1.                                        Consent and Subordination.   Cray Trust hereby consents to the granting by Borrower of the Central Illinois Light Mortgage, and hereby subordinates the lien and effect of the Cray Mortgage to the lien and effect of both the Exchange Bank Mortgage and the Central Illinois Light Mortgage, notwithstanding the priority which would otherwise be accorded such interests by order of recording.  Following the recordation of the Central Illinois Light Mortgage and the recordation of this Subordination Agreement, it is the intention of the parties that the list of mortgages on the Property, in order of their priority, will be as follows:

From and after such recordations, the respective mortgages shall have the priorities as set forth above.

2.                                        Additional Subordination.   The Cray Trust further agrees that all of the liens, security interests, terms, covenants and conditions of the Cray Mortgage and all other documents evidencing or relating to the loan secured thereby, including but not limited to all advances made under the loan (“ Cray Loan ”) secured by the Cray Mortgage, shall at all times be wholly subordinate to the liens, security interests, terms, covenants and conditions of the Exchange Mortgage and the Central Illinois Light Mortgage and all other documents evidencing or relating to the loans secured thereby, including but not limited to all advances made under the loan secured by the Exchange Mortgage and the Central Illinois Light Mortgage, respectively, as the same may be extended, amended or modified from time to time.

3.                                        Permitted Payments.   The Borrower may make, and the Cray Trust may retain, scheduled, current (not more than 30 days past due), non-accelerated payments (but not prepayments) of principal and interest required to be paid under the note evidencing the Cray Loan.  The Borrower shall be prohibited from making and the Cray Trust shall be prohibited from receiving and retaining any payments other than those specified in this Section 3; provided, that upon the earlier to occur of the following events (A) any filing of a petition by or against Borrower under the United States Bankruptcy Code or any other bankruptcy, insolvency, liquidation or similar proceeding or the appointment of a trustee, receiver or similar officer for Borrower or a substantial proportion of its assets; or (B) 120 days after delivery of notice to Exchange Bank and Central Illinois Light of any other event constituting a default by Borrower under the Cray Loan, the Cray Trust may exercise any remedies available to it and accept proceeds therefrom to be applied against the indebtedness owed to the Cray Trust under the Cray Loan.

4.                                        Notice of Default .  Exchange Bank and Central Illinois Power shall give the Cray Trust notices of any defaults by the Borrower under the loans secured by the Exchange Mortgage and the Central Illinois Light Mortgage, respectively, at the time notices of such defaults are given to the Borrower, including copies of each further notice

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to the Borrower relating to such default, and copies of each foreclosure notice, notice of sale, pleading or other document filed in connection with any foreclosure action or proceeding.  Cray Trust shall give Exchange Bank and Central Illinois Power notices of any defaults by the Borrower under the Loan at the time notices of such defaults are given to the Borrower, including copies of each further notice to the Borrower relating to such default, and copies of each foreclosure notice, notice of sale, pleading or other document filed in connection with any foreclosure action or proceeding.

5.                                        Consent by Exchange Bank.   Exchange Bank hereby consents to the granting by Borrower of the Central Illinois Power Mortgage, and agrees that such mortgage shall not constitute a breach of or default under the Exchange Bank Mortgage.

6.                                        Counterpart Signatures.   This Agreement is being signed in several identical counterparts.  All executed copies of this Agreement, when taken together, shall constitute one complete copy of this Agreement, which shall be as enforceable against the parties to the full and same extent as if all parties executed the same copy hereof.

7.                                        Notices.   Unless otherwise provided herein, any notice delivered under this Agreement shall be in writing addressed to the respective party as set forth below and may be personally served, sent by facsimile transmission or sent by overnight courier service or certified or registered United States mail and shall be deemed to have been given (a) if delivered in person, when delivered; (b) if delivered by facsimile transmission, on the date of transmission if transmitted on a business day before 4:00 p.m. (St. Louis, Missouri time) or, if not, on the next succeeding business day; (c) if delivered by overnight courier, one (1) business day after delivery to such courier properly addressed; or (d) if by United States mail, three (3) business days after deposit in the United States mail, postage prepaid and properly addressed.

Notices shall be addressed as follows: