Amended and Restated Five-Year Revolving Credit Agreement, dated July 14, 2006


    Exhibit
      10.1


    
      

    

    


     

    AMENDED
      AND RESTATED

    FIVE-YEAR
      REVOLVING CREDIT AGREEMENT

     

    DATED
      AS OF JULY 14, 2006

    
 

    among

    
 

    AMEREN
      CORPORATION

    UNION
      ELECTRIC COMPANY

    CENTRAL
      ILLINOIS PUBLIC SERVICE COMPANY

    CENTRAL
      ILLINOIS LIGHT COMPANY

    AMEREN
      ENERGY GENERATING COMPANY

    ILLINOIS
      POWER COMPANY,

    as
      Borrowers


     

    THE
      LENDERS FROM TIME TO TIME PARTIES HERETO

     

    and

     

    JPMORGAN
      CHASE BANK, N.A.,

    as
      Administrative Agent

     

    BARCLAYS
      BANK PLC,

    as
      Syndication Agent

     

    CITIBANK,
      N.A.,

    THE
      BANK OF NEW YORK and

    BNP
      PARIBAS,

    as
      Co-Documentation Agents

    


     

    _____________________________________________________

    J.
      P. MORGAN SECURITIES INC.

     

    and

    


    BARCLAYS
      CAPITAL,

    AS
      JOINT ARRANGERS AND BOOKRUNNERS

    
      
        

      

    

    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    
      	
              ARTICLE
                I

            	
              DEFINITIONS...........................................................................................................................................................................................................................................

            	
               
                1

            
	 	 	 
	
              1.1.

            	
              Certain
                Defined
                Terms.................................................................................................................................................................................................................................
                

            	
               
                1 

            
	
              1.2.

            	
              Plural
                Forms...................................................................................................................................................................................................................................................

            	
              20

            
	 	 	 
	
              ARTICLE
                II

            	
              THE
                CREDITS...........................................................................................................................................................................................................................................

            	
              20

            
	 	 	
               

            
	
              2.1.

            	
              Commitment...................................................................................................................................................................................................................................................

            	
              20

            
	
              2.2.

            	
              Required
                Payments;
                Termination...............................................................................................................................................................................................................

            	
              20

            
	
              2.3.

            	
              Loans..............................................................................................................................................................................................................................................................

            	
              21

            
	
              2.4.

            	
              Competitive
                Bid
                Procedure..........................................................................................................................................................................................................................

            	
              21

            
	
              2.5.

            	
              Swingline
                Loans............................................................................................................................................................................................................................................

            	
              23

            
	
              2.6.

            	
              Letters
                of
                Credit............................................................................................................................................................................................................................................

            	
              24

            
	
              2.7.

            	
              Types
                of
                Advances......................................................................................................................................................................................................................................

            	
              29

            
	
              2.8.

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

            	
              30

            
	
              2.9.

            	
              Minimum
                Amount of Each
                Advance.........................................................................................................................................................................................................

            	
              30

            
	
              2.10.

            	
              Optional
                Principal
                Payments.......................................................................................................................................................................................................................

            	
              31

            
	
              2.11.

            	
              Method
                of Selecting Types and Interest Periods for New Revolving
                Advances..............................................................................................................................

            	
              31

            
	
              2.12.

            	
              Conversion
                and Continuation of Outstanding Revolving Advances;

              No
                Conversion or Continuation of Revolving Eurodollar Advances
                After

              Default............................................................................................................................................................................................................................................................

            	
               

              31

            
	
              2.13.

            	
              Interest
                Rates,
                etc.........................................................................................................................................................................................................................................

            	
              32

            
	
              2.14.

            	
              Rates
                Applicable After
                Default..................................................................................................................................................................................................................

            	
              32

            
	
              2.15.

            	
              Funding
                of Loans; Method of
                Payment...................................................................................................................................................................................................

            	
              33

            
	
              2.16.

            	
              Noteless
                Agreement; Evidence of
                Indebtedness....................................................................................................................................................................................

            	
              33

            
	
              2.17.

            	
              Telephonic
                Notices......................................................................................................................................................................................................................................

            	
              34

            
	
              2.18.

            	
              Interest
                Payment Dates; Interest and Fee
                Basis......................................................................................................................................................................................

            	
              34

            
	
              2.19.

            	
              Notification
                of Advances, Interest Rates, Prepayments and Commitment Reductions;
                Availability of 
                Loans............................................................................

            	
              35

            
	
              2.20.

            	
              Lending
                Installations...................................................................................................................................................................................................................................

            	
              35

            
	
              2.21.

            	
              Non
                Receipt of Funds by the
                Agent.........................................................................................................................................................................................................

            	
              35

            
	
              2.22.

            	
              Replacement
                of
                Lender........................................................................................................................................................................

            	
              35

            
	
              2.23.

            	
              Extension
                of Commitment Termination Date and Borrowing Subsidiary Maturity
                Dates.................................................................................................................

            	
              36

            
	 	 	 
	
              ARTICLE
                III

            	
              YIELD
                PROTECTION;
                TAXES...............................................................................................................................................................................................................

            	
              38

            
	 	 	 
	
              3.1.

            	
              Yield
                Protection.............................................................................................................................................................................................................................................

            	
              38

            
	
              3.2.

            	
              Changes
                in Capital Adequacy
                Regulations..............................................................................................................................................................................................

            	
              39

            
	
              3.3.

            	
              Availability
                of Types of
                Advances...........................................................................................................................................................................................................

            	
              40

            
	
              3.4.

            	
              Funding
                Indemnification.............................................................................................................................................................................................................................

            	
              40

            
	
              3.5.

            	
              Taxes...............................................................................................................................................................................................................................................................

            	
              40

            
	
              3.6.

            	
              Lender
                Statements; Survival of
                Indemnity...............................................................................................................................................................................................

            	
              42

            
	
              3.7.

            	
              Alternative
                Lending
                Installation................................................................................................................................................................................................................

            	
              42

            
	
              3.8.

            	
              Allocation
                of Amounts Payable Among
                Borrowers...............................................................................................................................................................................

            	
              43

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	 	 
	
              ARTICLE
                IV

            	
              CONDITIONS
                PRECEDENT.......................................................................................................................................................................................................................

            	
              43

            
	 	 	 
	
              4.1.

            	
              Amendment
                Effective
                Date.............................................................................................................................................................................................................................

            	
              43

            
	
              4.2.

            	
              Each
                Credit
                Extension......................................................................................................................................................................................................................................

            	
              44

            
	 	 	 
	
              ARTICLE
                V

            	
              REPRESENTATIONS
                AND
                WARRANTIES...........................................................................................................................................................................................

            	
              46

            
	 	 	 
	
              5.1.

            	
              Existence
                and
                Standing...................................................................................................................................................................................................................................

            	
              46

            
	
              5.2.

            	
              Authorization
                and
                Validity.............................................................................................................................................................................................................................

            	
              46

            
	
              5.3.

            	
              No
                Conflict; Government
                Consent................................................................................................................................................................................................................

            	
              46

            
	
              5.4.

            	
              Financial
                Statements........................................................................................................................................................................................................................................

            	
              47

            
	
              5.5.

            	
              Material
                Adverse
                Change...............................................................................................................................................................................................................................

            	
              46

            
	
              5.6.

            	
              Taxes..................................................................................................................................................................................................

            	
              47

            
	
              5.7.

            	
              Litigation
                and Contingent
                Obligations.........................................................................................................................................................................................................

            	
              47

            
	
              5.8.

            	
              Subsidiaries.......................................................................................................................................................................................................................................................

            	
              48

            
	
              5.9.

            	
              ERISA.................................................................................................................................................................................................................................................................

            	
              48

            
	
              5.10.

            	
              Accuracy
                of
                Information.................................................................................................................................................................................................................................

            	
              48

            
	
              5.11.

            	
              Regulation
                U.....................................................................................................................................................................................................................................................

            	
              48

            
	
              5.12.

            	
              Material
                Agreements.......................................................................................................................................................................................................................................

            	
              48

            
	
              5.13.

            	
              Compliance
                With
                Laws....................................................................................................................................................................................................................................

            	
              49

            
	
              5.14.

            	
              Ownership
                of
                Properties..................................................................................................................................................................................................................................

            	
              49

            
	
              5.15.

            	
              Plan
                Assets; Prohibited
                Transactions..........................................................................................................................................................................................................

            	
              49

            
	
              5.16.

            	
              Environmental
                Matters....................................................................................................................................................................................................................................

            	
              49

            
	
              5.17.

            	
              Investment
                Company
                Act...............................................................................................................................................................................................................................

            	
              49

            
	
              5.18.

            	
              Federal
                Energy Regulatory
                Commission......................................................................................................................................................................................................

            	
              49

            
	
              5.19.

            	
              Insurance...........................................................................................................................................................................................................................................................

            	
              50

            
	
              5.20.

            	
              No
                Default or Unmatured
                Default..................................................................................................................................................................................................................

            	
              50

            
	 	 	 
	
              ARTICLE
                VI

            	
              COVENANTS................................................................................................................................................................................................................................................

            	
              50

            
	 	 	 
	
              6.1.

            	
              Financial
                Reporting..........................................................................................................................................................................................................................................

            	
              50

            
	
              6.2.

            	
              Use
                of Proceeds and Letters of
                Credit..........................................................................................................................................................................................................

            	
              52

            
	
              6.3.

            	
              Notice
                of
                Default..............................................................................................................................................................................................................................................

            	
              52

            
	
              6.4.

            	
              Conduct
                of
                Business.......................................................................................................................................................................................................................................

            	
              52

            
	
              6.5.

            	
              Taxes..................................................................................................................................................................................................................................................................

            	
              52

            
	
              6.6.

            	
              Insurance...........................................................................................................................................................................................................................................................

            	
              52

            
	
              6.7.

            	
              Compliance
                with Laws; Federal Energy Regulatory Commission
                Authorization...................................................................................................................................

            	
              53

            
	
              6.8.

            	
              Maintenance
                of
                Properties..............................................................................................................................................................................................................................

            	
              53

            
	
              6.9.

            	
              Inspection;
                Keeping of Books and
                Records................................................................................................................................................................................................

            	
              53

            
	
              6.10.

            	
              Merger................................................................................................................................................................................................

            	
              53

            
	
              6.11.

            	
              Dispositions
                of
                Assets....................................................................................................................................................................................................................................

            	
              54

            
	
              6.12.

            	
              Indebtedness
                of Project Finance Subsidiaries, Investments in Project Finance
                Subsidiaries;
                Acquisitions....................................................................................

            	
              55

            
	
              6.13.

            	
              Liens...................................................................................................................................................................................................................................................................

            	
              57

            
	
              6.14.

            	
              Affiliates............................................................................................................................................................................................................................................................

            	
              60

            
	
              6.15.

            	
              Financial
                Contracts..........................................................................................................................................................................................................................................

            	
              61

            
	
              6.16.

            	
              Subsidiary
                Covenants.....................................................................................................................................................................................................................................

            	
              61

            


    

     

     

    
      
        ii

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              6.17.

            	
              Leverage
                Ratio................................................................................................................................................................................................................................................

            	
              61

            
	 	 	 
	
              ARTICLE
                VII

            	
              DEFAULTS.................................................................................................................................................................................................................................................

            	
              61

            
	 	 	 
	
              ARTICLE
                VIII

            	
              ACCELERATION,
                WAIVERS, AMENDMENTS AND
                REMEDIES..................................................................................................................................................

            	
              64

            
	 	 	 
	
              8.1.

            	
              Acceleration....................................................................................................................................................................................................................................................

            	
              64

            
	
              8.2.

            	
              Amendments...................................................................................................................................................................................................................................................

            	
              65

            
	
              8.3.

            	
              Preservation
                of
                Rights...................................................................................................................................................................................................................................

            	
              66

            
	 	 	 
	
              ARTICLE
                IX

            	
              GENERAL
                PROVISIONS...........................................................................................................................................................................................................................

            	
              66

            
	 	 	 
	
              9.1.

            	
              Survival
                of
                Representations.........................................................................................................................................................................................................................

            	
              66

            
	
              9.2.

            	
              Governmental
                Regulation.............................................................................................................................................................................................................................

            	
              66

            
	
              9.3.

            	
              Headings.........................................................................................................................................................................................................................................................

            	
              66

            
	
              9.4.

            	
              Entire
                Agreement...........................................................................................................................................................................................................................................

            	
              66

            
	
              9.5.

            	
              Several
                Obligations; Benefits of this
                Agreement......................................................................................................................................................................................

            	
              66

            
	
              9.6.

            	
              Expenses;
                Indemnification............................................................................................................................................................................................................................

            	
              67

            
	
              9.7.

            	
              Numbers
                of
                Documents.................................................................................................................................................................................................................................

            	
              68

            
	
              9.8.

            	
              Accounting.....................................................................................................................................................................................................................................................

            	
              68

            
	
              9.9.

            	
              Severability
                of
                Provisions.............................................................................................................................................................................................................................

            	
              69

            
	
              9.10.

            	
              Nonliability......................................................................................................................................................................................................................................................

            	
              69

            
	
              9.11.

            	
              Confidentiality.................................................................................................................................................................................................................................................

            	
              69

            
	
              9.12.

            	
              Lenders
                Not Utilizing Plan
                Assets...............................................................................................................................................................................................................

            	
              70

            
	
              9.13.

            	
              Nonreliance......................................................................................................................................................................................................................................................

            	
              70

            
	
              9.14.

            	
              Disclosure........................................................................................................................................................................................................................................................

            	
              70

            
	
              9.15.

            	
              USA
                Patriot
                Act..............................................................................................................................................................................................................................................

            	
              70

            
	 	 	 
	
              ARTICLE
                X

            	
              THE
                AGENT................................................................................................................................................................................................................................................

            	
              70

            
	 	 	 
	
              10.1.

            	
              Appointment;
                Nature of
                Relationship.........................................................................................................................................................................................................

            	
              70

            
	
              10.2.

            	
              Powers..............................................................................................................................................................................................................................................................

            	
              71

            
	
              10.3.

            	
              General
                Immunity............................................................................................................................................................................................................................................

            	
              71

            
	
              10.4.

            	
              No
                Responsibility for Loans, Recitals,
                etc..................................................................................................................................................................................................

            	
              71

            
	
              10.5.

            	
              Action
                on Instructions of
                Lenders..............................................................................................................................................................................................................

            	
              71

            
	
              10.6.

            	
              Employment
                of Agents and
                Counsel...........................................................................................................................................................................................................

            	
              72

            
	
              10.7.

            	
              Reliance
                on Documents;
                Counsel................................................................................................................................................................................................................

            	
              72

            
	
              10.8.

            	
              Agent’s
                Reimbursement and
                Indemnification............................................................................................................................................................................................

            	
              72

            
	
              10.9.

            	
              Notice
                of
                Default.............................................................................................................................................................................................................................................

            	
              73

            
	
              10.10.

            	
              Rights
                as a
                Lender..........................................................................................................................................................................................................................................

            	
              73

            
	
              10.11.

            	
              Independent
                Credit
                Decision.......................................................................................................................................................................................................................

            	
              73

            
	
              10.12.

            	
              Successor
                Agent...........................................................................................................................................................................................................................................

            	
              73

            
	
              10.13.

            	
              Agent
                and Arranger
                Fees.............................................................................................................................................................................................................................

            	
              74

            
	
              10.14.

            	
              Delegation
                to
                Affiliates.................................................................................................................................................................................................................................

            	
              74

            
	
              10.15.

            	
              Syndication
                Agent and Documentation
                Agents.......................................................................................................................................................................................

            	
              74

            
	 	 	 
	
              ARTICLE
                XI

            	
              SETOFF;
                RATABLE
                PAYMENTS...........................................................................................................................................................................................................

            	
              74

            
	 	 	 
	
              11.1.

            	
              Setoff................................................................................................................................................................................................................................................................

            	
              74

            
	
              11.2.

            	
              Ratable
                Payments...........................................................................................................................................................................................................................................

            	
              75

            


    

     

     

    
      
        iii

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	 	 
	
              ARTICLE
                XII

            	
              BENEFIT
                OF AGREEMENT; ASSIGNMENTS;
                PARTICIPATIONS.................................................................................................................................................

            	
              75

            
	 	 	 
	
              12.1.

            	
              Successors
                and Assigns; Designated
                Lenders........................................................................................................................................................................................

            	
              75

            
	
              12.2.

            	
              Participations..................................................................................................................................................................................................................................................

            	
              77

            
	
              12.3.

            	
              Assignments...................................................................................................................................................................................................................................................

            	
              78

            
	
              12.4.

            	
              Dissemination
                of
                Information.......................................................................................................................................................................................................................

            	
              80

            
	
              12.5.

            	
              Tax
                Certifications...........................................................................................................................................................................................................................................

            	
              80

            
	 	 	
               

            
	
              ARTICLE
                XIII

            	
              NOTICES.....................................................................................................................................................................................................................................................

            	
              80

            
	 	 	 
	
              13.1.

            	
              Notices.............................................................................................................................................................................................................................................................

            	
              80

            
	
              13.2.

            	
              Change
                of
                Address........................................................................................................................................................................................................................................

            	
              81

            
	 	 	 
	
              ARTICLE
                XIV

            	
              COUNTERPARTS......................................................................................................................................................................................................................................

            	
              81

            
	 	 	 
	
              ARTICLE
                XV

            	
              CHOICE
                OF LAW; CONSENT TO JURISDICTION; WAIVER OF

              JURY
                TRIAL...............................................................................................................................................................................................................................................

            	
              81

            


    

    


     

    


    
      
        iv

      

      
        
        

        
          

        

      

      
        
        

      

    




    SCHEDULES

     

    Commitment
      Schedule

     

    LC
      Commitment Schedule

     

    Pricing
      Schedule

     

    Schedule
      1   -   Subsidiaries

     

    Schedule
      2   -   Liens

     

    Schedule
      3   -   Restrictive
      Agreements

     

    Schedule
      4   -   Regulatory
      Authorizations

     

    EXHIBITS

     

    Exhibit
      A.1   -   Form
      of
      Borrowers’ Counsel’s Opinion

    


    Exhibit
      A.2   -   Form
      of
      Borrowers’ Counsel’s Opinion for Illinois Corporations

    


    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

    


    Exhibit
      G        -   Subordination
      Terms

    


    Exhibit
      H            Form
      of
      Borrowing Subsidiary Termination

    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     


    AMENDED
      AND RESTATED FIVE-YEAR REVOLVING CREDIT AGREEMENT

     

    This
      Amended and Restated Five-Year Revolving Credit Agreement, dated as of July
      14,
      2006, is entered into by and among Ameren Corporation, a Missouri corporation,
      and its subsidiaries Union Electric Company d/b/a AmerenUE, a Missouri
      corporation, Central Illinois Public Service Company d/b/a AmerenCIPS, an
      Illinois corporation, Central Illinois Light Company d/b/a AmerenCILCO, an
      Illinois corporation, Ameren Energy Generating Company, an Illinois corporation
      and Illinois Power Company d/b/a AmerenIP, an Illinois corporation, the Lenders
      and JPMorgan Chase Bank, N.A., as Agent, and amends and restates the Five-Year
      Revolving Credit Agreement dated as of July 14, 2005 (the “Original
      Credit Agreement”).
      The
      obligations of the Borrowers under this Agreement will be several and not joint,
      and, except as otherwise set forth in this Agreement, the obligations of a
      Borrowing Subsidiary will not be guaranteed by the Company or any other
      subsidiary of the Company (including, without limitation, any other Borrowing
      Subsidiary). The parties hereto agree as follows:

     

           ARTICLE
      I  

     

    DEFINITIONS

     

    1.1.  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 a 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

     

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    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.

     

    “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 One Billion One Hundred Fifty Million Dollars
      ($1,150,000,000.00).

     

    “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 Amended and Restated 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 referred to in Section
      5.4;
provided,
      however,
      that
      except as provided in Section 9.8, with respect to the calculation of the
      financial ratio set forth in Section 6.17 (and the defined terms used in such
      Section), “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
      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.

     

    “Amendment
      Effective Date” means the date that the amendment and restatement of the
      Original Credit Agreement by this Agreement becomes effective pursuant to
      Section 4.1.

     

    “Applicable
      Fee Rate” means (a) with respect to the Facility Fee at any time, the percentage
      rate per annum which is applicable to such fee at such time with respect to
      the
      Company as set forth in the Pricing Schedule and (b) with respect to the LC
      Participation Fee applicable to any Borrower at any time, the percentage rate
      per annum which is applicable to such fee at such time with respect to such
      Borrower as set forth in the Pricing Schedule.

     

    “Applicable
      Margin” means, with respect to any Borrower, 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 to such Borrower, as set forth in the
      Pricing Schedule.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    “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.

     

    “Audrain
      Project” means the Chapter 100 financing transaction and agreements related
      thereto assigned by affiliates of NRG Energy, Inc. (“NRG”) to and assumed by
      Union Electric as a part of Union Electric’s purchase of a combustion turbine
      generating facility located in Audrain County, Missouri (the “County”) pursuant
      to which (i) Union Electric assumed a lease from the County of certain land
      and
      improvements, including the combustion turbine generating facility, and (ii)
      Union Electric acquired NRG’s ownership of indebtedness issued by the County to
      finance the acquisition of such property.

     

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

     

    “Availability
      Termination Date” means, as to any Borrower, the earlier of (a) the
      Maturity Date for such Borrower and (b) the date of termination in whole of
      the Aggregate Commitment and the Commitments pursuant to Section 2.8 or
      Section 8.1 hereof.

     

    “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.

     

    “Borrowers”
      means the Company and the Borrowing Subsidiaries.

     

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

     

    “Borrowing
      Notice” is defined in Section 2.11.

     

    “Borrowing
      Subsidiaries” means Union Electric, CIPS, CILCO, Genco and IP; provided that for
      all purposes of this Agreement any such company shall no longer be a “Borrowing
      Subsidiary” or a “Borrower” under this Agreement from and after such time as
      such Borrowing Subsidiary ceases to be a “Borrower”, a “Borrowing Subsidiary”
and a “Subsidiary” in accordance with Section 2.24.

     

    “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

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

     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, in respect of any Borrower, (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 Company; (ii) the Company 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 (A) in the case of the Company, any of the Borrowing
      Subsidiaries, and (B) in the case of any other Borrower, such Borrower, 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 Company by
      Persons who were neither (i) nominated by the board of directors of the
      Company 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 Company’s board of directors prior
      thereto.

     

    “CILCO”
      means Central Illinois Light Company d/b/a AmerenCILCO, an Illinois corporation
      and, as of the Amendment Effective Date, a Subsidiary of the Company.


     

    “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 and, as of the Amendment Effective Date, a Subsidiary of the
      Company.

     

    “Closing
      Date” means July 14, 2005.

     

    “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.

     

    “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 

     

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    pursuant
      to Section 12.3.2 or as otherwise modified from time to time pursuant to the
      terms hereof. 

     

    “Commitment
      Extension Request” is defined in Section 2.23.

     

    “Commitment
      Schedule” means the Schedule identifying each Lender’s Commitment as of the
      Closing Date attached hereto and identified as such.

     

    “Commitment
      Termination Date” means July 14, 2010, as such date may be extended pursuant to
      Section 2.23. 

     

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

     

    “Commonly
      Controlled Entity” means any trade or business, whether or not incorporated,
      which is under common control with a Borrower or any Subsidiary within the
      meaning of Section 4001 of ERISA or that, together with such 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.

     

    “Company”
      means Ameren Corporation, a Missouri corporation.

     

    “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 a 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 which would be consolidated in the consolidated financial
      statements of such Person under Agreement Accounting Principles calculated
      on a
      consolidated basis as of such time; provided, however, that Consolidated
      Indebtedness shall exclude any Indebtedness incurred as part of any Permitted
      Securitization.

     

    “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, as
      adjusted to remove any consolidated subsidiaries which are not Subsidiaries
      of
      such Person.

     

    “Consolidated
      Tangible Assets” means, as to any Borrower, the total amount of all assets of
      such Borrower and its consolidated Subsidiaries determined in accordance with
      Agreement

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    Accounting
      Principles, minus,
      to the
      extent included in the total amount of such 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, as to any Borrower at any time, the sum of
      Consolidated Indebtedness of such Borrower and Consolidated Net Worth of such
      Borrower, 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.

     

    “Contribution
      Percentage” means, from time to time with respect to each Borrower, (a) if the
      sum of all Subsidiary Sublimits is less than or equal to the Aggregate
      Commitment (i) in the case of the Company, the sum of (x) 50.0% and (y) the
      product, expressed to one decimal place, of (1) 50% and (2) a portion equal
      to a
      fraction, expressed to one decimal place, the numerator of which is the
      Aggregate Commitment less the sum of all Subsidiary Sublimits, in each case
      at
      such time, and the denominator of which is the Aggregate Commitment at such
      time, and (ii) in the case of a Borrowing Subsidiary, the product, expressed
      to
      one decimal place, of (x) 50.0% and (y) a portion equal to a fraction, expressed
      to one decimal place, the numerator of which is such Borrowing Subsidiary’s
      Subsidiary Sublimit at such time, and the denominator of which is the Aggregate
      Commitment at such time, or (b) if the sum of all Subsidiary Sublimits is
      greater than the Aggregate Commitment (i) in the case of the Company, 50.0%,
      and
      (ii) in the case of a Borrowing Subsidiary, the product, expressed to one
      decimal place of (x) 50.0% and (y) a portion equal to a fraction, expressed
      to
      one decimal place, the numerator of which is such Borrowing Subsidiary’s
      Subsidiary Sublimit at such time, and the denominator of which is the sum of
      all
      Subsidiary Sublimits at such time; provided that, in the case of each of (a)
      and
      (b) if the Aggregate Commitment has been terminated as of the date of such
      determination, the Contribution Percentage shall be determined as of the date
      immediately preceding the termination of the Aggregate Commitment.

     

    “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.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    “Default”
      means an event described in Article VII.

     

    “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 Citibank, N.A., The Bank of New York and BNP Paribas.

     

    “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 with respect to the Company and its
      subsidiaries; (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
      such 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
      such 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 such
      Borrower or any Commonly Controlled Entity of any liability with respect to
      the
      withdrawal or

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    partial
      withdrawal from any Plan or Multiemployer Plan; or (g) the receipt by such
      Borrower or any Commonly Controlled Entity of any notice, or the receipt by
      any
      Multiemployer Plan from such Borrower or any Commonly 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 Company and the
      Borrowing Subsidiaries to the Securities and Exchange Commission on Form 10-K
      for the fiscal year ended December 31, 2005, (b) the Quarterly Reports of each
      of the Company and the Borrowing Subsidiaries to the Securities and Exchange
      Commission on Form 10-Q for the fiscal quarter ended March 31, 2006,
      and (c) all Current Reports of each of the Company and the Borrowing
      Subsidiaries to the Securities and Exchange Commission on Form 8-K from January
      1, 2006, to July 13, 2006.

     

    “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

     

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

    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
      Amended Five-Year Credit Agreement” means the Amended and Restated Five-Year
      Revolving Credit Agreement dated as of July 14, 2005, among the Company, 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
      CIPS Indenture” means the Indenture dated 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
      Intercompany Note” means the Amended and Restated Promissory Note, dated May 1,
      2000 and as amended and restated on May 1, 2005, between Genco, as maker and
      CIPS, as payee.

     

    “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
      UE Indenture” means 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.

     

    “Facility
      Fee” is defined in Section 2.8.1. 

     

    “Facility
      Termination Date” means the first date on which the Availability Termination
      Date shall have occurred as to each Borrower.

     

    “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.

     

    “FERC”
      means the Federal Energy Regulatory Commission.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

    “FERC
      Limit” means, as to each Borrowing Subsidiary, the amount set forth below
      opposite the name of such Borrowing Subsidiary:

     

    
      	
              Borrowing
                Subsidiary

            	
              FERC
                Limit

            
	
              Union
                Electric

            	
              $1,000,000,000

            
	
              Genco

            	
              $
                300,000,000

            
	
              CIPS

            	
              $
                250,000,000

            
	
              CILCO

            	
              $
                250,000,000

            


    

    


    “First
      Mortgage Bonds” means bonds or other indebtedness issued by Union Electric,
      CIPS, CILCO or IP, as applicable, pursuant to the Existing UE Indenture, the
      Existing CIPS Indenture, the Existing CILCO Indenture or 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.

     

    “Genco”
      means Ameren Energy Generating Company, an Illinois corporation and a Subsidiary
      of the Company.

     

    “Illinois
      Agreement” means the Credit Agreement, dated as of the date hereof among CIPS,
      CILCO, IP, AmerenEnergy Resources Generating Company, CILCORP, the lenders
      party
      thereto and JPMorgan Chase Bank, N.A., as agent thereunder.

     

    “Illinois
      Borrower” means each of IP, CIPS and CILCO, so long as such entity is a Borrower
      under this Agreement. 

     

    “Inactive
      Subsidiary” means any Subsidiary of a 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.


    -

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

    “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 or the Audrain 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.

     

    “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, (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 and (iii) no Interest
      Period in respect of an Advance to any Borrower may end after the Availability
      Termination Date for such Borrower. 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
      certificates 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 d/b/a AmerenIP, an Illinois corporation and, as
      of
      the Amendment Effective Date, a Subsidiary of the Company.

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

    “Issuing
      Bank” means, at any time, JPMCB, Barclays 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, N.A. 

     

    “LC
      Commitment” means, 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 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
      Commitment Schedule” means the Schedule identifying each Issuing Bank’s LC
      Commitment as of the Closing Date attached hereto and identified as
      such.

     

    “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 applicable Borrowers 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.

     

    “Leveraged
      Lease Sales” means sales by the Company or any Subsidiary of investments, in
      existence on the date hereof, in assets leased to an unaffiliated lessee under
      leveraged lease arrangements in existence on the date hereof, including any
      transactions between and among the Company and/or subsidiaries that are
      necessary to effect the sale of such investments to a Person other than the
      Company or any of its Subsidiaries.

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

    “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 Borrowers 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, with respect to any Borrower, a material adverse effect
      on (i) the business, Property, condition (financial or otherwise),
      operations or results of operations or prospects of such Borrower, or such
      Borrower and its Subsidiaries taken as a whole, (ii) the ability of such
      Borrower to perform its obligations under the Loan Documents, or (iii) the
      validity or enforceability of any of the Loan Documents against such Borrower
      or
      the rights or remedies of the Agent or the Lenders thereunder; provided
      that any
      such adverse effect resulting solely from the diminution in the value of any
      investment by any Person in, or any reduction in dividends, distributions or
      other payments received by any Person from, any subsidiary that is not a
      Subsidiary of such Person shall not in and of itself constitute a Material
      Adverse Effect with respect to such Person.

     

    “Material
      Indebtedness” means any Indebtedness (other than any Indebtedness incurred as
      part of any Permitted Securitization) 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). 

     

    “Maturity
      Date” means (a) in the case of the Company, the Commitment Termination Date, and
      (b) in the case of any Borrowing Subsidiary, July 13, 2006, or, in the case
      of
      any Borrower, any date to which such Borrower’s Maturity Date shall have been
      extended as provided in Section 2.23.

     

    “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 Company, Ameren Services Company, Union Electric, CIPS, CILCO, IP and
      AmerenEnergy

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    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 Company, Ameren Services
      Company, Genco and certain Subsidiaries of the Company excluding Union Electric,
      CIPS, CILCO and IP, as amended from time to time (including, without limitation,
      the addition of any of their Affiliates, other than Union Electric, CIPS, CILCO
      and 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).

     

    “1935
      Act” means the Public Utility Holding Company Act of 1935, as amended (together
      with all rules, regulations and orders promulgated or otherwise issued in
      connection therewith).

     

    “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 a
      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
      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 such 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

     

    
      
        
        

      

      
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    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. 

     

    “Original
      Credit Agreement” has the meaning assigned to such term in the preamble
      hereto.

     

    “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 conveyed to and leased from the City
      certain land and improvements including four combustion turbine generating
      units, and (ii) the City issued indebtedness (which was purchased by Union
      Electric) to finance the acquisition of such Property.

     

    “Permitted
      Securitization” means any sale, grant and/or contribution, or series of related
      sales, grants and/or contributions, by an Illinois Borrower or any subsidiary
      of
      such Illinois Borrower of Receivables to a trust, corporation or other entity,
      where the purchase of such Receivables is funded or exchanged in whole or in
      part by the incurrence or issuance by the purchaser, grantee or any successor
      entity of Indebtedness or securities that are to receive payments from, or
      that
      represent interests in, the cash flow derived primarily from such Receivables
      (provided, however, that “Indebtedness” as used in this definition shall not
      include Indebtedness incurred by an SPC owed to the Illinois Borrower or to
      a
      subsidiary of such Illinois Borrower which Indebtedness represents all or a
      portion of the purchase price or other consideration paid by the SPC for such
      receivables or interest therein), where (a) any recourse, repurchase, hold
      harmless, indemnity or similar obligations of such Illinois Borrower or any
      subsidiary (other than any SPC that is a party to such transaction) of such
      Illinois Borrower in respect of Receivables sold, granted or contributed, or
      payments made in respect thereof, are customary for transactions of this type,
      and do not prevent the characterization of the transaction

     

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

    as
      a true
      sale under applicable laws (including debtor relief laws), (b) any recourse,
      repurchase, hold harmless, indemnity or similar obligations of any SPC in
      respect of Receivables sold, granted or contributed or payments made in respect
      thereof, are customary for transactions of this type and (c) such securitization
      transaction is authorized by an order of the Illinois Commerce Commission
      pursuant to state legislation specifically authorizing such
      securitizations.

     

    “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.

     

    “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 a 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.

     

    “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 (and if there
      shall be no Outstanding Credit Exposures at such time, the Lenders’ Pro Rata
      Shares shall be determined on the basis of the Outstanding Credit Exposures
      then
      most recently in effect).

     

    “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; provided
      that in
      no event shall any Borrowing Subsidiary be designated or deemed a Project
      Finance Subsidiary.

     

    “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.

     

    “Purchasers”
      is defined in Section 12.3.1.

     

    “Rate
      Management Transaction” means any transaction linked to one or more interest
      rates, foreign currencies, or equity prices (including an agreement with respect
      thereto) now existing or hereafter entered by a Borrower or a Subsidiary (other
      than a Project Finance

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

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

     

    "Receivables"
      shall mean any accounts receivable, payment intangibles, notes receivable,
      right
      to receive future payments and related rights of an Illinois Borrower or any
      subsidiary of such Illinois Borrower in respect of the recovery of deferred
      power supply costs and/or other costs through charges applied and invoiced
      to
      customers of such Illinois Borrower or such subsidiary, as authorized by an
      order of a public utilities commission pursuant to state legislation
      specifically authorizing the securitization thereof, or any interests
      therein.

     

    “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.
§ 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” means an Advance comprised of Revolving Loans.

     

    
      
        
        

      

      
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    “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).

     

    “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.

     

    “SEC”
      means the Securities and Exchange Commission.

     

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

     

    “SPC”
      means a special purpose, bankruptcy-remote Person formed for the sole and
      exclusive purpose of engaging in activities in connection with the purchase,
      sale and financing of Receivables
      in
      connection with and pursuant to a Permitted Securitization.

     

    “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;
      provided,
      however,
      that
      (i) neither AmerenEnergy Resources Generating Company nor CILCORP shall
      constitute a “Subsidiary” for any purpose of this Agreement, (ii) from and after
      such time as any Borrowing Subsidiary ceases to be a “Borrower”, a “Borrowing
      Subsidiary” and a “Subsidiary” in accordance with Section 2.24, neither such
      Borrowing Subsidiary nor any of its subsidiaries shall constitute a “Subsidiary”
for any purpose of this Agreement and (iii) from and after such time as CILCO
      ceases to be a “Borrower”, a “Borrowing Subsidiary” and a “Subsidiary” in
      accordance with Section 2.24, none of the other subsidiaries of CILCORP shall
      constitute a “Subsidiary” for any purpose of this Agreement. Unless otherwise
      expressly provided, all references herein to a “Subsidiary” shall mean a
      Subsidiary of the Company.

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

    “Subsidiary
      Credit Exposure” means, with respect to any Borrowing Subsidiary at any time,
      the aggregate amount of (i) all Revolving Loans made to such Borrowing
      Subsidiary and outstanding at such time, (ii) all Competitive Loans made to
      such Borrowing Subsidiary and outstanding at such time, (iii) that portion
      of the LC Exposure at such time attributable to Letters of Credit issued for
      the
      account of such Borrowing Subsidiary and (iv) that portion of the Swingline
      Exposure at such time attributable to Swingline Loans made to such Borrowing
      Subsidiary. 

     

    “Subsidiary
      Maturity Date Extension Request” is defined in Section 2.23.

     

    “Subsidiary
      Sublimit” means (a) as to each Borrowing Subsidiary other than Union Electric
      $150,000,000 and (b) as to Union Electric, $500,000,000 or, in the case of
      any
      Borrowing Subsidiary, any lesser amount to which the Subsidiary Sublimit of
      such
      Borrowing Subsidiary shall have been reduced pursuant to Section
      2.8.

     

    “Substantial
      Portion” means, with respect to the Property of a Borrower and its Subsidiaries,
      Property which represents more than 10% of the consolidated assets of such
      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 such Borrower
      and its Subsidiaries, in each case, as would be shown in the consolidated
      financial statements of such 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, N.A., 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.

     

    “Transferee”
      is defined in Section 12.4.

     

    “2005
      Act” means the Public Utility Holding Company Act of 2005, as it may be amended
      (together with all rules, regulations and orders promulgated or otherwise issued
      in connection therewith).

     

    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

    “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
      and a Subsidiary of the Company.

     

    “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.
      Subject
      to the satisfaction of the conditions precedent set forth in Section 4.1 and
      4.2, as applicable, each Lender severally and not jointly agrees, on the terms
      and conditions set forth in this Agreement, to make Revolving Loans to each
      Borrower from time to time from and including the Closing Date and prior to
      the
      Availability Termination Date for such Borrower in an amount not to exceed
      its
      Pro Rata Share of the Available Aggregate Commitment; provided
      that
      (i) at no time shall the Aggregate Outstanding Credit Exposure exceed the
      Aggregate Commitment, (ii) at no time shall the Committed Credit Exposure of
      any
      Lender exceed its Commitment and (iii) at no time shall the Subsidiary
      Credit Exposure of any Borrowing Subsidiary exceed the Subsidiary Sublimit
      of
      such Borrowing Subsidiary. Subject to the terms of this Agreement, each Borrower
      may, severally and not jointly with the other Borrowers, borrow, repay and
      reborrow Revolving Loans at any time prior to the Availability Termination
      Date
      for such Borrower. The commitment of each Lender to lend to each Borrower
      hereunder shall automatically expire on the Availability Termination Date for
      such Borrower.

     

    2.2.  Required
      Payments; Termination.
      Each
      Borrower, severally and not jointly with the other Borrowers, hereby
      unconditionally promises to pay (i) to the Agent for the account of each
      Lender the then unpaid principal amount of each Revolving Loan made by such
      Lender to such Borrower on the Availability Termination Date for such Borrower,
      (ii) to the Agent for the account of each Lender the then unpaid principal
      amount of each Competitive Loan made by such Lender to such Borrower on the
      last
      day of the Interest Period applicable to such Loan, which shall not be later
      than the Availability Termination Date for such Borrower and (iii) to the
      Swingline Lender the then unpaid principal amount of each Swingline Loan made
      to
      such Borrower on the earlier of the Availability Termination Date for such
      Borrower 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 to a Borrower,
      such
      Borrower shall repay all Swingline Loans made to such Borrower and then
      outstanding. Notwithstanding the termination of the Commitments under this
      Agreement, until all of the Obligations of each Borrower (other than contingent
      indemnity obligations) shall have been fully paid and satisfied and all
      financing

     

    
      
        
        

      

      
        20

        
          

        

      

      
        
        

      

    

    arrangements
      between each Borrower and the Lenders hereunder and under the other Loan
      Documents shall have been terminated, all of the rights and remedies with
      respect to such Borrower and its Obligations 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, each Borrower may request
      Competitive Bids and may (but shall not have any obligation to) accept
      Competitive Bids and borrow Competitive Loans from time to time prior to the
      Availability Termination Date for such Borrower; provided
      that
      (i) the Aggregate Outstanding Credit Exposure at any time shall not exceed
      the Aggregate Commitment and (ii) at no time shall the Subsidiary Credit
      Exposure of any Borrowing Subsidiary exceed the Subsidiary Sublimit of such
      Borrowing Subsidiary. Within the foregoing limits and subject to the terms
      and
      conditions set forth herein, each Borrower may, severally and not jointly with
      the other Borrowers, borrow, repay and reborrow Competitive Loans.

     

    To
      request Competitive Bids, the applicable 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
      each 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 applicable Borrower. Each such telephonic and written
      Competitive Bid Request shall specify the following information:

     

    
      	(ii)  	
               the
                Borrower requesting an Advance;

            


    

     

    
      	 
              (iii) 	
               the
                aggregate amount of the requested
                Advance;

            


    

     

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

            


    

     

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

            


    

     

    
      	(vi) 	
               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.

     

    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

    (a)
        Each
      Lender may (but shall not have any obligation to) make one or more Competitive
      Bids to the applicable 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.
      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 such 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.

     

    (b)
        The
      Agent
      shall promptly notify the applicable 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.

     

    (c)
        Subject
      only to the provisions of this paragraph, the applicable Borrower may accept
      or
      reject any Competitive Bid. Such 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 a Borrower to give such notice shall be deemed to be a
      rejection of each Competitive Bid, (ii) a Borrower shall not accept a
      Competitive Bid made at a particular Competitive Bid Rate if such Borrower
      rejects a Competitive Bid made at a lower Competitive Bid Rate, (iii) the
      aggregate amount of the Competitive Bids accepted by a 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, a 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
      applicable Borrower. A notice given by a Borrower pursuant to this paragraph
      shall be irrevocable.

     

    (d)
        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

     

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

    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.

     

    (e)
        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 applicable Borrower at least
      

    one
      quarter of an 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 each Borrower from time to time from and
      including

    the
      Closing Date and prior to the Availability Termination Date for such Borrower,
      in an amount that will not result in the Swingline Exposure exceeding
      $100,000,000; provided
      that


    (i) at
      no time shall the Aggregate Outstanding Credit Exposure exceed the Aggregate
      Commitment, (ii) at no time shall the Committed Credit Exposure of any Lender
      exceed its 

    Commitment
      and (iii) at no time shall the Subsidiary Credit Exposure of any Borrowing
      Subsidiary exceed the Subsidiary Sublimit of such Borrowing Subsidiary; and
      provided further

    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, each Borrower may, severally and not jointly with the other
      Borrowers, 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
      applicable 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 applicable 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. If so requested by the applicable Borrower, the
      Swingline Lender will quote an interest rate that, if accepted by such Borrower,
      will be

    applicable
      to the requested Swingline Loan, and such 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 such Borrower. The Swingline Lender shall
      make
      each Swingline Loan available to such Borrower by means of a credit to an
      account with

    the
      Swingline Lender specified by such Borrower 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

     

    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    

     

    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 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 Company and the applicable Borrower
      of
      any 

    participation
      in any Swingline Loan acquired pursuant to this paragraph. Any amounts received
      by the Swingline Lender from such Borrower (or other party on behalf of such
      

    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 participations in a Swingline Loan
      pursuant to this paragraph shall not relieve such Borrower of any default in
      the
      payment thereof.

     

    2.6.  Letters
      of Credit.

     

    (a)
        General.
      Subject
      to the terms and conditions set forth herein, (i) each Borrower may request
      the
      issuance of Letters of Credit for its own account and (ii) the 

    Company
      may request the issuance of Letters of Credit for its own account and, jointly,
      for the account of any of its subsidiaries (and in each case under this clause
      (ii), the Company

    shall
      be
      considered the sole Borrower under such Letter of Credit for purposes of this
      Agreement notwithstanding any listing of any subsidiary as an account party
      or
      applicant with 

    respect
      to such Letter of Credit), in each case in a form reasonably acceptable to
      the
      Agent and the applicable Issuing Bank, at any time and from time to time prior
      to the Availability 

    Termination
      Date for such Borrower (with respect to any Letter of Credit referred to in
      clause (i) of this sentence) or the Company (with respect to any Letter of
      Credit referred to in 

    clause
      (ii) of this sentence), as the case may be. In the event any Letter of Credit
      is
      issued for the account of a Borrowing Subsidiary under clause (ii) of the
      preceding sentence and 

    the
      Company is solely liable under such Letter of Credit as provided in the
      preceding sentence, the LC Exposure related to such Letter of Credit shall
      not
      be included in the Subsidiary 

    Credit
      Exposure for such Borrowing Subsidiary or otherwise applied or measured against
      the Subsidiary Sublimit for such Borrowing Subsidiary. 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 a Borrower
      to, or entered 

    into
      by a
      Borrower with, an Issuing Bank relating to any Letter of Credit, the terms
      and
      conditions of this Agreement shall control. The Company unconditionally and
      irrevocably 

    agrees
      that, in connection with any Letter of Credit referred to in clause (ii) of
      the
      first sentence of this paragraph, it will be fully responsible for the
      reimbursement of LC

     

    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    

    Disbursements,
      the payment of interest thereon and the payment of LC Participation Fees and
      other fees due under Section 2.8.2 to the same extent as if it were the sole
      account party

    in
      respect of such Letter of Credit (the Company hereby irrevocably waiving any
      defenses that might otherwise be available to it as a guarantor of the
      obligations of any subsidiary 

    that
      shall be a joint account party in respect of any such Letter of
      Credit).

     

    (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 applicable 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 

    xtension
      (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 account party or account parties with respect to 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, such 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, such Borrower shall be deemed to
      represent and warrant that), after giving effect to such issuance, amendment,
      renewal or extension 

    (i) the
      Aggregate Outstanding Credit Exposure will not exceed the Aggregate Commitment,
      (ii) the Committed Credit Exposure of any Lender will not exceed its Commitment,
      (iii) the 

    Subsidiary
      Credit Exposure of any Borrowing Subsidiary will not exceed the Subsidiary
      Sublimit of such Borrowing Subsidiary, (iv) the portion of the LC Exposure
      attributable to 

    Letters
      of Credit issued by the applicable Issuing Bank will not exceed the LC
      Commitment of such Issuing Bank and (v) if the Commitment Termination Date
      shall
      have been extended 

    pursuant
      to Section 2.23(a) with respect to some of but not all the Lenders, the portion
      of the LC Exposure attributable to Letters of Credit with expiry dates after
      the
      Existing 

    Commitment
      Termination Date (as defined in Section 2.23(a)) will not exceed the portion
      of
      the Aggregate Commitment attributable to the Commitments of the Consenting
      Lenders (as 

    defined
      in Section 2.23(a)). 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 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 Availability 

    Termination
      Date for the applicable Borrower; provided that, with the prior consent of
      the
      Agent and the applicable Issuing Bank, a Letter of Credit may be extended beyond
      the fifth 

    Business
      Day prior to the Availability Termination Date for the applicable Borrower
      so
      long as the applicable

     

     

    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    

    Borrower
      has deposited in an account with the Agent, in the name of the Agent and for
      the
      benefit of the Lenders and such Issuing Bank, as cash collateral pursuant to
      

    documentation
      reasonably satisfactory to the Agent and such Issuing Bank, an amount in cash
      equal to the aggregate amount of all of its outstanding Letters of Credit with
      an 

    expiration
      date later than the fifth Business Day prior to the Availability Termination
      Date for the applicable Borrower.

     

    (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 applicable Borrower on the date due
      as
      provided in paragraph (e) of this Section, or of any reimbursement payment
      required to be 

    refunded
      to the applicable 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 applicable 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 such
      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 such 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 such 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 such 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, such 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, such 

    Borrower’s
      obligation to make such payment shall be discharged and replaced by the
      resulting Floating Rate Advance or Swingline Loan. If such Borrower fails to
      make such 

    payment
      when due, the Agent shall notify each Lender of the applicable LC Disbursement,
      the payment then due from such 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 such 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 following receipt by the Agent of any payment from such Borrower
      pursuant to this 

    paragraph,
      the Agent shall distribute such payment to such Issuing 

     

     

    
      
        
        

      

      
        26

        
          

        

      

      
        
        

      

    

     

    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 such Borrower of its obligation to reimburse such LC
      Disbursement.

     

    (f)
        Obligations
      Absolute.
      Each
      Borrower’s obligation to reimburse LC Disbursements as provided in
      paragraph (e) of this Section shall be several, 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, such 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
      a
      Borrower to the extent of any direct damages (as opposed to consequential
      damages, claims in respect of which are hereby waived by each Borrower to the
      extent permitted by applicable law) suffered by such 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 willful 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
      applicable

     

    
      
        
        

      

      
        27

        
          

        

      

      
        
        

      

    

     

    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 such 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 applicable
      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 such Borrower reimburses such LC Disbursement, at the rate per
      annum then applicable to Floating Rate Advances; provided
      that, if
      such 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 with respect to a Borrower shall occur and be continuing, on the
      Business Day that such 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, such 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 portion of the LC
      Exposure as of such date attributable to Letters of Credit issued for the
      account of such Borrower; 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
      such 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
      such 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 such
      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 under Letters of Credit issued for the account of such Borrower
      for which it has not been reimbursed and, to the extent not so applied, shall
      be
      held for the satisfaction of future reimbursement obligations under Letters
      of
      Credit issued for the account of such Borrower 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 such Borrower under this Agreement. If any Borrower is
      required to provide an amount of cash collateral hereunder as a result of the
      occurrence of a Default with respect to such Borrower, such amount (to the
      extent not applied as aforesaid) shall be returned to such Borrower within
      three
      Business Days after all Defaults with respect to such Borrower have been cured
      or waived. If at any time the cash collateral of any Borrower shall exceed
      such
      portion of the LC Exposure as of such date attributable to Letters of Credit
      issued for the account of such Borrower, the Agent shall apply such excess
      funds
      to the payment of such 

    
      
        
        

      

      
        28

        
          

        

      

      
        
        

      

    

    Borrower’s
      Obligations or (i) if no such Obligations are then due and owing and no Default
      with respect to such Borrower shall exist, shall release such excess funds
      to
      such Borrower or (ii) if no such Obligations are outstanding (other than
      contingent Obligations in respect of Letters of Credit which are fully
      collateralized), such excess amount shall be released to such Borrower
      notwithstanding the existence of a Default in respect of such
      Borrower.

     

    (j)
        Designation
      of Additional Issuing Banks.
      From
      time to time, the Borrowers 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
      Bank Agreement”),
      which
      shall be in a form satisfactory to the Borrowers and the Agent, shall set forth
      the LC Commitment of such Lender and shall be executed by such Lender, the
      Borrowers 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 applicable Borrower in accordance with
      Sections 2.11 and 2.12. Swingline Loans will be Floating Rate Advances or will
      bear interest at such other rate per annum as shall be agreed as provided in
      Section 2.5. Competitive Loans may be Eurodollar Rate Advances or Fixed Rate
      Advances, or a combination thereof, selected by the applicable 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
      Company 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 and shall be payable on demand.

     

    2.8.2
        Letter
      of Credit Fees.
      Each
      Borrower agrees, severally and not jointly with the other Borrowers, to pay
      (i)
      to the Agent for the account of each Lender a participation fee with respect
      to
      its participations in Letters of Credit issued for the account of such Borrower
      (the “LC Participation Fee”), which shall accrue at the Applicable Fee Rate on
      the average daily amount of that portion of such Lender’s LC Exposure (excluding
      any portion thereof attributable to unreimbursed LC Disbursements) attributable
      to Letters of

     

     

    
      
        
        

      

      
        29

        
          

        

      

      
        
        

      

    

    Credit
      issued for the account of such Borrower 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 such Borrower and
      such Issuing Bank on the average daily amount of the LC Exposure attributable
      to
      Letters of Credit issued by such Issuing Bank for the account of such Borrower
      (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 issued
      by such Issuing Bank for the account of such Borrower 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 accrued for the account of any Borrower shall be payable on the
      Availability Termination Date for such Borrower and any such fees accruing
      after
      the Availability Termination Date for such Borrower 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
        Termination
      of and Reductions in Aggregate Commitment and Subsidiary
      Sublimits.
      The
      Aggregate Commitment and the Commitment of each Lender will automatically
      terminate on the Commitment Termination Date. The Company may permanently reduce
      the Aggregate Commitment and each Borrowing Subsidiary may permanently
      reduce its respective Subsidiary Sublimit, 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 (i)
      the amount of the Aggregate Commitment may not be reduced below the
      Aggregate Outstanding Credit Exposure and (ii) the Subsidiary Sublimit of
      any Borrowing Subsidiary may not be reduced below the Subsidiary Credit Exposure
      of such Borrowing Subsidiary.

     

    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 (i)
      any Floating Rate Advance may be in the amount of the Available Aggregate
      Commitment and (ii)  any Floating Rate Advance to a Borrowing Subsidiary
      may be in the amount equal to the lesser of the Available Aggregate Commitment
      and the amount by which the Subsidiary Sublimit of such Borrowing Subsidiary
      exceeds the Subsidiary Credit Exposure of such Borrowing
      Subsidiary.

     

    
      
        
        

      

      
        30

        
          

        

      

      
        
        

      

    

    2.10.  Optional
      Principal Payments.
      Each
      Borrower may from time to time pay, without penalty or premium, all outstanding
      Floating Rate Advances of such Borrower, or any portion of such 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. Each 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 of such
      Borrower, or, in a minimum aggregate amount of $5,000,000 or any integral
      multiple of $1,000,000 in excess thereof, any portion of such 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
      applicable Borrower shall select the Type of each Revolving Advance and, in
      the
      case of each Revolving Eurodollar Advance, the Interest Period applicable
      thereto; provided
      that
      there shall be no more than three (3) Interest Periods in effect with respect
      to
      all of the Revolving Loans of any single Borrower at any time, unless such
      limit
      has been waived by the Agent in its sole discretion. The applicable 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
                Borrower requesting such Borrowing,

            


    

     

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

            


    

     

    
      	(iii)
                	
              the
                aggregate amount of such Advance,

            


    

     

    
      	(iv)
               	
              the
                Type of Advance selected, and

            


    

     

    
      	(v) 
               	
              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 Borrowing Notice from such 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 such 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

     

    
      
        
        

      

      
        31

        
          

        

      

      
        
        

      

    

    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 applicable
      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, a 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 with respect to a Borrower, the Agent may (or
      shall at the direction of the Required Lenders), by notice to such Borrower,
      declare that no Revolving Advance of such Borrower may be made, converted or
      continued as a Eurodollar Advance. The applicable 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 to be converted or continued,
                and
                

            


    

     

    
      	(iii)
               	
              the
                amount of the Advance 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.   Interest
      Rates, etc.
      Each
      Floating Rate Advance shall bear interest on the outstanding principal amount
      thereof, for each day from and including the date such Advance 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, 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 each Interest Period applicable thereto to (but
      not
      including) the earlier of the last day of such Interest Period or the date
      it is
      paid in accordance with Section 2.10 at the Eurodollar Rate determined by the
      Agent as applicable to such Eurodollar Advance based upon the applicable
      Borrower’s selections under Sections 2.11 and 2.12 and otherwise in accordance
      with the terms hereof. 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 with respect to any Borrower, the Required Lenders
      may, at their option, by notice to such Borrower (which

     

    
      
        
        

      

      
        32

        
          

        

      

      
        
        

      

    

    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 during 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 with respect to any Borrower 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 of such Borrower
      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, 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 any Borrower
      maintained with JPMCB for each payment of principal, interest and fees owed
      by
      such Borrower 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 each Borrower to such Lender resulting
      from each Loan made by such Lender to such Borrower 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 to each Borrower hereunder, the
                Type
                thereof and the Interest Period (in the case of a Eurodollar Advance)
                with
                respect thereto, (b) the amount of any principal or interest due
                and
                payable or to become due and payable from each Borrower to each Lender
                hereunder, (c) the effective date and amount of each Assignment Agreement
                delivered to and accepted by it pursuant to Section 12.3 and the
                parties
                thereto, (d) the amount of any sum received by the Agent hereunder
                from
                each 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
                such
                Borrower to repay the Obligations in accordance with their terms.
                

            


    

     

    
      
        
        

      

      
        33

        
          

        

      

      
        
        

      

    

    
      	(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
                applicable 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.
      Each
      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 such Borrower, it being
      understood that the foregoing authorization is specifically intended to allow
      Borrowing Notices and Conversion/Continuation Notices to be given
      telephonically. Each 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 such 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 each 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 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

     

    
      
        
        

      

      
        34

        
          

        

      

      
        
        

      

    

    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 applicable Borrower and each Lender of the interest
      rate applicable to each Revolving Eurodollar Advance promptly upon determination
      of such interest rate and will give each 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 Borrowers 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 applicable Borrower or a Lender, as the case may be, notifies the Agent
      prior to the date (or, in the case of a Lender with respect to a Revolving
      Floating Rate Advance under Section 2.11, prior to the time) 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 any payment under Section 2.5(d) or 2.6(e) or (ii) in
      the
      case of a 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 such 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 for the first three days and, thereafter, the interest rate applicable
      to
      the relevant Loan or (y) in the case of payment by a Borrower, the interest
      rate
      applicable to the relevant Loan.

     

    2.22.  Replacement
      of Lender.
      If any
      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
      Borrowers 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 Borrowers and the Agent shall agree, as of such date, to purchase for cash
      at face amount the

     

    
      
        
        

      

      
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    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) each 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 such 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, each Borrower shall pay
      to
      such Affected Lender all Obligations due from such Borrower 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 Borrowers may not
      terminate the Commitment of an Affected Lender if, after giving effect to such
      termination, (x) the Aggregate Outstanding Credit Exposure would exceed the
      Aggregate Commitment, or (y) the Subsidiary Credit Exposure of any
      Borrowing Subsidiary would exceed the Subsidiary Sublimit of such Borrowing
      Subsidiary.

     

    2.23.  Extension
      of Commitment Termination Date and Borrowing Subsidiary Maturity
      Dates.
      (a)
       Extension
      of Commitment Termination Date.
      The
      Company may, by notice to the Agent (which shall promptly deliver a copy to
      each
      of the Lenders) given not less than 45 days and not more than 60 days prior
      to any of the first four anniversaries of the Closing Date (a “Commitment
      Extension Request”), request that the Lenders extend the Commitment Termination
      Date for an additional period of one year. Each Lender shall, by notice to
      the
      Company and the Agent given not later than the 20th
      day
      after the date of the Agent’s receipt of the Company’s Commitment Extension
      Request, advise the Company whether or not it agrees to the requested extension
      (each Lender agreeing to a requested extension being called a “Consenting
      Lender” and each Lender declining to agree to a requested extension being called
      a “Declining Lender”). Any Lender that has not so advised the Company and the
      Agent by such day shall be deemed to have declined to agree to such extension
      and shall be a Declining Lender. If Lenders constituting the Required Lenders
      shall have agreed to a Commitment Extension Request, then the Commitment
      Termination Date shall, as to the Consenting Lenders, be extended to the first
      anniversary of the Commitment Termination Date theretofore in
      effect.  The decision to agree or withhold agreement to any Commitment
      Extension Request shall be at the sole discretion of each Lender. The Commitment
      of any Declining Lender shall terminate on the Commitment Termination Date
      in
      effect prior to giving effect to any such extension (such Commitment Termination
      Date being called the “Existing Commitment Termination Date”). The principal
      amount of any outstanding Loans made by Declining Lenders (including any such
      Loans made to Borrowing Subsidiaries, whether or not the Maturity Dates
      applicable to such Borrowing Subsidiaries shall have been extended as provided
      in paragraph (b) of this Section), together with any accrued interest thereon
      and any accrued fees and other amounts payable to or for the account of such
      Declining Lenders hereunder, shall be due and payable on the Existing Commitment
      Termination Date, and on the Existing Commitment Termination Date, the Borrowers
      shall also make such other prepayments of their respective Loans pursuant to
      Section

     

    
      
        
        

      

      
        36

        
          

        

      

      
        
        

      

    

    2.10
      as
      shall be required in order that, after giving effect to the termination of
      the
      Commitments of, and all payments to, Declining Lenders pursuant to this
      sentence, (i) the Aggregate Outstanding Credit Exposure will not exceed the
      Aggregate Commitment and (ii) the Committed Credit Exposure of each Lender
      will
      not exceed its Commitment. Notwithstanding the foregoing provisions of this
      paragraph, the Company shall have the right, pursuant to Section 12.3, at any
      time prior to the Existing Commitment Termination Date, to replace a Declining
      Lender with a Lender or other financial institution that will agree to a
      Commitment Extension Request, and any such replacement Lender shall for all
      purposes constitute a Consenting Lender. Notwithstanding the foregoing, no
      extension of the Commitment Termination Date pursuant to this paragraph shall
      become effective unless (i) the Agent shall have received documents consistent
      with those delivered with respect to the Company under Sections 4.1.1 through
      4.1.6, giving effect to such extension and (ii) on the anniversary of the
      Closing Date that immediately follows the date on which the Company delivers
      the
      applicable Commitment Extension Request, the conditions set forth in Sections
      4.2.1 and 4.2.2 shall be satisfied (with all references in Sections 5.5 and
      5.7
      to “the date of this Agreement” being deemed to be references to the date of
      such anniversary of the Closing Date), and the Agent shall have received a
      certificate to that effect dated such date and executed by the chief financial
      officer, the controller or the treasurer of the Company. 

     

    (b)
        Extension
      of Borrowing Subsidiary Maturity Dates.
      Any
      Borrowing Subsidiary may, by notice (a “Subsidiary Maturity Date Extension
      Request”) to the Agent (which shall promptly deliver a copy to each of the
      Lenders) given not less than 45 days and not more than 60 days prior to the
      then-current Maturity Date with respect to such Borrowing Subsidiary, request
      an
      extension of such Maturity Date with respect to such Borrowing Subsidiary to
      a
      date 364 days after such Maturity Date (the Maturity Date in effect prior to
      any
      such extension being called the “Existing Maturity Date” with respect to such
      Borrowing Subsidiary) and on or prior to (but in no event after) the Commitment
      Termination Date (including any date to which the Commitment Termination Date
      has been extended or is simultaneously being extended pursuant to paragraph
      (a)
      above) or, if the Commitment Termination Date shall have been or is
      simultaneously being extended as to some but not all of the Lenders, the latest
      date to which the Commitment Termination Date applicable to any Lenders shall
      have been or is being so extended. Each Lender shall, by notice to such
      applicable Borrowing Subsidiary, the Company and the Agent given not later
      than
      the 20th
      day
      after the date of the Agent’s receipt of such Borrowing Subsidiary’s Subsidiary
      Maturity Date Extension Request, advise such applicable Borrowing Subsidiary
      and
      the Company whether or not it agrees to the requested extension (each Lender
      agreeing to a requested extension being called a “Consenting Lender” and each
      Lender declining to agree to a requested extension being called a “Declining
      Lender”). Any Lender that has not so advised such applicable Borrowing
      Subsidiary, the Company and the Agent by such day shall be deemed to have
      declined to agree to such extension and shall be a Declining Lender. If Lenders
      constituting the Required Lenders shall have agreed to a Subsidiary Maturity
      Date Extension Request, then the Maturity Date with respect to the applicable
      Borrowing Subsidiary shall, as to both the Consenting Lenders and the Declining
      Lenders, be extended to the date 364 days after the Existing Maturity Date
      with
      respect to such Borrowing Subsidiary; provided,
      that
      the Maturity Date with respect to a Borrowing Subsidiary shall in no event
      be
      extended as to any Lender beyond the latest date to which the Commitment
      Termination Date applicable to such Lender shall have been extended.
      Notwithstanding the foregoing, no extension of the Maturity Date with respect
      to
      any Borrowing Subsidiary pursuant to this paragraph shall become effective
      unless (i) the Agent shall have received 

     

    
      
        
        

      

      
        37

        
          

        

      

      
        
        

      

    

    documents
      consistent with those delivered with respect to such Borrowing Subsidiary under
      Sections 4.1.1 through 4.1.6, giving effect to such extension and (ii) on the
      Existing Maturity Date applicable to such Borrowing Subsidiary, the conditions
      set forth in Sections 4.2.1 and 4.2.2 shall be satisfied with respect to such
      Borrowing Subsidiary (with all references in Sections 5.5 and 5.7 to “the date
      of this Agreement” being deemed to be references to such Existing Maturity
      Date), and the Agent shall have received a certificate to that effect dated
      such
      date and executed by the chief financial officer, the controller or the
      treasurer of such Borrowing Subsidiary.

     

    2.24.  Removal
      of Borrowing Subsidiaries.
      The
      Company may at any time execute and deliver to the Agent a Borrowing Subsidiary
      Termination substantially in the form of Exhibit H hereto with respect to any
      Borrowing Subsidiary. Upon the delivery to the Agent of such Borrowing
      Subsidiary Termination, (a) such Borrowing Subsidiary shall cease to be a
      Borrower and a Borrowing Subsidiary under this Agreement and its Subsidiary
      Sublimit shall be reduced to zero, (b) such Borrowing Subsidiary and its
      Subsidiaries shall be deemed no longer to be Subsidiaries for purposes of this
      Agreement and (c) subject to the satisfaction of the conditions precedent to
      borrowing thereunder, any Letter of Credit issued for the account of such
      Borrowing Subsidiary will be deemed to have become a letter of credit under
      the
      Illinois Agreement (and cease to be a Letter of Credit under this Agreement)
      and
      each Lender agrees that, concurrently upon any Letter of Credit becoming a
      letter of credit under the Illinois Agreement, the participations in such Letter
      of Credit granted to such Lender hereunder shall be automatically canceled
      without further action by any of the parties hereto; provided
      that no
      Borrowing Subsidiary Termination will become effective as to any Borrowing
      Subsidiary (other than to terminate such Borrowing Subsidiary’s right to request
      Advances or the issuance of Letters of Credit under this Agreement) at a time
      when any principal of or interest on any Loan to such Borrowing Subsidiary
      or
      any Letter of Credit issued for the account of such Borrowing Subsidiary shall
      be outstanding hereunder or any fees or other amounts owed by such Borrowing
      Subsidiary remain unpaid with respect thereto. Promptly following receipt of
      any
      Borrowing Subsidiary Termination, the Agent shall forward a copy thereof to
      each
      Lender.

     

    


    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:

     

    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 

     

    
      
        
        

      

      
        38

        
          

        

      

      
        
        
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 Borrowers 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 Borrowers 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

     

    
      
        
        

      

      
        39

        
          

        

      

      
        
        

      

    

    Measurements
      and Capital Standards,” including transition rules, and any amendments to such
      regulations adopted prior to the Closing Date.

     

    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 applicable
      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 such Borrower
      for any reason, such 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 any 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 a Borrower shall be required
                by law to
                deduct any Taxes from or in respect of any sum payable hereunder
                by such
                Borrower 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) such Borrower shall make such deductions, (c) such Borrower
                shall pay the full amount deducted to the relevant authority in accordance
                with applicable law and (d) such 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 Borrowers severally agree to 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 

            


    

     

    
      
        40

      

      
        
        

        
          

        

      

      
        
        

      

    

    the
      execution or delivery of, or otherwise with
      respect to, this Agreement or any Note (“Other Taxes”).

     

    
      	(iii) 	
              The
                Borrowers 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 and any liability (including penalties, interest and
                expenses) arising therefrom or with 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 the Company 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 Borrowers 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 Borrowers 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
                Borrowers 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 any
                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 

            


    

     

    
      
        
        

      

      
        41

        
          

        

      

      
        
        

      

       

      reduced
        rate of withholding tax become subject to Taxes because of its
        failure to deliver a form required under clause (iv) above, each 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 any relevant jurisdiction or any treaty shall deliver
                to the
                Company (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 applicable
      Borrower (with a copy to the Agent and the Company) 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 such Borrower in the
      absence of manifest error, and upon reasonable request of such 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 applicable Borrower of such written
      statement. The obligations of each 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
      Borrowers to such Lender under Sections 3.1, 3.2 and 3.5 or to avoid
      the

     

    
      
        
        

      

      
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    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
      Borrowers’ rights under Section 2.22 to replace a Lender.

     

    3.8.  Allocation
      of Amounts Payable Among Borrowers.
      Each
      amount payable by “the Borrowers” under this Article shall be an obligation of,
      and shall be discharged (a) to the extent arising out of acts, events and
      circumstances related to a particular Borrower, by such Borrower and
      (b) otherwise, by all the Borrowers, with each Borrower being severally
      liable for such Borrower’s Contribution Percentage of such amount, provided
      that in
      consideration of the availability, on the terms set forth herein, of the entire
      amount of the Commitments in the form of borrowings by and Letters of Credit
      issued for the account of the Company, the Company agrees that, if one or more
      of the Borrowing Subsidiaries shall fail to pay any amount owed by it under
      clause (b) of this Section after a demand shall have been made by the Person
      to
      which such amount is owed, the Company shall promptly pay such amount (the
      Company hereby irrevocably waiving any defenses that might otherwise be
      available to it as a guarantor of the obligations of any Borrowing Subsidiary
      under this Section).

     

    ARTICLE
      IV  

     

    CONDITIONS
      PRECEDENT

     

    4.1.  Amendment
      Effective Date.
      This
      amendment and restatement of the Original Credit Agreement shall become
      effective upon (i) the receipt by the Agent of written approval of this
      amendment and restatement of the Required Lenders under the Original Credit
      Agreement and (ii) the satisfaction of the following conditions precedent and
      the delivery by the Borrowers to the Agent of the items specified
      below:

     

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

     

    4.1.2
        Copies,
      certified by the Secretary or Assistant Secretary of each 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
      such
      Borrower is a party.

     

    4.1.3
        An
      incumbency certificate, executed by the Secretary or Assistant Secretary of
      each
      Borrower, which shall identify by name and title and bear the signatures of
      the
      Authorized Officers and any other officers of such Borrower authorized to sign
      the Loan Documents to which such 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 such Borrower.

     

    
      
        
        

      

      
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    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 each Borrower, stating that on the
      Amendment Effective 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 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 and (c) the condition set forth in
      Section 4.1.9 below has been or is simultaneously being satisfied.

     

    4.1.5
        Written
      opinions of the Borrowers’ counsel, in form and substance satisfactory to the
      Agent and addressed to the Lenders, in substantially the form of Exhibits A.1
      and A.2.

     

    4.1.6
        Delivery
      of copies of the required regulatory authorizations identified on Schedule
      4.

     

    4.1.7
        Any
      Notes
      requested by Lenders pursuant to Section 2.16 payable to the order of each
      such
      requesting Lender.

     

    4.1.8
        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.

     

    4.1.9
        Evidence
      satisfactory to the Agent that (i) the Existing Amended Five-Year Credit
      Agreement shall have been or shall simultaneously with the effectiveness of
      this
      Agreement on the Amendment Effective Date be terminated (except for those
      provisions that expressly survive the termination thereof), and all loans and
      letters of credit 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 be, paid or terminated in full, and (ii) the
      Illinois Agreement shall have been executed by the parties thereto.

     

    4.1.10
        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.

     

    4.1.11
        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.

     

    
      
        
        

      

      
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    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
        (a)
      In
      the
      case of any Credit Extension to the Company or IP which would (i) be made
      after June 30, 2007, (ii) cause the aggregate principal amount of
      short-term indebtedness for borrowed money of the Company or IP, as the case
      may
      be, to exceed $1,500,000,000 or $500,000,000, respectively or (iii) cause
      the aggregate principal amount of issuances and sales by the Company of capital
      stock, preferred stock, the other securities specified in the SEC order referred
      to in Section 5.18 and long-term indebtedness for borrowed money to exceed
      $2,500,000,000, then, unless such authorization is no longer required by
      applicable laws and regulations (and the Agent shall have received confirmation
      thereof reasonably satisfactory to it), such Credit Extension shall have been
      duly authorized by an order of the SEC under the 1935 Act (or of any
      governmental agency that may succeed to the authority of the SEC under the
      1935
      Act) and the Agent shall have received a true and complete copy of such order
      authorizing such Credit Extension.

     

    (b)
        In
      the
      case of any Credit Extension to Union Electric, CIPS or CILCO which would
      (i) be made after March 31, 2006 or (ii) cause the aggregate
      principal amount of short-term indebtedness for borrowed money of Union
      Electric, CIPS or CILCO, as the case may be, to exceed $1,000,000,000,
      $250,000,000 or $250,000,000, respectively, then, unless such authorization
      is
      no longer required by applicable laws and regulations (and the Agent shall
      have
      received confirmation thereof reasonably satisfactory to it), such Credit
      Extension shall have been duly authorized by an order of the SEC under the
      1935
      Act (or of any governmental agency that may succeed to the authority of the
      SEC
      under the 1935 Act) and the Agent shall have received a true and complete copy
      of such order authorizing such Credit Extension.

     

    (c)
        In
      the
      case of any Credit Extension to Genco which would (i) be made after
      June 22, 2006 or (ii) cause the aggregate principal amount of
      short-term indebtedness for borrowed money of Genco to exceed $300,000,000,
      then, unless such authorization is no longer required by applicable laws and
      regulations (and the Agent shall have received confirmation thereof reasonably
      satisfactory to it), such Credit Extension shall have been duly authorized
      by an
      order of the FERC (or of any governmental agency that may succeed to the
      authority of the FERC) 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 applicable Borrower that the conditions contained in Sections 4.2.1, 4.2.2,
      4.2.3 and 4.2.4 have been

     

    
      
        
        

      

      
        45

        
          

        

      

      
        
        

      

    

    satisfied.
      Any 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

     

    Each
      Borrower represents and warrants to each Lender, each Issuing Bank and the
      Agent, as to such Borrower and, as applicable, its Subsidiaries, as of each
      of
      (i) the Amendment Effective Date and (ii) each date as of which such Borrower
      is
      deemed to make the representations and warranties set forth in this Article
      under Section 4.2:

     

    5.1.  Existence
      and Standing.
      Such
      Borrower and each of its Subsidiaries (other than any Project Finance Subsidiary
      or an SPC) 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.
      Such
      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 such 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 such Borrower is a party constitute legal, valid and
      binding obligations of such Borrower enforceable against such Borrower in
      accordance with their terms, except as enforceability may be limited by (i)
      bankruptcy, insolvency, fraudulent conveyance, 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 such 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 such Borrower or any of its
      Subsidiaries or (ii) such 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, any
      material instrument or any material agreement to which such 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
      such 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 such
      Borrower or any of its Subsidiaries, is required to be obtained by such Borrower
      or any of its Subsidiaries in connection with the execution and delivery of
      the
      Loan Documents, the borrowings and issuances of Letters

     

    
      
        
        

      

      
        46

        
          

        

      

      
        
        

      

    

    of
      Credit
      under this Agreement, the payment and performance by such Borrower of the
      Obligations or the legality, validity, binding effect or enforceability of
      any
      of the Loan Documents.

     

    5.4.  Financial
      Statements.
      The
      December 31, 2005, consolidated financial statements of such Borrower, audited
      by PricewaterhouseCoopers LLP, for the fiscal year ended December 31, 2005,
      and the unaudited consolidated balance sheet of such Borrower as of
      March 31, 2006, and the related unaudited statement of income and statement
      of cash flows for the three-month period then ended, copies of which have been
      furnished to each Lender, fairly present in all material respects (subject
      in
      the case of such balance sheet and statement of income for the period ended
      March 31, 2006, to year-end adjustments) the consolidated financial
      condition of such Borrower at such dates and the consolidated results of the
      operations of such Borrower for the periods ended on such dates, were prepared
      in accordance with generally accepted accounting principles in effect on the
      dates 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 such Borrower at such dates and the
      consolidated results of their operations for the periods then
      ended.

     

    5.5.  Material
      Adverse Change.
      As of
      the date of this Agreement, since December 31, 2005, there has been no
      change in the business, Property, condition (financial or otherwise) or results
      of operations of such Borrower and its Subsidiaries (other than any Project
      Finance Subsidiary) which could reasonably be expected to have a Material
      Adverse Effect (a “Material Adverse Change”) with respect to such Borrower,
      except for the Disclosed Matters; provided,
      however,
      that
      neither (i) any ratings downgrade applicable to the Indebtedness of any Borrower
      or any of its Subsidiaries by Moody’s or S&P nor (ii) such 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.
      Such
      Borrower and its Subsidiaries have filed all United States federal tax returns
      and all other material 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
      such 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 6.13.2). The Internal Revenue
      Service has closed 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
      closed audits of the United States federal income tax returns filed by any
      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 with respect to such Borrower and no
      liens have been filed with respect to such taxes. The charges, accruals and
      reserves on the books of such Borrower and its Subsidiaries in respect of any
      taxes or other governmental charges are adequate.

     

    5.7.  Litigation
      and Contingent Obligations.
      On the
      date of this Agreement, other than the Disclosed Matters, there is no
      litigation, arbitration, governmental investigation, proceeding or inquiry
      pending or, to the knowledge of any of its officers, threatened against or
      affecting such 

     

    
      
        
        

      

      
        47

        
          

        

      

      
        
        

      

    

    Borrower
      or any of its Subsidiaries which could reasonably be expected to have a Material
      Adverse Effect with respect to such Borrower or which seeks to prevent, enjoin
      or delay the making of any Loans to such Borrower. On the date of this
      Agreement, other than any liability incident to any litigation, arbitration
      or
      proceeding which could not reasonably be expected to have a Material Adverse
      Effect with respect to such Borrower, such 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 such 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 such Borrower or other Subsidiaries of such
      Borrower. All 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 with respect to such Borrower.

     

    5.10.  Accuracy
      of Information.
      The
      information, exhibits or reports with respect to such Borrower furnished 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
      such 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) will
      constitute less than 25% of the
      value of
      those assets of such Borrower and its Subsidiaries that are subject to any
      limitation on sale, pledge, or any other restriction hereunder.

     

    5.12.  Material
      Agreements.
      Neither
      such Borrower nor any of its Subsidiaries 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 with respect to such
      Borrower as described in clauses (ii) and/or (iii) of the definition thereof.
      Neither such Borrower nor any of its Subsidiaries 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
      with respect to such Borrower or (ii) any agreement or instrument evidencing
      or
      governing Indebtedness, which default could be reasonably expected to have
      a
      Material Adverse Effect with respect to such Borrower.

     

    
      
        
        

      

      
        48

        
          

        

      

      
        
        

      

    

    5.13.  Compliance
      With Laws.
      Except
      for the Disclosed Matters, such 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, non-compliance with which could reasonably be
      expected to result in a Material Adverse Effect with respect to such
      Borrower.

     

    5.14.  Ownership
      of Properties.
      On the
      date of this Agreement, such 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 such Borrower’s business reflected in
      such Borrower’s most recent consolidated financial statements provided to the
      Agent, as owned by such Borrower and its Subsidiaries.

     

    5.15.  Plan
      Assets; Prohibited Transactions.
      Such
      Borrower is not an entity deemed to hold “plan assets” within the meaning of 29
      C.F.R. § 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 such Borrower consider the
      effect of Environmental Laws on the business of such Borrower and its
      Subsidiaries, in the course of which they identify and evaluate potential risks
      and liabilities accruing to such Borrower due to Environmental Laws. On the
      basis of this consideration, such Borrower has concluded that, other than the
      Disclosed Matters, Environmental Laws cannot reasonably be expected to have
      a
      Material Adverse Effect with respect to such Borrower. 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 with respect to such Borrower, neither such 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
      such Borrower nor any Subsidiary of such Borrower 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.  Federal
      Energy Regulatory Commission.
      The
      Company is a “holding company” and each Borrowing Subsidiary is a “public
      utility”, as such terms are defined in the 2005 Act. The FERC, in accordance
      with the Federal Power Act, has (i) granted blanket authorization to IP to
      issue
      securities and assume liabilities, including borrowing under this Agreement,
      and
      (ii) issued an order authorizing the incurrence of short-term indebtedness
      by each of the other Borrowing Subsidiaries in an aggregate principal amount
      outstanding not to exceed its FERC

     

    
      
        
        

      

      
        49

        
          

        

      

      
        
        

      

    

    Limit,
      subject to, among other things, the condition that all such indebtedness be
      issued on or before March 31, 2008. Unless such authorization is no longer
      required by applicable laws and regulations (and the Agent shall have received
      confirmation thereof reasonably satisfactory to it), additional authorization
      from the FERC (or any governmental agency that succeeds to the authority of
      the
      FERC) will be necessary for each of the Borrowing Subsidiaries (other than
      IP)
      to obtain any Advances under this Agreement or to incur or issue short-term
      indebtedness, including without limitation Loans extended under this Agreement
      after March 31, 2008. Except for the aforesaid orders of the FERC (as listed
      on
      Schedule 4 hereto), on the Amendment Effective Date no regulatory
      authorizations, approvals, consents, registrations, declarations or filings
      are
      required in connection with the borrowings by, and issuances of Letters of
      Credit for the account of, the Company or any Borrowing Subsidiary hereunder
      or
      the performance by each of Company and the Borrowing Subsidiaries of its
      Obligations.

     

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

     

    5.20.  No
      Default or Unmatured Default.
      No
      Default or Unmatured Default has occurred and is continuing with respect to
      such
      Borrower.

     

    ARTICLE
      VI 

     

    COVENANTS

     

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

     

    6.1.  Financial
      Reporting.
      Each
      Borrower will maintain, for itself and each of its subsidiaries, 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 any
      Borrower to furnish the consolidated 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 such Borrower to the SEC on Forms 10-K and 10-Q
      containing such statements):

     

    6.1.1
        Within
      90
      days after the close of each fiscal year, such Borrower’s audited financial
      statements prepared in accordance with Agreement Accounting Principles on a
      consolidated basis, 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 audit of
      the
      foregoing, they have obtained no knowledge that such Borrower failed to comply
      with certain terms, covenants and provisions of this Agreement as they relate
      to
      accounting matters, or, if in the opinion of such accountants any such failure
      shall have

     

    
      
        
        

      

      
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    occurred,
      stating the nature and status thereof. In addition, at any time that any of
      CIPS, CILCO, CILCORP or IP is not a Borrower, the Company shall deliver the
      financial statements and any items referred to under clauses (a) and (b) that
      would have been required to be delivered by it under this Section 6.1.1 if
      it
      were a Borrower at such time.

     

    6.1.2
        Within
      45
      days after the close of the first three quarterly periods of each of its fiscal
      years, such 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. In addition, at any time that any of CIPS, CILCO, CILCORP or
      IP is
      not a Borrower, the Company shall deliver the financial statements and the
      certification of the chief financial officer, controller or treasurer of the
      Company that would have been required to be delivered by it under this Section
      6.1.2 if it were a Borrower at such time.

     

    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 such
      Borrower’s chief financial officer, controller or treasurer showing the
      calculations necessary to determine compliance with this Agreement and stating
      that no Default or Unmatured Default with respect to such Borrower exists,
      or if
      any such Default or Unmatured Default exists, stating the nature and status
      thereof.

     

    6.1.4
        As
      soon
      as possible and in any event within 10 days after such 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
      such
      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 such Borrower, describing said ERISA Event
      and the action which such Borrower proposes to take with respect
      thereto.

     

    6.1.5
        As
      soon
      as possible and in any event within 10 days after receipt by such Borrower,
      a
      copy of (a) any notice or claim to the effect that such Borrower or any of
      its
      Subsidiaries is or may be liable to any Person as a result of the release by
      such 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 such Borrower or any of its Subsidiaries, which, in either
      case, could reasonably be expected to have a Material Adverse Effect with
      respect to such Borrower.

     

    
      
        
        

      

      
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    6.1.6
        Promptly
      upon becoming aware thereof, notice of any upgrading or downgrading of the
      rating of such Borrower’s senior unsecured debt, commercial paper or 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.
      Each
      Borrower will, and will cause each of its Subsidiaries to, use the proceeds
      of
      the Advances for general corporate purposes, including without limitation,
      for
      working capital, commercial paper liquidity support with respect to commercial
      paper issued by such 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. Each 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. Each 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 of any Borrower becomes
      aware
      thereof, such 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 SEC in such 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
      with respect to such Borrower.

     

    6.4.  Conduct
      of Business.
      Each
      Borrower will, and will cause each of its Subsidiaries to, carry on and conduct
      its business in substantially the same manner and in substantially the same
      fields of enterprise in which it is presently conducted or in a manner or fields
      of enterprise reasonably related 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, no Borrower shall be prohibited from dissolving
      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.
      Each
      Borrower will, and will cause each of its Subsidiaries 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 recorded in accordance with
      Agreement Accounting Principles.

     

    6.6.  Insurance.
      Each
      Borrower will, and will cause each of its Subsidiaries to, maintain with
      financially sound and reputable insurance companies insurance on all its
      Property in such amounts, subject to such deductibles and self-insurance
      retentions, and covering such

     

    
      
        
        

      

      
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    risks
      as
      is consistent with sound business practice, and such Borrower will furnish
      to
      any Lender upon request full information as to the insurance
      carried.

     

    6.7.  Compliance
      with Laws; Federal Energy Regulatory Commission Authorization.
      (a)
      Each
      Borrower will, and will cause each of its Subsidiaries 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 with respect
      to
      such Borrower.

     

    (b)
        Each
      Borrower further agrees not to request any Advance or permit any Loan to remain
      outstanding hereunder in violation of the FERC authorization described in
      Section 5.18 or any conditions thereof, as in effect from time to
      time.

     

    6.8.  Maintenance
      of Properties.
      Subject
      to Section 6.11, each Borrower will, and will cause each of its Subsidiaries
      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.
      Each
      Borrower will, and will cause each of its Subsidiaries to, permit the Agent
      and
      the Lenders, by their respective representatives and agents, to inspect any
      of
      the Property, books and financial records of such Borrower and each of its
      Subsidiaries, to examine and make copies of the books of accounts and other
      financial records of such Borrower and each of its Subsidiaries, and to discuss
      the affairs, finances and accounts of such Borrower and each of its Subsidiaries
      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. Each
      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 with respect to a Borrower has occurred and is
      continuing, such Borrower, upon the Agent’s request, shall turn over copies of
      any such records to the Agent or its representatives.

     

    6.10.  Merger.
      Each
      Borrower will not, nor will it permit any of its Subsidiaries to, merge or
      consolidate with or into any other Person, except (i) any Subsidiary other
      than
      a Borrowing Subsidiary may merge or consolidate with a Borrower if such Borrower
      is the corporation surviving such merger, (ii) any Borrowing Subsidiary may
      merge or consolidate with the Company if the Company is the corporation
      surviving such merger, (iii) any Subsidiary other than a Borrowing
      Subsidiary may merge or consolidate with any other Subsidiary, provided
      that
      each Borrower’s aggregate direct and indirect ownership interest in the survivor
      thereof shall not be less than such Borrower’s direct and indirect ownership
      interest in either of such Subsidiaries prior to such merger, and (iv) any
      Borrower or any Subsidiary may merge or consolidate with any Person other than
      a
      Borrower or a Subsidiary if (a) such Person was organized under the laws of
      the
      United States of America or one of its States and (b) such Borrower or such
      

     

    
      
        
        

      

      
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    Subsidiary
      is the corporation surviving such merger; provided
      that, in
      each case, after giving effect thereto, no Default with respect to such Borrower
      will be in existence.

     

    6.11.  Dispositions
      of Assets.
      No
      Borrower will, or will permit any of its Subsidiaries to, lease, sell or
      otherwise dispose of its Property to any other Person, including any of its
      Subsidiaries, whether existing on the date hereof or hereafter created,
      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 of such Borrower (other than a Subsidiary
      of such Borrower that is itself a Borrowing Subsidiary) to such Borrower or
      another Subsidiary of such Borrower.

     

    6.11.3
        A
      disposition by a Borrowing Subsidiary, or any of its Subsidiaries, to one of
      its
      Subsidiaries of Property received by such Borrowing Subsidiary or Subsidiary
      after the date hereof from the Company or another Subsidiary (other than a
      Borrowing Subsidiary) specifically for transfer to the Subsidiary of such
      Borrowing Subsidiary.

     

    6.11.4
        The
      payment of cash dividends by the Company or any Subsidiary to holders of its
      equity interests.

     

    6.11.5
        Advances
      of cash in the ordinary course of business pursuant to the Money Pool Agreements
      or other intercompany borrowing arrangements with terms substantially similar
      to
      the Money Pool Agreements.

     

    6.11.6
        A
      disposition of obsolete property or property no longer used in the business
      of
      such Borrower or its Subsidiaries.

     

    6.11.7
        The
      transfer pursuant to a requirement of law or any regulatory authority having
      jurisdiction, of functional and/or operational control of (but not of title
      to)
      transmission facilities of such 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.

     

    6.11.8
        Dispositions
      pursuant to Leveraged Lease Sales.

     

    6.11.9
        In
      the
      case of Genco, direct loans to its railroad subsidiary up to a maximum of
      $25,000,000 outstanding at any time.

     

    6.11.10
        Leases,
      sales or other dispositions by such Borrower or any of its Subsidiaries of
      its
      Property that, together with all other Property of such Borrower and its
      Subsidiaries previously leased, sold or disposed of (other than dispositions
      otherwise permitted by other provisions of this Section 6.11) since the Closing
      Date, do not constitute Property which represents more than fifteen percent
      (15%) of the Consolidated Tangible Assets of such Borrower 

     

    
      
        
        

      

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

     

    6.11.11
        Contributions,
      directly or indirectly, of capital, in the form of either debt or equity, by
      the
      Company or any Subsidiary to any Subsidiary of the Company. 

     

    6.11.12
        Transactions
      under which the Borrower, or its Subsidiary, that disposes of its Property
      receives in return consideration (i) in a form other than equity, other
      ownership interests or indebtedness and (ii) of which at least 75% is cash
      and/or assumption of debt; provided
      that any
      such cash consideration so received, unless retained by such Borrower or its
      Subsidiary at all times prior to the repayment of all Obligations under this
      Agreement, shall be used (x) within twelve months of the receipt thereof for
      investment or reinvestment by such Borrower or its Subsidiary in its existing
      business or (y)  within six months of the receipt thereof to reduce
      Indebtedness of such Borrower or its Subsidiary, and provided further
      that
      after taking into account the assets disposed of by such Borrower and its
      Subsidiaries in the aggregate and any investment or reinvestment of the proceeds
      thereof in the business of such Borrower and its Subsidiaries, no such
      transaction shall result in such Borrower and its Subsidiaries as a whole having
      disposed of all or substantially all of their assets.

     

    6.11.13
        Transfers
      of Receivables (and rights ancillary thereto) pursuant to, and in accordance
      with the terms of, a Permitted Securitization.

     

    6.11.14
        Disposition,
      directly or indirectly, by Ameren Illinois Transmission Company of electric
      transmission facilities, and any and all property, plant and equipment and
      property rights and interests related thereto, acquired after the Closing Date,
      in exchange for cash and/or assumption of debt; provided
      that any
      such cash consideration so received, unless retained by Ameren Illinois
      Transmission Company at all times prior to the repayment of all Obligations
      under this Agreement, shall be used within twelve months of the receipt thereof
      (x) for investment or reinvestment by Ameren Illinois Transmission Company
      in
      its existing business, (y) to reduce Indebtedness of Ameren Illinois
      Transmission Company or (z) to pay a dividend or return of capital to the
      Company.

     

    6.12.  Indebtedness
      of Project Finance Subsidiaries, Investments in Project Finance Subsidiaries
      and
      Other Investments; Acquisitions.
      

     

    6.12.1
        Neither
      any Borrower nor any of its Subsidiaries 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 any Borrower or any of its Subsidiaries provide any
      guarantee of the Indebtedness, liabilities or other obligations of
      a

     

     

    
      
        
        

      

      
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    Project
      Finance Subsidiary. Each Borrower will not, nor will it permit any of its
      Subsidiaries to, make or suffer to exist Investments in Project Finance
      Subsidiaries in excess of $100,000,000 in the aggregate for all the Borrowers
      and Subsidiaries at any time. Each Borrower will not, nor will it permit any
      of
      its Subsidiaries 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 such 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 by all the Borrowers and Subsidiaries 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 with
      respect to such Borrower.

     

    6.12.2
        No
      Borrower will, or will permit any of its Subsidiaries to, make any investment
      in, or lease, sell or otherwise dispose of any asset to, any Affiliate of the
      Company which is not a Subsidiary other than:

     

    (i)
       
as
      would
      be permitted under Section 6.11.1 or Section 6.11.8,

    


    (ii)      
      in
      the
      case of any Borrower, investments in and leases, sales and other dispositions
      to
      Affiliates of such Borrower that are guarantors of such Borrower’s obligations
      under this Agreement,

    


    (iii)      investments
      pursuant to cash management and money pool arrangements among the Company and
      its Affiliates (consistent with past

                practices
      and
      subject to compliance with record-keeping arrangements sufficient to allow
      at
      any time the identification of cash to the owners thereof at such time (it
      being
      understood that compliance with FERC or other applicable regulatory requirements
      to such effect shall be deemed sufficient)), 

    


    (iv)     
      loans
      by
      the Company to Affiliates (other than Subsidiaries) of the Company in an
      aggregate amount outstanding, together with any amounts outstanding pursuant
      to
      clause (v) below and the principal amount outstanding of promissory notes issued
      pursuant to clause (vii) below, at any time not to exceed
      $1,000,000,000,

    


    (v)      
      equity
      investments by the Company in Affiliates (other than Subsidiaries) of the
      Company in an aggregate amount outstanding (net of return of capital (but not
      return on capital) in

     

     

    
      
        
        

      

      
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    respect
      of each such investment and valued at the time of the making of such
      investment), together with the principal amount outstanding under any loans
      made
      pursuant to clause (iv) above and the principal amount outstanding of promissory
      notes issued pursuant to clause (vii) below, at any time not to exceed
      $1,000,000,000,

    


    (vi)     
      transfers
      of assets to an Affiliate of the Company for fair market value (or, to the
      extent obligatory under applicable regulatory requirements, book value) paid
      in
      cash or in the form of tangible assets useful in the business of the Borrower
      or
      Subsidiary making such transfer,

    


    (vii)    
      transfers
      of assets to an Affiliate of the Company for fair market value (or, to the
      extent obligatory under applicable regulatory requirements, 

               
      book value) paid in the form of promissory notes of the transferees in an
      aggregate principal amount outstanding, together with the principal


               
      amount of any loans outstanding made pursuant to clause (iv) above and any
      amounts outstanding pursuant to clause (v) above, at any time 

                not
      to exceed $1,000,000,000, and

    


    (viii)   
      disposition
      by a Subsidiary to an Affiliate of the Company (other than a Subsidiary)
      received by such Subsidiary after the Amendment Effective Date from the Company,
      directly or indirectly through another Subsidiary of the Company, specifically
      for disposition to such Affiliate, provided
      that
      such investment by the Company in such Affiliate is otherwise permitted pursuant
      to the provisions of this Section 6.12.2.

    


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

     

    6.13.1
        Liens,
      if
      any, securing the Loans and other Obligations hereunder.

     

    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

     

    
      
        
        

      

      
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    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.

     

    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 such 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 such Borrower or any 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
      for all the Borrowers and Subsidiaries 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,
      securing obligations constituting neither obligations nor Contingent Obligations
      of the Borrower or any Subsidiary nor on account of which the Borrower or any
      Subsidiary customarily pays interest, upon real estate upon which the Borrower
      or any Subsidiary has a right-of-way, easement, franchise or other servitude
      or
      of which the Borrower or any Subsidiary is the lessee of the whole thereof
      or
      any interest therein, including, but not limited to, for the purpose of locating
      transmission and distribution lines and related support structures, pipe lines,
      substations, measuring stations, tanks, pumping or delivery equipment or similar
      equipment.

     

    6.13.11
        Liens
      arising by virtue of any statutory, contractual or common law provision relating
      to banker’s liens, rights of setoff or similar rights as to deposit accounts or
      other funds maintained with a depository institution. 

     

    6.13.12
        Liens
      created pursuant to the Existing UE Indenture securing First Mortgage Bonds;
      provided
      that the
      Liens of such Existing UE Indenture 

     

     

    
      
        
        

      

      
        58

        
          

        

      

      
        
        
shall
        extend only to the property of Union Electric (including, to the extent
        applicable, after acquired property) that is or would be covered by the Liens
        of
        the Existing UE Indenture as in effect on the date hereof.

    

     

    6.13.13
        Liens
      created pursuant to the Existing CIPS Indenture securing First Mortgage Bonds;
      provided
      that the
      Liens of such Existing CIPS Indenture shall extend only to the property of
      CIPS
      (including, to the extent applicable, after acquired property) that is or would
      be covered by the Liens of the Existing CIPS Indenture as in effect on the
      date
      hereof.

     

    6.13.14
        Liens
      incurred in connection with the Peno Creek Project and the Audrain
      Project.

     

    6.13.15
        Liens
      existing on any capital assets of any Subsidiary of such Borrower at the time
      such Subsidiary becomes a Subsidiary and not created in contemplation of such
      event.

     

    6.13.16
        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 of construction thereof.

     

    6.13.17
        Liens
      existing on any capital assets of any Subsidiary of such Borrower at the time
      such Subsidiary is merged or consolidated with or into such Borrower or any
      Subsidiary and not created in contemplation of such event.

     

    6.13.18
        Liens
      existing on any assets prior to the acquisition thereof by such Borrower or
      any
      of its Subsidiaries and not created in contemplation thereof; provided
      that
      such Liens do not encumber any other property or assets.

     

    6.13.19
        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
      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 or would
      be covered by the Liens of the Existing CILCO Indenture as in effect on the
      date
      hereof.

     

    6.13.20
        Undetermined
      Liens and charges incidental to construction.

     

    6.13.21
        Liens
      on
      Property or assets of a Subsidiary in favor of such Borrower or a Subsidiary
      that is directly or indirectly wholly owned by such Borrower.

     

    
      
        
        

      

      
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    6.13.22
        Liens
      (a) on the assets of IP and any Subsidiary of IP existing on the date
      hereof 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 or would
      be covered by the Liens of the Existing IP Indenture as in effect on the date
      hereof.

     

    6.13.23
        Liens
      arising in connection with sales or transfers of, or financings secured by,
      Receivables, including Liens granted by an SPC to secure Indebtedness arising
      under a Permitted Securitization.

     

    6.13.24
        Liens
      arising out of the refinancing, extension, renewal or refunding of any
      Indebtedness secured by any Lien permitted by any of Section 6.13.12 through
      6.13.23; 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.

     

    6.13.25
        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. 

     

    6.13.26
        Liens
      not
      described in Sections 6.13.1 through 6.13.25, inclusive, securing Indebtedness
      or other liabilities or obligations of a Borrower or its Subsidiaries in an
      aggregate principal amount outstanding for all such Liens not to exceed 10%
      of
      the Consolidated Tangible Assets of such Borrower at the time of the incurrence
      of any such Lien.

     

    6.14.  Affiliates.
      Each
      Borrower will not, and will not permit any of its Subsidiaries 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 such Borrower and its Subsidiaries) except in the ordinary course
      of
      business and pursuant to the reasonable requirements of such 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 such Borrower or such Subsidiary than such Borrower or such
      Subsidiary would obtain in a comparable arm’s-length transaction; provided,
      however, that this Section 6.14 shall not prohibit or restrict (i) transactions
      that provide for the purchase or sale of Property or services at cost that
      are
      entered into with any services company that is a Subsidiary of the Company,
      (ii)
      investments pursuant to cash management and money pool arrangements among the
      Company and its subsidiaries (consistent with past practices and subject to
      compliance with record-keeping arrangements sufficient to allow at any time
      the
      identification of cash to owners thereof at such time (it being understood
      that
      compliance with FERC or other applicable regulatory requirements to such effect
      shall be deemed sufficient)), (iii) customary sale and servicing transactions
      with an SPC pursuant to, and in accordance with the terms of, a Permitted
      Securitization, and (iv) the payment of cash dividends pursuant to Section
      6.11.4.

     

    
      
        
        

      

      
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    6.15.  Financial
      Contracts.
      Each
      Borrower will not, nor will it permit any
      of
      its Subsidiaries,
      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.
      Each
      Borrower will not, and will not permit any
      of
      its Subsidiaries
      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 such 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 such Borrower or any other Subsidiary
      of such Borrower, or (iii) to make loans or advances or other Investments in
      such Borrower or any other Subsidiary of such Borrower, in each case, other
      than
      (a) restrictions and conditions imposed by law or by this Agreement, (b)
      restrictions and conditions existing on the date hereof, 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, (e)
      customary restrictions and conditions relating to an SPC contained in agreements
      governing a Permitted Securitization, and (f) 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.
      Each
      Borrower will not permit the ratio of (i) its Consolidated Indebtedness to
      (ii)
      its Consolidated Total Capitalization to be greater than (a) 0.65 to 1.00
      at any time for each Borrower other than CILCO and (b) 0.60 to 1.00 at any
      time for CILCO (during such time as CILCO is a Borrower); provided that
      Consolidated Indebtedness, solely as such term is used in, and solely for the
      purpose of, clause (i) of this Section 6.17, shall not include (a) with
      respect to Indebtedness of Genco, subordinated indebtedness under the Existing
      Intercompany Note and (b) subordinated indebtedness which, by it terms, is
      subordinated to the Obligations on terms not less favorable to the Lenders
      than
      those set forth in Exhibit G (it being understood that any subordinated
      indebtedness under clause (b) will be expressly subordinated to all Obligations,
      including Obligations in respect of Letters of Credit).

     

    ARTICLE
      VII

      

    DEFAULTS

     

    The
      occurrence of any one or more of the following events in respect of any Borrower
      shall constitute a Default with respect to such Borrower:

     

    
      
        
        

      

      
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    7.1. Any
      representation or warranty made or deemed made by or on behalf of such Borrower
      (including any representation or warranty deemed made by such Borrower as to
      one
      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. Such
      Borrower or, in the case of the Company, the Company or any of its Subsidiaries,
      shall fail to pay (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 such 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 such 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 such Borrower or
      (ii) an Authorized Officer otherwise becoming aware of any such
      breach.

     

    7.5. Failure
      of such Borrower or any of its Subsidiaries (other than Project Finance
      Subsidiaries), to pay when due any Material Indebtedness; or the default by
      such
      Borrower or any of its Subsidiaries (other than Project Finance Subsidiaries)
      in
      the performance (beyond the 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 a
“Triggering Event” under IP’s 111⁄2% 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 such
      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 in the case of or related to a “Triggering Event” under IP’s
      111⁄2% Mortgage Bonds due 2010 which does not also cause an event of default
      thereunder); or such Borrower or, in the case of the Company, 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 such Borrower or any Subsidiary with respect
      to any Indebtedness, or (ii) any voluntary sale of assets by such Borrower
      or
      any Subsidiary permitted hereunder as a result of which any Indebtedness secured
      by such assets is required to be prepaid.

     

    7.6. Such
      Borrower or any of its Subsidiaries (other than Project Finance Subsidiaries
      or
      an SPC) 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 

     

    
      
        
        

      

      
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    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 such Borrower or any of its Subsidiaries
      (other than a Project Finance Subsidiary or an SPC ), a receiver, trustee,
      examiner, liquidator or similar official shall be appointed for such Borrower
      or
      any of its Subsidiaries (other than a Project Finance Subsidiary or an SPC)
      or
      any Substantial Portion of its Property or the Property of any of its
      Subsidiaries (other than a Project Finance Subsidiary or an SPC), or a
      proceeding described in Section 7.6(iv) shall be instituted against such
      Borrower or any of its Subsidiaries (other than a Project Finance Subsidiary
      or
      an SPC) 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 such Borrower or, in the case of the Company, any of its Subsidiaries (other
      than Project Finance Subsidiaries or an SPC), which, when taken together with
      all other Property of such Borrower and/or, in the case of the Company, any
      such
      Subsidiaries so condemned, seized, appropriated, or taken 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. Such
      Borrower or, in the case of the Company, any of its Subsidiaries (other than
      Project Finance Subsidiaries or an SPC) 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 $50,000,000 (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 liability of the Company, its Subsidiaries or any
      Commonly Controlled Entity in an aggregate amount exceeding
      $50,000,000.

     

    7.11. Nonpayment
      when due (after giving effect to any applicable grace period) by such Borrower
      or, in the case of the Company, any of its Subsidiaries (other than Project
      Finance Subsidiaries or an SPC) of obligations or settlement amounts under
      Rate
      Management

     

    
      
        
        

      

      
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    Transactions
      in an aggregate amount of $25,000,000 or more, or the breach (beyond any grace
      period applicable thereto) by such Borrower or, in the case of the Company,
      any
      of its Subsidiaries (other than Project Finance Subsidiaries or an SPC) of
      any
      term, provision or condition contained in any Rate Management Transaction the
      effect of which is to cause, or to permit the counterparty(ies) thereof to
      cause, the termination of such Rate Management Transaction resulting in
      liability of the Borrower or such Subsidiaries for obligations and/or settlement
      amounts under such Rate Management Transactions in an aggregate amount of
      $25,000,000 or more.

     

    7.12. Any
      Change in Control with respect to such Borrower shall occur.

     

    7.13. Such
      Borrower or, in the case of the Company, any of its Subsidiaries, shall (i)
      be
      the subject of any proceeding or investigation pertaining to the release by
      such
      Borrower (or, in the case of the Company, 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 such Borrower or, in
      the
      case of the Company, any of its Subsidiaries, in an amount equal to $50,000,000
      or more (in the case of the Company, in the aggregate for the Company and all
      its Subsidiaries), 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 with respect to such
      Borrower or, in the case of the Company, any of its Subsidiaries or any action
      shall be taken to discontinue or to assert the invalidity or unenforceability
      of
      any Loan Document with respect to such Borrower or, in the case of the Company,
      any of its Subsidiaries.

     

    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 a Borrower or,
      in
      the case of the Company, any of its Subsidiaries (other than any Project Finance
      Subsidiary or SPC), the obligations of the Lenders to make Loans and of the
      Issuing Banks to issue Letters of Credit hereunder to such Borrower shall
      automatically terminate and the Obligations of such Borrower 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 with respect to
      a
      Borrower or, in the case of the Company, any of its Subsidiaries (other than
      any
      Project Finance Subsidiary or SPC to the extent excluded from such Default
      by
      the provisions of Article VII), 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 to such Borrower, or declare the Obligations to be due and payable,
      or
      both, whereupon the Obligations shall become immediately due and payable,
      without presentment, demand, protest or notice of any kind, all of which such
      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 

     

    
      
        
        

      

      
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    result
      of
      any Default (other than any Default as described in Section 7.6 or 7.7 with
      respect to such 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 such
      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 Borrowers 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 Borrowers 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
        Other
      than as expressly permitted by the terms of Section 2.23, extend the Commitment
      Termination Date or the Maturity Date applicable to any Borrower, 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
      change the definition of Subsidiary Sublimit hereunder, or permit any Borrower
      to assign its rights or obligations under this Agreement or change Section
      2.15
      or 2.8.3 in a manner that would alter the pro rata sharing of payments or the
      application of reductions of commitments on a ratable basis 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.

     

    
      
        
        

      

      
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    Notwithstanding
      the foregoing, any provision of this Agreement may be amended by an agreement
      in
      writing entered into by the applicable 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 a 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 Borrowers 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 any 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 Agent
      and
      the Lenders, and between the Agent and the Lenders on one hand, and the
      Borrowers individually on the other hand, and supersede all prior agreements
      and
      understandings among and between such parties, as the case may be, 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

     

    
      
        
        

      

      
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    Banks
      hereunder are several and not joint and no Lender or Issuing 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 (it being acknowledged that Section 9.6 may be enforced against any
      Borrower only to the extent of the amounts for which such Borrower is liable
      under the terms of such Section).

     

    9.6.  Expenses;
      Indemnification.

     

    
      	(i)  	
              The
                Company 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 Company 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
                of the Obligations and enforcement of the Loan Documents (and each
                Borrowing Subsidiary likewise agrees to reimburse the Agent, each
                Arranger, the Issuing Banks and the Lenders for such costs, internal
                charges and out-of-pocket expenses to the extent they are incurred
                in the
                collection of the Obligations of and enforcement of the Loan Documents
                against such Borrowing Subsidiary).

            


    

     

    
      	(ii)  	
              Subject
                to paragraph (iii) below, the Borrowers hereby further agree 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


            


    

     

    
      
        
        

      

      
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    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.

     

    
      	 
              (iii) 	
              Each
                amount payable under paragraph (ii) of this Section shall be an obligation
                of, and shall be discharged by (a) to the extent arising out of acts,
                events and circumstances related to a particular Borrower, such Borrower
                and (b) otherwise, all the Borrowers, with each Borrower being
                severally liable for such Borrower’s Contribution Percentage of such
                amount, provided
                that in consideration of the availability, on the terms set forth
                herein,
                of the entire amount of the Commitments in the form of borrowings
                by and
                Letters of Credit issued for the account of the Company, the Company
                agrees that, if one or more of the Borrowing Subsidiaries shall fail
                to
                pay any amount owed by it under clause (b) of this paragraph (iii)
                after a
                demand shall have been made by the Person to which such amount is
                owed,
                the Company shall promptly pay such amount (the Company hereby irrevocably
                waiving any defenses that might otherwise be available to it as a
                guarantor of the obligations of any Borrowing Subsidiary under this
                Section).

            


    

     

    
      	(iv) 	
              To
                the extent that the Borrowers fail to pay any amount required to
                be paid
                by them to the Agent, either Arranger, any Issuing Bank or the Swingline
                Lender under paragraph (i) or (ii) of this Section, each Lender severally
                agrees to pay to the Agent, such Arranger, such Issuing Bank or the
                Swingline Lender, as the case may 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, such Arranger, such Issuing Bank or the
                Swingline Lender in its capacity as
                such.

            


    

     

    
      	(v)  	
              The
                obligations of the Borrowers under this Section 9.6 shall survive
                the
                termination of this Agreement and, as to each Borrower, the Maturity
                Date
                applicable to such Borrower. 

            


    

     

    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 any 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

     

    
      
        
        

      

      
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    Changes”),
      the parties hereto agree, at such 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 such 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 such 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 Borrowers individually on the one hand and the Lenders
      and the Agent on the other hand shall be solely that of borrower and lender.
      None of the Agent, any Arranger, any Issuing Bank or any Lender shall have
      any
      fiduciary responsibilities to the Borrowers. None of the Agent, any Arranger,
      any Issuing Bank or any Lender undertakes any responsibility to the Borrowers
      to
      review or inform the Borrowers of any matter in connection with any phase of
      the
      Borrowers’ businesses or operations. The Borrowers agree that none of the Agent,
      any Arranger, any Issuing Bank or any Lender shall have liability to the
      Borrowers (whether sounding in tort, contract or otherwise) for losses suffered
      by the Borrowers 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
      competent jurisdiction that such losses resulted from the gross negligence
      or
      willful misconduct of the party from which recovery is sought. None of the
      Borrowers, the Agent, any Arranger, any Issuing Bank or any Lender shall have
      any liability with respect to, and each of the Agent, each Arranger, each
      Issuing Bank, each Lender and each 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 any Borrower pursuant to this Agreement in confidence,
      except for disclosure (i) to its Affiliates and to other Borrowers, 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 or its
      Affiliates, (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 

     

     

    
      
        
        

      

      
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    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) as permitted by Section 12.4 and (viii) to
      rating agencies if requested or required by such agencies in connection with
      a
      rating relating to this Agreement or 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
      Borrowers 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
      Borrowers and their Affiliates.

     

    9.15.  USA
      Patriot Act.
      Each
      Lender and each Issuing Bank hereby notifies the Borrowers that pursuant to
      the
      requirements of the USA Patriot Act, it is required to obtain, verify and record
      information that identifies the Borrowers, which information includes the names
      and addresses of the Borrowers and other information that will allow such Lender
      to identify the Borrowers in accordance with its requirements. The Borrowers
      shall promptly following a request by the Agent or any Lender, provide all
      documentation and other information that the Agent or such Lender reasonably
      requests 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.

     

    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

     

    
      
        
        

      

      
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    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 Borrowers, 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 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 Borrowers or any guarantor of any of the Obligations or of any of the
      Borrowers’ 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 Borrowers to the Agent at such time, but is
      voluntarily furnished by the Borrowers 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

     

    
      
        
        

      

      
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    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 Borrowers for which the Agent is entitled to reimbursement
      by the Borrowers under the Loan Documents, (ii) to the extent not paid by the
      Borrowers, 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 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 Borrowers, 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


     

    
      
        
        

      

      
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    such
      amounts are subsequently recovered from the Borrowers. 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 a 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 Company, 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 each Borrower or any of its Subsidiaries in which such
      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 Borrowers 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.

     

    10.12.  Successor
      Agent.
      The
      Agent may resign at any time by giving written notice thereof to the Lenders,
      the Issuing Banks and the Borrowers, 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 Borrowers
      (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 Borrowers and the Lenders,
      a
      successor Agent. If no successor Agent shall have been so appointed by the
      Required Lenders or consented to by the Borrowers 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 Borrowers and the Lenders, a successor
      Agent. Notwithstanding the previous sentence, the Agent may at any time without
      the consent of the Borrowers or any 

     

    
      
        
        

      

      
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    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 Borrowers shall make all payments in respect of
      the
      Obligations to the applicable Lenders 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
      Company agrees to pay to the Agent and each Arranger, for their respective
      accounts, the agent and arranger fees agreed to by the Borrowers, the Agent
      and
      the Arrangers pursuant to the letter agreements dated June 13, 2005, or as
      otherwise agreed from time to time.

     

    10.14.  Delegation
      to Affiliates.
      The
      Borrowers, 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 “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 a Borrower becomes insolvent, however evidenced, or any
      Default occurs with respect to a Borrower, 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 

     

    
      
        
        

      

      
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    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 such Borrower may be offset
      and applied toward the payment of the Obligations owing by such Borrower 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 Borrowers, the Agent, the Issuing Banks and the Lenders
      and
      their respective successors and assigns permitted hereby, except that (i) the
      Borrowers shall not have the right to assign their 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 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

     

    
      
        
        

      

      
        75

        
          

        

      

      
        
        

      

    

     

    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 such 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 for any amount which would exceed the amount that would have
                been
                payable by the Borrowers 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
                

            


    

     

    
      
        
        

      

      
        76

        
          

        

      

      
        
        

      

    

     

    Lender
      shall be paid to its Designating Lender as
      administrative agent for such Designated Lender and neither the Borrowers 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 Borrowers 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. 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 Borrowers under
      this Agreement shall be determined as if such Lender had not sold such
      participating interests, and the Borrowers and the Agent shall 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.

     

    
      
        
        

      

      
        77

        
          

        

      

      
        
        

      

    

    12.2.3
        Benefit
      of Certain Provisions.
      The
      Borrowers agree 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 Borrowers further agree 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 Borrowers, 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 Borrowers 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.

     

    12.3.2
        Consents.
      The
      consent of the Borrowers 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 

     

    
      
        
        

      

      
        78

        
          

        

      

      
        
        

      

    

     

    Borrowers
      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 Borrowers’ consent pursuant to clause (ii) shall not
      increase the Borrowers’ liability under Section 3.5. The consent of the Agent
      and each Issuing Bank 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 (except that any Issuing Bank may withhold
      such
      consent in its sole discretion).

     

    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),
      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 Borrowers, 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 Borrowers 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 Borrowers 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 


     

    
      
        
        

      

      
        79

        
          

        

      

      
        
        

      

    

     

    respective
      Commitments (or, if such Commitments have been terminated, their respective
      Outstanding Credit Exposure), as adjusted pursuant to such
      assignment.

     

    12.3.4
        Register.
      The
      Agent, acting solely for this purpose as an agent of the Borrowers (and the
      Borrowers hereby designate 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
      Borrowers, 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 Borrowers and any Lender,
      at
      any reasonable time and from time to time upon reasonable prior
      notice.

     

    12.4.  Dissemination
      of Information.
      The
      Borrowers authorize 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 Borrowers and
      their 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:

     

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

            


    

     

    
      
        
        

      

      
        80

        
          

        

      

      
        
        

      

    

    
      	(iii)  	
              if
                to the Agent, to JPMorgan Chase Bank, N.A., 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, N.A., 270 Park Avenue,
                New
                York, NY 10017, Attention of Michael J. DeForge (Telecopy No. (212)
                270-3098);

            


    

     

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

            


    

     

    (a)
        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 any 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.

     

    (b)
        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.
      Any
      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 Borrowers, 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.

     

    15.2 CONSENT
      TO JURISDICTION.
      EACH BORROWER HEREBY IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION
      OF
      ANY UNITED STATES FEDERAL OR NEW YORK STATE COURT SITTING IN NEW


     

    
      
        
        

      

      
        81

        
          

        

      

      
        
        

      

    

     

    YORK,
      NEW YORK, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO ANY LOAN
      DOCUMENTS AND EACH 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 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 ANY BORROWER IN THE COURTS OF ANY OTHER
      JURISDICTION. ANY JUDICIAL PROCEEDING BY ANY 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.
      EACH BORROWER, THE AGENT, EACH ISSUING BANK AND EACH LENDER HEREBY WAIVES 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.

     

    [Signature
      Pages Follow]

    
 

    
      
        
        

      

      
        82

        
          

        

      

      
        
        

      

    

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

     

    
      	
              AMEREN
                CORPORATION,

               

            
	
              by

            
	
               

            	 
              /s/ Jerre E.
              Birdsong          
              
	 	
              Name:
                Jerre E. Birdsong

            
	 	
              Title:  
                Vice President and

                         
                Treasurer

            
	 	 


    

    


    
      	
              UNION
                ELECTRIC COMPANY,

               

            
	
              by

            
	
               

            	 
              /s/ Jerre E.
              Birdsong           
              
	 	
              Name:
                Jerre E. Birdsong

            
	 	
              Title:  
                Vice President and

                         
                Treasurer

            
	 	 


    

    


    
      	
              CENTRAL
                ILLINOIS PUBLIC SERVICE COMPANY,

               

            
	
              by

            
	
               

            	 
              /s/ Jerre E. Birdsong       
               
	 	
              Name:
                Jerre E. Birdsong

            
	 	
              Title:  
                Vice President and

                         
                Treasurer

            
	 	 


    

    


    
      	
              CENTRAL
                ILLINOIS LIGHT COMPANY,

               

            
	
              by

            
	
               

            	 
              /s/ Jerre E.
              Birdsong         
              
	 	
              Name:
                Jerre E. Birdsong

            
	 	
              Title:  
                Vice President and

                         
                Treasurer

            
	 	 


    

     

    
      SIGNATURE
        PAGE TO 

      AMEREN
        CORPORATION 

      AMENDED
        AND RESTATED FIVE-YEAR REVOLVING CREDIT AGREEMENT

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    
      	
              AMEREN
                ENERGY GENERATING COMPANY,

               

            
	
              by

            
	
               

            	 
              /s/ Jerre E. Birdsong        
              
	 	
              Name:
                Jerre E. Birdsong

            
	
               

            	
              Title:  
                Vice President and

                         
                Treasurer

            
	 	 


    

    


    
      	
              ILLINOIS
                POWER COMPANY,

               

            
	
              by

            
	
               

            	 
              /s/ Jerre E.
              Birdsong        
	 	
              Name: Jerre
                E. Birdsong

            
	 	
              Title:   Vice
                President and

                          Treasurer

            
	 	 


    

    


    SIGNATURE
      PAGE TO 

    AMEREN
      CORPORATION 

    AMENDED
      AND RESTATED FIVE-YEAR REVOLVING CREDIT AGREEMENT

    
       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

    

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

                   

                
	
                  by

                
	
                   

                	 
                  /s/ David
                  Barton                 
                   
	 	
                  Name:
                    David Barton

                
	 	
                  Title:  
                    Associate Director

                
	 	 


        

        


        
          SIGNATURE
            PAGE TO 

          AMEREN
            CORPORATION 

          AMENDED
            AND RESTATED FIVE-YEAR REVOLVING CREDIT AGREEMENT

        

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        LENDER: 
          The Bank of New York

        
          	
                                                                                              
                    by

                
	
                   

                	  /s/
                  Raymond J. Palmer         
                  
	 	
                  Name: 
                    Raymond J. Palmer

                
	 	
                  Title:   
                    Vice President

                
	 	 


        

         

        
          LENDER: 
            The Bank of Tokyo - Mitsubishi UFJ, Ltd.

                            
            Chicago Branch

          
            	
                                                                                                
                      by

                  
	
                     

                  	  /s/ Tsuguyuki
                    Umene         
                     
	 	
                    Name: Tsuguyuki
                      Umene

                  
	 	
                    Title:   Deputy
                      General Manager

                  
	 	 



            LENDER: 
              BNP Paribas

            
              	
                                                                                                  
                        by

                    
	
                       

                    	  /s/ Mark
                      A. Renaud         
                       
	 	
                      Name: Mark
                        A. Renaud

                    
	 	
                      Title:   Managing
                        Director

                    
	 	 

 

          

          
            
              	
                                                                                                  
                        by

                    
	
                       

                    	  /s/ Dan
                      Cozine         
                               
	 	
                      Name: Dan
                        Cozine

                    
	 	
                      Title:   Managing
                        Director

                    
	 	 


            

          

           

          
            LENDER:  CITIBANK
              N.A.

            
              	
                                                                                                  
                        by

                    
	
                       

                    	  /s/
                      Dhaya Ranganathan     
	 	
                      Name 
                        Dhaya Ranganathan

                    
	 	
                      Title:   Director

                    
	 	 


            

             

            
              LENDER: COMMERCE
                BANK, N.A.

              
                	
                                                                                                    
                          by

                      
	
                         

                      	  /s/ Douglas
                        P. Best          
                         
	 	
                        Name: 
                          Douglas P. Best

                      
	 	
                        Title:   
                          Vice President

                      
	 	 


              

            

             

            
              
                LENDER: HSBC
                  Bank USA, National Association

                
                  	
                                                                                                      
                            by

                        
	
                           

                        	  /s/ Jennifer
                          Diedzic            
	 	
                          Name: 
                            Jennifer Diedzic

                        
	 	
                          Title:   
                            Assistant Vice President

                        
	 	 


                

              

               

            

            
              LENDER: 
                Fifth Third Bank, a Michigan Banking Corp.

              
                	
                                                                                                    
                          by

                      
	
                         

                      	  /s/
                        Robert M. Sander         
                        
	 	
                        Name: 
                          Robert M. Sander

                      
	 	
                        Title:   
                          Vice President

                      
	 	 


              

            

             

            
              LENDER: 
                LEHMAN BROTHERS BANK, FSB

              
                	
                                                                                                    
                          by

                      
	
                         

                      	  /s/
                        Gary
                        Taylor                 
                         
	 	
                        Name: 
                          Gary Taylor

                      
	 	
                        Title:   
                          Senior Vice President

                      
	 	 


              

            

             

            
              LENDER: 
                MELLON BANK, N.A.

              
                	
                                                                                                    
                          by

                      
	
                         

                      	  /s/
                        Mark W. Rogers         
                         
	 	
                        Name: 
                          Mark W. Rogers

                      
	 	
                        Title:   
                          Vice President

                      
	 	 


              

            

             

            
              LENDER: 
                National City Bank of the Midwest

              
                	
                                                                                                    
                          by

                      
	
                         

                      	  /s/
                        Eric
                        Hartman               
                         
	 	
                        Name: 
                          Eric Hartman

                      
	 	
                        Title:   
                          Vice President

                      
	 	 


              

            

             

            
              LENDER: 
                The Northern Trust Company

              
                	
                                                                                                    
                          by

                      
	
                         

                      	  /s/
                        Peter J.
                        Hallan               
                        
	 	
                        Name: 
                          Peter J. Hallan

                      
	 	
                        Title:   
                          Vice President

                      
	 	 


              

               

              
                LENDER: 
                  UBS Loan Finance LLC

                
                  	
                                                                                                      
                            by

                        
	
                           

                        	  /s/
                          Richard L. Tavrow        
                          
	 	
                          Name: 
                            Richard L. Tavrow

                        
	 	
                          Title:   
                            Director

                                      
                            Banking Products

                                      
                            Services, US

                        
	 	 


                

              

               

              
                
                  	
                                                                                                      
                            by

                        
	
                           

                        	  /s/
                          Christopher M. Aitkin   
	 	
                          Name: 
                            Christopher M. Aitkin

                        
	 	
                          Title:   
                            Associate Director

                                      
                            Banking Products

                                      
                            Services, US

                        
	 	 


                

              

               

              
                LENDER: 
                  UMB Bank, N.A.

                
                  	
                                                                                                      
                            by

                        
	
                           

                        	  /s/
                          Cecil G. Wood     
                                   
	 	
                          Name: 
                            Cecil G. Wood

                        
	 	
                          Title:   
                            Executive Vice President

                        
	 	 


                

              

               

              
                LENDER: 
                  U.S. Bank National Association

                
                  	
                                                                                                      
                            by

                        
	
                           

                        	  /s/
                          Karen Meyer     
                                     
                          
	 	
                          Name: 
                            Karen Meyer

                        
	 	
                          Title:   
                            Vice President

                        
	 	 


                

                 

                
                  LENDER:  Wachovia
                    Bank, National Association

                  
                    	
                                                                                                        
                              by

                          
	
                             

                          	  /s/
                            Shawn
                            Young           
                             
	 	
                            Name: 
                              Shawn Young

                          
	 	
                            Title:   
                              Vice President

                          
	 	 


                  

                

                 

                
                  LENDER: 
                    WILLIAM STREET COMMITMENT

                                    
                    CORPORATION (Recourse only to assets of

                                    
                    William Street Commitment Corporation)

                  
                    	
                                                                                                        
                              by

                          
	
                             

                          	  /s/
                            Mark
                            Walton            
                             
	 	
                            Name: 
                              Mark Walton

                          
	 	
                            Title:   
                              Assistant Vice
                              President

                          

____________________

                

                *
                  For
                  Lenders requiring an additional signature.

                SIGNATURE
                  PAGE TO

                AMEREN
                  CORPORATION

                AMENDED
                  AND RESTATED FIVE-YEAR REVOLVING CREDIT
                  AGREEMENT

              

            

          

        

      

    

    
      
        
          
            
              
                

              

            

            
              
              

            

            COMMITMENT
              SCHEDULE

            


          

        

      

    

    
      COMMITMENT
        SCHEDULE TO 

      FIVE-YEAR
        REVOLVING CREDIT AGREEMENT

       

      
        	
                Lender

              	
                Commitment

              	 
	
                JPMorgan
                  Chase Bank, N.A.

              	
                $

              	
                100,000,000.00

              	 
	
                Barclays
                  Bank PLC

              	 	
                100,000,000.00

              	 
	
                Lehman
                  Brothers Bank, FSB

              	 	
                100,000,000.00

              	 
	
                Citibank,
                  N.A.

              	 	
                82,500,000.00

              	 
	
                The
                  Bank of New York

              	 	
                82,500,000.00

              	 
	
                BNP
                  Paribas

              	 	
                82,500,000.00

              	 
	
                The
                  Bank of Tokyo-Mitsubishi, Ltd., Chicago Branch

              	 	
                73,000,000.00

              	 
	
                UBS
                  Loan Finance LLC

              	 	
                73,000,000.00

              	 
	
                US
                  Bank

              	 	
                73,000,000.00

              	 
	
                Wachovia
                  Bank, N.A.

              	 	
                73,000,000.00

              	 
	
                William
                  Street Commitment Corporation

              	 	
                73,000,000.00

              	 
	
                HSBC
                  Bank USA, National Association

              	 	
                65,000,000.00

              	 
	
                Fifth
                  Third Bank

              	 	
                40,000,000.00

              	 
	
                Mellon
                  Bank, N.A.

              	 	
                40,000,000.00

              	 
	
                The
                  Northern Trust Company

              	 	
                36,000,000.00

              	 
	
                Commerce
                  Bank, N.A.

              	 	
                20,000,000.00

              	 
	
                National
                  City Bank of the Midwest

              	 	
                20,000,000.00

              	 
	
                UMB
                  Bank, N.A.

              	 	
                16,500,000.00

              	 
	 	 	 	 
	
                Aggregate
                  Commitment

              	
                $

              	
                1,150,000,000.00

              	 


      

      


      


      
        
          1

        

        
          
          

          
            

          

        

        
          
          

        

      

LC
      COMMITMENT SCHEDULE

      LC
        COMMITMENT SCHEDULE TO

       

      FIVE-YEAR
        REVOLVING CREDIT AGREEMENT

       

      


       

      


       

      
        	
                Issuing
                  Bank

              	 	
                LC
                  Commitment

              	 
	
                JPMorgan
                  Chase Bank, N.A.

              	
                $

              	
                575,000,000.00

              	 
	
                Barclays
                  Bank PLC

              	 	
                575,000,000.00

              	 


      

      


       

      
        
          1

        

        
          
          

          
            

          

        

        
          
          

        

      

PRICING
      SCHEDULE
      PRICING
        SCHEDULE

       

      


      
        	
                 

                Applicable
                  Margin or Fee

                 

              	
                 

                Level

                I

                Status

                 

              	
                 

                Level

                II

                Status

                 

              	
                 

                Level

                III

                Status

                 

              	
                 

                Level

                IV

                Status

                 

              	
                 

                Level

                V

                Status

                 

              	
                 

                Level

                VI

                Status

                 

              
	
                 

                LIBOR

                 Spread/LC

                 Participation

                 Fee
                  (when

                 Usage
                  ≤ 

                50.0%)

              	
                 

                0.180%

                 

              	
                 

                0.220%

                 

              	
                 

                0.350%

                 

              	
                 

                0.425%

                 

              	
                 

                0.500%

                 

              	
                 

                0.800%

                 

              
	
                 

                ABR
                  Spread 

                (when
                  Usage ≤ 

                50.0%)

              	
                 

                0.000%

                 

              	
                 

                0.000%

                 

              	
                 

                0.000%

                 

              	
                 

                0.000%

                 

              	
                 

                0.000%

                 

              	
                 

                0.000%

                 

              
	
                 

                LIBOR
                  

                Spread/LC
                  

                Participation
                  

                Fee
                  (when 

                Usage
                  > 

                50.0%)

              	
                 

                0.280%

                 

              	
                 

                0.320%

                 

              	
                 

                0.450%

                 

              	
                 

                0.525%

                 

              	
                 

                0.600%

                 

              	
                 

                1.050%

                 

              
	
                 

                ABR
                  Spread 

                (when
                  Usage >

                 50.0%)

              	
                 

                0.000%

                 

              	
                 

                0.000%

                 

              	
                 

                0.000%

                 

              	
                 

                0.000%

                 

              	
                 

                0.000%

                 

              	
                 

                0.050%

                 

              
	
                 

                Facility
                  Fee

                 

              	
                 

                0.070%

                 

              	
                 

                0.080%

                 

              	
                 

                0.100%

                 

              	
                 

                0.125%

                 

              	
                 

                0.150%

                 

              	
                 

                0.200%

                 

              


      

      


      “Level
        I
        Status” exists at any date if, on such date, the applicable Borrower’s Moody’s
        Rating is A2 or better or the applicable Borrower’s S&P Rating is A or
        better.

       

      “Level
        II
        Status” exists at any date if, on such date, (i) the applicable Borrower has not
        qualified for Level I Status and (ii) the applicable Borrower’s Moody’s Rating
        is A3 or better or the applicable Borrower’s S&P Rating is A- or
        better.

       

      “Level
        III Status” exists at any date if, on such date, (i) the applicable Borrower has
        not qualified for Level I Status or Level II Status and (ii) the applicable
        Borrower’s Moody’s Rating is Baa1 or better or the applicable Borrower’s S&P
        Rating is BBB+ or better.

       

      “Level
        IV
        Status” exists at any date if, on such date, (i) the applicable Borrower has not
        qualified for Level I Status, Level II Status or Level III Status and (ii)
        the
        applicable Borrower’s Moody’s Rating is Baa2 or better or the applicable
        Borrower’s S&P Rating is BBB or better.

       

       

      
        
          1

        

        
          
          

          
            

          

        

        
          
          

        

      

      
        “Level
          V
          Status” exists at any date if, on such date, (i) the applicable Borrower has not
          qualified for Level I Status, Level II Status, Level III Status or Level
          IV
          Status and (ii) the applicable Borrower’s Moody’s Rating is Baa3 or better or
          the applicable Borrower’s S&P Rating is BBB- or better.

      

       

      “Level
        VI
        Status” exists at any date if, on such date, the applicable Borrower has not
        qualified for Level I Status, Level II Status, Level III Status, Level IV
        Status, or Level V Status.

       

      “Moody’s
        Rating” means, at any time, one of the following three ratings (in the order in
        which they are to be referenced based on availablity): (i) the public rating
        issued by Moody’s Investors Service, Inc. (“Moody’s”) and then in effect with
        respect to the applicable Borrower’s senior unsecured long-term debt securities
        without third-party credit enhancement, (ii) the public rating issued by
        Moody’s
        and then in effect with respect to the applicable Borrower’s Obligations under
        this Agreement without third-party credit enhancement or (iii) the rating
        one
        level below the rating issued by Moody’s and then in effect with respect to the
        applicable Borrower’s senior secured long-term debt or first mortgage bond
        obligations (in each case, without third-party credit enhancement).

       

      “S&P
        Rating” means, at any time, one of the following three ratings (in the order in
        which they are to be referenced based on availability): (i) the public rating
        issued by Standard and Poor’s Rating Services (“S&P”) and then in effect
        with respect to the applicable Borrower’s senior unsecured long-term debt
        securities without third-party credit enhancement, (ii) the public rating
        issued
        by S&P and then in effect with respect to the applicable Borrower’s
        Obligations under this Agreement without third-party credit enhancement or
        (iii)
        the rating one level below the rating issued by S&P and then in effect with
        respect to the applicable Borrower’s senior secured long-term debt or first
        mortgage bond obligations (in each case, without third-party credit
        enhancement).

       

      “Status”
        means Level I Status, Level II Status, Level III Status, Level IV Status,
        Level
        V Status or Level IV Status.

       

      “Usage”
        refers to the Aggregate Outstanding Credit Exposure on any date expressed
        as a
        percentage of the Aggregate Commitment on such date.

       

      The
        Applicable Margin shall be determined in accordance with the foregoing table
        based on the applicable Borrower’s Status as determined from its then-current
        Moody’s Rating and S&P Rating. The Applicable Fee Rate shall be determined
        (a) with respect to Facility Fees, in accordance with the foregoing table
        based
        on the Company’s Status as determined from its then-current Moody’s Rating and
        S&P Rating and (b) with respect to LC Participation Fees, in accordance with
        the foregoing table based on the applicable Borrower’s Status as determined from
        its then-current Moody’s Rating and S&P Rating. The credit rating in effect
        on any date for the purposes of this Schedule is that in effect at the close
        of
        business on such date. If at any time any Borrower has no Moody’s Rating or no
        S&P Rating, Level VI Status shall exist with respect to such
        Borrower.

       

      
        
          2

        

        
          
          

          
            

          

        

        
          
          

        

      

      If
        the
        Company or the applicable Borrower is split-rated and the ratings differential
        is one level, then each rating agency will be deemed to have a rating in
        the
        higher level. If the Company or the applicable Borrower is split-rated and
        the
        ratings differential is two levels or more, then each rating agency will
        be
        deemed to have a rating one level above the lower rating, unless either rating
        is below BB+ or unrated (in the case of S&P) or below Ba1 or unrated (in the
        case of Moody’s), in which case each rating agency will be deemed to have a
        rating in the lower level.

       

       

      
        
          3

        

        
          
          

          
            

          

        

        
          
          

        

      


      SCHEDULE
        1

      

         

        SCHEDULE
          1

         

        SUBSIDIARIES

        (See
          Section 5.8)

        


        


        
          	 	
                   

                  Subsidiary

                	
                  Jurisdiction
                    of

                  Organization

                	
                  Owned

                  By

                	
                  Percent

                  Ownership

                
	 	 	 	 	 
	
                  1.

                	
                  Union
                    Electric Company

                	
                  Missouri

                	
                  Ameren
                    Corporation

                	
                  100%

                
	 	 	 	 	 
	
                  2.

                	
                  Central
                    Illinois Public 

                  Service
                    Company

                	
                  Illinois

                	
                  Ameren
                    Corporation

                	
                  100%

                
	 	 	 	 	 
	
                  3.

                	
                  CIPSCO
                    Investment 

                  Company

                	
                  Illinois

                	
                  Ameren
                    Corporation

                	
                  100%

                
	 	 	 	 	 
	
                  4.

                	
                  Ameren
                    Energy, Inc.

                	
                  Missouri

                	
                  Ameren
                    Corporation

                	
                  100%

                
	 	 	 	 	 
	
                  5.

                	
                  Ameren
                    Services Company

                	
                  Missouri

                	
                  Ameren
                    Corporation

                	
                  100%

                
	 	 	 	 	 
	
                  6.

                	
                  Ameren
                    Illinois Transmission Company

                	
                  Illinois

                	
                  Ameren
                    Corporation

                	
                  100%

                
	 	 	 	 	 
	
                  7.

                	
                  Energy
                    Risk Assurance

                  Company

                	
                  Vermont

                	
                  Ameren
                    Corporation

                	
                  100%

                
	 	 	 	 	 
	
                  8.

                	
                  Ameren
                    Community 

                  Development
                    Company,

                  LLC

                	
                  Missouri

                	
                  Union
                    Electric Company

                	
                  100%

                
	 	 	 	 	 
	
                  9.

                	
                  Ameren
                    Development

                  Company

                	
                  Missouri

                	
                  Ameren
                    Corporation

                	
                  100%

                
	 	 	 	 	 
	
                  10.

                	
                  Ameren
                    Energy

                  Resources
                    Company

                	
                  Illinois

                	
                  Ameren
                    Corporation

                	
                  100%

                
	 	 	 	 	 
	
                  11.

                	
                  AmerenEnergy
                    Medina 

                  Valley
                    Cogen (No. 4) L.L.C. 

                	
                  Illinois

                	
                  Ameren
                    Energy Development Company

                	
                  100%

                
	 	 	 	 	 
	
                  12.

                	
                  AmerenEnergy
                    Medina 

                  Valley
                    Cogen (No. 2), L.L.C.

                	
                  Illinois

                	
                  AmerenEnergy
                    Medina Valley Cogen (No. 4) L.L.C.

                	
                  100%

                
	 	 	 	 	 
	
                  13.

                	
                  AmerenEnergy
                    Medina

                	
                  Illinois

                	
                  AmerenEnergy
                    Medina Valley

                	
                  100%

                
	 	
                  Operations,
                    L.L.C.

                	 	
                  Cogen
                    (No. 4) L.L.C.

                	 
	 	 	 	 	 
	
                  14.

                	
                  AmerenEnergy
                    Medina

                  Valley
                    Cogen, L.L.C.

                	
                  Illinois

                	
                  AmerenEnergy
                    Medina Valley

                  Cogen
                    (No. 2) L.L.C.

                	
                  100%

                
	 	 	 


        

         

        
 

        
          
            1

          

          
            
            

            
              

            

          

          
            
            

          

        

        
 

        
          	 	 	 	 	 
	
                  15.

                	
                  Electric
                    Energy, Inc.

                	
                  Illinois

                	
                  Union
                    Electric Company

                  Ameren
                    Energy Development Company

                	
                  40%

                
	 	 	 	
                  40%

                
	 	 	 	 	 
	 	
                  a. Joppa
                    & Eastern

                  Railroad
                    Company

                	
                  Illinois

                	
                  Electric
                    Energy, Inc.

                	
                  100%

                
	 	 	 	 
	 	 	 	 	 
	 	
                  b. Met-South,
                    Inc.

                	
                  Illinois

                	
                  Electric
                    Energy, Inc.

                	
                  100%

                
	 	 	 	 	 
	 	
                  c. Midwest
                    Electric

                  Power,
                    Inc.

                	
                  Illinois

                	
                  Electric
                    Energy, Inc.

                	
                  100%

                
	 	 	 	 
	 	 	 	 	 
	 	
                  d. Joppa
                    Generating

                  Station
                    LLC 

                	
                  Illinois

                	
                  Electric
                    Energy, Inc.

                	
                  100%

                
	 	 	 	 
	 	 	 	 	 
	 	
                  e. Massac
                    Enterprises,

                  LLC

                	
                  Illinois

                	
                  Electric
                    Energy, Inc.

                	
                  100%

                
	 	 	 	 
	 	 	 	 	 
	
                  16.

                	
                  Union
                    Electric Development Corporation

                	
                  Missouri

                	
                  Union
                    Electric Company

                	
                  100%

                
	 	 	 	 	 
	
                  17.

                	
                  Illinois
                    Materials Supply Co.

                	
                  Illinois

                	
                  Ameren
                    Energy Development Company

                	
                  100%

                
	 	 	 	 	 
	
                  18.

                	
                  Ameren
                    Energy Marketing

                  Company

                	
                  Illinois

                	
                  Ameren
                    Energy Development

                  Company

                	
                  100%

                
	 	 	 
	 	 	 	 	 
	
                  19.

                	
                  Ameren
                    Energy

                  Development
                    Company

                	
                  Illinois

                	
                  Ameren
                    Energy Resources

                  Company

                	
                  100%

                
	 	 	 
	 	 	 	 	 
	
                  20.

                	
                  Ameren
                    Energy Generating

                  Company

                	
                  Illinois

                	
                  Ameren
                    Energy Development

                  Company

                	
                  100%

                
	 	 	 
	 	 	 	 	 
	
                  21.

                	
                  Coffeen
                    and Western 

                  Railroad
                    Company

                	
                  Illinois

                	
                  Ameren
                    Energy Generating

                  Company

                	
                  100%

                
	 	 	 
	 	 	 	 	 
	
                  22.

                	
                  Ameren
                    Energy Fuels and

                  Services
                    Company

                	
                  Illinois

                	
                  Ameren
                    Energy Development

                  Company

                	
                  100%

                
	 	 	 
	 	 	 	 	 
	
                  23.

                	
                  Ameren
                    Energy 

                  Communications,
                    Inc.

                	
                  Missouri

                	
                  Ameren
                    Development Company

                	
                  100%

                
	 	 	 	 
	 	 	 	 	 
	
                  24.

                	
                  Ameren
                    ERC, Inc.

                	
                  Missouri

                	
                  Ameren
                    Development Company

                	
                  100%

                
	 	 	 	 	 
	
                  25.

                	
                  Missouri
                    Central Railroad

                  Company

                	
                  Delaware

                	
                  Ameren
                    ERC, Inc.

                	
                  100%

                
	 	 	 	 
	 	 	 	 	 
	
                  26.

                	
                  Gateway
                    Energy Systems,

                	
                  Missouri

                	
                  Ameren
                    ERC, Inc.

                	
                  89.1%

                
	 	
                  L.C.

                	 	 	 


        

        


        
          
            
            

          

          
            2

            
              

            

          

          
            
            

          

        


        
 

        
          	 	 	 	 	 
	
                  27.

                	
                  Gateway
                    Energy WGK

                  Project,
                    L.L.C.

                	
                  Illinois

                	
                  Gateway
                    Energy Systems, L.C.

                	
                  89.1%

                
	 	 	 	 
	 	 	 	 	 
	
                  28.

                	
                  CIPS
                    Energy, Inc.

                	
                  Illinois

                	
                  Central
                    Illinois Public Service

                  Company

                	
                  100%

                
	 	 	 	 
	 	 	 	 	 
	
                  29.

                	
                  CIPSCO
                    Venture

                  Company

                	
                  Illinois

                	
                  CIPSCO
                    Investment Company

                	
                  100%

                
	 	 	 	 
	 	 	 	 	 
	
                  30.

                	
                  CIPSCO
                    Securities

                	
                  Illinois

                	
                  CIPSCO
                    Investment Company

                	
                  100%

                
	 	
                  Company

                	 	 	 
	 	 	 	 	 
	
                  31.

                	
                  CIPSCO
                    Leasing Company

                	
                  Illinois

                	
                  CIPSCO
                    Investment Company

                	
                  100%

                
	 	 	 	 	 
	
                  32.

                	
                  CIPSCO
                    Energy Company

                	
                  Illinois

                	
                  CIPSCO
                    Investment Company

                	
                  100%

                
	 	 	 	 	 
	
                  33.

                	
                  CLC
                    Aircraft Leasing Co.

                	
                  Illinois

                	
                  CIPSCO
                    Leasing Company

                	
                  100%

                
	 	 	 	 	 
	
                  34.

                	
                  CLC
                    Leasing Co. A

                	
                  Illinois

                	
                  CIPSCO
                    Leasing Company

                	
                  100%

                
	 	 	 	 	 
	
                  35.

                	
                  CEC-ACLP-Co.

                	
                  Illinois

                	
                  CIPSCO
                    Energy Company

                	
                  100%

                
	 	 	 	 	 
	
                  36.

                	
                  Cowboy
                    Railroad Development Company

                	
                  Arkansas

                	
                  Ameren
                    Energy Fuels and Services Company

                	
                  70.97%

                
	 	 	 	 	 
	
                  37.

                	
                  AFS
                    Development

                  Company,
                    LLC

                	
                  Illinois

                	
                  Ameren
                    Energy Fuels and

                  Services
                    Company

                	
                  100%

                
	 	 	 
	 	 	 	 	 
	
                  38.
                    

                	
                  Central
                    Illinois Light Company

                	
                  Illinois

                	
                  CILCORP
                    Inc.

                	
                  100%

                
	 	 	 	 	 
	
                  39.

                	
                  CILCO
                    Exploration and Development Co.

                	
                  Illinois

                	
                  Central
                    Illinois Light Company

                	
                  100%

                
	 	 	 	 	 
	 	 	 	 	 
	
                  40.

                	
                  CILCO
                    Energy Corporation

                	
                  Illinois

                	
                  Central
                    Illinois Light Company

                	
                  100%

                
	 	 	 	 	 
	
                  41.

                	
                  CIM
                    Energy Investment Inc.

                	
                  Illinois

                	
                  CILCORP
                    Inc.

                	
                  100%

                
	 	 	 	 	 
	
                  42

                	
                  CILCORP
                    Lease 

                  Management
                    LLC

                	
                  Delaware

                	
                  Ameren
                    Energy Resources 

                  Company

                	
                  100%

                
	 	 	 
	 	 	 	 	 
	
                  43.

                	
                  CLM
                    LLC - VIII

                	
                  Delaware

                	
                  Ameren
                    Energy Resources

                  Company

                	
                  100%

                
	 	 	 	 
	 	 	 	 	 
	
                  44.

                	
                  CLM
                    LLC - VII

                	
                  Delaware

                	
                  Ameren
                    Energy Resources

                  Company

                	
                  100%

                
	 	 	 	 
	 	 	 	 	 
	
                  45.

                	
                  QST
                    Enterprises Inc.

                	
                  Illinois

                	
                  CILCORP
                    Inc.

                	
                  100%

                
	 	 	 	 	 
	
                  46.

                	
                  QST
                    Energy Inc.

                	
                  Illinois

                	
                  QST
                    Enterprises Inc. 

                	
                  100%

                


        

        


        
          
            
            

          

          
            3

            
              

            

          

          
            
            

          

        


        


        
          	 	 	 	 	 
	
                  47.

                	
                  QST
                    Energy Trading Inc.

                	
                  Illinois

                	
                  QST
                    Energy Inc.

                	
                  100%

                
	 	 	 	 	 
	
                  48.

                	
                  CILCORP
                    Infraservices

                  Inc.

                	
                  Illinois

                	
                  QST
                    Enterprises Inc.

                	
                  100%

                
	 	 	 	 	 
	
                  49.

                	
                  QST
                    Inc.

                	
                  Illinois

                	
                  QST
                    Enterprises Inc.

                	
                  100%

                
	 	 	 	 	 
	
                  50

                	
                  ESE
                    Land Corporation

                	
                  Illinois

                	
                  QST
                    Enterprises Inc.

                	
                  100%

                
	 	 	 	 	 
	
                  51.

                	
                  Savannah
                    Resources 

                  Corp.

                	
                  California

                	
                  ESE
                    Land Corporation

                	
                  100%

                
	 	 	 	 	 
	
                  52.

                	
                  ESE
                    Placentia 

                  Development
                    Corporation

                	
                  Illinois

                	
                  ESE
                    Land Corporation

                	
                  100%

                
	 	 	 	 	 
	
                  53.

                	
                  CILCORP
                    Venture Inc.

                	
                  Illinois

                	
                  CILCORP
                    Inc.

                	
                  100%

                
	 	 	 	 	 
	
                  54.

                	
                  CILCORP
                    Energy

                  Services
                    Inc.

                	
                  Illinois

                	
                  CILCORP
                    Venture Inc.

                	
                  100%

                
	 	 	 	 	 
	
                  55.

                	
                  Agricultural
                    Research

                  &
                    Development Corp.

                	
                  Illinois

                	
                  CILCORP
                    Venture Inc.

                	
                  80%

                
	 	 	 	 
	 	 	 	 	 
	
                  56.

                	
                  Illinois
                    Power Company

                	
                  Illinois

                	
                  Ameren
                    Corporation

                	
                  100%

                
	 	 	 	 	 
	
                  57.

                	
                  IP
                    Gas Supply Company

                	
                  Illinois

                	
                  Illinois
                    Power Company

                	
                  100%

                
	 	 	 	 	 
	
                  58.

                	
                  Illinois
                    Power Transmission

                  Company,
                    LLC

                	
                  Delaware

                	
                  Illinois
                    Power Company

                	
                  100%

                
	 	 	 	 
	 	 	 	 	 
	
                  59.

                	
                  Illinois
                    Power Securitization

                  Limited
                    Liability Company

                	
                  Delaware

                	
                  Illinois
                    Power Company

                	
                  100%

                
	 	 	 	 
	 	 	 	 	 
	
                  60.

                	
                  Illinois
                    Power Special Purpose

                  Trust

                	
                  Delaware

                	
                  Illinois
                    Power Securitization

                  Limited
                    Liability Company

                	
                  100%

                
	 	 	 
	 	 	 	 	 
	
                  61.
                    

                	
                  Illinois
                    Power Financing I

                	
                  Delaware

                	
                  Illinois
                    Power Company

                	
                  100%

                
	 	 	 	 	 
	
                  62.
                    

                	
                  Illinois
                    Power Financing II

                	
                  Delaware

                	
                  Illinois
                    Power Company

                	
                  100%

                


        

        


      

       


      


      
        
          4

        

        
          
          

          
            

          

        

        
          
          

        

      

SCHEDULE
      2
      


      


      SCHEDULE
        2

      


      LIENS

      (see
        Section 6.13.5)

      


      None

      


      
        
          1

        

        
          
          

          
            

          

        

        
          
          

        

      

SCHEDULE
      3

      SCHEDULE
        3

      


      RESTRICTIVE
        AGREEMENTS

      (see
        Section 6.16)

      


      


      


      Following
        are the agreements or other arrangements existing as of the effective date
        of
        the Amended and Restated Five-Year Revolving Credit Agreement dated as of
        July
        14, 2006, (the “Agreement”), among the Company, the Borrowing Subsidiaries, the
        lending institutions identified therein as Lenders and JPMorgan Chase Bank,
        as
        Administrative Agent and provisions, that prohibit, restrict or impose any
        condition upon the ability of the Company or 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
        such Borrower or any other Subsidiary of such Borrower, or (iii) to make
        loans
        or advances or other Investments in such Borrower or any other Subsidiary
        of
        such Borrower. The following list does not include restrictions and conditions
        imposed by law or by the above-referenced Agreement. Terms defined in the
        above-referenced Agreement are used herein with the same meanings.

      


      Union
        Electric

      


      Union
        Electric Subordinated Deferrable Interest Debentures 7.69% Series A due 2036:
        Dividend Restriction. If Union Electric exercises its right to extend the
        interest payment period on the debentures, Union Electric may not, during
        any
        such extension period, declare or pay any dividend on, or redeem, purchase,
        acquire or make a liquidation payment with respect to, any of its capital
        stock
        or make any guarantee payments with respect to the foregoing.

      


      CIPS

      


      CIPS
        Restated Articles of Incorporation: Dividend Restriction. So long as any
        shares
        of the Cumulative Preferred Stock of CIPS are outstanding, dividends on CIPS’
common stock are restricted at any time when the ratio of common stock equity
        to
        total capitalization is not in excess of 25 percent.

      CIPS
        Indenture of Mortgage dated October 1, 1941, as supplemented and amended:
        Dividend Restriction. So long as any of the present First Mortgage Bonds
        issued
        under this indenture are outstanding, no dividends may be declared or paid
        on
        CIPS’ common stock, unless during the period from December 31, 1940 to the date
        of payment of such dividends, the amounts expended by CIPS for maintenance
        and
        repairs, plus the amounts provided for depreciation of the mortgaged properties,
        plus the accumulations to earned surplus shall be at least equal to the amount
        required to be expended by CIPS during such period for the purposes specified
        in
        Section 1 of Article VII of this indenture.

      


      Genco

      


      Genco
        Indenture dated November 1, 2000, as supplemented: Restricted/Conditional
        Payments. So long as any senior notes are outstanding, (a) if Genco’s Senior
        Debt Service Coverage Ratio calculated on a Pro-Forma Basis (both as defined
        in
        Article I of this indenture) is below 1.75 to 1.0 for the most recently ended
        four fiscal quarters prior to the date of measurement or, based on projections
        prepared by Genco, below 1.75 to 1.0 (or 1.50 to 1.0 under circumstances
        described in Section 3.11(b) of this indenture) for any of the succeeding
        four
        six-month periods from the month including the date of measurement, Genco
        may
        not (i) pay dividends on or redeem or repurchase its capital stock or (ii)
        make
        payments of principal or interest on any subordinated indebtedness Genco
        has
        issued except for Genco’s $552 million promissory note with CIPS dated May 1,
        2000 unless any such redemption or repurchase of capital stock or subordinated
        indebtedness is paid from proceeds received from the concurrent issuance
        of
        capital stock or other subordinated indebtedness, and (b) Genco may


       

       

       

      
        
          1

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      not
        make
        any principal payment on the $552 million promissory note with CIPS other than
        the final payment due upon maturity if Genco does not have sufficient Available
        Cash (as defined in Article I of this indenture) to do so. There are no
        restrictions or conditions in the Indenture limiting Genco’s ability to make
        repayments of borrowings under, or investments in, the Company’s Non-utility
        Money Pool Agreement.

      


      CILCORP

      


      CILCORP
        (as successor to Midwest Energy, Inc.) Indenture dated as of October 18,
        1999,
        as supplemented and/or amended: Limitation on Distributions. CILCORP shall
        not
        make or pay any dividend, distribution or payment (including by way of
        redemption, repurchase, retirement, return or repayment) in respect of shares
        of
        its capital stock to any of its shareholders unless there exists no event
        of
        default under the indenture and no such event of default will result from
        the
        making of such distribution, and either (a) at the time and as a result of
        making such distribution CILCORP’s leverage ratio does not exceed 0.67:1 and
        CILCORP’s interest coverage ratio is not less than 2.2:1, or (b) if CILCORP is
        not in compliance with the ratios described in clause (a) above, its senior
        long-term debt ratings are at least BB+ from S&P, Baa2 from Moody’s and BBB
        from Fitch, Inc.

      CILCORP
        (as successor to Midwest Energy, Inc.) Indenture dated as of October 18,
        1999,
        as supplemented and/or amended: Limitation on Intercompany Loans. CILCORP
        shall
        not make any intercompany loan to The AES Corporation or any of its affiliates
        (other than CILCORP or any of its direct or indirect subsidiaries) unless
        there
        exists no event of default under the indenture and no such event of default
        will
        result from the making of such intercompany loan, and either (a) at the time
        and
        as a result of making such intercompany loan CILCORP’s leverage ratio does not
        exceed 0.67:1 and CILCORP’s interest coverage ratio is not less than 2.2:1, or
        (b) if CILCORP is not in compliance with the ratios described in clause (a)
        above, its senior long-term debt ratings are at least BB+ from S&P, Baa2
        from Moody’s and BBB from Fitch, Inc.

      CILCORP
        Pledge Agreement dated as of October 18, 1999, as amended or supplemented:
        Encumbrance on CILCO Common Dividends. Common stock of CILCO is pledged as
        collateral to holders of CILCORP indebtedness issued under the indenture
        referred to above. Also included as collateral are all dividends, cash,
        instruments and other property and proceeds distributed in respect of such
        common stock excluding all cash dividends paid so long as no event of default
        shall have occurred and be continuing. Any and all (i) dividends and other
        distributions (other than cash dividends) received, receivable or otherwise
        distributed in respect of, or in exchange for, any collateral (including
        the
        CILCO common stock) and (ii) cash paid, payable or otherwise distributed
        in
        redemption of, or in exchange for, any collateral, shall be delivered to
        the
        collateral agent under this agreement to hold as collateral.

      


      CILCORP
        By-Laws: Limitation on Intercompany Loans. CILCORP may not make loans or
        advances to its parent or any of its affiliates with the exception of
        subsidiaries of CILCORP. CILCORP also may not acquire obligations or securities
        of its parent or any of its affiliates with the exception of subsidiaries
        of
        CILCORP.

      


      CILCO

      


      CILCO
        Articles of Incorporation: Dividend Restriction. No dividends shall be paid
        on
        CILCO’s common stock if, at the time of declaration, the balance of retained
        earnings does not equal at least two times the annual dividend requirement
        on
        all outstanding shares of preferred stock and amounts to be paid or set aside
        for any sinking fund for the retirement of Class A Preferred Stock of any
        series
        have not been paid or set aside.

      


      IP

      


      IP
        11 1⁄2%
        Mortgage Bonds due 2010: Triggering Events. A “Triggering Event” will occur
        under these bonds if IP declares or pays any dividends or makes any other
        payment or distribution with respect to IP’s common stock, or makes any loan to
        or certain investments in any affiliate other than a subsidiary, unless the
        aggregate amount of such payments, along with other restricted payments defined
        in the related financing documents, do not exceed $5 million in the aggregate,
        or unless a) no default would occur as the result of making such 

       

       

      
        
          2

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      payment,
        b) at the time of, and after giving effect to such payment, IP would be able
        to
        incur additional indebtedness pursuant to a fixed charge coverage ratio test
        set
        forth in the related financing documents, and c) such payment, along with
        all
        other such restricted payments made since the offering date of these bonds
        is
        less than the sum of 50% of consolidated net income of IP since the offering
        of
        these bonds plus net cash proceeds received by IP through equity infusions
        or
        other permitted means. Upon the occurrence of a “Triggering Event,” the holders
        of at least 25% of these bonds will be able to require the redemption of
        these
        bonds at a redemption price equal to 100% of the aggregate principal amount
        plus
        accrued and unpaid interest. IP will not be subject to the “Triggering Events”
described above at any time that these bonds are rated investment grade by
        both
        S&P and Moody’s.

      


      Illinois
        Power Securitization Limited Liability Company - as “Grantee” under Illinois
        Power Special Purpose Trust $864,000,000 Illinois Power Special Purpose Trust
        Transitional Funding Trust Notes, Series 1998-1: Limitation on Intercompany
        Loans. Grantee may not make any loan, advance or certain other investments
        to or
        in any other person.

      


      Illinois
        Power Special Purpose Trust $864,000,000 Illinois Power Special Purpose Trust
        Transitional Funding Trust Notes, Series 1998-1: Dividend Restriction. So
        long
        as any Transitional Funding Trust Notes are outstanding, the Trust shall
        not,
        directly or indirectly, (a) pay any dividend or make any distribution (by
        reduction of capital or otherwise), whether in cash, property, securities
        or a
        combination thereof, to any owner of a beneficial interest in the Trust or
        otherwise with respect to any ownership or equity interest or similar security
        in or of the Trust, (b) redeem, purchase, retire or otherwise acquire for
        value
        any such ownership or equity interest or similar security or (c) set aside
        or
        otherwise segregate any amounts for any such purpose; provided, however,
        that,
        if no event of default shall have occurred and be continuing, the Trust may
        make, or cause to be made, any such distributions to any owner of a beneficial
        interest in the Trust or otherwise with respect to any ownership or equity
        interest or similar security in or of the Trust using funds distributed to
        the
        Trust under certain provisions of the indenture relating to the Transitional
        Funding Trust Notes providing for payment to the Trust of balance of Trust
        accounts after principal of and premium, if any, and interest on all
        Transitional Funding Trust Notes of all series and a number of other amounts
        have been paid, to the extent that such distributions would not cause the
        book
        value of the remaining equity in the Trust to decline below 0.5% of the original
        principal amount of all series of Transitional Funding Trust Notes which
        remain
        outstanding.

      


      Illinois
        Power Special Purpose Trust $864,000,000 Illinois Power Special Purpose Trust
        Transitional Funding Trust Notes, Series 1998-1: Limitation on Intercompany
        Loans. The Trust may not make any loan, advance or certain other investments
        to
        or in any other person.

       

      
        
          3

        

        
          
          

          
            

          

        

        
          
          

        

      

SCHEDULE
      4

      SCHEDULE
        4

      


      REGULATORY
        AUTHORIZATIONS

      (See
        Sections 4.1.6 and 5.18)

      


      The
        Federal Energy Regulatory Commission has issued the following orders under
        the
        Federal Power Act to authorize the incurrence by Union Electric Company (“Union
        Electric”), Central Illinois Public Service Company (“CIPS”), Central Illinois
        Light Company (“CILCO”), Illinois Power Company (“IP”), and Ameren Energy
        Generating Company (“Genco”) of the Indebtedness contemplated by this
        Agreement:

      


      	·  	
              Order
                issued on March 31, 2005 (Docket Nos. ER05-638-000, et al.): grants
                IP
                blanket authorization to issue securities and assume liabilities,
                including borrowing under this Agreement.

            


      


      	·  	
              Letter
                order issued on March 23, 2006 (Docket
                No. ES06-17-000)
                as
                clarified by Order Granting Rehearing issued on May 25, 2006 (Docket
                No.
                ES06-17-001):
                authorizes the incurrence of short-term indebtedness by each of Union
                Electric, Genco, CIPS and CILCO in an aggregate principal amount
                outstanding not to exceed the following amounts for each, subject
                to,
                among other things, the condition that all such indebtedness be issued
                on
                or before March 31, 2008: Union Electric - $1,000,000,000; Genco
                -
                $300,000,000; CIPS - $250,000,000 and CILCO - $250,000,000. This
                letter
                order also authorizes Genco to incur long-term indebtedness in an
                aggregate principal amount outstanding not to exceed
                $500,000,000.

            


       

      
1