<PAGE>

                                                                   Exhibit 10.31
                                                                  EXECUTION COPY


================================================================================

                                CREDIT AGREEMENT

                            Dated as of April 1, 2003

                                      among

                              DYNEGY HOLDINGS INC.,

                                as the Borrower,

                                  DYNEGY INC.,

                            as the Parent Guarantor,

                       The Other Guarantors Party Hereto,

                    CITIBANK, N.A. and BANK OF AMERICA, N.A.,

                            as Administrative Agents,

                         The Other Lenders Party Hereto,

                                 CITIBANK, N.A.,

                                as Payment Agent,

                                  BANK ONE, NA,

                                 as L/C Issuer,

                                  BANK ONE, NA,

                              as Collateral Agent,

         SALOMON SMITH BARNEY, INC., BANC OF AMERICA SECURITIES LLC and
                                  BANK ONE, NA,

                              as Co-Lead Arrangers

                                       and

         SALOMON SMITH BARNEY, INC. and BANC OF AMERICA SECURITIES LLC,
                            as Book Running Managers

================================================================================

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
Section                                                                               Page
-------                                                                               ----

                                         ARTICLE I
                             DEFINITIONS AND ACCOUNTING TERMS
<S>                                                                                   <C>
1.01.   Defined Terms ..........................................................         2
        -------------
1.02.   Other Interpretive Provisions ..........................................        42
        -----------------------------
1.03.   Accounting Terms .......................................................        42
        ----------------
1.04.   Rounding ...............................................................        43
        --------
1.05.   References to Agreements, Laws and Persons .............................        43
        ------------------------------------------
1.06.   Times of Day ...........................................................        43
        ------------
1.07.   Letter of Credit Amounts ...............................................        43
        ------------------------
1.08.   Currency Equivalents Generally .........................................        43
        ------------------------------

                                        ARTICLE II
                           THE COMMITMENTS AND CREDIT EXTENSIONS

2.01.   The Loans ..............................................................        44
        ---------
2.02.   Borrowings, Conversions and Continuations of Loans .....................        45
        --------------------------------------------------
2.03.   Revolving Letters of Credit ............................................        47
        ---------------------------
2.04.   Reallocated Letters of Credit ..........................................        56
        -----------------------------
2.05.   Prepayments ............................................................        65
        -----------
2.06.   Termination or Reduction of Commitments ................................        70
        ---------------------------------------
2.07.   Repayment of Loans .....................................................        71
        ------------------
2.08.   Interest ...............................................................        71
        --------
2.09.   Fees ...................................................................        72
        ----
2.10.   Computation of Interest and Fees .......................................        73
        --------------------------------
2.11.   Evidence of Indebtedness ...............................................        73
        ------------------------
2.12.   Payments Generally .....................................................        74
        ------------------
2.13.   Sharing of Payments ....................................................        76
        -------------------

                                        ARTICLE III
                          TAXES, YIELD PROTECTION AND ILLEGALITY

3.01.   Taxes ..................................................................        76
        -----
3.02.   Illegality .............................................................        77
        ----------
3.03.   Inability to Determine Rates ...........................................        78
        ----------------------------
3.04.   Increased Cost and Reduced Return; Capital Adequacy; Reserves on
        ----------------------------------------------------------------
        Eurodollar Rate Loans ..................................................        78
        ---------------------
3.05.   Funding Losses .........................................................        79
        --------------
3.06.   Matters Applicable to all Requests for Compensation ....................        79
        ---------------------------------------------------
3.07.   Survival ...............................................................        79
        --------
</TABLE>

                                        i

<PAGE>

<TABLE>
<CAPTION>
                                        ARTICLE IV
                         CONDITIONS PRECEDENT TO CREDIT EXTENSIONS
<S>                                                                                    <C>
4.01.   Conditions of Initial Credit Extension .................................        79
        --------------------------------------
4.02.   Conditions to all Credit Extensions ....................................        85
        -----------------------------------
4.03.   Conditions to All Reallocated Facility Credit Extensions ...............        86
        --------------------------------------------------------

                                         ARTICLE V
                              REPRESENTATIONS AND WARRANTIES

5.01.   Existence, Qualification and Power; Compliance with Laws ...............        86
        --------------------------------------------------------
5.02.   Authorization; No Contravention ........................................        87
        -------------------------------
5.03.   Governmental Authorization; Other Consents .............................        87
        ------------------------------------------
5.04.   Binding Effect .........................................................        88
        --------------
5.05.   Financial Statements ...................................................        88
        --------------------
5.06.   Litigation .............................................................        89
        ----------
5.07.   No Default .............................................................        89
        ----------
5.08.   Ownership of Property; Liens; Etc. .....................................        89
        ---------------------------------
5.09.   Environmental Compliance ...............................................        90
        ------------------------
5.10.   Insurance ..............................................................        92
        ---------
5.11.   Taxes ..................................................................        92
        -----
5.12.   ERISA Compliance .......................................................        92
        ----------------
5.13.   Subsidiaries ...........................................................        93
        ------------
5.14.   Margin Regulations; Investment Company Act; Public Utility Holding
        ------------------------------------------------------------------
        Company Act ............................................................        94
        -----------
5.15.   Disclosure .............................................................        94
        ----------
5.16.   Intellectual Property; Licenses, Etc. ..................................        95
        ------------------------------------
5.17.   Solvency ...............................................................        95
        --------

                                        ARTICLE VI
                                   AFFIRMATIVE COVENANTS

6.01.   Financial Statements ...................................................        95
        --------------------
6.02.   Certificates; Other Information ........................................        97
        -------------------------------
6.03.   Notices ................................................................       100
        -------
6.04.   Payment of Obligations .................................................       100
        ----------------------
6.05.   Preservation of Existence, Etc. ........................................       101
        ------------------------------
6.06.   Maintenance of Properties ..............................................       101
        -------------------------
6.07.   Maintenance of Insurance ...............................................       101
        ------------------------
6.08.   Compliance with Laws ...................................................       101
        --------------------
6.09.   Books and Records ......................................................       101
        -----------------
6.10.   Inspection Rights ......................................................       102
        -----------------
6.11.   Use of Proceeds ........................................................       102
        ---------------
6.12.   Covenant to Guarantee Obligations and Give Security ....................       102
        ---------------------------------------------------
6.13.   Compliance with Environmental Laws .....................................       104
        ----------------------------------
6.14.   Preparation of Environmental Reports ...................................       104
        ------------------------------------
6.15.   Further Assurances .....................................................       105
        ------------------
</TABLE>

                                       ii

<PAGE>

<TABLE>
<S>                                                                                       <C>
6.16.   Material Contracts .....................................................          105
        ------------------
6.17.   Upstreaming of Net Cash Proceeds and Extraordinary Receipts by
        --------------------------------------------------------------
        Subsidiaries ...........................................................          105
        ------------
6.18.   Mortgaged Property .....................................................          105
        ------------------

                                        ARTICLE VII
                                    NEGATIVE COVENANTS

7.01.   Liens ..................................................................          108
        -----
7.02.   Investments ............................................................          112
        -----------
7.03.   Indebtedness ...........................................................          116
        ------------
7.04.   Fundamental Changes ....................................................          119
        -------------------
7.05.   Dispositions ...........................................................          120
        ------------
7.06.   Restricted Payments ....................................................          122
        -------------------
7.07.   Change in Nature of Business ...........................................          123
        ----------------------------
7.08.   Transactions with Affiliates and Non-Loan Parties ......................          123
        -------------------------------------------------
7.09.   Burdensome Agreements ..................................................          123
        ---------------------
7.10.   Use of Proceeds ........................................................          124
        ---------------
7.11.   Financial Covenants ....................................................          124
        -------------------
7.12.   Capital Expenditures ...................................................          124
        --------------------
7.13.   Amendments of Organization Documents ...................................          125
        ------------------------------------
7.14.   Accounting Changes .....................................................          125
        ------------------
7.15.   Prepayments, Etc. of Indebtedness ......................................          125
        ---------------------------------
7.16.   Amendment, Etc. of Material Contracts ..................................          126
        -------------------------------------
7.17.   Swap Contracts .........................................................          126
        --------------
7.18.   Partnerships, Etc. .....................................................          127
        -----------------
7.19.   Formation of Subsidiaries ..............................................          127
        -------------------------
7.20.   CoGen Facility and Riverside Facility ..................................          127
        -------------------------------------
7.21.   Amendments, Etc. of Chevron Preferred Stock ............................          127
        -------------------------------------------

                                       ARTICLE VIII
                              EVENTS OF DEFAULT AND REMEDIES

8.01.   Events of Default ......................................................          128
        -----------------
8.02.   Remedies Upon Event of Default .........................................          130
        ------------------------------
8.03.   Application of Monies Upon Event of Default ............................          131
        -------------------------------------------

                                        ARTICLE IX
                          ADMINISTRATIVE AGENTS AND OTHER AGENTS

9.01.   Appointment and Authorization of Agents ................................          132
        ---------------------------------------
9.02.   Delegation of Duties ...................................................          133
        --------------------
9.03.   Liability of Agents ....................................................          134
        -------------------
9.04.   Reliance by Agents .....................................................          134
        ------------------
9.05.   Notice of Default ......................................................          135
        -----------------
9.06.   Credit Decision; Disclosure of Information by Agents ...................          135
        ----------------------------------------------------
9.07.   Indemnification of Agents ..............................................          135
        -------------------------
9.08.   Agents in their Individual Capacities ..................................          136
        -------------------------------------
</TABLE>

                                       iii

<PAGE>

<TABLE>
<S>                                                                                       <C>
9.09.   Successor Agents .......................................................          137
        ----------------
9.10.   Administrative Agents May File Proofs of Claim .........................          137
        ----------------------------------------------
9.11.   Collateral and Guaranty Matters ........................................          138
        -------------------------------
9.12.   Other Agents; Arrangers and Managers ...................................          139
        ------------------------------------
9.13.   Appointment of Supplemental Collateral Agents ..........................          139
        ---------------------------------------------

                                         ARTICLE X
                                         GUARANTY

10.01.  Guaranty; Limitation of Liability ......................................          140
        ---------------------------------
10.02.  Guaranty Absolute ......................................................          140
        -----------------
10.03.  Waivers and Acknowledgments ............................................          142
        ---------------------------
10.04.  Subrogation ............................................................          142
        -----------
10.05.  Guaranty Supplements ...................................................          143
        --------------------
10.06.  Subordination ..........................................................          143
        -------------
10.07.  Continuing Guaranty; Assignments .......................................          144
        --------------------------------
10.08.  Subordination of Obligations and Exercise of Remedies to Black Thunder
        ----------------------------------------------------------------------
        Facility ...............................................................          145
        --------

                                        ARTICLE XI
                                       MISCELLANEOUS

11.01.  Amendments, Etc. .......................................................          145
        ---------------
11.02.  Notices and Other Communications; Facsimile Copies .....................          147
        --------------------------------------------------
11.03.  No Waiver; Cumulative Remedies .........................................          148
        ------------------------------
11.04.  Costs and Expenses .....................................................          148
        ------------------
11.05.  Release and Indemnification by the Borrower and the Parent Guarantor ...          149
        --------------------------------------------------------------------
11.06.  Payments Set Aside .....................................................          150
        ------------------
11.07.  Successors and Assigns .................................................          150
        ----------------------
11.08.  Confidentiality ........................................................          154
        ---------------
11.09.  Setoff .................................................................          155
        ------
11.10.  Interest Rate Limitation ...............................................          156
        ------------------------
11.11.  Counterparts ...........................................................          156
        ------------
11.12.  Integration ............................................................          156
        -----------
11.13.  Survival of Representations and Warranties .............................          156
        ------------------------------------------
11.14.  Severability ...........................................................          157
        ------------
11.15.  Tax Forms ..............................................................          157
        ---------
11.16.  Governing Law ..........................................................          159
        -------------
11.17.  Waiver of Right to Trial by Jury .......................................          159
        --------------------------------
11.18.  Binding Effect .........................................................          159
        --------------
</TABLE>

                                       iv

<PAGE>

                                CREDIT AGREEMENT

               This CREDIT AGREEMENT ("Agreement") is entered into as of April
1, 2003, among DYNEGY HOLDINGS INC., a Delaware corporation (the "Borrower"),
DYNEGY INC., an Illinois corporation (the "Parent Guarantor"), the Subsidiaries
(as hereinafter defined) of the Parent Guarantor listed on the signature pages
hereof (the "Initial Subsidiary Guarantors"; together with the Additional
Subsidiary Guarantors (as hereinafter defined), the "Subsidiary Guarantors"),
each lender from time to time party hereto (collectively, the "Lenders" and
individually, a "Lender"), CITIBANK, N.A. and BANK OF AMERICA, N.A., as
Administrative Agents (in such capacity, together with any successors appointed
pursuant to the provisions of Article IX, the "Administrative Agents"),
CITIBANK, N.A., as Payment Agent (in such capacity, together with any successor
appointed pursuant to the provisions of Article IX, the "Payment Agent"), Bank
One, NA (main office Chicago), as Collateral Agent (in such capacity, together
with any successors appointed pursuant to the provisions of Article IX, the
"Collateral Agent") and BANK ONE, NA (main office Chicago) as L/C Issuer (in
such capacity, together with any successors and permitted assigns, the "L/C
Issuer").

               PRELIMINARY STATEMENTS

               1. The Borrower is a party to (x) the 364-Day Revolving Credit
Agreement dated as of April 29, 2002 (as heretofore amended, the "DHI 364-Day
Revolver") with Citibank, as paying agent and co-administrative agent, Bank of
America, as co-administrative agent, and the other lenders party thereto and (y)
the Revolving Credit Agreement dated as of May 27, 1998 (as heretofore amended,
the "DHI 5-Year Revolver"; together with the DHI 364-Day Revolver, the "DHI
Existing Revolvers") with Bank One (formerly known as "The First National Bank
of Chicago"), as administrative agent and the other lenders party thereto.

               2. The Parent Guarantor is the guarantor under that certain
Second Amended and Restated Guaranty, dated as of November 4, 2002 (the "Polaris
Guaranty"), in favor of the Guaranteed Parties (as defined therein) pursuant to
which it guaranteed certain obligations under the Operative Documents referred
to in that certain Amended and Restated Participation Agreement, dated as of
December 28, 2000, among DCP Leasing, L.L.C., as the lessee and as the
construction agent, Dynegy Inc., as guarantor, Polaris Connect Statutory Trust,
as lessor, State Street Bank and Trust Company of Connecticut, National
Association, as trustee, Thuban Investors, LLC, as tranche A lender and tranche
B lender, the APA Purchasers, Citicorp North America, Inc., as program agent,
Fleet Capital Corporation, as certificate holder, Citibank, N.A., as collateral
agent, as APA agent, as lease arranger and as administrative agent (the Polaris
Guaranty, together with such Operative Documents being referred to herein as the
"Polaris Facility").

               3. The Parent Guarantor and the Borrower wish to refinance in
full (which the parties agree is a restructuring under the International Swaps
and Derivatives Association credit derivatives definitions (1999 and 2001)and
replace the DHI Existing Revolvers and the Polaris Facility and therefore have
requested that the Lenders provide the credit facilities described herein which
shall supercede and replace the DHI Existing Revolvers and the Polaris Facility
(it being understood that the Lenders under the DHI Existing Revolvers and the
Polaris Facility will be Lenders hereunder at the same commitment level or loan
amount, as the case

<PAGE>

may be, as they currently have thereunder). The Lenders have indicated their
willingness to lend and the L/C Issuer has indicated its willingness to issue
Letters of Credit, in each case, on the terms and subject to the conditions set
forth herein.

               In consideration of the mutual covenants and agreements herein
contained, the parties hereto covenant and agree as follows:

                                    ARTICLE I
                        DEFINITIONS AND ACCOUNTING TERMS

               1.01. Defined Terms. As used in this Agreement, the following
terms shall have the meanings set forth below:

               "ACH Obligations" means any and all obligations of the Parent
Guarantor or any of its Subsidiaries (other than Excluded Subsidiaries) owing to
any Lender or any Affiliate of any Lender under any treasury management services
agreement, any service terms or any service agreements, including electronic
payments service terms and/or automated clearing house agreements, and all
overdrafts on any account which the Parent Guarantor or any of its Subsidiaries
(other than Excluded Subsidiaries) maintains with any Lender or any Affiliate of
any Lender.

               "Additional Collateral Trust Agreement Collateral" has the
meaning specified in Section 2.01 of the Collateral Trust Agreement.

               "Additional Subsidiary Guarantor" means each Subsidiary of the
Parent Guarantor (other than the Initial Subsidiary Guarantors) that shall be
required to execute and deliver a Guaranty Supplement pursuant to Section 6.12.

               "Administrative Agents" has the meaning specified in the recital
of parties to this Agreement.

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

               "Affiliate" means, with respect to any Person, another Person
that directly, or indirectly through one or more intermediaries, Controls or is
Controlled by or is under common Control with the Person specified. "Control"
means the possession, directly or indirectly, of the power to direct or cause
the direction of the management or policies of a Person, whether through the
ability to exercise voting power, by contract or otherwise. "Controlling" and
"Controlled" have meanings correlative thereto. Without limiting the generality
of the foregoing, a Person shall be deemed to be Controlled by another Person if
such other Person possesses, directly or indirectly, power to vote 10% or more
of the securities having ordinary voting power for the election of directors,
managing general partners or the equivalent.

               "Agent-Related Persons" means each of the Administrative Agents,
the Payment Agent, the Collateral Agent, each Co-Lead Arranger and each Book
Running Manager, together with their respective Affiliates, and the officers,
directors, employees, agents and attorneys-in-fact of such Persons and
Affiliates.

                                        2

<PAGE>

               "Agents" means, collectively, the Administrative Agents, the
Payment Agent and the Collateral Agent.

               "Aggregate Commitments" means the Commitments of all the Lenders.

               "Aggregate Credit Exposure" means, at any time, the sum of (i)
the unused portion of each Revolving Credit Commitment then in effect, (ii) the
unused portion of each Term A Commitment then in effect, (iii) the unused
portion of each Term B Commitment then in effect, (iv) the unused portion of
each Reallocated Facility Commitment then in effect and (v) the Total
Outstandings at such time.

               "Aggregate Senior Credit Exposure" means, at any time, the sum of
(i) the unused portion of each Revolving Credit Commitment then in effect, (ii)
the unused portion of each Term A Commitment then in effect, (iii) the unused
portion of Reallocated Facility Commitment then in effect and (iv) the aggregate
Outstanding Amount of all Revolving Credit Loans, Reallocated Facility Loans and
Letters of Credit at such time.

               "Agreement" has the meaning specified in the recital of parties
to this Agreement.

               "Alpha Beneficiary" means ABG Gas Supply, L.L.C. in its
capacity as beneficiary under the Alpha Guaranty (referred to in the definition
of "Alpha Facility").

               "Alpha Facility" means that certain Amended and Restated
Performance Agreement, effective as of March 27, 2001 (as amended and in effect
from time to time, the "Alpha Guaranty"), entered into by the Borrower in favor
of ABG Gas Supply, L.L.C. pursuant to which the Borrower guaranteed the
obligations of (i) DMT Supply LP under that certain Amended and Restated Natural
Gas Purchase Agreement dated as of March 27, 2001 and (ii) Dynegy Marketing &
Trade under that certain Nomination Agreement dated as of March 27, 2001 (the
Alpha Guaranty and the documents referred to in clauses (i) and (ii) are
collectively referred to herein as the "Alpha Facility").

               "Alpha Facility Amount" has the meaning specified in the
Collateral Trust Agreement.

               "Alpha Supply Agreement" means the agreement referred to in
clause (i) of the definition of "Alpha Facility".

               "Alternative Currency" means Pounds Sterling, Canadian Dollars,
or Euros.

               "Applicable Rate" means (a) with respect to Base Rate Loans,
3.75% per annum and (b) with respect to Eurodollar Rate Loans, 4.75% per annum.

               "Appropriate Lender" means, at any time, (a) with respect to the
Term A Facility, the Term B Facility, the Revolving Credit Facility or the
Reallocated Facility, a Lender that has a Commitment with respect to such
Facility at such time, (b) with respect to the Revolving Letter of Credit
Sublimit, (i) the L/C Issuer and (ii) if any Revolving Letters of Credit have
been issued pursuant to Section 2.03(a), the Revolving Credit Lenders and (c)
with respect to the Reallocated

                                        3

<PAGE>

Letter of Credit Sublimit, (i) the L/C Issuer and (ii) if any Reallocated
Letters of Credit have been issued pursuant to Section 2.04(a), the Reallocated
Facility Lenders.

               "Assignment and Assumption" means an Assignment and Assumption
substantially in the form of Exhibit D.

               "Attorney Costs" means and includes all fees, expenses and
disbursements of any law firm or other external counsel (which fees, expenses
and disbursement shall, other than under the circumstances described in clause
(b) of Section 11.04, be reasonable) and, without duplication, the allocated
cost of internal legal services and all expenses and disbursements of internal
counsel.

               "Attributable Indebtedness" means, on any date, (a) in respect of
any capital lease of any Person, the capitalized amount thereof that would
appear on a balance sheet of such Person prepared as of such date in accordance
with GAAP, and (b) in respect of any obligation of the type described in clauses
(a) and (b)(ii) of the definition of Off-Balance Sheet Obligations, the
capitalized amount of the remaining lease payments under the relevant lease that
would appear on a balance sheet of such Person prepared as of such date in
accordance with GAAP if such lease were accounted for as a capital lease.

               "Audited Financial Statements" means (i) the restated audited
consolidated balance sheet of the Parent Guarantor and its consolidated
Subsidiaries for the fiscal years ended December 31, 2000 and December 31, 2001,
respectively, and the related consolidated statements of income or operations,
shareholders' equity and cash flows for the three fiscal years ended December
31, 2001, including the notes thereto, and (ii) the audited consolidated balance
sheet of the Parent Guarantor and its consolidated Subsidiaries for the fiscal
year ended December 31, 2002 and the related consolidated statements of income
or operations, shareholders' equity and cash flows for the three fiscal years
ended December 31, 2002.

               "Auto-Renewal Letter of Credit" means a Revolving Letter of
Credit or a Reallocated Letter of Credit, as the case may be, that has automatic
renewal provisions.

               "Bank of America" means Bank of America, N.A. and its successors.

               "Bank One" means Bank One, NA and its successors.

               "Bankruptcy Code" means Title 11 of the United States Code, 11
U.S.C. (S)(S) 101, et seq., in effect as of the date hereof, as amended,
supplemented or otherwise modified from time to time.

               "BAS" means Banc of America Securities LLC and its successors.

               "Base Rate" means, for any period, a fluctuating interest rate
per annum as shall be in effect from time to time, which rate per annum shall at
all times equal:

               the highest of:

                                        4

<PAGE>

                           (i)   the rate of interest announced publicly by
               Citibank in New York, New York, from time to time, as Citibank's
               base rate;

                           (ii)  the sum (adjusted to the nearest 1/8 of 1% or,
               if there is no nearest 1/8 of 1%, to the next higher 1/8 of 1%)
               of (A) 1/2 of one percent per annum plus (B) the rate obtained by
               dividing (1) the latest three-week moving average of secondary
               market morning offering rates in the United States for
               three-month certificates of deposit of major United States money
               market banks, such three-week moving average (adjusted to the
               basis of a year of 360 days) being determined weekly on each
               Monday (or, if such day is not a Business Day, on the next
               succeeding Business Day) for the three-week period ending on the
               previous Friday by Citibank on the basis of such rates reported
               by certificate of deposit dealers to and published by the Federal
               Reserve Bank of New York or, if such publication shall be
               suspended or terminated, on the basis of quotations for such
               rates received by Citibank from three New York certificate of
               deposit dealers of recognized standing selected by Citibank, by
               (2) a percentage equal to 100% minus the average of the daily
               percentages specified during such three-week period by the
               Federal Reserve Board for determining the maximum reserve
               requirement (including, but not limited to, any emergency,
               supplemental or other marginal reserve requirement) for Citibank
               with respect to liabilities consisting of or including (among
               other liabilities) three-month U.S. Dollar non-personal time
               deposits in the United States, plus (C) the average during such
               three-week period of the annual assessment rates estimated by
               Citibank for determining the then current annual assessment
               payable by Citibank to the Federal Deposit Insurance Corporation
               (or any successor) for insuring U.S. Dollar deposits of Citibank
               in the United States; and

                           (iii) the sum of 1/2 of one percent per annum plus
               the Federal Funds Rate in effect from time to time.

               "Base Rate Loan" means a Loan that bears interest based on the
Base Rate.

               "Black Thunder Collateral Agent" means the collateral trustee
under the Black Thunder Collateral Documents.

               "Black Thunder Collateral Documents" means the collateral
agreements set forth on Schedule I hereto, as the same may be amended, restated,
supplemented, replaced or otherwise modified from time to time to the extent not
prohibited by the Loan Documents.

               "Black Thunder Facility" means the Amended and Restated Credit
Agreement dated as of June 27, 2002 among Dynegy Midwest Generation, Inc., as
borrower, Black Thunder Investors L.L.C., as DMG lender, Catlin Associates,
L.L.C., as senior subordinated note holder, and Wilmington Trust Company, as DMG
collateral agent together with the Operative Documents referred to therein, in
each case as the same may be amended, restated, supplemented, replaced or
otherwise modified from time to time to the extent not prohibited by the Loan
Documents.

                                        5

<PAGE>

               "Black Thunder Intercreditor Agreement" means the Intercreditor
Agreement dated as of the date hereof among Black Thunder Investors, L.L.C.,
Citicorp North America, Inc. in its capacity as Black Thunder Collateral Agent
and the Collateral Trustees, in substantially the form of Exhibit K hereto.

               "Book Running Managers" means each of Salomon Smith Barney, Inc.
and BAS, as book running managers.

               "Borrower" has the meaning specified in the recital of parties to
this Agreement.

               "Borrowing" means a Revolving Credit Borrowing, a Term A
Borrowing, a Term B Borrowing or a Reallocated Facility Borrowing, as the
context may require.

               "Business Day" means any day other than a Saturday, Sunday or
other day on which commercial banks are authorized to be closed generally under
the Laws of, or are in fact generally closed in, Houston, Texas or the city or
state where the Payment Agent's Office is located and, if such day relates to
any Eurodollar Rate Loan, means any day on which dealings in Dollar deposits are
generally conducted by and between banks in the London interbank eurodollar
market.

               "Business Segments" means (i) the Parent Guarantor's power
generation segment, (ii) the Parent Guarantor's natural gas liquids segment,
(iii) the Parent Guarantor's regulated energy delivery segment, (iv) the Parent
Guarantor's Customer Risk Management segment (in the case of (i) through (iv)
each as reported in the Public Disclosure for the fiscal year 2003) and (v) the
Parent Guarantor's other results divided between the communications business and
all other results.

               "Canadian Dollars" and "C$" each mean lawful money of Canada.

               "Capital Commitment" means any contractual commitment or
obligation under an equity contribution or other agreement the purpose of which
is for the Parent Guarantor or any of its Subsidiaries (other than the Excluded
Subsidiaries) to provide to another Person (other than a Loan Party) a portion
of the capital for such Person (all of which commitments and obligations are
pursuant to the agreements set forth on Schedule II) or for a Proportionately
Consolidated Interest.

               "Capital Expenditures" means, with respect to any Person for any
period, any expenditure required to be capitalized as a capitalized expenditure
in accordance with GAAP. For purposes of this definition, (a) the purchase price
of equipment or property that is (i) purchased substantially simultaneously with
the trade-in of existing equipment or property, (ii) exchanged in connection
with a swap of existing equipment or property or (iii) purchased or repaired
with insurance proceeds (promptly following receipt thereof on account of such
property or equipment being replaced or repaired) shall be included in Capital
Expenditures only to the extent of the gross amount by which such purchase price
exceeds the credit granted by the seller of such equipment or property for the
equipment or property being so repaired, traded in or exchanged or the amount of
such insurance proceeds plus the applicable portion of the annual aggregate
retention amount funded through the Parent Guarantor's captive insurance
arrangement, as the case may be, (b) any expenditure funded with warranty
proceeds, proceeds

                                        6

<PAGE>

from an indemnity claim, settlement payments or any other payments made to
compensate such Person for any damage, defect, delay or loss relating to the
expenditure being made shall not be included in Capital Expenditures to the
extent such expenditure does not exceed the applicable proceeds or payments, (c)
the aggregate amount of any Indebtedness assumed in connection with any
Investment made in respect of any such capital expenditure shall be included in
Capital Expenditures, (d) any capital expenditure made by Cedar Bayou
Fractionators, LP or Versado Gas Processors, L.L.C. in excess of the amount owed
as a result of the Parent Guarantor's direct or indirect ownership interest in
such entity shall be excluded from the calculation of Capital Expenditures to
the extent that any such excess is reimbursed by the owners of the Equity
Interests in such entities (other than the Parent Guarantor and its
Subsidiaries) through disproportionate distributions or otherwise; (e) any
capital expenditure related to a Turbine Cancellation Payment shall be excluded
from Capital Expenditures but only to the extent the aggregate amount of such
Capital Expenditures does not exceed $50 million; and (f) the payment of the
Purchase Amount (as defined in the Tilton Lease or the CoGen Lease, as
applicable) in respect of the Tilton Lease and the CoGen Lease, permitted by
Section 7.02(q) and (r), as applicable, shall be excluded from Capital
Expenditures but only to the extent the aggregate amount of such payments does
not exceed $81 million with respect to the Tilton Lease and $170 million with
respect to the CoGen Lease.

               "Capital Expenditure Carryback Amount" has the meaning
specified in Section 7.12.

               "Capital Expenditure Carryover Amount" has the meaning specified
in Section 7.12.

               "Cash Collateral Account" means a blocked deposit account at Bank
One, NA (or another commercial bank which has executed a control agreement in
accordance with the provisions of the Collateral Documents) in the name of the
Collateral Agent and under the sole dominion and control of the Collateral
Agent, and otherwise established in a manner satisfactory to the Collateral
Agent.

               "Cash Collateralize" means to pledge and deposit with or deliver
to the Collateral Agent, for the benefit of the L/C Issuer and the Revolving
Credit Lenders or the Reallocated Facility Lenders, as the case may be, as
collateral for the Revolving L/C Obligations or the Reallocated L/C Obligations,
as the case may be, cash or deposit account balances pursuant to documentation
in form and substance satisfactory to the Administrative Agents, the Collateral
Agent and the L/C Issuer. Derivatives of such term (including the term "Cash
Collateral") have corresponding meanings.

               "Cash Distributions" means, with respect to any Person for any
period, all dividends and other distributions on any of the outstanding Equity
Interests in such Person, all purchases, redemptions, retirements, defeasances
or other acquisitions of any of the outstanding Equity Interests in such Person
and all returns of capital to the stockholders, partners or members (or the
equivalent Persons) of such Person, in each case to the extent paid in cash or
Cash Equivalents by or on behalf of such Person during such period.

                                        7

<PAGE>

               "Cash Equivalents" means any of the following types of
Investments, to the extent owned by the Parent Guarantor or any of its
Subsidiaries (other than the Excluded Subsidiaries) free and clear of all Liens
(other than Liens created or permitted under the Loan Documents):

               (a) readily marketable obligations issued or directly and fully
         guaranteed or insured by the United States or any agency or
         instrumentality thereof having maturities of not more than 360 days
         from the date of determination; provided that the full faith and credit
         of the United States is pledged in support thereof;

               (b) time deposits with, or insured certificates of deposit or
         bankers' acceptances of, any commercial bank that (i) (A) is a Lender
         or (B) is organized under the laws of the United States, any state
         thereof or the District of Columbia or is the principal banking
         subsidiary of a bank holding company organized under the laws of the
         United States, any state thereof or the District of Columbia, and is a
         member of the Federal Reserve System, (ii) issues (or the parent of
         which issues) commercial paper rated as described in clause (d) of
         this definition and (iii) has combined capital and surplus of at least
         $1,000,000,000, in each case with maturities of not more than 180 days
         from the date of acquisition thereof;

               (c) Investments, classified in accordance with GAAP as current
         assets of the Parent Guarantor or any of its Subsidiaries (other than
         the Excluded Subsidiaries), in money market investment programs
         registered under the Investment Company Act of 1940, as amended, which
         are rated at least Aa by Moody's or AA- by S&P, which are administered
         by financial institutions and the portfolios of which are limited
         solely to Investments of the character, quality and maturity described
         in clauses (a) and (b) of this definition;

               (d) commercial paper in an aggregate amount of no more than U.S.
         $10,000,000 per issuer outstanding at any time, issued by any
         corporation (other than Parent Guarantor or a Subsidiary thereof)
         organized under the laws of any State of the United States and rated at
         least "Prime-1" (or the then equivalent grade) by Moody's and "A-1" (or
         the then equivalent grade) by S&P;

               (e) repurchase obligations of any Lender or its Affiliates with a
         term of not more than seven days for underlying securities of the types
         described in clauses (a) through (c) above;

               (f) demand deposits with commercial banks made in the ordinary
         course of business so long as such commercial bank has executed a
         control agreement in accordance with the provisions of the Collateral
         Documents;

               (g) with respect to non-wholly-owned Subsidiaries, (i) demand
         deposits with banks made in the ordinary course of business or (ii)
         cash equivalent Investments, in each case to the extent required under
         the Organizational Documents or operating agreements of such
         Subsidiary;

                                        8

<PAGE>

               (h) with respect to any Subsidiary that is required pursuant to
         the terms of its Organizational Documents or contractual obligations
         to hold cash or make cash equivalent Investments in Investments other
         than the types described in clauses (a) through (f) above, Investments
         that comply with the provisions of such Organizational Documents or
         contractual obligations; and

               (i) with respect to cash and short-term investments held by a
         Subsidiary in its capacity as operator pursuant to an operating
         agreement with another Person that is not a Subsidiary, Investments
         that comply with the terms of the applicable operating agreement.

               "CERCLA" means the Comprehensive Environmental Response,
Compensation and Liability Act of 1980, as amended.

               "CERCLIS" means the Comprehensive Environmental Response,
Compensation and Liability Information System maintained by the U.S.
Environmental Protection Agency.

               "CH Lease" means the facility leases contemplated by the
Participation Agreement dated as of May 1, 2001 among Dynegy Roseton, L.L.C.,
Roseton OL LLC, Wilmington Trust Company, as lessor manager, Roseton OP LLC, and
JPMorgan Chase Bank, as trustee and by the Participation Agreement dated as of
May 1, 2001 among Dynegy Danskammer, L.L.C., Danskammer OL LLC, Wilmington Trust
Company, as lessor manager, Danskammer OP LLC, and JPMorgan Chase Bank, as
trustee, in each case as amended, modified, or otherwise supplemented from time
to time.

               "Change of Control" means, an event or series of events by which:

               (a) any "person" or "group" (as such terms are used in Sections
         13(d) and 14(d) of the Securities Exchange Act of 1934, but excluding
         (i) any employee benefit plan of such person or its subsidiaries, and
         any person or entity acting in its capacity as trustee, agent or other
         fiduciary or administrator of any such plan and (ii) Chevron Texaco
         and its Affiliates) becomes the "beneficial owner" (as defined in
         Rules 13d-3 and 13d-5 under the Securities Exchange Act of 1934,
         except that a person or group shall be deemed to have "beneficial
         ownership" of all securities that such person or group has the right
         to acquire (such right, an "option right"), whether such right is
         exercisable immediately or only after the passage of time), directly
         or indirectly, of 35% or more of the equity securities of the Parent
         Guarantor entitled to vote for members of the board of directors or
         equivalent governing body of the Parent Guarantor on a fully-diluted
         basis (and taking into account all such securities that such person or
         group has the right to acquire pursuant to any option right); or

               (b) during any period of 24 consecutive months, individuals who
         on the first day of such 24-month period were Continuing Directors of
         the Parent Guarantor shall cease for any reason to constitute a
         majority of the board of directors of the Parent Guarantor; or

               (c) the Parent Guarantor shall cease to own (directly or
         indirectly) 100% of the Equity Interests of the Borrower.

                                        9

<PAGE>

               "Chevron Preferred Stock" means the 150,000 shares of Series B
Mandatorily Convertible Redeemable Preferred Stock of the Parent Guarantor, as
the same may be amended, modified, supplemented, replaced or exchanged from time
to time as permitted by the terms of this Agreement, including any and all
outstanding shares of capital stock in the Parent Guarantor issued in exchange
for, upon the conversion of or as a dividend on such shares.

               "Chevron Texaco" means ChevronTexaco Corporation, a Delaware
corporation.

               "Citibank" means Citibank, N.A. and its successors.

               "Claims" shall have the meaning specified in Section 11.05.

               "Closing Date" means the first date all the conditions precedent
in Section 4.01 are satisfied or waived in accordance with Section 4.01 (or, in
the case of Section 4.01(b), waived by the Person entitled to receive the
applicable payment).

               "Code" means the Internal Revenue Code of 1986, as amended from
time to time, and the Treasury Regulations promulgated thereunder.

               "CoGen Facility" means that certain Participation Agreement dated
August 7, 2000, among CoGen Lyondell, Inc. as the lessee, Dynegy Holdings Inc.,
as guarantor, Operating Lessor Limited Company, as the lessor, Four Winds
Funding Corp., as tranche A lender, tranche B lender and conduit, the
certificate holders and the liquidity banks party thereto, and Commerzbank AG,
New York Branch, as administrative agent and lease arranger, together with the
Operative Documents referred to therein.

               "CoGen Lease" means the Lease dated August 7, 2000 between CoGen
Lyondell, Incl. As Lessee and Operating Lessor Limited Company as Lessor.

               "Co-Lead Arrangers" means each of Salomon Smith Barney, Inc., BAS
and Bank One, as co-lead arrangers.

               "Collateral" means all of the "Collateral" defined in the
Collateral Documents.

               "Collateral Agent" has the meaning specified in the recital of
parties to this Agreement.

               "Collateral Documents" means, collectively, the Shared Security
Agreement, the Collateral Trust Agreement, the Mortgages, the Non-Shared
Security Agreement, each of the mortgages, collateral assignments, Shared
Security Agreement Supplements, Non-Shared Security Agreement Supplements, the
First Preferred Fleet Mortgage (as defined in the Shared Security Agreement),
security agreements, pledge agreements or other similar agreements delivered to
the Administrative Agents, the Collateral Agent and the Lenders pursuant to
Section 6.12, and each of the other agreements, instruments or documents that
creates or purports to create a Lien in favor of the Collateral Trustees, the
Collateral Agent or the Black Thunder Collateral Agent, as the case may be, for
the benefit of the applicable Secured Parties.

               "Collateral Trust Agreement" has the meaning specified in Section
4.01(a)(vi).

                                       10

<PAGE>

          "Collateral Trustees" means Wilmington Trust Company, a Delaware
banking corporation, not in its individual capacity but solely as corporate
trustee, together with any successor corporate trustee appointed pursuant to
Article VII of the Collateral Trust Agreement and John M. Beeson, Jr., an
individual resident in the State of Delaware, not in his individual capacity but
solely as individual trustee, together with any successor individual trustee
appointed pursuant to Article VII of the Collateral Trust Agreement.

          "Commitment" means a Term A Commitment, a Term B Commitment, a
Revolving Credit Commitment or a Reallocated Facility Commitment, as the context
may require.

          "Committed Loan Notice" means a notice of (a) a Term A Borrowing, (b)
a Term B Borrowing, (c) a Revolving Credit Borrowing, (d) a Reallocated Facility
Borrowing, (e) a conversion of Loans from one Type to the other, or (f) a
continuation of Eurodollar Rate Loans, pursuant to Section 2.02(a), which, if in
writing, shall be substantially in the form of Exhibit A.

          "Compensation Period" has the meaning specified in Section
2.12(c)(ii).

          "Compliance Certificate" means a certificate substantially in the form
of Exhibit C.

          "Consolidated Secured Indebtedness" means, as of any date of
determination and without duplication, for the Parent Group on a consolidated
basis, the sum of (a) the outstanding principal amount of (i) all obligations,
whether current or long-term, for borrowed money (including Obligations
hereunder) and (ii) all obligations evidenced by bonds, debentures, notes, loan
agreements or other similar instruments, (b) all direct payment obligations
arising under letters of credit (including standby and commercial), bankers'
acceptances, bank guaranties and similar instruments, (c) all accounts payable
to pay the deferred purchase price of property or services (other than (i)
accounts payable in the ordinary course of business and not past due for more
than 90 days after the date on which each such account payable was due until the
aggregate amount of such accounts payable exceeds $20 million and (ii) accounts
payable that are being contested in good faith (but only to the extent such
accounts payable are being so contested)) incurred after the date hereof, (e)
Attributable Indebtedness in respect of capital leases and other obligations of
the type described in clauses (a) and (b)(ii) of the definition of Off-Balance
Sheet Obligations, (f) all Guarantees with respect to outstanding Indebtedness
of the types specified in clauses (a) through (e) above of Persons other than
the Parent Guarantor or any Subsidiary of the Parent Guarantor (other than an
Excluded Subsidiary), and (g) all Indebtedness of the types referred to in
clauses (a) through (f) above of any partnership or joint venture (other than a
joint venture that is itself a corporation or a limited liability company) in
which the Parent Guarantor or a Subsidiary of the Parent Guarantor (other than
(1) an Excluded Subsidiary or (2) a Subsidiary of the Parent Guarantor (a
"Special Sub") that owns only its interests in such partnership or joint venture
(and such partnership or joint venture is not itself a Loan Party)) is a general
partner, managing member or joint venturer, except to the extent such
Indebtedness is non-recourse to the Parent Guarantor or such Subsidiary (other
than through a Lien on such Subsidiary's interest in such partnership or joint
venture (a "JV Lien")), in each case that is outstanding on such date to the
extent it is secured by a Lien on any property of any member of the Parent Group
(other than a JV Lien and a Lien on the Equity Interests of a Special Sub) at

                                       11

<PAGE>

such time; provided, however, that in no event shall "Consolidated Secured
Indebtedness" include (i) any Excluded Obligation, (ii) any obligations with
respect to Equity Interests (whether or not recorded as a liability under GAAP),
(iii) any contingent reimbursement obligation arising under a Letter of Credit
to the extent such reimbursement obligation has been Cash Collateralized, (iv)
any completion guaranties or similar guaranties that a project perform as
planned, (v) Indebtedness among or between the Parent Guarantor and/or any of
its Subsidiaries, (vi) any items relating to Discontinued Business Operations,
(vii) amounts owing under Permitted Contracts or Netting Agreements and (viii)
any loans from an insurance company or insurance premium finance company solely
for the purpose of financing all or any portion of the premium on any insurance
policy maintained by the Parent Guarantor or its Subsidiaries, but only to the
extent such loans are consistent with past practice.

          "Continuing Directors" means (i) members of the board of directors of
the Parent Guarantor on the Closing Date and (ii) other persons nominated or
elected to the board of directors of the Parent Guarantor with the approval of a
majority of the directors who were members of the board of directors at the time
of such election or nomination.

          "Contractual Obligation" means, as to any Person, any provision of any
security issued by such Person or of any agreement to which such Person is a
party or by which it or any of its property is bound, in each case the breach of
which or default under would reasonably be expected to have a Material Adverse
Effect.

          "Control" has the meaning specified in the definition of "Affiliate."

          "Core Subsidiary" means any Subsidiary of a Loan Party other than
Excluded Subsidiaries, Dormant Subsidiaries and Discontinued Foreign
Subsidiaries.

          "Credit Extension" means each of the following: (a) a Borrowing and
(b) an L/C Credit Extension.

          "Debtor Relief Laws" means the Bankruptcy Code of the United States,
and all other liquidation, conservatorship, bankruptcy, assignment for the
benefit of creditors, moratorium, rearrangement, receivership, insolvency,
reorganization, or similar debtor relief Laws of the United States or other
applicable jurisdictions from time to time in effect and affecting the rights of
creditors generally.

          "Default" means any event or condition that constitutes an Event of
Default or that, with the giving of any notice, the passage of time, or both,
would become an Event of Default.

          "Default Rate" means an interest rate equal to (a) the Base Rate plus
(b) the Applicable Rate, applicable to Base Rate Loans plus (c) 2.0% per annum;
provided, however, that with respect to a Eurodollar Rate Loan, the Default Rate
shall be an interest rate equal to the interest rate (including any Applicable
Rate) otherwise applicable to such Loan plus 2.0% per annum, in each case to the
fullest extent permitted by applicable Laws.

          "Defaulting Lender" means any Lender that (a) has failed to fund any
portion of the Term A Loans, the Term B Loans, Revolving Credit Loans, the
Reallocated Facility Loans or

                                       12

<PAGE>

participations in L/C Obligations required to be funded by it hereunder within
one Business Day of the date required to be funded by it hereunder, (b) has
otherwise failed to pay over to any Agent or any other Lender any other amount
required to be paid by it hereunder within one Business Day of the date when
due, unless the subject of a good faith dispute, or (c) has been deemed
insolvent or become the subject of a bankruptcy, liquidation or insolvency
proceeding.

          "DHI 5-Year Revolver" has the meaning specified in the Preliminary
Statements.

          "DHI 364-Day Revolver" has the meaning specified in the Preliminary
Statements.

          "DHI Existing Revolvers" has the meaning specified in the Preliminary
Statements.

          "Disclosed Litigation" has the meaning set forth in Section 5.06.

          "Discontinued Business Operations" means, with respect to the Parent
Group, the results of operations and any charges, fees, penalties, costs or
impairments associated with (i) lines of business or assets that were wound
down, discontinued or Disposed of, or were under contract to be Disposed of, by
the Parent Guarantor or any of its Subsidiaries on or prior to the Closing Date,
including those associated with Dynegy Global Liquids, Inc., Northern Natural
Gas Company, NNGC Holding Company, Inc., MCTJ Holding Co. LLC, Dynegy Onshore
Processing UK Limited, Dynegy Storage Limited, Dynegy Offshore UK Limited,
Dynegy Canada Gas Marketing Ltd., the Hackberry LNG Facility, and Dynegy Global
Communications, Inc. and their respective Subsidiaries, (ii) lines of business
or assets that are being wound down, discontinued or Disposed of in connection
with Third Party Risk Management or those associated with Dynegy Global
Communications and its respective Subsidiaries or (iii) any Tolling Agreement,
including the termination, Disposal or restructuring thereof.

          "Discontinued Foreign Subsidiaries" has the meaning set forth in
Section 5.13(d).

          "Disposition" or "Dispose" means the sale, transfer or other
disposition (including any sale and leaseback transaction) of any property by
any Person, including any sale, assignment, transfer or other disposal, with or
without recourse, of any notes or accounts receivable or any rights and claims
associated therewith; provided that in no event shall a "Disposition" be deemed
to include (i) the incurrence, creation or suffering to exist of any Lien or
(ii) the execution or performance of any offset agreement, Netting Agreement or
any other agreement intended to assure performance of an obligation of such
Person.

          "Dollar" and "$" mean lawful money of the United States.

          "Dollar Equivalent" means on any day (a) with respect to any amount
denominated in Dollars, such amount and (b) with respect to any amount
denominated in an Alternative Currency, the amount of Dollars into which such
amount may be converted at the spot rate at which Dollars are offered to the
Payment Agent in New York, New York for the Alternative Currency in which such
amount is denominated at approximately 11:00 a.m. (New

                                       13

<PAGE>

York time) on such day or if such day is not a Business Day, on the immediately
preceding Business Day.

          "Dormant Subsidiaries" has the meaning set forth in Section 5.13(c).

          "Draw Amount" means, with respect to any Letter of Credit, the amount
necessary to settle the obligations of the L/C Issuer under any draft or demand
made under such Letter of Credit.

          "Early Maturity DHI Bonds" has the meaning set forth in Section
7.03(b)(iii).

          "EBITDA" means, at any date of determination, without duplication for
the Parent Group on a consolidated basis, in accordance with GAAP, and for the
applicable Measurement Period: (a) revenues, less (b) the sum of (i) cost of
sales, (ii) operations and maintenance expense, (iii) general and administrative
expenses, (iv) minority interest and (v) other expense, plus (c) the sum of (i)
income (or losses) from unconsolidated investments, (ii) income (or losses) from
discontinued operations and (iii) other income; provided that the calculation of
EBITDA shall specifically exclude: (1) any results of operations relating to any
Discontinued Business Operations, (2) any amounts paid, incurred or reserved in
connection with any of the Disclosed Litigation (including settlement payments,
payment of any judgment, or expenditures made to comply with any settlement, or
order judgment, excluding any costs and expenses of outside legal counsel to the
Parent Group, in each case associated with such Disclosed Litigation), (3)
interest income on cash and marketable securities, (4) interest expense, (5)
gains (or losses) on the disposition of assets or lines of business not in the
ordinary course of business, (6) gains (or losses) on the repurchase or
extinguishment of debt or preferred stock, (7) interest on preferred dividends
and/or any dividends that are paid or that accrue, accumulate or are deemed to
accrue or accumulate on preferred stock (including the Chevron Preferred Stock
and the Trust Preferred Securities), (8) income tax expense, (9) cumulative
effects of changes in accounting principles, (10) any impairment, abandonment,
restructuring or non-cash expense, (11) expenses related to stock options
granted to employees or directors or pension plans, (12) extraordinary and
non-recurring gains (or losses), (13) the impact of any impairment, abandonment,
restructuring or other non-recurring and non-cash expense, or any item
identified in clauses (1), (2), (5), (6), (7), (9), (10), (11) or (12) above
also recognized by any unconsolidated investment and (14) any Turbine
Cancellation Payment but only to the extent the aggregate amount of such Turbine
Cancellation Payment does not exceed $50 million.

          "Eligible Assignee" has the meaning specified in Section 11.07(g).

          "Environmental Action" means any action, suit, demand, demand letter,
claim, notice of noncompliance or violation, notice of liability or potential
liability, investigation, proceeding, consent order or consent agreement, by or
with any Person, relating in any way to any Environmental Law, Environmental
Permit or Hazardous Material, or arising from actual or alleged injury or threat
of injury to the environment or public health.

          "Environmental Law" means any Federal, state, local or foreign
statute, law, ordinance, rule, regulation, code, order, writ, judgment,
injunction, decree or judicial or agency interpretation, or enforceable policy
or guidance relating to pollution or protection of the

                                       14

<PAGE>

environment, health or safety as such relates to exposure to Hazardous
Materials, or natural resource damages, including, without limitation, those
relating to the use, handling, transportation, treatment, storage, disposal,
actual or alleged release or discharge of Hazardous Materials.

          "Environmental Liability" means any liability, contingent or otherwise
(including any liability for damages, costs of environmental remediation, fines,
attorney's fees, penalties or indemnities), of the Parent Guarantor, any other
Loan Party or any of their respective Subsidiaries directly or indirectly
resulting from or based upon (a) a violation of any Environmental Law or
Environmental Permit, (b) the generation, use, handling, transportation,
storage, treatment or disposal of any Hazardous Materials, (c) exposure to any
Hazardous Materials, (d) the release or threatened release of any Hazardous
Materials into the environment or (e) any contract, agreement or other
consensual arrangement pursuant to which liability is assumed or imposed with
respect to any of the foregoing.

          "Environmental Permit" means any permit, approval, identification
number, license or other authorization required under any Environmental Law.

          "Equity Interests" means, with respect to any Person, without
duplication, all of the shares of capital stock of (or other ownership or profit
interests in) such Person, all of the warrants, options or other rights for the
purchase or acquisition from such Person of shares of capital stock of (or other
ownership or profit interests in) such Person, all of the securities convertible
into or exchangeable for shares of capital stock of (or other ownership or
profit interests in) such Person or warrants, rights or options for the purchase
or acquisition from such Person of such shares (or such other interests), and
all of the other ownership or profit interests in such Person (including,
without limitation, partnership, member or trust interests therein), whether
voting or nonvoting, and whether or not such shares, warrants, options, rights
or other interests are outstanding on any date of determination.

          "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended from time to time, and the regulations promulgated and rulings issued
thereunder.

          "ERISA Affiliate" means any trade or business (whether or not
incorporated) that is a member of the controlled group of any Loan Party or
under common control with any Loan Party within the meaning of Section 414(b) or
(c) of the Code (and Sections 414(m) and (o) of the Code for purposes of
provisions relating to Section 412 of the Code).

          "ERISA Event" means (a) a Reportable Event with respect to a Pension
Plan; (b) the application for a minimum funding waiver with respect to a Pension
Plan; (c) a withdrawal by any Loan Party or any ERISA Affiliate from a Pension
Plan subject to Section 4063 of ERISA during a plan year in which it was a
substantial employer (as defined in Section 4001(a)(2) of ERISA) or a cessation
of operations that is treated as such a withdrawal under Section 4062(e) of
ERISA; (d) a complete or partial withdrawal by any Loan Party or any ERISA
Affiliate from a Multiemployer Plan or notification received by any Loan Party
or any ERISA Affiliate that a Multiemployer Plan is in reorganization; (e) the
filing of a notice of intent to terminate, the treatment of a plan amendment as
a termination under Sections 4041 or 4041A of ERISA, or the commencement of
proceedings by the PBGC to terminate a Pension Plan or

                                       15

<PAGE>

Multiemployer Plan; (f) an event or condition which constitutes grounds under
Section 4042 of ERISA for the termination of, or the appointment of a trustee to
administer, any Pension Plan or Multiemployer Plan; or (g) the imposition of any
liability under Title IV of ERISA, other than for PBGC premiums due but not
delinquent under Section 4007 of ERISA, upon any Loan Party or any ERISA
Affiliate.

          "Euro" means the euro referred to in Council Regulation (EC) No.
1103/97 dated June 17, 1997 passed by the council of the European Union, or, if
different, the then lawful currency of the member states of the European Union
that participate in the third stage of economic and monetary union.

          "Eurodollar Rate" means for any Interest Period with respect to any
Eurodollar Rate Loan:

          (a) the rate per annum equal to the rate determined by the Payment
     Agent to be the offered rate that appears on the page of the Telerate
     screen (or any successor thereto) that displays an average British Bankers
     Association Interest Settlement Rate for deposits in Dollars (for delivery
     on the first day of such Interest Period) with a term equivalent to such
     Interest Period, determined as of approximately 11:00 a.m. (London time)
     two Business Days prior to the first day of such Interest Period, or

          (b) if the rate referenced in the preceding clause (a) does not appear
     on such page or service or such page or service shall not be available, the
     rate per annum equal to the rate determined by the Payment Agent to be the
     offered rate on such other page or other service that displays an average
     British Bankers Association Interest Settlement Rate for deposits in
     Dollars (for delivery on the first day of such Interest Period) with a term
     equivalent to such Interest Period, determined as of approximately 11:00
     a.m. (London time) two Business Days prior to the first day of such
     Interest Period, or

          (c) if the rates referenced in the preceding clauses (a) and (b) are
     not available, the rate per annum determined by the Payment Agent as the
     rate of interest at which deposits in Dollars for delivery on the first day
     of such Interest Period in same day funds in the approximate amount of the
     Eurodollar Rate Loan being made, continued or converted by Citibank and
     with a term equivalent to such Interest Period would be offered by
     Citibank's London Branch to major banks in the London interbank eurodollar
     market at their request at approximately 4:00 p.m. (London time) two
     Business Days prior to the first day of such Interest Period.

          "Eurodollar Rate Loan" means a Loan that bears interest at a rate
based on the Eurodollar Rate.

          "Event of Default" has the meaning specified in Section 8.01.

          "Exchanged Debt" has the meaning specified in Section 7.03(b)(iii).

          "Excluded Obligations" means (a) all obligations under the CH Lease
and the Tilton Lease, (b) all obligations under the Tolling Agreements, and (c)
any other obligations existing as of the Closing Date to the extent such other
obligations (i) were not included on the

                                       16

<PAGE>

balance sheet of the Parent Guarantor as indebtedness at the time such other
obligation was entered into and (ii) were subsequently recharacterized for
accounting purposes as indebtedness.

          "Excluded Subsidiaries" means Illinois Power Company, Dynegy Global
Communications Inc. and their respective Subsidiaries.

          "Existing Letters of Credit" means the letters of credit listed on
Schedule 2.03.

          "Extraordinary Receipts" means the excess, if any, of (i) any cash
received by or paid to or for the account of any Person (other than any receipts
or payments in an amount less than $2,500,000), not in the ordinary course of
business and not disclosed in Schedule 2.05, including, without limitation, tax
refunds, pension plan reversions, payments received in respect of litigation
settlements, but excluding condemnation awards (and payments in lieu thereof)
over (ii) the out-of-pocket expenses incurred by such Person in connection with
such receipt; provided that (a) any such cash received by any Subsidiary of the
Parent Guarantor that is not a Loan Party shall only be included in
Extraordinary Receipts to the extent it is received by the Parent Guarantor or
any Loan Party as a dividend, distribution or other advance without violating
any legal or contractual requirement and (b) in no event shall Extraordinary
Receipts include (i) cash receipts generated from the operation of business in
the ordinary course, (ii) amounts received pursuant to a transaction permitted
by Section 7.05, (iii) items included or shown as a reserve in the consolidated
balance sheet of the Parent Guarantor and its consolidated Subsidiaries for the
fiscal year ended December 31, 2002 (to the extent so included or shown), (iv)
any cash received in connection with the Discontinued Business Operations, (v)
amounts received as reimbursement of costs and expenses and (vi) any amounts
received as compensation for items which, had such item been received directly,
would not have been considered an Extraordinary Receipt.

          "Facility" means the Term A Facility, the Term B Facility, the
Revolving Credit Facility, the Reallocated Facility, the Revolving Letter of
Credit Sublimit or the Reallocated Letter of Credit Sublimit, as the context may
require.

          "Federal Funds Rate" means, for any day, the 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 by the Federal Reserve Bank on the Business Day next
succeeding such day; provided that (a) if such day is not a Business Day, the
Federal Funds Rate for such day shall be such rate on such transactions on the
next preceding Business Day as so published on the next succeeding Business Day,
and (b) if no such rate is so published on such next succeeding Business Day,
the Federal Funds Rate for such day shall be the average rate (rounded upward,
if necessary, to a whole multiple of 1/100 of 1%) charged to Citibank on such
day on such transactions as determined by the Payment Agent.

          "Fee Letter" means the letter agreement, dated February 11, 2003,
among the Borrower, the Parent Guarantor, Dynegy Global Communications Inc.,
Citibank, Salomon Smith Barney Inc., BAS and Bank One.

          "Foreign Lender" has the meaning specified in Section 11.15(a)(i).

                                       17

<PAGE>

          "FRB" means the Board of Governors of the Federal Reserve System of
the United States.

          "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;
provided that a Fund that otherwise complies with the requirements set forth in
the definition of "Eligible Assignee" shall only be an "Eligible Assignee" in
respect of the Revolving Credit Facility or the Reallocated Facility if it is
(or will be) engaged in making commercial loans in the ordinary course of its
business.

          "GAAP" means generally accepted accounting principles in the United
States from time to time.

          "Governmental Authority" means any nation or government, any state or
other political subdivision thereof, any agency, authority, instrumentality,
regulatory body, court, administrative tribunal, central bank or other entity
exercising executive, legislative, judicial, taxing, regulatory or
administrative powers or functions of or pertaining to government.

          "Granting Lender" has the meaning specified in Section 11.07(h).

          "Guarantee" means, as to any Person (a) any obligation, contingent or
otherwise, of such Person guaranteeing or having the economic effect of
guaranteeing any Indebtedness or other obligation of any other Person (the
"primary obligor") in any manner, whether directly or indirectly, and including
any obligation of such Person, direct or indirect, (i) to purchase or pay (or
advance or supply funds for the purchase or payment of) such Indebtedness or
other obligation, (ii) to purchase or lease property, securities or services for
the purpose of assuring the obligee in respect of such Indebtedness or other
obligation of the payment of such Indebtedness or other obligation, (iii) to
maintain working capital, equity capital or any other financial statement
condition or liquidity or level of income or cash flow of the primary obligor so
as to enable the primary obligor to pay such Indebtedness or other obligation,
or (iv) entered into for the purpose of assuring in any other manner the obligee
in respect of such Indebtedness or other obligation of the payment thereof or to
protect such obligee against loss in respect thereof (in whole or in part), or
(b) any Lien on any assets of such Person securing any Indebtedness or other
obligation of any other Person, whether or not such Indebtedness or other
obligation is assumed by such Person (or any right, contingent or otherwise, of
any holder of such Indebtedness to obtain any such Lien); provided that the term
"Guarantee" shall not include endorsements for collection or deposit in the
ordinary course of business or, for the avoidance of doubt, obligations of such
Person to provide capital under a Capital Commitment. The amount of any
Guarantee shall be deemed to be an amount equal to the stated or determinable
amount of the related primary obligation, or portion thereof, in respect of
which such Guarantee is made or, if not stated or determinable, the maximum
reasonably anticipated liability in respect thereof as determined by the
guaranteeing Person in good faith. The term "Guarantee" as a verb has a
corresponding meaning.

          "Guaranteed Obligations" has the meaning specified in Section 10.01.

                                       18

<PAGE>

          "Guarantors" means, collectively, the Parent Guarantor and the
Subsidiary Guarantors.

          "Guaranty" means, collectively, the Guaranty made by the Guarantors in
favor of the Administrative Agents on behalf of the Lenders as set forth in
Article X herein together with each Guaranty Supplement delivered pursuant to
Section 6.12.

          "Guaranty Supplement" has the meaning specified in Section 10.05.

          "Hazardous Materials" means all explosive substances or wastes,
radioactive substances or wastes that exceed any health-based radiation
standards provided in any Environmental Law, and any other substances or wastes
that are designated, classified or regulated as hazardous or toxic or as a
pollutant or contaminant under any Environmental Law, including, without
limitation, asbestos or asbestos-containing materials, polychlorinated
biphenyls, radon gas, infectious or medical wastes, and any petroleum or
petroleum distillates that, with respect to any such petroleum or petroleum
distillates, (a) are actually or allegedly handled, generated, used, stored,
disposed, transported or treated in violation of or in noncompliance with any
Environmental Law, (b) have been, or are threatened to be, released, spilled,
discharged or emitted into the environment in violation of or in noncompliance
with any Environmental Law or (c) are the subject matter of any Environmental
Action.

          "Honor Date" means the date of any payment by the L/C Issuer under a
Revolving Letter of Credit or a Reallocated Letter of Credit, as applicable.

          "ICC" has the meaning specified in Section 2.03(h).

          "Illinova" means Illinova Corporation, an Illinois corporation.

          "Illinova Bonds" means the Senior Notes issued by Illinova under that
certain indenture dated as of February 1, 1997 between Illinova and the First
National Bank of Chicago, as trustee in an aggregate amount of $100,000,000 with
an interest rate of 7 1/8% due February 1, 2004.

          "Immaterial Subsidiary" means any Subsidiary of the Parent Guarantor
listed on Schedule V and any other Loan Party that is identified by the Borrower
in a certificate delivered to the Payment Agent (and the Payment Agent shall
promptly furnish such certificate to the Lender Parties) so long as (and the
Responsible Officer of the Borrower executing the certificate shall certify to
the effect that) on the date of such certificate, the aggregate fair value of
the assets held by all of the Immaterial Subsidiaries that are designated as
such at the time (including the Loan Party identified in such certificate) shall
not exceed $50,000,000.

          "Indebtedness" means, as to any Person at a particular time, without
duplication, all of the following, whether or not included as indebtedness or
liabilities in accordance with GAAP:

          (a) all obligations of such Person for borrowed money and all
     obligations of such Person evidenced by bonds, debentures, notes, loan
     agreements or other similar instruments;

                                       19

<PAGE>

          (b) all direct or contingent obligations of such Person to reimburse
     any letter of credit issuer or other Person in respect of amounts paid
     under letters of credit (including standby and commercial), bankers'
     acceptances, bank guaranties, surety bonds and similar instruments;

          (c) all accounts payable of such Person to pay the deferred purchase
     price of property or services (other than (i) accounts payable in the
     ordinary course of business and not past due for more than 90 days after
     the date on which each such account payable was due until the aggregate
     amount of such accounts payable exceeds $20,000,000 and (ii) accounts
     payable that are being contested in good faith (but only to the extent such
     accounts payable are being so contested));

          (d) capital leases and Off-Balance Sheet Obligations;

          (e) all obligations of such Person to purchase, redeem, retire,
     defease or otherwise make any payment in cash (whether dividends, interest
     or otherwise) prior to the Maturity Date set forth in clause (b) of the
     definition thereof in respect of any Equity Interests in such Person or any
     other Person (other than the Proportionately Consolidated Interests) or any
     warrants, rights or options to acquire such Equity Interests, valued, in
     the case of redeemable preferred interests, at the greater of its voluntary
     or involuntary liquidation preference plus accrued and unpaid dividends;
     and

          (f) all Guarantees of such Person in respect of any of the foregoing.

          For all purposes hereof, the Indebtedness of any Person shall (i)
include the Indebtedness described in clauses (a) through (f) above of any
partnership or joint venture (other than a joint venture that is itself a
corporation or limited liability company) in which such Person is a general
partner or a joint venturer, except to the extent such Indebtedness is
non-recourse to such Person (other than through a JV Lien or on Equity Interests
of Special Sub) or the only assets of such person are its interests in such
partnership or joint venture, and such partnership or joint venture itself is
not a Loan Party), (ii) exclude any Excluded Obligation and (iii) exclude any
loans from an insurance company or an insurance premium finance company to
finance all or any portion of the premium on any insurance policy maintained by
the Parent Guarantor or any of its Subsidiaries, but only to the extent
consistent with past practice. The amount of any capital lease or an obligation
of the type described in clauses (a) and (b)(ii) of the definition of
Off-Balance Sheet Obligations as of any date shall be deemed to be the amount of
Attributable Indebtedness in respect thereof as of such date.

          "Indemnified Liabilities" has the meaning specified in Section 9.07.

          "Indemnitees" has the meaning set forth in Section 11.05.

          "Indenture Lien Basket" means, at any time, an amount equal to 15% of
Net Tangible Assets (as defined in, and calculated in accordance with the
provisions of, each of the Indentures); provided that, in connection with any
determination under the Indentures as to whether any particular indebtedness is
secured indebtedness for the purpose of ascertaining compliance with Section
1006(b) of the 1995 Indenture or Section 10.06(b) of the 1996 Indenture, each
such determination will be made solely by interpreting the provisions of the

                                       20

<PAGE>

Indentures without taking into account in any manner whatsoever the foregoing
definition of "Indenture Lien Basket".

          "Indentures" means (i) the Indenture dated as of December 11, 1995
between the Borrower and Bank One (successor to The First National Bank of
Chicago), as trustee (as amended, supplemented or otherwise modified from time
to time) and (ii) the Indenture dated as of September 26, 1996 between the
Borrower and Bank One (successor to The First National Bank of Chicago), as
trustee (as amended, supplemented or otherwise modified from time to time).

          "Information Memorandum" means the information memorandum dated
February 12, 2003 used by the Co-Lead Arrangers in connection with the
syndication of the Commitments.

          "Initial Subsidiary Guarantors" has the meaning specified in the
recital of parties to this Agreement.

          "Interest Payment Date" means, (a) as to any Loan other than a Base
Rate Loan, the last day of each Interest Period applicable to such Loan and the
Maturity Date of the Facility under which such Loan was made; provided, however,
that if any Interest Period for a Eurodollar Rate Loan exceeds one month, the
respective dates that fall every month after the beginning of such Interest
Period shall also be Interest Payment Dates; and (b) as to any Base Rate Loan,
the last Business Day of each calendar month and the Maturity Date of the
Facility under which such Loan was made.

          "Interest Period" means, as to each Eurodollar Rate Loan, the period
commencing on the date such Eurodollar Rate Loan is disbursed or converted to or
continued as a Eurodollar Rate Loan and ending on the date one, two, three or
six months thereafter, as selected by the Borrower in its Committed Loan Notice;
provided that:

          (i)   any Interest Period that would otherwise end on a day that is
     not a Business Day shall be extended to the next succeeding Business Day
     unless such Business Day falls in another calendar month, in which case
     such Interest Period shall end on the next preceding Business Day;

          (ii)  any Interest Period that begins on the last Business Day of a
     calendar month (or on a day for which there is no numerically corresponding
     day in the calendar month at the end of such Interest Period) shall end on
     the last Business Day of the calendar month at the end of such Interest
     Period; and

          (iii) no Interest Period shall extend beyond the Maturity Date of the
     Facility under which such Loan was made.

          "Investment" means, as to any Person, any direct or indirect
acquisition or investment by such Person, whether by means of (a) the purchase
or other acquisition of capital stock or other securities of another Person, (b)
a loan, advance or capital contribution to, or purchase or other acquisition of
any other debt or equity participation or interest in, another Person, including
any partnership or joint venture interest in such other Person or (c) the

                                       21

<PAGE>

purchase or other acquisition (in one transaction or a series of transactions)
of assets of another Person that constitute a business unit or all or a
substantial part of the business of, such Person (other than any such purchase
or other acquisition of assets that duly constitutes a Capital Expenditure which
is permitted pursuant to Section 7.12 or for Permitted Contracts purchased from
such Person in the ordinary course). For purposes of covenant compliance, the
amount of any Investment shall be the amount actually invested, without
adjustment for subsequent increases or decreases in the value of such
Investment. For purposes of clarification, no Swap Contract, Permitted Contract
or Netting Agreement shall be deemed to be an Investment.

          "IP Rights" has the meaning set forth in Section 5.16.

          "IRS" means the United States Internal Revenue Service.

          "JV Lien" has the meaning set forth in the definition of Consolidated
Secured Indebtedness.

          "Late Maturity DHI Bonds" has the meaning set forth in Section
7.03(b)(iii).

          "Laws" means, collectively, all applicable international, foreign,
Federal, state and local statutes, treaties, rules, regulations, ordinances,
codes and administrative or judicial precedents or authorities, including the
interpretation or administration thereof by any Governmental Authority charged
with the enforcement, interpretation or administration thereof, and all
applicable administrative orders, directed duties, licenses, authorizations and
permits of, and agreements with, any Governmental Authority (other than any such
agreements which are entered into in respect of a commercial transaction).

          "L/C Issuer" means Bank One in its capacity as issuer of Letters of
Credit hereunder, any successor issuer of Letters of Credit hereunder or any
other Revolving Credit Lender or Reallocated Facility Lender that agrees, upon
the request of the Borrower, to issue a Letter of Credit hereunder on the terms
and conditions set forth herein.

          "L/C Credit Extension" means a Revolving L/C Credit Extension and a
Reallocated L/C Credit Extension.

          "L/C Obligations" means, as at any date of determination, the
Revolving L/C Obligations and the Reallocated L/C Obligations.

          "Lender" has the meaning specified in the introductory paragraph
hereto and, as the context requires, includes the L/C Issuer.

          "Lenders' Portion" of the Net Cash Proceeds from any Disposition of
any property or assets that results in a mandatory prepayment under Section
2.05(b) means (i) in the case of any Disposition of property or assets that do
not constitute Collateral owned by the Borrower or any of its Subsidiaries, 100%
of such Net Cash Proceeds, (ii) in the case of any Disposition of property or
assets that constitute Collateral owned by the Borrower or any of its
Subsidiaries prior to the Maturity Date in respect of the Term A Facility, the
Revolving Credit Facility and the Reallocated Credit Facility, a fraction the
numerator of which is equal to the Aggregate Senior Credit Exposure at such time
and the denominator of which is equal to the sum

                                       22

<PAGE>

of (x) the Aggregate Senior Credit Exposure at such time, plus (y) the aggregate
principal (or similar) amount outstanding at such time under the CoGen Facility
and the Riverside Facility, plus (z) the Alpha Facility Amount at such time,
(iii) after the Maturity Date in respect of the Term A Facility, the Revolving
Credit Facility and the Reallocated Credit Facility but prior to the time on
which the Alpha Facility, the CoGen Facility and the Riverside Facility have
been paid in full, 0% and (iv) in any other case, 100% of such Net Cash
Proceeds. For purposes of calculating the amount set forth in clause (ii) above,
the Payment Agent shall request the agent under the Alpha Facility to deliver to
the Payment Agent a detailed calculation of the aggregate amount of the
obligations that are similar in nature to principal amounts thereunder and the
Payment Agent shall provide copies of the same to each of the Lenders promptly
following receipt thereof.

          "Lending Office" means, as to any Lender, the office or offices of
such Lender described as such in such Lender's Administrative Questionnaire, or
such other office or offices as a Lender may from time to time notify the
Borrower, the Payment Agent and the Administrative Agents.

          "Letter of Credit Application" means a request or application for the
issuance or amendment of a Revolving Letter of Credit or Reallocated Letter of
Credit, as the case may be, in such form as may from time to time be
satisfactory to the L/C Issuer and signed by, or otherwise authenticated
(pursuant to a computer system utilizing the internet, any other electronic
system or any other means satisfactory to the L/C Issuer) in a manner
satisfactory to the L/C Issuer as having been transmitted by, a Responsible
Officer of the Borrower, including, without limitation, any such request or
application transmitted to the L/C Issuer by facsimile, e-mail, a computerized
system utilizing the internet or any other electronic means satisfactory to the
L/C Issuer; provided, however, that, contemporaneously with any such
transmission to the L/C Issuer, the Payment Agent receives substantially the
same information as is included in the request or application delivered to the
L/C Issuer by such means (including, without limitation, facsimile, e-mail, a
computerized system utilizing the internet or any other electronic means
satisfactory to the Payment Agent) as may be from time to time be satisfactory
to the Payment Agent.

          "Letter of Credit Expiration Date" means the day that is seven days
prior to the Maturity Date then in effect for the Revolving Credit Facility and
the Reallocated Facility (or, if such day is not a Business Day, the next
preceding Business Day).

          "Letters of Credit" means the Revolving Letters of Credit and the
Reallocated Letters of Credit.

          "Lien" means, with respect to any asset, any mortgage, lien, pledge,
charge, security interest or encumbrance of any kind, or any other type of
preferential arrangement that, in each case, has the practical effect of
creating a security interest, in respect of such asset; provided that in no
event shall Lien include (i) set-off or netting rights granted by the Parent
Guarantor or any of its Subsidiaries pursuant to a Permitted Contract, a Swap
Contract or a Netting Agreement solely in respect of amounts owing under such
agreements or (ii) obligations with respect to the acquisition or Disposition of
interests in Proportionally Consolidated Interests, provided that in the case of
this clause (ii) such Liens (a) result solely from variances

                                       23

<PAGE>

from prior periods in the volumes of natural gas processed or the volumes of
natural gas liquids produced pursuant to the applicable construction or
operation agreement and (b) in an aggregate amount not to exceed $20 million in
the aggregate, constitute a Lien. For the purposes of this Agreement, the Parent
Guarantor or any of its Subsidiaries shall be deemed to own, subject to a Lien,
any asset which it has acquired or holds subject to the interest of a vendor or
lessor under any conditional sale agreement, capital lease or other title
retention agreement relating to such asset.

          "Liquidity" means, at any date of determination, cash and Cash
Equivalents (of the type described in clauses (a) through (f) of the definition
of Cash Equivalents) held by the Parent Group (other than the Immaterial
Subsidiaries) (free and clear of all Liens other than Liens created under the
Collateral Documents) plus the unused portion of the Revolving Credit Facility
plus the unused portion of the Reallocated Facility (in the case of the unused
portion of the Revolving Credit Facility or the Reallocated Facility, only to
the extent that after giving effect to a Borrowing thereunder, the Loan Parties
would be in compliance with the provisions of Section 7.11(a) on a pro forma
basis).

          "Loan" means an extension of credit by a Lender to the Borrower under
Article II in the form of a Term A Loan, a Term B Loan, a Revolving Credit Loan
or a Reallocated Facility Loan.

          "Loan Documents" means, collectively, (i) this Agreement, (ii) the
Notes, (iii) the Collateral Documents, (iv) the Fee Letter and (v) each Letter
of Credit Application.

          "Loan Parties" means, collectively, the Borrower and each Guarantor.

          "Master Agreement" has the meaning set forth in the definition of
"Swap Contract".

          "Master Subordinated Note" means the master subordinated note in
substantially the form of Exhibit J hereto.

          "Material Adverse Effect" means (a) a material adverse change in, or a
material adverse effect upon, the operations, business, properties, liabilities
(actual or contingent), condition (financial or otherwise) or prospects of the
Parent Guarantor and its Subsidiaries (other than the Excluded Subsidiaries)
taken as a whole; (b) a material adverse change in the rights and remedies of
any Agent or any Lender under the Loan Documents, taken as a whole, or of the
ability of the Loan Parties to perform their obligations under the Loan
Documents, taken as a whole; or (c) a material adverse change in the legality,
validity, binding effect or enforceability against the Loan Parties, taken as a
whole, of the Loan Documents, taken as a whole.

          "Material Contract" means, with respect to any Person, each contract
specified on Schedule III hereto.

          "Material Subsidiary" means any Subsidiary of the Parent Guarantor
(other than an Excluded Subsidiary) that, on any date of determination, holds
(directly or indirectly) assets (other than any intercompany debt owed by the
Parent Guarantor or any of its Subsidiaries) with a fair market value of at
least $50 million.

                                       24

<PAGE>

          "Maturity Date" means (a) with respect to the Term A Facility, the
Revolving Credit Facility and the Reallocated Facility, the earlier of (i)
February 15, 2005 and (ii) the date of termination in whole of the Term A
Commitments, the Revolving Credit Commitments, the Reallocated Facility
Commitments, the Revolving Letter of Credit Sublimit and the Reallocated Letter
of Credit Sublimit pursuant to Section 2.06 or 8.02 and (b) with respect to the
Term B Facility or for any other purpose (other than as set forth in clause
(a)), the earlier of (i) December 15, 2005 and (ii) the date of termination in
whole of the Commitments pursuant to Section 2.06 or 8.02; provided, that in the
event the Revolving Credit Loans, Term A Loans and Reallocated Loans have either
been (x) repaid or refinanced in full and the Commitments hereunder with respect
thereto have been reduced to zero, or (y) extended and renewed beyond the date
set forth in clause (a)(i) above while any Term B Loans remain outstanding, then
the Maturity Date for the Term B Facility shall be the earlier of June 30, 2005
and the date set forth in clause (b)(ii) above.

          "Maximum Rate" has the meaning specified in Section 11.10.

          "Measurement Period" means, at any date of determination, the most
recently completed four consecutive fiscal quarters of the Parent Guarantor
ending on or prior to such date or, in the case of any calculation done as of
the end of the third fiscal quarter of 2003, the most recently completed three
consecutive fiscal quarters of the Parent Guarantor ending on or prior to such
date; provided that, for the purposes of determining EBITDA for the calculation
of a financial covenant for the fiscal quarter ended September 30, 2003, such
amount for the Measurement Period then ended shall equal EBITDA for the three
fiscal quarters then ended multiplied by 4/3.

          "Moody's" means Moody's Investors Service, Inc. and any successor
thereto that is a nationally recognized rating agency.

          "Mortgages" means the Pre-Closing Mortgages, the Post-Closing
Mortgages and each deed of trust, trust deed, mortgage, leasehold mortgage and
leasehold deed of trust, in substantially the form of Exhibit F hereto delivered
by a Non-Shared Grantor or a Shared Grantor that is a Mortgagor pursuant to
Section 6.12, in each case as amended.

          "Mortgage Policies" means fully paid American Land Title Association
Lender's Extended Coverage title insurance policies or, in the case of
properties located in the State of Texas, fully paid Mortgage Policies of Title
Insurance in the form prescribed by the Texas Board of Insurance.

          "Mortgagor" means those Subsidiaries of the Parent Guarantor listed on
Schedule VI, or any Subsidiary of the Parent Guarantor that executes and
delivers a Mortgage pursuant to Section 6.12.

          "Multiemployer Plan" means any employee benefit plan of the type
described in Section 4001(a)(3) of ERISA, to which any Loan Party or any ERISA
Affiliate makes or is obligated to make contributions, or during the preceding
five plan years, has made or been obligated to make contributions.

          "Net Cash Proceeds" means:

                                       25

<PAGE>

          (a) with respect to any Disposition by the Parent Guarantor or any of
     its Subsidiaries, the Parent Percentage of the excess, if any, of (i) the
     sum of cash and Cash Equivalents received in connection with such
     Disposition (including any cash or Cash Equivalents received by way of
     deferred payment pursuant to, or by monetization of, a note receivable or
     otherwise, but only as and when so received) over (ii) the sum of (A) the
     principal amount of any Indebtedness that is secured by such asset and that
     is required to be repaid in connection with the Disposition thereof (other
     than Indebtedness under the Loan Documents), (B) the out-of-pocket costs,
     fees, commissions, premiums and expenses incurred by the Parent Guarantor
     or its Subsidiaries in connection with such Disposition, (C) federal,
     state, provincial, foreign and local taxes reasonably estimated (on a
     consolidated basis) to be actually payable within the current or the
     immediately succeeding tax year as a result of any gain recognized in
     connection therewith and (D) a reasonable reserve (which reserve shall be
     deposited into an escrow account with the Payment Agent) for any purchase
     price adjustment or any indemnification payments (fixed and contingent)
     attributable to seller's obligations to the purchaser undertaken by the
     Parent Guarantor or any of its Subsidiaries in connection with such
     Disposition (but excluding any indemnity, which by its terms will not,
     under any circumstances, be made prior to the Maturity Date in respect of
     the Term B Facility); provided that with respect to any Disposition by any
     Subsidiary that is not a Loan Party, the proceeds from such Disposition
     shall only be included in Net Cash Proceeds to the extent that they are
     received by any Loan Party as a dividend, distribution or other advance
     without violating any legal restriction or Payment Restriction;

          (b) with respect to receipt of any cash insurance (exclusive of
     business interruption insurance) and condemnation proceeds received in
     respect of any asset by the Parent Guarantor or any of its Subsidiaries,
     the excess, if any, of (i) the aggregate amount of such proceeds received
     over (ii) the sum of (A) the amount applied by the Parent Guarantor and its
     Subsidiaries to replace, repair or rebuild such asset, so long as such
     application is commenced within 180 days after the receipt of such
     proceeds, (B) the out-of-pocket costs, fees, commissions, premiums and
     expenses incurred by the Parent Guarantor or its Subsidiaries in connection
     with the receipt of such proceeds and (C) federal, state, provincial,
     foreign and local taxes reasonably estimated (on a consolidated basis) to
     be actually paid as a result of the receipt of such proceeds; provided that
     any such proceeds received by any Subsidiary shall only be included in Net
     Cash Proceeds to the extent that they are received by any Loan Party as a
     dividend, distribution or other advance without violating any legal or
     contractual requirement;

          (c) with respect to the sale of any capital stock or other Equity
     Interest by the Parent Guarantor or any of its Subsidiaries, the excess of
     (i) the sum of the cash and Cash Equivalents received in connection with
     such sale over (ii) the underwriting discounts and commissions, and other
     out-of-pocket costs, fees, commissions, premiums and expenses, incurred by
     the issuer in connection with such sale; provided that any such cash and
     Cash Equivalents received by any Subsidiary shall only be included in Net
     Cash Proceeds to the extent that they are received by any Loan Party as a
     dividend, distribution or other advance without violating any legal or
     contractual requirement; provided that Net Cash Proceeds shall not include
     any funds received in connection with the exercise of

                                       26

<PAGE>

     stock options granted to employees or directors of the Parent Guarantor or
     any of its Subsidiaries; and

          (d) with respect to the incurrence or issuance of Indebtedness by the
     Parent Guarantor or any of its Subsidiaries, the excess of (i) the sum of
     the cash and Cash Equivalents received in connection with such incurrence
     or issuance over (ii) the underwriting discounts and commissions, and other
     out-of-pocket costs, fees, commissions, premiums and expenses, incurred by
     the Parent Guarantor or such Subsidiary in connection with such incurrence
     or issuance; provided that any such cash and Cash Equivalents received by
     any Subsidiary shall only be included in Net Cash Proceeds to the extent
     that they are received by any Loan Party as a dividend, distribution or
     other advance without violating any legal or contractual requirement.

          "Netting Agreement" means a netting agreement, master netting
agreement or other similar document having the same effect as a netting
agreement or master netting agreement and, as applicable, any collateral annex,
security agreement, or other similar document related to any master netting
agreement (in each case entered into in the ordinary course of business) or any
Permitted Contract.

          "1995 Indenture" means the Indenture referred to in clause (i) of the
definition of "Indentures".

          "1996 Indenture" means the Indenture referred to in clause (ii) of the
definition of "Indentures".

          "Nonrenewal Notice Date" means for any Revolving Letter of Credit or
Reallocated Letter of Credit, a day to be agreed upon at the time such Revolving
Letter of Credit or Reallocated Letter of Credit is issued before which the L/C
Issuer may prevent the renewal of such Revolving Letter of Credit or Reallocated
Letter of Credit.

          "Non-Shared Grantors" has the meaning specified in Section
4.01(a)(iii).

          "Non-Shared Mortgages" means each deed of trust, trust deed, mortgage,
leasehold mortgage and leasehold deed of trust, in substantially the forms of
Exhibit F-1 and Exhibit F-2 delivered by a Non-Shared Grantor that is a
Mortgagor pursuant to Section 6.12, in each case as amended.

          "Non-Shared Secured Obligations" means (i) all obligations of the Loan
Parties now or hereafter existing under the Loan Documents and (ii) all ACH
Obligations of the Loan Parties now or hereafter existing.

          "Non-Shared Secured Parties" means the Agents, the L/C Issuer, the
Lenders and all Lenders to which ACH Obligations are owed.

          "Non-Shared Security Agreement" has the meaning specified in Section
4.01(a)(iii).

                                       27

<PAGE>

          "Non-Shared Security Agreement Supplement" has the meaning specified
in Section 20(b) of the Non-Shared Security Agreement.

          "Note" means a Term A Note, a Term B Note, a Revolving Credit Note or
a Reallocated Facility Note, as the context may require.

          "NPL" means the National Priorities List under CERCLA.

          "Obligations" means all advances to, and debts, liabilities,
obligations, covenants and duties of, any Loan Party arising under any Loan
Document or otherwise with respect to any Loan or Letter of Credit, whether
direct or indirect (including those acquired by assumption), absolute or
contingent, due or to become due, now existing or hereafter arising and
including interest and fees that accrue after the commencement by or against any
Loan Party or any Affiliate thereof of any proceeding under any Debtor Relief
Law naming such Person as the debtor in such proceeding, regardless of whether
such interest and fees are allowed claims in such proceeding. Without limiting
the generality of the foregoing, the Obligations of the Loan Parties under the
Loan Documents include (a) the obligation to pay principal, interest, Letter of
Credit commissions, charges, expenses, fees, attorneys' fees and disbursements,
indemnities and other amounts payable by any Loan Party under any Loan Document
and (b) the obligation of any Loan Party to reimburse any amount in respect of
any of the foregoing that any Lender, in its sole discretion, may elect to pay
or advance on behalf of such Loan Party.

          "Off-Balance Sheet Obligations" means, as to any Person at a
particular time, without duplication of any clause within this definition or
within the definition of "Indebtedness", all (a) obligations of such Person
under any lease which is treated as an operating lease for financial accounting
purposes and a financing lease for tax purposes (i.e., a "synthetic lease"); (b)
(i) obligations of such Person under the CH Lease, (ii) other similar leveraged
lease arrangements receiving similar accounting and tax treatment to the CH
Lease (i.e., a "leveraged lease") and (iii) transactions entered into by such
Person, the proceeds from which would be reflected on the financial statements
of such Person in accordance with GAAP as cash flows from financings at the time
such transaction was entered into (other than as a result of the issuance of
Equity Interests); (c) the net cash payment obligations of such Person with
respect to any forward sale contract for a commodity with respect to which the
Borrower or any of its Subsidiaries has received a prepayment by a counterparty
thereto; provided that in no event shall "Off-Balance Sheet Obligations" include
forward sales contracts that are entered into in the ordinary course of the
Parent Guarantor or any of its Subsidiary's trading, power generation or natural
gas liquids businesses and not intended to function primarily as a borrowing of
funds; and (d) other transactions entered into by such Person that are not
otherwise addressed in the definition of Indebtedness or Off-Balance Sheet
Obligations that are intended to function primarily as a borrowing of funds
(including, without limitation, any minority interest transactions that function
primarily as a borrowing); provided, however, that in no event shall
"Off-Balance Sheet Obligations" include (i) any completion or performance
guaranties (or similar guaranties that a project or a Subsidiary perform as
planned) or (ii) any lease entered into in the ordinary course of such Person's
business that is not intended primarily as a borrowing of funds, including
leases of office equipment, office space, vehicles, barges, tugs, railcars, or
copy machines or equipment normally leased in the operation of the business of
the Parent Guarantor

                                       28

<PAGE>

or its Subsidiaries (or any extension, renewals, or similar replacement of any
of the foregoing items (i) through (ii).

          "Organizational Documents" means, (a) with respect to any corporation,
the certificate or articles of incorporation and the bylaws (or equivalent or
comparable constitutive documents with respect to any non-U.S. jurisdiction);
(b) with respect to any limited liability company, the certificate or articles
of formation or organization and operating agreement; and (c) with respect to
any partnership, joint venture, trust or other form of business entity, the
partnership, joint venture or other applicable agreement of formation or
organization and any agreement, instrument, filing or notice with respect
thereto filed in connection with its formation or organization with the
applicable Governmental Authority in the jurisdiction of its formation or
organization and, if applicable, any certificate or articles of formation or
organization of such entity.

          "Other Taxes" has the meaning specified in Section 3.01(b).

          "Outstanding Amount" means (i) with respect to Term Loans, Revolving
Credit Loans and Reallocated Facility Loans on any date, the aggregate
outstanding principal amount thereof after giving effect to any borrowings and
prepayments or repayments of Term Loans, Revolving Credit Loans and Reallocated
Facility Loans, as the case may be, occurring on such date; and (ii) with
respect to any L/C Obligations on any date, the amount of such L/C Obligations
on such date after giving effect to any L/C Credit Extension occurring on such
date and any other changes in the aggregate amount of the L/C Obligations as of
such date, including as a result of any reimbursements of outstanding unpaid
drawings under any Letters of Credit or any reductions in the maximum amount
available for drawing under Letters of Credit taking effect on such date.

          "Parent Group" means the Parent Guarantor and all of its Subsidiaries
other than the Excluded Subsidiaries.

          "Parent Guarantor" has the meaning specified in the recital of parties
to this Agreement.

          "Parent Information" has the meaning specified in Section 11.08.

          "Parent Percentage" means, as to any Subsidiary, the greatest
percentage of any dividend or other distribution made by such Subsidiary that
could be paid, directly or indirectly, to the Parent Guarantor in respect of its
direct or indirect ownership interest in the Equity Interests in such
Subsidiary.

          "Participant" has the meaning specified in Section 11.07(d).

          "Payment Agent" means Citibank in its capacity as payment agent under
any of the Loan Documents, or any successor payment agent.

          "Payment Agent's Office" means the Payment Agent's address and, as
appropriate, account as set forth on Schedule 11.02, or such other address or
account as the Payment Agent may from time to time notify the Borrower, the
other Agents and the Lenders.

                                       29

<PAGE>

          "Payment Basket" means at any time $300 million less the aggregate
amount expended by the Parent Guarantor and its Subsidiaries at or prior to such
time in accordance with the provisions of Section 7.06(c) less the aggregate
amount expended by the Parent Guarantor and its Subsidiaries at or prior to such
time in accordance with the provisions of Section 7.15(iii) less the aggregate
amount expended by the Parent Guarantor and its Subsidiaries at or prior to such
time in accordance with the provisions of Section 7.15(iv).

          "Payment Restriction" means any provision in any agreement limiting
the ability of any of the Parent Guarantor's Subsidiaries to declare or pay
dividends or other distributions in respect of its Equity Interests or repay or
prepay any Indebtedness owed to, make loans or advances to, or otherwise
transfer assets to or invest in, the Parent Guarantor or any Subsidiary of the
Borrower (whether through a covenant restricting dividends, loans, asset
transfers or investments, a financial covenant or otherwise).

          "PBGC" means the Pension Benefit Guaranty Corporation.

          "Pension Plan" means any "employee pension benefit plan" (as such term
is defined in Section 3(2) of ERISA), other than a Multiemployer Plan, that is
subject to Title IV of ERISA and is sponsored or maintained by any Loan Party or
any ERISA Affiliate or to which any Loan Party or any ERISA Affiliate
contributes or has an obligation to contribute, or in the case of a multiple
employer or other plan described in Section 4064(a) of ERISA, has made
contributions at any time during the immediately preceding five plan years.

          "Permitted Contract" has the meaning set forth in Section 7.01(o).

          "Permitted Encumbrances" has the meaning specified in the Mortgages.

          "Permitted Liens" has the meaning set forth in Section 7.01.

          "Person" means any natural person, corporation, limited liability
company, trust, joint venture, association, company, partnership, Governmental
Authority or other entity.

          "Plan" means any "employee benefit plan" (as such term is defined in
Section 3(3) of ERISA) established by any Loan Party or, with respect to any
such plan that is subject to Section 412 of the Code or Title IV of ERISA, any
ERISA Affiliate.

          "Pledged Account Banks" has the meaning specified in Section 6(a) of
the Non-Shared Security Agreement and in Section 6(a) of the Shared Security
Agreement.

          "Pledged Debt" has the meaning specified in the definition of the term
"Security Collateral" contained in the Non-Shared Security Agreement and in the
definition of the term "Security Collateral" contained in the Shared Security
Agreement.

          "Pledged Equity" has the meaning specified in Section 1(c) of the
Non-Shared Security Agreement and in Section 1(c) of the Shared Security
Agreement.

                                       30

<PAGE>

                  "Pledging Subsidiary" means all Subsidiaries of the Parent
Guarantor other than (i) those listed on Schedule VII and (ii) any Subsidiary
that is a controlled foreign corporation within the meaning of Section 957 of
the Code.

                  "Polaris Facility" has the meaning specified in the
Preliminary Statements.

                  "Polaris Guaranty" has the meaning specified in the
Preliminary Statements.

                  "Post-Closing Mortgages" has the meaning specified in Section
6.18.

                  "Post-Petition Interest" has the meaning specified in Section
10.06(b).

                  "Pounds Sterling" and "(Pounds)" each mean lawful money of the
United Kingdom.

                  "Pre-Closing Mortgages" has the meaning specified in Section
4.01(a)(iv).

                  "Principal Property" means (i) "Principal Property" (as
defined in the Indentures), (ii) any shares of stock or other equity interests
in a "Principal Subsidiary" (as defined in the Indentures) and (iii)
indebtedness of any "Principal Subsidiary" owing to the Borrower or any of its
Subsidiaries.

                  "Principal Property Secured Term Indebtedness" means at any
time the sum of (i) the aggregate principal (or similar) amount outstanding at
such time under the Term A Facility, the Term B Facility, the Alpha Facility,
the CoGen Facility and the Riverside Facility plus (ii) the aggregate principal
amount outstanding at such time (if any) under the Reallocated Facility.

                  "Proportionately Consolidated Interest" means undivided
ownership interests in plants and gathering systems that are (i) co-owned with
others pursuant to the agreements listed in Schedule VIII and (ii) are
consolidated on a proportional basis in the Parent Guarantor's financial
information.

                  "Pro Rata Share" means, with respect to each Lender and with
respect to any Facility at any time, a fraction (expressed as a percentage,
carried out to the ninth decimal place), the numerator of which is the amount of
the Commitment of such Lender (or, in the case of the Revolving L/C Sublimit and
the Reallocated L/C Sublimit, the amount of such Lender's obligation to
participate therein) under such Facility at such time and the denominator of
which is the amount of the Aggregate Commitments (or, in the case of the
Revolving L/C Sublimit and the Reallocated L/C Sublimit, the aggregate amount of
the Lenders' obligations to participate therein) under such Facility at such
time; provided that if the commitment of each Lender to make Loans and the
obligation of the L/C Issuer to make Revolving L/C Credit Extensions and
Reallocated L/C Credit Extensions have been terminated pursuant to Section 8.02,
then the Pro Rata Share of each Lender shall be determined based on the Pro Rata
Share of such Lender immediately prior to such termination and after giving
effect to any subsequent assignments made pursuant to the terms hereof. The
initial Pro Rata Share of each Lender for each Facility is set forth opposite
the name of such Lender on Schedule 2.01 or in the Assignment and Assumption
pursuant to which such Lender becomes a party hereto, as applicable.

                                       31

<PAGE>

                  "Public Disclosure" means (i) the Parent Guarantor's and the
Borrower's most recent annual report, Form 10-K for the most recently completed
fiscal year as amended, each quarterly report on Form 10-Q or any current
reports on Form 8-K (or similar reports filed on successor forms) filed since
the initial filing date of such Form 10-K, in each case filed at least 10 days
prior to the Closing Date and (ii) the items set forth on Schedule X.

                  "PUHCA" has the meaning specified in Section 5.14(c).

                  "Real Property" means the real property owned, leased, used,
operated or occupied by any of the Loan Parties or any of their Subsidiaries
(other than Excluded Subsidiaries) on the date hereof.

                  "Reallocated Availability Period" means the period from and
including the first Reallocation Event to the earliest of (i) the Maturity Date
for the Reallocated Facility, (ii) the date of termination of the Reallocated
Facility Commitments pursuant to Section 2.06, and (iii) the date of termination
of the commitment of each Reallocated Facility Lender to make Reallocated
Facility Loans and of the L/C Issuer to make Reallocated L/C Credit Extensions
pursuant to Section 8.02.

                  "Reallocated Facility" means, at any time, the aggregate
amount of the Reallocated Facility Lenders' Reallocated Facility Commitments at
such time.

                  "Reallocated Facility Borrowing" means a borrowing consisting
of simultaneous Reallocated Facility Loans of the same Type and, in the case of
Eurodollar Rate Loans, having the same Interest Period made by each of the
Reallocated Facility Lenders pursuant to Section 2.01(d).

                  "Reallocated Facility Commitment" means, as to each
Reallocated Facility Lender, its obligation to (a) make Reallocated Facility
Loans to the Borrower pursuant to Section 2.01(d) and (b) purchase
participations in Reallocated L/C Obligations, in an aggregate principal amount
at any one time outstanding not to exceed the amount set forth opposite such
Lender's name on Schedule 2.01 under the caption "Reallocated Facility
Commitment" or in the Assignment and Assumption pursuant to which such Lender
becomes a party hereto, as applicable, as such amount may be adjusted from time
to time in accordance with this Agreement.

                  "Reallocated Facility Lender" means, at any time, any Lender
that has a Reallocated Facility Commitment at such time.

                  "Reallocated Facility Loan" has the meaning specified in
Section 2.01(d).

                  "Reallocated Facility Note" means a promissory note of the
Borrower payable to the order of any Reallocated Facility Lender, in
substantially the form of Exhibit B-4 hereto, evidencing the aggregate
indebtedness of the Borrower to such Reallocated Facility Lender resulting from
the Reallocated Facility Loans made by such Reallocated Facility Lender.

                                       32

<PAGE>

                  "Reallocated L/C Advance" means, with respect to each
Reallocated Facility Lender, such Lender's funding of its participation in any
Reallocated L/C Borrowing in accordance with its Pro Rata Share.

                  "Reallocated L/C Borrowing" means an extension of credit
resulting from a drawing under any Reallocated Letter of Credit which has not
been reimbursed on the date when made or refinanced as a Reallocated Facility
Borrowing.

                  "Reallocated L/C Credit Extension" means, with respect to any
Reallocated Letter of Credit, the issuance thereof or extension of the expiry
date thereof, or the renewal or increase of the amount thereof.

                  "Reallocated L/C Obligations" means, as at any date of
determination, the aggregate undrawn amount of all outstanding Reallocated
Letters of Credit plus the aggregate of all Unreimbursed Reallocated Amounts.

                  "Reallocated L/C Sublimit" means, at any time, the aggregate
amount of the Reallocated Facility Commitments of the Reallocated Facility
Lenders.

                  "Reallocated Letter of Credit" means any letter of credit
issued under the Reallocated Facility. A Reallocated Letter of Credit may be a
commercial letter of credit or a standby letter of credit.

                  "Reallocation Amount" in respect of any Reallocation Event
means the amount, as determined by the Administrative Agents acting in good
faith, equal to the lowest of (i) the amount necessary to cause the aggregate
principal amount of the Principal Property Secured Term Indebtedness to equal
$900 million, (ii) the amount necessary to cause the aggregate Reallocated
Facility Commitments of the Reallocated Lenders to equal $200 million and (iii)
the maximum additional amount of Indebtedness permitted to be secured by the
Principal Property under the Indenture Lien Basket.

                  "Reallocation Event" means the occurrence of any event (as
determined by the Administrative Agents acting in good faith) that results in
the aggregate principal amount outstanding at such time of the Principal
Property Secured Term Indebtedness being less than $900 million.

                  "Reallocation Reduction Amount" has the meaning set forth in
Section 2.05(b)(x).

                  "Register" has the meaning set forth in Section 11.07(c).

                  "Renaissance" has the meaning set forth in Section
7.03(b)(vii).

                  "Reportable Event" means any of the events set forth in
Section 4043(c) of ERISA, other than events for which the 30 day notice period
has been waived.

                  "Request for Credit Extension" means (a) with respect to a
Borrowing, conversion or continuation of Term A Loans, Term B Loans, Revolving
Credit Loans or

                                       33

<PAGE>

Reallocated Facility Loans, a Committed Loan Notice, and (b) with respect to a
Revolving L/C Credit Extension or Reallocated L/C Credit Extension, a Letter of
Credit Application.

                  "Required Lenders" means, as of any date of determination,
Lenders having more than 50% of the sum of the (a) Total Outstandings (with the
aggregate amount of each Lender's risk participation and funded participation in
L/C Obligations being deemed "held" by such Lender for purposes of this
definition), (b) aggregate unused Term A Commitments, (c) aggregate unused Term
B Commitments, (d) aggregate unused Revolving Credit Commitments and (e)
aggregate unused Reallocated Facility Commitments; provided that the unused Term
A Commitment, the unused Term B Commitment, unused Revolving Credit Commitment
and unused Reallocated Facility Commitment of, and the portion of the Total
Outstandings held or deemed held by, any Defaulting Lender shall be excluded for
purposes of making a determination of Required Lenders.

                  "Required Reallocated Lenders" means, as of any date of
determination, Lenders having more than 50% of the sum of the (a) aggregate
Outstanding Amount of all Reallocated Facility Loans and all Reallocated L/C
Obligations (with the aggregate amount of each Reallocated Facility Lender's
risk participation and funded participation in Reallocated L/C Obligations being
deemed "held" by such Lender for purposes of this definition) and (b) aggregate
unused Reallocated Facility Commitments; provided that the unused Reallocated
Facility Commitment of, and the portion of the Outstanding Amount of all
Reallocated Facility Loans and all Reallocated L/C Obligations held by or deemed
held by any Defaulting Lender shall be excluded for purposes of making
determination of Required Reallocated Lenders.

                  "Required Revolving Credit Lenders" means, as of any date of
determination, Lenders having more than 50% of the sum of the (a) aggregate
Outstanding Amount of all Revolving Credit Loans and all Revolving L/C
Obligations (with the aggregate amount of each Revolving Credit Lender's risk
participation and funded participation in Revolving L/C Obligations being deemed
"held" by such Lender for purposes of this definition) and (b) aggregate unused
Revolving Credit Commitments; provided that the unused Revolving Credit
Commitment of, and the portion of the Outstanding Amount of all Revolving Credit
Loans and all Revolving L/C Obligations held or deemed held by, any Defaulting
Lender shall be excluded for purposes of making a determination of Required
Revolving Credit Lenders.

                  "Required Section 8.01 Lenders" means (i) as of any date of
determination prior to the later of (x) the Maturity Date set forth in clause
(a) of the definition thereof and (y) the date on which all Obligations of the
Loan Parties in respect of the Revolving Credit Facility, the Term A Facility
and the Reallocated Facility have been paid in full in cash, Lenders having more
than 50% of the sum of the (a) aggregate Outstanding Amount of all Revolving
Credit Loans, Term A Loans and Reallocated Facility Loans and all L/C
Obligations (with the aggregate amount of each Lender's risk participation and
funded participation in L/C Obligations being deemed "held" by such Lender for
purposes of this definition), (b) aggregate unused Term A Commitments, (c)
aggregate unused Revolving Credit Commitments and (d) aggregate unused
Reallocated Facility Commitments; (provided that the unused Term A Commitment,
the unused Revolving Credit Commitment and unused Reallocated Facility
Commitment of, and the portion of the Outstanding Amount of all Revolving Credit
Loans, Term A Loans and Reallocated Facility Loans and all L/C Obligations held
or deemed held by, any Defaulting Lender shall be

                                       34

<PAGE>

excluded for purposes of making a determination of Required Section 8.01
Lenders) and (ii) as of any date of determination when clause (i) does not
apply, Lenders having more than 50% of the sum of the (a) aggregate Outstanding
Amount of all Term B Loans and (b) aggregate unused Term B Commitments (provided
that the unused Term B Commitment of, and the portion of the Outstanding Amount
of all Term B Loans held by, any Defaulting Lender shall be excluded for
purposes of making a determination of Required Section 8.01 Lenders).

                  "Required Term B Lenders" has the meaning specified in the
Non-Shared Security Agreement.

                  "Responsible Officer" means the chief executive officer,
president, chief financial officer, treasurer, assistant treasurer, controller,
senior vice president or any vice president of finance of a Loan Party. Any
document delivered hereunder that is signed by a Responsible Officer of a Loan
Party shall be conclusively presumed to have been authorized by all necessary
corporate, partnership and/or other action on the part of such Loan Party and
such Responsible Officer shall be conclusively presumed to have acted on behalf
of such Loan Party.

                  "Restricted Asset" means an asset that is subject (or the
owner of which is subject) to a legal or contractual restriction that prevents
the owner from subjecting such asset to a Collateral Document.

                  "Restricted Payment" means any dividend or other distribution
(whether in cash, securities or other property) with respect to any capital
stock or other Equity Interest of the Parent Guarantor or any Subsidiary, or any
payment (whether in cash, securities or other property), including any sinking
fund or similar deposit, on account of the purchase, redemption, retirement,
defeasance, acquisition, cancellation or termination of any such capital stock
or other Equity Interest, or on account of any return of capital to the Parent
Guarantor's stockholders, partners or members (or the equivalent Persons
thereof). For clarification, no payment or transfer to a Loan Party (other than
the Parent Guarantor) shall be a Restricted Payment.

                  "Revolving Availability Period" means the period from and
including the Closing Date to the earliest of (i) the Maturity Date for the
Revolving Credit Facility, (ii) the date of termination of the Revolving Credit
Commitments pursuant to Section 2.06, and (iii) the date of termination of the
commitment of each Revolving Credit Lender to make Revolving Credit Loans and of
the obligation of the L/C Issuer to make Revolving L/C Credit Extensions
pursuant to Section 8.02.

                  "Revolving Credit Borrowing" means a borrowing consisting of
simultaneous Revolving Credit Loans of the same Type and, in the case of
Eurodollar Rate Loans, having the same Interest Period made by each of the
Revolving Credit Lenders pursuant to Section 2.01(c).

                  "Revolving Credit Commitment" means, as to each Revolving
Credit Lender, its obligation to (a) make Revolving Credit Loans to the Borrower
pursuant to Section 2.01(c) and (b) purchase participations in Revolving L/C
Obligations in an aggregate principal amount at any one time outstanding not to
exceed the amount set forth opposite such Lender's name on Schedule 2.01 under
the caption "Revolving Credit Commitment" or in the Assignment and

                                       35

<PAGE>

Assumption pursuant to which such Lender becomes a party hereto, as applicable,
as such amount may be adjusted from time to time in accordance with this
Agreement.

                  "Revolving Credit Facility" means, at any time, the aggregate
amount of the Revolving Credit Lenders' Revolving Credit Commitments at such
time.

                  "Revolving Credit Lender" means, at any time, any Lender that
has a Revolving Credit Commitment at such time.

                  "Revolving Credit Loan" has the meaning specified in Section
2.01(c).

                  "Revolving Credit Note" means a promissory note of the
Borrower payable to the order of any Revolving Credit Lender, in substantially
the form of Exhibit B-3 hereto, evidencing the aggregate indebtedness of the
Borrower to such Revolving Credit Lender resulting from the Revolving Credit
Loans made by such Revolving Credit Lender.

                  "Revolving L/C Advance" means, with respect to each Revolving
Credit Lender, such Lender's funding of its participation in any Revolving L/C
Borrowing in accordance with its Pro Rata Share.

                  "Revolving L/C Borrowing" means an extension of credit
resulting from a drawing under any Revolving Letter of Credit which has not been
reimbursed on the date when made or refinanced as a Revolving Credit Borrowing.

                  "Revolving L/C Credit Extension" means, with respect to any
Revolving Letter of Credit, the issuance thereof or extension of the expiry date
thereof, or the renewal or increase of the amount thereof.

                  "Revolving L/C Obligations" means, as at any date of
determination, the aggregate undrawn amount of all outstanding Revolving Letters
of Credit plus the aggregate of all Unreimbursed Revolving Amounts, including
all Revolving L/C Borrowings.

                  "Revolving L/C Sublimit" means, at any time, the aggregate
amount of the Revolving Credit Commitments of the Revolving Credit Lenders.

                  "Revolving Letter of Credit" means (i) any Existing Letter of
Credit and (ii) any other letter of credit issued under the Revolving Credit
Facility after the date hereof. A Revolving Letter of Credit may be a commercial
letter of credit or a standby letter of credit.

                  "Revolving Reduction Amount" has the meaning set forth in
Section 2.05(b)(ix).

                  "Riverside Facility" means that certain Participation
Agreement, dated March 10, 2000, among Riverside Generating Company, L.L.C., as
the lessee and construction agent, Dynegy Holdings Inc., as guarantor, Lawrence
County Riverside Trust 2000, as the lessor, Atlantic Asset Securitization Corp.,
as tranche A lender, the Liquidity Purchasers, the tranche B lenders and the
certificate holder party thereto, Commerzbank AG, New York and Grand Cayman
Branches, as syndication agent, Credit Agricole Indosuez, as documentation
agent, and Canadian Imperial Bank of Commerce, Bayerische Landesbank
Girozentrale and KBC Bank

                                       36

<PAGE>

N.V., as co-agents, and Credit Lyonnais New York Branch, as administrative agent
and lead arranger and the Operative Documents referred to therein.

                  "Rolling Hills" has the meaning specified in Section
7.03(b)(vii).

                  "Rolling Hills Facility" has the meaning specified in Section
7.03(b)(vii).

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

                  "SEC" means the Securities and Exchange Commission, or any
Governmental Authority succeeding to any of its principal functions.

                  "Section 7.01 Counterparty" has the meaning specified in
Section 7.01(p).

                  "Secured Debt/EBITDA Ratio" means, at any date of
determination, the ratio of Consolidated Secured Indebtedness at such date to
consolidated EBITDA of the Parent Group for the most recently ended Measurement
Period.

                  "Secured Obligations" means (i) in respect of any Collateral
covered by the Shared Security Agreement and the Shared Mortgages, the Shared
Secured Obligations and (ii) in respect of any Collateral covered by the
Non-Shared Security Agreement and the Non-Shared Mortgages, the Non-Shared
Secured Obligations.

                  "Secured Parties" (i) in respect of any Collateral covered by
the Black Thunder Collateral Documents, the Black Thunder Secured Parties, (ii)
in respect of any Collateral covered by the Shared Security Agreement and the
Shared Mortgages, the Shared Secured Parties and (iii) in respect of any
Collateral covered by the Non-Shared Security Agreement and the Non-Shared
Mortgages, the Non-Shared Secured Parties.

                  "Shared Collateral Documents" means the Shared Security
Agreement and the Shared Mortgages.

                  "Shared Grantors" has the meaning specified in Section
4.01(a)(iii).

                  "Shared Mortgages" means the Pre-Closing Mortgages, the Post
Closing Shared Mortgages and each deed of trust, trust deed, mortgage, leasehold
mortgage and leasehold deed of trust, in substantially the form of Exhibit F
hereto delivered by a Shared Grantor that is a Mortgagor pursuant to Section
6.12, in each as amended.

                  "Shared Secured Obligations" means (i) the Non-Shared Secured
Obligations and (ii) all obligations of the Borrower now or hereafter existing
under the Alpha Facility, the CoGen Facility and the Riverside Facility.

                  "Shared Secured Parties" means (i) the Non-Shared Secured
Parties and (ii) the agents and lenders under each of the Alpha Facility, the
CoGen Facility and the Riverside Facility.

                                       37

<PAGE>

                  "Shared Security Agreement" has the meaning specified in
Section 4.01(a)(iii).

                  "Shared Security Agreement Supplement" has the meaning
specified in Section 20(b) of the Shared Security Agreement.

                  "Solvent" and "Solvency" mean, with respect to any Person on
any date of determination, that on such date (a) the fair value of the property
of such Person is greater than the total amount of liabilities, including,
without limitation, contingent liabilities that are probable and estimatable, of
such Person, (b) the present fair salable value of the assets of such Person is
not less than the amount that will be required to pay its debts as they become
absolute and matured, taking into account the possibility of refinancing such
obligations and selling assets, (c) such Person does not intend to, and does not
believe that it will, incur debts or liabilities beyond such Person's ability to
pay such debts and liabilities as they mature taking into account the
possibility of refinancing such obligations and selling assets and (d) such
Person is not engaged in business or a transaction, and is not about to engage
in business or a transaction, for which such Person's property would constitute
an unreasonably small capital. The amount of contingent liabilities at any time
shall be computed as the amount that, are probable and estimatable in the light
of all the facts and circumstances existing at such time, and that can
reasonably be expected to become an actual or matured liability. For
clarification, no preferred stock or Equity Interests, including any obligation
to redeem preferred stock whether before or after the scheduled redemption date,
shall be considered liabilities for purposes of this definition, regardless of
whether they are treated as liabilities under GAAP.

                  "SPC" has the meaning specified in Section 11.07(h).

                  "Special Sub" has the meaning set forth in the definition of
"Consolidated Secured Indebtedness".

                  "Sublimit" means either the Revolving L/C Sublimit or the
Reallocated L/C Sublimit.

                  "Subordinated Indebtedness" means any Indebtedness of any
Person which is subordinated to any other obligations of such Person.

                  "Subordinated Obligations" has the meaning specified in
Section 10.06.

                  "Subsidiary" of a Person means a corporation, partnership,
joint venture, limited liability company or other business entity, in each case,
of which a majority of the shares of securities or other interests having
ordinary voting power for the election of directors or other governing body
(other than securities or interests having such power only by reason of the
happening of a contingency) are at the time beneficially owned by such Person.
Unless otherwise specified, all references herein to a "Subsidiary" or to
"Subsidiaries" shall refer to a Subsidiary or Subsidiaries of the Borrower.

                  "Subsidiary Guarantors" has the meaning specified in the
recital of parties to this Agreement; provided, however, that any Subsidiary
that is a "controlled foreign corporation" within the meaning of Section 957 of
the Code shall not be a "Subsidiary Guarantor" under the Loan Documents.

                                       38

<PAGE>

                  "Supermajority Lenders" means, as of any date of
determination, Lenders having more than 66-2/3% of the sum of the (a) Total
Outstandings (with the aggregate amount of each Lender's risk participation and
funded participation in L/C Obligations being deemed "held" by such Lender for
purposes of this definition), (b) aggregate unused Term A Commitments, (c)
aggregate unused Term B Commitments, (d) aggregate unused Revolving Credit
Commitments and (e) aggregate unused Reallocated Facility Commitments; provided
that the unused Term A Commitment, the unused Term B Commitment, unused
Revolving Credit Commitment and unused Reallocated Facility Commitment of, and
the portion of the Total Outstandings held or deemed held by, any Defaulting
Lender shall be excluded for purposes of making a determination of Supermajority
Lenders.

                  "Supplemental Collateral Agent" has the meaning specified in
Section 9.13.

                  "Surveys" means American Land Title Association/American
Congress on Surveying and Mapping form surveys (or, in the case of properties
located in the State of Texas, Texas Society of Professional Surveyors form
surveys), or such other so-called "boundary and building foot print" surveys
sufficient for the issuer of the Mortgage Policies to remove the standard survey
exception.

                  "Swap Contract" means (a) any and all rate swap transactions,
basis swaps, credit derivative transactions, forward rate transactions,
commodity swaps, commodity options, forward commodity contracts, equity or
equity index swaps or options, bond or bond price or bond index swaps or options
or forward bond or forward bond price or forward bond index transactions,
interest rate options, forward foreign exchange transactions, cap transactions,
floor transactions, collar transactions, currency swap transactions,
cross-currency rate swap transactions, currency options, or any other similar
transactions or any combination of any of the foregoing (including any options
to enter into any of the foregoing), whether or not any such transaction is
governed by or subject to any master agreement, and (b) any and all transactions
of any kind, and the related confirmations, which are subject to the terms and
conditions of, or governed by, any form of master agreement published by the
International Swaps and Derivatives Association, Inc., any International Foreign
Exchange Master Agreement, or any other similar master agreement (any such
master agreement, together with any related schedules, a "Master Agreement"),
including any such obligations or liabilities under any Master Agreement.

                  "Swap Termination Value" means, in respect of any one or more
Swap Contracts, after taking into account the effect of any Netting Agreement
relating to such Swap Contracts, (a) for any date on or after the date such Swap
Contracts have been closed out and termination value(s) determined in accordance
therewith, such termination value(s), and (b) for any date prior to the date
referenced in clause (a), the amount(s) determined as the mark-to-market
value(s) for such Swap Contracts, as determined based upon one or more
mid-market or other readily available quotations provided by any recognized
dealer in such Swap Contracts (which may include a Lender or any Affiliate of a
Lender).

                  "Taxes" has the meaning specified in Section 3.01(a).

                                       39

<PAGE>

                  "Term A Borrowing" means a borrowing consisting of
simultaneous Term A Loans of the same Type and, in the case of Eurodollar Rate
Loans, having the same Interest Period made by each of the Term A Lenders
pursuant to Section 2.01(a).

                  "Term A Commitment" means, as to each Term A Lender, its
obligation to make Term A Loans to the Borrower pursuant to Section 2.01(a) in
an aggregate principal amount at any one time outstanding not to exceed the
amount set forth opposite such Lender's name on Part B of Schedule 2.01 under
the caption "Term A Commitment" or in the Assignment and Assumption pursuant to
which such Lender becomes a party hereto, as applicable, as such amount may be
adjusted from time to time in accordance with this Agreement.

                  "Term A Facility" means, at any time, the aggregate Term A
Loans of all Lenders at such time.

                  "Term A Lender" means, at any time, any Lender that has a Term
A Commitment at such time.

                  "Term A Loan" means an advance made by any Term A Lender under
the Term A Facility.

                  "Term A Note" means a promissory note of the Borrower payable
to the order of any Term A Lender, in substantially the form of Exhibit B-1
hereto, evidencing the aggregate indebtedness of the Borrower to such Term A
Lender resulting from the Term A Loans made by such Term A Lender.

                  "Term B Borrowing" means a borrowing consisting of
simultaneous Term B Loans of the same Type and, in the case of Eurodollar Rate
Loans, having the same Interest Period made by each of the Term B Lenders
pursuant to Section 2.01(b).

                  "Term B Collateral" means any Collateral described in the
Non-Shared Security Agreement.

                  "Term B Commitment" means, as to each Term B Lender, its
obligation to make Term B Loans to the Borrower pursuant to Section 2.01(b) in
an aggregate principal amount at any one time outstanding not to exceed the
amount set forth opposite such Lender's name on Part C of Schedule 2.01 under
the caption "Term B Commitment" or in the Assignment and Assumption pursuant to
which such Lender becomes a party hereto, as applicable, as such amount may be
adjusted form time to time in accordance with this Agreement.

                  "Term B Facility" means, at any time, the aggregate Term B
Loans of all Lenders at such time.

                  "Term B Lender" means, at any time, any Lender that has a Term
B Commitment at such time.

                  "Term B Loan" means an advance made by any Term B Lender under
the Term B Facility.

                                       40

<PAGE>

                  "Term B Note" means a promissory note of the Borrower payable
to the order of any Term B Lender, in substantially the form of Exhibit B-2
hereto, evidencing the aggregate indebtedness of the Borrower to such Term B
Lender resulting from the Term B Loans made by such Term B Lender.

                  "Term Borrowing" means either a Term A Borrowing or a Term B
Borrowing.

                  "Term Commitment" means either a Term A Commitment or a Term B
Commitment.

                  "Term Loan" means either or both (as the context requires) a
Term A Loan or a Term B Loan.

                  "Third Party Risk Management" has the meaning specified in
Section 7.17(a).

                  "Threshold Amount" means $50,000,000.

                  "Tilton Lease" means that certain Amended and Restated
Participation Agreement, dated October 30, 2002, among Illinois Power Company,
as lessee, ABN AMRO Bank N.V. as agent lessor and the persons named on schedule
I thereto and the Operative Documents referred to therein.

                  "Tolling Agreements" means the agreements described on
Schedule IX.

                  "Total Outstandings" means the aggregate Outstanding Amount of
all Loans and all L/C Obligations.

                  "Treasury Regulations" means the final and temporary
regulations promulgated by the United States Treasury Department under the
Internal Revenue Code of 1986.

                  "Trust Preferred Securities" means the capital securities
issued in an aggregate amount of $200,000,000 by NGC Corporation Capital Trust
I.

                  "Turbine Cancellation Payment" means any termination payment
or crediting of a progress payment, whether classified as a capital or operating
expense, made (or in the case of a progress payment, credited) solely in
connection with the cancellation of contracts of the Parent Guarantor or any of
its Subsidiaries (other than the Excluded Subsidiaries) existing as of the
Closing Date for the purchase of power generation turbines.

                  "Type" means, with respect to a Loan, its character as a Base
Rate Loan or a Eurodollar Rate Loan.

                  "United States" and "U.S." mean the United States of America.

                  "Unreimbursed Reallocated Amount" has the meaning set forth in
Section 2.04(c)(i).

                                       41

<PAGE>

                  "Unreimbursed Revolving Amount" has the meaning set forth in
Section 2.03(c)(i).

                  "Up-Front Fee" means, for each Lender, an amount equal to
0.75% of such Lender's aggregate Commitments under this Agreement.

                  1.02. Other Interpretive Provisions. With reference to this
Agreement and each other Loan Document, unless otherwise specified herein or in
such other Loan Document:

                  (a)   The meanings of defined terms are equally applicable to
         the singular and plural forms of the defined terms.

                  (b)   (i) The words "herein," "hereto," "hereof" and
         "hereunder" and words of similar import when used in any Loan Document
         shall refer to such Loan Document as a whole and not to any particular
         provision thereof.

                  (ii)  Article, Section, Exhibit and Schedule references are to
         the Loan Document in which such reference appears.

                  (iii) The term "including" is by way of example and shall be
         deemed "without limitation" wherever used.

                  (iv)  The term "documents" includes any and all instruments,
         documents, agreements, certificates, notices, reports, financial
         statements and other writings, however evidenced, whether in physical
         or electronic form.

                  (c)   In the computation of periods of time from a specified
         date to a later specified date, the word "from" means "from and
         including;" the words "to" and "until" each mean "to but excluding;"
         and the word "through" means "to and including."

                  (d)   Section headings herein and in the other Loan Documents
         are included for convenience of reference only and shall not affect the
         interpretation of this Agreement or any other Loan Document.

                  1.03. Accounting Terms.

                  (a)   All accounting terms not specifically or completely
defined herein shall be construed in conformity with, and all financial data
(including financial ratios and other financial calculations) required to be
submitted pursuant to this Agreement shall be prepared in conformity with, GAAP,
as in effect from time to time, except for information provided in Section
6.01(c), (d) or (f) or Section 6.02(b) or (j) or as otherwise specifically
prescribed herein.

                  (b)   If at any time any change in GAAP or in the application
of GAAP would affect the computation of any financial ratio or other financial
covenant set forth in any Loan Document, and either the Borrower or the Required
Lenders shall so request, the Administrative Agents, the Lenders and the
Borrower shall negotiate in good faith to amend (subject to the approval of the
Required Lenders) such ratio or covenant to preserve the original intent thereof
in light of such change in (or in the application of) GAAP; provided that, until
so amended, (i)

                                       42

<PAGE>

such ratio or financial covenant shall continue to be computed in accordance
with GAAP prior to such change and (ii) the Borrower shall provide to the
Payment Agent financial statements and other documents required under this
Agreement or as reasonably requested hereunder setting forth a reconciliation
between calculations of such ratio or financial covenant made before and after
giving effect to such change in (or in the application of) GAAP as is reasonably
necessary to demonstrate compliance (or non-compliance) with such ratio or
financial covenant.

                  1.04. Rounding. Any financial ratios required to be maintained
by the Borrower pursuant to this Agreement shall be calculated by dividing the
appropriate component by the other component, carrying the result to one place
more than the number of places by which such ratio is expressed herein and
rounding the result up or down to the nearest number (with a rounding-up if
there is no nearest number).

                  1.05. References to Agreements, Laws and Persons. Unless
otherwise expressly provided herein, (a) references to Organizational Documents,
agreements (including the Loan Documents) and other contractual instruments
shall be deemed to include all subsequent amendments, restatements, extensions,
supplements and other modifications thereto, but only to the extent that such
amendments, restatements, extensions, supplements and other modifications are
not prohibited by any Loan Document; and (b) references to any Law shall include
all statutory and regulatory provisions consolidating, amending, replacing,
supplementing or interpreting such Law. A reference to any Person includes the
successors and assigns of such Person, but such reference shall not increase,
decrease or otherwise modify in any way the provisions of this Agreement
governing the assignment of rights and obligations under or the binding effect
of any such provision of this Agreement or any other Loan Document.

                  1.06. Times of Day. Unless otherwise specified, all references
herein to times of day shall be references to Eastern time (daylight or
standard, as applicable).

                  1.07. Letter of Credit Amounts. Unless otherwise specified,
all references herein to the amount of a Letter of Credit at any time shall be
deemed to mean the maximum face amount of such Letter of Credit after giving
effect to all increases thereof contemplated by such Letter of Credit or the
Letter of Credit Application therefor, whether or not such maximum face amount
is in effect at such time.

                  1.08. Currency Equivalents Generally. Any amount specified in
this Agreement (other than in Articles II, IX and XI) or any of the other Loan
Documents to be in Dollars shall also include the equivalent of such amount in
any currency other than Dollars, such equivalent amount to be determined at the
rate of exchange quoted by Citibank in New York at the close of business on the
Business Day immediately preceding any date of determination thereof, to prime
banks in New York, New York for the spot purchase in the New York foreign
exchange market of such amount in U.S. dollars with such other currency.

                                       43

<PAGE>

                                   ARTICLE II
                      THE COMMITMENTS AND CREDIT EXTENSIONS

                  2.01. The Loans.

                  (a)   The Term A Borrowings. Subject to the terms and
conditions set forth herein, each Term A Lender severally agrees to convert an
amount of its existing advances under the DHI Existing Revolvers equal to its
Pro Rata Share of the Term A Facility to a Term A Loan to the Borrower on the
Closing Date. The Term A Borrowing shall consist of Term A Loans made
simultaneously by the Term A Lenders in accordance with their respective Pro
Rata Share of the Term A Facility. Amounts borrowed under this Section 2.01(a)
and repaid or prepaid may not be reborrowed. Term A Loans may be Base Rate Loans
or Eurodollar Rate Loans, as further provided herein.

                  (b)   The Term B Borrowings. Subject to the terms and
conditions set forth herein, each Term B Lender severally agrees to convert all
of its existing advances in respect of the Polaris Facility to a Term B Loan to
the Borrower on the Closing Date. The Term B Borrowing shall consist of Term B
Loans made simultaneously by the Term B Lenders in accordance with their
respective Pro Rata Share of the Term B Facility. Amounts borrowed under this
Section 2.01(b) and repaid or prepaid may not be reborrowed. Term B Loans may be
Base Rate Loans or Eurodollar Rate Loans, as further provided herein.

                  (c)   The Revolving Credit Borrowings. Subject to the terms
and conditions set forth herein, each Revolving Credit Lender severally agrees
to make loans (each such loan, a "Revolving Credit Loan") to the Borrower from
time to time, on any Business Day during the Revolving Availability Period, in
an aggregate amount not to exceed at any time outstanding the amount of such
Lender's Revolving Credit Commitment; provided, however, that after giving
effect to any Revolving Credit Borrowing, (i) the Total Outstandings shall not
exceed the Aggregate Commitments, and (ii) the aggregate Outstanding Amount of
the Revolving Credit Loans of any Lender, plus such Lender's Pro Rata Share of
the Outstanding Amount of all Revolving L/C Obligations shall not exceed such
Lender's Revolving Credit Commitment. Each Revolving Credit Lender agrees that
an amount of its existing advances under the DHI Existing Revolvers as indicated
opposite its name on Part A of Schedule 2.01 under the caption "Revolving Credit
Commitment" shall be deemed to be Revolving Credit Loans for all purposes of the
Loan Documents. Within the limits of each Lender's Revolving Credit Commitment,
and subject to the other terms and conditions hereof, the Borrower may borrow
under this Section 2.01(c), prepay under Section 2.05, and reborrow under this
Section 2.01(c). Revolving Credit Loans may be Base Rate Loans or Eurodollar
Rate Loans, as further provided herein.

                  (d)   The Reallocated Facility Borrowings. Upon the occurrence
of a Reallocation Event, the Administrative Agents shall notify each Revolving
Credit Lender of such Reallocation Event, the related Reallocation Amount and
each Revolving Credit Lender's Pro Rata Share of such Reallocation Amount. Each
Revolving Credit Lender shall reallocate a portion of its Revolving Credit
Commitment (and, if necessary, a portion of its Revolving Credit Loans) to the
Reallocated Facility in an amount equal to its Pro Rata Share with respect to
the Revolving Credit Facility at such time of the Reallocation Amount at such
time and such amount (together with any other amount previously reallocated to
the Reallocated Facility) shall be such

                                       44

<PAGE>

Lender's Reallocated Facility Commitment. In no event shall the aggregate amount
of the Reallocated Lenders' Reallocated Facility Commitments exceed
$200,000,000. Upon any such reallocation, each Revolving Credit Lender's
Revolving Credit Commitment (and, if necessary, its Revolving Credit Loans)
shall be reduced by the amount so reallocated. Any Revolving Credit Loan so
converted shall be a Reallocated Facility Loan for all purposes hereof and any
Revolving Letter of Credit so converted shall be a Reallocated Letter of Credit
for all purposes hereof. Subject to the terms and conditions set forth herein,
each Reallocated Facility Lender severally agrees to make loans (each such loan,
a "Reallocated Facility Loan") to the Borrower from time to time, on any
Business Day during the Reallocated Availability Period, in an aggregate amount
not to exceed at any time outstanding the amount of such Lender's Reallocated
Facility Commitment; provided, however, that after giving effect to any
Reallocated Facility Borrowing, (i) the Total Outstandings shall not exceed the
Aggregate Commitments and (ii) the aggregate Outstanding Amount of the
Reallocated Facility Loans of any Lender, plus such Lender's Pro Rata Share of
the Outstanding Amount of all Reallocated L/C Obligations shall not exceed such
Lender's Reallocated Facility Commitment. Within the limits of each Lender's
Revolving Credit Commitment, and subject to the other terms and conditions
hereof, the Borrower may borrow under this Section 2.01(d), prepay under Section
2.05, and reborrow under this Section 2.01(d). Reallocated Loans may be Base
Rate Loans or Eurodollar Rate Loans, as further provided herein.

                  2.02. Borrowings, Conversions and Continuations of Loans.

                  (a)   Each Term Borrowing, each Revolving Credit Borrowing,
each Reallocated Facility Borrowing, each conversion of Term Loans, Revolving
Credit Loans or Reallocated Loans from one Type to the other, and each
continuation of Eurodollar Rate Loans shall be made upon the Borrower's
irrevocable notice to the Payment Agent, which may be given by telephone. Each
such notice must be received by the Payment Agent not later than 11:00 a.m.
(eastern time) (i) three Business Days prior to the requested date of any
Borrowing of, conversion to or continuation of Eurodollar Rate Loans or of any
conversion of Eurodollar Rate Loans to Base Rate Loans and (ii) on the requested
date of any Borrowing of Base Rate Loans. Each telephonic notice by the Borrower
pursuant to this Section 2.02(a) must be confirmed promptly by delivery to the
Payment Agent of a written Committed Loan Notice, appropriately completed and
signed by a Responsible Officer of the Borrower; provided that upon request by
the Payment Agent, such confirmation shall be received prior to the date of the
related Borrowing (but shall not be required to be received prior to the date
referenced in the previous sentence had the request not been made by telephone).
Each Borrowing of, conversion to or continuation of Eurodollar Rate Loans shall
be in a principal amount of $10,000,000 or a whole multiple of $1,000,000 in
excess thereof. Except as provided in Sections 2.03(c) and 2.04(c), each
Borrowing of or conversion to Base Rate Loans shall be in a principal amount of
$5,000,000 or a whole multiple of $1,000,000 in excess thereof. Each Committed
Loan Notice (whether telephonic or written) shall specify (i) whether the
Borrower is requesting a Term Borrowing, a Revolving Credit Borrowing, a
Reallocated Facility Borrowing, a conversion of Term Loans, Revolving Credit
Loans or Reallocated Loans from one Type to the other, or a continuation of
Eurodollar Rate Loans, (ii) the requested date of the Borrowing, conversion or
continuation, as the case may be (which shall be a Business Day), (iii) the
principal amount of Loans to be borrowed, converted or continued, (iv) the Type
of Loans to be borrowed or to which existing Term Loans, Revolving Credit Loans
or Reallocated Facility Loans are to be

                                       45

<PAGE>

converted, and (v) if applicable, the duration of the Interest Period with
respect thereto. If the Borrower fails to specify a Type of Loan in a Committed
Loan Notice or if the Borrower fails to give a timely notice requesting a
conversion or continuation, then the applicable Term Loans, Revolving Credit
Loans or Reallocated Facility Loans shall be made as, or converted to, Base Rate
Loans. Any such automatic conversion to Base Rate Loans shall be effective as of
the last day of the Interest Period then in effect with respect to the
applicable Eurodollar Rate Loans. If the Borrower requests a Borrowing of,
conversion to, or continuation of Eurodollar Rate Loans in any such Committed
Loan Notice, but fails to specify an Interest Period, it will be deemed to have
specified an Interest Period of one month.

                  (b)   Following receipt of a Committed Loan Notice, the
Payment Agent shall promptly notify each Appropriate Lender of the amount of its
Pro Rata Share of the applicable Term Loans, Revolving Credit Loans or
Reallocated Facility Loans, and if no timely notice of a conversion or
continuation is provided by the Borrower, the Payment Agent shall notify each
Lender of the details of any automatic conversion to Base Rate Loans described
in Section 2.02(a). In the case of a Term Borrowing, a Revolving Credit
Borrowing or a Reallocated Facility Borrowing, each Appropriate Lender shall
make the amount of its Loan available to the Payment Agent in immediately
available funds at the Payment Agent's Office not later than 1:00 p.m. (eastern
time) on the Business Day specified in the applicable Committed Loan Notice.
Upon satisfaction of the applicable conditions set forth in Section 4.02 or 4.03
(and, if such Borrowing is the initial Credit Extension, Section 4.01), the
Payment Agent shall make all funds so received available to the Borrower in like
funds as received by the Payment Agent either by (i) crediting the account of
the Borrower on the books of Citibank with the amount of such funds or (ii) wire
transfer of such funds, in each case in accordance with instructions provided to
(and reasonably acceptable to) the Payment Agent by the Borrower.

                  (c)   Except as otherwise provided herein, a Eurodollar Rate
Loan may be continued or converted only on the last day of an Interest Period
for such Eurodollar Rate Loan. During the existence of an Event of Default, no
Loans may be requested as, converted to or continued as Eurodollar Rate Loans
without the consent of the Required Lenders.

                  (d)   The Payment Agent shall promptly notify the Borrower and
the Lenders of the interest rate applicable to any Interest Period for
Eurodollar Rate Loans upon determination of such interest rate. The
determination of the Eurodollar Rate by the Payment Agent shall be conclusive in
the absence of manifest error. At any time that Base Rate Loans are outstanding,
the Payment Agent shall notify the Borrower and the Lenders of any change in the
Payment Agent's prime rate used in determining the Base Rate promptly following
the public announcement of such change.

                  (e)   After giving effect to all Term Borrowings, all
Revolving Credit Borrowings, all Reallocated Facility Borrowings, all
conversions of Term Loans, Revolving Credit Loans or Reallocated Facility Loans
from one Type to the other, and all continuations of Term Loans, Revolving
Credit Loans or Reallocated Facility Loans as the same Type, there shall not be
more than ten Interest Periods in effect.

                  (f)   The failure of any Lender to make the Loan to be made by
it as part of any Borrowing shall not relieve any other Lender of its
obligation, if any, hereunder to make its Loan

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<PAGE>

on the date of such Borrowing, but no Lender shall be responsible for the
failure of any other Lender to make the Loan to be made by such other Lender on
the date of any Borrowing.

                  (g)   Anything in this Section 2.02 to the contrary
notwithstanding, the Borrower may not select Eurodollar Rate for the initial
Credit Extension hereunder.

                  2.03. Revolving Letters of Credit.

                  (a)   The Revolving Letter of Credit Sublimit.

                  (i)   Subject to the terms and conditions set forth herein,
         (A) the L/C Issuer agrees, in reliance upon the agreements of the other
         Revolving Credit Lenders set forth in this Section 2.03, (1) from time
         to time on any Business Day during the period from the Closing Date
         until the Letter of Credit Expiration Date, to issue Revolving Letters
         of Credit for the account of the Borrower (it being understood and
         agreed that subject to the other terms herein, the Borrower may obtain
         for its account Revolving Letters of Credit on behalf of the Parent
         Guarantor or any of its Affiliates), and to amend or renew Revolving
         Letters of Credit previously issued by it, in accordance with Section
         2.03(b), and (2) to honor drafts under the Revolving Letters of Credit;
         and (B) the Revolving Credit Lenders severally agree to participate in
         Revolving Letters of Credit issued for the account of the Borrower;
         provided that the L/C Issuer shall not be obligated to make any
         Revolving L/C Credit Extension with respect to any Revolving Letter of
         Credit, and no Revolving Credit Lender shall be obligated to
         participate in any Revolving Letter of Credit if as of the date of such
         Revolving L/C Credit Extension, (x) the Total Outstandings would exceed
         the Aggregate Commitments, (y) the aggregate Outstanding Amount of the
         Revolving Credit Loans of any Lender, plus such Lender's Pro Rata Share
         of the Outstanding Amount of all Revolving L/C Obligations would exceed
         such Lender's Revolving Credit Commitment, or (z) the Outstanding
         Amount of the Revolving L/C Obligations would exceed the Revolving
         Letter of Credit Sublimit. Within the foregoing limits, and subject to
         the terms and conditions hereof, the Borrower's ability to obtain
         Revolving Letters of Credit shall be fully revolving, and accordingly
         the Borrower may, during the foregoing period, obtain Revolving Letters
         of Credit to replace Letters of Credit that have expired or that have
         been drawn upon and reimbursed. All Existing Letters of Credit shall be
         deemed to have been issued pursuant hereto, and from and after the
         Closing Date shall be Revolving Letters of Credit and shall be subject
         to and governed by the terms and conditions hereof.

                  (ii)  The L/C Issuer shall be under no obligation to issue any
         Revolving Letter of Credit if:

                        (A)  any order, judgment or decree of any Governmental
                  Authority or arbitrator shall by its terms purport to enjoin
                  or restrain the L/C Issuer from issuing such Revolving Letter
                  of Credit, or any Law applicable to the L/C Issuer or any
                  request or directive (whether or not having the force of law)
                  from any Governmental Authority with jurisdiction over the L/C
                  Issuer shall prohibit, or request that the L/C Issuer refrain
                  from, the issuance of letters of credit generally or such
                  Revolving Letter of Credit in particular or shall impose upon
                  the L/C

                                       47

<PAGE>

                  Issuer with respect to such Revolving Letter of Credit any
                  restriction, reserve or capital requirement (for which the L/C
                  Issuer is not otherwise compensated hereunder) not in effect
                  on the Closing Date, or shall impose upon the L/C Issuer any
                  unreimbursed loss, cost or expense which was not applicable on
                  the Closing Date and which the L/C Issuer in good faith deems
                  material to it;

                        (B)   the expiry date of such requested Revolving Letter
                  of Credit would occur after the Letter of Credit Expiration
                  Date, unless all the Revolving Credit Lenders have approved
                  such expiry date and have agreed to extend their obligations
                  under Section 2.03(c) with respect to such Revolving Letter of
                  Credit; or

                        (C)   the issuance of such Revolving Letter of Credit
                  would violate one or more generally applicable policies of the
                  L/C Issuer;

                  (iii) The L/C Issuer shall be under no obligation to amend any
         Revolving Letter of Credit in any way (whether or not such amendment
         increases the amount of the applicable Letter of Credit) (A) at any
         time on or after the Maturity Date, or (B) if the beneficiary of such
         Revolving Letter of Credit does not accept the proposed amendment to
         such Revolving Letter of Credit. In addition, and without limiting the
         terms of the first sentence of this Section 2.03(a)(iii), the L/C
         Issuer shall be under no obligation to amend any Revolving Letter of
         Credit to increase the amount thereof if the L/C Issuer would have no
         obligation at such time to issue such Revolving Letter of Credit in its
         amended form under the terms hereof by reason of the provisions of
         Section 2.03(a)(i), Section 2.03(a)(ii), Section 4.02 or otherwise.

                  (b)   Procedures for Issuance and Amendment of Revolving
Letters of Credit; Auto-Renewal Letters of Credit.

                  (i)   Each Revolving Letter of Credit shall be issued or
         amended, as the case may be, upon the request of the Borrower delivered
         to the L/C Issuer (with a copy to the Payment Agent) in the form of a
         Letter of Credit Application. Such Letter of Credit Application must be
         received by the L/C Issuer and the Payment Agent not later than 11:00
         a.m. (eastern time) at least two Business Days (or such later date and
         time as the L/C Issuer may agree in a particular instance in its sole
         discretion) prior to the proposed issuance date or date of amendment,
         as the case may be. In the case of a request for an initial issuance of
         a Revolving Letter of Credit, such Letter of Credit Application shall
         specify in form and detail reasonably satisfactory to the L/C Issuer:
         (A) the proposed issuance date of the requested Revolving Letter of
         Credit (which shall be a Business Day); (B) the amount thereof; (C) the
         expiry date thereof; (D) the currency (which may be Dollars, Canadian
         Dollars, Pounds Sterling or Euros); (E) the name and address of the
         beneficiary thereof; (F) the account party or parties thereof; (G) the
         full text of any certificate to be presented by such beneficiary in
         case of any drawing thereunder; and (H) the transactions or obligations
         to be supported thereby. In the case of a request for an amendment of
         any outstanding Revolving Letter of Credit, such Letter of Credit
         Application shall specify in form and detail reasonably satisfactory to
         the L/C Issuer (A) the Revolving Letter of Credit to be amended; (B)
         the proposed date of amendment

                                       48

<PAGE>

         thereof (which shall be a Business Day); (C) the nature of the proposed
         amendment; and (D) such other matters consistent with the items set
         forth in clauses (A)-(H) in the preceding sentence as the L/C Issuer
         may reasonably require.

                  (ii)  Promptly after receipt of any Letter of Credit
         Application, the L/C Issuer will confirm with the Payment Agent (by
         telephone or in writing) that the Payment Agent has received a copy of
         such Letter of Credit Application from the Borrower and, if not, the
         L/C Issuer will provide the Payment Agent with a copy thereof. Upon
         receipt by the L/C Issuer of confirmation from the Payment Agent that
         the requested issuance or amendment is permitted in accordance with the
         terms hereof, then, subject to the terms and conditions hereof, the L/C
         Issuer shall, on the requested date, issue a Revolving Letter of Credit
         for the account of the Borrower or enter into the applicable amendment,
         as the case may be, in each case in accordance with the L/C Issuer's
         usual and customary business practices. Immediately upon the issuance
         of each Letter of Credit, each Revolving Credit Lender shall be deemed
         to, and hereby irrevocably and unconditionally agrees to, purchase from
         the L/C Issuer a risk participation in such Letter of Credit in an
         amount equal to the product of such Lender's Pro Rata Share times the
         amount of such Revolving Letter of Credit. The L/C Issuer shall not be
         obligated to make any independent determination as to whether the
         requested issuance or amendment is permitted in accordance with the
         terms hereof, and, unless and until the L/C Issuer receives such
         confirmation from the Payment Agent, the L/C Issuer shall have no
         obligation to issue the requested Revolving Letter of Credit.

                  (iii) If the Borrower so requests in any applicable Letter of
         Credit Application, the L/C Issuer may, in its sole and absolute
         discretion, agree to issue an Auto-Renewal Letter of Credit. Unless
         otherwise directed by the L/C Issuer, the Borrower shall not be
         required to make a specific request to the L/C Issuer for any such
         renewal. Once an Auto-Renewal Letter of Credit has been issued, the
         Borrower and the Revolving Credit Lenders shall be deemed to have
         authorized (but may not require) the L/C Issuer to permit the renewal
         of such Revolving Letter of Credit at any time to an expiry date not
         later than the Letter of Credit Expiration Date; provided, however,
         that (A) the L/C Issuer may give a notice of non-renewal and thereby
         prevent the renewal of an Auto-Renewal Letter of Credit if the L/C
         Issuer has determined at any time within 30 calendar days prior to the
         Nonrenewal Notice Date of such Auto-Renewal Letter of Credit that it
         would have no obligation at such time to issue such Revolving Letter of
         Credit in its renewed form under the terms hereof (by reason of the
         provisions of Section 2.03(a)(i), Section 2.03(a)(ii), Section
         2.03(a)(iii) or otherwise), and (B) the L/C Issuer shall not permit any
         such renewal if it has received notice (which may be by telephone, if
         immediately confirmed in writing, or in writing) on or before the day
         that is ten days before the Nonrenewal Notice Date from the Payment
         Agent or the Borrower that one or more of the applicable conditions
         specified in Section 2.03(a)(i) is not then satisfied.

                  (iv)  Promptly after its delivery of any Revolving Letter of
         Credit or any amendment to a Letter of Credit to an advising bank with
         respect thereto or to the beneficiary thereof, the L/C Issuer will also
         deliver to the Borrower and the Payment Agent a true and complete copy
         of such Revolving Letter of Credit or amendment.

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<PAGE>

                  (c)   Drawings and Reimbursements; Funding of Participations.

                  (i)   Upon receipt from the beneficiary of any Revolving
         Letter of Credit of any notice of a drawing under such Revolving Letter
         of Credit, the L/C Issuer shall promptly notify the Borrower and the
         Payment Agent thereof (which may be telephonic, promptly confirmed by
         telecopy). Not later than 12:00 p.m. (eastern time) on an Honor Date,
         the Borrower may reimburse the L/C Issuer through the Payment Agent in
         an amount equal to the Dollar Equivalent of such drawing. If the
         Borrower does not so reimburse the L/C Issuer on the date necessary to
         settle the obligations of the L/C Issuer under any draft drawn or
         demand made under a Revolving Letter of Credit issued for its L/C
         account, the Payment Agent shall promptly notify each Revolving Credit
         Lender of the Honor Date, the Dollar Equivalent of the unreimbursed
         drawing (the "Unreimbursed Revolving Amount"), and the amount of such
         Revolving Credit Lender's Pro Rata Share thereof. In such event, the
         Unreimbursed Revolving Amount shall automatically be converted (unless
         the Borrower is in Default under Section 8.01(f) or (g)) to a Revolving
         Credit Borrowing of Base Rate Loans to be disbursed on the Honor Date
         in an amount equal to the Dollar Equivalent of the Unreimbursed
         Revolving Amount, without regard to the minimum and multiples specified
         in Section 2.02 for the principal amount of Base Rate Loans and without
         regard to whether the conditions in Section 4.02 are then satisfied.
         Any notice given by the L/C Issuer or the Payment Agent pursuant to
         this Section 2.03(c)(i) may be given by telephone if immediately
         confirmed in writing; provided that the lack of such an immediate
         confirmation shall not affect the conclusiveness or binding effect of
         such notice.

                  (ii)  Each Revolving Credit Lender (including the Lender
         acting as L/C Issuer) shall upon any notice pursuant to Section
         2.03(c)(i) make funds available to the Payment Agent for the account of
         the L/C Issuer at the Payment Agent's Office in an amount equal to its
         Pro Rata Share of the Unreimbursed Revolving Amount not later than 1:00
         p.m. (eastern time) on the Business Day specified in such notice by the
         Payment Agent, whereupon, subject to the provisions of Section
         2.03(c)(iii), each Revolving Credit Lender that so makes funds
         available shall be deemed to have made a Base Rate Loan to the Borrower
         in such amount. The Payment Agent shall remit the funds so received to
         the L/C Issuer.

                  (iii) Such Base Rate Loan shall be made as of the date of such
         settlement of such Revolving Letter of Credit. The proceeds of such
         Base Rate Loan shall be paid by the Lenders to the Payment Agent for
         payment to the L/C Issuer of such Revolving Letter of Credit (and the
         Payment Agent shall promptly pay such proceeds to such L/C Issuer) to
         reimburse the L/C Issuer of such Revolving Letter of credit for each
         Lender's Percentage of the Dollar Equivalent of the amount actually
         disbursed by the L/C Issuer of such Revolving Letter of Credit pursuant
         to such draft or demand. In the event that the L/C Issuer of a
         Revolving Letter of Credit makes the Draw Amount available to the
         beneficiary of such Revolving Letter of Credit and the Dollar
         Equivalent of such amount made available by the Lenders to the Payment
         Agent for payment to the L/C Issuer is not sufficient to enable the L/C
         Issuer to obtain Alternative Currency equal to the entire Draw Amount,
         the Borrower shall pay the Payment Agent on demand for the benefit of
         such L/C Issuer an amount equal to the Dollar Equivalent required to
         enable the L/C Issuer to

                                       50

<PAGE>

         obtain Alternative Currency equal to the Draw Amount, but any shortfall
         shall be immediately converted to an additional Revolving Credit
         Borrowing of Base Rate Loans made by the Lenders to the Borrower to the
         extent the Borrower does not immediately make such payment, and the L/C
         Issuer shall be reimbursed therefrom. With respect to any Unreimbursed
         Revolving Amount that is not fully refinanced by a Revolving Credit
         Borrowing of Base Rate Loans because the Borrower is in Default under
         Section 8.01(f) or (g) or for any other reason, the Borrower shall be
         deemed to have incurred from the L/C Issuer a Revolving L/C Borrowing
         in the amount of the Unreimbursed Revolving Amount that is not so
         refinanced, which Revolving L/C Borrowing shall be due and payable on
         demand (together with interest) and shall bear interest at the Default
         Rate. In such event, each Revolving Credit Lender's payment to the
         Payment Agent for the account of the L/C Issuer pursuant to Section
         2.03(c)(ii) shall be deemed payment in respect of its participation in
         such Revolving L/C Borrowing and shall constitute a Revolving L/C
         Advance from such Lender in satisfaction of its participation
         obligation under this Section 2.03.

              (iv) Until each Revolving Credit Lender funds its Revolving Credit
         Loan or Revolving L/C Advance pursuant to this Section 2.03(c) to
         reimburse the L/C Issuer for any amount drawn under any Letter of
         Credit, interest in respect of such Lender's Pro Rata Share of such
         amount shall be solely for the account of the L/C Issuer.

              (v)  Each Revolving Credit Lender's obligation to make Revolving
         Credit Loans or Revolving L/C Advances to reimburse the L/C Issuer for
         amounts drawn under Revolving Letters of Credit, as contemplated by
         this Section 2.03(c), shall be absolute and unconditional and shall not
         be affected by any circumstance, including (A) any setoff,
         counterclaim, recoupment, defense or other right which such Lender may
         have against the L/C Issuer, the Borrower or any other Person for any
         reason whatsoever, (B) the occurrence or continuance of a Default, or
         (C) any other occurrence, event or condition, whether or not similar to
         any of the foregoing; provided, however, that each Revolving Credit
         Lender's obligation to make Revolving Credit Loans (but not its
         obligation to make Revolving L/C Advances) pursuant to this Section
         2.03(c) is subject to the Borrower not being in Default under Section
         8.01(f) or (g). No such making of a Revolving L/C Advance shall relieve
         or otherwise impair the obligation of the Borrower to reimburse the L/C
         Issuer for the amount of any payment made by the L/C Issuer under any
         Revolving Letter of Credit, together with interest as provided herein.

              (vi) If any Revolving Credit Lender fails to make available to the
         Payment Agent for the account of the L/C Issuer any amount required to
         be paid by such Lender pursuant to the foregoing provisions of this
         Section 2.03(c) by the time specified in Section 2.03(c)(ii), the L/C
         Issuer shall be entitled to recover from such Lender (acting through
         the Payment Agent), on demand, such amount with interest thereon for
         the period from the date such payment is required to the date on which
         such payment is immediately available to the L/C Issuer at a rate per
         annum equal to the Federal Funds Rate from time to time in effect for
         the first three days and, thereafter, at a rate of interest equal to
         the Base Rate. A certificate of the L/C Issuer submitted to any
         Revolving Credit Lender (through the Payment Agent) with respect to any
         amounts owing under this Section 2.03(c)(vi) shall be conclusive absent
         manifest error.

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<PAGE>

              (vii) If at any time a distribution is to be made by the Payment
         Agent to any Lender and such Lender has failed to make available to the
         Payment Agent for the account of the L/C Issuer any amount required to
         be paid by such Lender pursuant to the foregoing provisions of this
         Section 2.03(c), the Payment Agent shall pay such distribution to the
         L/C Issuer, to the extent of such unpaid amount together with any
         interest thereon accrued pursuant to Section 2.03(c)(vi).

              (d)   Repayment of Participations.

              (i)   At any time after the L/C Issuer has made a payment under
         any Revolving Letter of Credit and has received from any Revolving
         Credit Lender such Lender's Revolving L/C Advance in respect of such
         payment in accordance with Section 2.03(c), if the Payment Agent
         receives for the account of the L/C Issuer any payment in respect of
         the related Unreimbursed Revolving Amount or interest thereon (whether
         directly from the Borrower or otherwise, including proceeds of Cash
         Collateral applied thereto by the Payment Agent), the Payment Agent
         will distribute to such Lender its Pro Rata Share thereof
         (appropriately adjusted, in the case of interest payments, to reflect
         the period of time during which such Lender's Revolving L/C Advance was
         outstanding) in the same funds as those received by the Payment Agent.

              (ii)  If any payment received by the Payment Agent for the account
         of the L/C Issuer pursuant to Section 2.03(c)(i) is required to be
         returned under any of the circumstances described in Section 11.06
         (including pursuant to any settlement entered into by the L/C Issuer in
         its discretion), each Revolving Credit Lender shall pay to the Payment
         Agent for the account of the L/C Issuer its Pro Rata Share thereof on
         demand of the Payment Agent, plus interest thereon from the date of
         such demand to the date such amount is returned by such Lender, at a
         rate per annum equal to the Federal Funds Rate from time to time in
         effect for the first three days and, thereafter, at a rate of interest
         equal to the Base Rate.

              (e)   Obligations Absolute. The obligation of the Borrower to
reimburse the L/C Issuer for each drawing under each Revolving Letter of Credit
and (without duplication) to repay each Revolving L/C Borrowing shall be
absolute, unconditional and irrevocable, and shall be paid strictly in
accordance with the terms of this Agreement under all circumstances, including
the following:

              (i)   any lack of validity or enforceability of such Revolving
         Letter of Credit, this Agreement, or any other agreement or instrument
         relating thereto;

              (ii)  the existence of any claim, counterclaim, setoff, defense or
         other right that the Borrower may have at any time against any
         beneficiary or any transferee of such Revolving Letter of Credit (or
         any Person for whom any such beneficiary or any such transferee may be
         acting), the L/C Issuer or any other Person, whether in connection with
         this Agreement, the transactions contemplated hereby or by such
         Revolving Letter of Credit or any agreement or instrument relating
         thereto, or any unrelated transaction;

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<PAGE>

              (iii) any draft, demand, certificate or other document presented
         under such Revolving Letter of Credit proving to be forged, fraudulent,
         invalid or insufficient in any respect or any statement therein being
         untrue or inaccurate in any respect; or any loss or delay in the
         transmission or otherwise of any document required in order to make a
         drawing under such Revolving Letter of Credit;

              (iv)  any payment by the L/C Issuer under such Revolving Letter of
         Credit against presentation of a draft or certificate that does not
         strictly comply with the terms of such Revolving Letter of Credit; or
         any payment made by the L/C Issuer under such Revolving Letter of
         Credit to any Person purporting to be a trustee in bankruptcy,
         debtor-in-possession, assignee for the benefit of creditors,
         liquidator, receiver or other representative of or successor to any
         beneficiary or any transferee of such Revolving Letter of Credit,
         including any arising in connection with any proceeding under any
         Debtor Relief Law;

              (v)   any exchange, release or nonperfection of any Collateral, or
         any release or amendment or waiver of or consent to departure from the
         Guaranty or any other guarantee, for all or any of the Obligations of
         the Borrower in respect of such Revolving Letter of Credit; or

              (vi)  any other circumstance or happening whatsoever, whether or
         not similar to any of the foregoing, including any other circumstance
         that might otherwise constitute a defense available to, or a discharge
         of, the Borrower, except as otherwise provided in clause (f) of this
         Section 2.03.

              The Borrower shall promptly examine a copy of each Revolving
Letter of Credit and each amendment thereto that is delivered to it and, in the
event of any claim of noncompliance with the Borrower's instructions or other
irregularity, the Borrower will immediately notify the L/C Issuer. The Borrower
shall be conclusively deemed to have waived any such claim against the L/C
Issuer and its correspondents unless such notice is given as aforesaid.

              (f)   Role of L/C Issuer. Each Revolving Credit Lender and the
Borrower agree that, in paying any drawing under a Revolving Letter of Credit,
the L/C Issuer shall not have any responsibility to obtain any document (other
than any sight draft, certificates and documents expressly required by the
Revolving Letter of Credit) or to ascertain or inquire as to the validity or
accuracy of any such document or the authority of the Person executing or
delivering any such document. None of the L/C Issuer, any Agent-Related Person
nor any of the respective correspondents, participants or assignees of the L/C
Issuer shall be liable to any Lender for (i) any action taken or omitted in
connection herewith at the request or with the approval of the Lenders or the
Required Revolving Credit Lenders, as applicable; (ii) any action taken or
omitted in the absence of gross negligence or willful misconduct; or (iii) the
due execution, effectiveness, validity or enforceability of any document or
instrument related to any Revolving Letter of Credit or Letter of Credit
Application. The Borrower hereby assumes all risks of the acts or omissions of
any beneficiary or transferee with respect to its use of any Revolving Letter of
Credit; provided, however, that this assumption is not intended to, and shall
not, preclude the Borrower's pursuing such rights and remedies as it may have
against the

                                       53

<PAGE>

beneficiary or transferee at law or under any other agreement. None of the L/C
Issuer, any Agent-Related Person, nor any of the respective correspondents,
participants or assignees of the L/C Issuer, shall be liable or responsible for
any of the matters described in clauses (i) through (v) of Section 2.03(e);
provided, however, that anything in such clauses to the contrary
notwithstanding, the Borrower may have a claim against the L/C Issuer, and the
L/C Issuer may be liable to the Borrower, to the extent, but only to the extent,
of any direct, as opposed to consequential or exemplary, damages suffered by the
Borrower which the Borrower proves were caused by the L/C Issuer's willful
misconduct or gross negligence or the L/C Issuer's willful failure to pay under
any Revolving Letter of Credit after the presentation to it by the beneficiary
of a sight draft and certificate(s) strictly complying with the terms and
conditions of a Revolving Letter of Credit AND THE PARENT GUARANTOR AND THE
BORROWER FOR THEMSELVES AND THEIR SUBSIDIARIES, HEREBY WAIVES AND RELINQUISHES
ANY AND ALL CLAIMS IT MAY HAVE FOR INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY
DAMAGES AND FOR DIRECT DAMAGES RESULTING FROM NEGLIGENCE BY THE L/C ISSUER WHICH
DOES NOT RISE TO THE LEVEL OF GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. In
furtherance and not in limitation of the foregoing, the L/C Issuer may accept
documents that appear on their face to be in order, without responsibility for
further investigation, regardless of any notice or information to the contrary,
and the L/C Issuer shall not be responsible for the validity or sufficiency of
any instrument transferring or assigning or purporting to transfer or assign a
Revolving Letter of Credit or the rights or benefits thereunder or proceeds
thereof, in whole or in part, which may prove to be invalid or ineffective for
any reason.

              (g)   Cash Collateral. Upon the request of the Payment Agent or
the L/C Issuer to the Borrower, if, as of the Letter of Credit Expiration Date,
any Revolving Letter of Credit may for any reason remain outstanding and
partially or wholly undrawn, the Borrower shall immediately Cash Collateralize
the then Outstanding Amount of all Revolving L/C Obligations (in an amount equal
to such Outstanding Amount determined as of the Letter of Credit Expiration
Date). The Borrower hereby grants to the Collateral Agent, for the benefit of
the L/C Issuer and the Revolving Credit Lenders, a security interest in all such
cash, deposit accounts and all balances therein and all proceeds of the
foregoing. Cash Collateral shall be maintained in a Cash Collateral Account. If
at any time the Collateral Agent determines that any funds held as Cash
Collateral are subject to any right or claim of any Person other than the
Collateral Agent or that the total amount of such funds is less than the
aggregate Outstanding Amount of all Revolving L/C Obligations that are required
to be Cash Collateralized at such time, the Borrower will, forthwith upon demand
by the Collateral Agent, pay to the Collateral Agent, as additional funds to be
deposited and held in such Cash Collateral Account, an amount equal to the
excess of (a) such aggregate Outstanding Amount over (b) the total amount of
funds, if any, then held as Cash Collateral that the Collateral Agent determines
to be free and clear of any such right and claim. Upon the drawing of any
Revolving Letter of Credit for which funds are on deposit as Cash Collateral,
such funds shall be applied, to the extent permitted under applicable law, to
reimburse the L/C Issuer. So long as no Event of Default shall have occurred and
be continuing, upon payment, expiration or termination of a Letter of Credit
that was Cash Collateralized, applicable amounts on deposit in Cash Collateral
Accounts shall be promptly returned to the Borrower.

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<PAGE>

              (h)   Applicability of ISP98 and UCP. Unless otherwise expressly
agreed by the L/C Issuer and the Borrower when a Revolving Letter of Credit is
issued (including any such agreement applicable to an Existing Letter of
Credit), (i) the rules of the "International Standby Practices 1998" published
by the Institute of International Banking Law & Practice (or such later version
thereof as may be in effect at the time of issuance) shall apply to each standby
Letter of Credit, and (ii) the rules of the Uniform Customs and Practice for
Documentary Credits, as most recently published by the International Chamber of
Commerce (the "ICC") at the time of issuance (including the ICC decision
published by the Commission on Banking Technique and Practice on April 6, 1998
regarding the European single currency (euro)) shall apply to each commercial
Letter of Credit, and to the extent not inconsistent with the above referred
rules, the laws of the State of New York.

              (i)   Letter of Credit Fees. The Borrower shall pay to the Payment
Agent for the account of each Revolving Credit Lender in accordance with its Pro
Rata Share a Letter of Credit fee for each Revolving Letter of Credit equal to
the Applicable Rate per annum for Eurodollar Rate Loans times the daily maximum
amount available to be drawn under such Revolving Letter of Credit provided,
however, that for purposes of this Section 2.03(i), the Dollar Equivalent of
each Revolving Letter of Credit in an Alternative Currency will be deemed to be,
on any day (i) during the month the Revolving Letter of Credit was issued or
renewed, the Dollar Equivalent on the date of issuance or renewal of such
Revolving Letter of Credit or (ii) in any month subsequent to the month of
issuance or renewal, the Dollar Equivalent on the first Business Day of such
subsequent month, in each case from and including the date issued to and
including the date of its expiration or earlier termination. Such letter of
credit fees shall be computed on a monthly basis in arrears. Such letter of
credit fees shall be due and payable on the 5th Business Day following receipt
by the Borrower of an invoice for such Letter of Credit fees owing with respect
to the prior calendar month commencing with the first such date to occur after
the issuance of such Letter of Credit.

              (j)   Fronting Fee and Documentary and Processing Charges Payable
to L/C Issuer. The Borrower hereby agrees to pay to the L/C Issuer solely for
its benefit, (i) in the case of Revolving Letters of Credit that are standby
Letters of Credit a Letter of Credit fronting fee of 15.0 basis points per annum
(calculated for the actual number of days elapsed on the basis of a year
consisting of 365, or when appropriate 366, days) on the daily average available
amount under each such Revolving Letter of Credit issued, increased or extended
by the L/C Issuer from and including the date issued, increased or extended to
and including the date of its expiration or earlier termination, (ii) in the
case of Revolving Letters of Credit that are commercial Letters of Credit a
Letter of Credit fronting fee of 15.0 basis points per annum (calculated for the
actual number of days elapsed on the basis of a year consisting of 365, or when
appropriate 366, days) on the daily average available amount under each such
Revolving Letter of Credit issued, increased or extended by the L/C Issuer from
and including the date issued, increased or extended to and including the date
of its expiration or earlier termination, and (iii) a fee for each issuance,
amendment or renewal of, and for each negotiation of a draft drawn under, a
Revolving Letter of Credit issued, increased or extended by such L/C Issuer in
the amount customarily charged by such Issuer from time to time or such other
amount that may be agreed to in writing from time to time by the L/C Issuer and
the Borrower provided, however, that for purposes of this Section 2.03, the
Dollar Equivalent of each Revolving Letter of Credit in an Alternative Currency
will be deemed to be, on any day (i) during the month the Revolving Letter of
Credit

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was issued or renewed, the Dollar Equivalent on the date of issuance or renewal
of such Revolving Letter of Credit or (ii) in any month subsequent to the month
of issuance or renewal, the Dollar Equivalent on the first Business Day of such
subsequent month, in each case from and including the date issued to and
including the date of its expiration or earlier termination. The Borrower shall
pay to the Payment Agent on the 5th Business Day following receipt by the
Borrower of an invoice for such fees owing with respect to the prior calendar
month, the Letter of Credit fronting fee due with respect to each outstanding
Revolving Letter of Credit in respect of each Revolving Letter of Credit
outstanding commencing on the first such date to occur after such Revolving
Letter of Credit is issued, increased or extended and on the Maturity Date in
respect of the Revolving Credit Facility. The Payment Agent shall promptly remit
to the L/C Issuer any Letter of Credit fronting fee due to the L/C Issuer after
the Payment Agent's receipt of such fee.

              (k)   Conflict with Letter of Credit Application. In the event of

any conflict between the terms hereof and the terms of any Letter of Credit
Application, the terms hereof shall control.

              2.04. Reallocated Letters of Credit.

              (a)   The Reallocated Letter of Credit Sublimit.

              (i)   Subject to the terms and conditions set forth herein, (A)
         the L/C Issuer agrees, in reliance upon the agreements of the other
         Reallocated Facility Lenders set forth in this Section 2.04, (1) from
         time to time on any Business Day during the Reallocated Availability
         Period, to issue Reallocated Letters of Credit for the account of the
         Borrower (it being understood and agreed that subject to the other
         terms herein, the Borrower may obtain for its account Reallocated
         Letters of Credit on behalf of the Parent Guarantor or any of its
         Affiliates), and to amend or renew Reallocated Letters of Credit
         previously issued by it, in accordance with Section 2.04(b), and (2) to
         honor drafts under the Reallocated Letters of Credit; and (B) the
         Reallocated Facility Lenders severally agree to participate in
         Reallocated Letters of Credit issued for the account of the Borrower;
         provided that the L/C Issuer shall not be obligated to make any
         Reallocated L/C Credit Extension with respect to any Reallocated Letter
         of Credit, and no Reallocated Facility Lender shall be obligated to
         participate in any Reallocated Letter of Credit if as of the date of
         such Reallocated L/C Credit Extension, (x) the Total Outstandings would
         exceed the Aggregate Commitments, (y) the aggregate Outstanding Amount
         of the Reallocated Facility Loans of any Lender, plus such Lender's Pro
         Rata Share of the Outstanding Amount of all Reallocated L/C Obligations
         would exceed such Lender's Reallocated Facility Commitment, or (z) the
         Outstanding Amount of the Reallocated L/C Obligations would exceed the
         Reallocated Letter of Credit Sublimit. Within the foregoing limits, and
         subject to the terms and conditions hereof, the Borrower's ability to
         obtain Reallocated Letters of Credit shall be fully revolving, and
         accordingly the Borrower may, during the foregoing period, obtain
         Reallocated Letters of Credit to replace Letters of Credit that have
         expired or that have been drawn upon and reimbursed.

              (ii)  The L/C Issuer shall be under no obligation to issue any
         Reallocated Letter of Credit if:

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                (A)  any order, judgment or decree of any Governmental Authority
         or arbitrator shall by its terms purport to enjoin or restrain the L/C
         Issuer from issuing such Reallocated Letter of Credit, or any Law
         applicable to the L/C Issuer or any request or directive (whether or
         not having the force of law) from any Governmental Authority with
         jurisdiction over the L/C Issuer shall prohibit, or request that the
         L/C Issuer refrain from, the issuance of letters of credit generally or
         such Reallocated Letter of Credit in particular or shall impose upon
         the L/C Issuer with respect to such Reallocated Letter of Credit any
         restriction, reserve or capital requirement (for which the L/C Issuer
         is not otherwise compensated hereunder) not in effect on the Closing
         Date, or shall impose upon the L/C Issuer any unreimbursed loss, cost
         or expense which was not applicable on the Closing Date and which the
         L/C Issuer in good faith deems material to it;

                (B)  the expiry date of such requested Reallocated Letter of
         Credit would occur after the Letter of Credit Expiration Date, unless
         all the Reallocated Lenders have approved such expiry date and have
         agreed to extend their obligations under Section 2.04(c) with respect
         to such Reallocated Letter of Credit; or

                (C)  the issuance of such Reallocated Letter of Credit would
         violate one or more generally applicable policies of the L/C Issuer.

         (iii)  The L/C Issuer shall be under no obligation to amend any
    Reallocated Letter of Credit in any way (whether or not such amendment
    increases the amount of the applicable Letter of Credit ) (A) at any time on
    or after the Maturity Date, or (B) if the beneficiary of such Reallocated
    Letter of Credit does not accept the proposed amendment to such Reallocated
    Letter of Credit. In addition, and without limiting the terms of the first
    sentence of this Section 2.04(a)(iii), the L/C Issuer shall be under no
    obligation to amend any Reallocated Letter of Credit to increase the amount
    thereof if the L/C Issuer would have no obligation at such time to issue
    such Reallocated Letter of Credit in its amended form under the terms hereof
    by reason of the provisions of Section 2.04(a)(i), Section 2.04(a)(ii),
    Section 4.02 or otherwise.

         (b)    Procedures for Issuance and Amendment of Reallocated Letters of
Credit; Auto-Renewal Letters of Credit.

         (i)    Each Reallocated Letter of Credit shall be issued or amended, as
    the case may be, upon the request of the Borrower delivered to the L/C
    Issuer (with a copy to the Payment Agent) in the form of a Letter of Credit
    Application. Such Letter of Credit Application must be received by the L/C
    Issuer and the Payment Agent not later than 11:00 a.m. (eastern time) at
    least two Business Days (or such later date and time as the L/C Issuer may
    agree in a particular instance in its sole discretion) prior to the proposed
    issuance date or date of amendment, as the case may be. In the case of a
    request for an initial issuance of a Reallocated Letter of Credit, such
    Letter of Credit Application shall specify in form and detail reasonably
    satisfactory to the L/C Issuer: (A) the proposed issuance date of the
    requested Reallocated Letter of Credit (which shall be a Business Day); (B)
    the amount thereof; (C) the expiry date thereof; (D) the currency (which may

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         be Dollars, Canadian Dollars, Pounds, Sterling or Euros); (E) the name
         and address of the beneficiary thereof; (F) the account party or
         parties thereof; (G) the full text of any certificate to be presented
         by such beneficiary in case of any drawing thereunder; and (H) the
         transactions or obligations to be supported thereby. In the case of a
         request for an amendment of any outstanding Reallocated Letter of
         Credit, such Letter of Credit Application shall specify in form and
         detail reasonably satisfactory to the L/C Issuer (A) the Reallocated
         Letter of Credit to be amended; (B) the proposed date of amendment
         thereof (which shall be a Business Day); (C) the nature of the proposed
         amendment; and (D) such other matters consistent with the items set
         forth in clauses (A)-(H) in the preceding sentence as the L/C Issuer
         may reasonably require.

                (ii)  Promptly after receipt of any Letter of Credit
         Application, the L/C Issuer will confirm with the Payment Agent (by
         telephone or in writing) that the Payment Agent has received a copy of
         such Letter of Credit Application from the Borrower and, if not, the
         L/C Issuer will provide the Payment Agent with a copy thereof. Upon
         receipt by the L/C Issuer of confirmation from the Payment Agent that
         the requested issuance or amendment is permitted in accordance with the
         terms hereof, then, subject to the terms and conditions hereof, the L/C
         Issuer shall, on the requested date, issue a Reallocated Letter of
         Credit for the account of the Borrower or enter into the applicable
         amendment, as the case may be, in each case in accordance with the L/C
         Issuer's usual and customary business practices. Immediately upon the
         issuance of each Letter of Credit, each Reallocated Facility Lender
         shall be deemed to, and hereby irrevocably and unconditionally agrees
         to, purchase from the L/C Issuer a risk participation in such Letter of
         Credit in an amount equal to the product of such Lender's Pro Rata
         Share times the amount of such Reallocated Letter of Credit. The L/C
         Issuer shall not be obligated to make any independent determination as
         to whether the requested issuance or amendment is permitted in
         accordance with the terms hereof and, unless and until the L/C Issuer
         receives such confirmation from the Payment Agent, the L/C Issuer shall
         have no obligation to issue the requested Reallocated Letter of Credit.

                (iii) If the Borrower so requests in any applicable Letter of
         Credit Application, the L/C Issuer may, in its sole and absolute
         discretion, agree to issue an Auto-Renewal Letter of Credit. Unless
         otherwise directed by the L/C Issuer, the Borrower shall not be
         required to make a specific request to the L/C Issuer for any such
         renewal. Once an Auto-Renewal Letter of Credit has been issued, the
         Borrower and the Reallocated Lenders shall be deemed to have authorized
         (but may not require) the L/C Issuer to permit the renewal of such
         Reallocated Letter of Credit at any time to an expiry date not later
         than the Letter of Credit Expiration Date; provided, however, that (A)
         the L/C Issuer may give a notice of non-renewal and thereby prevent the
         renewal of an Auto-Renewal Letter of Credit if the L/C Issuer has
         determined at any time within 30 calendar days prior to the Nonrenewal
         Notice Date of such Auto-Renewal Letter of Credit that it would have no
         obligation at such time to issue such Reallocated Letter of Credit in
         its renewed form under the terms hereof (by reason of the provisions of
         Section 2.04(a)(i), Section 2.04(a)(ii), Section 2.04(a)(iii) or
         otherwise), and (B) the L/C Issuer shall not permit any such renewal if
         it has received notice (which may be by telephone, if immediately
         confirmed in writing, or in writing) on or before the day that is ten
         days

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         before the Nonrenewal Notice Date from the Payment Agent or the
         Borrower that one or more of the applicable conditions specified in
         Section 2.04(a)(i) is not then satisfied.

                (iv)  Promptly after its delivery of any Reallocated Letter of
         Credit or any amendment to a Letter of Credit to an advising bank with
         respect thereto or to the beneficiary thereof, the L/C Issuer will also
         deliver to the Borrower and the Payment Agent a true and complete copy
         of such Reallocated Letter of Credit or amendment.

                (c)   Drawings and Reimbursements; Funding of Participations.

                (i)   Upon receipt from the beneficiary of any Reallocated
         Letter of Credit of any notice of a drawing under such Reallocated
         Letter of Credit, the L/C Issuer shall promptly notify the Borrower and
         the Payment Agent thereof (which may be telephonic, promptly confirmed
         by telecopy). Not later than 12:00 p.m. (eastern time) on an Honor
         Date, the Borrower may reimburse the L/C Issuer through the Payment
         Agent in an amount equal to the Dollar Equivalent of such drawing. If
         the Borrower does not so reimburse the L/C Issuer on the date necessary
         to settle the obligations of the L/C Issuer under any draft drawn or
         demand made under a Reallocated Letter of Credit issued for its L/C
         account, the Payment Agent shall promptly notify each Reallocated
         Facility Lender of the Honor Date, the Dollar Equivalent of the
         unreimbursed drawing (the "Unreimbursed Reallocated Amount"), and the
         amount of such Reallocated Facility Lender's Pro Rata Share thereof. In
         such event, the Unreimbursed Reallocated Amount shall automatically be
         converted (unless the Borrower is in Default under Section 8.01(f) or
         (g)) to a Reallocated Facility Borrowing of Base Rate Loans to be
         disbursed on the Honor Date in an amount equal to the Dollar Equivalent
         of the Unreimbursed Reallocated Amount, without regard to the minimum
         and multiples specified in Section 2.02 for the principal amount of
         Base Rate Loans and without regard to whether the conditions in Section
         4.02 are then satisfied. Any notice given by the L/C Issuer or the
         Payment Agent pursuant to this Section 2.04(c)(i) may be given by
         telephone if immediately confirmed in writing; provided that the lack
         of such an immediate confirmation shall not affect the conclusiveness
         or binding effect of such notice.

                (ii)  Each Reallocated Facility Lender (including the Lender
         acting as L/C Issuer) shall upon any notice pursuant to Section
         2.04(c)(i) make funds available to the Payment Agent for the account of
         the L/C Issuer at the Payment Agent's Office in an amount equal to its
         Pro Rata Share of the Unreimbursed Reallocated Amount not later than
         1:00 p.m. (eastern time) on the Business Day specified in such notice
         by the Payment Agent, whereupon, subject to the provisions of Section
         2.04(c)(iii), each Reallocated Facility Lender that so makes funds
         available shall be deemed to have made a Base Rate Loan to the Borrower
         in such amount. The Payment Agent shall remit the funds so received to
         the L/C Issuer.

                (iii) Such Base Rate Loan shall be made as of the date of such
         settlement of such Reallocated Letter of Credit. The proceeds of such
         Base Rate Loan shall be paid by the Lenders to the Payment Agent for
         payment to the L/C Issuer of such Reallocated Letter of Credit (and the
         Payment Agent shall promptly pay such proceeds to such L/C Issuer) to
         reimburse the L/C Issuer of such Reallocated Letter of Credit for each
         Lender's

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         Percentage of the Dollar Equivalent of the amount actually disbursed by
         the L/C Issuer of such Reallocated Letter of Credit pursuant to such
         draft or demand. In the event that the L/C Issuer of a Reallocated
         Letter of Credit makes the Draw Amount available to the beneficiary of
         such Reallocated Letter of Credit and the Dollar Equivalent of such
         amount made available by the Lenders to the Payment Agent for payment
         to the L/C Issuer is not sufficient to enable the L/C Issuer to obtain
         Alternative Currency equal to the entire Draw Amount, the Borrower
         shall pay the Payment Agent on demand for the benefit of such L/C
         Issuer an amount equal to the Dollar Equivalent required to enable the
         L/C Issuer to obtain Alternative Currency equal to the Draw Amount, but
         any shortfall shall be immediately converted to an additional
         Reallocated Facility Borrowing of Base Rate Loans made by the Lenders
         to the Borrower to the extent the Borrower does not immediately make
         such payment, and the L/C Issuer shall be reimbursed therefrom. With
         respect to any Unreimbursed Reallocated Amount that is not fully
         refinanced by a Reallocated Facility Borrowing of Base Rate Loans
         because the Borrower is in Default under Section 8.01(f) or (g) or for
         any other reason, the Borrower shall be deemed to have incurred from
         the L/C Issuer a Reallocated L/C Borrowing in the amount of the
         Unreimbursed Reallocated Amount that is not so refinanced, which
         Reallocated L/C Borrowing shall be due and payable on demand (together
         with interest) and shall bear interest at the Default Rate. In such
         event, each Reallocated Facility Lender's payment to the Payment Agent
         for the account of the L/C Issuer pursuant to Section 2.04(c)(ii) shall
         be deemed payment in respect of its participation in such Reallocated
         L/C Borrowing and shall constitute a Reallocated L/C Advance from such
         Lender in satisfaction of its participation obligation under this
         Section 2.04.

               (iv) Until each Reallocated Facility Lender funds its Reallocated
         Facility Loan or Reallocated L/C Advance pursuant to this Section
         2.04(c) to reimburse the L/C Issuer for any amount drawn under any
         Letter of Credit, interest in respect of such Lender's Pro Rata Share
         of such amount shall be solely for the account of the L/C Issuer.

               (v)  Each Reallocated Facility Lender's obligation to make
         Reallocated Facility Loans or Reallocated L/C Advances to reimburse the
         L/C Issuer for amounts drawn under Reallocated Letters of Credit, as
         contemplated by this Section 2.04(c), shall be absolute and
         unconditional and shall not be affected by any circumstance, including
         (A) any setoff, counterclaim, recoupment, defense or other right which
         such Lender may have against the L/C Issuer, the Borrower or any other
         Person for any reason whatsoever; (B) the occurrence or continuance of
         a Default, or (C) any other occurrence, event or condition, whether or
         not similar to any of the foregoing; provided, however, that each
         Reallocated Facility Lender's obligation to make Reallocated Facility
         Loans (but not its obligation to make Reallocated L/C Advances)
         pursuant to Section 2.04(c) is subject to the Borrower not being in
         Default under Section 8.01(f) or (g). No such making of a Reallocated
         L/C Advance shall relieve or otherwise impair the obligation of the
         Borrower to reimburse the L/C Issuer for the amount of any payment made
         by the L/C Issuer under any Reallocated Letter of Credit, together with
         interest as provided herein.

               (vi) If any Reallocated Facility Lender fails to make available
         to the Payment Agent for the account of the L/C Issuer any amount
         required to be paid by such Lender pursuant to the foregoing provisions
         of this Section 2.04(c) by the time specified in

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         Section 2.04(c)(ii), the L/C Issuer shall be entitled to recover from
         such Lender (acting through the Payment Agent), on demand, such amount
         with interest thereon for the period from the date such payment is
         required to the date on which such payment is immediately available to
         the L/C Issuer at a rate per annum equal to the Federal Funds Rate from
         time to time in effect for the first three days and, thereafter, at a
         rate of interest equal to the Base Rate. A certificate of the L/C
         Issuer submitted to any Reallocated Facility Lender (through the
         Payment Agent) with respect to any amounts owing under this Section
         2.04(c)(vi) shall be conclusive absent manifest error.

               (vii) If at any time a distribution is to be made by the Payment
         Agent to any Lender and such Lender has failed to make available to the
         Payment Agent for the account of the L/C Issuer any amount required to
         be paid by such Lender pursuant to the foregoing provisions of this
         Section 2.04(c), the Payment Agent shall pay such distribution to the
         L/C Issuer, to the extent of such amount together with any interest
         accrued thereon pursuant to Section 2.04(c)(vi).

               (d)   Repayment of Participations.

               (i)   At any time after the L/C Issuer has made a payment under
         any Reallocated Letter of Credit and has received from any Reallocated
         Facility Lender such Lender's Reallocated L/C Advance in respect of
         such payment in accordance with Section 2.04(c), if the Payment Agent
         receives for the account of the L/C Issuer any payment in respect of
         the related Unreimbursed Reallocated Amount or interest thereon
         (whether directly from the Borrower or otherwise, including proceeds of
         Cash Collateral applied thereto by the Payment Agent), the Payment
         Agent will distribute to such Lender its Pro Rata Share thereof
         (appropriately adjusted, in the case of interest payments, to reflect
         the period of time during which such Lender's Reallocated L/C Advance
         was outstanding) in the same funds as those received by the Payment
         Agent.

               (ii)  If any payment received by the Payment Agent for the
         account of the L/C Issuer pursuant to Section 2.04(c)(i) is required to
         be returned under any of the circumstances described in Section 11.06
         (including pursuant to any settlement entered into by the L/C Issuer in
         its discretion), each Reallocated Facility Lender shall pay to the
         Payment Agent for the account of the L/C Issuer its Pro Rata Share
         thereof on demand of the Payment Agent, plus interest thereon from the
         date of such demand to the date such amount is returned by such Lender,
         at a rate per annum equal to the Federal Funds Rate from time to time
         in effect for the first three days and, thereafter, at a rate of
         interest equal to the Base Rate.

               (e)   Obligations Absolute. The obligation of the Borrower to
reimburse the L/C Issuer for each drawing under each Reallocated Letter of
Credit and (without duplication) to repay each Reallocated L/C Borrowing shall
be absolute, unconditional and irrevocable, and shall be paid strictly in
accordance with the terms of this Agreement under all circumstances, including
the following:

               (i)   any lack of validity or enforceability of such Reallocated
         Letter of Credit, this Agreement, or any other agreement or instrument
         relating thereto;

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               (ii)  the existence of any claim, counterclaim, setoff, defense
         or other right that the Borrower may have at any time against any
         beneficiary or any transferee of such Reallocated Letter of Credit (or
         any Person for whom any such beneficiary or any such transferee may be
         acting), the L/C Issuer or any other Person, whether in connection with
         this Agreement, the transactions contemplated hereby or by such
         Reallocated Letter of Credit or any agreement or instrument relating
         thereto, or any unrelated transaction;

               (iii) any draft, demand, certificate or other document presented
         under such Reallocated Letter of Credit proving to be forged,
         fraudulent, invalid or insufficient in any respect or any statement
         therein being untrue or inaccurate in any respect; or any loss or delay
         in the transmission or otherwise of any document required in order to
         make a drawing under such Reallocated Letter of Credit;

               (iv)  any payment by the L/C Issuer under such Reallocated Letter
         of Credit against presentation of a draft or certificate that does not
         strictly comply with the terms of such Reallocated Letter of Credit; or
         any payment made by the L/C Issuer under such Reallocated Letter of
         Credit to any Person purporting to be a trustee in bankruptcy,
         debtor-in-possession, assignee for the benefit of creditors,
         liquidator, receiver or other representative of or successor to any
         beneficiary or any transferee of such Reallocated Letter of Credit,
         including any arising in connection with any proceeding under any
         Debtor Relief Law;

               (v)   any exchange, release or nonperfection of any Collateral,
         or any release or amendment or waiver of or consent to departure from
         the Guaranty or any other guarantee, for all or any of the Obligations
         of the Borrower in respect of such Reallocated Letter of Credit; or

               (vi)  any other circumstance or happening whatsoever, whether or
         not similar to any of the foregoing, including any other circumstance
         that might otherwise constitute a defense available to, or a discharge
         of, the Borrower, except as otherwise provided in clause (f) of this
         Section 2.04.

The Borrower shall promptly examine a copy of each Reallocated Letter of Credit
and each amendment thereto that is delivered to it and, in the event of any
claim of noncompliance with the Borrower's instructions or other irregularity,
the Borrower will immediately notify the L/C Issuer. The Borrower shall be
conclusively deemed to have waived any such claim against the L/C Issuer and its
correspondents unless such notice is given as aforesaid.

               (f)   Role of L/C Issuer. Each Reallocated Facility Lender and
the Borrower agree that, in paying any drawing under a Reallocated Letter of
Credit, the L/C Issuer shall not have any responsibility to obtain any document
(other than any sight draft, certificates and documents expressly required by
the Reallocated Letter of Credit) or to ascertain or inquire as to the validity
or accuracy of any such document or the authority of the Person executing or
delivering any such document. None of the L/C Issuer, any Agent-Related Person
nor any of the respective correspondents, participants or assignees of the L/C
Issuer shall be liable to any Lender for (i) any action taken or omitted in
connection herewith at the request or with the approval of the Lenders or the
Required Reallocated Lenders, as applicable; (ii) any action taken

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or omitted in the absence of gross negligence or willful misconduct; or (iii)
the due execution, effectiveness, validity or enforceability of any document or
instrument related to any Reallocated Letter of Credit or Letter of Credit
Application. The Borrower hereby assumes all risks of the acts or omissions of
any beneficiary or transferee with respect to its use of any Reallocated Letter
of Credit; provided, however, that this assumption is not intended to, and shall
not, preclude the Borrower's pursuing such rights and remedies as it may have
against the beneficiary or transferee at law or under any other agreement. None
of the L/C Issuer, any Agent-Related Person, nor any of the respective
correspondents, participants or assignees of the L/C Issuer, shall be liable or
responsible for any of the matters described in clauses (i) through (v) of
Section 2.04(e); provided, however, that anything in such clauses to the
contrary notwithstanding, the Borrower may have a claim against the L/C Issuer,
and the L/C Issuer may be liable to the Borrower, to the extent, but only to the
extent, of any direct, as opposed to consequential or exemplary, damages
suffered by the Borrower which the Borrower proves were caused by the L/C
Issuer's willful misconduct or gross negligence or the L/C Issuer's willful
failure to pay under any Reallocated Letter of Credit after the presentation to
it by the beneficiary of a sight draft and certificate(s) strictly complying
with the terms and conditions of a Reallocated Letter of Credit AND THE PARENT
GUARANTOR AND THE BORROWER FOR THEMSELVES AND THEIR SUBSIDIARIES, HEREBY WAIVES
AND RELINQUISHES ANY AND ALL CLAIMS IT MAY HAVE FOR INCIDENTAL, CONSEQUENTIAL OR
EXEMPLARY DAMAGES AND FOR DIRECT DAMAGES RESULTING FROM NEGLIGENCE BY THE L/C
ISSUER WHICH DOES NOT RISE TO THE LEVEL OF GROSS NEGLIGENCE OR WILLFUL
MISCONDUCT. In furtherance and not in limitation of the foregoing, the L/C
Issuer may accept documents that appear on their face to be in order, without
responsibility for further investigation, regardless of any notice or
information to the contrary, and the L/C Issuer shall not be responsible for the
validity or sufficiency of any instrument transferring or assigning or
purporting to transfer or assign a Reallocated Letter of Credit or the rights or
benefits thereunder or proceeds thereof, in whole or in part, which may prove to
be invalid or ineffective for any reason.

         (g)   Cash Collateral. Upon the request of the Payment Agent or the L/C
Issuer to the Borrower, if, as of the Letter of Credit Expiration Date, any
Reallocated Letter of Credit may for any reason remain outstanding and partially
or wholly undrawn, the Borrower shall immediately Cash Collateralize the then
Outstanding Amount of all Reallocated L/C Obligations (in an amount equal to
such Outstanding Amount determined as of the Letter of Credit Expiration Date).
The Borrower hereby grants to the Collateral Agent, for the benefit of the L/C
Issuer and the Reallocated Credit Lenders, a security interest in all such cash,
deposit accounts and all balances therein and all proceeds of the foregoing.
Cash Collateral shall be maintained in a Cash Collateral Account. If at any time
the Collateral Agent determines that any funds held as Cash Collateral are
subject to any right or claim of any Person other than the Collateral Agent or
that the total amount of such funds is less than the aggregate Outstanding
Amount of all Reallocated L/C Obligations that are required to be Cash
Collateralized at such time, the Borrower will, forthwith upon demand by the
Collateral Agent, pay to the Collateral Agent, as additional funds to be
deposited and held in such Cash Collateral Account, an amount equal to the
excess of (a) such aggregate Outstanding Amount over (b) the total amount of
funds, if any, then held as Cash Collateral that the Collateral Agent determines
to be free and clear of any such right and claim. Upon the drawing of any
Reallocated Letter of Credit for which funds are on deposit as Cash Collateral,
such funds shall be applied, to the extent permitted under applicable

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law, to reimburse the L/C Issuer. So long as no Event of Default shall have
occurred and be continuing, upon payment, expiration or termination of a Letter
of Credit that was Cash Collateralized, applicable amounts on deposit in Cash
Collateral Accounts shall be promptly returned to the Borrower.

               (h)   Applicability of ISP98 and UCP. Unless otherwise expressly
agreed by the L/C Issuer and the Borrower when a Reallocated Letter of Credit is
issued (including any such agreement applicable to an Existing Letter of
Credit), (i) the rules of the "International Standby Practices 1998" published
by the Institute of International Banking Law & Practice (or such later version
thereof as may be in effect at the time of issuance) shall apply to each standby
Letter of Credit, and (ii) the rules of the Uniform Customs and Practice for
Documentary Credits, as most recently published by the ICC at the time of
issuance (including the ICC decision published by the Commission on Banking
Technique and Practice on April 6, 1998 regarding the European single currency
(euro)) shall apply to each commercial Letter of Credit, and to the extent not
inconsistent with the above referred rules, the laws of the State of New York.

               (i)   Letter of Credit Fees. The Borrower shall pay to the
Payment Agent for the account of each Reallocated Credit Lender in accordance
with its Pro Rata Share a Letter of Credit fee for each Reallocated Letter of
Credit equal to the Applicable Rate per annum for Eurodollar Rate Loans times
the daily maximum amount available to be drawn under such Reallocated Letter of
Credit provided, however, that for purposes of this Section 2.04(i), the Dollar
Equivalent of each Reallocated Letter of Credit in an Alternative Currency will
be deemed to be, on any day (i) during the month the Reallocated Letter of
Credit was issued or renewed, the Dollar Equivalent on the date of issuance or
renewal of such Reallocated Letter of Credit or (ii) in any month subsequent to
the month of issuance or renewal, the Dollar Equivalent on the first Business
Day of such subsequent month, in each case from and including the date issued to
and including the date of its expiration or earlier termination. Such letter of
credit fees shall be computed on a monthly basis in arrears. Such letter of
credit fees shall be due and payable on the 5th Business Day following receipt
by the Borrower of an invoice for such Letter of Credit fees owing with respect
to the prior calendar month commencing with the first such date to occur after
the issuance of such Letter of Credit.

               (j)   Fronting Fee and Documentary and Processing Charges Payable
to L/C Issuer. The Borrower hereby agrees to pay to the L/C Issuer solely for
its benefit, (i) in the case of Reallocated Letters of Credit that are standby
Letters of Credit a Letter of Credit fronting fee of 15.0 basis points per annum
(calculated for the actual number of days elapsed on the basis of a year
consisting of 365, or when appropriate 366, days) on the daily average available
amount under each such Reallocated Letter of Credit issued, increased or
extended by the L/C Issuer from and including the date issued, increased or
extended to and including the date of its expiration or earlier termination,
(ii) in the case of Reallocated Letters of Credit that are commercial Letters of
Credit a Letter of Credit fronting fee of 15.0 basis points per annum
(calculated for the actual number of days elapsed on the basis of a year
consisting of 365, or when appropriate 366, days) on the daily average available
amount under each such Reallocated Letter of Credit issued, increased or
extended by the L/C Issuer from and including the date issued, increased or
extended to and including the date of its expiration or earlier termination, and
(iii) a fee for each issuance, amendment or renewal of, and for each negotiation
of a draft drawn under, a Reallocated Letter of Credit issued, increased or
extended by such L/C Issuer in

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the amount customarily charged by such L/C Issuer from time to time or such
other amount that may be agreed to in writing from time to time by the L/C
Issuer and the Borrower provided, however, that for purposes of this Section
2.04, the Dollar Equivalent of each Reallocated Letter of Credit in an
Alternative Currency will be deemed to be, on any day (i) during the month the
Letter of Credit was issued or renewed, the Dollar Equivalent on the date of
issuance or renewal of such Reallocated Letter of Credit or (ii) in any month
subsequent to the month of issuance or renewal, the Dollar Equivalent on the
first Business Day of such subsequent month, in each case from and including the
date issued to and including the date of its expiration or earlier termination.
The Borrower shall pay to the Payment Agent on the 5th Business Day following
receipt by the Borrower of an invoice for such fees owing with respect to the
prior calendar month the Letter of Credit fronting fee due with respect to each
outstanding Reallocated Letter of Credit in respect of each Reallocated Letter
of Credit outstanding, commencing on the first such date to occur after such
Reallocated Letter of Credit is issued, increased or extended and on the
Maturity Date in respect of the Reallocated Facility. The Payment Agent shall
promptly remit to the L/C Issuer any Letter of Credit fronting fee due to the
L/C Issuer after the Payment Agent's receipt of such fee.

               (k)   Conflict with Letter of Credit Application. In the event of
any conflict between the terms hereof and the terms of any Letter of Credit
Application, the terms hereof shall control.

               2.05. Prepayments.

               (a)   Optional. The Borrower may, upon notice to the Payment
Agent, at any time or from time to time voluntarily prepay Loans in whole or in
part without premium or penalty; provided that (1) such notice must be received
by the Payment Agent not later than 11:00 a.m. (eastern time) on the date of
prepayment of any Loans; (2) any prepayment of Eurodollar Rate Loans shall be in
a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess
thereof; and (3) any prepayment of Base Rate Loans shall be in a principal
amount of $500,000 or a whole multiple of $100,000 in excess thereof or, in each
case, if less, the entire principal amount thereof then outstanding. Each such
notice shall specify the date and amount of such prepayment and the Type(s) of
Loans to be prepaid. The Payment Agent will promptly notify each Lender of its
receipt of each such notice, and of the amount of such Lender's Pro Rata Share
of such prepayment. If such notice is given by the Borrower, the Borrower shall
make such prepayment and the payment amount specified in such notice shall be
due and payable on the date specified therein. Any prepayment of a Eurodollar
Rate Loan shall be accompanied by all accrued interest thereon, together with
any additional amounts required pursuant to Section 3.05. Each prepayment of the
outstanding Loans pursuant to this Section 2.05(a) (other than a prepayment
solely in respect of the Revolving Credit Facility or the Reallocated Facility)
shall be applied ratably to each of the Facilities in respect of the Revolving
Credit Facility (in the manner set forth in Section 2.05(b)(ix)) and in respect
of the Reallocated Facility (in the manner set forth in Section 2.05(b)(x)) and
to the Appropriate Lenders in respect of each Facility in accordance with their
respective Pro Rata Shares. It is further agreed that all prepayments of the
Revolving Credit Facility pursuant to this Section 2.05(a) shall be first
applied to that portion of the Revolving Credit Facility which is not secured by
the Principal Property.

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               (b)   Mandatory. (i) If the Parent Guarantor or any of its
Subsidiaries Disposes of any property or assets (other than any Disposition of
any property or assets permitted by Section 7.05 (other than Section 7.05(h)
thereof)) not in the ordinary course of business which in the aggregate results
in the realization by the Parent Guarantor or such Subsidiary of Net Cash
Proceeds (determined as of the date of such Disposition, whether or not such Net
Cash Proceeds are then received by the Parent Guarantor or such Subsidiary), the
Borrower shall prepay an aggregate principal amount of Loans equal to the
Lenders' Portion of 100% of all Net Cash Proceeds received therefrom within five
(5) Business Days after receipt thereof by the Borrower or such Subsidiary. Each
prepayment of Loans pursuant to this Section 2.05(b)(i) arising from the
Disposition of Term B Collateral shall be applied, first, to the Term B Facility
and, second, ratably to the Term A Facility, the Revolving Credit Facility (in
the manner set forth in Section 2.05(b)(ix)) and the Reallocated Facility (in
the manner set forth in Section 2.05(b)(x)). Each prepayment of Loans pursuant
to this Section 2.05(b)(i) arising from the Disposition of any other Collateral
shall be applied, first, ratably to the Term A Facility, the Revolving Credit
Facility (in the manner set forth in Section 2.05(b)(ix)) and the Reallocated
Facility (in the manner set forth in Section 2.05 (b)(x)) and second, to the
Term B Facility.

               (ii)  Subject to the provisions of Section 2.05(d), upon the sale
by the Parent Guarantor or any of its Subsidiaries of any of its capital stock
or other Equity Interests, the Borrower shall prepay an aggregate principal
amount of Loans equal to 50% of all Net Cash Proceeds received therefrom within
five (5) Business Days after receipt thereof by the Parent Guarantor or such
Subsidiary. Each prepayment of Loans pursuant to this Section 2.05(b)(ii)
arising from a sale by any Person of any of its capital stock or other Equity
Interests (other than Illinova and its Subsidiaries) shall be applied, first,
ratably to the Term A Facility, the Revolving Credit Facility (in the manner set
forth in Section 2.05(b)(ix)) and the Reallocated Facility (in the manner set
forth in Section 2.05(b)(x)) and second, to the Term B Facility. Each prepayment
of Loans pursuant to this Section 2.05(b)(ii) arising from a sale of any of its
capital stock or other Equity Interests by Illinova or its Subsidiaries shall be
applied, first, to the Term B Facility and second, ratably to the Term A
Facility, the Revolving Credit Facility (in the manner set forth in Section
2.05(b)(ix)) and the Reallocated Facility (in the manner set forth in Section
2.05(b)(x)).

               (iii) Subject to the provisions of Section 2.05(d), upon the
incurrence or issuance by the Parent Guarantor or any of its Subsidiaries of any
Indebtedness (other than Indebtedness expressly permitted to be incurred or
issued pursuant to Section 7.03(a) or (b) (other than any Subordinated
Indebtedness), the Borrower shall prepay an aggregate principal amount of Loans
equal to 100% of all Net Cash Proceeds received therefrom within five (5)
Business Days after receipt thereof by the Parent Guarantor or such Subsidiary.
Each prepayment of Loans pursuant to this Section 2.05(b)(iii) arising from an
incurrence or issuance by any Person of any Indebtedness (other than Illinova
and its Subsidiaries) shall be applied, first, ratably to the Term A Facility,
the Revolving Credit Facility (in the manner set forth in Section 2.05(b)(ix))
and the Reallocated Facility (in the manner set forth in Section 2.05(b)(x)) and
second, to the Term B Facility. Each prepayment of Loans pursuant to this
Section 2.05(b)(iii) arising from an incurrence or issuance by Illinova or its
Subsidiaries of any Indebtedness shall be applied, first, to the Term B Facility
and second, ratably to the Term A Facility, the Revolving Credit Facility (in
the manner set forth in Section 2.05(b)(ix)) and the Reallocated Facility (in
the manner set forth in Section 2.05(b)(x)).

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               (iv)   Subject to the provisions of Section 2.05(d), upon the
incurrence or issuance by the Parent Guarantor or any of its Subsidiaries of any
Subordinated Indebtedness, the Borrower shall prepay an aggregate principal
amount of Loans equal to 50% of all Net Cash Proceeds received therefrom within
five (5) Business Days after receipt thereof by the Parent or such Subsidiary.
Each prepayment of Loans pursuant to this Section 2.05(b)(iv) arising from an
incurrence or issuance by any Person (other than Illinova and its Subsidiaries)
shall be applied, first, ratably to the Term A Facility, the Revolving Credit
Facility (in the manner set forth in Section 2.05(b)(ix)) and the Reallocated
Facility (in the manner set forth in Section 2.05(b)(x)), and second, to the
Term B Facility. Each prepayment of Loans pursuant to this Section 2.05(b)(iv)
arising from an incurrence or issuance by Illinova or its Subsidiaries shall be
applied, first, to the Term B Facility and second, ratably to the Term A
Facility, the Revolving Credit Facility (in the manner set forth in Section
2.05(b)(ix)) and the Reallocated Facility (in the manner set forth in Section
2.05(b)(x)).

               (v)    Upon the receipt by the Parent Guarantor or any of its
Subsidiaries of an Extraordinary Receipt and not otherwise included in clause
(i), (ii), (iii) or (iv) of this Section 2.05(b) arising out of an Extraordinary
Receipt by any Person, the Borrower shall prepay an aggregate principal amount
of Loans equal to 50% of all Net Cash Proceeds received therefrom within fifteen
(15) Business Days after receipt thereof by the Borrower or such Subsidiary.
Each prepayment of Loans pursuant to this Section 2.05(b)(v) arising from an
Extraordinary Receipt of the Parent Guarantor or any of its Subsidiaries (other
than Illinova and its Subsidiaries) shall be applied, first, ratably to the Term
A Facility, the Revolving Credit Facility (in the manner set forth in Section
2.05(b)(ix)) and the Reallocated Facility (in the manner set forth in Section
2.05(b)(x)) and second, to the Term B Facility. Each prepayment of Loans
pursuant to this Section 2.05(b)(v) arising from an Extraordinary Receipt of
Illinova or its Subsidiaries shall be applied, first, to the Term B Facility and
second, ratably to the Term A Facility, the Revolving Credit Facility (in the
manner set forth in Section 2.05(b)(ix)) and the Reallocated Facility (in the
manner set forth in Section 2.05(b)(x)).

               (vi)   Upon the making of any Cash Distribution by the Parent
Guarantor or any of its Subsidiaries to any holder of Equity Interests in the
Parent Guarantor (other than any Cash Distribution expressly permitted by the
terms of this Agreement (including, without limitation, Section 7.06(c)), the
Borrower shall immediately prepay in full the Facilities and Cash Collateralize
in full the Revolving L/C Obligations and the Reallocated L/C Obligations.

               (vii)  If for any reason the aggregate Outstanding Amount of all
Revolving Credit Loans and Revolving L/C Obligations at any time exceeds the
aggregate Revolving Credit Commitments then in effect, the Borrower shall
immediately prepay Revolving Credit Loans and/or Cash Collateralize the
Revolving L/C Obligations in an aggregate amount equal to such excess; provided,
however, that the Borrower shall not be required to Cash Collateralize the
Revolving L/C Obligations pursuant to this Section 2.05(b)(vii) unless after the
prepayment in full of the Revolving Credit Loans the aggregate Outstanding
Amount of all Revolving Credit Loans exceeds the aggregate Revolving Credit
Commitments then in effect.

               (viii) If for any reason the aggregate Outstanding Amount of all
Reallocated Loans and Reallocated L/C Obligations at any time exceeds the
aggregate Reallocated Facility Commitments then in effect, the Borrower shall
immediately prepay Reallocated Loans and/or

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<PAGE>

Cash Collateralize the Reallocated L/C Obligations in an aggregate amount equal
to such excess; provided, however, that the Borrower shall not be required to
Cash Collateralize the Reallocated L/C Obligations pursuant to this Section
2.05(b)(viii) unless after the prepayment in full of the Reallocated Loans the
aggregate Outstanding Amount of all Reallocated Loans exceed the aggregate
Reallocated Facility Commitments then in effect.

               (ix)   Prepayments of the Revolving Credit Facility made pursuant
to Section 2.05(a) (other than a prepayment solely in respect of the Revolving
Credit Facility) or clause (i), (ii), (iii), (iv), (v) or (vii) of this Section
2.05(b), first, shall be applied to prepay Revolving L/C Borrowings outstanding
at such time until all such Revolving L/C Borrowings are paid in full, second,
shall be applied to prepay Revolving Credit Loans outstanding at such time until
all such Revolving Credit Loans are paid in full and, third, shall be used to
Cash Collateralize the Revolving L/C Obligations; and, in the case of
prepayments of the Revolving Credit Facility required pursuant to Section
2.05(a) (other than a prepayment solely in respect of the Revolving Credit
Facility) or clause (i), (ii), (iii), (iv) or (v) of this Section 2.05(b), the
amount remaining, if any, after the prepayment in full of all Revolving Credit
Loans and Revolving L/C Borrowings outstanding at such time and the Revolving
L/C Obligations have been Cash Collateralized in full (the sum of such
prepayment amounts, cash collateralization amounts and remaining amount being,
collectively, the "Revolving Reduction Amount") may be retained by the Borrower
for use in the ordinary course of its business, and the Revolving Credit
Facility shall be automatically and permanently reduced as set forth in Section
2.06(b)(iii); provided, that in lieu of permanently reducing the Revolving
Credit Facility in connection with a required prepayment under Section 2.05(a)
or (b), the Borrower may Cash Collateralize the Revolving Credit Facility in an
amount equal to the applicable Revolving Reduction Amount. Upon the drawing of
any Revolving Letter of Credit which has been Cash Collateralized, such funds
shall be applied (without any further action by or notice to or from the
Borrower or any other Loan Party) to reimburse the L/C Issuer or the Revolving
Credit Lenders, as applicable. It is further agreed that all prepayments of the
Revolving Credit Facility pursuant to this Section 2.05(b) shall be first
applied to that portion of the Revolving Credit Facility which is not secured by
the Principal Property. For so long as no Event of Default has occurred and is
continuing, Cash Collateral shall be released to the Borrower (i) upon the
termination of any such Letter of Credit or the expiration of any such Letter of
Credit, in an amount equal to the Cash Collateral pledged in respect of such
Revolving Letter of Credit or (ii) upon the permanent reduction of the Revolving
Credit Commitments, in an amount equal to the Cash Collateral pledged in respect
of such Revolving Credit Commitments.

               (x)    Prepayments of the Reallocated Facility made pursuant to
Section 2.05(a) (other than a prepayment solely in respect of the Revolving
Credit Facility or the Reallocated Facility) or clause (i), (ii), (iii), (iv),
(v) or (viii) of this Section 2.05(b), first, shall be applied to prepay
Reallocated L/C Borrowings outstanding at such time until all such Reallocated
L/C Borrowings are paid in full, second, shall be applied to prepay Reallocated
Loans outstanding at such time until all such Reallocated Loans are paid in full
and, third, shall be used to Cash Collateralize the Reallocated L/C Obligations
and, in the case of prepayments of the Reallocated Facility required pursuant to
Section 2.05(a) (other than a prepayment solely in respect of the Revolving
Credit Facility or the Reallocated Facility) or clause (i), (ii), (iii), (iv) or
(v) of this Section 2.05(b), the amount remaining, if any, after the prepayment
in full of all Reallocated Loans and Reallocated L/C Borrowings outstanding at
such time and the Reallocated L/C

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Obligations have been Cash Collateralized in full (the sum of such prepayment
amounts, cash collateralization amounts and remaining amount being,
collectively, the "Reallocation Reduction Amount") may be retained by the
Borrower for use in the ordinary course of its business, and the Reallocated
Facility shall be automatically and permanently reduced as set forth in Section
2.06(b)(iv); provided, that in lieu of permanently reducing the Reallocated
Facility in connection with a required prepayment under Section 2.05(a) or (b),
the Borrower may Cash Collateralize the Reallocated Facility in an amount equal
to the applicable Reallocation Reduction Amount. Upon the drawing of any
Reallocated Letter of Credit which has been Cash Collateralized, such funds
shall be applied (without any further action by or notice to or from the
Borrower or any other Loan Party) to reimburse the L/C Issuer or the Reallocated
Facility Lenders, as applicable. For so long as no Event of Default has occurred
and is continuing, Cash Collateral shall be released to the Borrower (i) upon
the termination of any such Letter of Credit or the expiration of any such
Letter of Credit, in an amount equal to the Cash Collateral pledged in respect
of such Reallocated Letter of Credit or (ii) upon the permanent reduction of the
Reallocated Facility Commitments, in an amount equal to the Cash Collateral
pledged in respect of such Reallocated Facility Commitments.

               (c)    Prepayments to Include Accrued Interest, Etc. All
prepayments under this Section 2.05 shall be made together with (i) accrued and
unpaid interest to the date of such prepayment on the principal amount so
prepaid and (ii) in the case of any such prepayment of a Eurodollar Rate Loan on
a date other than the last day of an Interest Period therefor, any amounts owing
in respect of such Eurodollar Rate Loan pursuant to Section 3.05.
Notwithstanding any of the other provisions of clause (i), (ii), (iii), (iv) or
(v) of Section 2.05(b), so long as no Default shall have occurred and be
continuing, if any prepayment of Eurodollar Rate Loans is required to be made
under clause (i), (ii), (iii), (iv) or (v) of Section 2.05(b), other than on the
last day of the Interest Period therefor, the Borrower may, in its sole
discretion, deposit the amount of any such prepayment otherwise required to be
made thereunder into a Cash Collateral Account until the last day of such
Interest Period, at which time the Payment Agent shall be authorized (without
any further action by or notice to or from the Borrower or any other Loan Party)
to apply such amount to the prepayment of such Loans in accordance with Section
2.05(b). Upon the occurrence of a Default, the Payment Agent shall also be
authorized (without any further action by or notice to or from the Borrower or
any other Loan Party) to apply such amount to the prepayment of the outstanding
Loans in accordance with Section 2.05(b).

               (d)    Minimum Amounts. Notwithstanding any of the other
provisions of clause (ii), (iii) or (iv) of Section 2.05(b), so long as no
Default under Section 8.01(a) or Section 8.01(f) or Event of Default shall have
occurred and be continuing, if, on any date on which a prepayment would
otherwise be required to be made pursuant to clause (ii), (iii) or (iv) of
Section 2.05(b), the aggregate amount of Net Cash Proceeds required by such
clause to be applied to prepay Loans on such date is less than or equal to
$5,000,000, the Borrower may defer such prepayment until the first date on which
the aggregate amount of Net Cash Proceeds or other amounts otherwise required
under clause (ii), (iii) or (iv) of Section 2.05(b) to be applied to prepay
Loans exceeds $5,000,000. During such deferral period the Borrower may apply all
or any part of such aggregate amount to prepay Revolving Credit Loans and may,
subject to the fulfillment of the applicable conditions set forth in Article IV,
reborrow such amounts (which amounts, to the extent originally constituting Net
Cash Proceeds, shall be deemed to retain their original character as Net Cash
Proceeds when so reborrowed) for application as required by

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Section 2.05(b). Upon the occurrence of a Default under Section 8.01(a) or
Section 8.01(f) or Event of Default, the Borrower shall immediately prepay the
Loans in the amount of all Net Cash Proceeds received by the Borrower and other
amounts, as applicable, that are required to be applied to prepay Loans under
Section 2.05(b) (without giving effect to the first and second sentences of this
Section 2.05(d)) but which have not previously been so applied.

           2.06. Termination or Reduction of Commitments.

           (a)   Optional. The Borrower may, upon notice to the Payment Agent,
terminate the unused portions of the Revolving Letter of Credit Sublimit, the
Reallocated Letter of Credit Sublimit, or the unused Reallocated Credit
Commitments, or from time to time permanently reduce the unused portions of the
Term Commitments, the Revolving Letter of Credit Sublimit, the Reallocated
Letter of Credit Sublimit, or the unused Reallocated Credit Commitments;
provided that (i) any such notice shall be received by the Payment Agent not
later than 11:00 a.m. (eastern time) three (3) Business Days prior to the date
of termination or reduction, (ii) any such partial reduction shall be in an
aggregate amount of $5,000,000 or any whole multiple of $1,000,000 in excess
thereof and (iii) the Borrower shall not terminate or reduce the unused portions
of the Term Commitments, the Revolving Letter of Credit Sublimit, the
Reallocated Letter of Credit Sublimit, or the unused Reallocated Credit
Commitments if, after giving effect thereto and to any concurrent prepayments
hereunder, the Total Outstandings would exceed the Aggregate Commitments.

           (b)   Mandatory. (i) The Term A Facility shall be automatically and
permanently reduced upon each repayment or prepayment of the outstanding Term A
Loans, by an amount equal to the amount by which (A) the Term A Facility
immediately prior to such reduction exceeds (B) the aggregate principal amount
of all Term A Loans outstanding at such time.

           (ii)  The Term B Facility shall be automatically and permanently
reduced upon each repayment or prepayment of the outstanding Term B Loans, by an
amount equal to the amount by which (A) the Term B Facility immediately prior to
such reduction exceeds (B) the aggregate principal amount of all Term B Loans
outstanding at such time.

           (iii) The Revolving Credit Facility shall be automatically and
permanently reduced on each date on which the prepayment of Revolving Credit
Loans outstanding thereunder is required to be made pursuant to Section 2.05(a)
(other than a prepayment solely in respect of the Revolving Credit Facility) or
Section 2.05(b)(i), (ii), (iii), (iv) or (v) by an amount equal to the
applicable Revolving Reduction Amount; provided, that in lieu of permanently
reducing the Revolving Credit Facility in connection with a required prepayment
under Section 2.05(a) or Section 2.05(b), the Borrower may Cash Collateralize
the Revolving Credit Facility in an amount equal to the applicable Revolving
Reduction Amount.

           (iv)  The Reallocated Facility shall be automatically and permanently
reduced on each date on which the prepayment of Reallocated Loans outstanding
thereunder is required to be made pursuant to Section 2.05(a) (other than a
prepayment solely in respect of the Reallocated Facility) or Section 2.05(b)(i),
(ii), (iii), (iv) or (v) by an amount equal to the applicable Reallocation
Reduction Amount; provided, that in lieu of permanently reducing the

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Reallocated Facility in connection with a required prepayment under Section
2.05(a) or Section 2.05(b), the Borrower may Cash Collateralize the Reallocated
Credit Facility in an amount equal to the applicable Reallocation Reduction
Amount.

           (v)   If after giving effect to any reduction or termination of
unused Commitments under this Section 2.06, the Revolving Letter of Credit
Sublimit exceeds the amount of the aggregate Revolving Credit Commitments or the
Reallocated Letter of Credit Sublimit exceeds the amount of the aggregate
Reallocated Facility Commitments, such Sublimit shall be automatically reduced
by the amount of such excess.

           (vi)  Each of the Commitments shall be terminated upon the making of
any Cash Distribution by the Parent Guarantor or any of its Subsidiaries to any
holder of Equity Interests in the Parent Guarantor (other than any Cash
Distribution expressly permitted by the terms of this Agreement).

           (c)   Application of Commitment Reductions; Payment of Fees. The
Payment Agent will promptly notify the Lenders of any termination or reduction
of unused portions of the Term Commitments, the Revolving Letter of Credit
Sublimit, the Reallocated Letter of Credit Sublimit, the unused Revolving Credit
Commitment or the unused Reallocated Facility Commitment under this Section
2.06. Upon any reduction of unused Commitments under a Facility, the Commitment
of each Lender under such Facility shall be reduced by such Lender's Pro Rata
Share of the amount by which such Facility is reduced. All commitment fees
accrued until the effective date of any termination of the Aggregate Commitments
shall be paid on the 5th Business day following receipt by the Borrower of an
invoice on the first such date to occur after the effective date of such
termination.

           2.07. Repayment of Loans.

           (a)   Term A Loans. The Borrower shall repay to the Payment Agent for
the ratable account of the Term A Lenders the aggregate principal amount of all
Term A Loans outstanding on the Maturity Date for the Term A Facility.

           (b)   Term B Loans. The Borrower shall repay to the Payment Agent for
the ratable account of the Term B Lenders the aggregate principal amount of all
Term B Loans outstanding on the Maturity Date for the Term B Facility.

           (c)   Revolving Credit Loans. The Borrower shall repay to the Payment
Agent for the ratable account of the Revolving Credit Lenders on the Maturity
Date for the Revolving Credit Facility the aggregate principal amount of all
Revolving Credit Loans outstanding on such date.

           (d)   Reallocated Facility Loans. The Borrower shall repay to the
Payment Agent for the ratable account of the Reallocated Facility Lenders on the
Maturity Date for the Reallocated Facility the aggregate principal amount of all
Reallocated Loans outstanding on such date.

           2.08. Interest.

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           (a)   Subject to the provisions of Section 2.08(b), (i) each
Eurodollar Rate Loan shall bear interest on the outstanding principal amount
thereof for each Interest Period at a rate per annum equal to the Eurodollar
Rate for such Interest Period plus the Applicable Rate; and (ii) each Base Rate
Loan shall bear interest on the outstanding principal amount thereof from the
applicable borrowing date at a rate per annum equal to the Base Rate plus the
Applicable Rate.

           (b)   Subject to the provisions of Section 11.10, if any amount
payable by the Borrower under any Loan Document is not paid when due (without
regard to any applicable grace periods), whether at stated maturity, by
acceleration or otherwise, such amount shall thereafter bear interest at a
fluctuating interest rate per annum at all times equal to the Default Rate to
the fullest extent permitted by applicable Laws. Furthermore, while any Event of
Default exists, the Borrower shall pay interest on the principal amount of all
outstanding Obligations hereunder at a fluctuating interest rate per annum at
all times equal to the Default Rate to the fullest extent permitted by
applicable Laws. Accrued and unpaid interest on past due amounts (including
interest on past due interest) shall be due and payable upon demand.

           (c)   Interest on each Loan shall be due and payable in arrears on
each Interest Payment Date applicable thereto and at such other times as may be
specified herein. Interest hereunder shall be due and payable in accordance with
the terms hereof before and after judgment, and before and after the
commencement of any proceeding under any Debtor Relief Law.

           2.09. Fees. In addition to certain fees described in Sections 2.03(i)
and (j) and 2.04(i) and (j):

           (a)   Commitment Fee. The Borrower shall pay to the Payment Agent for
the account of each Appropriate Lender in accordance with its Pro Rata Share, a
commitment fee equal to 0.50% per annum times the actual daily amount by which
(i) in the case of the Revolving Credit Lenders, the aggregate Revolving Credit
Commitments exceed the sum of (A) the Outstanding Amount of Revolving Credit
Loans and (B) the Outstanding Amount of Revolving L/C Obligations and (ii) in
the case of the Reallocated Facility Lenders, the aggregate Reallocated Facility
Commitments exceed the sum of (A) the Outstanding Amount of Reallocated Facility
Loans and (B) the Outstanding Amount of Reallocated L/C Obligations; provided,
however, that any commitment fee accrued with respect to any of the Commitments
of a Defaulting Lender during the period prior to the time such Lender became a
Defaulting Lender and unpaid at such time shall not be payable by the Borrower
so long as such Lender shall be a Defaulting Lender except to the extent that
such commitment fee shall otherwise have been due and payable by the Borrower
prior to such time; and provided further that no commitment fee shall accrue on
any of the Commitments of a Defaulting Lender so long as such Lender shall be a
Defaulting Lender. The commitment fee shall accrue at all times during the
Revolving Availability Period and the Reallocated Availability Period, as
applicable, including at any time during which one or more of the conditions in
Article IV is not met, and shall be due and payable monthly in arrears on the
5th Business Day following receipt by the Borrower of an invoice with
appropriate back up, commencing with the first such date to occur after the
Closing Date, and on the Maturity Date for the applicable Facility. The
commitment fee shall be calculated monthly in arrears.

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           (b)   Other Fees. (i) The Borrower shall pay to the Co-Lead Arrangers
and the Payment Agent for their own respective accounts fees in the amounts and
at the times specified in the Fee Letter. Such fees shall be fully earned when
paid and shall not be refundable for any reason whatsoever.

           (ii)  The Borrower shall pay to the Agents such fees as shall have
been separately agreed upon in writing in the amounts and at the times so
specified. Such fees shall be fully earned when paid and shall not be refundable
for any reason whatsoever.

           2.10. Computation of Interest and Fees. All computations of interest
for Base Rate Loans when the Base Rate is determined by Citibank's "base rate"
or fees shall be made on the basis of a year of 365 or 366 days, as the case may
be, and actual days elapsed. All other computations of interest shall be made on
the basis of a 360-day year and actual days elapsed (which results in more fees
or interest, as applicable, being paid than if computed on the basis of a
365-day year). Interest shall accrue on each Loan for the day on which the Loan
is made, and shall not accrue on a Loan, or any portion thereof, for the day on
which the Loan or such portion is paid, provided that any Loan that is repaid on
the same day on which it is made shall, subject to Section 2.12(a), bear
interest for one day. Each determination by the Payment Agent of an interest
rate or fee hereunder shall be conclusive and binding for all purposes, absent
manifest error.

           2.11. Evidence of Indebtedness.

           (a)   The Credit Extensions made by each Lender shall be evidenced by
one or more accounts or records maintained by such Lender and by the Payment
Agent in the ordinary course of business. The accounts or records maintained by
the Payment Agent and each Lender shall be conclusive absent manifest error of
the amount of the Credit Extensions made by the Lenders to the Borrower and the
interest and payments thereon. Any failure to so record or any error in doing so
shall not, however, limit or otherwise affect the obligation of the Borrower
hereunder to pay any amount owing with respect to the Obligations. In the event
of any conflict between the accounts and records maintained by any Lender and
the accounts and records of the Payment Agent in respect of such matters, the
accounts and records of the Payment Agent shall control in the absence of
manifest error. Upon the request of any Lender made through the Payment Agent,
the Borrower shall execute and deliver to such Lender (through the Payment
Agent) a Note, which shall evidence such Lender's Loans in addition to such
accounts or records. Each Lender may attach schedules to its Note and endorse
thereon the date, Type (if applicable), amount and maturity of its Loans and
payments with respect thereto.

           (b)   In addition to the accounts and records referred to in Section
2.11(a), each Lender and the Payment Agent shall maintain in accordance with its
usual practice accounts or records evidencing the purchases and sales by such
Lender of participations in Revolving Letters of Credit and Reallocated Letters
of Credit. In the event of any conflict between the accounts and records
maintained by the Payment Agent and the accounts and records of any Lender in
respect of such matters, the accounts and records of the Payment Agent shall
control in the absence of manifest error.

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           (c)   Entries made in good faith by the Payment Agent in the Register
pursuant to Section 2.11(b), and by each Lender in its account or accounts
pursuant to Section 2.11(a), shall be prima facie evidence of the amount of
principal and interest due and payable or to become due and payable from the
Borrower to, in the case of the Register, each Lender and, in the case of such
account or accounts, such Lender, under this Agreement and the other Loan
Documents, absent manifest error; provided that the failure of the Payment Agent
or such Lender to make an entry, or any finding that an entry is incorrect, in
the Register or such account or accounts shall not limit or otherwise affect the
obligations of the Borrower under this Agreement and the other Loan Documents.

           2.12. Payments Generally.

           (a)   All payments to be made by the Borrower shall be made without
condition or deduction for any counterclaim, defense, recoupment or setoff.
Except as otherwise expressly provided herein, all payments by the Borrower
hereunder shall be made to the Payment Agent, for the account of the respective
Lenders to which such payment is owed, at the Payment Agent's Office in Dollars
and in immediately available funds not later than 2:00 p.m. (eastern time) on
the date specified herein for such payment. The Payment Agent will promptly
distribute to each Lender its Pro Rata Share (or other applicable share as
provided herein) of such payment in like funds as received by wire transfer to
such Lender's Lending Office. All payments received by the Payment Agent after
2:00 p.m. (eastern time) shall be deemed received on the next succeeding
Business Day and any applicable interest or fee shall continue to accrue.

           (b)   If any payment to be made by the Borrower shall come due on a
day other than a Business Day, payment shall be made on the next following
Business Day, and such extension of time shall be reflected in computing
interest or fees, as the case may be; provided, however, that, if such extension
would cause payment of interest on or principal of Eurodollar Rate Loans to be
made in the next succeeding calendar month, such payment shall be made on the
immediately preceding Business Day.

           (c)   Unless the Borrower or any Lender has notified the Payment
Agent, prior to the date any payment is required to be made by it to the Payment
Agent hereunder, that the Borrower or such Lender, as the case may be, will not
make such payment, the Payment Agent may assume that the Borrower or such
Lender, as the case may be, has timely made such payment and may (but shall not
be so required to), in reliance thereon, make available a corresponding amount
to the Person entitled thereto. If and to the extent that such payment was not
in fact made to the Payment Agent in immediately available funds, then:

           (i)   if the Borrower failed to make such payment, each Lender shall
     forthwith on demand repay to the Payment Agent the portion of such assumed
     payment that was made available to such Lender in immediately available
     funds, together with interest thereon in respect of each day from and
     including the date such amount was made available by the Payment Agent to
     such Lender to the date such amount is repaid to the Payment Agent in
     immediately available funds at the Federal Funds Rate from time to time in
     effect; and

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           (ii)  if any Lender failed to make such payment, such Lender shall
     forthwith on demand pay to the Payment Agent the amount thereof in
     immediately available funds, together with interest thereon for the period
     from the date such amount was made available by the Payment Agent to the
     Borrower to the date such amount is recovered by the Payment Agent (the
     "Compensation Period") at a rate per annum equal to the Federal Funds Rate
     from time to time in effect. If such Lender pays such amount to the Payment
     Agent, then such amount shall constitute such Lender's Loan included in the
     applicable Borrowing. If such Lender does not pay such amount forthwith
     upon the Payment Agent's demand therefor, the Payment Agent may make a
     demand therefor upon the Borrower, and the Borrower shall pay such amount
     to the Payment Agent, together with interest thereon for the Compensation
     Period at a rate per annum equal to the rate of interest applicable to the
     applicable Borrowing. Nothing herein shall be deemed to relieve any Lender
     from its obligation to fulfill its Commitment or to prejudice any rights
     which the Payment Agent or the Borrower may have against any Lender as a
     result of any default by such Lender hereunder.

           A notice of the Payment Agent to any Lender or the Borrower with
respect to any amount owing under this Section 2.12(c) shall be conclusive,
absent manifest error.

           (d)   If any Lender makes available to the Payment Agent funds for
any Loan to be made by such Lender as provided in the foregoing provisions of
this Article II, and such funds are not made available to the Borrower by the
Payment Agent because the conditions to the applicable Credit Extension set
forth in Article IV are not satisfied or waived in accordance with the terms
hereof, the Payment Agent shall return such funds (in like funds as received
from such Lender) to such Lender, without interest.

           (e)   The obligations of the Appropriate Lenders hereunder to make
Loans and to fund participations in Revolving Letters of Credit and Reallocated
Letters of Credit are several and not joint. The failure of any Lender to make
any Loan or to fund any such participation on any date required hereunder shall
not relieve any other Lender of its corresponding obligation to do so on such
date, and no Lender shall be responsible for the failure of any other Lender to
so make its Loan or purchase its participation.

           (f)   Nothing herein shall be deemed to obligate any Lender to obtain
the funds for any Loan in any particular place or manner or to constitute a
representation by any Lender that it has obtained or will obtain the funds for
any Loan in any particular place or manner.

           (g)   Whenever any payment received by the Payment Agent under this
Agreement or any of the other Loan Documents is insufficient to pay in full all
amounts due and payable to the Agents and the Lenders under or in respect of
this Agreement and the other Loan Documents on any date, such payment shall be
distributed by the Payment Agent and applied by the Agents and the Lenders in
the order of priority set forth in Section 5.01 of the Collateral Trust
Agreement. If the Payment Agent receives funds for application to the
Obligations of the Loan Parties under or in respect of the Loan Documents under
circumstances for which the Loan Documents do not specify the manner in which
such funds are to be applied, the Payment Agent may, but shall not be obligated
to, elect to distribute such funds to each of the Lenders in accordance with
such Lender's Pro Rata Share of the sum of (A) the Outstanding Amount of all

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Loans outstanding at such time, (B) the Outstanding Amount of all Revolving L/C
Obligations outstanding at such time and (C) the Outstanding Amount of all
Reallocated L/C Obligations outstanding at such time, in repayment or prepayment
of such of the outstanding Loans or other Obligations then owing to such Lender.

           2.13. Sharing of Payments. If, other than as expressly provided
elsewhere herein, any Lender shall obtain on account of the Loans made by it, or
the participations in Revolving L/C Obligations or in Reallocated L/C
Obligations held by it, any payment (whether voluntary, involuntary, through the
exercise of any right of setoff, or otherwise) in excess of its ratable share
(or other share contemplated hereunder) thereof, such Lender shall immediately
(a) notify the Payment Agent of such fact, and (b) purchase from the other
Lenders under the Facility in respect of which such excess payment was made such
participations in the Loans made by them and/or such subparticipations in the
participations in Revolving L/C Obligations or Reallocated L/C Obligations held
by them, as the case may be, as shall be necessary to cause such purchasing
Lender to share the excess payment in respect of such Loans or such
participations, as the case may be, pro rata with each of them; provided,
however, that if all or any portion of such excess payment is thereafter
recovered from the purchasing Lender under any of the circumstances described in
Section 11.06 (including pursuant to any settlement entered into by the
purchasing Lender in its discretion), such purchase shall to that extent be
rescinded and each such other Lender shall repay to the purchasing Lender the
purchase price paid therefor, together with an amount equal to such paying
Lender's ratable share (according to the proportion of (i) the amount of such
paying Lender's required repayment to (ii) the total amount so recovered from
the purchasing Lender) of any interest or other amount paid or payable by the
purchasing Lender in respect of the total amount so recovered, without further
interest thereon. The Borrower agrees that any Lender so purchasing a
participation from another Lender may, to the fullest extent permitted by law,
exercise all its rights of payment (including the right of setoff, but subject
to Section 11.09) with respect to such participation as fully as if such Lender
were the direct creditor of the Borrower in the amount of such participation.
The Payment Agent will keep records (which shall be conclusive and binding in
the absence of manifest error) of participations purchased under this Section
and will in each case notify the Lenders following any such purchases or
repayments. Each Lender that purchases a participation pursuant to this Section
2.13 shall from and after such purchase have the right to give all notices,
requests, demands, directions and other communications under this Agreement with
respect to the portion of the Obligations purchased to the same extent as though
the purchasing Lender were the original owner of the Obligations purchased.

                                  Article III
                     TAXES, YIELD PROTECTION AND ILLEGALITY

           3.01. Taxes.

           (a)   Any and all payments by the Borrower to or for the account of
any Agent or any Lender under any Loan Document shall be made free and clear of
and without deduction for any and all present or future withholding taxes,
including duties, levies, imposts, deductions, assessments, fees, withholdings
or similar charges, and all liabilities with respect thereto, excluding, in the
case of each Agent and each Lender, (i) taxes imposed on or measured by its
income by the jurisdiction (or any political subdivision thereof) under the Laws
of which such

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Agent or such Lender, as the case may be, is organized or in which it maintains
a Lending Office and (ii) in the case of a Foreign Lender, any taxes imposed
(other than taxes imposed because of a change in law (including a rate change),
treaty, governmental rule or the application thereof, which change occurs after
the date hereof, or in the case of an entity that becomes a Foreign Lender after
the date hereof, after such entity becomes a Lender) by the United States of
America by means of withholding at the source if and to the extent that such
taxes shall be in effect and shall be applicable, under Laws in effect on the
date hereof (or, with respect to any entity that becomes a Foreign Lender after
the date hereof, on the date such entity becomes a Lender), on payments to be
made to such Foreign Lender after taking into account any forms or certificates
provided by such Foreign Lender under Section 11.15 (all such non-excluded
taxes, duties, levies, imposts, deductions, assessments, fees, withholdings or
similar charges, and liabilities being hereinafter referred to as "Taxes"). If
the Borrower shall be required by any Laws to deduct any Taxes from or in
respect of any sum payable under any Loan Document to any Agent or any Lender,
(i) 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), each of such Agent and such Lender receives an amount equal
to the sum it would have received had no such deductions been made, (ii) the
Borrower shall make such deductions, (iii) the Borrower shall pay the full
amount deducted to the relevant taxation authority or other authority in
accordance with applicable Laws, and (iv) within 30 days after the date of such
payment, the Borrower shall furnish to such Agent or Lender (as the case may be)
(which shall forward the same to such Lender) the original or a certified copy
of a receipt evidencing payment thereof to the extent such a receipt is issued
therefor, or other written proof of payment thereof that is reasonably
satisfactory to the Payment Agent.

           (b)   In addition, the Borrower agrees to pay any and all present or
future stamp, court or documentary taxes and any other excise or property,
intangible, mortgage recording or similar taxes, charges or levies which arise
from any payment made by the Borrower under any Loan Document or from the
execution, delivery, performance, enforcement or registration of any Loan
Document (hereinafter referred to as "Other Taxes").

           (c)   The Borrower agrees to indemnify each Agent and each Lender for
(i) the full amount of Taxes and Other Taxes (including any Taxes or Other Taxes
imposed or asserted by any jurisdiction on amounts payable under this Section)
paid by such Agent and such Lender and (ii) any liability (including additions
to tax, penalties, interest and expenses) arising therefrom or with respect
thereto, except as a result of the gross negligence or willful misconduct of
such Agent or such Lender (as the case may be), in each case whether or not such
Taxes or Other Taxes were correctly or legally imposed or asserted by the
relevant Governmental Authority. Payment under this Section 3.01(c) shall be
made within 30 days after the date such Agent or such Lender makes a demand
therefor.

           3.02. Illegality. If any Lender determines that the introduction of
or change in or in the interpretation of any Law has made it unlawful, or that
any Governmental Authority has asserted that it is unlawful, for any Lender or
its applicable Lending Office to make, maintain or fund Eurodollar Rate Loans,
or to determine or charge interest rates based upon the Eurodollar Rate, then,
on notice thereof by such Lender to the Borrower through the Payment Agent, any
obligation of such Lender to make or continue Eurodollar Rate Loans or to
convert Base Rate Loans to Eurodollar Rate Loans shall be suspended until such
Lender notifies the Payment Agent

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and the Borrower that the circumstances giving rise to such determination no
longer exist. Upon receipt of such notice, the Borrower shall, upon demand from
such Lender (with a copy to the Payment Agent), prepay or, if applicable,
convert all Eurodollar Rate Loans of such Lender to Base Rate Loans, either on
the last day of the Interest Period therefor, if such Lender may lawfully
continue to maintain such Eurodollar Rate Loans to such day, or immediately, if
such Lender may not lawfully continue to maintain such Eurodollar Rate Loans.
Upon any such prepayment or conversion, the Borrower shall also pay accrued
interest on the amount so prepaid or converted. Each Lender agrees to designate
a different Lending Office if such designation will avoid the need for such
notice and will not, in the good faith judgment of such Lender, otherwise be
materially disadvantageous to such Lender.

           3.03. Inability to Determine Rates. If the Required Lenders determine
that for any reason adequate and reasonable means do not exist for determining
the Eurodollar Rate for any requested Interest Period with respect to a proposed
Eurodollar Rate Loan, or that the Eurodollar Rate for any requested Interest
Period with respect to a proposed Eurodollar Rate Loan does not adequately and
fairly reflect the cost to such Lenders of funding such Loan, or that Dollar
deposits are not being offered to banks in the London interbank eurodollar
market for the applicable amount and the Interest Period of such Eurodollar Rate
Loan, the Payment Agent will promptly so notify the Borrower and each Lender.
Thereafter, the obligation of the Lenders to make or maintain Eurodollar Rate
Loans shall be suspended until the Payment Agent (upon the instruction of the
Required Lenders) revokes such notice. Upon receipt of such notice, the Borrower
may revoke any pending request for a Borrowing of, conversion to or continuation
of Eurodollar Rate Loans or, failing that, will be deemed to have converted such
request into a request for a Committed Loan Notice of Base Rate Loans in the
amount specified therein.

           3.04. Increased Cost and Reduced Return; Capital Adequacy; Reserves
on Eurodollar Rate Loans.

           (a)   If any Lender determines that as a result of the introduction
of or any change in or in the interpretation of any Law, in each case after the
date hereof, or such Lender's compliance therewith, there shall be any increase
in the cost to such Lender of agreeing to make or making, funding or maintaining
Eurodollar Rate Loans or (as the case may be) issuing or participating in
Letters of Credit, or a reduction in the amount received or receivable by such
Lender in connection with any of the foregoing (excluding for purposes of this
Section 3.04(a) any such increased costs or reduction in amount resulting from
(i) Taxes or Other Taxes (as to which Section 3.01 shall govern) and (ii)
changes in the basis of taxation of overall net income or overall gross income
by the United States or any foreign jurisdiction or any political subdivision of
either thereof under the Laws of which such Lender is organized or has its
Lending Office), then from time to time upon demand of such Lender (with a copy
of such demand to the Payment Agent), the Borrower shall pay to such Lender such
additional amounts as will compensate such Lender for such increased cost or
reduction.

           (b)   If any Lender determines that the introduction of any Law
regarding capital adequacy or any change therein or in the interpretation
thereof, in each case after the date hereof, or compliance by such Lender (or
its Lending Office) therewith, has the effect of reducing the rate of return on
the capital of such Lender or any corporation controlling such Lender as a
consequence of such Lender's obligations hereunder (taking into consideration
its

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policies with respect to capital adequacy and such Lender's desired return on
capital), then from time to time upon demand of such Lender (with a copy of such
demand to the Payment Agent), the Borrower shall pay to such Lender such
additional amounts as will compensate such Lender for such reduction.

           3.05. Funding Losses. Upon demand of any Lender (with a copy to the
Payment Agent) from time to time, the Borrower shall promptly compensate such
Lender for and hold such Lender harmless from any loss, cost or expense incurred
by it as a result of:

           (a)   any continuation, conversion, payment or prepayment of any Loan
     other than a Base Rate Loan on a day other than the last day of the
     Interest Period for such Loan (whether voluntary, mandatory, automatic, by
     reason of acceleration, or otherwise); or

           (b)   any failure by the Borrower (for a reason other than the
     failure of such Lender to make a Loan) to prepay, borrow, continue or
     convert any Loan other than a Base Rate Loan on the date or in the amount
     notified by the Borrower;

including any loss of anticipated profits and any loss or expense arising from
the liquidation or reemployment of funds obtained by it to maintain such Loan or
from fees payable to terminate the deposits from which such funds were obtained.
The Borrower shall also pay any customary administrative fees charged by such
Lender in connection with the foregoing.

For purposes of calculating amounts payable by the Borrower to the Lenders under
this Section 3.05, each Lender shall be deemed to have funded each Eurodollar
Rate Loan made by it at the Eurodollar Rate for such Loan by a matching deposit
or other borrowing in the London interbank eurodollar market for a comparable
amount and for a comparable period, whether or not such Eurodollar Rate Loan was
in fact so funded.

           3.06. Matters Applicable to all Requests for Compensation. A
certificate of any Agent or any Lender claiming compensation under this Article
III and setting forth the additional amount or amounts to be paid to it
hereunder shall be conclusive in the absence of manifest error. In determining
such amount, such Agent or such Lender may use any reasonable averaging and
attribution methods.

           3.07. Survival. All of the Borrower's obligations under this Article
III shall survive termination of the Aggregate Commitments and repayment of all
other Obligations hereunder.

                                   ARTICLE IV
                    CONDITIONS PRECEDENT TO CREDIT EXTENSIONS

           4.01. Conditions of Initial Credit Extension. The obligation of each
Lender to make its initial Credit Extension hereunder is subject to satisfaction
of the following conditions precedent:

           (a)   The Administrative Agents' receipt of the following, each of
which shall be originals or facsimiles (followed promptly by originals) unless
otherwise specified,

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         each properly executed by a Responsible Officer of the signing Loan
         Party, each dated the Closing Date (or, in the case of certificates of
         governmental officials, a recent date before the Closing Date) and each
         in form and substance satisfactory to the Administrative Agents and
         their legal counsel:

                    (i)    executed counterparts of this Agreement and the
               Guaranty, sufficient in number for distribution to each Agent,
               each Lender and the Borrower;

                    (ii)   a Note executed by the Borrower in favor of each
               Lender requesting a Note;

                    (iii)  (x) a security agreement, in substantially the form
               of Exhibit E-1 hereto (together with each other security
               agreement and security agreement supplement delivered by the
               Parent Guarantor and its Subsidiaries that are Pledging
               Subsidiaries (other than (i) the Excluded Subsidiaries and (ii)
               the Borrower and its Subsidiaries) (each such Person being the
               "Non-Shared Grantors") pursuant to Section 6.12, in each case as
               amended, the "Non-Shared Security Agreement"), duly executed by
               each Non-Shared Grantor and (y) a security agreement, in
               substantially the form of Exhibit E-2 hereto (together with each
               other security agreement and security agreement supplement
               delivered by the Borrower and its Subsidiaries that are Pledging
               Subsidiaries (the "Shared Grantors") pursuant to Section 6.12, in
               each case as amended, the "Shared Security Agreement"), duly
               executed by each Shared Grantor, in each case, together with:

                           (A)  certificates representing the Pledged Equity
                    referred to therein accompanied by undated stock powers
                    executed in blank and instruments evidencing the Pledged
                    Debt indorsed in blank,

                           (B)  proper financing statements, duly prepared for
                    filing under the Uniform Commercial Code of all
                    jurisdictions that the Administrative Agents may deem
                    necessary or desirable in order to perfect the first (other
                    than any Permitted Liens) priority liens and security
                    interests created under the Non-Shared Security Agreement or
                    the Shared Security Agreement, as applicable, covering the
                    Collateral described in the Non-Shared Security Agreement or
                    the Shared Security Agreement, as applicable,

                           (C)  to the extent available, completed requests for
                    information, dated on or before the date of the initial
                    Credit Extension, listing all effective financing statements
                    filed in the jurisdictions referred to in clause (B) above
                    that name any Non-Shared Grantor or Shared Grantor as
                    debtor, together with copies of such other financing
                    statements,

                           (D)  evidence of the insurance required by Schedule
                    5.10,

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                           (E)   the Security Control Agreements and Account
                    Collateral Agreements referred to in the Shared Security
                    Agreement and the Non-Shared Security Agreement, duly
                    executed by the securities intermediaries, the commodities
                    intermediaries and Pledged Account Banks, as applicable,
                    referred to in the Shared Security Agreement and the
                    Non-Shared Security Agreement, as the case may be, and

                           (F)   evidence that all other action that the
                    Administrative Agents may reasonably deem necessary in order
                    to perfect the first (other than any Permitted Liens)
                    priority liens and security interests created under the
                    Non-Shared Security Agreement and the Shared Security
                    Agreement has been commenced (other than the filings
                    referred to in clause (B) above);

                    (iv)   deeds of trust, trust deeds, mortgages, leasehold
               mortgages and leasehold deeds of trust, in substantially the
               forms of Exhibit F-1 and Exhibit F-2 hereto (with such changes as
               may be required to account for local law matters) and otherwise
               in form and substance reasonably satisfactory to the
               Administrative Agents, and covering the properties listed on Part
               I of each of Schedule 5.08(c) and Schedule 5.08(d) hereto (in
               each case as amended, the "Pre-Closing Mortgages"), duly executed
               by the appropriate Loan Party, together with:

                           (A) evidence that counterparts of such Pre-Closing
                    Mortgages in favor of the Collateral Agent or the Collateral
                    Trustees, as the case may be, for the benefit of the
                    appropriate Secured Parties have been duly executed,
                    acknowledged and delivered on or before the day of the
                    initial Credit Extension and that good funds have been paid
                    to, or deposited in escrow with, the issuer of the Mortgage
                    Policies in an amount sufficient to pay (1) all filing and
                    recording taxes, documentary stamp taxes, and similar taxes,
                    charges and fees required to be paid in connection with the
                    filing of such Pre-Closing Mortgages, (2) all premiums for
                    such Mortgage Policies to be provided pursuant to Section
                    4.01(a)(iv)(B) and Section 6.18(c) below and (3) all other
                    fees and charges of the issuer of the Mortgage Policies,

                           (B) with respect to those properties indicated with a
                    cross on Part I of each of Schedule 5.08(c) and Schedule
                    5.08(d) hereto, Mortgage Policies (which, in each case, for
                    purposes of the initial Credit Extension only, may be
                    temporarily comprised of (y) pro-forma loan (or mortgagee)
                    policies of title insurance or hand-marked title insurance
                    commitments dated "time and date of recording of the insured
                    instrument" and countersigned by the issuer of such Mortgage
                    Policies (and, in each case, covering the Mortgaged
                    Property) and (z) in states where such pro-forma loan (or
                    mortgagee) policies of title insurance or hand-marked
                    commitments are insufficient to be deemed Mortgage Policies,
                    an unconditional commitment of the issuer thereof to issue
                    such Mortgage Policies in the same form and substance as
                    such pro-formas or hand-

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                    marked commitments), in form and substance, and in amount
                    acceptable to the Administrative Agents, issued, coinsured
                    and reinsured by title insurers reasonably acceptable to the
                    Administrative Agents, insuring the Mortgages to be valid
                    first and subsisting Liens on the property described
                    therein, free and clear of all defects (including, but not
                    limited to, mechanics' and materialmen's Liens) and
                    encumbrances, excepting only Permitted Encumbrances and
                    Permitted Liens, and providing for such other affirmative
                    insurance (including customary mortgage policy endorsements,
                    which shall include, among others, endorsements for future
                    advances under the Loan Documents and for mechanics' and
                    materialmen's Liens) and such coinsurance and direct access
                    reinsurance as the Administrative Agents may deem necessary
                    or desirable,

                         (C)   with respect to those properties indicated with
                    an asterisk on Part I of each of Schedule 5.08(c) and
                    Schedule 5.08(d), Surveys, acceptable to the Administrative
                    Agents in their sole discretion for which all necessary fees
                    have been paid, and dated no more than 30 days before the
                    day of the initial Credit Extension, certified to the
                    Administrative Agents, the Collateral Trustees and the
                    issuer of the Mortgage Policies in a manner satisfactory to
                    the Administrative Agents by a land surveyor duly registered
                    and licensed in the States in which the property described
                    in such surveys is located and acceptable to the
                    Administrative Agents,

                         (D)   consent agreements, to the extent required in
                    order to record any Pre-Closing Mortgage and as otherwise
                    required by the Administrative Agents in their sole
                    discretion, in form and substance reasonably satisfactory to
                    the Administrative Agent, executed by each of the lessors of
                    the leased real properties listed on Part I of each of
                    Schedule 5.08(c) and Schedule 5.08(d) hereto, along with (x)
                    a memorandum of lease in recordable form with respect to
                    such leasehold interest, executed and acknowledged by the
                    owner of the affected real property, as lessor, or (y)
                    evidence that the applicable lease with respect to such
                    leasehold interest or a memorandum thereof has been recorded
                    in all places necessary or desirable, in the Administrative
                    Agents' reasonable judgment, to give constructive notice to
                    third-party purchasers of such leasehold interest, or (z) if
                    such leasehold interest was acquired or subleased from the
                    holder of a recorded leasehold interest, the applicable
                    assignment or sublease document, executed and acknowledged
                    by such holder, in each case in form sufficient to give such
                    constructive notice upon recordation and otherwise in form
                    reasonably satisfactory to the Administrative Agents,

                         (E)   evidence in the form of updated title searches,
                    title reports or "abstractor" certificates, "title"
                    certificates or so-called "nothing further" certificates, as
                    applicable, sufficient in the Administrative Agents'
                    discretion to demonstrate that each Loan Party and each of
                    its Subsidiaries required to execute and deliver a
                    Pre-Closing Mortgage pursuant to

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                    Section 4.01(a)(iv) has good title in fee simple to, or
                    valid leasehold interests in, all real property to be
                    mortgaged (other than the properties comprised of
                    "pipelines" or "gathering systems") described on Part I of
                    each of Schedule 5.08(c) and Schedule 5.08(d), except with
                    respect to those properties indicated with a pound sign,
                    and,

                           (F)   information in the form of easements or rights
                    of way relating to a sample of the real property comprised
                    of "pipelines" or "gathering systems" described on Part I of
                    each of Schedule 5.08(c) and Schedule 5.08(d), sufficient in
                    the Administrative Agents' discretion to demonstrate that
                    each Loan Party and each of its Subsidiaries required to
                    execute and deliver a Pre-Closing Mortgage pursuant to
                    Section 4.01(a)(iv) has good title to such real property,
                    and

                           (G)   evidence (other than the filing of any of the
                    documents referred to in this clause (iv)) that all other
                    action that the Administrative Agents may deem necessary in
                    order to create valid first and subsisting Liens, subject
                    only to Permitted Encumbrances and Permitted Liens, on the
                    property described in such Mortgages has been taken or
                    commenced, as applicable.

                    (v)    Amendments to the Black Thunder Collateral Documents
               as deemed necessary or desirable by the Administrative Agents in
               order to create a valid second priority security interest
               (subject to any Permitted Liens) in favor of the Shared Secured
               Parties on the covered assets, including a right in favor of the
               Administrative Agent to receive any notice of default under the
               Black Thunder Collateral Documents and an opportunity for the
               Lenders to cure such default prior to the exercise of any
               remedies by the existing Black Thunder Secured Parties;

                    (vi)   a Collateral Trust Agreement in substantially the
               form of Exhibit G hereto (the "Collateral Trust Agreement") duly
               executed by the parties thereto;

                    (vii)  such certificates of resolutions or other action,
               incumbency certificates and/or other certificates of Responsible
               Officers or assistant secretary of each Loan Party as the
               Administrative Agents may require evidencing the identity,
               authority and capacity of each Responsible Officer thereof
               authorized to act as a Responsible Officer in connection with
               this Agreement and the other Loan Documents to which such Loan
               Party is a party or is to be a party;

                    (viii) such documents and certifications as the
               Administrative Agents may reasonably require to evidence that
               each Loan Party is duly organized or formed, and that each of the
               Borrower and the Guarantors is validly existing, in good standing
               and qualified to engage in business in each jurisdiction where
               its ownership, lease or operation of properties or the conduct of
               its business requires such qualification, except to the extent
               that failure to do so could not reasonably be expected to have a
               Material Adverse Effect;

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                    (ix)   a favorable opinion of Vinson & Elkins LLP, counsel
                to the Loan Parties, addressed to each Agent and each Lender, as
                to the matters set forth in Exhibit H-1 and such other matters
                concerning the Loan Parties and the Loan Documents as the
                Administrative Agents may reasonably request;

                    (x)    a favorable opinion of appropriate, local counsel to
                the Loan Parties in the jurisdictions set forth on Schedule
                4.01(a), addressed to each Agent and each Lender, as to the
                matters set forth in Exhibit H-2 and such other matters
                concerning the Loan Parties and the Loan Documents as the
                Administrative Agents may reasonably request;

                    (xi)   a certificate of a Responsible Officer of the
                Borrower (A) attaching copies of (1) the Black Thunder consent
                described in clause 4.01(a)(v), (2) the Second Amendment to
                Second Amended and Restated Credit Agreement dated the date
                hereof among Renaissance and Rolling Hills as borrowers and West
                LB AG, New York Branch as lender and (3) the Master Amendment,
                dated March 26, 2003, by and among Termo Santander Holding,
                L.L.C., Dynegy Power Corp., NRG Rocky Road LLC and NRG West
                Coast LLC and (B) stating that such consents shall be in full
                force and effect;

                    (xii)  a certificate signed by a Responsible Officer of the
                Borrower certifying that the conditions specified in Sections
                4.02(a) and (b) have been satisfied;

                    (xiii) a certificate attesting to the Solvency of each Loan
                Party (other than Immaterial Subsidiaries listed on Schedule V)
                before and after giving effect to the transactions contemplated
                hereby from the Chief Financial Officer of the Parent Guarantor,
                to the best of such Chief Financial Officer's knowledge and
                belief after due inquiry;

                    (xiv)  such financial, business and other information
                regarding each Loan Party and its Subsidiaries as the Lenders
                shall have requested, including, without limitation, information
                as to obligations under Pension Plans, Multiemployer Plans (to
                the knowledge of any Loan Party), collective bargaining
                agreements and other arrangements with employees;

                    (xv)   a Request for Credit Extension relating to the
                initial Credit Extension;

                    (xvi)  a certificate signed by a Responsible Officer of the
                Borrower that on the date hereof the Indenture Lien Basket
                (based on the unaudited balance sheet of the Borrower for the
                year ended December 31, 2002) is at least $1.2 billion and that
                the aggregate principal amount of the Principal Property Secured
                Term Indebtedness is at least $1.1 billion;

                    (xvii) a certificate signed by a Responsible Officer of the
                Borrower attaching copies of all Public Disclosures made within
                30 days of the Closing Date; and

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                  (xviii) such other collateral documents, such as the First
           Preferred Fleet Mortgage (referred to in the Shared Security
           Agreement), as the Administrative Agents may reasonably request.

           (b)    (i) All fees required to be paid on or before the Closing Date
shall have been paid, (ii) to the extent that invoices have been provided, all
costs and expenses of the Agents and the Co-Lead Arrangers shall have been paid
and (iii) each Lender shall have received an Up-Front Fee equal to 0.75% of its
aggregate Commitments hereunder.

           (c)    The Lenders shall have completed a due diligence investigation
of the Borrower and its Subsidiaries in scope, and with results, satisfactory to
the Lenders, and nothing shall have come to the attention of the Lenders during
the course of such due diligence investigation to lead them to believe that the
Information Memorandum was or has become misleading, incorrect or incomplete in
any material respect; without limiting the generality of the foregoing, the
Lenders shall have been given such access to the management, records, books of
account, contracts and properties of the Parent Guarantor, and the Borrower and
its Subsidiaries as they shall have requested.

           (d)    The Polaris Facility and the DHI Existing Revolvers shall have
been replaced and of no further force and effect (except for certain
indemnification obligations of the Parent Guarantor that survive such
replacement and release) and all Liens relating thereto shall have been
released, and all lenders party thereto shall have executed this Agreement.

           4.02.  Conditions to all Credit Extensions. The obligation of each
Lender to honor any Request for Credit Extension (other than a Committed Loan
Notice requesting only a conversion of Loans to the other Type, or a
continuation of Eurodollar Rate Loans, or an extension of the expiry date of any
Letter of Credit (without increasing the amount thereof), or the renewal of any
Letter of Credit (without increasing the amount thereof)) is subject to the
following conditions precedent:

           (a)    The representations and warranties of each other Loan Party
     contained in Article V or any other Loan Document, or which are contained
     in any document furnished at any time under or in connection herewith or
     therewith, shall be true and correct in all material respects on and as of
     the date of such Credit Extension, except to the extent that such
     representations and warranties specifically refer to an earlier date, in
     which case they shall be true and correct in all material respects as of
     such earlier date, and except that for purposes of this Section 4.02, the
     representations and warranties contained in Sections 5.05(a) and (b) shall
     be deemed to refer to the most recent statements furnished pursuant to
     Sections 6.01(a) and (b), respectively.

           (b)    No Default shall exist, or would result from such proposed
     Credit Extension or from the application of the proceeds therefrom.

           (c)    Except as disclosed in any Public Disclosure at least 10 days
     prior to the Closing Date or on Schedule X, since December 31, 2002, there
     has been no event or circumstance, either individually or in the aggregate,
     that has had or could reasonably be expected to have a Material Adverse
     Effect.

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           (d)   The Administrative Agents and, if applicable, the L/C Issuer
     shall have received a Request for Credit Extension in accordance with the
     requirements hereof.

           Each Request for Credit Extension (other than a Committed Loan Notice
requesting only a conversion of Loans to the other Type or a continuation of
Eurodollar Rate Loans or an extension of the expiry date of any Letter of Credit
(without increasing the amount thereof), or the renewal of any Letter of Credit
(without increasing the amount thereof)) submitted by the Borrower shall be
deemed to be a representation and warranty that the conditions specified in
Sections 4.02(a), (b) and (c) have been satisfied on and as of the date of the
applicable Credit Extension and with respect to a Revolving L/C Credit Extension
(other than an extension of the expiry date of any Revolving Letter of Credit
(without increasing the amount thereof), or the renewal of any Revolving Letter
of Credit (without increasing the amount thereof)) or a Reallocated L/C Credit
Extension (other than an extension of the expiry date of any Reallocated Letter
of Credit (without increasing the amount thereof) or the renewal of any
Reallocated Letter of Credit (without increasing the amount thereof)), the
Payment Agent shall have received for the account of the L/C Issuer a
certificate signed by a duly authorized officer of the Borrower, dated the date
of such Credit Extension, stating that such statements are true (which shall be
deemed to be included as part of the Letter of Credit Application for such
request for a Revolving L/C Credit Extension or a Reallocation L/C Credit
Extension).

           4.03. Conditions to All Reallocated Facility Credit Extensions. The
obligation of any Lender to honor a Request for Credit Extension in respect of
the Reallocated Facility (other than a Committed Loan Notice requesting only a
conversion of Loans to the other Type, a continuation of a Eurodollar Rate Loan
or the reallocation of Revolving Credit Commitments to the Reallocated Facility
upon the occurrence of a Reallocation Event or an extension of the expiry date
of any Reallocated Letter of Credit (without increasing the amount thereof), or
the renewal of any Reallocated Letter of Credit (without increasing the amount
thereof)) is subject to the following conditions precedent:

           (a)   The conditions precedent set forth in Section 4.02 shall have
     been satisfied.

           (b)   The Administrative Agents shall have received a certificate of
     a Responsible Officer of the Borrower that the Indenture Lien Basket is
     greater than or equal to the aggregate principal (or similar) amount
     outstanding at such time of the Principal Property Secured Term
     Indebtedness (after giving effect to such proposed Credit Extension).

                                   ARTICLE V
                         REPRESENTATIONS AND WARRANTIES

           Each of the Borrower and the Parent Guarantor represents and warrants
to the Agents and the Lenders that:

           5.01. Existence, Qualification and Power; Compliance with Laws. Each
Loan Party and each of its Subsidiaries (including Illinois Power Company but
excluding the other Excluded Subsidiaries, the Discontinued Foreign Subsidiaries
and the Dormant Subsidiaries) (a)

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is a corporation, partnership or limited liability company duly organized or
formed, validly existing and in good standing under the Laws of the jurisdiction
of its incorporation or organization, (b) has all requisite power and authority
and all requisite governmental licenses, authorizations, consents and approvals
to own or lease its assets and carry on its business, (c) has all requisite
power and authority to execute, deliver and perform its obligations under the
Loan Documents to which it is a party, (d) is duly qualified and is licensed and
in good standing under the Laws of each jurisdiction where its ownership, lease
or operation of properties or the conduct of its business requires such
qualification or license and (e) is in compliance with all Laws, except in each
case referred to in clause (a), (b), (c), (d) or (e) to the extent that failure
to do so could not reasonably be expected to have a Material Adverse Effect or
as disclosed in the Public Disclosure at least 10 days prior to the Closing Date
or Schedule 5.01.

           5.02. Authorization; No Contravention. The execution, delivery and
performance by each Loan Party of each Loan Document to which such Person is a
party are within such Loan Party's corporate or other powers, have been duly
authorized by all necessary corporate or other organizational action, and,
except as disclosed in Schedule 5.02, do not (a) contravene the terms of any of
such Person's Organizational Documents; (b) conflict with or result in any
breach or contravention of, or the creation of any Lien (other than Liens
created under the Loan Documents) under, or require any payment to be made under
(i) any Contractual Obligation to which such Person is a party or (ii) any
order, injunction, writ or applicable Law to which such Person or its property
is subject; or (c) violate any Law, except in the case of clauses (a) through
(c) where such contravention, conflict, breach, violation or creation could not
reasonably be expected to have a Material Adverse Effect; provided that it being
understood that any foreclosure or other exercise of remedies by the Collateral
Trustees or the Collateral Agent may require notice to, filing with, or approval
or consent from regulators or Governmental Authorities of lenders, service
providers or suppliers to, or co-owners, partners, investors, customers or other
contractual counterparties of a Person in which the Parent Guarantor or any of
its Subsidiaries has a direct or indirect Equity Interest.

           5.03. Governmental Authorization; Other Consents.

           (a)   Except as set forth on Schedule 5.03(a), no approval, consent,
exemption, authorization, or other action by, or notice to, or filing with, any
Governmental Authority (including, under the Federal Power Act of 1935) or any
other Person is necessary or required in connection with (i) the execution,
delivery or performance (which for purposes of clarification shall not include
the exercise by the Secured Parties of any of their remedies under the
applicable Collateral Documents) by any Loan Party of this Agreement or any
other Loan Document or (ii) the grant by any Loan Party of the Liens granted by
it pursuant to the Collateral Documents, except in the case of clauses (i) and
(ii) to the extent that failure to obtain same could not reasonably be expected
to have a Material Adverse Effect or to the extent such items have already been
made or obtained, all of which have been duly obtained, taken, given or made and
are in full force and effect.

           (b)   Except as set forth on Schedule 5.03(b), upon (i) the filing of
UCC-1 financing statements as contemplated by the Shared Security Agreement and
the Non-Shared Security Agreement, (ii) the filing of the Mortgages in the
appropriate offices and (iii) other necessary actions, all filings and other
actions necessary to perfect the security interest granted

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by each Loan Party in the Collateral created under the Collateral Documents will
have been duly made or taken and are in full force and effect, and (w) the
Shared Security Agreement creates in favor of the Collateral Trustees for the
benefit of the Secured Parties a valid, and together with such filings and other
actions, perfected first priority security interest in the Collateral covered by
the Shared Security Agreement (subject to no Liens other than Liens permitted by
the Loan Documents), securing the payment of the Secured Obligations in respect
of the Shared Security Agreement, (x) the Non-Shared Security Agreement creates
in favor of the Collateral Agent for the benefit of Secured Parties in respect
of the Non-Shared Security Agreement a valid and, together with such filings and
other actions, perfected first priority security interests in the Collateral
covered by the Non-Shared Security Agreement (subject to no Liens other than
Liens permitted by the Loan Documents), securing the Secured Obligations in
respect of the Non-Shared Security Agreement, (y) the Black Thunder Collateral
Documents create in favor of the Black Thunder Collateral Agent for the benefit
of the Secured Parties in respect of the Black Thunder Collateral Documents a
valid and, together with such filings and other actions, perfected second
priority security interests in the Collateral covered by the Black Thunder
Collateral Documents (subject to no Liens other than Liens permitted by the Loan
Documents), securing the Secured Obligations in respect of the Black Thunder
Collateral Documents and (z) the Collateral Trust Agreement creates in favor of
the Collateral Trustees for the benefit of the Secured Parties in respect of the
Shared Security Agreement, a valid and, together with such other actions,
perfected first priority security interest in the Additional Collateral Trust
Agreement Collateral (subject to no Liens other than Liens permitted by the Loan
Documents), and in each case all filings and other actions necessary to perfect
such security interests have been duly taken, but in each of the foregoing
instances only to the extent that a security interest can be perfected against
such collateral by filing a UCC-1 financing statement or taking possession of
Certificated Securities; provided that it being understood that any foreclosure
or other exercise of remedies by the Collateral Trustees or the Collateral Agent
or the Black Thunder Collateral Agent may require notice to, filings with or
approvals and consents that have not been obtained from regulators or
Governmental Authorities of, lenders, service providers or suppliers to, or
co-owners, partners, investors, customers or other contractual counterparties
of, a Person in which the Parent Guarantor or any of its Subsidiaries has a
direct or indirect Equity Interest, and failure to make such notices or filings
or to obtain such approval or consent could result in a default, or a breach of
agreement or other legal obligations of such Subsidiaries.

           5.04.  Binding Effect. This Agreement has been, and each other Loan
Document, when delivered hereunder, will have been, duly executed and delivered
by each Loan Party that is party thereto. This Agreement constitutes, and each
other Loan Document when so delivered will constitute, a legal, valid and
binding obligation of such Loan Party, enforceable against each Loan Party that
is party thereto in accordance with its terms, except as the enforceability
thereof may be limited by the effect of any applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting creditors' rights generally
and by general principles of equity and except with respect to real property
interests acquired after the date of the applicable Mortgage.

           5.05.  Financial Statements.

           (a)    On and after the date of delivery of the Audited Financial
Statements pursuant to Section 6.01(e), such Audited Financial Statements (i)
were prepared in accordance

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with GAAP in effect on the date such statements were prepared, (ii) fairly
present in all material respects the consolidated financial condition of the
Parent Guarantor and its Subsidiaries as of the date thereof and their results
of operations for the period covered thereby in accordance with GAAP in effect
on the date such statements were prepared and (iii) show all material
indebtedness and other liabilities, direct or contingent, of the Parent
Guarantor and its Subsidiaries as of the date thereof to the extent required by
GAAP.

           (b)   The unaudited annual consolidated financial statements of the
Parent Guarantor and its Subsidiaries for the fiscal year ending December 31,
2002, and the related consolidated statements of income or operations,
shareholders' equity and cash flows for the fiscal year ended on that date (i)
were prepared in accordance with GAAP consistently applied throughout the period
covered thereby, except as otherwise expressly noted therein, and (ii) fairly
present in all material respects the financial condition of the Parent Guarantor
and its Subsidiaries as of the date thereof and their results of operations for
the period covered thereby, subject, in the case of clauses (i) and (ii), to the
absence of footnotes and to normal year-end adjustments.

           5.06. Litigation. Except as disclosed on Schedule 5.06 (the
"Disclosed Litigation"), or in any Public Disclosure filed on or before the
third Business Day prior to the Closing Date, there are no actions, suits,
proceedings, claims or disputes pending or, to the knowledge of the Borrower and
the Parent Guarantor after due and diligent investigation, threatened or
contemplated, at law, in equity, in arbitration or before any Governmental
Authority, by or against the Parent Guarantor or any of its Subsidiaries or
against any of their properties that (a) pertain to this Agreement or any other
Loan Document or (b) either individually or in the aggregate could reasonably be
expected to have a Material Adverse Effect.

           5.07. No Default. Except as disclosed in Schedule 5.07 or any Public
Disclosure filed at least 10 days prior to the Closing Date, neither the Parent
Guarantor nor any Subsidiary is in default under or with respect to any
Contractual Obligation that could, either individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect. Except as set forth on
Schedule 5.07, no Default has occurred and is continuing or would result from
the consummation of the transactions contemplated by this Agreement or any other
Loan Document; provided that it being understood that any foreclosure or other
exercise of remedies by the Collateral Trustees, the Collateral Agent or the
Black Thunder Collateral Agent may require additional notices to or filings with
or approvals and consents that have not been obtained from regulators or
Governmental Authorities of, lenders, service providers or suppliers to, or
customers, co-owners, partners, investors or other contractual counterparties
of, one or more Persons in which the Parent Guarantor or any of its Subsidiaries
has a direct or indirect Investment, and failure to make such notices or filings
or to obtain such approvals or consents could result in a default, or a breach
of agreement or other legal obligations of such Persons.

           5.08. Ownership of Property; Liens; Etc.

           (a)   Each Loan Party and each of its Core Subsidiaries has good
record and marketable title in fee simple to, or valid leasehold interests in,
all real property necessary or used in the ordinary conduct of its business,
except for (i) such defects in title as could not,

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individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect and (ii) Permitted Liens and other encumbrances permitted under
any of the Loan Documents.

         (b)   As of the Closing Date, set forth on Schedule 5.08(b) hereto is a
complete and accurate list of all Liens (other than (i) Permitted Liens (other
than those Liens described in clause (b)(i) of Section 7.01)) on the property or
assets of any Loan Party or any of its Core Subsidiaries, showing the lienholder
thereof, the principal amount of the obligations secured thereby and the
property or assets of such Loan Party, or such Core Subsidiary subject thereto.
The property of the Parent Guarantor and its Subsidiaries (other than Excluded
Subsidiaries) is subject to no Liens other than (i) Liens set forth on Schedule
5.08(b), (ii) Liens existing as of the Closing Date but not set forth on
Schedule 5.08(b) which secure in the aggregate an amount of obligations not to
exceed $20,000,000 and (iii) Permitted Liens.

         (c)   As of the Closing Date, set forth on Schedule 5.08(c) hereto is a
complete and accurate list of all real property owned by any Loan Party or any
of its Core Subsidiaries or any Dormant Subsidiary with a fair market value in
excess of (i) $1,000,000 for each property that is used in connection with a
power generation facility or for a natural gas liquids processing,
fractionating, storage or transportation facility or asset and (ii) $5,000,000
for each property that is otherwise used in the business of any Loan Party or
any of its Core Subsidiaries or any Dormant Subsidiaries, showing the county or
other relevant jurisdiction, state, and record owner.

         (d)   As of the Closing Date, set forth on Schedule 5.08(d) hereto is a
complete and accurate list of all leases of real property under which any Loan
Party or any of its Core Subsidiaries is the lessee and which have an annual
rental cost in excess of $1,000,000 per lease, in each case exclusive of taxes,
insurance premiums and other operating expenses, excluding office leases (other
than the office lease for the Parent Guarantor's corporate headquarters at 1000
Louisiana, Houston, Texas) showing the street address, county or other relevant
jurisdiction, state, lessor, lessee and expiration date.

         (e)   As of the Closing Date, set forth on Schedule 5.08(e) hereto is a
complete and accurate list of all Investments held by any Loan Party or any of
its Core Subsidiaries (other than (i) Discontinued Business Operations, (ii)
Cash Equivalents, (iii) Investments in Subsidiaries of Parent Guarantor or in
the Parent Guarantor, (iv) extensions of credit in the ordinary course, (v)
Investments of the type described in clause (c) of the definition of the term
"Investment" and (vi) Investments which have, in the aggregate, a fair market
value of less than $20,000,000), showing as of the date hereof the amount,
obligor or issuer and maturity, if any, thereof.

         (f)   As of the Closing Date, set forth on Schedule 5.08(f) hereto is
the aggregate principal (or similar) amount outstanding under each of the CoGen
Facility, the Riverside Facility and the Alpha Facility.

         5.09. Environmental Compliance.

         (a)   Except as otherwise set forth on Schedule 5.09 or as could not,
individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect, the Loan Parties and their Subsidiaries (other than Excluded
Subsidiaries), and the Real Property, are

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in compliance with and have no liability under any Environmental Laws or
Environmental Permits, including, without limitation, with respect to any
third-party disposal sites or with respect to any formerly owned, leased, used,
operated or occupied properties.

         (b) Except as otherwise set forth on Schedule 5.09, none of the Real
Property is listed or proposed for listing on the NPL or on the CERCLIS or any
analogous foreign, state or local list or is adjacent to any such property, and,
to the best knowledge of the Loan Parties and their Subsidiaries (other than
Excluded Subsidiaries), none of the real properties formerly owned, leased,
used, operated or occupied by any Loan Parties or Subsidiaries (other than
Excluded Subsidiaries) is listed or proposed for listing on the NPL or on the
CERCLIS or any analogous foreign, state or local list.

         (c) Except as otherwise set forth on Schedule 5.09 or as could not,
individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect: (i) any current or former underground storage tank in which
Hazardous Materials are being or have been treated, stored or disposed on any
Real Property is and has been handled in compliance with applicable
Environmental Laws; (ii) any asbestos or asbestos-containing material at any
Real Property has been and is being handled in accordance with applicable
Environmental Laws; and (iii) any Hazardous Material that has been released,
discharged or disposed of on any Real Property has been or is in the process of
being remediated to the extent required under applicable Environmental Laws.

         (d) Except as otherwise set forth on Schedule 5.09 or as could not,
individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect: (i) neither any Loan Party nor any of its Subsidiaries (other
than Excluded Subsidiaries) is undertaking or funding, and has not completed or
funded, either individually or together with other potentially responsible
parties, any investigation or assessment or remedial or response action relating
to any actual or threatened release, discharge or disposal of Hazardous
Materials at or from any property, site, location or operation, either
voluntarily or pursuant to the order of any Governmental Authority or the
requirements of any Environmental Law; and (ii) all Hazardous Materials
generated, used, treated, handled or stored at, or transported to or from, any
real property currently or formerly owned or operated by any Loan Party or any
of its Subsidiaries (other than Excluded Subsidiaries) have been disposed of in
a manner not reasonably expected to result in liability to any Loan Party or any
of its Subsidiaries.

         (e) Except as otherwise set forth on Schedule 5.09, none of the Loan
Parties or any of their Subsidiaries (other than Excluded Subsidiaries) have
received (i) a written notice of any Environmental Action within the last five
years from a Person other than a Governmental Authority that has not been
finally resolved without any pending or future significant liability, obligation
or cost or (ii) a written notice of any Environmental Action from a Person,
including a Governmental Authority, that has not been finally resolved without
any pending or future liability, obligation or cost, and which could reasonably
be expected to have a Material Adverse Effect.

         (f) The Loan Parties and their Subsidiaries (other than Excluded
Subsidiaries) have all Environmental Permits necessary for the operation of any
and all Real Property and any ongoing or planned construction thereon (other
than with respect to any generation sites under

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development for which necessary operating permits are expected to be obtained in
due course if development is continued) or are in the process of obtaining such
replacements or renewals thereof, which are reasonably expected to be obtained
in due course, there is no default under any such permit, and the Loan Parties
and their Subsidiaries (other than Excluded Subsidiaries) have no reason to
believe that cause exists, with respect to Environmental Permits possessed by
the Loan Parties or their Subsidiaries for the revocation of any such permits
or, with respect to Environmental Permits for which the Loan Parties or their
Subsidiaries (other than Excluded Subsidiaries) have timely applied for or are
expected to be obtained in due course, the rejection or non-issuance of any such
permit, in each case set forth in this Section 5.09(f), other than which could
not reasonably be expected to have a Material Adverse Effect.

         5.10. Insurance. The properties of the Parent Guarantor and its
Subsidiaries are insured with financially sound and reputable insurance
companies not Affiliates of the Parent Guarantor (other than prudent
self-insurance programs, including captive insurance arrangements, in each case
consistent with past practices), in such amounts with such deductibles and
covering such risks as are customarily carried by companies engaged in similar
businesses and owning similar properties in localities where the Parent
Guarantor or the applicable Subsidiary operates.

         5.11. Taxes. The Parent Guarantor and its Subsidiaries have filed all
Federal, state and other material tax returns and reports required to be filed,
and have paid or provided for the payment of all Federal, state and other
material taxes due on such tax returns pursuant to any assessment received by
them, except those taxes that are being contested in good faith by appropriate
proceedings diligently conducted and for which adequate reserves have been
provided in accordance with GAAP. There is no proposed tax assessment in writing
against the Parent Guarantor or any Subsidiary that would, if made, have a
Material Adverse Effect. Neither any Loan Party nor any of its Subsidiaries is
party to any tax sharing agreement other than (i) the agreements listed on
Schedule 5.11 and (ii) any tax sharing agreement entered into in connection with
any Disposition permitted by this Agreement.

         5.12. ERISA Compliance.

         (a)   Except as disclosed on Schedule 5.06 or in any Public Disclosure
filed at least 10 days prior to the Closing Date, or, with respect to any matter
not so disclosed, including any matter disclosed on Schedule 5.12, except as has
not resulted and could not reasonably be expected to result in a Material
Adverse Effect, each Plan is in compliance with the applicable provisions of
ERISA, the Code and other Federal or state laws. Each Loan Party and each ERISA
Affiliate have made all contributions required by Section 412 of the Code,
including any required quarterly contributions, to each Plan subject to Section
412 of the Code, and no application for a funding waiver or an extension of any
amortization period pursuant to Section 412 of the Code has been made with
respect to any such Plan.

         (b)   Except as disclosed on Schedule 5.06 or in any Public Disclosure
filed at least 10 days prior to the Closing Date, or, with respect to any matter
not so disclosed, including any matter disclosed on Schedule 5.12, except as has
not resulted and could not reasonably be expected to result in a Material
Adverse Effect, there has been no prohibited transaction or violation of the
fiduciary responsibility rules with respect to any Plan.

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         (c)   (i) No ERISA Event (other than an ERISA Event described in clause
(e) or (f) of the definition of such term that relates solely to a Multiemployer
Plan) has occurred or is reasonably expected to occur that has resulted or could
reasonably be expected to result in a Material Adverse Effect; (ii) to the
knowledge of any Loan Party, no ERISA Event described in clause (e) or (f) of
the definition of such term (solely to the extent that such ERISA event pertains
to a Multiemployer Plan) has occurred or is reasonably expected to occur that
has resulted or could reasonably be expected to result in a Material Adverse
Effect; (iii) no Pension Plan has an "accumulated funding deficiency" (as
defined in Section 412 of the Code), whether or not waived, and no application
for a waiver of the minimum funding standard has been filed with respect to any
Pension Plan; (iv) neither any Loan Party nor any ERISA Affiliate has incurred,
or reasonably expects to incur, any liability under Title IV of ERISA with
respect to any Pension Plan (other than premiums due and not delinquent under
Section 4007 of ERISA) that has resulted or could reasonably be expected to
result in a Material Adverse Effect; (v) neither any Loan Party nor any ERISA
Affiliate has incurred, or reasonably expects to incur, any liability (and no
event has occurred which, with the giving of notice under Section 4219 of ERISA,
would result in such liability) under Sections 4201 or 4243 of ERISA with
respect to a Multiemployer Plan that has resulted or could reasonably be
expected to result in a Material Adverse Effect; and (vi) neither any Loan Party
nor any ERISA Affiliate has engaged in a transaction that could be reasonably
expected to be subject to Section 4069 or 4212(c) of ERISA.

         5.13. Subsidiaries

         (a)   As of the Closing Date, each Loan Party has no Subsidiaries other
than those specifically disclosed in Parts (a), (b), (c), (d) and (e) of
Schedule 5.13, and all of the outstanding Equity Interests in the Subsidiaries
listed in Part (a) of Schedule 5.13 owned by a Loan Party have been validly
issued, are fully paid and (in the case of each such Subsidiary that is a
corporation) non-assessable and are owned by a Loan Party in the amounts
specified in Part (a) of Schedule 5.13 free and clear of all Liens except those
created or permitted under the Loan Documents. As of the Closing Date, each
Subsidiary of the Parent Guarantor that is a Loan Party is set forth on Part (a)
of Schedule 5.13.

         (b)   Set forth in Part (b) of Schedule 5.13 hereto is a list of
Excluded Subsidiaries as of the Closing Date.


         (c)   As of the Closing Date, the aggregate net worth of the
Subsidiaries of the Parent Guarantor that are listed in Part (c) of Schedule
5.13 (the "Dormant Subsidiaries") is not greater than $20,000,000.

         (d)   Set forth in Part (d) of Schedule 5.13 hereto is a list of
foreign Subsidiaries of Parent Guarantor that are engaged in Discontinued
Business Operations described in clause (ii) of the definition thereof as of the
Closing Date (the "Discontinued Foreign Subsidiaries").

         (e)   As of the Closing Date, set forth in Part (e) of Schedule 5.13
hereto is a list of Subsidiaries of the Parent Guarantor that are not Loan
Parties and that are not otherwise described in Parts (b), (c) or (d) of
Schedule 5.13.

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         5.14. Margin Regulations; Investment Company Act; Public Utility
Holding Company Act.

         (a)   The Borrower is not engaged and will not engage, principally or
as one of its important activities, in the business of purchasing or carrying
margin stock (within the meaning of Regulation U issued by the FRB), or
extending credit for the purpose of purchasing or carrying margin stock and no
proceeds of any Borrowings or drawings under any Letter of Credit will be used
to purchase or carry any margin stock or to extend credit to others for the
purpose of purchasing or carrying any margin stock in violation of Regulation U.

         (b)   None of the Borrower, the Parent Guarantor, or any Material
Subsidiary of the Parent Guarantor is an "investment company" or a company
"controlled" by an "investment company" within the meaning of the Investment
Company Act of 1940.

         (c)   The Borrower and the Parent Guarantor are exempt from
registration and all other regulations and requirements of the Public Utility
Holding Company Act of 1935 ("PUHCA") and the rules and regulations promulgated
thereunder, other than Section 9(a)(2) thereof, pursuant to Section 3(a)(1) of
the 1935 Act except where the failure to be exempt could not reasonably be
expected to have a Material Adverse Effect. All Subsidiaries of the Parent
Guarantor that hold "exempt wholesale generator" status continue to meet the
eligibility requirements for "exempt wholesale generator" status under Section
32 of PUHCA, except where failure to meet such eligibility requirements could
not reasonably be expected to have a Material Adverse Effect. The Parent
Guarantor and its Subsidiary Illinova are exempt "holding companies" under
Section 3(a) of PUHCA, and Illinois Power Company, a Subsidiary of Illinova, is
a "public-utility company" except where the failure to be exempt could not
reasonably be expected to have a Material Adverse Effect.

         (d)   Neither the making of any Loan, nor the issuance of any Letters
of Credit, nor the application of the proceeds or repayment thereof by the
Borrower, nor the consummation of the other transactions contemplated by the
Loan Documents, will violate any provision of any Act referred to in Section
5.14(b) or (c) above or any rule, regulation or order of the SEC thereunder.

         (e)   All "qualifying facilities" owned by the Parent Guarantor or any
of its Subsidiaries (other than an Excluded Subsidiary) continue to meet the
eligibility requirements for "qualifying facilities" under the Public Utility
Regulatory Policies Act of 1978 and related regulations, except where failure to
meet such eligibility requirements could not reasonably be expected to have a
Material Adverse Effect.

         5.15. Disclosure. To the best knowledge of the executive officers of
the Borrower as of the date hereof, the written information furnished by or on
behalf of any Loan Party to any Agent or any Lender in connection with the
transactions contemplated hereby (including, without limitation, reports,
financial statements and certificates) and the negotiation of this Agreement or
delivered hereunder or any other Loan Document (as modified or supplemented by
other information so furnished), when taken as a whole together with the Parent
Guarantor or the Borrower's Public Disclosure and any Form 10-K, Form 10-Q or
Form 8-K filed by the Parent Guarantor or the Borrower after the Closing Date
(as updated from time to

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time) and after taking into account the updating of information in writing from
time to time in connection with this transaction do not contain any material
misstatement of fact or omit to state any material facts necessary to make the
statements therein, in the light of the circumstances under which they were
made, not misleading; provided that, with respect to projected financial
information, the Borrower and the Parent Guarantor represent only that such
information was prepared in good faith based upon assumptions believed to be
reasonable at the time. Notwithstanding anything to the contrary in the
preceding sentence, no representation, warranty or covenant is made with respect
to information for which the source is any separately identified (x) third party
source or (y) other person or entity not affiliated with or acting as agent or
representative for the Parent Guarantor or any of its Subsidiaries.

         5.16. Intellectual Property; Licenses, Etc. Each Loan Party and its
Subsidiaries other than Excluded Subsidiaries and Discontinued Foreign
Subsidiaries own, or possess the right to use, all of the trademarks, service
marks, trade names, copyrights, patents, patent rights, franchises, licenses and
other intellectual property rights (collectively, "IP Rights") that are
reasonably necessary for the operation of their respective businesses, without
conflict with the rights of any other Person except where the failure to own or
possess could not reasonably be expected to have a Material Adverse Effect. To
the best knowledge of the Borrower and the Parent Guarantor, no slogan or other
advertising device, product, process, method, substance, part or other material
now employed, or now contemplated to be employed, by any Loan Party or any
Subsidiary (other than Excluded Subsidiaries and Discontinued Foreign
Subsidiaries) infringes upon any rights held by any other Person, except for any
such infringement that if litigated could not reasonably be expected to have a
Material Adverse Affect.

         5.17. Solvency. To the best knowledge and belief of the Parent
Guarantor, each Loan Party (other than any Immaterial Subsidiary) is,
individually and together with its Subsidiaries, Solvent.

                                   ARTICLE VI
                              AFFIRMATIVE COVENANTS

         So long as any Lender shall have any Commitment hereunder, any Loan or
other payment Obligation (other than indemnification obligations under Sections
3.01, 3.04 and 11.05) hereunder which is accrued and payable shall remain unpaid
or unsatisfied, or any Letter of Credit shall remain outstanding, the Parent
Guarantor shall, and shall (except in the case of the covenants set forth in
Sections 6.01, 6.02, 6.03 and 6.11) cause each Subsidiary (other than the
Excluded Subsidiaries) to:

         6.01. Financial Statements. Deliver to the Payment Agent:

         (a)   as soon as available, but in any event within 100 days after the
end of each fiscal year commencing with the fiscal year ending December 31, 2003
of the Parent Guarantor, (i) a consolidated balance sheet of the Parent
Guarantor and its Subsidiaries as at the end of such fiscal year, and the
related consolidated statements of income or operations, shareholders' equity
and cash flows for such fiscal year, setting forth in each case in comparative
form the figures for the previous fiscal year, all in reasonable detail and
prepared in accordance with GAAP consistently applied for the period covered

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         thereby, except as otherwise expressly noted therein, audited and
         accompanied by a report and opinion of PricewaterhouseCoopers or
         another "big four" accounting firm, which report and opinion shall be
         prepared in accordance with generally accepted auditing standards and
         shall not be subject to any material qualification or exception as to
         the scope of such audit and (ii) a consolidating balance sheet by
         Business Segment as at the end of such fiscal year and related
         consolidating statements of income and cash flow for such fiscal year
         by Business Segment, prepared in accordance with GAAP to the extent
         applicable;

               (b)  as soon as available, but in any event within 50 days after
         the end of each of the first three fiscal quarters of each fiscal year
         of the Parent Guarantor, (i) a consolidated balance sheet of the Parent
         Guarantor and its Subsidiaries as at the end of such fiscal quarter,
         and the related consolidated statement of income or operations for such
         fiscal quarter and related consolidated statements of income or
         operations and cash flow for the portion of the Parent Guarantor's
         fiscal year then ended, setting forth in the case of the (a) income
         statement comparative form to the figures for the corresponding fiscal
         quarter of the previous fiscal year and the corresponding portion of
         the previous fiscal year and (b) cash flow statement a comparative form
         to the corresponding portion of the previous fiscal year and (c)
         balance sheet a comparative form to the previous fiscal year end, all
         in reasonable detail and certified by a Responsible Officer of the
         Parent Guarantor as fairly presenting in all material respect the
         financial condition, results of operations, and cash flows of the
         Parent Guarantor and its Subsidiaries in accordance with GAAP
         consistently applied for the period covered thereby, except as
         otherwise expressly noted therein, subject only to normal year-end
         adjustments and the absence of footnotes and (ii) a consolidating
         balance sheet by Business Segment as at the end of such quarter and
         related consolidating statements of income and cash flow for such
         quarter on a year-to-date basis by Business Segment, prepared in
         accordance with GAAP to the extent applicable;

               (c)  as soon as available, but in any event within 30 days after
         the end of each month, consolidated balance sheet data of the Parent
         Guarantor and its Subsidiaries as of the end of such month and
         consolidated income and cash flow data for the Parent Guarantor and its
         Subsidiaries for the period commencing at the end of the previous month
         and ending with the end of such month, all in reasonable detail and
         generated from the Parent Guarantor's accounting system, it being
         understood that such information will not reflect the process of
         financial statement preparation which the Parent Guarantor performs on
         a quarterly basis;

               (d)  as soon as available following approval by the board of
         directors of the Parent Guarantor, but in any event no later than the
         last Business Day of the first fiscal quarter of 2004, a forecast
         prepared by management of the Parent Guarantor, in form reasonably
         satisfactory to the Administrative Agents, of consolidated balance
         sheets, income statements and cash flow statements of the Parent
         Guarantor and its Subsidiaries on a quarterly basis for 2004; provided,
         however, that if the final forecast is not available prior to February
         28, 2004, a preliminary draft of such forecast shall be delivered to
         the Payment Agent on or prior to such date;

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               (e)   as soon as available, but in any event no later than 30
         days following the Closing Date, the Audited Financial Statements; and

               (f)   on or prior to the tenth day of each month, a detailed
         forecast of all cash flows of the Parent Guarantor and its Subsidiaries
         (including cash receipts and cash disbursements) for such month and for
         the next two months, setting forth in comparative form the figures
         delivered in the immediately preceding month pursuant to this Section
         6.01(f) for such period and including an explanation of any variance,
         all in reasonable detail and certified by a Responsible Officer of the
         Parent Guarantor as fairly presenting in all material respects a good
         faith estimate of such cash flows.

As to any information contained in materials furnished pursuant to Section
6.02(e), the Parent Guarantor shall not be separately required to furnish such
information under Section 6.01(a) or (b), but the foregoing shall not be in
derogation of the obligation of the Parent Guarantor to furnish the information
and materials described in Sections 6.01(a) and (b) at the times specified
therein.

               6.02. Certificates; Other Information. Deliver to the Payment
Agent, in form and detail satisfactory to the Administrative Agents:

               (a)   concurrently with the delivery of the financial statements
         referred to in Section 6.01(a), a "no default letter" shall be
         furnished by the auditors of such financial statements stating that, in
         connection with the audit, nothing came to the attention of the
         independent public accountants that caused them to believe that the
         Borrower was in Default under the financial covenants set forth in
         Section 7.11(a) and 7.12, insofar as they related to accounting matters
         subject to auditing procedures. If any such Default shall exist, the
         nature and status of such events shall be stated in such letter;

               (b)   concurrently with the delivery of the financial statements
         in Sections 6.01(a) and (b), a certificate signed by a Responsible
         Officer of the Parent Guarantor (such certificate in the case of the
         information provided pursuant to clauses (ii) and (iii) below stating
         that such information fairly presents in all material respects a good
         faith estimate of such exposures and guarantees) as to (i) the
         calculation of the Indenture Lien Basket and the aggregate amount of
         the Principal Property Secured Term Indebtedness, in each case as of
         the date of the most recent balance sheet, (ii) the gross amount for
         the Parent Group of (a) accounts receivable and risk management assets
         and (b) accounts payable and risk management liabilities, in each case
         after giving effect to any applicable Netting Agreements for all Swap
         Contracts and Tolling Agreements with counterparties and legal entities
         in which there is a net exposure to the Parent Group of greater than
         $1,000,000 and (iii) a listing of all guarantees by legal entity for
         the Parent Group related to commodity contracts, and a listing of any
         guarantees that are not related to commodity contracts and are not
         collateralized for the same;

               (c)   concurrently with the delivery of the financial statements
         referred to in Sections 6.01(a) and (b), a duly completed Compliance
         Certificate signed by a Responsible Officer of the Parent Guarantor,
         and in the event of any change in GAAP used in the preparation of such
         financial statements, the Parent Guarantor shall also

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         provide, if necessary for the determination of compliance with Section
         7.11, financial statements and other documents required under this
         Agreement or as reasonably requested hereunder setting forth a
         reconciliation between calculations of the financial ratios and
         financial covenants made before and after giving effect to such change;

               (d)   promptly after any receipt, copies of any management
         letters or recommendations submitted to the board of directors (or the
         audit committee of the board of directors) of any Loan Party by
         independent auditors in connection with the accounts or books of any
         Loan Party or any Subsidiary, or any audit of any of them;

               (e)   promptly after the same are available, copies of each
         publicly available annual report, proxy or financial statement or other
         report or communication sent to the stockholders of the Borrower, and
         copies of all publicly available annual, regular, periodic and special
         reports and registration statements which the Borrower may file or be
         required to file with the SEC under Section 13 or 15(d) of the
         Securities Exchange Act of 1934, or with any Governmental Authority
         that may be substituted therefor, or with any national securities
         exchange, and in any case not otherwise required to be delivered to the
         Administrative Agents pursuant hereto;

               (f)   within 30 days after the end of each fiscal year, a report
         summarizing the insurance coverage (specifying type, amount and
         carrier) in effect for each Loan Party and its Subsidiaries and
         containing such additional information as the Administrative Agents or
         the Required Lenders through the Administrative Agents, may reasonably
         specify;

               (g)   promptly after receipt thereof by any Loan Party or any of
         its Subsidiaries, copies of each initial notice or other initial
         correspondence received from the SEC (or comparable agency in any
         applicable non-U.S. jurisdiction) concerning any investigation or
         possible investigation or other inquiry by such agency regarding
         financial or other operational results of any Loan Party or any of its
         Subsidiaries; provided that the foregoing shall not apply to any
         comment letters issued by the division of Corporation Finance of the
         SEC;

               (h)   promptly after the receipt thereof, notice of any
         Environmental Action against any Loan Party or any of its Subsidiaries,
         or notice of any noncompliance with or liability under any
         Environmental Law or Environmental Permit, that could (i) reasonably be
         expected to have a Material Adverse Effect, (ii) cause any property
         described in the Mortgages to be subject to any restrictions on
         occupancy or use under any Environmental Law or (iii) cause any
         property described in the Mortgages to be subject to any restrictions
         on ownership or transferability under any Environmental Law that in the
         case of clause (ii) or (iii) individually or in the aggregate could
         reasonably be expected to have a Material Adverse Effect;

               (i)   as soon as available and in any event within 30 days after
         the end of each fiscal quarter, a report supplementing Schedules
         5.08(c) and 5.08(d) hereto, including a list and description (including
         the county or other relevant jurisdiction, state and record owner, and,
         in the case of leases of property, lessor, lessee, and expiration date
         thereof) of

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         all real property acquired or leased during such fiscal year that would
         have had to be included in Schedule 5.08(c) or Schedule 5.08(d) if the
         real property had been owned or a lease had been in existence on the
         Closing Date;

               (j)   as soon as available and in any event within 10 days after
         the end of each month, a calculation of the Liquidity of the Parent
         Group, (i) as at the end of the previous month and (ii) as at the date
         during such previous month on which the Liquidity of the Parent Group
         was at the lowest point during such month, certified by the Chief
         Financial Officer of the Parent Guarantor;

               (k)   upon the determination by the Parent Guarantor that (i) any
         Loan Party should be designated as an "Immaterial Subsidiary" in
         accordance with the criteria set forth in the definition thereof or
         (ii) any existing Immaterial Subsidiary should be designated as a Loan
         Party that is not an Immaterial Subsidiary, a notice as to such
         determination together with (x) in the case of clause (i), a
         certification as to the calculation of the aggregate fair value of the
         assets held by all of the Immaterial Subsidiaries that are designated
         as such at such time (including the Loan Party identified in such
         notice) and (y) in the case of clause (ii), a certification that, to
         the best knowledge and belief of the Parent Guarantor, such Loan Party
         is, individually and together with its Subsidiaries, Solvent;

               (l)   promptly, such additional information regarding the
         business, financial or corporate affairs or properties of any Loan
         Party or any Subsidiary or any Pension Plan or Multiemployer Plan (but
         with respect to any Multiemployer Plan, only to the extent any Loan
         Party or any Subsidiary has received such information from such plan),
         or compliance with the terms of the Loan Documents, as the
         Administrative Agents or any Lender may from time to time reasonably
         request; provided that no Loan Party or its Subsidiaries shall be
         obligated to deliver (i) any information which is subject to the
         attorney-client-privilege or with respect to which the
         attorney-client-privilege would be waived if such information were
         disclosed to the Payment Agent or any Lender, (ii) any information that
         is subject to a confidentiality agreement that restricts its disclosure
         or (iii) any information that can otherwise not be disclosed due to
         legal or contractual restrictions.

               Documents required to be delivered pursuant to Section 6.01(a) or
(b) or Section 6.02(e) (to the extent any such documents are included in
materials otherwise filed with the SEC) may be delivered electronically and if
so delivered, shall be deemed to have been delivered on the date (i) on which
the Parent Guarantor posts such documents, or provides a link thereto on the
Parent Guarantor's website on the Internet at the website address listed on
Schedule 11.02; or (ii) on which such documents are posted on the Parent
Guarantor's behalf on IntraLinks/IntraAgency or another relevant website, if
any, to which each Lender and each Agent have access (whether a commercial,
third-party website or whether sponsored by either Administrative Agent);
provided that the Parent Guarantor shall deliver paper copies of such documents
to the Payment Agent (and the Payment Agent shall deliver to such Lender) if any
Lender requests the Parent Guarantor to deliver such paper copies.
Notwithstanding anything contained herein, in every instance the Parent
Guarantor shall be required to provide paper copies of the Compliance
Certificates required by Section 6.02(c) to the Payment Agent. Except

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for such Compliance Certificates, the Administrative Agents shall have no
obligation to request the delivery or to maintain copies of the documents
referred to above, and in any event shall have no responsibility to monitor
compliance by the Parent Guarantor with any such request for delivery, and each
Lender shall be solely responsible for requesting delivery to it or maintaining
its copies of such documents.

               6.03. Notices. Promptly notify the Payment Agent:

               (a)   of the occurrence of any Default;

               (b)   of any matter that has resulted or could reasonably be
          expected to result in a Material Adverse Effect;

               (c)   of the occurrence of any ERISA Event (or, in the case of an
          ERISA Event described in clause (e) or (f) of the definition of such
          term and solely to the extent that such ERISA Event pertains to a
          Multiemployer Plan, any Loan Party or any Subsidiary obtaining
          knowledge of the occurrence of any such ERISA Event) that has resulted
          or could reasonably be expected to result in a Material Adverse
          Effect; and

               (d)   of the (A) occurrence of any Disposition of property or
          assets for which a Loan Party is required (or would be required if not
          subject to a legal restriction or Payment Restriction) to make a
          mandatory repayment pursuant to Section 2.05(b)(i), (B) occurrence of
          any sale of capital stock or other Equity Interests for which the
          Borrower is required (or would be required if not subject to a legal
          restriction or Payment Restriction) to make a mandatory repayment
          pursuant to Section 2.05(b)(ii), (C) incurrence or issuance of any
          Indebtedness for which the Borrower is required (or would be required
          if not subject to a legal restriction or Payment Restriction) to make
          a mandatory repayment pursuant to Section 2.05(b)(iii) or (iv) and (D)
          receipt of any Extraordinary Receipt for which the Borrower is
          required (or would be required if not subject to a legal restriction
          or Payment Restriction) to make a mandatory repayment pursuant to
          Section 2.05(b)(v), in each case, in a certificate describing the
          amount and nature of the Net Cash Proceeds (together with a detailed
          calculation of such Net Cash Proceeds) and in the event that a
          Subsidiary is unable to transfer such Net Cash Proceeds to any Loan
          Party a reasonably detailed written explanation from a Responsible
          Officer of the circumstances preventing such Subsidiary from
          transferring such Net Cash Proceeds to any Loan Party.

               Each notice pursuant to this Section shall be accompanied by a
statement of a Responsible Officer of the Borrower setting forth details of the
occurrence referred to therein and stating what action the Borrower has taken
and proposes to take with respect thereto. Each notice pursuant to Section
6.03(a) shall describe with particularity any and all provisions of this
Agreement and any other Loan Document that have been breached.

               6.04. Payment of Obligations. Pay and discharge as the same shall
become due and payable (a) all tax liabilities, assessments and governmental
charges or levies upon it or its properties or assets, unless the same are being
contested in good faith by appropriate proceedings diligently conducted and
adequate reserves in accordance with GAAP are being maintained by the Parent
Guarantor or such Subsidiary; and (b) all lawful claims which, if unpaid, would
by

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law become a Lien upon its property (other than a Permitted Lien or a claim
being contested in good faith), except, in each case, where the failure to do so
could not reasonably be expected to have a Material Adverse Effect.

           6.05.  Preservation of Existence, Etc. Except in a transaction
permitted by Section 7.04 or 7.05, (a) preserve, renew and maintain in full
force and effect its legal existence and good standing under the Laws of the
jurisdiction of its organization; and (b) take all reasonable action to maintain
all rights, privileges, permits, licenses and franchises necessary or desirable
in the normal conduct of its business; except in the case of clause (a) (solely
with respect to good standing) and clause (b), to the extent that failure to do
so could not reasonably be expected to have a Material Adverse Effect.

           6.06.  Maintenance of Properties. (a) Maintain, preserve and protect
all of its material properties and equipment necessary in the operation of its
business in good working order and condition, ordinary wear and tear excepted;
and (b) make all necessary repairs thereto and renewals and replacements
thereof, except, in the case of clauses (a) and (b), where the failure to do so
could not reasonably be expected to have a Material Adverse Effect; provided
that the foregoing shall not (i) require such maintenance, preservation,
protection, repair, renewal or replacement of obsolete, surplus or worn out
property or with respect to property that is no longer commercially viable to
operate and maintain or (ii) otherwise restrict a Disposition otherwise
permitted under Section 7.05.

           6.07.  Maintenance of Insurance. Maintain with financially sound and
reputable insurance companies not Affiliates of the Parent Guarantor, insurance
with respect to its properties and business against loss or damage of the kinds
customarily insured against by Persons engaged in the same or similar business,
of such types and in such amounts with reasonable deductibles, limits,
retentions and self-insurance (including captive insurance arrangements
consistent with past practices) as are customarily carried under similar
circumstances by such other Persons and providing for not less than 30 days'
prior notice to the Administrative Agents of termination, lapse or cancellation
of such insurance (other than as a result of non-payment of premiums) or 10
days' prior notice to the Administrative Agents of termination, lapse or
cancellation of such insurance as a result of non-payment of premiums with
respect to such insurance.

           6.08.  Compliance with Laws. Except as set forth in the Public
Disclosure at least 10 days prior to the Closing Date or in Schedule 5.01,
comply in all material respects with the requirements of all Laws and all
orders, writs, injunctions and decrees applicable to it or to its business or
property, except in such instances in which (a) such requirement of Law or
order, writ, injunction or decree is being contested in good faith by
appropriate proceedings diligently conducted; or (b) the failure to comply
therewith could not reasonably be expected to have a Material Adverse Effect.

           6.09.  Books and Records. Maintain proper books of record and account
as are necessary to prepare the financial statements and other documentation
required by Sections 6.01 and 6.02.

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           6.10.  Inspection Rights. Permit representatives and independent
contractors of each Agent and each Lender to visit and inspect any of its
properties, to examine its corporate, financial and operating records, and make
copies thereof or abstracts therefrom, and to discuss its affairs, finances and
accounts with its directors, officers, and independent public accountants, all
at the expense of the Borrower and at such reasonable times during normal
business hours and as often as may be reasonably desired, upon reasonable
advance notice to the Borrower and subject to any applicable safety rules and
procedures; provided, however, that when an Event of Default exists any Agent or
any Lender (or any of their respective representatives or independent
contractors) may do any of the foregoing at the expense of the Borrower at any
time during normal business hours and without advance notice.

           6.11.  Use of Proceeds. Use the proceeds of the Credit Extensions for
general corporate purposes not in contravention of any Law or of any Loan
Document.

           6.12.  Covenant to Guarantee Obligations and Give Security. Upon (v)
written notice by the Borrower and a Subsidiary that is not a Loan Party to the
Administrative Agents requesting that such Subsidiary be made a Loan Party, (w)
any Core Subsidiary or a Dormant Subsidiary that was not a Loan Party on the
Closing Date because it was (1) subject to a legal or contractual restriction
which restricted its ability to enter into the Guaranty or the Collateral
Documents or (2) prohibited by Laws from entering into the Guaranty or the
Collateral Documents ceasing to be subject to such restrictions or prohibitions,
(x) the identification of any material asset owned by a Loan Party (other than
any Immaterial Subsidiary) on the Closing Date that is not a Restricted Asset,
but not disclosed in writing to any of the Agents prior to the Closing Date, (y)
the formation or acquisition of any new wholly owned direct or indirect Core
Subsidiaries by any Loan Party (other than any Immaterial Subsidiary) or (z) the
acquisition after the Closing Date of any material asset by any Loan Party
(other than any Immaterial Subsidiary), if such asset, in the judgment of the
Administrative Agents, shall not already be subject to a perfected security
interest in favor of the Collateral Agent or the Collateral Trustees, as
appropriate, for the benefit of the appropriate Secured Parties; then unless in
the case of an asset described in clauses (x) and (z) that is also a Restricted
Asset, the Parent Guarantor shall, in each case at the Borrower's expense:

           (i)    within 30 days after the occurrence of the events described in
     clause (v), (w) or (y), cause each such affected Subsidiary to duly execute
     and deliver to the Administrative Agent a Guaranty or Guaranty Supplement,
     guaranteeing the Borrower's obligations under the Loan Documents,

           (ii)   within 30 days after such notice, occurrence, formation or
     acquisition, furnish to the Administrative Agents and the Collateral Agent
     a description of (A) in the case of clause (v), (w) or (y), the material
     real properties and personal properties of such Subsidiary not previously
     disclosed to the Administrative Agent or Collateral Agent that are not
     Restricted Assets and (B) in the case of clause (x) or (z), a general
     description of such material asset, in each case in reasonable detail
     satisfactory to the Administrative Agents and the Collateral Agent,

           (iii)  within 60 days after such notice, occurrence, formation or
     acquisition, duly execute and deliver, and cause each such affected
     Subsidiary to duly execute and

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     deliver, to the Administrative Agents and Collateral Agent appropriate
     Collateral Documents covering the material real properties and the personal
     properties that are not Restricted Assets and have not previously been
     subject to the Collateral Documents in substantially the same form as used
     at the Closing Date and otherwise in form and substance reasonably
     satisfactory to the Administrative Agents, securing payment of all the
     Obligations of the applicable Loan Party under the Loan Documents and
     constituting Liens on all such assets,

          (iv)   within 60 days after such notice, occurrence, formation or
     acquisition, take, and cause such affected Subsidiary or the parent of such
     affected (or in the case of real property, the portion of such obligations
     equal to the value of such real property) Subsidiary to take, whatever
     action (including, without limitation, the recording of mortgages, the
     filing of Uniform Commercial Code financing statements, the giving of
     notices and the endorsement of notices on title documents) may be necessary
     or advisable in the opinion of the Administrative Agent to vest in the
     Collateral Agent or the Collateral Trustees, as applicable (or in any
     representative of such Person designated by it), valid and subsisting Liens
     on the properties described in clauses (ii) and (iii) above, enforceable
     against all third parties in accordance with their terms,

          (v)    within 60 days after such notice, occurrence, formation or
     acquisition, deliver to the Administrative Agents, upon the request of the
     Administrative Agents in the case of assets having a value in excess of
     $20,000,000 or in the case of a new Core Subsidiary or Dormant Subsidiary
     having a net worth in excess of $20,000,000 in their sole discretion, a
     signed copy of a favorable opinion, addressed to the Administrative Agents
     and the Collateral Agent and the other Secured Parties, of counsel for the
     Loan Parties acceptable to the Administrative Agents as to the matters
     contained in clauses (i), (iii) and (iv) above, as to such Guaranty,
     Guaranty Supplement or applicable Collateral Document, being valid and
     binding obligations of each Loan Party party thereto enforceable in
     accordance with their terms, as to the matters contained in clause (iv)
     above, as to such recordings, filings, notices, endorsements and other
     actions being sufficient to create valid perfected Liens on such
     properties, and as to such other matters as the Administrative Agents may
     reasonably request,

          (vi)   as promptly as practicable after such notice, occurrence,
     formation or acquisition, deliver, upon the request of the Administrative
     Agents and the Collateral Agent in their sole discretion, to the
     Administrative Agents and the Collateral Agent with respect to each parcel
     of real property that is not a Restricted Asset owned or held by the entity
     that is the subject of such occurrence, request, formation or acquisition
     title reports, surveys and other similar reports, each in scope, form and
     substance satisfactory to the Administrative Agents and the Collateral
     Agent; provided, however, that to the extent that any Loan Party or any of
     its Subsidiaries shall have otherwise received any of the foregoing items
     with respect to such real property, such items shall, promptly after the
     receipt thereof, be delivered to the Administrative Agents and the
     Collateral Agent, and

          (vii)  at any time and from time to time, promptly execute and deliver
     any and all further instruments and documents and take all such other
     action as the Administrative Agents and the Collateral Agent may reasonably
     deem necessary or desirable in obtaining

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     the full benefits of, or in perfecting and preserving the Liens of, such
     Guaranties, Guaranty Supplements and Collateral Documents;

provided, however, that this Section 6.12 shall not be applicable to (A) the
extent that the grant or perfection of a Lien on the Equity Interests in a
Subsidiary or on the assets of the Borrower, the Parent Guarantor or any
Subsidiary or the entering into of a Guaranty or Guaranty Supplement would
require waiver, approval or consent from Governmental Authorities of, lenders,
service providers or suppliers to or co-owners, partners, investors, customers
or other contractual counterparties of a Person in which the Parent Guarantor or
any of its Subsidiaries has a direct or indirect Equity Interest, (B) a
Subsidiary that is a controlled foreign corporation as provided in Section 957
of the Code or that is directly or indirectly owned in part by a Person not,
directly or indirectly, a wholly owned subsidiary of the Parent Guarantor or (C)
any Subsidiary or assets that do not have a fair market value of more than
$5,000,000.

           6.13.  Compliance with Environmental Laws. Except as set forth in
Public Disclosure filed at least ten (10) days prior to the Closing Date or as
set forth in Schedule 5.09 or except as could not, either individually or in the
aggregate be reasonably likely to have a Material Adverse Effect: comply, and
cause all lessees and other Persons operating or occupying its properties to
comply, in all material respects, with all applicable Environmental Laws and
Environmental Permits; obtain and renew all Environmental Permits necessary for
its operations and properties; and conduct any investigation, study, sampling
and testing, required under Environmental Laws, and undertake any cleanup,
removal, remedial or other action, required under Environmental Laws, to remove
and clean up all Hazardous Materials from any of its properties; provided,
however, that neither the Parent Guarantor nor any of its Subsidiaries shall be
required to undertake any such cleanup, removal, remedial or other action to the
extent that its obligation to do so is being contested in good faith and by
proper proceedings with diligence in bringing the matter to closure, appropriate
reserves are being maintained with respect to such circumstances, and any such
Hazardous Material do not and could not reasonably be expected to pose an
imminent and substantial endangerment to human health or the environment.

           6.14.  Preparation of Environmental Reports. To the extent Borrower
or any Loan Party has the authority to conduct such assessments without
obtaining required consent from any other Person, at the request of the
Administrative Agents or Required Lenders, provide to the Lenders within 60 days
after such request, at the expense of the Borrower, an environmental site
assessment, soil or groundwater report for any of the properties described in
the Mortgages or for any properties not described in the Mortgages, if, with
respect to such properties not described in the Mortgages, any Loan Parties or
any of their Subsidiaries receive notice of any Environmental Action relating to
any such properties not described in the Mortgages, or the Required Lenders
determine that any properties not described in the Mortgages are, or are likely
to become, subject to any Environmental Liability. With respect to any
properties not described in the Mortgages that require consent from any other
person prior to conducting such assessment, Borrower shall use reasonable
efforts to obtain such consent and, if such consent is obtained, will conduct
the environmental assessment. If such consent is not granted, Borrower shall not
be required to conduct such assessment. Any environmental site assessment report
prepared pursuant to this Section 6.14 shall be prepared by an environmental
consulting firm acceptable to the Administrative Agent and shall indicate the
presence or

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absence of Hazardous Materials affecting any subject property and the estimated
cost of any compliance, removal or remedial action required under Environmental
Laws. Without limiting the generality of the foregoing, if the Administrative
Agents determine at any time that a material risk exists that any such report
will not be provided within the time referred to above, the Administrative
Agents may retain an environmental consulting firm to prepare such report at the
expense of the Borrower, and, to the extent the Borrower has the right to grant
such authorization or to cause such Subsidiary to grant such authorization, the
Borrower hereby grants and agrees to cause any such Subsidiary that owns any
property described in such request to grant at the time of such request to the
Administrative Agents, the Lenders, such firm and any agents or representatives
thereof an irrevocable non-exclusive license, subject to the rights of tenants,
to enter onto their respective properties to undertake such an assessment.

           6.15.  Further Assurances. Promptly upon request by any Agent, or any
Lender through either Administrative Agent, (i) correct any material defect or
error that may be discovered in any Loan Document or in the execution,
acknowledgment, filing or recordation thereof, and (ii) do, execute,
acknowledge, deliver, record, re-record, file, re-file, register and re-register
any and all such further acts, deeds, certificates, assurances and other
instruments as any Agent, or any Lender through either Administrative Agent, may
reasonably require from time to time in order to carry out more effectively the
purposes of the Loan Documents.

           6.16.  Material Contracts. Perform and observe all the terms and
provisions of each Material Contract to be performed or observed by it, maintain
each such Material Contract in full force and effect, enforce each such Material
Contract in accordance with its terms, take all such action to such end as may
be from time to time requested by the Administrative Agents and, upon request of
the Administrative Agents, make to each other party to each such Material
Contract such demands and requests for information and reports or for action as
any Loan Party or any of its Subsidiaries is entitled to make under such
Material Contract, and cause each of its Subsidiaries to do so, except, in any
case described in this Section 6.16, where the failure to do so, either
individually or in the aggregate, could not be reasonably likely to have a
Material Adverse Effect.

           6.17.  Upstreaming of Net Cash Proceeds and Extraordinary Receipts by
Subsidiaries. Cause any of its Subsidiaries (other than Illinois Power Company
and its Subsidiaries) who have received Net Cash Proceeds or Extraordinary
Receipts in connection with a transaction contemplated by Section 2.05(b) to
transfer such Net Cash Proceeds or Extraordinary Receipts, as the case may be,
to the Borrower or another Loan Party; provided that such transfer shall not be
required to be made if, and to the extent, such transfer would violate any
applicable Payment Restriction or applicable Law, or if any Payment Restriction
or applicable Law would (i) require minority owner approval (it being understood
that the Parent Guarantor shall use reasonable efforts to obtain such minority
owner approval) or (ii) involve, in the Parent Guarantor's good faith
determination or the good faith determination of a majority of the governing
body of such Subsidiary, a reasonable likelihood of there being a breach of
fiduciary duties by the governing body of such Subsidiary.

           6.18.  Mortgaged Property. Within 45 days following the Closing Date,

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                  (A)    evidence that counterparts of the Pre-Closing Mortgages
         have been duly recorded in all filing or recording offices that the
         Administrative Agents may deem necessary or desirable in order to
         create a valid first and subsisting Lien, subject only to Permitted
         Encumbrances and Permitted Liens described therein, on the property
         described therein in favor of the Collateral Agent or the Collateral
         Trustees, as the case may be, for the benefit of the appropriate
         Secured Parties and that all filing and recording taxes, documentary
         stamp taxes, and similar taxes, charges and fees required to be paid in
         connection with the filing or recording of such Pre-Closing Mortgages
         have been paid,

                  (B)(1) deeds of trust, trust deeds, mortgages, leasehold
         mortgages and leasehold deeds of trust, in substantially the forms of
         Exhibit F-1 and Exhibit F-2 hereto (with such changes as may be
         required to account for local law matters) and otherwise in form and
         substance satisfactory to the Administrative Agents, and covering the
         properties listed on Part IIA-1 of each of Schedule 5.08(c) and
         Schedule 5.08(d) hereto (in each case as amended, the "Post-Closing
         Non-Shared Mortgages") and (2) deeds of trust, trust deeds, mortgages,
         leasehold mortgages and leasehold deeds of trust, in substantially the
         form of Exhibit F-1 and Exhibit F-2 hereto (with such changes as may be
         required to account for local law matters) and otherwise in form and
         substance reasonably satisfactory to the Administrative Agents, and
         covering the properties listed on Part IIB-1 of each of Schedule
         5.08(c) and Schedule 5.08(d) hereto (in each case as amended, the
         "Post-Closing Shared Mortgages", and together with the Post-Closing
         Non-Shared Mortgages, the "Post-Closing Mortgages"), duly executed by
         the appropriate Loan Party, together with evidence that counterparts of
         such Post-Closing Mortgages have been duly recorded in all filing or
         recording offices that the Administrative Agents may deem necessary or
         desirable in order to create a valid first and subsisting Lien on the
         property described therein in favor of the Collateral Agent or the
         Collateral Trustees, as the case may be, for the benefit of the
         appropriate Secured Parties and that all filing and recording taxes,
         documentary stamp taxes, and similar taxes, charges and fees required
         to be paid in connection with the filing or recording of such
         Post-Closing Mortgages have been paid, provided that if such
         Post-Closing Mortgages cannot be reasonably obtained within such
         forty-five (45) day period and the Borrower shall be thereafter
         diligently and continuously proceeding to obtain the same, such
         forty-five (45) day period shall be extended for a period of time
         during which the Borrower is diligently and continuously attempting to
         prosecute the same to completion, or until the Borrower, with the
         concurrence of the Administrative Agents (such concurrence not to be
         unreasonably withheld), determines that such Post-Closing Mortgages
         will not be forth coming notwithstanding its diligent efforts,

                  (C)    with respect to those properties indicated with a cross
         on Part IIA-2 and Part IIB-2 of each of Schedule 5.08(c) and Schedule
         5.08(d), Mortgage Policies (revised to give effect to the Survey
         received in connection with the applicable Mortgaged Property,
         including the elimination of the standard "survey" exception), in the
         same form and substance as the applicable pro-formas or hand-marked
         commitments relating to such Mortgage Policies delivered to, and
         approved and accepted by, the Administrative Agents on or prior to
         Closing,

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          (D)  with respect to those properties indicated with an asterisk on
     Part IIA-2 and Part IIB-2 of each of Schedule 5.08(c) and Schedule 5.08(d),
     Surveys (for which all necessary fees (where applicable) have been paid),
     certified to the Administrative Agents, the Collateral Trustees and the
     issuer of the Mortgage Policies by a land surveyor duly registered and
     licensed in the States in which the property described in such surveys is
     located,

          (E)  with respect to those properties indicated with a pound sign on
     Part I or Part IIA-1 of Schedule 5.08(c), (1) deeds, duly executed and
     delivered by the appropriate party-in-interest and legally sufficient to
     convey good title to such properties, together with evidence that the same
     have been have been duly recorded in all applicable recording offices, (2)
     Mortgages or amendments to Mortgages, as applicable, in form and substance
     reasonably satisfactory to the Administrative Agents, duly executed and
     delivered by the appropriate Loan Party and legally sufficient to subject
     such properties to the Liens of the applicable Mortgages, together with
     evidence that counterparts of such Mortgages or Mortgage amendments, as
     applicable, have been duly recorded in all applicable recording offices and
     that all filing and recording taxes, documentary stamp taxes, and similar
     taxes, charges and fees required to be paid in connection with the filing
     or recording of such Mortgages or Mortgage amendments have been paid,
     provided that if such deeds, and consequently such Mortgage amendments,
     cannot be reasonably obtained within such forty-five (45) day period and
     the Borrower shall be thereafter diligently and continuously proceeding to
     obtain the same, such forty-five (45) day period shall be extended for a
     period of time during which the Borrower is diligently and continuously
     attempting to prosecute the same to completion, or until the Borrower, with
     the concurrence of the Administrative Agents (such concurrence not to be
     unreasonably withheld), determines that such deeds, and consequently such
     Mortgages or Mortgage amendments, will not be forth coming notwithstanding
     its diligent efforts and (3) a favorable opinion of appropriate local
     counsel to the Loan Parties in substantially the same form as that set
     forth in Exhibit H-2,

          (F)  consent agreements, to the extent required in order to record any
     Post-Closing Mortgage and as otherwise required by the Administrative
     Agents in their sole discretion, in form and substance satisfactory to the
     Administrative Agents, executed by each of the lessors of the leased real
     properties listed on Part IIA-1 and Part IIB-1 of each of Schedule 5.08(c)
     and Schedule 5.08(d) hereto, along with (x) a memorandum of lease in
     recordable form with respect to such leasehold interest, executed and
     acknowledged by the owner of the affected real property, as lessor, or (y)
     evidence that the applicable lease with respect to such leasehold interest
     or a memorandum thereof has been recorded in all places necessary or
     desirable, in the Administrative Agents' reasonable judgment, to give
     constructive notice to third-party purchasers of such leasehold interest,
     or (z) if such leasehold interest was acquired or subleased from the holder
     of a recorded leasehold interest, the applicable assignment or sublease
     document, executed and acknowledged by such holder, in each case in form
     sufficient to give such constructive notice upon recordation and otherwise
     in form satisfactory to the Administrative Agents, provided that if such
     consent agreements, memoranda or other required documentation required
     pursuant to this subsection (D) cannot be reasonably obtained within such
     forty-five (45) day period and the Borrower shall be thereafter diligently
     and continuously proceeding to

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     obtain the same, such forty-five (45) day period shall be extended for a
     period of time during which the Borrower is diligently and continuously
     attempting to prosecute the same to completion, or until the Borrower, with
     the concurrence of the Administrative Agents (such concurrence not to be
     unreasonably withheld), determines that such consent agreements, memoranda
     or other required documentation will not be forth coming notwithstanding
     its diligent efforts,

          (G)  evidence in the form of updated title searches, title reports or
     "abstractor" certificates, "title" certificates or so-called "nothing
     further" certificates, as applicable, sufficient in the Administrative
     Agents' discretion to determine whether each Loan Party and each of its
     Subsidiaries required to execute and deliver a Post-Closing Mortgage
     pursuant to this Section 6.18 has good title in fee simple to, or valid
     leasehold interests in, all real property to be mortgaged (other than the
     properties comprised of "pipelines" or "gathering systems") described on
     Part IIA-1 and Part IIB-1 of each of Schedule 5.08(c) and Schedule 5.08(d),
     and

          (H)  evidence that all other action that the Administrative Agents may
     deem necessary in order to create valid first and subsisting Liens, subject
     only to Permitted Encumbrances and Permitted Liens described therein, on
     the property described in such Mortgages has been taken or commenced, as
     applicable.

               Any Lender may request an update from the Administrative Agents
as to the status of the foregoing requirements and the Administrative Agents
will, within 15 days following such request, provide a summary of the status of
each such requirement.

                                  ARTICLE VII
                               NEGATIVE COVENANTS

               So long as any Lender shall have any Commitment hereunder, any
Loan or other payment Obligation (other than indemnification obligations under
Sections 3.01, 3.04 and 11.05) hereunder which is accrued and payable shall
remain unpaid or unsatisfied, or any Letter of Credit shall remain outstanding,
the Parent Guarantor shall not, nor shall it permit any Subsidiary (other than
any Excluded Subsidiary) to, directly or indirectly:

               7.01. Liens. Create, incur, assume or suffer to exist any Lien
upon any of its property, assets or revenues, whether now owned or hereafter
acquired, other than the following ("Permitted Liens"):

               (a)   Liens pursuant to any Loan Document;

               (b)   Liens existing on the date hereof and either (i) listed on
Schedule 5.08(b) or (ii) which do not secure in the aggregate an amount of
obligations in excess of $20 million;

               (c)   Liens for taxes, assessments or other governmental charges
or levies not yet due or which are being contested in good faith and by
appropriate proceedings diligently conducted, if adequate reserves with respect
thereto are maintained on the books of the applicable Person in accordance with
GAAP;

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          (d)   carriers', warehousemen's, mechanics', materialmen's,
     repairmen's, employee's, landlord's, lessor's, contractor's, operator's or
     other like Liens arising in the ordinary course of business that are in
     respect of obligations that are not past due for a period of more than 30
     days or which are being contested in good faith and by appropriate
     proceedings diligently conducted, if adequate reserves with respect thereto
     are maintained on the books of the applicable Person;

          (e)   pledges or deposits in the ordinary course of business in
     connection with workers' compensation, unemployment insurance, other social
     security benefits or obligations arising under similar legislation, other
     than any Lien imposed by ERISA;

          (f)   deposits to secure the performance of bids, trade contracts and
     leases (other than Indebtedness), public or statutory obligations, surety
     bonds (other than bonds related to judgments or litigation), performance
     bonds and other obligations of a like nature incurred in the ordinary
     course of business;

          (g)   zoning restrictions, easements, rights-of-way, reservations,
     servitudes, permits, encroachments, exceptions, conditions, covenants,
     restrictions and other similar encumbrances affecting real property which,
     in the aggregate, are not substantial in amount, and which do not in any
     case materially detract from the value of the property subject thereto or
     materially interfere with the ordinary conduct of the business of the
     applicable Person;

          (h)   Liens securing judgments for the payment of money not
     constituting an Event of Default under Section 8.01(h) or securing appeal
     or other surety bonds related to such judgments;

          (i)   Liens securing Indebtedness permitted under Section 7.03(b)(v);
     provided that (i) such Liens do not at any time encumber any property other
     than the property financed by such Indebtedness and (ii) the Indebtedness
     secured thereby does not exceed the cost or fair market value, whichever is
     lower, of the property being acquired on the date of acquisition;

          (j)   Liens arising under Section 9.343 of the Texas Uniform
     Commercial Code or similar statutes of states other than Texas;

          (k)   any obligations or duties affecting any of the property of any
     Person to any municipality or public authority with respect to any
     franchise, grant, license or permit which do not materially impair the use
     of such property for the purposes for which it is held;

          (l)   Liens on property of a Person which exist at the time such
     Person becomes a Subsidiary of the Parent Guarantor as a result of an
     acquisition consummated solely in connection with Capital Expenditures
     permitted by Section 7.12 so long as the aggregate amount of obligations
     secured by such Liens and Liens permitted by Section 7.01(i) do not exceed
     $20 million;

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          (m) Liens reserved in customary oil, gas and/or mineral leases for
     bonus or rental payments and for compliance with the terms of such leases
     and Liens reserved in customary operating agreements farm-out and farm-in
     agreements, exploration agreements, development agreements and other
     similar agreements for compliance with the terms of such agreements, in
     each case entered into in the ordinary course of business consistent with
     past practices;

          (n) Liens arising out of all presently existing and future division
     and transfer orders, advance payment agreements, processing contracts, gas
     processing plant agreements, operating agreements, gas balancing or
     deferred production agreements, pooling, unitization or communitization
     agreements, pipeline, gathering or transportation agreements, platform
     agreements, drilling contracts, injection or repressuring agreements,
     cycling agreements, construction agreements, salt water or other disposal
     agreements, leases or rental agreements, farm-out and farm-in agreements,
     exploration and development agreements, and any and all other contracts or
     agreements (including agreements related to Proportionally Consolidated
     Interests) covering, arising out of, used or useful in connection with or
     pertaining to the exploration, development, operation, production, sale,
     use, purchase, exchange, storage, separation, dehydration, treatment,
     compression, gathering, transportation, processing, improvement, marketing,
     disposal or handling of any property of a Person, provided such agreements
     are entered into the ordinary course of business in connection with the
     generation Business Segment or natural gas liquids Business Segment and are
     consistent with past practices and contain terms customary for such
     agreements in the industry, and provided further that such permitted
     security interest shall not include any security interest in accounts
     receivable other than accounts receivable arising under the applicable or
     any related agreement;

          (o) Liens on cash and short-term investments deposited by the Parent
     Guarantor or any of its Subsidiaries with or on behalf of brokers, credit
     clearing organizations, independent system operators, regional transmission
     organizations, pipelines, state agencies, federal agencies, futures
     contract brokers, customers, trading counterparties, or any other parties
     or pledged by the Parent Guarantor or any of its Subsidiaries to secure its
     obligations and/or the obligations of any Subsidiary and/or the Parent
     Guarantor with respect to: (i) any contracts and transactions for the
     purchase, sale, exchange of, or the option (whether physical or financial)
     to purchase, sell or exchange (a) natural gas, (b) electricity, (c) coal,
     (d) petroleum-based liquids, (e) oil, (f) emissions, (g) waste byproducts,
     (h) weather, or (i) any other energy-related commodity or derivative; (ii)
     any contracts or transactions for the processing, transmission,
     transportation, or storage of, or any other services related to any
     commodity identified in subparts (a) - (i) above, including any capacity
     agreement; (iii) any financial derivative agreement (including but not
     limited to swaps, options or swaptions) related to any commodity identified
     in subparts (a) - (i) above, or to any interest rate or currency rate
     management activities; (iv) any agreement for membership or participation
     in an organization that facilitates or permits the entering into or
     clearing of any Netting Agreement or any agreement described in this
     Section 7.01(o); (v) any agreement combining part or all of a Netting
     Agreement or part or all of any of the agreements described in this Section
     7.01(o); or (vi) any document relating to any agreement described in this
     Section 7.01(o) that is filed with a governmental body and any related

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     service agreements (such agreements described in clauses (i) through (vi)
     of this Section 7.01(o) being collectively, "Permitted Contracts"), Netting
     Agreements and letters of credit supporting Permitted Contracts and Netting
     Agreements; provided that the amount of cash and short-term investments
     subject to any such Lien in respect of any Third Party Risk Management
     transaction entered into on or after the date hereof shall not exceed $20
     million in the aggregate, except for (x) Liens in respect of the ongoing
     management of the Tolling Agreements or other Third Party Risk Management
     transactions or positions existing on the Closing Date, including entering
     into amendments, modifications, supplements, restatements or replacements
     thereof or new transactions or positions in order to manage the risks from
     time to time relating to such transactions or positions, or (y) Liens in
     respect of natural gas liquids or incurred in connection with the
     management of natural gas liquids price risk;

          (p) Liens granted by the Parent Guarantor or any of its Subsidiaries
     to a counterparty and/or to Affiliates of such counterparty (each, a
     "Section 7.01 Counterparty") on accounts receivable and other obligations
     owed to, and other rights of the Parent Guarantor or any of its
     Subsidiaries under, Netting Agreements or Permitted Contracts to secure the
     Parent Guarantor's or such Subsidiary's obligations under such Netting
     Agreement or Permitted Contract, and any netting, setoff or similar rights
     granted by the Parent Guarantor or any of its Subsidiaries to a Section
     7.01 Counterparty pursuant to a Permitted Contract or Netting Agreement;
     provided that (i) the principal amount of accounts receivables subject to
     any such Lien in respect of any Third Party Risk Management transaction
     arising on or after the date hereof shall not exceed $20 million in the
     aggregate except for (x) Liens in respect of the ongoing management of
     Third Party Risk Management transactions or positions existing on the
     Closing Date, including entering into amendments, modifications,
     supplements, restatements or replacements thereof or new transactions or
     positions in order to manage the risks from time to time relating to such
     transactions or positions, or (y) Liens in respect of natural gas liquids
     or incurred in connection with the management of natural gas liquids price
     risk;

          (q) Liens granted by the Parent Guarantor or any of its Subsidiaries
     on its or their rights under any insurance policy, but only to the extent
     that such Lien is granted to the insurers under such insurance policies or
     any insurance premium finance company to secure payment of the premiums and
     other amounts owed to the insurers or such premium finance company with
     respect to such insurance policy;

          (r) Liens securing reimbursement obligations with respect to letters
     of credit that encumber documents and other property relating to such
     letters of credit and the proceeds and products thereof;

          (s) Liens on cash deposits in the nature of a right of setoff,
     banker's lien, counterclaim or netting of cash amounts owed arising in the
     ordinary course of business on deposit accounts;

          (t) extensions, renewals or replacements of any of the Liens permitted
     in clause (b) through (r) so long as (i) the principal amount of the
     Indebtedness or obligation secured thereby is no greater than the principal
     amount of such Indebtedness or

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     obligation at the time such Lien was permitted hereunder except for
     increases in an amount equal to a reasonable premium or other reasonable
     amount paid, and fees and expenses reasonably incurred, in connection with
     such extension, renewal, refinancing, or replacement and in an amount equal
     to any existing commitments unutilized thereunder, (ii) any such extension,
     renewal or replacement Lien is limited to the property originally
     encumbered thereby and (iii) any renewal or extension of the Indebtedness
     or obligations secured or benefited thereby is permitted by Section 7.03;
     and

          (u)   other Liens securing obligations not to exceed $20,000,000 in
     the aggregate at any time outstanding.

          7.02. Investments. Make or hold any Investments, except:

          (a)   Investments held by the Parent Guarantor or such Subsidiary in
     the form of Cash Equivalents;

          (b)   to the extent not prohibited by Law, loans and advances to
     officers, directors and employees of the Parent Guarantor and Subsidiaries
     (i) existing on the Closing Date and (ii) additional loans and advances in
     an aggregate amount not to exceed $5,000,000 at any time outstanding made
     in the ordinary course of business;

          (c)   (i) Investments of any Guarantor in the Borrower or any other
     Guarantor (other than the Parent Guarantor or any Immaterial Subsidiary),
     (ii) Investments of the Borrower in any Guarantor (other than the Parent
     Guarantor or any Immaterial Subsidiary), (iii) Investments of the Borrower
     or any of the other Loan Parties in the Parent Guarantor consisting of
     loans and advances to the Parent Guarantor in an amount necessary to enable
     the Parent Guarantor to (x) pay its expenses in the ordinary course
     consistent with past practices, including general corporate overhead,
     administrative and interest expenses and tax obligations and (y) (so long
     as no Default has occurred and is continuing) make other payments permitted
     by this Agreement, (iv) Investments by any Subsidiary of the Parent
     Guarantor that is not a Loan Party in any Loan Party or any other
     Subsidiary of the Parent Guarantor, (v) Investments by any Loan Party in
     any Person that is not a Loan Party (other than Illinois Power and its
     Subsidiaries) but in which the Secured Parties have been granted a
     perfected Security Interest of the Equity Interests in a Person which
     directly or indirectly holds Equity Interests in such Person in an
     aggregate amount invested from the date hereof not to exceed $50 million
     and (vi) Investments by any Loan Party in any Immaterial Subsidiary or any
     Person that is not (1) a Loan Party or (2) a Person described in clause (v)
     in an aggregate amount invested from the date hereof not to exceed
     $20,000,000;

          (d)   Investments consisting of extensions of credit including,
     without limitation, in the nature of accounts receivable or notes
     receivable arising from the grant of trade credit or prepayments or similar
     transactions entered into in the ordinary course of business, and
     Investments received in satisfaction or partial satisfaction thereof from
     financially troubled account debtors to the extent reasonably necessary in
     order to prevent or limit loss;

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          (e) Guarantees permitted by Section 7.03;

          (f) (i) Investments not otherwise permitted under this Section 7.02
     existing on the date hereof that are (u) set forth on Schedule 5.08(e), (v)
     in Discontinued Business Operations, (w) in Subsidiaries of the Parent
     Guarantor or in the Parent Guarantor, (x) extensions of credit in the
     ordinary course of business, (y) Investments of the type described in
     clause (c) of the definition of the term "Investment" or (z) which have, in
     the aggregate, a fair market value of less than $20,000,000 or (ii)
     Investments made in Persons that are not Subsidiaries pursuant to Capital
     Commitments in an aggregate amount not to exceed $20,000,000;

          (g) Investments consisting of acquisitions the sole purpose of which
     are to make Capital Expenditures or Investments made in any Subsidiary
     (other than an Excluded Subsidiary) that is not a Loan Party or in any
     other Person as, or in order to permit such Person to make, a Capital
     Expenditure so long as such Capital Expenditure would be permitted pursuant
     to Section 7.12;

          (h) Investments consisting of the non-cash consideration for any
     Disposition permitted by Sections 7.05(f), (g) and (h), provided that such
     Investments become subject to the Liens created under the Collateral
     Documents (unless and to the extent such Investment is a Restricted Asset);

          (i) the purchase or other acquisition of all of the Equity Interests
     in, or all or substantially all of the property and assets of, any Person
     that, upon the consummation thereof, will be wholly owned directly by the
     Parent Guarantor or one or more of its wholly owned Subsidiaries
     (including, without limitation, as a result of a merger or consolidation);
     provided that, with respect to each purchase or other acquisition made
     pursuant to this Section 7.02(i):

               (A) any such newly created or acquired Subsidiary shall comply
          with the requirements of Section 6.12;

               (B) the lines of business of the Person to be (or the property
          and assets of which are to be) so purchased or otherwise acquired
          shall be substantially the same lines of business as one or more of
          the principal businesses of the Parent Guarantor and its Subsidiaries
          in the ordinary course;

               (C) such purchase or other acquisition shall not include or
          result in any contingent liabilities that could reasonably be expected
          to be material to the business, financial condition, operations or
          prospects of the Parent Guarantor and its Subsidiaries, taken as a
          whole (as determined in good faith by the board of directors (or the
          persons performing similar functions) of the Parent Guarantor or such
          Subsidiary if the board of directors is otherwise approving such
          transaction and, in each other case, by a Responsible Officer);

               (D) the total cash and noncash consideration (including, without
          limitation, the fair market value of all Equity Interests issued or
          transferred to the sellers thereof, all indemnities, earnouts and
          other contingent payment obligations to, and

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          the aggregate amounts paid or to be paid under noncompete, consulting
          and other affiliated agreements with, the sellers thereof, all
          write-downs of property and assets and reserves for liabilities with
          respect thereto and all assumptions of debt, liabilities and other
          obligations in connection therewith) paid by or on behalf of the
          Parent Guarantor and its Subsidiaries for any such purchase or other
          acquisition, when aggregated with the total cash and noncash
          consideration paid by or on behalf of the Parent Guarantor and its
          Subsidiaries for all other purchases and other acquisitions made by
          the Parent Guarantor and its Subsidiaries pursuant to this Section
          7.02(i), shall not exceed $20,000,000;

               (E) (1) immediately before and immediately after giving pro forma
          effect to any such purchase or other acquisition, no Default shall
          have occurred and be continuing and (2) immediately after giving
          effect to such purchase or other acquisition, the Parent Guarantor and
          its Subsidiaries shall be in pro forma compliance with all of the
          covenants set forth in Section 7.11, such compliance to be determined
          on the basis of the financial information most recently delivered to
          the Agents and the Lenders pursuant to Section 6.01(a) or (b) as
          though such purchase or other acquisition had been consummated as of
          the first day of the fiscal period covered thereby; and

               (F) the Borrower shall have delivered to the Administrative
          Agents, on behalf of the Lenders, at least five Business Days prior to
          the date on which any such purchase or other acquisition is to be
          consummated, a certificate of a Responsible Officer, in form and
          substance reasonably satisfactory to the Administrative Agents,
          certifying that all of the requirements set forth in this clause (i)
          have been satisfied or will be satisfied on or prior to the
          consummation of such purchase or other acquisition;

          (j)  Investments not otherwise permitted under this Section 7.02 in
     Affiliates of the Parent Guarantor resulting from drawings under, or
     renewals or extensions of, letters of credit, surety bonds, Guarantees, or
     performance bonds supporting obligations of such Subsidiaries and
     Investments in Subsidiaries to cash collateralize obligations supported by
     such letters of credit, bonds or Guarantees if they expire or are cancelled
     undrawn to be made by the Parent Guarantor or any of its Subsidiaries in
     order to avoid a default pursuant to contracts or agreements;

          (k)  Investments not otherwise permitted under this Section 7.02 made
     in connection with any Discontinued Business Operations or Disclosed
     Litigation so long as (i) in the case of any Discontinued Business
     Operations other than as described in clause (ii) below, the aggregate
     amount of such Investments shall not exceed $75,000,000 at any time
     outstanding (provided that non-cash Investments consisting of set off,
     cancellation, assignment or similar transactions among or between
     Subsidiaries that engage in Discontinued Business Operations, or among or
     between such Subsidiaries and other Loan Parties in connection with the
     wind-down of the Discontinued Business Operations, shall not be included
     when calculating the foregoing dollar limitation) and (ii) in the case of
     Tolling Agreements and Disclosed Litigation or the wind-down, settlement or
     disposition of Third Party Risk Management transactions, (x) the Parent
     Guarantor or the

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     Subsidiary making such Investment shall have received reasonably equivalent
     value for such Investment, or the liabilities, if any, in respect of such
     Investment shall not be any greater than the liabilities associated with
     the applicable Tolling Agreement and (y) such Investment shall become
     subject to the Liens created under the Collateral Documents to the extent
     not prohibited by any legal or contractual restriction;

          (l) Investments by any Subsidiary of the Parent Guarantor consisting
     of loans or advances made to any Person which directly or indirectly holds
     the Equity Interests of such Subsidiary to the extent required under
     existing contractual obligations;

          (m) Investments not otherwise permitted under this Section 7.02 in any
     Person that the Borrower (directly or indirectly) owns Equity Interests in
     to provide for the operation, maintenance, or working capital of such
     Person in an amount not to exceed $20 million in the aggregate;

          (n) Investments not otherwise permitted under this Section 7.02 in
     interests in Proportionally Consolidated Interests resulting from variances
     from prior periods in the volumes of natural gas processed or the volumes
     of natural gas liquids produced pursuant to applicable construction and
     operation agreements in an aggregate amount invested from the date hereof
     not to exceed $20,000,000;

          (o) Investments in Proportionally Consolidated Interests consisting of
     the payment of the proportional share of operating expenses through joint
     interest billings pursuant to applicable construction and operation
     agreements;

          (p) Investments by the Parent Guarantor or any of it Subsidiaries in
     any of their Indebtedness or Equity Interests solely to the extent
     expressly permitted by the Agreement (including, without limitation,
     Section 7.15) and any Investments made in any Person to effectuate the
     foregoing; and

          (q) Investments consisting of payments made by Dynegy Midwest
     Generation, Inc. in satisfaction of the obligations of Illinois Power
     Company pursuant to the Tilton Lease, including any Rent and the Purchase
     Amount (each as therein defined) in an aggregate amount, in the case of the
     Purchase Amount, not to exceed $81 million plus accrued rent, break costs
     (if applicable) and similar amounts; provided, that (i) any such
     Investments shall be made to satisfy such an obligation, or the exercise or
     deemed exercise of the Purchase Option, in accordance with the terms of the
     Tilton Lease and (ii) any asset obtained upon payment of the Purchase
     Amount shall be deemed to be an asset of the type described in clause (z)
     of Section 6.12 and shall become subject to the Liens created under the
     Collateral Documents.

          (r) Investments consisting of payments made by CoGen Lyondell, Inc. in
     satisfaction of the obligations relating to Rent and the Purchase Price
     pursuant to and as defined in the CoGen Facility in an aggregate amount, in
     the case of the Purchase Price, not to exceed $170 million plus accrued
     rent, break costs (if applicable) and similar amounts; provided, that (i)
     such Investment shall be made to satisfy such an obligation, or the
     exercise or deemed exercise of the Purchase Option, in accordance with the
     terms of

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     the CoGen Facility and (ii) any asset obtained upon payment of the Purchase
     Price shall be deemed to be an asset of the type described in clause (z) of
     Section 6.12 and shall become subject to the Liens created under the
     Collateral Documents to the extent required by Section 6.12.

          7.03. Indebtedness. Create, incur, assume or suffer to exist any
Indebtedness, except:

          (a)   (i) in the case of the Parent Guarantor or any Subsidiary of the
     Parent Guarantor that is a Loan Party (other than an Immaterial
     Subsidiary), Indebtedness owed to any other Loan Party (other than an
     Immaterial Subsidiary), provided that, in each case, such Indebtedness (x)
     shall constitute Pledged Debt, (y) shall be evidenced by promissory notes
     in form and substance satisfactory to the Administrative Agents and such
     promissory notes shall be pledged as security for the Obligations of the
     holder thereof under the Loan Documents to which such holder is a party and
     delivered to the Collateral Agent or the Collateral Trustees pursuant to
     the terms of the Collateral Documents (unless such pledge is prohibited by
     legal or contractual restrictions) and (z) in the case of the Parent
     Guarantor, such Indebtedness is permitted by Section 7.02(c), (ii) in the
     case of any other Subsidiary of the Parent Guarantor (other than Illinois
     Power Company and its Subsidiaries, but including Immaterial Subsidiaries),
     Indebtedness owed to (x) any Loan Party or (y) any other Subsidiary of the
     Parent Guarantor, provided that, in each case described in clause (x), such
     Indebtedness (1) shall, in the case of Indebtedness owed to a Loan Party,
     constitute Pledged Debt, (2) shall be evidenced by promissory notes in form
     and substance satisfactory to the Administrative Agents and such promissory
     notes shall, in the case of Indebtedness owed to a Loan Party, be pledged
     as security for the Obligations of the holder thereof under the Loan
     Documents to which such holder is a party and delivered to the Collateral
     Agent, the Collateral Trustees or the Black Thunder Collateral Agent, as
     appropriate, pursuant to the terms of the Collateral Documents (unless such
     pledge is prohibited by legal or contractual restrictions, which
     restrictions shall be identified to the Administrative Agents upon request)
     and (3) the aggregate principal amount of such Indebtedness shall be
     permitted under Section 7.02(c), and (iii) in the case of any Loan Party
     (other than an Immaterial Subsidiary), Indebtedness owing to an Immaterial
     Subsidiary or any Subsidiary of the Parent Guarantor that is not a Loan
     Party so long as such Indebtedness is evidenced by the Master Subordinated
     Note; and

          (b)   in the case of the Parent Guarantor and its Subsidiaries,

                (i)  Indebtedness under the Loan Documents;

                (ii) Indebtedness outstanding on the date hereof and is (A)
          listed on Schedule 7.03, (B) Indebtedness in respect of Discontinued
          Operations, (C) Indebtedness of the type described in clause (viii)
          below, (D) Indebtedness of the type described in clause (e) of the
          definition thereof or any Guarantee thereof and (E) other Indebtedness
          in an aggregate principal amount not in excess of $20,000,000, or any
          refinancings, refundings, renewals or extensions thereof; provided
          that the amount of such Indebtedness is not increased at the time of
          such

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          refinancing, refunding, renewal or extension except by an amount equal
          to a reasonable premium or other reasonable amount paid, and fees and
          expenses reasonably incurred, in connection with such refinancing,
          refunding, renewal or extension and by an amount equal to any existing
          commitments unutilized thereunder and the direct and contingent
          obligors thereof shall not be changed, as a result of or in connection
          with such refinancing, refunding, renewal or extension; provided still
          further that such refinancing, refunding, renewal or extended
          Indebtedness shall not have (A) a final maturity prior to the final
          maturity date of the Indebtedness being refinanced, refunded, renewed
          or extended, (B) any Payment Restriction more restrictive than the
          Payment Restrictions contained in the Indebtedness being refinanced,
          refunded, renewed or extended, (C) any scheduled amortization payments
          prior to the Maturity Date other than amortization payments in an
          aggregate principal amount not greater than the aggregate scheduled
          amortization payment prior to the Maturity Date of the Indebtedness
          being refinanced and (D) an interest rate in excess of the then
          applicable market interest rate;

               (iii) Indebtedness of the Borrower issued in exchange for any
          Indebtedness specified under the "1995 Indenture" and the "1996
          Indenture" on Schedule 7.03 which has a scheduled maturity date as of
          the Closing Date in 2005 and 2006 (the "Early Maturity DHI Bonds") or
          under the "1995 Indenture" and the "1996 Indenture" on Schedule 7.03
          which has a scheduled maturity date as of the Closing Date on and
          after January 1, 2007 (the "Late Maturity DHI Bonds") (such new
          Indebtedness being the "Exchanged Debt"), provided that (A) the
          aggregate principal amount of any Exchanged Debt issued in exchange
          for any Early Maturity DHI Bond shall (1) if such Exchanged Debt shall
          have a final maturity date on or after March 15, 2007 (and no
          scheduled amortization payment on or before March 15, 2007), be in an
          aggregate principal amount not greater than the aggregate principal
          amount of such Early Maturity DHI Bond, except by an amount equal to a
          reasonable premium or other reasonable amount paid, and fees and
          expenses reasonably incurred in connection with such refinancing,
          refunding, renewal or extension and by an amount equal to any existing
          commitments unutilized thereunder, or (2) if such Exchanged Debt shall
          have a final maturity date prior to March 15, 2007 but no earlier than
          the maturity date of such Early Maturity DHI Bond (with no scheduled
          amortization prior to the final maturity date of such Exchanged Debt),
          be in an aggregate principal amount no greater than 66% of the
          aggregate principal amount of such Early Maturity DHI Bond (taking
          into account any pay-in-kind interest payable thereon); (B) any
          Exchanged Debt issued on account of any Late Maturity DHI Bond shall
          not (1) be in an aggregate principal amount greater than the aggregate
          principal amount of such Late Maturity DHI Bond, except by an amount
          equal to a reasonable premium or other reasonable amount paid, and
          fees and expenses reasonably incurred in connection with such
          refinancing, refunding, renewal or extension and by an amount equal to
          any existing commitments unutilized thereunder and (2) have a final
          maturity prior to December 31, 2009 (and there shall be no scheduled
          amortization payment prior to such date); (C) the parties to whom such
          Exchanged Debt is owed are the same as the parties to whom the Early
          Maturity

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          DHI Bonds or the Late Maturity DHI Bonds, as the case may be, was owed
          on the date of such exchange; (D) any Exchanged Debt shall not contain
          any Payment Restriction more restrictive than the Payment Restrictions
          contained in the Indebtedness replaced by such Exchanged Debt; and (E)
          the cash interest payable in respect of any Exchanged Debt shall not
          be greater than the cash interest payable in respect of the Early
          Maturity DHI Bonds or the Late Maturity DHI Bonds, as the case may be,
          for which such Exchanged Debt was issued;

               (iv)   Guarantees by any newly-created direct Subsidiary of the
          Borrower in respect of any Indebtedness of the Borrower issued in
          connection with a refinancing or refunding of, or exchange for, any
          Indebtedness issued under the Indentures so long as such Subsidiary is
          in compliance with the provisions of Section 6.12;

               (v)    (A) Indebtedness in respect of capital leases, Off-Balance
          Sheet Obligations and purchase money obligations within the
          limitations set forth in Section 7.01(i) and (B) Indebtedness assumed
          in connection with acquisitions consummated solely in connection with
          Capital Expenditures permitted by Section 7.12; provided, however,
          that the aggregate amount of all such Indebtedness at any one time
          outstanding and not otherwise permitted under this Section 7.03 shall
          not exceed (together with any Indebtedness outstanding at such time
          pursuant to Section 7.03(b)(vi) below) $20,000,000;

               (vi)   other Indebtedness in an aggregate principal amount at any
          one time outstanding not to exceed (together with any Indebtedness
          outstanding at such time pursuant to Section 7.03(b)(v) above)
          $20,000,000;

               (vii)  the Guarantee by the Borrower of the obligations of
          Renaissance Power, L.L.C. ("Renaissance") and Rolling Hills
          Generating, L.L.C. ("Rolling Hills") under the Second Amended and
          Restated Credit Agreement, dated July 15, 2002, as amended by
          Amendment No. 1, dated as of December 27, 2002, among Renaissance,
          Rolling Hills and West LB AG, New York Branch (the "Rolling Hills
          Facility") so long as concurrently with the Borrower's entering into
          such Guarantee, the Loan Parties shall have granted to the Collateral
          Trustees and the Collateral Agent a perfected security interest in the
          collateral released under such Credit Agreement;

               (viii) the obligation of the Parent Guarantor or any of its
          Subsidiaries to pay the deferred purchase price of goods or services,
          or progress payments in connection with such goods and services,
          including turbines, transformers and similar equipment, so long as
          such obligations are incurred in the ordinary course of business and,
          if applicable, such payments are permitted under Section 7.12;

               (ix)   Indebtedness not otherwise permitted by Section 7.03
          incurred by a Subsidiary in connection with the Discontinued Business
          Operations or Disclosed Litigation so long as (A) in the case of any
          Discontinued Business Operation other than in respect of Tolling
          Agreements, Disclosed Litigation or the wind-

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          down, settlement or disposition of Third Party Risk Management
          transactions in an aggregate amount not to exceed $75,000,000
          (provided that any Indebtedness created or incurred as a result of set
          off, cancellation, assignment or similar transaction among or between
          Subsidiaries that engage in Discontinued Business Operations, or among
          or between such Subsidiaries and other Loan Parties in connection with
          the wind-down of the Discontinued Business Operations, shall not be
          included when calculating the foregoing dollar limitation);

                (x)  Indebtedness incurred by Dynegy Midwest Generation, Inc. in
          satisfaction of the obligations of Illinois Power Company pursuant to
          the Tilton Lease, including the incurrence of any obligation to pay
          Rent or the Purchase Amount (each as therein defined); provided, that
          any asset obtained upon payment of the Purchase Amount shall be deemed
          to be an asset of the type described in clause (z) of Section 6.12 and
          shall become subject to the Liens created under the Collateral
          Documents; and

                (xi) Indebtedness of the type described in clause (e) of the
          definition thereof or any Guarantee thereof solely to the extent
          expressly permitted by Section 7.02.

          7.04. Fundamental Changes. Merge, dissolve, liquidate, consolidate
with or into another Person, or Dispose of (whether in one transaction or in a
series of transactions) all or substantially all of the assets (whether now
owned or hereafter acquired) of the Parent Group, taken as a whole, to or in
favor of any Person, except that:

          (a)   so long as no Default exists or would result therefrom, any
     Subsidiary may merge with (i) the Borrower, provided that the Borrower
     shall be the continuing or surviving Person, or (ii) any one or more other
     Subsidiaries, provided that when any Guarantor is merging with another
     Subsidiary, the Guarantor shall be the continuing or surviving Person or
     such other Subsidiary shall become a Guarantor upon the consummation of
     such merger;

          (b)   in connection with any Investment, Disposition, restructuring,
     liquidation, winding up, dissolution or other transaction relating to the
     Discontinued Business Operations, any Subsidiary of the Borrower may merge
     into or consolidate with any other Person or permit any other Person to
     merge into or consolidate with it or may dissolve, liquidate or otherwise
     wind up;

          (c)   in connection with any Disposition permitted under Section 7.05,
     any Subsidiary of the Borrower may dissolve, liquidate, consolidate or
     merger with or into any other Person or permit any other Person to merge
     into or consolidate with it;

          (d)   so long as no Default exists or would result therefrom, in
     connection with any acquisition permitted under Section 7.02, any
     Subsidiary of the Borrower may merge into or consolidate with any other
     Person or permit any other Person to merge into or consolidate with it;
     provided that the Person surviving such merger shall be a Guarantor; and

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<PAGE>

          (e)   any Dormant Subsidiary may dissolve, liquidate, wind up,
     consolidate or merge with or into any other Person;

provided, however, that in each case, immediately after giving effect thereto,
in the case of any such merger to which the Borrower is a party, the Borrower is
the surviving corporation.

          7.05. Dispositions. Make any Disposition or enter into any agreement
(other than any agreement that is conditioned on the receipt of the consent of
the Required Lenders hereunder or repayment in full of the Loans) to make any
Disposition, except:

          (a)   Dispositions of (i) obsolete, surplus or worn out property,
     whether now owned or hereafter acquired, in the ordinary course of business
     or in connection with the management of the business or (ii) property no
     longer commercially viable to maintain and operate;

          (b)   Dispositions of property (such as, among other items, inventory
     or other immaterial assets) in the ordinary course of business (which shall
     not include liquidations of property (other than liquidations of assets,
     contracts or other property in the ordinary course)) and the granting of
     any option or other right to purchase, or otherwise acquire property in the
     ordinary course of business;

          (c)   Dispositions of equipment, licenses or real property to the
     extent that (i) such property is exchanged for credit against (A) the
     purchase price of similar replacement property or (B) the price of
     replacement or functionally related services or (ii) the proceeds of such
     Disposition are reasonably promptly applied to the purchase price of such
     replacement property;

          (d)   So long as no Default exists or would result therefrom,
     Dispositions of property by any Subsidiary of the Parent Guarantor to the
     Parent Guarantor or to a Subsidiary of the Parent Guarantor; provided that
     (i) if the transferor of such property is the Borrower or a Guarantor, the
     transferee thereof must either be (at the time of the consummation of such
     Disposition) the Borrower or a Guarantor or (ii) if the transferee of such
     property is not a Loan Party or is an Immaterial Subsidiary, such
     Disposition would be permitted under Section 7.02;

          (e)   So long as no Default exists or would result therefrom,
     Dispositions permitted by Section 7.04 (other than Section 7.04(c) thereof)
     or in connection with any Investment permitted under Section 7.02;

          (f)   Dispositions by the Parent Guarantor and its Subsidiaries of the
     Hackberry LNG Facility for fair market value;

          (g)   So long as immediately before and after giving effect to such
     Disposition no Default shall have occurred and be continuing, Dispositions
     of property by the Parent Guarantor and its Subsidiaries not otherwise
     permitted under this Section 7.05; provided that (i) the consideration for
     such Disposition shall be equal to the fair market value of such property,
     (ii) the Net Cash Proceeds from all property Disposed of in reliance on
     this clause (g) shall not exceed $100 million and (iii) at least 80% of the
     purchase price for

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<PAGE>

     such property shall be paid to the Parent Guarantor or such Subsidiary
     solely in cash (including deferred or contingent cash proceeds);

          (h) So long as immediately before and after giving effect to such
     Disposition no Default shall have occurred and be continuing, Dispositions
     of property by the Parent Guarantor and its Subsidiaries not otherwise
     permitted under this Section 7.05; provided that (i) the consideration for
     such Disposition shall be equal to the fair market value of such property,
     and (ii) the Net Cash Proceeds of such Disposition shall be applied as set
     forth in Section 2.05(b) and (iii) at least 80% of the purchase price for
     such property shall be paid to the Parent Guarantor or such Subsidiary
     solely in cash (including deferred or contingent cash proceeds that are
     required to be received prior to the Maturity Date);

          (i) So long as no Default exists or would result therefrom,
     Dispositions by the Parent Guarantor and its Subsidiaries of assets in
     connection with (i) the termination, amendment or restructuring of any
     Tolling Agreement and (ii) Dispositions of property in connection with the
     settlement of any of the Disclosed Litigation or other litigation so long
     as any Disposition referred to in either clause (i) or (ii) is for
     reasonably equivalent value, provided that in no event shall the Parent
     Guarantor and its Subsidiaries Dispose of Collateral (other than Collateral
     consisting of cash) pursuant to this subsection (i) having a fair market
     value, in the aggregate for all such Dispositions, in excess of
     $300,000,000;

          (j) Dispositions by the Parent Guarantor and its Subsidiaries of
     assets in connection with any other Discontinued Business Operations so
     long as any such Disposition is for reasonably equivalent value;

          (k) Dispositions resulting from the bona fide exercise by a
     Governmental Authority of its claimed or actual power of eminent domain or
     Dispositions otherwise required by applicable Law that would not result in
     a Material Adverse Effect;

          (l) Any cash payments or other Dispositions of cash in the ordinary
     course of business in the nature of corporate overhead or administrative
     expenses and are not otherwise prohibited by any Loan Document;

          (m) Any Disposition in connection with directors' qualifying shares or
     investments by foreign nationals mandated by applicable Law;

          (n) Any Disposition of property subject to a Permitted Lien that is
     transferred to the lienholder or its designee in satisfaction or settlement
     of the lienholder's claim or a realization upon a security interest
     permitted under this Agreement;

          (o) Dispositions by the Parent Guarantor or any of its Subsidiaries of
     property in exchange for other property so long as (i) such Disposition is
     for reasonably equivalent value and (ii) the liabilities associated with
     the property so received shall not be greater than the liabilities
     associated with the property that is the subject of such Disposition;

          (p) Any Disposition to the Person that is the subject of a Capital
     Commitment of any Equity Interest or other property required by such
     Capital Commitment so long as

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<PAGE>

     the aggregate market value of the property subject to such Dispositions
     does not exceed $20 million; and

          (q) Required Dispositions of interests in Proportionally Consolidated
     Interests resulting from variances from prior periods in the volumes of
     natural gas processed or the volumes of natural gas liquids produced
     pursuant to applicable construction and operation agreements in an
     aggregate amount from the date hereof not to exceed $20 million.

          7.06. Restricted Payments. Declare or make, directly or indirectly,
any Restricted Payment, or incur any obligation (contingent or otherwise) to do
so (other than obligations that are contingent on Required Lender approval or
repayment in full of the Loans) that would be required to be paid prior to the
Maturity Date in respect of the Term B Facility, except that:

          (a) each Subsidiary of the Parent Guarantor may make Restricted
     Payments to the Parent Guarantor (so long as no Default exists or would
     result therefrom other than Restricted Payments made to the Parent
     Guarantor in an amount necessary to enable the Parent Guarantor to pay its
     expenses in the ordinary course consistent with past practices, including
     general corporate overhead, administrative and interest expenses and tax
     obligations) and to wholly-owned Subsidiaries of the Parent Guarantor (and,
     in the case of a Restricted Payment by a non-wholly-owned Subsidiary, to
     the Parent Guarantor and any Subsidiary of the Parent Guarantor and to each
     other owner of capital stock or other Equity Interests of such Subsidiary
     on a pro rata basis based on their relative ownership interests or in
     accordance with the contractual and legal requirements governing such
     distribution);

          (b) the Parent Guarantor and each of its Subsidiaries may declare and
     make dividend payments or other distributions payable solely in the common
     stock or other common Equity Interests of such Person;

          (c) so long as no Default shall have occurred and be continuing or
     would result therefrom, the Parent Guarantor may purchase, redeem or
     otherwise acquire, or make any payment in respect of, the Chevron Preferred
     Stock in an aggregate amount equal to the lesser of the Payment Basket at
     such time and $50 million so long as (i) the Borrower makes a voluntary
     prepayment of the Facilities pursuant to Section 2.05(a) in an aggregate
     amount equal to three times the aggregate cash payment made pursuant to
     this clause (c), (ii) the Liquidity of the Parent Group (x) for the ten day
     period immediately preceding any such payment and (y) at the time of such
     payment (after giving effect to such payment), is at least $500 million and
     (iii) any amendment, modification or change to any term or condition of the
     Chevron Preferred Stock made in connection with such payment, purchase or
     redemption is on terms reasonably acceptable to the Required Lenders and
     the Collateral Agent;

          (d) so long as no Default shall have occurred and be continuing or
     would result therefrom, the Borrower may make scheduled payments in respect
     of the Trust

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<PAGE>

     Preferred Securities so long as such aggregate scheduled payments do not
     exceed $17 million in any calendar year; and

          (e)   the Borrower may make dividend and/or interest payments in
     respect of preferred stock issued after the date hereof payable solely in
     shares of such Preferred Stock, provided that such preferred stock may not
     be redeemed or otherwise require any cash payment to be made in respect of
     such preferred stock on or prior to March 31, 2006.

          7.07. Change in Nature of Business. Engage in any material line of
business substantially different from those lines of business conducted by the
Parent Guarantor and its Subsidiaries on the date hereof or any business
substantially related or incidental thereto.

          7.08. Transactions with Affiliates and Non-Loan Parties. Enter into
any transaction or series of related transactions of any kind with any Affiliate
of the Parent Guarantor (other than Affiliates of the Parent Guarantor that are
Subsidiaries or non-consolidated equity Investments of the Parent Guarantor but
are non-Loan Parties), whether or not in the ordinary course of business, other
than on fair and reasonable terms no less favorable taken as a whole to Parent
Guarantor and its Subsidiaries on a consolidated basis as would be obtainable by
the Parent Guarantor or such Subsidiary at the time in a comparable arm's length
transaction or series of related transactions with a Person other than an
Affiliate; and enter into any transaction of any kind with any Affiliate of the
Parent Guarantor that is an Immaterial Subsidiary or a Subsidiary of the Parent
Guarantor but is not a Loan Party, whether or not in the ordinary course of
business, unless the terms (taken as a whole) offered to the Loan Parties (other
than Immaterial Subsidiaries) will be no less favorable than the terms (taken as
a whole) offered to parties to the transaction that are Immaterial Subsidiaries
or are such non-Loan Parties, it being acknowledged that in the ordinary course
of business transactions may be entered into involving both Loan Parties and
such non-Loan Parties with customers, suppliers, transporters and other
commercial counterparties and that such transactions will not be deemed to be in
violation of the provisions of this Section 7.08 unless the parties take
measures in such transactions to disadvantage the Loan Parties (other than
Immaterial Subsidiaries) (without regard to whether or not the Loan Parties
(other than Immaterial Subsidiaries) could have transacted on more favorable
terms on a stand alone basis); provided that the foregoing restriction shall not
apply to (i) transactions between or among the Loan Parties (other than
Immaterial Subsidiaries), (ii) any payment permitted pursuant to Section 7.02(k)
or (iii) transactions permitted in Section 7.02(q) and Section 7.02(r).

          7.09. Burdensome Agreements. Except as otherwise permitted under
Section 7.01. 7.02, 7.03(b), 7.05 or 7.17, enter into any Contractual Obligation
(other than this Agreement, any other Loan Document or any agreement with, or
any agreement resulting from, the application of any Law by any Governmental
Authority) that limits the ability (i) of any Subsidiary (other than an Excluded
Subsidiary, a Dormant Subsidiary or a Discontinued Foreign Subsidiary) to make
Restricted Payments to the Borrower or any Guarantor or to otherwise transfer
property to or invest in the Borrower or any Guarantor, (ii) of any Subsidiary
(other than an Excluded Subsidiary, a Dormant Subsidiary or a Discontinued
Foreign Subsidiary) to Guarantee the Indebtedness of the Borrower, or (iii) of
the Borrower or any Subsidiary (other than an Excluded Subsidiary, a Dormant
Subsidiary or a Discontinued Foreign Subsidiary) to

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create, incur, assume or suffer to exist Liens on property of such Person;
except in the case of clauses (i), (ii) and (iii) for (A) any such limitation
contained in any agreement in effect on the Closing Date and any amendments,
modifications, restatements, renewals, or replacements thereof that are not more
restrictive, taken as a whole, than the encumbrances existing on the Closing
Date, (B) customary encumbrances and restrictions entered into in the ordinary
course of business that are not more restrictive, taken as a whole, than the
encumbrances existing on the Closing Date, (C) such limitations contained in
agreements that exist at the time any Subsidiary becomes a Subsidiary of the
Borrower, so long as such agreement was not entered into solely in contemplation
of such Person becoming a Subsidiary of the Borrower, and any amendments,
modifications, restatements, renewals, or replacements thereof that are not more
restrictive, taken as a whole, than the encumbrances existing at the time such
Person became a Subsidiary, or (D) (1) any limitation that limits the ability of
a Subsidiary to transfer property or enter into such Guarantees or (2) any
negative pledge on any property contained in any agreement for the Disposition
of such property so long as such Disposition is permitted by the terms hereof.

          7.10. Use of Proceeds. Use the proceeds of any Credit Extension,
whether directly or indirectly, and whether immediately, incidentally or
ultimately, to purchase or carry margin stock (within the meaning of Regulation
U of the FRB) or to extend credit to others for the purpose of purchasing or
carrying margin stock or to refund Indebtedness originally incurred for such
purpose (in each case to the extent such action is in violation of Regulation
U).

          7.11. Financial Covenants.

          (a)   Secured Debt/EBITDA Ratio. On and after September 30, 2003,
permit the Secured Debt/EBITDA Ratio at any time to be greater than the ratio
set forth below:

          ----------------------------------------------------------------------
                                                             Maximum
                                                       Secured Debt/EBITDA
               Measurement Period ending on                   Ratio
          ----------------------------------------------------------------------
                    September 30, 2003                       7.8:1.0
          ----------------------------------------------------------------------
                    December 31, 2003                        7.8:1.0
          ----------------------------------------------------------------------
                      March 31, 2004                         7.2:1.0
          ----------------------------------------------------------------------
                      June 30, 2004                          6.8:1.0
          ----------------------------------------------------------------------
                    September 30, 2004                       6.0:1.0
          ----------------------------------------------------------------------
                  December 31, 2004 and                      5.6:1.0
              each fiscal quarter thereafter
          ----------------------------------------------------------------------

When calculating the Secured Debt/EBITDA Ratio on any date of determination, (i)
EBITDA shall be calculated as of, and the "Maximum Secured Debt/EBITDA Ratio"
shall be the ratio set forth above for, the last day of the Measurement Period
on or immediately preceding such date of determination for which financial
statements have been delivered pursuant to Section 6.01(a) or (b) and (ii)
Secured Debt shall be calculated as of such date of determination.

          (b)   Minimum Liquidity. Permit the Liquidity of the Parent Group to
be less than $200 million for any consecutive ten Business Day period.

          7.12. Capital Expenditures.

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          (a)   Except as set forth in Section 7.12(b), make any Capital
Expenditure during the four fiscal quarter period ending on the applicable date
set forth below in an amount exceeding, in the aggregate for the Parent
Guarantor and its Subsidiaries (other than Excluded Subsidiaries), the amount
set forth opposite such fiscal quarter:

                  Fiscal Quarter                                 Amount
          ----------------------------------------------------------------------
                December 31, 2003                             $232,000,000
                  March 31, 2004                              $202,000,000
                  June 30, 2004                               $206,000,000
                September 30, 2004                            $208,000,000
              December 31, 2004, and                          $222,000,000;
          each fiscal quarter thereafter

provided, however, that (i) any portion of any amount set forth above, if not
expended in the four fiscal quarter period for which it is permitted above, may
be carried over for expenditure in any successive four fiscal quarter period
(any such amount, the "Capital Expenditure Carryover Amount") and (ii) up to 50%
of any amount set forth above may be carried back for expenditure in any prior
four fiscal quarter period (any such amount, the "Capital Expenditure Carryback
Amount") and the amount set forth above for such future four fiscal quarter
period shall be reduced by such Capital Expenditure Carryback Amount; provided
further that, notwithstanding the foregoing, the Parent Guarantor and its
Subsidiaries may make additional Capital Expenditures that are required to
comply with Laws or the application of Laws and not reflected in the forecasts
provided to the Lenders on or prior to the date hereof. For purposes of
clarification, the items listed on Schedule 7.12 shall be deemed to be included
as Capital Expenditures made by Parent Guarantor and its Subsidiaries (other
than Excluded Subsidiaries) at the time such expenditure is made.

          (b)   Make any Capital Expenditure in connection with the construction
of the Rolling Hills Facility in an aggregate amount exceeding $85 million.

          7.13. Amendments of Organization Documents. Amend any of its
Organizational Documents other than (i) any such amendment made solely in
connection with a transaction that is otherwise permitted under this Agreement
or (ii) that could not reasonably be expected to have a Material Adverse Effect
or (iii) in connection with Discontinued Business Operations.

          7.14. Accounting Changes. Make any change in (i) accounting policies
or reporting practices, except (x) as required or permitted by GAAP or (y) as
the Parent Guarantor deems necessary to comply with any Law, or (ii) fiscal
year.

          7.15. Prepayments, Etc. of Indebtedness. Prepay, redeem, purchase,
defease or otherwise satisfy or make any unscheduled payment, in each case,
prior to the scheduled maturity thereof in any manner (whether directly or
indirectly), or make any payment in violation of any subordination terms of, any
Indebtedness for borrowed money, including, without limitation, Obligations
owing in respect of the Alpha Facility, the CoGen Facility and the Riverside
Facility money (other than any intercompany Indebtedness), except (i) the
prepayment of the Credit Extensions in accordance with the terms of this
Agreement,

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<PAGE>

(ii) required prepayments or redemptions of Indebtedness permitted by Section
7.03, (iii) the repurchase of any Indebtedness under the Indentures in an
aggregate amount equal to the Payment Basket at such time with the Net Cash
Proceeds from Extraordinary Receipts or the issuance of any Subordinated
Indebtedness or Equity Issuances, in each case that are not required to prepay
any other Indebtedness pursuant to the terms of any of the Collateral Documents
so long as the Liquidity of the Parent Group at the time of such repurchase
(after giving effect to such repurchase) is at least $500 million, (iv) the
repurchase (or the making of any payment in respect of an exchange offer for
such Indebtedness) of any Indebtedness under the Indentures in an aggregate
amount equal to the Payment Basket at such time so long as (A) the Liquidity of
the Parent Group ((x) for the ten day period immediately preceding such
repurchase or payment and (y) at the time of such repurchase (after giving
effect to such repurchase) is at least $500 million, (B) the aggregate amount
applied in respect of the Late Maturity DHI Bonds is not more than $50 million
and (C) the Borrower prepays the Facilities pursuant to Section 2.05(a) at the
time of such repurchase in an amount equal to (x) in respect of the first $100
million of such repurchases pursuant to this clause (iv), the aggregate amount
paid in connection with such repurchase, (y) in respect of the second $100
million of such repurchases pursuant to this clause (iv), two times the
aggregate amount paid in connection with such repurchase and (z) in respect of
the third $100 million of such repurchases pursuant to this clause (iv), three
times the aggregate amount paid in connection with such repurchase, (v) the
prepayment, redemption or repurchase of any Indebtedness that, as of the date
hereof, has a final maturity date no later than March 31, 2004 (other than the
Chevron Preferred Stock), (vi) the prepayment, redemption or other satisfaction
prior to the scheduled maturity thereof of any Indebtedness in connection with
any refinancing, refunding or exchange thereof permitted by Section 7.03, (vii)
the prepayment of any intercompany Indebtedness owed by Illinova to Illinois
Power Company so long as (x) the aggregate principal amount of such prepayments
shall not exceed $200 million, (y) prior to any such prepayment, a Responsible
Officer of the Parent Guarantor shall deliver a certificate to the
Administrative Agents, in form and substance satisfactory to the Administrative
Agents, setting forth projections of the cash flows of Illinois Power Company
and its Subsidiaries for the 90 days following the date of such certificate, and
received no earlier than 5 Business Days prior to the proposed date of such
prepayment and (z) any such prepayment shall not be in excess of the amount
detailed in the certificate delivered pursuant to clause (y) in respect of such
prepayment; or amend, modify or change in any manner any term or condition of
any such Indebtedness listed under the "1995 Indenture" and the "1996 Indenture"
on Schedule 7.03 if such amendment, modification or change could reasonably be
expected to have a Material Adverse Effect, or (viii) any payment permitted
pursuant to Section 7.02(k).

          7.16. Amendment, Etc. of Material Contracts. Cancel or terminate any
Material Contract or consent to or accept any cancellation or termination
thereof, amend, modify or change in any manner any term or condition of any
Material Contract or give any consent, waiver or approval thereunder, waive any
default under or any breach of any term or condition of any Material Contract,
agree in any manner to any other amendment, modification or change of any term
or condition of any Material Contract or take any other action in connection
with any Material Contract that in each case described in this Section 7.16
could reasonably be expected to have a Material Adverse Effect.

          7.17. Swap Contracts.

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<PAGE>

          (a)   Enter into any Swap Contract other than: (i) in respect of the
production, handling, aggregation, storage, purchase, supply and delivery of
energy-related products and services, financial or physical energy-related risk
management products and services, energy management, and asset management
services, in each case to the extent such activities are performed directly or
indirectly for the benefit of, or to manage or mitigate risk involving, assets,
property, inventory positions, sales or purchase obligation positions owned,
controlled or held by the Parent Guarantor or any Subsidiary thereof; or (ii) in
connection with the on-going management of Third Party Risk Management
transactions or positions existing as of the Closing Date, including entering
into amendments, modifications, supplements, restatements or replacement thereof
or new transactions or positions in order to manage the risks from time to time
relating to such transactions or positions, or (iii) in respect of natural gas
liquids or in connection with the management of natural gas liquids price risk.
As used herein, "Third Party Risk Management" means, the production, handling,
aggregation, storage, purchase, supply and delivery of energy-related products
and services, financial or physical energy-related risk management products and
services, energy management, and asset management services, operations of
Southstar and Nicor Energy retail alliances, in each case to the extent such
activities are not performed directly or indirectly for the benefit of, or to
manage or mitigate risk involving, assets, property, inventory positions, sales
or purchase obligation positions owned, controlled operationally or held by the
Parent Guarantor or any Subsidiary thereof.

          (b)   Other than as set forth in Section 7.17(a) above, the Parent
Guarantor and its Subsidiaries shall not enter into any Swap Contracts except
for Swap Contracts entered into to hedge against fluctuations in interest rates
or currency incurred in the ordinary course of business and consistent with
prudent business practice.

          7.18. Partnerships, Etc. Become a general partner in any general or
limited partnership or joint venture, other than any Subsidiary the sole assets
of which consist of its interest in such partnership or joint venture.

          7.19. Formation of Subsidiaries. Organize or invest in any new
Subsidiary except as permitted under Section 7.02.

          7.20. CoGen Facility and Riverside Facility. Take any action that
would result in a mandatory prepayment (other than any mandatory repayment
required by the terms of the Loan Documents) of the CoGen Facility or the
Riverside Facility other than with the Net Cash Proceeds of any Disposition of
the assets or property of CoGen Lyondell, Inc. or Riverside Generating Company,
L.L.C. (other than any asset or property in which the Lenders also have a
security interest).

          7.21. Amendments, Etc. of Chevron Preferred Stock. Amend, modify or
change in any manner any term or condition of the Chevron Preferred Stock or
agree in any manner to any other amendment, modification or change of any term
or condition of the Chevron Preferred Stock except (i) any amendment,
modification of change made in accordance with the terms of Section 7.06(c) or
(ii) any amendment, modification or change that does not have the effect of (x)
converting the Chevron Preferred Stock to Indebtedness (other than Indebtedness
of the type described in clause (e) of the definition thereof) or (y) changing
in any adverse manner to the Parent Guarantor any rights or remedies that the
holders of the Chevron Preferred Stock have on

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<PAGE>

the date hereof in respect of the Parent Guarantor's failure to redeem the
Chevron Preferred Stock.

                                  ARTICLE VIII
                         EVENTS OF DEFAULT AND REMEDIES

          8.01. Events of Default. Any of the following shall constitute an
Event of Default:

          (a)   Non-Payment. The Borrower or any other Loan Party fails to pay
     (i) when and as required to be paid herein, any amount of principal of any
     Loan or any L/C Obligation, or (ii) within three Business Days after the
     same becomes due, any interest on any Loan or on any L/C Obligation, or any
     commitment or other fee due hereunder, or (iii) within five Business Days
     after the same becomes due, any other amount payable hereunder or under any
     other Loan Document; or

          (b)   Specific Covenants. Any of the Loan Parties fails to perform or
     observe any term, covenant or agreement contained in any of Section 6.01,
     6.02 (except as specified in clause (d) below with respect to Section
     6.02(i)), 6.03 (except as specified in clause (c) below with respect to
     Section 6.03(d)), 6.05 (with respect to the Parent Guarantor, the Borrower
     or any Material Subsidiary only) or Article VII; or

          (c)   Other Defaults. Any Loan Party fails to perform or observe (i)
     the covenant in Section 6.03(d) solely with respect to the provision of a
     reasonably detailed written explanation from a Responsible Officer and such
     failure continues for 5 days after the earlier of (A) the date such Loan
     Party obtains knowledge of such non-compliance and (B) receipt of notice of
     such non-compliance from either Administrative Agent to the Borrower, or
     (ii) the covenant in Section 6.07 and such failure continues for 10 days
     after the earlier of (A) the date such Loan Party obtains knowledge of such
     non-compliance and (B) receipt of notice of such non-compliance from either
     Administrative Agent to the Borrower or (iii) any other covenant or
     agreement (not specified in clause (i) or (ii) or in Section 8.01(a) or (b)
     above) contained in any Loan Document on its part to be performed or
     observed and such failure continues for 30 days after the earlier of (i)
     the date such Loan Party obtains knowledge of such non-compliance and (ii)
     receipt of notice of such non-compliance from either Administrative Agent
     (whether by itself or at the request of any Lender) to the Borrower; or

          (d)   Representations and Warranties. Any representation, warranty,
     certification or statement of fact made or deemed made by or on behalf of
     the Borrower, the Parent Guarantor or any other Loan Party herein, in any
     other Loan Document, or in any document delivered in connection herewith or
     therewith shall be incorrect or misleading in any material respect when
     made or deemed made, except that if any representation contained in Section
     5.08(c), 5.08(d) or 6.02(i) shall be incorrect or misleading in any
     material respect when made or deemed made, the Loan Parties shall not have
     complied with the provisions of Section 6.12 with respect to such real
     property or leases (to the extent that Section 6.12 would be applicable to
     such real property or leases) within 30 days following the date on which a
     Loan Party obtains knowledge of

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     the inaccuracy of such representation with respect to the representations
     made in Section 5.08(c), 5.08(d) or 6.02(i); or


          (e)   Cross-Default. (i) Any Loan Party or any Subsidiary (other than
     any Excluded Subsidiary) (A) fails to make any payment when due (whether by
     scheduled maturity, required prepayment, acceleration, demand, or
     otherwise) in respect of any Indebtedness or Guarantee of Indebtedness
     (other than Indebtedness hereunder and intercompany Indebtedness) having an
     aggregate principal amount (including undrawn committed or available
     amounts and including amounts owing to all creditors under any combined or
     syndicated credit arrangement) of more than the Threshold Amount, or (B)
     fails to observe or perform any other agreement or condition relating to
     any such Indebtedness or Guarantee of Indebtedness or contained in any
     instrument or agreement evidencing, securing or relating thereto, or any
     other event occurs, the effect of which default or other event is to cause,
     or to permit the holder or holders of such Indebtedness or the beneficiary
     or beneficiaries of such Guarantee (or a trustee or agent on behalf of such
     holder or holders or beneficiary or beneficiaries) to cause, with the
     giving of notice if required, such Indebtedness to be demanded or to become
     due or to be repurchased, prepaid, defeased or redeemed (automatically or
     otherwise), or an offer to repurchase, prepay, defease or redeem such
     Indebtedness to be made, prior to its stated maturity, or such Guarantee to
     become payable or cash collateral in respect thereof to be demanded; or
     (ii) any Loan Party or any Subsidiary (other than any Excluded Subsidiary)
     defaults under a Swap Contract (other than (1) Tolling Agreements and (2)
     each Material Contract marked with an asterisk on Schedule III) and, after
     giving effect to any applicable notice requirement or grace period, (A)
     such default results in a liquidation of, an acceleration of obligations
     under, or an early termination of, all transactions outstanding under the
     documentation applicable to that Swap Contract and (B) the Swap Termination
     Value owed by such Loan Party or such Subsidiary as a result thereof is
     greater than the Threshold Amount or (iii) (A) any event occurs under a
     Swap Contract (other than Tolling Agreements and each Material Contract
     marked with an asterisk on Schedule III) that (1) is not the result of a
     failure by a Loan Party or any Subsidiary (other than any Excluded
     Subsidiary) to perform its obligations under such Swap Contract and (2)
     results in an obligation of such Loan Party or such Subsidiary to pay all
     amounts owing to the counterparty under such Swap Contract in an amount
     greater than the Threshold Amount (after giving effect to Netting
     Agreements) and (B) such Loan Party or such Subsidiary, as applicable,
     fails to make such payment when due; provided that any event described in
     this Section 8.01(e) that occurs in respect of a non-wholly owned
     Subsidiary shall not be an Event of Default unless the fair market value of
     the total aggregate assets of the non-wholly owned Subsidiaries as to which
     such event or events have occurred is at least $50 million and such event
     or events shall not have been cured within 45 days; or

          (f)   Insolvency Proceedings, Etc. The Parent Guarantor, the Borrower
     or any of its Material Subsidiaries institutes or consents to the
     institution of any proceeding under any Debtor Relief Law, or makes a
     general assignment for the benefit of creditors; or applies for or consents
     to the appointment of any receiver, trustee, custodian, conservator,
     liquidator, rehabilitator or similar officer for it or for all or any
     material part of its property; or any receiver, trustee, custodian,
     conservator, liquidator, rehabilitator or similar officer is appointed
     without the application or consent of such Person and the

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     appointment continues undischarged or unstayed for 60 consecutive calendar
     days; or any proceeding under any Debtor Relief Law relating to any such
     Person or to all or any material part of its property is instituted without
     the consent of such Person and continues undismissed or unstayed for 60
     consecutive calendar days, or an order for relief is entered in any such
     proceeding; or

          (g)   Inability to Pay Debts; Attachment. (i) The Parent Guarantor,
     the Borrower or any Material Subsidiary becomes unable or admits in writing
     its inability or fails generally to pay its debts as they become due or
     (ii) any writ or warrant of attachment or execution or similar process is
     issued or levied against all or any material part of the property of any
     such Person and is not released, vacated or fully bonded within 60 days
     after its issue or levy; or

          (h)   Judgments. There is entered against Parent Guarantor, the
     Borrower or any Material Subsidiary a final non-appealable judgment or
     order for the payment of money for an amount exceeding the Threshold Amount
     (net of insurance coverage which is reasonably expected to be paid by the
     insurer) and either (i) such judgment or order is not discharged within a
     period of 60 consecutive days following the rendering thereof and
     enforcement proceedings are commenced by any creditor upon such judgment or
     order, or (ii) there is a period of 60 consecutive days during which a stay
     of enforcement of such judgment, by reason of a pending appeal or
     otherwise, is not in effect; or

          (i)   ERISA. (i) An ERISA Event occurs with respect to a Pension Plan
     or Multiemployer Plan which has resulted or could reasonably be expected to
     result in liability of any Loan Party to the Pension Plan, Multiemployer
     Plan or the PBGC in an aggregate amount in excess of the Threshold Amount,
     or (ii) any Loan Party or any ERISA Affiliate defaults, within the meaning
     of Section 4219(c)(5) of ERISA, with respect to its withdrawal liability
     under Section 4201 of ERISA under a Multiemployer Plan in an aggregate
     amount in excess of the Threshold Amount; or

          (j)   Invalidity of Loan Documents. The Parent Guarantor or any
     Subsidiary thereof asserts that any provision of any Loan Document, at any
     time after its execution and delivery and for any reason other than as
     expressly permitted hereunder or thereunder or satisfaction in full of all
     the Obligations, ceases to be in full force and effect; the Parent
     Guarantor or any Subsidiary thereof contests in any manner the validity or
     enforceability of any provision of any Loan Document; or any Loan Party
     denies that it has any or further liability or obligation under any Loan
     Document, or purports to revoke, terminate or rescind any Loan Document; or

          (k)   Change of Control. There occurs any Change of Control; or

          (l)   Collateral Document. Any Collateral Document after delivery
     thereof pursuant to Section 4.01 or 6.12 shall for any reason (other than
     pursuant to the terms thereof or hereof) cease to create a valid and
     perfected lien on and security interest in any material portion of the
     Collateral.

          8.02. Remedies Upon Event of Default.

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          (a)   Termination of Commitments. If any Event of Default occurs and
     is continuing, the Administrative Agents shall (i), at the request of, or
     may, with the consent of, the Required Revolving Credit Lenders, declare
     the commitment of each Lender to make Revolving Credit Loans and any
     obligation of the L/C Issuer to make Revolving L/C Credit Extensions to be
     terminated, whereupon such commitments and obligation shall be terminated
     or (ii) at the request of, or may, with the consent of, the Required
     Reallocated Lenders, declare the commitment of each Lender to make
     Reallocated Facility Loans and any obligation of the L/C Issuer to make
     Reallocated L/C Credit Extensions to be terminated, whereupon such
     commitments and obligation shall be terminated;

          (b)   Acceleration and other Remedies. If any Event of Default occurs
     and is continuing, the Administrative Agents shall, at the request of, or
     may, with the consent of, the Required Section 8.01 Lenders, take any or
     all of the following actions: (i) declare the unpaid principal amount of
     all outstanding Loans, all interest accrued and unpaid thereon, and all
     other amounts owing or payable hereunder or under any other Loan Document
     to be immediately due and payable, without presentment, demand, protest or
     other notice of any kind, all of which are hereby expressly waived by the
     Borrower;

          (ii)  require that the Borrower Cash Collateralize the L/C Obligations
     (in an amount equal to the then Outstanding Amount thereof); and

          (iii) exercise on behalf of itself, the other Agents and the Lenders
     all rights and remedies available to it, the other Agents and the Lenders
     under the Loan Documents (including, without limitation, all of the
     Collateral Documents) or applicable Law;

provided, however, that upon the occurrence of an actual or deemed entry of an
order for relief with respect to the Borrower under the Bankruptcy Code of the
United States, the obligation of each Lender to make Loans and any obligation of
the L/C Issuer to make Revolving L/C Credit Extensions and Reallocated L/C
Credit Extensions shall automatically terminate, the unpaid principal amount of
all outstanding Loans and all interest and other amounts as aforesaid shall
automatically become due and payable, and the obligation of the Borrower to Cash
Collateralize the L/C Obligations as aforesaid shall automatically become
effective, in each case without further act of any Agent or any Lender.

          8.03. Application of Monies Upon Event of Default. Upon an Event of
Default, any monies received by any Agent shall be applied to the Obligations,
subject to the priorities set forth in the Collateral Trust Agreement, in the
following order of priority:

                (i) first, to costs and expenses owed to the Agents and the L/C
          Issuer, ratably in accordance with such respective costs and expenses
          then owing to the Agents and the L/C Issuer;

                (ii) second, to fees and interest owed to the Lenders, ratably
          in accordance with such respective fees and interest then owing to the
          Lenders; and

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                (iii) third, ratably to payments of principal (and Cash
          Collateralization of Letters of Credit).

          8.04. Other Agreements Among Lenders. Notwithstanding anything in the
Shared Collateral Documents to the contrary, and only as between the Lenders and
the Administrative Agents, (i) until all Obligations of the Loan Parties in
respect of the Revolving Credit Facility, the Term A Facility and the
Reallocated Facility have been fully paid and the Revolving Committed Amount has
been permanently reduced to zero ($0), and all L/C Obligations have been repaid
in full or Cash Collateralized, the Junior Secured Parties (as defined in the
Collateral Trust Agreement) shall not be entitled to exercise (or to direct the
Administrative Agents to exercise) any remedies under the Shared Collateral
Documents, including without limitation the right to enforce any Liens
thereunder, institute proceedings with respect to Collateral thereunder, notice
account debtors thereunder, make collections with respect to Collateral
thereunder, or sell or otherwise foreclose on any portion of the Collateral
thereunder and (ii) until the date 91 days after all Obligations of the Loan
Parties in respect of the Revolving Credit Facility, the Term A Facility and the
Reallocated Facility have been fully paid, the Revolving Credit Commitment has
been permanently reduced to zero ($0), and all L/C Obligations have been repaid
in full or Cash Collateralized, none of the Junior Secured Parties (as defined
in the Collateral Trust Agreement) shall take any action, directly or
indirectly, to initiate an involuntary bankruptcy or receivership proceeding or
receivership in respect of any Loan Party. Further upon the occurrence of any
event described in Section 8.01(f) with respect to any Loan Party, (a) all
references herein to such Loan Party shall be deemed to apply to such entity as
debtor in possession and to any trustee in bankruptcy for the estate of such
entity, (b) the Required Section 8.01 Lenders shall have the right, on behalf of
the Junior Secured Parties, to direct the Administrative Agents to contest or
consent to (i) the use of cash collateral by the applicable Loan Party, (ii) the
disposition of assets by the applicable Loan Party under Section 363 of the
Bankruptcy Code and (iii) the granting of a priming Lien to secure postpetition
financing in a principal amount not to exceed $200,000,000 (less any increases
in the aggregate amount of the Revolving Credit Commitments, the Term A
Commitments and the Reallocated Facility Commitments after the date hereof)
provided pursuant to Section 364 of the Bankruptcy Code, and no Junior Secured
Party shall contest the validity or enforceability of this Agreement or such
actions, or the Administrative Agents or the Secured Parties receiving a Lien or
being granted an administrative claim in connection with adequate protection,
use of cash collateral or post-petition financing consistent with this Agreement
and the other Loan Documents under Sections 361, 363, or 364 of the Bankruptcy
Code with respect to such obligations, and (c) each Secured Party agrees that
the obligations of the Secured Parties under this Agreement shall continue to be
effective, or be reinstated, as the case may be, as to any payment in respect of
any Secured Obligations that are rescinded or must otherwise be returned by the
holder of such Secured Obligations upon the occurrence or as a result of
applicable provisions of the Bankruptcy Code, all as though such payment had not
been made.

                                   ARTICLE IX
                     ADMINISTRATIVE AGENTS AND OTHER AGENTS

          9.01. Appointment and Authorization of Agents.

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          (a)   Each Lender hereby irrevocably appoints, designates and
authorizes each Agent to take such action on its behalf under the provisions of
this Agreement and each other Loan Document and to exercise such powers and
perform such duties as are expressly delegated to it by the terms of this
Agreement or any other Loan Document, together with such powers as are
reasonably incidental thereto. Notwithstanding any provision to the contrary
contained elsewhere herein or in any other Loan Document, no Agent shall have
any duties or responsibilities, except those expressly set forth herein, nor
shall any Agent have or be deemed to have any fiduciary relationship with any
Lender or participant, and no implied covenants, functions, responsibilities,
duties, obligations or liabilities shall be read into this Agreement or any
other Loan Document or otherwise exist against any Agent. Without limiting the
generality of the foregoing sentence, the use of the term "agent" herein and in
the other Loan Documents with reference to any Agent is not intended to connote
any fiduciary or other implied (or express) obligations arising under agency
doctrine of any applicable Law. Instead, such term is used merely as a matter of
market custom, and is intended to create or reflect only an administrative
relationship between independent contracting parties.

          (b)   The L/C Issuer shall act on behalf of the Lenders with respect
to any Letters of Credit issued by it and the documents associated therewith,
and the L/C Issuer shall have all of the benefits and immunities (i) provided to
the Agents in this Article IX with respect to any acts taken or omissions
suffered by the L/C Issuer in connection with Letters of Credit issued by it or
proposed to be issued by it and the applications and agreements for letters of
credit pertaining to such Letters of Credit as fully as if the term "Agent" as
used in this Article IX and in the definition of "Agent-Related Person" included
the L/C Issuer with respect to such acts or omissions, and (ii) as additionally
provided herein with respect to the L/C Issuer.

          (c)   Each of the Lenders (in its capacities as a Lender and L/C
Issuer (if applicable)) hereby irrevocably appoints and authorizes the
Collateral Agent to act as the agent and as the representative of such Lender
for purposes of acquiring, holding and enforcing any and all Liens on Collateral
granted by any of the Loan Parties to secure any of the Secured Obligations,
together with such powers and discretion as are reasonably incidental thereto.
In this connection, the Collateral Agent (and any co-agents, sub-agents and
attorneys-in-fact appointed by the Collateral Agent or by either Administrative
Agent pursuant to Section 9.02 for purposes of holding or enforcing any Lien on
the Collateral (or any portion thereof) granted under the Collateral Documents,
or for exercising any rights and remedies thereunder at the direction of the
Collateral Agent), shall be entitled to the benefits of all provisions of this
Article IX (including, without limitation, Section 9.07, as though such
co-agents, sub-agents and attorneys-in-fact were the "collateral agent" under
the Loan Documents) as if set forth in full herein with respect thereto.

          9.02. Delegation of Duties. Any Agent may execute any of its duties
under this Agreement or any other Loan Document (including for purposes of
holding or enforcing any Lien on the Collateral (or any portion thereof) granted
under the Collateral Documents or of exercising any rights and remedies
thereunder at the direction of the Administrative Agents) by or through agents,
employees or attorneys-in-fact and shall be entitled to advice of counsel and
other consultants or experts concerning all matters pertaining to such duties.
No Agent shall be responsible for the negligence or misconduct of any agent or
attorney-in-fact that it selects in the absence of gross negligence or willful
misconduct.

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          9.03. Liability of Agents. No Agent-Related Person shall (a) be liable
for any action taken or omitted to be taken by any of them under or in
connection with this Agreement or any other Loan Document or the transactions
contemplated hereby (except for its own gross negligence or willful misconduct
in connection with its duties expressly set forth herein), or (b) be responsible
in any manner to any Lender or participant for any recital, statement,
representation or warranty made by any Loan Party or any officer thereof,
contained herein or in any other Loan Document, or in any certificate, report,
statement or other document referred to or provided for in, or received by any
Agent under or in connection with, this Agreement or any other Loan Document, or
the validity, effectiveness, genuineness, enforceability or sufficiency of this
Agreement or any other Loan Document, or the perfection or priority of any Lien
or security interest created or purported to be created under the Collateral
Documents, or for any failure of any Loan Party or any other party to any Loan
Document to perform its obligations hereunder or thereunder. No Agent-Related
Person shall be under any obligation to any Lender or participant to ascertain
or to inquire as to the observance or performance of any of the agreements
contained in, or conditions of, this Agreement or any other Loan Document, or to
inspect the properties, books or records of any Loan Party or any Affiliate
thereof.

          9.04. Reliance by Agents.

          (a)   Each Agent shall be entitled to rely, and shall be fully
protected in relying, upon any writing, communication, signature, resolution,
representation, notice, consent, certificate, affidavit, letter, telegram,
facsimile, telex or telephone message, electronic mail message, statement or
other document or conversation believed by it to be genuine and correct and to
have been signed, sent or made by the proper Person or Persons, and upon advice
and statements of legal counsel (including counsel to any Loan Party),
independent accountants and other experts selected by such Agent. Each Agent
shall be fully justified in failing or refusing to take any action under any
Loan Document unless it shall first receive such advice or concurrence of the
Required Lenders as it deems appropriate and, if it so requests, it shall first
be indemnified to its satisfaction by the Lenders against any and all liability
and expense which may be incurred by it by reason of taking or continuing to
take any such action. Each Agent shall in all cases be fully protected in
acting, or in refraining from acting, under this Agreement or any other Loan
Document in accordance with a request or consent of the Required Lenders (or
such greater number of Lenders as may be expressly required hereby in any
instance) and such request and any action taken or failure to act pursuant
thereto shall be binding upon all the Lenders. The Lenders hereby acknowledge
that each Agent shall be under no duty to take any discretionary action
permitted to be taken by it pursuant to the provisions of this Agreement or any
other Loan Document unless it shall be requested in writing to do so by the
Required Lenders. Each 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 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.

          (b)   For purposes of determining compliance with the conditions
specified in Section 4.01, each Lender that has signed this Agreement shall be
deemed to have consented to, approved or accepted or to be satisfied with, each
document or other matter required thereunder to be consented to or approved by
or acceptable or satisfactory to a Lender unless the

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Administrative Agents shall have received notice from such Lender prior to the
proposed Closing Date specifying its objection thereto.

          9.05. Notice of Default. No Agent shall be deemed to have knowledge or
notice of the occurrence of any Default, except with respect to defaults in the
payment of principal, interest and fees required to be paid to the Payment Agent
for the account of the Lenders, unless such Agent shall have received written
notice from a Lender or the Borrower referring to this Agreement, describing
such Default and stating that such notice is a "notice of default." The
Administrative Agents will notify the Lenders of its receipt of any such notice.
The Administrative Agents shall take such action, or direct the Collateral Agent
to take such action or refrain from taking such action, with respect to such
Default as may be directed by the Required Lenders in accordance with Article
VIII; provided, however, that unless and until the Administrative Agents or the
Collateral Agent, as the case may be, have received any such direction, the
Administrative Agents or the Collateral Agent, as the case may be, may (but
shall not be obligated to) take such action, or refrain from taking such action,
with respect to such Default as they shall deem advisable or in the best
interest of the Lenders.

          9.06. Credit Decision; Disclosure of Information by Agents. Each
Lender acknowledges that no Agent-Related Person has made any representation or
warranty to it, and that no act by any Agent hereafter taken, including any
consent to and acceptance of any assignment or review of the affairs of any Loan
Party or any Affiliate thereof, shall be deemed to constitute any representation
or warranty by any Agent-Related Person to any Lender as to any matter,
including whether Agent-Related Persons have disclosed material information in
their possession. Each Lender represents to each Agent that it has,
independently and without reliance upon any Agent-Related Person and based on
such documents and information as it has deemed appropriate, made its own
appraisal of and investigation into the business, prospects, operations,
property, financial and other condition and creditworthiness of the Loan Parties
and their respective Subsidiaries, and all applicable bank or other regulatory
Laws relating to the transactions contemplated hereby, and made its own decision
to enter into this Agreement and to extend credit to the Borrower and the other
Loan Parties hereunder. Each Lender also represents that it will, independently
and without reliance upon any Agent-Related Person and based on such documents
and information as it shall deem appropriate at the time, continue to make its
own credit analysis, appraisals and decisions in taking or not taking action
under this Agreement and the other Loan Documents, and to make such
investigations as it deems necessary to inform itself as to the business,
prospects, operations, property, financial and other condition and
creditworthiness of the Borrower and the other Loan Parties. Except for notices,
reports and other documents expressly required to be furnished to the Lenders by
any Agent herein, such Agent shall not have any duty or responsibility to
provide any Lender with any credit or other information concerning the business,
prospects, operations, property, financial and other condition or
creditworthiness of any of the Loan Parties or any of their respective
Affiliates which may come into the possession of any Agent-Related Person.

          9.07. Indemnification of Agents. Whether or not the transactions
contemplated hereby are consummated, the Lenders shall indemnify upon demand
each Agent-Related Person (to the extent not reimbursed by or on behalf of any
Loan Party and without limiting the obligation of any Loan Party to do so), pro
rata, and hold harmless each Agent-Related Person from and against any and all
Indemnified Liabilities incurred by it; provided, however, that no

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Lender shall be liable for the payment to any Agent-Related Person of any
portion of such Indemnified Liabilities to the extent determined in a final,
nonappealable judgment by a court of competent jurisdiction to have resulted
from such Agent-Related Person's own gross negligence or willful misconduct;
provided, however, that no action taken by any Agent-Related Person in
accordance with the directions of the Required Lenders, and no action taken or
refrained from being taken by the Collateral Agent at the direction of an
Administrative Agent, shall be deemed to constitute gross negligence or willful
misconduct for purposes of this Section. In the case of any investigation,
litigation or proceeding giving rise to any Indemnified Liabilities, this
Section 9.07 applies whether any such investigation, litigation or proceeding is
brought by any Lender or any other Person. As used herein, "Indemnified
Liabilities" for each Agent-Related Person means (i) any amounts not reimbursed
by the Borrower for which such Agent-Related Person is entitled to reimbursement
by the Borrower under the Loan Documents, (ii) any other expenses incurred by
such Agent-Related Person on behalf of the Lenders, in connection with the
preparation, execution, delivery, administration and enforcement of the Loan
Documents (including, without limitation, for any expenses incurred by such
Agent-Related Person in connection with any dispute between such Agent-Related
Person and any Lender or between two or more of the Lenders) and (iii) 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 such Agent-Related Person 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 such
Agent-Related Person in connection with any dispute between such Agent-Related
Person and any Lender or between two or more of the Lenders), or the enforcement
of any of the terms of the Loan Documents or of any such other documents.
Without limitation of the foregoing, each Lender shall reimburse each Agent and
L/C Issuer upon demand for its ratable share of any costs or out-of-pocket
expenses (including Attorney Costs) incurred by such Agent in connection with
the preparation, execution, delivery, administration, modification, amendment or
enforcement (whether through negotiations, legal proceedings or otherwise) of,
or legal advice in respect of rights or responsibilities under, this Agreement,
any other Loan Document, or any document contemplated by or referred to herein,
to the extent that such Agent is not reimbursed for such expenses by or on
behalf of the Borrower. The undertaking in this Section shall survive
termination of the Aggregate Commitments, the payment of all other Obligations
and the resignation of such Agent.

          9.08. Agents in their Individual Capacities. Citibank, Bank of America
and Bank One and their respective Affiliates may make loans to, issue letters of
credit for the account of, accept deposits from, acquire Equity Interests in and
generally engage in any kind of banking, trust, financial advisory, underwriting
or other business with each of the Loan Parties and their respective Affiliates
as though Citibank, Bank of America and Bank One were not an Agent hereunder and
without notice to or consent of the Lenders. The Lenders acknowledge that,
pursuant to such activities, Citibank, Bank of America, Bank One or their
respective Affiliates may receive information regarding any Loan Party or its
Affiliates (including information that may be subject to confidentiality
obligations in favor of such Loan Party or such Affiliate) and acknowledge that
no Agent shall be under any obligation to provide such information to them. With
respect to its Loans, each of Citibank, Bank of America and Bank One shall have
the same rights and powers under this Agreement as any other Lender and may
exercise such rights and

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powers as though it were not an Agent, and the terms "Lender" and "Lenders"
include each of Citibank, Bank of America and Bank One in its individual
capacity.

          9.09. Successor Agents. Any Agent may resign as Agent upon 30 days'
notice to the Lenders. If any Agent resigns under this Agreement, the Required
Lenders shall appoint from among the Lenders a successor agent for the Lenders,
which successor agent shall be consented to by the Borrower at all times other
than during the existence of an Event of Default (which consent of the Borrower
shall not be unreasonably withheld or delayed). If no successor agent is
appointed prior to the effective date of the resignation of such Agent, such
Agent may appoint, after consulting with the Lenders and the Borrower, a
successor agent from among the Lenders. Upon the acceptance of its appointment
as successor agent hereunder, the Person acting as such successor agent shall
succeed to all the rights, powers and duties of the retiring Agent and the terms
"Administrative Agent" and "Collateral Agent" shall mean such successor
administrative agent and collateral agent and the retiring Agent's appointment,
powers and duties as Agent shall be terminated. After any retiring Agent's
resignation hereunder as Agent, the provisions of this Article IX and Sections
11.04 and 11.05 shall inure to its benefit as to any actions taken or omitted to
be taken by it while it was an Agent under this Agreement. If no successor agent
has accepted appointment as Agent by the date which is 30 days following a
retiring Agent's notice of resignation, the retiring Agent's resignation shall
nevertheless thereupon become effective and the Lenders shall perform all of the
duties of such Agent hereunder until such time, if any, as the Required Lenders
appoint a successor agent as provided for above. Upon the acceptance of any
appointment as Agent hereunder by a successor and upon the execution and filing
or recording of such financing statements, or amendments thereto, and such
amendments or supplements to the Mortgages, and such other instruments or
notices, as may be necessary or desirable, or as the Required Lenders may
request, in order to continue the perfection of the Liens granted or purported
to be granted by the Collateral Documents, such successor Agent shall thereupon
succeed to and become vested with all the rights, powers, discretion,
privileges, and duties of the retiring Agent, and the retiring Agent shall be
discharged from its duties and obligations under the Loan Documents. After any
retiring Agent's resignation hereunder as an Agent, the provisions of this
Article IX shall continue in effect for its benefit in respect of any actions
taken or omitted to be taken by it while it was acting as an Agent.

          9.10. Administrative Agents May File Proofs of Claim. In case of the
pendency of any receivership, insolvency, liquidation, bankruptcy,
reorganization, arrangement, adjustment, composition or other judicial
proceeding relative to any Loan Party, the Administrative Agents (irrespective
of whether the principal of any Loan or L/C Obligation shall then be due and
payable as herein expressed or by declaration or otherwise and irrespective of
whether the Administrative Agents shall have made any demand on the Borrower)
shall be entitled and empowered, by intervention in such proceeding or otherwise

          (a)   to file and prove a claim for the whole amount of the principal
     and interest owing and unpaid in respect of the Loans, L/C Obligations and
     all other Obligations that are owing and unpaid and to file such other
     documents as may be necessary or advisable in order to have the claims of
     the Lenders and the Agents (including any claim for the reasonable
     compensation, expenses, disbursements and advances of the Lenders and the
     Agents and their respective agents and counsel and all other amounts due
     the Lenders and

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     the Agents under Sections 2.03(i) and (j), 2.09 and 11.04) allowed in such
     judicial proceeding; and


          (b)   to collect and receive any monies or other property payable or
     deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
other similar official in any such judicial proceeding is hereby authorized by
each Lender to make such payments to the Administrative Agents and, in the event
that the Administrative Agents shall consent to the making of such payments
directly to the Lenders, to pay to the Administrative Agents any amount due for
the reasonable compensation, expenses, disbursements and advances of the Agents
and their respective agents and counsel, and any other amounts due the Agents
under Sections 2.09 and 11.04.

          Nothing contained herein shall be deemed to authorize the
Administrative Agents to authorize or consent to or accept or adopt on behalf of
any Lender any plan of reorganization, arrangement, adjustment or composition
affecting the Obligations or the rights of any Lender or to authorize the
Administrative Agents to vote in respect of the claim of any Lender in any such
proceeding.

          9.11. Collateral and Guaranty Matters.

          (a)   The Lenders irrevocably authorize the Collateral Agent, at its
option and in its discretion, to release any Lien on any property granted to or
held by the Collateral Trustees or the Collateral Agent under any Loan Document
(i) upon termination of the Aggregate Commitments and payment in full of all
Obligations (other than contingent indemnification obligations not yet accrued
and payable) and the expiration or termination of all Letters of Credit, (ii)
that is sold or to be sold as part of or in connection with any sale permitted
hereunder or under any other Loan Document, or (iii) subject to Section 11.01,
if approved, authorized or ratified in writing by the Required Lenders.

          (b)   The Lenders irrevocably authorize the Administrative Agents, at
their option and in their discretion, to release any Guarantor from its
obligations under the Guaranty if such Person ceases to be a Subsidiary as a
result of a transaction permitted hereunder.

          (c)   Upon request by the Collateral Agent or the Administrative
Agents, as the case may be, at any time, the Required Lenders will confirm in
writing the authority of the Collateral Agent or the Administrative Agents, as
applicable, to release its interest in particular types or items of property, or
to release any Guarantor from its obligations under the Guaranty pursuant to
this Section 9.11. In each case as specified in this Section 9.11, the
Collateral Agent or the Administrative Agents, as the case may be, will, at the
Borrower's expense, execute and deliver to the applicable Loan Party such
documents as such Loan Party may reasonably request to evidence the release of
such item of Collateral from the assignment and security interest granted under
the Collateral Documents, or to release such Guarantor from its obligations
under the Guaranty, in each case in accordance with the terms of the Loan
Documents and this Section 9.11.

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          9.12. Other Agents; Arrangers and Managers. None of the Lenders or
other Persons identified on the facing page or signature pages of this Agreement
as a "syndication agent," "documentation agent," "co-agent," "book manager,"
"lead manager," "arranger," "lead arranger" or "co-arranger" shall have any
right, power, obligation, liability, responsibility or duty under this Agreement
other than, in the case of such Lenders, those applicable to all Lenders as
such. Without limiting the foregoing, none of the Lenders or other Persons so
identified shall have or be deemed to have any fiduciary relationship with any
Lender. Each Lender acknowledges that it has not relied, and will not rely, on
any of the Lenders or other Persons so identified in deciding to enter into this
Agreement or in taking or not taking action hereunder.

          9.13. Appointment of Supplemental Collateral Agents.

          (a)   It is the purpose of this Agreement and the other Loan Documents
that there shall be no violation of any law of any jurisdiction denying or
restricting the right of banking corporations or associations to transact
business as agent or trustee in such jurisdiction. It is recognized that in case
of litigation under this Agreement or any of the other Loan Documents, and in
particular in case of the enforcement of any of the Loan Documents, or in case
the Administrative Agents deem that by reason of any present or future law of
any jurisdiction it may not exercise any of the rights, powers or remedies
granted herein or in any of the other Loan Documents or take any other action
which may be desirable or necessary in connection therewith, it may be necessary
that the Administrative Agents appoint an additional individual or institution
as a separate trustee, co-trustee, collateral agent, collateral sub-agent or
collateral co-agent (any such additional individual or institution being
referred to herein individually as a "Supplemental Collateral Agent" and
collectively as "Supplemental Collateral Agents").

          (b)   In the event that the Administrative Agents appoint a
Supplemental Collateral Agent with respect to any Collateral, (i) each and every
right, power, privilege or duty expressed or intended by this Agreement or any
of the other Loan Documents to be exercised by or vested in or conveyed to the
Administrative Agents with respect to such Collateral shall be exercisable by
and vest in such Supplemental Collateral Agent to the extent, and only to the
extent, necessary to enable such Supplemental Collateral Agent to exercise such
rights, powers and privileges with respect to such Collateral and to perform
such duties with respect to such Collateral, and every covenant and obligation
contained in the Loan Documents and necessary to the exercise or performance
thereof by such Supplemental Collateral Agent shall run to and be enforceable by
either the Administrative Agents or such Supplemental Collateral Agents, and
(ii) the provisions of this Article and of Section 11.04 that refer to the
Administrative Agent shall inure to the benefit of such Supplemental Collateral
Agent and all references therein to the Administrative Agent shall be deemed to
be references to the Administrative Agents and/or such Supplemental Collateral
Agent, as the context may require.

          (c)   Should any instrument in writing from any Loan Party be required
by any Supplemental Collateral Agent so appointed by the Administrative Agents
for more fully and certainly vesting in and confirming to him or it such rights,
powers, privileges and duties, such Loan Party shall execute, acknowledge and
deliver any and all such instruments promptly upon request by the Administrative
Agents. In case any Supplemental Collateral Agent, or a successor thereto, shall
die, become incapable of acting, resign or be removed, all the rights, powers,

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privileges and duties of such Supplemental Collateral Agent, to the extent
permitted by law, shall vest in and be exercised by the Administrative Agents
until the appointment of a new Supplemental Collateral Agent.

                                   ARTICLE X
                                    GUARANTY

          10.01. Guaranty; Limitation of Liability.

          (a)    Each Guarantor, jointly and severally, hereby absolutely,
unconditionally and irrevocably guarantees the punctual payment when due,
whether at scheduled maturity or on any date of a required prepayment or by
acceleration, demand or otherwise, of all Obligations of the Borrower now or
hereafter existing under or in respect of the Loan Documents and of all ACH
Obligations (including, without limitation, any extensions, modifications,
substitutions, amendments or renewals of any or all of the foregoing
Obligations), whether direct or indirect, absolute or contingent, and whether
for principal, interest, premiums, fees, indemnities, contract causes of action,
costs, expenses or otherwise (such Obligations being the "Guaranteed
Obligations"), and agrees to pay any and all expenses (including, without
limitation, fees and expenses of counsel) incurred by any Agent or any other
Secured Party in enforcing any rights under this Guaranty or any other Loan
Document. Without limiting the generality of the foregoing, each Guarantor's
liability shall extend to all amounts that constitute part of the Guaranteed
Obligations and would be owed by any other Loan Party to any Secured Party under
or in respect of the Loan Documents but for the fact that they are unenforceable
or not allowable due to the existence of a bankruptcy, reorganization or similar
proceeding involving such other Loan Party.

          (b)    Each Guarantor, and by its acceptance of this Guaranty, the
Administrative Agents and each other Secured Party, hereby confirms that it is
the intention of all such Persons that this Guaranty and the Obligations of each
Guarantor hereunder not constitute a fraudulent transfer or conveyance for
purposes of Debtor Relief Laws, the Uniform Fraudulent Conveyance Act, the
Uniform Fraudulent Transfer Act or any similar foreign, federal or state law to
the extent applicable to this Guaranty and the Obligations of each Guarantor
hereunder. To effectuate the foregoing intention, the Administrative Agents, the
other Secured Parties and the Guarantors hereby irrevocably agree that the
Obligations of each Subsidiary Guarantor under this Guaranty at any time shall
be limited to the maximum amount as will result in the Obligations of such
Guarantor under this Guaranty not constituting a fraudulent transfer or
conveyance.

          (c)    Each Guarantor hereby unconditionally and irrevocably agrees
that in the event any payment shall be required to be made to any Secured Party
under this Guaranty or any Guaranty Supplement, such Guarantor will contribute,
to the maximum extent permitted by law, such amounts to each other Additional
Guarantor and each other Guarantor so as to maximize the aggregate amount paid
to the Secured Parties under or in respect of the Loan Documents.

          10.02. Guaranty Absolute. Each Guarantor guarantees that the
Guaranteed Obligations will be paid strictly in accordance with the terms of the
Loan Documents, regardless of any law, regulation or order now or hereafter in
effect in any jurisdiction affecting any of such

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terms or the rights of any Secured Party with respect thereto. The Obligations
of each Guarantor under or in respect of this Guaranty are independent of the
Guaranteed Obligations or any other Obligations of any other Loan Party under or
in respect of the Loan Documents, and a separate action or actions may be
brought and prosecuted against each Guarantor to enforce this Guaranty,
irrespective of whether any action is brought against the Borrower or any other
Loan Party or whether the Borrower or any other Loan Party is joined in any such
action or actions. The liability of each Guarantor under this Guaranty shall be
irrevocable, absolute and unconditional irrespective of, and each Guarantor
hereby irrevocably waives any defenses it may now have or hereafter acquire in
any way relating to, any or all of the following:

          (a) any lack of validity or enforceability of any Loan Document or any
     agreement or instrument relating thereto;

          (b) any change in the time, manner or place of payment of, or in any
     other term of, all or any of the Guaranteed Obligations or any other
     Obligations of any other Loan Party under or in respect of the Loan
     Documents, or any other amendment or waiver of or any consent to departure
     from any Loan Document, including, without limitation, any increase in the
     Guaranteed Obligations resulting from the extension of additional credit to
     any Loan Party or any of its Subsidiaries or otherwise;

          (c) any taking, exchange, release or non-perfection of any Collateral
     or any other collateral, or any taking, release or amendment or waiver of,
     or consent to departure from, any other guaranty, for all or any of the
     Guaranteed Obligations;

          (d) any manner of application of Collateral or any other collateral,
     or proceeds thereof, to all or any of the Guaranteed Obligations, or any
     manner of sale or other disposition of any Collateral or any other
     collateral for all or any of the Guaranteed Obligations or any other
     Obligations of any Loan Party under the Loan Documents or any other assets
     of any Loan Party or any of its Subsidiaries;

          (e) any change, restructuring or termination of the corporate
     structure or existence of any Loan Party or any of its Subsidiaries;

          (f) any failure of any Secured Party to disclose to any Loan Party any
     information relating to the business, condition (financial or otherwise),
     operations, performance, properties or prospects of any other Loan Party
     now or hereafter known to such Secured Party (each Guarantor waiving any
     duty on the part of the Secured Parties to disclose such information);

          (g) the failure of any other Person to execute or deliver this
     Guaranty, any Guaranty Supplement or any other guaranty or agreement or the
     release or reduction of liability of any Guarantor or other guarantor or
     surety with respect to the Guaranteed Obligations; or

          (h) any other circumstance (including, without limitation, any statute
     of limitations) or any existence of or reliance on any representation by
     any Secured Party that might otherwise constitute a defense available to,
     or a discharge of, any Loan Party or any other guarantor or surety.

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This Guaranty shall survive termination of this Agreement and shall continue to
be effective or be reinstated, as the case may be, if at any time any payment of
any of the Guaranteed Obligations is rescinded or must otherwise be returned by
any Secured Party or any other Person upon the insolvency, bankruptcy or
reorganization of the Borrower or any other Loan Party or otherwise, all as
though such payment had not been made.

          10.03. Waivers and Acknowledgments.

          (a)    Each Guarantor hereby unconditionally and irrevocably waives
promptness, diligence, notice of acceptance, presentment, demand for
performance, notice of nonperformance, default, acceleration, protest or
dishonor and any other notice with respect to any of the Guaranteed Obligations
and this Guaranty and any requirement that any Secured Party protect, secure,
perfect or insure any Lien or any property subject thereto or exhaust any right
or take any action against any Loan Party or any other Person or any Collateral.

          (b)    Each Guarantor hereby unconditionally and irrevocably waives
any right to revoke this Guaranty and acknowledges that this Guaranty is
continuing in nature and applies to all Guaranteed Obligations, whether existing
now or in the future.

          (c)    Each Guarantor hereby unconditionally and irrevocably waives
(i) any defense arising by reason of any claim or defense based upon an election
of remedies by any Secured Party that in any manner impairs, reduces, releases
or otherwise adversely affects the subrogation, reimbursement, exoneration,
contribution or indemnification rights of such Guarantor or other rights of such
Guarantor to proceed against any of the other Loan Parties, any other guarantor
or any other Person or any Collateral and (ii) any defense based on any right of
set-off or counterclaim against or in respect of the Obligations of such
Guarantor hereunder.

          (d)    Each Guarantor acknowledges that the Collateral Agent may,
without notice to or demand upon such Guarantor and without affecting the
liability of such Guarantor under this Guaranty, foreclose under any mortgage by
nonjudicial sale, and each Guarantor hereby waives any defense to the recovery
by the Collateral Agent and the other Secured Parties against such Guarantor of
any deficiency after such nonjudicial sale and any defense or benefits that may
be afforded by applicable law.

          (e)    Each Guarantor hereby unconditionally and irrevocably waives
any duty on the part of any Secured Party to disclose to such Guarantor any
matter, fact or thing relating to the business, condition (financial or
otherwise), operations, performance, properties or prospects of any other Loan
Party or any of its Subsidiaries now or hereafter known by such Secured Party.

          (f)    Each Guarantor acknowledges that it will receive substantial
direct and indirect benefits from the financing arrangements contemplated by the
Loan Documents and that the waivers set forth in Section 10.02 and this Section
10.03 are knowingly made in contemplation of such benefits.

          10.04. Subrogation. Each Guarantor hereby unconditionally and
irrevocably agrees not to exercise any rights that it may now have or hereafter
acquire against the Borrower, any other Loan Party or any other insider
guarantor that arise from the existence, payment,

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performance or enforcement of such Guarantor's Obligations under or in respect
of this Guaranty or any other Loan Document, including, without limitation, any
right of subrogation, reimbursement, exoneration, contribution or
indemnification and any right to participate in any claim or remedy of any
Secured Party against the Borrower, any other Loan Party or any other insider
guarantor or any Collateral, whether or not such claim, remedy or right arises
in equity or under contract, statute or common law, including, without
limitation, the right to take or receive from the Borrower, any other Loan Party
or any other insider guarantor, directly or indirectly, in cash or other
property or by set-off or in any other manner, payment or security on account of
such claim, remedy or right, unless and until all of the Guaranteed Obligations
and all other amounts payable under this Guaranty shall have been paid in full
in cash, all Letters of Credit shall have expired or been terminated and the
Commitments shall have expired or been terminated. If any amount shall be paid
to any Guarantor in violation of the immediately preceding sentence at any time
prior to the latest of (a) the payment in full in cash of the Guaranteed
Obligations and all other amounts payable under this Guaranty, (b) the Maturity
Date in respect of the Term B Facility and (c) the latest date of expiration or
termination of all Letters of Credit, such amount shall be received and held in
trust for the benefit of the Secured Parties, shall be segregated from other
property and funds of such Guarantor and shall forthwith be paid or delivered to
the Administrative Agents in the same form as so received (with any necessary
endorsement or assignment) to be credited and applied to the Guaranteed
Obligations and all other amounts payable under this Guaranty, whether matured
or unmatured, in accordance with the terms of the Loan Documents, or to be held
as Collateral for any Guaranteed Obligations or other amounts payable under this
Guaranty thereafter arising. If (i) any Guarantor shall make payment to any
Secured Party of all or any part of the Guaranteed Obligations, (ii) all of the
Guaranteed Obligations and all other amounts payable under this Guaranty shall
have been paid in full in cash, (iii) the Maturity Date in respect of the Term B
Facility shall have occurred and (iv) all Letters of Credit shall have expired
or been terminated, the Secured Parties will, at such Guarantor's request and
expense, execute and deliver to such Guarantor appropriate documents, without
recourse and without representation or warranty, necessary to evidence the
transfer by subrogation to such Guarantor of an interest in the Guaranteed
Obligations resulting from such payment made by such Guarantor pursuant to this
Guaranty.

          10.05. Guaranty Supplements. Upon the execution and delivery by any
Additional Subsidiary Guarantor of a guaranty supplement in substantially the
form of Exhibit I hereto (each, a "Guaranty Supplement"), (a) such Person shall
become and be a Guarantor hereunder, and each reference in this Guaranty to a
"Guarantor" shall also mean and be a reference to such Additional Subsidiary
Guarantor, and each reference in any other Loan Document to a "Subsidiary
Guarantor" shall also mean and be a reference to such Additional Subsidiary
Guarantor, and (b) each reference herein to "this Guaranty," "hereunder,"
"hereof" or words of like import referring to this Guaranty, and each reference
in any other Loan Document to the "Guaranty," "thereunder," "thereof" or words
of like import referring to this Guaranty, shall mean and be a reference to this
Guaranty as supplemented by such Guaranty Supplement.

          10.06. Subordination. Each Guarantor hereby subordinates any and all
debts, liabilities and other obligations owed to such Guarantor by each other
Loan Party other than any existing Indebtedness indicated by an asterisk on
Schedule 7.03 (the "Subordinated

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Obligations") to the Guaranteed Obligations to the extent and in the manner
hereinafter set forth in this Section 10.06:

          (a)    Prohibited Payments, Etc. Except during the continuance of a
     Default (including the commencement and continuation of any proceeding
     under any Debtor Relief Law relating to any other Loan Party), each
     Guarantor may receive regularly scheduled payments from any other Loan
     Party on account of the Subordinated Obligations. After the occurrence and
     during the continuance of any Default (including the commencement and
     continuation of any proceeding under any Debtor Relief Law relating to any
     other Loan Party), however, unless the Required Lenders otherwise agree, no
     Guarantor shall demand, accept or take any action to collect any payment on
     account of the Subordinated Obligations.

          (b)    Prior Payment of Guaranteed Obligations. In any proceeding
     under any Debtor Relief Law relating to any other Loan Party, each
     Guarantor agrees that the Secured Parties shall be entitled to receive
     payment in full in cash of all Guaranteed Obligations (including all
     interest and expenses accruing after the commencement of a proceeding under
     any Debtor Relief Law, whether or not constituting an allowed claim in such
     proceeding ("Post-Petition Interest")) before such Guarantor receives
     payment of any Subordinated Obligations.

          (c)    Turn-Over. After the occurrence and during the continuance of
     any Default (including the commencement and continuation of any proceeding
     under any Debtor Relief Law relating to any other Loan Party), each
     Guarantor shall, if the Administrative Agents so request, collect, enforce
     and receive payments on account of the Subordinated Obligations as trustee
     for the Secured Parties and deliver such payments to the Administrative
     Agents on account of the Guaranteed Obligations (including all
     Post-Petition Interest), together with any necessary endorsements or other
     instruments of transfer, but without reducing or affecting in any manner
     the liability of such Guarantor under the other provisions of this
     Guaranty.

          (d)    Administrative Agents Authorization. After the occurrence and
     during the continuance of any Default (including the commencement and
     continuation of any proceeding under any Debtor Relief Law relating to any
     other Loan Party), the Administrative Agents are authorized and empowered
     (but without any obligation to so do), in its discretion, (i) in the name
     of each Guarantor, to collect and enforce, and to submit claims in respect
     of, Subordinated Obligations and to apply any amounts received thereon to
     the Guaranteed Obligations (including any and all Post-Petition Interest),
     and (ii) to require each Guarantor (A) to collect and enforce, and to
     submit claims in respect of, Subordinated Obligations and (B) to pay any
     amounts received on such obligations to the Administrative Agents for
     application to the Guaranteed Obligations (including any and all
     Post-Petition Interest).

          10.07. Continuing Guaranty; Assignments. This Guaranty is a continuing
guaranty and shall (a) remain in full force and effect until the latest of (i)
the payment in full in cash of the Guaranteed Obligations and all other amounts
payable under this Guaranty, (ii) the Maturity Date in respect of the Term B
Facility and (iii) the latest date of expiration or

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termination of all Letters of Credit, (b) be binding upon the Guarantor, its
successors and assigns and (c) inure to the benefit of and be enforceable by the
Secured Parties and their successors, transferees and assigns. Upon the
occurrence of the latest date specified in clause (a) above, the Guarantors
shall be released from other Obligations under the Loan Documents. Without
limiting the generality of clause (c) of the immediately preceding sentence, any
Secured Party may assign or otherwise transfer all or any portion of its rights
and obligations under this Agreement (including, without limitation, all or any
portion of its Commitments, the Advances owing to it and the Note or Notes held
by it) to any other Person, and such other Person shall thereupon become vested
with all the benefits in respect thereof granted to such Secured Party herein or
otherwise, in each case as and to the extent provided in this Section 10.07. No
Guarantor shall have the right to assign its rights hereunder or any interest
herein without the prior written consent of the Secured Parties.

          10.08. Subordination of Obligations and Exercise of Remedies to Black
Thunder Facility. All Obligations under this Guaranty and the other Loan
Documents of Dynegy Midwest Generation, Inc. and its Subsidiaries owing to the
Lenders and the exercise of remedies with respect to Dynegy Midwest Generation,
Inc. or any of its properties shall be subordinated to the obligations and
rights of Dynegy Midwest Generation, Inc. and such Subsidiaries owing to the
lenders under the Black Thunder Facility on the terms and conditions set forth
on Exhibit K.

                                   ARTICLE XI
                                  MISCELLANEOUS

          11.01. Amendments, Etc. No amendment or waiver of any provision of
this Agreement or any other Loan Document, and no consent to any departure by
the Borrower or any other Loan Party therefrom, shall be effective unless in
writing signed by the Required Lenders and the Borrower or the applicable Loan
Party, as the case may be, and acknowledged by each Administrative Agent that
Lenders constituting the Required Lenders have approved such amendment or
waiver, and each such waiver or consent shall be effective only in the specific
instance and for the specific purpose for which given; provided, however, that
no such amendment, waiver or consent shall:

          (a)    waive any condition set forth in Section 4.01(a), or, in the
     case of the initial Credit Extension, Section 4.02, without the written
     consent of each Lender;

          (b)    extend or increase the Commitment of any Lender (or reinstate
     any Commitment terminated pursuant to Section 8.02) without the written
     consent of such Lender (and, in the case of any increase in the aggregate
     amount of the Revolving Credit Commitments, the Reallocated Facility
     Commitments and/or the Term A Commitments in an amount (together with all
     prior increases in the Revolving Credit Commitments, the Reallocated
     Facility Commitments and the Term A Commitments greater than $200 million,
     the written consent of the Required Term B Lenders);

          (c)    postpone any date scheduled for any payment of principal or
     interest under Sections 2.07 or 2.08, or any date fixed by the Payment
     Agent for the payment of fees or other amounts due to the Lenders (or any
     of them) hereunder or under any other Loan Document without the written
     consent of each Lender directly affected thereby;

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          (d) reduce the principal of, or the rate of interest specified herein
     on, any Loan, Revolving L/C Borrowing or Reallocated L/C Borrowing, or any
     fees or other amounts payable hereunder or under any other Loan Document
     without the written consent of each Lender directly affected thereby;
     provided, however, that only the consent of the Required Lenders shall be
     necessary to change clause (c) of the definition of "Default Rate";

          (e) change the order of application of any reduction in the
     Commitments or any prepayment of Loans between the Facilities from the
     application thereof set forth in the applicable provisions of Section
     2.05(b) or 2.06(b), respectively, in any manner that materially and
     adversely affects the Lenders under such Facilities without the written
     consent of each such Lender directly adversely affected thereby;

          (f) change any provision of this Section 11.01 or the definition of
     "Pro Rata Share", "Required Lenders", "Required Reallocated Lenders",
     "Required Revolving Credit Lenders", "Required Term B Lenders", "Required
     Section 8.01 Lenders" or "Supermajority Lenders" or any other provision
     hereof specifying the number or percentage of Lenders required to amend,
     waive or otherwise modify any rights hereunder or make any determination or
     grant any consent hereunder, without the written consent of each Lender;

          (g) release all or substantially all of the Collateral in any
     transaction or series of related transactions, without the written consent
     of each Lender other than as permitted by the Loan Documents;

          (h) release all or substantially all of the value of the Guaranty,
     without the written consent of each Lender other than as permitted by the
     Loan Documents; or

          (i) change, amend or waive any provision of Section 7.06(c), without
     the written consent of the Supermajority Lenders; or

          (j) permit the incurrence of any priming Lien on any of the Collateral
     (other than as permitted by the Loan Documents on the date hereof) without
     the consent of the Supermajority Lenders;

          (k) change, amend or waive any provision of Section 8.04 without the
     consent of the Required Term B Lenders; or

          (l) impose any greater restriction on the ability of any Lender to
     assign any of its rights or obligations hereunder without the written
     consent of Lenders having more than 50% of the Aggregate Credit Exposures
     then in effect within each of the following classes of Commitments, Loans
     and other Credit Extensions: (i) the class consisting of the Reallocated
     Credit Commitment, the Term A Commitment and the Reallocated Facility
     combined on an aggregate basis, and (ii) the class consisting of the Term B
     Commitment. For purposes of this clause, the aggregate amount of each
     Lender's risk participation and funded participation in Revolving L/C
     Obligations and Reallocated L/C Obligations shall be deemed to be held by
     such Lender;

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and provided further that (i) no amendment, waiver or consent shall, unless in
writing and signed by the L/C Issuer in addition to the Lenders required above,
affect the rights or duties of the L/C Issuer under this Agreement or any Letter
of Credit Application relating to any Letter of Credit issued or to be issued by
it; (ii) no amendment, waiver or consent shall, unless in writing and signed by
an Agent in addition to the Lenders required above, affect the rights or duties
of, or any fees or other amounts payable to, such Agent under this Agreement or
any other Loan Document; and (iii) Section 11.07(h) may not be amended, waived
or otherwise modified without the consent of each Granting Lender all or any
part of whose Loans are being funded by an SPC at the time of such amendment,
waiver or other modification. Notwithstanding anything to the contrary herein,
no Defaulting Lender shall have any right to approve or disapprove any
amendment, waiver or consent hereunder, except that (A) no such amendment,
waiver or consent shall modify any provision of the Loan Documents (1) providing
for Lenders to receive pro rata payments, pro rata sharing or other pro rata
treatment or (2) in a manner that has a disproportionate effect on such Lender
in relation to other Lenders under the affected Facility and (B) the Commitment
of such Lender may not be increased or extended, in each case without the
consent of such Lender if the consent of such Lender is otherwise required under
the other provisions of this Section 11.01.

          11.02. Notices and Other Communications; Facsimile Copies.

          (a)    General. Unless otherwise expressly provided herein, all
notices and other communications provided for hereunder or any other Loan
Document shall be in writing (including by facsimile transmission). All such
written notices shall be mailed, faxed or delivered to the applicable address,
facsimile number or (subject to Section 11.02(c)) electronic mail address, and
all notices and other communications expressly permitted hereunder to be given
by telephone shall be made to the applicable telephone number, as follows:

          (i)    if to the Borrower, the Payment Agent, an Administrative Agent
     or the L/C Issuer, to the address, facsimile number, electronic mail
     address or telephone number specified for such Person on Schedule 11.02 or
     to such other address, facsimile number, electronic mail address or
     telephone number as shall be designated by such party in a notice to the
     other parties; and

          (ii)   if to any other Lender, to the address, facsimile number,
     electronic mail address or telephone number specified in its Administrative
     Questionnaire or to such other address, facsimile number, electronic mail
     address or telephone number as shall be designated by such party in a
     notice to the Borrower, the Administrative Agents and the L/C Issuer.

All such notices and other communications shall be deemed to be given or made
upon the earlier to occur of (i) actual receipt by the relevant party hereto and
(ii) (A) if delivered by hand or by courier, when signed for by or on behalf of
the relevant party hereto; (B) if delivered by mail, four Business Days after
deposit in the mails, postage prepaid; (C) if delivered by facsimile, when sent
and receipt has been confirmed by telephone; and (D) if delivered by electronic
mail (which form of delivery is subject to the provisions of Section 11.02(c)),
when delivered; provided, however, that notices and other communications to the
Administrative Agents and the L/C Issuer pursuant to Article II shall not be
effective until actually received by such Person. In

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no event shall a voicemail message be effective as a notice, communication or
confirmation hereunder.

          (b)    Effectiveness of Facsimile Documents and Signatures. Loan
Documents may be transmitted and/or signed by facsimile. The effectiveness of
any such documents and signatures shall, subject to applicable Law, have the
same force and effect as manually-signed originals and shall be binding on all
Loan Parties, the Agents and the Lenders. The Administrative Agents may also
require that any such documents and signatures be confirmed by a manually-signed
original thereof; provided, however, that the failure to request or deliver the
same shall not limit the effectiveness of any facsimile document or signature.

          (c)    Limited Use of Electronic Mail. Electronic mail and Internet
and intranet websites may be used only to distribute routine communications,
such as financial statements and other information as provided in Sections 6.01
and 6.02, and to distribute Loan Documents for execution by the parties thereto,
and may not be used for any other purpose.

          (d)    Reliance by Agents and Lenders. The Agents and the Lenders
shall be entitled to rely and act upon any notices (including telephonic
Committed Loan Notices) purportedly given by or on behalf of the Borrower even
if (i) such notices were not made in a manner specified herein, were incomplete
or were not preceded or followed by any other form of notice specified herein,
or (ii) the terms thereof, as understood by the recipient, varied from any
confirmation thereof. The Borrower shall indemnify each Agent-Related Person and
each Lender from all losses, costs, expenses and liabilities resulting from the
reliance by such Person on each notice purportedly given by or on behalf of the
Borrower. All telephonic notices to and other communications with any Agent may
be recorded by such Agent, and each of the parties hereto hereby consents to
such recording.

          11.03. No Waiver; Cumulative Remedies. No failure by any Lender or any
Agent to exercise, and no delay by any such Person in exercising, any right,
remedy, power or privilege hereunder or any other Loan Document shall operate as
a waiver thereof; nor shall any single or partial exercise of any right, remedy,
power or privilege hereunder preclude any other or further exercise thereof or
the exercise of any other right, remedy, power or privilege. The rights,
remedies, powers and privileges herein provided, and provided under each other
Loan Document, are cumulative and not exclusive of any rights, remedies, powers
and privileges provided by law.

          11.04. Costs and Expenses. The Borrower agrees (a) to pay or reimburse
each Agent and L/C Issuer for all reasonable costs and expenses incurred in
connection with the development, preparation, negotiation, syndication and
execution of this Agreement and the other Loan Documents, and any amendment,
waiver, consent or other modification of the provisions hereof and thereof
(whether or not the transactions contemplated hereby or thereby are
consummated), and the consummation and administration of the transactions
contemplated hereby and thereby, including all Attorney Costs, and other
professionals retained and (b) to pay or reimburse each Agent and each Lender
for all costs and expenses incurred in connection with the enforcement of any
rights or remedies under this Agreement or the other Loan Documents (including
all such costs and expenses incurred during any legal proceeding, including any
proceeding under any Debtor Relief Law), including all Attorney Costs. The
foregoing costs and

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expenses shall include all search, filing, recording, title insurance and
appraisal charges and fees and taxes related thereto, and other out-of-pocket
expenses incurred by any Agent and the cost of independent public accountants
and other outside experts retained by any Agent. All amounts due under this
Section 11.04 shall be payable within ten Business Days after demand therefor.
The agreements in this Section shall survive the termination of the Aggregate
Commitments and repayment of all other Obligations. If any Loan Party fails to
pay when due any costs, expenses or other amounts payable by it hereunder or
under any Loan Document, including, without limitation, Attorney Costs and
indemnities, such amount may be paid on behalf of such Loan Party by any Agent
or any Lender, in its sole discretion.

          11.05. Release and Indemnification by the Borrower and the Parent
Guarantor.

          (a)    Whether or not the transactions contemplated hereby are
consummated, the Borrower and the Parent Guarantor hereby, jointly and
severally, unconditionally release and forever discharge each Agent-Related
Person, each Lender and their respective Affiliates, successors, assigns,
agents, directors, officers, employees, accountants, consultants, contractors,
advisors and attorneys (collectively, the "Indemnitees") from all Claims and
jointly and severally agree to indemnify the Indemnitees, and hold them harmless
from any and all claims, losses, causes of action, costs and expenses of every
kind or character in connection with the Claims. As used in this Agreement, the
term "Claims" shall mean any and all possible claims, demands, actions, causes
of actions, costs, expenses and liabilities whatsoever, known or unknown, at law
or in equity, originating in whole or in part, which the Borrower or the Parent
Guarantor, or any of their agents, employees or affiliates may now or hereafter
have or claim against any of the Indemnitees and irrespective of whether any
such Claims arise out of contract, tort, strict liability, violation of Law or
otherwise in connection with any of the Loan Documents and regardless of whether
any Indemnitee is a party thereto, in all cases, whether or not caused by or
arising, in whole or in part, out of the negligence of the Indemnitee; provided
that such indemnity shall not, as to any Indemnitee, be available to the extent
that such liabilities, obligations, losses, damages, penalties, claims, demands,
actions, judgments, suits, costs, expenses or disbursements are determined by a
court of competent jurisdiction by final and nonappealable judgment to have
resulted from the gross negligence or willful misconduct of such Indemnitee. The
Borrower and the Parent Guarantor, jointly and severally, agree that none of the
Indemnitees have fiduciary or similar obligations to the Borrower or the Parent
Guarantor and that their relationships are strictly that of creditor and debtor.
This release is accepted by each Lender pursuant to this Agreement and shall not
be construed as an admission of liability by any Lender or any other Indemnitee.
No Indemnitee shall be liable for any damages arising from the use by others of
any information or other materials obtained through IntraLinks or other similar
information transmission systems in connection with this Agreement, nor shall
any Indemnitee have any liability for any indirect or consequential damages
relating to this Agreement or any other Loan Document or arising out of its
activities in connection herewith or therewith (whether before or after the
Closing Date). In the case of an investigation, litigation or other proceeding
to which the indemnity in this Section 11.05 applies, such indemnity shall be
effective whether or not such investigation, litigation or proceeding is brought
by any Loan Party, its directors, shareholders or creditors or an Indemnitee or
any other Person, whether or not any Indemnitee is otherwise a party thereto and
whether or not any of the transactions contemplated hereunder or under any of
the other Loan Documents is consummated. All amounts due under this Section
11.05 shall be payable within ten Business Days after demand

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therefor. The agreements in this Section shall survive the resignation of any
Agent, the replacement of any Lender, the termination of the Aggregate
Commitments and the repayment, satisfaction or discharge of all the other
Obligations.

          (b)    THE BORROWER AND EACH GUARANTOR ACKNOWLEDGES THAT THIS
AGREEMENT AND OTHER TRANSACTION DOCUMENTS CONTAIN PROVISIONS RELEASING EACH
INDEMNITEE FROM LIABILITY AND/OR INDEMNIFYING AND HOLDING HARMLESS EACH
INDEMNITEE FOR, AMONG OTHER THINGS, INDEMNITEE'S OWN NEGLIGENCE. EACH OF THE
BORROWER AND THE PARENT GUARANTOR AGREES THAT THE RELEASE AND/OR INDEMNITY
PROVISIONS CONTAINED IN THESE DOCUMENTS ARE CAPTIONED TO CLEARLY IDENTIFY THE
RELEASE AND/OR INDEMNITY PROVISIONS AND, THEREFORE, ARE SO CONSPICUOUS THAT EACH
OF THE BORROWER AND THE PARENT GUARANTOR HAS FAIR NOTICE OF THE EXISTENCE AND
CONTENTS OF SUCH PROVISIONS. EACH OF THE BORROWER AND THE PARENT GUARANTOR
HEREBY WAIVES ANY DEFENSES IT MIGHT ASSERT AGAINST EACH INDEMNITEE BASED ON THE
HOLDING OF THE TEXAS SUPREME COURT IN ETHYL CORP. v. DANIEL CONST. CO., 725
S.W.2d 705 (Tex. 1987), PAGE PETROLEUM, INC., et al. V. DRESSER INDUSTRIES,
INC., et al., 853 S.W.2d 505 (Tex. 1993), AND QUORUM HEALTH RESOURCES, L.L.C. v.
MAVERICK COUNTY HOSPITAL DISTRICT et al., 308 F.3rd 451 (5th Cir. 2002) AND ANY
RELATED CASE LAW HOLDINGS.

          11.06. Payments Set Aside. To the extent that any payment by or on
behalf of any Loan Party is made to any Agent or any Lender, or any Agent or any
Lender exercises its right of setoff, and such payment or the proceeds of such
setoff or any part thereof is subsequently invalidated, declared to be
fraudulent or preferential, set aside or required (including pursuant to any
settlement entered into by such Agent or such Lender in its discretion) to be
repaid to a trustee, receiver or any other party, in connection with any
proceeding under any Debtor Relief Law or otherwise, then to the extent
permitted by Law (a) to the extent of such recovery, the obligation or part
thereof originally intended to be satisfied shall be revived and continued in
full force and effect as if such payment had not been made or such setoff had
not occurred, and (b) each Lender severally agrees to pay to the Administrative
Agents upon demand its applicable share of any amount so recovered from or
repaid by any Agent, plus interest thereon from the date of such demand to the
date such payment is made at a rate per annum equal to the Federal Funds Rate
from time to time in effect.

          11.07. Successors and Assigns.

          (a)    The provisions of this Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective successors and
assigns permitted hereby, except that the Borrower may not assign or otherwise
transfer any of its rights or obligations hereunder without the prior written
consent of each Lender and no Lender may assign or otherwise transfer any of its
rights or obligations hereunder except (i) to an Eligible Assignee in accordance
with the provisions of Section 11.07(b), (ii) by way of participation in
accordance with the provisions of Section 11.07(d), (iii) by way of pledge or
assignment of a security interest subject to the restrictions of Section
11.07(f) or (i), or (iv) to an SPC in accordance with the provisions of

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Section 11.07(h) (and any other attempted assignment or transfer by any party
hereto shall be null and void). Nothing in this Agreement, expressed or implied,
shall be construed to confer upon any Person (other than the parties hereto,
their respective successors and assigns permitted hereby, Participants to the
extent provided in subsection (d) of this Section and, to the extent expressly
contemplated hereby, the Indemnitees) any legal or equitable right, remedy or
claim under or by reason of this Agreement.

          (b)    Any Lender may at any time assign to one or more Eligible
Assignees all or a portion of its rights and obligations under this Agreement
(including all or a portion of its Commitment and the Loans (including for
purposes of this Section 11.07(b), participations in Revolving L/C Obligations
and Reallocated L/C Obligations) at the time owing to it); provided that (i)
except in the case of an assignment of the entire remaining amount of the
assigning Lender's Commitment and the Loans at the time owing to it or in the
case of an assignment to a Lender or an Affiliate of a Lender, the aggregate
amount of the Commitment (which for this purpose includes Loans outstanding
thereunder) or, if the applicable Commitment is not then in effect, the
principal outstanding balance of the Loan of the assigning Lender subject to
each such assignment, determined as of the date the Assignment and Assumption
with respect to such assignment is delivered to the Administrative Agents or, if
"Trade Date" is specified in the Assignment and Assumption, as of the Trade
Date, shall not be less than $5,000,000 and increments of $1,000,000 in excess
thereof, unless each of the Administrative Agents and, so long as no Event of
Default has occurred and is continuing, the Borrower otherwise consents (each
such consent not to be unreasonably withheld or delayed); (ii) 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 with respect to
the Loans or the Commitment assigned, except that this clause (ii) shall not
prohibit any Lender from assigning all or a portion of its rights and
obligations among separate Facilities on a non-pro rata basis; and (iii) the
parties to each assignment shall execute and deliver to the Payment Agent an
Assignment and Assumption, together with a processing and recordation fee of
$3,500. Subject to acceptance and recording thereof by the Payment Agent
pursuant to Section 11.07(c), from and after the effective date specified in
each Assignment and Assumption, the Eligible Assignee thereunder shall be a
party to this Agreement and, to the extent of the interest assigned by such
Assignment and Assumption, have the rights and obligations of a Lender under
this Agreement, and the assigning Lender thereunder shall, to the extent of the
interest assigned by such Assignment and Assumption, be released from its
obligations under this Agreement (other than delinquent obligations to the L/C
Issuer) (and, in the case of an Assignment and Assumption covering all of the
assigning Lender's rights and obligations under this Agreement, such Lender
shall cease to be a party hereto but shall continue to be entitled to the
benefits of Sections 3.01, 3.04, 3.05, 11.04 and 11.05 with respect to facts and
circumstances occurring prior to the effective date of such assignment). Upon
request, the Borrower (at its expense) shall execute and deliver a Note to the
assignee Lender. Any assignment or transfer by a Lender of rights or obligations
under this Agreement that does not comply with this subsection 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 11.07(d).

          (c)    The Payment Agents, acting solely for this purpose as an agent
of the Borrower, shall maintain at the Payment Agent's Office a copy of each
Assignment and Assumption delivered to it and a register for the recordation of
the names and addresses of the

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Lenders, and the Commitments of, and principal amounts of the Loans, the
Revolving L/C Obligations and the Reallocated L/C Obligations owing to, each
Lender pursuant to the terms hereof from time to time (the "Register"). The
entries in the Register shall be conclusive, and the Borrower, the Agents and
the Lenders may treat each Person whose name is recorded in the Register
pursuant to the terms hereof as a Lender hereunder for all purposes of this
Agreement, notwithstanding notice to the contrary. The Register shall be
available for inspection by the Borrower, any Agent and any Lender, at any
reasonable time and from time to time upon reasonable prior notice.

          (d)    Any Lender may at any time, without the consent of, or notice
to, the Borrower or the Administrative Agents, sell participations to any Person
(other than a natural person or the Borrower or any of the Borrower's Affiliates
or Subsidiaries) (each, a "Participant") in all or a portion of such Lender's
rights and/or obligations under this Agreement (including all or a portion of
its Commitment and/or the Loans (including such Lender's participations in
Revolving L/C Obligations and/or Reallocated L/C Obligations) owing to it);
provided that (i) such Lender's obligations under this Agreement shall remain
unchanged, (ii) such Lender shall remain solely responsible to the other parties
hereto for the performance of such obligations and (iii) the Borrower, the
Agents and the other Lenders shall continue to deal solely and directly with
such Lender in connection with such Lender's rights and obligations under this
Agreement. Any agreement or instrument pursuant to which a Lender sells such a
participation shall provide that such Lender shall retain the sole right to
enforce this Agreement and to approve any amendment, modification or waiver of
any provision of this Agreement; provided that such agreement or instrument may
provide that such Lender will not, without the consent of the Participant, agree
to any amendment, waiver or other modification described in the first proviso to
Section 11.01 that directly affects such Participant. Subject to Section
11.07(e), the Borrower agrees that each Participant shall be entitled to the
benefits of Sections 3.01, 3.04 and 3.05 to the same extent as if it were a
Lender and had acquired its interest by assignment pursuant to Section 11.07(b).
To the extent permitted by law, each Participant also shall be entitled to the
benefits of Section 11.09 as though it were a Lender, provided such Participant
agrees to be subject to Section 2.13 as though it were a Lender.

          (e)    A Participant shall not be entitled to receive any greater
payment under Section 3.01 or 3.04 than the applicable Lender would have been
entitled to receive with respect to the participation sold to such Participant,
unless the sale of the participation to such Participant is made with the
Borrower's prior written consent. A Participant that would be a Foreign Lender
if it were a Lender shall not be entitled to the benefits of Section 3.01 unless
the Borrower is notified of the participation sold to such Participant and such
Participant agrees, for the benefit of the Borrower, to comply with Section
11.15 as though it were a Lender.

          (f)    Any Lender may at any time pledge or assign a security interest
in all or any portion of its rights under this Agreement (including under its
Note, if any) to secure obligations of such Lender, including any pledge or
assignment to secure obligations to a Federal Reserve Bank; provided that no
such pledge or assignment shall release such Lender from any of its obligations
hereunder or substitute any such pledgee or assignee for such Lender as a party
hereto.

          (g)    As used herein, the following terms have the following
meanings:

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          "Eligible Assignee" means (a) a Lender; (b) a commercial bank
     organized under the laws of the United States, or any State thereof, and
     having a combined capital and surplus of at least $500,000,000; (c) a
     savings and loan association or savings bank organized under the laws of
     the United States, or any State thereof, and having a combined capital and
     surplus of at least $250,000,000; (d) a commercial bank organized under the
     laws of any other country that is a member of the OECD or has concluded
     special lending arrangements with the International Monetary Fund
     associated with its General Arrangements to Borrow, or a political
     subdivision of any such country, and having a combined capital and surplus
     of at least $500,000,000 so long as such bank is acting through a branch or
     agency located in the United States; (e) the central bank of any country
     which is a member of the OECD; (f) a finance company, insurance company,
     investment bank or other financial institution or Fund (whether a
     corporation, partnership, trust or other entity) that is engaged in making,
     purchasing or otherwise investing in commercial loans in the ordinary
     course of its business and having a combined capital and surplus of at
     least $500,000,000; and (g) any other Person (other than a natural person)
     approved by (i) the Administrative Agents, (ii) in the case of any
     assignment of a Revolving Credit Commitment or a Reallocated Commitment,
     the L/C Issuer, and (iii) unless an Event of Default has occurred and is
     continuing, the Borrower (each such approval not to be unreasonably
     withheld or delayed); provided that notwithstanding the foregoing,
     "Eligible Assignee" shall (1) include, in the case of any assignment in
     respect of the Term A Facility or the Term B Facility, any Affiliate of a
     Lender and (2) not include (x) the Borrower or any of the Borrower's
     Affiliates or Subsidiaries and (y) in the case of any assignment of a
     Revolving Credit Commitment or a Reallocated Commitment, any such Person
     described in the case of clauses (b) through (f) not approved by the
     Payment Agent (such approval not to be unreasonably withheld) and the L/C
     Issuer.

          (h)    Notwithstanding anything to the contrary contained herein, any
Lender (a "Granting Lender") may grant to a special purpose funding vehicle
identified as such in writing from time to time by the Granting Lender to the
Payment Agent and the Borrower (an "SPC") the option to provide all or any part
of any Loan that such Granting Lender would otherwise be obligated to make
pursuant to this Agreement; provided that (i) nothing herein shall constitute a
commitment by any SPC to fund any Loan, and (ii) if an SPC elects not to
exercise such option or otherwise fails to make all or any part of such Loan,
the Granting Lender shall be obligated to make such Loan pursuant to the terms
hereof. Each party hereto hereby agrees that (i) neither the grant to any SPC
nor the exercise by any SPC of such option shall increase the costs or expenses
or otherwise increase or change the obligations of the Borrower under this
Agreement (including its obligations under Section 3.04), (ii) no SPC shall be
liable for any indemnity or similar payment obligation under this Agreement for
which a Lender would be liable, and (iii) the Granting Lender shall for all
purposes, including the approval of any amendment, waiver or other modification
of any provision of any Loan Document, remain the lender of record hereunder.
The making of a Loan by an SPC hereunder shall utilize the Commitment of the
Granting Lender to the same extent, and as if, such Loan were made by such
Granting Lender. In furtherance of the foregoing, each party hereto hereby
agrees (which agreement shall survive the termination of this Agreement) that,
prior to the date that is one year and one day after the payment in full of all
outstanding commercial paper or other senior debt of any SPC, it will not
institute against, or join any other Person in instituting against, such SPC any
bankruptcy,

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reorganization, arrangement, insolvency, or liquidation proceeding under the
laws of the United States or any State thereof. Notwithstanding anything to the
contrary contained herein, any SPC may (i) with notice to, but without prior
consent of the Borrower and the Payment Agent and with the payment of a
processing fee of $3500, assign all or any portion of its right to receive
payment with respect to any Loan to the Granting Lender and (ii) disclose on a
confidential basis any non-public information relating to its funding of Loans
to any rating agency, commercial paper dealer or provider of any surety or
Guarantee or credit or liquidity enhancement to such SPC.

          (i)    Notwithstanding anything to the contrary contained herein, any
Lender that is a Fund may create a security interest in all or any portion of
the Loans owing to it and the Note, if any, held by it to the trustee for
holders of obligations owed, or securities issued, by such Fund as security for
such obligations or securities, provided that unless and until such trustee
actually becomes a Lender in compliance with the other provisions of this
Section 11.07, (i) no such pledge shall release the pledging Lender from any of
its obligations under the Loan Documents and (ii) such trustee shall not be
entitled to exercise any of the rights of a Lender under the Loan Documents even
though such trustee may have acquired ownership rights with respect to the
pledged interest through foreclosure or otherwise.

          (j)    Notwithstanding anything to the contrary contained herein, if
at any time Bank One assigns all of its Commitments and Loans pursuant to
Section 11.07(b), Bank One may, upon 30 days' notice to the Borrower and the
Lenders, resign as L/C Issuer. In the event of any such resignation as L/C
Issuer, the Borrower shall be entitled to appoint from among the Lenders a
successor L/C Issuer hereunder; provided, however, that no failure by the
Borrower to appoint any such successor shall affect the resignation of Bank One
as L/C Issuer. If Bank One resigns as L/C Issuer, it shall retain all the rights
and obligations of the L/C Issuer hereunder with respect to all Letters of
Credit outstanding as of the effective date of its resignation as L/C Issuer and
all Revolving L/C Obligations and all Reallocated L/C Obligations with respect
thereto (including the right to require the Lenders to make Base Rate Loans or
fund risk participations in Unreimbursed Revolving Amounts pursuant to Section
2.03(c) or Unreimbursed Reallocated Amounts pursuant to Section 2.04(c)).

          11.08. Confidentiality.

          (a)    The Borrower, the Lenders and the Agents hereby agree that each
of the Loan Parties, the Lenders and the Agents (and each of their respective,
and their respective affiliates', employees, officers, directors, agents,
accountants, attorneys and other advisors) is, and has been from the
commencement of discussions with respect to the Facilities, permitted to
disclose to any and all Persons, without limitation of any kind, the "structure"
and "tax" "aspects" (as such terms are used in Code Sections 6011, 6111 and 6112
and the regulations promulgated thereunder) of the Facilities, and all materials
of any kind (including opinions or other tax analyses) that are or have been
provided to the Loan Parties, such Lender or the Agents related to such
structure and tax aspects. In this regard, each of the Loan Parties, the Lenders
and the Agents acknowledges and agrees that its disclosure of the structure or
tax aspects of the Facilities is not limited in any way by an express or implied
understanding or agreement, oral or written (whether or not such understanding
or agreement is legally binding). Furthermore, each of the Loan Parties, the
Lenders and the Agents acknowledges and agrees that it does not know

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or have reason to know that its use or disclosure of information relating to the
structure or tax aspects of the Facilities is limited in any other manner (such
as where the Facilities are claimed to be proprietary or exclusive) for the
benefit of any other Person. Each of the Loan Parties, the Lenders and the
Agents acknowledge and agree that the Facilities are not intended to be a
"confidential transaction" under such Code sections and regulations. To the
extent that disclosure of the structure or tax aspects of the Facilities by the
Loan Parties, the Agents or the Lenders is limited by any existing agreement
between a Loan Party and the Agents or the Lenders, such limitation is agreed to
be void ab initio and such agreement is hereby amended to permit disclosure of
the structure and tax aspects of the Facilities as provided in this paragraph
(a).

          (b)    Subject to paragraph (a) of this Section 11.08, neither any
Agent nor any Lender may disclose to any Person any confidential, proprietary or
non-public information of the Parent Guarantor and its Subsidiaries furnished to
the Agents or the Lenders by any Loan Party (such information being referred to
collectively herein as the "Parent Information"), except that each of the Agents
and each of the Lenders may disclose Parent Information (i) to its and its
affiliates' employees, officers, directors, agents and other advisors, including
accountants and legal counsel (it being understood that the Persons to whom such
disclosure is made will be informed of the confidential nature of such Parent
Information and instructed to keep such Information confidential on
substantially the same terms as provided herein), (ii) to the extent requested
by any regulatory authority, (iii) to the extent required by applicable laws or
regulations or by any judicial order, subpoena or similar legal process or
requested by any regulatory body with jurisdiction over any of the Agents or
Lenders or their affiliates, employees, officers, directors, agents,
accountants, attorneys and other advisors, (iv) to any other party to this
Agreement, (v) in connection with the exercise of any remedies hereunder or
under any other Loan Document or any suit, action or proceeding relating to this
Agreement or any other Loan Document or the enforcement of rights hereunder or
thereunder, (vi) subject to an agreement containing provisions substantially the
same as those of this Section 11.08, to any assignee of or participant in, or
any prospective assignee of or participant in, any of its rights or obligations
under this Agreement, (vii) to the extent such Parent Information (A) is or
becomes generally available to the public on a non-confidential basis other than
as a result of a breach of this Section 11.08 by such Agent or such Lender, or
(B) is or becomes available to such Agent or such Lender on a nonconfidential
basis from a source other than a Loan Party and (viii) with the consent of the
Borrower.

          11.09. Setoff. In addition to any rights and remedies of the Lenders
provided by law, upon the occurrence and during the continuance of any Event of
Default, each Lender and each of their respective Affiliates is authorized at
any time and from time to time, with prior notice to the Borrower or any other
Loan Party, to set off and apply any and all deposits (general or special, time
or demand, provisional or final) at any time held by, and other Indebtedness at
any time owing by, such Lender to or for the credit or the account of the
respective Loan Parties against any and all Obligations owing to such Lender
hereunder or under any other Loan Document, now or hereafter existing,
irrespective of whether or not such Agent or such Lender shall have made demand
under this Agreement or any other Loan Document and although such Obligations
may be contingent or unmatured or denominated in a currency different from that
of the applicable deposit or Indebtedness. Each Lender agrees promptly to notify
the Borrower, the Payment Agent and the Administrative Agents after any such
set-off and application made by

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such Lender; provided, however, that the failure to give such notice shall not
affect the validity of such setoff and application. The rights of the Payment
Agent, the Administrative Agents and each Lender and their respective Affiliates
under this Section are in addition to other rights and remedies (including,
without limitation, other rights of setoff) that the Payment Agent, the
Administrative Agents, such Lender and their respective Affiliates may have.

          11.10. Interest Rate Limitation. Notwithstanding anything to the
contrary contained in any Loan Document, the interest paid or agreed to be paid
under the Loan Documents shall not exceed the maximum rate of non-usurious
interest permitted by applicable Law (the "Maximum Rate"). If any Agent or any
Lender shall receive interest in an amount that exceeds the Maximum Rate, the
excess interest shall be applied to the principal of the Loans or, if it exceeds
such unpaid principal, refunded to the Borrower. In determining whether the
interest contracted for, charged, or received by an Agent or a Lender exceeds
the Maximum Rate, such Person may, to the extent permitted by applicable Law,
(a) characterize any payment that is not principal as an expense, fee, or
premium rather than interest, (b) exclude voluntary prepayments and the effects
thereof, and (c) amortize, prorate, allocate, and spread in equal or unequal
parts the total amount of interest throughout the contemplated term of the
Obligations hereunder.

          11.11. Counterparts. This Agreement and each other Loan Document may
be executed in one or more counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same
instrument. Delivery by telecopier of an executed counterpart of a signature
page to this Agreement and each other Loan Document shall be effective as
delivery of an original executed counterpart of this Agreement and such other
Loan Document. The Agents may also require that any such documents and
signatures delivered by telecopier be confirmed by a manually-signed original
thereof; provided that the failure to request or deliver the same shall not
limit the effectiveness of any document or signature delivered by telecopier.

          11.12. Integration. This Agreement, together with the other Loan
Documents, comprises the complete and integrated agreement of the parties on the
subject matter hereof and thereof and supersedes all prior agreements, written
or oral, on such subject matter. In the event of any conflict between the
provisions of this Agreement and those of any other Loan Document, the
provisions of this Agreement shall control; provided that the inclusion of
supplemental rights or remedies in favor of the Agents or the Lenders in any
other Loan Document shall not be deemed a conflict with this Agreement. Each
Loan Document was drafted with the joint participation of the respective parties
thereto and shall be construed neither against nor in favor of any party, but
rather in accordance with the fair meaning thereof.

          11.13. Survival of Representations and Warranties. All representations
and warranties made hereunder and in any other Loan Document or other document
delivered pursuant hereto or thereto or in connection herewith or therewith
shall survive the execution and delivery hereof and thereof. Such
representations and warranties have been or will be relied upon by each Agent
and each Lender, regardless of any investigation made by any Agent or any Lender
or on their behalf and notwithstanding that any Agent or any Lender may have had
notice or knowledge of any Default at the time of any Credit Extension, and
shall continue in full force

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and effect as long as any Loan or any other Obligation hereunder shall remain
unpaid or unsatisfied or any Letter of Credit shall remain outstanding.

          11.14. Severability. If any provision of this Agreement or the other
Loan Documents is held to be illegal, invalid or unenforceable, (a) the
legality, validity and enforceability of the remaining provisions of this
Agreement and the other Loan Documents shall not be affected or impaired thereby
and (b) the parties shall endeavor in good faith negotiations to replace the
illegal, invalid or unenforceable provisions with valid provisions the economic
effect of which comes as close as possible to that of the illegal, invalid or
unenforceable provisions. The invalidity of a provision in a particular
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.

          11.15. Tax Forms.

          (a)    (i) Each Lender that is not a "United States person" within the
meaning of Section 7701(a)(30) of the Code (a "Foreign Lender") shall deliver to
the Payment Agent, prior to receipt of any payment subject to withholding under
the Code (or upon accepting an assignment of an interest herein), two duly
signed completed copies of either IRS Form W-8BEN or any successor thereto
(relating to such Foreign Lender and entitling it to an exemption from, or
reduction of, withholding tax on all payments to be made to such Foreign Lender
by the Borrower pursuant to this Agreement) or IRS Form W-8ECI or any successor
thereto (relating to all payments to be made to such Foreign Lender by the
Borrower pursuant to this Agreement) or such other evidence satisfactory to the
Borrower and the Payment Agent that such Foreign Lender is entitled to an
exemption from, or reduction of, U.S. withholding tax, including any exemption
pursuant to Section 881(c) of the Code, and in the case of a Foreign Lender
claiming such an exemption under Section 881(c) of the Code, a certificate that
establishes in writing to the Administrative Agent that such Foreign Lender is
not (i) a "bank" as defined in Section 881(c)(3)(A) of the Code, (ii) a
10-percent shareholder within the meaning of Section 871(h)(3)(B) of the Code,
and (iii) a controlled foreign corporation related to the Borrower within the
meaning of Section 864(d) of the Code. Thereafter and from time to time, each
such Foreign Lender shall (A) promptly submit to the Payment Agent such
additional duly completed and signed copies of one of such forms (or such
successor forms as shall be adopted from time to time by the relevant United
States taxing authorities) as may then be available under then current United
States laws and regulations to avoid, or such evidence as is satisfactory to the
Borrower and the Payment Agent of any available exemption from or reduction of,
United States withholding taxes in respect of all payments to be made to such
Foreign Lender by the Borrower pursuant to this Agreement, (B) promptly notify
the Payment Agent of any change in circumstances which would modify or render
invalid any claimed exemption or reduction, and (C) take such steps as shall not
be materially disadvantageous to it, in the reasonable judgment of such Lender,
and as may be reasonably necessary (including the re-designation of its Lending
Office) to avoid any requirement of applicable Laws that the Borrower make any
deduction or withholding for taxes from amounts payable to such Foreign Lender.

          (ii)   Each Foreign Lender, to the extent it does not act or ceases to
act for its own account with respect to any portion of any sums paid or payable
to such Lender under any of the Loan Documents (for example, in the case of a
typical participation by such Lender), shall deliver to the Payment Agent on the
date when such Foreign Lender ceases to act for its own

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account with respect to any portion of any such sums paid or payable, and at
such other times as may be necessary in the determination of the Payment Agent
(in the reasonable exercise of its discretion), (A) two duly signed completed
copies of the forms or statements required to be provided by such Lender as set
forth above, to establish the portion of any such sums paid or payable with
respect to which such Lender acts for its own account that is not subject to
U.S. withholding tax, and (B) two duly signed completed copies of IRS Form
W-8IMY (or any successor thereto), together with any information such Lender
chooses to transmit with such form, and any other certificate or statement of
exemption required under the Code, to establish that such Lender is not acting
for its own account with respect to a portion of any such sums payable to such
Lender.

          (iii)  The Borrower shall not be required to pay any additional amount
to any Foreign Lender under Section 3.01 (A) with respect to any Taxes required
to be deducted or withheld on the basis of the information, certificates or
statements of exemption such Lender transmits with an IRS Form W-8IMY pursuant
to this Section 11.15(a) or (B) if such Lender shall have failed to satisfy the
foregoing provisions of this Section 11.15(a); provided that if such Lender
shall have satisfied the requirement of this Section 11.15(a) on the date such
Lender became a Lender or ceased to act for its own account with respect to any
payment under any of the Loan Documents, nothing in this Section 11.15(a) shall
relieve the Borrower of its obligation to pay any amounts pursuant to Section
3.01 in the event that, as a result of any change in any applicable Law, treaty
or governmental rule, regulation or order, or any change in the interpretation,
administration or application thereof, such Lender is no longer properly
entitled to deliver forms, certificates or other evidence at a subsequent date
establishing the fact that such Lender or other Person for the account of which
such Lender receives any sums payable under any of the Loan Documents is not
subject to withholding or is subject to withholding at a reduced rate.

          (iv)   The Payment Agent may, without reduction, withhold any Taxes
required to be deducted and withheld from any payment under any of the Loan
Documents with respect to which the Borrower is not required to pay additional
amounts under this Section 11.15(a).

          (b)    Upon the request of the Payment Agent, each Lender that is a
"United States person" within the meaning of Section 7701(a)(30) of the Code
shall deliver to the Payment Agent two duly signed completed copies of IRS Form
W-9. If such Lender fails to deliver such forms, then the Payment Agent may
withhold from any interest payment to such Lender an amount equivalent to the
applicable back-up withholding tax imposed by the Code, without reduction.

          (c)    If any Governmental Authority asserts that the Payment Agent
did not properly withhold or backup withhold, as the case may be, any tax or
other amount from payments made to or for the account of any Lender, such Lender
shall indemnify the Payment Agent therefor, including all penalties and
interest, any taxes imposed by any jurisdiction on the amounts payable to the
Payment Agent under this Section 11.15, and costs and expenses (including
Attorney Costs) of the Payment Agent. The obligation of the Lenders under this
Section 11.15 shall survive the termination of the Aggregate Commitments,
repayment of all other Obligations hereunder and the resignation of the Payment
Agent.

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          11.16. Governing Law.

          (a)    THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

          (b)    ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT
OR ANY OTHER LOAN DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK
SITTING IN NEW YORK CITY OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF
SUCH STATE, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, THE BORROWER, EACH
AGENT AND EACH LENDER CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO
THE NON-EXCLUSIVE JURISDICTION OF THOSE COURTS. THE BORROWER, EACH AGENT AND
EACH LENDER IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY
OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE
GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE
BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF ANY LOAN
DOCUMENT OR OTHER DOCUMENT RELATED THERETO. THE BORROWER, EACH AGENT AND EACH
LENDER WAIVES PERSONAL SERVICE OF ANY SUMMONS, COMPLAINT OR OTHER PROCESS, WHICH
MAY BE MADE BY ANY OTHER MEANS PERMITTED BY THE LAW OF SUCH STATE.

          11.17. Waiver of Right to Trial by Jury. EACH PARTY TO THIS AGREEMENT
HEREBY KNOWINGLY, INTENTIONALLY AND VOLUNTARILY EXPRESSLY WAIVES ANY RIGHT TO
TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER ANY
LOAN DOCUMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE
DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO ANY LOAN DOCUMENT,
OR THE TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOW EXISTING OR
HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE; AND
EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR
CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY
PARTY TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS
SECTION 11.17 WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE
SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

          11.18. Binding Effect. This Agreement shall become effective when it
shall have been executed by the Borrower and each Guarantor and each
Administrative Agent shall have been notified by each Lender and the L/C Issuer
that each such Lender or the L/C Issuer, as the case may be, has executed it and
thereafter shall be binding upon and inure to the benefit of the Borrower, and
each Guarantor, each Agent and each Lender and their respective successors and
assigns, except that the Borrower shall not have the right to assign its rights
hereunder or any interest herein without the prior written consent of the
Lenders. Each Lender who is also a "lender" or similar party of interest under
the Alpha Facility, the CoGen Facility or the Riverside Facility confirms that
by executing this Agreement it authorizes the agent under the Alpha

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Facility, the CoGen Facility and the Riverside Facility, as the case may be, to
execute the Collateral Trust Agreement in its capacity as agent.

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          IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed as of the date first above written.

                                   DYNEGY INC.

                                   By: /s/ Charles C. Cook
                                       ----------------------------------------
                                   Name: Charles C. Cook
                                   Title: Vice President


                                   DYNEGY HOLDINGS INC.

                                   By: /s/ Robert T. Ray
                                      -----------------------------------------
                                   Name: Robert T. Ray
                                   Title: Sr. Vice President-Treasurer

                             [SUBSIDIARY GUARANTORS]

<PAGE>

                                 BANK OF AMERICA, N.A., as
                                 Administrative Agent and Lender

                                 By: /s/ Clara Yang Strand
                                     ----------------------------------------
                                 Name: Clara Yang Strand
                                 Title: Managing Director


                                 CITIBANK, N.A., as
                                 Administrative Agent, Payment Agent and Lender

                                 By: /s/ Susan McManigal
                                     ----------------------------------------
                                 Name: Susan McManigal
                                 Title: Senior Vice President

                                 BANK ONE, NA (main office Chicago), as
                                 L/C Issuer and Lender

                                 By: /s/ Richard P. Broussard
                                     ----------------------------------------
                                 Name: Richard P. Broussard
                                 Title: First Vice President

                                 [OTHER LENDERS]