DYNEGY INC /IL/
SHARED SECURITY AGREEMENT
<DOCUMENT>
<TYPE>EX-10.32
<SEQUENCE>7
<FILENAME>dex1032.txt
<DESCRIPTION>SHARED SECURITY AGREEMENT
<TEXT>
<PAGE>
                                                                  EXHIBIT 10.32

                                                                  EXECUTION COPY

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                            SHARED SECURITY AGREEMENT


                               Dated April 1, 2003


                                      From


                         The Grantors referred to herein

                                   as Grantors


                                       to

                            Wilmington Trust Company

                              as Corporate Trustee


                                       and


                               John M. Beeson, Jr.

                              as Individual Trustee



--------------------------------------------------------------------------------

<PAGE>

                          T A B L E  O F  C O N T E N T S
                          - - - - -  - -  - - - - - - - -

<TABLE>
<CAPTION>
Section                                                                                           Page
<S>                                                                                               <C>
Section 1.  Definitions; Other Interpretive Provisions ..........................................   3

Section 2.  Grant of Security ...................................................................  11

Section 3.  Security for Obligations ............................................................  15

Section 4.  Grantors Remain Liable ..............................................................  16

Section 5.  Delivery and Control of Security Collateral .........................................  16

Section 6.  Maintaining the Account Collateral ..................................................  18

Section 7.  Maintaining Electronic Chattel Paper, Transferable Records and Letter-of-Credit
               Rights and Giving Notice of Commercial Tort Claims ...............................  20

Section 8.  Representations and Warranties ......................................................  20

Section 9.  Further Assurances ..................................................................  22

Section 10. Post-Closing Changes; Bailees; Collections on Receivables and Related Contracts .....  23

Section 11. As to Intellectual Property Collateral ..............................................  25

Section 12. Voting Rights; Dividends; Etc. ......................................................  25

Section 13. As to Letter-of-Credit Rights .......................................................  26

Section 14. Transfers and Other Liens; Additional Shares ........................................  27

Section 15. Collateral Trustees Appointed Attorneys-in-Fact .....................................  27

Section 16. Collateral Trustees May Perform .....................................................  28

Section 17. The Collateral Trustees' Duties .....................................................  28

Section 18. Remedies ............................................................................  29

Section 19. Indemnity and Expenses ..............................................................  30

Section 20. Amendments; Waivers; Additional Grantors; Etc. ......................................  31

Section 21. Notices, Etc. .......................................................................  31

Section 22. Continuing Security Interest; Assignments under the Credit Agreement ................  33

Section 23. Release; Termination ................................................................  33

Section 24. Security Interest Absolute ..........................................................  33
</TABLE>

<PAGE>

                                       ii

<TABLE>
<S>                                                                                                  <C>
Section 25. Execution in Counterparts ...........................................................    34

Section 26. The Shared Mortgages ................................................................    34

Section 27. Collateral in the State of Louisiana ................................................    35

Section 28. Governing Law .......................................................................    35

Section 29. Submission to Jurisdiction and Waiver ...............................................    35
</TABLE>

Exhibits

Exhibit A      -  Form of Shared Security Agreement Supplement
Exhibit B      -  Form of Account Control Agreement (Deposit Account/Securities
                  Account)
Exhibit C      -  Form of Securities Account Control Agreement
Exhibit D      -  Form of Commodity Account Control Agreement
Exhibit E      -  Form of Intellectual Property Shared Security Agreement
Exhibit F      -  Form of Intellectual Property Shared Security Agreement
                  Supplement
Exhibit G      -  Form of Consent to Assignment of Letter of Credit Rights

<PAGE>

                            SHARED SECURITY AGREEMENT

          SHARED SECURITY AGREEMENT dated April 1, 2003 (this "Shared Security
Agreement") made by Dynegy Holdings Inc., a Delaware corporation (the
"Borrower"), the other Persons listed on the signature pages hereof (the
"Initial Grantors") and the Additional Grantors (as defined in Section 20) (the
Borrower, Initial Grantors and the Additional Grantors being, collectively, the
"Grantors"), to Wilmington Trust Company, a Delaware banking corporation, (not
in its individual capacity, but solely as corporate trustee, together with any
successor corporate trustee appointed pursuant to Article VII of the Collateral
Trust Agreement (as hereinafter defined), the "Corporate Trustee") and John M.
Beeson, Jr., an individual residing in the State of Delaware, not in his
individual capacity but solely as individual trustee (together with any
successor individual trustee appointed pursuant to Article VII of the Collateral
Trust Agreement, the "Individual Trustee"; and, together with the Corporate
Trustee, the "Collateral Trustees"), as trustees under the Collateral Trust and
Intercreditor Agreement dated April 1, 2003 (as such agreement may be amended,
supplemented, replaced or otherwise modified hereafter from time to time, the
"Collateral Trust Agreement") among the Grantors and the Collateral Trustees.

          PRELIMINARY STATEMENTS.

          (1)   The Borrower has entered into a Credit Agreement dated as of
April 1, 2003 with Dynegy Inc., as the parent guarantor (the "Parent
Guarantor"), the other guarantor parties thereto, Citibank, N.A. and Bank of
America, N.A., as administrative agents, the other lender parties thereto,
Citibank, N.A., as payment agent, Bank One, NA (main office Chicago), as L/C
Issuer, Bank One, NA (main office Chicago), as collateral agent, Salomon Smith
Barney, Inc., Banc of America Securities LLC and Bank One, NA (main office
Chicago), as co-lead arrangers, and Salomon Smith Barney, Inc. and Banc of
America Securities LLC, as book running managers (said Agreement, as it may
hereafter be amended, amended and restated, supplemented, replaced or otherwise
modified from time to time, being the "Credit Agreement").

          (2)   The Borrower is the guarantor under that certain Guaranty dated
August 7, 2000 (the "CoGen Guaranty") in favor of the Guaranteed Parties (as
defined therein) (the "CoGen Guaranteed Parties") pursuant to which it
guaranteed certain of the obligations of CoGen Lyondell, Inc. under the
Operative Documents referred to in that certain Participation Agreement dated
August 7, 2000, among CoGen Lyondell, Inc., as the Lessee, Dynegy Holdings Inc.,
as Guarantor, Operating Lessor Limited Company, as the Lessor, Four Winds
Funding Corp., as Tranche A Lender, Tranche B Lender and Conduit, the
Certificate Holders and the Liquidity Banks party thereto, and Commerzbank AG,
New York Branch, as Administrative Agent and Lease Arranger (the CoGen Guaranty
together with such Operative Documents and any amendments, supplements,
replacements, restatements and refinancings thereof being referred to herein as
the "CoGen Facility").

          (3)   The Borrower is the guarantor under those certain Guaranty dated
March 10, 2000 and June 28, 2002 (the "Riverside Guaranties") in favor of the
Guaranteed Parties and the Lenders, respectively (each as defined therein) (the
"Riverside Guaranteed Parties")

<PAGE>

                                        2

pursuant to which it guaranteed certain of the obligations of Riverside
Generating Company, L.L.C. under the Operative Documents referred to in that
certain Participation Agreement, dated March 10, 2000, among Riverside
Generating Company, L.L.C., as the Lessee and Construction Agent, Dynegy
Holdings Inc., as Guarantor, Lawrence County Riverside Trust 2000, as the
Lessor, Atlantic Asset Securitization Corp., as Tranche A Lender, the Liquidity
Purchasers, the Tranche B Lenders and the Certificate Holder party thereto,
Commerzbank AG, New York and Grand Cayman Branches, as Syndication Agent, Credit
Agricole Indosuez, as Documentation Agent, and Canadian Imperial Bank of
Commerce, Bayerische Landesbank Girozentrale and KBC Bank N.V., as Co-Agents,
and Credit Lyonnais New York Branch, as Administrative Agent and Lead Arranger
(together with any amendments, supplements, replacements, restatements and
refinancings thereof, collectively, the "Riverside Facility").

          (4)   The Borrower is party to that certain Amended and Restated
Performance Agreement, effective as of March 27, 2001 (as heretofore amended,
the "Alpha Guaranty"), in favor of ABG Gas Supply, L.L.C. pursuant to which it
guaranteed the obligations of (i) DMT Supply LP under that certain Amended and
Restated Natural Gas Purchase Agreement dated as of March 27, 2001 and (ii)
Dynegy Marketing & Trade under that certain Nomination Agreement dated as of
March 27, 2000 (the Alpha Guaranty and the documents referred to in clauses (i)
and (ii), together with any amendments, supplements, replacements, restatements
and refinancings thereof, are collectively referred to herein as the "Alpha
Facility").

          (5)   Pursuant to the Credit Agreement and in order to satisfy certain
conditions in the Alpha Guaranty, the CoGen Guaranty and the Riverside
Guaranties, the Grantors are entering into this Shared Security Agreement in
order to grant to the Collateral Trustees for the ratable benefit of the Shared
Secured Parties a security interest in the Shared Collateral.

          (6)   The Collateral Trustees have agreed, pursuant to the terms of
the Collateral Trust Agreement, to accept the pledge and assignment, and the
grant of a security interest, under this Shared Security Agreement as security
for the Shared Secured Obligations.

          (7)   Dynegy Midwest Generation, Inc. ("DMG") is party to that Amended
and Restated Credit Agreement dated as of June 27, 2002 by DMG, as Borrower,
Black Thunder Investors L.L.C., as DMG Lender, Catlin Associates, L.L.C., as
senior subordinated note holder, and Wilmington Trust Company, as DMG Collateral
Agent, (together with the Operative Documents referred to therein, in each case
as the same may be amended, restated, supplemented, replaced or otherwise
modified from time to time to the extent not prohibited by the Loan Documents,
the "Black Thunder Facility").

          (8)   Pursuant to the Black Thunder Facility, DMG granted to the DMG
Collateral Agent for the benefit of the Secured Parties as defined therein a
security interest in the "Collateral" as defined in each of the Black Thunder
Collateral Documents (the "Black Thunder Collateral").

          (9)   Each Grantor is the owner of the Initial Pledged Equity set
forth opposite such Grantor's name on and as otherwise described in Part I of
Schedule II hereto and issued by the Persons named therein and of the Initial
Pledged Debt set forth (to the extent the same is

<PAGE>

                                        3

evidenced by instruments) opposite such Grantor's name on and as otherwise
described in Part II of Schedule II hereto and issued by the Obligors named
therein.

          (10)  Each Grantor has Pledged Security Entitlements with respect to
all the Pledged Financial Assets credited from time to time to such Grantor, as
set forth opposite such Grantor's name on and as otherwise described in Part III
of Schedule II hereto.

          (11)  Each Grantor has rights in and to the Pledged Commodity
Contracts carried from time to time in such Grantor's Commodities Accounts, set
forth opposite such Grantor's name on and as otherwise described in Part IV of
Schedule II hereto.

          (12)  Each Grantor has opened Other Deposit Accounts with banks, in
the name of such Grantor and subject to the terms of this Shared Security
Agreement, as described in Schedule IV hereto.

          (13)  It is a condition precedent to the making of Borrowings and the
issuance of Letters of Credit by the Lenders under the Credit Agreement that the
Grantors shall have granted the assignment and security interest and made the
pledge and assignment contemplated by this Shared Security Agreement.

          (14)  Each Grantor will derive substantial direct and indirect benefit
from the transactions contemplated by the Shared Secured Agreements.

          NOW, THEREFORE, in consideration of the premises and in order to
induce the Lenders to make Borrowings and issue Letters of Credit under the
Credit Agreement, each Grantor hereby agrees with the Collateral Trustees for
the ratable benefit of the Representatives and the Shared Secured Parties as
follows:

          Section 1. Definitions; Other Interpretive Provisions. The
interpretive provisions set forth in Section 1.02 of the Credit Agreement are
incorporated by reference herein. Terms defined in the Credit Agreement or the
Collateral Trust Agreement and not otherwise defined in this Shared Security
Agreement are used in this Shared Security Agreement as defined in the Credit
Agreement or the Collateral Trust Agreement. Further, unless otherwise defined
in this Shared Security Agreement, the Credit Agreement or the Collateral Trust
Agreement, terms defined in Article 8 or 9 of the UCC and/or in the Federal Book
Entry Regulations are used in this Shared Security Agreement as such terms are
defined in such Article 8 or 9 and/or the Federal Book Entry Regulations. As
used in this Shared Security Agreement the following terms shall have the
meanings set forth below:

          "Account Collateral" means, collectively, the following:

                (a)  the Other Deposit Accounts and all funds and financial
          assets from time to time credited thereto (including, without
          limitation, all Cash Equivalents), all interest, dividends,
          distributions, cash, instruments and other property from time to time
          received, receivable or otherwise distributed in respect of or in
          exchange for any or all of such funds and financial assets, and all
          certificates and instruments, if any, from time to time representing
          or evidencing the Cash Collateral Accounts and the Other Deposit
          Accounts;

<PAGE>

                                        4

                (b)  all promissory notes, certificates of deposit, deposit
          accounts, checks and other instruments from time to time delivered to
          or otherwise possessed by the Collateral Trustees for or on behalf of
          any Grantor, including, without limitation, those delivered or
          possessed in substitution for or in addition to any or all of the then
          existing Account Collateral; and

                (c)  all interest, dividends, distributions, cash, instruments
          and other property from time to time received, receivable or otherwise
          distributed in respect of or in exchange for any or all of the then
          existing Account Collateral.

          "Account Control Agreement" has the meaning specified in Section 6(a).

          "Additional Grantor" has the meaning specified in Section 20(b).

          "Additional Provisions" has the meaning specified in the definition of
     "Federal Book Entry Regulations" set forth herein.

          "After-Acquired Intellectual Property" has the meaning specified in
     Section 11(b).

          "Agreement Collateral" means the Assigned Agreements, including,
     without limitation, (a) all rights of any Grantor to receive moneys due and
     to become due under or pursuant to the Assigned Agreements, (b) any rights
     of such Grantor to receive proceeds of any insurance, indemnity, warranty
     or guaranty with respect to the Assigned Agreements, (c) claims of any
     Grantor for damages arising out of or for breach of or default under the
     Assigned Agreements and (d) the right of any Grantor to terminate the
     Assigned Agreements, to perform thereunder and to compel performance and
     otherwise exercise all remedies thereunder.

          "Alpha Facility" has the meaning specified in Preliminary Statement
     (4).

          "Alpha Guaranty" has the meaning specified in Preliminary Statement
     (4).

          "Assigned Agreements" means, collectively, each of the contracts and
     agreements to which any Grantor is now or may hereafter become a party, in
     each case as such contracts and agreements may be amended, amended and
     restated, supplemented or otherwise modified from time to time, to the
     extent permitted by the Credit Agreement.

          "Black Thunder Collateral" has the meaning specified in Preliminary
     Statement (8).

          "Black Thunder Determination Date" has the meaning specified in
     Section 3(b).

          "Black Thunder Facility" has the meaning specified in Preliminary
     Statement (7).

          "Borrower" has the meaning specified in the recital of the parties
     hereto.

<PAGE>

                                        5

          "CoGen Facility" has the meaning specified in Preliminary Statement
     (2).

          "CoGen Guaranteed Parties" has the meaning specified in Preliminary
     Statement (2).

          "CoGen Guaranty" has the meaning specified in Preliminary Statement
     (2).

          "Collateral Trust Agreement" has the meaning specified in the recital
     of the parties hereto.

          "Collateral Trustees" has the meaning specified in the recital of the
     parties hereto.

          "Commercial Tort Claims Collateral" means all commercial tort claims
     described in Schedule VI hereto, provided, however, that any commercial
     tort claim shall not be included in the "Commercial Tort Claims Collateral"
     to the extent, but only to the extent, that the assignment thereof or grant
     of a security interest therein would violate any effective or enforceable
     provision of applicable law.

          "Commodity Account Control Agreement" has the meaning specified in
     Section 5(e).

          "Commodity Accounts" means those commodities accounts of each Grantor
     as described in Part IV of Schedule II hereto.

          "Computer Software" means all computer software, programs and
     databases (including, without limitation, source code, object code and all
     related applications and data files), firmware and documentation and
     materials relating thereto, together with any and all maintenance rights,
     service rights, programming rights, hosting rights, test rights,
     improvement rights, renewal rights and indemnification rights and any
     substitutions, replacements, improvements, error corrections, updates and
     new versions of any of the foregoing.

          "Consent to Assignment of Letter of Credit Rights" means an agreement
     in substantially the form of the Consent to Assignment of Letter of Credit
     Rights attached hereto as Exhibit G or otherwise in form and substance
     reasonably satisfactory to the Collateral Trustees.

          "Copyrights" means (all copyrights, including, without limitation,
     copyrights in Computer Software (as hereinafter defined), internet web
     sites and the content thereof, whether registered or unregistered.

          "Corporate Trustee" has the meaning specified in the recital of the
     parties hereto.

          "Credit Agreement" has the meaning specified in Preliminary Statement
     (1).

          "Designated Accounts" means any Account Collateral that constitutes:
     (a) any deposit accounts listed in Schedule IV hereto and the funds
     credited to any such deposit

<PAGE>

                                        6

     accounts, and (b) any securities accounts and any financial assets that are
     credited to any such securities accounts.

          "DMG" has the meaning specified in Preliminary Statement (7).

          "Equipment" means all equipment in all of its forms, including,
     without limitation, all machinery, tools, motor vehicles, vessels,
     aircraft, furniture and fixtures, and all parts thereof and all accessions
     thereto and all software related thereto, including, without limitation,
     software that is embedded in and is part of the equipment.

          "Excluded Agreements" has the meaning specified in paragraph (ii) in
     the "notwithstanding" clause at the end of Section 2.

          "Excluded Authorizations" has the meaning specified in paragraph (iii)
     of the "notwithstanding" clause at the end of Section 2.

          "Excluded Equity" has the meaning specified in paragraph (v) of the
     "notwithstanding" clause at the end of Section 2.

          "Excluded Shared Collateral" means any Shared Collateral that, under
     the provisions of paragraph (i) of the "notwithstanding" clause at the end
     of Section 2, is to be excluded from the lien and security interest granted
     by any Grantor under clauses (a) through (j) of Section 2.

          "Federal Book Entry Regulations" means (a) the federal regulations
     contained in Subpart B ("Treasury/Reserve Automated Debt Entry System
     (TRADES)") governing book-entry securities consisting of U.S. Treasury
     bonds, notes and bills and Subpart D ("Additional Provisions") of 31 C.F.R.
     Part 357, 31 C.F.R. (S) 357.2, (S) 357.10 through (S) 357.14 and (S) 357.41
     through (S) 357.44 and (b) to the extent substantially identical to the
     federal regulations referred to in clause (a) above (as in effect from time
     to time), the federal regulations governing other book-entry securities.

          "First Preferred Fleet Mortgage" means the First Preferred Fleet
     Mortgage dated as of April 1, 2003 by Midstream Barge Company, L.L.C. in
     favor of Wilmington Trust Company, as Corporate Trustee and John M. Beeson,
     Jr., as Individual Trustee, as the same may be amended, amended and
     restated, supplemented, replaced or otherwise modified from time to time in
     accordance with the Loan Documents.

          "Grantors" has the meaning specified in the recital of the parties
     hereto.

          "Indemnified Party" has the meaning specified in Section 19.

          "Individual Trustee" has the meaning specified in the recital of the
     parties hereto.

          "Initial Grantors" has the meaning specified in the recital of the
     parties hereto.

          "Initial Pledged Debt" means the indebtedness described in Part II of
     Schedule II hereto.

<PAGE>

                                        7

          "Initial Pledged Equity" means the shares of stock or other Equity
     Interests as described in Part I of Schedule II hereto.

          "Intellectual Property Collateral" means, collectively, the following:
     (a) all Patents; (b) all Trademarks; (c) all Copyrights; (d) all Computer
     Software; (e) all Trade Secrets and all other intellectual, industrial and
     intangible property of any type, including, without limitation, industrial
     designs and mask works; (f) all registrations and applications for
     registration for any of the foregoing, together with all reissues,
     divisions, continuations, continuations-in-part, extensions, renewals and
     reexaminations thereof; (g) all tangible embodiments of the foregoing, all
     rights in the foregoing provided by international treaties or conventions,
     all rights corresponding thereto throughout the world and all other rights
     of any kind whatsoever of any Grantor accruing thereunder or pertaining
     thereto; (h) all agreements, permits, consents, orders and franchises
     relating to the license, development, use or disclosure of any of the
     foregoing to which any Grantor, now or hereafter, is a party or a
     beneficiary ("IP Agreements"); and (i) any and all claims for damages and
     injunctive relief for past, present and future infringement, dilution,
     misappropriation, violation, misuse or breach with respect to any of the
     foregoing, with the right, but not the obligation, to sue for and collect,
     or otherwise recover, such damages.

          "Intellectual Property Shared Security Agreement" has the meaning
     specified in Section 11(a).

          "Inventory" means all inventory in all of its forms, including,
     without limitation, (a) all raw materials, work in process, finished goods
     and materials used or consumed in the manufacture, production, preparation
     or shipping thereof, (b) goods in which any Grantor has an interest in mass
     or a joint or other interest or right of any kind, and (c) goods that are
     returned to or repossessed or stopped in transit by any Grantor), and all
     accessions thereto and products thereof and documents therefor, and all
     software related thereto, including, without limitation, software that is
     embedded in and is part of the inventory, provided, however, that goods in
     which any Grantor has an interest or right as consignee shall be excluded
     from the definition of "Inventory".

          "IP Agreements" has the meaning specified in the definition of the
     term "Intellectual Property Collateral" herein.

          "IP Shared Security Agreement Supplement" has the meaning specified in
     Section 11(b).

          "Knowledge" means, in the case of the knowledge of a Grantor, the best
     knowledge of such Grantor's executive officers after due inquiry and
     investigation.

          "Obligors" means any Person obligated on an account, chattel paper,
     instrument, or general intangible.

          "Other Deposit Accounts" means those deposit accounts with banks
     opened by each Grantor, as described in Schedule IV and Schedule V hereto.

<PAGE>

                                        8

          "Parent Guarantor" has the meaning set forth in Preliminary Statement
     (1).

          "Patents" means all patents, patent applications, utility models and
     statutory invention registrations, all inventions claimed or disclosed
     therein and all improvements thereto.

          "Permitted Collateral" means any of the following property: (a)
     Receivables (together with all general intangibles, and payment intangibles
     related thereto or arising therefrom and all proceeds and products of any
     of the foregoing), (b) cash and short-term investments, and (c) all
     dividends, interest, distributions, and other proceeds from time to time
     received, receivable or otherwise distributed in respect of, or in exchange
     for, any or all of the foregoing.

          "Pledged Account Banks" has the meaning specified in Section 6(a).

          "Pledged Commodity Contracts" means the commodity contracts carried
     from time to time in each Grantor's Commodity Account.

          "Pledged Debt" has the meaning specified in the definition of the term
     "Security Collateral" herein.

          "Pledged Equity" has the meaning specified in the definition of the
     term "Security Collateral" herein.

          "Pledged Financial Assets" means the financial assets credited from
     time to time to each Grantor's Securities Accounts.

          "Pledged Security Entitlements" means each Grantor's security
     entitlements with respect to the Pledged Financial Assets credited from
     time to time to such Grantor's Securities Accounts.

          "Receivables" means, to the extent the same are not referred to in
     Sections 2(d), 2(e) and 2(f) herein, all accounts (including, without
     limitation, receivables under Permitted Contracts or Netting Agreements),
     chattel paper (including, without limitation, tangible chattel paper and
     electronic chattel paper), instruments (including, without limitation,
     promissory notes), deposit accounts, letter-of-credit rights, general
     intangibles (including, without limitation, payment intangibles) and other
     obligations of any kind, whether or not arising out of or in connection
     with the sale or lease of goods or the rendering of services and whether or
     not earned by performance, and all rights now or hereafter existing in and
     to all supporting obligations and in and to all security agreements,
     mortgages, Liens, leases, letters of credit and other contracts securing or
     otherwise relating to the foregoing property (any and all such supporting
     obligations, security agreements, mortgages, Liens, leases, letters of
     credit and other contracts being referred to herein as the "Related
     Contracts").

          "Related Contracts" has the meaning specified in the definition of the
     term "Receivables" herein.

<PAGE>

                                        9

          "Riverside Facility" has the meaning specified in Preliminary
     Statement (3).

          "Riverside Guaranteed Parties" has the meaning specified in
     Preliminary Statement (3).

          "Riverside Guaranties" has the meaning specified in Preliminary
     Statement (3).

          "Securities Account Control Agreement" has the meaning specified in
     Section 5(d).

          "Securities Accounts" means those securities accounts of each Grantor
     as described in Part III of Schedule II hereto.

          "Security Collateral" means, collectively, the following:

                (a)  the Initial Pledged Equity and the certificates, if any,
          representing the Initial Pledged Equity, and all dividends,
          distributions, return of capital, cash, instruments and other property
          from time to time received, receivable or otherwise distributed in
          respect of or in exchange for any or all of the Initial Pledged Equity
          and all subscription warrants, rights or options issued thereon or
          with respect thereto;

                (b)  the Initial Pledged Debt and the instruments, if any,
          evidencing the Initial Pledged Debt, and all interest, cash,
          instruments and other property from time to time received, receivable
          or otherwise distributed in respect of or in exchange for any or all
          of the Initial Pledged Debt;

                (c)  all additional shares of stock and other Equity Interests
          of or in any issuer of the Initial Pledged Equity or any successor
          entity from time to time acquired by any Grantor in any manner and all
          additional shares of stock or Equity Interests of or in any new direct
          Subsidiary of any Grantor formed or acquired by any Grantor in any
          manner after the date of this Shared Security Agreement (such shares
          and other Equity Interests, together with the Initial Pledged Equity,
          being the "Pledged Equity"), and the certificates, if any,
          representing such additional shares or other Equity Interests, and all
          dividends, distributions, return of capital, cash, instruments and
          other property from time to time received, receivable or otherwise
          distributed in respect of or in exchange for any or all of such shares
          or other Equity Interests and all subscription warrants, rights or
          options issued thereon or with respect thereto;

                (d)  all additional indebtedness from time to time owed to any
          Grantor (such indebtedness, together with the Initial Pledged Debt,
          being the "Pledged Debt") and the instruments, if any, evidencing such
          indebtedness, and all interest, cash, instruments and other property
          from time to time received, receivable or otherwise distributed in
          respect of or in exchange for any or all of such indebtedness;

<PAGE>

                                       10

                (e)  the Securities Account, all Pledged Security Entitlements
          with respect to all Pledged Financial Assets from time to time
          credited to the Securities Account, and all Pledged Financial Assets,
          and all dividends, distributions, return of capital, interest, cash,
          instruments and other property from time to time received, receivable
          or otherwise distributed in respect of or in exchange for any or all
          of such Pledged Security Entitlements or such Pledged Financial Assets
          and all subscription warrants, rights or options issued thereon or
          with respect thereto;

                (f)  the Commodities Account, all Pledged Commodity Contracts
          from time to time carried in the Commodities Account, and all value,
          cash, instruments and other property from time to time received,
          receivable or otherwise distributed in respect of or in exchange for
          any or all of such Pledged Commodity Contracts; and

                (g)  all other investment property (including, without
          limitation, all (i) securities, whether certificated or
          uncertificated, (ii) security entitlements, (iii) securities accounts,
          (iv) commodity contracts and (v) commodity accounts) in which any
          Grantor has now, or acquires from time to time hereafter, any right,
          title or interest in any manner, and the certificates or instruments,
          if any, representing or evidencing such investment property, and all
          dividends, distributions, return of capital, interest, distributions,
          value, cash, instruments and other property from time to time
          received, receivable or otherwise distributed in respect of or in
          exchange for any or all of such investment property and all
          subscription warrants, rights or options issued thereon or with
          respect thereto.

          "Security Control Agreements" has the meaning specified in Section
     5(e).

          "Shared Collateral" has the meaning specified in the first paragraph
     of Section 2.

          "Shared Collateral Documents" has the meaning set forth in Section
     1.01 of the Collateral Trust Agreement.

          "Shared Secured Agreements" has the meaning set forth in Section 1.01
     of the Collateral Trust Agreement.

          "Shared Secured Obligations" has the meaning set forth in Section 1.01
     of the Credit Agreement.

          "Shared Security Agreement" has the meaning specified in the recital
     of the parties hereto.

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

          "Subagent" has the meaning specified in Section 17(b).

          "Trademarks" means all trademarks, service marks, domain names, trade
     dress, logos, designs, slogans, trade names, business names, corporate
     names and other source

<PAGE>

                                       11

     identifiers, whether registered or unregistered (provided that no security
     interest shall be granted in United States intent-to-use trademark
     applications to the extent that, and solely during the period in which, the
     grant of a security interest therein would impair the validity or
     enforceability of such intent-to-use trademark applications under
     applicable federal law), together, in each case, with the goodwill
     symbolized thereby.

          "Trade Secrets" means all confidential and proprietary information,
     including, without limitation, know-how, trade secrets, manufacturing and
     production processes and techniques, inventions, research and development
     information, databases and data, including, without limitation, technical
     data, financial, marketing and business data, pricing and cost information,
     business and marketing plans and customer and supplier lists and
     information.

          "UCC" means the Uniform Commercial Code as in effect, from time to
     time, in the State of New York; provided that, if perfection or the effect
     of perfection or non-perfection or the priority of any security interest in
     any Collateral is governed by the Uniform Commercial Code as in effect in a
     jurisdiction other than the State of New York, "UCC" means the Uniform
     Commercial Code as in effect from time to time in such other jurisdiction
     for purposes of the provisions hereof relating to such perfection, effect
     of perfection or non-perfection or priority.

          "UETA" means the Uniform Electronic Transactions Act, as in effect in
     any relevant jurisdiction.

          Section 2. Grant of Security. Each Grantor hereby grants to the
Collateral Trustees, in each case, in trust pursuant to the Collateral Trust
Agreement for the ratable benefit of the Representatives and the Shared Secured
Parties, a security interest in, such Grantor's right, title and interest in and
to the following, in each case, as to each type of property described below,
whether now owned or hereafter acquired by such Grantor, wherever located, and
whether now or hereafter existing or arising (collectively, the "Shared
Collateral"):

          (a)   all Equipment;

          (b)   all Inventory;

          (c)   all Receivables and all Related Contracts;

          (d)   the Security Collateral;

          (e)   the Agreement Collateral;

          (f)   the Account Collateral;

          (g)   the Intellectual Property Collateral;

          (h)   all Commercial Tort Claims Collateral;

<PAGE>

                                       12

          (i)   all books and records (including, without limitation, customer
     lists, credit files, printouts and other computer output materials and
     records) of such Grantor pertaining to any of the Shared Collateral; and

          (j)   all proceeds of, collateral for, income, royalties and other
     payments now or hereafter due and payable with respect to, and supporting
     obligations relating to, any and all of the Shared Collateral (including,
     without limitation, proceeds, collateral and supporting obligations that
     constitute property of the types described in clauses (a) through (i) of
     this Section 2 and this clause (j)) and, to the extent not otherwise
     included, all (A) payments under insurance (whether or not the Collateral
     Trustees are the loss payees thereof), or any indemnity, warranty or
     guaranty, payable by reason of loss or damage to or otherwise with respect
     to any of the foregoing Shared Collateral, (B) tort claims, including,
     without limitation, all commercial tort claims and (C) cash.

          Notwithstanding anything to the contrary contained in this Section 2,
the following property shall be excluded from the lien and security interest
granted hereunder (and shall, as applicable, not be included as "Shared
Collateral", "Equipment", "Inventory", "Receivables", "Related Contracts",
"Security Collateral", "Agreement Collateral", "Account Collateral",
"Intellectual Property Collateral", "Commercial Tort Claims Collateral",
"Assigned Agreements", "Pledged Equity" or "Pledged Debt" for the purposes
hereof):

          (i)   any Shared Collateral constituting property that is the subject
     of or relating to any contract, agreement or other document to which any
     Grantor is a party on the date hereof or any similar contract, agreement or
     other document entered into by such Grantor after the date hereof shall, in
     each case, be excluded from the lien and security interest created by such
     Grantor under this Section 2 to the extent (but only to the extent) that
     the assignment thereof, or the creation of a lien and security interest
     therein, would constitute a breach of the terms of such contract, agreement
     or other document, or would cause a default or event of default under the
     terms of such contract, agreement or other document, or would permit any
     party to such contract, agreement or other document to terminate any
     material contract right arising under any such contract agreement or other
     document or to exercise any put, call, right of refusal, purchase option or
     other similar right, or would permit any party to such contract, agreement
     or other document to terminate such contract, agreement or other document;
     provided, however, that any of the Excluded Shared Collateral shall
     automatically cease to be excluded from this Section 2 at such time as (x)
     the prohibition of assignment or of the creation of a lien and security
     interest in such Excluded Shared Collateral is no longer in effect or is
     rendered ineffective as a matter of law or (y) the applicable Grantor has
     obtained the consent of the other parties to such agreement to the
     assignment of, or creation of a lien and security interest in, such
     Excluded Shared Collateral (which consent such Grantor shall not be
     required to obtain hereunder, except upon a request of the Collateral
     Trustees after the occurrence and during the continuance of an Event of
     Default) or (z) the breach, default, event of default or any other
     conditions otherwise giving rise to the exclusion of such property under
     this clause (i) shall cease to exist;

          (ii)  any contract, agreement or other document (and any contract
     rights arising thereunder) to which any of the Grantors is a party on the
     date hereof and any similar

<PAGE>

                                       13

     contract or agreement entered into by any Grantor after the date hereof, in
     each case, shall be excluded from the lien and security interest granted by
     such Grantor under this Section 2 to the extent (but only to the extent)
     that the assignment thereof, or the creation of a lien and security
     interest therein, would constitute a breach of the terms of such contract,
     agreement or other document to which any of the Grantors may now or
     hereafter be a party or to which any Grantor may now or hereafter be
     subject, or would cause a default or event of default under the terms of
     such contract, agreement or other document, or would permit any party to
     such contract, agreement or other document to terminate any material
     contract right arising under any such contract agreement or other document
     or to exercise any put, call, right of refusal, purchase option or other
     similar right, or would permit any party to such contract, agreement or
     other document to terminate such contract, agreement or other document (all
     such contracts, agreements and other documents being the "Excluded
     Agreements"); provided, however, that (x) except as set forth in clause
     (iv) below, the exclusion from the lien and security interest granted by
     such Grantor hereunder of any contract rights of any of the Grantors under
     one or more of the Excluded Agreements shall not limit, restrict or impair
     the grant by such Grantor of the lien and security interest in any accounts
     or receivables arising under any such Excluded Agreement or any payments
     due or to become due thereunder, and (y) any of the Excluded Agreements
     shall automatically cease to be excluded from this Section 2 at such time
     as, (A) the prohibition of assignment or of the creation of a lien and
     security interest in such agreement is no longer in effect or is rendered
     ineffective as a matter of law or (B) the applicable Grantor has obtained
     the consent of the other parties to such agreement to the assignment of, or
     creation of a lien and security interest in, the contract rights of such
     Grantor thereunder (which consent such Grantor shall not be required to
     obtain hereunder, except upon a request of the Collateral Trustees after
     the occurrence and during the continuance of an Event of Default);

          (iii) any license, permit or authorization from any Governmental
     Authority in favor of any Grantor shall be excluded from the lien and
     security interest granted by such Grantor under this Section 2 to the
     extent (but only to the extent) that the assignment thereof or the creation
     of a lien and security interest therein would constitute a breach of or a
     default or event of default under the terms of such license, permit or
     authorization or would require any separate license, permit or
     authorization or would otherwise terminate such license, permit or
     authorization (all of the licenses, permits and authorizations referred to
     herein being the "Excluded Authorizations"); provided, however, that any of
     the Excluded Authorizations shall cease to be excluded from this Section 2
     at such time as (x) the prohibition of assignment or of the creation of a
     lien and security interest in such license, permit or authorization is no
     longer in effect or is rendered ineffective as a matter of law or (y) the
     applicable Grantor has obtained the consent of the applicable Governmental
     Authority to the assignment of, or creation of a lien and security interest
     in, such license, permit or authorization of such Grantor (which consent
     such Grantor shall not be required to obtain hereunder, except upon a
     request of the Collateral Trustees after the occurrence and during the
     continuance of an Event of Default);

          (iv)  any Permitted Collateral of any Grantor from time to time
     pledged, assigned, conveyed or transferred, or against which any right of
     set-off is granted or in which a Lien or security interest is granted, by
     such Grantor under any Permitted

<PAGE>

                                       14

     Contract or Netting Agreement shall be excluded from the lien and security
     interest granted by such Grantor under this Section 2. To the extent any
     such lien and security interest is deemed to be granted pursuant to this
     Agreement in such Permitted Collateral hereunder notwithstanding the
     exclusion contemplated hereby, such lien and security interest shall ipso
     facto immediately and automatically terminate, without any further action
     by any Person, upon any such pledge, assignment, conveyance, transfer,
     grant of such right of set-off or grant of such Lien and security interest,
     provided, however, that any such Permitted Collateral shall cease to be
     excluded from this Section 2 at such time as (x) the Permitted Contract or
     Netting Agreement, as the case may be, related thereto is terminated and
     the setoff rights, Lien and security interest granted in such Permitted
     Collateral are terminated or (y) the applicable Grantor has obtained the
     consent of the applicable Counterparty to such Permitted Contracts or
     Netting Agreements to the assignment of, or creation of a lien and security
     interest in such Permitted Collateral hereunder (which consent such Grantor
     shall not be required to obtain hereunder, except upon a request of the
     Collateral Trustees after the occurrence and during the continuance of an
     Event of Default);

          (v)    as to each Grantor, any outstanding voting stock of any entity
     that is a controlled foreign corporation under Section 957 of the Internal
     Revenue Code (or any successor provision thereto), except for voting stock
     consisting of no more than 66% of the outstanding voting stock of such
     entity (any such stock being the "Excluded Equity"); and

          (vi)   any property or accounts (including without limitation, coal,
     power, energy, other energy related products, natural gas, natural gas
     liquids, condensate, and sulfur, and including any other products resulting
     from generating, gas gathering, processing, fractionating and refining,
     marketed by any Grantor on behalf of third parties and the proceeds derived
     therefrom pursuant to processing agreements and/or marketing arrangements),
     to the extent (but only to the extent) that any Grantor manages, maintains
     or markets such property on behalf of a third party, including, without
     limitation, any Shared Collateral maintained, managed or marketed by any
     Grantor for a joint venture in which third parties participate or on behalf
     of third parties;

          (vii)  any policy of insurance, provided, however, that proceeds of
     insurance shall be included as Shared Collateral to the extent the security
     interest granted hereby in the goods covered by such insurance would
     continue in accordance with Section 9-315 of the UCC; and

          (viii) the shares of stock or such other Equity Interests owned by and
     set forth opposite any relevant Grantor's name on Schedule II-A hereto;

provided, however, that any proceeds received by any Grantor from the
Disposition of Excluded Shared Collateral, Excluded Authorizations, Excluded
Receivables, Excluded Equity and any other property excluded under clauses (i)
through (viii) above shall constitute Shared Collateral unless any assets or
property constituting such proceeds are themselves subject to the exclusions set
forth in clauses (i) through (viii) above.

<PAGE>

                                       15

          Section 3. Security for Obligations. (a) Subject to the provisions of
Sections 3(b) and 3(c) below, this Shared Security Agreement secures, in the
case of each Grantor, the payment of all Shared Secured Obligations, whether
direct or indirect, absolute or contingent, and whether for principal,
reimbursement obligations, interest, fees, premiums, penalties,
indemnifications, contract causes of action, costs, expenses or otherwise.
Without limiting the generality of the foregoing, this Shared Security Agreement
secures, as to each Grantor, the payment of all amounts that constitute part of
the Shared Secured Obligations and would be owed by such Grantor to any Shared
Secured Party but for the fact that they are unenforceable or not allowable due
to the existence of a bankruptcy, reorganization or similar proceeding involving
a Loan Party.

          (b) With respect to any Shared Collateral described herein that
constitutes Black Thunder Collateral, the Lien created by this Shared Security
Agreement and the other Collateral Documents shall be, until such time (the
"Black Thunder Determination Date") as all Black Thunder Secured Obligations
have been satisfied in full, a second priority Lien (subject to Permitted
Liens), subordinate in all respects (including the exercise of remedies with
respect to such Shared Collateral) to the prior Lien of the Black Thunder
Collateral Documents on the terms and conditions set forth on Exhibit K to the
Credit Agreement.

          (c) Notwithstanding anything to the contrary set forth herein, any
Shared Collateral described that constitutes Principal Property shall secure
only (i) the Shared Secured Obligations in respect of the Principal Property
Secured Term Indebtedness and (ii) the Shared Secured Obligations in respect of
each Credit Extension under the Revolving Credit Facility or any issuance of a
letter of credit under the Alpha Facility to the extent that at the time of such
Credit Extension or such issuance of a letter of credit, it does not violate
Section 1006(b) of the 1995 Indenture or Section 10.06(b) of the 1996 Indenture.

          (d) Notwithstanding anything to the contrary contained herein, it is
agreed that, with respect to the Parent Guarantor, the "Shared Collateral" shall
include only the Parent Guarantor's right, title and interest to the following,
in each case, whether now owned or hereafter acquired by the Parent Guarantor,
and whether now or hereafter existing or arising:

          (i)   the Initial Pledged Equity set forth opposite the Parent
     Guarantor's name on and otherwise described in Part I of Schedule II hereto
     and issued by the Borrower and BG Holdings, Inc., respectively, and the
     certificates, if any, representing such Initial Pledged Equity, and all
     dividends, distributions, return of capital, cash, instruments and other
     property from time to time received, receivable or otherwise distributed in
     respect of or in exchange for any or all of such Initial Pledged Equity and
     all subscription warrants, rights or options issued thereon or with respect
     thereto;

          (ii)  all additional shares of stock and other Equity Interests of or
     in the Borrower, BG Holdings, Inc. or any successor entity (such shares and
     other Equity Interests, together with the Initial Pledged Equity, being
     part of the Pledged Equity), and the certificates, if any, representing
     such additional shares or other Equity Interests, and all dividends,
     distributions, return of capital, cash, instruments and other property from
     time to time received, receivable or

<PAGE>

                                       16

     otherwise distributed in respect of or in exchange for any or all of such
     shares or other Equity Interests and all subscription warrants, rights or
     options issued thereon or with respect thereto; and

          (iii) all proceeds of, collateral for, income, royalties and other
     payments now or hereafter due and payable with respect to, and supporting
     obligations relating to, any and all of the foregoing.

          It is further acknowledged and agreed that (x) the Parent Guarantor is
signing this Shared Security Agreement solely for the purpose of granting a
security interest in the foregoing property, (y) the security interests granted
by the Parent Guarantor hereunder shall not cover any property of the Parent
Guarantor other than the foregoing property, and (z) any representations,
warranties, covenants, and agreements made by the Parent Guarantor herein shall
relate only to the foregoing property.

          Section 4. Grantors Remain Liable. Anything herein to the contrary
notwithstanding, (a) each Grantor shall remain liable under the contracts and
agreements included in such Grantor's Shared Collateral to the extent set forth
therein to perform all of its duties and obligations thereunder to the same
extent as if this Shared Security Agreement had not been executed, (b) the
exercise by the Collateral Trustees of any of the rights hereunder shall not
release any Grantor from any of its duties or obligations under the contracts
and agreements included in the Shared Collateral and (c) none of the Collateral
Trustees, any Representative or any Shared Secured Party shall have any
obligation or liability under the contracts and agreements included in the
Shared Collateral by reason of this Shared Security Agreement or any other Loan
Document, nor shall any of the Collateral Trustees, any Representative or any
Shared Secured Party be obligated to perform any of the obligations or duties of
any Grantor thereunder or to take any action to collect or enforce any claim for
payment assigned hereunder or thereunder.

          Section 5. Delivery and Control of Security Collateral. (a) With
respect to any certificates or instruments representing or evidencing Security
Collateral (other than instruments representing or evidencing Investments
permitted by Section 7.02(b) of the Credit Agreement), to the extent that any
relevant Grantor has Knowledge of the existence of such certificates and
instruments, such certificates and instruments shall be delivered to and held by
or on behalf of the Collateral Trustees pursuant to this Shared Security
Agreement and the Collateral Trust Agreement and shall be in suitable form for
transfer by delivery, or shall be accompanied by duly executed instruments of
transfer or assignment in blank, all in form and substance reasonably
satisfactory to the Collateral Trustees. After the occurrence and during the
continuance of an Event of Default, the Collateral Trustees shall have the
right, at any time in their discretion and with notice to the Borrower, to
transfer to or to register in the name of the Collateral Trustees or any of
their nominees any or all of the Security Collateral, subject only to the
revocable rights specified in Section 13(a), provided, however, that the failure
to deliver any such notice to the Borrower shall not affect the validity of such
actions of the Collateral Trustees. In addition, after the occurrence and during
the continuance of an Event of Default, the Collateral Trustees shall have the
right at any time to exchange certificates or instruments representing or
evidencing Security Collateral for certificates or instruments of smaller or
larger denominations.

<PAGE>

                                       17

          (b) With respect to any Security Collateral in which any Grantor has
any right, title or interest and that constitutes an uncertificated security, to
the extent that such Grantor has Knowledge of the existence of such
uncertificated securities, such Grantor will cause the issuer thereof either (at
such Grantor's election) (i) to register the Collateral Trustees as the
registered owners of such security or (ii) to agree in an authenticated record
with such Grantor and the Collateral Trustees that such issuer will comply with
instructions with respect to such security originated by the Collateral Trustees
without further consent of such Grantor, such authenticated record to be in form
and substance reasonably satisfactory to the Collateral Trustees provided,
however, that the Collateral Trustees agree that they will not deliver any such
instructions to such issuer except upon the occurrence and during the
continuance of an Event of Default. With respect to any Security Collateral in
which any Grantor has any right, title or interest and that is not an
uncertificated security, upon the request of the Collateral Trustees after the
occurrence and during the continuance of an Event of Default, such Grantor will
notify each such issuer of Pledged Equity that such Pledged Equity is subject to
the security interest granted hereunder.

          (c) With respect to any Security Collateral in which any Grantor has
any right, title or interest and that constitutes a security entitlement in
which the Collateral Trustees are not the entitlement holder, to the extent that
such Grantor has Knowledge of the existence of such security entitlements, such
Grantor will cause the securities intermediary with respect to such security
entitlement either (at such Grantor's election) (i) to identify in its records
the Collateral Trustees as the entitlement holders of such security entitlement
against such securities intermediary or (ii) to agree in an authenticated record
with such Grantor and the Collateral Trustees that such securities intermediary
will comply with entitlement orders (that is, notifications communicated to such
securities intermediary directing transfer or redemption of the financial asset
to which such Grantor has a security entitlement) originated by the Collateral
Trustees without further consent of such Grantor, such authenticated record to
be in substantially the form of Exhibit C hereto or otherwise in form and
substance reasonably satisfactory to the Collateral Trustees (such agreement
being a "Securities Account Control Agreement").

          (d) With respect to any Security Collateral in which any Grantor has
any right, title or interest and that constitutes a commodity contract, to the
extent that such Grantor has Knowledge of the existence of such commodity
contracts, such Grantor shall cause the commodity intermediary with respect to
such commodity contract to agree in an authenticated record with such Grantor
and the Collateral Trustees that such commodity intermediary will apply any
value distributed on account of such commodity contract as directed by the
Collateral Trustees without further consent of such Grantor, such authenticated
record to be in substantially the form of Exhibit D hereto or otherwise in form
and substance reasonably satisfactory to the Collateral Trustees (such agreement
being a "Commodity Account Control Agreement", and all such authenticated
records, together with all Securities Account Control Agreements being,
collectively, "Security Control Agreements").

          (e) No Grantor will change or add any securities intermediary or
commodity intermediary that maintains any securities account or commodity
account in which any of the Shared Collateral is credited or carried, or change
or add any such securities account or commodity account, in each case without
first complying with the above provisions of this Section 5 in order to perfect
the security interest granted hereunder in such Shared Collateral.

<PAGE>

                                       18

For the avoidance of doubt, the provisions of this Section 5(f) shall not apply
to any securities account or commodity account that any Grantor manages or
maintains on behalf of third parties, such as securities accounts and commodity
accounts maintained or managed by any Grantor for a joint venture in which third
parties participate.

          (f) Upon the request of the Collateral Trustees upon the occurrence
and during the continuance of an Event of Default, such Grantor will notify each
such issuer of Pledged Debt that such Pledged Debt is subject to the security
interest granted hereunder.

          (h) To the extent that any of the Shared Collateral constituting money
or any of the Account Collateral or any Security Collateral is subject to a
Permitted Lien and such Permitted Lien has been perfected through control (as
such term is used in Sections 9-104 and 9-106 of the UCC) or possession,
perfection through possession or control of the security interest created
hereunder shall not be required.

          Section 6. Maintaining the Account Collateral. So long as any Shared
Secured Obligations (other than indemnification obligations that are not yet due
and payable) which are accrued and payable shall remain unpaid and unsatisfied,
or any Letter of Credit (with respect to which any reimbursement obligation
related thereto constitutes a Shared Secured Obligation) shall remain
outstanding:

          (a)   Each Grantor will maintain all Designated Accounts only with the
     Collateral Trustees or with banks (the "Pledged Account Banks") that have
     agreed, in a record authenticated by the Grantor, the Collateral Trustees
     and the Pledged Account Banks, to (i) comply with instructions originated
     by the Collateral Trustees (as set forth in the Account Control Agreement)
     directing the disposition of funds in the Designated Accounts without the
     further consent of the Grantor and (ii) waive or subordinate (other than as
     agreed between any Pledged Account Bank and the Collateral Trustees) in
     favor of the Collateral Trustees all claims of the Pledged Account Banks
     (including, without limitation, claims by way of a security interest, lien
     or right of setoff or right of recoupment) to the Account Collateral, which
     authenticated record shall be substantially in the form of Exhibit B
     hereto, or shall otherwise be in form and substance reasonably satisfactory
     to the Collateral Trustees (the "Account Control Agreement"); provided,
     however, this Section 6(a) shall not apply to Other Deposit Accounts listed
     in Schedule V hereto, as such Schedule may be updated from time to time.

          (b)   Subject in all respects to the provisions of Section 5(h)
     hereof, each Grantor agrees that it will not add any bank that maintains a
     deposit account for such Grantor or open any new deposit account with any
     then existing Pledged Account Bank unless (i) the Collateral Trustees shall
     have received at least 10 days' prior written notice of such additional
     bank or such new deposit account and (ii) the Collateral Trustees shall
     have received, in the case of a bank or Pledged Account Bank that is not
     the Collateral Trustees, an Account Control Agreement authenticated by such
     new bank and such Grantor, or a supplement to an existing Account Control
     Agreement with such then existing Pledged Account Bank, covering such new
     deposit account (and, upon the receipt by the Collateral Trustees of such
     Account Control Agreement or supplement, Schedule IV hereto shall be
     automatically amended to include such Other Deposit

<PAGE>

                                       19

     Account). Each Grantor may terminate any bank as a Pledged Account Bank or
     terminate any Designated Account, if it gives the Collateral Trustees at
     least 10 days' prior written notice of such termination (and, upon such
     termination, Schedule IV hereto shall be automatically amended to delete
     such Pledged Account Bank and Other Deposit Account without any additional
     formal actions or agreements). For the avoidance of doubt, the provisions
     of this Section 6(b) shall not apply to any deposit account that any
     Grantor manages or maintains on behalf of third parties, such as deposit
     accounts maintained or managed by any Grantor for a joint venture in which
     third parties participate.

          (c)   Subject in all respects to the provisions of Section 5(h)
     hereof, upon any termination by a Grantor of any Other Deposit Account by
     such Grantor, or any Pledged Account Bank with respect thereto, such
     Grantor will promptly (i) either (at such Grantor's election), (A) comply
     with the provisions regarding the opening of new deposit accounts as set
     forth in the first sentence of Section 6(b) or (B) subject to the
     restrictions set forth in Section 6(f), transfer all funds and property
     held in such terminated Other Deposit Account to another Other Deposit
     Account listed in Schedule IV and (ii) notify all Obligors that were making
     payments to such Other Deposit Account to make all future payments to
     another Other Deposit Account listed in Schedule IV hereto, in each case so
     that the Collateral Trustees shall have a continuously perfected security
     interest in such Designated Accounts. Subject in all respects to the
     provisions of Section 5(h) hereof, after the occurrence and during the
     continuance of an Event of Default, each Grantor agrees to terminate any or
     all Account Collateral and Account Control Agreements upon request by the
     Collateral Trustees.

          (d)   Upon the occurrence and during the continuance of a Collateral
     Trust Agreement Default, the Collateral Trustees shall have sole right to
     direct the disposition of funds with respect to each of the Designated
     Accounts.

          (e)   The Collateral Trustees may, at any time after notice to the
     Borrower (provided, however, that the failure to give any such notice to
     the Borrower shall not affect the validity of any action taken by the
     Collateral Trustees pursuant to the provisions of this Section 6(e)), but
     without consent from the Grantor, (i) transfer, or direct the transfer of,
     funds from the Designated Accounts to satisfy the Grantor's obligations
     under the Shared Secured Agreements if (i) (A) a payment default in respect
     of principal under such Shared Secured Agreements shall have occurred and
     be continuing for a period greater than or equal to three Business Days, or
     (B) a payment default in respect of any amount other than principle due
     under such Shared Secured Agreement shall have occurred and be continuing
     for a period greater than or equal to five Business Days, or (ii) an
     acceleration of the Facilities shall have occurred and be continuing.

          (f)   Each of the Grantors agrees that at no time shall the aggregate
     amount on deposit in the Other Deposit Accounts listed in Schedule V hereto
     (other than any Other Deposit Account that is subject to a Permitted Lien)
     exceed $20,000,000.

<PAGE>

                                       20

          Section 7. Maintaining Electronic Chattel Paper, Transferable Records
and Letter-of-Credit Rights and Giving Notice of Commercial Tort Claims. So long
as any Shared Secured Obligations (other than indemnification obligations that
are not yet due and payable) which are accrued and payable shall remain
unsatisfied, or any Letter of Credit (with respect to which any reimbursement
obligation related thereto constitutes a Shared Secured Obligation) shall remain
outstanding:

          (a)   Each Grantor will maintain all (i) electronic chattel paper (to
     the extent that such Grantor has Knowledge of the existence of such
     electronic chattel paper) so that the Collateral Trustees have control of
     the electronic chattel paper in the manner specified in Section 9-105 of
     the UCC and (ii) all transferable records (to the extent that such Grantor
     has Knowledge of the existence of such transferable records) so that the
     Collateral Trustees have control of the transferable records in the manner
     specified in Section 16 of the UETA; and

          (b)   Each Grantor will immediately give notice to the Collateral
     Trustees of any material commercial tort claim that may arise in the future
     and will immediately execute or otherwise authenticate a supplement to this
     Shared Security Agreement, and otherwise take all necessary action, to
     subject such material commercial tort claim to the first priority security
     interest, as applicable, created under this Shared Security Agreement
     provided, however, that any commercial tort claim shall not be covered by
     the provisions of this Section 7(b) to the extent, but only to the extent,
     that the assignment thereof or grant of a security interest therein would
     violate any effective or enforceable provision of applicable law.

          Section 8. Representations and Warranties. Each Grantor represents and
warrants as follows:

          (a)   As of the date hereof, such Grantor's exact legal name, which is
     sufficient in accordance with Section 9-503(a) of the UCC, is correctly set
     forth in Schedule I hereto. With respect to each Grantor that is not a
     "registered organization" as such term is defined in Section 9-102 of the
     UCC, such Grantor has its chief executive office in the state or
     jurisdiction set forth in Schedule I hereto. Within the five years
     preceding the execution of this Shared Security Agreement, the information
     set forth in Schedule I hereto with respect to such Grantor is true and
     accurate in all respects, except to the extent that failure of such
     information to be true and accurate could not reasonably be expected to
     result in a Material Adverse Effect. To the Knowledge of such Grantor, such
     Grantor has not previously changed its name, the location of its chief
     executive office, type of organization, jurisdiction of organization or
     organizational identification number (if such Grantor, now or has been
     organized in a jurisdiction that requires the organizational number of a
     debtor to be identified on the relevant financing statement in order to
     create a perfected first priority security interest) from those set forth
     in Schedule I hereto except as disclosed in Schedule III hereto.

          (b)   All Security Collateral consisting of certificated securities
     and instruments (other than, prior to the Black Thunder Determination Date,
     those that constitute Black Thunder Collateral and other than those
     representing or evidencing Investments permitted

<PAGE>

                                       21

     by Section 7.02(b) of the Credit Agreement), have to the Knowledge of the
     relevant Grantor been delivered to the Collateral Trustees. To the
     Knowledge of the relevant Grantor, none of the Receivables or Agreement
     Collateral is evidenced by a promissory note or other instrument that has
     not been delivered to the Collateral Trustees, other than those which
     constitute Black Thunder Collateral.

          (c)   Such Grantor is the legal and beneficial owner of the Shared
     Collateral of such Grantor free and clear of any Lien, claim, option or
     right of others, except for Permitted Liens or the security interest
     created under this Shared Security Agreement. No effective financing
     statement or other instrument similar in effect covering all or any part of
     such Shared Collateral or listing such Grantor or any trade name of such
     Grantor as debtor is on file in any recording office, except such as may
     have been filed in favor of the Collateral Trustees relating to the Shared
     Secured Agreements or as otherwise permitted under the Credit Agreement.

          (d)   With respect to the Pledged Equity that is an uncertificated
     security (other than, prior to the Black Thunder Determination Date, any
     that constitutes Black Thunder Collateral), to the extent that such Grantor
     has Knowledge of the existence of any such uncertificated securities, such
     Grantor has caused the issuer thereof either (at such Grantor's election)
     (i) to register the Collateral Trustees as the registered owners of such
     security or (ii) to agree in an authenticated record with such Grantor and
     the Collateral Trustees that such issuer will comply with instructions with
     respect to such security originated by the Collateral Trustees without
     further consent of such Grantor provided, however, that the Collateral
     Trustees agree that they will not deliver any such instructions to such
     issuer except upon the occurrence and during the continuance of an Event of
     Default. If such Grantor is an issuer of Pledged Equity, such Grantor
     confirms that it has received notice of such security interest. With
     respect to all Security Collateral consisting of certificated securities
     and instruments, to the extent that the relevant Grantor has Knowledge of
     the existence of such certificated securities and instruments, all such
     certificated securities and instruments (other than, prior to the Black
     Thunder Determination Date, any that constitutes Black Thunder Collateral)
     have been delivered to the Collateral Trustees.

          (e)   The Initial Pledged Equity pledged by such Grantor constitutes
     the percentage of the issued and outstanding Equity Interests of the
     issuers thereof indicated on Schedule II hereto.

          (f)   Subject in all respects to the provisions of Section 5(h)
     hereof, to the Knowledge of the relevant Grantor, such Grantor has no
     deposit accounts, other than the Account Collateral listed on Schedule IV
     hereto, as such Schedule IV may be amended from time to time pursuant to
     Section 6(b), and to the Knowledge of the relevant Grantor, legal, binding
     and enforceable Account Control Agreements are in effect for each deposit
     account that constitutes Account Collateral (other than Account Collateral
     consisting of deposit accounts maintained with the Collateral Trustees or
     that constitutes Black Thunder Collateral), except to the extent such
     Account Control Agreements are not required by Sections 5(h) or 6(a). For
     the avoidance of doubt, the representations and warranties in this Section
     8(f) do not apply with respect to any deposit account that any

<PAGE>

                                       22

     Grantor manages or maintains on behalf of third parties, such as deposit
     accounts maintained or managed by any Grantor for a joint venture in which
     third parties participate.

          (g)   Subject in all respects to the provisions of Section 5(h)
     hereof, to the Knowledge of the relevant Grantor, all filings and other
     actions (including without limitation, (A) actions necessary to obtain
     control of Shared Collateral as provided in Sections 9-104, 9-105 and 9-106
     of the UCC and Section 16 of UETA and (B) actions necessary to perfect the
     Collateral Trustee's security interest with respect to Shared Collateral
     constituting certificated securities or instruments) necessary to perfect
     the security interest in the Shared Collateral of such Grantor created
     under this Shared Security Agreement have been duly made or taken and are
     in full force and effect, and this Shared Security Agreement creates in
     favor of the Collateral Trustees for the benefit of the Shared Secured
     Parties a valid and, together with such filings and other actions,
     perfected security interest in the Shared Collateral of such Grantor,
     securing the payment of the Shared Secured Obligations except, in each
     case, (i) as is otherwise permitted pursuant to the express provisions of
     this Shared Security Agreement and (ii) for Permitted Liens.

          (h)   To the Knowledge of the relevant Grantor, the Grantor has no
     commercial tort claims other than those listed in Schedule VI hereto.

          Section 9. Further Assurances. (a) Each Grantor agrees that from time
to time, at the expense of such Grantor, such Grantor will promptly execute and
deliver, or otherwise authenticate, all further instruments and documents, and
take all further action that (to the Knowledge of such Grantor) may be
necessary, or that the Collateral Trustees reasonably may request, in order to
perfect and protect any pledge, assignment or security interest granted or
purported to be granted by such Grantor hereunder or to enable the Collateral
Trustees to exercise and enforce their rights and remedies hereunder with
respect to any Shared Collateral of such Grantor. Without limiting the
generality of the foregoing, each Grantor will promptly with respect to Shared
Collateral of such Grantor: (i) if any such Shared Collateral shall be evidenced
by a promissory note or other instrument or chattel paper and if such Grantor
has Knowledge of the existence of any such promissory notes, instruments, or
chattel paper, deliver and pledge to the Collateral Trustees hereunder such note
or instrument or chattel paper duly indorsed and accompanied by duly executed
instruments of transfer or assignment, all in form and substance reasonably
satisfactory to the Collateral Trustees; (ii) execute or authenticate and file
such financing or continuation statements, or amendments thereto, and such other
instruments or notices, as may be necessary, or as the Collateral Trustees
reasonably may request, in order to perfect and preserve the security interest
granted or purported to be granted by such Grantor hereunder; (iii) with respect
to any certificates representing Security Collateral that constitutes
certificated securities, to the extent that the relevant Grantor has Knowledge
of the existence of such certificates, deliver and pledge to the Collateral
Trustees for ratable benefit of the Representatives and the Shared Secured
Parties certificates representing Security Collateral that constitutes
certificated securities, accompanied by undated stock or bond powers executed in
blank; (iv) subject in all respects to the provisions of Section 5(h) hereof,
with respect to any Shared Collateral consisting of deposit accounts, electronic
chattel paper, investment property or transferable records, to the extent that
the relevant Grantor has Knowledge of the existence of

<PAGE>

                                       23

such deposit accounts, electronic chattel paper, investment property or
transferable records, take all action necessary to ensure that the Collateral
Trustees have control of Shared Collateral consisting of deposit accounts,
electronic chattel paper, investment property and transferable records as
provided in Sections 9-104, 9-105 and 9-106 of the UCC and in Section 16 of
UETA; (v) upon the occurrence and during the continuance of an Event of Default,
at the request of the Collateral Trustees, take all action to ensure that the
Collateral Trustees' security interest is noted on any certificate of title
related to any Shared Collateral evidenced by a certificate of title; and (vi)
deliver to the Collateral Trustees evidence that all other action that the
Collateral Trustees may deem reasonably necessary in order to perfect and
protect the security interest created by such Grantor under this Shared Security
Agreement has been taken.

          (b) Each Grantor hereby authorizes the Collateral Trustees to file one
or more financing and continuation statements, and amendments thereto, relating
to all or any part of the Shared Collateral of such Grantor without the
signature of such Grantor where permitted by law, which shall be filed by the
Collateral Trustees upon the receipt of an instruction letter from the Required
Representative requesting the taking of such action and attaching the form of
financing statement. A photocopy or other reproduction of this Shared Security
Agreement or any financing statement covering the Shared Collateral or any part
thereof shall be sufficient as a financing statement where permitted by law.
Each Grantor ratifies its authorization for the Collateral Trustees to have
filed such financing statements, continuation statements or amendments filed
prior to the date hereof.

          (c) Each Grantor will furnish to the Collateral Trustees from time to
time statements and schedules further identifying and describing the Shared
Collateral of such Grantor and such other reports in connection with such Shared
Collateral as the Collateral Trustees may reasonably request, all in reasonable
detail.

          (d) Within 10 days after the Closing Date, Dynegy Global Energy, Inc.
will deliver to the Collateral Trustees certificates representing 16% of the
ordinary shares of Dynegy Europe Limited, accompanied by undated stock powers
executed in blank.

          (e) Within 10 days after the Closing Date, DMT Holdings, Inc. will
deliver to the Collateral Trustees certificates representing 100% of the Common
Stock of Dynegy Strategic Investment LP, Inc., accompanied by undated stock
powers executed in blank.

          Section 10. Post-Closing Changes; Bailees; Collections on Receivables
and Related Contracts. (a) No Grantor will change its name, type of
organization, jurisdiction of organization, organizational identification number
(if such Grantor is organized in a jurisdiction that requires the organizational
number of a debtor to be identified on a financing statement in order to create
a perfected first priority security interest) or location of its chief executive
office (in the case only of a Grantor that is not a "registered organization",
as such term is defined in Section 9-102 of the UCC) from those set forth in
Section 8(a) of this Shared Security Agreement without first giving at least 30
days' prior written notice to the Collateral Trustees and taking all action
required by the Collateral Trustees for the purpose of perfecting or protecting
the security interest granted by this Shared Security Agreement. Except with
respect to security agreements related to Permitted Liens, no Grantor will
become bound by a security agreement authenticated by another Person (determined
as provided in Section 9-203(d) of the

<PAGE>

                                       24

UCC) without giving the Collateral Trustees 30 days' prior written notice
thereof and taking all action required by the Collateral Trustees to ensure that
the perfection and first priority (or second priority in the case of any Shared
Collateral that constitutes Black Thunder Collateral) nature of the Collateral
Trustees' security interest in the Shared Collateral will be maintained. If any
Grantor that is organized in a jurisdiction that requires the organizational
number of a debtor to be identified on a relevant financing statement in order
to create a perfected first priority security interest does not have an
organizational identification number and later obtains one, it will forthwith
notify the Collateral Trustees of such organizational identification number.

          (b) If any Shared Collateral constituting goods of any Grantor is, to
the Knowledge of such Grantor, at any time in the possession or control of a
warehouseman, bailee or agent, or if the Collateral Trustees so requests such
Grantor will (i) notify such warehouseman, bailee or agent of the security
interest created hereunder, (ii) instruct such warehouseman, bailee or agent to
hold all such Shared Collateral solely for the Collateral Trustees' account
subject only to the Collateral Trustees' instructions (which shall permit such
Shared Collateral to be removed by such Grantor in the ordinary course of
business until the Collateral Trustees notifies such warehouseman, bailee or
agent that an Event of Default has occurred and is continuing), (iii) use
commercially reasonable efforts, to cause such warehouseman, bailee or agent to
authenticate a record acknowledging that it holds possession of such Shared
Collateral for the Collateral Trustees' benefit and shall act solely on the
instructions of the Collateral Trustees without the further consent of the
Grantor or any other Person provided, however, that the Collateral Trustees
agree that they will not deliver any such instructions to such issuer except
upon the occurrence and during the continuance of an Event of Default, and (iv)
make such authenticated record available to the Collateral Trustees.

          (c) Except as otherwise provided in this subsection (c), each Grantor
will continue to collect, at its own expense, all amounts due or to become due
such Grantor under the Assigned Agreements, Receivables and Related Contracts.
In connection with such collections, such Grantor may take (and, at the
Collateral Trustees' direction given after the occurrence and during the
continuance of an Event of Default, will take) such action as such Grantor or
the Collateral Trustees may deem necessary to enforce collection of the Assigned
Agreements, Receivables and Related Contracts; provided, however, that the
Collateral Trustees shall have the right at any time, upon the occurrence and
during the continuance of an Event of Default and upon written notice to such
Grantor of its intention to do so, to notify the Obligors under any Receivables
and Related Contracts of the assignment of such Receivables and Related
Contracts to the Collateral Trustees and to direct such Obligors to make payment
of all amounts due or to become due to such Grantor thereunder directly to the
Collateral Trustees and, upon such notification and at the expense of such
Grantor, to enforce collection of any such Receivables and Related Contracts, to
adjust, settle or compromise the amount or payment thereof, in the same manner
and to the same extent as such Grantor might have done, and to otherwise
exercise all rights with respect to such Receivables and Related Contracts,
including, without limitation, those set forth set forth in Section 9-607 of the
UCC. After receipt by any Grantor of the notice from the Collateral Trustees
referred to in the proviso to the preceding sentence, (i) all amounts and
proceeds (including, without limitation, instruments) received by such Grantor
in respect of the Receivables and Related Contracts of such Grantor shall be
received in trust for the benefit of the Collateral Trustees hereunder, shall be
segregated from other funds of such Grantor and shall be forthwith paid over to
the Collateral Trustees in the same form as so received (with any

<PAGE>

                                       25

necessary indorsement) to be applied as provided in the Collateral Trust
Agreement and (ii) such Grantor will not adjust, settle or compromise the amount
or payment of any Receivable or amount due on any Related Contract, release
wholly or partly any Obligor thereof, or allow any credit or discount thereon
except in the ordinary course of such Grantor's business. For the avoidance of
doubt, none of the provisions of this Section 10(c) shall apply with respect to
any Property that is excluded from the lien and security interest granted
hereunder pursuant to the provisions of paragraphs (i), (ii), (iii), (iv), (v),
(vi), (vii) or (viii) of the "notwithstanding" clause at the end of Section 2,
including, but not limited to, Excluded Shared Collateral, Excluded
Authorizations, Permitted Collateral or Excluded Equity.

          Section 11. As to Intellectual Property Collateral. (a) With respect
to its material Intellectual Property Collateral, each Grantor agrees, upon the
request of the Collateral Trustees, to execute or otherwise authenticate an
agreement in substantially the form set forth in Exhibit E hereto or otherwise
in form and substance reasonably satisfactory to the Collateral Trustees (an
"Intellectual Property Shared Security Agreement"), for recording the security
interest granted hereunder to the Collateral Trustees in such Intellectual
Property Collateral with the U.S. Patent and Trademark Office, the U.S.
Copyright Office and any other governmental authorities necessary to perfect the
security interest hereunder in such material Intellectual Property Collateral.

          (b) Each Grantor agrees that should it obtain an ownership interest in
any item of the type set forth in Section 2(g) that is not on the date hereof a
part of the Intellectual Property Collateral ("After-Acquired Intellectual
Property") (i) the provisions of this Shared Security Agreement shall
automatically apply thereto, and (ii) any such After-Acquired Intellectual
Property and, in the case of trademarks, the goodwill symbolized thereby, shall
automatically become part of the Intellectual Property Collateral subject to the
terms and conditions of this Shared Security Agreement with respect thereto. At
the end of each fiscal quarter of the Borrower, each Grantor shall give written
notice to the Collateral Trustees identifying any material After-Acquired
Intellectual Property acquired during such fiscal quarter, and upon the request
of the Collateral Trustees, such Grantor shall execute and deliver to the
Collateral Trustees with such written notice, or otherwise authenticate, an
agreement substantially in the form of Exhibit F hereto or otherwise in form and
substance reasonably satisfactory to the Collateral Trustees (an "IP Shared
Security Agreement Supplement") covering such material After-Acquired
Intellectual Property which IP Shared Security Agreement Supplement shall be
recorded with the U.S. Patent and Trademark Office, the U.S. Copyright Office
and any other governmental authorities necessary to perfect the security
interest hereunder in such material After-Acquired Intellectual Property.

          Section 12. Voting Rights; Dividends; Etc. (a) So long as no Event of
Default shall have occurred and be continuing:

          (i)   Each Grantor shall be entitled to exercise any and all voting
     and other consensual rights pertaining to the Security Collateral of such
     Grantor or any part thereof for any purpose; provided however, that such
     Grantor will not exercise or refrain from exercising any such right if such
     action could reasonably be expected to result in a Material Adverse Effect.

<PAGE>

                                       26

          (ii)  Each Grantor shall be entitled to receive and retain any and all
     dividends, interest and other distributions paid in respect of the Security
     Collateral of such Grantor if and to the extent that the payment thereof is
     not otherwise prohibited by the terms of the Shared Secured Agreements;
     provided, however, that any and all dividends, interest and other
     distributions paid or payable other than in cash in respect of, and
     instruments and other property received, receivable or otherwise
     distributed in respect of, or in exchange for, any Security Collateral
     shall be, and shall be forthwith delivered to the Collateral Trustees to
     hold as, Security Collateral and shall, if received by such Grantor, be
     received in trust for the benefit of the Collateral Trustees, be segregated
     from the other property or funds of such Grantor and be forthwith delivered
     to the Collateral Trustees as Security Collateral in the same form as so
     received (with any necessary indorsement).

          (iii) The Collateral Trustees will execute and deliver (or cause to be
     executed and delivered) to each Grantor all such proxies and other
     instruments as such Grantor may reasonably request for the purpose of
     enabling such Grantor to exercise the voting and other rights that it is
     entitled to exercise pursuant to paragraph (i) above and to receive the
     dividends or interest payments that it is authorized to receive and retain
     pursuant to paragraph (ii) above.

          (b) Upon the occurrence and during the continuance of an Event of
Default and notice to the Borrower (provided that the failure to give any such
notice shall not affect the validity of any of the following actions taken by
the Collateral Trustees):

          (i)   All rights of each Grantor (x) to exercise or refrain from
     exercising the voting and other consensual rights that it would otherwise
     be entitled to exercise pursuant to Section 12(a)(i) shall, upon notice to
     such Grantor by the Collateral Trustees, cease and (y) to receive the
     dividends, interest and other distributions that it would otherwise be
     authorized to receive and retain pursuant to Section 12(a)(ii) shall
     automatically cease, and all such rights shall thereupon become vested in
     the Collateral Trustees, who shall thereupon have the sole right to
     exercise or refrain from exercising such voting and other consensual rights
     and to receive and hold as Security Collateral such dividends, interest and
     other distributions.

          (ii)  All dividends, interest and other distributions that are
     received by any Grantor contrary to the provisions of paragraph (i) of this
     Section 12(b) shall be received in trust for the benefit of the Collateral
     Trustees, shall be segregated from other funds of such Grantor and shall be
     forthwith paid over to the Collateral Trustees as Security Collateral in
     the same form as so received (with any necessary indorsement).

          (iii) The Collateral Trustees shall be authorized to send to each
     Securities Intermediary or Commodity Intermediary as defined in and under
     any Security Control Agreement a Notice of Exclusive Control as defined in
     and under such Security Control Agreement.

          Section 13. As to Letter-of-Credit Rights. (a) Each Grantor, by
granting a security interest in its Receivables consisting of letter-of-credit
rights to the Collateral Trustees, intends to (and hereby does) assign to the
Collateral Trustees its rights (including its contingent

<PAGE>

                                       27

rights) to the proceeds of all Related Contracts consisting of letters of credit
of which it is or hereafter becomes a beneficiary or assignee. Upon the request
of the Collateral Trustees after the occurrence and during the continuance of an
Event of Default, each Grantor will promptly use its commercially reasonable
efforts to cause the issuer of each letter of credit and each nominated person
(if any) with respect thereto to consent to such assignment of the proceeds
thereof in a Consent to Assignment of Letter of Credit Rights.

          (b) Upon the occurrence and during the continuance of an Event of
Default, each Grantor will, promptly upon request by the Collateral Trustees,
(i) notify (and such Grantor hereby authorizes the Collateral Trustees to
notify) the issuer and each nominated person with respect to each of the Related
Contracts consisting of letters of credit that the proceeds thereof have been
assigned to the Collateral Trustees hereunder and any payments due or to become
due in respect thereof are to be made directly to the Collateral Trustees or
their designee.

          (c) With respect to any Securities Account Control Agreement,
Commodity Accounts Control Agreement, Account Control Agreement or Consent to
Assignment of Letter of Credit Rights, the Collateral Trustees agree that they
will not issue any entitlement orders or other directions, instructions or
notifications thereunder with respect to the disposition or transfer of any
Shared Collateral therein addressed or blocking any Grantor's ability to deal
with any such Shared Collateral, except upon the occurrence and during the
continuance of a Collateral Trust Agreement Default. The Collateral Trustees
further agree that, upon their issuance of any such entitlement orders,
directions, instructions or notifications, they will promptly provide a copy
thereof to the relevant Grantor.

          Section 14. Transfers and Other Liens; Additional Shares. (a) Each
Grantor agrees that it will not (i) sell, assign or otherwise dispose of, or
grant any option with respect to, any of the Shared Collateral, other than
sales, assignments and other dispositions of Shared Collateral, and options
relating to Shared Collateral, permitted under the terms of the Credit
Agreement, or (ii) create or suffer to exist any Lien upon or with respect to
any of the Shared Collateral of such Grantor except for the pledge, assignment
and security interest created under this Shared Security Agreement and Liens
permitted under the Credit Agreement.

          (b) Each Grantor agrees that it will pledge hereunder, promptly upon
its acquisition (directly or indirectly) thereof, any and all additional Equity
Interests or other securities that are issued by any Grantor and are Pledged
Equity.

          Section 15. Collateral Trustees Appointed Attorneys-in-Fact. Each
Grantor hereby irrevocably appoints the Collateral Trustees such Grantor's
attorneys-in-fact, with full authority in the place and stead of such Grantor
and in the name of such Grantor or otherwise, from time to time, upon the
occurrence and during the continuance of an Event of Default, in the Collateral
Trustees' discretion, to take any action and to execute any instrument that the
Collateral Trustees may deem necessary or advisable to accomplish the purposes
of this Shared Security Agreement, including, without limitation:

          (a)   to obtain and adjust insurance required to be paid to the
     Collateral Trustees pursuant to the provisions of the Credit Agreement,

<PAGE>

                                       28

          (b)   to ask for, demand, collect, sue for, recover, compromise,
     receive and give acquittance and receipts for moneys due and to become due
     under or in respect of any of the Shared Collateral,

          (c)   to receive, indorse and collect any drafts or other instruments,
     documents and chattel paper, in connection with clause (a) or (b) above,
     and

          (d)   to file any claims or take any action or institute any
     proceedings that the Collateral Trustees may deem necessary or desirable
     for the collection of any of the Shared Collateral or otherwise to enforce
     compliance with the terms and conditions of any Assigned Agreement or the
     rights of the Collateral Trustees with respect to any of the Shared
     Collateral.

          Section 16. Collateral Trustees May Perform. If any Grantor fails to
perform any agreement contained herein, the Collateral Trustees may, but without
any obligation to do so and without notice, themselves perform, or cause
performance of, such agreement, and the expenses of the Collateral Trustees
incurred in connection therewith shall be payable by such Grantor under Section
19.

          Section 17. The Collateral Trustees' Duties. (a) The powers conferred
on the Collateral Trustees hereunder are solely to protect the Shared Secured
Parties' interest in the Shared Collateral and shall not impose any duty upon
them to exercise any such powers. Except for the safe custody of any Shared
Collateral in their possession and the accounting for moneys actually received
by them hereunder, the Collateral Trustees shall have no duty as to any Shared
Collateral, as to ascertaining or taking action with respect to calls,
conversions, exchanges, maturities, tenders or other matters relative to any
Shared Collateral, whether or not any Shared Secured Party has or is deemed to
have knowledge of such matters, or as to the taking of any necessary steps to
preserve rights against any parties or any other rights pertaining to any Shared
Collateral. The Collateral Trustees shall be deemed to have exercised reasonable
care in the custody and preservation of any Shared Collateral in their
possession if such Shared Collateral is accorded treatment substantially equal
to that which they accord their own property.

          (b) Anything contained herein to the contrary notwithstanding, the
Collateral Trustees may from time to time, when the Collateral Trustees deems it
to be necessary, appoint one or more subagents (each a "Subagent") for the
Collateral Trustees hereunder with respect to all or any part of the Shared
Collateral. In the event that the Collateral Trustees so appoint any Subagent
with respect to any Shared Collateral, (i) the assignment and pledge of such
Shared Collateral and the security interest granted in such Shared Collateral by
each Grantor hereunder shall be deemed for purposes of this Shared Security
Agreement to have been made to such Subagent, in addition to the Collateral
Agent, for the ratable benefit of the Shared Secured Parties, as security for
the Shared Secured Obligations of such Grantor, (ii) such Subagent shall
automatically be vested, in addition to the Collateral Trustees, with all
rights, powers, privileges, interests and remedies of the Collateral Trustees
hereunder with respect to such Shared Collateral, and (iii) the term "Collateral
Trustees," when used herein in relation to any rights, powers, privileges,
interests and remedies of the Collateral Trustees with respect to such Shared
Collateral, shall include such Subagent; provided, however, that no such
Subagent shall be

<PAGE>

                                       29

authorized to take any action with respect to any such Shared Collateral unless
and except to the extent expressly authorized in writing by the Collateral
Trustees.

          Section 18. Remedies. If any Event of Default shall have occurred and
be continuing:

          (a)   The Collateral Trustees may with the consent of the Required
     Representative and shall at the request of the Required Representative
     exercise in respect of the Shared Collateral, in addition to other rights
     and remedies provided for herein or otherwise available to it, all the
     rights and remedies of a secured party upon default under the UCC (whether
     or not the UCC applies to the affected Shared Collateral) and also may: (i)
     require each Grantor to, and each Grantor hereby agrees that it will at its
     expense and upon request of the Collateral Trustees forthwith, assemble all
     or part of the Shared Collateral as directed by the Collateral Trustees and
     make it available to the Collateral Trustees at a place and time to be
     designated by the Collateral Trustees that is reasonably convenient to all
     parties; (ii) without notice except as specified below, sell the Shared
     Collateral or any part thereof in one or more parcels at public or private
     sale, at any of the Collateral Trustees' offices or elsewhere, for cash, on
     credit or for future delivery, and upon such other terms as the Collateral
     Trustees may deem commercially reasonable; (iii) to the fullest extent
     permitted by applicable law and by contracts with third parties, and
     subject to any applicable safety requirements at any such premises, occupy
     any premises owned or leased by any of the Grantors where the Shared
     Collateral or any part thereof is assembled or located for a reasonable
     period in order to effectuate their rights and remedies hereunder or under
     law, without obligation to such Grantor in respect of such occupation; and
     (iv) exercise any and all rights and remedies of any of the Grantors under
     or in connection with the Shared Collateral, or otherwise in respect of the
     Shared Collateral, including, without limitation, (A) any and all rights of
     such Grantor to demand or otherwise require payment of any amount under, or
     performance of any provision of, the Assigned Agreements, the Receivables,
     the Related Contracts and the other Shared Collateral, (B) withdraw, or
     cause or direct the withdrawal, of all funds with respect to the Account
     Collateral and (C) exercise all other rights and remedies with respect to
     the Assigned Agreements, the Receivables, the Related Contracts and the
     other Shared Collateral, including, without limitation, those set forth in
     Section 9-607 of the UCC. Each Grantor agrees that, to the extent notice of
     sale shall be required by law, at least ten days' notice to such Grantor of
     the time and place of any public sale or the time after which any private
     sale is to be made shall constitute reasonable notification. The Collateral
     Trustees shall not be obligated to make any sale of Shared Collateral
     regardless of notice of sale having been given. The Collateral Trustees may
     adjourn any public or private sale from time to time by announcement at the
     time and place fixed therefor, and such sale may, without further notice,
     be made at the time and place to which it was so adjourned.

          (b)   Any cash held by or on behalf of the Collateral Trustees and all
     cash proceeds received by or on behalf of the Collateral Trustees in
     respect of any sale of, collection from, or other realization upon all or
     any part of the Shared Collateral may, in the discretion of the Collateral
     Trustees, be held by the Collateral Trustees as collateral for, and/or then
     or at any time thereafter applied (after payment of any amounts payable

<PAGE>

                                       30

     to the Collateral Trustees pursuant to Section 19) in whole or in part by
     the Collateral Trustees for the ratable benefit of the Representatives and
     the Shared Secured Parties against, all or any part of the Shared Secured
     Obligations, in accordance with the terms of the Collateral Trust
     Agreement.

          (c)   All payments received by any Grantor under or in connection with
     any Assigned Agreement or otherwise in respect of the Shared Collateral
     shall be received in trust for the benefit of the Collateral Trustees,
     shall be segregated from other funds of such Grantor and shall be forthwith
     paid over to the Collateral Trustees in the same form as so received (with
     any necessary endorsement).

          (d)   The Collateral Trustees may, without notice to any Grantor
     except as required by law and at any time or from time to time, charge,
     set-off and otherwise apply all or any part of the Shared Secured
     Obligations against any funds held with respect to the Account Collateral
     or in any other deposit account.

          (e)   In the event of any sale or other disposition of any of the
     Intellectual Property Collateral of any Grantor, the goodwill symbolized by
     any Trademarks subject to such sale or other disposition shall be included
     therein, and such Grantor shall supply to the Collateral Trustees or their
     designee such Grantor's know-how and expertise, and documents and things
     relating to any Intellectual Property Collateral subject to such sale or
     other disposition, and such Grantor's customer lists and other records and
     documents relating to such Intellectual Property Collateral and to the
     manufacture, distribution, advertising and sale of products and services of
     such Grantor.

          Section 19. Indemnity and Expenses. (a) Each Grantor agrees to
indemnify, defend and save and hold harmless the Collateral Trustees, each
Representative and each Shared Secured Party and each of their Affiliates and
their respective officers, directors, employees, agents and advisors (each, an
"Indemnified Party") from and against, and shall pay on demand, any and all
claims, damages, losses, liabilities and expenses (including, without
limitation, reasonable fees and expenses of counsel) that may be incurred by or
asserted or awarded against any Indemnified Party, in each case arising out of
or in connection with or resulting from this Shared Security Agreement
(including, without limitation, enforcement of this Shared Security Agreement),
except to the extent such claim, damage, loss, liability or expense is found in
a final, non-appealable judgment by a court of competent jurisdiction to have
resulted from such Indemnified Party's gross negligence or willful misconduct.
The provisions of this Section 19(a) shall survive the termination of this
Agreement.

          (b) Each Grantor will upon demand pay to the Collateral Trustees the
amount of any and all reasonable expenses, including, without limitation, the
reasonable fees and expenses of their counsel and of any experts and agents,
that the Collateral Trustees may incur in connection with (i) the administration
of this Shared Security Agreement, (ii) the custody, preservation, use or
operation of, or the sale of, collection from or other realization upon, any of
the Shared Collateral of such Grantor, (iii) the exercise or enforcement of any
of the rights of the Collateral Trustees, the Representatives or the other
Shared Secured Parties hereunder or (iv) the failure by such Grantor to perform
or observe any of the provisions hereof.

<PAGE>

                                       31

          (c) EACH GRANTOR ACKNOWLEDGES THAT THIS SHARED SECURITY AGREEMENT AND
OTHER TRANSACTION DOCUMENTS CONTAIN PROVISIONS RELEASING EACH INDEMNIFIED PARTY
FROM LIABILITY AND/OR INDEMNIFYING AND HOLDING HARMLESS EACH INDEMNIFIED PARTY
FOR, AMONG OTHER THINGS, INDEMNIFIED PARTY'S OWN NEGLIGENCE. EACH GRANTOR AGREES
THAT THE RELEASE AND/OR INDEMNITY PROVISIONS CONTAINED IN THESE DOCUMENTS ARE
CAPTIONED TO CLEARLY IDENTIFY THE RELEASE AND/OR INDEMNITY PROVISIONS AND,
THEREFORE, ARE SO CONSPICUOUS THAT EACH GRANTOR HAS FAIR NOTICE OF THE EXISTENCE
AND CONTENTS OF SUCH PROVISIONS. EACH GRANTOR HEREBY WAIVES ANY DEFENSES IT
MIGHT ASSERT AGAINST EACH INDEMNIFIED PARTY BASED ON THE HOLDING OF THE TEXAS
SUPREME COURT IN ETHYL CORP. v. DANIEL CONST. CO., 725 S.W.2d 705 (Tex. 1987),
PAGE PETROLEUM, INC., et al. V. DRESSER INDUSTRIES, INC., et al., 853 S.W.2d 505
(Tex. 1993), AND QUORUM HEALTH RESOURCES, L.L.C. v. MAVERICK COUNTY HOSPITAL
DISTRICT et al., 308 F.3rd 451 (5th Cir. 2002) AND ANY RELATED CASE LAW
HOLDINGS.

          Section 20. Amendments; Waivers; Additional Grantors; Etc. (a) No
amendment or waiver of any provision of this Shared Security Agreement, and no
consent to any departure by any Grantor herefrom, shall in any event be
effective unless the same shall be in writing and signed by the Collateral
Trustees and the Borrower and otherwise shall comply with the provisions of
Section 9.01 of the Collateral Trust Agreement, and then such waiver or consent
shall be effective only in the specific instance and for the specific purpose
for which given. No failure on the part of the Collateral Trustees, the
Representatives or any other Shared Secured Party to exercise, and no delay in
exercising any right hereunder, shall operate as a waiver thereof; nor shall any
single or partial exercise of any such right preclude any other or further
exercise thereof or the exercise of any other right.

          (b) Upon the execution and delivery, or authentication, by any Person
of a security agreement supplement in substantially the form of Exhibit A hereto
(each a "Shared Security Agreement Supplement"), (i) such Person shall be
referred to as an "Additional Grantor" and shall be and become a Grantor
hereunder, and each reference in this Shared Security Agreement and the other
Shared Secured Agreements to "Grantor" shall also mean and be a reference to
such Additional Grantor, and each reference in this Shared Security Agreement
and the other Shared Secured Agreements to "Shared Collateral" shall also mean
and be a reference to the Shared Collateral of such Additional Grantor, and (ii)
the supplemental schedules I-VI attached to each Shared Security Agreement
Supplement shall be incorporated into and become a part of and supplement
Schedules I-VI, respectively, hereto, and the Collateral Trustees may attach
such supplemental schedules to such Schedules; and each reference to such
Schedules shall mean and be a reference to such Schedules as supplemented
pursuant to each Shared Security Agreement Supplement.

          Section 21. Notices, Etc. (a) Unless otherwise expressly provided
herein, all notices and other communications provided for hereunder or any other
Shared Collateral Document shall be in writing (including by facsimile
transmission). All such written notices

<PAGE>

                                       32

shall be mailed, faxed or delivered to the applicable address, facsimile number
or (subject to Section 21(c)) electronic mail address, as follows:

          (i)   as to any Representative, or the Collateral Trustees, addressed
     to their respective addresses specified in the Collateral Trust Agreement;

          (ii)  as to the Borrower, addressed to it at its address specified in
     the Credit Agreement;

          (iii) as to any Grantor, addressed to it at its address shown on
     Schedule I hereto; and

          (iv)  as to any party, at such other address as shall be designated by
     such party in a written notice to the other parties.

          All such notices and other communications shall be deemed to be given
or made upon the earlier to occur of (i) actual receipt by the relevant party
hereto and (ii) (A) if delivered by hand or by courier, when signed for by or on
behalf of the relevant party hereto; (B) if delivered by mail, four Business
Days after deposit in the mails, postage prepaid; (C) if delivered by facsimile,
when sent and receipt has been confirmed by telephone; and (D) if delivered by
electronic mail (which form of delivery is subject to the provisions of Section
21(c)), when delivered. In no event shall a voicemail message be effective as a
notice, communication or confirmation hereunder.

          (b) Any amendment or waiver of any provision of this Shared Security
Agreement or of any Shared Security Agreement Supplement or Schedule hereto may
be transmitted and/or signed by facsimile. The effectiveness of any such
documents and signatures shall, subject to applicable Law, have the same force
and effect as manually signed originals and shall be binding on all parties
thereto. The Collateral Trustees may also require that any such documents and
signatures be confirmed by a manually signed original thereof; provided,
however, that the failure to request or deliver the same shall not limit the
effectiveness of any facsimile document or signature.

          (c) Electronic mail and Internet and intranet websites may be used
only to distribute routine communications and to distribute Shared Collateral
Documents for execution by the parties thereto, and may not be used for any
other purpose.

          (d) The Collateral Trustees shall be entitled to rely and act upon any
notices purportedly given by or on behalf of any Grantor even if (i) such
notices were not made in a manner specified herein, were incomplete or were not
preceded or followed by any other form of notice specified herein, or (ii) the
terms thereof, as understood by the recipient, varied from any confirmation
thereof. Each Grantor shall indemnify the Collateral Trustees from all losses,
costs, expenses and liabilities resulting from the reliance by such Person on
each notice purportedly given by or on behalf of any Grantor. All telephonic
notices to and other communications with the Collateral Trustees may be recorded
by the Collateral Trustees, and each of the parties hereto hereby consents to
such recording.

<PAGE>

                                       33

          Section 22. Continuing Security Interest; Assignments under the Credit
Agreement. This Shared Security Agreement shall create a continuing security
interest in the Shared Collateral and shall (a) remain in full force and effect
until all of the Shared Collateral is released, and this Shared Security
Agreement is terminated in accordance with Section 8.02 of the Collateral Trust
Agreement, (b) be binding upon each Grantor, its successors and assigns and (c)
inure, together with the rights and remedies of the Collateral Trustees
hereunder, to the benefit of the Collateral Trustees, the Representatives on
behalf of themselves and on behalf of the Shared Secured Parties and their
respective successors, transferees and assigns. Without limiting the generality
of the foregoing clause (c), any Lender may assign or otherwise transfer all or
any portion of its rights and obligations under the Credit Agreement (including,
without limitation, all or any portion of its Commitments, the Advances owing to
it and the Note or Notes, if any, held by it) to any other Person, and such
other Person shall thereupon become vested with all the benefits in respect
thereof granted to such Lender herein or otherwise, in each case as provided in
Section 11.07 of the Credit Agreement.

          Section 23. Release; Termination. The Collateral Trustees shall
release all or any portion of the Shared Collateral solely on terms and subject
to the conditions set forth in Article VIII of the Collateral Trust Agreement.

          Section 24. Security Interest Absolute. The obligations of each
Grantor under this Shared Security Agreement are independent of the Shared
Secured Obligations or any other Obligations of any other Loan Party under or in
respect of the Shared Secured Agreements, and a separate action or actions may
be brought and prosecuted against each Grantor to enforce this Shared Security
Agreement, irrespective of whether any action is brought against such Grantor or
any other Loan Party or whether such Grantor or any other Loan Party is joined
in any such action or actions. All rights of the Collateral Trustees, the
Representatives and the other Shared Secured Parties and the pledge, assignment
and security interest hereunder, and all obligations of each Grantor hereunder,
shall to the fullest extent permitted under applicable law, be irrevocable,
absolute and unconditional irrespective of, and to the fullest extent permitted
under applicable law, each Grantor hereby irrevocably waives (to the maximum
extent permitted by applicable law) any defenses it may now have or may
hereafter acquire in any way relating to, any or all of the following:

          (a)   any lack of validity or enforceability of any Shared Secured
     Agreement or any other agreement or instrument relating thereto;

          (b)   any change in the time, manner or place of payment of, or in any
     other term of, all or any of the Shared Secured Obligations or any other
     Obligations of any other Loan Party under or in respect of the Shared
     Secured Agreements or any other amendment or waiver of or any consent to
     any departure from any Shared Secured Agreement, including, without
     limitation, any increase in the Shared Secured Obligations resulting from
     the extension of additional credit to any Loan Party or any of its
     Subsidiaries or otherwise;

          (c)   any taking, exchange, release or non-perfection of any Shared
     Collateral or any other collateral, or any taking, release or amendment or
     waiver of or consent to departure from any guaranty, for all or any of the
     Shared Secured Obligations;

<PAGE>

                                       34

          (d)   any manner of application of any Shared Collateral or any other
     collateral, or proceeds thereof, to all or any of the Shared Secured
     Obligations, or any manner of sale or other disposition of any Shared
     Collateral or any other collateral for all or any of the Shared Secured
     Obligations or any other Obligations of any other Loan Party under or in
     respect of the Shared Secured Agreements or any other assets of any Loan
     Party or any of its Subsidiaries;

          (e)   any change, restructuring or termination of the corporate
     structure or existence of any Loan Party or any of its Subsidiaries;

          (f)   any failure of any Shared Secured Party to disclose to any Loan
     Party any information relating to the business, condition (financial or
     otherwise), operations, performance, assets, nature of assets, liabilities
     or prospects of any other Loan Party now or hereafter known to such Shared
     Secured Party (each Grantor waiving any duty on the part of the Shared
     Secured Parties to disclose such information);

          (g)   the failure of any other Person to execute this Shared Security
     Agreement or any other Shared Collateral Document, guaranty or agreement or
     the release or reduction of liability of any Grantor or other grantor or
     surety with respect to the Shared Secured Obligations; or

          (h)   any other circumstance (including, without limitation, any
     statute of limitations) or any existence of or reliance on any
     representation by any Shared Secured Party that might otherwise constitute
     a defense available to, or a discharge of, such Grantor or any other
     Grantor or a third party grantor of a security interest.

To the fullest extent permitted under applicable law, this Shared Security
Agreement shall continue to be effective or be reinstated, as the case may be,
if at any time any payment of any of the Shared Secured Obligations is rescinded
or must otherwise be returned by the Collateral Trustees, any Representative or
any Shared Secured Party or by any other Person upon the insolvency, bankruptcy
or reorganization of any Loan Party or otherwise, all as though such payment had
not been made.

          Section 25. Execution in Counterparts. This Shared Security Agreement
may be executed in any number of counterparts, each of which when so executed
shall be deemed to be an original and all of which taken together shall
constitute one and the same agreement. Delivery of an executed counterpart of a
signature page to this Shared Security Agreement by telecopier shall be
effective as delivery of an original executed counterpart of this Shared
Security Agreement.

          Section 26. The Shared Mortgages. In the event that any of the Shared
Collateral hereunder is also subject to a valid and enforceable Lien under the
terms of any Shared Mortgage or the First Preferred Fleet Mortgage and the terms
of such Shared Mortgage or First Preferred Fleet Mortgage are inconsistent with
the terms of this Shared Security Agreement, then with respect to such Shared
Collateral, the terms of such Shared Mortgage or such First Preferred Fleet
Mortgage shall be controlling in the case of fixtures and real estate leases,
letting and

<PAGE>

                                       35

licenses of, and contracts and agreements relating to the lease of, real
property, and the terms of this Shared Security Agreement shall be controlling
in the case of all other Shared Collateral.

          Section 27. Collateral in the State of Louisiana. (a) As to all Shared
Collateral now or hereafter located in the State of Louisiana, or as to which
the laws of the State of Louisiana may now be or hereafter become applicable,
each Grantor hereby acknowledges the Shared Secured Obligations, whether now
existing or to arise hereafter, and confesses judgment thereon if the Shared
Secured Obligations are not paid at maturity, and does by these presents
consent, agree and stipulate that if any portion of the Shared Secured
Obligations is not promptly and fully paid when due, the Shared Secured
Obligations shall, at the option of the Collateral Trustees, become immediately
due and payable and it shall be lawful for the Collateral Trustees, without
making a demand and without notice or putting in default, the same being hereby
expressly waived, to cause all and singular the Shared Collateral to be seized
and sold by executory process, without appraisement (appraisement being hereby
expressly waived), either in its entirety or in lots or parcels, as the
Collateral Trustees may determine, to the highest bidder for cash, or on such
terms as plaintiff in such proceedings may direct.

          (b) To the fullest extent permitted under applicable law, each Grantor
hereby expressly waives: (a) the benefit of appraisement, as provided in
Articles 2332, 2336, 2723 and 2724, Louisiana Code of Civil Procedure, and all
other laws conferring the same; (b) the demand and three (3) days delay accorded
by Articles 2639 and 2721, Louisiana Code of Civil Procedure; (c) the notice of
seizure required by Articles 2293 and 2721, Louisiana Code of Civil Procedure;
(d) the three (3) days delay provided by Articles 2331 and 2722, Louisiana Code
of Civil Procedure; and (e) the benefit of the other provisions of Articles
2331, 2722 and 2723, Louisiana Code of Civil Procedure, and the benefit of any
other Articles or laws relating to rights of appraisement, notice, or delay not
specifically mentioned above; and, to the fullest extent permitted under
applicable law, each Grantor expressly agrees to the immediate seizure of the
Shared Collateral in the event of suit hereon.

          (c) Each Grantor acknowledges that the Collateral Trustees shall have
all rights to appointment of a keeper in connection with any action to foreclose
the lien hereof, all in accordance with La. R.S. 9:5136 et seq. The Court before
which the proceedings are pending shall determine the keeper's fees, and the
payment of such fees shall constitute a portion of the Shared Secured
Obligations secured by the lien hereof.

          (d) This Section 27 shall in no way affect or be deemed a waiver of
the provisions of Section 28 or Section 29.

          Section 28. Governing Law. This Shared Security Agreement shall be
governed by, and construed in accordance with, the laws of the State of New
York.

          Section 29. Submission to Jurisdiction and Waiver. (a) Each Grantor
hereby irrevocably and unconditionally submits, for itself and its property, to
the nonexclusive jurisdiction of any New York State court or federal court of
the United States sitting in New York City, and any appellate court from any
thereof, in any action or proceeding arising out of or relating to this Shared
Security Agreement and the other Loan Documents to which it is or is to be a
party, or for recognition or enforcement of any judgment, and each Grantor
hereby

<PAGE>

                                       36

irrevocably and unconditionally agrees that all claims in respect of any
such action or proceeding may be heard and determined in any such New York State
court or, to the extent permitted by law, in such federal court. Each Grantor
agrees that a final judgment in any such action or proceeding shall be
conclusive and may be enforced in other jurisdictions by suit on the judgment or
in any other manner provided by law. Nothing in this Shared Security Agreement
shall affect any right that any party may otherwise have to bring any action or
proceeding relating to this Shared Security Agreement in the courts of any
jurisdiction.

          (b)   Each Grantor irrevocably and unconditionally waives, to the
fullest extent it may legally and effectively do so, any objection that it may
now or hereafter have to the laying of venue of any suit, action or proceeding
arising out of or relating to this Shared Security Agreement to which it is or
is to be a party in any New York State or federal court. Each Grantor hereby
irrevocably waives, to the fullest extent permitted by law, the defense of an
inconvenient forum to the maintenance of such suit, action or proceeding in any
such court.

          (c)   EACH GRANTOR HEREBY KNOWINGLY, INTENTIONALLY AND VOLUNTARILY
IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR
COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR
RELATING TO THIS SHARED SECURITY AGREEMENT, THE LOANS OR THE ACTIONS OF ANY
BANKS IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT THEREOF.

          IN WITNESS WHEREOF, each Grantor has caused this Shared Security
Agreement to be duly executed and delivered by its officer thereunto duly
authorized as of the date first above written.

                                    DYNEGY HOLDINGS INC.


                                    By: /s/ Robert T. Ray
                                       ---------------------------------------
                                       Name: Robert T. Ray
                                       Title: Sr. Vice President-Treasurer


                                    DYNEGY INC.


                                    By: /s/ Charles C. Cook
                                       ---------------------------------------
                                       Name: Charles C. Cook
                                       Title: Vice President

                                    [NAME OF GRANTOR]

<PAGE>

                                       37

Acknowledged on the date hereof by:


WILMINGTON TRUST COMPANY,
as Corporate Trustee


By:  /s/ Kathleen A. Pedelini
   ----------------------------------
    Name: Kathleen A. Pedelini
    Title: Financial Services Officer

JOHN M. BEESON, JR.,
as Individual Trustee


By:  /s/ John M. Beeson, Jr.
    ---------------------------------
    Name: John M. Beeson, Jr.


BANK ONE, NA (MAIN OFFICE CHICAGO),
as Collateral Agent


By:  /s/ Richard P. Broussard
    ---------------------------------
    Name: Richard P. Broussard
    Title: First Vice President

CITIBANK, N.A.,
as Administrative Agent


By:  /s/ Susan McManigal
    ---------------------------------
    Name: Susan McManigal
    Title: Senior Vice President

BANK OF AMERICA, N.A.,
as Administrative Agent


By:  /s/ Clara Yang Strand
    --------------------------------
    Name: Clara Yang Strand
    Title: Managing Director

<PAGE>

                                                                Exhibit A to the
                                                       Shared Security Agreement

                  FORM OF SHARED SECURITY AGREEMENT SUPPLEMENT

                                  [Date of Shared Security Agreement Supplement]

Wilmington Trust Company, as Corporate Trustee and
John M. Beeson, Jr., as Individual Trustee
  for the Representatives and the
  Shared Secured Parties referred to in the
  Shared Security Agreement referred to below
  ____________________________
  ____________________________
  Attn: ______________________

                              Dynegy Holdings Inc.

Ladies and Gentlemen:

          Reference is made to (i) the Credit Agreement dated as of April 1,
2003 (as amended, amended and restated, supplemented or otherwise modified from
time to time, the "Credit Agreement"), among Dynegy Holdings Inc., a Delaware
corporation, as the Borrower, the Lenders party thereto, Bank One, NA (main
office Chicago), as Collateral Agent, Citibank, N.A. and Bank of America, N.A.,
as Administrative Agents (in such capacity, the "Agents"), (ii) the Shared
Security Agreement dated April 1, 2003 (as amended, amended and restated,
supplemented or otherwise modified from time to time, the "Shared Security
Agreement") made by the Grantors from time to time party thereto in favor of
Wilmington Trust Company, not in its individual capacity but solely as corporate
trustee (the "Corporate Trustee") and John M. Beeson, Jr., not in his individual
capacity but solely as individual trustee (the "Individual Trustee" and together
with the Corporate Trustee, the "Collateral Trustees") and (iii) the Collateral
Trust and Intercreditor Agreement dated April 1, 2003 (as amended, amended and
restated, supplemented or otherwise modified from time to time, the "Collateral
Trust Agreement") made by the Grantors from time to time party thereto in favor
of the Collateral Trustees, for the Representatives and the Shared Secured
Parties. Terms defined in the Credit Agreement or the Shared Security Agreement
and not otherwise defined herein are used herein as defined in the Credit
Agreement or the Shared Security Agreement or the Collateral Trust Agreement.

          SECTION 1. Grant of Security. The undersigned hereby grants to the
Collateral Trustees, for the ratable benefit of the Representatives and the
Shared Secured Parties, a security interest in, all of its right, title and
interest in and to all of the Shared Collateral of the undersigned, whether now
owned or hereafter acquired by the undersigned, wherever located and whether now
or hereafter existing or arising, including, without limitation, the property
and

<PAGE>

                                        2

assets of the undersigned set forth on the attached supplemental schedules to
the Schedules to the Shared Security Agreement.

          SECTION 2. Security for Obligations. The grant of a security interest
in, the Shared Collateral by the undersigned under this Shared Security
Agreement Supplement and the Shared Security Agreement secures the payment of
all Shared Secured Obligations, whether direct or indirect, absolute or
contingent, and whether for principal, reimbursement obligations, interest,
premiums, penalties, fees, indemnifications, contract causes of action, costs,
expenses or otherwise.

          SECTION 3. Supplements to Shared Security Agreement Schedules. The
undersigned has attached hereto supplemental Schedules I through VI to Schedules
I through VI, respectively, to the Shared Security Agreement, and the
undersigned hereby certifies, as of the date first above written, that such
supplemental schedules have been prepared by the undersigned in substantially
the form of the equivalent Schedules to the Shared Security Agreement and are
complete and correct in all material respects.

          SECTION 4. Representations and Warranties. The undersigned hereby
makes each representation and warranty set forth in Section 8 of the Shared
Security Agreement (as supplemented by the attached supplemental schedules) to
the same extent as each other Grantor.

          SECTION 5. Obligations Under the Shared Security Agreement. The
undersigned hereby agrees, as of the date first above written, to be bound as a
Grantor by all of the terms and provisions of the Shared Security Agreement to
the same extent as each of the other Grantors. The undersigned further agrees,
as of the date first above written, that each reference in the Shared Security
Agreement to an "Additional Grantor" or a "Grantor" shall also mean and be a
reference to the undersigned.

          SECTION 6. Governing Law. This Shared Security Agreement Supplement
shall be governed by, and construed in accordance with, the laws of the State of
New York.

                                              Very truly yours,

                                              [NAME OF ADDITIONAL GRANTOR]


                                              By _______________________________
                                                 Title:

                                                      Address for notices:
                                                      ________________________
                                                      ________________________
                                                      ________________________

<PAGE>

                                                                Exhibit B to the
                                                       Shared Security Agreement

                        FORM OF ACCOUNT CONTROL AGREEMENT
                      (Deposit Account/Securities Account)

          ACCOUNT CONTROL AGREEMENT (this "Agreement") dated as of ________,
____, among____________, a ___________ (the "Grantor"), Wilmington Trust
Company, not in its individual capacity but solely as corporate trustee (the
"Corporate Trustee") and John M. Beeson, Jr., not in his individual capacity but
solely as individual trustee (the "Individual Trustee" and together with the
Corporate Trustee, the "Secured Party"), and _________, a _________
("____________"), as securities intermediary and depository bank (the "Account
Holder").

PRELIMINARY STATEMENTS:

          (1)   The Grantor has granted the Secured Party a security interest
(the "Security Interest") in the following accounts maintained by the Account
Holder for the Grantor (each, an "Account" and collectively, the "Accounts"):

           [Insert account numbers and other identifying information.]

          (2)   Terms defined in Article 8 or 9 of the Uniform Commercial Code
in effect in the State of New York ("N.Y. Uniform Commercial Code") are used in
this Agreement as such terms are defined in such Article 8 or 9.

          NOW, THEREFORE, in consideration of the premises and of the mutual
agreements contained herein, the parties hereto hereby agree as follows:

          SECTION 1. The Accounts. The Grantor and Account Holder represent and
warrant to, and agrees with, the Secured Party that:

          (a)   The Account Holder maintains each Account for the Grantor, and
     all property (including, without limitation, all funds and financial
     assets) held by the Account Holder for the account of the Grantor are, and
     will continue to be, credited to an Account in accordance with instructions
     given by the Grantor (unless otherwise provided herein).

          (b)   To the extent that funds are credited to any Account, such
     Account is a deposit account; and to the extent that financial assets are
     credited to any Account, such Account is a securities account. The Account
     Holder is (i) the bank with which each Account that is a deposit account is
     maintained and (ii) the securities intermediary with respect to financial
     assets held in any Account that is a securities account. The Grantor is (x)
     the Account Holder's customer with respect to the Accounts and (y) the
     entitlement holder with respect to financial assets credited from time to
     time to any Account.

<PAGE>

                                        2

          (c)   Notwithstanding any other agreement to the contrary, the Account
     Holder's jurisdiction with respect to each Account for purposes of the N.Y.
     Uniform Commercial Code is, and will continue to be for so long as the
     Security Interest shall be in effect, the State of New York.

          (d)   The Grantor and Account Holder do not know of any claim to or
     interest in any Account or any property (including, without limitation,
     funds and financial assets) credited to any Account, except for claims and
     interests of the parties referred to in this Agreement.

          SECTION 2. Control by Secured Party. The Account Holder will comply
with (i) all instructions directing disposition of the funds in any and all of
the Accounts, (ii) all notifications and entitlement orders that the Account
Holder receives directing it to transfer or redeem any financial asset in any
and all of the Accounts, and (iii) all other directions concerning any and all
of the Accounts, including, without limitation, directions to distribute to the
Secured Party proceeds of any such transfer or redemption or interest or
dividends on property in any and all of the Accounts (any such instruction,
notification or direction referred to in clause (i), (ii) or (iii) above being
an "Account Direction"), in each case of clauses (i), (ii) and (iii) above
originated by the Secured Party without further consent by the Grantor or any
other Person.

          SECTION 3. Grantor's Rights in Accounts. (a) Except as otherwise
provided in this Section 3, the Account Holder will comply with Account
Directions and other directions concerning each Account originated by the
Grantor without further consent by the Secured Party.

          (b)   Until the Account Holder receives a notice from the Secured
Party that the Secured Party will exercise exclusive control over any Account (a
"Notice of Exclusive Control" with respect to such Account), the Account Holder
comply with Account Directions from the Grantor.

          (c)   If the Account Holder receives from the Secured Party a Notice
of Exclusive Control with respect to any Account, the Account Holder will comply
only with Account Directions originated by the Secured Party and will cease:

          (i)   complying with Account Directions or other directions concerning
     such Account originated by the Grantor and

          (ii)  distributing to the Grantor interest and dividends on property
     (including, without limitation, funds and financial assets) in such
     Account.

          SECTION 4. Priority of Secured Party's Security Interest. (a) The
Account Holder (i) subordinates to the Security Interest and in favor of the
Secured Party any security interest, lien, or right of recoupment or setoff that
the Account Holder may have, now or in the future, against any Account or
property (including, without limitation, any funds and financial assets)
credited to any Account, and (ii) agrees that it will not exercise any right in
respect of any such security interest or lien or any such right of recoupment or
setoff until the Security Interest is terminated, except that the Account Holder
(A) will retain its prior security interest and lien on property credited to any
Account, (B) may exercise any right in respect of such security interest or
lien, and (C) may exercise any right of recoupment or setoff against any
Account, in the case

<PAGE>

                                        3

of clauses (A), (B) and (C) above, to secure or to satisfy, and only to secure
or to satisfy, payment (x) for such property, (y) for its customary fees and
expenses for the routine maintenance and operation of such Account, and (z) if
such Account is a deposit account, for the face amount of any items that have
been credited to such Account but are subsequently returned unpaid because of
uncollected or insufficient funds.

          (b)   The Account Holder will not enter into any other agreement with
any Person relating to Account Directions or other directions with respect to
any Account.

          SECTION 5. Statements, Confirmations, and Notices of Adverse Claims.

          (a)   The Account Holder will send copies of all statements and
confirmations for each Account simultaneously to the Secured Party and the
Grantor.

          (b)   When the Account Holder knows of any claim or interest in any
Account or any property (including, without limitation, funds and financial
assets) credited to any Account other than the claims and interests of the
parties referred to in this Agreement, the Account Holder will promptly notify
the Secured Party and the Grantor of such claim or interest.

          SECTION 6. The Account Holder's Responsibility. (a) Except for
permitting a withdrawal, delivery, or payment in violation of Section 3, the
Account Holder will not be liable to the Secured Party for complying with
Account Directions or other directions concerning any Account from the Grantor
that are received by the Account Holder before the Account Holder receives and
has a reasonable opportunity to act on a Notice of Exclusive Control.

          (b)   The Account Holder will not be liable to the Grantor or the
Secured Party for complying with a Notice of Exclusive Control or with an
Account Direction or other direction concerning any Account originated by the
Secured Party, even if the Grantor notifies the Account Holder that the Secured
Party is not legally entitled to issue the Notice of Exclusive Control or
Account Direction or such other direction unless the Account Holder takes the
action after it is served with an injunction, restraining order, or other legal
process enjoining it from doing so, issued by a court of competent jurisdiction,
and had a reasonable opportunity to act on the injunction, restraining order or
other legal process.

          (c)   This Agreement does not create any obligation of the Account
Holder except for those expressly set forth in this Agreement and, in the case
of any Account that is a securities account, in Part 5 of Article 8 of the N.Y.
Uniform Commercial Code and, in the case of any Account that is a deposit
account, in Article 4 of the N.Y. Uniform Commercial Code. In particular, the
Account Holder need not investigate whether the Secured Party is entitled under
the Secured Party's agreements with the Grantor to give an Account Direction or
other direction concerning any Account or a Notice of Exclusive Control. The
Account Holder may rely on notices and communications it believes given by the
appropriate party.

          SECTION 7. Indemnity. The Grantor will indemnify the Account Holder,
its officers, directors, employees and agents against claims, liabilities and
expenses arising out of this Agreement (including, without limitation,
reasonable attorney's fees and disbursements), except to the extent the claims,
liabilities or expenses are caused by the Account Holder's gross

<PAGE>

                                        4

negligence or willful misconduct as found by a court of competent jurisdiction
in a final, non-appealable judgment.

          SECTION 8. Termination; Survival. (a) The Secured Party may terminate
this Agreement by notice to the Account Holder and the Grantor. If the Secured
Party notifies the Account Holder that the Security Interest has terminated,
this Agreement will immediately terminate.

          (b)   The Account Holder may terminate this Agreement on 60 days'
prior notice to the Secured Party and the Grantor, provided that before such
termination the Account Holder and the Grantor shall make arrangements to
transfer the property (including, without limitation, all funds and financial
assets) credited to each Account to another Account Holder that shall have
executed, together with the Grantor, a control agreement in favor of the Secured
Party in respect of such property in substantially the form of this Agreement or
otherwise in form and substance satisfactory to the Secured Party.

          (c)   Sections 6 and 7 will survive termination of this Agreement.

          SECTION 9. Governing Law. This Agreement and each Account will be
governed by the law of the State of New York. The Account Holder and the Grantor
may not change the law governing any Account without the Secured Party's express
prior written agreement.

          SECTION 10. Entire Agreement. This Agreement is the entire agreement,
and supersedes any prior agreements, and contemporaneous oral agreements, of the
parties concerning its subject matter.

          SECTION 11. Amendments. No amendment of, or waiver of a right under,
this Agreement will be binding unless it is in writing and signed by the party
to be charged.

          SECTION 12. Financial Assets. The Account Holder agrees with the
Secured Party and the Grantor that, to the fullest extent permitted by
applicable law, all property (other than funds) credited from time to time to
any Account will be treated as financial assets under Article 8 of the N.Y.
Uniform Commercial Code.

          SECTION 13. Notices. A notice or other communication to a party under
this Agreement will be in writing (except that Account Directions may be given
orally), will be sent to the party's address set forth under its name below or
to such other address as the party may notify the other parties and will be
effective on receipt.

          SECTION 14. Binding Effect. This Agreement shall become effective when
it shall have been executed by the Grantor, the Secured Party and the Account
Holder, and thereafter shall be binding upon and inure to the benefit of the
Grantor, the Secured Party and the Account Holder and their respective
successors and assigns.

          SECTION 15. Execution in Counterparts. This Agreement may be executed
in any number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed shall be deemed to be an original
and all of which taken together shall

<PAGE>

                                        5

constitute one and the same agreement. Delivery of an executed counterpart of a
signature page to this Agreement by telecopier shall be effective as delivery of
an original executed counterpart of this Agreement.

          IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed by their respective officers thereunto duly authorized, as of the
date first above written.

                                                   [NAME OF GRANTOR]

                                                   By _________________________
                                                      Name:
                                                      Title:

                                                   Address:
                                                   ____________________________
                                                   ____________________________

                                                   WILMINGTON TRUST COMPANY, as
                                                   Corporate Trustee

                                                   By _________________________
                                                      Name:
                                                      Title:

                                                   Address:
                                                   ____________________________
                                                   ____________________________

                                                   JOHN M. BEESON, JR.,
                                                   as Individual Trustee

                                                   By _________________________
                                                      Name:
                                                      Title:

                                                   Address:
                                                   ____________________________
                                                   ____________________________

<PAGE>

                                        6

                                                    [NAME OF ACCOUNT HOLDER]

                                                    By _________________________
                                                       Name:
                                                       Title:

                                                    Address:
                                                    ____________________________
                                                    ____________________________

<PAGE>

                                                                Exhibit C to the
                                                       Shared Security Agreement

                  FORM OF SECURITIES ACCOUNT CONTROL AGREEMENT

          CONTROL AGREEMENT dated as of ________, ____, among____________, a
___________ (the "Grantor"), Wilmington Trust Company, not in its individual
capacity but solely as corporate trustee (the "Corporate Trustee") and John M.
Beeson, Jr., not in his individual capacity but solely as individual trustee
(the "Individual Trustee" and together with the Corporate Trustee, the "Secured
Party"), [___________, a ___________, as Control Agent (the "Control Agent")]
and _________, a _________ ("____________"), as securities intermediary (the
"Securities Intermediary").

PRELIMINARY STATEMENTS:

          (1)   The Grantor has granted the Secured Party a security interest
(the "Security Interest") in account no. _______________ maintained by the
Securities Intermediary for the Grantor (the "Account").

          (2)   Terms defined in Article 8 or 9 of the Uniform Commercial Code
in effect in the State of New York ("N.Y. Uniform Commercial Code") are used in
this Agreement as such terms are defined in such Article 8 or 9.

          NOW, THEREFORE, in consideration of the premises and of the mutual
agreements contained herein, the parties hereto hereby agree as follows:

          SECTION 1. The Account. The Grantor and Securities Intermediary
represent and warrant to, and agree with, the Grantor and the Secured Party
that:

          (a)   The Securities Intermediary maintains the Account for the
     Grantor, and all property held by the Securities Intermediary for the
     account of the Grantor is, and will continue to be, credited to the
     Account.

          (b)   The Account is a securities account. The Securities Intermediary
     is the securities intermediary with respect to the property credited from
     time to time to the Account. The Grantor is the entitlement holder with
     respect to the property credited from time to time to the Account.

          (c)   The State of New York is, and will continue to be, the
     Securities Intermediary's jurisdiction of organization for purposes of
     Section 8-110(e) of the UCC so long as the Security Interest shall remain
     in effect.

          (d)   Exhibit A attached hereto is a statement of the property
     credited to the Account on the date hereof.

<PAGE>

                                        2

          (e)   The Grantor and Securities Intermediary do not know of any claim
     to or interest in the Account or any property credited to the Account,
     except for claims and interests of the parties referred to in this
     Agreement.

          SECTION 2. Control by [Secured Party][Control Agent]. [a] The
Securities Intermediary will comply with all notifications it receives directing
it to transfer or redeem any property in the Account (each an "Entitlement
Order") or other directions concerning the Account (including, without
limitation, directions to distribute to the Secured Party proceeds of any such
transfer or redemption or interest or dividends on property in the Account)
originated by the [Secured Party] [Control Agent] without further consent by the
Grantor or any other person.

          [(b)  The Control Agent hereby acknowledges that is shall maintain and
exercise control of the Account on behalf of the Secured Party.]

          SECTION 3. Grantor's Rights in Account. (a) Except as otherwise
provided in this Section 3, the Securities Intermediary will comply with
Entitlement Orders originated by the Grantor without further consent by the
[Secured Party] [Control Agent].

          (b)   Until the Securities Intermediary receives a notice from the
[Secured Party] [Control Agent] that the [Secured Party] [Control Agent] will
exercise exclusive control over the Account (a "Notice of Exclusive Control"),
the Securities Intermediary may comply with Entitlement Orders originated by the
Grantor.

          (c)   If the Securities Intermediary receives from the [Secured Party]
[Control Agent] a Notice of Exclusive Control, the Securities Intermediary will
cease:

          (i)   complying with Entitlement Orders or other directions concerning
     the Account originated by the Grantor and

          (ii)  distributing to the Grantor interest and dividends on property
     in the Account.

          SECTION 4. Priority of Secured Party's Security Interest. (a) The
Securities Intermediary subordinates in favor of the Secured Party any security
interest, lien, or right of setoff it may have, now or in the future, against
the Account or property in the Account, except that the Securities Intermediary
will retain its prior lien on property in the Account to secure payment for
property purchased for the Account and normal commissions and fees for the
Account.

          (b)   The Securities Intermediary will not agree with any Person not
party to this Agreement that the Securities Intermediary will comply with
Entitlement Orders originated by such Person.

          SECTION 5. Statements, Confirmations, and Notices of Adverse Claims.
(a) The Securities Intermediary will send copies of all statements and
confirmations for the Account simultaneously to the Grantor[, the Control Agent]
and the Secured Party.

<PAGE>

                                        3

          (b)   When the Securities Intermediary knows of any claim or interest
in the Account or any property credited to the Account other than the claims and
interests of the parties referred to in this Agreement, the Securities
Intermediary will promptly notify [the Control Agent,] the Secured Party and the
Grantor of such claim or interest.

          SECTION 6. The Securities Intermediary's Responsibility. (a) Except
for permitting a withdrawal, delivery, or payment in violation of Section 3, the
Securities Intermediary will not be liable to [the Control Agent or] the Secured
Party for complying with Entitlement Orders or other directions concerning the
Account from the Grantor that are received by the Securities Intermediary before
the Securities Intermediary receives and has a reasonable opportunity to act on
a Notice of Exclusive Control.

          (b)   The Securities Intermediary will not be liable to the Grantor or
the Secured Party for complying with a Notice of Exclusive Control or with an
Entitlement Order or other direction concerning the Account originated by the
[Secured Party] [Control Agent], even if the Grantor notifies the Securities
Intermediary that the [Secured Party] [Control Agent] is not legally entitled to
issue the Notice of Exclusive Control or Entitlement Order or such other
direction unless the Securities Intermediary takes the action after it is served
with an injunction, restraining order, or other legal process enjoining it from
doing so, issued by a court of competent jurisdiction, and had a reasonable
opportunity to act on the injunction, restraining order or other legal process.

          (c)   This Agreement does not create any obligation of the Securities
Intermediary except for those expressly set forth in this Agreement and in Part
5 of Article 8 of the N.Y. Uniform Commercial Code. In particular, the
Securities Intermediary need not investigate whether the [Secured Party]
[Control Agent] is entitled under the [Secured Party's] [Control Agent's]
agreements with the Grantor [or Secured Party] to give an Entitlement Order or
other direction concerning the Account or a Notice of Exclusive Control. The
Securities Intermediary may rely on notices and communications it believes given
by the appropriate party.

          SECTION 7. Indemnity. The Grantor will indemnify the Securities
Intermediary, its officers, directors, employees and agents against claims,
liabilities and expenses arising out of this Agreement (including, without
limitation, reasonable attorney's fees and disbursements), except to the extent
the claims, liabilities or expenses are caused by the Securities Intermediary's
gross negligence or willful misconduct as found by a court of competent
jurisdiction in a final, non-appealable judgment.

          SECTION 8. Termination; Survival. (a) The Secured Party may terminate
this Agreement by notice to [the Control Agent,] the Securities Intermediary and
the Grantor. If the Secured Party notifies the Securities Intermediary that the
Security Interest has terminated, this Agreement will immediately terminate.

          (b)   The Securities Intermediary may terminate this Agreement on 60
days' prior notice to [the Control Agent,] the Secured Party and the Grantor,
provided that before such termination the Securities Intermediary and the
Grantor shall make arrangements to transfer the property in the Account to
another securities intermediary that shall have executed, together with [the
Control Agent and] the Grantor, a control agreement in favor of [the Control
Agent and] the

<PAGE>

                                        4

Secured Party in respect of such property in substantially the form of this
Agreement or otherwise in form and substance satisfactory to the Secured Party.

          [(c)  The Control Agent may terminate this Agreement on 60 days' prior
notice to the Securities Intermediary, the Secured Party and the Grantor,
provided that before such termination, the Securities Intermediary, the Secured
Party and the Grantor shall make arrangements for another Person to assume the
rights and obligations of the Control Agent hereunder, and such Person shall
have executed, together with the Securities Intermediary, the Secured Party and
the Grantor, a control agreement in favor of such Person and the Secured Party
in substantially the form of this Agreement or otherwise in form and substance
satisfactory to the Secured Party.]

          [(c)] [(d)] Sections 6 and 7 will survive termination of this
Agreement.

          SECTION 9. Governing Law. This Agreement and the Account will be
governed by the law of the State of New York. [The] [None of the] Securities
Intermediary [, the Control Agent, nor] [and] the Grantor may [not] change the
law governing the Account without the Secured Party's express prior written
agreement.

          SECTION 10. Entire Agreement. This Agreement is the entire agreement,
and supersedes any prior agreements, and contemporaneous oral agreements, of the
parties concerning its subject matter.

          SECTION 11. Amendments. No amendment of, or waiver of a right under,
this Agreement will be binding unless it is in writing and signed by the party
to be charged.

          SECTION 12. Financial Assets. The Securities Intermediary agrees with
[the Control Agent,] the Secured Party and the Grantor that, to the fullest
extent permitted by applicable law, all property credited from time to time to
the Account will be treated as financial assets under Article 8 of the N.Y.
Uniform Commercial Code.

          SECTION 13. Notices. A notice or other communication to a party under
this Agreement will be in writing (except that Entitlement Orders may be given
orally), will be sent to the party's address set forth under its name below or
to such other address as the party may notify the other parties and will be
effective on receipt.

          SECTION 14. Binding Effect. This Agreement shall become effective when
it shall have been executed by the Grantor, the Secured Party[, the Control
Agent] and the Securities Intermediary, and thereafter shall be binding upon and
inure to the benefit of the Grantor, the Secured Party[, the Control Agent] and
the Securities Intermediary and their respective successors and assigns.

          SECTION 15. Execution in Counterparts. This Agreement may be executed
in any number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed shall be deemed to be an original
and all of which taken together shall constitute one and the same agreement.
Delivery of an executed counterpart of a signature page to this Agreement by
telecopier shall be effective as delivery of an original executed counterpart of
this Agreement.

<PAGE>

                                        5

          IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed by their respective officers thereunto duly authorized, as of the
date first above written.

                                                   [NAME OF GRANTOR]


                                                   By _________________________
                                                      Title:

                                                   Address:
                                                   ____________________________
                                                   ____________________________

                                                   WILMINGTON TRUST COMPANY,
                                                   as Corporate Trustee

                                                   By:_________________________
                                                        Name:
                                                        Title:

                                                   Address:
                                                   ____________________________
                                                   ____________________________

                                                   JOHN M. BEESON, JR.,
                                                   as Individual Trustee

                                                   By:_________________________
                                                        Name:
                                                        Title:

                                                   Address:
                                                   ____________________________
                                                   ____________________________

                                                   [NAME OF CONTROL AGENT], as
                                                    Control Agent

                                                   By _________________________
                                                      Title:

<PAGE>

                                        6

                                                   Address:
                                                   ____________________________
                                                   ____________________________

                                                   [NAME OF SECURITIES
                                                   INTERMEDIARY]


                                                   By _________________________
                                                      Title:

                                                   Address:
                                                   ____________________________
                                                   ____________________________

<PAGE>

                                                                Exhibit D to the
                                                       Shared Security Agreement

                   FORM OF COMMODITY ACCOUNT CONTROL AGREEMENT

          CONTROL AGREEMENT dated as of ________, ____, among____________, a
___________ (the "Grantor"), Wilmington Trust Company, not in its individual
capacity but solely as corporate trustee (the "Corporate Trustee") and John M.
Beeson, Jr., not in his individual capacity but solely as individual trustee
(the "Individual Trustee" and together with the Corporate Trustee, the "Secured
Party"), and _________, a _________ ("____________"), as commodity intermediary
(the "Commodity Intermediary").

PRELIMINARY STATEMENTS:

          (1)   The Grantor has granted the Secured Party a security interest
     (the "Security Interest") in account no. _______________ maintained by the
     Commodity Intermediary for the Grantor (the "Account").

          (2)   Terms defined in Article 8 or 9 of the Uniform Commercial Code
     in effect in the State of New York ("N.Y. Uniform Commercial Code") are
     used in this Agreement as such terms are defined in such Article 8 or 9.

          NOW, THEREFORE, in consideration of the premises and of the mutual
agreements contained herein, the parties hereto hereby agree as follows:

          SECTION 1. The Account. The Grantor and the Commodity Intermediary
represent and warrant to, and agree with, the Grantor and the Secured Party
that:

          (a)   The Commodity Intermediary maintains the Account for the
     Grantor, and all commodity contracts held by the Commodity Intermediary for
     the account of the Grantor is, and will continue to be, carried in the
     Account.

          (b)   The Account is a commodity account. The Commodity Intermediary
     is the commodity intermediary with respect to the commodity contracts
     carried from time to time in the Account. The Grantor is the commodity
     customer with respect to the commodity contracts carried from time to time
     in the Account.

          (c)   The State of New York is, and will continue to be, the Commodity
     Intermediary's jurisdiction of organization for purposes of Section
     9-305(b) of the UCC so long as the Security Interest shall remain in
     effect.

          (d)   Exhibit A attached hereto is a statement of the commodity
     contracts carried in the Account on the date hereof.

<PAGE>

                                        2

          (e)   The Grantor and Commodity Intermediary do not know of any claim
     to or interest in the Account or any commodity contract carried in the
     Account, except for claims and interests of the parties referred to in this
     Agreement.

          SECTION 2. Control by Secured Party. The Commodity Intermediary will
comply with all notifications it receives directing it to apply any value
distributed on account of any commodity contract or contracts carried in the
Account (each an "Entitlement Order") or other directions concerning the Account
originated by the Secured Party without further consent by the Grantor or any
other person.

          SECTION 3. Grantor's Rights in Account.

          (a)   Except as otherwise provided in this Section 3, the Commodity
Intermediary will comply with Entitlement Orders originated by the Grantor
without further consent by the Secured Party.

          (b)   Until the Commodity Intermediary receives a notice from the
Secured Party that the Secured Party will exercise exclusive control over the
Account (a "Notice of Exclusive Control"), the Commodity Intermediary may act on
any Entitlement Orders or other directions originated by the Grantor concerning
the Account.

          (c)   If the Commodity Intermediary receives from the Secured Party a
Notice of Exclusive Control, the Commodity Intermediary will cease:

          (i)   complying with Entitlement Orders or other directions concerning
     the Account originated by the Grantor and

          (ii)  distributing to the Grantor any value distributed on account of
     any commodity contract carried in the Account.

          SECTION 4. Priority of Secured Party's Security Interest. (a) The
Commodity Intermediary subordinates in favor of the Secured Party any security
interest, lien, or right of setoff it may have, now or in the future, against
the Account or commodity contracts carried in the Account, except that the
Commodity Intermediary will retain its prior lien on commodity contracts in the
Account to secure payment for commodity contracts purchased for the Account and
normal commissions and fees for the Account.

          (b)   The Commodity Intermediary will not agree with any third party
that the Commodity Intermediary will comply with Entitlement Orders originated
by the third party.

          SECTION 5. Statements, Confirmations, and Notices of Adverse Claims.
(a) The Commodity Intermediary will send copies of all statements and
confirmations for the Account simultaneously to the Grantor and the Secured
Party.

          (b)   When the Commodity Intermediary knows of any claim or interest
in the Account or any commodity contracts carried in the Account other than the
claims and interests of the parties referred to in this Agreement, the Commodity
Intermediary will promptly notify the Secured Party and the Grantor of such
claim or interest.

<PAGE>

                                        3

          SECTION 6. The Commodity Intermediary's Responsibility. (a) The
Commodity Intermediary will not be liable to the Secured Party for complying
with Entitlement Orders or other directions concerning the Account from the
Grantor that are received by the Commodity Intermediary before the Commodity
Intermediary receives and has a reasonable opportunity to act on a Notice of
Exclusive Control.

          (b)   The Commodity Intermediary will not be liable to the Grantor for
complying with a Notice of Exclusive Control or with an Entitlement Order or
other direction concerning the Account originated by the Secured Party, even if
the Grantor notifies the Commodity Intermediary that the Secured Party is not
legally entitled to issue the Notice of Exclusive Control or Entitlement Order
or such other direction unless the Commodity Intermediary takes the action after
it is served with an injunction, restraining order, or other legal process
enjoining it from doing so, issued by a court of competent jurisdiction, and had
a reasonable opportunity to act on the injunction, restraining order or other
legal process.

          (c)   This Agreement does not create any obligation of the Commodity
Intermediary except for those expressly set forth in this Agreement. In
particular, the Commodity Intermediary need not investigate whether the Secured
Party is entitled under the Secured Party's agreements with the Grantor to give
an Entitlement Order or other direction concerning the Account or a Notice of
Exclusive Control. The Commodity Intermediary may rely on notices and
communications it believes given by the appropriate party.

          SECTION 7. Indemnity. The Grantor will indemnify the Commodity
Intermediary, its officers, directors, employees and agents against claims,
liabilities and expenses arising out of this Agreement (including, without
limitation, reasonable attorney's fees and disbursements), except to the extent
the claims, liabilities or expenses are caused by the Commodity Intermediary's
gross negligence or willful misconduct as found by a court of competent
jurisdiction in a final non-appealable judgment.

          SECTION 8. Termination; Survival. (a) The Secured Party may terminate
this Agreement by notice to the Commodity Intermediary and the Grantor. If the
Secured Party notifies the Commodity Intermediary that the Security Interest has
terminated, this Agreement will immediately terminate.

          (b)   The Commodity Intermediary may terminate this Agreement on 60
days' prior notice to the Secured Party and the Grantor, provided that before
such termination the Commodity Intermediary and the Grantor shall make
arrangements to transfer the commodity contracts carried in the Account to
another commodity intermediary that shall have executed, together with the
Grantor, a control agreement in favor of the Secured Party in respect of such
commodity contracts in substantially the form of this Agreement or otherwise in
form and substance satisfactory to the Secured Party.

          (c)   Sections 6 and 7 will survive termination of this Agreement.

          SECTION 9. Governing Law. This Agreement and the Account will be
governed by the law of the State of New York. The Commodity Intermediary and the
Grantor

<PAGE>

                                        4

may not change the law governing the Account without the Secured Party's express
prior written agreement.

          SECTION 10. Entire Agreement. This Agreement is the entire agreement,
and supersedes any prior agreements, and contemporaneous oral agreements, of the
parties concerning its subject matter.

          SECTION 11. Amendments. No amendment of, or waiver of a right under,
this Agreement will be binding unless it is in writing and signed by the party
to be charged.

          SECTION 12. Commodity Contracts. The Commodity Intermediary agrees
with the Secured Party and the Grantor that, to the fullest extent permitted by
applicable law, all property carried from time to time in the Account will be
treated as commodity contracts under Article 8 of the N.Y. Uniform Commercial
Code.

          SECTION 13. Notices. A notice or other communication to a party under
this Agreement will be in writing (except that Entitlement Orders may be given
orally), will be sent to the party's address set forth under its name below or
to such other address as the party may notify the other parties and will be
effective on receipt.

          SECTION 14. Binding Effect. This Agreement shall become effective when
it shall have been executed by the Grantor, the Secured Party and the Commodity
Intermediary, and thereafter shall be binding upon and inure to the benefit of
the Grantor, the Secured Party and the Commodity Intermediary and their
respective successors and assigns.

          SECTION 15. Execution in Counterparts. This Agreement may be executed
in any number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed shall be deemed to be an original
and all of which taken together shall constitute one and the same agreement.
Delivery of an executed counterpart of a signature page to this Agreement by
telecopier shall be effective as delivery of an original executed counterpart of
this Agreement.

          IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed by their respective officers thereunto duly authorized, as of the
date first above written.

                                                   [NAME OF GRANTOR]

                                                   By _________________________
                                                      Title:

                                                   Address:
                                                   ____________________________
                                                   ____________________________

<PAGE>

                                        5

                                                   WILMINGTON TRUST COMPANY,
                                                   as Corporate Trustee

                                                   By:_________________________
                                                        Name:
                                                        Title:

                                                   Address:
                                                   ____________________________
                                                   ____________________________

                                                   JOHN M. BEESON, JR.,
                                                   as Individual Trustee

                                                   By:_________________________
                                                        Name:
                                                        Title:

                                                   Address:
                                                   ____________________________
                                                   ____________________________

                                                   [NAME OF COMMODITY
                                                   INTERMEDIARY]

                                                   By _________________________
                                                      Title:

                                                   Address:
                                                   ____________________________
                                                   ____________________________

<PAGE>

                                                                Exhibit E to the
                                                       Shared Security Agreement

             FORM OF INTELLECTUAL PROPERTY SHARED SECURITY AGREEMENT

          This INTELLECTUAL PROPERTY SHARED SECURITY AGREEMENT (as amended,
amended and restated, supplemented or otherwise modified from time to time, this
"IP Shared Security Agreement") dated ________, ____, is made by the Persons
listed on the signature pages hereof (collectively, the "Grantors") in favor of
Wilmington Trust Company, not in its individual capacity but solely as corporate
trustee (the "Corporate Trustee") and John M. Beeson, Jr., not in his individual
capacity but solely as individual trustee (the "Individual Trustee" and together
with the Corporate Trustee, the "Collateral Trustees") as trustees under the
Collateral Trust and Intercreditor Agreement dated April 1, 2003 (as such
agreement may be amended, supplemented or otherwise modified hereafter from time
to time, the "Collateral Trust Agreement"), among the Grantors and the
Collateral Trustees.

          WHEREAS, Dynegy Holdings Inc., a Delaware corporation, has entered
into a Credit Agreement dated as of April 1, 2003 (as amended, amended and
restated, supplemented or otherwise modified from time to time, the "Credit
Agreement"), with Citibank, N.A. and Bank of America, N.A., as Administrative
Agents, the Collateral Trustees, and the Lenders party thereto. Terms defined in
the Credit Agreement and not otherwise defined herein are used herein as defined
in the Credit Agreement.

          WHEREAS, as a condition precedent to the making of Borrowings and the
issuance of Letters of Credit by the Lenders under the Credit Agreement, each
Grantor has executed and delivered that certain Shared Security Agreement dated
April 1, 2003 made by the Grantors to the Collateral Trustees (as amended,
amended and restated, supplemented or otherwise modified from time to time, the
"Shared Security Agreement").

          WHEREAS, under the terms of the Shared Security Agreement, the
Grantors have granted to the Collateral Trustees, for the ratable benefit of the
Representatives and the Shared Secured Parties, a security interest in, among
other property, certain intellectual property of the Grantors, and have agreed
as a condition thereof to execute this IP Shared Security Agreement for
recording with the U.S. Patent and Trademark Office, the United States Copyright
Office and other governmental authorities.

          NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, each Grantor agrees as follows:

          SECTION 1. Grant of Security. Each Grantor hereby grants to the
Collateral Trustees for the ratable benefit of the Representatives and the
Shared Secured Parties a security interest in all of such Grantor's right, title
and interest in and to the following (the "Collateral"):

          (i)   the patents and patent applications set forth in Schedule A
     hereto (the "Patents");

          (ii)  the trademark and service mark registrations and applications
     set forth in Schedule B hereto (provided that no security interest shall be
     granted in United States

<PAGE>

                                        2

     intent-to-use trademark applications to the extent that, and solely during
     the period in which, the grant of a security interest therein would impair
     the validity or enforceability of such intent-to-use trademark applications
     under applicable federal law), together with the goodwill symbolized
     thereby (the "Trademarks");

          (iii) all copyrights, whether registered or unregistered, now owned or
     hereafter acquired by such Grantor, including, without limitation, the
     copyright registrations and applications and exclusive copyright licenses
     set forth in Schedule C hereto (the "Copyrights");

          (iv)  all reissues, divisions, continuations, continuations-in-part,
     extensions, renewals and reexaminations of any of the foregoing, all rights
     in the foregoing provided by international treaties or conventions, all
     rights corresponding thereto throughout the world and all other rights of
     any kind whatsoever of such Grantor accruing thereunder or pertaining
     thereto;

          (v)   any and all claims for damages and injunctive relief for past,
     present and future infringement, dilution, misappropriation, violation,
     misuse or breach with respect to any of the foregoing, with the right, but
     not the obligation, to sue for and collect, or otherwise recover, such
     damages; and

          (vi)  any and all proceeds of, collateral for, income, royalties and
     other payments now or hereafter due and payable with respect to, and
     supporting obligations relating to, any and all of the Collateral of or
     arising from any of the foregoing.

          SECTION 2. Security for Obligations. The grant of a security interest
in, the Collateral by each Grantor under this IP Shared Security Agreement
secures the payment of all Shared Secured Obligations, whether direct or
indirect, absolute or contingent, and whether for principal, reimbursement
obligations, interest, premiums, penalties, fees, indemnifications, contract
causes of action, costs, expenses or otherwise.

          SECTION 3. Recordation. Each Grantor authorizes and requests that the
Register of Copyrights, the Commissioner for Patents and the Commissioner for
Trademarks and any other applicable government officer record this IP Shared
Security Agreement.

          SECTION 4. Execution in Counterparts. This IP Shared Security
Agreement may be executed in any number of counterparts, each of which when so
executed shall be deemed to be an original and all of which taken together shall
constitute one and the same agreement.

          SECTION 5. Grants, Rights and Remedies. This IP Shared Security
Agreement has been entered into in conjunction with the provisions of the Shared
Security Agreement. Each Grantor does hereby acknowledge and confirm that the
grant of the security interest hereunder to, and the rights and remedies of, the
Collateral Trustees with respect to the Collateral are more fully set forth in
the Shared Security Agreement, the terms and provisions of which are
incorporated herein by reference as if fully set forth herein.

          SECTION 6. Governing Law. This IP Shared Security Agreement shall be
governed by, and construed in accordance with, the laws of the State of New
York.

<PAGE>

                                        3

          IN WITNESS WHEREOF, each Grantor has caused this IP Shared Security
Agreement to be duly executed and delivered by its officer thereunto duly
authorized as of the date first above written.

                                                   DYNEGY HOLDINGS INC.

                                                   By _________________________
                                                      Name:
                                                      Title:

                                                   Address for Notices:
                                                   ____________________________
                                                   ____________________________
                                                   ____________________________

                                                   [NAME OF GRANTOR]

                                                   By _________________________
                                                      Name:
                                                      Title:

                                                   Address for Notices:
                                                   ____________________________
                                                   ____________________________
                                                   ____________________________

                                                   [NAME OF GRANTOR]

                                                   By _________________________
                                                      Name:
                                                      Title:

                                                   Address for Notices:
                                                   ____________________________
                                                   ____________________________
                                                   ____________________________

                                                   [ETC.]

<PAGE>

                                                                Exhibit F to the
                                                       Shared Security Agreement

       FORM OF INTELLECTUAL PROPERTY SHARED SECURITY AGREEMENT SUPPLEMENT

          This INTELLECTUAL PROPERTY SHARED SECURITY AGREEMENT SUPPLEMENT (this
"IP Shared Security Agreement Supplement") dated ________, ____, is made by the
Person listed on the signature page hereof (the "Grantor") in favor of
Wilmington Trust Company, not in its individual capacity but solely as corporate
trustee (the "Corporate Trustee") and John M. Beeson, Jr., not in his individual
capacity but solely as individual trustee (the "Individual Trustee" and together
with the Corporate Trustee, the "Collateral Trustees") as trustees under the
Collateral Trust and Intercreditor Agreement dated April 1, 2003 (as such
agreement may be amended, supplemented or otherwise modified hereafter from time
to time, the "Collateral Trust Agreement") among the Grantors and the Collateral
Trustees.

          WHEREAS, DYNEGY HOLDINGS INC., a Delaware corporation, has entered
into a Credit Agreement dated as of April 1, 2003 (as amended, amended and
restated, supplemented or otherwise modified from time to time, the "Credit
Agreement"), with Citibank, N.A. and Bank of America, N.A., as Administrative
Agents, the Collateral Trustees, and the Lenders party thereto. Terms defined in
the Credit Agreement and not otherwise defined herein are used herein as defined
in the Credit Agreement.

          WHEREAS, pursuant to the Credit Agreement, the Grantor and certain
other Persons have executed and delivered that certain Shared Security Agreement
dated April 1, 2003 made by the Grantor and such other Persons to the Collateral
Trustees (as amended, amended and restated, supplemented or otherwise modified
from time to time, the "Shared Security Agreement") and that certain
Intellectual Property Shared Security Agreement dated ___ __, (as amended,
amended and restated, supplemented or otherwise modified from time to time, the
"IP Shared Security Agreement").

          WHEREAS, under the terms of the Shared Security Agreement, the Grantor
has granted to the Collateral Trustees, for the ratable benefit of the Shared
Secured Parties, a security interest in the Supplementary Collateral (as defined
in Section 1 below) of the Grantor and has agreed as a condition thereof to
execute this IP Shared Security Agreement Supplement for recording with the U.S.
Patent and Trademark Office, the United States Copyright Office and other
governmental authorities.

          NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Grantor agrees as follows:

          SECTION 1. Grant of Security. Each Grantor hereby grants to the
Collateral Trustees, for the ratable benefit of the Shared Secured Parties, a
security interest in all of such Grantor's right, title and interest in and to
the following (the "Supplementary Collateral"):

          (i)   the patents and patent applications set forth in Schedule A
     hereto (the "Patents");

<PAGE>

                                        2

          (ii)  the trademark and service mark registrations and applications
     set forth in Schedule B hereto (provided that no security interest shall be
     granted in United States intent-to-use trademark applications to the extent
     that, and solely during the period in which, the grant of a security
     interest therein would impair the validity or enforceability of such
     intent-to-use trademark applications under applicable federal law),
     together with the goodwill symbolized thereby (the "Trademarks");

          (iii) the copyright registrations and applications and exclusive
     copyright licenses set forth in Schedule C hereto (the "Copyrights");

          (iv)  all reissues, divisions, continuations, continuations-in-part,
     extensions, renewals and reexaminations of any of the foregoing, all rights
     in the foregoing provided by international treaties or conventions, all
     rights corresponding thereto throughout the world and all other rights of
     any kind whatsoever of such Grantor accruing thereunder or pertaining
     thereto;

          (v)   all any and all claims for damages and injunctive relief for
     past, present and future infringement, dilution, misappropriation,
     violation, misuse or breach with respect to any of the foregoing, with the
     right, but not the obligation, to sue for and collect, or otherwise
     recover, such damages; and

          (vi)  any and all proceeds of, collateral for, income, royalties and
     other payments now or hereafter due and payable with respect to, and
     supporting obligations relating to, any and all of the foregoing or arising
     from any of the foregoing.

          SECTION 2. Security for Obligations. The grant of a security interest
in the Supplementary Collateral by the Grantor under this IP Shared Security
Agreement Supplement secures the payment of all Shared Secured Obligations,
whether direct or indirect, absolute or contingent, and whether for principal,
reimbursement obligations, interest, premiums, penalties, fees,
indemnifications, contract causes of action, costs, expenses or otherwise.

          SECTION 3. Recordation. The Grantor authorizes and requests that the
Register of Copyrights, the Commissioner for Patents and the Commissioner for
Trademarks and any other applicable government officer to record this IP Shared
Security Agreement Supplement.

          SECTION 4. Grants, Rights and Remedies. This IP Shared Security
Agreement Supplement has been entered into in conjunction with the provisions of
the Shared Security Agreement. The Grantor does hereby acknowledge and confirm
that the grant of the security interest hereunder to, and the rights and
remedies of, the Collateral Trustees with respect to the Supplementary
Collateral are more fully set forth in the Shared Security Agreement, the terms
and provisions of which are incorporated herein by reference as if fully set
forth herein.

          SECTION 5. Governing Law. This IP Shared Security Agreement Supplement
shall be governed by, and construed in accordance with, the laws of the State of
New York.

<PAGE>

                                        3

          IN WITNESS WHEREOF, the Grantor has caused this IP Shared Security
Agreement Supplement to be duly executed and delivered by its officer thereunto
duly authorized as of the date first above written.

                                                   [NAME OF GRANTOR]

                                                   By _________________________
                                                      Name:
                                                      Title:

                                                   Address for Notices:
                                                   ____________________________
                                                   ____________________________
                                                   ____________________________

<PAGE>

                                                                Exhibit G to the
                                                       Shared Security Agreement

            FORM OF CONSENT TO ASSIGNMENT OF LETTER OF CREDIT RIGHTS

To:  Wilmington Trust Company, as Corporate Trustee
     [____________________]
     [____________________]
     [____________________]


     [________], as Individual Trustee
     [____________________]
     [____________________]
     [____________________]


     [INSERT NAME OF BENEFICIARY], as Beneficiary
     [____________________]
     [____________________]
     [____________________]

          We refer to the [INSERT ALL IDENTIFYING INFORMATION WITH RESPECT TO
RELEVANT LETTER OF CREDIT] (as it may be amended, supplemented or otherwise
modified from time to time, the "Letter of Credit")[, a true copy of which is
attached hereto]. The Letter of Credit has been established in favor of [INSERT
NAME OF BENEFICIARY], as beneficiary (the "Beneficiary"), and we are the
[issuing bank (the "Issuing Bank")][nominated person (the "Nominated Person")]
required to give value thereunder pursuant to one [or more] drawing[s] upon the
satisfaction of the conditions stated in the Letter of Credit. The liability of
the [Issuing Bank][Nominated Person] for action or omissions under the Letter of
Credit is governed by the laws of [INSERT RELEVANT JURISDICTION], as chosen by
agreement in the Letter of Credit. [To the best knowledge of the undersigned,]
the signatories to this consent letter are the only persons obligated to give
value under the Letter of Credit.

          We hereby confirm that there is no term in the Letter of Credit or
other restriction which prohibits, restricts or requires any person's consent to
the Beneficiary's assignment of or creation of a security interest in the rights
to payment or performance under the Letter of Credit. We hereby consent to and
acknowledge the assignment by the Beneficiary of all proceeds of and rights to
payment and performance under the Letter of Credit in favor of Wilmington Trust
Company, not in its individual capacity but solely as corporate trustee (the
"Corporate Trustee") and John M. Beeson, Jr., not in his individual capacity but
solely as individual trustee (the

<PAGE>

                                        2

"Individual Trustee" and together with the Corporate Trustee, the "Collateral
Trustees") pursuant to the Shared Security Agreement dated as of April 1, 2003
executed by the Beneficiary and other parties thereto, as Grantor, in favor of
the Collateral Trustees, as such agreement may be amended, amended and restated,
supplemented or otherwise modified from time to time (the "Shared Security
Agreement").

          We hereby agree to pay, irrespective of, and without deduction for,
any counterclaim, defense, recoupment or set-off, all proceeds of the Letter of
Credit that would otherwise be paid to the Beneficiary directly to the
Collateral Trustees to the following account:

                             [____________________]
                             [____________________]
                             [____________________]
                             [____________________]

          We hereby confirm and agree that the Letter of Credit is, and shall
continue to be, in full force and effect and is hereby ratified and confirmed in
all respects and that the Collateral Trustees shall have no liability or
obligation under or with respect to the Letter of Credit or any document related
thereto as a result of this consent letter, the Shared Security Agreement or
otherwise.

          This consent letter may be executed in any number of counterparts and
by different parties hereto in separate counterparts, each of which when so
executed shall be deemed to be an original and all of which taken together shall
constitute but one and the same consent letter. Delivery of an executed
counterpart of a signature page to this consent letter by telecopier shall be
effective as delivery of an original executed counterpart of this consent
letter.

          This consent letter shall be governed by, and construed in accordance
with, the laws of the State of New York.

                                                   [NAME OF ISSUING BANK]

                                                   By:_________________________
                                                      Name:
                                                      Title:

                                                   [NAME OF NOMINATED PERSON]

<PAGE>

                                        3

                                                   By:_________________________
                                                      Name:
                                                      Title:


The above is acknowledged and agreed to:

[NAME OF GRANTOR/BENEFICIARY]

By _____________________________
Name: __________________________
Title: _________________________

Address for Notices:
________________________________
________________________________
________________________________

</TEXT>
</DOCUMENT>
