Collateral Agency Agreement, dated July 14, 2006


     

    Exhibit
      10.6

    


    COLLATERAL
      AGENCY AGREEMENT

     

    THIS
      COLLATERAL AGENCY AGREEMENT (this "Agreement")
      is made
      and entered into as of July 14, 2006 by AmerenEnergy Resources Generating
      Company, an Illinois corporation (the "Pledgor"),
      in
      favor of The
      Bank
      of New York Trust Company, N. A.,
      as
      collateral agent (the "Collateral
      Agent"),
      for
      the benefit of the Secured Parties (as defined below). 

     

    WHEREAS,
      CILCORP Inc., Central Illinois Public Service Company, Illinois Power Company,
      Central Illinois Light Company and the Pledgor, as borrowers, the lenders party
      thereto (the "Lenders")
      and
      JPMorgan Chase Bank, N.A., as administrative agent (the "Agent"),
      have
      entered into that certain Credit Agreement dated as of July 14, 2006 (as
      amended, amended and restated, supplemented or otherwise modified from time
      to
      time, the "Credit
      Agreement"),
      pursuant to which the Pledgor initially may borrow, and/or request the issuance
      of letters of credit, in an aggregate amount up to $200,000,000;

     

    WHEREAS,
      the terms of the Credit Agreement require that the Pledgor (a) grant to the
      Collateral Agent for the equal and ratable benefit of the Lenders a security
      interest in the Collateral (as defined herein) and (b) execute and deliver
      this
      Agreement and the Mortgages (as defined herein) in order to secure the payment
      and performance by the Pledgor of all of the Credit Obligations (as defined
      herein) of the Pledgor under the Credit Agreement;

     

    WHEREAS,
      the Pledgor may incur additional secured indebtedness from time to time, to
      the
      extent permitted pursuant to the Credit Agreement, that is by its terms to
      be
      equally and ratably secured hereunder with the Credit Obligations ("Additional
      Secured Debt"),
      as
      hereinafter provided (with any holders of Additional Secured Debt from time
      to
      time being herein collectively called "Additional
      Debtholders"
      and with
      all documentation evidencing, or entered into in connection with, any Additional
      Secured Debt, being herein called "Additional
      Debt Documents");
      and


     

    WHEREAS,
      any such Additional Secured Debt issued after the date hereof shall be secured
      equally and ratably with the Credit Obligations, pursuant to a Collateral Agency
      Agreement Supplement substantially in the form of Annex A hereto; and


     

    WHEREAS,
      it is a condition precedent to the commitment of the Lenders under the Credit
      Agreement that the Pledgor shall have executed and delivered to the Collateral
      Agent this Agreement and the Mortgages and it is to the advantage of the Pledgor
      that the Lenders' commitments under the Credit Agreement become
      effective.

     

    NOW,
      THEREFORE, in consideration of the premises, and in order to induce the Lenders
      to make loans and to issue letters of credit for the account of the Pledgor,
      the
      Pledgor hereby covenants and agrees with the Collateral Agent for its benefit
      and the equal and ratable benefit of the Lenders and the Additional Debtholders,
      which shall be identified from time to time on Schedule I to a Collateral Agency
      Agreement Supplement entered into in accordance with
      Section 14.16, in each case to the extent from time to time holding Obligations
      of the Pledgor (collectively, and together with the Collateral Agent, the
"Secured
      Parties")
      as
      follows:

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

     

    SECTION
      1.  Definitions.
      The
      following terms when used in this Agreement shall have the following
      meanings:

     

    "Event
      of Default"
      shall
      mean a "Default" (as defined in the Credit Agreement) or an "event of default"
      (or correlative term) at any time under, and as defined in, the Credit Agreement
      , any Additional Debt Documents or any Security Document.

     

    "Lien"
      shall
      mean any mortgage, deed of trust, pledge, lien, security interest, charge or
      other encumbrance or security arrangement of any nature whatsoever, whether
      voluntarily or involuntarily given, including any arrangement to provide
      priority or preference and any conditional sale or title retention arrangement,
      and any assignment, deposit arrangement or lease intended as, or having the
      effect of, security.

     

    "Majority
      Holders"
      shall
      mean, at any time, the holders of over 50% in aggregate principal amount of
      the
      outstanding Obligations; provided, that (i) the aggregate principal amount
      of
      the outstanding Obligations under the Credit Agreement at any time shall for
      all
      purposes hereof be equal to the sum of (A) the greater of the Borrower Sublimit
      of the Pledgor and the Borrower Credit Exposure of the Pledgor at such time
      under (and as defined in) the Credit Agreement and (B) all Credit Obligations
      other than Borrower Credit Exposure of the Pledgor outstanding at such time,
      and
      the entire amount shall be voted as a single bloc by the Agent, and (ii) with
      respect to any Additional Debt, Obligations comprised of indebtedness issued
      with original issue discount, the amount outstanding at any time shall be the
      face amount of such indebtedness less the remaining unamortized portion of
      the
      original issue discount of such indebtedness at such time as determined in
      conformity with generally accepted accounting principles; and provided further
      that any outstanding Obligations held by the Pledgor or affiliates of the
      Pledgor shall be voted pro rata based upon the voting of holders of outstanding
      Obligations other than the Pledgor or affiliates of the Pledgor.

     

    "Mortgages"
      shall
      mean (i) the Mortgage, Security Agreement, Assignment of Rents and Leases and
      Fixture Filing dated as of July 14, 2006 by and from the Pledgor to the
      Collateral Agent relating to the E.D. Edwards plant in Bartonville, Illinois
      and
      (ii) the Mortgage, Security Agreement, Assignment of Rents and Leases and
      Fixture Filing dated as of July 14, 2006 by and from the Pledgor to the
      Collateral Agent relating to the Duck Creek plant in Canton, Illinois.


     

    "Obligations"
      shall
      mean, collectively and without duplication, all the following obligations,
      liabilities, sums and expenses as follows: 

     

    (i)  the
      Obligations (as defined in the Credit Agreement) of the Pledgor (the
"Credit
      Obligations");
      

     

    (ii)  the
      full
      and prompt payment when due (whether at stated maturity, by acceleration or
      otherwise) of all (x) principal of and interest on any Additional Secured Debt
      and (y) all other obligations (including obligations which, but for the
      automatic stay under Section 362(a) of the Bankruptcy Code, would become due),
      liabilities and indebtedness (including, without limitation, indemnities, fees
      and interest thereon) of the Pledgor to the Additional Debtholders in their
      capacity as such (including, without limitation, interest accruing at the then
      applicable rate provided in any class of Additional 

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

     

    Secured
      Debt after the maturity thereof and interest accruing at the then applicable
      rate provided in such Additional Secured Debt after the filing of any petition
      in bankruptcy, or the commencement of any insolvency, reorganization or like
      proceeding relating to the Pledgor, whether or not a claim for post-filing
      or
      post-petition interest is allowed in such proceeding), whether direct or
      indirect, absolute or contingent, due or to become due, or now existing or
      hereafter incurred under, arising out of or in connection with any Additional
      Debt Documents, and the due performance of, and compliance with, all of the
      terms, conditions and agreements contained therein by the Pledgor (all such
      obligations, liabilities and indebtedness described in this clause (ii) being
      herein collectively called the "Additional
      Debt Obligations");
      

     

    (iii)  (x)
      any
      and all sums advanced by the Collateral Agent in order to preserve the
      Collateral or preserve its security interest in the Collateral in a manner
      not
      in violation of the terms hereof and (y) any and all liabilities, obligations,
      losses, damages, penalties, actions, judgments, suits, costs, expenses or
      disbursements of any kind or nature whatsoever which may be imposed on, incurred
      by or asserted against the Collateral Agent in performing its duties hereunder,
      or in any way relating to or arising out of its actions as Collateral Agent
      under the Security Documents (as defined herein), or in respect of the
      Collateral, including any other unreimbursed fees and expenses for which the
      Collateral Agent is to be reimbursed pursuant to Section 11 hereof; except
      for
      those resulting solely from the Collateral Agent's own gross negligence or
      willful misconduct; 

     

    (iv)  in
      the
      event of any proceeding for the collection or enforcement of any indebtedness,
      obligations, or liabilities of the Pledgor referred to in clauses (i) through
      (iii) above, after an Event of Default on any of the Obligations shall have
      occurred and be continuing, the reasonable expenses of retaking, holding,
      preparing for sale, selling or otherwise disposing of or realizing on the
      Collateral or of any exercise by the Collateral Agent of its rights hereunder
      or
      under any of the Security Documents, together with reasonable attorneys' fees
      and costs; and 

     

    (v)  all
      amounts paid by any of the Secured Parties as to which such Secured Party has
      the right to reimbursement under Section 11 of this Agreement. 

     

    SECTION
      2.  Pledge.
      To
      secure the full and punctual payment when due and the full and punctual
      performance of all of the Obligations, the Pledgor shall enter into one or
      more
      security agreements, pledge agreements, mortgages, deeds of trust or other
      security documents, including without limitation the Mortgages (collectively,
      the "Security
      Documents"),
      pursuant to which it will grant to the Collateral Agent, for the benefit of
      the
      Collateral Agent and the other Secured Parties, a security interest in the
      collateral described in the Security Documents (collectively, the "Collateral").
      

     

    SECTION
      3.  Representations
      and Warranties.
      The
      Pledgor hereby represents and warrants on the date hereof, and upon each date
      the Pledgor grants to the Collateral Agent any rights in property that
      constitutes Collateral, as follows: 

     

    (a)  The
      Pledgor is validly existing as a corporation in good standing under the laws
      of
      Illinois and has the corporate power and authority required to carry on its
      business as it is 

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    currently
      being conducted and to own, lease and operate its properties, and is duly
      qualified and is in good standing as a foreign corporation authorized to do
      business in each jurisdiction in which the nature of its business or its
      ownership or leasing of property requires such qualification, except where
      the
      failure to be so qualified would not have a material adverse effect on the
      business, financial condition or results of operations of the Pledgor.


     

    (b)  The
      Pledgor is the owner of the Collateral free and clear of any Lien or claim
      of
      any other Person, except for the Lien created by the Security Documents and
      except for any Liens that are permitted under the Security Documents.


     

    (c)  The
      Pledgor has the legal right to execute and deliver and to grant the security
      interest in the Collateral pursuant to the Security Documents, and the
      execution, delivery and performance of this Agreement and the Security Documents
      do not (x) conflict with or constitute a breach of any of the terms or
      provisions of the charter or by-laws of the Pledgor or (y) constitute a
      breach of any terms or provisions of, or default under, any agreement, indenture
      or other instrument to which the Pledgor is a party or by which the Pledgor
      or
      its property is bound, or violate with any laws, administrative regulations
      or
      rulings or court decrees applicable to the Pledgor or its respective property
      (including, without limitation, Regulations T, U and X of the Board of Governors
      of the Federal Reserve System), except for any such breaches, defaults or
      violations which in the aggregate could not reasonably be expected to result
      in
      a material adverse effect on the business, financial condition or results of
      operations of the Pledgor or on the Lien on the Collateral created by the
      Security Documents, or (z) result in the creation or imposition of any Lien
      on
      any assets of the Pledgor, other than the Liens contemplated thereby.


     

    (d)  The
      Pledgor has full power and authority to enter into this Agreement and the
      Security Documents and to grant a security interest in the Collateral as
      provided by the Security Documents. 

     

    (e)  This
      Agreement and each Security Document has been duly authorized, executed and
      delivered by the Pledgor and constitutes a legal, valid and binding obligation
      of the Pledgor, enforceable against the Pledgor in accordance with its terms,
      except as enforceability may be limited by bankruptcy, insolvency, fraudulent
      conveyance, reorganization, moratorium or similar laws affecting the enforcement
      of creditors' right and remedies generally and by equitable principles of
      general applicability. 

     

    (f)  No
      consent of any other Person and no consent, authorization, approval, or other
      action by, and no notice to or filing with, any governmental authority or
      regulatory body, which has not been obtained by the Pledgor, is required to
      be
      obtained by the Pledgor either (i) for the pledge by the Pledgor of the
      Collateral pursuant to the Security Documents or for the execution, delivery
      or
      performance of this Agreement and the Security Documents by the Pledgor, or
      (ii)
      for the validity or enforceability of this Agreement or the Security Documents
      or the perfection or enforceability of the Collateral Agent's security interest
      in the Collateral subject to the receipt of regulatory approvals under laws
      applicable to the change in control of a public utility company. 

     

    (g)  No
      litigation, investigation or proceeding of or before any arbitrator or
      governmental authority is pending or, to the best knowledge of the Pledgor,
      threatened by or 

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    against
      the Pledgor or against any of the Pledgor's properties or revenues with respect
      to this Agreement, the Security Documents or any of the transactions
      contemplated hereby. 

     

    SECTION
      4.  Further
      Assurance.
      The
      Pledgor will at all times cause the security interests granted pursuant to
      this
      Agreement to constitute valid perfected first priority security interests in
      the
      Collateral (subject, however, to any Liens that are permitted under the Security
      Documents), and (except as otherwise specifically provided herein or in the
      Security Documents) enforceable as such against all creditors of the Pledgor,
      any Persons purporting to purchase any Collateral from the Pledgor and any
      other
      Persons whomsoever. The Pledgor will, promptly upon request by the Collateral
      Agent or as necessary, execute and deliver or cause to be executed and delivered
      to the Collateral Agent all such instruments and other documents, all in form
      and substance satisfactory to the Collateral Agent, and take any other actions
      that are necessary or desirable to perfect, continue the perfection of, or
      protect the first priority of the Collateral Agent's security interest in,
      the
      Collateral, to protect the Collateral against the rights, claims, or interests
      of third persons (except to the extent that Liens are permitted under the
      Security Documents), to enable the Collateral Agent to exercise or enforce
      its
      rights and remedies hereunder and under the Security Documents, or otherwise
      to
      effect the purposes of this Agreement and the Security Documents, including
      the
      recording of any documents and the filing of any financing or continuation
      statements. The Pledgor also hereby authorizes the Collateral Agent to record
      any Lien, file any financing or continuation statements, without the signature
      of the Pledgor to the extent permitted by applicable law, or take any other
      action necessary or desirable to perfect and protect the security interest
      in
      the Collateral created under the Security Documents. The Pledgor will pay all
      costs incurred in connection with any of the foregoing. 

     

    SECTION
      5.  Covenants.
      The
      Pledgor hereby covenants and agrees with the Collateral Agent and the other
      Secured Parties, that from and after the date of this Agreement and until the
      Obligations have been paid in full, it will be the sole beneficial owner of
      the
      Collateral and will not (i) except as otherwise expressly permitted hereby
      or by
      the Security Documents, sell, assign, transfer, convey or otherwise dispose
      of,
      any interest in any of the Collateral without the prior written consent of
      the
      Collateral Agent at the direction of the Majority Holders, (ii) create or permit
      to exist any Lien upon or with respect to any of the Collateral, except for
      the
      security interest granted under the Security Documents and except for Liens
      that
      are permitted under the Security Documents, (iii) enter into any agreement
      or
      understanding that purports to or that may restrict or inhibit the Collateral
      Agent's rights or remedies hereunder or under the Security Documents, including,
      without limitation, the Collateral Agent's right to sell or otherwise dispose
      of
      the Collateral, or (iv) take any other action with respect to the Collateral
      which would result in a violation of the Security Documents or this
      Agreement.

     

    SECTION
      6.  Power
      of Attorney.
      The
      Pledgor hereby appoints and constitutes the Collateral Agent as the Pledgor's
      attorney-in-fact to exercise all of the following powers upon the occurrence
      and
      during the continuance of an Event of Default with respect to which a Default
      Notice has been delivered to the Collateral Agent in accordance with Section
      10(c) hereof: (i) collection of proceeds of any Collateral; (ii) conveyance
      of any item of Collateral to any purchaser thereof; (iii) giving of any notices
      or recording of any Liens under Section 4 hereof; (iv) making of any payments
      or
      taking any acts under Section 7 hereof ; (v) paying or discharging taxes or
      Liens levied or placed upon or threatened against the Collateral, the legality
      or validity thereof and the amounts necessary to discharge the same to be
      determined in good 

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    faith
      by
      the Collateral Agent in its sole discretion; (vi) defend any suit, action or
      proceeding brought against the Pledgor with respect to any Collateral; and
      (vii)
      exercise any of the rights set forth in Section 10 hereof or any Security
      Document and make any agreement with respect to the Collateral or otherwise
      deal
      with any Collateral as fully and completely as though the Collateral Agent
      were
      the absolute owner thereof for all purposes. The Majority Holders, acting
      through the Agent in the case of the Lenders and through the Additional
      Debtholders (or, if applicable, any agent appointed for such purpose under
      any
      applicable Additional Debt (each such agent, an "Additional
      Secured Debt Agent"))
      in the
      case of the Additional Secured Debt, shall provide written directions to the
      Collateral Agent with respect to the taking of any such actions under this
      Section 6. The Collateral Agent's authority hereunder shall include, without
      limitation, the authority to execute and give receipt for any certificate of
      ownership relating to the Collateral, transfer title to any item of Collateral,
      sign the Pledgor's name on all financing statements or any other documents
      deemed necessary or appropriate to preserve, protect or perfect the security
      interest in the Collateral and to file the same, prepare, file and sign the
      Pledgor's name on any notice of Lien, and to take any other actions arising
      from
      or incident to the powers granted to the Collateral Agent in this Agreement
      or
      the Security Documents. This power of attorney is coupled with an interest
      and
      is irrevocable by the Pledgor. 

     

    SECTION
      7.  Collateral
      Agent May Perform.
      If the
      Pledgor fails to perform any agreement contained herein or in the Security
      Documents, the Collateral Agent may but under no circumstances shall be
      obligated to itself perform, or cause performance of, such agreement, and the
      expenses of the Collateral Agent (including the reasonable fees and expenses
      of
      its counsel) incurred in connection therewith shall be payable by the Pledgor
      pursuant to Section 11 hereof. 

     

    SECTION
      8.  No
      Assumption of Duties; Reasonable Care.
      The
      rights and powers granted to the Collateral Agent hereunder are being granted
      in
      order to preserve and protect the security interest of the Collateral Agent
      and
      the other Secured Parties in and to the Collateral and shall not be interpreted
      to, and shall not, impose any duties on the Collateral Agent in connection
      therewith. The Collateral Agent shall be deemed to have exercised reasonable
      care, under Section 9-207 of the New York Uniform Commercial Code or otherwise,
      in the custody and preservation of the Collateral in its possession if the
      Collateral is accorded treatment substantially equal to that which the
      Collateral Agent accords its own property and shall not be liable or responsible
      for any loss or diminution in the value of any of the Collateral, by reason
      of
      the act or omission of any carrier, forwarding agency or other agent or bailee
      selected by the Collateral Agent in good faith; it being understood that the
      Collateral Agent shall not have any responsibility for taking any necessary
      steps to preserve rights against any parties with respect to any Collateral.
      The
      Collateral Agent shall be accountable only for amounts that it actually receives
      as a result of the exercise of such powers, and neither it nor its officers,
      directors, employees or agents shall be responsible to the Pledgor for any
      act
      or failure to act hereunder, except for their own gross negligence or willful
      misconduct. Beyond the exercise of reasonable care in the custody thereof,
      the
      Collateral Agent shall have no duty as to any Collateral in its possession
      or
      control or in the possession or control of any agent or bailee or any income
      thereon or as to preservation of rights against prior parties or any other
      rights pertaining thereto and the Collateral Agent shall not be responsible
      for
      filing any financing or continuation statements or recording
      any documents or instruments in any public office at any time or times or
      otherwise perfecting or maintaining the perfection of any security interest
      in
      the Collateral.
       

    

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    SECTION
      9.  Subsequent
      Changes Affecting Collateral.
      The
      Pledgor represents to the Secured Parties that it has made its own arrangements
      for keeping informed of changes or potential changes affecting the Collateral
      and the Pledgor agrees that the Collateral Agent and the Secured Parties shall
      have no responsibility or liability for informing the Pledgor of any such
      changes or potential changes or for taking any action or omitting to take any
      action with respect thereto. The Pledgor will defend the right, title and
      interest of the Collateral Agent and the Secured Parties in and to the
      Collateral against the claims and demands of all Persons. The Pledgor will
      advise the Collateral Agent and the Secured Parties promptly, in reasonable
      detail, of (i) any Lien (other than Liens that are permitted under the Security
      Documents) on any Collateral which could adversely affect the ability of the
      Collateral Agent to exercise any of its remedies hereunder and (ii) the
      occurrence of any other event which could reasonably be expected to have a
      material adverse effect on the Lien on the Collateral created by the Security
      Documents. 

     

    SECTION
      10.  Remedies
      Upon Default.
      

     

    (a)  If
      any
      Event of Default shall have occurred and be continuing with respect to which
      a
      Default Notice has been delivered to the Collateral Agent in accordance with
      Section 10(c) hereof, and only to the extent the Majority Holders have so
      directed the Collateral Agent in accordance with Section 10(c), the Collateral
      Agent shall have and be entitled to exercise, in addition to all other rights
      given by law or by the Security Documents, all of the rights and remedies with
      respect to the Collateral of a secured party under the Uniform Commercial Code
      (the "UCC")
      as in
      effect in the State of New York at that time or any other applicable law and
      shall also be entitled, without limitation, to exercise the rights set forth
      in
      this Section 10(a). With respect to any Collateral that shall be in or shall
      thereafter come into the possession or custody of the Collateral Agent, the
      Collateral Agent may, subject to the provisions of Section 10(c) below,
      sell or otherwise dispose of or cause the same to be sold or otherwise disposed
      of at any broker's board or at public or private sale, in one or more sales
      or
      lots, for cash or on credit or for future delivery, without assumption of any
      credit risk. The purchaser of any or all Collateral so sold shall thereafter
      hold the same absolutely, free from any claim, encumbrance or right of any
      kind
      whatsoever. Unless any of the Collateral threatens to decline speedily in value
      or is or becomes of a type sold on a recognized market, the Collateral Agent
      will give the Pledgor reasonable notice of the time and place of any public
      sale
      thereof, or of the time after which any private sale or other intended
      disposition is to be made. Any sale of the Collateral conducted in conformity
      with reasonable commercial practices of banks, insurance companies, commercial
      finance companies or other financial institutions disposing of property similar
      to the Collateral shall be deemed to be commercially reasonable. Any
      requirements of reasonable notice shall be met if such notice is mailed to
      the
      Pledgor as provided below in Section 14.1, at least ten days before the time
      of
      the sale or disposition. Any other requirement of notice, demand or
      advertisement for sale is, to the extent permitted by law, waived. The
      Collateral Agent or any other Secured Party may, in its own name or in the
      name
      of a designee or nominee, buy any of the Collateral at any public sale and,
      if
      permitted by applicable law, at any private sale. All expenses (including court
      costs and reasonable attorneys' fees and disbursements) of, or 
      incident
        to, the enforcement of any of the provisions hereof shall be recoverable
        from
        the proceeds of the sale or other disposition of the Collateral. 

       

    

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

    (b)  The
      Pledgor further agrees to use its reasonable best efforts to do or cause to
      be
      done all such other acts as may be necessary to make such sale or sales of
      all
      or any portion of the Collateral pursuant to this Section 10 valid and binding
      and in compliance with any and all other applicable requirements of law. The
      Pledgor further agrees that a breach of any of the covenants contained in this
      Section 10 will cause irreparable injury to the Collateral Agent and the Secured
      Parties, that the Collateral Agent and the Secured Parties have no adequate
      remedy at law in respect of such breach and, as a consequence, that each and
      every covenant contained in this Section 10 shall be specifically enforceable
      against the Pledgor, and the Pledgor hereby waives and agrees not to assert
      any
      defenses against an action for specific performance of such covenants except
      for
      a defense that no default or Event of Default has occurred and is continuing
      under the Credit Agreement or the Additional Debt Documents. 

     

    (c)  The
      Collateral Agent shall not commence or otherwise take any action or proceeding
      pursuant to this Section 10 or to realize upon any or all of the Collateral
      unless and until the Majority Holders, acting through the Agent in the case
      of
      the Lenders and through the Additional Debtholders (or, if applicable, the
      Additional Secured Debt Agent) in the case of the Additional Secured Debt,
      shall
      have notified a responsible officer of the Collateral Agent in writing of the
      occurrence of an Event of Default (a "Default
      Notice")
      and
      shall have directed the Collateral Agent in writing to commence to enforce
      this
      Agreement and the Security Documents and/or to realize upon any or all of the
      Collateral. Upon receipt by the Collateral Agent of any such notice and
      direction, the Collateral Agent shall (i) promptly send copies thereof to all
      Secured Parties and (ii) subject to the other terms and provisions of this
      Agreement and the Security Documents, seek to enforce this Agreement and the
      Security Documents and to realize upon the Collateral. After any such notice
      and
      direction has been given, the Majority Holders shall have the right to give
      written directions to the Collateral Agent as to the time, place and manner
      of
      the taking of such actions, and the Collateral Agent shall be required to seek
      to follow such directions; provided
      that, at
      the time of delivery of such notice, the Majority Holders shall provide the
      Collateral Agent with a written calculation establishing their status as the
      Majority Holders; provided,
      further,
      that
      the Collateral Agent, prior to acting on such notice, shall request, and may
      conclusively rely upon, a statement from the Agent confirming the Borrower
      Sublimit of the Pledgor, the Borrower Credit Exposure of the Pledgor and the
      aggregate amount of all Credit Obligations other than Borrower Credit Exposure
      (in each case as defined in the Credit Agreement) outstanding at such time,
      and
      from the relevant Additional Secured Debt Agent or Additional Debtholder, as
      applicable, confirming the principal amount of the Additional Secured Debt
      outstanding, respectively; provided,
      further,
      that in
      the absence of such notice and direction, 45 days after receipt of the Default
      Notice, the Collateral Agent shall have the right to take such actions as it
      deems necessary, advisable or appropriate; provided,
      further,
      that
      each of the Secured Parties, by its acceptance of the benefits of this
      Agreement, agrees that if at any time of determination such Secured Party is
      a
      Majority Holder, such Secured Party shall exercise its rights pursuant to this
      sentence in good faith for the benefit of all of the Secured Parties; and
provided,
      further,
      that
      the Majority Holders may give written directions to the Collateral Agent to
      cease or materially curtail its efforts seeking to enforce this Agreement and
      the Security Documents or to cease or materially curtail its efforts seeking
      to
      realize upon any or all of the Collateral. Upon the receipt by a responsible
      officer of the Collateral Agent of any
      such
      direction to so cease, the Collateral Agent shall be required to seek to do
      so,
      subject to the rights of the Majority Holders on behalf of the Secured Parties
      to give another written notice and direction of the type referred to above.
      

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    SECTION
      11.  Fees
      and Expenses; Indemnity.
      

     

    (a)  The
      Pledgor will, upon demand, pay to the Collateral Agent the amount of any and
      all
      reasonable fees and expenses (including, without limitation, the reasonable
      fees
      and disbursements of its counsel, of any investment banking firm, accountants,
      business broker or other selling agent and of any other such experts and agents
      retained by the Collateral Agent, including the allocated costs of inside
      counsel, which compensation, expenses and disbursements shall be set forth
      in
      sufficient written detail to the Pledgor) that the Collateral Agent may incur
      in
      connection with (i) the preparation, execution and administration of this
      Agreement and the Security Documents, and any amendments hereto or thereto,
      (ii)
      the custody or preservation of, or the sale of, collection from, or other
      realization upon, any of the Collateral, (iii) the exercise or enforcement
      of
      any of the rights of the Collateral Agent hereunder or under the Security
      Documents or (iv) the failure by the Pledgor to perform or observe any of the
      provisions hereof or of any Security Document, except, however, any such
      expense, disbursement or fee determimed to have been caused by the Collateral
      Agent's own gross negligence or willful misconduct. 

     

    (b)  The
      Pledgor shall fully indemnify and hold harmless each of the Collateral Agent
      and
      each other Secured Party and their respective successors, assigns, employees,
      agents, servants and representatives (including the Agent and any Additional
      Secured Debt Agent) hereunder (individually an "Indemnitee",
      and
      collectively the "Indemnitees")
      from
      and against any and all costs, expenses, claims, losses, damages and liabilities
      of any kind or nature whatsoever incurred by such Indemnitee, arising out of
      or
      in connection with the execution, delivery, enforcement, performance and
      administration of this Agreement, including without limitation (i) any and
      all
      recording and filing fees, or stamp, excise, sales or other taxes, which may
      be
      payable or determined to be payable with respect to any of the Collateral or
      in
      connection with any of the transactions contemplated hereby or by any Security
      Document, (ii) the exercise by any Indemnitee of any right or remedy granted
      to
      it hereunder or under any Security Document, and (iii) the costs and expenses
      of
      defending itself against any claim or liability in connection with the exercise
      or performance of any of its rights or remedies hereunder or under any Security
      Document; unless such cost, expense, claim or liability shall be determined
      to
      have been caused by the gross negligence or willful misconduct on the part
      of
      such Indemnitee. The benefits of this Section shall survive termination of
      this
      Agreement.

     

    SECTION
      12.  Interest
      Absolute.
      All
      rights of the Collateral Agent and the other Secured Parties hereunder and under
      the Security Documents and the security interests created under the Security
      Documents, and all obligations of the Pledgor hereunder and under the Security
      Documents, shall be absolute and unconditional irrespective of: (a) any lack
      of
      validity or enforceability of the Credit Agreement or the Additional Debt
      Documents or any other agreement or instrument relating thereto; (b) any change
      in the time, manner or place of payment of, or in any other term of, all or
      any
      of the Obligations, or any other amendment or waiver of or any consent to any
      departure from the Credit Agreement or the Additional Debt Documents;
      (c) any exchange, surrender, release or non-perfection of any other
      collateral, or any release or amendment
      or waiver of or consent to departure from any guarantee, for all or any of
      the
      Obligations; or (d) any other circumstance that might otherwise constitute
      a
      defense available to, or a discharge of, the Pledgor in respect of the
      Obligations or of this Agreement or the Security Documents, other than the
      satisfaction in full of the Obligations.
       

    

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    SECTION
      13.  Application
      of Proceeds.
      

     

    (a)  Upon
      the
      occurrence and during the continuance of an Event of Default with respect to
      which a Default Notice has been delivered to the Collateral Agent in accordance
      with Section 10(c) hereof, the proceeds of any sale of, or other realization
      upon, all or any part of the Collateral and any cash held by the Collateral
      Agent shall be applied by the Collateral Agent in the following order of
      priorities: 

     

    first,
      to
      payment of all Obligations owing to the Collateral Agent of the type provided
      in
      clauses (iii) and (iv) of the definition of Obligations; 

     

    second,
      an
      amount equal to the outstanding Primary Obligations (as defined below) of the
      Pledgor shall be paid to the Secured Parties as provided in Section 13(d),
      with
      each Secured Party receiving an amount equal to its outstanding Primary
      Obligations of the Pledgor or, if the proceeds are insufficient to pay in full
      all such Primary Obligations, its Pro Rata Share (as defined below) of the
      amount remaining to be distributed;

     

    third,
      an
      amount equal to the outstanding Remaining Obligations of the Pledgor shall
      be
      paid to the Secured Parties as provided in Section 13(d), with each Secured
      Party receiving an amount equal to its outstanding Remaining Obligations of
      the
      Pledgor or, if the proceeds are insufficient to pay in full all such Remaining
      Obligations, its Pro Rata Share of the amount remaining to be distributed;
      and


     

    finally,
      upon
      payment of all Remaining Obligations, to payment to the Pledgor or its
      successors or assigns, or as a court of competent jurisdiction may direct,
      of
      any surplus then remaining from such proceeds. 

     

    (b)  For
      purposes of this Agreement: 

     

    (i)  "Pro
      Rata Share"
      shall
      mean, when calculating a Secured Party's portion of any distribution or amount,
      that amount (expressed as a percentage) equal to a fraction the numerator of
      which is the then unpaid amount of such Secured Party's Primary Obligations
      or
      Remaining Obligations, as the case may be, of the Pledgor and the denominator
      of
      which is the then outstanding amount of all Primary Obligations or Remaining
      Obligations, as the case may be, of the Pledgor; 

     

    (ii)  "Primary
      Obligations"
      of the
      Pledgor shall mean all Obligations of the Pledgor secured by the Security
      Documents arising out of or in connection with, the principal of, premium,
      if
      any, and interest (including all accrued but unpaid interest) on all the
      outstanding loans and reimbursement obligations in respect of letters of credit
      issued under the Credit Agreement and the principal of, premium, if any, and
      interest (including all accrued but unpaid interest) on Additional Secured
      Debt
      at the relevant time; provided
      that
      with respect to any such Obligations comprised of indebtedness issued
      with original issue discount, the amount outstanding at any time shall be the
      face amount of such indebtedness less the remaining unamortized portion of
      the
      original issue discount of such indebtedness at such time as determined in
      conformity with generally accepted accounting principles; and


     

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    (iii)  "Remaining
      Obligations"
      of the
      Pledgor shall mean all Obligations of the Pledgor secured hereby other than
      Primary Obligations. 

     

    (c)  When
      payments to Secured Parties are based upon their respective Pro Rata Shares,
      the
      amounts received by such Secured Parties hereunder shall be applied (for
      purposes of making determinations under this Section 13 only) (i) first, to
      the
      Primary Obligations of the Pledgor and (ii) second, to the Remaining Obligations
      of the Pledgor. If any payment to any Secured Party of its Pro Rata Share of
      any
      distribution would result in overpayment to such Secured Party, such excess
      amount shall instead be distributed in respect of the unpaid Primary Obligations
      or Remaining Obligations, as the case may be, of the other Secured Parties,
      with
      each Secured Party whose Primary Obligations or Remaining Obligations, as the
      case may be, have not been paid in full to receive an amount equal to such
      excess amount multiplied by a fraction the numerator of which is the unpaid
      Primary Obligations or Remaining Obligations, as the case may be, of such
      Secured Party and the denominator of which is the unpaid Primary Obligations
      or
      Remaining Obligations, as the case may be, of all Secured Parties entitled
      to
      such distribution. 

     

    (d)  All
      payments required to be made hereunder shall be made (i) if to the Lenders,
      to
      the Agent and (ii) if to Additional Debtholders, to the Additional Debtholders
      or, if applicable, the relevant Additional Secured Debt Agent. 

     

    (e)  For
      purposes of applying payments received in accordance with this Section 13,
      the
      Collateral Agent shall be entitled to rely upon the Agent and the Additional
      Debtholders or, if applicable, the relevant Additional Secured Debt Agent for
      a
      written determination of the outstanding Primary Obligations and Remaining
      Obligations owed to the Lenders and the Additional Debtholders, respectively.
      The Collateral Agent shall promptly provide the Agent and the Additional
      Debtholders (or, if applicable, the Additional Secured Debt Agent) with copies
      of any such written determination delivered to it.

     

    (f)  It
      is
      understood and agreed that the Pledgor shall remain liable to the extent of
      any
      deficiency between the amount of the proceeds of the Collateral pledged by
      it
      hereunder and the aggregate amount of the Obligations of the Pledgor.


     

    Notwithstanding
      anything to the contrary in this Agreement, (i) all actions required or
      permitted to be taken under this Agreement by the Lenders shall be so taken
      only
      by the Agent on behalf of the Lenders, and all actions required or permitted
      to
      be taken under this Agreement by the Additional Debtholders shall be so taken
      only by the Additional Debtholders or, if applicable, the relevant Additional
      Secured Debt Agent on behalf of the Additional Debtholders and (ii) all payments
      required to be made with respect to the Credit Obligations shall be paid to
      the
      Agent, and all payments required to be made with respect to the Additional
      Debt
      Obligations under the Additional Debt Documents shall be paid to the Additional
      Debtholders or, if applicable, the relevant Additional Secured Debt Agent.
      The
      Collateral Agent shall be entitled (but
      not
      required) to conclusively rely upon and act in accordance with any instructions
      from the Agent and the Additional Debtholders or, if applicable, any relevant
      Additional Secured Debt Agent subject to the terms and conditions of this
      Agreement and to assume that such instructions are being given in accordance
      with the terms of the Credit Agreement and the terms of the Additional Debt
      Documents, respectively. 
       

    

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

    SECTION
      14.  Miscellaneous
      Provisions.
      

     

    14.1  Notices.
      All
      notices, approvals, consents or other communications required or desired to
      be
      given hereunder shall be in the form and manner as set forth on Schedule I
      hereto. 

     

    14.2  Release
      of Collateral.
      The
      Collateral Agent shall release the Lien of any Security Document in respect
      of
      Collateral, upon the written request of the Pledgor, so long as the release
      of
      such Collateral is permitted by the applicable Security Document, the Credit
      Agreement and the Additional Secured Debt Documents (if any). Upon any request
      by the Pledgor to the Collateral Agent to release any Collateral, the Pledgor
      shall deliver to the Collateral Agent a certificate of an officer of the Pledgor
      and an opinion of counsel to the effect that such release is permitted pursuant
      to this Section 14.2. For purposes of this provision, the Collateral Agent
      shall
      be entitled to rely upon the certificate of the Pledgor in respect of the
      release of any Collateral; provided that the officer’s certificate delivered
      pursuant to the preceding sentence states that (i) no Event of Default has
      occurred and is continuing and (ii) the aggregate value of the Collateral so
      released during any calendar year, after taking into account the requested
      release, shall not exceed $5,000,000. The Collateral Agent shall promptly
      provide the Agent and the Additional Debtholders (or, if applicable, the
      Additional Secured Debt Agent) with copies of any such certificate and/or
      opinion delivered to it. If (i) an Event of Default has occurred and is
      continuing or (ii) the aggregate value of the Collateral to be released during
      any calendar year (after taking into account the requested release) will exceed
      $5,000,000, the Collateral Agent shall be entitled to rely upon a written
      certification of the Agent that such disposition is permitted under the Credit
      Agreement and upon a written certification of each Additional Secured Debt
      Agent
      (or, if there is no Additional Secured Debt Agent in respect of any Additional
      Secured Debt, the holders of a majority of the principal amount of such
      Additional Secured Debt) in respect of any Additional Secured Debt that such
      disposition is permitted under the Additional Secured Debt Documents relating
      to
      such Additional Secured Debt. 

     

    14.3  Severability.
      The
      provisions of this Agreement are severable, and if any clause or provision
      shall
      be held invalid or unenforceable in whole or in part in any jurisdiction, then
      such invalidity or unenforceability shall affect in that jurisdiction only
      such
      clause or provision, or part thereof, and shall not in any manner affect such
      clause or provision in any other jurisdiction or any other clause or provision
      of this Agreement in any jurisdiction. 

     

    14.4  No
      Recourse Against Others.
      No
      director, officer, employee, stockholder or affiliate, as such, of the Pledgor
      shall have any liability for any obligations of the Pledgor under this Agreement
      or for any claim based on, in respect of or by reason of such obligations or
      their creation. Each Secured Party, by its acceptance of the benefits of this
      Agreement, waives and releases all such liability. The waiver and release are
      part of the consideration for the grant of the security interest in the
      Collateral to the Secured Parties. 

     

    
      14.5  Headings.
        The
        headings of the Articles and Sections of this Agreement have been inserted
        for
        convenience of reference only, are not to be considered a part hereof and
        shall
        in no way modify or restrict any of the terms or provisions hereof.


       

    

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

    14.6  Counterpart
      Originals.
      This
      Agreement may be signed in two or more counterparts. Each signed copy shall
      be
      an original, but all of them together represent one and the same agreement.
      

     

    14.7  Benefits
      of Agreement.
      Nothing
      in this Agreement, express or implied, shall give to any Person, other than
      the
      parties hereto and their successors hereunder, and the Secured Parties, any
      benefit or any legal or equitable right, remedy or claim under this Agreement.
      The rights hereunder of the Agent and the Lenders under the Credit Agreement
      shall, subject to Section 14.11, terminate upon termination of the Credit
      Agreement and payment in full of the Obligations (as defined in the Credit
      Agreement). The rights hereunder of the Additional Debtholders and the
      Additional Secured Debt Agent identified in any Collateral Agency Agreement
      Supplement shall, subject to Section 14.11, terminate upon payment in full
      of
      the Additional Secured Debt identified in such Collateral Agency Supplement
      and
      termination of the Additional Secured Debt Documents relating
      thereto.

     

    14.8  Amendments,
      Waivers and Consents.
      Any
      amendment or waiver of any provision of this Agreement and any consent to any
      departure by the Pledgor from any provision of this Agreement shall be effective
      only if such amendment, waiver or consent is in writing duly signed by the
      Pledgor and the Collateral Agent, with the written consent of the Majority
      Holders; provided,
      however,
      that
      any change, waiver, modification or variance materially adversely affecting
      the
      rights and benefits of a single Class (as defined below) of Secured Parties
      (and
      not all Secured Parties in a like or similar manner) shall also require the
      written consent of the Requisite Holders (as defined below) of such affected
      Class; provided,
      further,
      that
      any Class shall not be considered to be affected differently from any other
      Class due to the Obligations of any such other Class being paid, repaid,
      refinanced, renewed or extended and the Collateral being released, in whole
      or
      in part (whether by action of such other Class or otherwise), as security for
      a
      particular Class. For the purpose of this Agreement, the term "Class"
      shall
      mean, at any time, each class of Secured Parties with outstanding Obligations
      secured hereby at such time, i.e., (x) the Lenders and (y) any other class
      of
      Additional Secured Debt secured hereby; provided
      that,
      without limiting the foregoing, it is expressly acknowledged and agreed that
      other creditors may be added as "Secured Parties" hereunder (either as part
      of
      an existing Class of creditors or as a newly created Class), and that such
      addition shall not require the written consent of the Requisite Holders of
      the
      various Classes. For the purpose of this Agreement, the term "Requisite
      Holders"
      of any
      Class shall mean each of (i) with respect to any approval to be obtained in
      respect of the Credit Obligations, the portion of the Lenders required for
      such
      approval under the Credit Agreement, and (ii) with respect to any other class
      of
      Additional Secured Debt, the holders of at least a majority of such Class of
      Additional Secured Debt outstanding from time to time. Failure of the Collateral
      Agent or any Secured Party to exercise, or delay in exercising, any right,
      power
      or privilege hereunder shall not operate as a waiver thereof. No single or
      partial exercise of any right, power or privilege hereunder shall preclude
      any
      other or further exercise thereof or the exercise of any other right, power
      or
      privilege. A waiver of any right or remedy hereunder on any one occasion shall
      not be construed as a bar to any right or remedy that the Collateral Agent
      or
      the Secured Parties would otherwise have on any future
      occasion. The rights and remedies herein provided are cumulative, may be
      exercised singly or concurrently and are not exclusive of any rights or remedies
      provided by law. 
       

    

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

    14.9  Interpretation
      of Agreement.
      Time is
      of the essence in each provision of this Agreement of which time is an element.
      All terms not defined herein shall have the meanings set forth in the applicable
      UCC, except where the context otherwise requires. To the extent a term or
      provision of this Agreement conflicts with a Security Document and is not dealt
      with herein with more specificity, the Security Document shall control with
      respect to the subject matter of such term or provision. 

     

    14.10  Continuing
      Security Interest.
      This
      Agreement shall (i) remain in full force and effect until the payment in full
      of
      all the Obligations of the Pledgor, the termination of the Lenders’ obligation
      to make Loans to the Pledgor or issue Letters of Credit for the account of
      the
      Pledgor (each as defined in the Credit Agreement) at the Maturity Date
      applicable to the Pledgor (as defined in the Credit Agreement) or otherwise,
      the
      reduction to zero of the Borrower Credit Exposure of the Pledgor under (and
      as
      defined in) the Credit Agreement, and payment in full of all the fees and
      expenses owing to the Collateral Agent, (ii) be binding upon the Pledgor, its
      successors and assigns, provided
      that the
      Pledgor may not assign, transfer or delegate any of its rights or obligations
      under this Agreement without the prior written consent of the Collateral Agent
      and the Majority Holders and (iii) inure, together with the rights and remedies
      of the Collateral Agent hereunder, to the benefit of the Collateral Agent,
      the
      Secured Parties and their respective successors, transferees and assigns.


     

    14.11  Reinstatement.
      This
      Agreement shall continue to be effective or be reinstated if at any time any
      amount received by the Collateral Agent or any Secured Party in respect of
      the
      Obligations is rescinded or must otherwise be restored or returned by the
      Collateral Agent or any Secured Party upon the insolvency, bankruptcy,
      dissolution, liquidation or reorganization of the Pledgor or upon the
      appointment of any receiver, intervenor, conservator, trustee or similar
      official for the Pledgor or any substantial part of its assets, or otherwise,
      all as though such payments had not been made. 

     

    14.12  Survival
      of Provisions.
      All
      representations, warranties and covenants of the Pledgor contained herein shall
      survive the execution and delivery of this Agreement (including the Pledgor's
      obligations under Section 11 hereof), and shall terminate only upon the full
      and
      final payment and performance by the Pledgor of the Obligations of the
      Pledgor.

     

    14.13  Waivers.
      The
      Pledgor waives presentment and demand for payment of any of the Obligations,
      protest and notice of dishonor or default with respect to any of the
      Obligations, and all other notices to which the Pledgor might otherwise be
      entitled, except as otherwise expressly provided herein or in the
      Indenture.

     

    14.14  Authority
      of the Collateral Agent.

     

    (a)  The
      Collateral Agent shall have and be entitled to exercise all powers hereunder
      and
      under the Security Documents that are specifically granted to the Collateral
      Agent by the terms hereof or thereof, together with such powers as are
      reasonably incident thereto. The Collateral Agent may perform any of its duties
      hereunder or under the Security Documents or in connection with the Collateral
      by or through agents or employees and shall be entitled to retain counsel of
      its
      choice and to act in reliance upon the advice of counsel concerning all such
      matters. Neither the Collateral Agent nor any director, officer, employee,
      attorney or agent of 

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    the
      Collateral Agent shall be responsible for the validity, effectiveness or
      sufficiency hereof or of any Security Document, or of any document or instrument
      furnished pursuant hereto or thereto. The Collateral Agent and its directors,
      officers, employees, attorneys and agents shall be entitled to rely on any
      communication, instrument or document believed by it or them to be genuine
      and
      correct and to have been signed or sent by the proper person or persons. To
      the
      maximum extent permitted by applicable law, the Pledgor waives all claims,
      damages, and demands against the Collateral Agent arising out of the
      repossession, retention or sale of the Collateral pursuant to the written
      instruction of the Majority Holders as provided herein, except such which may
      arise out of the gross negligence or willful misconduct of the Collateral Agent.
      Upon the occurrence and during the continuance of an Event of Default, until
      the
      Collateral Agent is able to effect a sale, lease, or other disposition of the
      Collateral, the Collateral Agent shall have the right to use or operate the
      Collateral, or any part thereof, to the extent that it deems appropriate for
      the
      purpose of preserving the Collateral or its value or for any other purpose
      deemed appropriate by the Collateral Agent. The Collateral Agent shall have
      no
      obligation to maintain or preserve the rights of the Pledgor as against third
      parties with respect to the Collateral while the Collateral is in the possession
      of the Collateral Agent. The Collateral Agent shall use reasonable care with
      respect to the Collateral in its possession or under its control. The Collateral
      Agent shall not have any other duty as to the Collateral in its possession
      or
      control or in the possession or control of any agent or nominee of the
      Collateral Agent, or any income thereon or as to the preservation of rights
      against prior parties or any other rights pertaining thereto. Upon request
      of
      the Pledgor, the Collateral Agent shall account for any monies received by
      the
      Collateral Agent in respect of any foreclosure on or disposition of the
      Collateral.

     

    (b)  The
      Pledgor acknowledges that the rights and responsibilities of the Collateral
      Agent under this Agreement with respect to any action taken by the Collateral
      Agent or the exercise or non-exercise by the Collateral Agent of any option,
      right, request, judgment or other right or remedy provided for herein or
      resulting or arising out of this Agreement shall, as among the Collateral Agent
      and the Secured Parties, be governed by this Agreement and by such other
      agreements with respect thereto as may exist from time to time among them,
      but,
      as between the Collateral Agent and the Pledgor, the Collateral Agent shall
      be
      conclusively presumed to be acting as agent for the Secured Parties with full
      and valid authority so to act or refrain from acting, and the Pledgor shall
      not
      be obligated or entitled to make any inquiry respecting such authority. The
      Collateral Agent shall not be responsible for the existence, genuineness or
      value of any of the Collateral or for the validity, perfection, priority or
      enforceability of the Liens in any of the Collateral, whether impaired by
      operation of law or by reason of any action or omission to act on its part
      hereunder, except to the extent such action or omission constitutes gross
      negligence, bad faith or willful misconduct on the part of the Collateral Agent,
      for the validity or sufficiency of the Collateral or any agreement or assignment
      contained therein, for the validity of the title of the Pledgor to the
      Collateral, for insuring the Collateral or for the payment of taxes, charges,
      assessments or Liens upon the Collateral or otherwise as to the maintenance
      of
      the Collateral. 

     

    14.15  Resignation
      or Removal of the Collateral Agent.
      Until
      such time as the Obligations shall have been paid in full, the Collateral Agent
      may at any time, by giving written 

    notice
      to the Pledgor, the Trustee and any Additional Secured Debt Agent
      or Additional Debtholder, as applicable, resign and be discharged of the
      responsibilities hereby created, such resignation to become effective upon
      (i)
      the appointment of a successor Collateral Agent and (ii) 

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

    the
      acceptance of such appointment by such successor Collateral Agent. As promptly
      as practicable after the giving of any such notice, the Majority Holders shall
      appoint a successor Collateral Agent, which successor Collateral Agent shall
      be
      reasonably acceptable to the Pledgor. If no successor Collateral Agent shall
      be
      appointed and shall have accepted such appointment within 60 days after the
      Collateral Agent gives the aforesaid notice of resignation, the Collateral
      Agent
      may apply, at the expense of the Pledgor, to any court of competent jurisdiction
      to appoint a successor Collateral Agent to act until such time, if any, as
      a
      successor shall have been appointed as provided in this Section 14.15. Any
      successor so appointed by such court shall immediately and without further
      act
      be superseded by any successor Collateral Agent appointed by the Majority
      Holders as provided in this Section 14.15. Simultaneously with its replacement
      as Collateral Agent hereunder, the Collateral Agent so replaced shall deliver
      to
      its successor all documents, instruments, certificates and other items of
      whatever kind (including, without limitation, the certificates and instruments
      evidencing the Collateral and all instruments of transfer or assignment) held
      by
      it pursuant to the terms hereof. The Collateral Agent that has resigned shall
      be
      entitled to fees, costs and expenses to the extent incurred or arising, or
      relating to events occurring, before its resignation or removal.

     

    14.16  Collateral
      Agency Agreement Supplement.
      In
      connection with the incurrence by the Pledgor from time to time of any class
      of
      Additional Secured Debt, the Pledgor agrees to enter into a Collateral Agency
      Agreement Supplement, which shall form a part of this Agreement, and shall
      by
      its terms cause such Additional Debt Obligations to be secured by a security
      interest in the Collateral on an equal and ratable basis with the Obligations
      secured hereunder and under the Security Documents. Upon the effectiveness
      of
      any Collateral Agency Agreement Supplement, all references to Obligations shall
      be deemed to include the Additional Debt Obligations, and all references to
      Secured Parties shall be deemed to include the Additional Debtholders and,
      if
      applicable, Additional Secured Debt Agent, identified in such Collateral Agency
      Agreement Supplement and Schedule I thereto.

     

    14.17  Termination
      of Agreement.
      Subject
      to the provisions of Section 14.12 hereof, this Agreement shall terminate upon
      full and final payment and performance of the Obligations of the Pledgor, the
      termination of the Lenders’ obligation to make Loans to the Pledgor or issue
      Letters of Credit for the account of the Pledgor (each as defined in the Credit
      Agreement) at the Maturity Date applicable to the Pledgor (as defined in the
      Credit Agreement) or otherwise,and the reduction to zero of the Borrower Credit
      Exposure of the Pledgor under (and as defined in) the Credit Agreement. Upon
      receipt by the Collateral Agent of the Pledgor's written certification that
      all
      such Obligations have been satisfied, the Lenders’ obligation to make Loans to
      the Pledgor or issue Letters of Credit for the account of the Pledgor (each
      as
      defined in the Credit Agreement) has been terminated and the Borrower Credit
      Exposure of the Pledgor under (and as defined in) the Credit Agreement has
      been
      reduced to zero, the Collateral Agent shall, at the request of the Pledgor,
      reassign and redeliver to the Pledgor all of the Collateral hereunder that
      has
      not been sold, disposed of, retained or applied by the Collateral Agent in
      accordance with the terms hereof. The Collateral Agent shall promptly provide
      the Agent and the Additional Debtholders (or, if applicable, the Additional
      Secured Debt Agent) with copies of any such written certification delivered
      to
      it. Such reassignment and redelivery shall be without warranty by or
      recourse to the Collateral Agent, except as to the absence of any prior
      assignments by the Collateral Agent of its interest in the Collateral and except
      to the extent of any breach by the 

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

    Collateral
      Agent of its obligations hereunder (including, without limitation, its
      obligations under Section 8), and shall be at the expense of the
      Pledgor.

     

    14.18  Final
      Expression.
      This
      Agreement, together with the Security Documents and any other agreement executed
      in connection herewith or therewith, is intended by the parties as a final
      expression of their agreement and is intended as a complete and exclusive
      statement of the terms and conditions thereof.

     

    14.19  GOVERNING
      LAW; SUBMISSION TO JURISDICTION; WAIVER OF JURY TRIAL; WAIVER OF
      DAMAGES.
      (i)
      THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS
      OF
      THE STATE OF NEW YORK. (ii) THE PLEDGOR AGREES THAT THE COLLATERAL AGENT SHALL,
      IN ITS OWN NAME OR IN THE NAME AND ON BEHALF OF ANY SECURED PARTY, HAVE THE
      RIGHT, TO THE EXTENT PERMITTED BY APPLICABLE LAW, TO PROCEED AGAINST THE PLEDGOR
      OR THE PLEDGOR'S PROPERTY IN A COURT IN ANY LOCATION REASONABLY SELECTED IN
      GOOD
      FAITH TO ENABLE THE COLLATERAL AGENT TO REALIZE ON SUCH PROPERTY, OR TO ENFORCE
      A JUDGMENT OR OTHER COURT ORDER ENTERED IN FAVOR OF THE COLLATERAL AGENT. THE
      PLEDGOR AGREES THAT IT WILL NOT ASSERT ANY PERMISSIVE COUNTERCLAIMS IN ANY
      PROCEEDING BROUGHT BY THE COLLATERAL AGENT TO REALIZE ON SUCH PROPERTY, OR
      TO
      ENFORCE A JUDGMENT OR OTHER COURT ORDER IN FAVOR OF THE COLLATERAL AGENT. THE
      PLEDGOR WAIVES ANY OBJECTION THAT IT MAY HAVE TO THE LOCATION OF THE COURT
      IN
      WHICH THE COLLATERAL AGENT HAS COMMENCED A PROCEEDING DESCRIBED IN THIS
      PARAGRAPH INCLUDING, WITHOUT LIMITATION, ANY OBJECTION TO THE LAYING OF VENUE
      OR
      BASED ON THE GROUNDS OF FORUM NON CONVENIENS. (iii) THE PLEDGOR AGREES THAT
      SERVICE OF PROCESS IN ANY SUCH ACTION OR PROCEEDING MAY BE EFFECTED BY MAILING
      A
      COPY THEREOF BY REGISTERED OR CERTIFIED MAIL (OR ANY SUBSTANTIALLY SIMILAR
      FORM
      OF MAIL), POSTAGE PREPAID, TO THE PLEDGOR AT ITS ADDRESS REFERRED TO IN SECTION
      14.1 OR AT SUCH OTHER ADDRESS OF WHICH THE COLLATERAL AGENT SHALL HAVE BEEN
      NOTIFIED PURSUANT THERETO. THE PLEDGOR AGREES THAT NOTHING HEREIN SHALL AFFECT
      THE RIGHT TO EFFECT SERVICE OF PROCESS IN ANY OTHER MANNER PERMITTED BY LAW
      OR
      SHALL LIMIT THE RIGHT TO SUE IN ANY OTHER JURISDICTION. (iv) THE PLEDGOR, THE
      COLLATERAL AGENT AND THE SECURED PARTIES WAIVE ANY RIGHT TO HAVE A JURY
      PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT OR
      OTHERWISE ARISING OUT OF, CONNECTED WITH, RELATED TO OR INCIDENTAL TO THE
      RELATIONSHIP ESTABLISHED BETWEEN THEM IN CONNECTION WITH THIS AGREEMENT OR
      ANY
      SECURITY DOCUMENT. INSTEAD, ANY DISPUTES RESOLVED IN COURT WILL BE RESOLVED
      IN A
      BENCH TRIAL WITHOUT A JURY. (v) THE PLEDGOR HEREBY AGREES THAT NEITHER THE
      COLLATERAL AGENT NOR ANY SECURED PARTY SHALL HAVE ANY LIABILITY TO THE PLEDGOR
      (WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE) FOR LOSSES SUFFERED BY THE
      PLEDGOR IN CONNECTION WITH, ARISING OUT OF, OR IN ANY WAY RELATED TO, THE
      TRANSACTIONS CONTEMPLATED AND THE RELATIONSHIP ESTABLISHED BY THIS AGREEMENT
      OR
      ANY SECURITY 

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

    DOCUMENTS,
      OR ANY ACT, OMISSION OR EVENT OCCURRING IN CONNECTION THEREWITH, UNLESS SUCH
      LOSSES WERE THE RESULT OF ACTS OR OMISSIONS ON THE PART OF THE COLLATERAL AGENT
      OR SUCH SECURED PARTY, AS THE CASE MAY BE, CONSTITUTING GROSS NEGLIGENCE OR
      WILLFUL MISCONDUCT. (vi) THE PLEDGOR WAIVES ALL RIGHTS OF NOTICE AND HEARING
      OF
      ANY KIND PRIOR TO THE EXERCISE BY THE COLLATERAL AGENT OR ANY HOLDER OF ITS
      RIGHTS DURING THE CONTINUANCE OF A DEFAULT OR AN EVENT OF DEFAULT TO REPOSSESS
      THE COLLATERAL WITH JUDICIAL PROCESS OR TO REPLEVY, ATTACH OR LEVY UPON THE
      COLLATERAL OR OTHER SECURITY FOR THE OBLIGATIONS. THE PLEDGOR WAIVES THE POSTING
      OF ANY BOND OTHERWISE REQUIRED OF THE COLLATERAL AGENT OR ANY SECURED PARTY
      IN
      CONNECTION WITH ANY JUDICIAL PROCESS OR PROCEEDING TO OBTAIN POSSESSION OF,
      REPLEVY, ATTACH OR LEVY UPON COLLATERAL OR OTHER SECURITY FOR THE OBLIGATIONS,
      TO ENFORCE ANY JUDGMENT OR OTHER COURT ORDER ENTERED IN FAVOR OF THE COLLATERAL
      AGENT OR ANY SECURED PARTY, OR TO ENFORCE BY SPECIFIC PERFORMANCE, TEMPORARY
      RESTRAINING ORDER OR PRELIMINARY OR PERMANENT INJUNCTION THIS AGREEMENT, ANY
      SECURITY DOCUMENT OR ANY OTHER AGREEMENT OR DOCUMENT AMONG THE PLEDGOR, THE
      COLLATERAL AGENT AND THE SECURED PARTIES. THE PLEDGOR WAIVES, TO THE MAXIMUM
      EXTENT NOT PROHIBITED BY LAW, ANY RIGHT IT MAY HAVE TO CLAIM OR RECOVER IN
      ANY
      LEGAL ACTION OR PROCEEDING ANY SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL
      DAMAGES.

     

    14.20  Acknowledgments.
      The
      Pledgor hereby acknowledges that it has been advised by counsel in the
      negotiation, execution and delivery of this Agreement.

     

    14.21  Force
      Majeure.
      In no
      event shall the Collateral Agent be responsible or liable for any failure or
      delay in the performance of its obligations hereunder arising out of or caused
      by, directly or indirectly, forces beyond its control, including, without
      limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil
      or military disturbances, nuclear or natural catastrophes or acts of God, and
      interruptions, loss or malfunctions of utilities, communications or computer
      (software and hardware) services; it being understood that the Collateral Agent
      shall use reasonable efforts which are consistent with accepted practices in
      the
      banking industry to resume performance as soon as practicable under the
      circumstances.

     

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    




    IN
      WITNESS WHEREOF, the Pledgor and the Collateral Agent have each caused this
      Agreement to be duly executed and delivered as of the date first above
      written.

     

    
      	 	
              AMERENENERGY
                RESOURCES

              GENERATING
                COMPANY

               

              By:  
                /s/ Jerre E.
                Birdsong                              

                     
                Name:  Jerre E. Birdsong

                     
                Title:    Vice President and Treasurer

               

            
	 	
              THE
                BANK OF NEW YORK TRUST

              COMPANY,
                N. A.,
                as Collateral Agent

               

              By:   /s/
                Daniel G.
                Dwyer                       
                 

                     
                Name: Daniel G. Dwyer   

                     
                Title:   Vice President   

               

            


    

    


     

    RESOURCES
      COLLATERAL AGENCY AGREEMENT

    SIGNATURE
      PAGE




    
      
        
        

      

      
        19

        
          

        

      

      
        
        

      

    

    

      SCHEDULE
        I

       

      NOTICE
        INFORMATION

       

      


       

      If
        to
        Pledgor: 

       

      AmerenEnergy
        Resources Generating Company

      c/o
        Ameren Corporation

      1901
        Chouteau Avenue

      St.
        Louis, MO 63103

      Attn:
        Jerre E. Birdsong, Vice President and Treasurer (telecopy no. (314)
        554-3066)

       

      If
        to the
        Collateral Agent: 

       

      The
        Bank
        of New York Trust Company, N. A. 

      101
        Barclay Street, 8 West

      New
        York,
        NY 10286

      Attn:
        Robert A. Massimillo, Vice President (telecopy no. (732) 667-9189)

       

      If
        to the
        Agent: 

       

      JPMorgan
        Chase Bank, N.A.

      Loan
        and
        Agency Services

      1111
        Fanin, 10th Floor

      Houston,
        TX 77002

      Attn:
        Sylvia Gutierrez (telecopy no. (713) 427-6307)

       

      with
        a
        copy to:

       

      JPMorgan
        Chase Bank, N.A

      270
        Park
        Avenue 

      New
        York,
        NY 10017

      Attn:
        Michael J. DeForge (telecopy no. (212) 270-3098)

       

       

      If
        to any
        Additional Debtholder or Additional Secured Debt Agent: 

       

      See
        Schedule I to the applicable Collateral Agency Agreement Supplement


    

     

     

    
       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      ANNEX
        A


    

     

    FORM
      OF
      COLLATERAL AGENCY AGREEMENT SUPPLEMENT

     

    


     

    COLLATERAL
      AGENCY AGREEMENT SUPPLEMENT dated ______________, ____ (this "Supplement")
      made
      by AmerenEnergy Resources Generating Company, an Illinois corporation (the
      "Pledgor"), in favor of _____________________, a ______________ corporation,
      as
      collateral agent (in such capacity, the "Collateral Agent") for the benefit
      of
      the Secured Parties (as defined in the Collateral Agency Agreement referred
      to
      below). 

     

    1. This
      Supplement is executed and delivered pursuant to the terms of the Collateral
      Agency Agreement dated as of ____________, 2006 (as supplemented by this
      Supplement and as the same has been and may hereafter be supplemented by any
      other Collateral Agency Agreement Supplement or otherwise amended or modified,
      the "Collateral Agency Agreement"), made by the Pledgor in favor of the
      Collateral Agent for the benefit of the Collateral Agent and the Secured
      Parties. Terms defined in the Collateral Agency Agreement are used herein with
      their defined meanings. 

     

    2. Pursuant
      to the terms of the Collateral Agency Agreement, the Pledgor may incur
      additional secured indebtedness from time to time that is by its terms equally
      and ratably secured under the Collateral Agency Agreement and the Security
      Documents with the Obligations secured thereunder. The Pledgor and [Additional
      Secured Debt Agent/Additional Debtholder] have entered into that certain [name
      of additional debt agreement], dated as of ___________, ____, pursuant to which
      the Pledgor shall [insert description of additional debt]. The terms of the
      [additional debt agreement] require that the Pledgor equally and ratably secure
      its obligations under [such additional debt] with the Obligations secured under
      the Collateral Agency Agreement and the Security Documents. The Pledgor hereby
      acknowledges and agrees that its obligations under [such additional debt] shall
      be deemed to be "Additional Debt Obligations" pursuant to the Collateral Agency
      Agreement. 

     

    3. The
      Pledgor confirms and reaffirms the security interest in the Collateral granted
      to the Collateral Agent, for the benefit of the Collateral Agent and the Secured
      Parties under the Collateral Agency Agreement and the Security Documents; and
      hereby acknowledges and agrees that all references to "Secured Parties" in
      the
      Collateral Agency Agreement and the Security Documents shall be deemed to
      include all holders of the Additional Secured Debt as described on Schedule
      1
      hereto. 

     

    4. The
      Pledgor hereby represents and warrants that the representations and warranties
      contained in Section 3 of the Collateral Agency Agreement are true and correct
      on the date of this Supplement with all references therein and elsewhere in
      the
      Collateral Agency Agreement to "Additional Secured Debt", "Additional
      Debtholders" and, if applicable, "Additional Secured Debt Agent" to include
      the
      Additional Debt, Additional Debtholders and, if applicable, Additional Secured
      Debt Agent as listed on Schedule 1 hereto and on Schedule 1 to each Collateral
      Agency Agreement Supplement executed prior to the date hereof and with
      references therein to "this Collateral Agency Agreement" to mean the Collateral
      Agency 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Agreement
      as supplemented hereby. In addition, the Pledgor represents and warrants that
      this Supplement has been duly executed and delivered by the Pledgor and
      constitutes a legal, valid and binding obligation of the Pledgor enforceable
      against the Pledgor in accordance with its terms, except as may be limited
      by
      applicable bankruptcy, insolvency, reorganization, fraudulent conveyance,
      moratorium or similar laws affecting the enforcement of creditors' rights and
      remedies generally and by equitable principles of general applicability.


     

    5. The
      Additional Debtholders designated on Schedule 1 hereto, by their acceptance
      of
      the benefits of the Collateral Agency Agreement, hereby irrevocably designate
      the Collateral Agent to act on their behalf as specified in the Collateral
      Agency Agreement. Each such Additional Debtholder hereby irrevocably authorizes,
      and each holder of the Additional Debt Obligations by the acceptance of such
      Additional Debt Obligation and by the acceptance of the benefits of the
      Collateral Agency Agreement, shall be deemed irrevocably to authorize the
      Collateral Agent to take such action on its behalf under the Collateral Agency
      Agreement and instruments and agreements referred to therein and to exercise
      such powers and to perform such duties thereunder as are specifically delegated
      or required of the Collateral Agent by the terms thereof and such other powers
      as are reasonably incident thereto. 

     

    6. This
      Supplement is supplemental to the Collateral Agency Agreement, forms a part
      thereof and is subject to all the terms thereof. Each item listed on Schedule
      I
      hereto shall be and is included within the meaning of the terms "Additional
      Secured Debt", "Additional Debtholders" and, if applicable, "Additional Secured
      Debt Agent" as such terms are used in the Collateral Agency Agreement.


     

    IN
      WITNESS WHEREOF, the Pledgor has caused this Supplement to be duly executed
      and
      delivered on the date first set forth above. 

     

    
      	 	
              AMERENENERGY
                RESOURCES GENERATING COMPANY

               

              By:     
                _______________________     

                  Name:
                __________________

                         
                Title:   __________________

               

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	 
	
              Accepted
                and acknowledged as of

              the
                date first above written by:

               

              THE
                BANK OF NEW YORK TRUST 

              COMPANY,
                N. A.,
                as Collateral Agent 

               

              By:  ________________________     

                     
                Name: ___________________    

                     
                Title:   ___________________   

               

            	 
	
              [Additional
                Secured Debt Agent][Additional

              Debtholder]

               

              By:  ________________________     

                     
                Name:  __________________  

                     
                Title:    __________________  

               

            	 


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Schedule
      I

    to
      Collateral Agency Agreement Supplement

     

     

    ADDITIONAL
      SECURED DEBT

     

     

    
      	
              Title
                or Name of Additional 

              Secured
                Debt

            	
               

               

              Additional
                Debt Holders

            	
              Additional
                Secured

              Debt
                Agent