Exhibit 4.20


 




 





 


AMEREN CORPORATION,


 












 


as Collateral Agent, Custodial Agent

and Securities Intermediary


 


AND


 












 


as Purchase Contract Agent


 


PLEDGE AGREEMENT


 


DATED AS OF
                 


 




 





 

















 


TABLE
OF CONTENTS


 


	
   

  	
  Page

  
	
   

  
	
  ARTICLE I. DEFINITIONS

  
	
   

  	
   

  
	
  SECTION
  1.1

  	
  Definitions

  	
  2

  
	
   

  	
   

  
	
  ARTICLE
  II. PLEDGE; CONTROL AND PERFECTION

  
	
   

  	
   

  
	
  SECTION
  2.1

  	
  The
  Pledge

  	
  4

  
	
  SECTION 2.2

  	
  Control and
  Perfection

  	
  5

  
	
   

  	
   

  
	
  ARTICLE III.
  PAYMENTS ON COLLATERAL

  
	
   

  	
   

  
	
  SECTION
  3.1

  	
  Payments

  	
  7

  
	
  SECTION 3.2

  	
  Application of
  Payments

  	
  8

  
	
   

  	
   

  
	
  ARTICLE IV. SUBSTITUTION, RELEASE, REPLEDGE
  AND SETTLEMENT OF NOTES

  
	
   

  	
   

  
	
  SECTION
  4.1

  	
  Collateral
  Substitution and the Creation of Stripped Units

  	
  8

  
	
  SECTION
  4.2

  	
  Collateral
  Substitution and the Re-Creation of Normal Units

  	
  9

  
	
  SECTION 4.3

  	
  Termination Event

  	
  10

  
	
  SECTION
  4.4

  	
  Early
  Settlement; Merger Early Settlement; Cash Settlement

  	
  11

  
	
  SECTION
  4.5

  	
  Remarketing;
  Application of Proceeds; Settlement

  	
  11

  
	
   

  	
   

  
	
  ARTICLE V. VOTING
  RIGHTS — NOTES

  
	
   

  	
   

  
	
  SECTION
  5.1

  	
  Exercise
  by Purchase Contract Agent

  	
  13

  
	
   

  	
   

  
	
  ARTICLE
  VI. RIGHTS AND REMEDIES; TAX EVENT REDEMPTION

  
	
   

  	
   

  
	
  SECTION
  6.1

  	
  Rights
  and Remedies of the Collateral Agent

  	
  14

  
	
  SECTION 6.2

  	
  Substitutions

  	
  15

  
	
  SECTION 6.3

  	
  Tax Event Redemption

  	
  15

  
	
   

  	
   

  
	
  ARTICLE
  VII. REPRESENTATIONS AND WARRANTIES; COVENANTS

  
	
   

  	
   

  
	
  SECTION 7.1

  	
  Representations
  and Warranties

  	
  15

  
	
  SECTION
  7.2

  	
  Covenants

  	
  16

  
	
   

  	
   

  
	
  ARTICLE VIII. THE
  COLLATERAL AGENT

  
	
   

  	
   

  
	
  SECTION 8.1

  	
  Appointment, Powers and
  Immunities

  	
  16

  
	
  SECTION 8.2

  	
  Instructions of
  the Company

  	
  18

  
	
  SECTION
  8.3

  	
  Reliance

  	
  18

  
	
  SECTION 8.4

  	
  Rights in Other
  Capacities

  	
  18

  
	
  SECTION
  8.5

  	
  Non-Reliance
  on Collateral Agent

  	
  19

  



 


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  SECTION 8.6

  	
  Compensation
  and Indemnity

  	
  19

  
	
  SECTION 8.7

  	
  Failure to Act

  	
  19

  
	
  SECTION
  8.8

  	
  Resignation

  	
  20

  
	
  SECTION
  8.9

  	
  Right to
  Appoint Agent or Advisor

  	
  21

  
	
  SECTION
  8.10

  	
  Survival

  	
  21

  
	
  SECTION 8.11

  	
  Exculpation

  	
  21

  
	
   

  	
   

  
	
  ARTICLE IX. AMENDMENT

  
	
   

  	
   

  
	
  SECTION
  9.1

  	
  Amendment
  Without Consent of Holders

  	
  22

  
	
  SECTION
  9.2

  	
  Amendment
  with Consent of Holders

  	
  22

  
	
  SECTION 9.3

  	
  Execution of
  Amendments

  	
  23

  
	
  SECTION 9.4

  	
  Effect of Amendments

  	
  23

  
	
  SECTION 9.5

  	
  Reference to
  Amendments

  	
  23

  
	
   

  	
   

  
	
  ARTICLE X. MISCELLANEOUS

  
	
   

  	
   

  
	
  SECTION
  10.1

  	
  No
  Waiver

  	
  24

  
	
  SECTION 10.2

  	
  Governing Law

  	
  24

  
	
  SECTION
  10.3

  	
  Notices

  	
  24

  
	
  SECTION 10.4

  	
  Successors and
  Assigns

  	
  25

  
	
  SECTION 10.5

  	
  Counterparts

  	
  25

  
	
  SECTION 10.6

  	
  Severability

  	
  25

  
	
  SECTION 10.7

  	
  Expenses, Etc.

  	
  25

  
	
  SECTION 10.8

  	
  Security
  Interest Absolute

  	
  26

  
	
  SECTION 10.9

  	
  Waiver Of Jury Trial

  	
  26

  
	
   

  	
   

  
	
  Exhibit A

  	
  Instruction to
  Custodial Agent Regarding Remarketing

  	
  A-1

  
	
  Exhibit B

  	
  Instruction to
  Custodial Agent Regarding Withdrawing From Remarketing

  	
  B-1

  



 


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PLEDGE AGREEMENT,
dated as of
                     
(this “Agreement”), among Ameren Corporation, a Missouri corporation (the
“Company”), as pledgee,
                           ,
                     ,
not individually but solely as collateral agent (in such capacity, together
with its successors in such capacity, the “Collateral Agent”), as custodial
agent (in such capacity, together with its successors in such capacity, the
“Custodial Agent”) and as securities intermediary as defined in
Section 8-102(a)(14) of the Code (as defined herein) (in such capacity,
together with its successors in such capacity, the “Securities Intermediary”),
and
                              ,
a                      
corporation, not individually but solely as purchase contract agent, trustee
and as attorney-in-fact of the Holders (as defined in the Purchase Contract
Agreement (as hereinafter defined)) from time to time of the Units (in such
capacity, together with its successors in such capacity, the “Purchase Contract
Agent”) under the Purchase Contract Agreement (terms not otherwise defined
herein are used herein with the meaning ascribed to them in the Purchase
Contract Agreement).


 


RECITALS


 


WHEREAS, the
Company and the Purchase Contract Agent are parties to the Purchase Contract
Agreement, dated as of the date hereof (as modified and supplemented and in
effect from time to time, the “Purchase Contract Agreement”), pursuant to which
there will be issued Units having a Stated Amount of [$25] per Unit, all of
which will initially be Normal Units.


 


WHEREAS, each
Normal Unit will be comprised of (a) a Purchase Contract and
(b) either beneficial ownership of (i) a Note, (ii) following a
successful remarketing of the Notes in accordance with the Purchase Contract
Agreement and the Remarketing Agreement, the appropriate Treasury Consideration
or (iii) following a Tax Event Redemption in accordance with the Purchase
Contract Agreement and the terms of the Notes, an Applicable Ownership Interest
in the Treasury Portfolio.


 


WHEREAS, in
accordance with the terms of the Purchase Contract Agreement, a holder of
Normal Units may separate the Notes or the appropriate Treasury Consideration
or Applicable Ownership Interest in the Treasury Portfolio, as the case may be,
from the related Purchase Contracts by substituting for such Notes or the
appropriate Treasury Consideration or Applicable Ownership Interest in the
Treasury Portfolio, as the case may be, Treasury Securities that will pay in
the aggregate an amount equal to the aggregate principal amount of such Normal
Units.  Upon such separation, the Normal
Units will become Stripped Units.  Each
Stripped Unit will be comprised of (a) a Purchase Contract and (b) a
[1/40] undivided beneficial interest in a Treasury Security.


 


WHEREAS, pursuant
to the terms of the Purchase Contract Agreement, the Holders, from time to
time, of the Units have irrevocably authorized the Purchase Contract Agent, as
attorney-in-fact of such Holders, among other things, to execute and deliver
this Agreement on behalf of such Holders and to grant the pledge provided
hereby of the Notes, any Treasury Consideration, any Treasury Securities and
any Applicable Ownership Interest in the Treasury Portfolio delivered in
exchange therefor to secure each Holder’s obligations under the related
Purchase Contract, as provided herein and subject to the terms hereof.


 

















 


NOW, THEREFORE,
and for other good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the Company, the Collateral Agent, the Securities
Intermediary, the Custodial Agent and the Purchase Contract Agent, on its own behalf
and as attorney-in-fact of the Holders from time to time of the Units, agree as
follows:


 


ARTICLE I.




DEFINITIONS


 


SECTION 1.1               Definitions.


 


For all purposes
of this Agreement, except as otherwise expressly provided or unless the context
otherwise requires:


 


(a)   the defined terms in this
Article have the meanings assigned to them in this Article and include the
plural as well as the singular and nouns and pronouns of the masculine gender
include the feminine and neuter genders; and


 


(b)   the words “herein,”  “hereof”
and “hereunder”
and other words of similar import refer to this Agreement as a whole and not to
any particular Article, Section or other subdivision.


 


“Agreement” means
this instrument as originally executed or as it may from time to time be
supplemented or amended by one or more agreements supplemental hereto entered
into pursuant to the applicable provisions hereof.


 


“Code” has the
meaning specified in Section 6.1 hereof.


 


“Collateral” has
the meaning specified in Section 2.1 hereof.


 


“Collateral Account”
means the securities account maintained at
                          
in the name “                         ,
as Purchase Contract Agent on behalf of the holders of certain securities of
Ameren Corporation, Collateral Account subject to the security interest of
                         ,
as Collateral Agent, for the benefit of Ameren Corporation, as pledgee” and any
successor account.


 


“Collateral Agent”
has the meaning specified in the first paragraph of this Agreement.


 


“Company” means the
Person named as the “Company” in the first paragraph of this Agreement until a
successor shall have become such, and thereafter “Company” shall mean such
successor.


 


“Custodial Agent”
has the meaning specified in the first paragraph of this Agreement.


 


“Intermediary”
means any entity that in the ordinary course of its business maintains
securities accounts for others and is acting in that capacity.


 


“Pledge” has the
meaning specified in Section 2.1 hereof.


 


2

















 


“Pledged Applicable Ownership
Interest in the Treasury Portfolio” has the meaning specified
in Section 2.1 hereof.


 


“Pledged Notes” has
the meaning specified in Section 2.1 hereof.


 


“Pledged Treasury Consideration” has
the meaning specified in Section 2.1 hereof.


 


“Pledged Treasury Securities”
has the meaning specified in Section 2.1 hereof.


 


“Proceeds” means
all interest, dividends, cash, instruments, securities, financial assets (as
defined in Section 8-102(a)(9) of the Code) and other property from time
to time received, receivable or otherwise distributed upon the sale, exchange,
collection or disposition of the Collateral or any proceeds thereof.


 


“Purchase Contract Agent”
has the meaning specified in the first paragraph of this Agreement.


 


“Purchase Contract Agreement”
has the meaning specified in the second paragraph of this Agreement.


 


“Securities Intermediary”
has the meaning specified in the first paragraph of this Agreement.


 


“Security Entitlement”
has the meaning set forth in Section 8-102(a)(17) of the Code.


 


“Separate Notes”
means any Notes that are not Pledged Notes.


 


 “TRADES Regulations” means the regulations of
the United States Department of the Treasury, published at 31 C.F.R. Part 357,
as amended from time to time.  Unless
otherwise defined herein, all terms defined in the TRADES Regulations are used
herein as therein defined.


 


“Transfer” means,
with respect to the Collateral and in accordance with the instructions of the
Collateral Agent, the Purchase Contract Agent or the Holder, as applicable:


 


(i)            in
the case of Collateral consisting of securities which cannot be delivered by
book-entry or which the parties agree are to be delivered in physical form,
delivery in appropriate physical form to the recipient accompanied by any duly
executed instruments of transfer, assignments in blank, transfer tax stamps and
any other documents necessary to constitute a legally valid transfer to the
recipient;


 


(ii)           in
the case of Collateral consisting of securities maintained in book-entry form
by causing a securities intermediary (as defined in Section 8-102(a)(14)
of the Code) to (a) credit a Security Entitlement with respect to such
securities to a “securities account” (as defined in Section 8-501(a) of
the Code) maintained by or on behalf of the recipient and (b) to issue a
confirmation to the recipient with respect to such credit.  In the case of Collateral to be delivered to
the Collateral Agent, the


 


3

















 


securities intermediary shall be the Securities Intermediary and the
securities account shall be the Collateral Account.  In addition, any Transfer of Treasury Securities and Treasury
Consideration hereunder shall be made in accordance with the TRADES Regulations
and other applicable law.


 


ARTICLE II.




PLEDGE; CONTROL AND PERFECTION


 


SECTION 2.1               The
Pledge.


 


(a)   The Holders from time to time
acting through the Purchase Contract Agent, as their attorney-in-fact, and the
Purchase Contract Agent, as such attorney-in-fact, hereby pledge and grant to
the Collateral Agent, for the benefit of the Company, as collateral security
for the performance when due by such Holders of their respective obligations
under the related Purchase Contracts, a security interest in all of the right,
title and interest of the Purchase Contract Agent and such Holders in:


 


(i)            (A) the Notes,
Treasury Consideration, Treasury Securities and any Applicable Ownership
Interest in the Treasury Portfolio constituting a part of the Units,
(B) any Treasury Securities delivered in exchange for any Notes, Treasury
Consideration or any Applicable Ownership Interest in the Treasury Portfolio,
as applicable, in accordance with Section 4.1 hereof, and (C) any
Notes, Treasury Consideration or any Applicable Ownership Interest in the Treasury
Portfolio, as applicable, delivered in exchange for any Treasury Securities in
accordance with Section 4.2 hereof, in each case that have been
Transferred to or otherwise received by the Collateral Agent and not released
by the Collateral Agent to such Holders under the provisions of this Agreement;


 


(ii)           the Collateral Account
and all securities, financial assets, security entitlements, cash and other
property credited thereto and all Security Entitlements related thereto; and


 


(iii)          all Proceeds of the
foregoing (all of the foregoing, collectively, the “Collateral”).


 


(b)   Prior to or concurrently with
the execution and delivery of this Agreement, the Purchase Contract Agent, on
behalf of the initial Holders of the Units, shall cause the Notes comprising a
part of the Normal Units to be Transferred to the Collateral Agent for the
benefit of the Company.


 


(c)   The pledge provided in this
Section 2.1 is herein referred to as the “Pledge” and the Notes (including
any Notes that are delivered pursuant to Section 6.2 hereof), Treasury
Consideration, Treasury Securities or Applicable Ownership Interest in the
Treasury Portfolio subject to the Pledge, excluding any Notes, Treasury
Consideration, Treasury Securities or Applicable Ownership Interest in the
Treasury Portfolio released from the Pledge as provided in Sections 4.1 and 4.2
hereof, respectively, are hereinafter referred to as “Pledged Notes,” “Pledged
Treasury Consideration,” “Pledged Treasury Securities” or “Pledged Applicable


 


4

















 


Ownership
Interest in the Treasury Portfolio,” respectively.  Subject to the Pledge and the provisions of Section 2.2
hereof, the Holders from time to time shall have full beneficial ownership of
the Collateral.  For purposes of
perfecting the Pledge under applicable law, including, to the extent
applicable, the TRADES Regulations or the Uniform Commercial Code as adopted
and in effect in any applicable jurisdiction, the Collateral Agent shall be the
agent of the Company as provided herein. 
Whenever directed by the Collateral Agent acting on behalf of the
Company, the Securities Intermediary shall have the right to re-register in its
name the Notes or any other securities held in physical form.


 


(d)   Except as may be required in
order to release Notes or Treasury Consideration, as applicable, in connection
with a Tax Event Redemption or with a Holder’s election to convert its
investment from a Normal Unit to a Stripped Unit, or except as otherwise
required to release Notes as specified herein, neither the Collateral Agent,
the Custodial Agent nor the Securities Intermediary shall relinquish physical
possession of any certificate evidencing a Note, Treasury Securities, the
Applicable Ownership Interest in the Treasury Portfolio or Treasury Consideration,
as applicable, prior to the termination of this Agreement.  If it becomes necessary for the Securities
Intermediary to relinquish physical possession of a certificate in order to
release a portion of the Notes evidenced thereby from the Pledge, the
Securities Intermediary shall use its best efforts to obtain physical
possession of a replacement certificate evidencing any Notes remaining subject
to the Pledge hereunder registered to it or endorsed in blank within fifteen
days of the date it relinquished possession. 
The Securities Intermediary shall promptly notify the Company and the
Collateral Agent of the Securities Intermediary’s failure to obtain possession
of any such replacement certificate as required hereby.


 


SECTION 2.2               Control and Perfection.


 


(a)   In connection with the Pledge
granted in Section 2.1, and subject to the other provisions of this
Agreement, the Holders from time to time acting through the Purchase Contract
Agent, as their attorney-in-fact, hereby authorize and direct the Securities
Intermediary (without the necessity of obtaining the further consent of the
Purchase Contract Agent or any of the Holders), and the Securities Intermediary
agrees, to comply with and follow any instructions and “entitlement orders” (as
defined in Section 8-102(a)(8) of the Code) that the Collateral Agent may
deliver with respect to the Collateral Account, the Collateral credited thereto
and any Security Entitlements with respect to any thereof. In the event the
Securities Intermediary receives from the Holders or the Purchase Contract
Agent entitlement orders which conflict with entitlement orders received from
the Collateral Agent, the Securities Intermediary shall follow the entitlement
orders received from the Collateral Agent. 
Such instructions and entitlement orders may, without limitation, direct
the Securities Intermediary to transfer, redeem, assign, or otherwise dispose
of the Notes, the Treasury Consideration, the Treasury Securities, any
Applicable Ownership Interest in the Treasury Portfolio and any Security
Entitlements with respect thereto or sell, liquidate or dispose of such assets
through a broker designated by the Company, and to pay and deliver any income,
proceeds or other funds derived therefrom to the Company.  The Purchase Contract Agent and the Holders
from time to time acting through the Purchase Contract Agent, each hereby
further authorize and direct the Collateral Agent, as agent of the Company, to
itself issue instructions and entitlement orders, and to otherwise take action,
with respect to the Collateral Account, the Collateral credited thereto and any
Security Entitlements with respect thereto, pursuant to the terms and
provisions hereof, all without the


 


5

















 


necessity
of obtaining the further consent of the Purchase Contract Agent or any of the
Holders.  The Collateral Agent shall be
the agent of the Company and shall act only in accordance with the terms hereof
or as otherwise directed by the Company. 
Without limiting the generality of the foregoing, the Collateral Agent
shall issue entitlement orders to the Securities Intermediary when and as
required by the terms hereof or as otherwise directed by the Company.


 


(b)   The Securities Intermediary
hereby confirms and agrees that:


 


(i)            all securities or
other property underlying any financial assets credited to the Collateral
Account shall be registered in the name of the Securities Intermediary, or its
nominee, indorsed to the Securities Intermediary, or its nominee, or in blank
or credited to another collateral account maintained in the name of the
Securities Intermediary and in no case will any financial asset credited to the
Collateral Account be registered in the name of the Purchase Contract Agent,
the Collateral Agent, the Company or any Holder, payable to the order of, or
specially indorsed to, the Purchase Contract Agent, the Collateral Agent, the
Company or any Holder except to the extent the foregoing have been specially
indorsed to the Securities Intermediary or in blank;


 


(ii)           all property delivered
to the Securities Intermediary pursuant to this Agreement (including, without
limitation, any Notes, Treasury Consideration, Treasury Securities or any
Applicable Ownership Interest in the Treasury Portfolio) will be promptly
credited to the Collateral Account;


 


(iii)          the Collateral Account
is an account to which financial assets are or may be credited, and the
Securities Intermediary shall, subject to the terms of this Agreement, treat
the Purchase Contract Agent as the “entitlement holder” (as defined in Section
8-102(a)(7) of the Code) with respect to the Collateral Account;


 


(iv)          the Securities
Intermediary has not entered into, and until the termination of this Agreement
will not enter into, any agreement with any other Person relating to the
Collateral Account and/or any financial assets credited thereto pursuant to
which it has agreed to comply with entitlement orders of such other Person; and


 


(v)           the Securities
Intermediary has not entered into, and until the termination of this Agreement
will not enter into, any agreement with the Company, the Collateral Agent, the
Purchase Contract Agent or the Holders of the Units purporting to limit or
condition the obligation of the Securities Intermediary to comply with entitlement
orders as set forth in this Section 2.2 hereof.


 


(c)   The Securities Intermediary
hereby agrees that each item of property (whether investment property,
financial asset, security, instrument or cash) credited to the Collateral
Account shall be treated as a “financial asset” within the meaning of
Section 8-102(a)(9) of the Code.


 


(d)   In the event of any conflict
between this Agreement (or any portion hereof) and any other agreement now
existing or hereafter entered into, the terms of this Agreement shall prevail.


 


6

















 


(e)   The Purchase Contract Agent
hereby irrevocably constitutes and appoints the Collateral Agent and the
Company, and each of them severally, with full power of substitution, as the
Purchase Contract Agent’s attorney-in-fact to take on behalf of, and in the
name, place and stead of, the Purchase Contract Agent and the Holders, any
action necessary or desirable to perfect and to keep perfected the security
interest in the Collateral referred to in Section 2.1.  The grant of such power-of-attorney shall
not be deemed to require of the Collateral Agent any specific duties or
obligations not otherwise assumed by the Collateral Agent hereunder.
Notwithstanding the foregoing, in no event shall the Collateral Agent or
Securities Intermediary be responsible for the preparation or filing of any
financing or continuation statements in the appropriate jurisdictions or
responsible for maintenance or perfection of any Security Interest hereunder.


 


ARTICLE III.




PAYMENTS ON COLLATERAL


 


SECTION 3.1               Payments.


 


So long as the
Purchase Contract Agent is the registered owner of the Pledged Notes, Pledged
Treasury Consideration, Pledged Applicable Ownership Interest in the Treasury
Portfolio or Pledged Treasury Securities, it shall receive all payments
thereon.  If the Pledged Notes are
reregistered, such that the Collateral Agent becomes the registered holder, all
payments of the principal of, or interest on, the Pledged Notes and all
payments of the principal of, or cash distributions on, any Pledged Treasury
Consideration, Pledged Treasury Securities or any Pledged Applicable Ownership
Interest in the Treasury Portfolio, that are received by the Collateral Agent
and that are properly payable hereunder, shall be paid by the Collateral Agent
by wire transfer in same day funds:


 


(i)            in the case of
(A) quarterly cash distributions on Normal Units which include Pledged
Notes, Pledged Treasury Consideration or any Pledged Applicable Ownership
Interest in the Treasury Portfolio, any interest payments with respect to the
Pledged Notes or the appropriate Pledged Applicable Ownership Interest (as
specified in clause (B) of the definition of “Applicable Ownership
Interest”) of the Treasury Portfolio, as the case may be, and (B) any
payments of principal or, if applicable, the appropriate Applicable Ownership
Interest (as specified in clause (A) of the definition of such term) in the
Treasury Portfolio with respect to any Notes, Treasury Consideration or the
appropriate Applicable Ownership Interest in the Treasury Portfolio, as the
case may be, that have been released from the Pledge pursuant to
Section 4.3 hereof, to the Purchase Contract Agent, for the benefit of the
relevant Holders of the Normal Units, to the account designated by the Purchase
Contract Agent for such purpose, no later than 10:00 a.m., New York City
time, on the Business Day such payment is received by the Collateral Agent
(provided that in the event such payment is received by the Collateral Agent on
a day that is not a Business Day or after 9:00 a.m., New York City time,
on a Business Day, then such payment shall be made no later than
9:30 a.m., New York City time, on the next succeeding Business Day);


 


(ii)           in the case of any
payments with respect to any Treasury Securities that have been released from
the Pledge pursuant to Section 4.3 hereof, to the Holders of the


 


7

















 


Stripped
Units to the accounts designated by them in writing for such purpose no later
than 2:00 p.m., New York City time, on the Business Day such payment is
received by the Collateral Agent (provided that in the event such payment is
received by the Collateral Agent on a day that is not a Business Day or after
10:00 a.m., New York City time, on a Business Day, then such payment shall
be made no later than 10:30 a.m., New York City time, on the next
succeeding Business Day); and


 


(iii)          in the case of payments
in respect of any Pledged Notes, Pledged Treasury Consideration, Pledged
Treasury Securities or the appropriate Pledged Applicable Ownership Interest
(as specified in clause (A) of the definition of such term) in the Treasury
Portfolio, as the case may be, to be paid upon settlement of such Holder’s
obligations to purchase Common Stock under the Purchase Contract, to the
Company on the Stock Purchase Date in accordance with the procedure set forth
in Section 4.5(a) or 4.5(b) hereof, in full satisfaction of the respective
obligations of the Holders under the related Purchase Contracts.


 


SECTION 3.2               Application of Payments.


 


All payments
received by the Purchase Contract Agent as provided herein shall be applied by
the Purchase Contract Agent pursuant to the provisions of the Purchase Contract
Agreement.  If, notwithstanding the
foregoing, the Purchase Contract Agent shall receive any payments of principal
on account of any Note, Treasury Consideration or the appropriate Applicable
Ownership Interest (as specified in clause (A) of the definition of such term)
in the Treasury Portfolio, as applicable, that, at the time of such payment, is
a Pledged Note, Pledged Treasury Consideration or the appropriate Pledged
Applicable Ownership Interest (as specified in clause (A) of the definition of
“Applicable Ownership Interest”) in the Treasury Portfolio, as the case may be,
or a Holder of a Stripped Unit shall receive any payments of principal on
account of any Treasury Securities that, at the time of such payment, are
Pledged Treasury Securities, the Purchase Contract Agent or such Holder shall
hold the same as trustee of an express trust for the benefit of the Company
(and promptly deliver the same over to the Company) for application to the
obligations of the Holders under the related Purchase Contracts, and the
Holders shall acquire no right, title or interest in any such payments of
principal so received.


 


ARTICLE IV.


 


SUBSTITUTION,
RELEASE, REPLEDGE


AND
SETTLEMENT OF NOTES


 


SECTION 4.1               Collateral Substitution and the Creation
of Stripped Units.


 


At any time on or
prior to the second Business Day immediately preceding the Stock Purchase Date,
a Holder of Normal Units shall have the right to substitute Treasury Securities
for the Pledged Notes, Pledged Treasury Consideration or Pledged Applicable
Ownership Interest in the Treasury Portfolio, as the case may be, securing such
Holder’s obligations under the Purchase Contracts comprising a part of such
Normal Units, in integral multiples of
          Normal Units, or after a
successful remarketing of the Notes pursuant to the Purchase Contract Agreement
or a Tax Exempt Redemption, in integral multiples of Normal Units such that


 


8

















 


Treasury Securities to be deposited and the applicable
Treasury Consideration or the Applicable Ownership Interest in the Treasury
Portfolio, as the case may be, to be released are in integral multiples of
$1,000, by (a) Transferring to the Collateral Agent Treasury Securities
having an aggregate principal amount equal to the aggregate Stated Amount of
such Normal Units and (b) delivering such Normal Units to the Purchase
Contract Agent, accompanied by a notice, substantially in the form of
Exhibit D to the Purchase Contract Agreement, to the Purchase Contract
Agent stating that such Holder has Transferred Treasury Securities to the Collateral
Agent pursuant to clause (a) above (stating the principal amount, the
maturities and the CUSIP numbers of the Treasury Securities Transferred by such
Holder) and requesting that the Purchase Contract Agent instruct the Collateral
Agent to release from the Pledge the Pledged Notes, Pledged Treasury
Consideration or Pledged Applicable Ownership Interest in the Treasury
Portfolio, as the case may be, related to such Normal Units, whereupon the
Purchase Contract Agent shall promptly give such instruction to the Collateral
Agent in the form provided in Exhibit C to the Purchase Contract
Agreement; provided that, such Holder may not substitute such Treasury
Securities for such Pledged Notes, Pledged Treasury Consideration or Pledged
Applicable Ownership Interest in the Treasury Portfolio pursuant to this
Section 4.1 during the period from four Business Days prior to any
Remarketing Period until the expiration of three Business Days after the end of
such Remarketing Period.  Upon receipt
of Treasury Securities from a Holder of Normal Units and the related
instruction from the Purchase Contract Agent, the Collateral Agent shall
release the Pledged Notes, Pledged Treasury Consideration or the Pledged
Applicable Ownership Interest in the Treasury Portfolio, as the case may be,
and shall promptly Transfer such Pledged Notes, Pledged Treasury Consideration
or Pledged Applicable Ownership Interest in the Treasury Portfolio, as the case
may be, free and clear of any lien, pledge or security interest created hereby,
to the Purchase Contract Agent.  All
items Transferred and/or substituted by any Holder pursuant to this
Section 4.1, Section 4.2 or any other Section of this Agreement shall
be Transferred and/or substituted free and clear of all liens, claims and
encumbrances.


 


SECTION 4.2               Collateral Substitution and the
Re-Creation of Normal Units.


 


At any time on or
prior to the second Business Day immediately preceding the Stock Purchase Date,
a Holder of Stripped Units shall have the right to reestablish Normal Units
(a) consisting of the Purchase Contracts and Notes in integral multiples
of           Normal Units, or
(b) after a remarketing of the Notes pursuant to the Purchase Contract
Agreement or a Tax Event Redemption, consisting of the Purchase Contracts and
the appropriate Treasury Consideration (identified and calculated by reference
to the Treasury Consideration then comprising Normal Units) or the appropriate
portion of the Treasury Portfolio in integral multiples of Stripped Units such
that the Treasury Consideration or Applicable Ownership Interest in the
Treasury Portfolio to be deposited and the Treasury Securities to be released
are in integral multiples of $1,000, by (x) Transferring to the Collateral
Agent the Notes or the appropriate Treasury Consideration or Applicable
Ownership Interest (as defined in clause (A) of the definition of such term) in
the Treasury Portfolio, as the case may be, then comprising such number of
Normal Units as is equal to such Stripped Units and (y) delivering such
Stripped Units to the Purchase Contract Agent, accompanied by a notice,
substantially in the form of Exhibit D to the Purchase Contract Agreement,
to the Purchase Contract Agent stating that such Holder has transferred Notes,
Treasury Consideration or Applicable Ownership Interest in the Treasury
Portfolio to the Collateral Agent pursuant to clause (a) above and requesting
that the Purchase Contract Agent


 


9

















 


instruct the Collateral Agent to release from the
Pledge the Pledged Treasury Securities related to such Stripped Units,
whereupon the Purchase Contract Agent shall promptly give such instruction to
the Collateral Agent in the form provided in Exhibit C to the Purchase
Contract Agreement; provided that, such Holder of Stripped Units shall not have
the right to reestablish Normal Units pursuant to this Section 4.2 during
the period from four Business Days prior to any Remarketing Period until the
expiration of three Business Days after the end of such Remarketing Period.  Upon receipt of the Notes or the appropriate
Treasury Consideration or Applicable Ownership Interest in the Treasury
Portfolio, as the case may be, from such Holder and the instruction from the
Purchase Contract Agent, the Collateral Agent shall release the Pledged
Treasury Securities and shall promptly Transfer such Pledged Treasury
Securities, free and clear of any lien, pledge or security interest created
hereby, to the Purchase Contract Agent.


 


SECTION 4.3               Termination Event.


 


(a)   Upon receipt by the Collateral
Agent of written notice from the Company or the Purchase Contract Agent that
there has occurred a Termination Event, the Collateral Agent shall release all
Collateral from the Pledge and shall promptly Transfer any Pledged Notes,
Pledged Treasury Consideration or Pledged Applicable Ownership Interest in the
Treasury Portfolio, as the case may be, and Pledged Treasury Securities to the
Purchase Contract Agent for the benefit of the Holders of the Normal Units and
the Stripped Units, respectively, free and clear of any lien, pledge or
security interest or other interest created hereby.


 


(b)   If such Termination Event shall
result from the Company becoming a debtor under the Bankruptcy Code, and if the
Collateral Agent shall for any reason fail promptly to effectuate the release
and Transfer of all Pledged Notes, Pledged Treasury Consideration, Pledged
Applicable Ownership Interest in the Treasury Portfolio, or Pledged Treasury
Securities, as the case may be, as provided by this Section 4.3, the Purchase
Contract Agent shall:


 


(i)            use best efforts to
obtain an opinion of a nationally recognized law firm reasonably acceptable to
the Collateral Agent to the effect that, as a result of the Company being the
debtor under the Bankruptcy Code, the Collateral Agent will not be prohibited
from releasing or Transferring the Collateral as provided in this
Section 4.3, and shall deliver such opinion to the Collateral Agent within
ten days after the occurrence of such Termination Event, and if (y) the
Purchase Contract Agent shall be unable to obtain such opinion within ten days
after the occurrence of such Termination Event or (z) the Collateral Agent
shall continue, after delivery of such opinion, to refuse to effectuate the
release and Transfer of all Pledged Notes, Pledged Treasury Consideration,
Pledged Applicable Ownership Interest in the Treasury Portfolio or Pledged
Treasury Securities, as the case may be, as provided in this Section 4.3,
then the Purchase Contract Agent shall within 15 days after the occurrence of
such Termination Event commence an action or proceeding in the court with
jurisdiction of the Company’s case under the Bankruptcy Code seeking an order
requiring the Collateral Agent to effectuate the release and transfer of all
Pledged Notes, Pledged Treasury Consideration, Pledged Applicable Ownership
Interest in the Treasury Portfolio or Pledged Treasury Securities, as the case
may be, as provided by this Section 4.3 or


 


(ii)           commence an action or
proceeding like that described in subsection (i)(z) hereof within ten days
after the occurrence of such Termination Event.


 


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SECTION 4.4               Early Settlement; Merger Early
Settlement; Cash Settlement.


 


Upon written
notice to the Collateral Agent by the Purchase Contract Agent that one or more
Holders of Units have elected to effect Early Settlement, Merger Early
Settlement or Cash Settlement of their respective obligations under the
Purchase Contracts forming a part of such Units in accordance with the terms of
the Purchase Contracts and the Purchase Contract Agreement (setting forth the
number of such Purchase Contracts as to which such Holders have elected to
effect such Early Settlement, Merger Early Settlement or Cash Settlement), and
that the Purchase Contract Agent has received from such Holders, and paid to
the Company, as confirmed to the Collateral Agent in writing by the Company,
the related Early Settlement Amounts, Merger Early Settlement Amounts or Cash
Settlement Amounts, as the case may be, pursuant to the terms of the Purchase
Contracts and the Purchase Contract Agreement and that all conditions to such
Early Settlement, Merger Early Settlement or Cash Settlement, as the case may
be, have been satisfied, then the Collateral Agent shall release from the
Pledge (a) Pledged Notes, Pledged Treasury Consideration or Pledged
Applicable Ownership Interest in the Treasury Portfolio, as the case may be, in
the case of a Holder of Normal Units or (b) Pledged Treasury Securities,
in the case of a Holder of Stripped Units, relating to such Purchase Contracts
as to which such Holders have elected to effect such Early Settlement, Merger
Early Settlement or Cash Settlement, and shall Transfer all such Pledged Notes,
Pledged Treasury Consideration, Pledged Applicable Ownership Interest in the
Treasury Portfolio or Pledged Treasury Securities, as the case may be, free and
clear of the Pledge created hereby, to the Purchase Contract Agent for the
benefit of such Holders.


 


SECTION 4.5               Remarketing; Application of Proceeds; Settlement.


 


(a)   Pursuant to the Purchase
Contract Agreement, the Purchase Contract Agent shall notify, by
10:00 a.m., New York City time, on the third Business Day preceding the
first day of a Remarketing Period, the Remarketing Agent and the Collateral Agent
of the aggregate principal amount of Notes comprising part of Normal Units to
be remarketed.  The Collateral Agent
shall, by 10:00 a.m., New York City time, on the Business Day immediately
preceding the first day of any Remarketing Period, without any instruction from
Holders of Normal Units, deliver the Pledged Notes to be remarketed to the
Remarketing Agent for remarketing. 
After deducting as the remarketing fee an amount not exceeding
     basis points (.     %) of the
total proceeds of such remarketing of Pledged Notes, the Remarketing Agent will
deliver the Agent-purchased Treasury Consideration purchased from the proceeds
of the remarketing to the Purchase Contract Agent, which shall thereupon
deliver such Agent-purchased Treasury Consideration to the Collateral
Agent.  Upon receipt of the
Agent-purchased Treasury Consideration from the Purchase Contract Agent
following a successful remarketing pursuant to the Purchase Contract Agreement,
(i) the Collateral Agent, for the benefit of the Company, shall thereupon
hold such Agent-Purchased Treasury Consideration to secure such Normal Units
Holders’ obligations under the Purchase Contracts and to fund the quarterly
interest payment due to Normal Units Holders on the Stock Purchase Date, and
(ii) the remaining portion, if any, of the proceeds of such successful
remarketing shall be distributed by the Remarketing Agent to the Purchase
Contract Agent for payment to such Normal Units Holders participating in such
remarketing.  On the Stock Purchase
Date, the Collateral Agent shall apply that portion of the payments received in
respect of the Pledged Treasury Consideration equal to the aggregate Stated
Amount of the related Normal Units to satisfy in full the obligations of such
Normal Units


 


11

















 


Holders
to pay the Purchase Price under the related Purchase Contracts and to pay the
quarterly payment due to Normal Units Holders on such Stock Purchase Date,
which such quarterly payment shall be paid in an amount equal to the Coupon
Rate for such quarterly payment.


 


(b)   Promptly following a Failed
Remarketing, the Notes delivered to the Remarketing Agent pursuant to
Section 4.5(a) shall be returned to the Collateral Agent.  The Collateral Agent, for the benefit of the
Company, shall thereupon hold such Notes to secure the Normal Units Holders’
obligations under the Purchase Contracts. 
The Remarketing Agent shall make one or more attempts to remarket the
Notes in accordance with the procedures set forth in the Purchase Contract
Agreement and the Remarketing Agreement, provided that the requirements of
Section 5.4(b)(ii) of the Purchase Contract Agreement have been met.  If by 4:00 p.m., New York City time, on
the Business Day immediately preceding the Stock Purchase Date, the Remarketing
Agent has failed to remarket the Notes at a price equal to at least
100.   % of the Remarketing Value, the “Last Failed Remarketing”
shall be deemed to have occurred. 
Promptly following the Last Failed Remarketing, the Notes delivered to
the Remarketing Agent pursuant to Section 4.5(a) shall be returned to the
Collateral Agent.  The Collateral Agent,
for the benefit of the Company will, at the written direction of the Company,
retain or dispose of the Pledged Notes in accordance with applicable law and
satisfy in full, from any such disposition or retention, such Holders’
obligations to pay the Purchase Price for the Common Stock; provided, that if
upon a Failed Remarketing or the Last Failed Remarketing, as the case may be,
the Collateral Agent exercises such rights for the benefit of the Company with
respect to such Notes, any accrued and unpaid interest on such Notes will
become payable by the Company to the Purchase Contract Agent for payment to the
Holder of the Normal Units to which such Notes relate in accordance with the
Purchase Contract Agreement.


 


(c)   In the event a Holder of
Stripped Units has not made a Cash Settlement, Early Settlement or Merger Early
Settlement of the Purchase Contracts underlying its Stripped Units, such Holder
shall be deemed to have elected to pay for the shares of Common Stock to be
issued under such Purchase Contracts from the payments received in respect of
the related Pledged Treasury Securities. 
Without receiving any instruction from any such Holder, the Collateral
Agent shall apply such payments to the settlement of such Purchase Contracts on
the Stock Purchase Date.  In the event
the payments received in respect of the related Pledged Treasury Securities are
in excess of the aggregate Purchase Price of the Purchase Contracts being
settled thereby, the Collateral Agent shall distribute such excess, when
received, to the Purchase Contract Agent for the benefit of such Holders of
Stripped Units.


 


(d)   Pursuant to the Remarketing
Agreement and the Purchase Contract Agreement, on or prior to the fourth
Business Day preceding the first day of any Remarketing Period, but no earlier
than the Payment Date immediately preceding
                       ,
holders of Separate Notes may elect to have their Separate Notes remarketed by
delivering their Separate Notes, together with a notice of such election,
substantially in the form of Exhibit A hereto, to the Custodial
Agent.  On the third Business Day prior
to the first day of any Remarketing Period, by 10:00 a.m., New York City
time, the Custodial Agent shall notify the Remarketing Agent of the number of
such Separate Notes to be remarketed. 
The Custodial Agent will hold such Separate Notes in an account separate
from the Collateral Account.  A holder
of Separate Notes electing to have its Separate Notes remarketed will also have
the right to withdraw such election by written notice to the Custodial Agent,
substantially in the form of Exhibit B hereto, on or


 


12

















 


prior
to the fourth Business Day immediately preceding the first day of any
Remarketing Period, upon which notice the Custodial Agent will return such
Separate Notes to such holder.  On the
Business Day immediately preceding the first day of any Remarketing Period, the
Custodial Agent will deliver to the Remarketing Agent for remarketing all
Separate Notes delivered to the Custodial Agent pursuant to this
Section 4.5(d) and not withdrawn pursuant to the terms hereof prior to
such date.  The portion of the proceeds
from such remarketing equal to the amount calculated in respect of such
Separate Notes as set forth in Section 5.4(b) of the Purchase Contract
Agreement will automatically be remitted by the Remarketing Agent to the
Custodial Agent for the benefit of the holders of such Separate Notes.  In addition, after deducting as the
remarketing fee an amount not exceeding     basis points
(.   %) of the total proceeds of such remarketing of such
Separate Notes, the Remarketing Agent will remit to the Custodial Agent the
remaining portion of the proceeds, if any, for the benefit of such holders of
such Separate Notes.  If, despite using
commercially reasonable best efforts, there has been a Failed Remarketing or
the Last Failed Remarketing, the Remarketing Agent will promptly return such
Separate Notes to the Custodial Agent for redelivery to such holders of such
Separate Notes.


 


ARTICLE V.




VOTING RIGHTS — NOTES


 


SECTION 5.1               Exercise by Purchase Contract Agent.


 


The Purchase
Contract Agent may exercise, or refrain from exercising, any and all voting and
other consensual rights pertaining to the Pledged Notes or any part thereof for
any purpose not inconsistent with the terms of this Agreement and in accordance
with the terms of the Purchase Contract Agreement; provided, that the Purchase
Contract Agent shall not exercise or, as the case may be, shall not refrain
from exercising such right if, in the judgment of the Company, such action
would impair or otherwise have a material adverse effect on the value of all or
any of the Pledged Notes; and provided, further, that the Purchase Contract
Agent shall give the Company and the Collateral Agent at least five days’ prior
written notice of the manner in which it intends to exercise, or its reasons
for refraining from exercising, any such right.  Upon receipt of any notices and other communications in respect
of any Pledged Notes, including notice of any meeting at which holders of Notes
are entitled to vote or solicitation of consents, waivers or proxies of holders
of Notes, the Collateral Agent shall use reasonable efforts to send promptly to
the Purchase Contract Agent such notice or communication, and as soon as
reasonably practicable after receipt of a written request therefor from the
Purchase Contract Agent, execute and deliver to the Purchase Contract Agent
such proxies and other instruments in respect of such Pledged Notes (in form
and substance satisfactory to the Collateral Agent) as are prepared by the
Purchase Contract Agent with respect to the Pledged Notes.


 


13

















 


ARTICLE VI.




RIGHTS AND REMEDIES; TAX EVENT
REDEMPTION


 


SECTION 6.1               Rights and Remedies of the Collateral
Agent.


 


(a)   In addition to the rights and
remedies available at law or in equity, after an event of default under the
Purchase Contracts, the Collateral Agent shall have all of the rights and
remedies with respect to the Collateral of a secured party under the Uniform
Commercial Code (or any successor thereto) as in effect in the State of New
York from time to time (the “Code”) (whether or not the Code is in effect in
the jurisdiction where the rights and remedies are asserted) and the TRADES
Regulations and such additional rights and remedies to which a secured party is
entitled under the laws in effect in any jurisdiction where any rights and
remedies hereunder may be asserted. 
Wherever reference is made in this Agreement to any section of the Code,
such reference shall be deemed to include a reference to any provision of the
Code which is a successor to, or amendment of, such section.  Without limiting the generality of the
foregoing, such remedies may include, to the extent permitted by applicable
law, (i) retention of the Pledged Notes or other Collateral in full
satisfaction of the Holders’ obligations under the Purchase Contracts or
(ii) sale of the Pledged Notes or other Collateral in one or more public
or private sales, in each case at the written direction of the Company.


 


(b)   Without limiting any rights or
powers otherwise granted by this Agreement to the Collateral Agent, in the
event the Collateral Agent is unable to make payments to the Company on account
of any Pledged Treasury Consideration, Pledged Applicable Ownership Interest in
the Treasury Portfolio or Pledged Treasury Securities as provided in Article
III hereof in satisfaction of the obligations of the Holder of the Units of
which such Pledged Treasury Consideration, Pledged Applicable Ownership in the
Treasury Portfolio or Pledged Treasury Securities, as applicable, is a part
under the related Purchase Contracts, the inability to make such payments shall
constitute an event of default under the Purchase Contracts and the Collateral
Agent shall have and may exercise, with reference to such Pledged Treasury
Securities, Pledged Applicable Ownership Interest in the Treasury Portfolio or
Pledged Treasury Consideration, as applicable, and such obligations of such
Holder, any and all of the rights and remedies available to a secured party
under the Code and the TRADES Regulations after default by a debtor, and as
otherwise provided herein or under any other law.


 


(c)   Without limiting any rights or
powers otherwise granted by this Agreement to the Collateral Agent, the
Collateral Agent is hereby irrevocably authorized to receive and collect all
payments of (i) the principal amount of, or interest on, the Pledged
Notes, or (ii) the principal amount of, or interest (if any) on, the
Pledged Treasury Consideration, Pledged Applicable Ownership Interest in the
Treasury Portfolio or Pledged Treasury Securities, subject, in each case, to
the provisions of Article III, and as otherwise granted herein.


 


(d)   The Purchase Contract Agent,
individually and as attorney-in-fact for each Holder of Units, agrees that,
from time to time, upon the written request of the Company or the Collateral
Agent, such Holder shall execute and deliver such further documents and do such
other acts and things as the Company or the Collateral Agent may reasonably
request in order to maintain the Pledge, and the perfection and priority
thereof, and to confirm the rights of the


 


14

















 


Collateral
Agent hereunder.  The Purchase Contract
Agent shall have no liability to any Holder for executing any documents or
taking any such acts requested by the Company or the Collateral Agent (acting
upon the written request of the Company) hereunder, except for liability for
its own negligent act, its own negligent failure to act, its bad faith or its
own willful misconduct.


 


SECTION 6.2               Substitutions.


 


Whenever a Holder
has the right to substitute Treasury Securities, Notes, Treasury Consideration
or the appropriate Applicable Ownership Interest in the Treasury Portfolio, as
the case may be, for Collateral held by the Collateral Agent, such substitution
shall not constitute a novation of the security interest created hereby.


 


SECTION 6.3               Tax Event Redemption.


 


Upon the
occurrence of a Tax Event Redemption prior to a successful remarketing of the
Pledged Notes pursuant to the provisions of the Purchase Contract Agreement,
the aggregate Redemption Price payable on the Tax Event Redemption Date with
respect to such Pledged Notes shall be delivered to the Collateral Agent by the
Indenture Trustee on or prior to 12:00 p.m., New York City time, by wire
transfer in immediately available funds at such place and to such account as
may be designated by the Collateral Agent in exchange for the Pledged
Notes.  In the event the Collateral
Agent receives such Redemption Price, the Collateral Agent will, at the written
direction of the Company, apply an amount, out of such Redemption Price, equal
to the aggregate Redemption Amount with respect to the Pledged Notes to
purchase on behalf of the Holders of Normal Units the Treasury Portfolio and
promptly remit the remaining portion of such Redemption Price, if any, to the
Purchase Contract Agent for payment to the Holders of Normal Units.  The Collateral Agent shall Transfer the
Treasury Portfolio to the Collateral Account to secure the obligation of all
Holders of Normal Units to purchase Common Stock of the Company under the
Purchase Contracts constituting a part of such Normal Units, in substitution
for the Pledged Notes.  Thereafter the
Collateral Agent shall have such security interests, rights and obligations
with respect to the Treasury Portfolio as it had in respect of the Pledged
Notes as provided in Articles II, III, IV, V and VI, and any reference herein
to the Notes shall be deemed to be reference to such Treasury Portfolio, and
any reference herein to interest on the Notes shall be deemed to be a reference
to corresponding distributions on such Treasury Portfolio.


 


ARTICLE VII.




REPRESENTATIONS AND WARRANTIES;
COVENANTS


 


SECTION
7.1               Representations and
Warranties.


 


The Holders from
time to time, acting through the Purchase Contract Agent as their
attorney-in-fact (it being understood that the Purchase Contract Agent shall
not be liable for any representation or warranty made by or on behalf of a
Holder), hereby represent and warrant to the Collateral Agent, which representations
and warranties shall be deemed repeated on each day a Holder Transfers
Collateral that:


 


15

















 


(a)   such Holder has the power to
grant a security interest in and lien on the Collateral;


 


(b)   such Holder is the sole
beneficial owner of the Collateral and, in the case of Collateral delivered in
physical form, is the sole holder of such Collateral and is the sole beneficial
owner of, or has the right to Transfer, the Collateral it Transfers to the
Collateral Agent, free and clear of any security interest, lien, encumbrance,
call, liability to pay money or other restriction other than the security
interest and lien granted under Section 2.1;


 


(c)   upon the Transfer of the
Collateral to the Collateral Account, the Collateral Agent, for the benefit of
the Company, will have a valid and perfected first priority security interest
therein (assuming that any central clearing operation or any Intermediary or
other entity not within the control of the Holder involved in the Transfer of
the Collateral, including the Collateral Agent, gives the notices and takes the
action required of it hereunder and under applicable law for perfection of that
interest and assuming the establishment and exercise of control pursuant to Section 2.2);
and


 


(d)   the execution and performance
by the Holder of its obligations under this Agreement will not result in the
creation of any security interest, lien or other encumbrance on the Collateral
other than the security interest and lien granted under Section 2.1 or
violate any provision of any existing law or regulation applicable to it or of
any mortgage, charge, pledge, indenture, contract or undertaking to which it is
a party or which is binding on it or any of its assets.


 


SECTION 7.2               Covenants.


 


The Holders from
time to time, acting through the Purchase Contract Agent as their
attorney-in-fact (it being understood that the Purchase Contract Agent shall
not be liable for any covenant made by or on behalf of a Holder), hereby
covenant to the Collateral Agent that for so long as the Collateral remains
subject to the Pledge:


 


(a)   neither the Purchase Contract
Agent nor such Holders will create or purport to create or allow to subsist any
mortgage, charge, lien, pledge or any other security interest whatsoever over
the Collateral or any part of it other than pursuant to this Agreement; and


 


(b)   neither the Purchase Contract
Agent nor such Holders will sell or otherwise dispose (or attempt to dispose)
of the Collateral or any part of it except for the beneficial interest therein,
subject to the pledge hereunder, transferred in connection with the Transfer of
the Units.


 


ARTICLE VIII.




THE COLLATERAL AGENT


 


SECTION 8.1               Appointment,
Powers and Immunities.


 


(a)   The Collateral Agent shall act
as agent for the Company hereunder with such powers as are specifically vested
in the Collateral Agent by the terms of this Agreement, together


 


16

















 


with
such other powers as are reasonably incidental thereto.  Each of the Collateral Agent, the Custodial
Agent and the Securities Intermediary:


 


(i)            shall have no duties
or responsibilities except those expressly set forth or incorporated in this
Agreement and no implied covenants or obligations shall be inferred from this
Agreement against any of them, nor shall any of them be bound by the provisions
of any agreement by any party hereto beyond the specific or incorporated terms
hereof;


 


(ii)           shall not be
responsible for any recitals contained in this Agreement, or in any certificate
or other document referred to or provided for in, or received by it under, this
Agreement, the Units or the Purchase Contract Agreement (except as specifically
incorporated by reference herein), or for the value, validity, effectiveness,
genuineness, enforceability or sufficiency of this Agreement (other than as
against the Collateral Agent), the Units or the Purchase Contract Agreement or
any other document referred to or provided for herein (except as specifically
incorporated by reference herein) or therein or for any failure by the Company
or any other Person (except the Collateral Agent, the Custodial Agent or the
Securities Intermediary, as the case may be) to perform any of its obligations
hereunder or thereunder or for the perfection, priority or, except as expressly
required hereby, existence, validity, perfection or maintenance of any security
interest created hereunder;


 


(iii)          shall not be required to
initiate or conduct any litigation or collection proceedings hereunder (except
in the case of the Collateral Agent, pursuant to directions furnished under
Section 8.2, subject to Section 8.6);


 


(iv)          shall not be responsible
for any action taken or omitted to be taken by it hereunder or under any other
document or instrument referred to or provided for herein or in connection
herewith or therewith, except for its own negligence, bad faith or willful
misconduct; and


 


(v)           shall not be required
to advise any party as to selling or retaining, or taking or refraining from
taking any action with respect to, the Units or other property deposited
hereunder.


 


Subject to the foregoing,
during the term of this Agreement, the Collateral Agent shall take all
reasonable action in connection with the safekeeping and preservation of the
Collateral hereunder.


 


(b)   No provision of this Agreement
shall require the Collateral Agent, the Custodial Agent or the Securities
Intermediary to expend or risk its own funds or otherwise incur any financial
liability in the performance of any of its duties hereunder.  In no event shall the Collateral Agent, the
Custodial Agent or the Securities Intermediary be liable for any amount in
excess of the value of the Collateral or for any special, indirect, individual,
consequential damages or lost profits or loss of business, arising in
connection with this Agreement. 
Notwithstanding the foregoing, the Collateral Agent, the Custodial
Agent, the Purchase Contract Agent and Securities Intermediary, each in its
individual capacity, hereby waive any right of setoff, banker’s lien, liens or
perfection rights as securities intermediary or any counterclaim with respect
to any of the Collateral.


 


17

















 


(c)   The Collateral Agent, Custodial
Agent and Securities Intermediary shall have no liability whatsoever for the
action or inaction of any Clearing Agency or any book-entry system
thereof.  In no event shall any Clearing
Agency or any book-entry system thereof be deemed an agent or subcustodian of
the Collateral Agent, Custodial Agent and Securities Intermediary.


 


SECTION 8.2               Instructions of the Company.


 


The Company shall
have the right, by one or more instruments in writing executed and delivered to
the Collateral Agent, the Custodial Agent or the Securities Intermediary, as
the case may be, to direct the time, method and place of conducting any
proceeding for the realization of any right or remedy available to the
Collateral Agent, or of exercising any power conferred on the Collateral Agent,
the Custodial Agent or the Securities Intermediary, as the case may be, or to
direct the taking or refraining from taking of any action authorized by this
Agreement; provided, however, that (i) such direction shall not conflict
with the provisions of any law or of this Agreement and (ii) the Collateral
Agent, the Custodial Agent and the Securities Intermediary shall each receive
indemnity reasonably satisfactory to it as provided herein.  Nothing in this Section 8.2 shall
impair the right of the Collateral Agent in its discretion to take any action
or omit to take any action which it deems proper and which is not inconsistent
with such direction.


 


SECTION 8.3               Reliance.


 


Each of the
Securities Intermediary, the Custodial Agent and the Collateral Agent shall be
entitled conclusively to rely upon any certification, order, judgment, opinion,
notice or other communication (including, without limitation, any thereof by
telephone, telecopy, telex or facsimile) believed by it to be genuine and
correct and to have been signed or sent by or on behalf of the proper Person or
Persons (without being required to determine the correctness of any fact stated
therein), and upon advice and statements of legal counsel and other experts
selected by the Collateral Agent, the Custodial Agent or the Securities
Intermediary, as the case may be.  As to
any matters not expressly provided for by this Agreement, the Collateral Agent,
the Custodial Agent and the Securities Intermediary shall in all cases be fully
protected in acting, or in refraining from acting, hereunder in accordance with
instructions given by the Company in accordance with this Agreement.


 


SECTION 8.4               Rights in Other Capacities.


 


The Collateral
Agent, the Custodial Agent and the Securities Intermediary and their affiliates
may (without having to account therefor to the Company) accept deposits from,
lend money to, make their investments in and generally engage in any kind of
banking, trust or other business with the Purchase Contract Agent, any Holder
of Units and any holder of Separate Notes (and any of their respective subsidiaries
or affiliates) as if it were not acting as the Collateral Agent, the Custodial
Agent or the Securities Intermediary, as the case may be, and the Collateral
Agent, the Custodial Agent and the Securities Intermediary and their affiliates
may accept fees and other consideration from the Purchase Contract Agent, any
Holder of Units or any holder of Separate Notes without having to account for
the same to the Company; provided that each of the Securities Intermediary, the
Custodial Agent and the Collateral Agent covenants and agrees with the Company
that, except as provided in this Agreement, it shall not accept,


 


18

















 


receive or permit there to be created in favor of
itself (and waives any right of set-off or banker’s lien with respect to) and
shall take no affirmative action to permit there to be created in favor of any
other Person, any security interest, lien or other encumbrance of any kind in
or upon the Collateral and the Collateral shall not be commingled with any
other assets of any such Person.


 


SECTION 8.5               Non-Reliance on Collateral Agent.


 


None of the
Securities Intermediary, the Custodial Agent or the Collateral Agent shall be
required to keep itself informed as to the performance or observance by the
Purchase Contract Agent or any Holder of Units of this Agreement, the Purchase
Contract Agreement, the Units or any other document referred to or provided for
herein or therein or to inspect the properties or books of the Purchase
Contract Agent or any Holder of Units. 
The Collateral Agent, the Custodial Agent and the Securities
Intermediary shall not have any duty or responsibility to provide the Company
or the Remarketing Agent with any credit or other information concerning the
affairs, financial condition or business of the Purchase Contract Agent, any
Holder of Units or any holder of Separate Notes (or any of their respective
subsidiaries or affiliates) that may come into the possession of the Collateral
Agent, the Custodial Agent or the Securities Intermediary or any of their
respective affiliates.


 


SECTION 8.6               Compensation and Indemnity.


 


The Company
agrees:


 


(a)   to pay each of the Collateral
Agent, the Custodial Agent and the Securities Intermediary from time to time
such compensation as shall be agreed in writing between the Company and the
Collateral Agent, Custodial Agent or the Securities Intermediary, as the case
may be, for all services rendered by each of them hereunder, and


 


(b)   to indemnify the Collateral
Agent, the Custodial Agent and the Securities Intermediary for, and to hold
each of them harmless from and against, any loss, liability or reasonable
out-of-pocket expense incurred without negligence, willful misconduct or bad
faith on its part, arising out of or in connection with the acceptance or
administration of its powers and duties under this Agreement, including the
reasonable out-of-pocket costs and expenses (including reasonable fees and
expenses of counsel) of defending itself against any claim or liability in
connection with the exercise or performance of such powers and duties or
collecting such amounts.  The Collateral
Agent, the Custodial Agent and the Securities Intermediary shall each promptly
notify the Company of any third party claim which may give rise to indemnity
hereunder and give the Company the opportunity to participate in the defense of
such claim with counsel reasonably satisfactory to the indemnified party, and
no such claim shall be settled without the written consent of the Company,
which consent shall not be unreasonably withheld.


 


SECTION 8.7               Failure to Act.


 


In the event of
any ambiguity in the provisions of this Agreement or any dispute between or
conflicting claims by or among the parties hereto or any other Person with
respect to any funds or property deposited hereunder, the Collateral Agent,
Custodial Agent and the Securities Intermediary shall be entitled, after prompt
notice to the Company and the Purchase Contract Agent, at its sole option, to
refuse to comply with any and all claims, demands or instructions


 


19

















 


with respect to such property or funds so long as such
dispute or conflict shall continue, and none of the Collateral Agent, Custodial
Agent or the Securities Intermediary shall be or become liable in any way to
any of the parties hereto for its failure or refusal to comply with such
conflicting claims, demands or instructions. 
The Collateral Agent, Custodial Agent and the Securities Intermediary
shall be entitled to refuse to act until either (i) such conflicting or
adverse claims or demands shall have been finally determined by a court of
competent jurisdiction or settled by agreement between the conflicting parties
as evidenced in a writing, reasonably satisfactory to the Collateral Agent,
Custodial Agent or the Securities Intermediary, as the case may be, or
(ii) the Collateral Agent, the Custodial Agent or the Securities
Intermediary, as the case may be, shall have received security or an indemnity
reasonably satisfactory to the Collateral Agent, Custodial Agent or the
Securities Intermediary, as the case may be, sufficient to save the Collateral
Agent, Custodial Agent or the Securities Intermediary, as the case may be,
harmless from and against any and all loss, liability or reasonable out-of-pocket
expense which the Collateral Agent, Custodial Agent or the Securities
Intermediary, as the case may be, may incur by reason of its acting without bad
faith, willful misconduct or negligence. 
The Collateral Agent, Custodial Agent or the Securities Intermediary may
in addition elect to commence an interpleader action or seek other judicial
relief or orders as the Collateral Agent, Custodial Agent or the Securities
Intermediary, as the case may be, may deem necessary.  Notwithstanding anything contained herein to the contrary, none
of the Collateral Agent, Custodial Agent or the Securities Intermediary shall
be required to take any action that is in its opinion contrary to law or to the
terms of this Agreement, or which would in its opinion subject it or any of its
officers, employees or directors to liability.


 


SECTION 8.8               Resignation.


 


Subject to the
appointment and acceptance of a successor Collateral Agent, Custodial Agent or
Securities Intermediary, as provided below, (a) the Collateral Agent,
Custodial Agent and the Securities Intermediary may resign at any time by
giving notice thereof to the Company and the Purchase Contract Agent as
attorney-in-fact for the Holders of Units, (b) the Collateral Agent,
Custodial Agent and the Securities Intermediary may be removed at any time by
the Company and (c) if the Collateral Agent, Custodial Agent or the
Securities Intermediary fails to perform any of its material obligations
hereunder in any material respect for a period of not less than 20 days after
receiving written notice of such failure by the Purchase Contract Agent and
such failure shall be continuing, the Collateral Agent, Custodial Agent or the
Securities Intermediary may be removed by the Purchase Contract Agent.  The Purchase Contract Agent shall promptly
notify the Company of any removal of the Collateral Agent, the Custodial Agent
or the Securities Intermediary pursuant to clause (c) of the immediately
preceding sentence.  Upon any such
resignation or removal, the Company shall have the right to appoint a successor
Collateral Agent, Custodial Agent or Securities Intermediary, as the case may
be.  If no successor Collateral Agent,
Custodial Agent or Securities Intermediary, as the case may be, shall have been
so appointed and shall have accepted such appointment within 30 days after the
retiring Collateral Agent’s, Custodial Agent’s or Securities Intermediary’s
giving of notice of resignation or such removal, then the retiring Collateral
Agent, Custodial Agent or Securities Intermediary, as the case may be, may at
the Company’s expense petition any court of competent jurisdiction for the
appointment of a successor Collateral Agent, Custodial Agent or Securities
Intermediary, as the case may be.  Each
of the Collateral Agent, Custodial Agent and the Securities Intermediary shall
be a bank which has an office in New York, New York with a


 


20

















 


combined capital and surplus of at least
$50,000,000.  Upon the acceptance of any
appointment as Collateral Agent, Custodial Agent or Securities Intermediary, as
the case may be, hereunder by a successor Collateral Agent, Custodial Agent or
Securities Intermediary, as the case may be, such successor shall thereupon
succeed to and become vested with all the rights, powers, privileges and duties
of the retiring Collateral Agent, Custodial Agent or Securities Intermediary,
as the case may be, and the retiring Collateral Agent, Custodial Agent or
Securities Intermediary, as the case may be, shall take all appropriate action
to transfer any money and property held by it hereunder (including the
Collateral) to such successor.  The
retiring Collateral Agent, Custodial Agent or Securities Intermediary shall,
upon such succession, be discharged from its duties and obligations as
Collateral Agent, Custodial Agent or Securities Intermediary hereunder.  After any retiring Collateral Agent’s,
Custodial Agent’s or Securities Intermediary’s resignation hereunder as
Collateral Agent, Custodial Agent or Securities Intermediary, the provisions of
this Section 8.8 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 the
Collateral Agent, Custodial Agent or Securities Intermediary.  Any resignation or removal of the Collateral
Agent hereunder shall be deemed for all purposes of this Agreement as the
simultaneous resignation or removal of the Custodial Agent and the Securities
Intermediary hereunder.


 


Any corporation
into which the Collateral Agent, the Custodial Agent or the Securities
Intermediary, in its individual capacity, may be merged or converted or with
which it may be consolidated, or any corporation resulting from any merger,
conversion or consolidation to which the Collateral Agent in its individual
capacity shall be a party, or any corporation to which substantially all the
corporate trust business of the Collateral Agent in its individual capacity may
be transferred, shall be the Collateral Agent, the Custodial Agent, or the
Securities Intermediary, as the case may be, respectively, under this Agreement
without further act.


 


SECTION 8.9               Right to Appoint Agent or Advisor.


 


The Collateral
Agent shall have the right to appoint agents or advisors in connection with any
of its duties hereunder, and the Collateral Agent shall not be liable for any
action taken or omitted by, or in reliance upon the advice of, such agents or
advisors selected in good faith.  The
appointment of agents pursuant to this Section 8.9 shall be subject to
prior consent of the Company, which consent shall not be unreasonably withheld.


 


SECTION 8.10             Survival.


 


The provisions of
this Article VIII shall survive termination of this Agreement and the
resignation or removal of the Collateral Agent, the Custodial Agent or the
Securities Intermediary.


 


SECTION 8.11             Exculpation.


 


Anything in this
Agreement to the contrary notwithstanding, in no event shall any of the
Collateral Agent, the Custodial Agent or the Securities Intermediary or their
officers, employees or agents be liable under this Agreement to any third party
for indirect, special, punitive or consequential loss or damage of any kind
whatsoever, including lost profits, whether or not the likelihood of such loss
or damage was known to the Collateral Agent, the Custodial Agent or the


 


21

















 


Securities Intermediary, or any of them, incurred
without any act or deed that is found to be attributable to negligence, bad
faith or willful misconduct on the part of the Collateral Agent, the Custodial
Agent or the Securities Intermediary.


 


ARTICLE IX.




AMENDMENT


 


SECTION 9.1               Amendment Without Consent of Holders.


 


Without the
consent of any Holders, the Company, the Collateral Agent, the Custodial Agent,
the Securities Intermediary and the Purchase Contract Agent, at any time and
from time to time, may amend this Agreement, in form satisfactory to the
Company, the Collateral Agent, the Custodial Agent, the Securities Intermediary
and the Purchase Contract Agent, for any of the following purposes:


 


(i)            to evidence the
succession of another Person to the Company, and the assumption by any such
successor of the covenants of the Company herein; or


 


(ii)           to add to the covenants
of the Company for the benefit of the Holders, or to surrender any right or
power herein conferred upon the Company so long as such covenants or such
surrender do not adversely affect the validity, perfection or priority of the
security interests granted or created hereunder; or


 


(iii)          to evidence and provide
for the acceptance of appointment hereunder by a successor Collateral Agent,
Custodial Agent, Securities Intermediary or Purchase Contract Agent; or


 


(iv)          to cure any ambiguity,
to correct or supplement any provisions herein which may be inconsistent with
any other such provisions herein, or to make any other provisions with respect
to such matters or questions arising under this Agreement, provided such action
shall not adversely affect the interests of the Holders.


 


SECTION 9.2               Amendment with Consent of Holders.


 


With the consent
of the Holders of not less than a majority of the Purchase Contracts at the
time outstanding voting together as one class, by Act of said Holders delivered
to the Company, the Purchase Contract Agent or the Collateral Agent, as the
case may be, the Company, the Purchase Contract Agent, the Collateral Agent,
the Custodial Agent and the Securities Intermediary may amend this Agreement
for the purpose of modifying in any manner the provisions of this Agreement or
the rights of the Holders in respect of the Units; provided, however, that no
such supplemental agreement shall, without the consent of the Holder of each
Outstanding Unit adversely affected thereby,


 


(i)            change the amount or
type of Collateral underlying a Unit (except for the rights of holders of
Normal Units to substitute the Treasury Securities for the Pledged Notes,
Pledged Treasury Consideration or the appropriate Pledged Applicable Ownership
Interest in the Treasury Portfolio, as the case may be, or the rights of
Holders of Stripped Units


 


22

















 


to
substitute Notes or the appropriate Treasury Consideration or the appropriate
Applicable Ownership Interest in the Treasury Portfolio, as applicable, for the
Pledged Treasury Securities), impair the right of the Holder of any Unit to
receive distributions on the underlying Collateral or otherwise adversely
affect the Holder’s rights in or to such Collateral; or


 


(ii)           otherwise effect any
action that would require the consent of the Holder of each Outstanding Unit
affected thereby pursuant to the Purchase Contract Agreement if such action
were effected by an agreement supplemental thereto; or


 


(iii)          reduce the percentage of
Purchase Contracts the consent of whose Holders is required for any such
amendment.


 


It shall not be
necessary for any Act of Holders under this Section to approve the particular
form of any proposed amendment, but it shall be sufficient if such Act shall
approve the substance thereof.


 


SECTION 9.3               Execution of Amendments.


 


In executing any
amendment permitted by this Section, the Collateral Agent, the Custodial Agent,
the Securities Intermediary and the Purchase Contract Agent shall be entitled
to receive and (subject to Section 6.1 hereof, with respect to the
Collateral Agent, and Section 7.1 of the Purchase Contract Agreement, with
respect to the Purchase Contract Agent) shall be fully protected in relying
upon, an officer’s certificate and Opinion of Counsel stating that the
execution of such amendment is authorized or permitted by this Agreement and
that all conditions precedent, if any, to the execution and delivery of such
amendment have been satisfied and, in the case of an amendment pursuant to
Section 9.1, that such amendment does not adversely affect the validity,
perfection or priority of the security interests granted or created hereunder.


 


SECTION 9.4               Effect of Amendments.


 


Upon the execution
of any amendment under this Article IX, this Agreement shall be modified in
accordance therewith, and such amendment shall form a part of this Agreement
for all purposes; and every Holder of Certificates theretofore or thereafter
authenticated, executed on behalf of the Holders and delivered under the
Purchase Contract Agreement shall be bound thereby.


 


SECTION 9.5               Reference to Amendments.


 


Certificates
authenticated, executed on behalf of the Holders and delivered after the
execution of any amendment pursuant to this Article IX may, and shall if
required by the Collateral Agent or the Purchase Contract Agent, bear a
notation in form approved by the Purchase Contract Agent and the Collateral
Agent as to any matter provided for in such amendment.  If the Company shall so determine, new
Certificates so modified as to conform, in the opinion of the Collateral Agent,
the Purchase Contract Agent and the Company, to any such amendment may be
prepared and executed by the Company and authenticated, executed on behalf of
the Holders and delivered by the Purchase Contract Agent in accordance with the
Purchase Contract Agreement in exchange for outstanding Certificates.


 


23

















 


ARTICLE X.


 


MISCELLANEOUS


 


SECTION 10.1             No
Waiver.


 


No failure on the
part of any party hereto or any of its agents to exercise, and no course of
dealing with respect to, and no delay in exercising, any right, power or remedy
hereunder shall operate as a waiver thereof; nor shall any single or partial
exercise by any party hereto or any of its agents of any right, power or remedy
hereunder preclude any other or further exercise thereof or the exercise of any
other right, power or remedy.  The
remedies herein are cumulative and are not exclusive of any remedies provided
by law.


 


SECTION 10.2             GOVERNING LAW.


 


THIS AGREEMENT
SHALL BE GOVERNED BY AND DEEMED TO BE A CONTRACT UNDER, AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAWS
PRINCIPLES THEREOF.  Without limiting
the foregoing, the above choice of law is expressly agreed to by the Securities
Intermediary, the Collateral Agent, the Custodial Agent and the Holders from
time to time acting through the Purchase Contract Agent, as their
attorney-in-fact, in connection with the establishment and maintenance of the
Collateral Account, which law, for purposes of the Code, shall be deemed to be
the law governing all Security Entitlements related thereto.  In addition, such parties agree that, for
purposes of the Code, New York shall be the Securities Intermediary’s
jurisdiction.  The Company, the
Collateral Agent and the Holders from time to time of the Units, acting through
the Purchase Contract Agent as their attorney-in-fact, hereby submit to the
nonexclusive jurisdiction of the United States District Court for the Southern
District of New York and of any New York state court sitting in New York City
for the purposes of all legal proceedings arising out of or relating to this
Agreement or the transactions contemplated hereby.  The Company, the Collateral Agent and the Holders from time to
time of the Units, acting through the Purchase Contract Agent as their
attorney-in-fact, irrevocably waive, to the fullest extent permitted by
applicable law, any objection which they may now or hereafter have to the
laying of the venue of any such proceeding brought in such a court and any
claim that any such proceeding brought in such a court has been brought in an
inconvenient forum.


 


SECTION 10.3             Notices.


 


Unless otherwise
stated herein, all notices, requests, consents and other communications
provided for herein (including, without limitation, any modifications of, or waivers
or consents under, this Agreement) shall be given or made in writing
(including, without limitation, by telecopy) delivered to the intended
recipient at the “Address for Notices” specified below its name on the
signature pages hereof (or in the case of Holders, may be made and deemed given
as provided in Sections 1.5 and 1.6 of the Purchase Contract Agreement) or, as
to any party, at such other address as shall be designated by such party in a
notice to the other parties.  Except as
otherwise provided in this Agreement, all such communications shall be deemed
to have been


 


24

















 


duly given when personally delivered or, in the case
of a mailed notice or notice transmitted by telecopier, upon receipt, in each
case given or addressed as aforesaid.


 


SECTION 10.4             Successors and Assigns.


 


This Agreement
shall be binding upon and inure to the benefit of the respective successors and
assigns of the Company, the Collateral Agent, the Custodial Agent, the
Securities Intermediary and the Purchase Contract Agent, and the Holders from
time to time of the Units, by their acceptance of the same, shall be deemed to
have agreed to be bound by the provisions hereof and to have ratified the
agreements of, and the grant of the Pledge hereunder by, the Purchase Contract
Agent.


 


SECTION 10.5             Counterparts.


 


This Agreement may
be executed in any number of counterparts, all of which taken together shall
constitute one and the same instrument, and any of the parties hereto may execute
this Agreement by signing any such counterpart.


 


SECTION 10.6             Severability.


 


If any provision
hereof is invalid and unenforceable in any jurisdiction, then, to the fullest
extent permitted by law, (i) the other provisions hereof shall remain in
full force and effect in such jurisdiction and shall be liberally construed in
order to carry out the intentions of the parties hereto as nearly as may be
possible and (ii) the invalidity or unenforceability of any provision
hereof in any jurisdiction shall not affect the validity or enforceability of
such provision in any other jurisdiction.


 


SECTION 10.7             Expenses,
Etc.


 


The Company agrees
to reimburse the Collateral Agent, the Securities Intermediary and the
Custodial Agent for:


 


(a)   all reasonable out-of-pocket costs
and all reasonable expenses of the Collateral Agent, the Custodial Agent and
the Securities Intermediary (including, without limitation, the reasonable fees
and expenses of counsel to the Collateral Agent, the Custodial Agent and the
Securities Intermediary), in connection with (i) the negotiation,
preparation, execution and delivery or performance of this Agreement and
(ii) any modification, supplement or waiver of any of the terms of this
Agreement;


 


(b)   all reasonable costs and
expenses of the Collateral Agent (including, without limitation, reasonable
fees and expenses of counsel) in connection with (i) any enforcement or
proceedings resulting or incurred in connection with causing any Holder of
Units to satisfy its obligations under the Purchase Contracts forming a part of
the Units and (ii) the enforcement of this Section 10.7; and


 


(c)   all transfer, stamp,
documentary or other similar taxes, assessments or charges levied by any
governmental or revenue authority in respect of this Agreement or any other
document referred to herein and all costs, expenses, taxes, assessments and
other charges


 


25

















 


incurred
in connection with any filing, registration, recording or perfection of any
security interest contemplated hereby.


 


SECTION 10.8             Security Interest Absolute.


 


All rights of the
Collateral Agent and security interests hereunder, and all obligations of the
Holders from time to time hereunder, shall be absolute and unconditional
irrespective of:


 


(a)   any lack of validity or
enforceability of any provision of the Purchase Contracts or the Units or any
other agreement or instrument relating thereto;


 


(b)   any change in the time, manner
or place of payment of, or any other term of, or any increase in the amount of,
all or any of the obligations of Holders of Units under the related Purchase
Contracts, or any other amendment or waiver of any term of, or any consent to
any departure from any requirement of, the Purchase Contract Agreement or any
Purchase Contract or any other agreement or instrument relating thereto; or


 


(c)   any other circumstance which
might otherwise constitute a defense available to, or discharge of, a borrower,
a guarantor or a pledgor.


 


SECTION 10.9             WAIVER OF JURY TRIAL.


 


EACH PARTY
ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS
AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE
IT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A
TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT
OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.


 


26

















 


IN WITNESS WHEREOF, the parties hereto have caused
this Agreement to be duly executed as of the day and year first above written.


 


	
   

  	
  AMEREN CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Address for Notices:

  
	
   

  	
   

  
	
   

  	
  Ameren Corporation

  
	
   

  	
  1901 Chouteau Avenue

  
	
   

  	
  St. Louis, Missouri 63103

  
	
   

  	
  Attention: Treasurer

  
	
   

  	
  Telecopy:  (314) 554-3066

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
                           ,
  as Purchase Contract Agent and as attorney-in-fact of the Holders from time
  to time of the Units

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Address for Notices:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Attention:

  	
   

  	
   

  
	
   

  	
  Telecopy:

  	
   

  	
   

  
						



 


27

















 


	
   

  	
                             ,
  as Collateral Agent, Custodial Agent and Securities Intermediary

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Address for Notices:

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  c/o 

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Attn:

  	
   

  	
   

  
							



 


28

















 


EXHIBIT A


 


Instruction to Custodial Agent Regarding Remarketing


 


 


    as
Collateral Agent 

c/o 


 


 


Attn: 


 


Re:          Notes
of Ameren Corporation (the “Company”)


 


The undersigned
hereby notifies you in accordance with Section 4.5(d) of the Pledge Agreement,
dated as of
                    
(the “Pledge Agreement”), among the Company, yourselves, as Collateral Agent,
Securities Intermediary and Custodial Agent, and
                          ,
as Purchase Contract Agent and as attorney-in-fact for the Holders of Normal
Units and Stripped Units from time to time, that the undersigned elects to
deliver
$                    
aggregate principal amount of Notes for delivery to the Remarketing Agent on
the fourth Business Day immediately preceding the first day of any Remarketing
Period for remarketing pursuant to Section 4.5(d) of the Pledge
Agreement.  The undersigned will, upon
request of the Remarketing Agent, execute and deliver any additional documents
deemed by the Remarketing Agent or by the Company to be necessary or desirable
to complete the sale, assignment and transfer of the Notes tendered hereby.


 


The undersigned
hereby instructs you, upon receipt of the proceeds of such remarketing from the
Remarketing Agent, net of amounts payable to the Remarketing Agent in
accordance with the Pledge Agreement, to deliver such proceeds to the
undersigned in accordance with the instructions indicated herein under “A.
Payment Instructions.”  The undersigned
hereby instructs you, in the event of a Failed Remarketing or the Last Failed
Remarketing, upon receipt of the Notes tendered herewith from the Remarketing
Agent, to deliver such Notes to the person(s) and the address(es) indicated
herein under “B. Delivery Instructions.”


 


With this notice,
the undersigned hereby (i) represents and warrants that the undersigned
has full power and authority to tender, sell, assign and transfer the Notes
tendered hereby and that the undersigned is the record owner of any Notes
tendered herewith in physical form or a participant in The Depository Trust
Company (“DTC”) and the beneficial owner of any Notes tendered herewith by
book-entry transfer to your account at DTC and (ii) agrees to be bound by
the terms and conditions of Section 4.5(d) of the Pledge Agreement.  Capitalized terms used herein but not
defined shall have the meaning set forth or incorporated by reference in the
Pledge Agreement.


 


	
  Date:

  	
   

  
	
   

  	
   

  
	
   

  	
  Signature:

  	
   

  
	
   

  	
   

  
	
   

  	
  Signature Guarantee:

  	
   

  
				



 


A-1

















 


Please print name
and address:


 


	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Name

  	
   

  	
  Social Security
  or other Taxpayer

  Identification Number, if any

  
	
   

  	
   

  	
   

  
	
  Address

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
					



 


 


	
  A.            PAYMENT INSTRUCTIONS

  	
   

  	
  B.            DELIVERY
  INSTRUCTIONS

  	
   

  
	
  Proceeds of the
  remarketing should be paid by check in the name of the person(s) set forth
  below and mailed to the address set forth below.

  	
   

  	
  In the event of
  a Failed Remarketing or the Last Failed Remarketing, Notes which are in
  physical form should be delivered to the person(s) set forth below and mailed
  to the address set forth below.

  	
   

  
	
  Name(s)

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name(s)

  	
   

  
	
  (Please Print)

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (Please Print)

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Address

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Address

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  (Please Print)

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  (Zip Code)

  	
   

  	
  (Please Print)

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (Zip Code)

  	
   

  
	
  (Tax Identification or Social

  Security Number)

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (Tax Identification or Social

  Security Number)

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  In the event of
  a Failed Remarketing or the Last Failed Remarketing, Notes which are in
  book-entry form should be credited to the account at The Depository Trust
  Company set forth below.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  DTC Account Number

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name of Account

  	
   

  
	
   

  	
   

  	
  Party:

  	
   

  	
   

  
							



 


A-2

















 


EXHIBIT B


 


Instruction to Custodial Agent Regarding Withdrawal from
Remarketing


 


 


    as
Collateral Agent 


c/o 


 


 


Attn:


 


Re:          Notes
of Ameren Corporation (the “Company”)


 


The undersigned
hereby notifies you in accordance with Section 4.5(d) of the Pledge
Agreement, dated as of
                    
(the “Pledge Agreement”), among the Company, yourselves, as Collateral Agent,
Securities Intermediary and Custodial Agent and                                ,
as Purchase Contract Agent and as attorney-in-fact for the Holders of Normal
Units and Stripped Units from time to time, that the undersigned elects to
withdraw the
$            aggregate
principal amount of Notes delivered to the Custodial Agent on
                               
for remarketing pursuant to Section 4.5(d) of the Pledge Agreement.  The undersigned hereby instructs you to
return such Notes to the undersigned in accordance with the undersigned’s
instructions.  With this notice, the
Undersigned hereby agrees to be bound by the terms and conditions of
Section 4.5(d) of the Pledge Agreement. 
Capitalized terms used herein but not defined shall have the meaning set
forth in the Pledge Agreement.


 


	
  Date:

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Signature:

  	
   

  
	
   

  	
   

  
	
   

  	
  Signature Guarantee: 

  	
   

  
						



 


Please print name
and address:


 


	
   

  	
   

  	
   

  	
   

  
	
  Name

  	
   

  	
   

  	
  Social Security
  or other Taxpayer

  Identification Number, if any

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Address

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  



 


B-1