Credit Agreement dated July 14, 2006 - Illinois Facility


    Exhibit
      10.2

    
      
        

      



     

    CREDIT
      AGREEMENT

     

    DATED
      AS OF JULY 14, 2006

     

    


    among

     

     

    CENTRAL
      ILLINOIS PUBLIC SERVICE COMPANY

     

    CENTRAL
      ILLINOIS LIGHT COMPANY

     

    ILLINOIS
      POWER COMPANY

     

    AMERENENERGY
      RESOURCES GENERATING COMPANY

     

    CILCORP
      INC.,

    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

     

    BNP
      PARIBAS,

    THE
      BANK OF NEW YORK

    and

    WACHOVIA
      BANK, NATIONAL ASSOCIATION,

    as
      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...................................................................................................................................................................................................................................................

            	
              21

            
	 	 	 
	
              ARTICLE
                II

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

            	
              21

            
	 	 	
               

            
	
              2.1.

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

            	
              21

            
	
              2.2.

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

            	
              21

            
	
              2.3.

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

            	
              22

            
	
              2.4.

            	
              [omitted].........................................................................................................................................................................................................................................................

            	
              22

            
	
              2.5.

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

            	
              22

            
	
              2.6.

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

            	
              23

            
	
              2.7.

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

            	
              28

            
	
              2.8.

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

              and
                Borrower
                Sublimits................................................................................................................................................................................................................................

            	
              28

            
	
              2.9.

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

            	
              29

            
	
              2.10.

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

            	
              30

            
	
              2.11.

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

            	
              30

            
	
              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.........................................................................................................................................................................................................................................

            	
              31

            
	
              2.14.

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

            	
              32

            
	
              2.15.

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

            	
              32

            
	
              2.16.

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

            	
              32

            
	
              2.17.

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

            	
              33

            
	
              2.18.

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

            	
              33

            
	
              2.19.

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

            	
              34

            
	
              2.20.

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

            	
              34

            
	
              2.21.

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

            	
              34

            
	
              2.22.

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

            	
              34

            
	
              2.23.

            	
              Extension
                of Illinois Utility Maturity
                Dates..............................................................................................................................................................................................

            	
              35

            
	 	 	 
	
              ARTICLE
                III

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

            	
              36

            
	 	 	 
	
              3.1.

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

            	
              36

            
	
              3.2.

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

            	
              37

            
	
              3.3.

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

            	
              37

            
	
              3.4.

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

            	
              37

            
	
              3.5.

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

            	
              38

            
	
              3.6.

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

            	
              40

            
	
              3.7.

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

            	
              40

            
	
              3.8.

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

            	
              40

            


    

     

     

    
      
        i

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	 	 
	
              ARTICLE
                IV

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

            	
              40

            
	 	 	 
	
              4.1.

            	
              Closing
                Date......................................................................................................................................................................................................................................................

            	
              40

            
	
              4.2.

            	
              Effectivness
                of Lender Obligations as to Resources
                and CILCORP........................................................................................................................................................

            	
              41

            
	
              4.3

            	Accession
              Dates..............................................................................................................................................................................................................................................	42
	
              4.4    

            	Each
              Credit
              Extension......................................................................................................................................................................................................................................	46 
	 	 	 
	
              ARTICLE
                V

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

            	
              46

            
	 	 	 
	
              5.1.

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

            	
              47

            
	
              5.2.

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

            	
              47

            
	
              5.3.

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

            	
              47

            
	
              5.4.

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

            	
              47

            
	
              5.5.

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

            	
              48

            
	
              5.6.

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

            	
              48

            
	
              5.7.

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

            	
              48

            
	
              5.8.

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

            	
              48

            
	
              5.9.

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

            	
              49

            
	
              5.10.

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

            	
              49

            
	
              5.11.

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

            	
              49

            
	
              5.12.

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

            	
              49

            
	
              5.13.

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

            	
              49

            
	
              5.14.

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

            	
              49

            
	
              5.15.

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

            	
              50

            
	
              5.16.

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

            	
              50

            
	
              5.17.

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

            	
              50

            
	
              5.18.

            	
              Regulatory
                Matters..........................................................................................................................................................................................................................................

            	
              50

            
	
              5.19.

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

            	
              51

            
	
              5.20.

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

            	
              51

            
	
              5.21

            	Collateral
              Matters.............................................................................................................................................................................................................................................	51
	 	 	 
	
              ARTICLE
                VI

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

            	
              57

            
	 	 	 
	
              6.1.

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

            	
              57

            
	
              6.2.

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

            	
              59

            
	
              6.3.

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

            	
              59

            
	
              6.4.

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

            	
              59

            
	
              6.5.

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

            	
              59

            
	
              6.6.

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

            	
              59

            
	
              6.7.

            	
              Compliance
                with Laws; Federal Energy Regulatory Commission and 

              Illinois
                Commerce Commission
                Authorization.............................................................................................................................................................................................

            	
              59

            
	
              6.8.

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

            	
              60

            
	
              6.9.

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

            	
              60

            
	
              6.10.

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

            	
              60

            
	
              6.11.

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

            	
              60

            
	
              6.12.

            	
              Indebtedness
                of Project Finance Subsidiaries, Investments in Project 

              Finance
                Subsidiaries and Other Investments;
                Acquisitions.....................................................................................................................................................................

            	
              62

            
	
              6.13.

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

            	
              63

            


    

     

     

    
      
        ii

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              6.14.

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

            	
              66

            
	
              6.15.

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

            	
              67

            
	
              6.16.

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

            	
              67

            


    

    
      	
              6.17.

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

            	
              67

            
	
              6.18

            	Further
              Assurances........................................................................................................................................................................................................................................	
              67

            
	
              6.19

            	Other
              Indebtedness under Collateral
              Documents.....................................................................................................................................................................................	
              69

            
	
              6.20

            	Amendments
              of Collateral
              Documents........................................................................................................................................................................................................	69 
	
              6.21

            	Restricted
              Payments.......................................................................................................................................................................................................................................	70 
	
              6.22

            	CILCO
              Preferred
              Stock...................................................................................................................................................................................................................................	71 
	 	 	 
	
              ARTICLE
                VII

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

            	
              71

            
	 	 	 
	
              ARTICLE
                VIII

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

            	
              75

            
	 	 	 
	
              8.1.

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

            	
              75

            
	
              8.2.

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

            	
              75

            
	
              8.3.

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

            	
              76

            
	
              8.4

            	Release
              of
              Liens..............................................................................................................................................................................................................................................	77 
	 	 	 
	
              ARTICLE
                IX

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

            	
              77

            
	 	 	 
	
              9.1.

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

            	
              77

            
	
              9.2.

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

            	
              77

            
	
              9.3.

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

            	
              77

            
	
              9.4.

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

            	
              77

            
	
              9.5.

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

            	
              78

            
	
              9.6.

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

            	
              78

            
	
              9.7.

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

            	
              79

            
	
              9.8.

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

            	
              79

            
	
              9.9.

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

            	
              80

            
	
              9.10.

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

            	
              80

            
	
              9.11.

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

            	
              80

            
	
              9.12.

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

            	
              81

            
	
              9.13.

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

            	
              81

            
	
              9.14.

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

            	
              81

            
	
              9.15.

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

            	
              81

            
	 	 	 
	
              ARTICLE
                X

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

            	
              81

            
	 	 	 
	
              10.1.

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

            	
              81

            
	
              10.2.

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

            	
              82

            
	
              10.3.

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

            	
              82

            
	
              10.4.

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

            	
              82

            
	
              10.5.

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

            	
              82

            
	
              10.6.

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

            	
              83

            
	
              10.7.

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

            	
              83

            
	
              10.8.

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

            	
              83

            
	
              10.9.

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

            	
              84

            
	
              10.10.

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

            	
              84

            


    

     

     

    
      
        iii

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              10.11.

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

            	
              84

            
	
              10.12.

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

            	
              84

            
	
              10.13.

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

            	
              85

            
	
              10.14.

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

            	
              85

            
	
              10.15.

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

            	
              85

            
	 	 	 
	
              ARTICLE
                XI

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

            	
              85

            
	 	 	 
	
              11.1.

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

            	
              85

            
	
              11.2.

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

            	
              86

            


    

    
      	 	 	 
	
              ARTICLE
                XII

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

            	
              86

            
	 	 	 
	
              12.1.

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

            	
              86

            
	
              12.2.

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

            	
              88

            
	
              12.3.

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

            	
              89

            
	
              12.4.

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

            	
              91

            
	
              12.5.

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

            	
              91

            
	 	 	
               

            
	
              ARTICLE
                XIII

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

            	
              91

            
	 	 	 
	
              13.1.

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

            	
              91

            
	
              13.2.

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

            	
              92

            
	 	 	 
	
              ARTICLE
                XIV

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

            	
              92

            
	 	 	 
	
              ARTICLE
                XV

            	
              CHOICE
                OF LAW; CONSENT TO JURISDICTION; WAIVER OF

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

            	
              92

            


    

    


     

    
      
        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 Opinion of Counsel for Resources and CILCORP

              
	
                Exhibit
                  A.2

              	
                -

              	
                Form
                  of Opinion of Illinois Counsel for Resources and
                  CILCORP

              
	
                Exhibit
                  A.3

              	
                -

              	
                Form
                  of Opinion of Illinois Counsel for Illinois Utilities -- Closing
                  Date

              
	
                Exhibit
                  A.4

              	
                -

              	
                Form
                  of Opinion of Counsel for Illinois Utilities -- Accession
                  Date

              
	
                Exhibit
                  A.5

              	
                -

              	
                Form
                  of Opinion of Illinois Counsel for Illinois Utilities -- Accession
                  

              
	
                Exhibit
                  B

              	
                -

              	
                Form
                  of Compliance Certificate

              
	
                Exhibit
                  C

              	
                -

              	
                Form
                  of Assignment and Assumption Agreement

              
	
                Exhibit
                  D.1

              	
                -

              	
                Form
                  of Loan/Credit Related Money Transfer Instruction --
                  CIPS

              
	
                Exhibit
                  D.2

              	
                -

              	
                Form
                  of Loan/Credit Related Money Transfer Instruction --
                  CILCO

              
	
                Exhibit
                  D.3

              	
                -

              	
                Form
                  of Loan/Credit Related Money Transfer Instruction -- IP

              
	
                Exhibit
                  D.4

              	
                -

              	
                Form
                  of Loan/Credit Related Money Transfer Instruction --
                  Resources

              
	
                Exhibit
                  D.5

              	
                -

              	
                Form
                  of Loan/Credit Related Money Transfer Instruction --
                  CILCORP

              
	
                Exhibit
                  E

              	
                -

              	
                Form
                  of Promissory Note (if requested)

              
	
                Exhibit
                  F

              	
                -

              	
                Form
                  of Designation Agreement

              
	
                Exhibit
                  G 

              	
                -

              	
                Subordination
                  Terms

              
	
                Exhibit
                  H

              	
                -

              	
                Form
                  of CILCORP Pledge Agreement Supplement

              
	
                Exhibit
                  I

              	
                -

              	
                Form
                  of Amended Multi-Borrower Credit Agreement

              
	
                Exhibit
                  J-1

              	
                -

              	
                Form
                  of CILCO Bond Delivery Agreement

              
	
                Exhibit
                  J-2

              	
                -

              	
                Form
                  of CIPS Bond Delivery Agreement

              
	
                Exhibit
                  J-3

              	
                -

              	
                Form
                  of IP Bond Delivery Agreement

              
	
                Exhibit
                  K-1

              	
                -

              	
                Form
                  of CILCO Supplemental Indenture

              
	
                Exhibit
                  K-2

              	
                -

              	
                Form
                  of CIPS Supplemental Indenture

              
	
                Exhibit
                  K-3

              	
                -

              	
                Form
                  of IP Supplemental Indenture

              
	
                Exhibit
                  L-1

              	
                -

              	
                Form
                  of Resources Collateral Agency Agreement

              
	
                Exhibit
                  L-2

              	
                -

              	
                Form
                  of Resources Mortgage -- E.D. Edwards plant in Bartonville,
                  Illinois

              
	
                Exhibit
                  L-3

              	
                -

              	
                Form
                  of Resources Mortgage -- Duck Creek plant in Canton,
                  Illinois

              


      

    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    CREDIT
      AGREEMENT

     

    This
      Credit Agreement, dated as of July 14, 2006, is entered into by and among
      Central Illinois Public Service Company d/b/a AmerenCIPS, an Illinois
      corporation, Central Illinois Light Company d/b/a AmerenCILCO, an Illinois
      corporation, Illinois Power Company d/b/a AmerenIP, an Illinois corporation,
      AmerenEnergy Resources Generating Company, an Illinois corporation, CILCORP
      Inc., an Illinois corporation, the Lenders and JPMorgan Chase Bank, N.A., as
      Agent. The obligations of the Borrowers under this Agreement will be several
      and
      not joint, and the obligations of a Borrower will not be guaranteed by the
      Company or any other subsidiary of the Company (including, without limitation,
      any other Borrower). The parties hereto agree as follows:

     

    ARTICLE
      I  

     

     

    DEFINITIONS

     

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

     

    “Accession
      Date” means, with respect to each Illinois Utility, the date on which all the
      conditions set forth in Section 4.3 shall have been satisfied (or waived in
      accordance with Section 8.2) with respect to such Illinois Utility.

     

    “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 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, or (b) 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

     

    
      
        
        

      

      
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     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 Five Hundred Million Dollars ($500,000,000.00).

     

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

     

    “Agreement”
      means this 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.

     

    “Amended
      Multi-Borrower Credit Agreement” means the amendment and restatement of the
      Multi-Borrower Credit Agreement substantially in the form of Exhibit
      I.

     

    “Applicable
      Fee Rate” means (a) with respect to the Facility 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
      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.

     

    “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.

     

    
      
        
        

      

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

     

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

     

    “Assignment
      Agreement” is defined in Section 12.3.1.

     

    “Authorized
      Officer” 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, (b) the reduction of the Borrower Sublimit
      of
      such Borrower to zero pursuant to Section 2.8 or termination of the obligation
      to make Loans to, or issue Letters of Credit for, such Borrower pursuant to
      Section 8.1 and (c) 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 Revolving Credit Exposure at such time.

     

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

     

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

     

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

     

    “Borrower
      Sublimit” means (a) as to CIPS, $135,000,000, (b) as to each of CILCO and IP,
      $150,000,000, (c) as to Resources, $200,000,000 and (d) as to CILCORP,
      $50,000,000 or, in the case of any Borrower, any lesser amount to which the
      Borrower Sublimit of such Borrower shall have been reduced pursuant to Section
      2.8.

     

    “Borrower
      Swingline Sublimit” means (a) as to CIPS, $75,000,000, (b) as to each of CILCO,
      IP and Resources, $100,000,000, and (c) as to CILCORP, $25,000,000 or, in the
      case of any Borrower, any lesser amount to which the Borrower Sublimit of such
      Borrower shall have been reduced pursuant to Section 2.8.

     

    “Borrowers”
      means, at any time, Resources, CILCORP and each of the Illinois Utilities for
      which the Accession Date has occurred on or prior to such time; provided that
      from and after such time as the Credit Exposure of Resources, CILCORP or any
      Illinois Utility has been reduced to zero and its Borrower Sublimit has been
      reduced to zero, such entity shall no longer be a “Borrower” for any and all
      purposes of this Agreement and shall no longer be subject to the provisions
      of
      Article VI and VII of this Agreement (except to the extent that such provisions
      may be applicable to such entity as a “Subsidiary” of a “Borrower”). If an
      Illinois Utility shall not 

     

    
      
        
        

      

      
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    have
      become a Borrower on or prior to the first anniversary of the Closing Date,
      such
      Illinois Borrower shall not thereafter become a Borrower.

     

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

     

    “Borrowing
      Notice” is defined in Section 2.11.

     

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

     

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

     

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

     

    “Change
      in Control” means, 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 such Borrower on a fully diluted basis;
      (iii) in the case of CILCORP, CILCORP 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 either Resources or CILCO on a fully diluted basis;
      or (iv) 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 a Subsidiary of the Company. 

     

    
      
        
        

      

      
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    “CILCO
      Bond Delivery Agreement” means an agreement substantially in the form of Exhibit
      J-1 whereby the Agent (i) acknowledges delivery of the CILCO Credit Agreement
      Bond and (ii) agrees to hold the CILCO Credit Agreement Bond for the benefit
      of
      the Lenders and to distribute all payments made by CILCO on account thereof
      to
      the Lenders.

     

    “CILCO
      Collateral Documents” means the CILCO Bond Delivery Agreement, the CILCO
      Indenture, the CILCO Credit Agreement Bond, the CILCO Supplemental Indenture
      and
      each other agreement, instrument or document executed and delivered pursuant
      to
      Section 6.18.1 to secure any of the Obligations of CILCO.

     

    "CILCO
      Credit Agreement Bond" means, collectively, one or more First Mortgage Bonds
      substantially in the form set forth in the CILCO Supplemental Indenture issued
      by CILCO to the Agent pursuant to the CILCO Indenture in the aggregate principal
      amount from time to time equal to the Borrower Sublimit applicable to
      CILCO.

     

    “CILCO
      Indenture” means the Indenture of Mortgage and Deed of Trust dated as of April
      1, 1933, as supplemented by the CILCO Supplemental Indenture and as heretofore
      or from time to time hereafter supplemented and amended in compliance herewith,
      between CILCO and the CILCO Trustee.

     

    “CILCO
      Supplemental Indenture" means the Supplemental Indenture substantially in the
      form of Exhibit K-1, supplementing the CILCO Indenture to provide for the
      creation and issuance of the CILCO Credit Agreement Bond.

     

    “CILCO
      Trustee" means Deutsche Bank Trust Company Americas f/k/a Bankers Trust Company,
      as Trustee, and any other successors thereto, as trustee under the CILCO
      Indenture.

     

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

     

    “CILCORP
      Collateral Documents” means the CILCORP Pledge Agreement, the CILCORP Pledge
      Agreement Supplement and each other agreement, instrument or document executed
      and delivered pursuant to Section 6.18.5 to secure any of the Obligations of
      CILCORP.

     

    “CILCORP
      Pledge Agreement” means the Pledge Agreement dated as of October 18, 1999 (as
      supplemented by the CILCORP Pledge Agreement Supplement and as the same has
      been
      and may hereafter be supplemented by any other pledge agreement supplement
      or
      otherwise amended or modified in compliance herewith), made by CILCORP in favor
      of The Bank of New York, as collateral agent thereunder, for the benefit of
      the
      collateral agent and secured parties thereunder.

     

    “CILCORP
      Pledge Agreement Supplement” means the Pledge Agreement Supplement,
      substantially in the form of Exhibit H, made by CILCORP in favor of The Bank
      of
      New York, as collateral agent under the CILCORP Pledge Agreement, to secure
      the
      Obligations of CILCORP under the CILCORP Pledge Agreement.

     

    “CIPS”
      means Central Illinois Public Service Company d/b/a AmerenCIPS, an Illinois
      corporation and a Subsidiary of the Company.

     

    
      
        
        

      

      
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    “CIPS
      Bond Delivery Agreement” means an agreement substantially in the form of Exhibit
      J-2 whereby the Agent (i) acknowledges delivery of the CIPS Credit Agreement
      Bond and (ii) agrees to hold the CIPS Credit Agreement Bond for the benefit
      of
      the Lenders and to distribute all payments made by CIPS on account thereof
      to
      the Lenders.

     

    “CIPS
      Collateral Documents” means the CIPS Bond Delivery Agreement, the CIPS
      Indenture, the CIPS Credit Agreement Bond, the CIPS Supplemental Indenture
      and
      each other agreement, instrument or document executed and delivered pursuant
      to
      Section 6.18.2 to secure any of the Obligations of CIPS.

     

    “CIPS
      Credit Agreement Bond” means, collectively, one or more First Mortgage Bonds
      substantially in the form set forth in the CIPS Supplemental Indenture issued
      by
      CIPS to the Agent pursuant to the CIPS Indenture in the aggregate principal
      amount from time to time equal to the Borrower Sublimit applicable to
      CIPS.

     

    “CIPS
      Indenture” means the Indenture dated October 1, 1941, as supplemented by the
      CIPS Supplemental Indenture and as heretofore or from time to time hereafter
      supplemented and amended in compliance herewith, between CIPS and the CIPS
      Trustees.

     

    “CIPS
      Supplemental Indenture" means the Supplemental Indenture substantially in the
      form of Exhibit K-2, supplementing the CIPS Indenture to provide for the
      creation and issuance of the CIPS Credit Agreement Bond.

     

    “CIPS
      Trustees" means U.S. Bank National Association and Patrick J. Crowley, as
      Trustees, and any other successors thereto, as trustees under the CIPS
      Indenture.

     

    “Closing
      Date” means July 14, 2006.

     

    “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.

     

    “Collateral
      Documents” means the CILCO Collateral Documents, the CIPS Collateral Documents,
      the IP Collateral Documents, the Resources Collateral Documents and the CILCORP
      Collateral Documents.

     

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

     

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

     

    “Commitment
      Termination Date” means January 14, 2010. 

     

    
      
        
        

      

      
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    “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.

     

    “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.

     

    “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 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 Illinois Utility and
      each Borrower, (a) in the case of CIPS, 19.7%, (b) in the case of CILCO, 21.9%,
      (c) in the case of IP, 21.9%, (d) in the case of Resources, 29.2%, and (e)
      in
      the case of CILCORP, 7.3%;

     

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

    provided
      that, 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, and
provided further
      that (i)
      if an Illinois Utility has not become a Borrower on or before the first
      anniversary of the Closing Date or (ii) if after being a “Borrower” hereunder
      any Borrower shall cease to be a “Borrower” under this Agreement, the
      Contribution Percentage of such entity shall be allocated ratably to each
      remaining Borrower or Illinois Utility in proportion to the Contribution
      Percentages of such remaining Borrowers and Illinois Utilities. The Contribution
      Percentage with respect to any amount shall be determined as of the time such
      amount becomes due.

     

    “Conversion/Continuation
      Notice” is defined in Section 2.12.

     

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

     

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

     

    “Default”
      means an event described in Article VII.

     

    “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 BNP Paribas, The Bank of New York and Wachovia Bank, National
      Association.

     

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

     

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

     

    “Environmental
      Laws” means any and all federal, state, local and foreign statutes, laws,
      judicial decisions, regulations, ordinances, rules, judgments, orders, decrees,
      plans, injunctions, permits, concessions, grants, franchises, licenses,
      agreements and other governmental restrictions relating to (i) the protection
      of
      the environment, (ii) the effect of the environment on human 

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

    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, as to any Borrower, (a) any Reportable Event with respect to
      such Borrower or any Commonly Controlled Entity of such Borrower; (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 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 to any Borrower 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) 

     

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

    applicable
      to such Interest Period, plus (ii) the then Applicable Margin applicable to
      such
      Borrower, changing as and when the Applicable Margin changes.

     

    “Exchange
      Act Documents” means (a) the Annual Report of each of the Company, the Illinois
      Utilities and CILCORP 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, the Illinois Utilities and CILCORP 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, the Illinois Utilities
      and
      CILCORP 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 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.

     

    “Facility
      Fee” is defined in Section 2.8.1. 

     

    “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.

     

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

     

    
      	
              Borrower

            	
              FERC
                Limit

            
	
              CIPS

            	
              $
                250,000,000

            
	
              CILCO

            	
              $
                250,000,000

            


    

    


    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

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

     

    “Floating
      Rate” means, for any day, with respect to a Borrower, 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 applicable to such Borrower, 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.

     

    “Illinois
      Utility” means each of IP, CIPS and CILCO. 

     

    “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.


     

    “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, (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, 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; provided, however,
      that (i)
      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

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    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 a
      Subsidiary of the Company.

     

    “IP
      Bond
      Delivery Agreement” means an agreement substantially in the form of Exhibit J-3
      whereby the Agent (i) acknowledges delivery of the IP Credit Agreement Bond
      and
      (ii) agrees to hold the IP Credit Agreement Bond for the benefit of the Lenders
      and to distribute all payments made by IP on account thereof to the
      Lenders.

     

    “IP
      Collateral Documents” means the IP Bond Delivery Agreement, the IP Indenture,
      the IP Credit Agreement Bond, the IP Supplemental Indenture and each other
      agreement, instrument or document executed and delivered pursuant to Section
      6.18.3 to secure any of the Obligations of IP.

     

    "IP
      Credit Agreement Bond" means, collectively, one or more First Mortgage Bonds
      substantially in the form set forth in the IP Supplemental Indenture issued
      by
      IP to the Agent pursuant to the IP Indenture in the aggregate principal amount
      from time to time equal to the Borrower Sublimit applicable to IP.

     

    “IP
      Indenture” means the General Mortgage Indenture and Deed of Trust dated as of
      November 1, 1992, as supplemented by the IP Supplemental Indenture and as
      heretofore or from time to time hereafter supplemented and amended in compliance
      herewith between IP and the IP Trustee.

     

    “IP
      Supplemental Indenture" means the Supplemental Indenture substantially in the
      form of Exhibit K-3, supplementing the IP Indenture to provide for the creation
      and issuance of the IP Credit Agreement Bond.

     

    “IP
      Trustee" means BNY Midwest Trust Company as successor to Harris Trust and
      Savings Bank, as Trustee, and any other successors thereto, as trustee under
      the
      IP Indenture.

     

    “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

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

    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 or
      transferred to this Agreement in accordance with Section 2.6(a) on the Accession
      Date of any Illinois Utility.

     

    “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.

     

    “Lien”
      means any lien (statutory or other), mortgage, pledge, hypothecation,
      assignment, deposit arrangement, encumbrance or preference, priority or other
      security agreement or 

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

    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, the Collateral Documents 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.

     

    “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.

     

    “Material
      Indebtedness” means any Indebtedness (other than any Indebtedness incurred as
      part of any Permitted Securitization) in an outstanding principal amount of
      $25,000,000 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 in the case of (a) Resources and CILCORP, the Commitment Termination
      Date, and (b) in the case of each Illinois Utility, July 13, 2007, or any date
      to which such Illinois Utility’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
      Resources, 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, Ameren Energy Generating Company 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.

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

    “Multi-Borrower
      Credit Agreement” means the Amended and Restated Five-Year Revolving Credit
      Agreement dated as of July 14, 2005, among the Company, certain Subsidiaries
      of
      the Company, the lenders from time to time party thereto and JPMCB, as
      administrative agent.

     

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

     

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

     

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

     

    “Note”
is
      defined in Section 2.16.

     

    “Obligations”
      means, with respect to any Illinois Utility or Borrower, all Loans,
      reimbursement obligations in respect of LC Disbursements, advances, debts,
      liabilities, obligations, covenants and duties owing by such Illinois Utility
      or
      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 Illinois
      Utility or Borrower under this Agreement or any other Loan
      Document.

     

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

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

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

     

    “Other
      Taxes” is defined in Section 3.5(ii).

     

    “Participants”
      is defined in Section 12.2.1.

     

    “Payment
      Date” means the last day of each March, June, September and December and the
      Commitment Termination Date.

     

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

     

    “Permitted
      Securitization” means any sale, grant and/or contribution, or series of related
      sales, grants and/or contributions, by an Illinois Utility or any Subsidiary
      of
      such Illinois Utility 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 paid 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 Utility or to a Subsidiary
      of such Illinois Utility 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 Utility or any Subsidiary (other than
      any SPC that is a party to such transaction) of such Illinois Utility 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 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.

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

    “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 Revolving Credit Exposure at such time and the denominator of
      which is the Aggregate Revolving Credit Exposure at such time (and if there
      shall be no Revolving Credit Exposures at such time, the Lenders’ Pro Rata
      Shares shall be determined on the basis of the Revolving 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 Borrower 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 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 Utility or any
      Subsidiary of such Illinois Utility in respect of the recovery of deferred
      power
      supply costs and/or other costs through charges applied and invoiced to
      customers of such Illinois Utility 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 

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

    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 Revolving 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).

     

    “Resources”
      means AmerenEnergy Resources Generating Company, an Illinois corporation and
      a
      Subsidiary of the Company.

     

    “Resources
      Collateral Documents” means the Resources Collateral Agency Agreement, the
      Resources Mortgages and each other agreement, instrument or document executed
      and delivered pursuant to Section 6.18.4 to secure any of the Obligations of
      Resources.

     

    “Resources
      Collateral Agency Agreement” means the Resources Collateral Agency Agreement,
      substantially in the form of Exhibit L-1, made and entered into, by Resources
      in
      favor of The Bank of New York Trust Company, N.A., as collateral agent for
      the
      secured parties thereunder, as it may, subject to Section 6.20.4, be amended
      or
      modified in accordance with its terms.

     

    “Resources
      Mortgaged Property” means, as of any particular time, with respect to each
      Resources Mortgage, all real and personal property at such time intended to
      be
      subjected to the lien of such mortgage.

     

    “Resources
      Mortgages” means each of (a) the Open-Ended Mortgage, Security Agreement,
      Assignment, Assignment of Rents and Leases and Fixture Filing, substantially
      in
      the 

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

     

    form
      of
      Exhibit L-2, by Resources to The Bank of New York Trust Company, N.A., as
      collateral agent for the secured parties thereunder in respect of the E.D.
      Edwards plant in Bartonville, Illinois, as it may, subject to Section 6.20.4,
      be
      amended or modified in accordance with the terms of the Resources Collateral
      Agency Agreement, and (b) the Open-Ended Mortgage, Security Agreement,
      Assignment, Assignment of Rents and Leases and Fixture Filing, substantially
      in
      the form of Exhibit L-3, by Resources to The Bank of New York Trust Company,
      N.A., as collateral agent for the secured parties thereunder in respect of
      the
      Duck Creek plant in Canton, Illinois, as it may, subject to Section 6.20.4,
      be
      amended or modified in accordance with the terms of the Resources Collateral
      Agency Agreement.

     

    “Restricted
      Payment” means any dividend or other distribution (whether in cash, securities
      or other property) with respect to any capital stock in any Borrower, or any
      payment (whether in cash, securities or other property), including any sinking
      fund or similar deposit, on account of the purchase, redemption, retirement,
      acquisition, cancelation or termination of any capital stock in any Borrower
      or
      any option, warrant or other right to acquire any such capital stock in any
      Borrower.

     

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

     

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

     

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

     

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

     

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

     

    “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.

     

    
      
        
        

      

      
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    “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 any Illinois Utility nor any Subsidiary of any Illinois Utility
      shall constitute a “Subsidiary” hereunder until the Accession Date for such
      Illinois Utility for any purpose of this Agreement except that (ii) CILCO and
      Resources and their respective Subsidiaries shall at all times constitute
“Subsidiaries” of CILCORP notwithstanding that CILCO may not be a “Borrower” or
      a “Subsidiary” at such time. Unless otherwise expressly provided, all references
      herein to a “Subsidiary” shall mean a Subsidiary of the Company.

     

    “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.

     

    
      
        
        

      

      
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    “Transferred
      Letters of Credit” means, with respect to each Illinois Utility, the letters of
      credit outstanding as “Letters of Credit” as of the Accession Date for such
      Borrower under the Amended Multi-Borrower Credit Agreement.

     

    “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).

     

    “Type”
      means, with respect to any Advance, its nature as a 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, 4.2,
      4.3 and 4.4, 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 (or, in
      the
      case of any Illinois Utility, the Accession Date for such Borrower) 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 Revolving 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 Borrower Credit
      Exposure of any Borrower exceed the Borrower Sublimit of such Borrower. Subject
      to the terms of this Agreement, each Borrower may, severally and not jointly
      with the other Borrowers, borrow, repay and reborrow Revolving Loans at any
      time
      prior to the Availability Termination Date for such Borrower. The commitment
      of
      each Lender to lend to each Borrower hereunder shall automatically expire on
      the
      Availability Termination Date for such Borrower.

     

    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,
      and (ii) 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


     

    
      
        
        

      

      
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    such
      Swingline Loan is made; provided
      that on
      each date that a Revolving 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 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,
      or
      (b) Swingline Loans.

     

    2.4.  [omitted]. 

     

    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 (or, in the case of any Illinois Utility, the Accession Date for
      such Borrower) and prior to the Availability Termination Date for such Borrower,
      in an amount that will not result in the Swingline Exposure exceeding
      $200,000,000; provided
      that
      (i) at no time shall the Aggregate Revolving Credit Exposure exceed the
      Aggregate Commitment, (ii) at no time shall the Committed Credit Exposure of
      any
      Lender exceed its Commitment, (iii) at no time shall the Borrower Credit
      Exposure of any Borrower exceed the Borrower Sublimit of such Borrower and
      (iv) at no time shall the outstanding Swingline Loans made to any Borrower
      exceed the Borrower Swingline Sublimit of such Borrower; 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 

     

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

     

    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 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 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, each Borrower may request the
      issuance of Letters of Credit for its own account in a form reasonably
      acceptable to the Agent and the applicable Issuing Bank, at any time and from
      time to time prior to the Availability Termination Date for such Borrower.
      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. On the Accession Date for each
      Illinois Utility, each Issuing Bank that has issued a Transferred Letter of
      Credit shall be deemed, without further action by any party hereto, to have
      granted to each Lender, and each Lender shall have been deemed to have purchased
      from such Issuing Bank, a participation in such Transferred Letter of Credit
      in
      accordance with paragraph (d) below. The Issuing Banks that are also party
      to
      the Amended Multi-Borrower Credit Agreement agree that, concurrently with such
      grant, the participations in 

     

    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    

     

    the
      Transferred Letters of Credit granted to the lenders under the Amended
      Multi-Borrower Credit Agreement shall be automatically canceled without further
      action by any of the parties thereto. On and after the applicable Accession
      Date
      each Transferred Letter of Credit shall constitute a Letter of Credit for all
      purposes hereof. Any Lender that issued a Transferred Letter of Credit but
      shall
      not have entered into an Issuing Bank Agreement shall have the rights of an
      Issuing Bank as to such Letter of Credit for purposes of this Section
      2.6.

     

    (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 extension (which shall be a Business Day), the date on which such
      Letter of Credit is to expire (which shall comply with paragraph (c) of
      this Section), the amount of such Letter of Credit, the 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
      Revolving Credit Exposure will not exceed the Aggregate Commitment, (ii) the
      Committed Credit Exposure of any Lender will not exceed its Commitment,
      (iii) the Borrower Credit Exposure of any Borrower will not exceed the
      Borrower Sublimit of such Borrower and (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. 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), (ii) the Availability Termination Date for
      the
      applicable Borrower and (iii) the date that is five Business Days prior to
      the Commitment Termination Date; provided
      that,
      with the prior consent of the Agent and the applicable Issuing Bank, a Letter
      of
      Credit may be extended beyond the Availability Termination Date for the
      applicable Borrower or the fifth Business Day prior to the Commitment
      Termination Date, as applicable, so long as the applicable 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 

     

    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    

     

    amount
      of
      all of its outstanding Letters of Credit with an expiration date later than
      the
      Availability Termination Date for the applicable Borrower or the fifth Business
      Day prior to the Commitment Termination Date, as applicable.

     

    (d)
        Participations.
      Effective with respect to the Transferred Letters of Credit upon the occurrence
      of the applicable Accession Date, and effective upon the issuance of each other
      Letter of Credit (or any amendment thereto 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 Bank or,
      to
      the extent that Lenders have made payments pursuant to this paragraph to
      reimburse

     

    
      
        
        

      

      
        25

        
          

        

      

      
        
        

      

    

     

    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
      Borrower by telephone (confirmed by telecopy) of such demand for payment and
      whether such 

     

    
      
        
        

      

      
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    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 Borrower’s Obligations or (i) if no such Obligations are
      then due and owing and no Default

     

    
      
        
        

      

      
        27

        
          

        

      

      
        
        

      

    

    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.

     

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

     

    2.8.1
        Facility
      Fee.
      Each of
      the Illinois Utilities and the Borrowers agrees, severally and not jointly,
      to
      pay to the Agent for the account of each Lender a facility fee (the “Facility
      Fee”) at a per annum rate equal to, in the case of each Illinois Utility and
      Borrower, the Applicable Fee Rate for it on its Contribution Percentage of
      such
      Lender’s Commitment (whether used or unused) from and including the Closing Date
      to and including the first date following the Closing Date (or, in the case
      of
      each Illinois Utility, its Accession Date) on which both the Borrower Credit
      Exposure and the Borrower Sublimit of such Illinois Utility or Borrower shall
      be
      zero or, in the case of any Illinois Utility that shall not have become a
      Borrower on or before the first anniversary of the Closing Date, such first
      anniversary, payable quarterly in arrears on each Payment Date hereafter and
      on
      the Commitment 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 

     

    
      
        
        

      

      
        28

        
          

        

      

      
        
        

      

    

     

    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 Credit
      issued for the account of such Borrower during the period from and including
      the
      Closing Date (or, in the case of each Illinois Utility, its Accession 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 (or, in the case of an Illinois Utility, its
      Accession Date) to but excluding the later of the date of termination of such
      Issuing Bank’s LC Commitment and the date on which there ceases to be any LC
      Exposure attributable to Letters of Credit issued by such Issuing Bank, 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 Borrower 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 Borrower, or the Company on its behalf, may
      permanently reduce its respective Borrower 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 Revolving Credit Exposure and (ii) the Borrower Sublimit of any
      Borrower may not be reduced below the Borrower Credit Exposure of such
      Borrower.

     

    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 

     

    
      
        
        

      

      
        29

        
          

        

      

      
        
        

      

    

     

    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 Borrower may be in the
      amount equal to the lesser of the Available Aggregate Commitment and the amount
      by which the Borrower Sublimit of such Borrower exceeds the Borrower Credit
      Exposure of such Borrower

     

    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.

     

    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.

     

    
      
        
        

      

      
        30

        
          

        

      

      
        
        

      

    

    2.12.  Conversion
      and Continuation of Outstanding Revolving Advances; No Conversion or
      Continuation of Revolving Eurodollar Advances After Default.
      Revolving Floating Rate Advances shall continue as Floating Rate Advances unless
      and until such Revolving Floating Rate Advances are converted into Revolving
      Eurodollar Advances pursuant to this Section 2.12 or are repaid in accordance
      with Section 2.10. Each Revolving Eurodollar Advance shall continue as a
      Eurodollar Advance until the end of the then applicable Interest Period
      therefor, at which time such Revolving Eurodollar Advance shall be automatically
      converted into a Revolving Floating Rate Advance unless (x) such Revolving
      Eurodollar Advance is or was repaid in accordance with Section 2.10 or (y)
      the
      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 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 

     

    
      
        
        

      

      
        31

        
          

        

      

      
        
        

      

    

     

    the
      applicable Borrower’s selections under Sections 2.11 and 2.12 and otherwise in
      accordance with the terms hereof.

     

    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 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 . 

            


    

     

    
      
        
        

      

      
        32

        
          

        

      

      
        
        

      

       

      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

       

    

    
      	(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 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 and fees hereunder shall be calculated for actual days elapsed on
      the
      basis of a 360-day year. Interest on Floating Rate Advances shall be calculated
      for actual days elapsed on the basis of a 365/366-day year. Interest shall
      be
      payable for the day an Advance is made but not for the day of any payment on
      the
      amount paid if payment is received prior to 12:00 noon (New York time) at the
      place of payment. If any payment of principal of or interest on an Advance,
      any
      fees or any other amounts payable to the Agent or any Lender hereunder shall
      become due on a day which is not a Business Day, such payment shall be made
      on
      the next succeeding Business Day and, in the case of principal payment,
      such

     

    
      
        
        

      

      
        33

        
          

        

      

      
        
        

      

    

     

    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 or Borrower Sublimit 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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    Revolving
      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 Revolving Credit Exposure would exceed the
      Aggregate Commitment, or (y) the Borrower Credit Exposure of any Borrower
      would exceed the Borrower Sublimit of such Borrower.

     

    2.23.  Extension
      of Illinois Utility Maturity Dates.
      (a)
      Any
      Illinois Utility that is a Borrower may, by notice (a “Borrower 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 Borrower request an
      extension of such Maturity Date with respect to such Borrower 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
      Borrower) and on or prior to (but in no event after) the Commitment Termination
      Date. Each Lender shall, by notice to such applicable Borrower and the Agent
      given not later than the 20th
      day
      after the date of the Agent’s receipt of such Borrower’s Borrower Maturity Date
      Extension Request, advise such applicable Borrower 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 Borrower 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 Borrower Maturity
      Date
      Extension Request, then the Maturity Date with respect to the applicable
      Borrower 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 Borrower; provided,
      that
      the Maturity Date with respect to a Borrower shall in no event be extended
      beyond the Commitment Termination Date. Notwithstanding the foregoing, no
      extension of the Maturity Date with respect to any Borrower pursuant to this
      paragraph shall become effective unless (i) the Agent shall have received
      documents consistent with those delivered with respect to such Borrower pursuant
      to Sections 4.1.1 through 4.1.3 and Sections 4.3.1 through 4.3.3, giving effect
      to such extension and (ii) on the Existing Maturity Date applicable to such
      Borrower, the conditions set forth in Sections 4.4.1 and 4.4.2 shall be
      satisfied with respect to such Borrower (with all references in Sections 5.5
      and
      5.7 to “the date of this 

     

    
      
        
        

      

      
        35

        
          

        

      

      
        
        

      

    

     

    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
      Borrower.

     

    (b)
        In
      the
      event that the Agent shall have received a certificate executed by the chief
      financial officer, the controller or the treasurer of any Illinois Utility
      to
      the effect that such Illinois Utility has received all regulatory approvals
      required to permit it to borrow and participate under this Agreement through
      the
      Commitment Termination Date (and attaching all such approvals), the Maturity
      Date with respect to such Illinois Utility shall be extended to the Commitment
      Termination Date effective as of the date such certificate is received by the
      Agent.

     

    


     

    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 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 or Eurodollar Loans or reduces any amount receivable by any Lender
      or
      any applicable Lending Installation in connection with its Commitment or
      Eurodollar Loans or requires any Lender or any applicable Lending Installation
      to make any payment calculated by reference to the amount of Commitment or
      Eurodollar Loans held or interest received by it, by an amount deemed material
      by such Lender,

     

    
      
        
        

      

      
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    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 or
      Eurodollar Loans or to reduce the return received by such Lender or applicable
      Lending Installation in connection with such Commitment or Eurodollar 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 Revolving Credit Exposure or its Commitment hereunder (after
      taking into account such Lender’s policies as to capital adequacy). “Change”
means (i) any change after the Closing Date in the Risk-Based Capital Guidelines
      or (ii) any adoption of, or change in, or change in the interpretation or
      administration of any other law, governmental or quasi-governmental rule,
      regulation, policy, guideline, interpretation, or directive (whether or not
      having the force of law) after the Closing Date which affects the amount of
      capital required or expected to be maintained by any Lender or any Lending
      Installation or any corporation controlling any Lender. “Risk-Based Capital
      Guidelines” means (i) the risk-based capital guidelines in effect in the United
      States on the Closing Date, including transition rules, and (ii) the
      corresponding capital regulations promulgated by regulatory authorities outside
      the United States implementing the July 1988 report of the Basle Committee
      on
      Banking Regulation and Supervisory Practices Entitled “International Convergence
      of Capital Measurements and Capital Standards,” including transition rules, and
      any amendments to such regulations adopted prior to the Closing
      Date.

     

    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 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 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 is not prepaid on the date specified by such Borrower for
      any
      reason, such Borrower will indemnify

     

    
      
        
        

      

      
        37

        
          

        

      

      
        
        

      

    

    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.

     

    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 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 Borrowers 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 Borrowers and 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.
                .

            


    

     

     

    
      
        
        

      

      
        38

        
          

        

      

      
        
        

      

    

    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 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
                Borrowers (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 . 

            


    

     

     

    
      
        
        

      

      
        39

        
          

        

      

      
        
        

      

    

     

    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 each applicable Borrower) 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
      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 Illinois Utilities and all the Borrowers, with
      each of them being severally liable for its Contribution Percentage of such
      amount.

     

    ARTICLE
      IV

     

    CONDITIONS
      PRECEDENT

     

    4.1.  Closing
      Date.
      The
      Closing Date shall occur and the Credit Agreement shall become effective on
      the
      date on which each of the following conditions precedent is satisfied (or waived
      in accordance with Section 8.2) and the Borrowers deliver to the Agent 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 

     

    
      
        
        

      

      
        40

        
          

        

      

      
        
        

      

    

     

    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.

     

    4.1.4
        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 Closing 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 Amended Multi-Borrower
      Credit Agreement shall have become effective.

     

    4.2.  Effectiveness
      of Lender Obligations as to Resources and CILCORP.
      The
      obligations of the Lenders and the Issuing Banks to make Credit Extensions
      hereunder to Resources or CILCORP shall not become effective until the date
      on
      which each of the following conditions precedent with respect to such Borrower
      is satisfied (or waived in accordance with Section 8.2) and such Borrower
      delivers to the Agent the items specified below:

     

    4.2.1
        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 such Borrower, stating that on the
      Closing Date (a) no Default or Unmatured Default in respect of such Borrower
      has
      occurred and is continuing, and (b) all of the representations and warranties
      of
      such Borrower in Article V and in each Collateral Document to which such
      Borrower is a party 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.

     

    4.2.2
        Written
      opinions of such Borrower’s 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, and the written opinion of counsel for the Illinois Utilities, in
      form
      and substance satisfactory to the Agent and addressed to the Lenders, in
      substantially the form of Exhibit A.3.

     

    
      
        
        

      

      
        41

        
          

        

      

      
        
        

      

    

    4.2.3
        Delivery
      of copies of such Borrower’s required regulatory authorizations identified on
      Schedule 4, if any.

     

    4.2.4
        Any
      Notes
      of such Borrower requested by Lenders pursuant to Section 2.16 payable to the
      order of each such requesting Lender.

     

    4.2.5
        Written
      money transfer instructions of such Borrower, in substantially the form of
      Exhibit D.4 or D.5, as applicable, 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.

     

    4.2.6
        All
      documentation and other information that any Lender shall reasonably have
      requested in respect of such Borrower 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.

     

    4.2.7
        In
      the
      case of Resources, the Agent shall have received (i) counterparts of the
      Resources Collateral Agency Agreement and each Resources Mortgage duly executed
      and delivered by the record owner of each Resources Mortgaged Property, (ii)
      a
      policy or policies of title insurance issued by a nationally recognized title
      insurance company insuring the Lien of each such Resources Mortgage as a valid
      first Lien on the Resources Mortgaged Property described therein, free of any
      other Liens except as expressly permitted by the applicable Resources Mortgage,
      together with such endorsements, coinsurance and reinsurance as the Agent may
      reasonably request, and (iii) such surveys, abstracts, legal opinions, abstracts
      of title and other documents as the Agent may reasonably request with respect
      to
      any such Resources Mortgage or Resources Mortgaged Property.

     

    4.2.8
        In
      the
      case of CILCORP, the Agent shall have received from CILCORP a counterpart of
      the
      CILCORP Pledge Agreement Supplement duly executed and delivered on behalf of
      CILCORP and evidence that upon receipt of such counterpart the Obligations
      of
      CILCORP shall be “Additional Debt Obligations” under the CILCORP Pledge
      Agreement.

     

    4.2.9
        Such
      other documents as any Lender or its counsel may have reasonably
      requested.

     

    4.3.  Accession
      Dates.
      The
      Accession Date for any Illinois Utility shall not occur, and the obligations
      of
      the Lenders and the Issuing Banks to make Credit Extensions hereunder to such
      Illinois Utility shall not become effective, until the date on which each of
      the
      following conditions precedent is satisfied (or waived in accordance with
      Section 8.2) with respect to such Illinois Utility and such Illinois Utility
      delivers to the Agent the items specified below:

     

    4.3.1
        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 such Illinois Utility, stating that
      on
      the applicable Accession Date (a) no Default or Unmatured Default in


     

    
      
        
        

      

      
        42

        
          

        

      

      
        
        

      

    

     

    respect
      of such Illinois Utility has occurred and is continuing (with compliance with
      Section 6.12.2 being determined for purposes of this Section 4.3.1 as if Section
      6.12.2 were applicable to such Illinois Utility on and after the Closing Date),
      and (b) all of the representations and warranties of such Illinois Utility
      in
      Article V and in each Collateral Document to which such Illinois Utility is
      a
      party 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.

     

    4.3.2
        Written
      opinions of such Illinois Utility’s counsel, in form and substance satisfactory
      to the Agent and addressed to the Lenders, in substantially the form of Exhibits
      A.4 and A.5.

     

    4.3.3
        Delivery
      of copies of such Illinois Utility’s required regulatory authorizations
      identified on Schedule 4.

     

    4.3.4
        Any
      Notes
      of such Illinois Utility requested by Lenders pursuant to Section 2.16 payable
      to the order of each such requesting Lender.

     

    4.3.5
        Written
      money transfer instructions of such Illinois Utility, in substantially the
      form
      of Exhibit D.1, D.2 or D.3, as applicable, 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.

     

    4.3.6
        In
      the
      case of CILCO, the Agent shall have received:

     

    (i)
      The
      CILCO Credit Agreement Bond in the aggregate principal amount equal to CILCO’s
      Borrower Sublimit as of the Accession Date.

    


    (ii)
      A
      certificate of a duly authorized officer of the CILCO Trustee, certifying that
      the CILCO Credit Agreement Bond has been authenticated and is outstanding under
      the CILCO Indenture.

    


    (iii)
      A
      certificate of a duly authorized officer of CILCO certifying that attached
      thereto is (x) a true, correct and complete copy of the CILCO Indenture, as
      amended and supplemented by supplemental indentures, including the CILCO
      Supplemental Indenture, omitting copies of supplemental indentures that provide
      solely for the establishment and issuance of particular series of bonds or
      the
      addition of property, (y) a listing of the supplemental indentures currently
      in
      effect and confirming that the supplemental indentures specifically identified
      in such list as having amended or modified the terms of the CILCO Indenture
      as
      theretofore in effect (as opposed to merely establishing series of bonds or
      adding property) are the only 

     

    
      
        
        

      

      
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    supplemental
      indentures or other instruments in effect that have so amended or modified
      the
      CILCO Indenture and (z) a complete and correct copy of the CILCO Supplemental
      Indenture.

    


    (iv)
      The
      CILCO Bond Delivery Agreement, executed and delivered by CILCO.

    


    (v)
      Evidence that, after giving effect to the issuance of the CILCO Credit Agreement
      Bond, there is at least $25,000,000 of issuance availability under the CILCO
      Indenture (giving effect to any applicable “net earnings certificate”
requirement) based upon "property additions" (as defined in the CILCO Indenture)
      or upon bonds that have been paid, retired, redeemed, canceled or surrendered
      for cancelation.

    


    4.3.7
        In
      the
      case of CIPS, the Agent shall have received:

     

    (i)
      The
      CIPS Credit Agreement Bond in the aggregate principal amount equal to CIPS’
Borrower Sublimit as of the Accession Date.

    


    (ii)
      A
      certificate of a duly authorized officer of the CIPS Trustee, certifying that
      the CIPS Credit Agreement Bond has been authenticated and is outstanding under
      the CIPS Indenture.

    


    (iii)
      A
      certificate of a duly authorized officer of CIPS certifying that attached
      thereto is (x) a true, correct and complete copy of the CIPS Indenture, as
      amended and supplemented by supplemental indentures, including the CIPS
      Supplemental Indenture, omitting copies of supplemental indentures that provide
      solely for the establishment and issuance of particular series of bonds or
      the
      addition of property, (y) a listing of the supplemental indentures currently
      in
      effect and confirming that the supplemental indentures specifically identified
      in such list as having amended or modified the terms of the CIPS Indenture
      as
      theretofore in effect (as opposed to merely establishing series of bonds or
      adding property) are the only supplemental indentures or other instruments
      in
      effect that have so amended or modified the CIPS Indenture and (z) a complete
      and correct copy of the CIPS Supplemental Indenture.

    


    (iv)
      The
      CIPS Bond Delivery Agreement, executed and delivered by CIPS.

    


    (v)
      Evidence that, after giving effect to the issuance of the CIPS Credit Agreement
      Bond, there is at least $50,000,000 of issuance availability under the CIPS
      Indenture (giving effect to any applicable “net earnings” certificate
      requirement) based upon "bondable

     

    
      
        
        

      

      
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    property"
      (as defined in the CIPS Indenture) or upon bonds that have been paid, canceled,
      redeemed or otherwise discharged.

    


    4.3.8
        In
      the
      case of IP, the Agent shall have received:

     

    (i)
      The
      IP Credit Agreement Bond in the aggregate principal amount equal to IP’s
      Borrower Sublimit as of the Accession Date.

    


    (ii)
      A
      certificate of a duly authorized officer of the IP Trustee, certifying that
      the
      IP Credit Agreement Bond has been authenticated and is outstanding under the
      IP
      Indenture.

    


    (iii)
      A
      certificate of a duly authorized officer of IP certifying that attached thereto
      is (x) a true, correct and complete copy of the IP Indenture, as amended and
      supplemented by supplemental indentures, including the IP Supplemental
      Indenture, omitting copies of supplemental indentures that provide solely for
      the establishment and issuance of particular series of bonds or the addition
      of
      property, (y) a listing of the supplemental indentures currently in effect
      and
      confirming that the supplemental indentures specifically identified in such
      list
      as having amended or modified the terms of the IP Indenture as theretofore
      in
      effect (as opposed to merely establishing series of bonds or adding property)
      are the only supplemental indentures or other instruments in effect that have
      so
      amended or modified the IP Indenture and (z) a complete and correct copy of
      the
      IP Supplemental Indenture.

    


    (iv)
      The
      IP Bond Delivery Agreement, executed and delivered by IP.

    


    (v)
      Evidence that, after giving effect to the issuance of the IP Credit Agreement
      Bond, there is at least $100,000,000 of issuance availability under the IP
      Indenture (giving effect to any applicable “Net Earnings Certificate”
requirement) based upon "Property Additions" or “Retired Bonds” (as such terms
      are defined in the IP Indenture).

    


    4.3.9
        The
      commitments of such Illinois Utility under the Amended Multi-Borrower Credit
      Agreement shall have terminated or shall simultaneously be terminated, all
      loans
      of such Illinois Utility issued thereunder shall have been repaid, all letters
      of credit thereunder (other than the Transferred Letters of Credit) issued
      on
      the account of such Illinois Utility shall have been canceled or returned and
      such Illinois Utility shall have substantially simultaneously been removed
      as a
      Borrower under Section 2.24 of the Amended Multi-Borrower Credit Agreement.
      No
“Default” or “Unmatured Default” with respect to such Illinois Utility shall
      have existed 

     

    
      
        
        

      

      
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    under
      the
      Amended Multi-Borrower Credit Agreement immediately prior to such removal as
      a
      Borrower thereunder.

     

    4.3.10
        All
      documentation and other information that any Lender shall reasonably have
      requested in respect of such Illinois Utility 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.

     

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

     

    4.4.1
        
      There
      exists no Default or Unmatured Default with respect to such
      Borrower.

     

    4.4.2
        The
      representations and warranties of such Borrower contained in Article V (other
      than, in the case of Loans all the proceeds of which are applied directly to
      repay maturing commercial paper of the Borrower thereof, the representations
      and
      warranties set forth in Section 5.5 and 5.7) and in each Collateral Document
      securing the Obligations of such Borrower to which the applicable Borrower
      or
      any of its Subsidiaries is party 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.

     

    4.4.3
        All
      legal
      matters incident to the making of such Advance shall be satisfactory to the
      Lenders and their counsel.

     

    4.4.4
        All
      required regulatory authorizations of FERC and the Illinois Commerce Commission
      in respect of such Credit Extension shall have been obtained and shall be
      effective.

     

    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 4.4.1, 4.4.2,
      4.4.3 and 4.4.4 have been 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) (x) in the case of each of Resources and CILCORP, the Closing Date, and
      (y)
      in the case of each Illinois Utility, its Accession 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 4.4:

     

    
      
        
        

      

      
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    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 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
      consolidated financial statements of such Borrower, audited in the case of
      each
      Borrower other than Resources by PricewaterhouseCoopers LLP, as of and 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


     

    
      
        
        

      

      
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    consolidated
      results of the operations of such Borrower for the periods ended on such dates,
      were prepared, except in the case of such unaudited statements, 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.
      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 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.
      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 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 

     

    
      
        
        

      

      
        48

        
          

        

      

      
        
        

      

    

     

    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.

     

    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.

     

    
      
        
        

      

      
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    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.  Regulatory
      Matters.
      (a) The
      Company is a “holding company” and each Illinois Utility and Resources is a
“public-utility company”, as such terms are defined in the 2005 Act. CILCORP is
      a “holding company” but is not itself a “public utility” or a “public-utility
      company” as defined in the 2005 Act. Each Illinois Utility is a “public utility”
as defined in the Illinois Public Utilities Act. Neither CILCORP nor Resources
      is a “public utility” as defined in the Illinois Public Utilities
      Act.

     

    (b)
      The
      FERC, in accordance with the Federal Power Act, has (i) granted blanket
      authorization by order to each of IP and Resources 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 CIPS
      and
      CILCO in an aggregate principal amount outstanding not to exceed its FERC 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 CIPS and CILCO 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. No
      authorization from FERC is required to permit CILCORP to borrow under this
      Agreement.

    


    
      
        
        

      

      
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    (c)
      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, any Borrower hereunder or the performance
      by any Borrower of its Obligations, except for such as have been obtained and
      are in effect. As of the Closing 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, any
      Borrower hereunder or the performance by any Borrower of its Obligations, except
      for (A) the aforesaid orders of the FERC (as listed on Schedule 4 hereto),
      and
      if an Illinois Utility has delivered the certificate referred to in Section
      2.23(b), an order of the Illinois Commerce Commission authorizing the incurrence
      of long-term indebtedness through a date not earlier than the Commitment
      Termination Date shall have been obtained, and (B) the requirement that no
      later
      than the Accession Date with respect to an Illinois Utility, such Illinois
      Utility shall have received an order of the Illinois Commerce Commission
      authorizing, respectively (i) CILCO to execute, enter into and deliver the
      CILCO
      Credit Agreement Bond and the CILCO Supplemental Indenture, (ii) CIPS to
      execute, enter into and deliver the CIPS Credit Agreement Bond and the CIPS
      Supplemental Indenture and (iii) IP to execute, enter into and deliver the
      IP
      Credit Agreement Bond and the IP Supplemental Indenture.

    


    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.

     

    5.21.  Collateral
      Matters. 

     

    5.21.1 CILCO.
      In the
      case of CILCO:

    


    (i)
      The
      CILCO Credit Agreement Bond has been duly authorized by CILCO and, when
      delivered to the Agent under the CILCO Bond Delivery Agreement, the CILCO Credit
      Agreement Bond will have been duly executed, authenticated, issued and
      delivered, and will constitute a valid and legally binding obligation of CILCO
      entitled to participate ratably with the other First Mortgage Bonds from time
      to
      time outstanding thereunder in the security afforded by the CILCO Indenture.
      The
      CILCO Indenture has been duly authorized by CILCO and, at CILCO’s Accession
      Date, the CILCO Indenture (as supplemented and amended by the CILCO Supplemental
      Indenture) will be duly executed and delivered by CILCO and will be a valid
      and
      legally binding instrument, enforceable against CILCO in accordance with its
      terms, subject to the laws of the State of Illinois affecting the remedies
      for
      the enforcement of the security provided for therein and except as may be
      limited by (i) bankruptcy, insolvency, reorganization and other similar laws
      relating to or affecting 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.

    


    
      
        
        

      

      
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    (ii)
      The
      CILCO Indenture conforms to the requirements of the Trust Indenture Act of
      1939,
      as amended. The issuance of the CILCO Credit Agreement Bond to the Agent is
      not
      required to be registered under the Securities Act of 1933, as
      amended.

    


    (iii)
      Substantially all of the permanent, fixed properties of CILCO are owned in
      fee
      simple or are held under valid leases, in each case subject only to the liens
      of
      current mortgages (including the lien of the CILCO Indenture) and “excepted
      encumbrances” (as defined in the CILCO Indenture) and such minor imperfections
      of title and encumbrances, if any, which are not substantial in amount, do
      not
      materially detract from the value or marketability of the properties subject
      thereto and do not materially impair the title of CILCO to its properties or
      its
      right to use its properties in connection with its business as presently
      conducted. The CILCO Indenture creates in favor of the CILCO Trustee for the
      ratable benefit of the holders of each outstanding series of First Mortgage
      Bonds issued under the CILCO Indenture, including the Agent as holder of the
      CILCO Credit Agreement Bond, a legal, valid and enforceable first priority
      security interest in substantially all the property, plant and equipment,
      franchises and related rights of CILCO and constitutes a perfected security
      interest in all such property and assets, subject to (A) Liens, reservations
      and
      exceptions permitted under the CILCO Indenture as in effect on the date hereof
      and under Section 6.13 and (B) the terms of the franchises, licenses, easements,
      leases, permits, contracts and other instruments under which such property
      and
      assets are held or operated. 

    


    (iv)
      Upon
      delivery of the CILCO Credit Agreement Bond to the Agent and unless the CILCO
      Credit Agreement Bond has been released by the Agent, the CILCO Credit Agreement
      Bond has been paid in full, or both CILCO’s Borrower Sublimit and CILCO’s
      Borrower Credit Exposure have been reduced to zero, (A) the CILCO Credit
      Agreement Bond is outstanding (to the extent both CILCO’s Borrower Sublimit and
      CILCO’s Borrower Credit Exposure have not been permanently reduced), (B) the
      Agent is the holder of the CILCO Credit Agreement Bond for all purposes under
      the CILCO Indenture (unless the Agent transfers the CILCO Credit Agreement
      Bond)
      and (C) the CILCO Credit Agreement Bond ranks pari passu with all other bonds
      and instruments issued pursuant to the CILCO Indenture.

    


    (v)
      As of
      the Closing Date, after giving effect to the delivery of the CILCO Credit
      Agreement Bond to the Agent, (A) the principal amount of outstanding
      Indebtedness issued under the CILCO Indenture, including the principal amount
      of
      Indebtedness represented by the CILCO Credit Agreement Bond, is $368,200,000,
      and (B) the issuance availability under the CILCO Indenture (giving effect
      to
      any applicable “net earnings certificate” requirement) based upon "property
      additions" (as defined in the CILCO Indenture) or upon bonds that have been
      paid, retired, redeemed, canceled or surrendered for cancelation is not less
      than $25,000,000.

    


    5.21.2 CIPS.
      In the
      case of CIPS:

    


    (i)
      The
      CIPS Credit Agreement Bond has been duly authorized by CIPS and, when delivered
      to the Agent under the CIPS Bond Delivery Agreement, the CIPS Credit


     

    
      
        
        

      

      
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    Agreement
      Bond will have been duly executed, authenticated, issued and delivered, and
      will
      constitute a valid and legally binding obligation of CIPS entitled to
      participate ratably with the other First Mortgage Bonds from time to time
      outstanding thereunder in the security afforded by the CIPS Indenture. The
      CIPS
      Indenture has been duly authorized by CIPS and, at CIPS’s Accession Date, the
      CIPS Indenture (as supplemented and amended by the CIPS Supplemental Indenture)
      will be duly executed and delivered by CIPS and will be a valid and legally
      binding instrument, enforceable against CIPS in accordance with its terms,
      subject to the laws of the State of Illinois affecting the remedies for the
      enforcement of the security provided for therein and except as may be limited
      by
      (i) bankruptcy, insolvency, reorganization and other similar laws relating
      to or
      affecting 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.

    


    (ii)
      The
      CIPS Indenture conforms to the requirements of the Trust Indenture Act of 1939,
      as amended. The issuance of the CIPS Credit Agreement Bond to the Agent is
      not
      required to be registered under the Securities Act of 1933, as
      amended.

    


    (iii)
      Substantially all of the permanent, fixed properties of CIPS are owned in fee
      simple or are held under valid leases, in each case subject only to the liens
      of
      current mortgages (including the lien of the CIPS Indenture) and “permitted
      encumbrances and liens” (as defined in the CIPS Indenture) and such minor
      imperfections of title and encumbrances, if any, which are not substantial
      in
      amount, do not materially detract from the value or marketability of the
      properties subject thereto and do not materially impair the title of CIPS to
      its
      properties or its right to use its properties in connection with its business
      as
      presently conducted. The CIPS Indenture creates in favor of the CIPS Trustee
      for
      the ratable benefit of the holders of each outstanding series of First Mortgage
      Bonds issued under the CIPS Indenture, including the Agent as holder of the
      CIPS
      Credit Agreement Bond, a legal, valid and enforceable first priority security
      interest in substantially all the property, plant and equipment, franchises
      and
      related rights of CIPS and constitutes a perfected security interest in all
      such
      property and assets, subject to (A) Liens, reservations and exceptions permitted
      under the CIPS Indenture as in effect on the date hereof and under Section
      6.13
      and (B) the terms of the franchises, licenses, easements, leases, permits,
      contracts and other instruments under which such property and assets are held
      or
      operated.

    


    (iv)
      Upon
      delivery of the CIPS Credit Agreement Bond to the Agent and unless the CIPS
      Credit Agreement Bond has been released by the Agent, the CIPS Credit Agreement
      Bond has been paid in full, or both CIPS’s Borrower Sublimit and CIPS’s Borrower
      Credit Exposure have been reduced to zero, (A) the CIPS Credit Agreement Bond
      is
      outstanding (to the extent both CIPS’s Borrower Sublimit and CIPS’s Borrower
      Credit Exposure have not been permanently reduced), (B) the Agent is the holder
      of the CIPS Credit Agreement Bond for all purposes under the CIPS Indenture
      (unless the Agent transfers the CIPS Credit Agreement Bond) and (C) the CIPS
      Credit Agreement Bond ranks pari passu with all other bonds and instruments
      issued pursuant to the CIPS Indenture.

    


    
      
        
        

      

      
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    (v)
      As of
      the Closing Date, after giving effect to the delivery of the CIPS Credit
      Agreement Bond to the Agent, (A) the principal amount of outstanding
      Indebtedness issued under the CIPS Indenture, including the principal amount
      of
      Indebtedness represented by the CIPS Credit Agreement Bond, is $496,500,000,
      and
      (B) the issuance availability under the CIPS Indenture (giving effect to any
      applicable “net earnings” certificate requirement) based upon "bondable
      property" (as defined in the CIPS Indenture) or upon bonds that have been paid,
      canceled, redeemed or otherwise discharged is not less than
      $50,000,000.

    


    5.21.3 IP.
      In the
      case of IP:

    


    (i)
      The
      IP Credit Agreement Bond has been duly authorized by IP and, when delivered
      to
      the Agent under the IP Bond Delivery Agreement, the IP Credit Agreement Bond
      will have been duly executed, authenticated, issued and delivered, and will
      constitute a valid and legally binding obligation of IP entitled to participate
      ratably with the other First Mortgage Bonds from time to time outstanding
      thereunder in the security afforded by the IP Indenture. The IP Indenture has
      been duly authorized by IP and, at IP’s Accession Date, the IP Indenture (as
      supplemented and amended by the IP Supplemental Indenture) will be duly executed
      and delivered by IP and will be a valid and legally binding instrument,
      enforceable against IP in accordance with its terms, subject to the laws of
      the
      State of Illinois affecting the remedies for the enforcement of the security
      provided for therein and except as may be limited by (i) bankruptcy, insolvency,
      reorganization and other similar laws relating to or affecting 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.

    


    (ii)
      The
      IP Indenture conforms to the requirements of the Trust Indenture Act of 1939,
      as
      amended. The issuance of the IP Credit Agreement Bond to the Agent is not
      required to be registered under the Securities Act of 1933, as
      amended.

    


    (iii)
      Substantially all of the permanent, fixed properties of IP are owned in fee
      simple or are held under valid leases, in each case subject only to the liens
      of
      current mortgages (including the lien of the IP Indenture) and “Permitted Liens”
(as defined in the IP Indenture) and such minor imperfections of title and
      encumbrances, if any, which are not substantial in amount, do not materially
      detract from the value or marketability of the properties subject thereto and
      do
      not materially impair the title of IP to its properties or its right to use
      its
      properties in connection with its business as presently conducted. The IP
      Indenture creates in favor of the IP Trustee for the ratable benefit of the
      holders of each outstanding series of First Mortgage Bonds issued under the
      IP
      Indenture, including the Agent as holder of the IP Credit Agreement Bond, a
      legal, valid and enforceable first priority security interest in substantially
      all the property, plant and equipment, franchises and related rights of IP
      and
      constitutes a perfected security interest in all such property and assets,
      subject to (A) Liens, reservations and exceptions permitted under the IP
      Indenture as in effect on the date hereof and under Section 6.13 and (B) the
      terms of the franchises, licenses, easements, leases, permits, contracts and
      other instruments under 

     

    
      
        
        

      

      
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    which
      such property and assets are held or operated. The “Existing IPC Mortgage” (as
      defined in the IP Indenture) has been terminated and the Lien thereof released
      and there are no outstanding “Prior Bonds” (as defined in the IP
      Indenture).

    


    (iv)
      Upon
      delivery of the IP Credit Agreement Bond to the Agent and unless the IP Credit
      Agreement Bond has been released by the Agent, the IP Credit Agreement Bond
      has
      been paid in full, or both IP’s Borrower Sublimit and IP’s Borrower Credit
      Exposure have been reduced to zero, (A) the IP Credit Agreement Bond is
      outstanding (to the extent both IP’s Borrower Sublimit and IP’s Borrower Credit
      Exposure have not been permanently reduced), (B) the Agent is the holder of
      the
      IP Credit Agreement Bond for all purposes under the IP Indenture (unless the
      Agent transfers the IP Credit Agreement Bond) and (C) the IP Credit Agreement
      Bond ranks pari passu with all other bonds and instruments issued pursuant
      to
      the CIPS Indenture.

    


    (v)
      As of
      the Closing Date, after giving effect to the delivery of the IP Credit Agreement
      Bond to the Agent, (A) the principal amount of outstanding Indebtedness issued
      under the IP Indenture, including the principal amount of Indebtedness
      represented by the IP Credit Agreement Bond, is $922,373,000, and (B) the
      issuance availability under the IP Indenture (giving effect to any applicable
      “Net Earnings Certificate” requirement) based upon "Property Additions" or
“Retired Bonds” (as such terms are defined in the IP Indenture) is not less than
      $100,000,000.

    


    5.21.4 Resources.
      In the
      case of Resources:

    


    (i)
      Each
      Resources Mortgage creates in favor of The Bank of New York Trust Company,
      N.A.,
      as agent and mortgagee thereunder, for the ratable benefit of the “Secured
      Parties”, as defined under the Resources Collateral Agency Agreement, including
      the Agent and the Lenders, a legal, valid and enforceable first priority
      security interest in the Resources Mortgaged Property intended to be subject
      thereto and constitutes a perfected security interest in all such Resources
      Mortgaged Property intended to be subject thereto, subject to (A) “Permitted
      Encumbrances” and “Permitted Liens”, as defined in such Resources Mortgage as in
      effect on the date hereof and (B) the terms of the franchises, licenses,
      easements, leases, permits, contracts and other instruments under which the
      Resources Mortgaged Property is held or operated.

    


    (ii)
      Taken collectively, the property subject to the liens of the Resources Mortgages
      constitutes substantially all of the real property, fixtures and operating
      equipment of Resources located at the E.D. Edwards plant in Bartonville,
      Illinois, and at the Duck Creek plant in Canton, Illinois, as reflected in
      the
      Property and Plant accounts on the balance sheet of Resources, together with,
      to
      the extent assignable, all licenses, permits, easements and similar rights
      necessary to the operation of such fixtures and operating
      equipment.

    


    (iii)
      The
      representations and warranties made by Resources in the Resources Mortgages
      and
      the Resources Collateral Agency Agreement are true and correct in all material
      respects after giving effect to the Loans and the use of the proceeds


     

     

    
      
        
        

      

      
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    contemplated
      herein and the issuance of the Letters of Credit 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.

    


    (iv)
      As
      of the Closing Date, after giving effect to the delivery of the Resources
      Mortgages, no Indebtedness other than the Obligations is secured by a Lien
      under
      any “Security Document”, as defined in the Resources Collateral Agency
      Agreement.

    


    5.21.5 CILCORP.
      In the
      case of CILCORP:

    


    (i)
      The
      CILCORP Pledge Agreement creates in favor of The Bank of New York, as collateral
      agent thereunder, for the ratable benefit of the “Secured Parties”, as defined
      under the CILCORP Pledge Agreement, including the Agent and the Lenders, a
      legal, valid and enforceable first priority security interest in the
“Collateral”, as defined under the CILCORP Pledge Agreement, intended to be
      subject thereto and constitutes a perfected security interest in all such
“Collateral”.

    


    (ii)
      The
“Collateral”, as defined under the CILCORP Pledge Agreement, includes all the
      common stock of CILCO.

    


    (iii)
      The
      representations and warranties made by CILCORP in the CILCORP Pledge Agreement
      are true and correct in all material respects after giving effect to the Loans
      and the use of the proceeds contemplated herein and the issuance of the Letters
      of Credit 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.

    


    (iv)
      As
      of the Closing Date, after giving effect to the delivery of the CILCORP Pledge
      Agreement Supplement, the aggregate principal amount of the Indebtedness (other
      than the Obligations) secured by the Lien of the CILCORP Pledge Agreement is
      not
      in excess of $334,320,000.

    


    (v)
      As of
      and after giving effect to the delivery of the CILCORP Pledge Agreement
      Supplement, the Obligations of CILCORP shall be “Additional Debt Obligations”
under the CILCORP Pledge Agreement.

    


    5.21.6 Collateral
      Documents.
      CILCO
      represents and warrants that the copy of the CILCO Indenture delivered to the
      Agent prior to the Closing Date is complete (except for the omission of
      supplemental indentures that provide solely for the establishment and issuance
      of particular series of bonds and the addition of property) and correct in
      all
      material respects as of each of the Closing Date and, except for the issuance
      of
      the CILCO Supplemental Indenture and supplemental indentures that provide solely
      for the establishment and issuance of particular series of bonds and the
      addition of property, CILCO’s Accession Date. CIPS represents and warrants that
      the copy of the CIPS Indenture delivered to the Agent prior to the Closing
      Date
      is complete (except for the omission of supplemental indentures that provide
      solely for the establishment and issuance of particular series of bonds and
      the
      addition of property) and correct in all material respects as of each of the
      Closing Date and, except for the issuance of the CIPS Supplemental Indenture
      and
      supplemental indentures that provide solely for the establishment and issuance
      of particular series of bonds and the addition of property, CIPS’s Accession
      Date. IP represents and warrants that the copy of the IP Indenture delivered
      to
      the Agent prior to the Closing Date is complete (except for the 

     

    
      
        
        

      

      
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    omission
      of supplemental indentures that provide solely for the establishment and
      issuance of particular series of bonds and the addition of property) and correct
      in all material respects as of each of the Closing Date and, except for the
      issuance of the IP Supplemental Indenture and supplemental indentures that
      provide solely for the establishment and issuance of particular series of bonds
      and the addition of property, IP’s Accession Date. CILCORP represents and
      warrants that the copy of the CILCORP Pledge Agreement delivered to the Agent
      prior to the Closing Date is complete and correct in all material respects
      as of
      the Closing Date.

    


     

    ARTICLE
      VI

     

    COVENANTS

     

    From
      and
      after the Closing Date (or, in the case of each Illinois Utility, its Accession
      Date) and thereafter 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 (other
      than in the case of Resources, which will only be required to provide an
      unaudited balance sheet , income statement and statement of cash flows) on
      a
      consolidated basis, including balance sheets as of the end of such period,
      statements of income and statements of cash flows, accompanied (in the case
      of
      each Borrower other than Resources, which shall provide an officer’s certificate
      complying with the requirements set forth in Section 6.1.2) 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 

     

    
      
        
        

      

      
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    matters,
      or, if in the opinion of such accountants any such failure shall have occurred,
      stating the nature and status thereof.

     

    6.1.2
        Within
      45
      days after the close of the first three quarterly periods of each of its fiscal
      years, 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 (except for the absence of footnotes and year-end
      adjustments) and consistency by its chief financial officer, controller or
      treasurer.

     

    6.1.3
        Together
      with the financial statements required under Sections 6.1.1 and 6.1.2, a
      compliance certificate in substantially the form of Exhibit B signed by 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.

     

    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.

     

    
      
        
        

      

      
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    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 and other funding needs, 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 contractual, 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 (or, in the case of
      Resources, CILCORP’s or CILCO’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 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 and Illinois Commerce 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

     

    
      
        
        

      

      
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    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 any applicable FERC or Illinois Commerce
      Commission 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 Borrower may merge or consolidate with a Borrower if such Borrower is the
      corporation surviving such merger, (ii) any Borrower may merge or
      consolidate with the Company if the Company is the corporation surviving such
      merger and becomes a Borrower hereunder succeeding to all the Obligations of
      such Borrower under documentation reasonably satisfactory to the Agent,
      (iii) any Subsidiary other than a Borrower 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
      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:

     

    
      
        
        

      

      
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    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 Borrower) to such Borrower or another
      Subsidiary of such Borrower.

     

    6.11.3
        A
      disposition by a Borrower, or any of its Subsidiaries, to one of its
      Subsidiaries of Property received by such Borrower or such Subsidiary after
      the
      date hereof from the Company, directly or indirectly through another Subsidiary,
      specifically for transfer to the Subsidiary of such Borrower.

     

    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
        [omitted].

     

    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 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. 

     

    
      
        
        

      

      
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    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.

     

    Notwithstanding
      any other provision of this Agreement, (a) CILCORP shall not dispose of any
      common stock of CILCO held by it, and (b) Resources shall not dispose of either
      the E.D. Edwards plant or the Duck Creek plant substantially as an entirety
      nor
      shall Resources dispose of any asset the disposition of which would adversely
      affect in any material respect the operation or the value of either the E.D.
      Edwards plant or the Duck Creek plant.

    


    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 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 

     

    
      
        
        

      

      
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    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 other than:

     

    (i)   as
      would
      be permitted under Section 6.11.1, 6.11.2, 6.11.8 or 6.11.13,

    


    (ii)  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)), 

    


    (iii) 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,

    


    (iv) disposition
      by a Subsidiary to an Affiliate of the Company received by such Subsidiary
      after
      the Closing Date from the Company, directly or 

           indirectly
      through another Subsidiary of the Company, specifically for disposition to
      such
      Affiliate,

    


    (v) 
      any
      investment by a Borrower in, or any other disposition by a Borrower to, an
      Affiliate of the Company, provided that the aggregate book value
      of  

          
      all such investments made and assets disposed of in reliance on this clause
      (v)
      after the Closing Date by such Borrower does not exceed

          
      25,000,000, and

    


    (vi)
      the
      payment of cash dividends by a Borrower or any Subsidiary to holders of its
      equity interests, provided that the payment thereof is not

          
      prohibited by Section 6.21.

    


    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.

     

    
      
        
        

      

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

     

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

     

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

     

    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 $25,000,000 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

     

    
      
        
        

      

      
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     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
      (a)
      on assets of Resources existing on the date hereof that are set forth on the
      title report delivered in connection with the title insurance obtained pursuant
      to Section 4.2.7 or otherwise set forth on Schedule 2 and (b) subject to Section
      6.19.4, Liens created under a “Security Document”, as defined in the Resources
      Collateral Agency Agreement.

     

    6.13.13
        Liens
      (a)
      on assets of CIPS existing on the date hereof and (b) subject to Section 6.19.2,
      Liens created pursuant to the CIPS Indenture securing First Mortgage Bonds;
      provided
      that the
      Liens of such 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 CIPS Indenture as in effect on the date
      hereof.

     

    6.13.14
        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. 

     

    6.13.15
        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) subject to Section
      6.19.1, created pursuant to the CILCO Indenture

     

    
      
        
        

      

      
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    securing
      First Mortgage Bonds, and/or (c) subject to Section 6.19.5, created pursuant
      to
      the CILCORP Pledge Agreement; provided
      that the
      Liens of such CILCO Indenture or CILCORP Pledge Agreement 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 CILCO Indenture or CILCORP Pledge
      Agreement, as applicable, 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.

     

    6.13.22
        Liens
      (a) on the assets of IP and any Subsidiary of IP existing on the date
      hereof and/or (b) subject to Section 6.19.3, created pursuant to the IP
      Indenture securing First Mortgage Bonds; provided
      that the
      Liens of such 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 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
        Liens
      not
      described in Sections 6.13.1 through 6.13.24, 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 

     

    
      
        
        

      

      
        66

        
          

        

      

      
        
        

      

    

     

    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) payment of cash dividends
      pursuant to Section 6.12.2.

     

    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 or the
      CILCORP Pledge 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) customary restrictions and conditions relating to an SPC
      contained in agreements governing a Permitted Securitization, and (d) 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 0.65 to 1.00 at any
      time for each 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 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 such subordinated indebtedness will be expressly
      subordinated to all Obligations, including Obligations in respect of Letters
      of
      Credit).

     

    6.18.  Further
      Assurances. 

     

    6.18.1 CILCO.
      CILCO
      will, at the expense of CILCO, make, execute, endorse, acknowledge, file and/or
      deliver to the Agent from time to time such assurances or instruments and take
      such further steps relating to the CILCO Credit Agreement Bond as the Agent
      may
      reasonably require to maintain the validity and the continued enforceability
      of
      the CILCO Credit Agreement Bond as are generally consistent with the terms
      of
      this Agreement and the Loan Documents. Furthermore, CILCO will deliver to


     

    
      
        
        

      

      
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    the
      Agent
      such opinions of counsel and other information and related documents as may
      be
      reasonably requested by the Agent to assure compliance with this Section 6.18.1.
      CILCO agrees that each action required by this Section 6.18.1 shall be completed
      as soon as reasonably practical, but in no event later than 30 days (or such
      greater number of days as the Agent may agree) after such action is requested
      to
      be taken by the Agent.

    


    6.18.2 CIPS.
      CIPS
      will, at the expense of CIPS, make, execute, endorse, acknowledge, file and/or
      deliver to the Agent from time to time such assurances or instruments and take
      such further steps relating to the CIPS Credit Agreement Bond covered by any
      of
      the Loan Documents as the Agent may reasonably require to maintain the validity
      and the continued enforceability of the CIPS Credit Agreement Bond as are
      generally consistent with the terms of this Agreement and the Loan Documents.
      Furthermore, CIPS will deliver to the Agent such opinions of counsel and other
      information and related documents as may be reasonably requested by the Agent
      to
      assure compliance with this Section 6.18.2. CIPS agrees that each action
      required by this Section 6.18.2 shall be completed as soon as reasonably
      practical, but in no event later than 30 days (or such greater number of days
      as
      the Agent may agree) after such action is requested to be taken by the
      Agent.

    


    6.18.3 IP.
      IP
      will, at the expense of IP, make, execute, endorse, acknowledge, file and/or
      deliver to the Agent from time to time such assurances or instruments and take
      such further steps relating to the IP Credit Agreement Bond as the Agent may
      reasonably require to maintain the validity and the continued enforceability
      of
      the IP Credit Agreement Bond as are generally consistent with the terms of
      this
      Agreement and the Loan Documents. Furthermore, IP will deliver to the Agent
      such
      opinions of counsel and other information and related documents as may be
      reasonably requested by the Agent to assure compliance with this Section 6.18.3.
      IP agrees that each action required by this Section 6.18.3 shall be completed
      as
      soon as reasonably practical, but in no event later than 30 days (or such
      greater number of days as the Agent may agree) after such action is requested
      to
      be taken by the Agent.

    


    6.18.4 Resources.
      Resources will at the expense of Resources, make, execute, endorse, acknowledge,
      file and/or deliver to the Agent from time to time such assurances or
      instruments and take such further steps relating to the Resources Collateral
      Documents as the Agent may reasonably require to maintain the validity and
      the
      continued enforceability of the Resources Mortgages as are generally consistent
      with the terms of this Agreement and the Loan Documents, including as to any
      after-acquired property constituting part of the real property, fixtures and
      operating equipment of Resources located at the E.D. Edwards plant in
      Bartonville, Illinois, or at the Duck Creek plant in Canton, Illinois, as
      reflected in the Property and Plant accounts on the balance sheet of Resources
      or, to the extent assignable, constituting any license, permit, easement or
      similar right necessary to the operation of such fixtures and operating
      equipment. Furthermore, Resources will deliver to the Agent such opinions of
      counsel and other information and related documents as may be reasonably
      requested by the Agent to assure compliance with this Section 6.18.4. Resources
      agrees that each action required by this Section 6.18.4 shall be completed
      as
      soon as reasonably practical, but in no event 

     

    
      
        
        

      

      
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    later
      than 30 days (or such greater number of days as the Agent may agree) after
      such
      action is requested to be taken by the Agent.

    


    6.18.5 CILCORP.
      CILCORP
      will at the expense of CILCORP, make, execute, endorse, acknowledge, file and/or
      deliver to the Agent from time to time such assurances or instruments and take
      such further steps relating to the CILCORP Collateral Documents as the Agent
      may
      reasonably require to maintain the validity and the continued enforceability
      of
      the CILCORP Pledge Agreement as are generally consistent with the terms of
      this
      Agreement and the Loan Documents. Furthermore, CILCORP will deliver to the
      Agent
      such opinions of counsel and other information and related documents as may
      be
      reasonably requested by the Agent to assure compliance with this Section 6.18.5.
      CILCORP agrees that each action required by this Section 6.18.5 shall be
      completed as soon as reasonably practical, but in no event later than 30 days
      (or such greater number of days as the Agent may agree) after such action is
      requested to be taken by the Agent.

    


    6.19.  Other
      Indebtedness under Collateral Documents. 

     

    6.19.1 CILCO.
      CILCO
      shall at all times maintain at least $25,000,000 of issuance availability under
      the CILCO Indenture (giving effect to any applicable “net earnings certificate”
requirement) based upon "property additions" (as defined in the CILCO Indenture)
      or upon bonds that have been paid, retired, redeemed, canceled or surrendered
      for cancelation.

    


    6.19.2 CIPS.
      CIPS
      shall at all times maintain issuance availability under the CIPS Indenture
      (giving effect to any applicable “net earnings” certificate requirement) based
      upon "bondable property" (as defined in the CIPS Indenture) or upon bonds that
      have been paid, canceled, redeemed or otherwise discharged of (a) at all times
      prior to December 31, 2007, at least $50,000,000, (b) at all times on and after
      December 31, 2007, but prior to December 31, 2008, at least $100,000,000, and
      (c) at all times on and after December 31, 2008, at least
      $150,000,000.

    


    6.19.3 IP.
      IP
      shall at all times maintain at least $100,000,000 of issuance availability
      under
      the IP Indenture (giving effect to any applicable “Net Earnings Certificate”
requirement) based upon "Property Additions" or “Retired Bonds” (as such terms
      are defined in the IP Indenture).

    


    6.19.4
      Resources.
      Resources shall not at any time permit the aggregate principal amount of
      Indebtedness other than the Obligations that is secured by a Lien under any
      “Security Document”, as defined in the Resources Collateral Agency Agreement, to
      exceed $200,000,000.

    


    6.19.5
      CILCORP.
      CILCORP
      shall not at any time permit the aggregate principal amount of Indebtedness
      other than the Obligations that is secured by a Lien under the CILCORP Pledge
      Agreement to exceed $550,000,000.

    


    6.20.  Amendments
      of Collateral Documents. 

     

    
      
        
        

      

      
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    6.20.1 CILCO.
      CILCO
      will not amend, supplement, waive or terminate the CILCO Indenture in any manner
      that is materially adverse to the Lenders; provided
      the
      foregoing shall not prohibit CILCO from supplementing the CILCO Indenture in
      order to provide for the issuance of additional First Mortgage Bonds in
      accordance with the CILCO Indenture, subject to compliance with Section 6.19.1,
      or to add property to the lien of the CILCO Indenture, subject to compliance
      with Section 6.13.19.

    


    6.20.2 CIPS.
      CIPS
      will not amend, supplement, waive or terminate the CIPS Indenture in any manner
      that is materially adverse to the Lenders; provided
      the
      foregoing shall not prohibit CIPS from supplementing the CIPS Indenture in
      order
      to provide for the issuance of additional First Mortgage Bonds in accordance
      with the CIPS Indenture, subject to compliance with Section 6.19.2, or to add
      property to the lien of the CIPS Indenture, subject to compliance with Section
      6.13.13.

    


    6.20.3 IP.
      IP will
      not amend, supplement, waive or terminate the IP Indenture in any manner that
      is
      materially adverse to the Lenders; provided
      the
      foregoing shall not prohibit IP from supplementing the IP Indenture in order
      to
      provide for the issuance of additional First Mortgage Bonds in accordance with
      the IP Indenture, subject to compliance with Section 6.19.3, or to add property
      to the lien of the IP Indenture, subject to compliance with Section
      6.13.22.

    

      6.20.4 Resources.
        Resources will not amend, supplement, waive or terminate the Resources
        Collateral Agency Agreement in any manner that is materially adverse to the
        Lenders; provided
        the
        foregoing shall not prohibit Resources from having outstanding up to
        $200,000,000 aggregate principal amount of Indebtedness secured ratably with
        the
        Obligations by the Resources Mortgaged Property in accordance with the Resources
        Collateral Agency Agreement if Resources, at its sole cost and expense,
        purchases additional title insurance so that the aggregate insurance is not
        less
        than the aggregate amount of (a) the greater at such time of the aggregate
        amount of the Borrower Credit Exposures and the Aggregate Commitment and
        (b) the
        amount of the additional Indebtedness, either in the form of amendments to
        the
        existing title insurance policies insuring the Resources Mortgages or new
        title
        insurance policies insuring the same. Resources will not amend, supplement,
        waive or terminate either Resources Mortgage without the prior written approval
        of the Required Lenders.

         

        6.20.5 CILCORP.
          CILCORP
          will not amend, supplement, waive or terminate the CILCORP Pledge Agreement
          in
          any manner that is materially adverse to the Lenders; provided
          the
          foregoing shall not prohibit CILCORP from having outstanding up to $550,000,000
          aggregate principal amount of Indebtedness secured ratably with the Obligations
          by a Lien under the CILCORP Pledge Agreement, subject to compliance with
          Section
          6.19.5.

        


        6.21.  Restricted
          Payments.
          (a) No
          Borrower will declare or make, or agree to pay or make, directly or indirectly,
          any Restricted Payment, or incur any obligation (contingent or otherwise)
          to do
          so, at any time that a Default shall have occurred and be continuing in
          respect
          of such Borrower.

         

      

    

     

    
      
        
        

      

      
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      (b)
        No
        Borrower will declare or make, or agree to pay or make, directly or indirectly,
        any Restricted Payment, or incur any obligation (contingent or otherwise)
        to do
        so, at any time that (i) the Moody’s Rating (as defined in the Pricing Schedule)
        in respect of such Borrower then in effect shall be Ba1 or lower, or no Moody’s
        Rating shall be in effect for such Borrower, or (ii) the S&P Rating (as
        defined in the Pricing Schedule) in respect of such Borrower then in effect
        

    

    shall
      be
      BB+ or lower, or no S&P Rating shall be in effect for such Borrower,
provided
      that in
      the case of Resources, the restrictions set forth in this Section 6.21(b) shall
      not apply notwithstanding that Resources has no Moody’s Rating or no S&P
      Rating if Resources’ Consolidated Total Debt to Consolidated Operating Cash Flow
      Ratio (as defined in the Pricing Schedule) is less than or equal to 3.0 to
      1.0,
      and provided further
      that
      notwithstanding the application of clause (i) or (ii) at any time, each Borrower
      may (subject to paragraph (a) above) declare and pay Restricted Payments in
      an
      aggregate amount during any fiscal year of such Borrower not to exceed
      $10,000,000.

    


    6.22.  CILCO
      Preferred Stock.
      CILCO
      shall not issue any preferred stock if after giving effect to such issuance
      the
      aggregate liquidation value of all CILCO preferred stock issued after the
      Closing Date would exceed $50,000,000.

     

    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:

     

    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 Collateral Document, 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 CILCORP, CILCORP or any of its Subsidiaries, shall
      fail to pay in respect of any Obligation owing by it (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, 6.17, 6.19, 6.20, 6.21 and
      6.22.

     

    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 or any Collateral Document 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.

     

    
      
        
        

      

      
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      7.5. Failure
        of such Borrower or, in the case of CILCORP, CILCORP or any of its Subsidiaries
        (other than Project Finance Subsidiaries), to pay when due any Material
        Indebtedness; or the default by such Borrower or, in the case of CILCORP,
        CILCORP 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, in the case of CILCORP, CILCORP 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 CILCORP, CILCORP or any of its Subsidiaries (other than Project Finance
        Subsidiaries), shall not pay, or admit in writing its inability to pay, its
        debts generally as they become due; provided
        that no
        Default shall occur under this Section 7.5 as a result of (i) any notice
        of
        voluntary prepayment delivered by 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, in the case of CILCORP, CILCORP 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 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, in the case of
      CILCORP, CILCORP 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, in the case of CILCORP,
      CILCORP or any of its Subsidiaries (other than a Project Finance Subsidiary
      or
      an SPC) or any Substantial Portion of its Property, or a proceeding described
      in
      Section 7.6(iv) shall be instituted against such Borrower or, in the case of
      CILCORP, CILCORP or any of its Subsidiaries (other than a Project Finance
      Subsidiary or an 

     

    
      
        
        

      

      
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    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 CILCORP, CILCORP or any of its Subsidiaries
        (other than Project Finance Subsidiaries or an SPC), which, when taken together
        with all other Property of such Borrower or, in the case of CILCORP, CILCORP
        and
        its Subsidiaries (other than Project Finance Subsidiaries
        or an SPC), 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 of its Property.

    

     

    7.9. Such
      Borrower or, in the case of CILCORP, CILCORP or 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 $25,000,000 (or the equivalent thereof in currencies
      other
      than Dollars) in the aggregate (net of any amount covered by insurance), or
      (ii)
      nonmonetary judgments or orders which, individually or in the aggregate, could
      reasonably be expected to have a Material Adverse Effect, which judgment(s),
      in
      any such case, is/are not stayed on appeal or otherwise being appropriately
      contested in good faith.

     

    7.10. An
      ERISA
      Event shall have occurred that, in the opinion of the Required Lenders, when
      taken together with all other ERISA Events that have occurred, could reasonably
      be expected to result in liability of such Borrower, its Subsidiaries or any
      Commonly Controlled Entity in an aggregate amount exceeding
      $25,000,000.

     

    7.11. Nonpayment
      when due (after giving effect to any applicable grace period) by such Borrower
      or, in the case of CILCORP, CILCORP or any of its Subsidiaries (other than
      Project Finance Subsidiaries or an SPC) of obligations or settlement amounts
      under Rate Management Transactions in an aggregate amount of $10,000,000 or
      more, or the breach (beyond any grace period applicable thereto) by such
      Borrower or, in the case of CILCORP, CILCORP or 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 such Borrower or, in the case
      of CILCORP, CILCORP and such Subsidiaries for obligations and/or settlement
      amounts under such Rate Management Transactions in an aggregate amount of
      $10,000,000 or more.

     

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

     

    7.13. Such
      Borrower or, in the case of CILCORP, CILCORP or 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 CILCORP, CILCORP or 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 CILCORP, CILCORP and its Subsidiaries, in
      an
      amount equal to $50,000,000 or more (in the case of CILCORP, in the


    
      
        
        

      

      
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    aggregate
      for CILCORP 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 respect of any Lien thereunder intended to secure the Obligations
        of such Borrower
        or any such Lien (subject to Liens and exceptions permitted by the Loan
        Documents) shall fail to constitute a perfected first priority Lien securing
        the
        Obligations of such Borrower, 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 any Lien or the priority of any Lien intended to secure
        the
        Obligations of such Borrower.

    

     

    7.15. Any
      event
      shall occur or condition shall exist (i) in the case of CILCO, under the CILCO
      Indenture or any agreement or instrument relating to any Indebtedness thereunder
      and shall continue after the applicable grace period, if any, specified in
      the
      CILCO Indenture or such agreement or instrument, if the effect of such event
      or
      condition is to accelerate the maturity of any Indebtedness secured by the
      CILCO
      Indenture; (ii) in the case of CIPS, under the CIPS Indenture or any agreement
      or instrument relating to any Indebtedness thereunder and shall continue after
      the applicable grace period, if any, specified in the CIPS Indenture or such
      agreement or instrument, if the effect of such event or condition is to
      accelerate the maturity of any Indebtedness secured by the CIPS Indenture;
      (iii)
      in the case of IP, under the IP Indenture or any agreement or instrument
      relating to any Indebtedness thereunder and shall continue after the applicable
      grace period, if any, specified in the IP Indenture or such agreement or
      instrument, if the effect of such event or condition is to accelerate the
      maturity of any Indebtedness secured by the IP Indenture; (iv) in the case
      of
      Resources, under any agreement or instrument relating to any Indebtedness
      secured by any “Security Document”, as defined in the Resources Collateral
      Agency Agreement, if the effect of such event or condition is to accelerate
      the
      maturity of such Indebtedness; and (v) in the case of CILCORP, under any
      agreement or instrument relating to any Indebtedness secured by the CILCORP
      Pledge Agreement, if the effect of such event or condition is to accelerate
      the
      maturity of such Indebtedness.

     

    7.16. (a)
      In
      the case of CILCO, (i) the CILCO Credit Agreement Bond shall cease to be
      outstanding for any reason other than (A) both CILCO’s Borrower Sublimit and
      CILCO’s Borrower Credit Exposure have been reduced to zero, (B) the payment in
      full of the CILCO Credit Agreement Bond or (C) the return by the Agent of the
      CILCO Credit Agreement Bond to CILCO or the CILCO Trustee, or (ii) the Agent,
      on
      behalf of the Lenders, shall cease at any time to be the holder of the CILCO
      Credit Agreement Bond for all purposes of the CILCO Indenture (unless the CILCO
      Credit Agreement Bond is transferred by the Agent); (b) in the case of CIPS,
      (i)
      the CIPS Credit Agreement Bond shall cease to be outstanding for any reason
      other than (A) both CIPS’s Borrower Sublimit and CIPS’s Borrower Credit Exposure
      have been reduced to zero, (B) the payment in full of the CIPS Credit Agreement
      Bond or (C) the return by the Agent of the CIPS Credit Agreement Bond to CIPS
      or
      the CIPS Trustees, or (ii) the Agent, on behalf of the Lenders, shall cease
      at
      any time to be the holder of the CIPS Credit Agreement Bond for all purposes
      of
      the CIPS Indenture (unless the CIPS Credit Agreement Bond is transferred by
      the
      Agent); or (c) in the case of IP, (i) the IP Credit Agreement Bond shall cease
      to be outstanding for any reason other than (A) both IP’s Borrower Sublimit and
      IP’s Borrower Credit Exposure have been reduced to zero, (B) the payment in full
      of the IP Credit Agreement Bond or (C) the 

    
      
        
        

      

      
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    return
      by
      the Agent of the IP Credit Agreement Bond to IP or the IP Trustee, or (ii)
      the
      Agent, on behalf of the Lenders, shall cease at any time to be the holder of
      the
      IP Credit Agreement Bond for all purposes of the IP Indenture (unless the IP
      Credit Agreement Bond is transferred by the Agent).

     

    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 CILCORP, CILCORP or any of its Subsidiaries (other than any Project
      Finance Subsidiary or an 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 CILCORP, CILCORP or any of its Subsidiaries (other
      than any Project Finance Subsidiary or an 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 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:

     

    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
        Waive
      any
      condition set forth in Section 4.4, reduce the percentage specified in the
      definition of Required Lenders or any other 

     

    
      
        
        

      

      
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    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”.
       

      8.2.3
          Extend
        the Commitment Termination Date or, other than as expressly permitted by
        the
        terms of Section 2.23, 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 Borrower 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.

    

     

    8.2.4
        Terminate
      the interest of the Agent in all or any portion of the CILCO Credit Agreement
      Bond, the CIPS Credit Agreement Bond or the IP Credit Agreement Bond without
      the
      written consent of each Lender or consent to the release all or substantially
      all the Resources Mortgaged Property from the Liens of the Resources Mortgages
      or the release all or substantially all the collateral under the CILCORP Pledge
      Agreement from the Lien thereof securing the Obligations, in each case unless
      both the Borrower Sublimit and the Borrower Credit Exposure of the applicable
      Borrower have been reduced to zero.

     

    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. Notwithstanding
      the
      foregoing, any provision of this Agreement may be amended by an agreement in
      writing entered into by the Borrowers, 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. 

    
      
        
        

      

      
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    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.

     

    8.4.  Release
      of Liens.
      Notwithstanding any other provision in this Agreement to the contrary, the
      Agent
      is hereby authorized, and shall, without any further action or consent of the
      Lenders, (i) release or consent to the release of any Lien securing the
      Obligations in respect of any asset disposed of to any Person that is not an
      Affiliate of the Borrower disposing of such asset in accordance with the
      provisions of Section 6.11 or any asset disposed of by a Borrower or one of
      its
      Subsidiaries to any Affiliate of the Company (other than to any of such
      disposing Borrower’s Subsidiaries) in accordance with the provisions of Section
      6.12.2, (ii) surrender the CILCO Credit Agreement Bond to the CILCO Trustee
      for
      cancellation when each of the Borrower Sublimit and the Borrower Credit Exposure
      of CILCO have been reduced to zero and all fees and other amounts payable by
      CILCO with respect to the Obligations of CILCO have been duly paid, (iii)
      surrender the CIPS Credit Agreement Bond to the CIPS Trustees for cancellation
      when each of the Borrower Sublimit and the Borrower Credit Exposure of CIPS
      have
      been reduced to zero and all fees and other amounts payable by CIPS with respect
      to the Obligations of CIPS have been duly paid, and (iv) surrender the IP Credit
      Agreement Bond to the IP Trustee for cancellation when each of the Borrower
      Sublimit and the Borrower Credit Exposure of IP have been reduced to zero and
      all fees and other amounts payable by IP with respect to the Obligations of
      IP
      have been duly paid.
      This
      Section 8.4 does not require any consent of Lenders or release by the Agent
      in
      connection with the release of property from the Lien of the CIPS Indenture,
      the
      CILCO Indenture or the IP Indenture that is made in accordance with the
      respective requirements of those instruments.

     

    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 letters
      described in Section 10.13 which shall survive and remain in full force and
      effect during the term of this Agreement.

     

     

     

     

    
      
        
        

      

      
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    9.5.  Several
      Obligations; Benefits of this Agreement.
      The
      respective obligations of the Lenders and the Issuing Banks hereunder are
      several and not joint and no Lender or Issuing 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)        	
              Subject
                to paragraph (iii) below, the Illinois Utilities and the Borrowers
                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 (including
                local counsel if determined by the Agent to be advisable in connection
                with the perfection of security interests and the issuance and pledge
                of
                the CILCO Credit Agreement Bonds, the CIPS Credit Agreement Bonds
                or the
                IP Credit Agreement Bonds), 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. Subject to paragraph (iii)
                below,
                the Illinois Utilities and the Borrowers also agree 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.

            


    

     

    
      	(ii)       	
              Subject
                to paragraph (iii) below, the Illinois Utilities and 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,
                

            


    

     

     

    
      
        
        

      

      
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    which
      attorneys and paralegals may or may not be
      employees of such party seeking indemnification) which any of them may pay
      or
      incur arising out of or relating to this Agreement, the other Loan Documents,
      the transactions contemplated hereby or the direct or indirect application
      or
      proposed application of the proceeds of any Loan hereunder except to the extent
      that they have resulted, as determined in a final non-appealable judgment by
      a
      court of competent jurisdiction, from the gross negligence or willful misconduct
      of the party seeking indemnification

     

    
      	(iii)      	
              Each
                amount payable under paragraph (i) or (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 Illinois Utility
                or
                Borrower, such Illinois Utility or Borrower and (b) otherwise, all
                the Illinois Utilities and Borrowers, with each of them being severally
                liable for its Contribution Percentage of such
                amount.

            


    

     

    
      	(iv)      	
              To
                the extent that the Illinois Utilities and 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 Illinois Utilities and 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 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 

    
      
        
        

      

      
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    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 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 

    
      
        
        

      

      
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    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 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 

    
      
        
        

      

      
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    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 Collateral Documents to be taken
      by the Agent. Without limiting any other power granted under any Loan Document,
      each Lender authorizes and directs the Agent to vote all the interests of the
      Lenders as a single bloc based upon the direction of the Required Lenders as
      contemplated by any Loan Document.

     

    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 Revolving 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 Borrowers, 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.
      Each
      Borrower agrees to pay to the Agent and each Arranger, for their respective
      accounts, the agent and arranger fees agreed to by such Borrower, the Agent
      and
      the Arrangers pursuant to the letter agreements dated May 30, 2006, 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 

    
      
        
        

      

      
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    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
                

            


    

     

     

    
      
        
        

      

      
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    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 Revolving 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 Revolving 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.

     

     

    
      
        
        

      

      
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      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 Revolving 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 Revolving 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.

     

    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 Borrowers shall not be required if (i) a Default has occurred
      and
      is continuing 

    
      
        
        

      

      
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    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
      Revolving 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 Revolving 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 respective
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    their
      respective Revolving 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);

            


    

     

    
      	(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
                

            


    

     

     

     

    
      
        
        

      

      
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    (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 YORK, NEW
      YORK,
      IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO ANY LOAN DOCUMENTS
      AND
      EACH BORROWER HEREBY 

    
      
        
        

      

      
        92

        
          

        

      

      
        
        

      

    

     

    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]

     

    
      
        
        

      

      
        93

        
          

        

      

      
        
        

      

    


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

     

    
      	
              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

            
	 	 


    

    


    
      	
              ILLINOIS
                POWER COMPANY,

               

            
	
              by

            
	
               

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

            
	 	
              Title:  
                Vice President and

                         
                Treasurer

            
	 	 


    

     

     

    
      SIGNATURE
        PAGE TO

      AMEREN
        CORPORATION 

      ILLINOIS
        CREDIT AGREEMENT


    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    



    


    
      	
              AMERENENERGY
                RESOURCES GENERATING COMPANY,

               

            
	
              by

            
	
               

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

            
	 	
              Title:  
                Vice President and

                         
                Treasurer

            
	 	 


    

    


    
      	
              CILCORP
                INC.,

               

            
	
              by

            
	
               

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

            
	 	
              Title:  
                Vice President and

                         
                Treasurer

            
	 	 


    

     

    
      SIGNATURE
        PAGE TO

      AMEREN
        CORPORATION 

      ILLINOIS
        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 

      ILLINOIS
        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:  CITICORP
          USA, INC.

        
          	
                                                                                              
                    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: 
            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 

          ILLINOIS
            CREDIT AGREEMENT

           

           

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

        

      

    

    COMMITMENT
      SCHEDULE

    


    COMMITMENT
      SCHEDULE TO 

    ILLINOIS
      CREDIT AGREEMENT

     

    
      	
              Lender

            	 	
              Commitment

            	 
	
              JPMorgan
                Chase Bank, N.A.

            	
              $

            	
              50,000,000

            	 
	
              Barclays
                Bank PLC

            	 	
              50,000,000

            	 
	
              BNP
                Paribas

            	 	
              43,250,000

            	 
	
              The
                Bank of New York

            	 	
              43,250,000

            	 
	
              Wachovia
                Bank, National Association

            	 	
              43,250,000

            	 
	
              William
                Street Commitment Corporation

            	 	
              38,000,000

            	 
	
              Citicorp
                USA, Inc.

            	 	
              34,600,000

            	 
	
              U.S.
                Bank, N.A.

            	 	
              34,600,000

            	 
	
              UBS
                Loan Finance LLC

            	 	
              34,600,000

            	 
	
              The
                Bank of Tokyo-Mitsubishi UFJ, Ltd.

            	 	
              27,500,000

            	 
	
              Lehman
                Brothers Bank, FSB

            	 	
              21,000,000

            	 
	
              Fifth
                Third Bank

            	 	
              20,475,000

            	 
	
              National
                City Bank

            	 	
              20,475,000

            	 
	
              Commerce
                Bank, N.A.

            	 	
              10,000,000

            	 
	
              Mellon
                Bank, N.A.

            	 	
              10,000,000

            	 
	
              The
                Northern Trust Company

            	 	
              10,000,000

            	 
	
              UMB
                Bank, N.A.

            	 	
              9,000,000

            	 
	 	 	 	 
	
              Aggregate
                Commitment

            	
              $

            	
              500,000,000

            	 


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    LC
      COMMITMENT SCHEDULE



    LC
      COMMITMENT SCHEDULE TO 

    ILLINOIS
      CREDIT AGREEMENT

    


    
      	
              Issuing
                Bank

            	 	
              LC
                Commitment

            	 
	
              JPMorgan
                Chase Bank, N.A.

            	
              $

            	
              250,000,000

            	 
	
              Barclays
                Bank PLC

            	 	
              250,000,000

            	 


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    PRICING
      SCHEDULE

    

      
        	
                 

                Applicable
                  Margin or Fee Rate

                 

              	
                 

                Level

                I

                Status

                 

              	
                 

                Level

                II

                Status

                 

              	
                 

                Level

                III

                Status

                 

              	
                 

                Level

                IV

                Status

                 

              	
                 

                Level

                V

                Status

                 

              	
                 

                Level

                VI

                Status

                 

              
	
                 

                Eurodollar

                 Margin/LC

                 Participation
                  Fee 

                (when
                  Usage ≤ 

                50.0%)

                 

              	
                 

                0.150%

                 

              	
                 

                0.300%

                 

              	
                 

                0.600%

                 

              	
                 

                0.825%

                 

              	
                 

                1.000%

                 

              	
                 

                1.375%

                 

              
	
                 

                Floating
                  Rate 

                Margin
                  (when 

                Usage
                  ≤ 50.0%)

                 

              	
                 

                0.000%

                 

              	
                 

                0.000%

                 

              	
                 

                0.000%

                 

              	
                 

                0.000%

                 

              	
                 

                0.000%

                 

              	
                 

                0.375%

                 

              
	
                 

                Eurodollar
                  

                Margin/LC
                  

                Participation
                  Fee 

                (when
                  Usage > 

                50.0%)

                 

              	
                 

                0.280%

                 

              	
                 

                0.480%

                 

              	
                 

                0.850%

                 

              	
                 

                1.075%

                 

              	
                 

                1.250%

                 

              	
                 

                1.625%

                 

              
	
                 

                Floating
                  Rate 

                Margin
                  

                (when
                  

                Usage
                  > 50.0%)

                 

              	
                 

                0.000%

                 

              	
                 

                0.000%

                 

              	
                 

                0.000%

                 

              	
                 

                0.075%

                 

              	
                 

                0.250%

                 

              	
                 

                0.625%

                 

              
	
                 

                Facility
                  Fee

                 

              	
                 

                0.100%

                 

              	
                 

                0.125%

                 

              	
                 

                0.150%

                 

              	
                 

                0.175%

                 

              	
                 

                0.250%

                 

              	
                 

                0.375%

                 

              


      

      
 

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

    

    


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

    


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

    


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

    


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

    


    “Level
      VI
      Status” exists at any date if, on such date, the applicable entity 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, the public rating issued by Moody’s Investors
      Service, Inc. (“Moody's”) and then in effect with respect to (i) in the case of
      an Illinois Utility, such entity’s senior secured long-term debt securities
      without third-party credit enhancement or such entity’s First Mortgage Bond
      obligations without third-party credit enhancement and (ii) in the case of
      CILCORP, such entity's senior unsecured long-term debt securities without third
      party credit enhancement; provided
      that if
      the applicable entity does not have any such rating, Level VI Status shall
      exist. In the case of Resources, “Moody’s Rating” means, at any time, one of the
      following three ratings (in the order in which they are referred based on
      availability and, in each case, without third-party credit enhancement): (i)
      the
      public rating issued by Moody's and then in effect with respect to Resources'
      Advances and other Obligations; (ii) the public rating issued by Moody's and
      then in effect with respect to Resources' senior secured long-term debt
      securities; or (iii) the rating one level above the public rating issued by
      Moody's and then in effect with respect to Resources' senior unsecured and
      unsubordinated long-term debt securities. 

    


    
      
        1

      

      
        
        

        
          

        

      

      
        
        

      

    

    “S&P
      Rating” means, at any time, the public rating issued by Standard and Poor’s
      Rating Services, a division of The McGraw Hill Companies, Inc. (“S&P”), and
      then in effect with respect to (i) in the case of an Illinois Utility, such
      entity’s senior secured long-term debt securities without third-party credit
      enhancement or such entity's First Mortgage Bond obligations without credit
      enhancement and (ii) in the case of CILCORP, such entity's senior unsecured
      long-term debt securities without third party credit enhancement; provided
      that if
      the applicable entity does not have any such rating, Level VI Status shall
      exist. In the case of Resources, “S&P Rating” means, at any time, one of the
      following three ratings (in the order in which they are referred based on
      availability and, in each case, without third-party credit enhancement): (i)
      the
      public rating issued by S&P and then in effect with respect to Resources'
      senior secured long-term debt securities; (ii) the public rating issued by
      S&P and then in effect with respect to Resources' Advances and other
      Obligations, or (iii) the rating one level above the public rating issued by
      S&P and then in effect with respect to Resources' senior unsecured and
      unsubordinated long-term debt securities.

    


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

    


    “Usage”
      refers to the Aggregate Revolving Credit Exposure on any date reflected as
      a
      percentage of the Aggregate Commitment on such date (and shall be deemed to
      be
      greater than 50% on any date when the Aggregate Commitment is
      zero).

    


    All
      capitalized terms used but not defined in this Pricing Schedule shall have
      the
      meanings assigned thereto in the Credit Agreement to which this Pricing Schedule
      is attached.

    


    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; provided
      that in
      the event that Resources has neither a Moody’s Rating nor an S&P Rating, the
      Applicable Margin applicable to Resources shall be determined based on the
      Ratio
      Table below. The Applicable Fee Rate shall be determined (a) with respect to
      Facility Fees of each entity,
      in
      accordance with this Pricing Schedule, using such entity’s
      Status
      and such entity's
      Contribution Percentage and (b) with respect to LC Participation Fees, in
      accordance with the foregoing table based on the applicable Borrower’s Status;
provided
      that in
      the event that Resources has neither a Moody’s Rating nor an S&P Rating, the
      Applicable Fee Rate applicable to Resources shall be determined based on the
      Ratio Table below. 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
      the
      applicable entity
      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 applicable
entity
      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. Notwithstanding the foregoing,
      in
      the event that Resources has only one rating, the Applicable Margin or
Applicable
      Fee Rate
      shall be
      determined by taking the arithmetic average of the Applicable Margin or
Applicable
      Fee Rate
      from the
      Pricing Schedule based upon the rating of Resources and the Applicable Margin
      or
Applicable
      Fee Rate
      from the
      Ratio Table.

    


    At
      any
      time that the Applicable Margin or the Applicable Fee Rate of Resources shall
      be
      based upon the Ratio Table below, the financial reporting required will include
      reporting for Resources to be specified by the Agent in connection with the
      determination of such pricing.

    


    
      
        2

      

      
        
        

        
          

        

      

      
        
        

      

    

    Ratio
      Table

    


    
      	
               

               

              Consolidated
                Total Debt to 

              Consolidated
                Cash Flow 

              Ratio

            	
              Eurodollar
                

              Margin/LC

               Participation
                Fee

               (when
                Usage ≤ 

              50.0%)

            	
               

              Floating
                Rate

               Margin

               (when
                Usage 

              ≤
                50.0%)

               

            	
               

              Eurodollar

               Margin/LC
                

              Participation
                

              Fee (when
                

              Usage >
                

              50.0%)

               

            	
               

               

              Floating
                Rate

               Margin
                (when

               Usage
                >

               50.0%)

               

            	
               

               

               

               

              Facility
                Fee

               

            
	
              Level
                I

              less
                than 1.0:1.0

            	
              0.150%

            	
              0.000%

            	
              0.280%

            	
              0.000%

            	
              0.100%

            
	
              Level
                II

              1.0:1.0
                or greater,

              but
                less than 1.5:1.0

            	
              0.300%

            	
              0.000%

            	
              0.480%

            	
              0.000%

            	
              0.125%

            
	
              Level
                III

              1.5:1.0
                or greater,

              but
                less than 2.0:1.0

            	
              0.600%

            	
              0.000%

            	
              0.850%

            	
              0.000%

            	
              0.150%

            
	
              Level
                IV

              2.0:1.0
                or greater

              but
                less than 2.5:1.0

            	
              0.825%

            	
              0.000%

            	
              1.075%

            	
              0.075%

            	
              0.175%

            
	
              Level
                V

              2.5:1.0
                or greater

              but
                less than 3.0:1.0

            	
              1.000%

            	
              0.000%

            	
              1.250%

            	
              0.250%

            	
              0.250%

            
	
              Level
                VI

              3.0:1.0
                or greater

            	
              1.375%

            	
              0.375%

            	
              1.625%

            	
              0.625%

            	
              0.375%

            


    

    


    For
      purposes of the table above, the following terms shall have the meanings set
      forth below:

    


    “Consolidated
      Total Debt to Consolidated Operating Cash Flow Ratio”
means,
      at any date of determination, the ratio of Consolidated Indebtedness of
      Resources as at the end of the most recently ended fiscal quarter for which
      financial statements have been delivered to Consolidated Cash Flow of Resources
      for such fiscal quarter and the immediately preceding three fiscal
      quarters.

     

    “Consolidated
      Indebtedness”
      means,
      at any time, the Indebtedness of Resources and its Subsidiaries which would
      be
      consolidated in the consolidated financial statements of Resources and such
      Subsidiaries in accordance with Agreement Accounting Principles on a
      consolidated basis at such time,
      excluding Permitted Securitizations and the subordinated indebtedness specified
      in the proviso of Section 6.17 of the Agreement.

    


    “Consolidated
      Operating Cash Flow” means,
      for any
      period, the sum of the amounts which would appear in accordance with Agreement
      Accounting Principles on the consolidated statement of cash flow of Resources
      in
      the “Cash Flow from Operating Activities” section before, and without including
      amounts under or described as “changes in assets and liabilities”. 

     

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    SCHEDULE
      1 

    SCHEDULE
      1

    


    SUBSIDIARIES

    (See
      Section 5.8)

    


    


    SUBSIDIARIES
      OF CENTRAL ILLINOIS PUBLIC SERVICE COMPANY

    


                                                 
                                                                      Jurisdiction
      of                                                    
 Owned                                                 
Percent

                               Subsidiary                                                                 
      Organization                                                       
 By                                                     
Ownership 

    
      

    

    1. 
      CIPS Energy,
      Inc.                                                                                
Illinois                                                 Central
      Illinois Public Service
      Company          100%

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    
      SUBSIDIARIES
        OF CILCORP INC.


      
        	
                 

                Subsidiary

              	
                Jurisdiction
                  of

                     
                  Organization

              	
                
                  Owned

                  By

                

              	
                 

              	
                Percent

                Ownership

              	 

                 

              	 	 
	 	 	 	 	 
	
                1. 
                  Central Illinois Light

                      
Company

              	
                Illinois

                 

              	 	
                CILCORP
                  Inc.

                 

              	
                100%

              	
              	 	 
	 	 	 	 	 	 	 	 
	
                2. 
                  CILCO
                  Exploration and 
                        
                    Development Co.

                

              	
                Illinois

              	 	
                Central
                  Illinois Light Company

              	
                100%

              	
                 

              	 	 
	 	 	 	 	 	 	 	 
	
                3. 
                  AmerenEnergy
                  Resources 
                        
                    Generating Company

                

              	
                Illinois

              	 	
                Central
                  Illinois Light Company

              	
                100%

              	 	 	 
	 	 	
                 

              	 	 	 	 	 
	
                4. 
                  CILCO
                  Energy Corporation

              	
                Illinois

              	 	
                Central
                  Illinois Light Company

              	
                100%

              	 	 	 
	 	 	 	 	 	 	 	 
	
                5. 
                  CIM
                  Energy Investment Inc.

              	
                Illinois
                  

              	
              	CILCORP
                Inc.	
                100%

              	 	 	 
	 	 	 	 	 	 	 	 
	
                6. 
                  QST
                  Enterprises Inc.

              	
                Illinois

              	
              	CILCORP
                Inc.	
                100%

              	 	
              	 
	 	 	 	 	 	 	 	 
	
                7. 
                  QST
                  Energy Inc.

              	
                Illinois

              	
                 

              	QST
                Enterprises Inc.	
                100%

              	 	
              	 
	 	 	 	 	 	 	 	 
	
                8. 
                  QST
                  Energy Trading Inc.

              	
                Illinois

              	 	
                QST
                  Energy Inc.

              	
                100%

              	
              	 	 
	 	 	 	 	 	 	 	 
	
                9.  
                  CILCORP
                  Infraservices 
                  Inc.

                

              	
                Illinois

              	 	
                QST
                  Enterprises Inc.

              	
                100%

              	
                 

              	 	 
	
              	 	 	 	 	 	 	 
	
                10. QST
                  Inc.

              	
                 Illinois

              	 	
                QST
                  Enterprises Inc.

              	
                
                  100%

                

              	 	 	
                 

              
	 	 	 	 	 	 
	
                11. ESE
                  Land Corporation

              	
                Illinois

              	 	
                QST
                  Enterprises Inc.

              	
                 100%

              	
                 

              	 	 
	 	 	 	 
	
                12. Savannah
                  Resources 
                  Corp.

                

              	
                California

              	
                 

              	
                ESE
                  Land Corporation

              	
                100%
                  

              	 	 	 
	
              	 	 	 
	
                13. ESE
                  Placentia 

                       
                  Development Corporation

              	 

                Illinois

              	 	
                ESE
                  Land Corporation

              	
                
                  100%

                

              	 	
                 

              	 
	 	 	 	 
	
                14.
                  CILCORP
                  Venture Inc.

              	
                Illinois

              	 	
                CILCORP
                  Inc.

              	
                100%

              	
                 

              	 	 
	 	 	 	 
	
                15.
                  CILCORP
                  Energy 
                         
                    Services Inc.

                

              	
                Illinois

              	
              	
                CILCORP
                  Venture Inc.

              	
                100%

              	
                 

              	 	 
	
              	 	 	 
	
                16. Agricultural
                  Research

                       
                  & Development Corp

              	
                Illinois

              	
                 

              	
                CILCORP
                  Venture Inc..

              	
                80%

              	
                 

              	 	 


      

       

       

      
        
          2

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        SUBSIDIARIES
          OF CILCO

         

      

      
        	 	 	 	 
	
                Subsidiary  

              	     
                Jurisdiction of 
                Organization

              	 	
                Owned

                 By

              	 	
                Percent

                Ownership

              	 	 	 
	 	 	 	 
	
                
                  1. 
                    CILCO Exploration and

                        
                    Development Co. 

                

              	
                Illinois

              	 	Central
                Illinois Light Company 	
                100%

              	 	 	 
	 	 	 	 
	
                2. 
                  AmerenEnergy Resources

                      
                  Generating Company 

              	
                 Illinois

              	 	Central
                Illinois Light Company	
                 100%

              	 	 	 
	 	 	 	 	 	 	 	 
	3. 
                CILCO Energy Corporation	
                Illinois

              	 	Central
                Illinois Light Company	
                100%

              	 	 	 


      



     

    
      
        3

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    


    SUBSIDIARIES
      OF ILLINOIS POWER COMPANY

    


    
      	
              Subsidiary  

            	     
              Jurisdiction of 
              Organization

            	 	
              Owned

               By

            	 	
              Percent

              Ownership

            	 	 	 
	 


    

    
      	
              
                1. 
                  IP Gas Supply Company

                      
                  

              

            	
              Illinois

            	 	Illinois
              Power Company	
              100%

            	 	 	 
	 	 	 	 
	
              2. 
                Illinois Power Transmission

                    Company,
                LLC

            	
              Delaware

            	 	Illinois
              Power Company	
               100%

            	 	 	 
	 	 	 	 	 	 	 	 
	
              3. 
                Illinois Power Securitization

                    Limited Liability
                Company

            	
              Delaware

            	 	Illinois
              Power Company	
              100%

            	 	 	 
	 	 	 	 	 	 	 	 
	
              4. 
                Illinois Power Special Purpose

                   
                Trust

            	
              Delaware

            	 	
              Illinois
                Power Securitization

              Limited
                Liability Company

            	
              100%

            	 	 	 
	 	 	 	 	 	 	 	 
	
              5. 
                Illinois Power Financing I
 	
              Delaware

            	 	Illinois
              Power Company 	
              100%

            	 	 	 
	 	 	 	 	 	 	 
	6. 
              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 6.13.5)

     

     

    Following
      are the agreements or other arrangements existing as of the effective date
      of
      the Credit Agreement dated as of July 14, 2006, (the “Agreement”), among the
      Borrowers, the lending institutions identified therein as Lenders and JPMorgan
      Chase Bank, as Administrative Agent that prohibit, restrict or impose any
      condition upon the ability of any Borrower or any Subsidiary (other than a
      Project Finance Subsidiary) to, create or otherwise cause to become effective
      any consensual encumbrance or restriction of any kind on the ability of any
      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. 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.

     

    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.

     

    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 such 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 such 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 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.

     

    
      
        2

      

      
        
        

        
          

        

      

      
        
        

      

    

    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.

     

    RESOURCES

     

    None

     

    


     

    
      
        3

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    SCHEDULE
      4

    SCHEDULE
      4

    REGULATORY
      AUTHORIZATIONS

    (See
      Sections 4.2.3, 4.3.3, and 5.18)

    


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

     

    
      	·  	
              Letter
                order issued on October 25, 2002 (Docket Nos. ER02-1688-000,
                ER02-1688-001, and ER02-1688-002): grants Central Illinois Generation,
                Inc. (now known as Resources) blanket authorization to issue securities
                and assume liabilities, including borrowing under 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 CIPS
                and
                CILCO in an aggregate principal amount outstanding not to exceed
                $250,000,000, subject to, among other things, the condition that
                all such
                indebtedness be issued on or before March 31,
                2008.

            


    

     

     

    The
      Illinois Commerce Commission has been requested to issue the following orders
      under the Illinois Public Utilities Act to authorize each of CIPS, CILCO, and
      IP
      to incur the long-term indebtedness and to execute and deliver the Credit
      Agreement Bond and related Supplemental Indenture contemplated by this
      Agreement:

     

     

    
      	·  	
              Order
                in Docket No. 06-0331: requested to grant CIPS authorization to incur
                long-term indebtedness in an aggregate principal amount not to exceed
                $135,000,000 and to execute, enter into, and deliver the CIPS Credit
                Agreement Bond and the CIPS Supplemental
                Indenture.

            


    

     

     

    
      	·  	
              Order
                in Docket No. 06-0330: requested to grant CILCO authorization to
                incur
                long-term indebtedness in an aggregate principal amount not to exceed
                $150,000,000 and to execute, enter into, and deliver the CILCO Credit
                Agreement Bond and the CILCO Supplemental
                Indenture.

            


    

     

     

    
      
        1

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	·  	
              Order
                in Docket No. 06-0332: requested to grant IP authorization to incur
                long-term indebtedness in an aggregate principal amount not to exceed
                $150,000,000 and to execute, enter into, and deliver the IP Credit
                Agreement Bond and the IP Supplemental
                Indenture.

            


    

     

    2