location Object #
Meredosia B0095611
Meredosia U0181564
Meredosia U0181565
Meredosia U0181571
Meredosia U0181572
Meredosia U0181573
Meredosia U0181574
Meredosia U0248155
Meredosia U0248156
Meredosia U0181580
Meredosia U0181582
Meredosia U0181583
Meredosia U0181584
Meredosia U0181585
Meredosia U0181587
Meredosia U0181588
Meredosia U0181589
Meredosia U0181590
Meredosia U0181591
Meredosia U0181592
Meredosia U0181593
Meredosia U0181594
Meredosia U0181597
Meredosia U0181598
Meredosia U0181599
Meredosia U0184061
Meredosia U0184062
Meredosia U0184063
Meredosia U0184064
Meredosia U0184065
Meredosia U0184066
Meredosia U0184067
Meredosia U0184068
Meredosia U0184070
Meredosia U0184071
Meredosia U0214664
Meredosia U0214680
Meredosia U0214880
Meredosia U0214881
Meredosia U0226166
Meredosia U0226167
Meredosia U0230755
Meredosia U0230756
Meredosia U0230758
Meredosia U0239016
Meredosia U0239017
Meredosia U0181593
<PAGE>
Location Object #
Newton B0014647
Newton B0017075
Newton B0058145
Newton U0184298
Newton U0184299
Newton U0184300
Newton U0184301
Newton U0184302
Newton U0184303
Newton U0184304
Newton U0184305
Newton U0184307
Newton U0184308
Newton U0184309
Newton U0184310
Newton U0184311
Newton U0184312
Newton U0184313
Newton U0184314
Newton U0189477
Newton U0189478
Newton U0189479
Newton U0189480
Newton U0189481
Newton U0189482
Newton U0189483
Newton U0189484
Newton U0189485
Newton U0189486
Newton U0203144
Newton U0203146
Newton U0203147
Newton U0203148
Newton U0203149
Newton U0203150
Newton U0203151
Newton U0203152
Newton U0203153
Newton U0203154
Newton U0203155
Newton U0206377
Newton U0206378
Newton U0206379
Newton U0206380
Newton U0214535
Newton U0214536
Newton U0214537
<PAGE>
Location Object #
Newton U0214538
Newton U0214671
Newton U0214676
Newton U0214677
Newton U0214678
Newton U0214679
Newton U0216720
Newton U0216721
Newton U0230744
Newton U0230757
