Exhibit 10.6.2

EXECUTION COUNTERPART

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SECOND AMENDED AND RESTATED CREDIT AGREEMENT

dated as of December 15, 2005

among

MIDWEST GENERATION, LLC

and

THE LENDERS REFERRED TO HEREIN

and

CITICORP NORTH AMERICA, INC.,
as Administrative Agent for the Lenders

and

THE ISSUING LENDERS REFERRED TO HEREIN

CITIGROUP GLOBAL MARKETS INC.,
as Sole Lead Arranger

CITIGROUP GLOBAL MARKETS INC.,
as Sole Bookrunner

CITIGROUP GLOBAL MARKETS INC.,
as Syndication Agent

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TABLE OF CONTENTS

|                                                       |                                                      | Page                                                             
|------------------------------------------------------ | ---------------------------------------------------- | -----------------------------------------------------------------
|ARTICLE I DEFINITIONS AND ACCOUNTING TERMS             |                                                      | 1                                                                
|                                                       | SECTION 1.1 Defined Terms                            |                                                                  
|                                                       | SECTION 1.2 Use of Defined Terms                     |                                                                  
|                                                       | SECTION 1.3 Cross-References                         |                                                                  
|                                                       | SECTION 1.4 Accounting and Financial Determinations  |                                                                  
|ARTICLE II COMMITMENTS AND BORROWING PROCEDURES        |                                                      | 38                                                               
|                                                       | SECTION 2.1 Commitments                              |                                                                  
|                                                       |                                                      | SECTION 2.1.1 Term Loans                                         
|                                                       |                                                      | SECTION 2.1.2 Revolver Loans                                     
|                                                       | SECTION 2.2 Loans                                    |                                                                  
|                                                       |                                                      | SECTION 2.2.1 Obligations of Lenders                             
|                                                       |                                                      | SECTION 2.2.2 Type of Loans                                      
|                                                       |                                                      | SECTION 2.2.3 Minimum Amounts; Limitation on Number of Loans     
|                                                       |                                                      | SECTION 2.2.4 Limitations on Interest Periods                    
|                                                       | SECTION 2.3 Borrowing Procedure                      |                                                                  
|                                                       | SECTION 2.4 Continuation and Conversion Elections    |                                                                  
|                                                       | SECTION 2.5 Funding                                  |                                                                  
|                                                       | SECTION 2.6 Letters of Credit                        |                                                                  
|                                                       |                                                      | SECTION 2.6.1 Notice of Issuance, Amendment, Renewal or Extension
|                                                       |                                                      | SECTION 2.6.2 Limitations on Amounts                             
|                                                       |                                                      | SECTION 2.6.3 Expiration Date                                    
|                                                       |                                                      | SECTION 2.6.4 Participations                                     
|                                                       |                                                      | SECTION 2.6.5 Reimbursement                                      
|                                                       |                                                      | SECTION 2.6.6 Obligations Absolute                               
|                                                       |                                                      | SECTION 2.6.7 Disbursement Procedures                            
|                                                       |                                                      | SECTION 2.6.8 Interim Interest                                   
|                                                       |                                                      | SECTION 2.6.9 Addition and Replacement of Issuing Lenders        
|                                                       |                                                      | SECTION 2.6.10 Cash Collateralization                            
|                                                       |                                                      | SECTION 2.6.11 Existing Letters of Credit                        
|ARTICLE III REPAYMENTS, PREPAYMENTS, INTEREST AND FEES |                                                      | 44                                                               
|                                                       | SECTION 3.1 Repayments, Amortization and Prepayments |                                                                  
|                                                       |                                                      | SECTION 3.1.1 Optional Prepayments and Commitment Reductions     
|                                                       |                                                      | SECTION 3.1.2 Mandatory Prepayments                              
|                                                       |                                                      | SECTION 3.1.3 Acceleration; Penalty                              
|                                                       | SECTION 3.2 Interest Provisions                      |                                                                  
|                                                       |                                                      | SECTION 3.2.1 Rates                                              
|                                                       |                                                      | SECTION 3.2.2 Default Rates                                      
|                                                       |                                                      | SECTION 3.2.3 Payment Dates                                      
|                                                       |                                                      | SECTION 3.2.4 Interest Rate Determination                        
|                                                       | SECTION 3.3 Fees                                     |                                                                  
|                                                       | SECTION 3.3.1 Commitment Fee                         |                                                                  
|                                                       | SECTION 3.3.2 Letter of Credit Fees                  |                                                                  
|                                                       | SECTION 3.3.3 Other Fees                             |                                                                  
|                                                       | SECTION 3.3.4 Payment of Fees                        |                                                                  
|ARTICLE IV CERTAIN LIBO RATE AND OTHER PROVISIONS      |                                                      | 48                                                               
|                                                       | SECTION 4.1 LIBO Rate Lending Unlawful               |                                                                  
|                                                       |                                                      |                                                                  

ii

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|                                          | SECTION 4.2 Inability to Determine Rates                                                   |                                                          | 49
|----------------------------------------- | ------------------------------------------------------------------------------------------ | -------------------------------------------------------- | --
|                                          | SECTION 4.3 Increased LIBO Rate Loan Costs                                                 |                                                          | 49
|                                          | SECTION 4.4 Obligation to Mitigate                                                         |                                                          | 49
|                                          | SECTION 4.5 Funding Losses                                                                 |                                                          | 50
|                                          | SECTION 4.6 Increased Capital Costs                                                        |                                                          | 50
|                                          | SECTION 4.7 Taxes                                                                          |                                                          | 50
|                                          | SECTION 4.8 Payments, Computations                                                         |                                                          | 51
|                                          | SECTION 4.9 Sharing of Payments                                                            |                                                          | 52
|                                          | SECTION 4.10 Setoff                                                                        |                                                          | 52
|                                          | SECTION 4.11 Replacement of Lender                                                         |                                                          | 52
|ARTICLE V CONDITIONS TO LOANS             |                                                                                            | 53                                                      
|                                          | SECTION 5.1 Conditions to Effectiveness                                                    |                                                          | 53
|                                          |                                                                                            | SECTION 5.1.1 Delivery of Loan Documents                 |   
|                                          |                                                                                            | SECTION 5.1.2 Officer's Certificates                     |   
|                                          |                                                                                            | SECTION 5.1.3 Resolutions                                |   
|                                          |                                                                                            | SECTION 5.1.4 Opinions of Counsel                        |   
|                                          |                                                                                            | SECTION 5.1.5 Closing Fees, Expenses                     |   
|                                          |                                                                                            | SECTION 5.1.6 Financial Statements                       |   
|                                          |                                                                                            | SECTION 5.1.7 Funds Flow Undertaking                     |   
|                                          |                                                                                            | SECTION 5.1.8 Lien Search; Recordings and Filings        |   
|                                          |                                                                                            | SECTION 5.1.9 Collateral Trust Agreement                 |   
|                                          |                                                                                            | SECTION 5.1.10 Title Policies                            |   
|                                          |                                                                                            | SECTION 5.1.11 [Reserved]                                |   
|                                          |                                                                                            | SECTION 5.1.12 Approvals                                 |   
|                                          |                                                                                            | SECTION 5.1.13 Ratings                                   |   
|                                          |                                                                                            | SECTION 5.1.14 Energy Trading Risk Management            |   
|                                          |                                                                                            | SECTION 5.1.15 Insurance                                 |   
|                                          | SECTION 5.2 Credit Extensions                                                              |                                                          | 56
|                                          |                                                                                            | SECTION 5.2.1 Representations and Warranties; No Default |   
|                                          |                                                                                            | SECTION 5.2.2 Borrowing or Letter of Credit Request      |   
|                                          | SECTION 5.3 Satisfactory Legal Form                                                        |                                                          | 57
|ARTICLE VI REPRESENTATIONS AND WARRANTIES |                                                                                            | 57                                                      
|                                          | SECTION 6.1 Financial Information                                                          |                                                          | 57
|                                          | SECTION 6.2 Organization; Power                                                            |                                                          | 57
|                                          | SECTION 6.3 Due Authorization; Non-Contravention                                           |                                                          | 57
|                                          | SECTION 6.4 Approvals                                                                      |                                                          | 58
|                                          | SECTION 6.5 Accuracy of Information                                                        |                                                          | 58
|                                          | SECTION 6.6 Validity                                                                       |                                                          | 58
|                                          | SECTION 6.7 Compliance with Law and Contractual Obligations                                |                                                          | 58
|                                          | SECTION 6.8 Regulations T, U and X                                                         |                                                          | 58
|                                          | SECTION 6.9 Litigation                                                                     |                                                          | 59
|                                          | SECTION 6.10 Ownership of Properties                                                       |                                                          | 59
|                                          | SECTION 6.11 Taxes                                                                         |                                                          | 59
|                                          | SECTION 6.12 Investment Company Act; Public Utility Holding Company Act; Other Regulations |                                                          | 59
|                                          | SECTION 6.13 Environmental Warranties                                                      |                                                          | 60
|                                          | SECTION 6.14 The Obligations                                                               |                                                          | 60
|                                          | SECTION 6.15 Pension and Welfare Plans                                                     |                                                          | 60
|                                          | SECTION 6.16 Solvency                                                                      |                                                          | 61
|                                          |                                                                                            |                                                         

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|                               | SECTION 6.17 Subsidiaries                    |                                                                                    | 61
|------------------------------ | -------------------------------------------- | ---------------------------------------------------------------------------------- | --
|ARTICLE VII COVENANTS          |                                              | 61                                                                                
|                               | SECTION 7.1 Affirmative Covenants            |                                                                                    | 61
|                               |                                              | SECTION 7.1.1 Financial Information, Reports, Notices                              |   
|                               |                                              | SECTION 7.1.2 Continuation of Business and Maintenance of Existence                |   
|                               |                                              | SECTION 7.1.3 Compliance with Requirements of Law and Contractual Obligations      |   
|                               |                                              | SECTION 7.1.4 Maintenance of Facilities                                            |   
|                               |                                              | SECTION 7.1.5 Insurance                                                            |   
|                               |                                              | SECTION 7.1.6 Books and Records                                                    |   
|                               |                                              | SECTION 7.1.7 Environmental Covenant                                               |   
|                               |                                              | SECTION 7.1.8 Further Assurances                                                   |   
|                               |                                              | SECTION 7.1.9 Financial Covenants                                                  |   
|                               |                                              | SECTION 7.1.10 Use of Proceeds                                                     |   
|                               |                                              | SECTION 7.1.11 Recovery Events                                                     |   
|                               |                                              | SECTION 7.1.12 Separateness                                                        |   
|                               | SECTION 7.2 Negative Covenants               |                                                                                    | 67
|                               |                                              | SECTION 7.2.1 Restrictions on Indebtedness                                         |   
|                               |                                              | SECTION 7.2.2 Liens                                                                |   
|                               |                                              | SECTION 7.2.3 Consolidation, Merger                                                |   
|                               |                                              | SECTION 7.2.4 Asset Sales                                                          |   
|                               |                                              | SECTION 7.2.5 Investments                                                          |   
|                               |                                              | SECTION 7.2.6 Transactions with Affiliates                                         |   
|                               |                                              | SECTION 7.2.7 Restricted Payments                                                  |   
|                               |                                              | SECTION 7.2.8 Capital Expenditures                                                 |   
|                               |                                              | SECTION 7.2.9 Restrictive Agreements                                               |   
|                               |                                              | SECTION 7.2.10 Limitation on Lines of Business                                     |   
|                               |                                              | SECTION 7.2.11 Limitation on Electricity Market Risk Exposure                      |   
|                               |                                              | SECTION 7.2.12 Energy and Fuel Risk Management Policies                            |   
|                               |                                              | SECTION 7.2.13 Amendment, Modification or Waiver of Certain Documents              |   
|ARTICLE VIII EVENTS OF DEFAULT |                                              | 73                                                                                
|                               | SECTION 8.1 Listing of Events of Default     |                                                                                    | 73
|                               |                                              | SECTION 8.1.1 Non-Payment of Obligations                                           |   
|                               |                                              | SECTION 8.1.2 Breach of Warranty                                                   |   
|                               |                                              | SECTION 8.1.3 Non-Performance of Certain Covenants and Obligations                 |   
|                               |                                              | SECTION 8.1.4 Non-Performance of Other Covenants and Obligations                   |   
|                               |                                              | SECTION 8.1.5 Default on other Indebtedness; Payment Default under EMMT Agreements |   
|                               |                                              | SECTION 8.1.6 Bankruptcy, Insolvency                                               |   
|                               |                                              | SECTION 8.1.7 Pension Plans                                                        |   
|                               |                                              | SECTION 8.1.8 Judgments                                                            |   
|                               |                                              | SECTION 8.1.9 Regulatory Violation                                                 |   
|                               |                                              | SECTION 8.1.10 Loan Documentation                                                  |   
|                               |                                              | SECTION 8.1.11 Change-In-Control                                                   |   
|                               |                                              | SECTION 8.1.12 Powerton/Joliet Leases                                              |   
|                               |                                              | SECTION 8.1.13 EME Obligations                                                     |   
|                               |                                              | SECTION 8.1.14 Powerton/Joliet Documentation                                       |   
|                               |                                              | SECTION 8.1.15 EME Default                                                         |   
|                               | SECTION 8.2 Action if Bankruptcy             |                                                                                    | 76
|                               | SECTION 8.3 Action if Other Event of Default |                                                                                    | 76
|                               | SECTION 8.4 Rescission of Declaration        |                                                                                    | 76
|                               |                                              |                                                                                   

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|ARTICLE IX THE ADMINISTRATIVE AGENT |                                                                   | 77
|----------------------------------- | ----------------------------------------------------------------- | --
|                                    | SECTION 9.1 Actions                                               |   
|                                    | SECTION 9.2 Funding Reliance                                      |   
|                                    | SECTION 9.3 Exculpation                                           |   
|                                    | SECTION 9.4 Successor                                             |   
|                                    | SECTION 9.5 Loans by CNAI                                         |   
|                                    | SECTION 9.6 Reliance by Administrative Agent                      |   
|                                    | SECTION 9.7 Notice of Default                                     |   
|                                    | SECTION 9.8 Credit Decisions                                      |   
|                                    | SECTION 9.9 Copies                                                |   
|                                    | SECTION 9.10 Collateral                                           |   
|ARTICLE X MISCELLANEOUS PROVISIONS  |                                                                   | 80
|                                    | SECTION 10.1 Waivers, Amendments                                  |   
|                                    | SECTION 10.2 Notices                                              |   
|                                    | SECTION 10.3 Payment of Costs and Expenses                        |   
|                                    | SECTION 10.4 Indemnification                                      |   
|                                    | SECTION 10.5 Survival                                             |   
|                                    | SECTION 10.6 Severability                                         |   
|                                    | SECTION 10.7 Headings                                             |   
|                                    | SECTION 10.8 Execution in Counterparts                            |   
|                                    | SECTION 10.9 Governing Law; Entire Agreement                      |   
|                                    | SECTION 10.10 Successors and Assigns                              |   
|                                    | SECTION 10.11 Sale and Transfer of Loans; Participations in Loans |   
|                                    | SECTION 10.11.1 Assignments                                       |   
|                                    | SECTION 10.11.2 Participations                                    |   
|                                    | SECTION 10.12 Other Transactions                                  |   
|                                    | SECTION 10.13 Submission To Jurisdiction; Waivers                 |   
|                                    | SECTION 10.14 WAIVERS OF JURY TRIAL                               |   
|                                    | SECTION 10.15 Non-Recourse Persons                                |   
|                                    | SECTION 10.16 Acknowledgments                                     |   
|                                    | SECTION 10.17 Confidentiality                                     |   
|                                    | SECTION 10.18 USA PATRIOT Act                                     |   
|                                    | SECTION 10.19 EMMH Credit Agreement                               |   
|                                    | SECTION 10.20 Retiring Lenders                                    |   
|                                    | SECTION 10.21 Accession Agreement                                 |   

SCHEDULES

1.1(a)Addresses
for Notices and Lending Offices
1.1(b)Revolver Loan Commitments
2.2Closing Date Bank Accounts
2.6.11Revolver Letters of Credit
3.2.1Pricing Grid
7.2.1(c)Capitalized Lease Liabilities and Operating Lease Liabilities
7.2.1(e)Fixed or Capital Asset Planned Acquisition, Construction or Improvement

EXHIBITS

AForm
of Funds Flow Undertaking
BForm of Borrowing Request

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CForm
of Continuation/Conversion Notice
DForm of Assignment Agreement
EForm of Accession Agreement
F1Form of Opinion of Special New York Counsel to the Borrower and the Midwest Related Parties
F2Form of Opinion of Special New York Counsel to the Borrower and the Midwest Related Parties Regarding UCC Matters
F3Form of Opinion of Internal Counsel to the Borrower and the Midwest Related Parties
F4Form of Opinion of Internal Counsel to EMMT
F5Form of Opinion of Illinois Regulatory Counsel to the Borrower
F6Form of Opinion of Federal Regulatory Counsel to the Borrower
GForm of Communications Agreement
HForm of Subsidiary Guarantee

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SECOND AMENDED AND RESTATED CREDIT AGREEMENT dated as of December 15, 2005 among MIDWEST GENERATION, LLC, a limited liability company duly organized and validly existing under the
laws of Delaware (the "Borrower"), the Continuing Lenders (as defined below), the New Lenders (as defined below), the other Lenders from time to time
party hereto, the Issuing Lenders party hereto, CITICORP NORTH AMERICA, INC. ("CNAI"), as Administrative Agent for the Lenders and the Issuing
Lenders party hereto.

RECITALS

A.    The
Borrower is party to that certain First Amended and Restated Credit Agreement dated as of April 18, 2005 (as amended, supplemented, amended and restated or
otherwise modified and in effect immediately prior to the satisfaction (or waiver) of the conditions set forth in Section 5, the "Existing Credit
Agreement") among the Borrower, the lenders party thereto (the "Existing Lenders"), the issuing lenders party thereto and CNAI,
as Administrative Agent.

B.    Each
of the Existing Lenders not a party hereto or not party to an Accession Agreement (each a "Retiring Lender") will
cease to be a "Lender" under the Existing Credit Agreement as of the Closing Date. Each (a) Existing Lender party hereto or party to an Accession Agreement (each a
"Continuing Lender") and (b) each Person party hereto (other than Continuing Lenders) (each a "New
Lender") shall become or continue as a "Lender" under the Existing Credit Agreement as amended and restated by this Agreement.

C.    The
Borrower has requested certain amendments to the provisions of the Existing Credit Agreement, including the extension of the "Revolver A Commitments" and the
"Revolver A Loans" under (and as defined in) the Existing Credit Agreement, and therefore has requested that the Continuing Lenders and New Lenders provide the credit facilities described herein under
this Agreement which shall amend and restate the Existing Credit Agreement.

D.    The
Continuing Lenders and the New Lenders are willing to amend and restate the Existing Credit Agreement upon and subject to the terms and conditions hereinafter set
forth.

NOW,
THEREFORE, the parties hereto agree as follows:

ARTICLE I  DEFINITIONS AND ACCOUNTING TERMS

SECTION 1.1Defined Terms.    The following terms (whether or not underscored) when used in
this Agreement, including its preamble and recitals, shall, except where the context otherwise requires, have the following meanings (such meanings to be equally applicable to the singular and plural
forms thereof):Second Amended and Restated Credit Agreement

"Accession Agreement" means an Accession Agreement substantially in the form of Exhibit E.

"Accession Lender" shall have the meaning set forth in an Accession Agreement.

"Adjusted EBITDA" means, for any period, Consolidated Net Income for such periodplus,
without duplication, to the extent taken into account in calculating Consolidated Net Income:



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in
each case, on a consolidated basis and determined in accordance with GAAP.

"Administrative Agent" means CNAI in its capacity as administrative agent for the Lenders and Issuing Lenders hereunder, and includes each
other Person as may have subsequently been appointed as the successor Administrative Agent pursuant toSection 9.4.

"Administrative Questionnaire" means an Administrative Questionnaire in form and substance satisfactory to the Administrative Agent.

"Affiliate" of any Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common
control with such Person. For purposes of this definition, "control," as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of
the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise;provided, that Beneficial
Ownership of 10% or more of the Voting Stock of a Person will be deemed to be control. For purposes of this definition, the terms "controlling," "controlled by" and "under common control with" have
correlative meanings.

"Affiliated Indebtedness" means Indebtedness of the Borrower or any of its Subsidiaries that is owed to the Borrower or any of its
Affiliates.

"Agent-Related Persons" means CNAI and each other Person as may have subsequently been appointed as the successor Administrative Agent
pursuant toSection 9.4, together with their respective Affiliates, and the officers, directors, employees, agents and
attorneys-in-fact of CNAI, each such other Person and such Affiliates.

"Agreement" means, on any date, this Second Amended and Restated Credit Agreement as originally in effect on the Closing Date and as
thereafter from time to time amended, supplemented, amended and restated or otherwise modified and in effect on such date.

"Alternate Base Rate" means, on any date and with respect to all Base Rate Loans, a fluctuating rate of interest per annum equal to the
highest of:



Each
change in any interest rate provided for herein based upon the Alternate Base Rate resulting from a change in the Alternate Base Rate shall take effect at the time of such change in the Alternate
Base Rate.

2

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"Applicable Margin" means, for any day with respect to any LIBO Rate Loans or Base Rate Loans of any Class, the rate per annum in effect
for such type of Loans for such day based on the Borrower's Debt Rating for such day determined as provided in the Pricing Grid.

"Approved Funds" means, with respect to any Lender that is a fund that invests in commercial loans, any other fund that invests in
commercial loans and is managed or advised by the same investment advisor as such Lender or by an Affiliate of such investment advisor.

"Asset Sale" has the meaning set forth inSection 7.2.4.

"Assignee" has the meaning set forth inSection 10.11.1.

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

"Assignor" has the meaning set forth inSection 10.11.1.

"Authorized Representative" means, relative to any Person, those of its officers and employees whose signatures and incumbency shall have
been certified to the Administrative Agent and the Lenders pursuant toSection 5.1.3.

"Back-to-Back Transaction" has the meaning set forth in the Energy Management Agreements.

"Bank Account" means the Closing Date Bank Accounts and all other deposit accounts (as such term is defined in the UCC) now or hereafter
owned by the Borrower.

"Base Rate Loan" means a Loan bearing interest at a fluctuating rate of interest per annum determined by reference to the Alternate Base
Rateplusthe Applicable Margin for Base Rate Loans from time to time in effect.

"Beneficial Owner" has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the
Exchange Act, except that in calculating the beneficial ownership of any particular "person" (as that term is used in Section 13(d)(3) of the Exchange Act), such "person" will be deemed to have
beneficial ownership of all securities that such "person" has the right to acquire by conversion or exercise of other securities, whether such right is currently exercisable or is exercisable only
after the passage of time. The terms "Beneficially Owns", "Beneficially Owned" and "Beneficial Ownership" have a corresponding meaning.

"Board of Directors" means (a) with respect to a corporation, the board of directors of the corporation, (b) with respect to
a partnership, the general partners or the management committee of the partnership, (c) with respect to a limited liability company, the board of managers of the limited liability company or
(d) with respect to any other Person, the board or committee of such Person serving a similar function.

"Borrower" has the meaning set forth in thepreamble.

"Borrower Security Agreement" means the Security Agreement dated as of April 27, 2004 between the Borrower and the Collateral
Trustee, as amended, supplemented, amended and restated or otherwise modified and in effect from time to time.

"Borrowing" means Loans of the same type and, in the case of LIBO Rate Loans, having the same Interest Period, made by all Lenders on the
same Business Day pursuant to the same Borrowing Request in accordance withSection 2.3.

"Borrowing Request" means (a) the Funds Flow Undertaking and (b) each loan request and certificate duly executed by an
Authorized Representative of the Borrower, substantially in the form ofExhibit B.

3

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"Business Day" means:



"Calumet Peaking Unit" means the 129 MW (nominal summer rating) gas- and oil-fired Calumet peaking unit and
related assets owned by the Borrower and located in Cook County, Illinois.

"Capital Lease" means, with respect to any Person, a lease of (or other Indebtedness arrangements conveying the right to use) real or
personal property of such Person which is required to be classified and accounted for as a capital lease or a liability set forth on the balance sheet of such Person or such Person's Subsidiaries in
accordance with GAAP.

"Capital Stock" means:



but
excluding from all of the foregoing any debt securities convertible into Capital Stock, whether or not such debt securities include any right of participation with Capital Stock.

"Capitalized Lease Liabilities" of any Person means all monetary obligations of such Person under any leasing or similar arrangement
which, in accordance with GAAP, would be classified as Capital Leases, and, for purposes of each Loan Document, the amount of such obligations shall be the capitalized amount thereof, determined in
accordance with GAAP (excluding, to the extent included, Powerton/Joliet Lease Liabilities).

"Cash Collateralize" means to pledge and deposit with or deliver to the Administrative Agent in accordance with Section 2.6.10, for the ratable benefit of the
Administrative Agent, the Issuing Lenders and the Lenders, as collateral for the LC Exposure, cash
or deposit account balances pursuant to documentation in form and substance satisfactory to the Administrative Agent and the Issuing Lenders.

"Cash Disbursements" means, in respect of any period, an amount equal to the aggregate, without duplication, of:



4

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"Cash Equivalent Investment" means, at any time:



"CERCLIS" means the Comprehensive Environmental Response Compensation Liability Information System List.

"CGMI" means Citigroup Global Markets Inc.

"Change-In-Control" means the occurrence of any of the following:



"Citibank" means Citibank, N.A., a national banking association.

"Class" refers to whether Loans are Revolver Loans or Term Loans and, when used in reference to any Commitment, refers to whether such
Commitment is a Revolver Commitment or Term Loan Commitment.

"Closing Date" means the date that this Agreement becomes effective pursuant to Section 5.1.

"Closing Date Bank Accounts" means each of the deposit accounts (as such term is defined in the UCC) of the Borrower listed on Schedule 2.2.

"CNAI" shall have the meaning set forth in thepreamble.

"Code" means the Internal Revenue Code of 1986, as amended.

"Collateral" means all assets of the Borrower, its Subsidiaries, EMMT and the Midwest Related Parties, whether now owned or hereafter
acquired, upon which a Lien is purported to be created by any Security Document.

5

---



"Collateral Trust Agreement" means the Collateral Trust Agreement dated as of April 27, 2004 by and among the Borrower, the
Administrative Agent, the Collateral Trustee and The Bank of New York, as Trustee, as amended, supplemented, amended and restated or otherwise modified and in effect from time to time.

"Collateral Trust Joinder" has the meaning set forth in the Collateral Trust Agreement.

"Collateral Trustee" has the meaning set forth in the Collateral Trust Agreement.

"Collins Facility" means the fossil fuel-fired electric generating facility known as the Collins station, consisting of two
554 MW (net) units and three 530 MW (net) units, located near the town of Morris, in Grundy County, Illinois.

"Commitment" means a Term Loan Commitment or a Revolver Commitment, or any combination thereof (as the context requires).

"Communications Agreement" means the Communications Agreement dated as of December 15, 2005 between the Borrower and the
Administrative Agent, substantially in the form ofExhibit G, as amended, supplemented, amended and restated or otherwise modified and in effect
from time to time.

"Consolidated Interest Coverage Ratio" means, for any period, the ratio of Adjusted EBITDA for such period to Consolidated Interest
Expense for such period.

In
addition, for purposes of calculating the Consolidated Interest Coverage Ratio:



"Consolidated Interest Expense" means, for any period, the sum, without duplication, of:



6

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in
each case, on a consolidated basis and determined in accordance with GAAP.

"Consolidated Net Income" means, for any period, the aggregate of Net Income for such period, on a consolidated basis, determined in
accordance with GAAP.

"Contingent Liability" means any agreement, undertaking or arrangement by which any Person Guarantees, endorses or otherwise becomes or is
contingently liable upon (by direct or indirect agreement, contingent or otherwise, to provide funds for payment, to supply funds to, or otherwise to invest in, a debtor, or otherwise to assure a
creditor against loss) the indebtedness, obligation or any other liability of any other Person (other than by endorsements of instruments in the course of collection), or Guarantees the payment of
dividends or other distributions upon the shares of any other Person. The amount of any Person's obligation under any Contingent Liability shall (subject to any limitation set forth therein) be deemed
for purposes of this Agreement to be the outstanding principal amount of the debt, obligation or other liability Guaranteed thereby;provided, however,
that if the maximum amount of the debt, obligation or other liability Guaranteed thereby has not been established, the amount of such
Contingent Liability shall be the maximum reasonably anticipated amount of the debt, obligation or other liability;provided, further,however, that any agreement to limit the maximum amount of such Person's obligation under such
Contingent Liability shall not, of and by itself, be deemed to establish the maximum reasonably anticipated amount of such debt, obligation or other liability.

"Continuation/Conversion Notice" means a notice of continuation or conversion and certificate duly executed by an Authorized
Representative of the Borrower, substantially in the form ofExhibit C.

"Continuing Lenders" has the meaning set forth in the recitals.

"Contractual Obligation" means, as to any Person, any provision of any security issued by such Person or of any agreement, instrument or
other undertaking to which such Person is a party or by which it or any of its property is bound.

"Controlled Group" means all members of a controlled group of corporations and all members of a controlled group of trades or businesses
(whether or not incorporated) under common control which, together with the Borrower, are treated as a single employer under Section 414(b) or 414(c) of the Code or Section 4001 of
ERISA.

"Core Facilities" means the Crawford Facility (other than the Crawford Peaking Unit), the Fisk Facility (other than the Fisk Peaking
Unit), the Waukegan Facility (other than Waukegan Unit 6 and the Waukegan Peaking Unit), the Joliet #9 Facility (other than the Joliet Peaking Unit), the Joliet

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Leased
Facility, the Powerton Facility and the Will County Facility (other than Will County Units 1 and 2).

"Crawford Facility" means the Crawford station, 542 MW net coal-fired electric generating facility and related assets owned by
the Borrower, including the Crawford Peaking Unit, and located in Cook County, Illinois.

"Crawford Peaking Unit" means the 121 MW (nominal summer rating) gas- and oil-fired Crawford peaking unit owned by
the Borrower and located in Cook County, Illinois.

"Credit Extension" means and includes (a) any Borrowing and (b) any Issuance of, or participation in, any Letter of Credit.

"Debt Rating" means, with respect to any Person, a rating by each of Moody's and S&P of such Person's long-term debt which is
not secured or supported by a guarantee, letter of credit or other form of credit enhancement;providedthat, with respect to the Borrower, "Debt
Rating" means, unless otherwise specified, a rating by each of Moody's and S&P of the Indebtedness evidenced by this Agreement. If Moody's or S&P shall have changed its system of classifications after
the date hereof, a Debt Rating shall be considered to be at or above a specified level if it is at or above the new rating which most closely corresponds to the specified level under the old rating
system.

"Default" means any Event of Default or any condition, occurrence or event which, after notice or lapse of time or both, would constitute
an Event of Default.

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

"Domestic Office" means, relative to any Lender, the office of such Lender designated on Schedule 1.1(a)or designated in the Administrative Questionnaire of such
Lender or Assignment Agreement pursuant to which such Lender became a
Lender hereunder or such other office of a Lender (or any successor or assign of such Lender) within the United States as may be designated from time to time by notice from such Lender, as the case
may be, to each other Person party hereto. A Lender may have separate Domestic Offices for purposes of making, maintaining or continuing, as the case may be, Base Rate Loans.

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"Electric Junction Peaking Unit" means the 159 MW (nominal summer rating) gas- and oil-fired Electric Junction
peaking unit and related assets owned by the Borrower and located in Dupage County, Illinois.

"EME" means Edison Mission Energy, a Delaware corporation.

"EME Equity Contribution" means the direct or indirect contribution to the equity capital of the Borrower in an amount equal to
$300,000,000 made on April 19, 2005.

"EME Trading Revolvers" means, collectively, (a) the Amended and Restated Revolving Credit Agreement (Margining) dated as of
April 27, 2004 between EMMT and EME, as amended, supplemented, amended and restated or otherwise modified and in effect from time to time, and (b) the Amended and Restated Revolving
Credit Agreement (Operations) dated as of April 27, 2004 between EMMT and EME, as amended, supplemented, amended and restated or otherwise modified and in effect from time to time.

"EMMH" means Edison Mission Midwest Holdings Co., a Delaware corporation.

"EMMH Credit Agreement" means the Credit Agreement dated as of December 15, 1999 among EMMH, the Lenders party thereto and JPMorgan
Chase Bank (successor to The Chase Manhattan Bank), as administrative agent, as amended, supplemented, amended and restated or otherwise modified and in effect from time to time.

"EMMH Pledge Agreement" means the Pledge Agreement dated as of April 27, 2004 between EMMH and the Collateral Trustee, as amended,
supplemented, amended and restated or otherwise modified and in effect from time to time.

"EMMT" means Edison Mission Marketing & Trading, Inc., a California corporation.

"EMMT Indebtedness" means, without duplication:



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provided, that, EMMT Indebtedness shall not (x) include obligations and indebtedness of EMMT incurred in the ordinary course of business in
connection with Permitted Trading Activities or (y) obligations of EMMT under each EME Trading Revolver.

The
amount of any EMMT Indebtedness outstanding as of any date will be (i) the accreted value of such EMMT Indebtedness, in the case of any EMMT Indebtedness issued with original
issue discount, (ii) the principal amount of such EMMT Indebtedness, in the case of any other EMMT Indebtedness and (iii) in respect of Indebtedness of another Person secured by a Lien
on the assets of EMMT, the lesser of (A) the fair market value of such asset at the date of determination and (B) the amount of Indebtedness of such other Person.

"EMMT Security Agreement" means the Security Agreement dated as of April 27, 2004 between EMMT and the Collateral Trustee, as
amended, supplemented, amended and restated or otherwise modified and in effect from time to time.

"Energy and Fuel Risk Management Policies" means the Edison Mission Energy Risk Management Policy dated February 6, 2004, as such
policy may be amended or otherwise modified in accordance withSection 7.2.12.

"Energy Management Agreements" means the Master Purchase Agreement, the Midwest Trading Revolver and each other agreement between EMMT and
the Borrower (as each such other agreement may be amended, supplemented, amended and restated or otherwise modified and in effect from time to time) relating to energy sales and fuel purchases by the
Borrower (including the posting of collateral for such sales and purchases).

"Environmental CapEx Debt" means Indebtedness of the Borrower incurred for the purpose of financing Environmental Capital Expenditures.

"Environmental Capital Expenditures" means capital expenditures deemed necessary by the Borrower to comply with Environmental Laws.

"Environmental Laws" means all applicable Federal, state or local statutes, laws, ordinances, codes, rules, regulations and guidelines
(including consent decrees and administrative orders) relating to Hazardous Materials and/or to public health and protection of the environment.

"Environmental Reports" means the Environmental Liabilities Reports concerning the Facilities prepared by Environmental Strategies
Consulting LLC dated December 18, 2003 and February 12, 2004, in each case, as amended, modified or supplemented from time to time.

"equally and ratably" means, in reference to sharing of Liens or proceeds thereof as between Secured Parties of the same Secured Class,
that such Liens or proceeds:



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"Equity Interests" means Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any debt security
that is convertible into, or exchangeable for, Capital Stock).

"Equity Issuance" means (a) any issuance or sale by any Person after the Closing Date of (i) any of its Capital Stock,
(ii) any warrants or options exercisable in respect of its Capital Stock (other than any warrants or options issued to directors, officers or employees of such Person pursuant to employee
benefit plans established in the ordinary course of business and any Capital Stock of such Person issued upon the exercise of such warrants or options) or (iii) any other security or instrument
representing an equity interest (or the right to obtain any equity interest) in such Person or (b) the receipt by any of the Borrower's Subsidiaries after the Closing Date of any capital
contribution (whether or not evidenced by any equity security issued by the recipient of such contribution);providedthat Equity Issuance shall not
include (A) any such issuance or sale described inclause (a)above by any Subsidiary of the Borrower to the Borrower or any direct or
indirect Subsidiary of the Borrower; (B) any capital contribution by the Borrower or any direct or indirect Subsidiary of the Borrower to any Subsidiary of the Borrower or (C) Special
Capital Contributions.

"ERISA" means the Employee Retirement Income Security Act of 1974, as amended, and any successor statute of similar import, together with
the regulations thereunder, in each case as in effect from time to time. References to sections of ERISA also refer to any successor sections.

"Event of Default" has the meaning set forth inSection 8.1.

"Excess Cashflow" means, for any period, the excess, if any, of Funds Flow from Operations for such period overCash Disbursements for such period.

"Exchange Act" means the Securities Exchange Act of 1934, as amended.

"Excluded Taxes" means, with respect to the Administrative Agent, the Issuing Lenders or any Lender or any other recipient of any payment
to be made by or on account of any obligation of the Borrower hereunder or under any other Loan Document, (a) income or franchise Taxes imposed on (or measured by) its net income by the United
States of America, or by the jurisdiction under the laws of which such recipient is organized or in which its principal office is located or, in the case of any Lender, in which its applicable lending
office is located, (b) any branch profits Taxes imposed by the United States of America or any similar Tax imposed by any other jurisdiction in which it is located (other than a jurisdiction in
which it is treated as being located solely by reason of its participation in transactions contemplated by the Loan Documents), (c) in the case of a Non-U.S. Lender, any Tax that is
imposed on amounts payable to such Non-U.S. Lender at the time such Non-U.S. Lender becomes a party to this Agreement, except to the extent that such Non-U.S.
Lender's assignor (if any) was entitled, at the time of assignment, to receive additional amounts from the Borrower with respect to

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such
Tax pursuant toSection 4.7(a)and (d) in the case of a Non-U.S. Lender, any Tax that is attributable to such
Non-U.S. Lender's failure or inability to comply withSection 4.7(e).

"Existing Credit Agreement" has the meaning set forth in the recitals.

"Existing Lenders" has the meaning set forth in the recitals.

"Facilities" means (a) certain electric generation facilities and other related assets associated therewith and ancillary thereto
located in the State of Illinois acquired by the Borrower pursuant to the Asset Sale Agreement dated as of April 22, 1999 between Commonwealth Edison Company and EME, as amended, supplemented,
amended and restated or otherwise modified and in effect from time to time, as assigned by EME and (b) any other electric generation facilities and other related assets associated therewith and
ancillary thereto (or interests therein) owned, directly or indirectly, or leased by the Borrower from time to time.

"Federal Funds Effective Rate" means, for any day, the weighted average (rounded upwards, if necessary, to the next 1/100 of 1%) of the
rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers, as published on the next succeeding Business Day by the Federal Reserve Bank
of New York, or, if such rate is not so published for any day that is a Business Day, the average (rounded upwards, if necessary, to the next 1/100 of 1%) of the quotations for such day for such
transactions received by the Administrative Agent from three Federal funds brokers of recognized standing selected by it.

"Fee Letters" means (a) the Fee Letter dated as of December 1, 2005 between the Borrower and CNAI, as amended, supplemented,
amended and restated or otherwise modified and in effect from time to time and (b) each Fee Letter between the Borrower and any Issuing Lender, as each such Issuing Lender Fee Letter may be
amended, supplemented, amended and restated or otherwise modified and in effect from time to time.

"Financing" means, with respect to any Person, either Indebtedness of such Person or Lease Obligations of such Person, or a combination of
both.

"Fiscal Quarter" means any quarter of a Fiscal Year.

"Fiscal Year" means any period of twelve consecutive calendar months ending on December 31; references to a Fiscal Year with a
number corresponding to any calendar year (e.g., the "2004 Fiscal Year") refers to the Fiscal Year ending on December 31 occurring during such
calendar year.

"Fisk Facility" means the Fisk station, 326 MW net coal-fired electric generating facility and related assets owned by the
Borrower, including the Fisk Peaking Unit, and located in Cook County, Illinois.

"Fisk Peaking Unit" means the 163 MW (nominal summer rating) oil-fired Fisk peaking unit owned by the Borrower and located in
Cook County, Illinois.

"Free Cashflow" has the meaning set forth in the Powerton/Joliet Lease Participation Agreements as in effect on the Original Effective
Date.

"F.R.S. Board" means the Board of Governors of the Federal Reserve System or any successor thereto.

"Funds Flow from Operations" means, in respect of any period, the excess, if any, of:



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"Funds Flow Undertaking" means the Funds Flow Undertaking substantially in the form of Exhibit Aduly executed by the parties thereto.

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

"Governmental Approval" means any authorization, consent, approval, license, permit, exemption, filing or registration with any
Governmental Authority.

"Governmental Authority" means any nation or government, any state, provincial or other political subdivision thereof and any entity
exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government.

"Granting Lender" has the meaning set forth inSection 10.11.1(e).

"Guarantee" means a guarantee other than by endorsement of negotiable instruments for collection in the ordinary course of business,
direct or indirect, in any manner including, by way of a pledge of assets or through letters of credit or reimbursement agreements in respect thereof, of all or any part of any Indebtedness (whether
arising by virtue of partnership arrangements, or by agreements to keep-well, to purchase assets, goods, securities or services, to take or pay or to maintain financial statement
conditions or otherwise).

"Hazardous Material" means:



"herein", "hereof", "hereto",
"hereunder" and similar terms contained in any Loan Document refer to such Loan Document as a whole and not to any particular Section, paragraph or
provision of such Loan Document.

"Holdings Collateral Agent" has the meaning set forth in each Powerton/Joliet Lease Participation Agreement.

"including" means including without limiting the generality of any description preceding such term, and, for purposes of each Loan
Document, the parties thereto agree that the rule ofejusdem generisshall not be applicable to limit a general statement, which is followed by or
referable to an enumeration of specific matters, to matters similar to the matters specifically mentioned.

"Indebtedness" of any Person means, without duplication:



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For
all purposes of this Agreement, the Indebtedness of any Person shall include the Indebtedness of any partnership or joint venture in which such Person is a general partner or a joint
venturer. The amount of any Indebtedness outstanding as of any date will be (i) the accreted value of such Indebtedness, in the case of any Indebtedness issued with original issue discount,
(ii) the principal amount of such Indebtedness, in the case of any other Indebtedness and (iii) in respect of Indebtedness of another Person secured by a Lien on the assets of such
Person, the lesser of (A) the fair market value of such asset at the date of determination and (B) the amount of Indebtedness of such other Person.

"Indemnified Parties" has the meaning set forth inSection 10.4(a).

"Indemnified Liabilities" has the meaning set forth inSection 10.4(a).

"Indemnified Taxes" means Taxes other than Excluded Taxes.

"Insolvency" means, with respect to any Multiemployer Plan, the condition that such plan is insolvent within the meaning of
Section 4245 of ERISA.

"Interest Period" means, relative to any LIBO Rate Loan, the period beginning on (and including) the date on which such LIBO Rate Loan is
made or continued as, or converted into, a LIBO Rate Loan pursuant toSection 2.3or2.4and
shall end on (but exclude) the day which numerically corresponds to such date one, two, three or six months thereafter (or, if such month has no numerically corresponding day, on the last Business Day
of such month), in either case as the Borrower may select in its relevant notice pursuant toSection 2.3or 2.4;provided,however, that (a) if such Interest
Period would otherwise end on a day which is not a Business Day, such Interest Period shall end on the next following Business Day (unless, if such Interest Period applies to LIBO Rate Loans, such
next following Business Day is the first Business Day of a calendar month, in which case such Interest Period shall end on the Business Day next preceding such numerically corresponding day) and
(b) no Interest Period may end later than (i) in the case of Term Loans, the date of the "Term Loan Maturity Date" and (ii) in the case of Revolver Loans, the date of the
"Revolver Prepayment Date";provided, that any Interest Period applicable to any Revolver Loans continuing on or after, or made after, the Revolver
Prepayment Date may begin on a date after the Revolver Prepayment Date and end on a date no later than the "Revolver Commitment Termination Date". No Interest Period applicable to Revolver Loans shall
begin prior to the Closing Date.

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"Interest Rate Hedging Transactions" means all interest rate swaps, caps or collar agreements or similar arrangements entered into by any
Person (a) in order to protect against fluctuations in, or hedge or manage, interest rates or the exchange of nominal interest obligations, either generally or under specific contingencies,
and, in any event, not for speculative purposes and (b) with a counterparty who is either (i) a Revolver Lender or an Affiliate of such Revolver Lender, or (ii) such other Person
with the prior approval of the Required Lenders, such approval not to be unreasonably withheld or delayed.

"Investment" means, relative to any Person:



The
amount of any Investment shall be the original principal or capital amount thereof less all returns of principal or equity thereon (and without adjustment by reason of the financial condition of
such other Person) and shall, if made by the transfer or exchange of property other than cash, be deemed to
have been made in an original principal or capital amount equal to the fair market value of such property.

"Investment Grade" means, with respect to any Person, such Person's Debt Ratings are at least BBB- and Baa3 by S&P and
Moody's, respectively.

"Issuance Date" means the date on which a Letter of Credit is Issued pursuant to Section 2.6.

"Issue" means, with respect to any Letter of Credit, to issue or to extend the expiry of, to amend or to renew or to increase the amount
of, such Letter of Credit; and the terms "Issued", "Issuing" and
"Issuance" have corresponding meanings.

"Issuing Lenders" means CNAI in its capacity as the issuer of Letters of Credit hereunder and each other Person as may have subsequently
been appointed as a successor or an additional Issuing Lender pursuant toSection 2.6.9.

"Joliet #9 Facility" means the Joliet station, Unit 6, 314 MW of the 1,358 MW coal-fired electric generating facility and
certain related assets owned by the Borrower, including the Joliet Peaking Unit, and located on the parcel of real property known as Joliet #9 in Will County, Illinois. For the avoidance of doubt, the
Joliet #9 Facility does not include the Joliet Leased Facility.

"Joliet Equity Financing Parties I" means, collectively, the Equity Investor, the Owner Participant and the OP Guarantor (each as defined
in the Joliet Lease Participation Agreement (T1)).

"Joliet Equity Financing Parties II" means, collectively, the Equity Investor, the Owner Participant and the OP Guarantor (each as defined
in the Joliet Lease Participation Agreement (T2)).

"Joliet Guarantee (T1)" means the Guaranty Agreement dated as of July 31, 2002 made by EME in favor of Joliet Trust I that, among
other things, guarantees the payment by the Borrower of all Joliet Lease Liabilities (T1) payable to Joliet Trust I, as amended, supplemented, amended and restated or otherwise modified and in effect
from time to time.

"Joliet Guarantee (T1: Equity Financing Parties)" means the Guaranty Agreement dated as of July 31, 2002 made by EME in favor of
the Joliet Equity Financing Parties I that, among other things, guarantees the payment by the Borrower of certain Joliet Lease Liabilities (T1) payable to Joliet Equity Financing Parties I, as
amended, supplemented, amended and restated or otherwise modified and in effect from time to time.

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"Joliet Guarantee (T2)" means the Guaranty Agreement dated as of July 31, 2002 made by EME in favor of Joliet Trust II that, among
other things, guarantees the payment by the Borrower of all Joliet Lease Liabilities (T2) payable to Joliet Trust II, as amended, supplemented, amended and restated or otherwise modified and in effect
from time to time.

"Joliet Guarantee (T2: Equity Financing Parties)" means the Guaranty Agreement dated as of July 31, 2002 made by EME in favor of
the Joliet Equity Financing Parties II that, among other things, guarantees the payment by the Borrower of certain Joliet Lease Liabilities (T2) payable to Joliet Equity Financing Parties II, as
amended, supplemented, amended and restated or otherwise modified and in effect from time to time.

"Joliet Guarantees" means, collectively, the Joliet Guarantee (T1), the Joliet Guarantee (T2), the Joliet Guarantee (T1: Equity Financing
Parties) and the Joliet Guarantee (T2: Equity Financing Parties).

"Joliet Intercompany Note Pledge Agreement (T1)" means the Pledge Agreement (T1) dated as of August 17, 2000 between the Borrower
and the Holdings Collateral Agent relating to the pledge of the Joliet Lease Intercompany Note (T1), as amended, supplemented, amended and restated or otherwise modified and in effect from time to
time.

"Joliet Intercompany Note Pledge Agreement (T2)" means the Pledge Agreement (T2) dated as of August 17, 2000 between the Borrower
and the Holdings Collateral Agent relating to the pledge of the Joliet Lease Intercompany Note (T2), as amended, supplemented, amended and restated or otherwise modified and in effect from time to
time.

"Joliet Lease (T1)" means the Facility Lease Agreement (T1) dated as of August 17, 2000 between the Borrower and Joliet Trust I, as
amended, supplemented, amended and restated or otherwise modified and in effect from time to time.

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"Joliet Lease (T2)" means the Facility Lease Agreement (T2) dated as of August 17, 2000 between the Borrower and Joliet Trust II,
as amended, supplemented, amended and restated or otherwise modified and in effect from time to time.

"Joliet Lease Intercompany Note (T1)" means the EME Note (as defined in the Joliet Lease Participation Agreement (T1)) dated the Closing
Date (as defined in the Joliet Lease Participation Agreement (T1)) evidencing the loan by the Borrower to EME of the proceeds of the Joliet Lease Transaction (T1), as amended, supplemented, amended
and restated or otherwise modified and in effect from time to time.

"Joliet Lease Intercompany Note (T2)" means the EME Note (as defined in the Joliet Lease Participation Agreement (T2)) dated the Closing
Date (as defined in the Joliet Lease Participation Agreement (T2)) evidencing the loan by the Borrower to EME of the proceeds of the Joliet Lease Transaction (T2), as amended, supplemented, amended
and restated or otherwise modified and in effect from time to time.

"Joliet Lease Intercompany Notes" means, collectively, the Joliet Lease Intercompany Note (T1) and the Joliet Lease Intercompany Note
(T2).

"Joliet Lease Liabilities" means, collectively, the Joliet Lease Liabilities (T1) and the Joliet Lease Liabilities (T2).

"Joliet Lease Liabilities (T1)" mean the basic rent, the supplemental rent, termination value or any other amount, liability or obligation
that the Borrower is obligated to pay under the Joliet Lease (T1) or the other Joliet Lease Operative Documents (T1).

"Joliet Lease Liabilities (T2)" mean the basic rent, the supplemental rent, termination value or any other amount, liability or obligation
that the Borrower is obligated to pay under the Joliet Leases (T2) or the other Joliet Lease Operative Documents (T2).

"Joliet Lease Operative Documents" means, collectively, the Joliet Lease Operative Documents (T1) and the Joliet Lease Operative Documents
(T2).

"Joliet Lease Operative Documents (T1)" means, collectively, the Operative Documents as defined in the Joliet Lease Participation
Agreement (T1).

"Joliet Lease Operative Documents (T2)" means, collectively, the Operative Documents as defined in the Joliet Lease Participation
Agreement (T2).

"Joliet Lease Participation Agreement (T1)" means the Participation Agreement (T1) dated as of August 17, 2000 by and among the
Borrower, EME, Joliet Trust I, Wilmington Trust Company, Joliet Generation I, the Lease Indenture Trustee named therein and the Pass Through Trustees named therein, as amended, supplemented, amended
and restated or otherwise modified and in effect from time to time.

"Joliet Lease Participation Agreement (T2)" means the Participation Agreement (T2) dated as of August 17, 2000 by and among the
Borrower, EME, Joliet Trust II, Wilmington Trust Company, Joliet Generation II, the Lease Indenture Trustee named therein and the Pass Through Trustees named therein, as amended, supplemented, amended
and restated or otherwise modified and in effect from time to time.

"Joliet Lease Participation Agreements" means, collectively, the Joliet Lease Participation Agreement (T1) and the Joliet Lease
Participation Agreement (T2).

"Joliet Lease Transaction" means, collectively, the Joliet Lease Transaction (T1) and the Joliet Lease Transaction (T2).

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"Joliet Lease Transaction (T1)" means the transactions pursuant to the Joliet Lease Participation Agreement (T1) and the Joliet Lease
Operative Documents (T1) whereby the Borrower sold a 63.6% undivided interest in the Joliet Leased Facility to Joliet Trust I and Joliet Trust I leases such undivided interest to the Borrower pursuant
to the Joliet Lease (T1).

"Joliet Lease Transaction (T2)" means the transactions pursuant to the Joliet Lease Participation Agreement (T2) and the Joliet Lease
Operative Documents (T2) whereby the Borrower sold a 36.4% undivided interest in the Joliet Leased Facility to Joliet Trust II and Joliet Trust II leases such undivided interest to the Borrower
pursuant to the Joliet Lease (T2).

"Joliet Lease Trusts" means, collectively, Joliet Trust I and Joliet Trust II.

"Joliet Leased Facility" means the Joliet station, Units 7 and 8, 1,044 MW of the 1,358 MW coal-fired electric generating
facility and certain related assets located in Will County, Illinois and more fully described inExhibit Bto each Joliet Lease.

"Joliet Leases" means, collectively, the Joliet Lease (T1) and Joliet Lease (T2).

"Joliet Peaking Unit" means the 112 MW (nominal summer rating) gas- and oil-fired peaking unit owned by the
Borrower and located in Will County, Illinois.

"Joliet Shared Facilities Agreements" means, collectively, (a) the Shared Facilities Agreement No. 1 dated as of
August 17, 2000 between the Borrower and Joliet Trust I, (b) the Shared Facilities Agreement No. 2 dated as of August 17, 2000 between Joliet Trust I and the Borrower,
(c) the Shared Facilities Agreement No. 1 dated as of August 17, 2000 between the Borrower and Joliet Trust II and (d) the Shared Facilities Agreement No. 2 dated as
of August 17, 2000 between Joliet Trust II and the Borrower.

"Joliet Subordination Agreement (T1)" means the Subordination Agreement dated as of August 17, 2000 between Joliet Trust I, the
Owner Participant (as defined in the Joliet Lease Participation Agreement (T1)), the Lease Indenture Trustee (as defined in the Joliet Lease Participation Agreement (T1)) and the Holdings Collateral
Agent, as amended, supplemented, amended and restated or otherwise modified and in effect from time to time.

"Joliet Subordination Agreement (T2)" means the Subordination Agreement dated as of August 17, 2000 between Joliet Trust II, the
Owner Participant (as defined in the Joliet Lease Participation Agreement (T2)), the Lease Indenture Trustee (as defined in the Joliet Lease Participation Agreement (T2)) and the Holdings Collateral
Agent, as amended, supplemented, amended and restated or otherwise modified and in effect from time to time.

"Joliet Trust I" means Nesbitt Asset Recovery, Series C-1 (formerly known as Joliet Trust I), a Delaware business
trust.

"Joliet Trust II" means Joliet Trust II, a Delaware business trust.

"LC Collateral Account" means an account established in the name of the Borrower but under the exclusive dominion and control of the
Administrative Agent, which shall be a "securities account" (as defined in Section 8-501(a) of the UCC) and, to the extent that credit balances not constituting "financial assets"
(as defined in Section 8-102(a)(9) of the UCC) are credited thereto, a "deposit account" (as defined in Section 8-102(a)(29) of the UCC).

"LC Disbursement" means a payment made by any Issuing Lender pursuant to a Letter of Credit.

"LC Exposure" means, at any time, thesumof (a) the aggregate undrawn amount of
all outstanding Letters of Credit at such timeplus(b) the aggregate amount of all LC Disbursements that have not yet been reimbursed by or on
behalf of the Borrower at such time. The LC Exposure of any Revolver Lender at any time shall be its Percentage of the total LC Exposure at such time.

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"Lease Obligations" means rent, supplemental rent, termination value, or a similar monetary obligation under, or pursuant to, a lease or
related documents in connection with a leveraged lease transaction (including Contingent Liabilities related thereto).

"Lenders" means, collectively, the Term Loan Lenders and the Revolver Lenders.

"Letter of Credit" means any letter of credit issued pursuant to this Agreement and each letter of credit listed on Schedule 2.6.11.

"Letter of Credit Application" has the meaning set forth inSection 2.6.1.

"Letter of Credit Documents" means, with respect to any Letter of Credit, collectively, any application therefor and any other agreements,
instruments, Guarantees or other documents (whether general in application or applicable only to such Letter of Credit) governing or providing for (a) the rights and obligations of the parties
concerned or at risk with respect to such Letter of Credit or (b) any collateral security for any of such obligations, each as the same may be amended, supplemented, amended and restated or
otherwise in effect from time to time.

"LIBO Rate" means, for each day during each Interest Period for each LIBO Rate Loan, the rate per annum determined on the basis of the
rate for deposits in Dollars for a period equal to such Interest
Period commencing on the first day of such Interest Period appearing on Telerate Service Page 3750 as of 11:00 a.m., London time, two (2) Business Days prior to the beginning of such
Interest Period. In the event that such rate does not appear on Telerate Service Page 3750, the "LIBO Rate" shall be determined by reference to such
other comparable publicly available service for displaying eurodollar rates as may be selected by the Administrative Agent or, in the absence of such availability, by reference to the rate at which
the Administrative Agent is offered Dollar deposits at or about 11:00 a.m., New York City time, two (2) Business Days prior to the beginning of such Interest Period in the interbank
eurodollar market where its eurodollar and foreign currency and exchange operations are then being conducted for delivery on the first day of such Interest Period for the number of days comprised
therein. Notwithstanding any other provision hereof, at such time as there shall exist for any Lender a LIBOR Reserve Percentage which is greater than zero, the LIBO Rate used in the determination of
LIBO Rate Loans made by such Lender shall be the LIBO Rate (Reserve Adjusted).

"LIBO Rate Loan" means a Loan bearing interest, at all times during an Interest Period applicable to such Loan at a fixed rate of interest
per annum determined by reference to the LIBO Rateplusthe Applicable Margin for LIBO Rate Loans from time to time in effect.

"LIBO Rate (Reserve Adjusted)" means, relative to any Loan to be made, continued or maintained as, or converted into, a LIBO Rate Loan for
any Interest Period, a rate per annum (rounded upwards, if necessary, to the nearest whole multiple of l/100 of 1%) determined pursuant to the following formula:

LIBO Rate (Reserve Adjusted) =
LIBO Rate1.00LIBOR Reserve Percentage


The
LIBO Rate (Reserve Adjusted) for any Interest Period for LIBO Rate Loans will be determined by the Administrative Agent on the basis of the LIBOR Reserve Percentage in effect on, and the
applicable rates furnished to and received by the Administrative Agent, two (2) Business Days before the first day of such Interest Period.

"LIBOR Office" means, relative to any Lender, the office of such Lender designated as such on Schedule 1.1(a)or designated in the Administrative Questionnaire of
such Lender or the Assignment Agreement or such other office of a Lender as
designated from time to time by notice from such Lender to the Borrower and the Administrative Agent pursuant toSection 4.4, whether or not
outside the United States, which shall be making or maintaining LIBO Rate Loans of such Lender hereunder.

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"LIBOR Reserve Percentage" means, relative to any Interest Period for LIBO Rate Loans, the reserve percentage (expressed as a decimal)
equal to the aggregate reserve requirements (including all basic, emergency, supplemental, marginal and other reserves and taking into account any transitional adjustments or other scheduled changes
in reserve requirements) specified under regulations issued from time to time by the F.R.S. Board and then applicable to assets or liabilities consisting of and including "Eurocurrency Liabilities",
as currently defined in Regulation D of the F.R.S. Board, having a term approximately equal or comparable to such Interest Period.

"Lien" means any security interest, mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or
otherwise), charge against or interest in property, in each case of any kind, to secure payment of a debt or performance of an obligation.

"Loan Associated Expenses" has the meaning set forth inSection 7.1.10.

"Loan Documents" means (a) this Agreement, (b) the Security Documents, (c) the Communications Agreement,
(d) the Fee Letters, (e) the Letter of Credit Documents, (f) each Subsidiary Guarantee executed and delivered pursuant to Section 7.1.8(d)and (g) the other agreements,
documents and instruments delivered in connection with this Agreement, including each
Borrowing Request and each Continuation/ Conversion Notice.

"Loans" means, collectively, the Term Loans and the Revolver Loans.

"Lombard Peaking Unit" means the 64 MW (nominal summer rating) gas- and oil-fired Lombard peaking unit and related
assets owned by the Borrower and located in DuPage County, Illinois.

"Maintained Facilities" means (a) any Facility that is part of a Mortgaged Facility, (b) the Powerton Facility and
(c) the Joliet Leased Facility.

"Mandatory Prepayment Date" has the meaning set forth inSection 3.1.2(c).

"Mandatory Prepayment Trigger Event" has the meaning set forth inSection 3.1.2(a).

"Master Purchase Agreement" means the Amended and Restated Master Purchase, Sale and Services Agreement dated as of April 27, 2004
between the Borrower and EMMT, as amended, supplemented, amended and restated or otherwise modified and in effect from time to time.

"Material Adverse Effect" means any event, development or circumstance that has had or would reasonably be expected to have a material
adverse effect on (a) the business, assets, property, condition (financial or otherwise) or operations of the Borrower and its Subsidiaries, taken as a whole since the Closing Date,
(b) the ability of the Borrower or any of its Subsidiaries to perform its obligations under any of the Loan Documents to which it is a party or (c) the aggregate value of the Collateral
or the validity, enforceability or priority of the security interests granted in favor of the Lenders pursuant to the Security Documents granting a security interest in the Collateral.

"MGE" means Midwest Generation EME LLC, a Delaware limited liability company.

"MGE Pledge Agreement" means the Pledge Agreement dated as of April 27, 2004 between MGE and the Collateral Trustee, as amended,
supplemented, amended and restated or otherwise modified and in effect from time to time.

"Midwest Finance" means Midwest Finance Corp., a Delaware corporation.

"Midwest Finance Note Guarantee" means the Guarantee dated as of April 27, 2004, made by the Borrower in favor of the trustee on
behalf of the holders of the Notes, as amended, supplemented, amended and restated or otherwise modified and in effect from time to time.

"Midwest Related Party" means each of EMMH and MGE.

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"Midwest Trading Revolver" means the Credit Agreement dated as of April 27, 2004 between the Borrower and EMMT, as amended,
supplemented, amended and restated or otherwise modified and in effect from time to time.

"Moody's" means Moody's Investors Service, a division of Dun & Bradstreet Corporation, and its successors and assigns.

"Mortgaged Facilities" means the Crawford Facility, the Fisk Facility, the Waukegan Facility, the Joliet #9 Facility, the Will County
Facility, the Calumet Peaking Unit, the Electric Junction Peaking Unit, the Lombard Peaking Unit and the Sabrooke Peaking Unit together with any and all easements benefiting any of the foregoing.

"Mortgaged Facility Mortgages" means (a) the Mortgage, Assignment of Rents and Leases, Fixture Filing, Financing Statement and
Security Agreement with respect to the Crawford Facility dated as of April 27, 2004, (b) the Mortgage, Assignment of Rents and Leases, Fixture Filing, Financing Statement and Security
Agreement with respect to the Fisk Facility dated as of April 27, 2004, (c) the Mortgage, Assignment of Rents and Leases, Fixture Filing, Financing Statement and Security Agreement with
respect to the Waukegan Facility dated as of April 27, 2004, (d) the Mortgage, Assignment of Rents and Leases, Fixture Filing, Financing Statement and Security Agreement with respect to
the Joliet #9 Facility dated as of April 27, 2004, (e) the Mortgage, Assignment of Rents and Leases, Fixture Filing, Financing Statement and Security Agreement with respect to the Will
County Facility dated as of April 27, 2004, (f) the Mortgage, Assignment of Rents and Leases, Fixture Filing, Financing Statement and Security Agreement with respect to the Calumet
Peaking Unit dated as of April 27, 2004, (g) the Mortgage, Assignment of Rents and Leases, Fixture Filing, Financing Statement and Security Agreement with respect to the Electric
Junction Peaking Unit dated as of April 27, 2004, (h) the Mortgage, Assignment of Rents and Leases, Fixture Filing, Financing Statement and Security Agreement with respect to the Lombard
Peaking Unit dated as of April 27, 2004 and (i) the Mortgage, Assignment of Rents and Leases, Fixture Filing, Financing Statement and Security Agreement with respect to the Sabrooke
Peaking Unit dated as of April 27, 2004, in each case, made by the Borrower to the Collateral Trustee.

"Multiemployer Plan" means a "multiemployer plan" as such term is defined in Section 4001(a)(3) of ERISA.

"MW" means megawatts.

"MWG Indenture" means that certain Indenture dated as of April 27, 2004 among the Borrower, Midwest Finance and The Bank of New
York, as trustee, as amended, supplemented, amended and restated or otherwise modified and in effect from time to time.

"Necessary Capital Expenditures" means capital expenditures that, in the exercise of Prudent Industry Practices, are reasonably necessary
for the continued operation or maintenance of the Facilities or are required by applicable law (other than Environmental Laws). The term "Necessary Capital Expenditures" does not include any capital
expenditure undertaken primarily to increase the efficiency of, expand or re-power the Facilities.

"Net Cash Proceeds" means (a) in connection with any Recovery Event, the cash proceeds (or proceeds consisting of Cash Equivalent
Investments) of such Recovery Event, reduced by (i) any expenses reasonably incurred in respect of such Recovery Event, including attorneys' fees, amounts required to be applied to the
repayment of Indebtedness secured by a Lien expressly permitted hereunder on any asset which is the subject of such Recovery Event (other than any Lien pursuant to a Security Document) and
(ii) Taxes incurred or reasonably estimated to be incurred as a result thereof (after taking into account any available tax credits or deductions and any tax sharing arrangements), to the
extent that, in the case of Recovery Events relating to property or casualty insurance claims, the amount of such proceeds exceeds $15,000,000 with respect to any asset or group of related assets of
the

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Borrower,
(b) in connection with any Equity Issuance or any issuance or sale of debt securities by any Person, the cash proceeds (or proceeds consisting of Cash Equivalent Investments) received
from such Equity Issuance, issuance or sale, reduced by (i) the amount of any Taxes incurred by the Borrower by reason of such Equity Issuance, issuance or sale and (ii) reasonable fees,
costs and expenses directly and indirectly incurred by such Person in connection with such Equity Issuance, issuance or sale and (c) in connection with any Asset Sale, the cash proceeds (or
proceeds consisting of Cash Equivalent Investments) received from such Asset Sale, reduced by (i) the amount of any legal, title, and recording tax expenses, commissions and other fees, costs
and expenses directly or indirectly incurred by the Borrower as a result of such Asset Sale and (ii) the amount of any Taxes, incurred by the Borrower by reason of such Asset Sale.

Notwithstanding
the preceding, any proceeds received in connection with a Recovery Event in respect of either the Powerton Facility or the Joliet Leased Facility shall be applied in
accordance with the Powerton/Joliet Lease Operative Documents, as in effect on the Original Effective Date, as applicable, and, to the extent so applied, shall not be included in the definition of
"Net Cash Proceeds".

"Net Income" means the net income (loss) of the Borrower, determined in accordance with GAAP and before any reduction in respect of
preferred stock dividends, excluding:



"Non-Core Facilities" means the Facilities other than the Collins Facility and the Core Facilities.

"Non-Recourse Persons" means Edison International, Edison Mission Group, EME, Mission Energy Holding Company and Southern
California Edison Company, and each of their Affiliates (except as provided herein) and the officers, directors, employees, shareholders (except as aforesaid), agents, Authorized Representatives and
other controlling persons (except as aforesaid) of the Borrower,providedthat in no event shall the Borrower be deemed to be a Non-Recourse
Person andprovided furtherthat each Midwest Related Party and EMMT shall be a Non-Recourse Person except with respect to, and to the
extent, of the Collateral furnished thereby under the Security Documents to which it is a party and as otherwise provided in such Security Documents.

"Non-U.S. Lender" has the meaning set forth inSection 4.7(e).

"Notes" mean the 8.75% Second Priority Senior Secured Notes in an aggregate principal amount of $1,000,000,000 issued on the date of and
pursuant to the MWG Indenture.

"NUG Contingent Liabilities" means Contingent Liabilities of EMMT existing as of the Original Effective Date in connection with
(a) the disaggregation of the New England Power Pool and (b) agreements existing as of the Original Effective Date relating to the NUG Trading Entities, Newhall Funding Company and
Athens Funding, LLC.

"NUG Trading Entities" means CL Power Sales One, L.L.C., CL Power Sales Two, L.L.C., CL Power Sales Three, L.L.C., CL Power Sales Seven,
L.L.C., CL Power Sales Eight, L.L.C., CL Power Sales Nine, L.L.C., CL Power Sales Ten, L.L.C., CP Power Sales Twelve, L.L.C., CP Power Sales Sixteen, L.L.C. and CP Power Sales Seventeen, L.L.C.

"Obligations" means with respect to any Indebtedness of any Person (collectively, without duplication): (a) all debt, financial
liabilities and obligations of such Person of whatsoever nature and

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howsoever
evidenced (including principal, interest, fees, reimbursement obligations, cash cover obligations, penalties, indemnities and legal and other expenses, whether due after acceleration or
otherwise) to the providers or holders of such Indebtedness or to any agent, trustee or other representative of such providers or holders of such Indebtedness under or pursuant to each agreement,
document or instrument evidencing, securing, Guaranteeing or relating to such Indebtedness, financial liabilities or obligations relating to such Indebtedness (including Loan Documents applicable to
such Indebtedness (if any)), in each case, direct or indirect, primary or secondary, fixed or contingent, now or hereafter arising out of or relating to any such agreement, document or instrument;
(b) any and all sums advanced by the Collateral Trustee or any other Person in order to preserve the Collateral or any other collateral securing such Indebtedness or to preserve the Liens and
security interests in the Collateral or any other collateral, securing such Indebtedness; and (c) the costs and expenses of collection and enforcement of the obligations referred to in clauses (a)and(b)(including (i) the costs and expenses of retaking, holding, preparing for
sale or lease, selling or otherwise disposing of or realizing on any Collateral or any other collateral, (ii) the costs and expenses of any exercise by the Collateral Trustee or any other
Person of its rights under the Security Documents or any other security documents and (iii) reasonable attorneys' fees and court costs).

"Officer's Certificate" means a certificate with respect to compliance with a condition or covenant provided for in this Agreement, signed
on behalf of the Borrower by two Authorized Representatives of the Borrower, one of whom must be the principal executive officer, the principal financial officer, the treasurer or the principal
accounting officer of the Borrower, including:



"Operating Expenses" means, in respect of any period, all cash used in operating activities or investing activities of the Borrower (as
determined in accordance with GAAP), including any Permitted Tax Payments;providedthat Operating Expenses will exclude Powerton/Joliet Lease
Liabilities to the extent included in Cash Disbursements;provided,furtherthat cash used for
investments made with the proceeds of (a) any Asset Sale, (b) the sale of Equity Interests by, or contributions to the common equity capital of, the Borrower or any of its Subsidiaries
and (c) any incurrence of Indebtedness by the Borrower or any of its Subsidiaries shall be excluded from the calculation of Operating Expenses.

"Operating Lease" means any lease other than a Capital Lease.

"Operating Lease Liability" of any Person means all monetary obligations of such Person under any Operating Lease, and, for purposes of
each Loan Document, the amount of such obligations shall be the termination value of such Operating Lease;provided, however, that for purposes of
Section 7.2.1(c) and Schedule 7.2.1(c) the amount of such obligations shall be the aggregate future payments
due under such Operating Lease.

"Operation" has the meaning set forth inSection 6.10(b).

"Optional Prepayment Notice" has the meaning set forth inSection 3.1.2(c).

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"Organic Document" means, with respect to any Person that is a corporation, its certificate of incorporation, its by-laws and
all shareholder agreements, voting trusts and similar arrangements applicable to any of its authorized shares of capital stock; with respect to any Person that is a limited liability company, its
certificate of formation and its limited liability agreement, and, with respect to a private limited liability company, its deed of incorporation, its articles of association, all shareholders
agreements, if any, and the shareholders register in each case, as from time to time amended, supplemented, amended and restated or otherwise modified and in effect from time to time.

"Original Effective Date" means April 27, 2004.

"Other Taxes" means any and all present or future stamp or documentary Taxes or any other excise or property Taxes, charges or similar
levies arising from any payment made under any Loan Document or from the execution, delivery or enforcement of, or otherwise with respect to, any Loan Document.

"Parity Debt Representative" means (a) in the case of the Notes, the trustee and (b) in the case of any other Series of
Parity Lien Debt, the trustee, agent or representative of the holders of such Series of Parity Lien Debt who maintains the transfer register for such Series of Parity Lien Debt and is appointed as a
Parity Debt Representative (for purposes related to the administration of the security documents) pursuant to the indenture or other agreement governing such Series of Parity Lien Debt, and who has
executed a Collateral Trust Joinder.

"Parity Debt Sharing Confirmation" has the meaning set forth in the Collateral Trust Agreement.

"Parity Lien Debt" means:



provided, that, in each case:



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"Parity Lien Obligations" means Parity Lien Debt and all other Obligations in respect thereof.

"Participant" has the meaning set forth inSection 10.11.2.

"Participation Fee" has the meaning set forth inSection 3.3.2.

"PBGC" means the Pension Benefit Guaranty Corporation and any entity succeeding to any or all of its functions under ERISA.

"Pension Plan" means a "pension plan", as such term is defined in Section 3(2) of ERISA, which is subject to Title IV of ERISA
(other than a multiemployer plan as defined in Section 4001(a)(3) of ERISA), and to which the Borrower or any corporation, trade or business that is, along with the Borrower, a member of a
Controlled Group, has any liability, including any liability by reason of having
been a substantial employer within the meaning of Section 4063 of ERISA at any time during the preceding five years, or by reason of being deemed to be a contributing sponsor under
Section 4069 of ERISA.

"Percentage" means, at any time of determination: (a) with respect to Revolver Lenders, the sum of the amount of such Revolver
Lender's Revolver Exposure and unused Revolver Commitments at such timedividedby the sum of the total amount Revolver Exposure and unused Revolver
Commitments at such time and (b) with respect to Term Loan Lenders, the amount of such Term Loan Lender's Term Loans at such time divided by the total amount of all outstanding Term Loans at
such time.

"Permitted Liens" means the liens permitted underSection 7.2.2.

"Permitted Marketing Support" shall mean the use by the Borrower of its funds, Parity Lien Debt and the proceeds of Revolver Loans and
Letters of Credit, in each case, to support Permitted Trading Activities conducted by or for the benefit of the Borrower, whether directly with unaffiliated third parties or with EMMT, providedthat, in
the case of support for Permitted Trading Activities conducted for the benefit of the Borrower by EMMT, such support shall be provided
to EMMT in a manner consistent with the Midwest Trading Revolver.

"Permitted Refinancing Indebtedness" means any Indebtedness of the Borrower or any of its Affiliates issued in exchange for, or the net
proceeds of which are used to Refinance other Indebtedness of the Borrower or any of its Subsidiaries (other than intercompany Indebtedness);provided,
that:



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26

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"Permitted Tax Payment" means, with respect to the Borrower and its Subsidiaries, without duplication as to amounts, (a) any
payment of United States Federal, state, local or foreign taxes required to be paid by the Borrower or its Subsidiaries and (b) any payments required by any tax allocation or similar agreements
existing as of the Original Effective Date or any amendment or modification thereto, so long as such amendment, modification or waiver (i) does not result in such tax allocation or similar
agreement requiring payments of the Borrower and its Subsidiaries in excess of United States Federal, state, local or foreign taxes attributable to the Borrower and its Subsidiaries or
(ii) would otherwise cause a Material Adverse Effect.

"Permitted Trading Activities" means (a) the daily or forward purchase and/or sale, or other acquisition or disposition, of
wholesale or retail electric energy, capacity, ancillary services, transmission rights, emissions allowances, weather derivatives and/or related commodities, in each case, whether physical or
financial, (b) the daily or forward purchase and/or sale, or other acquisition or disposition, of fuel, mineral rights and/or related commodities, including swaps, options and swaptions, in
each case, whether physical or financial, (c) electric energy-related tolling transactions, as seller of tolling services, (d) price risk management activities or services,
(e) other similar electric industry activities or services, or (f) additional services as may be consistent with Prudent Industry Practice from time to time to support the marketing and
trading related to the Facilities, in each case, consistent with the Energy and Fuel Risk Management Policies.

"Person" means any natural person, corporation, partnership, limited liability company, firm, association, trust, government, governmental
agency or any other entity, whether acting in an individual, fiduciary or other capacity.

"Pledge Agreements" means (a) the MGE Pledge Agreement and (b) the EMMH Pledge Agreement.

"Powerton Equity Financing Parties I" means, collectively, the Equity Investor, the Owner Participant and the OP Guarantor (each as
defined in the Powerton Lease Participation Agreement (T1)).

"Powerton Equity Financing Parties II" means, collectively, the Equity Investor, the Owner Participant and the OP Guarantor (each as
defined in the Powerton Lease Participation Agreement (T2)).

"Powerton Facility" means the Powerton station, 1,538 MW coal-fired electric generating facility and certain related assets
located in Tazewell County, Illinois and more fully described in Exhibit B to each Powerton Lease.

"Powerton Guarantee (T1)" means the Guaranty Agreement dated as of July 31, 2002 made by EME in favor of Powerton Trust I that,
among other things, guarantees the payment by the Borrower of all Powerton Lease Liabilities (T1) payable to Powerton Trust I, as amended, supplemented, amended and restated or otherwise modified and
in effect from time to time.

"Powerton Guarantee (T1: Equity Financing Parties)" means the Guaranty Agreement dated as of July 31, 2002 made by EME in favor of
the Powerton Equity Financing Parties I that, among other things, guarantees the payment by the Borrower of certain Powerton Lease Liabilities (T1) payable to Powerton Equity Financing Parties I, as
amended, supplemented, amended and restated or otherwise modified and in effect from time to time.

"Powerton Guarantee (T2)" means the Guaranty Agreement dated as of July 31, 2002 made by EME in favor of Powerton Trust II that,
among other things, guarantees the payment by the Borrower of all Powerton Lease Liabilities (T2) payable to Powerton Trust II, as amended, supplemented, amended and restated or otherwise modified and
in effect from time to time.

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"Powerton Guarantee (T2: Equity Financing Parties)" means the Guaranty Agreement dated as of July 31, 2002 made by EME in favor of
the Powerton Equity Financing Parties II that, among other things, guarantees the payment by the Borrower of certain Powerton Lease Liabilities (T2) payable to Powerton Equity Financing Parties II, as
amended, supplemented, amended and restated or otherwise modified and in effect from time to time.

"Powerton Guarantees" means, collectively, the Powerton Guarantee (T1), the Powerton Guarantee (T2), the Powerton Guarantee (T1: Equity
Financing Parties) and the Powerton Guarantee (T2: Equity Financing Parties).

"Powerton Intercompany Note Pledge Agreement (T1)" means the Pledge Agreement (T1) dated as of August 17, 2000 among the Borrower
and the Holdings Collateral Agent relating to the pledge of the Powerton Lease Intercompany Note (T1), as amended, supplemented, amended and restated or otherwise modified and in effect from time to
time.

"Powerton Intercompany Note Pledge Agreement (T2)" means the Pledge Agreement (T2) dated as of August 17, 2000 among the Borrower
and the Holdings Collateral Agent relating to the pledge of the Powerton Lease Intercompany Note (T2), as amended, supplemented, amended and restated or otherwise modified and in effect from time to
time.

"Powerton Lease (T1)" means the Facility Lease Agreement (T1) dated as of August 17, 2000 between the Borrower and Powerton Trust
I, as amended, supplemented, amended and restated or otherwise modified and in effect from time to time.

"Powerton Lease (T2)" means the Facility Lease Agreement (T2) dated as of August 17, 2000 between the Borrower and Powerton Trust
II, as amended, supplemented, amended and restated or otherwise modified and in effect from time to time.

"Powerton Lease Intercompany Note (T1)" means the EME Note (as defined in the Powerton Lease Participation Agreement (T1)) dated the
Closing Date (as defined in the Powerton Lease Participation Agreement (T1)) evidencing the loan by the Borrower to EME of the proceeds of the Powerton Lease Transaction (T1), as amended,
supplemented, amended and restated or otherwise modified and in effect from time to time.

"Powerton Lease Intercompany Note (T2)" means the EME Note (as defined in the Powerton Lease Participation Agreement (T2)) dated the
Closing Date (as defined in the Powerton Lease Participation Agreement (T2)) evidencing the loan by the Borrower to EME of the proceeds of the Powerton Lease Transaction (T2), as amended,
supplemented, amended and restated or otherwise modified and in effect from time to time.

"Powerton Lease Intercompany Notes" means, collectively, the Powerton Lease Intercompany Note (T1) and the Powerton Lease Intercompany
Note (T2).

"Powerton Lease Liabilities" means, collectively, the Powerton Lease Liabilities (T1) and the Powerton Lease Liabilities (T2).

"Powerton Lease Liabilities (T1)" mean the basic rent, the supplemental rent, termination value or any other amount, liability or
obligation that the Borrower is obligated to pay under the Powerton Lease (T1) or the other Powerton Lease Operative Documents (T1).

"Powerton Lease Liabilities (T2)" mean the basic rent, the supplemental rent, termination value or any other amount, liability or
obligation that the Borrower is obligated to pay under the Powerton Lease (T2) or the other Powerton Lease Operative Documents (T2).

"Powerton Lease Operative Documents" means, collectively, the Powerton Lease Operative Documents (T1) and the Powerton Lease Operative
Documents (T2).

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"Powerton Lease Operative Documents (T1)" means, collectively, the Operative Documents as defined in the Powerton Lease Participation
Agreement (T1).

"Powerton Lease Operative Documents (T2)" means, collectively, the Operative Documents as defined in the Powerton Lease Participation
Agreement (T2).

"Powerton Lease Participation Agreement (T1)" means the Participation Agreement (T1) dated as of August 17, 2000 by and among the
Borrower, EME, Powerton Trust I, Wilmington Trust Company, Powerton Generation I, the Lease Indenture Trustee named therein and the Pass Through Trustees named therein, as amended, supplemented,
amended and restated or otherwise modified and in effect from time to time.

"Powerton Lease Participation Agreement (T2)" means the Participation Agreement (T2) dated as of August 17, 2000 by and among the
Borrower, EME, Powerton Trust II, Wilmington Trust Company, Powerton Generation II, the Lease Indenture Trustee named therein and the Pass Through Trustees named therein, as amended, supplemented,
amended and restated or otherwise modified and in effect from time to time.

"Powerton Lease Participation Agreements" means, collectively, the Powerton Lease Participation Agreement (T1) and the Powerton Lease
Participation Agreement (T2).

"Powerton Lease Transaction" means, collectively, the Powerton Lease Transaction (T1) and the Powerton Lease Transaction (T2).

"Powerton Lease Transaction (T1)" means the transactions pursuant to the Powerton Lease Participation Agreement (T1) and the Powerton
Lease Operative Documents (T1) whereby the Borrower sells a 63.6% undivided interest in the Powerton Facility to Powerton Trust I and Powerton Trust I leases such undivided interest to the Borrower
pursuant to the Powerton Lease (T1).

"Powerton Lease Transaction (T2)" means the transactions pursuant to the Powerton Lease Participation Agreement (T2) and the Powerton
Lease Operative Documents (T2) whereby the Borrower sells a 36.4% undivided interest in the Powerton Facility to Powerton Trust II and Powerton Trust II leases such undivided interest to the Borrower
pursuant to the Powerton Lease (T2).

"Powerton Lease Trusts" means, collectively, Powerton Trust I and Powerton Trust II.

"Powerton Leases" means, collectively, the Powerton Lease (T1) and Powerton Lease (T2).

"Powerton Subordination Agreement (T1)" means the Subordination Agreement dated as of August 17, 2000 between Powerton Trust I, the
Owner Participant (as defined in the Powerton Lease Participation Agreement (T1)), the Lease Indenture Trustee (as defined in the Powerton Lease Participation Agreement (T1)) and the Holdings
Collateral Agent, as amended, supplemented, amended and restated or otherwise modified and in effect from time to time.

"Powerton Subordination Agreement (T2)" means the Subordination Agreement dated as of August 17, 2000 between Powerton Trust II,
the Owner Participant (as defined in the Powerton Lease Participation Agreement (T2)), the Lease Indenture Trustee (as defined in the Powerton Lease Participation Agreement (T2)) and the Holdings
Collateral Agent, as amended, supplemented, amended and restated or otherwise modified and in effect from time to time.

"Powerton Trust I" means Nesbitt Asset Recovery, Series P-1 (formerly known as Powerton Trust I), a Delaware business
trust.

"Powerton Trust II" means Powerton Trust II, a Delaware business trust.

"Powerton/Joliet Intercompany Note Pledge Agreements" means, collectively, the Powerton Intercompany Note Pledge Agreement (T1), the
Powerton Intercompany Note Pledge Agreement (T2),

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the
Joliet Intercompany Note Pledge Agreement (T1) and the Joliet Intercompany Note Pledge Agreement (T2).

"Powerton/Joliet Lease Assets" means, collectively, the Powerton Facility and the Joliet Leased Facility.

"Powerton/Joliet Lease Guarantees" means, collectively, the Powerton Guarantees, the Joliet Guarantees and the Powerton/Joliet
Reimbursement Agreement.

"Powerton/Joliet Lease Intercompany Notes" means, collectively, the Powerton Lease Intercompany Notes and the Joliet Lease Intercompany
Notes.

"Powerton/Joliet Lease Liabilities" means, collectively, the Powerton Lease Liabilities and the Joliet Lease Liabilities.

"Powerton/Joliet Lease Operative Documents" means, collectively, the Powerton Lease Operative Documents and the Joliet Lease Operative
Documents.

"Powerton/Joliet Lease Participation Agreements" means, collectively, the Powerton Lease Participation Agreement (T1), Powerton Lease
Participation Agreement (T2), Joliet Lease Participation Agreement (T1) and Joliet Lease Participation Agreement (T2).

"Powerton/Joliet Lease Transaction" means, collectively, the Powerton Lease Transaction and the Joliet Lease Transaction.

"Powerton/Joliet Lease Trusts" means, collectively, the Powerton Lease Trusts and the Joliet Lease Trusts.

"Powerton/Joliet Leases" means, collectively, Powerton Leases and Joliet Leases.

"Powerton/Joliet Reimbursement Agreement" means the Reimbursement Agreement dated as of August 17, 2000 between EME and the
Borrower, as amended, supplemented, amended and restated or otherwise modified and in effect from time to time.

"Powerton/Joliet Subordination Agreements" means, collectively, the Powerton Subordination Agreement (T1), the Powerton Subordination
Agreement (T2), the Joliet Subordination Agreement (T1) and the Joliet Subordination Agreement (T2).

"Prepayment Lender" has the meaning set forth inSection 3.1.2(c).

"Pricing Grid" means the pricing grid set forth onSchedule 3.2.1.

"Priority Debt Representative" means (a) in the case of this Agreement, the Administrative Agent and (b) in the case of any
other Priority Lien Debt the trustee, agent or representative of the holders of such Series of Priority Lien Debt who maintains the transfer register for such Series of Priority Lien Debt and is
appointed as a Priority Lien Debt Representative (for purposes related to the administration of the security documents) pursuant to the credit agreement, indenture or other agreement governing such
Priority Lien Debt, and who has executed a Collateral Trust Joinder.

"Priority Debt Sharing Confirmation" has the meaning set forth in the Collateral Trust Agreement.

"Priority Lien Debt" means:



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"Priority Lien Obligations" means the Priority Lien Debt and all other Obligations in respect of Priority Lien Debt.

"Priority Lien Secured Parties" has the meaning set forth in the Collateral Trust Agreement.

"Pro Forma" means, with respect to a calculation required to be made pursuant to this Agreement, that such calculation is made in
accordance with the methodologies set forth in Regulation S-X under the Securities Act and gives effect to all relevant modifications to contractual arrangements that have been made
prior to, or are being made on, the calculation date;provided, that in the case of a calculation for any period occurring prior to the Closing Date,
all contractual arrangements in effect on the Closing Date shall be deemed to have been in effect for the entirety of such period.

"Prudent Industry Practice" means, at a particular time, (a) any of the practices, methods and acts engaged in or approved by a
significant portion of the competitive electric generating industry at such time, or (b) with respect to any matter to whichclause (a)does not apply, any of the practices, methods and acts which, in the exercise of reasonable judgment at the time the decision was made, could have been expected to accomplish the desired result at a
reasonable cost consistent with good business practices, reliability, safety and expedition. "Prudent Industry Practice" is not intended to be limited to the optimum practice, method or act to the
exclusion of all others, but rather to be a spectrum of possible practices, methods or acts having due regard for, among other things, manufacturers' warranties and the requirements of any
Governmental Authority of competent jurisdiction.

"PUHCA" means the Public Utility Holding Company Act of 1935, as amended.

"Quarterly Payment Date" means the first day of each January, April, July and October or, if any such day is not a Business Day, the next
succeeding Business Day.

"Recovery Event" means any settlement of or payment of $15,000,000 or more in respect of (a) any property or casualty insurance
claim relating to any asset of the Borrower or (b) any seizure, condemnation, confiscation or taking of, or requisition of title or use of, the Facilities or any part thereof by any
Governmental Authority.

"Refinance" means with respect to any Financing, extensions, refinancing, renewal, replacement, defeasance or refund of such Financing
for, or with the proceeds of, other Indebtedness.

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"Register" has the meaning set forth inSection 10.11.1(b).

"Regulatory Violation" means (a) the Borrower or any of its Subsidiaries becoming (i) subject to regulation as a "holding
company" or a "subsidiary company" or an "affiliate" of a "holding company" under PUHCA or (ii) subject to regulation as a "public utility" under the laws of the State of Illinois or
(b) the Borrower failing (i) to be an "exempt wholesale generator" under PUHCA, (ii) to be interconnected with the high voltage network or to have access to transmission services
and ancillary services to sell wholesale electric power or (iii) to have the authority to sell wholesale electric power at market-based rates and, in the case of clause (a)or(b), such circumstance could reasonably be expected to result in a Material Adverse
Effect.

"Reimbursement Restricted Payments" means payments to reimburse or repay Special Capital Contributions.

"Reinvestment Deferred Amount" means with respect to any Recovery Event, the aggregate Net Cash Proceeds received by the Borrower in
connection therewith which are not applied to prepayments or reductions pursuant toSection 3.1.2(b)as a result of the delivery of a
Reinvestment Notice.

"Reinvestment Notice" has the meaning set forth inSection 7.1.11(a).

"Reinvestment Prepayment Amount" means, with respect to any Recovery Event, the Reinvestment Deferred Amount relating thereto lessany amount which, prior to the
relevant Reinvestment Prepayment Date, the Borrower or its Subsidiaries have spent or have agreed, pursuant to a
binding written contract (under which performance is in progress) to spend, to restore or replace the assets in respect of which a Recovery Event has occurred pursuant to Section 7.1.11.

"Reinvestment Prepayment Date" means, with respect to any Recovery Event, the earliest of (a) the first date occurring after such
Recovery Event on which an Event of Default shall have occurred, (b) the date occurring twelve months after such Recovery Event and (c) the date on which the Borrower shall have
determined not to, or shall have otherwise ceased to, restore or replace the assets in respect of which a Recovery Event has occurred.

"Reorganization" means, with respect to any Multiemployer Plan, the condition that such plan is in reorganization within the meaning of
Section 4241 of ERISA.

"Reportable Event" means any of the events set forth in Section 4043(b) of ERISA, other than those events as to which the thirty
(30) day notice period is waived under subsections .13, .14, .16, .18, .19 or .20 of PBGC Reg. Section 2615.

"Required Lenders" means, at any time, subject to the last paragraph of Section 10.1, Lenders having Revolver Exposure, unused Revolver Commitments and outstanding
Term Loans representing at least 50.1% of the sum of
the total Revolver Exposure, unused and outstanding Revolver Commitments and outstanding Term Loans at such time. The "Required Lenders" of a particular Class of Loans (a) with respect to
Revolver Loans, means Revolver Lenders having at least 50.1% of Revolver Exposure and unused and outstanding Revolver Commitments and (b) with respect to Terms Loans, Term Loan Lenders having
at least 50.1% of the outstanding Term Loans at such time.

"Requirement of Law" means, as to any Person, the Organic Documents of such Person, and any law, treaty, rule or regulation or
determination of an arbitrator or a court or other authority, in each case, applicable to or binding upon such Person or any of its Property or to which such Person or any of its property is subject.

"Restricted Payment" has the meaning set forth inSection 7.2.7.

"Retiring Lenders" has the meaning set forth in the recitals.

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"Revolver Availability Period" means the period from and including the Closing Date to but excluding the earlier of the Revolver
Commitment Termination Date and the date of termination of the Revolver Commitments.

"Revolver Commitment" means, with respect to each Revolver Lender, the commitment, if any, of such Revolver Lender to make Revolver Loans
and to acquire participations in Letters of Credit hereunder, expressed as an amount representing the maximum aggregate amount of such Revolver Lender's Revolver Exposure hereunder, as such commitment
may be (a) reduced from time to time pursuant toSection 3.1and (b) reduced or increased from time to time pursuant to assignments
by or to such Revolver Lender pursuant toSection 10.11.1. The initial amount of each Revolver Lender's Revolver Commitment is set forth on
Schedule 1.1(b) or in the Assignment Agreement pursuant to which such Revolver Lender shall have assumed its Revolver Commitment, as applicable. The initial aggregate amount of the Revolver
Lenders' Revolver Commitments is $500,000,000.

"Revolver Commitment Termination Date" means April 29, 2011.

"Revolver Exposure" means, with respect to any Revolver Lender at any time, the sum of the outstanding principal amount of such Revolver
Lender's Revolver Loans and LC Exposure at such time.

"Revolver Lender" means a Lender with a Revolver Commitment, an outstanding Revolver Loan or an unreimbursed LC Disbursement.

"Revolver Loan" has the meaning set forth inSection 2.1.2.

"Revolver Prepayment Date" means April 27, 2010.

"S&P" means Standard & Poor's Ratings Services and its successors and assigns.

"Sabrooke Peaking Unit" means the 70 MW (nominal summer rating) oil-fired Sabrooke peaking unit and related assets owned by
the Borrower and located in Winnebago County, Illinois.

"Secured Class" means all Secured Parties having the same priority. This Agreement provides for two Classes of Secured Parties, the
holders of Priority Lien Obligations and the holders of Parity Lien Obligations.

"Secured Debt" means Priority Lien Debt and Parity Lien Debt.

"Secured Debt Representative" means each Parity Debt Representative and each Priority Debt Representative.

"Secured Leverage Ratio" means, on any date, the ratio of:



In
addition, for purposes of calculating the Secured Leverage Ratio:



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"Secured Obligations" means the Parity Lien Obligations and the Priority Lien Obligations.

"Secured Parties" has the meaning set forth in the Collateral Trust Agreement.

"Securities Act" means the Securities Act of 1933, as amended.

"Security Documents" means (a) the Collateral Trust Agreement, (b) the Borrower Security Agreement, (c) each Pledge
Agreement, (d) the EMMT Security Agreement, (e) the Powerton/Joliet Subordination Agreements, (f) the Mortgaged Facility Mortgages and (g) any other agreement or instrument
hereafter entered into by the Borrower or any other Person which, directly or indirectly, Guarantees or secures payment of Indebtedness under this Agreement or payment or performance of any other
Obligation arising under a Loan Document.

"Series of Parity Lien Debt" means, severally, the Notes and each other issue or series of Parity Lien Debt for which a single transfer
register is maintained.

"Series of Priority Lien Debt" means indebtedness under this Agreement and each other issue or series of Priority Lien Debt for which a
single transfer register is maintained.

"Series of Secured Debt" means, severally, each Series of Priority Lien Debt and each Series of Parity Lien Debt.

"Solvent" means, with respect to any Person, on any date of determination:



"SPC" has the meaning set forth inSection 10.11.1(e).

"Special Capital Contribution" means cash contributions (including the EME Equity Contribution) in the form of equity or subordinated
intercompany loans made by EME or a Subsidiary of EME after the Original Effective Date.

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"Special Restricted Payment" means a Restricted Payment in an amount up to $60,000,000, as contemplated by Section 7.2.7.

"Subordinated Indebtedness" means Indebtedness of the Borrower or any of its Subsidiaries (other than Affiliated Indebtedness) that is
unsecured and/or contractually subordinated to Priority Lien Debt and Parity Lien Debt.

"Subsidiary" means, with respect to any Person: (a) any corporation, association or other business entity of which more than 50% of
the outstanding capital stock having ordinary voting power to elect a majority of the directors, managers or trustees of such corporation (irrespective of whether at the time capital stock of any
other class or classes of such corporation shall or might have voting power upon the occurrence of any contingency) is at the time directly or indirectly owned by such Person, by such Person and one
or more other Subsidiaries of such Person, or by one or more other Subsidiaries of such Person; and (b) any partnership (i) the sole general partner or the managing general partner of
which is such Person or a Subsidiary of such Person or (ii) the only general partners of which are such Person or one or more Subsidiaries of such Person (or any combination thereof).

"Subsidiary Guarantee" means a Subsidiary Guarantee substantially in the form of Exhibit Hbetween a Subsidiary of the Borrower and the Administrative Agent, as
amended, restated, amended and restated or otherwise modified and
in effect from time to time.

"Tax" or "Taxes" means, with respect to any Person, any present or future taxes (including
income, gross receipts, license, payroll, employment, excise, severance, stamp, occupation, premium, windfall profits, environmental, capital stock, franchise, profits, withholding, social security
(or similar), unemployment, disability, real property, personal property, sales, use, transfer, registration, value-added, ad valorem, alternative or add-on minimum, estimated, or other
tax of any kind whatsoever), levies, imposts, duties, fees or charges imposed by any government or any governmental agency or instrumentality or any international or multinational agency or
commission, including any interest, penalty, or addition thereto, whether disputed or not for which such Person may be liable (including any such Tax related to any other Person for which such Person
is liable, by contract, as transferee or successor, by law or otherwise).

"Tax Return" means all returns, declarations, reports, claims for refund and information returns and statements of any Person required to
be filed with respect to, or in respect of, any Taxes, including any schedule or attachment thereto and any amendment thereof.

"Term Loan Commitment" means, relative to any Term Loan Lender, the obligation of such Term Loan Lender to maintain a Term Loan on the
Closing Date in a principal amount (taking into account the assignment and delegation contemplated by Section 10.11.1(f)) set forth in the notice to be delivered pursuant to
Section 10.11.1(f)(iii). The Term Loan Commitments of all of the Term Loan Lenders shall not exceed $332,995,704.25 in the aggregate.

"Term Loan Lender" means a Lender with a Term Loan Commitment or an outstanding Term Loan.

"Term Loan Maturity Date" means April 27, 2011.

"Term Loans" has the meaning set forth inSection 2.1.1.

"Title Insurer" means Chicago Title Insurance Company.

"Title Policies" means the American Land Title Association 1970 (revised 10/17/84) Form extended coverage Lender's Fee Policies of title
insurance dated the date of recording of the Mortgaged Facility Mortgages issued by the Title Insurer insuring the Lien in favor of the Collateral Trustee for the benefit of the Secured Parties
created by the Mortgaged Facility Mortgages.

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"Transaction with an Affiliate" means, with respect to any Person (a) any agreement or contract with any Affiliate or Subsidiary of
such Person and any amendment, modification or supplement thereof or thereto or (b) any other transaction or business arrangement with an Affiliate or Subsidiary of such Person not otherwise
expressly permitted by the Loan Documents.

"type" means, relative to any Loan, the portion thereof, if any, being maintained as a Base Rate Loan or a LIBO Rate Loan.

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"Uniform Commercial Code" or "UCC" means the Uniform Commercial Code as in effect from
time to time in the State of New York.

"United States" or "U.S." means the United States of America, its fifty States and the
District of Columbia.

"United States Person" has the meaning given to such term in Section 7701(a) (30) of the Code.

"Voting Stock" of any Person as of any date means the Capital Stock of such Person that is at the time entitled to vote in the election of
the Board of Directors of such Person.

"Waukegan Facility" means the Waukegan station, 789 MW net coal-fired electric generating facility and related assets owned by
the Borrower, including the Waukegan Peaking Unit, and located in Lake County, Illinois.

"Waukegan Peaking Unit" means the 92 MW (nominal summer rating) oil-fired Waukegan peaking unit owned by the Borrower and
located in Lake County, Illinois.

"Waukegan Unit 6" means the 100 MW net coal-fired Unit 6 that is part of the Waukegan Facility.

"Weighted Average Life to Maturity" means, when applied to any Indebtedness at any date, the number of years obtained by dividing:



"Welfare Plan" means a "welfare plan", as such term is defined in Section 3(1) of ERISA.

"Will County Facility" means the Will County station, 1,092 MW net coal-fired electric generating facility and related assets
owned by the Borrower and located in Will County, Illinois.

"Will County Units 1 and 2" means, collectively, (a) the 156 MW net coal-fired Unit 1 that is part of the Will County
Facility and (b) the 154 MW net coal-fired Unit 2 that is part of the Will County Facility.

SECTION
1.2Use of Defined Terms.    Unless otherwise defined or the context otherwise requires, terms for which
meanings are provided in this Agreement shall have such meanings when used in (a) the Funds Flow Undertaking and (b) each Borrowing Request, Continuation/Conversion Notice, Loan
Document, notice and other communication delivered from time to time in connection with any Loan Document.

SECTION
1.3Cross-References.    Unless otherwise specified, references in this Agreement to any Article, Section,
Annex, Exhibit or Schedule are references to such Article, Section, Annex, Exhibit or Schedule of or to this Agreement, and, unless otherwise specified, references in any Article, Section or
definition to any clause are references to such clause of such Article, Section or definition.

SECTION
1.4Accounting and Financial Determinations.    Except as otherwise expressly provided herein, all terms of
an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to time;providedthat, if the Borrower notifies
the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the date hereof in GAAP or in the application thereof on
the operation of such provision (or if the Administrative Agent notifies the Borrower that the Required Lenders request an amendment to any provision hereof for such purpose), regardless of whether
any such notice is given before or after such change in GAAP or in the application thereof, then such provision shall be

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interpreted
on the basis of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance
herewith.

ARTICLE II  COMMITMENTS AND BORROWING PROCEDURES

SECTION 2.1Commitments.

SECTION
2.1.1Term Loans.    Subject to the terms and conditions set forth herein, each Term Loan Lender agrees to
maintain its loan (each, a "Term Loan") to the Borrower in a principal amount not exceeding its Term Loan Commitment. The Term Loan Commitment of each
of the Term Loan Lenders was fully utilized under the Existing Credit Agreement. Amounts prepaid or repaid in respect of Term Loans may not be reborrowed.

SECTION
2.1.2Revolver Loans.    Subject to the terms and conditions set forth herein, each Revolver Lender agrees
to make revolving loans ("Revolver Loans") to the Borrower from time to time during the Revolver Availability Period in an aggregate principal amount
that will not result in (a) such Revolver Lender's Revolver Exposure exceeding such Revolver Lender's Revolver Commitment or (b) the total Revolver Exposures exceeding the total Revolver
Commitments. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may borrow, prepay and reborrow Revolver Loans.

SECTION
2.2Loans.

SECTION
2.2.1Obligations of Lenders.    Each Loan shall consist of the same Class and type made by the Lenders
ratably in accordance with their respective Commitments of the applicable Class. The failure of any Lender to make any Loan required to be made by it shall not relieve any other Lender of its
obligations hereunder;providedthat the Commitments of the Lenders are several and no Lender shall be responsible for any other Lender's failure to
make Loans as required.

SECTION
2.2.2Type of Loans.    Subject toSection 4.2, each
Loan shall be constituted entirely of Base Rate Loans or of LIBO Rate Loans as the Borrower may request in accordance herewith. Each Lender at its option may make any LIBO Rate Loans by causing any
domestic or foreign branch or Affiliate of such Lender to make such Loan;providedthat any exercise of such option shall not affect the obligation of
the Borrower to repay such Loan in accordance with the terms of this Agreement.

SECTION
2.2.3Minimum Amounts; Limitation on Number of Loans.    Each Loan shall be in an aggregate amount of
$5,000,000 or a larger multiple of $1,000,000;providedthat a Base Rate Loan may be in an aggregate amount that is equal to the entire unused balance
of the total Commitments of the applicable Class or (in the case of Revolver Loans) that is required to finance, in an amount not less than $5,000,000, the reimbursement of an LC Disbursement as
contemplated bySection 2.6.5. Loans of
more than one Class and type may be outstanding at the same time;providedthat there shall not at any time be more than a total of (a) five
(5) LIBO Rate Loans outstanding with respect to Term Loans and (b) ten (10) LIBO Rate Loans outstanding with respect to Revolver Loans.

SECTION
2.2.4Limitations on Interest Periods.    Notwithstanding any other provision of this Agreement, the
Borrower shall not be entitled to request (or to elect to convert to or continue as a LIBO Rate Loan): (a) any Revolver Loan if the Interest Period requested therefor would end after the
Revolver Commitment Termination Date; (b) any Term Loan if the Interest Period requested therefor would end after the Term Loan Maturity Date; or (c) any Term Loan if the Interest Period
requested therefor would commence before and end after any Quarterly Payment Date unless, after giving effect thereto, the aggregate principal amount of the Term Loans having Interest Periods that end
after such Quarterly Payment Date shall be equal to or less than the aggregate principal amount of the Term

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Loans
permitted to be outstanding after giving effect to the payments of principal required to be made on such Quarterly Payment Date.

SECTION
2.3Borrowing Procedure.



SECTION
2.4Continuation and Conversion Elections.    By delivering a Continuation/Conversion Notice to the
Administrative Agent on or before 12:00 Noon, New York City time, on a Business Day, the Borrower may from time to time irrevocably elect that all, or any portion in an aggregate minimum amount of
$5,000,000 and an integral multiple of $1,000,000 in excess thereof, of any Loans be (a) on not less than three (3) Business Days' notice, converted into, or continued as, LIBO Rate
Loans, or (b) on the same Business Day, be converted into Base Rate Loans. In the absence of delivery of a Continuation/Conversion Notice with respect to any LIBO Rate Loan, such LIBO Rate Loan
shall automatically be continued as a LIBO Rate Loan with an Interest Period of the same duration as the then expiring Interest Period;provided, however,
that (i) each such conversion or continuation shall be pro rated among the applicable outstanding Loans of all Lenders, (ii) a
LIBO Rate Loan may not be converted at any time other than the last day of the Interest Period applicable thereto and (iii) no portion of the outstanding principal amount of any Loans may be
continued as, or be converted into, LIBO Rate Loans when any Default or Event of Default has occurred and is continuing. Each delivery of a Continuation/Conversion Notice shall constitute a
certification and warranty by the Borrower that on the date of delivery of such notice no Default has occurred and is continuing. If prior to the time of such continuation or conversion any matter
certified to by the Borrower by reason of the immediately preceding sentence will not be true and correct at such time if then made, the Borrower will immediately so notify the Administrative Agent.
Except to the extent, if any, that prior to the time of such continuation or conversion the Administrative Agent shall have received written notice to the contrary from the Borrower, such
certification and warranty shall be deemed to be made at the date of such continuation or conversion as if then made. Upon the occurrence and during the continuance of

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any
Event of Default underSection 8.1.1, each LIBO Rate Loan shall convert automatically to a Base Rate Loan at the end of the Interest Period
then in effect for such LIBO Rate Loan.

SECTION
2.5Funding.    Each Lender may, if it so elects, fulfill its obligation to make, continue or convert LIBO
Rate Loans hereunder by causing one of its foreign branches or Affiliates (or an international banking facility created by such Lender) to make or maintain such LIBO Rate Loan; provided,however, that such LIBO Rate Loan shall nonetheless be deemed to have been made and to be held
by such Lender, and the obligation of the Borrower to repay such LIBO Rate Loan shall nevertheless be to such Lender for the account of such foreign branch, Affiliate or international banking
facility. In addition, the Borrower hereby consents and agrees that, for purposes of any determination to be made for purposes ofSection 4.1, 4.2,4.3,4.4, or 4.5, it shall be conclusively assumed that each Lender elected to fund all LIBO Rate Loans by
purchasing deposits in its LIBOR Office's interbank
eurodollar markets. Notwithstanding the foregoing, such foreign branch or Affiliate shall satisfy the requirements ofSection 4.7(e).

SECTION
2.6Letters of Credit.    Subject to the terms and conditions set forth herein, in addition to the Loans
provided for inSection 2.1, the Borrower may request an Issuing Lender to Issue, at any time
and from time to time on any Business Day during the period from the Closing Date to the date which is ten (10) Business Days prior to the Revolver Prepayment Date, Letters of Credit for its
own account in such form as is acceptable to such Issuing Lender in its reasonable determination. Letters of Credit Issued hereunder shall constitute utilization of the Revolver Commitments; provided,
that the Borrower's ability to obtain Letters of Credit shall be fully revolving and accordingly the Borrower may, prior to the Revolver
Prepayment Date, obtain Letters of Credit to replace Letters of Credit which have expired or which have been drawn and subsequently reimbursed.

SECTION
2.6.1Notice of Issuance, Amendment, Renewal or Extension.    To request the Issuance of a Letter of
Credit (or the amendment, renewal or extension of an outstanding Letter of Credit), the Borrower shall hand deliver or telecopy (or transmit by electronic communication, if arrangements for doing so
have been approved by such Issuing Lender) to an Issuing Lender and the Administrative Agent at least three (3) Business Days (or such shorter time as such Issuing Lender may agree in a
particular instance in its sole discretion) prior to the requested Issuance Date a notice (a "Letter of Credit Application") requesting the Issuance of
a Letter of Credit, or identifying the Letter of Credit to be amended, renewed or extended, and specifying (a) the Issuing Lender for such Letter of Credit, (b) the Issuance Date (which
shall be a Business Day), (c) the date on which such Letter of Credit is to expire (which shall comply withSection 2.6.3), (d) the
amount of such Letter of Credit, (e) the name and address of the beneficiary thereof, (f) all other terms and conditions regarding such Letter of Credit and (g) such other
information as shall be necessary to prepare, amend, renew or extend such Letter of Credit. If requested by an Issuing Lender, the Borrower also shall submit a Letter of Credit Application on such
Issuing Lender's standard form in connection with any request for a Letter of Credit. In the event of any inconsistency between the terms and conditions of this Agreement and the terms and conditions
of any form of Letter of Credit Application or other agreement submitted by the Borrower to, or entered into by the Borrower with, an Issuing Lender relating to any Letter of Credit, the terms and
conditions of this Agreement shall control.

SECTION
2.6.2Limitations on Amounts.    A Letter of Credit shall be Issued only if (and upon Issuance of each
Letter of Credit the Borrower shall be deemed to represent and warrant that) after giving effect to such Issuance the total Revolver Exposures shall not exceed the total Revolver Commitments.

SECTION
2.6.3Expiration Date.    Each Letter of Credit shall expire at or prior to the close of business on the
earlier of (a) the date set forth in the Letter of Credit Application and (b) the date that is five (5) Business Days prior to the Revolver Prepayment Date.

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SECTION
2.6.4Participations.    By the Issuance of a Letter of Credit (or an amendment to a Letter of Credit
increasing the amount thereof) by an Issuing Lender, or, in the case of the Letters of Credit set forth on Schedule 2.6.11, by each Revolver Lender's signature on the signature pages hereto,
and without any further action on the part of such Issuing Lender or the Revolver Lenders, such Issuing Lender hereby grants to each Revolver Lender, and each Revolver Lender hereby acquires from such
Issuing Lender a participation in such Letter of Credit equal to such Revolver Lender's Percentage of
the aggregate amount available to be drawn under such Letter of Credit. Each Revolver Lender acknowledges and agrees that its obligation to acquire participations pursuant to this paragraph in respect
of Letters of Credit is absolute and unconditional and shall not be affected by any circumstance whatsoever, including any amendment, renewal or extension of any Letter of Credit or the occurrence and
continuance of a Default or Event of Default or reduction or termination of the Revolver Commitments.

In
consideration and in furtherance of the foregoing, each Revolver Lender hereby absolutely and unconditionally agrees to pay to the Administrative Agent, for the account of an Issuing
Lender, such Revolver Lender's Percentage of each LC Disbursement made by such Issuing Lender promptly upon the request of such Issuing Lender at any time from the time of such LC Disbursement until
such LC Disbursement is reimbursed by the Borrower or at any time after any reimbursement payment is required to be refunded to the Borrower for any reason. Such payment shall be made without any
offset, abatement, withholding or reduction whatsoever. Each such payment shall be made in the same manner as provided inSection 2.3(b)with
respect to Revolver Loans made by such Revolver Lender (andSection 2.3(b)shall apply,mutatis
mutandis, to the payment obligations of the Lenders), and the Administrative Agent shall promptly pay to the relevant Issuing Lender the amounts so received by it from the
Revolver Lenders. Promptly following receipt by the Administrative Agent of any payment from the Borrower pursuant toSection 2.6.5, the
Administrative Agent shall distribute such payment to the relevant Issuing Lender or, to the extent that the Revolver Lenders have made payments pursuant to this paragraph to reimburse such Issuing
Lender, then to such Revolver Lenders and such Issuing Lender as their interests may appear. Any payment made by a Revolver Lender pursuant to this paragraph to reimburse an Issuing Lender for any LC
Disbursement shall not constitute a Loan and shall not relieve the Borrower of its obligation to reimburse such LC Disbursement.

SECTION
2.6.5Reimbursement.    If an Issuing Lender shall make any LC Disbursement in respect of a Letter of
Credit, the Borrower shall reimburse such Issuing Lender in respect of such LC Disbursement by paying to the Administrative Agent an amount equal to such LC Disbursement and any interest accrued
pursuant toSection 2.6.8not later than 2:00 p.m., New York City time, four (4) Business Days after the Business Day on which the
Borrower receives notice of such LC Disbursement,providedthat, the Borrower may, subject to the conditions to borrowing set forth herein, request in
accordance withSection 2.3(a)that an LC Disbursement be financed with a Borrowing (or a portion thereof) of Revolver Loans and, to the extent
so financed, the Borrower's obligation to reimburse such LC Disbursement shall be discharged and replaced by the resulting Revolver Loan.

If
the Borrower fails to make such payment when due, the Administrative Agent shall notify each applicable Revolver Lender of the applicable LC Disbursement, the payment then due from
the Borrower in respect thereof and such Revolver Lender's Percentage thereof.

SECTION
2.6.6Obligations Absolute.



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SECTION
2.6.7Disbursement Procedures.    Each Issuing Lender shall, within a reasonable time following its receipt
thereof, examine all documents purporting to represent a demand for payment under a Letter of Credit. Each Issuing Lender shall promptly after such examination notify the Administrative Agent and the
Borrower by telephone (confirmed by telecopy) of such demand for payment and whether such Issuing Lender has made or will make an LC Disbursement thereunder;

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providedthat any failure to give or delay in giving such notice shall not relieve the Borrower of its obligation to reimburse such Issuing Lender and the Revolver Lenders with
respect to any such LC Disbursement.

SECTION
2.6.8Interim Interest.    If an Issuing Lender shall make any LC Disbursement, then, unless the Borrower
shall reimburse such LC Disbursement in full on the date such LC Disbursement is made, the unpaid amount thereof shall bear interest, for each day from and including the date such LC Disbursement is
made to but excluding the date that the Borrower reimburses such LC Disbursement (in an amount equal to the LC Disbursement if such LC Disbursement is reimbursed by the Borrower after the date the LC
Disbursement is made), at a rate equal to the Alternate Base Rate, in effect from time to time,plusthe Applicable Margin for Base Rate Loans that are
Revolver Loans;providedthat, if the Borrower fails to reimburse such LC Disbursement when due pursuant to Section 2.6.5, then such overdue amount
shall bear additional interest (after as well as before judgment) at a rate equal to 2% per annum.
Interest accrued pursuant to this paragraph shall be for account of the Issuing Lender, except that interest accrued on and after the date of payment by any Revolver Lender pursuant to Section 2.6.5to reimburse such Issuing Lender shall be for account of such Revolver Lender to the extent of such payment.

SECTION
2.6.9Addition and Replacement of Issuing Lenders.    Any Revolver Lender may become an Issuing Lender at
any time by written agreement between the Borrower, the Administrative Agent, and such Revolver Lender. Any Issuing Lender may be replaced by a Revolver Lender at any time by written agreement between
the Borrower, the Administrative Agent, the replaced Issuing Lender and such Revolver Lender. The Administrative Agent shall notify the Lenders of any such change of an Issuing Lender. At the time any
such change shall become effective, the Borrower shall pay all unpaid fees accrued for account of the replaced Issuing Lender pursuant to Section 3.3.2. From and after the effective date of any
such change, (a) the Revolver Lender becoming an Issuing Lender shall have all
the rights and obligations of an Issuing Lender under this Agreement with respect to Letters of Credit to be Issued thereafter and (b) references herein to the term "Issuing Lender" shall be
deemed to refer to such new or to any previous Issuing Lender, or to such new and all previous Issuing Lenders, as the context shall require. After the replacement of an Issuing Lender hereunder, the
replaced Issuing Lender shall remain a party hereto and shall continue to have all the rights and obligations of an Issuing Lender under this Agreement with respect to Letters of Credit Issued by it
prior to such replacement, but shall not be required to Issue additional Letters of Credit.

SECTION
2.6.10Cash Collateralization.



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SECTION
2.6.11Existing Letters of Credit.    The Borrower hereby (a) designates each Letter of Credit
listed onSchedule 2.6.11as a Letter of Credit and (b) accepts, acknowledges and assumes all obligations with respect to such Letters of
Credit pursuant to the terms and conditions of this Agreement.

ARTICLE III  REPAYMENTS, PREPAYMENTS, INTEREST AND FEES

SECTION 3.1Repayments, Amortization and Prepayments.



SECTION
3.1.1Optional Prepayments and Commitment Reductions.    At any time, and from time to time, the Borrower
may, on any Business Day, make a voluntary prepayment or permanent commitment reduction, in whole or in part, of the outstanding principal amount of the Term Loans or the Revolver Loans (in the
Borrower's discretion) or the Commitments thereunder;provided,however, that:



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SECTION
3.1.2Mandatory Prepayments.

(a)   At
any time either (x) the Borrower is not Investment Grade or (y) the Secured Leverage Ratio is greater than 2.75 to 1, the Borrower shall offer to make a
prepayment to the Term Loan Lenders in an amount equal to (each of the following, a "Mandatory Prepayment Trigger Event"):



At
the option of any Prepayment Lender electing to receive its portion of the mandatory prepayments pursuant toSection 3.1.2(c),
the Borrower shall make a prepayment of the Term Loans on the relevant Mandatory Prepayment Date to the Administrative Agent for the account of each Prepayment Lender in an amount equal to the amount
elected by each such Prepayment Lender pursuant toSection 3.1.2(c)and in manner set forth in Section 3.1.2(e).

(b)   If
the Borrower shall receive any Net Cash Proceeds from any Recovery Event, the Borrower shall make a prepayment of the Term Loans in an amount equal to 100% of such
Net Cash Proceeds as set forth inSection 3.1.2(e), unless the Borrower delivers a Reinvestment Notice in respect of such Recovery Event pursuant
toSection 7.1.11, in which case, an amount equal to the Reinvestment Prepayment Amount with respect to such Recovery Event shall be applied on
each Reinvestment Prepayment Date to the prepayment of the Term Loans as set forth inSection 3.1.2(e).

(c)   The
Borrower will give not less than ten (10) Business Days' prior notice of any Mandatory Prepayment Trigger Event to the Administrative Agent, which notice
shall be irrevocable, specify the date the prepayment in connection with such Mandatory Prepayment Trigger Event will be made (the "Mandatory Prepayment
Date") (such date to be on or prior to the date three (3) Business Days after the occurrence of such Mandatory Prepayment Trigger Event) and the maximum principal amount
of the prepayment available to be made in connection therewith if all of the Term Loan Lenders elect such prepayment (such notice, an "Optional Prepayment
Notice"). Each Term Loan Lender electing not to receive the mandatory prepayment offered in the Optional Prepayment Notice shall notify the Administrative Agent five
(5) days prior to the Mandatory Prepayment Date. Each Term Loan Lender that does not notify the Administrative Agent five (5) days prior to the Mandatory Prepayment Date will be deemed
to have elected to receive the prepayment specified in the Optional Prepayment Notice. The Administrative Agent shall notify the Borrower three (3) days prior to the Mandatory Prepayment

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Date
of each of the Term Loan Lenders that have elected (or deemed to have elected) to receive prepayment of its portion of the amount specified in the Optional Prepayment Notice based on each such
Term Loan Lender'spro rataportion of the Term Loans (such Lenders, the "Prepayment Lenders").

(d)   At
any time that the (i) maximum principal amount of the prepayment available to be made in connection with a Mandatory Prepayment Trigger Event as set forth in
the Optional Prepayment Notice exceeds the principal and interest due and payable on outstanding Term Loans or (ii) the prepayment available under Section 3.1.2(b)exceeds the principal and
interest due and payable on outstanding Term Loans, the Borrower shall, to the extent of such excess,first, repay any outstanding Revolver Loans as set forth inSection 3.1.2(e)and second, apply the
remainder of such excess (if any) to Cash Collateralize any outstanding Letters of Credit.

(e)   Prepayments
of Loans underSection 3.1.2(a)(d)shall be appliedpro
rataamong (i) the Prepayment Lenders, in the case of prepayment pursuant toSection 3.1.2(a), (ii) all
Term Loan Lenders, in the case of the portion of the prepayment pursuant toSection 3.1.2(b)to be applied to the Term Loans and (iii) the
Revolver Lenders, in the case of prepayment pursuant toSection 3.1.2(d), in each case, in accordance with the respective unpaid principal
amounts of the Loans held by such Lendersprovided, that: (A) any such prepayment made shall be applied firstpro
rataamong Base Rate Loans and (B) any such prepayment made shall be applied secondpro rataamong LIBO Rate Loans and,
if applicable, having the same Interest Period.

(f)    The
Borrower shall repay 100% of the principal amount of Revolver Loans and LC Disbursements, in each case, on the Revolver Prepayment Date (or on the next succeeding
Business Day if the Revolver Prepayment Date is not a Business Day) plus accrued and unpaid interest and any other amounts owing hereunder to each Revolver Lender electing such repayment pursuant to
thisSection 3.1.2(f). Each Revolver Lender electing repayment shall deliver its written notice of its election to require the Borrower to repay
its Revolver Loans and LC Disbursements and to permanently reduce its Revolver Commitments pursuant to thisSection 3.1.2(f)no more than thirty
(30) Business Days and no fewer than ten (10) Business Days prior to the Revolver Prepayment Date. The Revolver Commitments of each Revolver Lender electing a prepayment and commitment
reduction under thisSection 3.1.2(f)shall be permanently reduced to zero on the Revolver Prepayment Date.

SECTION
3.1.3Acceleration; Penalty.

(a)   The
Borrower shall immediately upon any acceleration of any Loans pursuant toSection 8.2or Section 8.3, repay all Loans, unless, pursuant toSection 8.3, only a portion of all Loans
is so accelerated (in which event the Borrower shall repay the portion of the Loans so accelerated).

(b)   Each
prepayment of Loans made pursuant toSection 3.1shall be accompanied by accrued interest to the date of such
prepayment on the amount prepaid, but shall be without premium or penalty, except as may be required bySection 4.5. Prepayment of principal of
any Term Loan pursuant toSection 3.1shall cause a permanent reduction in such Term Loan prepaid.

SECTION
3.2Interest Provisions.    Interest on the outstanding principal amount of Loans shall accrue and be
payable in accordance with thisSection 3.2.

SECTION
3.2.1Rates.

(a)   Pursuant
to an appropriately delivered Borrowing Request or Continuation/ Conversion Notice, the Borrower may elect that the Loans or a portion of the Loans pursuant to Section 2.3accrue interest at a rate
per annum:



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(b)   All
LIBO Rate Loans shall bear interest from and including the first day of the applicable Interest Period to (but not including) the last day of such Interest Period at
the interest rate determined as applicable to such LIBO Rate Loan.

SECTION
3.2.2Default Rates.    Upon the occurrence and during the continuance of any Event of Default, the
Borrower shall pay, but only to the extent permitted by law, in addition to the applicable Alternate Base Rate or LIBO Rateplusthe Applicable Margin
on each such Loan, then payable on the Loans, additional interest (after as well as before judgment) on the Loans at 2% per annum until such Event of Default is cured.

SECTION
3.2.3Payment Dates.    Interest accrued on each Loan shall be payable, without duplication:



Interest
accrued on Loans or other monetary Obligations arising under any Loan Document after the date such amount is due and payable (whether on the related maturity date, upon
acceleration or otherwise) shall be payable upon demand.

SECTION
3.2.4Interest Rate Determination.    The Administrative Agent shall determine the interest rate applicable
to Loans and shall give prompt notice to the Borrower and the Lenders of such determination, and its determination thereof shall be conclusive in the absence of manifest error.

SECTION
3.3Fees.

SECTION
3.3.1Commitment Fee.    The Borrower agrees to pay to the Administrative Agent for the ratable account of
each Revolver Lender a commitment fee which shall accrue on the average daily unused amount of the Revolver Commitment of such Revolver Lender during the period from and including the Closing Date to
but excluding the earlier of the date such Revolver Commitment terminates and the Revolver Commitment Termination Date at the rate per annum for the Revolver Loans based on the Debt Rating for such
day determined as provided in the Pricing Grid. Accrued commitment fees shall be payable on each Quarterly Payment Date and on the earlier of the date the Revolver Commitments terminate and the
Revolver Commitment Termination Date commencing on the first such date to occur after the date hereof. All commitment fees shall be computed on the basis of a year of 360 days and shall be
payable for the actual number of days elapsed (including the first day but excluding the last day). For purposes of computing commitment fees, the Revolver Commitment of a

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Revolver
Lender shall be deemed to be used to the extent of the outstanding Revolver Loans and LC Exposure of such Revolver Lender.

SECTION
3.3.2Letter of Credit Fees.    The Borrower agrees to pay:

(a)   to
the Administrative Agent for the account of each Revolver Lender a participation fee (a "Participation Fee") with
respect to its participations in Letters of Credit, which shall accrue at a rate per annum based on the Borrower's Debt Rating for such day determined as provided in the Pricing Grid on the average
daily amount of such Revolver Lender's LC Exposure (excluding any portion thereof attributable to unreimbursed LC Disbursements) during the period from and including the Closing Date to but excluding
the later of the date on which such Revolver Lender's Revolver Commitment terminates and the date on which such Revolver Lender ceases to have any LC Exposure; and

(b)   to
each Issuing Lender a fronting fee, which shall accrue at the rate of 0.125% per annum (or such lesser amount as shall have been agreed from time to time between the
Borrower and an Issuing Lender) on the average daily amount of the LC Exposure of each such Issuing Lender (excluding any portion thereof attributable to unreimbursed LC Disbursements), during the
period from and including the Closing Date to but excluding the later of the date of termination of the Revolver Commitments and the date on which there ceases to be any LC Exposure as well as each
such Issuing Lender's standard fees with respect to the Issuance of any Letter of Credit or processing of drawings thereunder.

Participation
Fees and fronting fees accrued through and including each Quarterly Payment Date shall be payable on such Quarterly Payment Date, commencing on the first such date to occur
after the Closing Date;providedthat all such fees with respect to LC Exposure shall be payable on the date on which the Revolver Commitments terminate
and any such fees accruing after the date on which the Revolver Commitments terminate shall be payable on demand. Any other fees payable to an Issuing Lender pursuant to this paragraph shall be
payable within ten (10) days after demand. All Participation Fees and fronting fees shall be computed on the basis of a year of 360 days and shall be payable for the actual number of
days elapsed (including the first day but excluding the last day).

SECTION
3.3.3Other Fees.    The Borrower agrees to pay to the Administrative Agent, for (a) its own
account, (b) the account of CNAI and (c) the account of the Issuing Lenders, the respective fees as agreed to in the Fee Letters.

SECTION
3.3.4Payment of Fees.    All fees payable hereunder shall be paid on the dates due, in immediately
available funds, to the Administrative Agent (or to the Issuing Lenders, in the case of fees payable to it) for distribution, in the case of facility fees and Participation Fees, to the Lenders
entitled thereto. Fees paid shall not be refundable under any circumstances.

ARTICLE IV  CERTAIN LIBO RATE AND OTHER PROVISIONS

SECTION 4.1LIBO Rate Lending Unlawful.    If any Lender shall reasonably determine (which
determination shall, upon notice thereof to the Borrower and the Administrative Agent, be conclusive and binding on the Borrower absent manifest error) that the introduction of or any change in or in
the interpretation of any law, rule or regulation makes it unlawful, or any central bank or other Governmental Authority or comparable agency asserts that it is unlawful, for such Lender to make,
continue or maintain any Loan as, or to convert any Loan into, a LIBO Rate Loan, the obligations of such Lender to make, continue, maintain or convert any such Loans shall, upon such determination,
forthwith be suspended until such Lender shall notify the Administrative Agent that the circumstances causing such suspension no longer exist, and all LIBO Rate Loans of such Lender shall
automatically convert into Base Rate Loans at the end of the then current Interest Periods with respect thereto or sooner, if required by such law or assertion.

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SECTION
4.2Inability to Determine Rates.    If the Administrative Agent shall have determined that by reason of
circumstances affecting the Administrative Agent's relevant market, adequate means do not exist for ascertaining the interest rate applicable hereunder to LIBO Rate Loans, then, upon notice from the
Administrative Agent to the Borrower and the Lenders, the obligations of all Lenders underSection 2.3and Section 2.4to make or continue any
Loans as, or to convert any Loans into, LIBO Rate Loans shall forthwith be suspended until the Administrative
Agent shall notify the Borrower and the Lenders that the circumstances causing such suspension no longer exist.

SECTION
4.3Increased LIBO Rate Loan Costs.    If after the date hereof, the adoption of any applicable law, rule
or regulation, or any change therein, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or
administration thereof, or compliance by any Lender (or its LIBOR Office) with any request or directive (whether or not having the force of law) of any such authority, central bank or comparable
agency shall increase the cost to such Lender of, or result in any reduction in the amount of any sum receivable by such Lender in respect of, making, continuing or maintaining (or of its obligation
to make, continue or maintain) any Loans as, or of converting (or of its obligation to convert) any Loans into, LIBO Rate Loans, then the Borrower agrees to pay to the Administrative Agent for the
account of such Lender the amount of any such increase or reduction. Such Lender shall promptly notify the Administrative Agent and the Borrower in writing of the occurrence of any such event, such
notice to state, in reasonable detail, the reasons therefor and the additional amount required to compensate fully such Lender for such increased cost or reduced amount. Such additional amounts shall
be payable by the Borrower directly to such Lender within ten (10) Business Days of its receipt of such notice, and such notice shall be binding on the Borrower absent clear and convincing
evidence to the contrary.

SECTION
4.4Obligation to Mitigate.    Each Lender agrees that as promptly as practicable after it becomes aware of
the occurrence of an event that would entitle it to give notice pursuant toSection 4.1,4.3or 4.6or
to receive additional amounts pursuant toSection 4.7, and in any event if so requested by
the Borrower, such Lender shall use reasonable efforts to make, fund or maintain its affected Loans through another lending office if as a result thereof the increased costs would be avoided or
materially reduced or the illegality would thereby cease to exist and if, in the reasonable opinion of such Lender, the making, funding or maintaining of such Loans through such other lending office
would not in any material respect be disadvantageous to such Lender, contrary to such Lender's normal banking practices or violate any applicable law or regulation. No change by a Lender in its
Domestic Office or LIBOR Office made for such Lender's convenience shall result in any increased cost to the Borrower. The Borrower shall not be obligated to compensate any Lender for the amount of
any additional amount pursuant toSection 4.1,4.3or 4.6accruing prior to the date which is ninety
(90) days before the date on which such Lender first notifies the Borrower that it intends to
claim such compensation; it being understood that the calculation of the actual amounts may not be possible within such period and that such Lender may provide such calculation as soon as reasonably
practicable thereafter without affecting or limiting the Borrower's payment obligation thereunder. If any Lender demands compensation pursuant to Section 4.1,4.3or4.6with respect to any LIBO
Rate Loan, the Borrower may, at any time upon at least one (1) Business Day's prior notice to such Lender through the Administrative Agent, elect to convert such Loan into a Base Rate Loan.
Thereafter, unless and until such Lender notifies the Borrower that the circumstances giving rise to such notice no longer apply, all such LIBO Rate Loans by such Lender shall bear interest as Base
Rate Loans, notwithstanding any prior election by the Borrower to the contrary. If such Lender notifies the Borrower that the circumstances giving rise to such notice no longer apply, the Borrower may
elect that the principal amount of each such Loan again bear interest as LIBO Rate Loans in accordance with this Agreement, on the first day of the next succeeding Interest Period applicable to the
related LIBO Rate Loans of other Lenders. Additionally, the Borrower may, at its option, upon at least five (5) Business Days' prior notice to such Lender, elect to prepay in full, without
premium or penalty,

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such
Lender's affected LIBO Rate Loans. If the Borrower elects to prepay any Loans pursuant to thisSection 4.4, the Borrower shall pay within
ten (10) Business Days after written demand any additional increased costs of such Lender accruing for the period prior to such date of prepayment. If such conversion or prepayment is made on a
day other than the last day of the current Interest Period for such affected LIBO Rate Loans, such Lender shall be entitled to make a request for, and the Borrower shall pay, compensation under Section 4.5.

SECTION
4.5Funding Losses.    In the event any Lender shall incur any loss or expense (including any loss or
expense incurred by reason of the liquidation or redeployment of deposits or other funds acquired by such Lender to make, continue or maintain any portion of the principal amount of any Loan as, or to
convert any portion of the principal amount of any Loan into, a LIBO Rate Loan) as a result of:



then,
upon the written notice of such Lender to the Borrower (with a copy to the Administrative Agent), the Borrower shall, within ten (10) Business Days of its receipt thereof, pay to the
Administrative Agent for the account of such Lender such amount as will (in the reasonable determination of such Lender) reimburse such Lender for such loss or expense. Such written notice (which
shall include calculations in reasonable detail) shall be binding on the Borrower absent manifest error.

SECTION
4.6Increased Capital Costs.    If after the date hereof any change in, or the introduction, adoption,
effectiveness, interpretation, reinterpretation or phase-in of, any applicable law or regulation, directive, guideline, decision or request (whether or not having the force of law) of any
court, central bank, regulator or other Governmental Authority affects the amount of capital required to be maintained by any Lender or any Issuing Lender, and such Lender or such Issuing Lender
reasonably determines that the rate of return on its capital as a consequence of its Loans or participating in issuing or maintaining any Letters of Credit as the case may be, made by such Lender or
such Issuing Lender is reduced in a material amount to a level below that which such Lender or such Issuing Lender could have achieved but for the occurrence of any such circumstance, then, in any
such case upon notice from time to time by such Lender or such Issuing Lender to the Borrower, the Borrower shall pay within ten (10) Business Days after such demand directly to such Lender or
such Issuing Lender additional amounts sufficient to compensate such Lender or such Issuing Lender for such reduction in rate of return. A statement of such Lender or such Issuing Lender as to any
such additional amount or amounts (including calculations thereof in reasonable detail) shall be binding on the Borrower absent manifest error.

SECTION
4.7Taxes.

(a)Payments Free of Taxes. Any and all payments by or on account of any obligation of the Borrower hereunder or under any
other Loan Document shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes;providedthat if the Borrower shall
be required to deduct any Indemnified Taxes or Other Taxes from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions (including
deductions applicable to additional sums payable under thisSection) the Administrative Agent, Issuing Lender or Lender as the case may be, receives an
amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make such deductions and (iii) the Borrower shall pay the full amount deducted to
the relevant Governmental Authority in accordance with applicable law.

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(b)Payment of Other Taxes by the Borrower. In addition, the Borrower shall pay any Other Taxes to the relevant Governmental
Authority in accordance with applicable law.

(c)Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent, each Issuing Lender and each
Lender, within ten (10) days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or
attributable to amounts payable under thisSection) paid by the Administrative Agent, such Issuing Lender or such Lender, as the case may be, and any
penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the
relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower by a Lender, by an Issuing Lender or by the Administrative Agent on its own
behalf or on behalf of a Lender or an Issuing Lender, shall be conclusive absent manifest error.

(d)Evidence of Payments. As soon as practicable after any payment of Indemnified Taxes or Other Taxes by the Borrower to a
Governmental Authority, the Borrower shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of
the return reporting such payment or other evidence of such payment reasonably satisfactory to the Administrative Agent.

(e)Foreign Lenders. Each Lender that is not a United States Person (a "Non-U.S.
Lender"), to the extent that it is legally able to do so, shall deliver to the Borrower and the Administrative Agent two copies of U.S. Internal Revenue Service
Form W-8ECI, Form W-8BEN or Form W-8IMY (with supporting documentation), or any subsequent versions thereof or successors thereto properly
completed and duly executed by such Non-U.S. Lender claiming complete exemption from, or a reduced rate of, U.S. federal withholding tax on all payments of interest by the Borrower under
the Loan Documents. Such forms shall be delivered by each Non-U.S. Lender on or before the date it becomes a party to this Agreement. In addition, each Non-U.S. Lender shall
deliver such forms promptly upon the obsolescence or invalidity of any form previously delivered by such Non-U.S. Lender. Each Non-U.S. Lender shall promptly notify the
Borrower at any time it determines that it is no longer in a position to provide any previously delivered certificate to the Borrower (or any other form of certification adopted by the U.S. taxing
authorities for such purpose).

SECTION
4.8Payments, Computations.    Unless otherwise expressly provided, all payments by the Borrower pursuant
to any Loan Document shall be made by the Borrower to the Administrative Agent for thepro rataaccount of the Lenders entitled to receive such payment.
All such payments required to be made to the Administrative Agent shall be made, without setoff, deduction or counterclaim, not later than 12:00 Noon, New York City time, on the date due, in
immediately available funds, to such account as the Administrative Agent shall specify from time to time by notice to the Borrower;providedthat such
payment shall be deemed made timely if made by wire transfer and by such time as an Authorized Representative has advised the Administrative Agent of the applicable Federal Reserve System wire
transfer confirmation number. Funds received after that time shall be deemed to have been received by the Administrative Agent on the next succeeding Business Day. The Administrative Agent shall
promptly remit in immediately available funds to each Lender its share, if any, of such payments received by the Administrative Agent for the account of such Lender. All interest and fees shall be
computed on the basis of the actual number of days (including the first day but excluding the last day) occurring during the period for which such interest or fee is payable over a year comprised of
360 days (or, in the case of interest on a Base Rate Loan, 365 days or, if appropriate, 366 days). Whenever any payment to be made shall otherwise be due on a day which is not a
Business Day, such payment shall (except as otherwise required byclause (a)of the definition of the term "Interest
Period" with respect to LIBO Rate Loans) be made on the next succeeding Business Day and such extension of time shall be included in computing interest and fees, if any, in
connection with such payment.

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SECTION
4.9Sharing of Payments.    If any Lender shall obtain any payment or other recovery (whether voluntary,
involuntary, by application of setoff or otherwise) on account of any Loan or LC Disbursement (other than pursuant to the terms ofSections 4.3, 4.4,4.5,4.6, 4.7and4.11) in excess of itspro ratashare of
payments then or therewith obtained by all Lenders holding Loans of such type, such Lender shall purchase from the other Lenders such participations in Loans and LC Disbursements made by them as shall
be necessary to cause such purchasing Lender to share the excess payment or other recovery ratably with each of them;provided, however, that if all or any
portion of the excess payment or other recovery is thereafter recovered from such purchasing Lender, the purchase shall be
rescinded and each Lender which has sold a participation in any Loan or LC Disbursement to the purchasing Lender shall repay to the purchasing Lender the purchase price to the ratable extent of such
recovery together with an amount equal to such selling Lender's ratable share (according to the proportion of (a) the amount of such selling Lender's required repayment to the purchasing Lender
to (b) the total amount so recovered from the purchasing Lender) of any interest or other amount paid or payable by the purchasing Lender in respect of the total amount so recovered. The
Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to thisSection 4.9may, to the fullest extent
permitted by law, exercise all its rights of payment (including pursuant toSection 4.10) with respect to such participation as fully as if such
Lender were the direct creditor of the Borrower in the amount of such participation.

If
under any applicable bankruptcy, insolvency or other similar law, any Lender receives a secured claim in lieu of a setoff to which this Section 4.9applies, such Lender shall, to the extent
practicable, exercise its rights in respect of such secured claim in a manner consistent
with the rights of the Lenders entitled under thisSection 4.9to share in the benefits of any recovery on such secured claim.

SECTION
4.10Setoff.    Each of the Lenders and the Issuing Lenders shall, upon the occurrence of any Event of
Default described inclause (a)or(b)of Section 8.1.6and, upon the occurrence of any Default
described inclauses (c)and (d)ofSection 8.1.6or, with the consent of the Required Lenders, upon
the occurrence and
continuance beyond the expiration of the applicable grace period, if any, of any other Event of Default, have the right to appropriate and apply to the payment of the Obligations owing to it (whether
or not then due) under the Loan Documents;provided,however, that any such appropriation and
application shall be subject to the provisions ofSection 4.9.

Each
Lender agrees promptly to notify the Borrower and the Administrative Agent after any such setoff and application made by such Lender; provided,however,
that the failure to give such notice shall not affect the validity of such setoff and
application.

The
rights of each Lender under thisSection 4.10are in addition to other rights and remedies (including other rights of setoff
under applicable law or otherwise) which such Lender may have.

SECTION
4.11Replacement of Lender.    The Borrower shall be permitted to replace (with one or more replacement
Lenders) any Lender: (a) that does not consent to a waiver, amendment or modification pursuant toSection 10.1that requires a vote of
holders of 100% of the Lenders (provided, that, such replacement Lender consents to such waiver, amendment or modification) or (b) which requests
reimbursement for, or is otherwise entitled to, amounts owing pursuant toSection 4.1,4.3, 4.6or4.7;providedthat (i) such replacement
does not conflict with any law, treaty, rule or regulation or determination of an arbitrator or a court or other Governmental Authority, in each case applicable to the Borrower or such Lender or to
which the Borrower or such Lender or any of their respective property is subject, (ii) no Default or Event of Default shall have occurred and be continuing at the time of such replacement
(other than, in the case of a replacement predicated uponclause (a)above, the Default or Event of Default that is the subject of the vote
referred to inclause (a)above), (iii) the replacement bank or institution shall purchase, at par all Loans and other amounts owing to
such replaced Lender prior to the date of replacement, (iv) the Borrower shall be liable to such replaced Lender underSection 4.5if any
LIBO Rate Loan owing to such replaced Lender shall be prepaid (or

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purchased)
other than on the last day of the Interest Period relating thereto, (v) the replacement (A) Term Loan Lender, if not already a Term Loan Lender, shall be reasonably
satisfactory to the Administrative Agent and (B) Revolver Lender shall be reasonably satisfactory to the Administrative Agent and the Issuing Lenders, (vi) the replaced Lender shall be
obligated to make such replacement in accordance with the provisions ofSection 10.11.1(providedthat the Borrower or replacement Lender shall be obligated to pay the registration and processing fee), (vii) until such time as such replacement shall be consummated, the Borrower shall pay
all additional amounts (if any) required pursuant toSection 4.1,4.3, 4.6or4.7, as the case may be, (viii) any such replacement shall not be deemed to be a waiver of
any rights which the Borrower, the Administrative Agent, any Issuing Lender or any other Lender shall have against the replaced Lender, (ix) if such replacement bank or institution is not
already a Lender, the Borrower shall pay to the Administrative Agent an administrative fee of $3,500 and (x) in the case of a replacement predicated upon clause (a)above, for the related vote
referred to inclause (a)above, no more Lenders
than Lenders holding 20% or more of the aggregate outstanding principal amount of the Loans shall be replaced by the Borrower (providedthat the
Borrower may replace a single Lender holding greater than 20% of the aggregate outstanding principal amount of the Loans).

ARTICLE V  CONDITIONS TO LOANS

SECTION 5.1Conditions to Effectiveness.    This Agreement shall become effective, as
between all parties hereto, upon the satisfaction of each of the conditions precedent set forth in thisSection 5.1.

SECTION
5.1.1Delivery of Loan Documents.    The Administrative Agent shall have received:



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SECTION
5.1.2Officer's Certificates.    The Administrative Agent shall have received:

(a)   a
certificate from an Authorized Representative of the Borrower (i) certifying that all representations and warranties made by it in this Agreement and the
Borrower Security Agreement are true and correct in all material respects on and as of the Closing Date (except with respect to representations and warranties made as of a prior specific date), before
and after giving effect to the Borrowing on the date hereof and to the application of the proceeds therefrom, (ii) certifying that no Default or Event of Default, has occurred and is
continuing, or would result from such Borrowing and (iii) calculating the Secured Leverage Ratio and the Consolidated Interest Coverage Ratio as of September 30, 2005 (after giving
effect to such Borrowing and the application of the proceeds thereof as if they had occurred on such date) for the immediately preceding four full Fiscal Quarters; and

(b)   a
certificate of an Authorized Representative of (i) EMMT certifying that all representations and warranties made by it in the EMMT Security Agreement are true
and correct in all material respects on and as of the Closing Date (except with respect to representations and warranties made as of a prior specific date), before and after giving effect to such
Borrowing and to the application of the proceeds therefrom and (ii) each Midwest Related Party certifying that all representations and warranties made by it in the Pledge Agreement to which it
is a party are true and correct in all material respects on and as of the Closing Date (except with respect to representations and warranties made as of a prior specific date), before and after giving
effect to such Borrowing and to the application of the proceeds therefrom.

SECTION
5.1.3Resolutions.    The Administrative Agent shall have received from the Borrower, EMMT and each of the
Midwest Related Parties a certificate dated the Closing Date of its Secretary, Assistant Secretary or Authorized Representative as to:



The
Administrative Agent and each Lender may conclusively rely upon such certificate until it shall have received a further certificate of the Secretary, Assistant Secretary or other
Authorized Representative of such Person canceling or amending such prior certificate.

SECTION
5.1.4Opinions of Counsel.    The Administrative Agent shall have received opinions, dated the Closing Date
and addressed to the Administrative Agent and the Lenders, from counsel to the Borrower reasonably acceptable to the Administrative Agent, substantially in the forms of Exhibit F-1throughExhibit F-6hereto.

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SECTION
5.1.5Closing Fees, Expenses.    The Administrative Agent shall have received (a) for the account of
the Existing Lenders and the Issuing Lender with respect to the Existing Credit Agreement, in each case, all accrued fees through the Closing Date and all fees otherwise payable to the Existing
Lenders
and such Issuing Lender pursuant to Section 3.3 of the Existing Credit Agreement, (b) for the account of the Existing Lenders, all amounts payable to the Existing Lenders through the
Closing Date pursuant to Section 4.5 of the Existing Credit Agreement (after giving effect to the termination of the Interest Periods (as defined in the Existing Credit Agreement) applicable to
the Revolver B Loans under (and as defined in) the Existing Credit Agreement on the Closing Date, and the Borrower hereby acknowledges such termination of such Interest Periods), and (c) for
its own account, or for the account of each Lender and CNAI, as the case may be, all fees due and payable pursuant toSections 3.3and 10.3, and all other
costs and expenses for which invoices have been presented.

SECTION
5.1.6Financial Statements.    The Administrative Agent shall have received:



SECTION
5.1.7Funds Flow Undertaking.    The Administrative Agent shall have received (a) the Funds Flow
Undertaking executed by an Authorized Representative of the Borrower which shall demonstrate that the proceeds of the Revolver Loans shall be applied in accordance with Section 7.1.10and
(b) any other documents from the Borrower and its Affiliates necessary for the Borrower to comply with Section 7.1.10.

SECTION
5.1.8Lien Search; Recordings and Filings.

(a)   The
Administrative Agent shall have received results of a recent search by a Person satisfactory to the Administrative Agent that there are no UCC or Tax lien filings on
any of the assets of any of the Borrower, its Subsidiaries, EMMT or any Midwest Related Party party to a Security Document in each relevant jurisdiction except for (i) Liens pursuant to the
Loan Documents and (ii) Permitted Liens.

(b)   Arrangements
reasonably satisfactory to the Administrative Agent and the Collateral Trustee shall have been made for the execution, reaffirmation, filing, registration
or recordation of all financing statements and all other documents required to be executed, reaffirmed, filed, registered or recorded in order to create, in favor of the Collateral Trustee for the
benefit of the Priority Lien Secured Parties, a perfected, first priority lien in each office in each jurisdiction in which such executions, reaffirmations, filings, registrations and recordations are
required to perfect the security interests created by the Security Documents, and any other action required in the judgment of the Administrative Agent or the Collateral Trustee to perfect such
security interests as such first priority liens.

SECTION
5.1.9Collateral Trust Agreement.

(a)   The
Collateral Trustee shall have received a Collateral Trust Joinder duly executed and delivered by the Administrative Agent;

(b)   The
Administrative Agent, each Secured Debt Representative (as defined in the Collateral Trust Agreement) and the Collateral Trustee shall have received an Officer's
Certificate (as defined in the Collateral Trust Agreement) stating that the Borrower intends to secure additional Secured Debt (as defined in the Collateral Trust Agreement) consisting of all
Obligations of the Borrower under this Agreement which will be Priority Lien Debt (as defined in the Collateral Trust Agreement) permitted by each applicable Secured Debt Document (as defined in the
Collateral Trust Agreement) to be secured on apari passubasis with all previously existing Priority Lien Debt (as so defined) and that all other
requirements set forth in the Collateral Trust Agreement as to the confirmation, grant or

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perfection
of the Collateral Trustee's Lien to secure such Indebtedness or Obligations in respect thereof have been satisfied; and

(c)   The
Collateral Trustee shall have received written notice from the Borrower specifying the name and address of the Administrative Agent for purposes of
Section 7.7 of the Collateral Trust Agreement.

SECTION
5.1.10Title Policies.    The Administrative Agent shall have received date-down endorsements
to the Title Policies redating the Title Policies and all endorsements thereto as of the Closing Date.

SECTION
5.1.11[Reserved].

SECTION
5.1.12Approvals.

(a)   (i) All
Governmental Approvals required to have been obtained on or prior to the Closing Date in connection with the transactions contemplated by the Loan
Documents and (ii) all material Governmental Approvals required to have been obtained on or prior to the Closing Date in connection with the conduct of the business of the Borrower (except, in
each case, additional filings contemplated bySection 5.1.8) shall have been obtained or made, be in full force and effect and, be final and any
period for the filing of notice of rehearing or application for judicial review of the issuance of each such Governmental Approval shall have expired without any such notice or application having been
given or made. No such Governmental Approval shall be the subject of any pending or threatened judicial or administrative proceeding.

(b)   All
consents and approvals required to be obtained from Persons other than Governmental Authorities in connection with the transactions contemplated by the Loan
Documents shall have been obtained and shall be in full force and effect, other than such consents or approvals, the failure of which to obtain, would not, individually or in the aggregate, cause a
Material Adverse Effect.

SECTION
5.1.13Ratings.    The Administrative Agent shall have received ratings letters indicating the Borrower's
Debt Ratings.

SECTION
5.1.14Energy Trading Risk Management.    The Administrative Agent shall have received a copy of the Energy
and Fuel Risk Management Policies and the Energy Management Agreements.

SECTION
5.1.15Insurance.    The Administrative Agent shall have received evidence that the Collateral Trustee is
named as loss payee under the insurance policies of the Borrower to be maintained pursuant toSection 7.1.5(other than insurance policies
maintained with respect to the Powerton Facility and the Joliet Leased Facility to the extent required by the Powerton/Joliet Lease Operative Documents).

SECTION
5.2Credit Extensions.    The obligation of each Lender and each Issuing Lender to make any Credit
Extension (including the initial Credit Extension) shall be subject to the satisfaction of each of the conditions precedent set forth in this Section 5.2.

SECTION
5.2.1Representations and Warranties; No Default.    Both before and after giving effect to any Credit
Extension (but, if any Default of the nature referred to inSection 8.1.5shall have occurred with respect to any other Indebtedness, without
giving effect to the application, directly or indirectly, of the proceeds of such Credit Extension), the following statements shall be true and correct:



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SECTION
5.2.2Borrowing or Letter of Credit Request.    The Administrative Agent shall have received, in the case
of Revolver Loans, a Borrowing Request for such Borrowing or, in the case of a Letter of Credit, a Letter of Credit Application for such Credit Extension. Each of the delivery of a Borrowing Request
or Letter of Credit Application and the acceptance by the Borrower of the proceeds of a Credit Extension shall constitute a representation and warranty by the Borrower that on the date of such Credit
Extension (both immediately before and after giving effect to such Credit Extension and the application of the proceeds thereof) the statements made in Section 5.2.1are true and correct.

SECTION
5.3Satisfactory Legal Form.    All documents executed or submitted pursuant hereto by or on behalf of the
Borrower or its Subsidiaries shall be satisfactory in form and substance to the Administrative Agent and its counsel.

ARTICLE VI  REPRESENTATIONS AND WARRANTIES

In order to induce the Administrative Agent and each Lender to enter into this Agreement and to make Loans hereunder, the Borrower represents and warrants with
respect to itself and its Subsidiaries unto the Administrative Agent and each Lender as set forth in thisArticle VI.

SECTION
6.1Financial Information.    The most recent consolidated balance sheet of the Borrower and the related
consolidated statements of income and cash flows of the Borrower, copies of which have been furnished to the Administrative Agent pursuant to Section 7.1.1(a)have been prepared in accordance with
GAAP consistently applied, and present fairly in all material respects the consolidated
financial condition of the Borrower and its Subsidiaries as at the dates thereof and the results of their operations for the periods then ended.

SECTION
6.2Organization; Power.    Each of the Borrower and its Subsidiaries (a) is a corporation, limited
liability company or partnership validly organized and existing and in good standing under the laws of the state of its incorporation or formation, as the case may be, (b) is duly qualified to
do business and is in good standing as a corporation, limited liability company or partnership in each jurisdiction where the nature of its business requires such qualification and (c) has all
requisite corporate, company or partnership power and authority to enter into and perform its Obligations under this Agreement and each other Loan Document to which it is a party and, in the case of
the Borrower, to conduct the business of owning, leasing and operating the Facilities and the sale and marketing of wholesale electric power and other products and services related thereto, except,
with respect toclauses (b)and(c)above, where the failure to be so qualified or be in good standing
would not, individually or in the aggregate, cause a Material Adverse Effect.

SECTION
6.3Due Authorization; Non-Contravention.    The execution of each Loan Document executed as of
Closing Date and the delivery and performance by the Borrower and its Subsidiaries of each Loan Document to which it is a party do not:



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SECTION
6.4Approvals.

(a)   As
of the Closing Date, all Governmental Approvals required in connection with the transactions contemplated by the Loan Documents and the conduct of the business of
each of the Borrower and its Subsidiaries have been duly obtained or made and are in full force and effect other than (i) as may be required under existing Requirements of Law to be obtained,
given or renewed at any time after the Closing Date or from time to time after the Closing Date in connection with the transactions contemplated by the Loan Documents and (ii) which are routine
in nature and which cannot be obtained and such failure to obtain would not result in a Material Adverse Effect, or are not normally applied for, prior to the time they are required, and which the
Borrower has no reason to believe will not be timely obtained. All Governmental Approvals that have been obtained pursuant toclause (a)of this Section 6.4are final and any period for the filing of notice of rehearing or application for judicial review of the issuance of each such
Governmental Approval has expired without any such notice or application having been made. No such Governmental Approval is the subject of any pending or threatened judicial or administrative
proceeding.

(b)   As
of the Closing Date, all consents and approvals required to be obtained from Persons other than Governmental Authorities in connection with the transactions
contemplated by the Loan Documents have been obtained and are in full force and effect, other than such consents or approvals, the failure of which to obtain, would not, individually or in the
aggregate, cause a Material Adverse Effect.

SECTION
6.5Accuracy of Information.

(a)   All
material factual information furnished by the Borrower and its Affiliates in writing prior to the Closing Date to the Administrative Agent or any Lender for purposes
of or in connection with this Agreement or any transaction contemplated hereby (other than projections and other "forward-looking" information) is true and materially accurate in every material
respect on the date as of which such information is dated or certified, and to the knowledge of the Borrower as of the Closing Date such information is not incomplete by omitting to state any material
fact necessary in order to make such information not materially misleading.

(b)   All
projections and other "forward-looking" information heretofore or contemporaneously furnished by the Borrower and its Affiliates in writing to the Administrative
Agent or any Lender for the purposes of or in connection with this Agreement or any transaction contemplated hereby were prepared in good faith and are based on reasonable assumptions.

SECTION
6.6Validity.    Each Loan Document to which the Borrower or any of its Subsidiaries is a party
constitutes, or, upon the due execution and delivery thereof by the Borrower or such Subsidiary, will constitute, the legal, valid and binding obligation of the Borrower or such Subsidiary enforceable
in accordance with its terms except as may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors' rights generally and general principles of equity.

SECTION
6.7Compliance with Law and Contractual Obligations.    Each of the Borrower and its Subsidiaries is in
compliance with all Requirements of Law and Contractual Obligations applicable to it, except to the extent that the failure to comply therewith would not have a Material Adverse Effect.

SECTION
6.8Regulations T, U and X.    Neither the Borrower nor its Subsidiaries is engaged in the business of
extending credit for the purpose of purchasing or carrying margin stock, and no proceeds of any Loans will be used for a purpose which violates, or would be inconsistent with, F.R.S. Board
Regulation T, U or X. Terms for which meanings are provided in F.R.S. Board Regulation T, U

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or
X or any regulations substituted therefor, as from time to time in effect, are used in thisSection 6.8with such meanings.

SECTION
6.9Litigation.    There is no pending or, to the knowledge of the Borrower, threatened litigation, action,
proceeding, investigation or labor controversy against the Borrower or any of its Subsidiaries or any of their properties, businesses, assets or revenues or affecting any Governmental Approval
required to be in full force and effect bySection 6.4, which, if adversely determined (taking into account any insurance proceeds payable under
a policy where the insurer has accepted coverage without any reservations), would have a Material Adverse Effect.

SECTION
6.10Ownership of Properties.

(a)   Each
of Borrower and its Subsidiaries owns good and marketable title to, or a valid leasehold in or other enforceable interest in, all properties and assets, real and
personal, tangible and intangible, of any nature whatsoever (including patents, trademarks, trade names, service marks and copyrights) purported to be owned, leased or held by it, free and clear of
all Liens, charges or claims (including infringement claims with respect to patents, trademarks, copyrights and the like) except as permitted pursuant to Section 7.2.2.

(b)   As
of the Closing Date, the Borrower owns and has good marketable title to a 100% interest in the Mortgaged Facilities, free and clear of all Liens other than Permitted
Liens. The Borrower owns and (to the extent applicable) has good and marketable title to the Collateral (other than the Mortgaged Facilities and the after-acquired property contemplated by the
Security Documents) purported to be covered by the Security Documents to which it is a party free and clear of all Liens other than Permitted Liens. The Borrower is lawfully possessed of a valid and
subsisting estate in and to any and all easements (except for easements that, the absence of which, would not have a material adverse effect on the operation of a Mortgaged Facility) necessary for the
ownership, leasing, occupation, construction, repair, operation, maintenance, use and financing (collectively, "Operation") of the Mortgaged Facilities
free and clear of all Liens other than Permitted Liens, and has obtained all licenses and permits required by applicable Requirements of Law and all easements and access rights necessary (except for
easements and access rights that, the absence of which, would not have a material adverse effect on the operation of a Mortgaged Facility) for the Operation of the Mortgaged Facilities and enjoys
peaceful and undisturbed possession of all of the "Mortgaged Property" (as defined in the relevant Mortgaged Facility Mortgage) (subject only to Permitted Liens) in each of the foregoing cases to the
extent that is necessary for the current state of Operation of the Mortgaged Facilities.

SECTION
6.11Taxes.    Each of the Borrower and its Subsidiaries has filed all Tax Returns and reports required by
law to have been filed by it and has paid all Taxes thereby shown to be owing, except any such Taxes which are being diligently contested in good faith by appropriate proceedings and for which
adequate reserves in accordance with GAAP shall have been set aside on its books.

SECTION
6.12Investment Company Act; Public Utility Holding Company Act; Other Regulations.

(a)   Neither
the Borrower nor its Subsidiaries is subject to any regulation as an "investment company" under the Investment Company Act of 1940, as amended.

(b)   As
of the Closing Date, the Borrower (i) is an "exempt wholesale generator" under PUHCA, (ii) is not a "public utility company" required to register under
PUHCA, (iii) is not subject to regulation as an alternative retail electric supplier under the laws of the State of Illinois, (iv) is interconnected with the high voltage network and has
access to transmission services and ancillary services to sell wholesale electric power and (v) has the authority to sell wholesale electric power at market-based rates.

(c)   As
of the Closing Date, neither the Borrower nor any Subsidiary of the Borrower is subject to regulation as a "holding company", or a "subsidiary company" or an
"affiliate" of a "holding company"

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under
PUHCA or is or will be subject to regulation as a "public utility" under the laws of the State of Illinois.

SECTION
6.13Environmental Warranties.    Except as could not, individually, or would not, in the aggregate, be
reasonably expected to have a Material Adverse Effect:



SECTION
6.14The Obligations.    The Loans and all other Obligations under the Loan Documents are senior secured
Indebtedness of the Borrower and its Subsidiaries ranking at leastpari passuwith all other senior secured Indebtedness of the Borrower and its
Subsidiaries.

SECTION
6.15Pension and Welfare Plans.    During the consecutive twelve-month period prior to each date as of
which the following representations are made or deemed made, and prior to the date of any Borrowing hereunder, no steps have been taken to terminate any Pension Plan; no contribution failure has
occurred with respect to any Pension Plan sufficient to give rise to a Lien under Section 302(f) of ERISA or Section 412 of the Code; no condition exists or event or transaction has
occurred with respect to any Pension Plan which could reasonably be expected to result in the incurrence by the Borrower or any of its Subsidiaries or any member of the Controlled Group of any
material liability (other than liabilities incurred in the ordinary course of maintaining the Pension Plan), fine or penalty and none of the following events or conditions, either individually or in
the aggregate, has resulted or is reasonably likely to result in a material liability to the Borrower or any of its Subsidiaries or any member of the Controlled Group: (i) a Reportable Event;
(ii) a complete or partial withdrawal from any Multiemployer Plan by the Borrower or any of its Subsidiaries or any member of the Controlled Group; (iii) any liability of the Borrower or
any of its Subsidiaries or any member of the Controlled Group under ERISA if the Borrower or any of its Subsidiaries or any member of the Controlled Group were to withdraw completely from all
Multiemployer Plans as of the annual

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valuation
date most closely preceding the date on which this representation is made or deemed made; or (iv) the Reorganization or Insolvency of any Multiemployer Plan. None the Borrower or any
of its Subsidiaries or any member of the Controlled Group has any contingent liability with respect to any post-retirement benefit under a Welfare Plan which could reasonably be expected
to have a Material Adverse Effect, other than liability for continuation coverage described in Part 6 of Title I of ERISA.

SECTION
6.16Solvency.    The Borrower, together with its respective Subsidiaries, taken as a whole, will be
Solvent as of the Closing Date after giving effect to the Borrowing and to the application of the proceeds therefrom.

SECTION
6.17Subsidiaries.    On the Closing Date, the Borrower has no Subsidiaries other than Midwest Finance.

ARTICLE VII  COVENANTS

SECTION 7.1Affirmative Covenants.    The Borrower agrees with the Administrative Agent and
each Lender that, until the Commitments have terminated and all Loans and all other Obligations under the Loan Documents have been paid and performed in full and all Letters of Credit shall have
expired or terminated and all LC Disbursements shall have been reimbursed, the Borrower shall, and shall cause each of its Subsidiaries to, perform the obligations set forth in this Section 7.1.

SECTION
7.1.1Financial Information, Reports, Notices.    The Borrower shall furnish, or shall cause to be
furnished, to the Administrative Agent copies of the following financial statements, reports, notices and information:



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SECTION
7.1.2Continuation of Business and Maintenance of Existence.    The Borrower shall continue to engage in
the business of owning, leasing and operating the Facilities and the sale and marketing of wholesale electric power and other products and services related thereto. The Borrower shall not, and shall
cause its Subsidiaries to not, engage in any business other than owning, leasing and operating electrical generating assets and selling and marketing wholesale electric power and other products and
services related thereto. The Borrower shall, and shall cause each of its Subsidiaries to, preserve, renew and keep in full force and effect its corporate, limited liability company or partnership
existence and take all reasonable action to maintain all material rights, privileges and franchises necessary or desirable in the normal conduct of its business, except, in each case, as otherwise
permitted bySection 7.2.3.

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Notwithstanding
the preceding, nothing contained in thisSection 7.1.2shall prevent the Borrower from mothballing,
decommissioning, or otherwise removing from productive service or use (a) the Collins Facility or (b) any Non-Core Facility (if the Borrower has determined that such
Non-Core Facility is economically or technologically obsolete or otherwise surplus to the Borrower's needs or is no longer useful in its trade or business).

SECTION
7.1.3Compliance with Requirements of Law and Contractual Obligations.    The Borrower shall, and shall
cause its Subsidiaries to, comply with all Requirements of Law (including all applicable zoning, use, subdivision or similar law, rule or regulation) and Contractual Obligations, such compliance to
include the payment, before the same become delinquent, of all taxes, assessments and
governmental charges or levies, except to the extent non-compliance would not have a Material Adverse Effect.

SECTION
7.1.4Maintenance of Facilities.    The Borrower shall (a) maintain the Maintained Facilities in all
material respects (i) in good condition, repair and working order (ordinary wear and tear excepted), except where the failure so to do would not have a Material Adverse Effect, (ii) in
accordance with Prudent Industry Practice and (iii) in accordance with the terms of all insurance policies required to be maintained pursuant to Section 7.1.5, and (b) make such repairs,
renewals, replacements, betterments and improvements to the Maintained Facilities as in the
reasonable judgment of the Borrower are necessary so that the Maintained Facilities may be operated in accordance with their intended purpose.

Notwithstanding
the preceding, nothing contained in thisSection 7.1.4shall (a) prevent the Borrower from mothballing,
decommissioning, or otherwise removing from productive service or use or (b) require the Borrower to comply with thisSection 7.1.4with
respect to any Non-Core Facility (if the Borrower has determined that such Non-Core Facility is economically or technologically obsolete or otherwise surplus to the Borrower's
needs or is no longer useful in its trade or business).

SECTION
7.1.5Insurance.

(a)   The
Borrower shall maintain or cause to be maintained with financially sound and reputable insurance companies, insurance for such amounts against such risks, loss,
damage and liability as are customarily insured against by other enterprises of like size and type as that of the Facilities, subject to the availability of such coverage, including the deductible and
tenor for business interruption insurance referred to below, on commercially reasonable terms, all on terms and conditions which are in accordance with Prudent Industry Practice and shall include
business interruption insurance with a deductible not to exceed sixty (60) days and a tenor no shorter than one year;

(b)   All
such policies of casualty, third party liability and business interruption insurance shall:



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Notwithstanding
the preceding, with respect to the Collins Facility and any Non-Core Facility that the Borrower has determined is economically or technologically obsolete or
otherwise surplus to the Borrower's needs or no longer useful in its trade or business, the Borrower shall not be required to maintain casualty or business interruption insurance for such facilities.

SECTION
7.1.6Books and Records.    The Borrower shall, and shall cause its Subsidiaries to, keep books and records
which accurately reflect all of its business affairs and transactions and permit the Administrative Agent and each Lender (at such Lender's expense) or any of their respective representatives, at
reasonable times and intervals upon reasonable prior notice, to visit all of its offices and sites and, to discuss its financial matters with its officers and independent public accountant. The
Borrower shall, at any reasonable time and from time to time upon reasonable prior notice, permit the Administrative Agent and the Lenders or any of their respective agents or representatives to
examine and make copies of and abstracts from the records and books of account of the Borrower and its Subsidiaries;providedthat by virtue of this Section 7.1.6the Borrower shall not be deemed to have waived any right to confidential treatment of the information obtained, subject to the
provisions of applicable law or court order.

SECTION
7.1.7Environmental Covenant.    The Borrower shall, and shall cause its Subsidiaries to, and, with respect
toclause (a)below, shall take all reasonable efforts to ensure that all of its tenants, subtenants, contractors, subcontractors and invitees
shall:



SECTION
7.1.8Further Assurances.

(a)   Upon
written request of the Administrative Agent, the Borrower shall, and shall cause its Subsidiaries to, promptly perform or cause to be performed any and all acts and
execute or cause to be executed any and all documents (including, financing statements and continuation statements) for filing under the provisions of the UCC or any other Requirement of Law which are
necessary or advisable to

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maintain
in favor of the Collateral Trustee, for the benefit of the Secured Parties, Liens on the Collateral that are duly perfected in accordance with all applicable Requirements of Law.

(b)   If
the Borrower or any of its Subsidiaries shall at any time acquire any material interest in all real and personal property not covered by the Security Documents (to
the extent that any such property is of a type that has been expressly included in the Security Documents), the Borrower shall, and shall cause its Subsidiaries to, promptly, upon such acquisition,
execute, deliver and record a supplement to the relevant Security Documents or other documentation (including mortgages, security documents, financing statements, opinions, title insurance, surveys
and other documents), reasonably satisfactory in form and substance to the Collateral Trustee, subjecting such interests to the security interests created by such Security Documents and ensuring that
the security interest in such interest will be a valid and an effective interest on terms comparable to the security interest of the Collateral Trustee in the Collateral; provided, that thisclause (b)shall not require, at any time, the granting of a mortgage or
other lien to the Collateral Trustee on the Collins Facility.

(c)   The
Borrower shall (i) promptly deliver to the Collateral Trustee a copy of any notice it receives in connection with the foreclosure of any mortgage permitted to
exist pursuant toSection 7.2.2, which foreclosure would adversely effect the Borrower's right to use any portion of the Mortgaged Facilities,
and (ii) redeem the portion of the Mortgaged Facilities affected by such foreclosure, prior to it being foreclosed;provided, that the Collateral
Trustee may redeem such portion to the extent the Lenders may deem necessary or advisable.

(d)   If
the Borrower or any of its Subsidiaries acquires or creates another Subsidiary after the Closing Date, that newly acquired or created Subsidiary will become a
guarantor of the Priority Lien Debt and the Parity Lien Debt by executing and delivering to the Priority Debt Lien Representative and the Collateral Trustee, a Subsidiary Guarantee within ten
(10) days of the date on which such Subsidiary was acquired or created.

(e)   The
Borrower shall make all commercially reasonable efforts to provide for the inclusion of customary assignment provisions for the benefit of the Secured Parties in any
material contracts exceeding six (6) months in duration entered into in connection with the Facilities (other than the Powerton Facility and the Joliet Leased Facility).

SECTION
7.1.9Financial Covenants.    The Borrower shall maintain (a) at the end of each of its Fiscal
Quarters, the Consolidated Interest Coverage Ratio for the immediately preceding four consecutive Fiscal Quarters of the Borrower of at least 1.40 to 1.00 and (b) a Secured Leverage Ratio for
the 12-month period ended on the last day of the immediately preceding Fiscal Quarter no greater than 7.25 to 1.00.

SECTION
7.1.10Use of Proceeds.    The proceeds of the Closing Date Borrowing of Revolver Loans will be deposited
into the account specified in the Funds Flow Undertaking on the Closing Date and will be used on the Closing Date by the Borrower for the repayment in full of the Revolver B Loans under (and as
defined in) the Existing Credit Agreement, and thereafter will be used by the Borrower for general corporate and working capital purposes. The Term Loans under (and as defined in) the Existing Credit
Agreement, as assigned pursuant toSection 10.11.1(f), will be maintained as Term Loans.

SECTION
7.1.11Recovery Events.    Not more than thirty (30) days after the occurrence of any Recovery
Event, the Borrower shall give written notice thereof to the Administrative Agent and the Collateral Trustee and follow the procedures indicated below as applicable:



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SECTION
7.1.12Separateness.    The Borrower will:



SECTION
7.2Negative Covenants.    The Borrower agrees with the Administrative Agent and each Lender that, until
the Commitments have terminated and all Loans and all other Obligations under the Loan Documents have been paid and performed in full, the Borrower will, and will cause its Subsidiaries to, perform
the obligations set forth in thisSection 7.2.

SECTION
7.2.1Restrictions on Indebtedness.    The Borrower shall not, and shall not permit any of its Subsidiaries
to, create, incur, assume or suffer to exist any Indebtedness in addition to Indebtedness under this Agreement and the other Loan Documents, other than:



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SECTION
7.2.2Liens.    The Borrower shall not, and shall not permit its Subsidiaries to, create, incur, assume or
suffer to exist any Lien upon any of its property, revenues or assets, whether now owned or hereafter acquired, except:



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SECTION
7.2.3Consolidation, Merger.    The Borrower shall not directly or indirectly, (a) consolidate or
merge with or into another Person (whether or not the Borrower is the surviving entity), (b) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or
assets of the Borrower or its Subsidiaries taken as a whole, in one or more related transactions, to another Person or (c) lease all or substantially all of its properties or assets, in one or
more related transactions, to any other Person;provided, that the Borrower may (i) merge with an Affiliate solely for purposes of reconstituting
the Borrower in another jurisdiction or (ii) reorganize as either (x) a corporation organized or existing under the laws of the United States, any state thereof or the District of
Columbia or (ii) a partnership or limited liability company organized or existing under the laws of the United States, any state thereof or the District of Columbia that has at least one
Subsidiary that is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia.

Notwithstanding
anything in thisSection 7.2.3to the contrary, the Borrower shall be permitted to reorganize as a corporation, so
long as such reorganization is not adverse to the Lenders (it being recognized that such reorganization shall not be deemed adverse to the Lenders solely because (i) of the accrual of deferred
tax liabilities resulting from such entity or (ii) the successor surviving corporation (x) is subject to income tax as a corporate entity or (y) is considered to be an "includable
corporation" of an affiliated group of corporations within the meaning of the Code or any similar state or local law).

SECTION
7.2.4Asset Sales.    The Borrower shall not, and shall not permit its Subsidiaries to, sell, transfer,
lease, contribute or otherwise convey, or grant options, warrants or other rights with respect to, any part of its assets (including accounts receivable and capital stock of or other ownership
interests in Subsidiaries) to any Person (each such event, an "Asset Sale"), unless:



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Notwithstanding
the preceding, the following items shall not be deemed to be Asset Sales:



SECTION
7.2.5Investments.    The Borrower shall not, and shall not permits its Subsidiaries to, create or acquire,
make, incur, assume or suffer to exist any Investment in any other Person, except:



SECTION
7.2.6Transactions with Affiliates.

(a)   The
Borrower shall not, and shall not permit its Subsidiaries to, enter into or suffer or permit to exist, any Transaction with an Affiliate unless such arrangement or
contract is fair and reasonable to the Borrower or such Subsidiary and is an arrangement or contract of the kind which would be entered into by a prudent Person in the position of the Borrower or such
Subsidiary with a Person which is not one of its Affiliates.

(b)   The
Borrower shall not, and shall not permit any of its Affiliates to terminate or amend, supplement, otherwise modify or waive any term of the Energy Management
Agreements in (i) any manner materially adverse with respect to their payment terms or (ii) otherwise in a manner which would result or could reasonably be expected to result in a
Material Adverse Effect without the written consent of the Required Lenders which consent shall not be unreasonably withheld or delayed.

Notwithstanding
the preceding, (I) the Powerton/Joliet Lease Transaction and the transactions contemplated by the Powerton/Joliet Lease Operative Documents, (II) Permitted
Trading Activities conducted by or for the benefit of the Borrower, whether directly with unaffiliated third parties or with EMMT, and the provision of Permitted Marketing Support and (III) any
Permitted Tax Payment (or agreement pursuant to which a Permitted Tax Payment is made or required to be made) shall be deemed not to be a Transaction with an Affiliate for the purposes of this Section 7.2.6.

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SECTION
7.2.7Restricted Payments.    The Borrower shall not, and shall not permit any of its Subsidiaries to,
directly or indirectly (all such payments and other actions set forth inclauses (a)through(e)below,
collectively, "Restricted Payments"):



providedthat, the Borrower and its Subsidiaries may make (i) at any time after April 18, 2005, the Special Restricted Payment to the
extent that such payment is permitted under the terms of the MWG Indenture and (ii) Restricted Payments on, or within thirty (30) days after, any Quarterly Payment Date in an amount
equal to (after giving effect to all Restricted Payments made since the Original Effective Date but excluding the Special Restricted Payment) (A) (1) up to 75% of Excess Cashflow generated
since the Original Effective Date to the most recently ended Fiscal Quarter;plus(2) to the extent of Excess Cashflow generated since the
Original Effective Date and available for such payments, Reimbursement Restricted Payments and (B) at any time the Borrower is Investment Grade, 100% of Excess Cashflow generated after the date
the Borrower becomes Investment Grade to the most recently ended Fiscal Quarter;provided,further, that
no Default or Event of Default has occurred and is continuing or would occur as a after giving effect to such Restricted Payment (other than any Default or Event of Default that is cured as a result
of such Restricted Payment).

Notwithstanding
anything in thisSection 7.2.7to the contrary, the Borrower may repurchase, redeem, defease or otherwise acquire
or retire for value Subordinated Indebtedness of the Borrower or any of its Subsidiaries with the Net Cash Proceeds from a substantially concurrent incurrence of Permitted Refinancing Indebtedness; provided, that, no Default or Event of Default has occurred and is continuing or would occur as a result of, or after giving effect to, the foregoing.

SECTION
7.2.8Capital Expenditures.    The Borrower shall not, and shall not permit any Subsidiary to, make any
capital expenditures, except Environmental Capital Expenditures or Necessary Capital Expenditures.

SECTION
7.2.9Restrictive Agreements.    The Borrower shall not, and shall not permit any Subsidiary to, enter into
any agreement (excluding any Loan Document and any agreement governing any Indebtedness permitted byclause (e)of Section 7.2.1as to the assets
financed with the proceeds of such Indebtedness):



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SECTION
7.2.10Limitation on Lines of Business.    The Borrower shall not, and shall not permit any Subsidiary to,
change its legal form or Organic Documents except as permitted bySection 7.2.3, change its Fiscal Year or engage in any business other than the
construction, ownership, maintenance and operation of the Facilities, the sale of wholesale electric power therefrom and related products and services and such other business as may be reasonably
incidental thereto.

SECTION
7.2.11Limitation on Electricity Market Risk Exposure.    The Borrower shall not, and shall not permit any
Subsidiary to, directly or indirectly, engage in transactions for (or incur Indebtedness underSection 7.2.1(i)in connection with) any
speculative purpose, including speculative transactions relating to (a) fuel procurement or sales, (b) purchases, sales or exchanges related to capacity and energy from the Facilities or
financial instruments related thereto or (c) purchases, sales or exchanges of energy or emissions credits.

SECTION
7.2.12Energy and Fuel Risk Management Policies.    The Borrower shall not, and shall not permit any of its
Affiliates to, amend, supplement or otherwise modify the Energy and Fuel Risk Management Policies in a manner which would result or could reasonably be expected to result in a Material Adverse Effect
without the written consent of the Required Lenders, which consent shall not be unreasonably withheld or delayed.

SECTION
7.2.13Amendment, Modification or Waiver of Certain Documents.    The Borrower shall not agree or consent
to any termination, amendment, modification or waiver of (a)Section 18.19of each of the Powerton/Joliet Lease Participation Agreements,
(b) the definition of "Free Cashflow" set forth in the Powerton/Joliet Lease Operative Documents, (c) the Powerton/Joliet Lease Intercompany Notes or (d) or any other provision of
the Powerton/Joliet Lease Operative Documents that increases or is reasonably likely to increase the liability, or the obligations, of the Borrower (or decreases or is reasonably likely to decrease
the liability, or the obligations, of EME) with respect to the Powerton/Joliet Lease Operative Documents in any material respect.

ARTICLE VIII  EVENTS OF DEFAULT

SECTION 8.1Listing of Events of Default.    Each of the following events or occurrences
described in thisSection 8.1shall constitute an "Event of Default".

SECTION
8.1.1Non-Payment of Obligations.    The Borrower shall default in (a) the payment or
mandatory prepayment of any principal of any Loan or any reimbursement obligation in respect of any LC Exposure or the Borrower shall fail to Cash Collateralize its LC Exposure when due or
(b) the payment of interest on any Loan or LC Exposure, any fees pursuant toSection 3.3or any other Obligations under the Loan
Documents, within five (5) Business Days after any such interest or other amount becomes due in accordance with the terms thereof or hereof.

SECTION
8.1.2Breach of Warranty.    Any representation or warranty of the Borrower, any of its Subsidiaries, EMMT
or any Midwest Related Party made or deemed to be restated or remade in any Loan Document to which it is a party or any other writing or certificate furnished by or on behalf of the Borrower, such
Subsidiary, EMMT or such Midwest Related Party to the Administrative Agent, the Collateral Trustee or any Lender for the purposes of or in connection with any such Loan Document (including any
certificates delivered pursuant toArticle V) is or shall be incorrect when made or deemed made in any material respect.

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SECTION
8.1.3Non-Performance of Certain Covenants and Obligations.    The Borrower shall default in
the due performance and observance of any of its obligations underSection 7.1.1(f)(i),7.1.2, 7.1.5(solely with respect to the Mortgaged Facilities),7.1.9or 7.2.

SECTION
8.1.4Non-Performance of Other Covenants and ObligationsThe Borrower, any of its
Subsidiaries, EMMT or any Midwest Related Party shall default in the due performance and observance of any other covenant or agreement contained in any Loan Document to which it is a party, and such
default shall continue unremedied for a period of thirty (30) days after written notice thereof shall have been given to the Borrower by the Administrative Agent.

SECTION
8.1.5Default on other Indebtedness; Payment Default under EMMT Agreements.

(a)   A
default shall occur in the payment when due (subject to any applicable grace period), whether by acceleration or otherwise, of (i) any Indebtedness
(other thanIndebtedness described inSection 8.1.1and Powerton/Joliet Lease Liabilities) of the
Borrower, any of its Subsidiaries or any Midwest Related Party or (ii) any EMMT Indebtedness, in either case, having a principal amount, individually or in the aggregate, of at least
$20,000,000, or a default shall occur in the performance or observance of any obligation or condition with respect to such Indebtedness or EMMT Indebtedness, as applicable, if the effect of such
default is to accelerate the maturity of any such Indebtedness or EMMT Indebtedness, as applicable, or such default shall continue unremedied for any applicable period of time sufficient to permit the
holder or holders of such Indebtedness or EMMT Indebtedness, as applicable, or any trustee or agent for such holders, to cause such Indebtedness or EMMT Indebtedness, as applicable, to become due and
payable prior to its expressed maturity.

(b)   A
default shall occur in the payment or reimbursement when due by EMMT of any amount in excess of $2,000,000 owed to the Borrower under any Energy Management Agreement
and such default shall continue unremedied for a period of thirty (30) days. Notwithstanding the foregoing, any such failure to pay or reimburse the Borrower shall not constitute a default (and
such period of thirty (30) days shall not begin to toll) for purposes of thisclause (b)until EMMT shall have received the corresponding
payment or reimbursement from the counterparty under the applicable Back-to-Back Transaction;provided, that (i) EMMT
shall have used commercially reasonable efforts to obtain payment from such counterparty, (ii) such counterparty was, at the time such Back-to-Back Transaction was
entered into, Investment Grade and (iii) to the extent of any offsets between EMMT and such counterparty (unrelated to Back-to-Back Transactions with the Borrower) that
reduce such counterparty's obligation to make payment to EMMT with respect to such Back-to-Back Transaction, EMMT shall be required to make payment to the Borrower in the
amount of such offset or reduction.

(c)   A
default shall occur in the payment when due by EMMT of any amount in excess of $2,000,000 owed to EME under an EME Trading Revolver and EME shall have commenced
remedies to enforce payment thereunder and such default shall continue unremedied for a period of thirty (30) days.

SECTION
8.1.6Bankruptcy, Insolvency.    The Borrower, any of its Subsidiaries, EMMT, any Midwest Related Party or
EME shall:



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SECTION
8.1.7Pension Plans.    Any of the following events shall occur with respect to any Pension Plan:



SECTION
8.1.8Judgments.    Any judgment or order for the payment of money in excess of $20,000,000 individually or
in the aggregate (taking into account any insurance proceeds payable under a policy where the insurer has accepted coverage without reservation) shall be rendered against Borrower and such judgments
or decrees shall not have been vacated, discharged or effectively stayed or bonded within sixty (60) days from the entry thereof.

SECTION
8.1.9Regulatory Violation.    Any Regulatory Violation shall have occurred and be continuing.

SECTION
8.1.10Loan Documentation.    This Agreement or any Loan Document is declared unenforceable or is
terminated or any Lien securing Indebtedness under this Agreement purported to be created by any Security Document shall at any time fail to constitute a valid and first priority, perfected Lien on
the Collateral intended to be covered thereby in favor of the Collateral Trustee, free and clear of all other Liens (other than Permitted Liens), or the Borrower, any of its Subsidiaries, EMMT or any
Midwest Related Party shall assert that such Lien is not a valid and first priority,
perfected Lien or any of the Security Documents to which it is a party shall no longer be in full force and effect.

SECTION
8.1.11Change-In-Control.    Any Change-In-Control shall
have occurred and be continuing.

SECTION
8.1.12Powerton/Joliet Leases.    Any of the Powerton/Joliet Lease Trusts (or the related Lease Indenture
Trustee) (under, and as defined in the related, Powerton/Joliet Lease Operative Documents) shall have commenced to exercise remedies in accordance with Section 17of each of the

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Powerton/Joliet
Leases to terminate any of the Powerton/Joliet Leases and repossess any of the Powerton/Joliet Lease Assets.

SECTION
8.1.13EME Obligations.    EME shall fail to make payment or fail to perform its obligations under any
Powerton/Joliet Lease Guarantee or any Powerton/Joliet Lease Intercompany Note within five (5) Business Days after any such payment becomes due in accordance with the terms thereof or hereof.

SECTION
8.1.14Powerton/Joliet Documentation.    Any of the Powerton/Joliet Lease Guarantees or the Powerton/Joliet
Lease Intercompany Notes is declared unenforceable or is terminated, or EME or any Powerton/Joliet Trust shall assert that any of the Powerton/Joliet Lease Guarantees or the Powerton/Joliet
Intercompany Notes to which it is a party shall no longer be in full force and effect.

SECTION
8.1.15EME Default.    Any one of the following shall occur with respect to Indebtedness of EME having a
principal amount, individually or in the aggregate, in excess of $20,000,000:



SECTION
8.2Action if Bankruptcy.    If any Event of Default described inclauses
(a)through(e)ofSection 8.1.6shall have occurred and be continuing
with respect to the Borrower, the Commitments (if
not theretofore terminated) shall automatically terminate and the outstanding principal amount of all outstanding Loans and all other monetary Obligations under the Loan Documents shall automatically
be and become immediately due and payable, without notice or demand.

SECTION
8.3Action if Other Event of Default.    If any Event of Default (other than any Event of Default described
inclauses (a)through(e)ofSection 8.1.6with
respect to the Borrower) shall occur for any reason, whether voluntary or involuntary, and be continuing, the Administrative Agent, upon the direction of the Required Lenders, shall by written notice
to the Borrower declare all or any portion of the outstanding principal amount of the Loans and other monetary Obligations under the Loan Documents to be due and payable and/or the Commitments (if not
theretofore terminated) to be terminated, whereupon the full unpaid amount of such Loans and other monetary Obligations under the Loan Documents which shall be so declared due and payable shall be and
become immediately due and payable, without further notice, demand or presentment, and/or, as the case may be, the Commitments shall terminate. The rights provided for in the Loan Documents are
cumulative and are not exclusive of any other rights, powers, privileges or remedies provided by law or in equity, or under any other instrument, document or agreement now existing or hereafter
arising.

SECTION
8.4Rescission of Declaration.    Any declaration made pursuant to Section 8.3may, should the Required
Lenders in their sole and absolute discretion so elect, be rescinded by written notice to the Borrower at any
time after the principal of the Loans shall have become due and payable, but before any judgment or decree for the payment of the monies so due, or any part thereof, shall have been entered; providedthat the Borrower shall have paid all arrears of interest upon the Loans and all other amounts then owed to the Administrative Agent and the
Lenders including all costs, expenses and liabilities incurred by the Administrative Agent and the Lenders in respect of such declaration and all consequences thereof (except the principal of the
Loans which by such declaration shall have become payable) and every other Event of Default shall have been made good, waived or cured;providedthat no
such rescission or annulment shall extend to or affect any subsequent Event of Default or impair any right consequent thereon.

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ARTICLE IX  THE ADMINISTRATIVE AGENT

SECTION 9.1Actions.

(a)   Each
Lender and each Issuing Lender hereby appoints CNAI as its Administrative Agent under and for purposes of each Loan Document. Each Lender and each Issuing Lender
authorizes the Administrative Agent to act on its behalf under each Loan Document and, in the absence of other written instructions from the Required Lenders received from time to time by the
Administrative Agent (with respect to which the Administrative Agent agrees that it will comply, except as otherwise provided in this Section or as otherwise advised by counsel), to exercise such
powers hereunder and thereunder as are specifically delegated to or required of the Administrative Agent by the terms hereof and thereof, together with such powers as may be reasonably incidental
thereto. Notwithstanding any provision to the contrary contained elsewhere in any Loan Document, the Administrative Agent shall not have any duties or responsibilities, except those expressly set
forth herein, nor shall the Administrative Agent have or be deemed to have any fiduciary relationship with any Issuing Lender or any Lender, and no implied covenants, functions, responsibilities,
duties, obligations or liabilities shall be read into any Loan Document or otherwise exist against the Administrative Agent. Without limiting the generality of the foregoing sentence, the use of the
term "agent" in this Agreement with reference to the Administrative Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any
applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties.

(b)   Each
Lender hereby agrees to indemnify (which indemnity shall survive any termination of this Agreement) the Agent-Related Personspro
rataaccording to such Lender's Percentage, from and against any and all liabilities, obligations, losses, damages, claims, costs or expenses of any kind or nature whatsoever
which may at any time be imposed on, incurred by, or asserted against, the Agent-Related Persons in any way relating to or arising out of any Loan Document, including reasonable attorneys' fees, and
as to which the Administrative Agent is not reimbursed by the Borrower;provided,however, that no
Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, claims, costs or expenses which are determined by a court of competent jurisdiction in a final
proceeding to have resulted from the Agent-Related Person's gross negligence or willful misconduct. No Agent-Related Persons shall be required to take any action under any Loan Document, or to
prosecute or defend any suit in respect of or any Loan Document, unless it is indemnified hereunder to its satisfaction. If any indemnity in favor of the Administrative Agent shall be or become, in
its determination, inadequate, the Agent-Related Person may call for additional indemnification from the Lenders and cease to do the acts indemnified against hereunder until such additional indemnity
is given.

SECTION
9.2Funding Reliance.    Unless the Administrative Agent shall have been notified by telephone, confirmed
in writing, by any Lender by 12:00 Noon, New York City time, on the Business Day prior to the Closing Date that such Lender will not make available the amount which would constitute its Percentage of
the Borrowing on the Closing Date, the Administrative Agent may assume that such Lender has made such amount available to the Administrative Agent and, in reliance upon such assumption, may, but shall
not be required to, make available to the Borrower a corresponding amount. If and to the extent that such Lender shall not have made such amount available to the Administrative Agent, such Lender and
the Borrower severally agree to repay the Administrative Agent forthwith on demand such corresponding amount together with interest thereon, for each day from the date the Administrative Agent made
such amount available to the Borrower to the date such amount is repaid to the Administrative Agent, at the interest rate applicable at the time to Loans comprising such Borrowing; provided, that if
such Lender makes available the amount which is its Percentage of the

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Borrowing
on or before the next Business Day following the day when due, the interest rate payable on such amount shall be the Federal Funds Effective Rate.

SECTION
9.3Exculpation.    No Agent-Related Person shall be liable to any Lender for any action taken or omitted
to be taken by it under any Loan Document, or in connection therewith, except for its own willful misconduct or gross negligence, nor responsible for any recitals or warranties herein or therein, nor
for the effectiveness, enforceability, validity or due execution of any Loan Document, nor to make any inquiry respecting the performance by the Borrower of its obligations under any Loan Document.
Any such inquiry which may be made by the Administrative Agent shall not obligate it to make any further inquiry or to take any action. Each Agent-Related Person shall be entitled to rely upon advice
of counsel concerning legal matters and upon any notice, consent, certificate, statement or writing which the Administrative Agent believes to be genuine and to have been presented by a proper Person.

SECTION
9.4Successor.    The Administrative Agent may resign as such at any time upon at least thirty
(30) days' prior notice to the Borrower, all Lenders and all Issuing Lenders. If the Administrative Agent at any time shall resign, the Required Lenders may, within ten (10) days after
such notice and with the consent of the Borrower (not to be unreasonably withheld), appoint another Lender as a successor Administrative Agent which shall thereupon become the Administrative Agent
hereunder. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall have accepted such appointment, within thirty (30) days after the retiring
Administrative Agent's giving notice of resignation, then the retiring Administrative Agent may, on behalf of the Lenders, after notice to and consultation with the Borrower, appoint a successor
Administrative Agent, which shall be one of the Lenders or an Assignee, and shall have a combined capital and surplus of at least $250,000,000. Upon the acceptance of any appointment as Administrative
Agent hereunder by a successor Administrative Agent, such successor Administrative Agent shall be entitled to receive from the retiring Administrative Agent such documents of transfer and assignment
as such successor Administrative Agent may reasonably request, and shall thereupon succeed to and become vested with all rights, powers, privileges and duties of the retiring Administrative Agent, and
the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement. After the effective date of any retiring Administrative Agent's resignation hereunder as the
Administrative Agent, the provisions of (a) thisArticle IXshall inure to its benefit as to any actions taken or omitted to be taken by
it while it was the Administrative Agent under this Agreement; and (b)Section 10.3and Section 10.4shall continue to inure to its benefit.

SECTION
9.5Loans by CNAI.    CNAI shall have the same rights and powers with respect to the Loans made by it or
any of its Affiliates as any other Lender and may exercise the same as if it were not the Administrative Agent. CNAI and its Affiliates may accept deposits from, lend money to, and generally engage in
any kind of business with the Borrower or any Subsidiary or Affiliate of the Borrower as if CNAI were not the Administrative Agent hereunder.

SECTION
9.6Reliance by Administrative Agent.

(a)   The
Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon any writing, resolution, notice, consent, certificate, affidavit,
letter, telegram, facsimile, telex or telephone message, statement or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper Person
or Persons, and upon advice and statements of legal counsel (including counsel to the Borrower or any of its Affiliates), independent accountants and other experts selected by the Administrative
Agent. The Administrative Agent shall be fully justified in failing or refusing to take any action under any Loan Document unless it shall first receive such advice or concurrence of the Required
Lenders as it deems appropriate and, if it so requests, it shall first be indemnified to its satisfaction by the Lenders against any and all liability and expense which may be incurred by it by reason
of taking or continuing to take any such action. The

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Administrative
Agent shall in all cases be fully protected in acting, or in refraining from acting, under any Loan Document in accordance with a request or consent of the Required Lenders and such
request and any action taken or failure to act pursuant thereto shall be binding upon all of the Lenders.

(b)   For
purposes of determining compliance with the conditions specified inSection 5.1, each Lender that has executed
this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter either sent by the Administrative Agent to such Lender for consent,
approval, acceptance or satisfaction, or required thereunder to be consented to or approved by or acceptable or satisfactory to the Lender.

SECTION
9.7Notice of Default.    The Administrative Agent shall not be deemed to have knowledge or notice of the
occurrence of any Default or Event of Default, except with respect to defaults in the payment of principal, interest and fees required to be paid to the Administrative Agent for the account of the
Lenders, unless the Administrative Agent shall have received written notice from a Lender or the Borrower referring to this Agreement, describing such Default or Event of Default and stating that such
notice is a "notice of default". The Administrative Agent will notify the Lenders of its receipt of any such notice. The Administrative Agent shall take such action with respect to such Default or
Event of Default as may be requested by the Required Lenders in accordance withArticle VIII; provided,however, that unless and until the Administrative Agent has received any such request, the
Administrative Agent may (but shall not be obligated to) take such action, or refrain from taking such
action, with respect to such Default or Event of Default as it shall deem advisable or in the best interest of the Lenders.

SECTION
9.8Credit Decisions.    Each Lender acknowledges that it has, independently of the Agent-Related Person
and each other Lender, and based on such Lender's review of the financial information of the Borrower, the Loan Documents (the terms and provisions of which being satisfactory to such Lender) and such
other documents, information and investigations as such Lender has deemed appropriate, made its own credit decision to extend its Commitments. Each Lender also acknowledges that it will, independently
of the Administrative Agent and each other Lender, and based on such other documents, information and investigations as it shall deem appropriate at any time, continue to make its own credit decisions
as to exercising or not exercising from time to time any rights and privileges available to it under any Loan Document.

SECTION
9.9Copies.    The Administrative Agent shall give prompt notice to each Lender of each notice or request
required or permitted to be given to the Administrative Agent by the Borrower pursuant to the terms of this Agreement (unless concurrently delivered to the Lenders by the Borrower). The Administrative
Agent will distribute to each Lender each document or instrument (including each document or instrument delivered by the Borrower to the Administrative Agent pursuant to Articles VandVII) received for its account and copies of all other communications received by the
Administrative Agent from the Borrower for distribution to the Lenders by the Administrative Agent in accordance with the terms of this Agreement.

SECTION
9.10Collateral.

(a)   Each
Lender hereby acknowledges and agrees that (i) such Lender's right or interest in the Collateral (or any portion thereof) shall be subject to the terms of
the Collateral Trust Agreement and the other Security Documents, including the requisite level of consent by holders of Priority Lien Debt to enforce upon the Collateral and (ii) this
acknowledgement and agreement constitutes a Priority Debt Sharing Confirmation (as defined in the Collateral Trust Agreement).

(b)   The
Borrower hereby acknowledges, agrees and confirms that each Lender and the Administrative Agent are entitled to the benefit of the Collateral Trust Agreement and all
of the benefits of a Priority Lien Secured Party and the Priority Liens created under (and as defined in) the Collateral Trust Agreement and the other Security Documents.

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ARTICLE X  MISCELLANEOUS PROVISIONS

SECTION 10.1Waivers, Amendments.

(a)   The
provisions of each Loan Document may from time to time be amended, modified or waived, if such amendment, modification or waiver is in writing and consented to by
the Borrower and the Required Lenders;provided,however, that no such amendment, modification or waiver
shall (i) forgive or reduce the principal amount or extend any payment of principal pursuant toSection 3.1(a)or the final scheduled date
of maturity of any Loan or LC Disbursement, reduce the stated rate of any interest or fee payable hereunder or extend the scheduled date of any payment thereof, or increase the amount or extend the
expiration date of any Lender's Commitment without the consent of each Lender directly affected thereby; (ii) amend, modify or waive any provision of this Section 10.1or any percentage
specified in the definition of "Required Lenders", or consent to the assignment or transfer by the Borrower of any
of its rights and obligations under the Loan Documents, in each case without the written consent of all Lenders; (iii) amend, modify or waive anypro
rataprovision ofSection 4.8or4.9, or any provision in the Loan
Documents which provides for amounts paid in respect of the Obligations to be shared among the Lenders ratably, without the consent of all Lenders; (iv) except as provided in Section 9.10,
provide for any material release of Collateral without the consent of all Lenders; or (v) affect the interests, rights or
obligations of the Administrative Agentquathe Administrative Agent or the Issuing Lendersquathe
Issuing Lenders shall be made without consent of the Administrative Agent or the Issuing Lenders, as the case may be. Any such waiver and any such amendment, supplement or modification shall apply
equally to each of the Lenders and shall be binding upon the Borrower, the Lenders, the Administrative Agent, the Issuing Lenders and all future holders of the Loans. In the case of any waiver, the
Borrower and its Subsidiaries, the Lenders and the Administrative Agent shall be restored to their former position and rights and under the Loan Documents, and any Default or Event of Default waived
shall be deemed to be cured and not continuing; but no such waiver shall extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon.

(b)   No
failure or delay by the Administrative Agent, any Issuing Lender or any Lender in exercising any power or right under any Loan Document shall operate as a waiver
thereof, nor shall any single or partial exercise of any such power or right, or any abandonment or discontinuance of steps to enforce such power or right, preclude any other or further exercise
thereof or the exercise of any other power or right. The rights and remedies of the Administrative Agent, the Issuing Lenders and the Lenders hereunder are cumulative and are not exclusive of any
rights or remedies they would otherwise have. No notice to or demand on the Borrower in any case shall entitle it to any notice or demand in similar or other circumstances. No waiver or approval by
the Administrative Agent, any Issuing Lender, or any Lender under any Loan Document shall, in any event, be effective unless the same is permitted by paragraph (a)of thisSection 10.1, and shall, except as may be otherwise stated in such
waiver or approval, be applicable to subsequent transactions. No waiver or approval hereunder shall require any similar or dissimilar waiver or approval thereafter to be granted hereunder.

Notwithstanding
anything in this Agreement to the contrary, no waiver or modification of any provision of this Agreement that has the effect (either immediately or at some later time) of
enabling the Borrower to satisfy a condition precedent to the making of a Loan of any Class shall be effective against the Lenders of such Class for purposes of the Commitments of such Class unless
the Required Lenders of such Class shall have concurred with such waiver or modification, and no waiver or modification of any provision of this Agreement or any other Loan Document that could
reasonably be expected to adversely affect the Lenders of any Class in a manner that does not affect all Classes equally shall be effective against the Lenders of such Class unless the Required
Lenders of such Class shall have concurred with such waiver or modification.

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SECTION
10.2Notices.    All notices and other communications provided to any party hereto under any Loan Document
shall be in writing or by facsimile and addressed, delivered or transmitted to such party at its address or facsimile number set forth on the signature pages hereof or Schedule 1.1(a)or set forth
in the Administrative Questionnaire of such party or the Assignment Agreement or at such other address or facsimile
number as may be designated by such party in a written notice to the other parties. Any notice, if mailed and properly addressed with postage prepaid shall be effective five (5) Business Days
after being sent or if properly addressed and sent by pre-paid courier service, shall be deemed given when received; any notice, if transmitted by facsimile, shall be deemed given when
transmitted (if confirmed). Each Lender acknowledges and accepts the terms of the Communications Agreement and agrees that Communications (as defined in the Communications Agreement) may be made
available to such Lender as provided in the Communications Agreement.

SECTION
10.3Payment of Costs and Expenses.

(a)   The
Borrower agrees to pay promptly on demand all reasonable out-of-pocket costs and expenses of CNAI, the Administrative Agent and the Issuing
Lenders and their respective Affiliates (including the reasonable fees and out-of-pocket costs and expenses of special New York counsel and relevant local counsel to the
Administrative Agent) in connection with:



in
each case, upon presentation of statement of account in reasonable detail, whether or not the transactions contemplated hereby are consummated.

(b)   Without
duplication of the Borrower's obligations underSection 4.7, the Borrower further agrees to pay upon
demand, and to save the Administrative Agent, the Issuing Lenders and the Lenders harmless from all liability for all costs, expenses, assessments, or other charges, and any stamp or other similar
Taxes which may be payable in connection with the execution, delivery or enforcement of any Loan Document, the Loans or Letter of Credit hereunder or any filing, registration, recording or perfection
of any security interest contemplated by any Security Document. The Borrower also agrees to reimburse the Administrative Agent, each Issuing Lender and each Lender, as applicable, promptly upon demand
upon presentation of a statement of account in reasonable detail for (i) all reasonable out-of-pocket costs and expenses (including fees and
out-of-pocket expenses of counsel) incurred by the Administrative Agent, each Issuing Lender and each Lender in connection with the enforcement or protection of the rights in
connection with this Agreement and the other Loan Documents, including its rights under this Section and including the negotiation of any restructuring or work-out, whether or not
consummated, of any Obligations under the Loan Documents and (ii) all out-of-pocket costs and expenses (including fees and out-of-pocket costs
and expenses of counsel) by the Administrative Agent, each Issuing Lender and each Lender in connection with the enforcement of any Obligations under the Loan Documents after an Event of Default or in
connection with any insolvency proceedings;providedthat, in either case, the Borrower shall not be obligated to reimburse such costs and expenses that
are found in a final judgment by a court of competent jurisdiction to have

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been
incurred in an attempt to enforce such rights and remedies that were pursued by such Administrative Agent or Lender in bad faith and without any reasonable basis in fact or law.

SECTION
10.4Indemnification.

(a)   In
consideration of the execution and delivery of this Agreement by each Lender and the extension of the Commitments and the Loans, the Borrower hereby indemnifies,
exonerates and holds the Administrative Agent, CNAI, each Issuing Lender and each Lender and each of their respective Affiliates, officers, directors and employees (collectively, the
"Indemnified Parties") free and harmless from and against any and all losses, costs, actions, causes of action, suits, liabilities and damages, and
expenses incurred in connection therewith (irrespective of whether any such Indemnified Party is a party to the action for which indemnification hereunder is sought), including any amounts paid to any
Agent-Related Person pursuant toSection 9.1(b)and reasonable attorneys' fees and disbursements but excluding claims for lost profits
(collectively, the "Indemnified Liabilities"), joint or several, that may be incurred by or asserted or awarded against any Indemnified Party, in each
case arising out of or in connection with or relating to:



whether
or not such investigation, litigation or proceeding is brought by the Borrower or its Affiliates, any of their respective shareholders or creditors, an Indemnified Party or any other person,
or an Indemnified Party is otherwise a party thereto and whether or not the transactions contemplated hereby are consummated, except for any such Indemnified Liabilities arising for the account of a
particular Indemnified Party by reason of the relevant Indemnified Party's (i) gross negligence or willful misconduct or (ii) breach of such Indemnified party's obligations under this
Agreement. If and to the extent that the foregoing undertaking may be unenforceable for any reason, the Borrower hereby agrees to make the maximum contribution to the payment and satisfaction of each
of the Indemnified Liabilities which is permissible under applicable law.

(b)   To
the extent permitted by applicable law, no Indemnified Party shall have any liability to the Borrower or its Affiliates or any of their respective shareholders or
creditors under any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this
Agreement or any agreement or instrument contemplated hereby, any Loan or the use of the proceeds thereof.

SECTION
10.5Survival.    The obligations of the Borrower underSections
2.6.6,4.3,4.5,4.6, 4.7,10.3and10.4, and the obligations of the Lenders
underSections 9.1and2.6.6, shall in each case survive any termination of this Agreement, the payment
in full of all Obligations under the Loan Documents

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and
the termination of all Commitments, and the obligations of the Borrower to the Retiring Lenders under the correlative provisions of such sections of the Existing Credit Agreement shall, in each
case, survive any termination of the Existing Credit Agreement, the payment in full of all Obligations under the Loan Documents and the Existing Credit Agreement and the termination of all
Commitments. The representations and warranties made by the Borrower in each Loan Document to which it is a party shall survive the execution and delivery of such Loan Document.

SECTION
10.6Severability.    Any provision of any Loan Document which is prohibited or unenforceable in any
jurisdiction shall, as to such provision and such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions of such Loan Document
or affecting the validity or enforceability of such provision in any other jurisdiction.

SECTION
10.7Headings.    The various headings and table of contents of each Loan Document are inserted for
convenience only and shall not affect the meaning, construction or interpretation of this Agreement or any other Loan Document or any provisions hereof or thereof.

SECTION
10.8Execution in Counterparts.    This Agreement may be executed by the parties hereto in several
counterparts, each of which shall be executed by the Borrower and the Administrative Agent and be deemed to be an original and all of which shall constitute together but one and the same agreement.

SECTION
10.9Governing Law; Entire Agreement.    This Agreement, and the rights and obligations of the parties
under this Agreement, shall be governed by, and construed and interpreted in accordance with, the law of the state of New York. The Loan Documents represent the agreement of the Borrower, the
Administrative Agent, the Issuing Lenders and the Lenders and supersede any and all prior agreements and understandings, oral or written, relative or with respect to the subject matter hereof, and
there are no promises, undertakings, representations or warranties by the Administrative Agent, any Issuing Lender or any Lender relative to subject matter hereof not expressly set forth or referred
to in the Loan Documents.

SECTION
10.10Successors and Assigns.    This Agreement shall be binding upon and shall inure to the benefit of the
parties hereto and their respective successors and assigns;provided,however, that:



SECTION
10.11Sale and Transfer of Loans; Participations in LoansEach Lender may assign, or sell
participations in, its Loans to one or more other Persons in accordance with thisSection 10.11.

SECTION
10.11.1Assignments.

(a)   Any
Lender (an "Assignor") may, in accordance with applicable law, at any time and from time to time assign to any Person
(an "Assignee"), with the consent of (i) in the case of an assignment of all or portion of a Term Loan, the Administrative Agent (which consent
shall not be required in the case of any assignment to a Lender, an Affiliate of a Lender or an Approved Fund of any Lender) and (ii) in the case of an assignment of all or a portion of a
Revolver Commitment or any Revolver Lender's obligations in respect of its LC Exposure, (A) each Issuing Lender (B) the Administrative Agent and (C) the Borrower (such consent not
to be unreasonably withheld or delayed) (except that the consent of the Borrower shall not be required at any time a Default or Event of Default shall have occurred and be continuing), all or any part
of its rights and obligations under this Agreement pursuant to an Assignment Agreement, executed by such Assignee, such Assignor and any other Person whose consent is required pursuant to this
paragraph, and delivered to the Administrative Agent for its acceptance and recording in the Register;providedthat no such assignment to an Assignee
(other than any Lender or any Affiliate or Approved Fund thereof) shall be in an aggregate principal amount of

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less
than (I) in the case of Term Loans, $1,000,000 and (II) in the case of Revolver Commitments or Revolver Loans, $3,000,000 (other than, in each case, an assignment of all of a
Lender's interests under this Agreement and treating simultaneous assignments to and from Approved Funds of a single Lender as one assignment), unless otherwise agreed by the Borrower and the
Administrative Agent (and, in the case of an assignment of all or a portion of a Revolver Commitment, each Issuing Lender) and;provided, further, that
after giving effect to any such assignment the assigning Lender shall have Loans or Commitments remaining of at least (I) in the
case of Term Loans, $1,000,000 and (II) in the case of Revolver Commitments or Revolver Loans, $3,000,000 in the aggregate amount (other than, in each case, an assignment of all of a Lender's
interests under this Agreement and treating simultaneous assignments to and from Approved Funds of a single Lender as one assignment).

Upon
such execution, delivery, acceptance and recording, from and after the effective date determined pursuant to such Assignment Agreement, (i) the Assignee thereunder shall be a
party hereto and, to the extent provided in such Assignment Agreement, have the rights and obligations of a Lender hereunder with Loans and Commitments as set forth therein, and (ii) the
Assignor thereunder shall, to the extent provided in such Assignment Agreement, be released from its obligations under this Agreement (and,
in the case of an Assignment Agreement covering all of an Assignor's rights and obligations under this Agreement, such Assignor shall cease to be a party hereto). Any assignment or sale that does not
comply with thisclause (a)shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and
obligations in accordance withSection 10.11.2.

(b)   The
Administrative Agent shall, on behalf of the Borrower, maintain at its address referred to onSchedule 1.1(a)a copy of each Assignment Agreement and each Accession Agreement delivered to it and a register (the "Register") for the recordation of the names and
addresses of the Lenders and the Commitment of, and the principal amount of the Loans owing to, each Lender from time to time. The entries in the Register shall be conclusive, in the absence of
manifest error, and the Borrower, the Administrative Agent, the Issuing Lenders and the Lenders shall treat each Person whose name is recorded in the Register as the owner of the Loans or the
Commitments, as the case may be, recorded therein for all purposes of this Agreement notwithstanding notice to the contrary. Any assignment of any Loan or any Commitment shall be effective only upon
appropriate entries with respect thereto being made in the Register.

(c)   Upon
its receipt of an Assignment Agreement executed by an Assignor, an Assignee and any other Person whose consent is required by Section 10.11.1(a), together with payment to the Administrative Agent
of a registration and processing fee of $3,500 (unless waived by the
Administrative Agent in its discretion andprovidedthat only one such fee shall be payable in the case of simultaneous assignments to two or more
Approved Funds of a single Lender), the Administrative Agent shall (i) promptly accept such Assignment Agreement and (ii) record the information contained therein in the Register on the
effective date determined pursuant thereto.

(d)   For
avoidance of doubt, the parties to this Agreement acknowledge that the provisions of thisSection 10.11.1concerning assignments of Loans and Commitments relate only to absolute assignments and that such provisions do not prohibit assignments creating security interests, including any pledge or assignment
by a Lender of any Loan to any Federal Reserve Bank in accordance with applicable law;provided, that no such pledge or assignment of a security
interest shall release a Lender from any of its obligations hereunder or substitute any such assignee for such Lender as a party hereto.

(e)   Notwithstanding
anything to the contrary contained herein, any Lender (a "Granting Lender") may grant to a special
purpose funding vehicle (an "SPC"), identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrower,
the option to provide to the Borrower all or any part of any Loan that such Granting Lender would otherwise be obligated to make to the Borrower pursuant to this Agreement; providedthat (i)
 nothing herein shall constitute a commitment by any SPC to make any Loan and (ii) if an SPC elects not to exercise such
option or

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otherwise
fails to provide all or any part of such Loan, the Granting Lender shall be obligated to make such Loan pursuant to the terms hereof. The making of a Revolver Loan by an SPC hereunder shall
utilize the related Revolver Commitment of the Granting Lender to the same extent, and as if, such Revolver Loan were made by such Granting Lender. Each party hereto hereby agrees that no SPC shall be
liable for any indemnity or similar payment obligation under this Agreement (all liability for which shall remain with the Granting Lender). In furtherance of the foregoing, each party hereto hereby
agrees (which agreement shall survive the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other
senior indebtedness of any SPC, it will not institute against, or join any other person in instituting against, such SPC any bankruptcy, reorganization, arrangement, insolvency or liquidation
proceedings under the laws of the United States or any State thereof. In addition, notwithstanding anything to the contrary contained in this Section 10.11.1, any SPC may (A) with notice to,
but without the prior written consent of, the Borrower and the Administrative Agent and
without paying any processing fee therefor, assign all or a portion of its interests in any Loans to the Granting Lender or to any financial institutions (consented to by the Borrower and
Administrative Agent) providing liquidity and/or credit support to or for the account of such SPC to support the funding or maintenance of Loans and (B) disclose on a confidential basis any
non-public information relating to its Loans to any rating agency, commercial paper dealer or provider of any surety, guarantee or credit or liquidity enhancement to such SPC. This Section 10.11.1(e)may not be amended without the written consent of each SPC. The Granting Lender, such SPC and any assignee of such SPC shall
comply with the requirements ofSection 4.7as Lender.

SECTION
10.11.2Participations.    With notice to the Borrower and the Administrative Agent, any Lender may at any
time sell to one or more Persons (each of such Persons being herein called a "Participant") participating interests in any of the Loans, Commitments or
other interests of such Lender hereunder;provided,however, that:



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SECTION
10.12Other Transactions.    Nothing contained herein shall preclude the Administrative Agent, any Issuing
Lender or any other Lender from engaging in any transaction, in addition to those contemplated by any Loan Document, with the Borrower or any of its Affiliates in which the Borrower or such Affiliate
is not restricted hereby from engaging with any other Person.

SECTION
10.13Submission To Jurisdiction; Waivers.    Each of the Borrower, the Administrative Agent, the Issuing
Lenders and the Lenders hereby irrevocably and unconditionally:



SECTION
10.14WAIVERS OF JURY TRIAL.EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST
EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED,
EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND

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(B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS
SECTION.

SECTION
10.15Non-Recourse Persons.    The Lenders acknowledge that no Non-Recourse Person
shall have any responsibility or liability for the Obligations under the Loan Documents.

SECTION
10.16Acknowledgments.    The Borrower hereby acknowledges that:



SECTION
10.17Confidentiality.    Each of the Administrative Agent, each Issuing Lender and each Lender agrees to
keep confidential all non-public information provided to it by the Borrower pursuant to this Agreement;providedthat nothing herein shall
prevent the Administrative Agent, any Issuing Lender or any Lender from disclosing any such information (a) to the Administrative Agent, any Issuing Lender any other Lender or any Affiliate of
any Lender, (b) to any transferee, prospective transferee or any lender of a Lender that agrees to comply with the provisions of this Section 10.17, (c) to its employees, directors,
agents, attorneys, accountants and other professional advisors or those of any of its
Affiliates, (d) upon the request or demand of any Governmental Authority, (e) in response to
any order of any court or other Governmental Authority or as may otherwise be required pursuant to any Requirement of Law, (f) if requested or required to do so in connection with any
litigation or similar proceeding, (g) that has been publicly disclosed, (h) to the National Association of Insurance Commissioners or any similar organization or any nationally
recognized rating agency that requires access to information about a Lender's investment portfolio in connection with ratings issued with respect to such Lender, or (i) in connection with the
exercise of any remedy under any Loan Document. Notwithstanding anything herein to the contrary, the Borrower, Administrative Agent, each Issuing Lender and each Lender (and their Affiliates and their
respective partners, officers, directors, employees, accountants, attorneys and other advisors, agents and other representatives) may disclose to any and all Persons, without limitation of any kind,
any information with respect to the U.S. federal tax treatment and any facts that may be relevant to the U.S. federal tax structure of the transactions contemplated hereby and all materials of any
kind (including opinions and other tax analyses) that are provided to any of them relating to such treatment and tax structure;provided, however, that
none of them shall disclose any other information, the disclosure of which is otherwise limited, that is not relevant to understanding the
U.S. federal tax treatment or U.S. federal tax structure of the transaction (including the identity of any party and information that could lead another to determine the identity of any party), or any
other information to the extent that such disclosure could result in a violation of any federal or state securities law.

SECTION
10.18USA PATRIOT Act.    Each Lender hereby notifies the Borrower that pursuant to the requirements of the
USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the "Act"), it is required to obtain, verify and
record information that identifies the Borrower, which information includes the name and address of the Borrower and other information that will allow such Lender to identify the Borrower in
accordance with the Act.

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SECTION
10.19EMMH Credit Agreement.    This Agreement constitutes a replacement of the Existing Credit Agreement
which constituted a replacement of the EMMH Credit Agreement as contemplated inclause (xv)of the general provisions of Appendix A of
each Powerton/Joliet Lease Participation Agreement and as such this Agreement constitutes the "Holdings Credit Agreement" for the purposes of the Powerton/Joliet Lease Operative Documents.

SECTION
10.20Retiring Lenders.    Each Retiring Lender shall, as of the Closing Date, cease to be a "Lender" under
(and, accordingly, shall cease to be a party to) the Existing Credit Agreement, and the Borrower hereby confirms and agrees that, as of the Closing Date, the Retiring Lenders shall have no obligations
or liabilities under this Agreement;provided, that the Retiring Lenders shall be entitled to the benefits of Section 10.5.

SECTION
10.21Accession Agreement.    Upon the execution and delivery of an Accession Agreement by an Accession
Lender and the acceptance of such Accession Agreement by the Administrative Agent on or prior to the Closing Date, such Accession Lender shall be a party hereto as of the Closing Date and
shall have the rights and obligations of a Lender hereunder with Loans as set forth in its Accession Agreement.

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

| |  | MIDWEST GENERATION, LLC                                                                                 
| |  | --------------------------------------------------------------------------------------------------------
| |  | By:                                                                                                     
| |  | Address for Notices:                                                                                    
| |  | One Financial Place
440 South LaSalle Street, Suite 3500
Chicago, IL 60605
Telecopier No: (312) 583-6111
| |  | Taxpayer Identification Number: 33-0868558                                                              

Second Amended and Restated Credit Agreement

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| |  | CITICORP NORTH AMERICA, INC.,as Administrative Agent                                             
| |  | -------------------------------------------------------------------------------------------------
| |  | By:                                                                                              
| |  | Address for Notices:                                                                             
| |  | 2 Penns Way, Suite 110
New Castle, DE 19720
Attention: Sandra Munoz
Telecopier No: (212) 991-0961

Second Amended and Restated Credit Agreement

2

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| |  | CITICORP NORTH AMERICA, INC.,as Issuing Lender                                                           
| |  | ---------------------------------------------------------------------------------------------------------
| |  | By:                                                                                                      
| |  | Address for Notices:                                                                                     
| |  | 388 Greenwich Street, 21st Floor
New York, NY 10013
Attention: Sarah Terner
Telecopier No: (212) 921-5947

Second Amended and Restated Credit Agreement

3

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| |  | LENDERS                                                                                                                                                              
| |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | ALLIED IRISH BANKS, P.L.C.                                                                                                                                           
| |  | By:                                                                                                                                                                  
| |  | By:                                                                                                                                                                  
| |  | Address for Notices:                                                                                                                                                 
| |  | For Credit Matters:                                                                                                                                                  
| |  | Allied Irish Banks plc.
405 Park Avenue, 4th Floor,
New York, NY 10022
Attention: Aidan Lanigan
Telecopier No: (212) 339-8325                                        
| |  | For Operational Matters:                                                                                                                                             
| |  | Allied Irish BankCorporate Operations
2nd Floor, Iona House,
Shelbourne Road,
Ballsbridge,
Dublin 4, Ireland
Attention: Bernice Ruane
Telecopier No: +353 1 608 9795

Second Amended and Restated Credit Agreement

4

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| |  | CANADIAN IMPERIAL BANK OF COMMERCE,                                                                                                                                   
| |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | By:                                                                                                                                                                   
| |  | By:                                                                                                                                                                   
| |  | Address for Notices:                                                                                                                                                  
| |  | CIBC, Corporate Client Support Centre
Atrium on Bay
40 Dundas Street West, 5th Floor
Toronto, Ontario
Canada M5G 2C2
Attention: Helen Ng
Telecopier No: (416) 542-4609

Second Amended and Restated Credit Agreement

5

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| |  | CREDIT SUISSE, Cayman Islands Branch                                                            
| |  | ------------------------------------------------------------------------------------------------
| |  | By:                                                                                             
| |  | By:                                                                                             
| |  | Address for Notices:                                                                            
| |  | Eleven Madison Avenue
New York, NY 10010
Attention: Brian Caldwell
Telecopier No: (212) 325-8321

Second Amended and Restated Credit Agreement

6

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| |  | GENERAL ELECTRIC CAPITAL CORPORATION                                                         
| |  | ---------------------------------------------------------------------------------------------
| |  | By:                                                                                          
| |  | Address for Notices:                                                                         
| |  | 120 Long Ridge Road
Stamford, CT 06927
Attention: Cris Matteson
Telecopier No: (203) 357-4890

Second Amended and Restated Credit Agreement

7

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| |  | GOLDMAN SACHS CREDIT PARTNERS L.P.                                                                                            
| |  | ------------------------------------------------------------------------------------------------------------------------------
| |  | By:                                                                                                                           
| |  | Address for Notices:                                                                                                          
| |  | Goldman, Sachs & Co.
30 Hudson Street, 17th Floor
Jersey City, NJ 07302
Attention: Phillip Green
Telecopier No: (212) 357-4597

Second Amended and Restated Credit Agreement

8

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| |  | JPMORGAN CHASE BANK, N.A.                                                                           
| |  | ----------------------------------------------------------------------------------------------------
| |  | By:                                                                                                 
| |  | Address for Notices:                                                                                
| |  | 270 Park Ave., 4th Floor
New York, NY 10017
Attention: Thomas L. Casey
Telecopier No: (212) 270-3089

Second Amended and Restated Credit Agreement

9

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| |  | KBC BANK N.V.                                                                                   
| |  | ------------------------------------------------------------------------------------------------
| |  | By:                                                                                             
| |  | By:                                                                                             
| |  | Address for Notices:                                                                            
| |  | 125 West 55th Street
New York, NY 10019
Attention: Robert Pacifici
Telecopier No: (212) 956-5581

Second Amended and Restated Credit Agreement

10

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| |  | LEHMAN COMMERCIAL PAPER INC.                                                                             
| |  | ---------------------------------------------------------------------------------------------------------
| |  | By:                                                                                                      
| |  | Address for Notices:                                                                                     
| |  | 745 Seventh Avenue, 5th Floor
New York, NY 10019
Attention: Frank P. Turner
Telecopier No: (646) 758-1986

Second Amended and Restated Credit Agreement

11

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| |  | MERRILL LYNCH CAPITAL CORPORATION                                                                          
| |  | -----------------------------------------------------------------------------------------------------------
| |  | By:                                                                                                        
| |  | Address for Notices:                                                                                       
| |  | 250 Vesey Street, 22nd floor
New York, NY 10080
Attention: Brian Buttenmuller
Telecopier No: (212) 449-9435

Second Amended and Restated Credit Agreement

12

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| |  | NEWCOURT CAPITAL USA INC.                                                                                                       
| |  | --------------------------------------------------------------------------------------------------------------------------------
| |  | By:                                                                                                                             
| |  | Address for Notices:                                                                                                            
| |  | 1211 Avenue of the Americas, 22nd Floor
New York, NY 10036
Attention: Joe Gyurindak/Nadeira Teekah
Telecopier No: (212) 382-9033

Second Amended and Restated Credit Agreement

13

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| |  | THE ROYAL BANK OF SCOTLAND PLC                                                                    
| |  | --------------------------------------------------------------------------------------------------
| |  | By:                                                                                               
| |  | By:                                                                                               
| |  | Address for Notices:                                                                              
| |  | Level 12, 101 Park Avenue
New York, NY 10178
Attention: Christine Xu
Telecopier No: (212) 401-1494

Second Amended and Restated Credit Agreement

14

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| |  | UBS LOAN FINANCE                                                                               
| |  | -----------------------------------------------------------------------------------------------
| |  | By:                                                                                            
| |  | By:                                                                                            
| |  | Address for Notices:                                                                           
| |  | 677 Washington Blvd.
Stamford, CT 06901
Attention: Deborah Porter
Telecopier No: (203) 719-4176

Second Amended and Restated Credit Agreement

15

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| |  | UNION BANK OF CALIFORNIA, N.A.                                                                                                                             
| |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | By:                                                                                                                                                        
| |  | Address for Notices:                                                                                                                                       
| |  | For Credit Notices:                                                                                                                                        
| |  | Union Bank of California, N.A.
445 South Figueroa Street, 15th Floor,
Los Angeles, CA 90071
Attention: Dennis Blank
Telecopier No: (213) 236-4096          
| |  | For Operations Notices:                                                                                                                                    
| |  | Union Bank of California, N.A.
Commercial Loan Operations
1980 Saturn Street
Monterey Park, CA 91754
Attention: Ruby Gonzales
Telecopier No: (323) 720-2252

Second Amended and Restated Credit Agreement

16

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| |  | WELLS FARGO BANK, N.A.                                                                                         
| |  | ---------------------------------------------------------------------------------------------------------------
| |  | By:                                                                                                            
| |  | Address for Notices:                                                                                           
| |  | 707 Wilshire Blvd. 16th Floor
Los Angeles, CA 90017
Attention: Vanessa Sheh Meyer
Telecopier No: (213) 614-2569

Second Amended and Restated Credit Agreement

17

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| |  | WESTLB AG, NEW YORK BRANCH                                                                                                          
| |  | ------------------------------------------------------------------------------------------------------------------------------------
| |  | By:                                                                                                                                 
| |  | By:                                                                                                                                 
| |  | Address for Notices:                                                                                                                
| |  | Vicky Keung
WestLB
1211 Avenue of the Americas, Floor 25
New York, NY 10036
Telephone:: (212) 852-6259
Telecopier No: (212) 302-7946

Second Amended and Restated Credit Agreement

18

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Schedule 3.2.1
to Credit Agreement

Midwest Generation, LLCPricing Grid

|                                      |  | LEVEL 1
Debt Rating At Least:
BB+ By S&P
Ba1 By Moody's |  | LEVEL 2
Debt Rating Less Than Level 1
But At Least:
BB By S&P
Ba2 By Moody's |  | LEVEL 3
Debt Rating Less Than Level 2
But At Least:
BB- By S&P
Ba3 By Moody's |  | LEVEL 4
Debt Rating Less Than Level 3
But At Least:
B+ By S&P
B1 By Moody's
|------------------------------------- |  | ------------------------------------------------------- |  | ---------------------------------------------------------------------------- |  | ----------------------------------------------------------------------------- |  | ---------------------------------------------------------------------------
|
|Commitment Fee(1)                     |  | 25 bps                                                  |  | N/A                                                                          |  | 37.5 bps                                                                      |  | N/A                                                                        
|Applicable Margin for Base Rate Loans |  | 25 bps                                                  |  | 50 bps                                                                       |  | 50 bps                                                                        |  | 75 bps                                                                     
|Applicable Margin for LIBO Rate Loans |  | 125 bps                                                 |  | 150 bps                                                                      |  | 150 bps                                                                       |  | 175 bps                                                                    
|Participation Fee                     |  | 125 bps                                                 |  | N/A                                                                          |  | 150 bps                                                                       |  | N/A                                                                        

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bps = basis points per annum

Second Amended and Restated Credit Agreement

19

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