“ Credit Agreement ” means that certain Credit and Security Agreement dated on or about the date hereof, by and between Borrower and the Senior Lender as the same may hereafter be amended, supplemented or restated from time to time.

“ Enforcement ” shall mean for Subordinated Creditor to make demand for payment or accelerate the Subordinated Indebtedness, repossess any material amount of Collateral or commence the judicial or non-judicial enforcement of any of the rights and remedies under the Subordinated Note, Subordinated Indebtedness or any related agreements or applicable law.  For the avoidance of doubt, “Enforcement” shall specifically exclude any demand or action taken by Subordinated Creditor to obtain or receive payments upon the sale of the Real Estate Collateral.

“ Enforcement Notice ” shall mean a written notice delivered, at a time when a Subordinated Indebtedness Default has occurred and is continuing, by Subordinated Creditor to Senior Lender, specifying the relevant Subordinated Indebtedness Default and stating the current balance of the Subordinated Indebtedness.

“ Lien ” means any security interest, mortgage, deed of trust, pledge, lien, charge, encumbrance, title retention agreement or analogous instrument or device, including the interest of each lessor under any capitalized lease and the interest of any bondsman under any payment or performance bond, in, of or on any assets or properties of a Person, whether now owned or hereafter acquired and whether arising by agreement or operation of law.

“ Real Estate Collateral ” means that certain real property owned by Borrower located at 1301 South Front Street in Pekin, Il  61555-4065 and described on Exhibit A attached hereto.

“ Senior Lender Indebtedness ” is used herein in its most comprehensive sense and means any and all advances, debts, obligations and liabilities of Borrower to the Senior Lender, heretofore, now or hereafter made, incurred or created, whether voluntary or involuntary and however arising, whether due or not due, absolute or contingent, liquidated or unliquidated, determined or undetermined, including under any swap, derivative, foreign exchange, hedge, deposit, treasury management or other similar transaction or arrangement at any time entered into by the Borrower with the Senior Lender, and whether the Borrower may be liable individually or jointly with others, or whether recovery upon such Indebtedness may be or hereafter becomes unenforceable.

“ Subordinated Creditor Collateral ” means collectively, the Real Estate Collateral and Tax Refund Collateral.

“ Subordinated Indebtedness ” means all obligations arising under the Subordinated Note and each and every other debt, liability and obligation of every type and description which the Borrower may now or at any time hereafter owe to the Subordinated Creditor, whether such debt, liability or obligation now exists or is hereafter created or incurred, and whether it is or may be direct or indirect, due or to become due,

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absolute or contingent, primary or secondary, liquidated or unliquidated, or joint, several or joint and several, with the exception of Trade Payables Indebtedness.

“ Subordinated Indebtedness Default ” means a Default or Event of Default as defined in any agreement or instrument evidencing, governing, or issued in connection with Subordinated Indebtedness, including, but not limited to, the Subordinated Note, or any default under or breach of any such agreement or instrument.

“ Subordinated Note ” means the Borrower’s promissory note made by the Borrower dated on or about the date hereof, payable to the order of the Subordinated Creditor in the approximate original principal amount of $11,614,197.19, together with all renewals, extensions and modifications thereof and any note or notes issued in substitution therefore.

“ Tax Refund Collateral ” means all of Borrower’s right, title and interest in and to any proceeds or refunds payable by the Internal Revenue Service pursuant to the filed income tax return for Borrower’s fiscal year ending July 1, 2007, and any and all amendments thereto.

“ Trade Payable Indebtedness ” means the trade payable indebtedness owed by Borrower to Subordinated Creditor, whether such trade payable debt now exists or is hereafter created or incurred, and whether it is or may be direct or indirect, due or to become due, absolute or contingent, primary or secondary, liquidated or unliquidated, or joint, several or joint and several, which shall not include indebtedness evidenced by the Subordinated Note.  For the avoidance of doubt and without limiting the foregoing, “Trade Payable Indebtedness” shall include amounts accruing after June 30, 2009 (i) for products or services provided pursuant to the Gas Service Agreement dated September 1, 2006 by and among Borrower, Subordinated Creditor and the other parties thereto, (ii) for products or services provided pursuant to any successor agreement to that certain Steam Heat Service Agreement dated December 16, 1993 by and among Borrower, Subordinated Creditor and the other parties thereto and (iii) relating to providing electric and natural gas commodity and/or delivery service.

2.                                        Subordination .

(a)                                   The Subordinated Creditor hereby agrees that, except as otherwise provided herein, the payment and performance of all of the Subordinated Indebtedness is hereby expressly subordinated to the payment and performance in full of the Senior Lender Indebtedness and regardless of any priority otherwise available to the Subordinated Creditor by law or by agreement, the Senior Lender shall hold a first priority Lien in the Collateral and the Subordinated Creditor hereby disclaims any interest or Liens in the Collateral, except for the Subordinated Creditor Collateral.  The Subordinated Indebtedness shall continue to be subordinated to the Senior Lender Indebtedness even if the Senior Lender Indebtedness is deemed unsecured, under-secured, subordinated, avoided or disallowed under the United States Bankruptcy Code or other applicable law.

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(b)                                  Notwithstanding anything contained herein to the contrary, until the earlier of (i) the date that all of the Senior Lender Indebtedness has been indefeasibly paid and performed in full and the Senior Lender has released its Lien in the Collateral or (ii) the expiration of the Standstill Period (as hereinafter defined), the Subordinated Creditor hereby disclaims any interest or Liens in the Collateral other than the Subordinated Creditor Collateral.  The parties agree that the provisions of this Section 2(b) , are made in favor of and shall only inure to the benefit of, only Senior Lender its participants, successors and assigns and to no other persons.

(c)                                   Notwithstanding anything contained herein to the contrary (i) the Senior Lender acknowledges that the Subordinated Creditor does not subordinate its Lien in the Subordinated Creditor Collateral and (ii) any Lien claimed in the Subordinated Creditor Collateral by the Senior Lender, shall be and remain fully subordinate for all purposes to the Lien of the Subordinated Creditor in the Subordinated Creditor Collateral for all purposes whatsoever.  Notwithstanding anything in any documents between Subordinated Creditor and Borrower to the contrary, the Subordinated Creditor hereby consents to Senior Lender taking a Lien in the Real Estate Collateral, provided that any such Lien shall be and remain fully subordinate for all purposes to the Lien of the Subordinated Creditor in the Real Estate Collateral for all purposes whatsoever.

3.                                        Payments .

(a)                                   Until all of the Senior Lender Indebtedness has been indefeasibly paid and performed in full and the Senior Lender has released its Lien in the Collateral, the Subordinated Creditor shall not, without the Senior Lender’s prior written consent, demand, receive or accept any payment (whether of principal, interest or otherwise) from the Borrower in respect of the Subordinated Indebtedness, or exercise any right of or permit any setoff in respect of the Subordinated Indebtedness except that the Subordinated Creditor may, provided no Borrower Default has occurred or would occur as a result of any such payments, accept 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 Subordinated Note.

(b)                                  Notwithstanding anything contained herein to the contrary, (i) the Subordinated Creditor may receive payments from Borrower which are payments of Trade Payable Indebtedness and (ii) the Subordinated Creditor may receive payments from Borrower which are proceeds of the Subordinated Creditor Collateral.

4.                                        Receipt of Prohibited Payments . If the Subordinated Creditor receives any payment on the Subordinated Indebtedness that the Subordinated Creditor is not entitled to receive under the provisions of this Agreement, the Subordinated Creditor will hold the amount so received in trust for the Senior Lender and will forthwith turn over such payment to the Senior Lender in the form received (except for the endorsement of the Subordinated Creditor where necessary) for application to then-existing Senior Lender Indebtedness (whether or not due), in such manner of application as the Senior Lender may deem appropriate. If the Subordinated Creditor exercises any right of setoff which the Subordinated Creditor is not permitted to exercise under the provisions of t