DYNEGY INC /IL/
COLLATERAL TRUST AGREEMENT
<DOCUMENT>
<TYPE>EX-10.34
<SEQUENCE>9
<FILENAME>dex1034.txt
<DESCRIPTION>COLLATERAL TRUST AGREEMENT
<TEXT>
<PAGE>

                                                                  Exhibit 10.34
                                                                  Execution Copy


                  COLLATERAL TRUST AND INTERCREDITOR AGREEMENT

                            dated as of April 1, 2003

                                      among

                        The Grantors referred to herein,
                                  as Grantors,

                                       and

                            WILMINGTON TRUST COMPANY,
                              as Corporate Trustee,

                                       and

                              John M. Beeson, Jr.,
                              as Individual Trustee


<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<S>                                                                                         <C>
                                    ARTICLE I

                                   DEFINITIONS

SECTION 1.01. Certain Defined Terms.......................................................   3
             ----------------------
SECTION 1.02. Certain References..........................................................   9
             -------------------

                                   ARTICLE II

                 CONFIRMATION AND CREATION OF SECURITY INTERESTS

SECTION 2.01. Collateral Trust Estate.....................................................   9
             ------------------------
SECTION 2.02. Security for Secured Obligations............................................  10
             ---------------------------------

                                   ARTICLE III

                               COLLATERAL ACCOUNT

SECTION 3.01. Collateral Account..........................................................  10
             -------------------

                                   ARTICLE IV

                  COLLATERAL TRUST AGREEMENT DEFAULTS; REMEDIES

SECTION 4.01. Collateral Trust Agreement Default Notice...................................  11
             ------------------------------------------
SECTION 4.02. Direction by Required Representative........................................  12
             -------------------------------------
SECTION 4.03. Right to Initiate Judicial Proceedings, Etc.................................  12
             --------------------------------------------
SECTION 4.04. Remedies Not Exclusive......................................................  13
             -----------------------
SECTION 4.05. Waiver of Certain Rights....................................................  13
             -------------------------
SECTION 4.06. Limitation on Collateral Trustees' Duties in Respect of Shared Collateral...  14
             --------------------------------------------------------------------------
SECTION 4.07. Limitation by Law...........................................................  14
             ------------------
SECTION 4.08. Absolute Rights of Secured Parties and Representatives......................  14
             -------------------------------------------------------

                                    ARTICLE V

                             APPLICATION OF PROCEEDS

SECTION 5.01. Application of Proceeds.....................................................  15
             ------------------------
SECTION 5.02. Application of Withheld Amounts.............................................  17
             --------------------------------
SECTION 5.03. Release of Amounts in Collateral Account....................................  18
             -----------------------------------------
SECTION 5.04. Distribution Date...........................................................  18
             ------------------

                                   ARTICLE VI

                     AGREEMENTS WITH THE COLLATERAL TRUSTEE
</TABLE>

                                       i

<PAGE>

<TABLE>
<S>                                                                                         <C>
SECTION 6.01. Delivery of Agreements......................................................  19
             -----------------------
SECTION 6.02. Information as to Secured Obligations.......................................  19
             --------------------------------------
SECTION 6.03. Compensation and Expenses...................................................  19
             --------------------------
SECTION 6.04. Stamp and Other Similar Taxes...............................................  20
             ------------------------------
SECTION 6.05. Filing Fees, Excise Taxes, Etc..............................................  20
             -------------------------------
SECTION 6.06. Indemnification.............................................................  20
             ----------------
SECTION 6.07. Further Assurances..........................................................  21
             -------------------

                                   ARTICLE VII

                             THE COLLATERAL TRUSTEE

SECTION 7.01. Declaration of Trust........................................................  22
             ---------------------
SECTION 7.02. Exculpatory Provisions......................................................  22
             -----------------------
SECTION 7.03. Delegation of Duties........................................................  22
             ---------------------
SECTION 7.04. Reliance by Collateral Trustees.............................................  22
             --------------------------------
SECTION 7.05. Limitations on Duties of the Collateral Trustees............................  23
             -------------------------------------------------
SECTION 7.06. Moneys to Be Held in Trust..................................................  24
             ---------------------------
SECTION 7.07. Resignation and Removal of Collateral Trustees..............................  24
             -----------------------------------------------
SECTION 7.08. Status of Successors to Collateral Trustees.................................  26
             --------------------------------------------
SECTION 7.09. Merger of the Corporate Trustee.............................................  26
             --------------------------------
SECTION 7.10. Powers of Individual Trustee................................................  26
             -----------------------------
SECTION 7.11. Additional Co-Trustees; Separate Trustees...................................  26
             ------------------------------------------
SECTION 7.12. Collateral Trustees Appointed Attorneys-in-Fact.............................  28
             ------------------------------------------------
SECTION 7.13. Ordinary Care...............................................................  28
             --------------

                                  ARTICLE VIII

                          RELEASE OF SHARED COLLATERAL

SECTION 8.01. Partial Release of Shared Collateral........................................  28
             -------------------------------------
SECTION 8.02. Full Release of Shared Collateral Upon Satisfaction of Certain Secured
             -----------------------------------------------------------------------
               Obligations................................................................  29
               -----------
SECTION 8.03. Full Release of Shared Collateral Constituting Principal Property
             ------------------------------------------------------------------
               Upon Satisfaction of Certain Secured Obligations...........................  31
               ------------------------------------------------

SECTION 8.04. Effect of Release of Shared Collateral......................................  31
             ---------------------------------------

                                   ARTICLE IX

                                  MISCELLANEOUS

SECTION 9.01. Amendments, Supplements and Waivers.........................................  32
             ------------------------------------
SECTION 9.02. Junior Secured Party Purchase Option........................................  33
             -------------------------------------
SECTION 9.03. Additional Actions of Representatives.......................................  33
             --------------------------------------
</TABLE>

                                       ii

<PAGE>

<TABLE>
<S>                                                                                          <C>
SECTION 9.04. Notices.....................................................................   34
             --------
SECTION 9.05. Headings....................................................................   34
             ---------
SECTION 9.06. Severability................................................................   34
             -------------
SECTION 9.07. Treatment of Payee or Indorsee by Collateral Trustees.......................   35
             ------------------------------------------------------
SECTION 9.08. Dealings with the Grantors..................................................   35
             ---------------------------
SECTION 9.09. Claims......................................................................   35
             -------
SECTION 9.10. Binding Effect..............................................................   35
             ---------------
SECTION 9.11. Governing Law...............................................................   35
             --------------
SECTION 9.12. Effectiveness...............................................................   36
             --------------
SECTION 9.13. Reexecution of Agreement....................................................   36
             -------------------------
SECTION 9.14. Effect on Credit Agreement..................................................   36
             ---------------------------
SECTION 9.15. Counterparts................................................................   36
             -------------
SECTION 9.16. Additional Grantors.........................................................   36
             --------------------
</TABLE>

Schedule I  -  Fee Schedule

                                       iii

<PAGE>


                  COLLATERAL TRUST AND INTERCREDITOR AGREEMENT

          COLLATERAL TRUST AND INTERCREDITOR AGREEMENT, dated April 1 2003 (as
amended, amended and restated, supplemented, replaced or otherwise modified from
time to time, this "Agreement") by and among Dynegy Holdings Inc., a Delaware
corporation (the "Borrower"), the other Persons listed on the signature pages
hereof and the Additional Grantors (the Borrower, the Persons so listed and the
Additional Grantors being, collectively, the "Grantors"), 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, 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, the "Individual Trustee";
and, together with the Corporate Trustee, the "Collateral Trustees"), the
foregoing trustees being trustees for the Secured Parties. Certain capitalized
terms used herein are defined in Article I of this Agreement.

                             PRELIMINARY STATEMENTS:

          (1) The Borrower has entered into a Credit Agreement dated as of April
1, 2003 (said Agreement, as it may hereafter be amended, amended and restated,
supplemented, replaced, refinanced or otherwise modified from time to time,
being the "Credit Agreement") with Dynegy Inc., as Parent Guarantor, the
Subsidiary Guarantors party thereto, the Lenders party thereto (the "Lenders"),
the L/C Issuer party thereto, Citibank, N.A. and Bank of America, N.A. as
Administrative Agents for the Lenders (the "Credit Agreement Administrative
Agents"), Citibank, N.A., as the Payment Agent, and Bank One, NA, as the
Collateral Agent (the "Credit Agreement Collateral Agent"; and together with
Credit Agreement Administrative Agents, the "Agents").

          (2) In order to induce the Lenders, the L/C Issuer and the Agents to
enter into the Credit Agreement, the Grantors have agreed to grant a continuing
security interest in and to the Shared Collateral (as hereinafter defined) to
the Collateral Trustees for the benefit of the Lenders as set forth herein to
secure the Obligations of the Loan Parties under the Credit Agreement and the
Notes issued pursuant thereto (the "Credit Agreement Obligations").

          (3) 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, are referred to herein as
the "CoGen Facility").

<PAGE>

                                       2

          (4) 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") 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 (the Participation Agreement and each Operative Document together with
any amendments, supplements, replacements, restatements and refinancings
thereof, collectively, the "Riverside Facility").

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

          (6) In order to satisfy certain conditions under the CoGen Guaranty,
the Riverside Guaranties and the Alpha Guaranty, the Grantors have agreed to
grant a security interest in and to the Shared Collateral to secure the
Non-Credit Agreement Obligations (as hereinafter defined).

          (7) This Agreement and the other Shared Collateral Documents are
intended to secure the Credit Agreement Obligations and the Non-Credit Agreement
Obligations and the Collateral Trustees have agreed to undertake the rights,
powers, duties and responsibilities set forth in this Agreement and the other
Shared Collateral Documents in order to effect such purpose.

          NOW, THEREFORE, in consideration of the premises, each Grantor hereby
agrees with the Collateral Trustees for their benefit and in trust for the
benefit of the Secured Parties as follows:

<PAGE>

                                       3

                                   ARTICLE I

                                   DEFINITIONS

          SECTION 1.01. Certain Defined Terms. Terms used herein but not defined
in this Article I shall have the meanings set forth in the Credit Agreement and
if not defined therein, as defined in the Shared Security Agreement. The
following terms shall have the following meanings as used herein (such meanings
to be equally applicable to both the singular and plural forms of the terms
defined):

          "Account Collateral" has the meaning specified in the Shared Security
Agreement.

          "ACH Obligations" has the meaning specified in the Credit Agreement.

          "ACH Representative" means Bank One, NA.

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

          "Additional Grantors" has the meaning specified in Section 9.16 of
this Agreement.

          "Agents" has the meaning specified in the Preliminary Statements of
this Agreement.

          "Aggregate Senior Credit Exposure" means, at any time, (i) with
respect to the Senior Secured Credit Agreement Obligations, the sum of (A) the
unused portion of each Revolving Credit Commitment then in effect, (B) the
unused portion of each Term A Commitment then in effect, (C), the unused portion
of each Reallocated Facility Commitment then in effect, (D) the aggregate
Outstanding Amount of all Revolving Credit Loans, Reallocated Facility Loans and
Letters of Credit at such time, and (E), all L/C Obligations at such time, (ii)
with respect to the Alpha Guarantee Obligations, the Alpha Facility Amount at
such time (other than any component thereof representing fees or interest),
(iii) with respect to the CoGen Facility Obligations and the Riverside Facility
Obligations, the aggregate principal (or similar) amount outstanding thereunder
at such time, and (iv) with respect to the ACH Obligations, if no Collateral
Trust Agreement Default shall have occurred and be continuing, an amount equal
to zero ($0), otherwise, the unpaid principal (or similar) amount of the ACH
Obligations at such time; provided, that the calculation of Aggregate Senior
Credit Exposure for any Secured Facility shall be reduced (i) by the amount of
cash collateral or letters of credit pledged solely to support the Secured
Obligations under such Secured Facility and (ii) for purposes of calculating any
Secured Facility's ratable share of any Distributions pursuant to Section
5.01(a), the amount of any unused commitments under such Secured Facility.

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

<PAGE>

                                       4

          "Alpha Beneficiary" has the meaning specified in the Preliminary
Statements of this Agreement.

          "Alpha Buyer" has the meaning specified in the Preliminary Statements
of this Agreement.

          "Alpha Facility" has the meaning specified in the Preliminary
Statements of this Agreement.

          "Alpha Facility Amount" means, (i) at any time prior to a refinancing
or replacement of the Alpha Supply Agreement, the "Termination Payment" under
the Alpha Supply Agreement at such time, determined (until the termination of
the Alpha Supply Agreement) as if the "Early Termination Date" thereunder has
occurred and as if the Alpha Buyer is the "Defaulting Party" thereunder and (ii)
at any time on or after the date of such refinancing or replacement, the
principal (or similar amount) of the Alpha Guaranteed Obligations (it being
understood that all amounts applied to reduce the Alpha Facility Amount shall be
applied ratably among the various beneficiaries thereof.

          "Alpha Guarantee Obligations" means all of the obligations of the
Borrower under the Alpha Facility (whether contingent or otherwise).

          "Alpha Guaranty" has the meaning specified in the Preliminary
Statements of this Agreement.

          "Alpha Representative" means (i) until the transfer of certain Alpha
Guarantee Obligations to Chitwan, Citibank, N.A., in its capacity as collateral
agent for certain creditors of the Alpha Beneficiary, and (ii) at any time after
such transfer, (A) Citibank, N.A., in its capacity as collateral agent for
certain creditors of Chitwan, and (B) with respect to any other Alpha Guarantee
Obligations, (x) Citibank, N.A., in its capacity as collateral agent for certain
creditors of the Alpha Beneficiary or (y) any other person designated by
Citibank, N.A., provided in each case that upon a refinancing or replacement of
the Alpha Supply Agreement, the "Alpha Representative" shall be such person as
Citibank, N.A. may designate, in each case, together with their respective
successors and assigns.

          "Alpha Supply Agreement" has the meaning specified in the Preliminary
Statements of this Agreement.

          "Authorized Officer" means the Chairman, the President, the Chief
Executive Officer, the Chief Financial Officer, the Comptroller, the Treasurer,
the Assistant Treasurer or Vice President of Finance of a Person or any other
officer designated as an "Authorized Officer" by the Board of Directors (or
equivalent governing body) of such Person.

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

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

<PAGE>

                                       5

          "Business Day" has the meaning specified in the Credit Agreement.

          "Cash Equivalents" has the meaning specified in the Credit Agreement.
The term "Cash Equivalents" shall in any event include any mutual fund sponsored
or managed by an Affiliate of the Corporate Trustee which mutual fund's assets
consist of "Cash Equivalents" as defined herein.

          "Chitwan" means Chitwan Loan Trust, a Delaware statutory business
trust.

          "CoGen Facility" has the meaning specified in the Preliminary
Statements of this Agreement.

          "CoGen Facility Obligations" means all of the obligations of the
Borrower owing to the CoGen Guaranteed Parties under the CoGen Facility.

          "CoGen Guaranteed Parties" has the meaning specified in the
Preliminary Statements of this Agreement.

          "CoGen Guaranty" has the meaning specified in the Preliminary
Statements of this Agreement.

          "Collateral Account" has the meaning specified in Section 3.01.

          "Collateral Trust Agreement Default" means (a) prior to the Shared
Collateral Termination Date, excluding therefrom for purposes of this definition
any Secured Obligations in respect of the Term B Facility (i) in respect of the
exercise of remedies with respect to the Account Collateral, the Additional
Collateral Trust Agreement Collateral and the Securities Accounts (and all
Shared Collateral from time to time credited to the Deposit Accounts and the
Securities Accounts) under Section 18 of the Shared Security Agreement, the
earlier of (x) the day on which all Credit Agreement Obligations have been
declared due and payable prior to the stated maturity thereof and (y) the 15th
day after any Event of Default shall have occurred and be continuing under the
Credit Agreement and (ii) in respect of any other exercise of rights and
remedies under the Shared Collateral Documents, any Event of Default that shall
have occurred and be continuing under the Credit Agreement, which as a result
thereof, gives the Credit Agreement Defaulted Party the right (without the
requirement that any further time elapse) to exercise any remedy under Section
8.02 of the Credit Agreement prior to the stated maturity thereof, and (b)
following the Shared Collateral Termination Date, excluding therefrom for
purposes of this definition any Secured Obligations in respect of the Term B
Facility, in respect of the exercise of remedies under the Shared Collateral
Documents, the earlier of (x) the day on which any Secured Obligations have been
declared due and payable prior to the stated maturity thereof and (y) the 15th
day after any Event of Default shall have occurred and be continuing under any
of the Secured Facilities.

          "Collateral Trust Agreement Default Notice" means a written notice
delivered in connection with a Collateral Trust Agreement Default in accordance
with Section 4.01.

<PAGE>

                                       6

          "Collateral Trust Estate" means all of the right, title and interest
of the Collateral Trustees, whether now owned or hereafter acquired, in and to
the Shared Collateral and the Additional Collateral Trust Agreement Collateral.

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

          "Collateral Trustees' Fees" means the fees and other amounts payable
to the Collateral Trustees pursuant to Sections 6.03, 6.04 and 6.05 and amounts
claimed and unpaid pursuant to Section 6.06.

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

          "Credit Agreement" has the meaning specified in the Preliminary
Statements.

          "Credit Agreement Administrative Agents" has the meaning specified in
the Preliminary Statements to this Agreement.

          "Credit Agreement Collateral Agent" has the meaning specified in the
Preliminary Statements to this Agreement.

          "Credit Agreement Defaulted Party" means the Credit Agreement
Administrative Agents or the percentage of the Lenders specified in the Credit
Agreement that have the right thereunder upon the occurrence and continuance of
an Event of Default under the Credit Agreement (without the requirement that any
further time elapse) to exercise any remedies under Section 8.02 of the Credit
Agreement prior to the stated maturity thereof.

          "Credit Agreement Documents" means the Credit Agreement and the other
Loan Documents (as defined in the Credit Agreement).

          "Credit Agreement Obligations" has the meaning specified in the
Preliminary Statements of this Agreement.

          "Deposit Accounts" means the "Other Deposit Accounts" referred to in
the Shared Security Agreement.

          "Distribution Date" means the date of any distribution made by the
Corporate Trustee from the Collateral Trust Account pursuant to Section 5.01(a)
and Section 5.01(b).

          "Effective Date" means the date on which each of the conditions
precedent set forth in Section 4.01 of the Credit Agreement have been satisfied
or waived.

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

          "Indemnified Event" has the meaning specified in the Section 7.05(e)
of this Agreement.

<PAGE>

                                       7

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

          "Initial Credit Agreement" means the Credit Agreement on the date
hereof, as it may be amended, amended and restated, supplemented, replaced,
refinanced, superceded or otherwise modified from time to time so long as any
such amendment and restatement, replacement or other modification or supplement
requires that the obligations thereunder continue to be secured by the Shared
Collateral.

          "Junior Secured Obligations" means all of the Obligations of the Loan
Parties in respect of the Term B Facility under the Loan Documents.

          "Junior Secured Parties" means the Term B Lenders.

          "Non-Credit Agreement Obligations" means the Alpha Guarantee
Obligations, the CoGen Facility Obligations and the Riverside Facility
Obligations.

          "Notice of Partial Release" has the meaning specified in Section 8.01
of this Agreement.

          "Obligations" has the meaning set forth in the Credit Agreement.

          "Prepayment Event" means any Disposition of Shared Collateral that
requires a mandatory prepayment pursuant to the provisions of Section 2.05(b)(i)
of the Credit Agreement.

          "Principal Property" has the meaning specified in the Credit
Agreement.

          "Principal Property Release Date" has the meaning specified in Section
8.03.

          "Principal Property Secured Term Indebtedness" has the meaning
specified in the Credit Agreement.

          "Purchase Notice" has the meaning specified in Section 9.02(a) of this
Agreement.

          "Release Date" has the meaning specified in Section 8.02(a) of this
Agreement.

          "Relevant Non-Credit Agreement Facility Document" means each of the
CoGen Guaranty, the Riverside Guaranties and the Alpha Guaranty.

          "Representatives" means at any time, collectively, (a) (i) for
purposes of Article V and Section 6.02, the Payment Agent, (ii) for purposes of
Sections 4.07, 8.02 and 9.01, the Credit Agreement Administrative Agents, and
(iii) for all other purposes, the Agents, as the representative hereunder for
the Lenders at such time, (b) Commerzbank AG, New York Branch, as the
representative hereunder for the CoGen Guaranteed Parties at such time under the
CoGen Facility, (c) Credit Lyonnais, New York Branch, as the representative
hereunder for the Riverside Guaranteed Parties at such time under the Riverside
Facility, (d) the Alpha

<PAGE>

                                       8

Representative, as the representative hereunder for the Alpha Beneficiary, and
(e) the ACH Representative, as the representative hereunder in respect of the
ACH Obligations.

          "Required Representative" means (i) until the later to occur of (x)
the date on which all Senior Secured Credit Agreement Obligations have been paid
in full in cash and the Commitments in respect thereof have been terminated and
(y) the date on which at least one of the Representatives in respect of the
Alpha Facility, the Cogen Facility or the Riverside Facility have agreed to
indemnify the Collateral Trustees on the same terms as are set forth in Section
7.05(e), the Credit Agreement Collateral Agent acting in its own discretion or
at the direction of the Credit Agreement Administrative Agents on behalf of the
Required Section 8.01 Lenders at such time, and (ii) on and after the later date
referred to in clause (i), the Representatives that represent more than 60% of
the Secured Obligations represented by Representatives that have agreed to
indemnify the Collateral Trustees on the same terms as are set forth in Section
7.05(e).

          "Riverside Facility" has the meaning specified in the Preliminary
Statements of this Agreement.

          "Riverside Facility Obligations" means all of the obligations of the
Borrower owing to the Riverside Guaranteed Parties under the Riverside Facility.

          "Riverside Guaranteed Parties" has the meaning specified in the
Preliminary Statements of this Agreement.

          "Riverside Guaranties" has the meaning specified in the Preliminary
Statements of this Agreement.

          "Secured Facility" means each facility under the Credit Agreement, the
Alpha Facility, the CoGen Facility and the Riverside Facility.

          "Secured Obligations" means the Senior Secured Obligations and the
Junior Secured Obligations.

          "Secured Parties" means, at any time, the Collateral Trustees, the
Senior Secured Parties and the Junior Secured Parties.

          "Securities Accounts" means the "Securities Accounts" referred to in
the Shared Security Agreement.

          "Senior Secured Credit Agreement Obligations" means all of the
Obligations of the Loan Parties under the Loan Documents, other than the Junior
Secured Obligations.

          "Senior Secured Obligations" means the Senior Secured Credit Agreement
Obligations, the ACH Obligations and the Non-Credit Agreement Obligations.

          "Senior Secured Parties" means the holders of Senior Secured
Obligations.

          "Shared Collateral" means all of the "Shared Collateral" referred to
in the Shared Collateral Documents.

<PAGE>

                                       9

          "Shared Collateral Documents" means this Agreement, the Shared
Security Agreement, the Shared Mortgages and each Successor Collateral
Agreement.

          "Shared Collateral Termination Date" means the date on which no
Secured Obligations remain outstanding with respect to any Lender or the Agents
under the Initial Credit Agreement, no Revolving Credit Lender has a Revolving
Credit Commitment, no Revolving Letter of Credit remains outstanding, no
Reallocated Facility Lender has a Reallocated Commitment and no Reallocated
Letter of Credit remains outstanding

          "Shared Secured Agreements" means, collectively, the Credit Agreement
Documents, the CoGen Facility, the Riverside Facility, the Alpha Facility, this
Agreement and the other Shared Collateral Documents.

          "Statement of Amount" has the meaning specified in Section 6.02.

          "Successor Collateral" means, with respect to each Grantor, any
property and assets of such Grantor (or any of its successors and assigns) as
such Grantor (or any such successor or any such assign) may, from time to time,
upon notice to the Collateral Trustees, pursuant to the Credit Agreement
Documents, grant to the Collateral Trustees as additional collateral for their
benefit and in trust for the benefit of the Representatives, on their behalf and
on behalf of the Secured Parties.

          "Successor Collateral Agreements" means all documents creating,
evidencing or relating to any of the Successor Collateral.

          SECTION 1.02. Certain References. The rules of construction set forth
in Section 1.02 of the Credit Agreement are incorporated herein.

                                   ARTICLE II

                 CONFIRMATION AND CREATION OF SECURITY INTERESTS

          SECTION 2.01. Collateral Trust Estate. The Borrower, in order to
secure the Secured Obligations, hereby further pledges and assigns to the
Collateral Trustees for their benefit and in trust for the benefit of the
Representatives, on their behalf and on behalf of the Secured Parties, as such
interests are set forth herein, and hereby grants to the Collateral Trustees for
their benefit and in trust for the benefit of the Representatives, on their
behalf and on behalf of the Secured Parties, as such interests are set forth
herein, a lien on, and security interest in, all of its right, title and
interest in the following (collectively, together with any Successor Collateral,
the "Additional Collateral Trust Agreement Collateral"):

          (i)  the Collateral Account established pursuant to Section 3.01(a)
     and any collateral accounts established pursuant to Section 5.02 with the
     Corporate Trustee at its offices at its corporate trust department in the
     State of Delaware, all funds held therein and all certificates and
     instruments, if any, from time to time representing the Collateral Account
     and such other collateral accounts;

<PAGE>

                                       10

          (ii)  all Cash Equivalents held in the Collateral Account from time to
     time and all certificates and instruments, if any, from time to time
     representing or evidencing such Cash Equivalents;

          (iii) all 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 the Borrower in substitution
     for or in addition to any or all of the then existing Additional Collateral
     Trust Agreement Collateral;

          (iv)  all interest, income, dividends, instruments and other property
     and assets from time to time received, receivable or otherwise distributed
     in respect of or in exchange for any or all of the then existing Additional
     Collateral Trust Agreement Collateral referred to in clauses (i) through
     (iii) of this Section 2.01; and

          (v)   all proceeds of any and all of the foregoing Additional
     Collateral Trust Agreement Collateral (including, without limitation,
     proceeds that constitute property and assets of the types described in
     clauses (i) through (iv) of this Section 2.01) and, to the extent not
     otherwise included, all (A) payments under any indemnity, warranty or
     guaranty payable with respect to any of the foregoing Additional Collateral
     Trust Agreement Collateral and (B) cash.

          SECTION 2.02. Security for Secured Obligations. All of the right,
title and interest of the Collateral Trustees in and to the Collateral Trust
Estate secures the payment of all of the Secured Obligations now or hereafter
existing under or in respect of (i) the Shared Secured Agreements and the
performance of, and the compliance with, all of the covenants and conditions of
this Agreement, the other Shared Collateral Documents and the other Shared
Secured Agreements and (ii) the ACH Obligations. Without limiting the generality
of the foregoing, the Collateral Trust Estate secures the payment of all amounts
that constitute part of the Secured Obligations and would be owed by each
Grantor to the Collateral Trustees, any Representative or any Secured Party
under the Shared Collateral Documents or the other Shared Secured Agreements but
for the fact that they are unenforceable or not allowable due to the existence
of a bankruptcy, reorganization or similar proceeding involving such Grantor.

                                  ARTICLE III

                               COLLATERAL ACCOUNT

          SECTION 3.01. Collateral Account (a) Until the date that the
Collateral Trustees release all of the Shared Collateral pursuant to Section
8.02(a), an interest bearing cash collateral account (the "Collateral Account")
on behalf of the Representatives for the benefit of the Secured Parties shall be
maintained by the Corporate Trustee at its offices at its corporate trust
department in the State of Delaware in accordance with the terms of this
Agreement. The Collateral Account shall be, at all times, under the sole
dominion and control of the Corporate Trustee. All moneys that are received by
the Collateral Trustees, upon the occurrence of a Prepayment Event or upon the
occurrence and during the continuance of a Collateral Trust Agreement Default,
or upon liquidation or otherwise in respect of the Shared Collateral shall be

<PAGE>

                                       11

deposited in the Collateral Account and, thereafter, shall be held and applied
by the Corporate Trustee all in accordance with the terms of this Agreement.

          (b)  The Borrower hereby agrees that any Net Cash Proceeds of Shared
Collateral received by the Parent Guarantor or any of its Subsidiaries that
results in a Prepayment Event shall be deposited into the Collateral Account on
or prior to the 5th Business Day following the date of receipt.

          (c)  The Corporate Trustee shall, subject to the provisions of Article
IV and Article VIII, from time to time (i) invest amounts on deposit in the
Collateral Account in Cash Equivalents and (ii) invest interest paid on such
Cash Equivalents, and reinvest other proceeds of any such Cash Equivalents that
may mature or be sold, in additional Cash Equivalents, in each case at the
direction of the Borrower so long as no Collateral Trust Agreement Default shall
have occurred and be continuing and at the direction of the Required
Representative if a Collateral Trust Agreement Default shall have occurred and
be continuing. Interest and proceeds that are not invested or reinvested in Cash
Equivalents as provided in the immediately preceding sentence shall be deposited
and held in the Collateral Account. Notwithstanding the foregoing, the Corporate
Trustee shall, to the extent possible, invest any funds to be distributed on a
Distribution Date in Cash Equivalents that shall mature or become liquid on or
prior to such Distribution Date. All Cash Equivalents in respect of the
Collateral Account and all interest and income received thereon and therefrom
and the net proceeds realized on the maturity or sale thereof shall be held in
the Collateral Account as part of the Collateral Trust Estate pursuant to the
terms hereof.

          (d)  The Collateral Account shall be subject to such applicable laws,
and such applicable regulations of the Board of Governors of the Federal Reserve
System and of any other appropriate banking or regulatory authority, as are in
effect from time to time.

          (e)  All dividends, interest and other distributions deposited into
the Collateral Account pursuant to Section 5.01(a) of this Agreement shall be
released and returned to the applicable Grantor upon notice to the Collateral
Trustees from the Required Representative that the Collateral Trust Agreement
Default giving rise to such deposit has been cured or waived; provided, that no
Default shall have occurred and be continuing at such time.

                                   ARTICLE IV

                  COLLATERAL TRUST AGREEMENT DEFAULTS; REMEDIES

          SECTION 4.01. Collateral Trust Agreement Default Notice. (a) The
Required Representative shall have the exclusive right if a Collateral Trust
Agreement Default shall have occurred and be continuing to give the Collateral
Trustees, with a copy to the Grantors, a Collateral Trust Agreement Default
Notice stating:

          (i)  the nature of the Collateral Trust Agreement Default; and

          (ii) the action requested to be taken by the Collateral Trustees with
     respect to the Shared Collateral and the Shared Collateral Documents
     (including with respect to the

<PAGE>

                                       12

     institution of any remedies provided by law or this Agreement or any other
     Shared Collateral Document);

and the Collateral Trustees shall forthwith send a copy of the Collateral Trust
Agreement Default Notice to each Representative. Subject to Section 4.01(b), the
Collateral Trustees shall forthwith, upon receiving the Collateral Trust
Agreement Default Notice, undertake the action set forth in the Collateral Trust
Agreement Default Notice under the Shared Collateral Documents. The Collateral
Trustees shall, subject to Sections 4.01(b), 4.08 and 6.06, follow the
directions of the Required Representative with respect to the time, method and
place of taking any action requested in a Collateral Trust Agreement Default
Notice. Each Collateral Trustee shall be entitled to assume conclusively that no
Collateral Trust Agreement Default has occurred and is continuing until it
receives a Collateral Trust Agreement Default Notice. For the avoidance of
doubt, the Collateral Trustees may presume that the Required Representative has
the exclusive right to deliver a Collateral Trust Agreement Default Notice.

          (b)  If the Collateral Trust Agreement Default which was the basis for
the giving of a Collateral Trust Agreement Default Notice shall be cured or
waived in accordance with the terms of the applicable Secured Facility, the
Required Representative shall promptly notify the Collateral Trustees in writing
of such cure or waiver, and upon receipt of such written notice of a cure or
waiver (i) such Collateral Trust Agreement Default Notice shall be deemed
withdrawn and (ii) any direction to the Collateral Trustees to take any action
in connection with such Collateral Trust Agreement Default Notice shall be
deemed immediately rescinded. If in connection solely with such withdrawn
Collateral Trust Agreement Default Notice, the Collateral Trustees shall have
been directed to take, and shall have commenced taking but shall not have
completed, any action, the Collateral Trustees shall promptly terminate any such
action which they shall not also have been directed to take in connection with
any other Collateral Trust Agreement Default Notice that has not otherwise been
withdrawn.

          SECTION 4.02. Direction by Required Representative. As to any matters
not expressly provided for under this Agreement or the other Shared Collateral
Documents (including, without limitation, matters relating to enforcement and
collection of the Secured Obligations), the Collateral Trustees shall not be
required to exercise any discretion or to take any action under this Agreement
or the other Shared Collateral Documents, or in respect of the Shared
Collateral, but shall be required to act or to refrain from acting (and shall be
fully protected in acting or refraining from acting) in accordance with the
written instructions of the Required Representative.

          SECTION 4.03. Right to Initiate Judicial Proceedings, Etc. (a)
Notwithstanding any other provision of this Agreement, upon the occurrence of
and during the continuance of any Collateral Trust Agreement Default and the
receipt by the Collateral Trustees of a Collateral Trust Agreement Default
Notice that has not been withdrawn pursuant to Section 4.01(b) above, the
Corporate Trustee, and if the Corporate Trustee deems necessary or desirable,
the Individual Trustee, jointly or individually as the Corporate Trustee may
determine, (i) shall have the right and power to institute and maintain such
suits and proceedings as it or they, as the case may be, or the Required
Representative may deem appropriate to protect and enforce the rights vested in
it by this Agreement and the other Shared Collateral Documents and (ii) may
either, after entry

<PAGE>

                                       13

or without entry, proceed by suit or suits at law or in equity to enforce such
rights and to foreclose upon the Shared Collateral and to dispose of, collect or
otherwise realize upon, all or any portion of the Collateral Trust Estate under
the judgment or decree of a court of competent jurisdiction.

          (b) If a receiver of the Collateral Trust Estate shall be appointed in
judicial proceedings, the Collateral Trustees may be appointed, at their
discretion and with the consent of the Required Representative, as such
receiver. Notwithstanding the appointment of a receiver, the Collateral Trustees
shall be entitled to retain possession and control of all cash held by or
deposited with them or their agents or co-trustees pursuant to any provision of
this Agreement or any other Shared Collateral Document.

          SECTION 4.04. Remedies Not Exclusive. (a) No remedy conferred upon or
reserved to the Collateral Trustees herein or in the other Shared Collateral
Documents is intended to be a limitation exclusive of any other remedy or
remedies, but every such remedy shall be cumulative and shall be in addition to
every other remedy conferred herein or in the other Shared Collateral Documents
now or hereafter existing at law or in equity or by statute.

          (b) No delay or omission of either of the Collateral Trustees to
exercise any right, remedy or power accruing upon any Collateral Trust Agreement
Default shall impair any such right, remedy or power or shall be construed to be
a waiver of any such Collateral Trust Agreement Default or any acquiescence
therein; and every right, power and remedy given by this Agreement or any other
Shared Collateral Document to the Collateral Trustees may be exercised from time
to time and as often as may be deemed expedient by the Collateral Trustees.

          (c) In case either of the Collateral Trustees shall have proceeded to
enforce any right, remedy or power under this Agreement or any other Shared
Collateral Document and the proceeding for the enforcement thereof shall have
been discontinued or abandoned for any reason or shall have been determined
adversely to such Collateral Trustee, then and in every such case the Grantors,
the Collateral Trustees, the Representatives and Secured Parties shall, subject
to any determination in such proceeding, severally be restored to their former
positions and rights hereunder and under each such other Shared Collateral
Document with respect to the Collateral Trust Estate, the Collateral Account and
in all other respects, and thereafter all rights, remedies and powers of such
Collateral Trustee shall continue as though no such proceeding had been taken.

          (d) Each Grantor expressly agrees that all rights of action and rights
to assert claims upon or under this Agreement and the other Shared Collateral
Documents may be enforced by the Collateral Trustees without the possession of
any debt instrument or the production thereof in any trial or other proceeding
relative thereto, and any such suit or proceeding instituted by the Collateral
Trustees may be brought in either of their names as Collateral Trustee and any
recovery of judgment shall be held as part of the Collateral Trust Estate.

          SECTION 4.05. Waiver of Certain Rights. Each Grantor, on behalf of
itself and all who may claim through or under it, including, without limitation,
any and all subsequent Affiliates, creditors, vendees, assignees and lienors,
expressly waives and releases, to the fullest

<PAGE>

                                       14

extent permitted by law, any, every and all rights to demand or to have any
marshalling of the Collateral Trust Estate upon any enforcement of any Shared
Collateral Document, including, without limitation, upon any sale, whether made
under any power of sale herein granted or pursuant to judicial proceedings or
upon any foreclosure or any enforcement of any Shared Collateral Document and
consents and agrees that all the Collateral Trust Estate and any such sale may
be offered and sold as an entirety or in parcels.

          SECTION 4.06. Limitation on Collateral Trustees' Duties in Respect of
Shared Collateral. Beyond the duties set forth in this Agreement, the Collateral
Trustees shall not have any duty to the Grantors, the Representatives or the
other Secured Parties as to any Shared Collateral in the Collateral Trustees'
possession or control or in the possession or control of any agent or nominee of
the Collateral Trustees or any income thereon or as to the preservation of
rights against prior parties or any other rights pertaining thereto, except that
each Collateral Trustee shall be liable for its failure to exercise ordinary
care in the handling of moneys and securities and other property actually
received by it.

          SECTION 4.07. Limitation by Law. All rights, remedies and powers
provided by this Article IV may be exercised only to the extent that the
exercise thereof does not violate any applicable mandatory provision of law, and
all the provisions of this Article IV are intended to be subject to all
applicable mandatory provisions of law which may be controlling and to be
limited to the extent necessary so that they will not render this Agreement
invalid, unenforceable in whole or in part or, if the Representatives elect that
this Agreement should be recorded, registered or filed, not entitled to be
recorded, registered, or filed under the provisions of any applicable law.

          SECTION 4.08. Absolute Rights of Secured Parties and Representatives.
Notwithstanding any other provision of this Agreement or any of the other Shared
Collateral Documents, each of the Representatives and each of the Secured
Parties has an absolute and unconditional right to receive payment of all of the
Secured Obligations owing to such Representative or such Secured Party, as the
case may be, when the same becomes due and payable and at the time and place and
otherwise in the manner set forth in the applicable Shared Secured Agreement,
and the right of each such Representative and each such Secured Party to
institute proceedings for the enforcement of such payment on or after the date
such payment becomes due and to assert its position as a secured creditor in a
proceeding under the Bankruptcy Code in which any Grantor is a debtor, and the
obligation of such Grantor to pay all of the Secured Obligations owing to each
of the Representatives and each of the Secured Parties at the time and place
expressed therein, shall not be impaired or affected without the consent of such
Representative or such Secured Party. In addition, the right of any Secured
Party or any Representative, on behalf of itself or on behalf of any such
Secured Party, to receive payment or security from sources other than the Shared
Collateral shall not be, and is not hereby, impaired or affected in any manner.
Without limiting the generality of the foregoing provisions of this Section
4.08, no Representative on behalf of itself or on behalf of any Secured Party,
and no Secured Party shall be obligated to share with any other Representative
or any other Secured Party any proceeds of any collateral, guaranty or right of
setoff other than pursuant to, and to the extent expressly required under, this
Agreement and the other Shared Secured Agreements; nor shall any
Representative's or any Secured Party's right to receive its ratable share of
any amounts maintained in the Collateral Account, if any, or any proceeds of any
of the Shared

<PAGE>

                                       15

Collateral, or any part thereof, under the terms of this Agreement and the other
Shared Collateral Documents be diminished or affected in any way by its right to
receive proceeds of any other collateral or right of setoff, or payment upon a
guaranty or from any other source.

                                   ARTICLE V

                             APPLICATION OF PROCEEDS

          SECTION 5.01. Application of Proceeds. (a) If, pursuant to the
exercise by any Credit Agreement Defaulted Party or the Collateral Trustees of
any rights and remedies set forth in any Shared Collateral Document, any Shared
Collateral is sold or otherwise realized upon by the Collateral Trustees, or if
any Net Cash Proceeds are received by the Collateral Trustees from any
Prepayment Event after delivery of any Collateral Trust Agreement Default Notice
(until it has been terminated, rescinded or withdrawn by the Credit Agreement
Defaulted Party or the Required Representative, as the case may be), the
Collateral Trustees shall deposit into the Collateral Account the proceeds they
receive in respect of such Shared Collateral, and the Corporate Trustee shall
distribute pursuant to the provisions of Section 5.04 all moneys held in the
Collateral Account as follows:

          FIRST, to the payment (in such priority as the Corporate Trustee shall
     elect, but without duplication) of all reasonable legal fees and expenses
     and other reasonable costs or expenses or other liabilities of any kind
     incurred by the Collateral Trustees as Secured Parties under any Shared
     Collateral Document or otherwise in connection with any Shared Collateral
     Document or this Agreement (including, without limitation, any reasonable
     costs or expenses or liabilities incurred in connection with the sale of
     any assets covered by any Shared Collateral Document, or in the operation
     or maintenance of any of the assets covered by any Shared Collateral
     Document), including the reimbursement to any Representative of any amounts
     theretofore advanced by such Representative for the payment of such fees,
     costs and expenses, except only for any such fees, expenses, costs or
     liabilities incurred by any Collateral Trustee as a result of its gross
     negligence or willful misconduct in performing or failing to perform any of
     its duties to the parties hereto expressly set forth herein; provided,
     however, that nothing herein is intended to relieve the Grantors of their
     duties to pay such costs, fees, expenses and liabilities otherwise payable
     to the Collateral Trustees from funds outside of the Collateral Account, as
     required by this Agreement;

          SECOND, to the Collateral Trustees (without duplication) in an amount
     equal to the Collateral Trustees' Fees which are unpaid as of such
     Distribution Date and to any Representative which has theretofore advanced
     or paid any such Collateral Trustees' Fees in an amount equal to the amount
     thereof so advanced or paid by such Representative prior to such
     Distribution Date; provided, however, that nothing herein is intended to
     relieve the Grantors of their duties to pay such fees and claims from funds
     outside of the Collateral Account, as required by this Agreement;

          THIRD, in accordance with paragraph (c) below, ratably to the
     Representatives for the benefit of the Senior Secured Parties for
     application to the Senior Secured

<PAGE>

                                       16

     Obligations of such Senior Secured Parties, or, to be held by such
     Representatives (or by the Corporate Trustee on behalf of such
     Representatives pursuant to Section 5.02 or otherwise) pending such
     application until all such Senior Secured Obligations have been paid in
     full and all letters of credit that constitute Senior Secured Obligations
     and all commitments thereunder have been terminated or cash collateralized
     in full;

          FOURTH, to the Representative of the Junior Secured Parties for the
     benefit of the Junior Secured Parties for application to the Junior Secured
     Obligations, or, to be held by such Representative (or by the Corporate
     Trustee on behalf of such Representative pursuant to Section 5.02 or
     otherwise) pending such application until all such Junior Secured
     Obligations have been paid in full; and

          FIFTH, any surplus remaining after the payment in full in cash of the
     Secured Obligations shall be paid, pursuant to the provisions of Section
     8.02, to the applicable Grantor, its successors or assigns, or to
     whomsoever may be lawfully entitled to receive the same, or as a court of
     competent jurisdiction may direct.

          (b) If, upon the occurrence of any Prepayment Event prior to the
delivery of any Collateral Trust Agreement Default Notice (or, to the extent a
Collateral Trust Agreement Default Notice has been delivered, such notice has,
prior to the Prepayment Event, been terminated or rescinded or withdrawn by the
Credit Agreement Defaulted Party or the Required Representative, as the case may
be), the Collateral Trustees receive from the Grantors any Net Cash Proceeds
from such Prepayment Event, the Collateral Trustees shall deposit any Net Cash
Proceeds that it receives from such Prepayment Event in the Collateral Account
and the Corporate Trustee shall distribute pursuant to the provisions of Section
5.04 such Net Cash Proceeds as follows:

          FIRST, in accordance with paragraph (c) below, ratably to the
     Representatives for the benefit of the Senior Secured Parties for
     application to the Senior Secured Obligations of such Senior Secured
     Parties, or, to be held by such Representatives (or by the Corporate
     Trustee on behalf of such Representatives pursuant to Section 5.02 or
     otherwise) pending such application until all such Senior Secured
     Obligations have been paid in full and all letters of credit that
     constitute Senior Secured Obligations and all commitments thereunder have
     been terminated or cash collateralized in full;

          SECOND, to the Representative of the Junior Secured Parties for the
     benefit of the Junior Secured Parties for application to the Junior Secured
     Obligations, or, to be held by such Representative (or by the Corporate
     Trustee on behalf of such Representative pursuant to Section 5.02 or
     otherwise) pending such application until all such Junior Secured
     Obligations have been paid in full; and

          THIRD, any surplus remaining after the payment in full in cash of the
     Secured Obligations shall be paid, pursuant to the provisions of Section
     8.02, to the applicable Grantor, its successors or assigns, or to
     whomsoever may be lawfully entitled to receive the same, or as a court of
     competent jurisdiction may direct.

<PAGE>

                                       17

          (c)  In order to determine the ratable amount to be distributed to the
Representatives of the Senior Secured Parties pursuant to Section 5.01(a) and
Section 5.01(b) of this Agreement, the Corporate Trustee shall rely on a
certificate of each Representative for the Senior Secured Parties (other than
the ACH Representative if no Collateral Trust Agreement Default shall have
occurred and be continuing), which shall be delivered to the Collateral Trustees
within two Business Days of the notice delivered by the Collateral Trustees
pursuant to Section 5.04, setting forth the Aggregate Senior Credit Exposure for
the Senior Secured Obligations represented by such Representative on the date of
such distribution. The ratable portion of the aggregate amount available to be
distributed to each Representative of the Senior Secured Parties on any date
shall be a fraction, the numerator of which shall be the Aggregate Senior Credit
Exposure of the Senior Secured Parties represented by such Representative on
such date of determination and the denominator of which shall be the Aggregate
Senior Credit Exposure of all the Senior Secured Parties on such date of
determination. For purposes of this Section 5.01(c) and the Shared Secured
Agreements, amounts distributable to a Representative on a prior date and held
on behalf of such Representative and the Secured Parties of such Representative
pursuant to Section 5.02 of this Agreement shall be deemed to have been applied
to the Secured Obligations of the Secured Parties represented by such
Representative, regardless of whether such application has occurred.

          (d)  The priorities set forth in this Article V shall apply without
regard to whether a Secured Party receiving a distribution of Collateral under
this Article V is, or is not, a Secured Party under the Shared Collateral
Document applicable to such Collateral.

          SECTION 5.02. Application of Withheld Amounts. (a) If on any
Distribution Date any amounts on deposit to the Collateral Account are
distributable pursuant to Section 5.01 to any Representative, and if such
Representative shall have given notice to the Collateral Trustees on or prior to
such Distribution Date that all or a portion of such proceeds which are
otherwise distributable to such Representative pursuant to Section 5.01 shall be
held by the Collateral Trustees on behalf of such Representative for the benefit
of the Secured Parties of such Representative, then the Collateral Trustees
shall hold such amount in a separate non-interest bearing cash collateral
account of the Corporate Trustee for the benefit of such Representative and such
Secured Parties, until such time as such Representative shall deliver a written
request for the delivery thereof from such account to such Representative or as
such Representative may otherwise direct in such notice. If on any date
thereafter the Secured Obligations of the Secured Parties represented by any
such Representative shall have been repaid in full in cash and all letters of
credit that constitute Senior Secured Obligations with respect to such Secured
Parties and all commitments thereunder have been terminated or cash
collateralized in full, then (a) upon the written request of the Borrower
certifying as to such payment and termination or cash collateralization in full,
and (b) after delivery of such notice by the Collateral Trustees to such
Representative, the Collateral Trustees shall have received a written notice of
no objection from such Representative, the Collateral Trustees shall redeposit
to the Collateral Account any amounts held on account for such Representative
pursuant to this Section 5.02 and thereafter distribute such amounts as provided
in Section 5.01. If the Borrower shall have failed to deliver to the Collateral
Trustees the certificate provided for in clause (a) of the immediately preceding
sentence, the Collateral Trustees may request payment instructions from the
Required Representative and the Collateral Trustees shall not be required to
make any distributions until such instructions are received. The Corporate
Trustee shall invest amounts on deposit to any

<PAGE>

                                       18

such account in such Cash Equivalents as the applicable Representative may
direct from time to time.

          (b)  The Alpha Representative on behalf of the Alpha Beneficiary
hereby provides notice to the Collateral Trustees pursuant to Section 5.02(a)
that, until such time as the Alpha Representative shall otherwise instruct the
Collateral Trustees, any amounts on deposit to the Collateral Account that are
distributable on any Distribution Date pursuant to Section 5.01 to the Alpha
Representative shall be held by the Collateral Trustees on behalf of the Alpha
Representative in a cash collateral account as provided in Section 5.02(a). If
on the first Business Day of any calendar month the amount held on behalf of the
Alpha Representative in such a cash collateral account pursuant to Section
5.02(a) shall exceed the Alpha Facility Amount (determined in accordance with
Section 6.02 but assuming for purposes of calculating any liability of the Alpha
Beneficiary with respect to a letter of credit at any time when the Alpha Supply
Agreement has not been terminated that the "Monthly Index Price" (as defined
therein) is the greater of $8 per MMBtu and the "Monthly Index Price" then
actually in effect under the Alpha Supply Agreement), then upon the written
request of the Borrower (with a copy to the Alpha Representative) delivered on
or prior to the next succeeding Business Day, the Collateral Trustees shall (i)
if such excess is as a result of the decrease in the component of the Alpha
Facility Amount consisting of the liability of the Alpha Beneficiary under a
letter of credit, redeposit to the Collateral Account the amount of such excess
and thereafter distribute such amount as provided in Section 5.01 or (ii) if
such excess is as a result of any other reason, pay to the Borrower the amount
of such excess.

          SECTION 5.03. Release of Amounts in Collateral Account. Amounts
distributable to a Representative on any Distribution Date pursuant to Section
5.01 shall be paid to such Representative for the benefit of such Representative
and its Secured Parties by the Corporate Trustee (or deposited to an account for
the benefit of such Representative and its Secured Parties pursuant to Section
5.02) to the account set forth on Schedule I, unless at least one Business Day
prior to such Distribution Date, the Corporate Trustee has received a written
certificate of such Representative setting forth alternative payment
instructions for such Representative.

          SECTION 5.04. Distribution Date. Upon receiving Net Cash Proceeds from
any Prepayment Event and upon receiving any proceeds of any Shared Collateral
following the occurrence and during the continuance of any Collateral Trust
Agreement Default, the Collateral Trustees shall within two Business Days
deliver written notice thereof to the Representatives, after which each
Representative for the Senior Secured Parties (other than the ACH Representative
if no Collateral Trust Agreement Default shall have occurred and be continuing)
shall deliver a certificate in accordance with Section 5.01(c) to the Collateral
Trustees setting forth the Aggregate Senior Credit Exposure for the Senior
Secured Obligations represented by such Representative and each Representative
(other than the ACH Representative if no Collateral Trust Agreement Default
shall have occurred and be continuing) shall deliver to the Collateral Trustees
a Statement of Amount of such Secured Obligations pursuant to Section 6.02.
Within two Business Days following receipt of the certificates from the
Representatives for the Senior Secured Parties provided pursuant to Section
5.01(c) and each Statement of Amount from each Representative provided pursuant
to Section 6.02, the Corporate Trustee shall distribute such

<PAGE>

                                       19

amounts as provided in this Article V. The Collateral Trustees shall not be
required to make any distributions to the Secured Parties pursuant to Section
5.01 until it receives the certificates and each Statement of Amount required to
be delivered pursuant to this Section 5.04.

                                   ARTICLE VI

                     AGREEMENTS WITH THE COLLATERAL TRUSTEE

          SECTION 6.01. Delivery of Agreements. On the Effective Date, the
Borrower shall deliver to the Collateral Trustees a true and complete copy of
each Shared Secured Agreement, including each Shared Collateral Document, as in
effect on the Effective Date. The Borrower agrees that, promptly upon the
execution thereof, the Borrower will deliver to the Collateral Trustees a true
and complete copy of any and all Shared Collateral Documents and other Shared
Secured Agreements entered into subsequent to the date hereof and a true and
complete copy of any and all amendments, modifications or supplements to any of
the foregoing.

          SECTION 6.02. Information as to Secured Obligations. Each
Representative agrees that it shall deliver to the Collateral Trustees, with a
copy to each of the other Representatives, from time to time within one Business
Day after the request of the Collateral Trustees and upon delivery of the
certificates pursuant to Section 5.01(c), a written statement of the amount (a
"Statement of Amount"), (i) in the case of the Alpha Representative, setting
forth the calculation of the Alpha Facility Amount at such time, (ii) in the
case of the ACH Representative, setting forth the calculation of the unpaid ACH
Obligations at such time, and (iii) in the case of each of the other
Representatives, a list setting forth, with respect to each class of Secured
Obligations represented by such Representative, (A) the aggregate principal
amount thereof, (B) the accrued and unpaid interest in respect thereof, (iii)
the accrued and unpaid fees and other amounts (if any) in respect thereof, and
(C) the amount of all other unpaid amounts thereunder owing to such
Representative, for its own account and on behalf of such Secured Parties and
(D) such other information regarding such Representative, the Secured Parties
represented by such Representative and its Shared Secured Agreements as the
Collateral Trustees may reasonably request.

          SECTION 6.03. Compensation and Expenses. Each Grantor agrees to pay to
the Collateral Trustees and any co-trustees or successor trustees appointed
hereunder, from time to time upon demand, (a) such compensation for their
services hereunder and under the other Shared Collateral Documents and for
administering the other Collateral Trust Estate, the Collateral Account and any
account or accounts established pursuant to Section 5.02 hereof as set forth on
the fee schedule attached hereto as Schedule 1, as such Schedule 1 may be
amended, supplemented or otherwise modified by the written agreement of the
Borrower (on behalf of itself and the other Grantors) and the Collateral
Trustees from time to time and (b) all the reasonable fees, costs and expenses
incurred by any of them (including, without limitation, the reasonable fees and
disbursements of counsel) (i) arising in connection with the preparation,
execution, delivery, modification and termination of this Agreement and each
other Shared Collateral Document or the enforcement of any of the provisions
hereof or thereof or (ii) incurred or required to be advanced in connection with
the administration of the Collateral

<PAGE>

                                       20

Trust Estate, the Collateral Account, any account or accounts established
pursuant to Section 5.02 hereof, the sale or other disposition of Shared
Collateral pursuant to any Shared Collateral Document and the preservation,
protection or defense of their rights under this Agreement and in and to the
Shared Collateral, the Collateral Account, any account or accounts established
pursuant to Section 5.02 hereof and the Collateral Trust Estate. As security for
such payment, the Collateral Trustees shall have a prior lien upon all Shared
Collateral and other property and funds held or collected by the Collateral
Trustees as part of the Collateral Trust Estate. Each Grantor's obligation under
this Section 6.03 shall survive the termination of this Agreement.

          SECTION 6.04. Stamp and Other Similar Taxes. Each Grantor agrees to
indemnify and hold harmless the Collateral Trustees, each Representative and
each Secured Party from any present or future claim for liability for any stamp
or other similar tax and any penalties or interest with respect thereto, which
may be assessed, levied or collected by any jurisdiction in connection with this
Agreement, any Shared Collateral Document, the Collateral Trust Estate, the
Collateral Account, any account or accounts established pursuant to Section 5.02
hereof or any Shared Collateral. The obligations of each Grantor under this
Section 6.04 shall survive the termination of this Agreement.

          SECTION 6.05. Filing Fees, Excise Taxes, Etc. Each Grantor agrees to
pay or to reimburse the Collateral Trustees for any and all amounts in respect
of all reasonable search, filing, recording and registration fees, taxes, excise
taxes and other similar imposts which may be payable or determined to be payable
in respect of the execution, delivery, performance and enforcement of this
Agreement and each other Shared Collateral Document. The obligations of each
Grantor under this Section 6.05 shall survive the termination of this Agreement.

          SECTION 6.06. Indemnification. (a) Each Grantor agrees to pay,
indemnify, and hold harmless the Collateral Trustees and each of the agents of
either thereof from and against any and all liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or disbursements
of any kind or nature whatsoever (including, without limitation, the costs and
expenses of defending any claim against any of them) with respect to the
execution, delivery, enforcement, performance and administration of this
Agreement and the other Shared Collateral Documents unless and to the extent
arising from the gross negligence or willful misconduct of such of the
Collateral Trustees or such of the agents thereof as are seeking indemnification
or any failure of any Collateral Trustee or any such agent to exercise ordinary
care in the handling of moneys and securities and other property actually
received by any such Collateral Trustee or any such agent. As security for such
payment, any such Collateral Trustee shall have a prior lien upon all Shared
Collateral and other property and funds held or collected by the Collateral
Trustees as part of the Collateral Trust Estate.

          (b) In any suit, proceeding or action brought by the Collateral
Trustees under or with respect to any Shared Collateral Document or the Shared
Collateral for any amount owing thereunder, or to enforce any provisions
thereof, each Grantor will save, indemnify and hold harmless the Collateral
Trustees, the Representatives and the Secured Parties from and against all
expense, loss or damage suffered by reason of any defense, set-off,
counterclaim, recoupment or reduction of liability whatsoever of the obligee
thereunder (unless and to the extent that such expense, loss or damage is caused
by the gross negligence or willful misconduct of any Collateral Trustee or the
failure of any Collateral Trustee to exercise ordinary care in the

<PAGE>

                                       21

handling of moneys and securities and other property actually received by such
Collateral Trustee), arising out of a breach by such Grantor of any obligation
thereunder or arising out of any other agreement, indebtedness or liability at
any time owing to or in favor of such obligee or its successors from such
Grantor and all such obligations of such Grantor shall be and remain enforceable
against and only against such Grantor and shall not be enforceable against the
Collateral Trustees, any Representative or any Secured Party. The agreements in
this Section 6.06 shall survive the termination of this Agreement.

          SECTION 6.07. Further Assurances. (a) Each Grantor agrees, from time
to time, at its own expense to execute, acknowledge, deliver, record, re-record,
file, re-file, register and re-register, and cause its Subsidiaries, if any, to
promptly execute, acknowledge, deliver, record, re-record, file, re-file,
register and re-register any and all such further acts, financing statements and
continuations thereof, notices of assignment, transfers, certificates,
assurances and other instruments as may be reasonably necessary or desirable, or
as any Collateral Trustee, any Representative, any Secured Party through its
Representative, may reasonably request from time to time in order (i) to carry
out more effectively the purposes of this Agreement, (ii) to subject to the
liens and security interests created by any of the Shared Collateral Documents
any of the properties, rights or interests of such Grantor covered or now or
hereafter intended to be covered by any of the Shared Collateral Documents,
(iii) to perfect and maintain the validity, effectiveness and priority of any of
the Shared Collateral Documents and the liens and security interests intended to
be created thereby, (iv) better to assure, convey, grant, assign, transfer,
preserve, protect and confirm unto the Collateral Trustees, the Representatives
and the Secured Parties the rights granted or now or hereafter intended to be
granted to the Collateral Trustees, the Representatives and the Secured Parties
under any Shared Collateral Document or under any other instrument executed in
connection with any Shared Collateral Document to which it is, or may become, a
party, and (v) to enable the Collateral Trustees to exercise and enforce their
rights and remedies hereunder and under each other Shared Collateral Document
with respect to any Shared Collateral; provided, however, that this Section 6.07
shall not be construed to require any Grantor to grant any interest in Shared
Collateral other than pursuant to this Agreement, the Credit Agreement or any
other Shared Collateral Document. Without limiting the generality of the
foregoing, each Grantor will take any such action required to be taken by it
pursuant to any Shared Collateral Document.

          (b) Each Grantor hereby authorizes the Collateral Trustees to file one
or more financing or continuation statements relative to all or any part of the
Shared Collateral, and amendments thereto to correct the name and address of
such Grantor or the Collateral Trustees or to correct the description of the
"Shared Collateral" contained in any of the Shared Collateral Documents to be
consistent with the description of the Shared Collateral contained in such
Shared Collateral Document, in each case, where permitted by law, without the
signature of such Grantor and 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 Agreement, any other Shared
Collateral Document or any financing statement covering the Shared Collateral or
any part thereof shall be sufficient as a financing statement where permitted by
law.

          (c) The Grantors will furnish such information about the Shared
Collateral as the Collateral Trustees may reasonably request from time to time.

<PAGE>

                                       22

                                   ARTICLE VII

                             THE COLLATERAL TRUSTEE

          SECTION 7.01. Declaration of Trust. Each of the Corporate Trustee and
the Individual Trustee, for itself and its successors, hereby accepts the trusts
created by this Agreement upon the terms and conditions hereof, including those
contained in this Article VII. Further, each of the Corporate Trustee and the
Individual Trustee, for itself and its successors, does hereby declare that it
will hold all of the estate, right, title and interest in (a) the Collateral
Trust Estate and the Collateral Account for the benefit of the Representatives
and the Secured Parties as provided herein, and (b) each account as may be
established pursuant to Section 5.02 at the request of a Representative upon the
trust herein set forth and for the benefit of such Representative on behalf of
its applicable Secured Parties as provided herein.

          SECTION 7.02. Exculpatory Provisions. (a) The Collateral Trustees
shall not be responsible in any manner whatsoever for the correctness of any
recitals, statements, representations or warranties contained herein or in the
other Shared Collateral Documents, all of which are made solely by the Grantors
party thereto. The Collateral Trustees make no representations as to the value
or condition of the Collateral Trust Estate, the Collateral Account or any part
thereof, or as to the title of the Grantors thereto or as to the security
afforded by this Agreement or the other Shared Collateral Documents or as to the
validity, execution (except its own execution), enforceability, legality or
sufficiency of this Agreement, any other Shared Collateral Document or any
Shared Secured Agreement, and the Collateral Trustees shall incur no liability
or responsibility in respect of any such matters. The Collateral Trustees shall
not be responsible for insuring the Collateral Trust Estate or for the payment
of taxes, charges, assessments or liens upon the Collateral Trust Estate or
otherwise as to the maintenance of the Collateral Trust Estate or the Collateral
Account, except that in any event that any Collateral Trustee enters into
possession of a part or all of the Collateral Trust Estate or the Collateral
Account, such Collateral Trustee, shall preserve the part in its possession.

          (b) The Collateral Trustees shall not be required to ascertain or
inquire as to the performance by the Grantors of any of the covenants or
agreements contained herein, in any other Shared Collateral Document or in any
Shared Secured Agreement.

          SECTION 7.03. Delegation of Duties. The Collateral Trustees may
execute any of the trusts or powers hereof and perform any duty hereunder either
directly or by or through agents or attorneys-in-fact (which shall not include
officers and employees of any Grantor or any Affiliate of any Grantor). The
Collateral Trustees shall be entitled to rely upon advice of reasonably selected
counsel and other professionals concerning all matters pertaining to such
trusts, powers and duties. The Collateral Trustees shall not be responsible for
the negligence or misconduct of any agents or attorneys-in-fact reasonably
selected by them in good faith.

          SECTION 7.04. Reliance by Collateral Trustees. (a) Whenever in the
administration of the trusts of this Agreement or, pursuant to any other Shared
Collateral Document, the Collateral Trustees shall deem it necessary or
desirable that a matter be proved or established in connection with the taking,
suffering or omitting of any action hereunder by the Collateral Trustees, such
matter, unless other evidence in respect thereof be herein specifically

<PAGE>

                                       23

prescribed, may be deemed to be conclusively proved or established by a
certificate of the Required Representative, as to actions to be taken under
Article IV, or by any Representative, as to matters concerning its Secured
Facility, delivered to the Collateral Trustees and the Representatives, and such
certificate shall constitute a full warranty (in case of each Representative, up
to the aggregate amount of the Distributions so received by such Representative)
to the Collateral Trustees for any action taken, suffered or omitted in reliance
thereon unless the Collateral Trustees shall have actual knowledge of an
inaccuracy therein or shall have received an objection to such certificate by
the Required Representative or any Representative.

          (b) The Collateral Trustees may consult with independent counsel,
independent public accountants and other experts selected by it (excluding,
counsel to or any employee of any Grantor or any Affiliate of any Grantor) and
any opinion of such counsel shall be full and complete authorization and
protection in respect of any action taken or suffered by them hereunder in
accordance therewith unless such Collateral Trustee has actual knowledge of a
reason to question the validity or accuracy of such opinion or of any
assumptions expressed therein as the basis for such opinion. The Collateral
Trustees shall have the right at any time to seek instructions concerning the
administration of the Collateral Trust Estate or the Collateral Account or any
account established pursuant to Section 5.02 hereof from any court of competent
jurisdiction.

          (c) The Collateral Trustees may rely, and shall be fully protected in
acting, upon any resolution, statement, certificate, instrument, opinion,
report, notice, request, consent, order, bond or other paper or document that
they reasonably believe to be genuine and to have been signed or presented by
the proper party or parties or, in the case of telecopier and telexes, to have
been sent by the proper party or parties. In the absence of its gross negligence
or willful misconduct, each Collateral Trustee conclusively may rely, as to the
truth of the statements and the correctness of the opinions expressed therein,
upon any notices, certificates or opinions furnished to such Collateral Trustee
that conform to the requirements of this Agreement or any other Shared
Collateral Document.

          SECTION 7.05. Limitations on Duties of the Collateral Trustees. (a)
The Collateral Trustees undertake to perform only the duties expressly set forth
herein and no implied covenant or obligation shall be read into this Agreement
against the Collateral Trustees.

          (b) The Collateral Trustees may exercise the rights and powers granted
to them by this Agreement and the other Shared Collateral Documents, but only
pursuant to the terms of this Agreement, and the Collateral Trustees shall not
be liable with respect to any action taken or omitted by them in accordance with
the direction of the Representatives.

          (c) The Collateral Trustees shall not be under any obligation to take
any action that is within the discretion of the Collateral Trustees under the
provisions hereof or under any other Shared Collateral Document, except upon the
written request of the Required Representative. The Collateral Trustees shall
make available for inspection and copying by each Representative each
certificate or other paper furnished to the Collateral Trustees by the Grantors,
by any Representative, or by any other Person, under or in respect of this
Agreement, any other Shared Collateral Document or any of the Collateral Trust
Estate.

<PAGE>

                                       24

          (d) The Collateral Trustees shall be under no obligation to exercise
any of the rights or powers vested in them by this Agreement or any other Shared
Collateral Document at the request or direction of any Representative pursuant
to this Agreement, unless such Representative shall have offered to the
Collateral Trustees security or indemnity satisfactory to the Collateral
Trustees against the costs, expenses and liabilities which might be incurred by
them in compliance with such request or direction.

          (e) Each Lender ratably (determined as provided below) shall indemnify
the Collateral Trustees, each of their respective Affiliates and the respective
directors, officers, agents and employees of any of them (to the extent not
reimbursed by the Borrower) against any cost, expense (including counsel fees
and disbursements), claim, demand, action, loss or liability (except such as
result from such indemnitees' gross negligence or willful misconduct) (an
"Indemnified Event") that such indemnitees may suffer or incur in connection
with their exercise of rights and remedies with respect to the Account
Collateral and the Securities Accounts. For purposes of this Section 7.05(e),
each Lender's ratable share shall be based on the amount of Secured Obligations
owing to each such Lender under the Credit Agreement at the time the Indemnified
Event arose.

          (f) The Obligations of the Collateral Trustees hereunder are several
and not joint.

          SECTION 7.06. Moneys to Be Held in Trust All moneys received by the
Corporate Trustee under or pursuant to any provision of this Agreement or any
other Shared Collateral Document shall be segregated and held in trust for the
purposes for which they were paid or are held, and the Corporate Trustee shall
exercise ordinary care in the handling of any such moneys actually received by
it. The Individual Trustee shall promptly turn over to the Corporate Trustee any
Shared Collateral, or any part thereof, delivered to, or received by, the
Individual Trustee.

          SECTION 7.07. Resignation and Removal of Collateral Trustees

          (a) Each or both of the Collateral Trustees may at any time, by giving
30 days' prior written notice to the Grantors and the Representatives, resign
and be discharged of their responsibilities hereby created, such resignation to
become effective upon the appointment of a successor trustee or trustees by the
Required Representative, the acceptance of such appointment by such successor
trustee or trustees and, unless a Collateral Trust Agreement Default has
occurred and is continuing, the consent to the appointment of such successor
trustee or trustees by the Borrower on behalf of itself and the other Grantors.
If a Collateral Trust Agreement Default has occurred, the Grantors' consent to
any such resignation or appointment of a successor shall not be required. The
Collateral Trustees shall be entitled to their fees and expenses accrued to the
date of the resignation becoming effective. Either or both of the Collateral
Trustees may be removed at any time (with or without cause) and a successor
trustee or trustees appointed by the Required Representative, subject to, unless
a Collateral Trust Agreement Default has occurred and is continuing, the consent
of the Borrower on behalf of itself and the other Grantors, provided that the
Collateral Trustees or either of them shall be entitled to their fees and
expenses accrued to the date of removal. If either or both of the Collateral
Trustees resigns or is removed as provided in this Section 7.07, then the
consent to the appointment of a successor trustee or trustees shall not be
unreasonably withheld or delayed and

<PAGE>

                                       25

shall be deemed to have been given if the Borrower (on behalf of itself and the
other Grantors) shall not have reasonably objected to any proposed successor
trustee or trustees within five Business Days of receipt of notice of the
identity thereof from the Required Representative. If no successor trustee or
trustees shall be appointed and approved within 30 days from the date of the
giving of the aforesaid notice of resignation or within 30 days from the date of
such vote for removal, the Collateral Trustees, shall, or the Required
Representative may, apply to any court of competent jurisdiction to appoint a
successor trustee or trustees to act until such time, if any, as a successor
trustee or trustees shall have been appointed as above provided. Any successor
trustee or trustees so appointed by such court shall immediately and without
further act be superseded by any successor trustee or trustees approved by the
Required Representative as above provided.

          (b) If at any time either or both of the Collateral Trustees shall
become incapable of acting, or if at any time a vacancy shall occur in the
office of the Collateral Trustees for any other cause, then a successor trustee
or trustees shall be appointed promptly by the Required Representative, subject
to, unless a Collateral Trust Agreement Default has occurred and is continuing,
the consent of the Borrower (on behalf of itself and the other Grantors), which
consent shall not be unreasonably withheld or delayed, and the powers, duties,
authority and title of the predecessor trustee or trustees terminated and
cancelled without procuring the resignation of such predecessor trustee or
trustees and without any formality (except as may be required by applicable law)
other than the appointment and designation of a successor trustee or trustees in
writing, duly acknowledged, delivered to the predecessor trustee or trustees and
the Grantors, and filed for record in each public office, if any, in which this
Agreement is required to be filed.

          (c) The appointment and designation referred to in Section 7.07(b)
shall, after any required filing, be full evidence of the right and authority to
make the same, and of all the facts therein recited, and this Agreement shall
vest in such successor trustee or trustees, without any further act, deed or
conveyance, all of the estate and title of its predecessor, and upon such filing
for record, the successor trustee or trustees shall become fully vested with all
the estates, properties, rights, powers, trusts, duties, authority and title of
its predecessor; but such predecessor, nevertheless, on the written request of
the Required Representative, the Grantors or its successor trustee or trustees,
shall execute and deliver an instrument transferring to such successor all the
estates, properties, rights, powers, trusts, duties, authority and title of such
predecessor hereunder and shall deliver all securities and moneys held by it or
them to such successor trustee or trustees. Should any deed, conveyance or other
instrument in writing from the Grantors be required by any successor trustee or
trustees for more fully and certainly vesting in such successor trustee or
trustees the estates, properties, rights, powers, trusts, duties, authority and
title vested or intended to be vested in the predecessor trustee or trustees,
any and all such deeds, conveyances and other instruments in writing shall, on
request of such successor trustee or trustees, be promptly executed,
acknowledged and delivered by the Grantors.

          (d) Any required filing for record of the instrument appointing a
successor trustee or trustees as hereinabove provided shall be at the expense of
the Grantors. The resignation of any trustee or trustees and the instrument
removing any trustee or trustees, together with all other instruments, deeds and
conveyances provided for in this Article VII shall, if permitted by law, be
forthwith recorded, registered or filed by and at the expense of the Grantors,
wherever this Agreement is recorded, registered or filed.

<PAGE>

                                       26

          SECTION 7.08. Status of Successors to Collateral Trustees. Every
successor to the Corporate Trustee appointed pursuant to Section 7.07 shall be a
bank or trust company in good standing and having power so to act, incorporated
under the laws of the United States or any State thereof or the District of
Columbia and having its principal corporate trust office within the State of
Delaware, or another state acceptable to the Required Representative, and shall
also have capital, surplus and undivided profits of not less than $100,000,000,
if there be such an institution with such capital, surplus and undivided profits
willing, qualified and able to accept the trust upon reasonable or customary
terms. Any successor to the Individual Trustee appointed pursuant to Section
7.07 shall be an individual residing in the State of Delaware, the State of New
York or another state of the United States acceptable to the Required
Representative.

          SECTION 7.09. Merger of the Corporate Trustee. Any corporation into
which the Corporate Trustee may be merged, or with which it may be consolidated,
or any corporation resulting from any merger or consolidation to which the
Corporate Trustee shall be a party, shall be the Corporate Trustee under this
Agreement without the execution or filing of any paper or any further act on the
part of the parties hereto.

          SECTION 7.10. Powers of Individual Trustee. The Individual Trustee has
been joined as a party hereunder so that if, by any present or future applicable
law in any jurisdiction in which it may be necessary to perform any act in the
execution or enforcement of the trusts hereby created, the Corporate Trustee may
be incompetent, unqualified or unable to act as a Collateral Trustee, then all
of the acts required to be performed in such jurisdiction, in the execution or
enforcement of the trusts hereby created, shall and will be performed by the
Individual Trustee, acting alone. Notwithstanding any other term or provision of
this Agreement to the contrary, the Corporate Trustee alone shall have and
exercise the rights and powers granted herein and shall be solely charged with
the performance of the duties herein declared on the part of the Collateral
Trustees to be had and exercised or to be performed without any action taken by
the Individual Trustee; provided, however, that if the Corporate Trustee or the
Required Representative deem it necessary or desirable for the Individual
Trustee to act in a particular jurisdiction, the Individual Trustee shall have
and exercise the rights and powers granted herein (but no greater powers) and
shall be charged with the performance of the duties herein declared on the part
of the Collateral Trustees to be had and exercised or to be performed, but only
in such particular jurisdiction.

          SECTION 7.11. Additional Co-Trustees; Separate Trustees. (a) If at any
time or times it shall be necessary or prudent in order to conform to any law of
any jurisdiction in which any of the Shared Collateral shall be located, or the
Collateral Trustees shall be advised by counsel satisfactory to them that it is
so necessary or prudent in the interest of the Representatives on behalf of the
Secured Parties, or the Required Representative shall in writing so request by
notice to the Collateral Trustees and the Grantors, or the Collateral Trustees
shall deem it desirable for their own protection in the performance of their
duties hereunder, or the Borrower (on behalf of itself and the other Grantors)
shall in writing so request by notice to the Collateral Trustees with the
consent of the Required Representative, the Collateral Trustees and the Borrower
(on behalf of itself and the other Grantors) shall execute and deliver all
instruments and agreements necessary or proper to constitute another bank or
trust company, or one or more persons approved by the Collateral Trustees, the
Borrower (on behalf of itself and the other Grantors) and the Required
Representative, either to act as co-trustee or co-trustees of all or any

<PAGE>

                                       27

of the Shared Collateral, jointly with the Collateral Trustees originally named
herein or any successor, or to act as separate trustee of any such property. In
the event that the Borrower (on behalf of itself and the other Grantors) shall
not have joined in the execution of such instruments and agreements within 10
days after the receipt of a written request from the Collateral Trustees to do
so, or in case a Collateral Trust Agreement Default shall have occurred and be
continuing, the Collateral Trustees may act under the foregoing provisions of
this Section 7.11 without the concurrence of the Grantors (but with the
concurrence of the Required Representative), and the Grantors hereby appoint the
Collateral Trustees as their agents and attorneys to act for them under the
foregoing provisions of this Section 7.11 in either of such contingencies.

          (b) Any separate trustee and any co-trustee (other than any trustee
which may be appointed as successor to the Corporate Trustee or the Individual
Trustee pursuant to Section 7.07) shall, to the extent permitted by law, be
appointed and act and be such, subject to the following provisions and
conditions, namely:

          (i)   all rights, powers, duties and obligations conferred upon the
     trustees in respect of the custody, control and management of moneys,
     papers or securities shall be exercised solely by the Collateral Trustees
     originally named herein or their successors appointed pursuant to Section
     7.07;

          (ii)  all rights, powers, duties and obligations conferred or imposed
     upon the Collateral Trustees hereunder shall be conferred or imposed and
     exercised or performed by the Collateral Trustees and such separate trustee
     or co-trustee, jointly, as shall be provided in the instrument appointing
     such separate trustee or co-trustee, except to the extent that under any
     law of any jurisdiction in which any particular act or acts are to be
     performed the Collateral Trustees shall be incompetent or unqualified to
     perform such act or acts, in which event such rights, powers, duties and
     obligations shall be exercised and performed by such separate trustee or
     co-trustee;

          (iii) no power given hereby to, or which it is provided hereby, may be
     exercised by any such co-trustee or separate trustee except jointly with,
     or with the consent in writing of, the Collateral Trustees, anything herein
     contained to the contrary notwithstanding;

          (iv)  no trustee hereunder shall be personally liable by reason of any
     act or omission of any other trustee hereunder; and

          (v)   the Borrower (on behalf of itself and the other Grantors) and
     the Collateral Trustees, at any time, by an instrument in writing, executed
     by them jointly, may accept the resignation of or remove any such separate
     trustee, and in that case, by an instrument in writing executed by the
     Borrower (on behalf of itself and the other Grantors) and the Collateral
     Trustees jointly, may appoint (subject to the succeeding sentence of this
     paragraph 7.11(b)(v)) a successor (who shall be acceptable to the Required
     Representative) to such a separate trustee or co-trustee, as the case may
     be, anything herein contained to the contrary notwithstanding. In the event
     that the Borrower (on behalf of itself and the other Grantors) shall not
     have joined in the execution of any such instrument within 10 days after
     the receipt of a written request from the Collateral

<PAGE>

                                       28

     Trustees so to do, or in case a Collateral Trust Agreement Default shall
     have occurred and be continuing, the Collateral Trustees shall have the
     power to accept the resignation of or remove any such separate trustee or
     co-trustee and to appoint (with the consent of the Required Representative)
     a successor without the concurrence of any Grantor and the Grantors hereby
     appoint the Collateral Trustees their agents and attorneys to act for them
     in such connection in either of such contingencies. In the event that the
     Collateral Trustees shall have appointed a separate trustee or co-trustee
     as above provided, they may at any time, by an instrument in writing,
     accept the resignation of or remove any such separate trustee or the
     successor to any such separate trustee to be appointed by the Grantors and
     the Collateral Trustees, or by the Collateral Trustees alone, as
     hereinbefore provided in this Section 7.11.

          SECTION 7.12. Collateral Trustees Appointed Attorneys-in-Fact. Each
Grantor hereby irrevocably constitutes and appoints the Collateral Trustees and
any officer or agent thereof, with full power of substitution, as its true and
lawful attorneys-in-fact with full power and authority in the name of such
Grantor or their own name and in the place and stead of such Grantor and in the
name of such Grantor, from time to time at the direction of the Required
Representative, to take any action and to execute any instrument that the same
may deem necessary or advisable to accomplish the purposes of this Agreement,
including, without limitation, to receive, endorse and collect all instruments
made payable to such Grantor representing any dividend, interest payment or
other distribution in respect of the Shared Collateral or any part thereof and
to give full discharge for the same in accordance with the terms of the Shared
Collateral Documents. Each Grantor acknowledges and agrees that the foregoing
power of attorney is coupled with an interest and may not be revoked or modified
except with the consent of the Collateral Trustees or as otherwise provided
herein.

          SECTION 7.13. Ordinary Care. The Collateral Trustees shall be deemed
to have exercised ordinary care in the custody and preservation of the Shared
Collateral in their possession if the Shared Collateral is accorded treatment
substantially equal to that which the Collateral Trustees accord their own
property, it being understood that the Collateral Trustees shall not have any
responsibility for (i) ascertaining or taking action with respect to calls,
conversions, exchanges, maturities, tenders or other matters relative to any
Shared Collateral, whether or not the Collateral Trustees have or are deemed to
have knowledge of such matters, or (ii) taking any necessary steps to preserve
rights against any parties with respect to any Shared Collateral.

                                  ARTICLE VIII

                          RELEASE OF SHARED COLLATERAL

          SECTION 8.01. Partial Release of Shared Collateral

          (a) Upon any sale, lease, transfer or other Disposition of any item of
Shared Collateral of any Grantor in accordance with the terms of the Credit
Agreement, (i) so long as the Collateral Trustees shall not be required to
execute a release or release possession with respect thereto, the security
interest in such Shared Collateral shall be released automatically, and without
further action, and (ii) under any other circumstance, (x) upon the delivery to
the

<PAGE>

                                       29

Collateral Trustees of a certificate of the Borrower to the effect that such
sale, lease, transfer or other Disposition is in accordance with the terms of
the Credit Agreement and (y) within five (5) Business Days after notice to the
Required Representative, the Payment Agent and each other Representative of the
receipt by the Collateral Trustee of such a certificate, if prior to the end of
such period the Collateral Trustees have not received a written objection from
the Required Representative or the Payment Agent, the security interest in such
Shared Collateral shall be released and the Collateral Trustees will, at such
Grantor's expense, execute and deliver to such Grantor, on the date of the
proposed release (or as promptly thereafter as possible), a release or releases
(including, without limitation, Uniform Commercial Code release statements and
instruments of satisfaction, discharge and/or reconveyance) in recordable form
as to the Shared Collateral specified in such Notice of Partial Release from the
liens, security interests, conveyances and assignments evidenced by the Shared
Collateral Documents, which release shall state that it is effective as of the
date of such Disposition; provided, however, that if such sale, lease, transfer
or other Disposition would result in a prepayment under Section 2.05(b)(i) of
the Credit Agreement, then an Authorized Officer of the Borrower shall be
required to deliver a notice at least five Business days prior to the date of
such Disposition which notice shall (i) specify the Shared Collateral to be so
sold or otherwise disposed of and the proposed date of such sale or other
Disposition, and (ii) certify that the Net Cash Proceeds of such Shared
Collateral will be applied in accordance with the Credit Agreement and this
Agreement, and the Grantors are not, and after giving effect to such release,
would not be, in Default under the Credit Agreement; provided further, however,
that, if prior to the time that the Collateral Trustees deliver a release
pursuant to this Section 8.01(a), the Collateral Trustees shall have received a
Collateral Trust Agreement Default Notice that shall not have been withdrawn
prior to such time and the Required Representative shall not have directed the
Collateral Trustees to deliver such a release, then the Collateral Trustees
shall so notify the Grantors and shall not sign any release or releases in
connection with such Disposition.

          (b) If, at any time, the Collateral Trustees shall receive a written
notice from an Authorized Officer of the Borrower, (i) stating that any
promissory note or other similar or related instrument evidencing obligations
payable to such Grantor and included in the Shared Collateral has been paid in
full, terminated, or transferred in accordance with its terms (or will be so
paid, terminated, or transferred concurrently with the surrender thereof), and
(ii) identifying such note or other instrument in reasonable detail (including,
without limitation, by its date of issuance, the name of its payee and the
principal amount thereof), then the Collateral Trustees shall promptly deliver a
copy of each such notice to each Representative and, unless the Required
Representative shall have disputed the accuracy of such notice within five
Business Days of the delivery of such notice, the Collateral Trustees shall
promptly deliver such note or other instrument to the Borrower, and promptly
execute and deliver a release or releases (including, without limitation,
Uniform Commercial Code release statements) in recordable form as to any such
note or other instrument from the liens, security interests, conveyances and
assignments evidenced by the Shared Collateral Documents, which release shall
state that it is effective as of the date of its delivery.

          SECTION 8.02. Full Release of Shared Collateral Upon Satisfaction of
Certain Secured Obligations. (a) The Collateral Trustees promptly shall release,
in accordance with Section 8.04, all of the Shared Collateral upon the
occurrence of the Shared Collateral Termination Date (the "Release Date");
provided that in the event that (i) the Credit Agreement

<PAGE>

                                       30

is replaced or refinanced in full as the result of the incurrence of
indebtedness that is unsecured, including through the issuance of bonds, notes
or other debt securities incurred at any time before or within two months after
the termination of the Initial Credit Agreement and (ii) the Secured Parties
under the Alpha Facility, the CoGen Facility and the Riverside Facility shall
have agreed to indemnify the Collateral Trustees on the terms set forth in
Section 7.05(e), then the Release Date shall not occur until such time as each
of the Cogen Facility, the Riverside Facility and the Alpha Facility shall be
granted a security interest in and shall be collateralized by a properly
perfected and enforceable security interest in collateral relating to the core
business of the Borrower (including for purposes of clarification any collateral
pledged to secure each of the CoGen Facility, the Riverside Facility or the
Alpha Facility, as the case may be, prior to the Closing Date) that has a fair
market value (based on an appraisal performed by an independent third party
appraiser to be mutually agreed, such agreement not to be unreasonably withheld
or delayed) equal to not less than two times, with respect to the Alpha
Facility, the Alpha Facility Amount, and with respect to the CoGen Facility and
the Riverside Facility, the aggregate principal (or similar) amount outstanding
at such time under the CoGen Facility and the Riverside Facility, as the case
may be. Upon the collateralization of each of the CoGen Facility, the Riverside
Facility and the Alpha Facility, as described in the preceding sentence, the
Release Date shall be deemed to have occurred, and upon the Shared Collateral
Termination Date, the Credit Agreement Obligations shall be deemed not to be
Secured Obligations and holders of Credit Agreement Obligations shall be deemed
not to be Secured Parties on account thereof.

          (b)  In furtherance of the undertaking set forth above in Section
8.02(a), the Collateral Trustees, upon the request of the Borrower accompanied
by a certificate of an Authorized Officer of the Borrower (upon which the
Collateral Trustees may conclusively rely without independent verification) to
the effect that the Release Date shall have occurred, shall deliver a notice by
registered mail to each of the Representatives containing the following:

          (i)  a statement as to the total amount of moneys in the Collateral
     Account and any account which has been established at the request of any
     Representative pursuant to Section 5.02; and

          (ii) a statement that the Collateral Trustees will release such Shared
     Collateral only upon receipt from the Required Representative of
     instructions to do so.

          (c)  If the Collateral Trustees receive a direction from the Required
Representative (which direction shall not be unreasonably withheld or delayed)
to so release such Shared Collateral (and the Collateral Trustees shall not have
received any notice (that has not been terminated, rescinded or withdrawn) that
a Collateral Trust Agreement Default has occurred or is continuing), then the
Collateral Trustees shall release all the Shared Collateral from the security
interest in their favor and deliver to the Grantors all Shared Collateral in the
possession of the Collateral Trustees as specified in such instruction;
provided, however, that the Grantors shall have made adequate provision for the
expenses of the Collateral Trustees associated with such release of Shared
Collateral and all other expenses of, or payable to, the Collateral Trustees
hereunder. If the Collateral Trustees shall not have received an instruction so
to release such Shared Collateral (or shall have received a Collateral Trust
Agreement Default Notice which has not been terminated, rescinded or withdrawn),
the Collateral Trustees shall not release the Shared

<PAGE>

                                       31

Collateral unless and until the Required Representative or a court of competent
jurisdiction so directs the Collateral Trustees

          SECTION 8.03. Full Release of Shared Collateral Constituting Principal
Property Upon Satisfaction of Certain Secured Obligations. (a) The Collateral
Trustees promptly shall release, in accordance with Section 8.04, all of the
Shared Collateral constituting Principal Property upon receipt of the Collateral
Trustee of an amount equal to the aggregate principal amount on the Closing Date
of the Principal Property Secured Term Indebtedness from any events described in
Section 5.01(a) or Section 5.01(b) that relate to Principal Property (the
"Principal Property Release Date").

          (b)  In furtherance of the undertaking set forth above in Section
8.03(a), the Collateral Trustees, upon the request of the Borrower accompanied
by a certificate of an Authorized Officer of the Borrower (upon which the
Collateral Trustees may conclusively rely without independent verification) to
the effect that the Principal Property Release Date shall have occurred, shall
deliver a notice by registered mail to each of the Representatives containing a
statement that the Collateral Trustees will release such Shared Collateral only
upon receipt from the Required Representative of instructions to do so.

          (c)  If the Collateral Trustees receive a direction from the Required
Representative to so release such Shared Collateral, then the Collateral
Trustees shall release all the Shared Collateral constituting Principal Property
from the security interest in their favor and deliver to the Grantors all such
Shared Collateral in the possession of the Collateral Trustees as specified in
such instruction. If the Collateral Trustees shall not have received an
instruction so to release such Shared Collateral, the Collateral Trustees shall
not release the Shared Collateral unless and until the Required Representative
or a court of competent jurisdiction so directs the Collateral Trustees.

          SECTION 8.04. Effect of Release of Shared Collateral. Upon the
effectiveness of the release of the Shared Collateral pursuant to Section 8.02,
all right, title and interest of the Collateral Trustees and the Representatives
on behalf of the Secured Parties in, to and under the Collateral Trust Estate,
the Shared Collateral and the Shared Collateral Documents shall terminate and
shall revert to the Grantors and their successors and assigns, and the estate,
right, title and interest of the Collateral Trustees therein shall thereupon
cease; and in such case, upon the written request of the Grantors, their
successors or assigns, and at the cost and expense of the Grantors, their
successors or assigns, the Collateral Trustees shall promptly execute and
deliver a satisfaction of the Shared Collateral Documents and such instruments
as are necessary or desirable to terminate and remove of record any documents
constituting public notice of the Shared Collateral Documents and the security
interests granted thereunder and shall transfer, or cause to be transferred, and
shall deliver or cause to be delivered to the Grantors, all property, including
all moneys, instruments and securities of the Grantors then held by the
Collateral Trustees. The cancellation and satisfaction of the Shared Collateral
Documents shall be without prejudice to the rights of the Collateral Trustees or
any successor trustee or trustees to charge and be reimbursed for any
expenditures which they may thereafter incur in connection therewith.

<PAGE>

                                       32

                                   ARTICLE IX

                                  MISCELLANEOUS

          SECTION 9.01. Amendments, Supplements and Waivers. With the written
consent of the Required Representative and the Corporate Trustee, any of the
Grantors may, from time to time, enter into written agreements supplemental
hereto for the purpose of adding to or waiving any provision of this Agreement
or any other Shared Collateral Document or changing in any manner the rights of
the Collateral Trustees, the Representatives, the Secured Parties and the
Grantors hereunder or thereunder; provided that

          (a)  no such amendment, waiver or consent shall, unless the approval
     of all the Representatives existing at such time (acting pursuant to valid
     authorization of the relevant constituents under the applicable Shared
     Secured Agreements) shall have been obtained, amend, waive or otherwise
     modify any provision of Article V, Sections 4.08, 7.05(e), 8.01, 8.02 or
     this Section 9.01 or amend or otherwise modify the definitions of
     "Aggregate Senior Credit Exposure", "Alpha Facility", "Alpha Guarantee
     Obligations", "CoGen Facility", "CoGen Facility Obligations", "Credit
     Agreement", "Credit Agreement Obligations", "Excluded Shared Collateral",
     "Junior Secured Obligations", "Junior Secured Parties", "Non-Credit
     Agreement Obligations", "Prepayment Event", "Principal Property",
     "Principal Property Term Indebtedness", "Representatives", "Required
     Representative", "Riverside Facility", "Riverside Facility Obligations",
     "Shared Secured Agreements", "Secured Parties", "Secured Obligations",
     "Senior Secured Credit Agreement Obligations", "Senior Secured
     Obligations", "Senior Secured Parties", "Shared Collateral", "Shared
     Secured Obligations" or "Collateral Trust Agreement Default" set forth in
     Section 1.01;

          (b)  no such amendment, waiver or consent shall amend, waive or
     otherwise modify Section 9.02 without the consent of the Required
     Representative acting upon the direction of the Required Term B Lenders (as
     defined in the Non-Shared Security Agreement);

          (c)  no such amendment, waiver or consent shall amend, waive or
     otherwise modify this Agreement or any other Shared Collateral Document
     unless such amendment, waiver or consent is certified to the Required
     Representative by each respective Representative to have complied with the
     amendment provisions (or other similar provisions) of the then outstanding
     Shared Secured Agreements;

          (d)  no such amendment, waiver or consent shall, unless in writing and
     signed by the Individual Trustee, amend, waive or otherwise modify any
     provision of Section 7.10;

          (e)  any such supplemental agreement shall be binding upon the
     Grantors, the Representatives, the Secured Parties and the Collateral
     Trustees and their respective successors;

          (f)  the Collateral Trustees shall not enter into any such
     supplemental agreement unless they shall have received a certificate of an
     Authorized Officer of each

<PAGE>

                                       33

     Grantor to the effect that such supplemental agreement will not result in a
     breach of any provision or covenant contained in the Shared Secured
     Agreements;

          (g)  the Collateral Trustees shall not enter into any such
     supplemental agreement unless they shall have received a certificate of the
     Required Representative (not to be unreasonably withheld or delayed) to the
     effect that, upon receipt of the Corporate Trustee's written consent, this
     Section 9.01 has been complied with and an instruction letter requesting
     the Corporate Trustee and Individual Trustee to execute such supplemental
     agreement; and

          (h)  notwithstanding anything to the contrary, no consent of the
     Representatives (other than the Required Representative) shall be required
     to amend this Agreement solely to reflect the facts of a replacement,
     refinancing or modification to the Credit Agreement.

          SECTION 9.02. Junior Secured Party Purchase Option. (a) Any or all of
the Junior Secured Parties shall have the right at any time, without the consent
of the Borrower, the Representatives or the other Secured Parties, to purchase
all, but not less than all, of the Senior Secured Credit Agreement Obligations
upon written notice (the "Purchase Notice") to the Representatives of the
Lenders and to the Collateral Trustees; provided, that such Junior Secured
Parties shall in addition either (a) Cash Collateralize the L/C Obligations (in
an amount equal to the Outstanding Amount thereof) or (b) make arrangements
satisfactory to the L/C Issuer for maintaining or replacing any Letters of
Credit then outstanding. Within five Business Days following receipt of a
Purchase Notice, each Senior Secured Party shall sell, and the Junior Secured
Parties that delivered such Purchase Notice shall buy, all of its Senior Secured
Obligations described in such Purchase Notice for a cash purchase price equal to
the outstanding amount of such Senior Secured Obligations (including, for the
avoidance of doubt, any unpaid fees and expenses) at such time.

          (b)  Each Junior Secured Party that purchases Senior Secured Credit
Agreement Obligations pursuant to Section 9.02(a) shall execute such assignment
agreements and other documents that the Representatives for the Lenders shall
reasonably request. From and after the date that any Junior Secured Party
purchases Senior Secured Credit Agreement Obligations pursuant to Section
9.02(a), such Junior Secured Party shall have the rights and obligations of the
Senior Secured Parties under the Credit Agreement. Upon the sale of the Senior
Secured Credit Agreement Obligations to one or more Junior Secured Parties, each
Lender selling its Senior Secured Credit Agreement Obligations shall relinquish
its rights under the Credit Agreement Documents with respect thereto.

          SECTION 9.03. Additional Actions of Representatives. Whether or not
there shall be a Collateral Trust Agreement Default, the Collateral Trustees
shall comply and shall be fully protected in complying with any reasonable
request of (a) the Required Representative, to take or refrain from taking
certain actions with respect to the Shared Collateral or the Representatives,
and (b) more than 50% of the Secured Parties represented by any Representative
that has requested that an account be opened pursuant to Section 5.02, to take
or refrain from taking certain actions with respect to such account, provided,
in each case, that the Collateral Trustees shall not take or refrain from taking
such actions if to do so would violate

<PAGE>

                                       34

applicable law or the terms of this Agreement, the other Shared Collateral
Documents or any other Shared Secured Agreement or if the Collateral Trustees
shall not be indemnified as provided in Section 6.06(b).

          SECTION 9.04. Notices. All notices, requests, demands and other
communications provided for or permitted hereunder shall, unless otherwise
stated herein, be in writing (including by facsimile transmission) and shall be
sent by mail (by registered or certified mail, return receipt requested),
overnight prepaid courier, telex, telecopier, hand delivery:

          (a)  If to the Grantors, to their addresses specified in the Credit
     Agreement or in any Shared Collateral Document;

          (b)  If to the Corporate Trustee, at Rodney Square North, 1100 North
     Market St., Wilmington, DE 19890, Attention: Corporate Trust Division, or
     at such other address as shall be designated by it in a written notice to
     the Grantors and each Representative, with a copy to the Individual
     Trustee, at 1100 North Market St. Rodney Square North Wilmington, DE
     19890-1600, Attention: Corporate Trust Division, or at such other address
     as shall be designated by him in a written notice to the Grantors and each
     Representative; provided that failure to send a copy of any notice to the
     Individual Trustee shall not render any notice to the Collateral Trustees
     ineffective; and

          (c)  If to the Representatives, to it at its address set forth below
     its signature hereto or to such other address specified in writing by such
     Representative to the Collateral Trustees, the Required Representative and
     each of the other Representatives.

All such notices, requests, demands and communications shall be deemed to have
been duly 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) four Business Days
after being deposited in the mail, postage prepaid, (C) if delivered by mail,
the next Business Day if delivered by an overnight prepaid courier, (D) if
delivered by telex when telexed with answerback received, or (F) if delivered by
facsimile, when sent and receipt has been confirmed by telephone; provided,
however, that any notice, request, demand or other communication to (1) the
Collateral Trustees or (2) any Representative under Article V or Article VIII
shall not be effective until received by the Corporate Trustee or such
Representative, as the case may be, and, provided, further, that any notice to
the Collateral Trustees from any Grantor shall be signed by an Authorized
Officer, unless otherwise specifically set forth herein.

          SECTION 9.05. Headings. Section, subsection and other headings used in
this Agreement are for convenience only and shall not affect the construction of
this Agreement.

          SECTION 9.06. Severability. If any provision of this Agreement is held
to be illegal, invalid or unenforceable, (a) the legality, validity and
enforceability of the remaining provisions of this Agreement shall not be
affected or impaired thereby and (b) the parties shall endeavor in good faith
negotiations to replace the illegal, invalid or unenforceable provisions with
valid provisions the economic effect of which comes as close as possible to that
of the illegal, invalid or unenforceable provisions. The invalidity of a
provision in a particular jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction.

<PAGE>

                                       35

          SECTION 9.07. Treatment of Payee or Indorsee by Collateral Trustees.
(a) The Collateral Trustees may treat the registered Secured Party of any
registered note, and the payee or indorsee of any note or debenture which is not
registered, as the absolute owner thereof for all purposes hereunder and shall
not be affected by any notice to the contrary, whether such promissory note or
debenture shall be past due or not.

          (b)  Any person, firm, corporation or other entity which shall be
designated as the duly authorized representative of one or more Representatives
to act as such in connection with any matters pertaining to this Agreement or
any other Shared Collateral Document or the Shared Collateral shall present to
the Collateral Trustees such documents, including, without limitation, opinions
of counsel, as the Collateral Trustees may reasonably require, in order to
demonstrate to the Collateral Trustees the authority of such person, firm,
corporation or other entity to act as the representative of such
Representatives.

          SECTION 9.08. Dealings with the Grantors. Upon any application or
demand by the Grantors to the Collateral Trustees to take or permit any action
under any of the provisions of this Agreement, each Grantor shall (unless
otherwise waived by the Collateral Trustees in writing) furnish to the
Collateral Trustees a certificate signed by an Authorized Officer stating that
all conditions precedent, if any, provided for in this Agreement relating to the
proposed action have been complied with, except that in the case of any such
application or demand as to which the furnishing of such documents is
specifically required by any provision of this Agreement relating to such
particular application or demand, no additional certificate need be furnished.

          SECTION 9.09. Claims. This Agreement is made for the benefit of the
Representatives on behalf of the Secured Parties, and the Representatives may
from time to time enforce their rights as explicit beneficiaries hereunder
pursuant to the terms and conditions of this Agreement and the other Shared
Collateral Documents.

          SECTION 9.10. Binding Effect. This Agreement shall be binding upon and
inure to the benefit of each of the parties hereto and shall inure to the
benefit of the Representatives on behalf of the Secured Parties and their
respective successors and assigns and nothing herein or in any other Shared
Collateral Document is intended or shall be construed to give any other Person
any right, remedy or claim under, to or in respect of this Agreement, any other
Shared Collateral Document, the Shared Collateral, the Collateral Account or the
Collateral Trust Estate or any part thereof.

          SECTION 9.11. Governing Law. The provisions of this Agreement creating
a trust for the benefit of the Representatives on behalf of the Secured Parties
and setting forth the rights, duties, obligations and responsibilities of the
Collateral Trustees hereunder shall be governed by and construed in accordance
with the laws of the State of Delaware, so long as Wilmington Trust Company
shall serve as Corporate Trustee hereunder. In all other respects, including,
without limitation, all matters governed by the Uniform Commercial Code, and if
Wilmington Trust Company shall cease to serve as Corporate Trustee hereunder,
this Agreement shall be governed by and construed in accordance with the laws of
the State of New York, except as otherwise required by mandatory provisions of
law.

<PAGE>

                                       36

          SECTION 9.12. Effectiveness. This Agreement shall become effective on
the execution and delivery hereof and shall remain in effect so long as the
Collateral Trustees shall have any obligations hereunder.

          SECTION 9.13. Reexecution of Agreement. This Agreement shall be
reexecuted at any time and from time to time, at the request of the Required
Representative, with such changes in the form hereof (including, without
limitation, changes on the cover page and adding supplemental signatures and
notary statements) as may be necessary to comply with the filing or recording
requirements of any jurisdiction where this Agreement is to be filed.

          SECTION 9.14. Effect on Credit Agreement. Nothing in this Agreement
shall operate or be deemed to prevent any amendment, modification or waiver of
the Credit Agreement or other Loan Documents (as defined in the Credit
Agreement) by the parties thereto in accordance with the terms thereof.

          SECTION 9.15. Counterparts. This Agreement may be executed in separate
counterparts, each of which shall be an original and all of which taken together
shall constitute one and the same instrument. Delivery of an executed
counterpart of this Agreement by fax shall be effective as a delivery of an
original executed counterpart of this Agreement.

          SECTION 9.16. Additional Grantors. Upon the execution and delivery by
any Subsidiary of the Borrower of a joinder agreement in connection with such
Subsidiary's entry into the Shared Security Agreement, (a) such Subsidiary shall
be referred to as an "Additional Grantor" hereunder, and each reference herein
and in the other Shared Collateral Documents to a "Grantor" shall also mean and
be a reference to such Subsidiary of the Borrower, and (b) each reference to
this "Agreement", "hereunder", "hereof" or words of like import referring to
this Agreement, and each reference in the other Shared Collateral Documents to
the "Collateral Trust Agreement", "thereunder", "thereof" or words of like
import referring to this Agreement, shall mean and be a reference to this
Agreement as supplemented by such supplement.

<PAGE>

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


Corporate Trustee:                          WILMINGTON TRUST COMPANY, not in
                                            its individual capacity, but
                                            solely as Corporate Trustee


                                            By: /s/ KATHLEEN A. PEDELINI
                                               -------------------------------
                                               Title: Financial Services Officer

<PAGE>

Individual Trustee:

                                      John M. Beeson, Jr., not in his individual
                                      capacity, but solely as Individual Trustee

                                       /s/ John M. Beeson, Jr.
                                      ------------------------------------------

<PAGE>


                                                 DYNEGY INC.

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

<PAGE>

Grantors:                                   [Grantors]


                                            By:_________________________________
                                               Title:


                                            By:_________________________________
                                               Title:


<PAGE>

                                             ACKNOWLEDGED AND AGREED ON THE DATE
                                             HEREOF BY:

                                             CITIBANK, N.A., as Administrative
                                             Agent for the Lenders under the
                                             Credit Agreement and as agent for
                                             the Secured Parties under the Alpha
                                             Facility For the purposes of this
                                             Agreement, as Representative for
                                             the Secured Parties under the
                                             Credit Agreement and as
                                             Representative for the Secured
                                             Parties under the Alpha
                                             Facility


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

                                             [ADDRESS]

                                             BANK OF AMERICA, N.A., as
                                             Administrative Agent for the
                                             Lenders under the Credit Agreement
                                             For the purposes of this Agreement,
                                             as Representative for the Secured
                                             Parties under the Credit Agreement



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

                                             [ADDRESS]

                                             COMMERZBANK AG, NEW YORK BRANCH, as
                                             Administrative Agent for the CoGen
                                             Facility For the purposes of this
                                             Agreement, as Representative for
                                             the Secured Parties under the CoGen
                                             Facility

                                             By: /s/ Douglas I. Glickman
                                                --------------------------------
                                                Title: Vice President

                                             [ADDRESS]

                                             CREDIT LYONNAIS NEW YORK BRANCH, as
                                             Administrative Agent for the
                                             Riverside Facility For the purposes
                                             of this Agreement, as
                                             Representative for the Secured
                                             Parties

<PAGE>

                                             under the Riverside Facility


                                             By: /s/ Oliver Aundernard
                                                --------------------------------
                                                Title: Senior Vice President

                                             [ADDRESS]

<PAGE>


                                   SCHEDULE I
                              PAYMENT INSTRUCTIONS

Lenders' Representative
To Citibank, N.A., as Payment Agent
under the Credit Agreement

Alpha Representative
To Citibank, N.A., as Collateral Agent
under the Alpha Facility

CoGen Representative
To Commerzbank AG, New York Branch,
as Administrative Agent under the CoGen Facility

Riverside Representative
To Credit Lyonnais New York Branch,
as Administrative Agent under the Riverside Facility

</TEXT>
</DOCUMENT>
