Exhibit 10.2

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                      FIVE-YEAR REVOLVING CREDIT AGREEMENT

                            DATED AS OF JULY 14, 2004


                                      among

                               AMEREN CORPORATION,

                  THE LENDERS FROM TIME TO TIME PARTIES HERETO

                                       and

                              JPMORGAN CHASE BANK,
                             as Administrative Agent

                                       and


                               BARCLAYS BANK PLC,
                              as Syndication Agent

                              THE BANK OF NEW YORK,
                     THE BANK OF TOKYO MITSUBISHI, LTD. and
                      WACHOVIA BANK, NATIONAL ASSOCIATION,
                           as Co-Documentation Agents

              =====================================================
                           J.P. MORGAN SECURITIES INC.
                                       and

                                BARCLAYS CAPITAL,
                       AS JOINT ARRANGERS AND BOOKRUNNERS
  =============================================================================

<PAGE>
<TABLE>
<CAPTION>

                               TABLE OF CONTENTS
   <S>  <C>      <C> <C>                                                                            <C>
    ARTICLE I         DEFINITIONS....................................................................1

         1.1.     Certain Defined Terms..............................................................1
         1.2.     Plural Forms......................................................................17

    ARTICLE II        THE CREDITS...................................................................17

         2.1.     Commitment........................................................................17
         2.2.     Required Payments; Termination....................................................17
         2.3.     Loans.............................................................................18
         2.4.     Competitive Bid Procedure.........................................................18
         2.5.     Swingline Loans...................................................................20
         2.6.     Letters of Credit.................................................................21
         2.7.     Types of Advances.................................................................25
         2.8.     Facility Fee; Letter of Credit Fees; Reductions in Aggregate Commitment...........25
         2.9.     Minimum Amount of Each Advance....................................................26
         2.10.    Optional Principal Payments.......................................................26
         2.11.    Method of Selecting Types and Interest Periods for New Revolving
                  Advances..........................................................................26
         2.12.    Conversion and Continuation of Outstanding Revolving Advances; No
                  Conversion or Continuation of Revolving Eurodollar Advances After
                  Default...........................................................................27
         2.13.    Changes in Interest Rate, etc.....................................................27
         2.14.    Rates Applicable After Default....................................................28
         2.15.    Funding of Loans; Method of Payment...............................................28
         2.16.    Noteless Agreement; Evidence of Indebtedness......................................28
         2.17.    Telephonic Notices................................................................29
         2.18.    Interest Payment Dates; Interest and Fee Basis....................................29
         2.19.    Notification of Advances, Interest Rates, Prepayments and Commitment
                  Reductions; Availability of Loans.................................................30
         2.20.    Lending Installations.............................................................30
         2.21.    Non-Receipt of Funds by the Agent.................................................30
         2.22.    Replacement of Lender.............................................................31

    ARTICLE III       YIELD PROTECTION; TAXES.......................................................31

         3.1.     Yield Protection..................................................................31
         3.2.     Changes in Capital Adequacy Regulations...........................................32
         3.3.     Availability of Types of Advances.................................................33
         3.4.     Funding Indemnification...........................................................33
         3.5.     Taxes.............................................................................33
         3.6.     Lender Statements; Survival of Indemnity..........................................35
         3.7.     Alternative Lending Installation..................................................35

    ARTICLE IV        CONDITIONS PRECEDENT..........................................................36

         4.1.     Initial Credit Extension..........................................................36

                                       i
<PAGE>

         4.2.     Each Credit Extension.............................................................37

    ARTICLE V         REPRESENTATIONS AND WARRANTIES................................................38

         5.1.     Existence and Standing............................................................38
         5.2.     Authorization and Validity........................................................38
         5.3.     No Conflict; Government Consent...................................................38
         5.4.     Financial Statements..............................................................39
         5.5.     Material Adverse Change...........................................................39
         5.6.     Taxes.............................................................................39
         5.7.     Litigation and Contingent Obligations.............................................39
         5.8.     Subsidiaries......................................................................40
         5.9.     ERISA.............................................................................40
         5.10.    Accuracy of Information...........................................................40
         5.11.    Regulation U......................................................................40
         5.12.    Material Agreements...............................................................40
         5.13.    Compliance With Laws..............................................................40
         5.14.    Ownership of Properties...........................................................41
         5.15.    Plan Assets; Prohibited Transactions..............................................41
         5.16.    Environmental Matters.............................................................41
         5.17.    Investment Company Act............................................................41
         5.18.    Public Utility Holding Company Act; Securities and Exchange
                  Commission Authorization..........................................................41
         5.19.    Insurance.........................................................................42
         5.20.    No Default or Unmatured Default...................................................42

    ARTICLE VI        COVENANTS.....................................................................42

         6.1.     Financial Reporting...............................................................42
         6.2.     Use of Proceeds and Letters of Credit.............................................43
         6.3.     Notice of Default.................................................................43
         6.4.     Conduct of Business...............................................................43
         6.5.     Taxes.............................................................................44
         6.6.     Insurance.........................................................................44
         6.7.     Compliance with Laws; Securities and Exchange Commission
                  Authorization.....................................................................44
         6.8.     Maintenance of Properties.........................................................44
         6.9.     Inspection; Keeping of Books and Records..........................................44
         6.10.    Merger............................................................................45
         6.11.    Sale of Assets....................................................................45
         6.12.    Indebtedness of Project Finance Subsidiaries, Investments in Project
                  Finance Subsidiaries; Acquisitions................................................46
         6.13.    Liens.............................................................................46
         6.14.    Affiliates........................................................................48
         6.15.    Financial Contracts...............................................................48
         6.16.    Subsidiary Covenants..............................................................48
         6.17.    Leverage Ratio....................................................................49

                                       ii
<PAGE>


    ARTICLE VII       DEFAULTS......................................................................49

    ARTICLE VIII      ACCELERATION, WAIVERS, AMENDMENTS AND REMEDIES................................51

         8.1.     Acceleration......................................................................51
         8.2.     Amendments........................................................................52
         8.3.     Preservation of Rights............................................................53

    ARTICLE IX        GENERAL PROVISIONS............................................................53

         9.1.     Survival of Representations.......................................................53
         9.2.     Governmental Regulation...........................................................53
         9.3.     Headings..........................................................................53
         9.4.     Entire Agreement..................................................................53
         9.5.     Several Obligations; Benefits of this Agreement...................................53
         9.6.     Expenses; Indemnification.........................................................54
         9.7.     Numbers of Documents..............................................................55
         9.8.     Accounting........................................................................55
         9.9.     Severability of Provisions........................................................55
         9.10.    Nonliability......................................................................55
         9.11.    Confidentiality...................................................................56
         9.12.    Lenders Not Utilizing Plan Assets.................................................56
         9.13.    Nonreliance.......................................................................56
         9.14.    Disclosure........................................................................56
         9.15.    USA Patriot Act...................................................................56

    ARTICLE X         THE AGENT.....................................................................57

         10.1.    Appointment; Nature of Relationship...............................................57
         10.2.    Powers............................................................................57
         10.3.    General Immunity..................................................................57
         10.4.    No Responsibility for Loans, Recitals, etc........................................57
         10.5.    Action on Instructions of Lenders.................................................58
         10.6.    Employment of Agents and Counsel..................................................58
         10.7.    Reliance on Documents; Counsel....................................................58
         10.8.    Agent's Reimbursement and Indemnification.........................................58
         10.9.    Notice of Default.................................................................59
         10.10.   Rights as a Lender................................................................59
         10.11.   Independent Credit Decision.......................................................59
         10.12.   Successor Agent...................................................................60
         10.13.   Agent and Arranger Fees...........................................................60
         10.14.   Delegation to Affiliates..........................................................60
         10.15.   Syndication Agent and Documentation Agents........................................60

    ARTICLE XI        SETOFF; RATABLE PAYMENTS......................................................61

         11.1.    Setoff............................................................................61
         11.2.    Ratable Payments..................................................................61


                                      iii

<PAGE>

    ARTICLE XII       BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS.............................61

         12.1.    Successors and Assigns; Designated Lenders........................................61
         12.2.    Participations....................................................................63
         12.3.    Assignments.......................................................................64
         12.4.    Dissemination of Information......................................................66
         12.5.    Tax Certifications................................................................66

    ARTICLE XIII      NOTICES.......................................................................66

         13.1.    Notices...........................................................................66
         13.2.    Change of Address.................................................................67

    ARTICLE XIV       COUNTERPARTS..................................................................67

    ARTICLE XV        CHOICE OF LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL..................67

    ARTICLE XVI       TERMINATION OF EXISTING CREDIT AGREEMENTS;
                      WAIVER OF CERTAIN PROVISIONS UNDER THE EXISTING
                      CREDIT AGREEMENTS.............................................................68


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<PAGE>

                                    SCHEDULES
                                    ---------

Commitment Schedule

Pricing Schedule

Schedule 1    -    Subsidiaries

Schedule 2    -    Liens

Schedule 3    -    Restrictive Agreements


                                    EXHIBITS
                                    --------

Exhibit A     -    Form of Borrower's Counsel's Opinions

Exhibit B     -    Form of Compliance Certificate

Exhibit C     -    Form of Assignment and Assumption Agreement

Exhibit D     -    Form of Loan/Credit Related Money Transfer Instruction

Exhibit E     -    Form of Promissory Note (if requested)

Exhibit F     -    Form of Designation Agreement


                                       v
<PAGE>

                      FIVE-YEAR REVOLVING CREDIT AGREEMENT

     This Five-Year  Revolving Credit  Agreement,  dated as of July 14, 2004, is
entered  into by and among  Ameren  Corporation,  a  Missouri  corporation,  the
Lenders and JPMorgan  Chase Bank as  Administrative  Agent.  The parties  hereto
agree as follows:

                                   ARTICLE I

                                   DEFINITIONS

     1.1. Certain Defined Terms. As used in this Agreement:

     "Accounting Changes" is defined in Section 9.8 hereof.

     "Acquisition" means any transaction, or any series of related transactions,
consummated  on or after the Closing  Date,  by which the Borrower or any of its
Subsidiaries (i) acquires any going business or all or substantially  all of the
assets of any firm,  corporation  or  limited  liability  company,  or  division
thereof,  whether  through  purchase  of  assets,  merger or  otherwise  or (ii)
directly  or  indirectly  acquires  (in one  transaction  or as the most  recent
transaction  in a series of  transactions)  at least a  majority  (in  number of
votes) of the securities of a corporation  which have ordinary  voting power for
the  election  of  directors  (other than  securities  having such power only by
reason of the happening of a contingency) or a majority (by percentage of voting
power) of the  outstanding  ownership  interests  of a  partnership  or  limited
liability company of any Person.

     "Administrative  Questionnaire" means an Administrative  Questionnaire in a
form supplied by the Agent.

     "Advance"  means (a) Revolving Loans (i) made by some or all of the Lenders
on the same  Borrowing Date or (ii) converted or continued by the Lenders on the
same date of  conversion  or  continuation,  consisting,  in either case, of the
aggregate  amount of the  several  Revolving  Loans of the same Type and, in the
case of Eurodollar  Loans, for the same Interest Period,  (b) a Competitive Loan
or group of  Competitive  Loans of the same type made on the same date and as to
which a single Interest Period is in effect or (c) a Swingline Loan.

     "Affiliate"  of any Person  means any other Person  directly or  indirectly
controlling,  controlled by or under common  control with such Person.  A Person
shall be deemed to  control  another  Person  if the  controlling  Person is the
"beneficial  owner" (as defined in Rule 13d-3 under the Securities  Exchange Act
of 1934) of 10% or more of any class of voting  securities  (or other  ownership
interests) of the controlled  Person or possesses,  directly or indirectly,  the
power to direct or cause the  direction  of the  management  or  policies of the
controlled Person,  whether through ownership of voting securities,  by contract
or otherwise.

     "Agent" means JPMCB, not in its individual capacity as a Lender, but in its
capacity as contractual representative of the Lenders pursuant to Article X, and
any successor Agent appointed pursuant to Article X.

<PAGE>

     "Aggregate  Commitment"  means the aggregate of the  Commitments of all the
Lenders,  as reduced from time to time pursuant to the terms hereof. The initial
Aggregate   Commitment  is  Three  Hundred  Fifty  Million  and  00/100  Dollars
($350,000,000).

     "Aggregate  Outstanding  Credit Exposure" means, at any time, the aggregate
of the Outstanding Credit Exposures of all the Lenders.

     "Aggregate  Revolving Credit Exposure" means, at any time, the aggregate of
the Revolving Credit Exposures of all the Lenders.

     "Agreement" means this Five-Year  Revolving Credit Agreement,  as it may be
amended, restated, supplemented or otherwise modified and as in effect from time
to time.

     "Agreement  Accounting  Principles"  means  generally  accepted  accounting
principles  as in effect in the United  States  from time to time,  applied in a
manner  consistent  with that used in preparing the financial  statements of the
Borrower referred to in Section 5.4; provided,  however, that except as provided
in Section 9.8, with respect to the  calculation of financial ratio set forth in
Sections  6.17  (and  the  defined  terms  used  in such  Sections),  "Agreement
Accounting  Principles"  means generally  accepted  accounting  principles as in
effect  in the  United  States  as of the  Closing  Date,  applied  in a  manner
consistent with that used in preparing the financial  statements of the Borrower
referred to in Section 5.4 hereof.

     "Alternate  Base Rate" means,  for any day, a fluctuating  rate of interest
per annum  equal to the  higher of (i) the Prime  Rate for such day and (ii) the
sum of (a) the Federal Funds Effective Rate for such day and (b) one-half of one
percent (0.5%) per annum.

     "Applicable  Fee Rate"  means,  with respect to the Facility Fee and the LC
Participation Fee at any time, the percentage rate per annum which is applicable
at such time with respect to each such fee as set forth in the Pricing Schedule.

     "Applicable  Margin"  means,  with  respect to  Advances of any Type at any
time,  the  percentage  rate per  annum  which is  applicable  at such time with
respect to Advances of such Type, as set forth in the Pricing Schedule.

     "Approved  Fund"  means any Fund that is  administered  or managed by (a) a
Lender,  (b) an  Affiliate  of a Lender or (c) an entity or an  Affiliate  of an
entity that administers or manages a Lender.

     "Arrangers"  means J.P.  Morgan  Securities  Inc. and Barclays  Capital and
their respective  successors,  in their respective capacities as Joint Arrangers
and Bookrunners.

     "Article"  means an article of this Agreement  unless  another  document is
specifically referenced.

     "Assignment Agreement" is defined in Section 12.3.1.

     "Authorized  Officer" means any of the chief executive officer,  president,
chief operating officer, chief financial officer, treasurer or vice president of
the Borrower, acting singly.


                                       2
<PAGE>

     "Available  Aggregate   Commitment"  means,  at  any  time,  the  Aggregate
Commitment  then in effect minus the Aggregate  Outstanding  Credit  Exposure at
such time.

     "Barclays  Bank" means Barclays Bank PLC, in its individual  capacity,  and
its successors.

     "Borrower"  means  Ameren  Corporation,  a  Missouri  corporation,  and its
permitted successors and assigns.

     "Borrowing Date" means a date on which an Advance is made hereunder.

     "Borrowing Notice" is defined in Section 2.11.

     "Business  Day" means (i) with  respect to any  borrowing,  payment or rate
selection  of  Eurodollar  Advances,  a day (other than a Saturday or Sunday) on
which  banks  generally  are  open in New  York,  New York  for the  conduct  of
substantially  all  of  their  commercial  lending  activities,  interbank  wire
transfers can be made on the Fedwire  system and dealings in Dollars are carried
on in the London interbank market and (ii) for all other purposes,  a day (other
than a Saturday or Sunday) on which banks  generally  are open in New York,  New
York for the conduct of substantially all of their commercial lending activities
and interbank wire transfers can be made on the Fedwire system.

     "Capitalized  Lease" of a Person means any lease of Property by such Person
as lessee which would be capitalized on a balance sheet of such Person  prepared
in accordance with Agreement Accounting Principles.

     "Capitalized  Lease  Obligations"  of a  Person  means  the  amount  of the
obligations  of such Person under  Capitalized  Leases which would be shown as a
liability  on a  balance  sheet  of such  Person  prepared  in  accordance  with
Agreement Accounting Principles.

     "Change in Control" means (i) the acquisition by any Person, or two or more
Persons acting in concert,  of beneficial  ownership (within the meaning of Rule
13d-3 of the Securities and Exchange  Commission  under the Securities  Exchange
Act of 1934) of twenty  percent (20%) or more of the aggregate  ordinary  voting
power  represented by the issued and outstanding  capital stock of the Borrower;
(ii) the Borrower shall cease to own,  directly or indirectly and free and clear
of all Liens or other encumbrances  (except for such Liens or other encumbrances
permitted  by Section  6.13),  100% of the  outstanding  shares of the  ordinary
voting power  represented by the issued and outstanding  common stock of each of
CIPS,  Ameren  Energy  Generating  Company,  AmerenEnergy  Resources  Generating
Company,  Union  Electric  and  CILCO,  and,  from and  after the date of the IP
Acquisition, IP, in each case on a fully diluted basis; or (iii) occupation of a
majority of the seats (other than vacant seats) on the board of directors of the
Borrower by Persons who were neither (i)  nominated by the board of directors of
the  Borrower or a  committee  or  subcommittee  thereof to which such power was
delegated  nor (ii)  appointed  by  directors so  nominated;  provided  that any
individual  who is so  nominated  in  connection  with a merger,  consolidation,
acquisition  or similar  transaction  shall be included in such majority  unless
such individual was a member of the Borrower's board of directors prior thereto.

     "CILCO" means Central Illinois Light Company d/b/a AmerenCILCO, an Illinois
corporation.


                                       3
<PAGE>

     "CILCORP" means CILCORP Inc., an Illinois  corporation,  the parent company
of CILCO.

     "CIPS" means Central Illinois Public Service Company d/b/a  AmerenCIPS,  an
Illinois corporation.

     "Closing Date" means July 14, 2004.

     "Code" means the Internal  Revenue  Code of 1986,  as amended,  reformed or
otherwise  modified  from  time to  time,  and any  rule  or  regulation  issued
thereunder.

     "Combined  Commitment"  means  the  sum of  (i)  the  Aggregate  Commitment
hereunder plus (ii) so long as the  "Commitments"  under the  Three-Year  Credit
Agreement  shall  remain  in effect or there  shall be any  "Outstanding  Credit
Exposure"  thereunder,  the "Aggregate  Commitment"  under and as defined in the
Three-Year Credit Agreement.

     "Combined LC Exposure"  means, for any date, the sum of (i) the LC Exposure
hereunder plus (ii) so long as the  "Commitments"  under the  Three-Year  Credit
Agreement  shall  remain  in effect or there  shall be any  "Outstanding  Credit
Exposure"  thereunder,  the "LC  Exposure" as of such date under (and as defined
in) the Three-Year Credit Agreement.

     "Combined  Swingline  Exposure"  means,  for any  date,  the sum of (i) the
Swingline  Exposure  hereunder plus (ii) so long as the "Commitments"  under the
Three-Year  Credit  Agreement  shall  remain  in  effect  or there  shall be any
"Outstanding Credit Exposure"  thereunder,  the "Swingline  Exposure" as of such
date under (and as defined in) the Three-Year Credit Agreement.

     "Combined  Utilized  Amount"  means,  for  any  date,  the  sum of (i)  the
Aggregate  Outstanding  Credit  Exposure  hereunder  plus  (ii)  so  long as the
"Commitments"  under the Three-Year  Credit  Agreement shall remain in effect or
there shall be any  "Outstanding  Credit  Exposure"  thereunder,  the "Aggregate
Outstanding  Credit  Exposure"  as of such date under  (and as  defined  in) the
Three-Year Credit Agreement.

     "Commitment" means, for each Lender, the amount set forth on the Commitment
Schedule  or in an  Assignment  Agreement  executed  pursuant  to  Section  12.3
opposite such Lender's name, as it may be modified as a result of any assignment
that has become  effective  pursuant to Section 12.3.2 or as otherwise  modified
from time to time pursuant to the terms hereof.

     "Commitment   Schedule"  means  the  Schedule   identifying  each  Lender's
Commitment as of the Closing Date attached hereto and identified as such.

     "Commonly  Controlled  Entity" means any trade or business,  whether or not
incorporated,  which is under common control with the Borrower or any Subsidiary
within the meaning of Section 4001 of ERISA or that,  together with the Borrower
or any  Subsidiary,  is treated as a single employer under Section 414(b) or (c)
of the Code or,  solely for  purposes of Section 302 of ERISA and Section 412 of
the Code, is treated as a single employer under Section 414 of the Code.


                                       4

<PAGE>

     "Competitive  Bid" means an offer by a Lender to make a Competitive Loan in
accordance with Section 2.4.

     "Competitive  Bid Rate"  means,  with respect to any  Competitive  Bid, the
Margin or the Fixed  Rate,  as  applicable,  offered by the Lender  making  such
Competitive Bid.

     "Competitive  Bid Request" means a request by the Borrower for  Competitive
Bids in accordance with Section 2.4.

     "Competitive Loan" means a Loan made pursuant to Section 2.4.

     "Consolidated  Indebtedness" of a Person means at any time the Indebtedness
of such Person and its  Subsidiaries  calculated on a  consolidated  basis as of
such time.

     "Consolidated  Net  Worth" of a Person  means at any time the  consolidated
stockholders'  equity and  preferred  stock of such Person and its  Subsidiaries
calculated on a  consolidated  basis in  accordance  with  Agreement  Accounting
Principles.

     "Consolidated  Tangible Assets" means the total amount of all assets of the
Borrower  and  its  consolidated  Subsidiaries  determined  in  accordance  with
Agreement  Accounting  Principles,  minus,  to the extent  included in the total
amount of the Borrower's and its consolidated  Subsidiaries'  total assets,  the
net book value of all (i) goodwill,  including,  without limitation,  the excess
cost over book value of any asset, (ii)  organization or experimental  expenses,
(iii)  unamortized  debt  discount  and  expense,   (iv)  patents,   trademarks,
tradenames and copyrights,  (v) treasury stock,  (vi)  franchises,  licenses and
permits,  and (vii)  other  assets  which are  deemed  intangible  assets  under
Agreement Accounting Principles.

     "Consolidated  Total   Capitalization"   means  at  any  time  the  sum  of
Consolidated  Indebtedness and  Consolidated Net Worth,  each calculated at such
time.

     "Contingent  Obligation"  of a Person means any  agreement,  undertaking or
arrangement by which such Person  assumes,  guarantees,  endorses,  contingently
agrees to purchase or provide funds for the payment of, or otherwise  becomes or
is contingently liable upon, the obligation or liability of any other Person, or
agrees to maintain the net worth or working capital or other financial condition
of any other  Person,  or  otherwise  assures any  creditor of such other Person
against loss,  including,  without  limitation,  any comfort  letter,  operating
agreement, take-or-pay contract or the obligations of any such Person as general
partner of a partnership with respect to the liabilities of the partnership.

     "Conversion/Continuation Notice" is defined in Section 2.12.

     "Credit  Extension"  means the making of an Advance  or the  issuance  of a
Letter of Credit hereunder.

     "Credit Extension Date" means the Borrowing Date for an Advance or the date
of issuance of a Letter of Credit.

     "Default" means an event described in Article VII.

                                       5
<PAGE>

     "Designated  Lender" means, with respect to each Designating  Lender,  each
Eligible  Designee  designated by such  Designating  Lender  pursuant to Section
12.1.2.

     "Designating  Lender" means,  with respect to each Designated  Lender,  the
Lender that designated such Designated Lender pursuant to Section 12.1.2.

     "Designation Agreement" is defined in Section 12.1.2.

     "Disclosed  Matters" means the events,  actions,  suits and proceedings and
the environmental matters disclosed in the Exchange Act Documents.

     "Documentation  Agents"  means  The  Bank of New  York,  The  Bank of Tokyo
Mitsubishi, Ltd. and Wachovia Bank, National Association.

     "Dollar" and "$" means the lawful currency of the United States of America.

     "Eligible  Designee"  means a  special  purpose  corporation,  partnership,
trust,  limited partnership or limited liability company that is administered by
the respective Designating Lender or an Affiliate of such Designating Lender and
(i) is  organized  under the laws of the  United  States of America or any state
thereof, (ii) is engaged primarily in making,  purchasing or otherwise investing
in commercial  loans in the ordinary course of its business and (iii) issues (or
the  parent  of  which  issues)  commercial  paper  rated  at  least  A-1 or the
equivalent thereof by S&P or P-1 or the equivalent thereof by Moody's.

     "Environmental  Laws" means any and all federal,  state,  local and foreign
statutes, laws, judicial decisions,  regulations,  ordinances, rules, judgments,
orders, decrees, plans, injunctions,  permits, concessions,  grants, franchises,
licenses,  agreements and other  governmental  restrictions  relating to (i) the
protection  of the  environment,  (ii) the  effect of the  environment  on human
health,  (iii)  emissions,  discharges or releases of pollutants,  contaminants,
hazardous substances or wastes into surface water, ground water or land, or (iv)
the manufacture,  processing,  distribution,  use, treatment, storage, disposal,
transport  or handling of  pollutants,  contaminants,  hazardous  substances  or
wastes or the clean-up or other remediation thereof.

     "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended from time to time.

     "ERISA  Event"  means (a) any  Reportable  Event;  (b) the  existence  with
respect  to any Plan of an  "accumulated  funding  deficiency"  (as  defined  in
Section 412 of the Code or Section 302 of ERISA) whether or not waived;  (c) the
filing  pursuant to Section  412(d) of the Code or Section 303(d) of ERISA of an
application  for a waiver of the minimum  funding  standard  with respect to any
Plan;  (d) the incurrence by the Borrower or any Commonly  Controlled  Entity of
any  liability  under Title IV of ERISA with respect to the  termination  of any
Plan; (e) the receipt by the Borrower or any Commonly Controlled Entity from the
PBGC or a plan administrator of any notice relating to an intention to terminate
any Plan or to appoint a trustee to administer  any Plan;  (f) the incurrence by
the Borrower or any Commonly  Controlled Entity of any liability with respect to
the withdrawal or partial withdrawal from any Plan or Multiemployer Plan; or (g)
the receipt by the Borrower or any Commonly  Controlled Entity of any notice, or
the  receipt  by any  Multiemployer  Plan  from  the  Borrower  or any  Commonly

                                       6

<PAGE>

Controlled  Entity of any  notice,  concerning  the  imposition  of  "withdrawal
liability"  (as  defined  in Part I of  Subtitle  E of Title IV of  ERISA)  or a
determination  that a Multiemployer  Plan is, or is expected to be, insolvent or
in reorganization, within the meaning of Title IV of ERISA.

     "Eurodollar  Advance" means an Advance which,  except as otherwise provided
in Section 2.14, bears interest at the applicable Eurodollar Rate.

     "Eurodollar Base Rate" means, with respect to a Eurodollar  Advance for the
relevant Interest Period, the applicable British Bankers' Association LIBOR rate
for  deposits  in Dollars as  reported  by any  generally  recognized  financial
information  service as of 11:00 a.m.  (London time) two (2) Business Days prior
to the first day of such Interest  Period,  and having a maturity  equal to such
Interest Period,  provided that, if no such British Bankers'  Association  LIBOR
rate is  available to the Agent,  the  applicable  Eurodollar  Base Rate for the
relevant Interest Period shall instead be the rate determined by the Agent to be
the rate at which JPMCB or one of its affiliate  banks offers to place  deposits
in  Dollars  with   first-class   banks  in  the  London   interbank  market  at
approximately  11:00 a.m. (London time) two (2) Business Days prior to the first
day of such  Interest  Period,  in the  approximate  amount of JPMCB's  relevant
Eurodollar Loan and having a maturity equal to such Interest Period.

     "Eurodollar  Loan"  means a Loan  which,  except as  otherwise  provided in
Section 2.14, bears interest at the applicable Eurodollar Rate.

     "Eurodollar  Rate"  means,  with  respect to a  Eurodollar  Advance for the
relevant Interest Period, the sum of (i) the quotient of (a) the Eurodollar Base
Rate  applicable to such Interest  Period,  divided by (b) one minus the Reserve
Requirement  (expressed as a decimal)  applicable to such Interest Period,  plus
(ii) (A) in the case of a Eurodollar  Advance consisting of Revolving Loans, the
then Applicable  Margin,  changing as and when the Applicable Margin changes and
(B) in the case of a Eurodollar  Advance  consisting  of a  Competitive  Loan or
Loans, the Margin applicable to such Loan or Loans.

     "Eurodollar Rate Advance" means an Advance  consisting of Competitive Loans
bearing interest at the Eurodollar Rate.

     "Exchange  Act  Documents"  means  (a)  the  Annual  Report  of each of the
Borrower, CIPS, Union Electric, Ameren Energy Generating Company, IP (subject to
the IP Acquisition), CILCORP and CILCO to the Securities and Exchange Commission
on Form 10-K for the fiscal year ended  December  31,  2003,  (b) the  Quarterly
Reports of each of the Borrower, CIPS, Union Electric,  Ameren Energy Generating
Company, IP (subject to the IP Acquisition), CILCORP and CILCO to the Securities
and  Exchange  Commission  on Form 10-Q for the fiscal  quarter  ended March 31,
2004, and (c) all Current Reports of each of the Borrower, CIPS, Union Electric,
Ameren Energy Generating  Company,  IP (subject to the IP Acquisition),  CILCORP
and CILCO to the Securities and Exchange  Commission on Form 8-K from January 1,
2004 to the Closing Date.

     "Excluded  Taxes" means,  in the case of each Lender or applicable  Lending
Installation  and the  Agent,  taxes  imposed on its  overall  net  income,  and
franchise taxes imposed on it, by (i) the  jurisdiction  under the laws of which
such  Lender  or the  Agent  is  incorporated  or  organized  or


                                       7
<PAGE>

any political combination or subdivision or taxing authority thereof or (ii) the
jurisdiction in which the Agent's or such Lender's principal executive office or
such Lender's applicable Lending Installation is located.

     "Exhibit"  refers to an exhibit to this Agreement,  unless another document
is specifically referenced.

     "Existing  364-Day Credit  Agreement"  means the 364-Day  Revolving  Credit
Agreement dated as of July 17, 2003,  among the Borrower,  the lenders from time
to time party thereto and JPMCB, as administrative agent.

     "Existing  CILCO  Indenture"  means the  Indenture  of Mortgage and Deed of
Trust dated as of April 1, 1933, as  heretofore  or from time to time  hereafter
supplemented and amended, between CILCO and Deutsche Bank Trust Company Americas
f/k/a Bankers Trust Company, as Trustee.

     "Existing  Credit  Agreements"  means the Existing 364-Day Credit Agreement
and the Existing Thee-Year Credit Agreement.

     "Existing Indentures" means (i) the Indenture of Mortgage and Deed of Trust
dated  as of  June  15,  1937,  as  heretofore  or from  time to time  hereafter
supplemented  and amended,  between Union  Electric and The Bank of New York, as
Trustee, and (ii) the Indenture of Mortgage or Deed of Trust dated as of October
1, 1941, as heretofore or from time to time hereafter  supplemented and amended,
between CIPS and U.S. Bank Trust National Association and Patrick J. Crowley, as
Trustees.

     "Existing IP Indenture"  means the General  Mortgage  Indenture and Deed of
Trust  dated  as of  November  1,  1992,  as  heretofore  or  from  time to time
supplemented  and amended  between IP and BNY Midwest Trust Company as successor
to Harris Trust and Savings Bank, as Trustee.

     "Existing  Three-Year  Credit  Agreement" means the 3-Year Revolving Credit
Agreement dated as of July 19, 2002, as amended, among the Borrower, the lenders
from time to time party thereto and Bank One, N.A., as administrative agent.

     "Facility Fee" is defined in Section 2.8.1.

     "Facility Termination Date" means the earlier of (a) July 14, 2009, and (b)
the date of termination in whole of the Aggregate Commitment pursuant to Section
2.8 hereof or the Commitments pursuant to Section 8.1 hereof.

     "Federal  Funds  Effective  Rate" means,  for any day, an interest rate per
annum equal to the  weighted  average of the rates on  overnight  Federal  Funds
transactions  with  members of the Federal  Reserve  System  arranged by Federal
Funds  brokers on such day, as published  for such day (or, if such day is not a
Business Day, for the immediately preceding Business Day) by the Federal Reserve
Bank of New York,  or, if such rate is not so  published  for any day which is a
Business  Day, the average of the  quotations at  approximately  11:00 a.m. (New
York  time) on such day on such  transactions  received  by the Agent from three
Federal Funds brokers of recognized  standing  selected by the Agent in its sole
discretion.

                                       8
<PAGE>

     "First  Mortgage Bonds" means bonds or other  indebtedness  issued by Union
Electric,  CIPS or CILCO, as applicable,  pursuant to the Existing Indentures or
the Existing CILCO  Indenture and, from and after the IP  Acquisition,  bonds or
other indebtedness issued by IP pursuant to the Existing IP Indenture.

     "Fixed Rate"  means,  with  respect to any  Competitive  Loan (other than a
Eurodollar  Loan),  the fixed rate of interest per annum specified by the Lender
making such Competitive Loan in its related Competitive Bid.

     "Fixed Rate  Advance"  means an Advance  consisting  of  Competitive  Loans
bearing interest at a Fixed Rate.

     "Fixed  Rate Loan" means a  Competitive  Loan  bearing  interest at a Fixed
Rate.

     "Floating  Rate"  means,  for any day, a rate per annum equal to the sum of
(i) the  Alternate  Base Rate for such day,  changing  when and as the Alternate
Base Rate changes plus (ii) the then Applicable Margin, changing as and when the
Applicable Margin changes.

     "Floating  Rate  Advance"  means an  Advance  which,  except  as  otherwise
provided in Section 2.14, bears interest at the Floating Rate.

     "Fund" means any Person (other than a natural  person) that is (or will be)
engaged in making,  purchasing,  holding or otherwise  investing  in  commercial
loans and similar extensions of credit in the ordinary course of its business.

     "Inactive  Subsidiary"  means any  Subsidiary of the Borrower that (a) does
not conduct any business operations,  (b) has assets with a total book value not
in excess of $1,000,000 and (c) does not have any Indebtedness outstanding.

     "Indebtedness" of a Person means, at any time,  without  duplication,  such
Person's (i) obligations for borrowed money,  (ii) obligations  representing the
deferred  purchase  price of Property or services  (other than current  accounts
payable  arising in the ordinary  course of such  Person's  business  payable on
terms  customary  in the  trade),  (iii)  obligations,  whether or not  assumed,
secured by Liens or payable out of the proceeds or production  from Property now
or  hereafter  owned or  acquired by such  Person,  (iv)  obligations  which are
evidenced by notes, bonds, debentures,  acceptances,  or other instruments,  (v)
obligations  to  purchase  securities  or other  Property  arising  out of or in
connection  with the sale of the same or  substantially  similar  securities  or
Property,  (vi)  Capitalized  Lease  Obligations  (except for Capitalized  Lease
Obligations  entered into by Union  Electric in  connection  with the Peno Creek
Project),  (vii)  Contingent  Obligations of such Person,  (viii)  reimbursement
obligations  under  letters of credit,  bankers  acceptances,  surety  bonds and
similar  instruments  issued upon the  application  of such Person or upon which
such  Person is an account  party or for which such Person is in any way liable,
(ix) Off-Balance  Sheet  Liabilities,  (x) obligations  under Sale and Leaseback
Transactions,   (xi)  Net   Mark-to-Market   Exposure   under  Rate   Management
Transactions  and  (xii)  any  other  obligation  for  borrowed  money  which in
accordance with Agreement Accounting Principles would be shown as a liability on
the consolidated balance sheet of such Person.


                                       9
<PAGE>

     "Interest Period" means (a) with respect to a Eurodollar  Advance, a period
of one,  two,  three or six months,  commencing  on the date of such Advance and
ending on but excluding the day which corresponds  numerically to such date one,
two,  three or six  months  thereafter  and (b) with  respect  to any Fixed Rate
Advance,  the period (which shall not be less than 7 days or more than 360 days)
commencing  on the date of such Advance and ending on the date  specified in the
applicable Competitive Bid Request;  provided,  however, that (i) in the case of
Eurodollar Advances,  if there is no such numerically  corresponding day in such
next, second, third or sixth succeeding month, such Interest Period shall end on
the last Business Day of such next, second,  third or sixth succeeding month and
(ii) if an Interest  Period would otherwise end on a day which is not a Business
Day,  such  Interest  Period  shall  end on the next  succeeding  Business  Day,
provided,  however,  that if said next  succeeding  Business  Day falls in a new
calendar  month,  such Interest  Period shall end on the  immediately  preceding
Business Day. For purposes hereof, the date of an Advance initially shall be the
date on which  such  Advance is made and,  in the case of an Advance  comprising
Revolving  Loans,  thereafter  shall be the  effective  date of the most  recent
conversion or continuation of such Loans.

     "Investment"  of a Person means any loan,  advance (other than  commission,
travel and similar  advances  to officers  and  employees  made in the  ordinary
course of business), extension of credit (other than accounts receivable arising
in the  ordinary  course  of  business  on  terms  customary  in the  trade)  or
contribution of capital by such Person; stocks, bonds, mutual funds, partnership
interests,  notes,  debentures  or other  securities  owned by such Person;  any
deposit accounts and certificate of deposit owned by such Person; and structured
notes,  derivative  financial  instruments  and  other  similar  instruments  or
contracts owned by such Person.

     "IP" means Illinois Power Company, an Illinois corporation.

     "IP Acquisition" means the acquisition by the Borrower of all of the common
stock of IP, 662,924 shares of preferred  stock, $50 par value per share, of IP,
and 12,400 shares of common stock, $100 par value per share, of Electric Energy,
Inc.,  on the terms and  conditions  set forth in that  certain  Stock  Purchase
Agreement  dated as of February 2, 2004, as amended,  by and among the Borrower,
as purchaser,  Illinova Corporation, as seller, Illinova Generating Company, and
Dynegy Inc.

     "Issuing  Bank"  means,  at any time,  JPMorgan  Chase  Bank and each other
person that shall have become an Issuing  Bank  hereunder as provided in Section
2.6(j),  each in its capacity as an issuer of Letters of Credit hereunder.  Each
Issuing Bank may, in its  discretion,  arrange for one or more Letters of Credit
to be issued by Affiliates of such Issuing Bank, in which case the term "Issuing
Bank" shall include any such  Affiliate with respect to Letters of Credit issued
by such Affiliate.

     "Issuing Bank  Agreement"  shall have the meaning  assigned to such term in
Section 2.6(j).

     "JPMCB" means JPMorgan Chase Bank.

     "LC Commitment" shall mean, as to each Issuing Bank, the commitment of such
Issuing  Bank to issue  Letters of Credit  pursuant to Section  2.6. The initial
amount of each Issuing

                                       10
<PAGE>

Bank's LC Commitment is set forth on the LC Commitment Schedule,  or in the case
of any additional Issuing Bank, as provided in Section 2.6(j).

     "LC  Disbursement"  means a payment made by an Issuing  Bank  pursuant to a
Letter of Credit.

     "LC Exposure"  means,  at any time,  the sum of (a) the  aggregate  undrawn
amount of all outstanding  Letters of Credit at such time plus (b) the aggregate
amount of all LC Disbursements that have not yet been reimbursed by or on behalf
of the Borrower at such time. The LC Exposure of any Lender at any time shall be
its Pro Rata Share of the total LC Exposure at such time.

     "LC Participation Fee" is defined in Section 2.8.2.

     "Lenders" means the lending  institutions  listed on the signature pages of
this Agreement and their respective  successors and assigns.  Unless the context
requires otherwise, the term "Lenders" includes the Swingline Lender.

     "Lending  Installation"  means,  with respect to a Lender or the Agent, the
office,  branch,  subsidiary  or affiliate of such Lender or the Agent listed on
the signature pages hereof or on the administrative  information sheets provided
to the Agent in  connection  herewith or on a Schedule or otherwise  selected by
such Lender or the Agent pursuant to Section 2.20.

     "Letter  of  Credit"  means any letter of credit  issued  pursuant  to this
Agreement.

     "Lien"   means  any  lien   (statutory   or   other),   mortgage,   pledge,
hypothecation,  assignment,  deposit  arrangement,  encumbrance  or  preference,
priority or other security agreement or preferential  arrangement of any kind or
nature whatsoever  (including,  without limitation,  the interest of a vendor or
lessor under any conditional  sale,  Capitalized  Lease or other title retention
agreement,  and, in the case of stock,  stockholders  agreements,  voting  trust
agreements and all similar arrangements).

     "Loans"  means the loans made by the  Lenders to the  Borrower  pursuant to
this Agreement.

     "Loan Documents" means this Agreement and all other documents, instruments,
notes  (including any Notes issued  pursuant to Section 2.16 (if requested)) and
agreements  executed in connection  herewith or therewith or contemplated hereby
or thereby,  as the same may be amended,  restated or otherwise  modified and in
effect from time to time.

     "Margin" means,  with respect to any Competitive Loan bearing interest at a
rate based on the Eurodollar  Base Rate, the marginal rate of interest,  if any,
to be added to or subtracted from the Eurodollar Base Rate to determine the rate
of interest applicable to such Loan, as specified by the Lender making such Loan
in its related Competitive Bid.

     "Material  Adverse  Effect"  means a  material  adverse  effect  on (i) the
business, Property, condition (financial or otherwise), operations or results of
operations  or prospects of the Borrower,  or the Borrower and its  Subsidiaries
taken as a whole,  (ii) the ability of the  Borrower

                                       11

<PAGE>

to perform its obligations  under the Loan  Documents,  or (iii) the validity or
enforceability  of any of the Loan  Documents  or the rights or  remedies of the
Agent or the Lenders thereunder.

     "Material  Indebtedness"  means (i) any Indebtedness  outstanding under the
Three-Year  Credit  Agreement and (ii) any other  Indebtedness in an outstanding
principal  amount of  $50,000,000  or more in the aggregate  (or the  equivalent
thereof in any currency other than Dollars).

     "Material  Indebtedness  Agreement"  means any  agreement  under  which any
Material  Indebtedness  was  created or is governed  or which  provides  for the
incurrence  of  Indebtedness  in  an  amount  which  would  constitute  Material
Indebtedness  (whether or not an amount of  Indebtedness  constituting  Material
Indebtedness is outstanding thereunder).

     "Money  Pool  Agreements"  means,  collectively,  (i) that  certain  Ameren
Corporation System Utility Money Pool Agreement,  dated as of March 25, 1999, by
and among the Borrower,  Ameren Services Company,  Union Electric,  CIPS, CILCO,
and  AmerenEnergy  Resources  Generating  Company,  as amended from time to time
(including,  without  limitation,  the  addition of any of their  Affiliates  as
parties thereto),  and (ii) that certain Ameren Corporation System Non-Regulated
Subsidiary Money Pool Agreement, dated as of February 27, 2003, by and among the
Borrower,  Ameren Services  Company and  Subsidiaries of the Borrower  excluding
Union Electric, CIPS and CILCO, as amended from time to time (including, without
limitation, the addition of any of their Affiliates,  other than Union Electric,
CIPS and  CILCO,  and,  from and  after the date of the IP  Acquisition,  IP, as
parties thereto).

     "Moody's" means Moody's Investors Service, Inc.

     "Multiemployer  Plan"  means a  multiemployer  plan,  as defined in Section
4001(a)(3) of ERISA.

     "Net  Mark-to-Market  Exposure"  of a  Person  means,  as of  any  date  of
determination,  the excess (if any) of all unrealized losses over all unrealized
profits of such Person arising from Rate  Management  Transactions.  "Unrealized
losses" means the fair market value of the cost to such Person of replacing such
Rate Management  Transaction as of the date of determination  (assuming the Rate
Management  Transaction  were to be terminated as of that date), and "unrealized
profits"  means the fair market  value of the gain to such  Person of  replacing
such Rate Management Transaction as of the date of determination  (assuming such
Rate Management Transaction were to be terminated as of that date).

     "Non-U.S. Lender" is defined in Section 3.5(iv).

     "Note" is defined in Section 2.16.

     "Obligations" means all Loans,  reimbursement  obligations in respect of LC
Disbursements,  advances, debts, liabilities,  obligations, covenants and duties
owing by the Borrower to the Agent, any Issuing Bank, any Lender, the Arrangers,
any affiliate of the Agent,  any Issuing Bank, any Lender or the  Arrangers,  or
any indemnitee  under the  provisions of Section 9.6 or any other  provisions of
the Loan  Documents,  in each case of any kind or  nature,  present  or  future,
arising  under  this  Agreement  or any  other  Loan  Document,  whether  or not

                                       12

<PAGE>

evidenced  by any note,  guaranty  or other  instrument,  whether or not for the
payment of money,  whether  arising by reason of an extension  of credit,  loan,
foreign  exchange  risk,  guaranty,  indemnification,  or in any  other  manner,
whether direct or indirect (including those acquired by assignment), absolute or
contingent,  due or to become due, now existing or hereafter arising and however
acquired.  The  term  includes,  without  limitation,  all  interest,   charges,
expenses,  fees,  attorneys' fees and  disbursements,  paralegals' fees (in each
case whether or not  allowed),  and any other sum  chargeable to the Borrower or
any of its Subsidiaries under this Agreement or any other Loan Document.

     "Off-Balance Sheet Liability" of a Person means the principal  component of
(i) any  repurchase  obligation  or  liability  of such Person  with  respect to
accounts or notes  receivable sold by such Person,  (ii) any liability under any
Sale and  Leaseback  Transaction  which is not a  Capitalized  Lease,  (iii) any
liability  under any so-called  "synthetic  lease" or "tax  ownership  operating
lease"  transaction  entered into by such Person, or (iv) any obligation arising
with respect to any other transaction  which is the functional  equivalent of or
takes the place of  borrowing  but which does not  constitute a liability on the
consolidated  balance sheets of such Person, but excluding from this clause (iv)
Operating Leases.

     "Operating  Lease" of a Person  means any lease of  Property  (other than a
Capitalized  Lease)  by  such  Person  as  lessee  which  has an  original  term
(including any required renewals and any renewals effective at the option of the
lessor) of one year or more.

     "Other Taxes" is defined in Section 3.5(ii).

     "Outstanding  Credit  Exposure"  means,  as to any Lender at any time,  the
aggregate  principal amount of its (i) Revolving Loans, (ii) Competitive  Loans,
(iii) LC Exposure and (iv) Swingline Exposure outstanding at such time.

     "Participants" is defined in Section 12.2.1.

     "Payment  Date"  means  the last day of each  March,  June,  September  and
December and the Facility Termination Date.

     "PBGC"  means the  Pension  Benefit  Guaranty  Corporation  referred to and
defined in ERISA and any successor entity performing similar functions.

     "Peno  Creek  Project"  means the  Chapter 100  financing  transaction  and
agreements  related  thereto entered into between Union Electric and the City of
Bowling  Green,  Missouri  (the  "City")  pursuant  to which (i) Union  Electric
conveys to and leases from the City certain land and improvements including four
combustion  turbine generating units, and (ii) the City shall issue indebtedness
(which shall be purchased by Union  Electric) to finance the acquisition of such
Property.

     "Person"  means any  natural  person,  corporation,  firm,  joint  venture,
partnership, limited liability company, association,  enterprise, trust or other
entity or  organization,  or any  government  or  political  subdivision  or any
agency, department or instrumentality thereof.

                                       13

<PAGE>

     "Plan" means at a particular  time, any employee benefit plan (other than a
Multiemployer  Plan) which is covered by ERISA or Section 412 of the Code and in
respect of which the  Borrower or a Commonly  Controlled  Entity is (or, if such
plan were  terminated at such time,  would under Section 4069 of ERISA be deemed
to be) an "employer" as defined in Section 3(5) of ERISA.

     "Pricing Schedule" means the Schedule identifying the Applicable Margin and
Applicable Fee Rate attached hereto and identified as such.

     "Prime  Rate"  means a rate per annum  equal to the prime rate of  interest
announced from time to time by JPMCB (which is not  necessarily  the lowest rate
charged to any customer), changing when and as said prime rate changes.

     "Project Finance  Subsidiary" means any Subsidiary  created for the purpose
of obtaining non-recourse financing for any operating asset that is the sole and
direct obligor of Indebtedness  incurred in connection  with such  financing.  A
Subsidiary  shall be  deemed to be a Project  Finance  Subsidiary  only from and
after the date on which such  Subsidiary  is expressly  designated  as a Project
Finance  Subsidiary  to the Agent by written  notice  executed by an  Authorized
Officer.

     "Property" of a Person means any and all property,  whether real, personal,
tangible, intangible, or mixed, of such Person, or other assets owned, leased or
operated by such Person.

     "Pro Rata Share"  means,  with  respect to a Lender,  a portion  equal to a
fraction the  numerator of which is such  Lender's  Commitment  at such time (in
each case, as adjusted from time to time in  accordance  with the  provisions of
this Agreement) and the denominator of which is the Aggregate Commitment at such
time,  or, if the  Aggregate  Commitment  has been  terminated,  a fraction  the
numerator of which is such Lender's Outstanding Credit Exposure at such time and
the  denominator of which is the Aggregate  Outstanding  Credit Exposure at such
time.

     "Purchasers" is defined in Section 12.3.1.

     "Rate Management  Obligations" of a Person means any and all unsatisfied or
undischarged  obligations  of such Person,  whether  absolute or contingent  and
howsoever and whensoever created, arising,  evidenced or acquired (including all
renewals,  extensions and  modifications  thereof and  substitutions  therefor),
under  (i)  any and all  Rate  Management  Transactions,  and  (ii)  any and all
cancellations,  buy backs,  reversals,  terminations  or assignments of any Rate
Management Transactions.

     "Rate Management  Transaction" means any transaction  whether linked to one
or more interest  rates,  foreign  currencies,  or equity prices,  (including an
agreement  with  respect  thereto)  now  existing  or  hereafter  entered by the
Borrower or a Subsidiary  (other than a Project Finance  Subsidiary)  which is a
rate swap, basis swap,  forward rate  transaction,  equity or equity index swap,
equity or equity index  option,  bond  option,  interest  rate  option,  foreign
exchange transaction,  cap transaction,  floor transaction,  collar transaction,
forward  transaction,  currency  swap  transaction,   cross-currency  rate  swap
transaction,  currency  option or any other similar

                                       14

<PAGE>

transaction  (including any option with respect to any of these transactions) or
any combination thereof.

     "Regulation D" means  Regulation D of the Board of Governors of the Federal
Reserve System as from time to time in effect and any successor thereto or other
regulation  or official  interpretation  of said Board of Governors  relating to
reserve requirements applicable to member banks of the Federal Reserve System.

     "Regulation U" means  Regulation U of the Board of Governors of the Federal
Reserve  System  as from  time to time in  effect  and any  successor  or  other
regulation or official interpretation of said Board of Governors relating to the
extension of credit by banks,  non-banks and non-broker  lenders for the purpose
of  purchasing  or carrying  margin  stocks  applicable  to member  banks of the
Federal Reserve System.

     "Regulation X" means  Regulation X of the Board of Governors of the Federal
Reserve  System  as from  time to time in  effect  and any  successor  or  other
regulation or official interpretation of said Board of Governors relating to the
extension of credit by foreign lenders for the purpose of purchasing or carrying
margin stock (as defined therein).

     "Reportable  Event" means any of the events set forth in Section 4043(c) of
ERISA or the  regulations  issued under Section 4043 of ERISA,  other than those
events as to which the thirty day notice  period is waived under  Sections  .21,
..22, .23, .26, .27 or .28 of PBGC Reg. ss. 4043.

     "Required Lenders" means Lenders in the aggregate having greater than fifty
percent  (50%)  of the  Aggregate  Commitment;  provided  that for  purposes  of
declaring  the Loans to be due and payable  pursuant to Article VIII and for all
purposes  after the Loans have become due and payable  pursuant to Article  VIII
and the Aggregate Commitment has been terminated,  "Required Lenders" shall mean
Lenders  in the  aggregate  holding  greater  than  fifty  percent  (50%) of the
Aggregate Outstanding Credit Exposure.

     "Reserve  Requirement"  means,  with  respect to an  Interest  Period,  the
maximum  aggregate  reserve  requirement  (including  all  basic,  supplemental,
marginal  and  other   reserves)   which  is  imposed  under   Regulation  D  on
"Eurocurrency liabilities" (as defined in Regulation D).

     "Revolving Advance" an Advance comprised of Revolving Loans.

     "Revolving  Credit Exposure" means, with respect to any Lender at any time,
the sum of the outstanding  principal  amount of such Lender's  Revolving Loans,
such Lender's LC Exposure and such Lender's Swingline Exposure at such time.

     "Revolving  Eurodollar Advance" means a Revolving Advance comprising a Loan
or Loans that bear interest at the Eurodollar Rate.

     "Revolving  Floating Rate Advance" means a Revolving  Advance  comprising a
Loan or Loans that bear interest at a Floating Rate.

     "Revolving Loan" means,  with respect to a Lender,  such Lender's loan made
pursuant to its  commitment to lend set forth in Section 2.1 (and any conversion
or continuation thereof).


                                       15

<PAGE>

     "S&P"  means  Standard  and Poor's  Ratings  Services,  a  division  of The
McGraw-Hill Companies, Inc. and any successor thereto.

     "Sale  and  Leaseback  Transaction"  means  any sale or other  transfer  of
Property by any Person with the intent to lease such Property as lessee.

     "Schedule" refers to a specific schedule to this Agreement,  unless another
document is specifically referenced.

     "Section"  means a  numbered  section  of this  Agreement,  unless  another
document is specifically referenced.

     "Subsidiary"  of a Person  means (i) any  corporation  more than 50% of the
outstanding  securities  having ordinary voting power of which shall at the time
be owned or controlled, directly or indirectly, by such Person or by one or more
of its  Subsidiaries or by such Person and one or more of its  Subsidiaries,  or
(ii) any partnership,  limited liability company, association,  joint venture or
similar business  organization  more than 50% of the ownership  interests having
ordinary  voting  power  of which  shall at the time be so owned or  controlled.
Unless otherwise  expressly  provided,  all references  herein to a "Subsidiary"
shall mean a Subsidiary of the Borrower.

     "Substantial  Portion" means,  with respect to the Property of the Borrower
and  its   Subsidiaries,   Property  which  represents  more  than  10%  of  the
consolidated  assets of the Borrower and its  Subsidiaries  or property which is
responsible  for  more  than  10%  of  the  consolidated  net  sales  or of  the
consolidated net income of the Borrower and its  Subsidiaries,  in each case, as
would be shown in the consolidated  financial statements of the Borrower and its
Subsidiaries  as at the end of the four fiscal  quarter  period  ending with the
fiscal  quarter   immediately   prior  to  the  fiscal  quarter  in  which  such
determination  is made (or if  financial  statements  have  not  been  delivered
hereunder  for that fiscal  quarter which ends the four fiscal  quarter  period,
then  the  financial  statements  delivered  hereunder  for the  quarter  ending
immediately prior to that quarter).

     "Swingline  Exposure" means, at any time, the aggregate principal amount of
all Swingline  Loans  outstanding  at such time.  The Swingline  Exposure of any
Lender at any time shall be its Pro Rata Share of the total  Swingline  Exposure
at such time; provided that if the Aggregate Commitment has been terminated such
Pro Rata Share shall be  determined  based on the  Commitments  most recently in
effect, but giving effect to any subsequent assignments.

     "Swingline  Lender" means JPMorgan Chase Bank, in its capacity as lender of
Swingline Loans hereunder.

     "Swingline Loan" means a Loan made pursuant to Section 2.5.

     "Syndication Agent" means Barclays Bank.

     "Taxes" means any and all present or future taxes, duties, levies, imposts,
deductions, charges or withholdings, and any and all liabilities with respect to
the foregoing, but excluding Excluded Taxes.


                                       16

<PAGE>

     "Three-Year  Credit  Agreement"  means  the  Three-Year   Revolving  Credit
Agreement  dated as of the date  hereof by and among the  Borrower,  the lenders
party thereto and JPMCB,  as  administrative  agent, as the same may be amended,
restated, supplemented or otherwise modified and as in effect from time to time.

     "Transferee" is defined in Section 12.4.

     "Type"  means,  with  respect  to any  Advance,  its nature as a Fixed Rate
Advance, Floating Rate Advance or Eurodollar Advance.

     "Union  Electric" means Union Electric  Company d/b/a AmerenUE,  a Missouri
corporation.

     "Unmatured  Default"  means an event which but for the lapse of time or the
giving of notice, or both, would constitute a Default.

     "USA Patriot Act" means the Uniting and Strengthening  America by Providing
Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001.

     1.2. Plural Forms. The foregoing definitions shall be equally applicable to
both the singular and plural forms of the defined terms.

                                   ARTICLE II

                                   THE CREDITS

     2.1.  Commitment.  From and  including  the  Closing  Date and prior to the
Facility Termination Date, upon the satisfaction of the conditions precedent set
forth in Section  4.1 and 4.2, as  applicable,  each  Lender  severally  and not
jointly agrees, on the terms and conditions set forth in this Agreement, to make
Revolving  Loans to the Borrower from time to time in an amount not to exceed in
the aggregate at any one time outstanding of its Pro Rata Share of the Available
Aggregate  Commitment;  provided that at no time shall the Aggregate Outstanding
Credit Exposure hereunder exceed the Aggregate Commitment.  Subject to the terms
of this Agreement,  the Borrower may borrow,  repay and reborrow Revolving Loans
at any time prior to the  Facility  Termination  Date.  The  commitment  of each
Lender to lend hereunder shall automatically  expire on the Facility Termination
Date.

     2.2. Required Payments;  Termination.  The Borrower hereby  unconditionally
promises  to pay (i) to the Agent for the account of each Lender the then unpaid
principal amount of each Revolving Loan on the Facility  Termination  Date, (ii)
to the Agent for the account of each Lender the then unpaid  principal amount of
each Competitive Loan on the last day of the Interest Period  applicable to such
Loan,  which shall not be later than the Facility  Termination Date and (iii) to
the Swingline  Lender the then unpaid principal amount of each Swingline Loan on
the earlier of the Facility  Termination  Date and the fifth  Business Day after
such Swingline Loan is made; provided that on each date that a Revolving Loan or
Competitive  Loan is made,  the Borrower  shall repay all  Swingline  Loans then
outstanding.  Notwithstanding  the  termination  of the  Commitments  under this
Agreement on the Facility  Termination Date, until all of the Obligations (other
than contingent indemnity  obligations) shall have been fully paid and satisfied

                                       17

<PAGE>

and all financing  arrangements among the Borrower and the Lenders hereunder and
under the other Loan Documents shall have been terminated, all of the rights and
remedies under this Agreement and the other Loan Documents shall survive.

     2.3.  Loans.  Each Advance  hereunder  shall consist of (a) Revolving Loans
made by the  Lenders  ratably in  accordance  with their Pro Rata  Shares of the
Aggregate Commitment, (b) Competitive Loans or (c) Swingline Loans.

     2.4. Competitive Bid Procedure. (a) Subject to the terms and conditions set
forth herein, from time to time during the period commencing on the Closing Date
and ending on the date  immediately  prior to the Facility  Termination Date the
Borrower may request Competitive Bids and may (but shall not have any obligation
to) accept  Competitive  Bids and borrow  Competitive  Loans;  provided that the
Aggregate Outstanding Credit Exposure at any time shall not exceed the Aggregate
Commitment.

     To request  Competitive  Bids,  the Borrower shall notify the Agent of such
request by telephone,  in the case of a Eurodollar Advance, not later than 11:00
a.m., New York time, four Business Days before the date of the proposed  Advance
and, in the case of a Fixed Rate  Advance,  not later than 10:00 a.m.,  New York
time,  one Business Day before the date of the proposed  Advance;  provided that
the Borrower may submit up to (but not more than) two  Competitive  Bid Requests
on the same day,  but a  Competitive  Bid Request  shall not be made within five
Business Days after the date of any previous Competitive Bid Request, unless any
and all such previous  Competitive Bid Requests shall have been withdrawn or all
Competitive  Bids received in response  thereto  rejected.  Each such telephonic
Competitive Bid Request shall be confirmed promptly by hand delivery or telecopy
to the Agent of a written  Competitive  Bid  Request in a form  approved  by the
Agent and signed by the Borrower.  Each such telephonic and written  Competitive
Bid Request shall specify the following information:

     (ii) the aggregate amount of the requested Advance;

     (iii)the date of such Advance, which shall be a Business Day;

     (iv) whether  such  Advance is to be a  Eurodollar  Rate Advance or a Fixed
          Rate Advance; and

     (v)  the Interest Period to be applicable to such Advance, which shall be a
          period contemplated by the definition of the term "Interest Period".

Promptly  following receipt of a Competitive Bid Request in accordance with this
Section,  the Agent shall notify the Lenders of the details thereof by telecopy,
inviting the Lenders to submit Competitive Bids.

          (b) Each Lender may (but shall not have any obligation to) make one or
more  Competitive Bids to the Borrower in response to a Competitive Bid Request.
Each  Competitive  Bid by a Lender  must be in a form  approved by the Agent and
must be  received by the Agent by  telecopy,  in the case of a  Eurodollar  Rate
Advance,  not later than 10:30 a.m.,  New York time,  three Business Days before
the proposed date of such Advance,  and in the case of a Fixed Rate Advance, not
later than 10:30 a.m.,  New York time,  on the  proposed  date of such  Advance.

                                       18
<PAGE>

Competitive  Bids that do not conform  substantially to the form approved by the
Agent may be rejected by the Agent,  and the Agent shall  notify the  applicable
Lender as promptly as  practicable.  Each  Competitive Bid shall specify (i) the
principal  amount  (which  shall be a  minimum  of  $5,000,000  and an  integral
multiple of $1,000,000  and which may equal the entire  principal  amount of the
Advance  requested by the  Borrower) of the  Competitive  Loan or Loans that the
Lender is willing to make,  (ii) the  Competitive Bid Rate or Rates at which the
Lender is prepared to make such Loan or Loans  (expressed  as a percentage  rate
per annum in the form of a decimal  to no more than  four  decimal  places)  and
(iii) the Interest Period applicable to each such Loan and the last day thereof.

          (c) The Agent shall  promptly  notify the  Borrower by telecopy of the
Competitive Bid Rate and the principal  amount specified in each Competitive Bid
and the identity of the Lender that shall have made such Competitive Bid.

          (d) Subject only to the provisions of this paragraph, the Borrower may
accept or reject any  Competitive  Bid. The  Borrower  shall notify the Agent by
telephone, confirmed by telecopy in a form approved by the Agent, whether and to
what extent it has decided to accept or reject each Competitive Bid, in the case
of a Eurodollar  Rate Advance,  not later than 10:30 a.m., New York time,  three
Business  Days  before the date of the  proposed  Advance,  and in the case of a
Fixed Rate  Advance,  not later than 10:30 a.m.,  New York time, on the proposed
date of the Advance;  provided that (i) the failure of the Borrower to give such
notice  shall be deemed to be a  rejection  of each  Competitive  Bid,  (ii) the
Borrower shall not accept a Competitive Bid made at a particular Competitive Bid
Rate if the Borrower  rejects a Competitive Bid made at a lower  Competitive Bid
Rate,  (iii)  the  aggregate  amount of the  Competitive  Bids  accepted  by the
Borrower  shall  not  exceed  the  aggregate  amount  of the  requested  Advance
specified in the related  Competitive Bid Request,  (iv) to the extent necessary
to comply with clause (iii) above,  the Borrower may accept  Competitive Bids at
the same Competitive Bid Rate in part, which acceptance, in the case of multiple
Competitive  Bids at such  Competitive  Bid  Rate,  shall  be made  pro  rata in
accordance with the amount of each such Competitive Bid, and (v) except pursuant
to clause (iv) above,  no  Competitive  Bid shall be accepted for a  Competitive
Loan unless such Competitive Loan is in a minimum principal amount of $5,000,000
and an integral  multiple of $1,000,000;  provided further that if a Competitive
Loan must be in an amount  less than  $5,000,000  because of the  provisions  of
clause (iv) above,  such  Competitive Loan may be for a minimum of $1,000,000 or
any integral  multiple  thereof,  and in calculating  the pro rata allocation of
acceptances of portions of multiple Competitive Bids at a particular Competitive
Bid Rate  pursuant  to clause  (iv) the  amounts  shall be rounded  to  integral
multiples of $1,000,000 in a manner  determined by the Borrower.  A notice given
by the Borrower pursuant to this paragraph shall be irrevocable.

          (e) The Agent shall  promptly  notify each bidding  Lender by telecopy
whether or not its Competitive Bid has been accepted (and, if so, the amount and
Competitive  Bid Rate so accepted),  and each  successful  bidder will thereupon
become  bound,  subject  to  the  terms  and  conditions  hereof,  to  make  the
Competitive Loan in respect of which its Competitive Bid has been accepted.

          (f) If the  Agent  shall  elect  to  submit a  Competitive  Bid in its
capacity as a Lender,  it shall  submit  such  Competitive  Bid  directly to the
Borrower  at least one  quarter  of an


                                       19

<PAGE>

hour  earlier  than the time by which the other  Lenders are  required to submit
their Competitive Bids to the Agent pursuant to paragraph (b) of this Section.

     2.5.  Swingline  Loans.  (a) Subject to the terms and  conditions set forth
herein, the Swingline Lender agrees to make Swingline Loans to the Borrower from
time to time during the period  commencing on the Closing Date and ending on the
date  immediately  prior  to the  Facility  Termination  Date,  in an  aggregate
principal  amount  at any  time  outstanding  that  will not  result  in (i) the
Combined  Swingline  Exposure  exceeding   $30,000,000  or  (ii)  the  Aggregate
Outstanding  Credit Exposure exceeding the Aggregate  Commitment;  provided that
the Swingline Lender shall not be required to make a Swingline Loan to refinance
an outstanding  Swingline Loan.  Within the foregoing  limits and subject to the
terms and  conditions  set forth  herein,  the Borrower  may borrow,  prepay and
reborrow Swingline Loans.

          (b) Each  Swingline Loan shall bear interest at (i) the rate per annum
applicable to Floating Rate Advances or (ii) any other rate per annum  (computed
on the basis of the actual number of days elapsed over a year of 360 days) which
shall be  quoted  by the  Swingline  Lender  on the date  such  Loan is made and
accepted  by the  Borrower  as  provided in this  Section  2.5;  provided,  that
commencing  on any date on which the  Swingline  Lender  requires the Lenders to
acquire participations in a Swingline Loan pursuant to Section 2.5(d), such Loan
shall bear interest at the rate per annum applicable to Floating Rate Advances.

          (c) To  request a  Swingline  Loan,  the  Borrower  shall  notify  the
Swingline Lender of such request by telephone (confirmed by telecopy), not later
than 12:00 noon, New York time, on the day of a proposed  Swingline  Loan.  Each
such notice shall be  irrevocable  and shall specify the  requested  date (which
shall be a Business  Day) and  amount of the  requested  Swingline  Loan and the
Interest Period to be applicable thereto.  If so requested by the Borrower,  the
Swingline  Lender will quote an interest rate that, if accepted by the Borrower,
will be  applicable  to the  requested  Swingline  Loan,  and the Borrower  will
promptly  notify the  Swingline  Lender in the event it accepts  such rate.  The
Swingline Lender will promptly advise the Agent of any such notice received from
the Borrower.  The Swingline  Lender shall make each Swingline Loan available to
the Borrower by means of a credit to the general deposit account of the Borrower
with the Swingline  Lender by 3:00 p.m., New York time, on the requested date of
such Swingline Loan.

          (d) The Swingline  Lender may by written notice given to the Agent not
later than 10:00 a.m., New York time, on any Business Day require the Lenders to
acquire participations on such Business Day in all or a portion of the Swingline
Loans  outstanding.  Such notice shall specify the aggregate amount of Swingline
Loans in which Lenders will  participate.  Promptly upon receipt of such notice,
the Agent will give notice  thereof to each  Lender,  specifying  in such notice
such Lender's Pro Rata Share of such Swingline Loan or Loans. Each Lender hereby
absolutely and unconditionally agrees, upon receipt of notice as provided above,
to pay to the Agent, for the account of the Swingline Lender,  such Lender's Pro
Rata Share of such Swingline Loan or Loans. Each Lender  acknowledges and agrees
that its  obligation to acquire  participations  in Swingline  Loans pursuant to
this  paragraph is absolute and  unconditional  and shall not be affected by any
circumstance  whatsoever,  including the occurrence and continuance of a Default
or reduction or termination of the Commitments, and that each such payment shall
be made without any offset, abatement, withholding or reduction whatsoever. Each
Lender shall

                                       20
<PAGE>

comply with its obligation  under this paragraph by wire transfer of immediately
available  funds, in the same manner as provided in Section 2.11 with respect to
Loans made by such Lender (and Section 2.11 shall apply,  mutatis  mutandis,  to
the payment obligations of the Lenders), and the Agent shall promptly pay to the
Swingline Lender the amounts so received by it from the Lenders. The Agent shall
notify the Borrower of any participation in any Swingline Loan acquired pursuant
to this  paragraph,  and  thereafter  payments in respect of such Swingline Loan
shall be made to the Agent and not to the Swingline Lender. Any amounts received
by the  Swingline  Lender  from the  Borrower  (or other  party on behalf of the
Borrower) in respect of a Swingline  Loan after receipt by the Swingline  Lender
of the proceeds of a sale of participation therein shall be promptly remitted to
the Agent; any such amounts received by the Agent shall be promptly  remitted by
the Agent to the Lenders  that shall have made their  payments  pursuant to this
paragraph  and to the  Swingline  Lender,  as their  interests  may appear.  The
purchase of  participation  in a Swingline Loan pursuant to this paragraph shall
not relieve the Borrower of any default in the payment thereof.

     2.6. Letters of Credit.

          (a) General. Subject to the terms and conditions set forth herein, the
Borrower may request the issuance of Letters of Credit for its own account, in a
form  reasonably  acceptable to the Agent and the applicable  Issuing Bank, from
and  including the Closing Date and prior to the Facility  Termination  Date. In
the  event  of any  inconsistency  between  the  terms  and  conditions  of this
Agreement  and the  terms  and  conditions  of any  form  of  letter  of  credit
application or other agreement  submitted by the Borrower to, or entered into by
the Borrower  with, an Issuing Bank relating to any Letter of Credit,  the terms
and conditions of this Agreement shall control.

          (b)  Notice  of  Issuance,   Amendment,  Renewal,  Extension;  Certain
Conditions.  To request the  issuance  of a Letter of Credit (or the  amendment,
renewal or extension of an  outstanding  Letter of Credit),  the Borrower  shall
hand  deliver  or  telecopy  (or  transmit  by  electronic   communication,   if
arrangements for doing so have been approved by the applicable  Issuing Bank) to
the  applicable  Issuing  Bank  and the  Agent  (reasonably  in  advance  of the
requested date of issuance, amendment, renewal or extension) a notice requesting
the issuance of a Letter of Credit,  or  identifying  the Letter of Credit to be
amended,  renewed or extended,  and specifying the date of issuance,  amendment,
renewal or  extension  (which shall be a Business  Day),  the date on which such
Letter of Credit is to expire  (which  shall comply with  paragraph  (c) of this
Section),  the  amount of such  Letter of  Credit,  the name and  address of the
beneficiary thereof and such other information as shall be necessary to prepare,
amend,  renew or extend such Letter of Credit.  If requested  by the  applicable
Issuing Bank,  the Borrower also shall submit a letter of credit  application on
such Issuing Bank's standard form in connection with any request for a Letter of
Credit. A Letter of Credit shall be issued, amended, renewed or extended only if
(and upon issuance, amendment, renewal or extension of each Letter of Credit the
Borrower shall be deemed to represent and warrant that),  after giving effect to
such  issuance,  amendment,  renewal or  extension  (i) the Combined LC Exposure
shall not exceed $75,000,000 and (ii) the Aggregate  Outstanding Credit Exposure
shall not exceed the Aggregate  Commitment.  If the Required  Lenders notify the
Issuing  Banks that a Default  exists and instruct the Issuing  Banks to suspend
the issuance,  amendment,  renewal or extension of Letters of Credit, no Issuing
Bank  shall  issue,  amend,  renew or extend any  Letter of Credit  without  the
consent of the Required  Lenders  until such notice is withdrawn by the Required

                                       21

<PAGE>

Lenders (and each Lender that shall have delivered  such notice agrees  promptly
to withdraw it at such time as no Default exists).

          (c) Expiration Date. Each Letter of Credit shall expire at or prior to
the close of  business on the earlier of (i) the date one year after the date of
the  issuance  of such  Letter  of Credit  (or,  in the case of any  renewal  or
extension  thereof,  one year after such renewal or extension) and (ii) the date
that is five Business Days prior to the Facility Termination Date.

          (d)  Participations.  By the  issuance  of a Letter of  Credit  (or an
amendment to a Letter of Credit  increasing the amount  thereof) and without any
further action on the part of the applicable  Issuing Bank or the Lenders,  such
Issuing Bank hereby grants to each Lender,  and each Lender hereby acquires from
such  Issuing  Bank,  a  participation  in such  Letter of Credit  equal to such
Lender's Pro Rata Share of the aggregate amount available to be drawn under such
Letter of Credit.  In  consideration  and in furtherance of the foregoing,  each
Lender hereby absolutely and unconditionally agrees to pay to the Agent, for the
account  of  such  Issuing  Bank,  such  Lender's  Pro  Rata  Share  of  each LC
Disbursement made by such Issuing Bank and not reimbursed by the Borrower on the
date due as provided in paragraph (e) of this Section,  or of any  reimbursement
payment  required  to be refunded to the  Borrower  for any reason.  Each Lender
acknowledges and agrees that its obligation to acquire  participations  pursuant
to this paragraph in respect of Letters of Credit is absolute and  unconditional
and  shall  not  be  affected  by any  circumstance  whatsoever,  including  any
amendment,  renewal or extension of any Letter of Credit or the  occurrence  and
continuance  of a Default or reduction or termination  of the  Commitments,  and
that each such payment shall be made without any offset, abatement,  withholding
or reduction whatsoever.

          (e)  Reimbursement.  If an Issuing Bank shall make any LC Disbursement
in  respect  of a  Letter  of  Credit,  the  Borrower  shall  reimburse  such LC
Disbursement by paying to the Agent an amount equal to such LC Disbursement  not
later than 12:00 noon, New York City time, on the date that such LC Disbursement
is made,  if the Borrower  shall have  received  notice of such LC  Disbursement
prior to 10:00 a.m.,  New York City time,  on such date,  or, if such notice has
not been  received  by the  Borrower  prior to such time on such date,  then not
later than 12:00  noon,  New York City time,  on (i) the  Business  Day that the
Borrower  receives such notice,  if such notice is received prior to 10:00 a.m.,
New York City time, on the day of receipt,  or (ii) the Business Day immediately
following the day that the Borrower  receives such notice, if such notice is not
received  prior to such time on the day of receipt;  provided  that,  if such LC
Disbursement  is not less than  $1,000,000,  the  Borrower  may,  subject to the
conditions to borrowing set forth herein, request in accordance with Section 2.1
or 2.5 that such payment be financed  with a Floating  Rate Advance or Swingline
Loan in an  equivalent  amount and, to the extent so  financed,  the  Borrower's
obligation  to make  such  payment  shall  be  discharged  and  replaced  by the
resulting Floating Rate Advance or Swingline Loan. If the Borrower fails to make
such payment when due, the Agent shall notify each Lender of the  applicable  LC
Disbursement, the payment then due from the Borrower in respect thereof and such
Lender's Pro Rata Share thereof. Promptly following receipt of such notice, each
Lender  shall pay to the Agent its Pro Rata Share of the  payment  then due from
the  Borrower,  in the same manner as provided in Section  2.11 with  respect to
Loans made by such Lender (and Section 2.11 shall apply,  mutatis  mutandis,  to
the payment  obligations  of the Lenders),  and the Agent shall  promptly pay to
such  Issuing  Bank the  amounts so received  by it from the  Lenders.  Promptly


                                       22
<PAGE>

following receipt by the Agent of any payment from the Borrower pursuant to this
paragraph,  the Agent shall  distribute such payment to such Issuing Bank or, to
the extent  that  Lenders  have made  payments  pursuant  to this  paragraph  to
reimburse such Issuing Bank, then to such Lenders and such Issuing Bank as their
interests may appear. Any payment made by a Lender pursuant to this paragraph to
reimburse an Issuing Bank for any LC  Disbursement  (other than the funding of a
Floating  Rate  Advance or a Swingline  Loan as  contemplated  above)  shall not
constitute  a Loan and shall not  relieve  the  Borrower  of its  obligation  to
reimburse such LC Disbursement.

          (f)  Obligations Absolute.  The Borrower's obligation  to reimburse LC
Disbursements  as provided in paragraph  (e) of this Section  shall be absolute,
unconditional  and  irrevocable,  and shall be performed  strictly in accordance
with the terms of this Agreement under any and all circumstances  whatsoever and
irrespective  of (i) any lack of  validity  or  enforceability  of any Letter of
Credit or this Agreement,  or any term or provision  therein,  (ii) any draft or
other  document  presented  under a  Letter  of  Credit  proving  to be  forged,
fraudulent  or invalid in any respect or any  statement  therein being untrue or
inaccurate  in any respect,  (iii)  payment by an Issuing Bank under a Letter of
Credit  against  presentation  of a draft or other document that does not comply
with the terms of such Letter of Credit, or (iv) any other event or circumstance
whatsoever,  whether or not similar to any of the foregoing, that might, but for
the provisions of this Section, constitute a legal or equitable discharge of, or
provide a right of setoff against, the Borrower's obligations hereunder. None of
the  Agent,  the  Lenders  or the  Issuing  Banks,  or any of  their  respective
affiliates,  directors,  officers  or  employees,  shall have any  liability  or
responsibility  by reason of or in  connection  with the issuance or transfer of
any Letter of Credit or any  payment or failure to make any  payment  thereunder
(irrespective  of  any  of  the  circumstances  referred  to  in  the  preceding
sentence), or any error, omission,  interruption,  loss or delay in transmission
or delivery of any draft, notice or other communication under or relating to any
Letter of Credit (including any document required to make a drawing thereunder),
any error in interpretation  of technical terms or any consequence  arising from
causes  beyond the control of the  applicable  Issuing  Bank;  provided that the
foregoing shall not be construed to excuse an Issuing Bank from liability to the
Borrower  to the  extent of any direct  damages  (as  opposed  to  consequential
damages,  claims in respect of which are hereby  waived by the  Borrower  to the
extent  permitted by applicable law) suffered by the Borrower that are caused by
such Issuing Bank's failure to exercise care when determining whether drafts and
other  documents  presented  under a Letter  of  Credit  comply  with the  terms
thereof.  The  parties  hereto  expressly  agree  that,  in the absence of gross
negligence  or wilful  misconduct  on the part of an  Issuing  Bank (as  finally
determined  by a court of  competent  jurisdiction),  an  Issuing  Bank shall be
deemed to have exercised care in each such determination.  In furtherance of the
foregoing  and  without  limiting  the  generality  thereof  and  subject to any
non-waivable  provisions  of the laws  and/or  other  rules to which a Letter of
Credit is subject,  the parties agree that, with respect to documents  presented
which appear on their face to be in substantial  compliance  with the terms of a
Letter of Credit, an Issuing Bank may, in its sole discretion, either accept and
make   payment  upon  such   documents   without   responsibility   for  further
investigation,  regardless  of any notice or  information  to the  contrary,  or
refuse to accept and make payment upon such  documents if such documents are not
in strict compliance with the terms of such Letter of Credit.

          (g)  Disbursement  Procedures.  The  applicable  Issuing  Bank  shall,
promptly  following its receipt  thereof,  examine all  documents  purporting to
represent a demand for payment under a Letter of Credit. Such Issuing Bank shall
promptly notify the Agent and the


                                       23

<PAGE>

Borrower by  telephone  (confirmed  by  telecopy) of such demand for payment and
whether such Issuing Bank has made or will make an LC  Disbursement  thereunder;
provided  that any  failure  to give or delay in giving  such  notice  shall not
relieve the Borrower of its  obligation  to reimburse  such Issuing Bank and the
Lenders with respect to any such LC Disbursement.

          (h)  Interim   Interest.   If  an  Issuing  Bank  shall  make  any  LC
Disbursement,  then, unless the Borrower shall reimburse such LC Disbursement in
full on the date such LC  Disbursement  is made, the unpaid amount thereof shall
bear interest,  for each day from and including the date such LC Disbursement is
made  to  but  excluding  the  date  that  the  Borrower   reimburses   such  LC
Disbursement,  at the rate per annum then  applicable to Floating Rate Advances;
provided that, if the Borrower fails to reimburse such LC Disbursement  when due
pursuant to  paragraph  (e) of this  Section,  then  Section  2.14 shall  apply.
Interest  accrued  pursuant to this  paragraph  shall be for the account of such
Issuing Bank,  except that interest  accrued on and after the date of payment by
any Lender  pursuant to paragraph (e) of this Section to reimburse  such Issuing
Bank shall be for the account of such Lender to the extent of such payment.

          (i)  Cash  Collateralization.  If  any  Default  shall  occur  and  be
continuing, on the Business Day that the Borrower receives notice from the Agent
or the Required Lenders (or, if the maturity of the Loans has been  accelerated,
Lenders  with  LC  Exposures  representing  greater  than  50% of the  total  LC
Exposure)  demanding the deposit of cash collateral  pursuant to this paragraph,
the  Borrower  shall  deposit in an account  with the Agent,  in the name of the
Agent and for the  benefit  of the  Lenders,  an amount in cash  equal to the LC
Exposure as of such date plus any accrued and unpaid interest thereon;  provided
that the  obligation  to deposit such cash  collateral  shall  become  effective
immediately,  and such deposit shall become immediately due and payable, without
demand or other  notice of any kind,  upon the  occurrence  of any Default  with
respect to the Borrower  described in Sections 7.6 or 7.7. Such deposit shall be
held  by the  Agent  as  collateral  for  the  payment  and  performance  of the
obligations of the Borrower under this Agreement. The Agent shall have exclusive
dominion and control,  including the exclusive  right of  withdrawal,  over such
account.  Other than any interest  earned on the  investment  of such  deposits,
which  investments  shall be made at the option and sole discretion of the Agent
and at the Borrower's  risk and expense,  such deposits shall not bear interest.
Interest  or profits,  if any,  on such  investments  shall  accumulate  in such
account.  Moneys in such account shall be applied by the Agent to reimburse each
Issuing Bank for LC  Disbursements  for which it has not been reimbursed and, to
the  extent  not  so  applied,  shall  be  held  for  the  satisfaction  of  the
reimbursement  obligations  of the Borrower for the LC Exposure at such time or,
if the maturity of the Loans has been accelerated (but subject to the consent of
Lenders  with  LC  Exposures  representing  greater  than  50% of the  total  LC
Exposure),  be applied to satisfy other  obligations  of the Borrower under this
Agreement.  If the Borrower is required to provide an amount of cash  collateral
hereunder as a result of the occurrence of a Default, such amount (to the extent
not  applied as  aforesaid)  shall be  returned  to the  Borrower  within  three
Business Days after all Defaults have been cured or waived.

          (j)  Designation of Additional  Issuing Banks.  From time to time, the
Borrower  may by notice to the Agent and the  Lenders  designate  as  additional
Issuing  Banks  one or more  Lenders  that  agree to serve in such  capacity  as
provided below. The acceptance by a Lender of any appointment as an Issuing Bank
hereunder  shall be  evidenced by an agreement  (an "Issuing

                                       24

<PAGE>

Bank Agreement"),  which shall be in a form satisfactory to the Borrower and the
Agent, shall set forth the LC Commitment of such Lender and shall be executed by
such Lender,  the Borrower and the Agent and, from and after the effective  date
of such agreement,  (i) such Lender shall have all the rights and obligations of
an Issuing  Bank  under this  Agreement  and the other Loan  Documents  and (ii)
references  herein and in the other Loan  Documents to the term  "Issuing  Bank"
shall be deemed to include such Lender in its capacity as an Issuing Bank.

     2.7. Types of Advances. Revolving Advances may be Floating Rate Advances or
Eurodollar  Advances,  or a  combination  thereof,  selected by the  Borrower in
accordance  with Sections 2.10 and 2.11.  Swingline  Loans will be Floating Rate
Advances.  Competitive  Loans may be  Eurodollar  Rate  Advances  or Fixed  Rate
Advances, or a combination thereof,  selected by the Borrower in accordance with
Section 2.4.

     2.8.  Facility  Fee;  Letter  of  Credit  Fees;   Reductions  in  Aggregate
Commitment.

          2.8.1  Facility  Fee. The Borrower  agrees to pay to the Agent for the
     account of each Lender a facility fee (the  "Facility  Fee") at a per annum
     rate equal to the Applicable Fee Rate on such Lender's  Commitment (whether
     used or unused) from and  including  the Closing Date to and  including the
     Facility  Termination  Date,  payable  quarterly in arrears on each Payment
     Date hereafter and on the Facility  Termination Date, provided that, if any
     Lender  continues to have Revolving Credit Exposure  outstanding  hereunder
     after the  termination of its Commitment  (including,  without  limitation,
     during any period  when Loans or Letters of Credit may be  outstanding  but
     new Loans or Letters of Credit may not be  borrowed  or issued  hereunder),
     then the Facility Fee shall  continue to accrue on the aggregate  principal
     amount of the  Revolving  Credit  Exposure of such Lender until such Lender
     ceases to have any Revolving Credit Exposure.

          2.8.2  Letter of Credit Fees.  The  Borrower  agrees to pay (i) to the
     Agent for the account of each Lender a  participation  fee with  respect to
     its participations in Letters of Credit (the "LC Participation Fee"), which
     shall accrue at the Applicable Fee Rate on the average daily amount of such
     Lender's  LC  Exposure  (excluding  any  portion  thereof  attributable  to
     unreimbursed  LC  Disbursements)  during the period from and  including the
     Closing Date to but  excluding the later of the date on which such Lender's
     Commitment  terminates and the date on which such Lender ceases to have any
     LC  Exposure,  and (ii) to each Issuing  Bank a fronting  fee,  which shall
     accrue at the rate or rates per annum  separately  agreed upon  between the
     Borrower  and such  Issuing  Bank on the  average  daily  amount  of the LC
     Exposure  attributable  to Letters of Credit  issued by such  Issuing  Bank
     (excluding   any  portion   thereof   attributable   to   unreimbursed   LC
     Disbursements) during the period from and including the Closing Date to but
     excluding the later of the date of termination of the  Commitments  and the
     date on which there ceases to be any LC  Exposure,  as well as each Issuing
     Bank's  standard fees with respect to the issuance,  amendment,  renewal or
     extension of any Letter of Credit or processing of drawings thereunder.  LC
     Participation Fees and fronting fees accrued through and including the last
     day of March, June, September and December of each year shall be payable on
     the third  Business Day  following  such last day,  commencing on the first
     such date to occur  after the  Closing  Date;  provided  that all such fees
     shall be  payable  on the  Facility  Termination  Date  and any  such  fees
     accruing after the date on which the Commitments


                                       25

<PAGE>

     terminate shall be payable on demand.  Any other fees payable to an Issuing
     Bank pursuant to this paragraph  shall be payable  promptly upon receipt of
     an invoice therefor.

          2.8.3 Reductions in Aggregate Commitment. The Borrower may permanently
     reduce the  Aggregate  Commitment in whole,  or in part,  ratably among the
     Lenders  in  integral  multiples  of  $5,000,000,  upon at  least  ten (10)
     Business Days' written notice to the Agent,  which notice shall specify the
     amount of any such  reduction,  provided,  however,  that the amount of the
     Aggregate  Commitment  may not be reduced below the  Aggregate  Outstanding
     Credit  Exposure.  All  accrued  facility  fees  shall  be  payable  on the
     effective date of any termination of the obligations of the Lenders to make
     Credit Extensions  hereunder and on the final date upon which all Revolving
     Loans are repaid.

     2.9.  Minimum Amount of Each Advance.  Each Eurodollar  Advance shall be in
the minimum  amount of  $5,000,000  (and in multiples of $1,000,000 if in excess
thereof),  and each  Floating  Rate  Advance  shall be in the minimum  amount of
$5,000,000  (and in multiples of  $1,000,000  if in excess  thereof),  provided,
however,  that any Floating  Rate Advance may be in the amount of the  Available
Aggregate Commitment.

     2.10. Optional Principal Payments.  The Borrower may from time to time pay,
without  penalty or premium,  all  outstanding  Floating Rate  Advances,  or any
portion of the outstanding Floating Rate Advances, in a minimum aggregate amount
of $5,000,000 or any integral multiple of $1,000,000 in excess thereof, upon one
(1) Business Day's prior notice to the Agent. The Borrower may from time to time
pay, subject to the payment of any funding  indemnification  amounts required by
Section 3.4 but without penalty or premium, all outstanding Eurodollar Advances,
or, in a minimum  aggregate  amount of  $5,000,000  or any integral  multiple of
$1,000,000 in excess thereof, any portion of the outstanding Eurodollar Advances
upon  three (3)  Business  Days'  prior  notice to the Agent;  provided  that no
Competitive Loan may be prepaid without the consent of the applicable Lender.

     2.11.  Method of  Selecting  Types and Interest  Periods for New  Revolving
Advances.  The Borrower  shall select the Type of Revolving  Advance and, in the
case of each  Revolving  Eurodollar  Advance,  the  Interest  Period  applicable
thereto  from time to time;  provided  that there shall be no more than five (5)
Interest  Periods in effect with  respect to all of the  Revolving  Loans at any
time, unless such limit has been waived by the Agent in its sole discretion. The
Borrower  shall give the Agent  irrevocable  notice (a  "Borrowing  Notice") not
later than 11:00 a.m.  (New York time) on the Borrowing  Date of each  Revolving
Floating Rate Advance and three Business Days before the Borrowing Date for each
Revolving Eurodollar Advance, specifying:

     (i)  the Borrowing Date, which shall be a Business Day, of such Advance,

     (ii) the aggregate amount of such Advance,

     (iii)the Type of Advance selected, and

     (iv) in the case of each Eurodollar Advance, the Interest Period applicable
          thereto.

The Agent shall provide  written notice of each request for borrowing under this
Section 2.11 by 11:00 a.m. (New York time) (or, if later,  within one hour after
receipt of the applicable

                                       26

<PAGE>

Borrowing  Notice from the  Borrower) on each  Borrowing  Date for each Floating
Rate Advance or on the third  Business Day prior to each Borrowing Date for each
Eurodollar Advance,  as applicable.  Not later than 1:00 p.m. (New York time) on
each  Borrowing  Date,  each Lender shall make  available its Revolving  Loan or
Revolving Loans in Federal or other funds  immediately  available in New York to
the Agent at its  address  specified  pursuant to Article  XIII.  The Agent will
promptly make the funds so received  from the Lenders  available to the Borrower
at the Agent's aforesaid address.

     2.12.  Conversion and Continuation of Outstanding  Revolving  Advances;  No
Conversion or  Continuation  of Revolving  Eurodollar  Advances  After  Default.
Revolving Floating Rate Advances shall continue as Floating Rate Advances unless
and until such  Revolving  Floating Rate Advances are converted  into  Revolving
Eurodollar  Advances  pursuant to this Section 2.12 or are repaid in  accordance
with  Section  2.10.  Each  Revolving  Eurodollar  Advance  shall  continue as a
Eurodollar  Advance  until  the  end  of the  then  applicable  Interest  Period
therefor, at which time such Revolving Eurodollar Advance shall be automatically
converted  into a Revolving  Floating  Rate  Advance  unless (x) such  Revolving
Eurodollar  Advance is or was repaid in accordance  with Section 2.10 or (y) the
Borrower shall have given the Agent a Conversion/Continuation Notice (as defined
below)  requesting  that, at the end of such  Interest  Period,  such  Revolving
Eurodollar  Advance continue as a Revolving  Eurodollar  Advance for the same or
another Interest  Period.  Subject to the terms of Section 2.9, the Borrower may
elect from time to time to convert all or any part of a Revolving Advance of any
Type into any other Type or Types of Advances;  provided that any  conversion of
any Revolving  Eurodollar Advance shall be made on, and only on, the last day of
the Interest Period applicable thereto. Notwithstanding anything to the contrary
contained  in this  Section  2.12,  during  the  continuance  of a Default or an
Unmatured  Default,  the Agent may (or shall at the  direction  of the  Required
Lenders),  by notice to the Borrower,  declare that no Revolving  Advance may be
made,  converted or continued as a Eurodollar  Advance.  The Borrower shall give
the  Agent  irrevocable  notice  (a  "Conversion/Continuation  Notice")  of each
conversion  of a Revolving  Advance or  continuation  of a Revolving  Eurodollar
Advance not later than 11:00 a.m. (New York time) at least one (1) Business Day,
in the case of a conversion into a Revolving Floating Rate Advance, or three (3)
Business Days, in the case of a conversion  into or  continuation of a Revolving
Eurodollar  Advance,   prior  to  the  date  of  the  requested   conversion  or
continuation, specifying:

     (i)  the requested date,  which shall be a Business Day, of such conversion
          or continuation,

     (ii) the aggregate  amount and Type of the Advance which is to be converted
          or continued, and

     (iii)the amount of such Advance which is to be converted  into or continued
          as a  Eurodollar  Advance  and the  duration  of the  Interest  Period
          applicable thereto.

This Section shall not apply to Competitive Loans or Swingline Loans,  which may
not be converted or continued.

     2.13.  Changes in Interest Rate, etc. Each Floating Rate Advance shall bear
interest on the  outstanding  principal  amount  thereof,  for each day from and
including  the date such Advance

                                       27

<PAGE>

is made or is automatically  converted from a Eurodollar Advance into a Floating
Rate Advance  pursuant to Section  2.12, to but excluding the date it is paid or
is converted  into a Eurodollar  Advance  pursuant to Section 2.12 hereof,  at a
rate per annum equal to the Floating  Rate for such day.  Changes in the rate of
interest on that portion of any Advance  maintained  as a Floating  Rate Advance
will take effect  simultaneously  with each change in the  Alternate  Base Rate.
Each Eurodollar Advance shall bear interest on the outstanding  principal amount
thereof  from and  including  the first day of the  Interest  Period  applicable
thereto  to (but not  including)  the last day of such  Interest  Period  at the
Eurodollar Rate determined by the Agent as applicable to such Eurodollar Advance
based upon the Borrower's  selections under Sections 2.10 and 2.11 and otherwise
in  accordance  with the terms  hereof.  No  Interest  Period  may end after the
Facility  Termination  Date.  Each Fixed Rate Advance shall bear interest at the
Fixed Rate applicable thereto.

     2.14. Rates  Applicable After Default.  During the continuance of a Default
(including the Borrower's  failure to pay any Loan when due, whether upon stated
maturity,  acceleration or otherwise) the Required Lenders may, at their option,
by notice to the  Borrower  (which  notice  may be  revoked at the option of the
Required  Lenders   notwithstanding  any  provision  of  Section  8.2  requiring
unanimous consent of the Lenders to changes in interest rates), declare that (i)
each Eurodollar  Advance shall bear interest for the remainder of the applicable
Interest Period at the rate otherwise applicable to such Interest Period plus 2%
per annum and (ii) each  Floating Rate Advance shall bear interest at a rate per
annum equal to the Floating  Rate in effect from time to time plus 2% per annum,
provided that, during the continuance of a Default under Section 7.6 or 7.7, the
interest  rates set forth in clauses (i) and (ii) above shall be  applicable  to
all  Advances,  fees and other  Obligations  hereunder  without any  election or
action on the part of the Agent or any Lender.

     2.15. Funding of Loans; Method of Payment.  All payments of the Obligations
hereunder  shall  be  made,  without  setoff,  deduction,  or  counterclaim,  in
immediately  available  funds to the  Agent  at the  Agent's  address  specified
pursuant to Article  XIII,  or at any other  Lending  Installation  of the Agent
specified in writing by the Agent to the Borrower, by 12:00 noon (New York time)
on the date  when due and  shall be  applied  ratably  by the  Agent  among  the
Lenders. Each payment delivered to the Agent for the account of any Lender shall
be delivered promptly by the Agent to such Lender in the same type of funds that
the Agent received at its address  specified  pursuant to Article XIII or at any
Lending  Installation  specified  in a notice  received  by the Agent  from such
Lender.  The Agent is hereby  authorized  to charge the account of the  Borrower
maintained  with JPMCB for each  payment of  principal,  interest and fees as it
becomes due hereunder.

     2.16. Noteless Agreement;  Evidence of Indebtedness.  (i) Each Lender shall
maintain in accordance with its usual practice an account or accounts evidencing
the indebtedness of the Borrower to such Lender resulting from each Loan made by
such Lender from time to time,  including  the amounts of principal and interest
payable and paid to such Lender from time to time hereunder.

     (ii) The Agent shall also maintain accounts in which it will record (a) the
          date and the amount of each Loan made hereunder,  the Type thereof and
          the  Interest  Period  (in the  case of an  Eurodollar  Advance)  with
          respect  thereto,  (b) the amount of any

                                       28

<PAGE>

          principal  or  interest  due and  payable or to become due and payable
          from the Borrower to each Lender hereunder, (c) the effective date and
          amount of each  Assignment  Agreement  delivered to and accepted by it
          and the parties  thereto  pursuant to Section 12.3,  (d) the amount of
          any sum  received by the Agent  hereunder  from the  Borrower and each
          Lender's  share  thereof,  and (e) all other  appropriate  debits  and
          credits as provided in this Agreement,  including, without limitation,
          all fees, charges, expenses and interest.

     (iii)The  entries  maintained  in  the  accounts   maintained  pursuant  to
          paragraphs  (i) and (ii) above  shall be prima facie  evidence  absent
          manifest error of the existence and amounts of the Obligations therein
          recorded;  provided,  however,  that the  failure  of the Agent or any
          Lender to maintain such accounts or any error therein shall not in any
          manner affect the obligation of the Borrower to repay the  Obligations
          in accordance with their terms.

     (iv) Any Lender may request  that its Loans be  evidenced  by a  promissory
          note in substantially the form of Exhibit E (a "Note"). In such event,
          the Borrower  shall  prepare,  execute and deliver to such Lender such
          Note  payable  to the  order of such  Lender.  Thereafter,  the  Loans
          evidenced by such Note and interest  thereon shall at all times (prior
          to any  assignment  pursuant to Section 12.3) be represented by one or
          more Notes payable to the order of the payee named therein,  except to
          the extent that any such Lender subsequently returns any such Note for
          cancellation  and requests  that such Loans once again be evidenced as
          described in paragraphs (i) and (ii) above.

     2.17.  Telephonic  Notices.  The Borrower hereby authorizes the Lenders and
the Agent to extend, convert or continue Advances, effect selections of Types of
Advances and to transfer funds based on telephonic notices made by any person or
persons the Agent or any Lender in good faith believes to be acting on behalf of
the  Borrower,   it  being  understood  that  the  foregoing   authorization  is
specifically  intended to allow  Borrowing  Notices and  Conversion/Continuation
Notices to be given  telephonically.  The Borrower agrees to deliver promptly to
the  Agent a written  confirmation,  signed by an  Authorized  Officer,  if such
confirmation is requested by the Agent or any Lender, of each telephonic notice.
If the written  confirmation  differs in any  material  respect  from the action
taken by the Agent and the  Lenders,  the  records of the Agent and the  Lenders
shall govern absent manifest error.

     2.18. Interest Payment Dates;  Interest and Fee Basis.  Interest accrued on
each  Floating  Rate Advance  shall be payable in arrears on each Payment  Date,
commencing with the first such date to occur after the Closing Date, on any date
on which the Floating Rate Advance is prepaid,  whether due to  acceleration  or
otherwise, and at maturity.  Interest accrued on that portion of the outstanding
principal  amount of any  Floating  Rate  Advance  converted  into a  Eurodollar
Advance  on a day other  than a Payment  Date  shall be  payable  on the date of
conversion.  Interest accrued on each Eurodollar Advance shall be payable on the
last day of its applicable  Interest Period, on any date on which the Eurodollar
Advance is prepaid,  whether by  acceleration  or  otherwise,  and at  maturity.
Interest  accrued on each  Eurodollar  Advance having an Interest  Period longer
than three  months  shall  also be  payable on the last day of each  three-month
interval during such Interest  Period.  Interest accrued on each Fixed Rate Loan
shall be  payable  on the  last day of the


                                       29

<PAGE>

Interest  Period  applicable to the Advance of which such Loan is a part and, in
the case of a Fixed Rate Advance  with an Interest  Period of more than 90 days'
duration (unless otherwise specified in the applicable Competitive Bid Request),
each day prior to the last day of such Interest  Period that occurs at intervals
of 90 days' duration after the first day of such Interest Period,  and any other
dates that are specified in the applicable  Competitive Bid Request as dates for
payment of  interest  with  respect to such  Advance.  Interest  accrued on each
Swingline  Loan  shall be payable  on the day that such Loan is  required  to be
repaid.  Interest  accrued  on any  Advance  that is not paid  when due shall be
payable on demand and on the date of payment  in full.  Interest  on  Eurodollar
Advances,  Fixed Rate Loans and fees  hereunder  shall be calculated  for actual
days elapsed on the basis of a 360-day year.  Interest on Floating Rate Advances
shall be calculated for actual days elapsed on the basis of a 365/366-day  year.
Interest  shall be payable for the day an Advance is made but not for the day of
any payment on the amount  paid if payment is received  prior to 12:00 noon (New
York time) at the place of payment.  If any payment of  principal of or interest
on an Advance,  any fees or any other amounts payable to the Agent or any Lender
hereunder  shall become due on a day which is not a Business  Day,  such payment
shall be made on the next succeeding  Business Day and, in the case of principal
payment,  such extension of time shall be included in computing  interest,  fees
and commissions in connection with such payment.

     2.19. Notification of Advances,  Interest Rates, Prepayments and Commitment
Reductions;  Availability of Loans.  Promptly after receipt  thereof,  the Agent
will notify each Lender in writing of the contents of each Aggregate  Commitment
reduction  notice,   Borrowing  Notice,   Conversion/Continuation   Notice,  and
repayment  notice  received by it hereunder.  The Agent will notify the Borrower
and each Lender of the interest  rate  applicable to each  Revolving  Eurodollar
Advance  promptly  upon  determination  of such  interest rate and will give the
Borrower  and each Lender  prompt  notice of each change in the  Alternate  Base
Rate.

     2.20. Lending Installations.  Each Lender may book its Loans at any Lending
Installation  selected by such  Lender and may change its  Lending  Installation
from time to time. All terms of this  Agreement  shall apply to any such Lending
Installation  and the Loans and any Notes issued  hereunder shall be deemed held
by each Lender for the  benefit of any such  Lending  Installation.  Each Lender
may, by written notice to the Agent and the Borrower in accordance  with Article
XIII, designate  replacement or additional Lending  Installations  through which
Loans will be made by it and for whose account Loan payments are to be made.

     2.21.  Non-Receipt of Funds by the Agent.  Unless the Borrower or a Lender,
as the  case  may be,  notifies  the  Agent  prior  to the  date on  which it is
scheduled  to make  payment  to the  Agent of (i) in the case of a  Lender,  the
proceeds of a Loan or (ii) in the case of the Borrower,  a payment of principal,
interest or fees to the Agent for the account of the  Lenders,  that it does not
intend to make such  payment,  the Agent may assume  that such  payment has been
made.  The Agent may,  but shall not be  obligated  to,  make the amount of such
payment available to the intended recipient in reliance upon such assumption. If
such  Lender  or the  Borrower,  as the case may be,  has not in fact  made such
payment to the Agent,  the  recipient  of such payment  shall,  on demand by the
Agent,  repay to the Agent the amount so made  available  together with interest
thereon in respect  of each day  during the period  commencing  on the date such
amount was so made available by the Agent until the date the Agent recovers such
amount at a rate per annum equal to (x) in the case of payment by a Lender,  the
Federal  Funds  Effective  Rate for  such  day


                                       30

<PAGE>

for the first three days and,  thereafter,  the interest rate  applicable to the
relevant Loan or (y) in the case of payment by the  Borrower,  the interest rate
applicable to the relevant Loan.

     2.22.  Replacement  of Lender.  If the  Borrower  is  required  pursuant to
Section 3.1, 3.2 or 3.5 to make any  additional  payment to any Lender or if any
Lender's  obligation to make or continue,  or to convert  Floating Rate Advances
into, Eurodollar Advances shall be suspended pursuant to Section 3.3 (any Lender
so affected an  "Affected  Lender"),  the  Borrower  may elect,  if such amounts
continue to be charged or such  suspension is still  effective,  to terminate or
replace the  Commitment  of such  Affected  Lender,  provided that no Default or
Unmatured  Default  shall have  occurred and be  continuing  at the time of such
termination or replacement,  and provided further that,  concurrently  with such
termination  or  replacement,  (i) if the  Affected  Lender  is being  replaced,
another bank or other entity which is  reasonably  satisfactory  to the Borrower
and the Agent shall agree, as of such date, to purchase for cash the Outstanding
Credit  Exposure of the  Affected  Lender  pursuant to an  Assignment  Agreement
substantially  in the form of Exhibit C and to become a Lender for all  purposes
under this Agreement and to assume all  obligations of the Affected Lender to be
terminated as of such date and to comply with the  requirements  of Section 12.3
applicable  to  assignments,  and (ii) the Borrower  shall pay to such  Affected
Lender in immediately  available  funds on the day of such  replacement  (A) all
interest, fees and other amounts then accrued but unpaid to such Affected Lender
by the Borrower  hereunder to and including the date of  termination,  including
without limitation  payments due to such Affected Lender under Sections 3.1, 3.2
and 3.5, and (B) an amount,  if any,  equal to the payment which would have been
due to such  Lender on the day of such  replacement  under  Section  3.4 had the
Loans of such Affected  Lender been prepaid on such date rather than sold to the
replacement Lender, in each case to the extent not paid by the purchasing lender
and (iii) if the Affected Lender is being terminated,  the Borrower shall pay to
such Affected Lender all Obligations due to such Affected Lender  (including the
amounts  described in the  immediately  preceding  clauses (i) and (ii) plus the
outstanding  principal balance of such Affected Lender's Advances and the amount
of such  Lender's  funded  participations  in  unreimbursed  LC  Disbursements).
Notwithstanding the foregoing,  the Borrower may not terminate the Commitment of
an Affected  Lender if, after giving effect to such  termination,  the Aggregate
Outstanding Credit Exposure would exceed the Aggregate Commitment.

                                  ARTICLE III

                             YIELD PROTECTION; TAXES

     3.1.  Yield  Protection.  If, on or after the Closing Date, the adoption of
any law or any  governmental or  quasi-governmental  rule,  regulation,  policy,
guideline or directive  (whether or not having the force of law),  or any change
in any such law,  rule,  regulation,  policy,  guideline  or directive or in the
interpretation    or    administration    thereof   by   any   governmental   or
quasi-governmental authority, central bank or comparable agency charged with the
interpretation  or  administration  thereof,  or  compliance  by any  Lender  or
applicable  Lending  Installation with any request or directive  (whether or not
having  the  force of law) of any such  authority,  central  bank or  comparable
agency:

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<PAGE>

          3.1.1 subjects any Lender or any applicable  Lending  Installation  to
     any Taxes,  or changes the basis of  taxation of payments  (other than with
     respect to  Excluded  Taxes) to any  Lender in  respect  of its  Eurodollar
     Loans, or

          3.1.2   imposes  or  increases  or  deems   applicable   any  reserve,
     assessment,  insurance  charge,  special  deposit  or  similar  requirement
     against assets of,  deposits with or for the account of, or credit extended
     by, any Lender or any applicable Lending  Installation (other than reserves
     and  assessments  taken  into  account in  determining  the  interest  rate
     applicable to Eurodollar Advances), or

          3.1.3  imposes any other  condition the result of which is to increase
     the cost to any Lender or any applicable  Lending  Installation  of making,
     funding or maintaining its Commitment, Eurodollar Loans or Fixed Rate Loans
     or reduces any amount  receivable by any Lender or any  applicable  Lending
     Installation in connection with its Commitment,  Eurodollar  Loans or Fixed
     Rate Loans, or requires any Lender or any applicable  Lending  Installation
     to make any payment  calculated  by reference to the amount of  Commitment,
     Eurodollar Loans or Fixed Rate Loans held or interest received by it, by an
     amount deemed material by such Lender,

and the result of any of the foregoing is to increase the cost to such Lender or
applicable  Lending  Installation  of  making  or  maintaining  its  Commitment,
Eurodollar  Loans or Fixed Rate Loans or to reduce the return  received  by such
Lender or applicable  Lending  Installation in connection with such  Commitment,
Eurodollar  Loans  or  Fixed  Rate  Loans,  then,  within  15  days  of  demand,
accompanied  by the written  statement  required by Section 3.6, by such Lender,
the  Borrower  shall pay such Lender such  additional  amount or amounts as will
compensate such Lender for such increased cost or reduction in amount received.

     3.2. Changes in Capital Adequacy  Regulations.  If a Lender  determines the
amount of capital  required or expected to be  maintained  by such  Lender,  any
Lending  Installation of such Lender or any corporation  controlling such Lender
is  increased  as a  result  of a  Change,  then,  within  15  days  of  demand,
accompanied  by the written  statement  required by Section 3.6, by such Lender,
the Borrower  shall pay such Lender the amount  necessary to compensate  for any
shortfall in the rate of return on the portion of such  increased  capital which
such Lender determines is attributable to this Agreement, its Outstanding Credit
Exposure or its  Commitment  hereunder  (after taking into account such Lender's
policies  as to  capital  adequacy).  "Change"  means (i) any  change  after the
Closing Date in the  Risk-Based  Capital  Guidelines or (ii) any adoption of, or
change in, or change in the  interpretation  or administration of any other law,
governmental  or  quasi-governmental   rule,  regulation,   policy,   guideline,
interpretation,  or directive (whether or not having the force of law) after the
Closing  Date which  affects  the amount of capital  required  or expected to be
maintained  by  any  Lender  or any  Lending  Installation  or  any  corporation
controlling any Lender. "Risk-Based Capital Guidelines" means (i) the risk-based
capital guidelines in effect in the United States on the Closing Date, including
transition rules, and (ii) the corresponding capital regulations  promulgated by
regulatory  authorities  outside the United  States  implementing  the July 1988
report of the Basle Committee on Banking  Regulation and  Supervisory  Practices
Entitled   "International   Convergence  of  Capital  Measurements  and  Capital
Standards,"  including  transition rules, and any amendments to such regulations
adopted prior to the Closing Date.


                                       32


<PAGE>

     3.3.  Availability of Types of Advances.  If (x) any Lender determines that
maintenance of its Eurodollar  Loans at a suitable  Lending  Installation  would
violate any  applicable  law,  rule,  regulation,  or directive,  whether or not
having the force of law, or (y) the Required Lenders determine that (i) deposits
of a type and maturity  appropriate  to match fund  Eurodollar  Advances are not
available or (ii) the interest rate  applicable to Eurodollar  Advances does not
accurately  reflect the cost of making or maintaining  Eurodollar  Advances,  or
(iii) no reasonable  basis exists for determining the Eurodollar Base Rate, then
the Agent shall suspend the availability of Eurodollar  Advances and require any
affected Eurodollar Advances to be repaid or converted to Floating Rate Advances
on the respective last days of the then current Interest Periods with respect to
such Loans or within such  earlier  period as  required  by law,  subject to the
payment of any funding indemnification amounts required by Section 3.4.

     3.4. Funding  Indemnification.  If any payment of a Eurodollar Advance or a
Fixed  Rate Loan  occurs on a date  which is not the last day of the  applicable
Interest Period, whether because of acceleration,  prepayment or otherwise, or a
Eurodollar Advance is not made or continued,  a Fixed Rate Loan is not made or a
Floating Rate Advance is not converted  into a Eurodollar  Advance,  on the date
specified by the Borrower for any reason other than default by the Lenders, or a
Eurodollar  Advance or Fixed Rate Loan is not prepaid on the date  specified  by
the Borrower for any reason,  the Borrower  will  indemnify  each Lender for any
loss or cost incurred by it resulting therefrom,  including, without limitation,
any  loss or cost in  liquidating  or  employing  deposits  acquired  to fund or
maintain such Eurodollar Advance or Fixed Rate Loan.

     3.5.  Taxes.  (i) All payments by the Borrower to or for the account of any
Lender or the Agent  hereunder or under any Note shall be made free and clear of
and without  deduction for any and all Taxes.  If the Borrower shall be required
by law to deduct any Taxes from or in respect of any sum  payable  hereunder  to
any Lender or the Agent,  (a) the sum payable shall be increased as necessary so
that after making all required deductions  (including  deductions  applicable to
additional sums payable under this Section 3.5) such Lender or the Agent (as the
case may be) receives an amount  equal to the sum it would have  received had no
such deductions been made, (b) the Borrower shall make such deductions,  (c) the
Borrower  shall  pay the full  amount  deducted  to the  relevant  authority  in
accordance  with  applicable law and (d) the Borrower shall furnish to the Agent
the  original  copy of a receipt  evidencing  payment  thereof  or, if a receipt
cannot be obtained with reasonable efforts, such other evidence of payment as is
reasonably  acceptable  to the  Agent,  in each case  within 30 days  after such
payment is made.

     (ii) In  addition,  the  Borrower  shall pay any present or future stamp or
          documentary  taxes and any other excise or property taxes,  charges or
          similar  levies which arise from any payment  made  hereunder or under
          any Note or from the  execution  or  delivery  of, or  otherwise  with
          respect to, this Agreement or any Note ("Other Taxes").

     (iii)The Borrower  shall  indemnify  the Agent and each Lender for the full
          amount of Taxes or Other Taxes  (including,  without  limitation,  any
          Taxes or Other Taxes  imposed on amounts  payable  under this  Section
          3.5) paid by the Agent or such  Lender as a result of its  Commitment,
          any Credit Extensions made by it hereunder, or otherwise in connection
          with its participation in this Agreement and any liability  (including
          penalties,  interest and expenses)  arising  therefrom or with

                                       33

<PAGE>

          respect thereto. Payments due under this indemnification shall be made
          within  30 days of the date  the  Agent or such  Lender  makes  demand
          therefor pursuant to Section 3.6.

     (iv) Each  Lender  that is not  incorporated  under the laws of the  United
          States of America or a state thereof (each a "Non-U.S. Lender") agrees
          that it will,  not more than ten Business Days after the date on which
          it  becomes  a party  to this  Agreement  (but in any  event  before a
          payment is due to it  hereunder),  (i) deliver to each of the Borrower
          and the Agent two duly  completed  copies  of United  States  Internal
          Revenue Service Form W-8BEN or W-8ECI,  certifying in either case that
          such  Lender is  entitled  to receive  payments  under this  Agreement
          without  deduction or  withholding of any United States federal income
          taxes,  or (ii) in the  case of a  Non-U.S.  Lender  that is  fiscally
          transparent,  deliver to the Agent a United  States  Internal  Revenue
          Form W-8IMY together with the applicable  accompanying  forms,  W-8 or
          W-9,  as the  case  may be,  and  certify  that it is  entitled  to an
          exemption  from United States  withholding  tax. Each Non-U.S.  Lender
          further  undertakes  to deliver to each of the  Borrower and the Agent
          (x) renewals or additional copies of such form (or any successor form)
          on or before the date that such form expires or becomes obsolete,  and
          (y) after the  occurrence of any event  requiring a change in the most
          recent forms so delivered by it, such  additional  forms or amendments
          thereto as may be  reasonably  requested by the Borrower or the Agent.
          All forms or  amendments  described in the  preceding  sentence  shall
          certify  that such Lender is entitled to receive  payments  under this
          Agreement  without  deduction  or  withholding  of any  United  States
          federal income taxes,  unless an event (including  without  limitation
          any change in treaty,  law or  regulation)  has occurred  prior to the
          date on which any such  delivery  would  otherwise  be required  which
          renders all such forms inapplicable or which would prevent such Lender
          from duly  completing  and  delivering any such form or amendment with
          respect to it and such Lender  advises the Borrower and the Agent that
          it is not  capable of  receiving  payments  without any  deduction  or
          withholding of United States federal income tax.

     (v)  For any period  during  which a Non-U.S.  Lender has failed to provide
          the Borrower  with an  appropriate  form pursuant to clause (iv) above
          (unless such failure is due to a change in treaty,  law or regulation,
          or any change in the  interpretation or administration  thereof by any
          governmental authority, occurring subsequent to the date on which such
          Non-U.S.  Lender  became a party  to this  Agreement),  such  Non-U.S.
          Lender shall not be entitled to indemnification under this Section 3.5
          with respect to Taxes  imposed by the United  States;  provided  that,
          should a Non-U.S.  Lender which is otherwise exempt from or subject to
          a reduced rate of  withholding  tax become subject to Taxes because of
          its failure to deliver a form  required  under clause (iv) above,  the
          Borrower  shall  take  such  steps  as  such  Non-U.S.   Lender  shall
          reasonably  request to assist  such  Non-U.S.  Lender to recover  such
          Taxes.

     (vi) Any Lender that is  entitled  to an  exemption  from or  reduction  of
          withholding  tax with respect to payments  under this Agreement or any
          Note  pursuant to the law of


                                       34

<PAGE>

          any relevant  jurisdiction or any treaty shall deliver to the Borrower
          (with  a copy  to the  Agent),  at the  time or  times  prescribed  by
          applicable  law,  such properly  completed and executed  documentation
          prescribed by  applicable  law as will permit such payments to be made
          without withholding or at a reduced rate.

    (vii) If  the  U.S.  Internal  Revenue  Service  or any  other  governmental
          authority of the United  States or any other  country or any political
          subdivision  thereof  asserts a claim that the Agent did not  properly
          withhold  tax from  amounts  paid to or for the  account of any Lender
          (because the appropriate form was not delivered or properly completed,
          because  such  Lender  failed  to  notify  the  Agent of a  change  in
          circumstances   which   rendered  its   exemption   from   withholding
          ineffective, or for any other reason), such Lender shall indemnify the
          Agent fully for all amounts paid, directly or indirectly, by the Agent
          as tax, withholding  therefor,  or otherwise,  including penalties and
          interest,  and including taxes imposed by any  jurisdiction on amounts
          payable  to  the  Agent  under  this  subsection,  together  with  all
          reasonable  costs and expenses related thereto  (including  attorneys'
          fees and time charges of attorneys for the Agent,  which attorneys may
          be employees of the Agent).  The obligations of the Lenders under this
          Section  3.5(vii)  shall  survive the payment of the  Obligations  and
          termination of this Agreement.

     3.6. Lender Statements;  Survival of Indemnity. Each Lender shall deliver a
written  statement of such Lender to the Borrower  (with a copy to the Agent) as
to the amount due, if any,  under  Section 3.1,  3.2,  3.4 or 3.5.  Such written
statement shall set forth in reasonable  detail the calculations upon which such
Lender determined such amount and shall be final,  conclusive and binding on the
Borrower in the absence of manifest error,  and upon  reasonable  request of the
Borrower, such Lender shall promptly provide supporting documentation describing
and/or evidence of the applicable event giving rise to such amount to the extent
not inconsistent with such Lender's policies or applicable law. Determination of
amounts  payable under such Sections in connection  with a Eurodollar Loan shall
be  calculated  as though each Lender  funded its  Eurodollar  Loan  through the
purchase of a deposit of the type,  currency and maturity  corresponding  to the
deposit used as a reference in  determining  the Eurodollar  Rate  applicable to
such Loan,  whether in fact that is the case or not. Unless  otherwise  provided
herein,  the amount  specified  in the written  statement of any Lender shall be
payable on demand after receipt by the Borrower of such written  statement.  The
obligations  of the Borrower  under Sections 3.1, 3.2, 3.4 and 3.5 shall survive
payment of the Obligations and termination of this Agreement.

     3.7. Alternative Lending  Installation.  To the extent reasonably possible,
each Lender shall designate an alternate  Lending  Installation  with respect to
its  Eurodollar  Loans to reduce any  liability  of the  Borrower to such Lender
under  Sections  3.1, 3.2 and 3.5 or to avoid the  unavailability  of Eurodollar
Advances under Section 3.3, so long as such  designation is not, in the judgment
of such Lender,  disadvantageous  to such Lender.  A Lender's  designation of an
alternative  Lending  Installation  shall not affect the Borrower's rights under
Section 2.22 to replace a Lender.


                                       35

<PAGE>

                                   ARTICLE IV

                              CONDITIONS PRECEDENT

     4.1. Initial Credit Extension.  The Lenders and the Issuing Banks shall not
be required to make the initial Credit Extension  hereunder unless the following
conditions  precedent  have been satisfied and the Borrower has furnished to the
Agent with sufficient copies for the Lenders and the Issuing Banks:

          4.1.1 Copies of the articles or  certificate of  incorporation  of the
     Borrower,  together with all amendments thereto,  and a certificate of good
     standing,  each certified by the  appropriate  governmental  officer in its
     jurisdiction of incorporation.

          4.1.2 Copies, certified by the Secretary or Assistant Secretary of the
     Borrower, of its by-laws and of its Board of Directors'  resolutions and of
     resolutions or actions of any other body  authorizing  the execution of the
     Loan Documents to which the Borrower is a party.

          4.1.3  An  incumbency  certificate,   executed  by  the  Secretary  or
     Assistant Secretary of the Borrower, which shall identify by name and title
     and bear the signatures of the  Authorized  Officers and any other officers
     of the Borrower authorized to sign the Loan Documents to which the Borrower
     is a party,  upon  which  certificate  the Agent and the  Lenders  shall be
     entitled to rely until informed of any change in writing by the Borrower.

          4.1.4 A certificate,  signed by the Chairman, Chief Executive Officer,
     President,  Executive Vice President,  Chief Financial Officer,  any Senior
     Vice  President,  any Vice  President  or the  Treasurer  of the  Borrower,
     stating  that on the  initial  Credit  Extension  Date  (a) no  Default  or
     Unmatured  Default  has  occurred  and  is  continuing,   (b)  all  of  the
     representations  and  warranties  in Article V shall be true and correct in
     all material respects as of such date and (c) no material adverse change in
     the  business,  financial  condition or  operations of the Borrower and its
     Subsidiaries, taken as a whole, has occurred since December 31, 2003 except
     for the Disclosed Matters.

          4.1.5 A  written  opinion  of the  Borrower's  counsel,  in  form  and
     substance  satisfactory  to the  Agent and  addressed  to the  Lenders,  in
     substantially the form of Exhibit A.

          4.1.6 Any Notes requested by a Lender pursuant to Section 2.16 payable
     to the order of each such requesting Lender.

          4.1.7 Written money transfer  instructions,  in substantially the form
     of Exhibit D,  addressed to the Agent and signed by an Authorized  Officer,
     together with such other related money transfer authorizations as the Agent
     may have reasonably requested.

          4.1.8 The Agent shall have  determined that (i) there is an absence of
     any material  adverse  change or  disruption  in primary or secondary  loan
     syndication markets, financial markets or in capital markets generally that
     would  likely  impair  syndication  of the  Loans  hereunder,  and (ii) the
     Borrower  has  fully  cooperated  with  the  Agent's  syndication

                                       36

<PAGE>

     efforts,  including,  without  limitation,  by  providing  the  Agent  with
     information  regarding  the  Borrower's  operations  and prospects and such
     other  information as the Agent deems necessary to  successfully  syndicate
     the Loans hereunder.

          4.1.9  Evidence  satisfactory  to the Agent that the  Existing  Credit
     Agreements shall have been or shall  simultaneously  with the effectiveness
     of this  Agreement  on the  Closing  Date be  terminated  (except for those
     provisions that expressly  survive the  termination  thereof) and all loans
     outstanding,  if any,  and  other  amounts  owed to the  lenders  or agents
     thereunder shall have been, or shall  simultaneously with the effectiveness
     of this Agreement, paid in full.

          4.1.10 Evidence  satisfactory to the Agent that the Three-Year  Credit
     Agreement shall have been duly executed by all parties thereto.

          4.1.11 All  documentation  and other information that any Lender shall
     reasonably  have requested in order to comply with its ongoing  obligations
     under applicable  "know your customer" and anti-money  laundering rules and
     regulations, including the USA Patriot Act.

          4.1.12  Such other  documents  as any Lender or its  counsel  may have
     reasonably requested.

     4.2. Each Credit Extension.  The Lenders and the Issuing Banks shall not be
required to make any Credit Extension unless on the applicable  Credit Extension
Date:

          4.2.1 There exists no Default or Unmatured Default.

          4.2.2 The  representations  and warranties  contained in Article V are
     true and correct as of such Credit  Extension Date except to the extent any
     such  representation  or warranty is stated to relate  solely to an earlier
     date, in which case such  representation  or warranty  shall have been true
     and correct on and as of such earlier date.

          4.2.3 All legal  matters  incident to the making of such Advance shall
     be satisfactory to the Lenders and their counsel.

          4.2.4 In the case of any  Credit  Extension  which  would  (i) be made
     after  June  30,  2007,  (ii)  cause  the  aggregate  principal  amount  of
     short-term Indebtedness of the Borrower to exceed $1,500,000,000,  or (iii)
     cause the aggregate principal amount of issuances and sales by the Borrower
     of capital stock,  preferred stock,  the other securities  specified in the
     SEC order referred to in Section 5.18 and long-term  Indebtedness to exceed
     $2,500,000,000, such Credit Extension shall have been duly authorized by an
     order of the  Securities  and Exchange  Commission and the Agent shall have
     received a true and  complete  copy of such order  authorizing  such Credit
     Extension.

     Each  Borrowing  Notice or request  for the  issuance of a Letter of Credit
with respect to each such Credit Extension shall constitute a representation and
warranty by the Borrower that the conditions contained in Sections 4.2.1, 4.2.2,
4.2.3 and 4.2.4 have been  satisfied.  Any


                                       37

<PAGE>

Lender or Issuing Bank may require a duly  completed  compliance  certificate in
substantially the form of Exhibit B as a condition to making a Credit Extension.

                                   ARTICLE V

                         REPRESENTATIONS AND WARRANTIES

     The Borrower  represents and warrants to each Lender, each Issuing Bank and
the  Agent as of each of (i) the  Closing  Date,  (ii)  the date of the  initial
Credit  Extension  hereunder (if different from the Closing Date) and (iii) each
date as required by Section 4.2:

     5.1. Existence and Standing. Each of the Borrower and its Subsidiaries is a
corporation, partnership (in the case of Subsidiaries only) or limited liability
company duly and properly incorporated or organized, as the case may be, validly
existing  and (to the  extent  such  concept  applies  to such  entity)  in good
standing under the laws of its jurisdiction of incorporation or organization and
has all  requisite  authority  to conduct its business in each  jurisdiction  in
which its business is conducted.

     5.2.  Authorization and Validity.  The Borrower has the power and authority
and legal right to execute and  deliver  the Loan  Documents  and to perform its
obligations  thereunder.  The execution and delivery by the Borrower of the Loan
Documents  and the  performance  of its  obligations  thereunder  have been duly
authorized by proper  proceedings,  and the Loan Documents to which the Borrower
is a party  constitute  legal,  valid and binding  obligations  of the  Borrower
enforceable  against the  Borrower in  accordance  with their  terms,  except as
enforceability  may  be  limited  by  (i)  bankruptcy,   insolvency,  fraudulent
conveyances,  reorganization  or  similar  laws  relating  to or  affecting  the
enforcement of creditors'  rights generally;  (ii) general equitable  principles
(whether  considered in a proceeding in equity or at law) and (iii) requirements
of reasonableness, good faith and fair dealing.

     5.3. No Conflict; Government Consent. Neither the execution and delivery by
the Borrower of the Loan Documents,  nor the  consummation  of the  transactions
therein  contemplated,  nor compliance with the provisions  thereof will violate
(i) any law, rule,  regulation,  order, writ,  judgment,  injunction,  decree or
award binding on the Borrower or any of its  Subsidiaries or (ii) the Borrower's
or any  Subsidiary's  articles  or  certificate  of  incorporation,  partnership
agreement, certificate of partnership,  articles or certificate of organization,
by-laws, or operating agreement or other management  agreement,  as the case may
be, or (iii) the provisions of any  indenture,  instrument or agreement to which
the Borrower or any of its  Subsidiaries  is a party or is subject,  or by which
it, or its Property,  is bound, or conflict with, or constitute a default under,
or result in, or require,  the creation or  imposition  of any Lien in, of or on
the Property of the Borrower or a Subsidiary  pursuant to the terms of, any such
indenture,  instrument or agreement. No order, consent, adjudication,  approval,
license,  authorization,  or validation of, or filing, recording or registration
with, or exemption by, or other action in respect of any  governmental or public
body or authority,  or any subdivision  thereof,  which has not been obtained by
the  Borrower  or any of its  Subsidiaries,  is  required  to be obtained by the
Borrower  or any of its  Subsidiaries  in  connection  with  the  execution  and
delivery of the Loan Documents, the borrowings under this Agreement, the payment
and  performance by the Borrower of the


                                       38
<PAGE>

Obligations or the legality,  validity,  binding effect or enforceability of any
of the Loan Documents.

     5.4.  Financial  Statements.  The December 31, 2003 consolidated  financial
statements of the Borrower and its Subsidiaries  included in the Borrower's Form
10-K for the  fiscal  year  ended  December  31,  2003 and the  March  31,  2004
consolidated  financial statements of the Borrower and its Subsidiaries included
in the  Borrower's  Form 10-Q for the  quarterly  period  ended  March 31,  2004
heretofore  delivered to the Agent and the Lenders,  in each case, were prepared
in accordance  with generally  accepted  accounting  principles in effect on the
date such  statements  were  prepared  (except for the absence of footnotes  and
subject to year end audit  adjustments)  and  fairly  present  the  consolidated
financial  condition and operations of the Borrower and its Subsidiaries at such
date and the consolidated results of their operations for the period then ended.

     5.5.  Material  Adverse Change.  Since December 31, 2003, there has been no
change in the business,  Property, condition (financial or otherwise) or results
of operations  of the Borrower and its  Subsidiaries  which could  reasonably be
expected to have a Material Adverse Effect (a "Material Adverse Change"), except
for the  Disclosed  Matters;  provided,  however,  that  neither (i) any ratings
downgrade  applicable  to  the  Indebtedness  of  the  Borrower  or  any  of its
Subsidiaries  by  Moody's  or  S&P  nor  (ii)  the  Borrower's  or  any  of  its
Subsidiaries' inability to place commercial paper in the capital markets, shall,
in and of themselves, be deemed events constituting a Material Adverse Change.

     5.6. Taxes. The Borrower and its Subsidiaries (and to the best knowledge of
the Borrower with respect to entities  acquired  pursuant to the IP  Acquisition
and  taxable  periods  ending on or before  January 1, 2003 for  CILCORP and its
subsidiaries) have filed all United States federal tax returns and all other tax
returns  which are  required to be filed and have paid all taxes due pursuant to
said  returns or pursuant to any  assessment  received by the Borrower or any of
its  Subsidiaries,  except  in  respect  of such  taxes,  if any,  as are  being
contested in good faith and as to which adequate  reserves have been provided in
accordance with Agreement  Accounting  Principles and as to which no Lien exists
(except as  permitted  by Section  6.13.1).  The  Internal  Revenue  Service has
completed  audits of the United States federal income tax returns filed by Union
Electric for all periods  through the calendar  taxable year ending December 31,
1997 and by CIPSCO,  Inc.  for all periods  through the  calendar  taxable  year
ending December 31, 1997. The Internal  Revenue Service has not completed audits
of the United  States  federal  income tax returns filed by the Borrower and its
Subsidiaries for subsequent periods. No claims have been, or are being, asserted
with  respect to such taxes that could  reasonably  be  expected  to result in a
Material Adverse Effect and no liens have been filed with respect to such taxes.
The  charges,  accruals  and  reserves  on the  books  of the  Borrower  and its
Subsidiaries in respect of any taxes or other governmental charges are adequate.

     5.7.  Litigation  and  Contingent  Obligations.  Other  than the  Disclosed
Matters,  there  is  no  litigation,  arbitration,  governmental  investigation,
proceeding  or inquiry  pending or, to the  knowledge of any of their  officers,
threatened  against or affecting the Borrower or any of its  Subsidiaries  which
could, if determined  adversely to the Borrower or its Subsidiaries,  reasonably
be expected to have a Material Adverse Effect or which seeks to prevent,  enjoin
or delay the  making of any  Loans.  Other than any  liability  incident  to any
litigation,  arbitration or proceeding


                                       39
<PAGE>

which could not reasonably be expected to have a Material  Adverse  Effect,  the
Borrower has no material contingent obligations not provided for or disclosed in
the financial statements referred to in Section 5.4.

     5.8. Subsidiaries. Schedule 1 contains an accurate list of all Subsidiaries
of the Borrower as of the date of this Agreement, setting forth their respective
jurisdictions  of organization  and the percentage of their  respective  capital
stock or other ownership  interests owned by the Borrower or other Subsidiaries.
All of the issued and  outstanding  shares of capital  stock or other  ownership
interests  of such  Subsidiaries  have been (to the  extent  such  concepts  are
relevant with respect to such ownership  interests)  duly  authorized and issued
and are fully paid and non-assessable.

     5.9. ERISA. No ERISA Event has occurred or is reasonably  expected to occur
that,  when taken together with all other ERISA Events that have occurred or are
reasonably  expected  to occur,  could  reasonably  be  expected  to result in a
Material Adverse Effect.

     5.10.  Accuracy  of  Information.  The  information,  exhibits  or  reports
furnished by the Borrower to the Agent or to any Lender in  connection  with the
negotiation of, or compliance  with, the Loan Documents as of the date furnished
do not contain  any  material  misstatement  of fact or omit to state a material
fact or any  fact  necessary  to  make  the  statements  contained  therein  not
misleading.

     5.11.  Regulation  U. Neither the Borrower nor any of its  Subsidiaries  is
engaged principally,  or as one of its important activities,  in the business of
extending credit for the purpose,  whether immediate,  incidental or ultimate of
buying or carrying margin stock (as defined in Regulation U), and after applying
the  proceeds  of each  Advance,  margin  stock (as  defined  in  Regulation  U)
constitutes  less than 25% of the value of those  assets of the Borrower and its
Subsidiaries  which are subject to any limitation on sale,  pledge, or any other
restriction hereunder.

     5.12.  Material  Agreements.  Neither the Borrower nor any  Subsidiary is a
party  to any  agreement  or  instrument  or  subject  to any  charter  or other
corporate  restriction  which  could  reasonably  be expected to have a Material
Adverse  Effect as  described  in clauses  (ii) and/or  (iii) of the  definition
thereof.  Neither  the  Borrower  nor  any  Subsidiary  is  in  default  in  the
performance,  observance or fulfillment of any of the obligations,  covenants or
conditions  contained in (i) any agreement or instrument to which it is a party,
which default could  reasonably be expected to have a Material Adverse Effect or
(ii) any agreement or instrument  evidencing  or governing  Indebtedness,  which
default could be reasonably expected to have a Material Adverse Effect.

     5.13.  Compliance With Laws. Except for the Disclosed Matters, the Borrower
and  its  Subsidiaries  have  complied  with  all  applicable  statutes,  rules,
regulations,  orders and  restrictions of any domestic or foreign  government or
any  instrumentality  or agency thereof having  jurisdiction over the conduct of
their respective  businesses or the ownership of their respective Property which
non-compliance  therewith  could  reasonably be expected to result in a Material
Adverse Effect.


                                       40


<PAGE>

     5.14. Ownership of Properties.  On the date of this Agreement, the Borrower
and its Subsidiaries  have good title (except for minor defects in title that do
not  interfere  with their  ability  to  conduct  their  business  as  currently
conducted or to utilize such properties for the intended purposes),  free of all
Liens other than those  permitted by Section 6.13, to all of the assets material
to the Borrower's  business reflected in the Borrower's most recent consolidated
financial  statements  provided to the Agent,  as owned by the  Borrower and its
Subsidiaries.

     5.15. Plan Assets;  Prohibited Transactions.  The Borrower is not an entity
deemed to hold "plan assets" within the meaning of 29 C.F.R.  ss.  2510.3-101 of
an employee  benefit plan (as defined in Section 3(3) of ERISA) which is subject
to Title I of ERISA or any plan  (within  the  meaning  of  Section  4975 of the
Code), and assuming the accuracy of the  representations  and warranties made in
Section 9.12 and in any assignment made pursuant to Section 12.3.3,  neither the
execution of this  Agreement nor the making of Loans  hereunder  gives rise to a
prohibited  transaction  within the  meaning of Section  406 of ERISA or Section
4975 of the Code.

     5.16.  Environmental  Matters. In the ordinary course of its business,  the
officers  of the  Borrower  consider  the  effect of  Environmental  Laws on the
business  of the  Borrower  and its  Subsidiaries,  in the  course of which they
identify and evaluate  potential risks and liabilities  accruing to the Borrower
due to Environmental Laws. On the basis of this consideration,  the Borrower has
concluded  that,  other than the Disclosed  Matters,  Environmental  Laws cannot
reasonably  be  expected  to have a  Material  Adverse  Effect.  Except  for the
Disclosed  Matters,   and  except  with  respect  to  any  other  matters  that,
individually or in the aggregate,  could not reasonably be expected to result in
a Material Adverse Effect,  neither the Borrower nor any Subsidiary has received
any notice to the effect that its operations are not in material compliance with
any of the requirements of applicable  Environmental  Laws or are the subject of
any federal or state  investigation  evaluating  whether any remedial  action is
needed to respond to a release of any toxic or hazardous waste or substance into
the environment.

     5.17. Investment Company Act. Neither the Borrower nor any Subsidiary is an
"investment  company"  or a company  "controlled"  by an  "investment  company",
within the meaning of the Investment Company Act of 1940, as amended.

     5.18.   Public  Utility  Holding  Company  Act;   Securities  and  Exchange
Commission  Authorization.  The Borrower is a "holding  company" as such term is
defined in the Public Utility Holding Company Act of 1935, as amended  (together
with all  rules,  regulations  and orders  promulgated  or  otherwise  issued in
connection  therewith,  the "1935 Act"). The Securities and Exchange Commission,
in  accordance  with the 1935  Act,  has  issued  an order  authorizing  (a) the
incurrence by the Borrower of short-term  Indebtedness in an aggregate principal
amount not to exceed at any time $1,500,000,000 and (b) the issuance and sale by
the  Borrower  of  capital  stock,  preferred  stock,  certain  other  specified
securities and long-term  Indebtedness in an aggregate  principal  amount not to
exceed at any time $2,500,000,000, subject to, among other things, the condition
that all such Indebtedness be issued on or before June 30, 2007 and, in the case
of  short-term  Indebtedness,  mature  not later  than 364 days  thereafter.  An
additional  authorization  from the Securities and Exchange  Commission  will be
necessary in order for the Borrower, after June 30, 2007, to obtain any Advances
under this  Agreement  (assuming the Facility  Termination  Date has not already
occurred  prior to such  date) or to  incur  or issue  Indebtedness,  including,
without limitation, Loans extended under this Agreement.



                                       41

<PAGE>

     5.19. Insurance.  The Borrower maintains, and has caused each Subsidiary to
maintain,  with financially sound and reputable insurance companies insurance on
all  their  Property  in  such  amounts,   subject  to  such   deductibles   and
self-insurance   retentions  and  covering  such  properties  and  risks  as  is
consistent with sound business practice.

     5.20. No Default or Unmatured Default.  No Default or Unmatured Default has
occurred and is continuing.

                                   ARTICLE VI

                                    COVENANTS

     During  the term of this  Agreement,  unless  the  Required  Lenders  shall
otherwise consent in writing:

     6.1. Financial Reporting.  The Borrower will maintain,  for itself and each
Subsidiary,  a system of accounting  established and  administered in accordance
with generally accepted accounting principles, and furnish to the Agent, and the
Agent shall  promptly  deliver to each of the Lenders (it being  agreed that the
obligation  of the Borrower to furnish the financial  statements  referred to in
paragraphs  6.1.1 and 6.1.2 below may be satisfied by the delivery of annual and
quarterly  reports from Borrower to the  Securities  and Exchange  Commission on
Forms 10-K and 10-Q containing such statements):

          6.1.1 Within 65 days after the close of each fiscal  year,  Borrower's
     audited  financial   statements   prepared  in  accordance  with  Agreement
     Accounting   Principles  on  a  consolidated   basis  for  itself  and  its
     Subsidiaries,  including  balance  sheets  as of the  end of  such  period,
     statements of income and  statements of cash flows,  accompanied  by (a) an
     audit report,  unqualified as to scope, of a nationally  recognized firm of
     independent public accountants;  (b) any management letter prepared by said
     accountants,  and (c) a certificate of said accountants that, in the course
     of their  examination  necessary for their  certification of the foregoing,
     they have  obtained no knowledge  of any Default,  or if, in the opinion of
     such  accountants,  any Default shall exist,  stating the nature and status
     thereof.

          6.1.2  Within 45 days  after the  close of the first  three  quarterly
     periods of each of its  fiscal  years,  for  itself  and its  Subsidiaries,
     Borrower's  consolidated  unaudited  balance sheets as at the close of each
     such period and  consolidated  statements of income and a statement of cash
     flows for the period from the  beginning  of such fiscal year to the end of
     such quarter, all certified as to fairness of presentation, compliance with
     Agreement  Accounting  Principles and  consistency  by its chief  financial
     officer, controller or treasurer.

          6.1.3 Together with the financial  statements  required under Sections
     6.1.1 and 6.1.2,  a compliance  certificate  in  substantially  the form of
     Exhibit B signed by its chief  financial  officer,  controller or treasurer
     showing  the  calculations  necessary  to  determine  compliance  with this
     Agreement and stating that no Default or Unmatured  Default  exists,  or if
     any  Default or  Unmatured  Default  exists,  stating the nature and status
     thereof.


                                       42
<PAGE>

          6.1.4 As soon as  possible  and in any event  within 10 days after the
     Borrower  knows that any ERISA Event has occurred  that,  alone or together
     with any  other  ERISA  Events  that have  occurred,  could  reasonably  be
     expected to result in liability of the Borrower,  its  Subsidiaries  or any
     Commonly Controlled Entity in an aggregate amount exceeding $25,000,000,  a
     statement,  signed by the chief financial officer,  controller or treasurer
     of the  Borrower,  describing  said ERISA  Event and the  action  which the
     Borrower proposes to take with respect thereto.

          6.1.5  As soon as  possible  and in any  event  within  10 days  after
     receipt  by the  Borrower,  a copy of (a) any notice or claim to the effect
     that the  Borrower  or any of its  Subsidiaries  is or may be liable to any
     Person as a result of the release by the Borrower, any of its Subsidiaries,
     or any other Person of any toxic or hazardous  waste or substance  into the
     environment,  and (b) any notice  alleging  any  violation  of any federal,
     state or local  environmental,  health or safety law or  regulation  by the
     Borrower  or  any  of  its  Subsidiaries,  which,  in  either  case,  could
     reasonably be expected to have a Material Adverse Effect.

          6.1.6 Promptly upon becoming aware thereof, notice of any upgrading or
     downgrading  of  the  rating  of  the  Borrower's   commercial  paper,  the
     Borrower's  senior unsecured debt or the First Mortgage Bonds by Moody's or
     S&P.

          6.1.7 Such other information (including non-financial  information) as
     the Agent or any Lender may from time to time reasonably request.

     6.2. Use of Proceeds and Letters of Credit.  The  Borrower  will,  and will
cause each  Subsidiary to, use the proceeds of the Advances to repay any and all
amounts  outstanding  under  the  Existing  Credit  Agreements  and for  general
corporate  purposes,   including  without   limitation,   for  working  capital,
commercial  paper liquidity  support with respect to commercial  paper issued by
the Borrower or its Subsidiaries,  to fund loans under and pursuant to the Money
Pool Agreements,  and to pay fees and expenses  incurred in connection with this
Agreement.  The Borrower  shall use the proceeds of Advances in compliance  with
all  applicable  legal and  regulatory  requirements  and any such use shall not
result in a violation of any such requirements,  including,  without limitation,
Regulation U and Regulation X, the  Securities Act of 1933, as amended,  and the
Securities  Exchange Act of 1934, as amended,  and the  regulations  promulgated
thereunder.  The Borrower shall use the Letters of Credit for general  corporate
purposes.

     6.3.  Notice of Default.  Within five (5) Business Days after an Authorized
Officer becomes aware thereof, the Borrower will, and will cause each Subsidiary
to, give notice in writing to the  Lenders of the  occurrence  of any Default or
Unmatured Default and, unless otherwise  reported to the Securities and Exchange
Commission in the Borrower's filings under the Securities  Exchange Act of 1934,
of any other  development,  financial or  otherwise,  which could  reasonably be
expected to have a Material Adverse Effect.

     6.4. Conduct of Business. The Borrower will, and will cause each Subsidiary
to,  carry on and conduct its business in  substantially  the same manner and in
substantially the same fields of enterprise as it is presently conducted or in a
manner or fields of  enterprise  reasonably  related

                                       43

<PAGE>

thereto and do all things  necessary to remain duly  incorporated  or organized,
validly existing and (to the extent such concept applies to such entity) in good
standing as a domestic corporation,  partnership or limited liability company in
its  jurisdiction  of  incorporation  or  organization,  as the case may be, and
maintain all requisite authority to conduct its business in each jurisdiction in
which its business is conducted.  Notwithstanding the foregoing, the Borrower is
not prohibited from the dissolution of any Inactive  Subsidiary or from the sale
of any  Subsidiary or assets  pursuant to  governmental  or regulatory  order or
pursuant to Section 6.11.

     6.5.  Taxes.  The Borrower will, and will cause each  Subsidiary to, timely
file complete and correct United States federal and  applicable  foreign,  state
and local tax returns  required  by law and pay when due all taxes,  assessments
and governmental charges and levies upon it or its income,  profits or Property,
except those which are being contested in good faith by appropriate  proceedings
and with respect to which  adequate  reserves  have been set aside in accordance
with Agreement Accounting Principles.

     6.6.  Insurance.  The Borrower  will,  and will cause each  Subsidiary  to,
maintain with financially sound and reputable  insurance  companies insurance on
all  their  Property  in  such  amounts,   subject  to  such   deductibles   and
self-insurance  retentions,  and covering such risks as is consistent with sound
business practice, and the Borrower will furnish to any Lender upon request full
information as to the insurance carried.

     6.7.   Compliance   with   Laws;   Securities   and   Exchange   Commission
Authorization.  (a) The Borrower will, and will cause each Subsidiary to, comply
with all  laws,  rules,  regulations,  orders,  writs,  judgments,  injunctions,
decrees or awards to which it may be subject including,  without limitation, all
Environmental  Laws,  except where the failure to do so,  individually or in the
aggregate,  could not  reasonably  be expected  to result in a Material  Adverse
Effect.

     (b)  From  time to time  prior to the  expiration  of the  approval  of the
Securities and Exchange Commission described in Section 5.18 with respect to the
Borrower's  Indebtedness,  so long as this  Agreement  remains  in effect or the
Obligations  incurred by the Borrower  under or in  connection  herewith  remain
outstanding,  the Borrower  will obtain an  extension  of such  approval and the
Borrower  shall provide a notice to the Agent of the receipt of such  extension,
which notice shall include the expiration  date of the most recent  approval and
the  total  amount of  Indebtedness  of the  Borrower  authorized  therein.  The
Borrower  further agrees not to request any Advance or permit any Loan to remain
outstanding  hereunder  in  violation  of the  above  mentioned  Securities  and
Exchange  Commission  approval or any conditions thereof, as in effect from time
to time.

     6.8. Maintenance of Properties. Subject to Section 6.11, the Borrower will,
and will  cause  each  Subsidiary  to,  do all  things  necessary  to  maintain,
preserve, protect and keep its Property used in the operation of its business in
good repair, working order and condition (ordinary wear and tear excepted),  and
make all necessary and proper  repairs,  renewals and  replacements  so that its
business  carried on in connection  therewith  may be properly  conducted at all
times.

     6.9. Inspection;  Keeping of Books and Records. The Borrower will, and will
cause each Subsidiary to, permit the Agent and the Lenders,  by their respective
representatives and

                                       44

<PAGE>
agents,  to inspect  any of the  Property,  books and  financial  records of the
Borrower  and each  Subsidiary,  to  examine  and make  copies  of the  books of
accounts and other financial records of the Borrower and each Subsidiary, and to
discuss the affairs,  finances and accounts of the Borrower and each  Subsidiary
with,  and to be advised as to the same by,  their  respective  officers at such
reasonable  times and  intervals as the Agent or any Lender may  designate.  The
Borrower shall keep and maintain, and cause each of its Subsidiaries to keep and
maintain, in all material respects,  proper books of record and account in which
entries in conformity with Agreement Accounting  Principles shall be made of all
dealings  and  transactions  in  relation  to their  respective  businesses  and
activities. If a Default has occurred and is continuing,  the Borrower, upon the
Agent's request,  shall turn over copies of any such records to the Agent or its
representatives.

     6.10.  Merger. The Borrower will not, nor will it permit any Subsidiary to,
merge or  consolidate  with or into any other Person,  except (i) any Subsidiary
may merge or  consolidate  with the Borrower if the Borrower is the  corporation
surviving such merger,  (ii) any  Subsidiary  may merge or consolidate  with any
other  Subsidiary,  provided that the Borrower's  aggregate  direct and indirect
ownership interest in the survivor thereof shall not be less than the greater of
the Borrower's direct and indirect ownership interest in such Subsidiaries prior
to  such  merger,  and  (iii)  the  Borrower  or any  Subsidiary  may  merge  or
consolidate  with any other  Person if (a) such Person was  organized  under the
laws of the United  States of America or one of its States and (b) the  Borrower
or such Subsidiary is the corporation  surviving such merger;  provided that, in
each case, after giving effect thereto, no Default will be in existence.

     6.11.  Sale of  Assets.  The  Borrower  will not,  nor will it  permit  any
Subsidiary  to,  lease,  sell or otherwise  dispose of its Property to any other
Person, except:

          6.11.1 Sales of electricity,  natural gas, emissions credits and other
     commodities in the ordinary course of business.

          6.11.2 A  disposition  of assets by a  Subsidiary  to the  Borrower or
     another Subsidiary or by the Borrower to a Subsidiary.

          6.11.3 A disposition of obsolete property,  property no longer used in
     the  business of the  Borrower or its  Subsidiaries  or other assets in the
     ordinary course of business of the Borrower or any Subsidiary.

          6.11.4 The transfer pursuant to a requirement or law or any regulatory
     authority having jurisdiction,  of functional and/or operational control of
     (but  not of title  to)  transmission  facilities  of the  Borrower  or its
     Subsidiaries  to an  Independent  System  Operator,  Regional  Transmission
     Organization or to some other entity which has responsibility for operating
     and planning a regional transmission system.

          6.11.5  Pursuant to  transactions  in  connection  with the Peno Creek
     Project.

          6.11.6  Leases,  sales or other  dispositions  of its  Property  that,
     together  with all other  Property  of the  Borrower  and its  Subsidiaries
     previously leased,  sold or disposed of (other than dispositions  otherwise
     permitted by this Section 6.11) since the Closing  Date, do not  constitute
     Property  which  represents  more  than  thirty-five  percent  (35%) of the


                                       45

<PAGE>

     Consolidated  Tangible  Assets  of the  Borrower  as  would be shown in the
     consolidated  financial  statements of the Borrower and its Subsidiaries as
     at the end of the fiscal year ending  immediately prior to the date of such
     lease, sale or other disposition.

     6.12. Indebtedness of Project Finance Subsidiaries,  Investments in Project
Finance  Subsidiaries;  Acquisitions.  Neither the Borrower  nor any  Subsidiary
shall be  directly  or  indirectly,  primarily  or  secondarily,  liable for any
Indebtedness  or any other form of  liability,  whether  direct,  contingent  or
otherwise,  of a  Project  Finance  Subsidiary  nor shall  the  Borrower  or any
Subsidiary  provide any  guarantee  of the  Indebtedness,  liabilities  or other
obligations of a Project Finance Subsidiary.  The Borrower will not, nor will it
permit any Subsidiary to, make or suffer to exist Investments in Project Finance
Subsidiaries  in excess  of  $100,000,000  in the  aggregate  at any  time.  The
Borrower  will  not,  nor will it  permit  any  Subsidiary  to,  consummate  any
Acquisition  other than an Acquisition (a) which is consummated on a non-hostile
basis  approved by a majority of the board of directors or other  governing body
of the Person being acquired;  and (b) which involves the purchase of a business
line similar,  related,  complementary or incidental to that of the Borrower and
its  Subsidiaries  as of the Closing Date unless the purchase  price therefor is
less than or equal to (i) $10,000,000  with respect thereto or (ii)  $50,000,000
when taken together with all other  Acquisitions  consummated during the term of
this Agreement which do not otherwise satisfy the conditions  described above in
this clause (b), and, as of the date of such Acquisition and after giving effect
thereto, no Default or Unmatured Default shall exist.

     6.13.  Liens.  The  Borrower  will not,  nor will it permit any  Subsidiary
(other than a Project Finance Subsidiary) to, create,  incur, or suffer to exist
any Lien in, of or on the Property of the  Borrower or any of its  Subsidiaries,
except:

          6.13.1  Liens,  if any,  securing (a) the Loans and other  Obligations
     hereunder and (b) the "Loans" and other "Obligations" under (and as defined
     in) the Three-Year Credit Agreement.

          6.13.2 Liens for taxes,  assessments or governmental charges or levies
     on its  Property  if the  same  shall  not at the  time  be  delinquent  or
     thereafter  can be paid  without  penalty,  or are being  contested in good
     faith and by appropriate  proceedings  and for which  adequate  reserves in
     accordance with Agreement  Accounting  Principles shall have been set aside
     on its books.

          6.13.3  Liens  imposed  by law,  such as  landlords',  wage  earners',
     carriers',  warehousemen's  and  mechanics'  liens and other  similar liens
     arising  in the  ordinary  course  of  business  which  secure  payment  of
     obligations  not more than 60 days past due or which are being contested in
     good faith by appropriate  proceedings  and for which adequate  reserves in
     accordance with Agreement  Accounting  Principles shall have been set aside
     on its books.

          6.13.4  Liens  arising  out of  pledges  or  deposits  under  worker's
     compensation  laws,  unemployment  insurance,  old age  pensions,  or other
     social security or retirement benefits, or similar legislation.


                                       46

<PAGE>

          6.13.5 Liens existing on the date hereof and described in Schedule 2.

          6.13.6  Deposits  securing   liability  to  insurance  carriers  under
     insurance or self-insurance arrangements.

          6.13.7 Deposits or accounts to secure the  performance of bids,  trade
     contracts  or  obligations  (other  than for  borrowed  money),  vendor and
     service provider arrangements,  leases,  statutory obligations,  surety and
     appeal  bonds,  performance  bonds and other  obligations  of a like nature
     incurred in the ordinary course of business.

          6.13.8 Easements,  reservations,  rights-of-way,  restrictions, survey
     exceptions  and  other  similar  encumbrances  as to real  property  of the
     Borrower and its  Subsidiaries  which  customarily  exist on  properties of
     corporations engaged in similar activities and similarly situated and which
     do not  materially  interfere  with  the  conduct  of the  business  of the
     Borrower or such Subsidiary conducted at the property subject thereto.

          6.13.9  Liens  arising  out  of  judgments  or  awards  not  exceeding
     $50,000,000  in the  aggregate  with  respect  to which  appeals  are being
     diligently  pursued,  and, pending the determination of such appeals,  such
     judgments or awards having been effectively stayed.

          6.13.10 Liens created pursuant to the Existing Indentures securing the
     First Mortgage Bonds;  provided that the Liens of such Existing  Indentures
     shall extend only to the property of Union Electric and CIPS (including, to
     the extent applicable, after acquired property) that is or would be covered
     by the Liens of the  Existing  Indentures  as in effect on the date  hereof
     covered by such Liens.

          6.13.11 Liens incurred in connection with the Peno Creek Project.

          6.13.12 Liens  existing on any capital assets of any Subsidiary of the
     Borrower at the time such  Subsidiary  becomes a Subsidiary and not created
     in contemplation of such event.

          6.13.13 Liens on any capital assets securing  Indebtedness incurred or
     assumed for the purpose of financing or refinancing  all or any part of the
     cost of  acquiring  or  constructing  such asset;  provided  that such Lien
     attaches to such asset  concurrently  with or within  eighteen  (18) months
     after the acquisition or completion or construction thereof.

          6.13.14 Liens  existing on any capital assets of any Subsidiary of the
     Borrower at the time such Subsidiary is merged or consolidated with or into
     the Borrower or any  Subsidiary  and not created in  contemplation  of such
     event.

          6.13.15 Liens existing on any assets prior to the acquisition  thereof
     by the Borrower or any Subsidiary and not created in contemplation thereof;
     provided that such Liens do not encumber any other property or assets.

          6.13.16  Liens (a) on the capital  stock of CILCO and on the assets of
     CILCO and any other  Subsidiary  of  CILCORP  existing  on the date  hereof
     and/or (b) created pursuant


                                       47

<PAGE>

     to the Existing CILCO  Indenture  securing First Mortgage  Bonds;  provided
     that the Liens of such Existing  CILCO  Indenture  shall extend only to the
     property  (including,  to the extent  applicable,  after acquired property)
     that is covered by the Liens of the Existing  CILCO  Indenture as in effect
     on the date hereof.

          6.13.17 Undetermined Liens and charges incidental to construction.

          6.13.18  Liens on Property or assets of a  Subsidiary  in favor of the
     Borrower or a Subsidiary that is directly or indirectly wholly owned by the
     Borrower.

          6.13.19 Subject and pursuant to the IP  Acquisition,  Liens (a) on the
     assets of IP and any  subsidiary  of IP existing  as of the IP  Acquisition
     and/or (b) created  pursuant to the  Existing IP Indenture  securing  First
     Mortgage Bonds; provided that the Liens of such Existing IP Indenture shall
     extend only to the property  (including,  to the extent  applicable,  after
     acquired  property)  that  is  covered  by the  Liens  of the  Existing  IP
     Indenture as in effect on the date of the IP Acquisition.

          6.13.20 Liens arising out of the  refinancing,  extension,  renewal or
     refunding  of any  Indebtedness  secured  by any Lien  permitted  by any of
     Section 6.13.10 through 6.13.19; provided that (a) such Indebtedness is not
     secured by any additional  assets,  and (b) the amount of such Indebtedness
     secured by any such Lien is not increased.

          6.13.21 From and after the IP  Acquisition,  any Liens existing on any
     assets of IP or any of its  subsidiaries  or related  trusts related to the
     Illinois  Power  Special  Purpose Trust  Transitional  Funding Trust Notes,
     Series 1998-1.

     6.14. Affiliates. The Borrower will not, and will not permit any Subsidiary
to, enter into any transaction (including,  without limitation,  the purchase or
sale of any Property or service)  with,  or make any payment or transfer to, any
Affiliate (other than the Borrower and its Subsidiaries)  except in the ordinary
course of business and pursuant to the reasonable requirements of the Borrower's
or such  Subsidiary's  business  and,  except to the  extent  that the terms and
consideration of any such transaction are mandated, limited or otherwise subject
to  conditions  imposed by any  regulatory  or  government  body,  upon fair and
reasonable  terms no less favorable to the Borrower or such  Subsidiary than the
Borrower  or  such  Subsidiary   would  obtain  in  a  comparable   arm's-length
transaction.

     6.15.  Financial  Contracts.  The Borrower will not, nor will it permit any
Subsidiary,   to,  enter  into  or  remain  liable  upon  any  Rate   Management
Transactions  except for those  entered into in the ordinary  course of business
for bona fide hedging purposes and not for speculative purposes.

     6.16. Subsidiary Covenants.  The Borrower will not, and will not permit any
Subsidiary other than a Project Finance Subsidiary to, create or otherwise cause
to become effective any consensual encumbrance or restriction of any kind on the
ability of any  Subsidiary  other than a Project  Finance  Subsidiary (i) to pay
dividends or make any other  distribution  on its common stock,  (ii) to pay any
Indebtedness or other  obligation owed to the Borrower or any other  Subsidiary,
or (iii) to make loans or advances or other  Investments  in the Borrower or any
other  Subsidiary,  in each case,  other than (a)  restrictions  and  conditions
imposed by law or by this

                                       48
<PAGE>

Agreement or the Three-Year  Credit  Agreement,  (b) restrictions and conditions
existing on the date hereof or, to the best knowledge of the Borrower, as of and
resulting  from the IP  Acquisition,  in each case as  identified  on Schedule 3
(without giving effect to any amendment or  modification  expanding the scope of
any such restriction or condition), (c) restrictions on dividends on the capital
stock of Union  Electric  entered into in  connection  with future  issuances of
subordinated  capital  income  securities,  to the  extent the same are not more
restrictive than those benefiting the holders of Union Electric's existing 7.69%
Subordinated  Capital  Income  Securities,  (d)  restrictions  and conditions in
agreements or arrangements  entered into by (1) Electric Energy,  Inc. regarding
the payment of  dividends or the making of other  distributions  with respect to
shares of its capital stock or (2) Gateway Energy WGK Project,  L.L.C.,  in each
case, without giving effect to any amendment or modification expanding the scope
of any  such  restriction  or  condition,  and (e)  customary  restrictions  and
conditions  contained in agreements relating to the sale of a Subsidiary pending
such sale,  provided that such  restrictions  and  conditions  apply only to the
Subsidiary that is to be sold and such sale is permitted hereunder.

     6.17.  Leverage  Ratio.  The  Borrower  will not  permit  the  ratio of (i)
Consolidated  Indebtedness to (ii) Consolidated  Total  Capitalization of any of
the Borrower,  CIPS,  Union Electric,  CILCO or, from and after the date that is
six (6) months after the IP  Acquisition,  IP to be greater than 0.60 to 1.00 at
any time.

                                   ARTICLE VII

                                    DEFAULTS

     The occurrence of any one or more of the following  events shall constitute
a Default:

     7.1. Any  representation or warranty made or deemed made by or on behalf of
the Borrower or any of its Subsidiaries to the Lenders, the Issuing Banks or the
Agent under or in connection with this Agreement,  any Credit Extension,  or any
certificate  or information  delivered in connection  with this Agreement or any
other Loan  Document  shall be false in any  material  respect on the date as of
which made or deemed made.

     7.2.  Nonpayment  of (i)  principal of any Loan when due, or (ii)  interest
upon any Loan or any  Facility  Fee or other  Obligations  under any of the Loan
Documents  within  five (5)  Business  Days  after such  interest,  fee or other
Obligation becomes due.

     7.3.  The  breach  by the  Borrower  of any of the terms or  provisions  of
Section 6.2, 6.3, 6.9, 6.10, 6.11, 6.12, 6.13, 6.14, 6.15, 6.16 or 6.17.

     7.4. The breach by the Borrower  (other than a breach which  constitutes  a
Default  under  another  Section  of this  Article  VII) of any of the  terms or
provisions  of this  Agreement  which is not remedied  within  fifteen (15) days
after the earlier to occur of (i) written notice from the Agent or any Lender to
the Borrower or (ii) an Authorized  Officer otherwise becoming aware of any such
breach.

     7.5. Failure of the Borrower or any of its Subsidiaries (other than Project
Finance Subsidiaries) to pay when due any Material Indebtedness;  or the default
by the  Borrower  or  any  of  its  Subsidiaries  (other  than  Project  Finance
Subsidiaries)  in the  performance  (beyond  the

                                       49
<PAGE>

applicable grace period with respect thereto, if any) of any term,  provision or
condition contained in any Material Indebtedness  Agreement,  or any other event
shall occur or condition  exist  (except for,  from and after the date of the IP
Acquisition,  a "Triggering  Event" under IP's 11 1/2%  Mortgage  Bonds due 2010
which does not also cause an event of default  thereunder),  the effect of which
default,  event or  condition  is to cause,  or to permit the  holder(s) of such
Material Indebtedness or the lender(s) under any Material Indebtedness Agreement
to cause, such Material  Indebtedness to become due prior to its stated maturity
or any  commitment  to lend  under any  Material  Indebtedness  Agreement  to be
terminated prior to its stated expiration date; or any Material  Indebtedness of
the  Borrower  or  any  of  its   Subsidiaries   (other  than  Project   Finance
Subsidiaries)  shall be declared to be due and payable or required to be prepaid
or repurchased (other than by a regularly scheduled payment) prior to the stated
maturity thereof (except, from and after the date of the IP Acquisition,  in the
case of or related to a "Triggering Event" under IP's 11 1/2% Mortgage Bonds due
2010 which does not also cause an event of default thereunder);  or the Borrower
or any of its Subsidiaries  (other than Project Finance  Subsidiaries) shall not
pay, or admit in writing  its  inability  to pay,  its debts  generally  as they
become due;  provided  that no Default  shall occur under this  Section 7.5 as a
result of (i) any notice of  voluntary  prepayment  delivered by the Borrower or
any Subsidiary with respect to any  Indebtedness,  or (ii) any voluntary sale of
assets by the  Borrower or any  Subsidiary  permitted  hereunder  as a result of
which any Indebtedness secured by such assets is required to be prepaid.

     7.6. The Borrower or any of its  Subsidiaries  (other than Project  Finance
Subsidiaries)  shall (i) have an order for  relief  entered  with  respect to it
under the Federal  bankruptcy  laws as now or hereafter in effect,  (ii) make an
assignment for the benefit of creditors,  (iii) apply for, seek,  consent to, or
acquiesce  in, the  appointment  of a receiver,  custodian,  trustee,  examiner,
liquidator  or  similar  official  for  it or  any  Substantial  Portion  of its
Property,  (iv) institute any  proceeding  seeking an order for relief under the
Federal  bankruptcy  laws as now or hereafter in effect or seeking to adjudicate
it a bankrupt or insolvent,  or seeking  dissolution,  winding up,  liquidation,
reorganization,  arrangement, adjustment or composition of it or its debts under
any law  relating  to  bankruptcy,  insolvency  or  reorganization  or relief of
debtors  or fail to file an  answer  or  other  pleading  denying  the  material
allegations of any such  proceeding  filed against it, (v) take any corporate or
partnership action to authorize or effect any of the foregoing actions set forth
in this  Section  7.6,  (vi) fail to contest in good  faith any  appointment  or
proceeding  described in Section 7.7, or (vii) become  unable,  admit in writing
its inability or fail generally to pay its debts as they become due.

     7.7. Without the application, approval or consent of the Borrower or any of
its Subsidiaries (other than Project Finance Subsidiaries), a receiver, trustee,
examiner,  liquidator or similar official shall be appointed for the Borrower or
any of its  Subsidiaries  or  any  Substantial  Portion  of its  Property,  or a
proceeding described in Section 7.6(iv) shall be instituted against the Borrower
or any of its Subsidiaries and such appointment  continues  undischarged or such
proceeding  continues  undismissed  or unstayed  for a period of 60  consecutive
days.

     7.8. Any court,  government or governmental agency shall condemn,  seize or
otherwise appropriate,  or take custody or control of, all or any portion of the
Property  of the  Borrower  and its  Subsidiaries  (other than  Project  Finance
Subsidiaries) which, when taken together with all other Property of the Borrower
and its  Subsidiaries so condemned,  seized,  appropriated,  or taken


                                       50
<PAGE>

custody or control of, during the  twelve-month  period ending with the month in
which any such action occurs, constitutes a Substantial Portion.

     7.9. The Borrower or any of its  Subsidiaries  (other than Project  Finance
Subsidiaries)  shall fail within 45 days to pay, bond or otherwise discharge one
or more  (i)  judgments  or  orders  for the  payment  of  money  in  excess  of
$25,000,000 (or the equivalent  thereof in currencies other than Dollars) in the
aggregate  (net  of any  amount  covered  by  insurance),  or  (ii)  nonmonetary
judgments or orders which, individually or in the aggregate, could reasonably be
expected to have a Material Adverse Effect, which judgment(s), in any such case,
is/are not stayed on appeal or otherwise being  appropriately  contested in good
faith.

     7.10.  An ERISA  Event  shall have  occurred  that,  in the  opinion of the
Required  Lenders,  when taken  together  with all other ERISA  Events that have
occurred, could reasonably be expected to result in a Material Adverse Effect.

     7.11.  Nonpayment  by the  Borrower or any  Subsidiary  (other than Project
Finance Subsidiary) of any Rate Management  Obligation,  in a notional amount of
$25,000,000  or more,  when due or the breach by the Borrower or any  Subsidiary
(other than  Project  Finance  Subsidiary)  of any term,  provision or condition
contained in any Rate  Management  Transaction  or any  transaction  of the type
described in the definition of "Rate  Management  Transactions,"  whether or not
any Lender or Affiliate of a Lender is a party thereto.

     7.12. Any Change in Control shall occur.

     7.13. The Borrower or any of its  Subsidiaries  shall (i) be the subject of
any proceeding or investigation  pertaining to the release by the Borrower,  any
of its  Subsidiaries  or any other  Person of any  toxic or  hazardous  waste or
substance into the environment, or (ii) violate any Environmental Law, which, in
the case of an event  described  in clause (i) or clause  (ii),  has resulted in
liability  to the  Borrower  or any of its  Subsidiaries  in an amount  equal to
$50,000,000 or more, which liability is not paid, bonded or otherwise discharged
within  45 days or  which  is not  stayed  on  appeal  and  being  appropriately
contested in good faith.

     7.14. Any Loan Document shall fail to remain in full force or effect or any
action  shall  be  taken  to   discontinue   or  to  assert  the  invalidity  or
unenforceability of any Loan Document.

                                  ARTICLE VIII

                 ACCELERATION, WAIVERS, AMENDMENTS AND REMEDIES

     8.1.  Acceleration.  If any Default  described in Section 7.6 or 7.7 occurs
with respect to the Borrower,  the  obligations of the Lenders to make Loans and
of the Issuing Banks to issue Letters of Credit  hereunder  shall  automatically
terminate and the Obligations shall  immediately  become due and payable without
any election or action on the part of the Agent, any Issuing Bank or any Lender.
If any other Default occurs, the Required Lenders (or the Agent with the consent
of the Required Lenders) may terminate or suspend the obligations of the Lenders
to make Loans and of the Issuing Banks to issue Letters of Credit hereunder,  or
declare  the  Obligations  to  be  due  and  payable,  or  both,  whereupon  the
Obligations  shall  become


                                       51

<PAGE>

immediately due and payable,  without presentment,  demand, protest or notice of
any kind, all of which the Borrower hereby expressly waives.

     If, after acceleration of the maturity of the Obligations or termination of
the  obligations  of the Lenders to make Loans and of the Issuing Banks to issue
Letters of Credit  hereunder as a result of any Default  (other than any Default
as described in Section 7.6 or 7.7 with respect to the  Borrower) and before any
judgment  or decree  for the  payment  of the  Obligations  due shall  have been
obtained or entered,  the Required Lenders (in their sole  discretion)  shall so
direct,  the Agent  shall,  by notice to the  Borrower,  rescind  and annul such
acceleration and/or termination.

     8.2.  Amendments.  Subject  to the  provisions  of this  Section  8.2,  the
Required  Lenders  (or the Agent with the  consent  in  writing of the  Required
Lenders) and the Borrower may enter into agreements  supplemental hereto for the
purpose of adding or modifying any  provisions to the Loan Documents or changing
in any manner the rights of the Lenders or the Borrower  hereunder or thereunder
or waiving any Default hereunder or thereunder;  provided, however, that no such
supplemental  agreement shall, without the consent of all of the Lenders (or, in
the case of Section 8.2.2, all affected Lenders):

          8.2.1  Extend  the  final   maturity  of  any  Revolving  Loan  or  LC
     Disbursement  or postpone any payment of principal of any Revolving Loan or
     LC  Disbursement  or forgive  all or any  portion of the  principal  amount
     thereof,  or reduce the rate or extend the time of payment of  interest  or
     fees thereon (other than a waiver of the application of the default rate of
     interest pursuant to Section 2.14 hereof).

          8.2.2 Extend the final  maturity of any  Competitive  Loan or postpone
     any regularly  scheduled  payment of principal of any  Competitive  Loan or
     forgive all or any portion of the principal  amount thereof,  or reduce the
     rate or extend the time of payment of interest or fees thereon  (other than
     a waiver of the  application  of the default  rate of interest  pursuant to
     Section 2.14 hereof).

          8.2.3  Waive  any  condition  set forth in  Section  4.2,  reduce  the
     percentage  specified in the  definition  of Required  Lenders or any other
     percentage of Lenders  specified to be the Pro Rata Share in this Agreement
     to act on specified matters or amend the definition of "Pro Rata Share".

          8.2.4 Extend the Facility  Termination  Date,  or reduce the amount or
     extend the payment date for, the mandatory  payments required under Section
     2.2, or increase the amount of the Commitment of any Lender  hereunder,  or
     permit  the  Borrower  to assign  its  rights  or  obligations  under  this
     Agreement or change  Section 2.15 or 2.8.4 in a manner that would alter the
     pro rata sharing of payments or reduction of commitments required thereby.

          8.2.5 Amend this Section 8.2.

No  amendment  of any  provision of this  Agreement  relating to the Agent,  any
Issuing Bank or the  Swingline  Lender  shall be  effective  without the written
consent of the Agent, such Issuing Bank or the Swingline Lender, as the case may
be. The Agent may waive payment of the fee required under Section 12.3.3 without
obtaining the consent of any other party to this Agreement.


                                       52

<PAGE>

Notwithstanding the foregoing, any provision of this Agreement may be amended by
an agreement in writing entered into by the Borrower,  the Required  Lenders and
the Agent if (i) by the terms of such agreement any remaining Commitment of each
Lender not consenting to the amendment provided for therein shall terminate upon
the  effectiveness of such amendment and (ii) at the time such amendment becomes
effective,  each Lender not consenting  thereto  receives payment in full of the
principal  of and  interest  accrued  on each  Advance  made by it and all other
amounts owing to it or accrued for its account under this Agreement.

     8.3. Preservation of Rights. No delay or omission of the Lenders, the Agent
or the Issuing Banks to exercise any right under the Loan Documents shall impair
such right or be  construed  to be a waiver of any  Default  or an  acquiescence
therein, and the making of a Credit Extension notwithstanding the existence of a
Default or  Unmatured  Default or the  inability  of the Borrower to satisfy the
conditions precedent to such Credit Extension shall not constitute any waiver or
acquiescence.  Any  single  or  partial  exercise  of any such  right  shall not
preclude other or further  exercise  thereof or the exercise of any other right,
and no  waiver,  amendment  or  other  variation  of the  terms,  conditions  or
provisions  of the Loan  Documents  whatsoever  shall be valid unless in writing
signed by, or by the Agent with the consent of, the requisite  number of Lenders
required  pursuant to Section  8.2,  and then only to the extent in such writing
specifically set forth.  All remedies  contained in the Loan Documents or by law
afforded  shall be  cumulative  and all shall be  available  to the  Agent,  the
Issuing  Banks and the Lenders  until all of the  Obligations  have been paid in
full.

                                   ARTICLE IX

                               GENERAL PROVISIONS

     9.1. Survival of Representations. All representations and warranties of the
Borrower  contained  in this  Agreement  shall  survive the making of the Credit
Extensions herein contemplated.

     9.2. Governmental  Regulation.  Anything contained in this Agreement to the
contrary  notwithstanding,  no Lender shall be obligated to extend credit to the
Borrower  in  violation  of  any  limitation  or  prohibition  provided  by  any
applicable statute or regulation.

     9.3.  Headings.  Section headings in the Loan Documents are for convenience
of  reference  only,  and  shall not  govern  the  interpretation  of any of the
provisions of the Loan Documents.

     9.4. Entire  Agreement.  The Loan Documents embody the entire agreement and
understanding  among the  Borrower,  the Agent and the Lenders and supersede all
prior agreements and understandings  among the Borrower,  the Agent, the Issuing
Banks and the Lenders  relating to the subject  matter  thereof other than those
contained in the fee letter  described in Section  10.13 which shall survive and
remain in full force and effect during the term of this Agreement.

     9.5.  Several  Obligations;  Benefits  of this  Agreement.  The  respective
obligations  of the Lenders and the Issuing Banks  hereunder are several and not
joint and no Lender or Issuing


                                       53

<PAGE>

Bank shall be the  partner or agent of any other  (except to the extent to which
the  Agent is  authorized  to act as such).  The  failure  of any  Lender or any
Issuing Bank to perform any of its  obligations  hereunder shall not relieve any
other Lender or any Issuing  Bank from any of its  obligations  hereunder.  This
Agreement  shall not be  construed so as to confer any right or benefit upon any
Person other than the parties to this Agreement and their respective  successors
and assigns,  provided,  however,  that the parties hereto  expressly agree that
each Arranger  shall enjoy the benefits of the  provisions of Sections 9.6, 9.10
and 10.11 to the extent  specifically set forth therein and shall have the right
to  enforce  such  provisions  on its own behalf and in its own name to the same
extent as if it were a party to this Agreement.

     9.6. Expenses; Indemnification.  (i) The Borrower shall reimburse the Agent
and each Arranger for any reasonable  costs,  internal charges and out-of-pocket
expenses (including  reasonable attorneys' and paralegals' fees and time charges
of attorneys  for the Agent,  which  attorneys may be employees of the Agent and
expenses of and fees for other advisors and  professionals  engaged by the Agent
or such  Arranger)  paid or incurred by the Agent or such Arranger in connection
with the  investigation,  preparation,  negotiation,  documentation,  execution,
delivery,  syndication,  distribution  (including,  without limitation,  via the
internet),  review,  amendment,  modification  and  administration  of the  Loan
Documents.  The Borrower also agrees to reimburse the Agent, each Arranger,  the
Issuing Banks and the Lenders for any costs,  internal charges and out-of-pocket
expenses  (including  attorneys'  and  paralegals'  fees  and time  charges  and
expenses of attorneys and paralegals for the Agent,  such Arranger,  the Issuing
Banks and the Lenders,  which  attorneys and  paralegals may be employees of the
Agent, such Arranger,  the Issuing Banks or the Lenders) paid or incurred by the
Agent,  such  Arranger,  any Issuing Bank or any Lender in  connection  with the
collection and enforcement of the Loan Documents.

     (ii) The  Borrower  hereby  further  agrees to  indemnify  the Agent,  each
          Arranger, each Issuing Bank, each Lender, their respective affiliates,
          and  each of their  directors,  officers  and  employees  against  all
          losses,  claims,  damages,  penalties,   judgments,   liabilities  and
          expenses (including, without limitation, all expenses of litigation or
          preparation  therefor  whether or not the  Agent,  any  Arranger,  any
          Issuing Bank, any Lender or any affiliate is a party thereto,  and all
          attorneys'  and  paralegals'   fees,  time  charges  and  expenses  of
          attorneys and paralegals of the party seeking  indemnification,  which
          attorneys  and  paralegals  may or may not be  employees of such party
          seeking  indemnification)  which any of them may pay or incur  arising
          out of or relating to this Agreement,  the other Loan  Documents,  the
          transactions contemplated hereby or the direct or indirect application
          or proposed  application of the proceeds of any Loan hereunder  except
          to the  extent  that  they have  resulted,  as  determined  in a final
          non-appealable judgment by a court of competent jurisdiction, from the
          gross   negligence   or  willful   misconduct  of  the  party  seeking
          indemnification.  The  obligations  of the Borrower under this Section
          9.6 shall survive the termination of this Agreement.

    (iii) To the extent that the Borrower fails to pay any amount required to be
          paid  by it to the  Agent,  the  Arrangers,  any  Issuing  Bank or the
          Swingline  Lender under  paragraph (i) or (ii) of this  Section,  each
          Lender  severally  agrees to pay to the  Agent,  the  Arrangers,  such
          Issuing  Bank or the  Swingline  Lender,  as the  case  may

                                       54


<PAGE>

          be, such Lender's Pro Rata Share  (determined  as of the time that the
          applicable  unreimbursed  expense or  indemnity  payment is sought) of
          such  unpaid  amount;   provided  that  the  unreimbursed  expense  or
          indemnified loss, claim, damage,  liability or related expense, as the
          case may be, was  incurred  by or  asserted  against  the  Agent,  the
          Arrangers or the Swingline Lender in its capacity as such.

     9.7. Numbers of Documents. All statements,  notices, closing documents, and
requests hereunder shall be furnished to the Agent with sufficient  counterparts
so that the Agent may furnish one to each of the Lenders, to the extent that the
Agent deems necessary.

     9.8. Accounting.  Except as provided to the contrary herein, all accounting
terms  used in the  calculation  of any  financial  covenant  or test  shall  be
interpreted  and all accounting  determinations  hereunder in the calculation of
any  financial  covenant  or test  shall be made in  accordance  with  Agreement
Accounting   Principles.   If  any  changes  in  generally  accepted  accounting
principles  are hereafter  required or permitted and are adopted by the Borrower
or any of its  Subsidiaries  with the  agreement  of its  independent  certified
public  accountants  and such  changes  result  in a  change  in the  method  of
calculation of any of the financial covenants,  tests, restrictions or standards
herein  or in  the  related  definitions  or  terms  used  therein  ("Accounting
Changes"),  the parties hereto agree, at the Borrower's  request,  to enter into
negotiations,  in good  faith,  in order to amend  such  provisions  in a credit
neutral  manner so as to reflect  equitably such changes with the desired result
that the criteria for evaluating the Borrower's and its Subsidiaries'  financial
condition  shall be the same after such  changes as if such changes had not been
made;  provided,  however,  until  such  provisions  are  amended  in  a  manner
reasonably  satisfactory  to the Agent and the Required  Lenders,  no Accounting
Change shall be given effect in such  calculations.  In the event such amendment
is entered  into,  all  references  in this  Agreement to  Agreement  Accounting
Principles shall mean generally accepted accounting principles as of the date of
such amendment.  Notwithstanding the foregoing,  all financial  statements to be
delivered  by the  Borrower  pursuant  to  Section  6.1  shall  be  prepared  in
accordance with generally accepted accounting principles in effect at such time.

     9.9. Severability of Provisions. Any provision in any Loan Document that is
held to be inoperative,  unenforceable, or invalid in any jurisdiction shall, as
to  that  jurisdiction,  be  inoperative,   unenforceable,  or  invalid  without
affecting  the  remaining  provisions  in that  jurisdiction  or the  operation,
enforceability,  or validity of that provision in any other jurisdiction, and to
this end the provisions of all Loan Documents are declared to be severable.

     9.10.  Nonliability.  The relationship between the Borrower on the one hand
and the Lenders and the Agent on the other hand shall be solely that of borrower
and lender.  Neither the Agent,  any  Arranger,  any Issuing Bank nor any Lender
shall have any fiduciary  responsibilities  to the Borrower.  Neither the Agent,
any Arranger,  any Issuing Bank nor any Lender undertakes any  responsibility to
the Borrower to review or inform the Borrower of any matter in  connection  with
any phase of the  Borrower's  business or operations.  The Borrower  agrees that
neither the Agent,  any  Arranger,  any Issuing  Bank nor any Lender  shall have
liability to the Borrower (whether sounding in tort,  contract or otherwise) for
losses  suffered by the Borrower in connection  with,  arising out of, or in any
way related to, the transactions  contemplated and the relationship  established
by the Loan  Documents,  or any act,  omission or event  occurring in connection
therewith, unless it is determined in a final non-appealable judgment by a court
of


                                       55
<PAGE>

competent  jurisdiction  that such losses resulted from the gross  negligence or
willful  misconduct  of the party from which  recovery  is sought.  Neither  the
Borrower,  the Agent,  any Arranger,  any Issuing Bank nor any Lender shall have
any  liability  with  respect  to, and each of the Agent,  each  Arranger,  each
Issuing Bank,  each Lender and the Borrower  hereby waives,  releases and agrees
not to sue  for,  any  special,  indirect,  consequential  or  punitive  damages
suffered by it in connection with,  arising out of, or in any way related to the
Loan Documents or the transactions contemplated thereby.

     9.11. Confidentiality. Each Lender and each Issuing Bank agrees to hold any
confidential information which it may receive from the Borrower pursuant to this
Agreement in  confidence,  except for  disclosure  (i) to its  Affiliates and to
other Lenders or Issuing Banks and their respective  Affiliates,  for use solely
in connection with the transactions  contemplated hereby, (ii) to legal counsel,
accountants,  and other professional  advisors to such Lender or Issuing Bank or
to a Transferee,  in each case which have been  informed as to the  confidential
nature of such  information,  for use solely in connection with the transactions
contemplated  hereby, (iii) to regulatory officials having jurisdiction over it,
(iv) to any Person as required by law, regulation,  or legal process, (v) to any
Person in connection  with any legal  proceeding to which such Lender or Issuing
Bank is a party,  (vi) to such  Lender's  or Issuing  Bank's  direct or indirect
contractual  counterparties in swap agreements or to legal counsel,  accountants
and other professional advisors to such counterparties,  in each case which have
been informed as to the confidential nature of such information, (vii) permitted
by Section  12.4 and (viii) to rating  agencies if requested or required by such
agencies in connection with a rating relating to the Advances hereunder.

     9.12. Lenders Not Utilizing Plan Assets.  Each Lender and Designated Lender
represents  and warrants that none of the  consideration  used by such Lender or
Designated  Lender to make its Loans  constitutes  for any  purpose  of ERISA or
Section  4975 of the Code  assets of any "plan" as  defined  in Section  3(3) of
ERISA or Section 4975 of the Code and the rights and interests of such Lender or
Designated  Lender in and under the Loan  Documents  shall not  constitute  such
"plan assets" under ERISA.

     9.13. Nonreliance.  Each Lender hereby represents that it is not relying on
or looking to any margin stock (as defined in Regulation U) as collateral in the
extension or maintenance of the credit provided for herein.

     9.14. Disclosure. The Borrower and each Lender and each Issuing Bank hereby
acknowledge and agree that each Lender,  each Issuing Bank and their  Affiliates
from time to time may hold  investments  in,  make other  loans to or have other
relationships with the Borrower and its Affiliates.

     9.15.  USA Patriot Act.  Each Lender and each Issuing Bank hereby  notifies
the Borrower  that  pursuant to the  requirements  of the USA Patriot Act, it is
required to obtain,  verify and record information that identifies the Borrower,
which  information  includes  the name and  address  of the  Borrower  and other
information  that will allow such Lender to identify the Borrower in  accordance
with its requirements.


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<PAGE>

                                    ARTICLE X

                                    THE AGENT

     10.1.  Appointment;  Nature of  Relationship.  JPMCB is hereby appointed by
each  of  the  Lenders  and  each  of  the  Issuing  Banks  as  its  contractual
representative  (herein  referred to as the  "Agent")  hereunder  and under each
other Loan  Document,  and each of the Lenders and the each of the Issuing Banks
irrevocably  authorizes the Agent to act as the  contractual  representative  of
such Lender and such Issuing Bank with the rights and duties expressly set forth
herein  and in the  other  Loan  Documents.  The  Agent  agrees  to act as  such
contractual representative upon the express conditions contained in this Article
X.  Notwithstanding  the  use of  the  defined  term  "Agent,"  it is  expressly
understood   and   agreed   that  the  Agent   shall  not  have  any   fiduciary
responsibilities  to any Lender or any Issuing Bank by reason of this  Agreement
or any  other  Loan  Document  and  that  the  Agent  is  merely  acting  as the
contractual  representative of the Lenders and the Issuing Banks with only those
duties  as are  expressly  set  forth  in  this  Agreement  and the  other  Loan
Documents.  In its capacity as the Lenders' and the Issuing  Banks'  contractual
representative, the Agent (i) does not hereby assume any fiduciary duties to any
of the Lenders or the Issuing Banks, (ii) is a  "representative"  of the Lenders
and the Issuing Banks within the meaning of the term "secured  party" as defined
in the New York Uniform  Commercial  Code and (iii) is acting as an  independent
contractor,  the rights and duties of which are limited to those  expressly  set
forth in this  Agreement and the other Loan  Documents.  Each of the Lenders and
the  Issuing  Banks  hereby  agrees to assert no claim  against the Agent on any
agency theory or any other theory of liability for breach of fiduciary duty, all
of which claims each Lender hereby waives.

     10.2.  Powers.  The Agent shall have and may exercise such powers under the
Loan Documents as are  specifically  delegated to the Agent by the terms of each
thereof,  together with such powers as are reasonably  incidental  thereto.  The
Agent  shall have no implied  duties or  fiduciary  duties to the Lenders or the
Issuing Banks, or any obligation to the Lenders or the Issuing Banks to take any
action thereunder except any action specifically  provided by the Loan Documents
to be taken by the Agent.

     10.3.  General  Immunity.  Neither  the  Agent  nor  any of its  directors,
officers,  agents or employees  shall be liable to the Borrower,  the Lenders or
any Lender or any Issuing Bank for any action taken or omitted to be taken by it
or them hereunder or under any other Loan Document or in connection  herewith or
therewith except to the extent such action or inaction is determined in a final,
non-appealable judgment by a court of competent jurisdiction to have arisen from
the gross negligence or willful misconduct of such Person.

     10.4. No Responsibility for Loans, Recitals, etc. Neither the Agent nor any
of its directors, officers, agents or employees shall be responsible for or have
any duty to ascertain,  inquire into, or verify (a) any  statement,  warranty or
representation  made in  connection  with any  Loan  Document  or any  borrowing
hereunder;  (b)  the  performance  or  observance  of any of  the  covenants  or
agreements  of  any  obligor  under  any  Loan  Document,   including,   without
limitation,  any agreement by an obligor to furnish information directly to each
Lender and each Issuing Bank; (c) the satisfaction of any condition specified in
Article  IV,  except  receipt of items  required to be  delivered  solely to the
Agent;  (d) the  existence  or possible  existence  of any


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<PAGE>

Default or Unmatured Default; (e) the validity,  enforceability,  effectiveness,
sufficiency  or  genuineness  of any Loan  Document or any other  instrument  or
writing furnished in connection therewith; (f) the value, sufficiency, creation,
perfection  or  priority  of any  Lien in any  collateral  security;  or (g) the
financial  condition of the Borrower or any guarantor of any of the  Obligations
or of any of the Borrower's or any such guarantor's respective Subsidiaries. The
Agent  shall  have no duty to  disclose  to the  Lenders  or the  Issuing  Banks
information that is not required to be furnished by the Borrower to the Agent at
such time, but is voluntarily  furnished by the Borrower to the Agent (either in
its capacity as Agent or in its individual capacity).

     10.5.  Action on Instructions  of Lenders.  The Agent shall in all cases be
fully protected in acting, or in refraining from acting, hereunder and under any
other Loan  Document  in  accordance  with  written  instructions  signed by the
Required Lenders (or all of the Lenders in the event that and to the extent that
this Agreement  expressly  requires such), and such  instructions and any action
taken or failure to act pursuant thereto shall be binding on all of the Lenders.
The Lenders hereby acknowledge that the Agent shall be under no duty to take any
discretionary  action  permitted to be taken by it pursuant to the provisions of
this  Agreement  or any other  Loan  Document  unless it shall be  requested  in
writing to do so by the  Required  Lenders  (or all of the  Lenders in the event
that and to the extent that this Agreement  expressly  requires such). The Agent
shall be fully justified in failing or refusing to take any action hereunder and
under any  other  Loan  Document  unless it shall  first be  indemnified  to its
satisfaction  in writing by the Lenders pro rata against any and all  liability,
cost and expense that it may incur by reason of taking or continuing to take any
such action.

     10.6.  Employment  of Agents and Counsel.  The Agent may execute any of its
duties  as Agent  hereunder  and under any other  Loan  Document  by or  through
employees,  agents,  and  attorneys-in-fact  and shall not be  answerable to the
Lenders or the Issuing Banks, except as to money or securities received by it or
its  authorized  agents,  for the  default or  misconduct  of any such agents or
attorneys-in-fact  selected  by it with  reasonable  care.  The  Agent  shall be
entitled to advice of counsel concerning the contractual arrangement between the
Agent and the Lenders and the Issuing  Banks and all matters  pertaining  to the
Agent's duties hereunder and under any other Loan Document.

     10.7. Reliance on Documents;  Counsel.  The Agent shall be entitled to rely
upon any  Note,  notice,  consent,  certificate,  affidavit,  letter,  telegram,
statement,  paper or  document  believed  by it to be genuine and correct and to
have been  signed or sent by the proper  person or  persons,  and, in respect to
legal matters,  upon the opinion of counsel selected by the Agent, which counsel
may be employees of the Agent.

     10.8.  Agent's  Reimbursement  and  Indemnification.  The Lenders  agree to
reimburse  and  indemnify  the Agent ratably in proportion to the their Pro Rata
Shares of the Aggregate  Commitment  (or, if the Aggregate  Commitment  has been
terminated,  of the Aggregate Outstanding Credit Exposure) (determined as of the
date of any such request by the Agent) (i) for any amounts not reimbursed by the
Borrower for which the Agent is entitled to  reimbursement by the Borrower under
the Loan Documents,  (ii) to the extent not paid by the Borrower,  for any other
expenses incurred by the Agent on behalf of the Lenders or the Issuing Banks, in
connection  with  the  preparation,   execution,  delivery,  administration  and
enforcement  of the  Loan  Documents  (including,  without  limitation,  for any
expenses  incurred by the Agent in connection


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<PAGE>

with any dispute  between the Agent and any Lender or between two or more of the
Lenders or Issuing Banks) and (iii) to the extent not paid by the Borrower,  for
any liabilities,  obligations,  losses, damages, penalties,  actions, judgments,
suits, costs,  expenses or disbursements of any kind and nature whatsoever which
may be imposed on, incurred by or asserted against the Agent in any way relating
to or arising  out of the Loan  Documents  or any other  document  delivered  in
connection  therewith  or  the  transactions  contemplated  thereby  (including,
without  limitation,  for any such amounts  incurred by or asserted  against the
Agent in connection with any dispute between the Agent and any Lender or between
two or more of the Lenders or Issuing  Banks),  or the enforcement of any of the
terms of the Loan Documents or of any such other documents, provided that (i) no
Lender  shall  be  liable  for any of the  foregoing  to the  extent  any of the
foregoing is found in a final,  non-appealable  judgment by a court of competent
jurisdiction to have resulted from the gross negligence or willful misconduct of
the Agent, (ii) any indemnification required pursuant to Section 3.5(vii) shall,
notwithstanding  the  provisions  of this Section  10.8, be paid by the relevant
Lender in  accordance  with the  provisions  thereof  and (iii) the Agent  shall
reimburse  the Lenders for any amounts the Lenders  have paid to the extent such
amounts are  subsequently  recovered from the Borrower.  The  obligations of the
Lenders  under this  Section  10.8  shall  survive  payment of the  Obligations,
termination  and  expiration  of the Letters of Credit and  termination  of this
Agreement.

     10.9. Notice of Default. The Agent shall not be deemed to have knowledge or
notice of the occurrence of any Default or Unmatured  Default  hereunder  unless
the Agent has received written notice from a Lender or the Borrower referring to
this  Agreement  describing  such Default or Unmatured  Default and stating that
such notice is a "notice of default".  In the event that the Agent receives such
a notice,  the Agent  shall give  prompt  notice  thereof to the Lenders and the
Issuing Banks.

     10.10. Rights as a Lender. In the event the Agent is a Lender or an Issuing
Bank,  the Agent shall have the same rights and powers  hereunder  and under any
other Loan Document with respect to its Commitment and its Credit  Extensions as
any Lender or any Issuing  Bank and may  exercise the same as though it were not
the Agent,  and the term "Lender" or "Lenders" or "Issuing  Bank" shall,  at any
time when the Agent is a Lender or an Issuing Bank, unless the context otherwise
indicates,  include  the  Agent in its  individual  capacity.  The Agent and its
Affiliates may accept deposits from, lend money to, and generally  engage in any
kind of  trust,  debt,  equity  or  other  transaction,  in  addition  to  those
contemplated by this Agreement or any other Loan Document,  with the Borrower or
any of its  Subsidiaries  in  which  the  Borrower  or  such  Subsidiary  is not
restricted  hereby  from  engaging  with any other  Person.  The  Agent,  in its
individual capacity, is not obligated to remain a Lender.

     10.11.  Independent  Credit  Decision.  Each Lender and each  Issuing  Bank
acknowledges that it has, independently and without reliance upon the Agent, any
Arranger  or any  other  Lender  or any  other  Issuing  Bank  and  based on the
financial  statements  prepared by the  Borrower  and such other  documents  and
information  as it has  deemed  appropriate,  made its own credit  analysis  and
decision to enter into this Agreement and the other Loan Documents.  Each Lender
and each Issuing Bank also acknowledges that it will,  independently and without
reliance  upon the Agent,  any  Arranger  or any other  Lender and based on such
documents and information as it shall deem appropriate at the time,  continue to
make its own  credit  decisions  in  taking  or not  taking  action  under  this
Agreement and the other Loan Documents.


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<PAGE>

     10.12.  Successor Agent. The Agent may resign at any time by giving written
notice  thereof  to the  Lenders,  the  Issuing  Banks  and the  Borrower,  such
resignation to be effective upon the  appointment of a successor Agent or, if no
successor  Agent has been  appointed,  forty-five  days after the retiring Agent
gives notice of its  intention  to resign.  The Agent may be removed at any time
with or without cause by written notice  received by the Agent from the Required
Lenders,  such  removal to be  effective  on the date  specified by the Required
Lenders.  Upon any such resignation or removal,  the Required Lenders,  with the
consent of the Borrower  (which  consent shall not be  unreasonably  withheld or
delayed;  provided  that such  consent  shall not be  required  in the event and
continuation  of a Default),  shall have the right to appoint,  on behalf of the
Borrower and the Lenders,  a successor  Agent.  If no successor Agent shall have
been so appointed by the Required Lenders or consented to by the Borrower within
thirty  days after the  resigning  Agent's  giving  notice of its  intention  to
resign,  then the resigning Agent may appoint, on behalf of the Borrower and the
Lenders, a successor Agent. Notwithstanding the previous sentence, the Agent may
at any time  without  the  consent of the  Borrower or any Lender or any Issuing
Bank,  appoint any of its Affiliates  which is a commercial  bank as a successor
Agent  hereunder.  If the Agent has  resigned or been  removed and no  successor
Agent has been  appointed,  the  Lenders may perform all the duties of the Agent
hereunder and the Borrower shall make all payments in respect of the Obligations
to the applicable Lender and for all other purposes shall deal directly with the
Lenders. No successor Agent shall be deemed to be appointed hereunder until such
successor Agent has accepted the appointment.  Any such successor Agent shall be
a commercial bank having capital and retained earnings of at least $100,000,000.
Upon the acceptance of any appointment as Agent hereunder by a successor  Agent,
such successor Agent shall  thereupon  succeed to and become vested with all the
rights,  powers,  privileges and duties of the resigning or removed Agent.  Upon
the  effectiveness  of the resignation or removal of the Agent, the resigning or
removed Agent shall be discharged from its duties and obligations  hereunder and
under the Loan Documents.  After the effectiveness of the resignation or removal
of an Agent,  the  provisions of this Article X shall continue in effect for the
benefit of such Agent in respect of any actions  taken or omitted to be taken by
it while  it was  acting  as the  Agent  hereunder  and  under  the  other  Loan
Documents. In the event that there is a successor to the Agent by merger, or the
Agent  assigns  its duties and  obligations  to an  Affiliate  pursuant  to this
Section 10.12,  then the term "Prime Rate" as used in this Agreement  shall mean
the prime rate, base rate or other analogous rate of the new Agent.

     10.13. Agent and Arranger Fees. The Borrower agrees to pay to the Agent and
each  Arranger,  for  their  respective  accounts,  the  fees  agreed  to by the
Borrower,  the Agent and the Arrangers  pursuant to the letter  agreements dated
June 17, 2004, or as otherwise agreed from time to time.

     10.14. Delegation to Affiliates.  The Borrower, the Lenders and the Issuing
Banks agree that the Agent may delegate  any of its duties under this  Agreement
to any of its Affiliates.  Any such Affiliate (and such  Affiliate's  directors,
officers,  agents and employees)  which performs  duties in connection with this
Agreement shall be entitled to the same benefits of the indemnification,  waiver
and other protective provisions to which the Agent is entitled under Articles IX
and X.

     10.15. Syndication Agent and Documentation Agents. The Lender identified in
this  Agreement as the  "Syndication  Agent" and the Lenders  identified in this
Agreement as the

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<PAGE>

"Documentation  Agents"  shall  have no  right,  power,  obligation,  liability,
responsibility  or duty under this Agreement other than those  applicable to all
Lenders as such. Without limiting the foregoing,  such Lenders shall not have or
be deemed to have a fiduciary  relationship  with any other Lender.  Each Lender
hereby makes the same  acknowledgements with respect to such Lenders as it makes
with respect to the Agent in Section 10.11.

                                   ARTICLE XI

                            SETOFF; RATABLE PAYMENTS

     11.1.  Setoff. In addition to, and without limitation of, any rights of the
Lenders  under  applicable  law,  if the  Borrower  becomes  insolvent,  however
evidenced,  or any Default occurs,  any and all deposits  (including all account
balances,  whether  provisional  or  final  and  whether  or  not  collected  or
available)  and any other  Indebtedness  at any time held or owing by any Lender
(including  the Swingline  Lender) or any Affiliate of any Lender or any Issuing
Bank to or for the credit or account of the  Borrower  may be offset and applied
toward the payment of the Obligations owing to such Lender or such Issuing Bank,
whether or not the Obligations, or any part thereof, shall then be due.

     11.2. Ratable Payments. If any Lender, whether by setoff or otherwise,  has
payment  made to it upon its  Revolving  Credit  Exposure  (other than  payments
received pursuant to Section 3.1, 3.2, 3.4 or 3.5) in a greater  proportion than
that received by any other Lender, such Lender agrees,  promptly upon demand, to
purchase a participation in the Aggregate  Revolving Credit Exposure held by the
other  Lenders so that after such  purchase  each  Lender will hold its Pro Rata
Share of the Aggregate  Revolving  Credit  Exposure.  If any Lender,  whether in
connection with setoff or amounts which might be subject to setoff or otherwise,
receives  collateral or other  protection  for its  Obligations  or such amounts
which may be subject to setoff,  such Lender  agrees,  promptly upon demand,  to
take such action  necessary  such that all Lenders share in the benefits of such
collateral  ratably in  proportion  to their  respective  Pro Rata Shares of the
Aggregate  Revolving Credit  Exposure.  In case any such payment is disturbed by
legal process, or otherwise, appropriate further adjustments shall be made.

                                  ARTICLE XII

                BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS

     12.1. Successors and Assigns; Designated Lenders.

          12.1.1  Successors  and Assigns.  The terms and provisions of the Loan
     Documents  shall be binding upon and inure to the benefit of the  Borrower,
     the  Agent,  the  Issuing  Banks  and  the  Lenders  and  their  respective
     successors and assigns permitted hereby, except that (i) the Borrower shall
     not have the  right to assign  its  rights  or  obligations  under the Loan
     Documents  without the prior written consent of the Agent,  each Lender and
     each  Issuing  Bank,  (ii) any  assignment  by any  Lender  must be made in
     compliance with Section 12.3, and (iii) any transfer by  Participants  must
     be made in  compliance  with Section  12.2.  Any  attempted  assignment  or
     transfer by any party not made in  compliance  with this Section 12.1 shall
     be null and void,  unless such attempted

                                       61

<PAGE>

     assignment or transfer is treated as a  participation  in  accordance  with
     Section 12.3.2. The parties to this Agreement  acknowledge that clause (ii)
     of this Section 12.1 relates only to absolute  assignments and this Section
     12.1 does not prohibit assignments creating security interests,  including,
     without  limitation,  (x) any pledge or  assignment by any Lender of all or
     any portion of its rights  under this  Agreement  and any Note to a Federal
     Reserve  Bank,  (y) in the case of a Lender which is a Fund,  any pledge or
     assignment of all or any portion of its rights under this Agreement and any
     Note to its trustee in support of its obligations to its trustee or (z) any
     pledge or  assignment  by any  Lender of all or any  portion  of its rights
     under  this  Agreement  and any  Note to  direct  or  indirect  contractual
     counterparties in swap agreements relating to the Loans; provided, however,
     that no such  pledge or  assignment  creating  a  security  interest  shall
     release the transferor  Lender from its  obligations  hereunder  unless and
     until the parties  thereto have  complied  with the  provisions  of Section
     12.3. The Agent may treat the Person which made any Loan or which holds any
     Note as the owner  thereof for all  purposes  hereof  unless and until such
     Person complies with Section 12.3; provided, however, that the Agent may in
     its discretion (but shall not be required to) follow  instructions from the
     Person  which  made any Loan or which  holds  any Note to  direct  payments
     relating to such Loan or Note to another Person. Any assignee of the rights
     to any Loan or any Note agrees by acceptance of such assignment to be bound
     by all the  terms  and  provisions  of the  Loan  Documents.  Any  request,
     authority or consent of any Person,  who at the time of making such request
     or giving such  authority or consent is the owner of the rights to any Loan
     (whether  or not a Note has been  issued  in  evidence  thereof),  shall be
     conclusive and binding on any  subsequent  holder or assignee of the rights
     to such Loan.

          12.1.2 Designated Lenders.

     (i)  Subject to the terms and conditions set forth in this Section  12.1.2,
          any  Lender  may from  time to time  elect to  designate  an  Eligible
          Designee  to  provide  all or any part of the Loans to be made by such
          Lender pursuant to this Agreement; provided that the designation of an
          Eligible  Designee by any Lender for purposes of this  Section  12.1.2
          shall be subject to the approval of the Agent (which consent shall not
          be  unreasonably  withheld  or  delayed).  Upon the  execution  by the
          parties  to each  such  designation  of an  agreement  in the  form of
          Exhibit  F  hereto  (a  "Designation  Agreement")  and the  acceptance
          thereof by the Agent, the Eligible  Designee shall become a Designated
          Lender for purposes of this Agreement.  The  Designating  Lender shall
          thereafter  have the right to permit the Designated  Lender to provide
          all or a  portion  of the Loans to be made by the  Designating  Lender
          pursuant to the terms of this Agreement and the making of the Loans or
          portion  thereof  shall  satisfy the  obligations  of the  Designating
          Lender  to the  same  extent,  and as if,  such  Loan  was made by the
          Designating  Lender. As to any Loan made by it, each Designated Lender
          shall have all the rights a Lender  making  such Loan would have under
          this  Agreement and  otherwise;  provided,  (x) that all voting rights
          under this  Agreement  shall be  exercised  solely by the  Designating
          Lender, (y) each Designating Lender shall remain solely responsible to
          the other parties  hereto for its  obligations  under this  Agreement,
          including the  obligations of a Lender in respect of Loans made by its
          Designated  Lender and (z) no  Designated  Lender shall be entitled to
          reimbursement under Article III hereof


                                       62

<PAGE>

          for any amount  which  would  exceed  the amount  that would have been
          payable by the Borrower to the Lender from which the Designated Lender
          obtained  any  interests  hereunder.  No  additional  Notes  shall  be
          required  with  respect  to Loans  provided  by a  Designated  Lender;
          provided,  however,  to the extent any Designated Lender shall advance
          funds, the Designating Lender shall be deemed to hold the Notes in its
          possession as an agent for such Designated Lender to the extent of the
          Loan funded by such Designated  Lender.  Such Designating Lender shall
          act as  administrative  agent for its  Designated  Lender and give and
          receive  notices and  communications  hereunder.  Any payments for the
          account  of any  Designated  Lender  shall be paid to its  Designating
          Lender as administrative  agent for such Designated Lender and neither
          the Borrower nor the Agent shall be  responsible  for any  Designating
          Lender's  application  of such payments.  In addition,  any Designated
          Lender may (1) with notice to, but without the consent of the Borrower
          or the Agent,  assign all or portions of its interests in any Loans to
          its Designating Lender or to any financial institution consented to by
          the Agent providing  liquidity and/or credit  facilities to or for the
          account of such Designated Lender and (2) subject to advising any such
          Person  that such  information  is to be  treated as  confidential  in
          accordance  with Section 9.11,  disclose on a  confidential  basis any
          non-public  information  relating  to its Loans to any rating  agency,
          commercial paper dealer or provider of any guarantee, surety or credit
          or liquidity enhancement to such Designated Lender.

     (ii) Each party to this Agreement hereby agrees that it shall not institute
          against,  or  join  any  other  Person  in  instituting  against,  any
          Designated   Lender  any  bankruptcy,   reorganization,   arrangement,
          insolvency or liquidation  proceeding or other  proceedings  under any
          federal  or state  bankruptcy  or  similar  law for one year and a day
          after the payment in full of all  outstanding  senior  indebtedness of
          any Designated  Lender;  provided that the Designating Lender for each
          Designated   Lender hereby agrees to indemnify,  save and hold
          harmless  each  other  party  hereto  for any loss,  cost,  damage and
          expense  arising out of its inability to institute any such proceeding
          against such Designated Lender.  This Section 12.1.2 shall survive the
          termination of this Agreement.

     12.2. Participations.

          12.2.1 Permitted Participants; Effect. Any Lender may at any time sell
     to one or more  banks  or  other  entities  ("Participants")  participating
     interests in any Outstanding  Credit Exposure of such Lender, any Note held
     by such Lender, any Commitment of such Lender or any other interest of such
     Lender under the Loan Documents.  In the event of any such sale by a Lender
     of  participating  interests to a  Participant,  such Lender's  obligations
     under the Loan Documents shall remain  unchanged,  such Lender shall remain
     solely  responsible to the other parties hereto for the performance of such
     obligations,  such Lender shall remain the owner of its Outstanding  Credit
     Exposure  and the holder of any Note issued to it in  evidence  thereof for
     all purposes under the Loan Documents,  all amounts payable by the Borrower
     under this  Agreement  shall be  determined  as if such Lender had not sold
     such participating interests, and the Borrower and the Agent shall


                                       63

<PAGE>

     continue to deal solely and directly  with such Lender in  connection  with
     such Lender's rights and obligations under the Loan Documents.

          12.2.2  Voting  Rights.  Each  Lender  shall  retain the sole right to
     approve,   without  the  consent  of  any   Participant,   any   amendment,
     modification  or waiver of any provision of the Loan  Documents  other than
     any amendment,  modification or waiver with respect to any Credit Extension
     or Commitment in which such Participant has an interest which would require
     consent of all of the Lenders pursuant to the terms of Section 8.2.

          12.2.3 Benefit of Certain  Provisions.  The Borrower  agrees that each
     Participant shall be deemed to have the right of setoff provided in Section
     11.1 in respect of its  participating  interest in amounts  owing under the
     Loan  Documents  to the same  extent as if the amount of its  participating
     interest  were owing  directly to it as a Lender under the Loan  Documents,
     provided  that each  Lender  shall  retain the right of setoff  provided in
     Section 11.1 with respect to the amount of participating  interests sold to
     each  Participant.  The Lenders agree to share with each  Participant,  and
     each  Participant,  by exercising  the right of setoff  provided in Section
     11.1, agrees to share with each Lender, any amount received pursuant to the
     exercise of its right of setoff,  such  amounts to be shared in  accordance
     with  Section  11.2 as if each  Participant  were a  Lender.  The  Borrower
     further agrees that each  Participant  shall be entitled to the benefits of
     Sections  3.1,  3.2,  3.4 and 3.5 to the same extent as if it were a Lender
     and had  acquired  its  interest by  assignment  pursuant to Section  12.3,
     provided  that (i) a  Participant  shall not be  entitled  to  receive  any
     greater  payment under Section 3.1, 3.2 or 3.5 than the Lender who sold the
     participating  interest  to such  Participant  would have  received  had it
     retained  such  interest  for  its own  account,  unless  the  sale of such
     interest to such  Participant is made with the prior written consent of the
     Borrower,  and (ii) any Participant not incorporated  under the laws of the
     United  States of America or any State  thereof  agrees to comply  with the
     provisions of Section 3.5 to the same extent as if it were a Lender.

     12.3. Assignments.

          12.3.1 Permitted Assignments. Any Lender may at any time assign to one
     or more  banks  or  other  entities  ("Purchasers")  all or any part of its
     rights and obligations  under the Loan Documents.  Such assignment shall be
     evidenced by an agreement substantially in the form of Exhibit C or in such
     other form as may be agreed to by the parties thereto (each such agreement,
     an  "Assignment  Agreement").  Each  such  assignment  with  respect  to  a
     Purchaser  which is not a Lender or an Affiliate of a Lender or an Approved
     Fund shall either be in an amount equal to the entire applicable Commitment
     and Outstanding  Credit Exposure of the assigning Lender or (unless each of
     the Borrower and the Agent  otherwise  consents) be in an aggregate  amount
     not less than  $5,000,000.  The amount of the assignment  shall be based on
     the Commitment or, if the Commitments have been terminated, the Outstanding
     Credit  Exposure  subject to the  assignment,  determined as of the date of
     such assignment or as of the "Trade Date," if the "Trade Date" is specified
     in the Assignment  Agreement.  Each partial  assignment shall be made as an
     assignment of a proportionate part of all the assigning Lender's rights and
     obligations under this Agreement, except that this sentence shall not apply
     to rights in respect of outstanding Competitive Loans.

                                       64

<PAGE>

          12.3.2  Consents.  The consent of the Borrower shall be required prior
     to an assignment  becoming  effective unless the Purchaser is a Lender,  an
     Affiliate of a Lender or an Approved Fund, provided that the consent of the
     Borrower  shall  not be  required  if (i) a  Default  has  occurred  and is
     continuing  or (ii) such  assignment  is in  connection  with the  physical
     settlement of any Lender's  obligations  to direct or indirect  contractual
     counterparties in swap agreements relating to the Loans; provided, that the
     assignment without the Borrower's consent pursuant to clause (ii) shall not
     increase the  Borrower's  liability  under  Section 3.5. The consent of the
     Agent,  each Issuing Bank and the Swingline  Lender shall be required prior
     to an  assignment  becoming  effective.  Any  consent  required  under this
     Section 12.3.2 shall not be unreasonably withheld or delayed.

          12.3.3 Effect;  Effective  Date.  Upon (i) delivery to the Agent of an
     Assignment  Agreement,  together  with any  consents  required  by Sections
     12.3.1  and  12.3.2,  and (ii)  payment  of a $3,500  fee to the  Agent for
     processing  such  assignment  (unless  such fee is  waived  by the Agent or
     unless such assignment is made to such assigning Lender's Affiliate),  such
     assignment  shall become  effective on the effective date specified in such
     assignment.  The Assignment  Agreement shall contain a  representation  and
     warranty  by the  Purchaser  to the effect  that none of the funds,  money,
     assets or other  consideration  used to make the purchase and assumption of
     the  Commitment  and  Outstanding  Credit  Exposure  under  the  applicable
     Assignment  Agreement  constitutes "plan assets" as defined under ERISA and
     that the rights,  benefits and  interests of the Purchaser in and under the
     Loan  Documents  will not be "plan  assets"  under ERISA.  On and after the
     effective date of such assignment, such Purchaser shall for all purposes be
     a Lender party to this Agreement and any other Loan Document executed by or
     on behalf  of the  Lenders  and shall  have all the  rights,  benefits  and
     obligations of a Lender under the Loan Documents,  to the same extent as if
     it were an original  party  thereto,  and the  transferor  Lender  shall be
     released with respect to the Commitment and Outstanding Credit Exposure, if
     any,  assigned to such Purchaser  without any further  consent or action by
     the  Borrower,  the  Lenders  or the  Agent.  In the case of an  assignment
     covering all of the assigning  Lender's  rights,  benefits and  obligations
     under this Agreement,  such Lender shall cease to be a Lender hereunder but
     shall  continue to be entitled to the  benefits  of, and subject to,  those
     provisions  of this  Agreement and the other Loan  Documents  which survive
     payment of the  Obligations  and  termination  of the Loan  Documents.  Any
     assignment  or  transfer  by a Lender of rights or  obligations  under this
     Agreement  that does not comply with this Section 12.3 shall be treated for
     purposes of this Agreement as a sale by such Lender of a  participation  in
     such rights and  obligations  in  accordance  with Section  12.2.  Upon the
     consummation  of any  assignment  to a Purchaser  pursuant to this  Section
     12.3.3,  the transferor  Lender,  the Agent and the Borrower  shall, if the
     transferor  Lender or the Purchaser  desires that its Loans be evidenced by
     Notes,  make  appropriate  arrangements  so  that,  upon  cancellation  and
     surrender  to the  Borrower  of the Notes  (if any) held by the  transferor
     Lender, new Notes or, as appropriate,  replacement Notes are issued to such
     transferor  Lender,  if  applicable,  and new  Notes  or,  as  appropriate,
     replacement Notes, are issued to such Purchaser,  in each case in principal
     amounts  reflecting their  respective  Commitments (or, if such Commitments
     have been terminated,  their respective  Outstanding  Credit Exposure),  as
     adjusted pursuant to such assignment.



                                       65
<PAGE>

          12.3.4 Register. The Agent, acting solely for this purpose as an agent
     of the Borrower  (and the Borrower  hereby  designates  the Agent to act in
     such capacity),  shall maintain at one of its offices in New York, New York
     a copy of each  Assignment  and  Assumption  delivered to it and a register
     (the  "Register")  for the  recordation  of the names and  addresses of the
     Lenders,  and the Commitments of, and principal  amounts of and interest on
     the Loans owing to, each Lender  pursuant to the terms  hereof from time to
     time and whether  such Lender is an original  Lender or assignee of another
     Lender  pursuant to an assignment  under this Section 13.3.  The entries in
     the Register shall be conclusive,  absent  manifest error and the Borrower,
     the Agent and the Lenders  may treat each Person  whose name is recorded in
     the  Register  pursuant to the terms hereof as a Lender  hereunder  for all
     purposes of this  Agreement,  notwithstanding  notice to the contrary.  The
     Register  shall be available for inspection by the Borrower and any Lender,
     at any reasonable time and from time to time upon reasonable prior notice.

     12.4. Dissemination of Information.  The Borrower authorizes each Lender to
disclose to any  Participant  or  Purchaser  or any other  Person  acquiring  an
interest in the Loan Documents by operation of law (each a "Transferee") and any
prospective  Transferee  any and all  information  in such  Lender's  possession
concerning the  creditworthiness of the Borrower and its Subsidiaries;  provided
that each  Transferee and prospective  Transferee  agrees to be bound by Section
9.11 of this Agreement.

     12.5.  Tax  Certifications.  If  any  interest  in  any  Loan  Document  is
transferred to any Transferee  which is not  incorporated  under the laws of the
United  States or any State  thereof,  the  transferor  Lender  shall cause such
Transferee, concurrently with the effectiveness of such transfer, to comply with
the provisions of Section 3.5(iv).

                                  ARTICLE XIII

                                     NOTICES

     13.1. Notices.

          (a) Except in the case of notices and other  communications  expressly
permitted to be given by telephone  (and  subject to paragraph  (b) below),  all
notices and other  communications  provided  for herein  shall be in writing and
shall be delivered by hand or overnight courier service,  mailed by certified or
registered mail or sent by telecopy, as follows:

     (i)  if to the Borrower, to it at Ameren Corporation, 1901 Chouteau Avenue,
          St. Louis,  MO 63103,  Attention of Jerre E. Birdsong,  Vice President
          and Treasurer (Telecopy No. (314) 554-3066);

     (ii) if to the Agent,  to  JPMorgan  Chase Bank,  Loan and Agency  Services
          Group, 1111 Fannin, 10th Floor, Houston, TX 77002,  Attention:  Sylvia
          Gutierrez (Telecopy No. (713) 427-6307), with a copy to JPMorgan Chase
          Bank,  270 Park Avenue,  New York,  NY 10017,  Attention of Michael J.
          DeForge (Telecopy No. (212) 270-3098);

                                       66

<PAGE>

    (iii) if to any other  Lender or  Issuing  Bank,  to it at its  address  (or
          telecopy number) set forth in its Administrative Questionnaire.

          (b)  Notices and other  communications  to the Lenders and the Issuing
Banks  hereunder  may be delivered or  furnished  by  electronic  communications
pursuant to procedures approved by the Agent;  provided that the foregoing shall
not apply to notices pursuant to Article II unless otherwise agreed by the Agent
and the  applicable  Lender.  The Agent or the Borrower may, in its  discretion,
agree to accept notices and other  communications  to it hereunder by electronic
communications  pursuant to procedures approved by it; provided that approval of
such procedures may be limited to particular notices or communications.

          (c) Any party  hereto may change its  address or  telecopy  number for
notices  and other  communications  hereunder  by  notice  to the other  parties
hereto.  All  notices  and other  communications  given to any  party  hereto in
accordance  with the provisions of this  Agreement  shall be deemed to have been
given on the date of receipt.

     13.2. Change of Address. The Borrower,  the Agent, any Issuing Bank and any
Lender may each  change the address for service of notice upon it by a notice in
writing to the other parties hereto.

                                   ARTICLE XIV

                                  COUNTERPARTS

     This Agreement may be executed in any number of counterparts,  all of which
taken together shall constitute one agreement, and any of the parties hereto may
execute this Agreement by signing any such counterpart.  This Agreement shall be
effective  when it has been  executed by the  Borrower,  the Agent,  the Issuing
Banks and the  Lenders  and each  party  has  notified  the  Agent by  facsimile
transmission or telephone that it has taken such action.

                                   ARTICLE XV

          CHOICE OF LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL

     15.1  CHOICE OF LAW.  THE LOAN  DOCUMENTS  (OTHER THAN THOSE  CONTAINING  A
CONTRARY  EXPRESS CHOICE OF LAW PROVISION) SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK, NEW YORK.

     15.2 CONSENT TO JURISDICTION.  THE BORROWER HEREBY  IRREVOCABLY  SUBMITS TO
THE  NON-EXCLUSIVE  JURISDICTION  OF ANY UNITED STATES FEDERAL OR NEW YORK STATE
COURT  SITTING  IN NEW YORK,  IN ANY  ACTION  OR  PROCEEDING  ARISING  OUT OF OR
RELATING TO ANY LOAN DOCUMENTS AND THE BORROWER HEREBY  IRREVOCABLY  AGREES THAT
ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING  MAY BE HEARD AND  DETERMINED
IN ANY SUCH COURT AND  IRREVOCABLY  WAIVES ANY OBJECTION IT MAY NOW OR HEREAFTER
HAVE AS TO THE VENUE OF ANY SUCH SUIT,  ACTION OR  PROCEEDING  BROUGHT IN SUCH A


                                       67

<PAGE>

COURT OR THAT SUCH COURT IS AN  INCONVENIENT  FORUM.  NOTHING HEREIN SHALL LIMIT
THE RIGHT OF THE AGENT OR ANY LENDER TO BRING  PROCEEDINGS  AGAINST THE BORROWER
IN THE COURTS OF ANY OTHER JURISDICTION. ANY JUDICIAL PROCEEDING BY THE BORROWER
AGAINST  THE AGENT OR ANY  LENDER OR ANY  AFFILIATE  OF THE AGENT OR ANY  LENDER
INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER IN ANY WAY ARISING OUT OF, RELATED
TO, OR CONNECTED  WITH ANY LOAN DOCUMENT SHALL BE BROUGHT ONLY IN A COURT IN NEW
YORK, NEW YORK.

     15.3 WAIVER OF JURY TRIAL. THE BORROWER,  THE AGENT,  EACH ISSUING BANK AND
EACH LENDER  HEREBY  WAIVE TRIAL BY JURY IN ANY JUDICIAL  PROCEEDING  INVOLVING,
DIRECTLY  OR  INDIRECTLY,  ANY MATTER  (WHETHER  SOUNDING  IN TORT,  CONTRACT OR
OTHERWISE)  IN ANY WAY ARISING OUT OF,  RELATED TO, OR  CONNECTED  WITH ANY LOAN
DOCUMENT OR THE RELATIONSHIP ESTABLISHED THEREUNDER.

                                   ARTICLE XVI

          TERMINATION OF EXISTING CREDIT AGREEMENTS; WAIVER OF CERTAIN
                 PROVISIONS UNDER THE EXISTING CREDIT AGREEMENTS

     The Borrower,  the Lenders,  Bank One, N.A., as administrative  agent under
the Existing Three-Year Credit Agreement,  and the Agent agree that upon (i) the
execution and delivery of this Agreement and the Three-Year  Credit Agreement by
each of the parties hereto and (ii) satisfaction (or waiver by the Agent and the
Lenders) of the conditions precedent set forth in Section 4.1, the "Commitments"
under and as defined in each of the Existing Credit  Agreements shall be reduced
to zero and terminated permanently as of the Closing Date. All facility fees and
related fees payable pursuant to the Existing Credit Agreements shall be due and
payable on the effective date of the termination of each such  agreement,  which
date  shall be the  Closing  Date,  and the  Existing  Credit  Agreements  shall
terminate as of the Closing Date (except for those  provisions  that survive the
termination  thereof). As of the Closing Date, the Agent and each of the Lenders
hereunder party to the Existing Credit Agreements,  upon the satisfaction of the
conditions  precedent  set forth in Section  4.1,  hereby  waive the  Borrower's
compliance with any notice requirements set forth in each of the Existing Credit
Agreements  with  respect  to (a)  the  prepayment  of all of the  "Obligations"
outstanding under (and as defined in) each of the Existing Credit Agreements and
(b) the termination of the  "Commitments"  under (and as defined in) each of the
Existing Credit Agreements.

                            [Signature Pages Follow]


                                       68
<PAGE>

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


                                  AMEREN CORPORATION,

                                   by
                                    /s/ Warner L. Baxter
                                    -----------------------------------------
                                    Name: Warner L. Baxter
                                    Title: Executive Vice President
                                           and Chief Financial Officer


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

                                   by
                                    /s/ Michael J. DeForge
                                    -----------------------------------------
                                    Name: Michael J. DeForge
                                    Title: Vice President


                                  BARCLAYS BANK PLC, as Syndication Agent
                                  and as a Lender,

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


                                  BANK OF AMERICA, N.A.,

                                   by
                                    /s/ Michelle A. Schoenfeld
                                    ----------------------------------------
                                    Name: Michelle A. Schoenfeld
                                    Title: Principal


                               SIGNATURE PAGE TO
            AMEREN CORPORATION FIVE-YEAR REVOLVING CREDIT AGREEMENT


<PAGE>

                                  BNP PARIBAS,

                                   by
                                    /s/ Timothy F. Vincent
                                    ----------------------------------------
                                    Name: Timothy F. Vincent
                                    Title: Director

                                   by
                                    /s/ Andrew S. Platt
                                    ----------------------------------------
                                    Name: Andrew S. Platt
                                    Title: Director


                                  CITIBANK, N.A.,

                                   by
                                    /s/ Dhaya Ranganathan
                                    ----------------------------------------
                                    Name: Dhaya Ranganathan
                                    Title: Director


                                  COMMERCE BANK NATIONAL ASSOCIATION,

                                   by
                                    /s/ Mary Ann Lemonds
                                    ----------------------------------------
                                    Name: Mary Ann Lemonds
                                    Title: Vice President


                                  FIFTH THIRD BANK (SOUTHERN INDIANA),

                                   by
                                    /s/ Robert M. Sander
                                    ----------------------------------------
                                    Name: Robert M. Sander
                                    Title: Vice President


                                  FIRST BANK,

                                   by
                                    /s/ Keith M. Schmelder
                                    ----------------------------------------
                                    Name: Keith M. Schmelder
                                    Title: Senior Vice President


                               SIGNATURE PAGE TO
            AMEREN CORPORATION FIVE-YEAR REVOLVING CREDIT AGREEMENT


<PAGE>

                                  MELLON BANK, N.A.,

                                   by
                                    /s/ Roger E. Howard
                                    ---------------------------------------
                                    Name: Roger E. Howard
                                    Title: Vice President


                                  NATIONAL CITY BANK OF THE MIDWEST,

                                   by
                                    /s/ Richard M. Sems
                                    ---------------------------------------
                                    Name: Richard M. Sems
                                    Title: Senior Vice President


                                  THE BANK OF NEW YORK,

                                   by
                                    /s/ Nathan S. Howard
                                    ---------------------------------------
                                    Name: Nathan S. Howard
                                    Title: Vice President


                                  THE BANK OF TOKYO-MITSUBISHI, LTD.,
                                  CHICAGO BRANCH,

                                   by
                                    /s/ Shinichiro Munechika
                                    --------------------------------------
                                    Name: Shinichiro Munechika
                                    Title: Deputy General Manager


                                  THE NORTHERN TRUST COMPANY,

                                   by
                                    /s/ Kathleen D. Schurr
                                    --------------------------------------
                                    Name: Kathleen D. Schurr
                                    Title: Vice President


                               SIGNATURE PAGE TO
            AMEREN CORPORATION FIVE-YEAR REVOLVING CREDIT AGREEMENT

<PAGE>


                                  U.S. BANK NATIONAL ASSOCIATION,

                                   by
                                    /s/ John Holland
                                    -------------------------------------
                                    Name: John Holland
                                    Title: Sr. Vice President


                                  UMB BANK, NATIONAL ASSOCIATION,

                                   by
                                    /s/ Cecil G. Wood
                                    -------------------------------------
                                    Name: Cecil G. Wood
                                    Title: Sr. Vice President


                                  WACHOVIA BANK, N.A.,

                                   by
                                    /s/ Yann Pirio
                                    ------------------------------------
                                    Name: Yann Pirio
                                    Title: Vice President


                                  WILLIAM STREET COMMITMENT CORP,

                                   by
                                    /s/ Jennifer M. Hill
                                    ------------------------------------
                                    Name: Jennifer M. Hill
                                    Title: Chief Financial Officer


                               SIGNATURE PAGE TO
            AMEREN CORPORATION FIVE-YEAR REVOLVING CREDIT AGREEMENT