EXHIBIT 10(i)92

                      AMENDED AND RESTATED CREDIT AGREEMENT


       AMENDED AND RESTATED CREDIT AGREEMENT, dated as of July 10, 2000 (as
amended, supplemented or otherwise modified from time to time, this
"AGREEMENT"), among CH ENERGY GROUP, INC., a corporation organized and existing
under the laws of New York (the "BORROWER"), the financial institutions,
including BANK ONE, NA, from time to time parties hereto as lenders
(collectively, the "LENDERS") and BANK ONE, NA, as administrative agent for the
Lenders (in such capacity, the "ADMINISTRATIVE AGENT").

       The parties hereto agree as follows:

       WHEREAS, the Borrower, Bank One, NA, The Chase Manhattan Bank and Marine
Midland Bank (collectively, the "Prior Lenders") and Bank One, NA, (then known
as the First National Bank of Chicago) as administrative agent, are parties to a
Credit Agreement dated as of December 4, 1998 (the "Prior Agreement"), pursuant
to which the Prior Lenders agreed to make available to the Borrower revolving
credit loans on the terms and conditions set forth therein; and

       WHEREAS, the Borrower, the Administrative Agent and the Lenders desire to
amend and restate the Prior Agreement in certain respects as more fully set
forth herein; and

       WHEREAS, pursuant to the terms of this Agreement, on the Restatement Date
(as defined below) (i) the Prior Agreement shall be amended and restated
pursuant hereto (ii) the lenders not parties to the Prior Agreement shall become
parties to this Agreement, and (iii) all provisions of this Amended and Restated
Credit Agreement not previously in effect shall become effective;

       NOW, THEREFORE, in consideration of the undertakings set forth herein and
other good and valuable consideration, the receipt of which is hereby
acknowledged, the parties hereto hereby agree that, effective upon the
Restatement Date, the Prior Agreement is hereby amended and restated in its
entirety to read as follows:


                             SECTION 1 - DEFINITIONS

       1.1    DEFINED TERMS. As used in this Agreement, the following terms
shall have the meanings specified below:

       "ADMINISTRATIVE AGENT" means Bank One, NA in its capacity as contractual
representative of the Lenders pursuant to SECTION 10, and not in its individual
capacity as a Lender, and any successor Administrative Agent appointed pursuant
to SECTION 10.

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       "ADVANCE" means a borrowing hereunder (or conversion or continuation
thereof) consisting of the aggregate amount of the several Loans made on the
same Borrowing Date (or date of conversion or continuation) by the Lenders to
the Borrower of the same Type and, in the case of Eurodollar Advances, for the
same Interest Period.

       "AFFILIATE" means, with respect to a specified Person, another Person
(other than a subsidiary of the Person specified) that directly, or indirectly
through one or more intermediaries, Controls or is Controlled by or is under
common Control with the Person specified.

       "AGGREGATE COMMITMENT" means the aggregate of the Commitments of all the
Lenders, as changed from time to time pursuant to the terms hereof. The initial
amount of the Aggregate Commitment is $170,000,000.

       "AGREEMENT" is defined in the PREAMBLE.

       "ALTERNATE BASE RATE" means, for any day, a fluctuating rate of interest
per annum equal to the higher of (i) the Corporate Base Rate for such day and
(ii) the sum of the Federal Funds Effective Rate as determined by the
Administrative Agent for such day plus 1/2% per annum.

       "APPLICABLE FEE RATE" means, at any time, the percentage rate per annum
at which commitment fees are accruing on the unused portion of the Aggregate
Commitment at such time as set forth in the Pricing Schedule.

       "APPLICABLE MARGIN" means, with respect to Advances of any Type at any
time, the percentage rate per annum which is applicable at such time with
respect to Advances of such Type as set forth in the Pricing Schedule.

       "ARRANGER" means Banc One Capital Markets, Inc., and its successors.

       "AUTHORIZED OFFICER" means any of the President, the Treasurer or the
Chief Financial Officer of the Borrower, acting singly.

       "BANK ONE" means Bank One, NA, a national banking association, in its
individual capacity, and its successors and assigns.

       "BORROWER" is defined in the PREAMBLE.

       "BORROWING DATE" means a date on which an Advance is made hereunder.

       "BORROWING NOTICE" is defined in SECTION 2.8.

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       "BUSINESS DAY" means (i) with respect to any borrowing, payment or rate
selection of Eurodollar Advances, a day (other than a Saturday or Sunday) on
which banks generally are open in Chicago and New York for the conduct of
substantially all of their commercial lending activities and on which dealings
in United States dollars are carried on in the London interbank market and (ii)
for all other purposes, a day (other than a Saturday or Sunday) on which banks
generally are open in Chicago for the conduct of substantially all of their
commercial lending activities.

       "CAPITALIZED LEASE" of a Person means any lease of Property by such
Person as lessee which would be capitalized on a balance sheet of such Person
prepared in accordance with GAAP.

       "CAPITALIZED LEASE OBLIGATIONS" of a Person means the amount of the
obligations of such Person under Capitalized Leases which would be shown as a
liability on a balance sheet of such Person prepared in accordance with GAAP.

       "CODE" means the Internal Revenue Code of 1986, as amended, reformed or
otherwise modified from time to time.

       "COMMITMENT" means, for each Lender, the obligation of such Lender to
make Loans not exceeding the amount set forth opposite its signature below or as
set forth in any Notice of Assignment relating to any assignment that has become
effective pursuant to SECTION 12.3.2, as such amount may be modified from time
to time pursuant to the terms hereof.

       "CONTINGENT OBLIGATION" of a Person means any agreement, undertaking or
arrangement by which such Person assumes, guarantees, endorses, contingently
agrees to purchase or provide funds for the payment of, or otherwise becomes or
is contingently liable upon, the obligation or liability of any other Person, or
agrees to maintain the net worth or working capital or other financial condition
of any other Person, or otherwise assures any creditor of such other Person
against loss.

       "CONVERSION/CONTINUATION NOTICE" is defined in SECTION 2.9.

       "CONTROL" means the possession, directly or indirectly, of (a) the power
to direct or cause the direction of the management or policies of a Person,
whether through the ability to exercise voting power, by contract or otherwise
and/or (b) the ownership or beneficial ownership of 10% or more of the
securities having ordinary voting power for the election of directors of a
Person. "CONTROLLING" and "CONTROLLED" have meanings correlative thereto.

         "CONTROLLED GROUP" means all members of a controlled group of
corporations or other business entities and all trades or businesses (whether or
not incorporated) under common

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control which, together with the Borrower or any of its Subsidiaries, are
treated as a single employer under Section 414 of the Code or Section 4001 of
ERISA.

       "CORPORATE BASE RATE" means a rate per annum equal to the corporate base
rate or prime rate of interest announced by Bank One or its parent from time to
time, changing when and as said corporate base rate or prime rate changes.

       "DEFAULT" means an event described in SECTION 7.

       "DOLLARS" or "$" refers to lawful money of the United States of America.

       "ENVIRONMENTAL LAWS" means any and all applicable federal, state, local
and foreign statutes, laws, judicial decisions, regulations, ordinances, rules,
judgments, orders, decrees, plans, injunctions, permits, concessions, grants,
franchises, licenses, agreements and other governmental restrictions relating to
(i) the protection of the environment, (ii) the effect of the environment on
human health, (iii) emissions, discharges or releases of pollutants,
contaminants, hazardous substances or wastes into surface water, ground water or
land, or (iv) the manufacture, processing, distribution, use, treatment,
storage, disposal, transport or handling of pollutants, contaminants, hazardous
substances or wastes or the clean-up or other remediation thereof.

       "ENVIRONMENTAL LIABILITY" means any liability, contingent or otherwise
(including any liability for damages, costs of environmental remediation, fines,
penalties or indemnities), of the Borrower or any Subsidiary directly or
indirectly resulting from or based upon (a) violation of any Environmental Law
or (b) the release or threatened release of any Hazardous Materials into the
environment.

       "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended from time to time, and any rule or regulation issued thereunder.

       "ERISA AFFILIATE" means any entity (whether or not incorporated) that,
together with the Borrower, is treated as a single employer under Section 414(b)
or (c) of the Code or, solely for purposes of Section 302 of ERISA and Section
412 of the Code, is treated as a single employer under Section 414 of the Code.

       "ERISA EVENT" means (a) any "reportable event", as defined in Section
4043(c) of ERISA or the regulations issued thereunder with respect to a Plan
(other than an event for which the 30-day notice period is waived under
applicable PBGC regulations); (b) the failure to make a required contribution to
any Plan sufficient to give rise to a lien under Section 302(f) of ERISA; (c)
the existence with respect to any Plan of an "accumulated funding deficiency"
(as defined in Section 412 of the Code or Section 302 of ERISA), whether or not
waived; (d) the filing pursuant to Section 412(d) of the Code or Section 303(d)
of ERISA of an application for a waiver of the minimum funding standard with
respect to any plan; (e) the taking of any steps by

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the Borrower or any of its ERISA Affiliates to terminate any Plan, if such
termination could result in any liability under Title IV of ERISA with respect
to such Plan; (f) the receipt by the Borrower or any ERISA Affiliate from the
PBGC or a plan administrator of any notice relating to an intention to terminate
any Plan or Plans or to appoint a trustee to administer any Plan; (g) the
incurrence by the Borrower or any of its ERISA Affiliates of any liability with
respect to the withdrawal or partial withdrawal, within the meaning of Section
4063 of ERISA, from any multiple-employer Plan; or (h) the receipt concerning
the imposition of withdrawal liability or a determination that a multiemployer
plan is, or is expected to be, insolvent or in reorganization, within the
meaning of Title IV of ERISA.

       "EURODOLLAR ADVANCE" means an Advance which bears interest at the
applicable Eurodollar Rate.

       "EURODOLLAR BASE RATE" means, with respect to a Eurodollar Advance for
the relevant Interest Period, the applicable British Bankers' Association
Interest Settlement Rate for deposits in U.S. dollars appearing on Reuters
Screen FRBD as of 11:00 a.m. (London time) two Business Days prior to the first
day of such Interest Period, and having a maturity equal to such Interest
Period, PROVIDED that, (i) if Reuters Screen FRBD is not available to the
Administrative Agent for any reason, the applicable Eurodollar Base Rate for the
relevant Interest Period shall instead be the applicable British Bankers'
Association Interest Settlement Rate for deposits in U.S. dollars as reported by
any other generally recognized financial information service as of 11:00 a.m.
(London time) two Business Days prior to the first day of such Interest Period,
and having a maturity equal to such Interest Period, and (ii) if no such British
Bankers' Association Interest Settlement Rate is available to the Administrative
Agent, the applicable Eurodollar Base Rate for the relevant Interest Period
shall instead be the rate determined by the Administrative Agent to be the rate
at which Bank One or one of its Affiliate banks offers to place deposits in U.S.
dollars with first-class banks in the London interbank market at approximately
11:00 a.m. (London time) two Business Days prior to the first day of such
Interest Period, in the approximate amount of Bank One's relevant Eurodollar
Loan and having a maturity equal to such Interest Period.

       "EURODOLLAR LOAN" means a Loan which bears interest at the applicable
Eurodollar Rate.

       "EURODOLLAR RATE" means, with respect to a Eurodollar Advance for the
relevant Interest Period, the sum of (i) the quotient of (a) the Eurodollar Base
Rate applicable to such Interest Period, divided by (b) one minus the Reserve
Requirement (expressed as a decimal) applicable to such Interest Period, plus
the Applicable Margin. The Eurodollar Rate shall be rounded to the next higher
multiple of 1/16 of 1% if the rate is not such a multiple.

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

       "EXCLUDED TAXES" means, in the case of each Lender or applicable Lending
Installation and the Administrative Agent, taxes imposed on its overall net
income, and franchise taxes

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imposed on it, by (i) the jurisdiction under the laws of which such Lender or
the Administrative Agent is incorporated or organized or (ii) the jurisdiction
in which the Administrative Agent's or such Lender's principal executive office
or such Lender's applicable Lending Installation is located.

       "EXHIBIT" refers to an exhibit to this Agreement, unless another document
is specifically referenced.

       "FEDERAL FUNDS EFFECTIVE RATE" means, for any day, an interest rate per
annum equal to the weighted average of the rates on overnight Federal funds
transactions with members of the Federal Reserve System arranged by Federal
funds brokers on such day, as published for such day (or, if such day is not a
Business Day, for the immediately preceding Business Day) by the Federal Reserve
Bank of New York, or, if such rate is not so published for any day which is a
Business Day, the average of the quotations at approximately 10:00 a.m. (Chicago
time) on such day on such transactions received by the Administrative Agent from
three Federal funds brokers of recognized standing selected by the
Administrative Agent in its sole discretion.

       "FERC" means the Federal Energy Regulatory Commission and any successor
agency thereto.

       "FLOATING RATE" means, for any day, a rate per annum equal to the
Alternate Base Rate for such day, in each case changing when and as the
Alternate Base Rate changes.

       "FLOATING RATE ADVANCE" means an Advance which bears interest at the
Floating Rate.

       "FLOATING RATE LOAN" means a Loan which bears interest at the Floating
Rate.

       "FPA" means the Federal Power Act, as amended, and all rules and
regulations promulgated thereunder.

       "GAAP" is defined in SECTION 1.3.

       "HAZARDOUS MATERIALS" means all materials defined as hazardous substances
under the Federal Comprehensive Environmental Response, Compensation and
Liability Act, as amended, petroleum or petroleum distillates, or friable
asbestos or friable asbestos containing materials, and all similar items under
the laws of each jurisdiction where the Borrower and its Subsidiaries operate.

       "HEDGING AGREEMENT" means, with respect to any Person, any interest rate
swap, cap or collar agreement, any commodity or currency swap agreement, or any
similar agreement designed to protect such Person against fluctuations in
interest rates, commodity prices or currency exchange rates.

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       "INDEBTEDNESS" of a Person means such Person's (i) obligations for
borrowed money, (ii) obligations representing the deferred purchase price of
Property or services (other than accounts payable arising in the ordinary course
of such Person's business payable on terms customary in the trade), (iii)
obligations, whether or not assumed, secured by Liens or payable out of the
proceeds or production from property now or hereafter owned or acquired by such
Person, (iv) obligations which are evidenced by notes, acceptances, or other
instruments, (v) obligations of such Person to purchase securities or other
property arising out of or in connection with the sale of the same or
substantially similar securities or property, (vi) Capitalized Lease
Obligations, (vii) Contingent Obligations, (viii) all obligations, contingent or
otherwise, with respect to the face amount of letters of credit (whether or not
drawn) and bankers' acceptances issued for the account of such Person, (ix) all
obligations under Hedging Agreements and (x) any other obligation for borrowed
money or other financial accommodation which in accordance with GAAP would be
shown as a liability on the consolidated balance sheet of such Person.

       "INTEREST PERIOD" means, with respect to a Eurodollar Advance, a period
of one, two, three or six months commencing on a Business Day selected by the
Borrower pursuant to this Agreement. Such Interest Period shall end on the day
which corresponds numerically to such date one, two, three or six months
thereafter, PROVIDED, HOWEVER, that if there is no such numerically
corresponding day in such next, second, third or sixth succeeding month, such
Interest Period shall end on the last Business Day of such next, second, third
or sixth succeeding month. If an Interest Period would otherwise end on a day
which is not a Business Day, such Interest Period shall end on the next
succeeding Business Day, PROVIDED, HOWEVER, that if said next succeeding
Business Day falls in a new calendar month, such Interest Period shall end on
the immediately preceding Business Day.

       "INVESTMENT" means, relative to any Person, (a) any loan or advance made
by such Person to any other Person, (b) any Contingent Obligation of such Person
with respect to another Person and (c) any investment made by such Person in any
other Person. The amount of any Investment shall be the original principal or
capital amount thereof less all returns of principal or equity thereon and
shall, if made by the transfer or exchange of property other than cash, be
deemed to have been made in an original principal or capital amount equal to the
fair market value of such property at the time of such Investment.

       "LENDERS" means the lending institutions listed on the signature pages of
this Agreement and their respective successors and assigns.

       "LENDING INSTALLATION" means, with respect to a Lender or the
Administrative Agent, the office, branch, subsidiary or affiliate of such Lender
or the Administrative Agent listed on the signature pages hereof or on a
Schedule or otherwise selected by such Lender or the Administrative Agent
pursuant to SECTION 2.17.

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       "LIEN" means, with respect to any asset, any lien (statutory or other),
mortgage, pledge, charge, security interest or other encumbrance of any kind in
respect of such asset (including the interest of a vendor or lessor under any
conditional sale, Capitalized Lease or other title retention agreement).

       "LOAN" means, with respect to a Lender, such Lender's loan made pursuant
to SECTION 2 (or any conversion or continuation thereof).

       "LOAN DOCUMENTS" means this Agreement and any Notes issued pursuant to
SECTION 2.13.

       "MATERIAL ADVERSE EFFECT" means a material adverse effect on (i) the
business, Property, condition (financial or otherwise), results of operations,
or prospects of the Borrower and its Subsidiaries taken as a whole, (ii) the
ability of the Borrower to perform its obligations under the Loan Documents or
(iii) the validity or enforceability of any of the Loan Documents or the rights
or remedies of the Administrative Agent or the Lenders thereunder.

       "MATERIAL FINANCIAL OBLIGATION" means Indebtedness of the Borrower or any
Subsidiary, or obligations of the Borrower or any Subsidiary in respect of any
Securitization Transaction, in an aggregate amount (for all applicable
Indebtedness and obligations in respect of Securitization Transactions, but
without duplication) equal to $10,000,000 or more.

       "MOODY'S" means Moody's Investors Service, Inc.

       "MULTIEMPLOYER PLAN" means a Plan maintained pursuant to a collective
bargaining agreement or any other arrangement to which the Borrower or any
member of the Controlled Group is a party to which more than one employer is
obligated to make contributions.

       "NON-ENERGY RELATED BUSINESS" means any business other than businesses
engaged in or directly related to: (i) the production, sale, brokerage,
management, transportation, delivery or other provision of energy products,
including but not limited to, electricity, natural gas, oil, coal, propane and
renewable energy producing materials, (ii) the provision of energy conservation
services, including, but not limited to, energy audits, installation of energy
conservation devices, energy efficient equipment and related systems, (iii) the
provision of services and equipment in connection with the procurement of such
energy products or conservation of energy, (iv) engineering, consulting,
construction, operational or maintenance services in connection with such energy
products, the conservation of energy or with equipment utilizing such energy
products or (v) the manufacturing of equipment used in connection with energy
production or conservation.

       "NON-REGULATED SUBSIDIARY" means a Subsidiary of the Borrower other than
a Regulated Subsidiary.

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       "NON-U.S. LENDER" is defined in SECTION 3.5(IV).

       "NOTE" means any promissory note issued at the request of a Lender
pursuant to SECTION 2.13 in the form of EXHIBIT A.

       "NOTICE OF ASSIGNMENT" is defined in SECTION 12.3.2.

       "OBLIGATIONS" means all unpaid principal of and accrued and unpaid
interest on the Loans, all accrued and unpaid fees and all expenses,
reimbursements, indemnities and other obligations of the Borrower to the Lenders
or to any Lender, the Administrative Agent or any indemnified party arising
under the Loan Documents.

       "OTHER TAXES" is defined in SECTION 3.5(II).

       "PARTICIPANTS" is defined in SECTION 12.2.1.

       "PAYMENT DATE" means the last Business Day of each March, June, September
and December.

       "PBGC" means the Pension Benefit Guaranty Corporation or any successor
thereto.

       "PERSON" means any natural person, corporation, firm, joint venture,
partnership, limited liability company, association, enterprise, trust or other
entity or organization, or any government or political subdivision or any
agency, department or instrumentality thereof.

       "PLAN" means an employee pension benefit plan which is covered by Title
IV of ERISA or Section 302 of ERISA or subject to the minimum funding standards
under Section 412 of the Code as to which the Borrower or any member of the
Controlled Group may have any liability.

       "PRICING SCHEDULE" means the Schedule attached hereto identified as such.

       "PRIOR AGREEMENT" is defined in the RECITALS.

       "PRIOR LENDERS" is defined in the RECITALS.

       "PROPERTY" of a Person means any and all property, whether real,
personal, tangible, intangible, or mixed, of such Person, or other assets owned,
leased or operated by such Person.

       "PUBLIC REPORTS" means the Borrower's (i) annual report on Form 10-K for
the year ended December 31, 1999 and (ii) quarterly report on Form 10-Q for the
quarterly period ending March 31, 2000, each filed with the SEC under the
Exchange Act.

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

       "PURCHASERS" is defined in SECTION 12.3.1.

       "REGULATED SUBSIDIARY" means a Subsidiary of the Borrower subject to
regulation under the FERC, the FPA, the PUHCA and/or any state utilities code.

       "REGULATION D" means Regulation D of the Board of Governors of the
Federal Reserve System as from time to time in effect and any successor thereto
or other regulation or official interpretation of said Board of Governors
relating to reserve requirements applicable to member banks of the Federal
Reserve System.

       "REGULATION U" means Regulation U of the Board of Governors of the
Federal Reserve System as from time to time in effect and any successor or other
regulation or official interpretation of said Board of Governors relating to the
extension of credit by banks for the purpose of purchasing or carrying margin
stocks applicable to member banks of the Federal Reserve System.

       "REPORTABLE EVENT" means a reportable event as defined in Section 4043 of
ERISA and the regulations issued under such section, with respect to a Plan,
excluding, however, such events as to which the PBGC has by regulation waived
the requirement of Section 4043(a) of ERISA that it be notified within 30 days
of the occurrence of such event, PROVIDED, HOWEVER, that a failure to meet the
minimum funding standard of Section 412 of the Code and of Section 302 of ERISA
shall be a Reportable Event regardless of the issuance of any such waiver of the
notice requirement in accordance with either Section 4043(a) of ERISA or Section
412(d) of the Code.

       "REQUIRED LENDERS" means Lenders in the aggregate having at least 66-2/3%
of the Aggregate Commitment or, if the Aggregate Commitment has been terminated,
Lenders in the aggregate holding at least 66-2/3% of the aggregate unpaid
principal amount of the outstanding Advances.

       "RESERVE REQUIREMENT" means, with respect to an Interest Period, the
maximum aggregate reserve requirement (including all basic, supplemental,
marginal and other reserves) which is imposed under Regulation D on Eurocurrency
liabilities.

       "RESTATEMENT DATE" means the day on which (a) the Borrower, the
Administrative Agent and the Lenders have executed this Agreement and (b) the
Borrower has satisfied all of the terms and conditions of Section 4.1.

       "S&P" means Standard and Poor's Ratings Services, a division of The
McGraw Hill Companies, Inc.

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       "SEC" means the Securities and Exchange Commission.

       "SCHEDULE" refers to a specific schedule to this Agreement, unless
another document is specifically referenced.

       "SECTION" means a numbered section of this Agreement, unless another
document is specifically referenced.

       "SECURITIZATION TRANSACTION" means any sale, assignment or other transfer
by the Borrower or any Subsidiary of accounts receivable or other payment
obligations owing to the Borrower or any Subsidiary or any interest in any of
the foregoing, together in each case with any collections and other proceeds
thereof, any collection or deposit accounts related thereto, and any collateral,
guaranties or other property or claims in favor of the Borrower or such
Subsidiary supporting or securing payment by the obligor thereon of, or
otherwise related to, any such receivables.

       "SETTLEMENT AGREEMENT" means the amended and restated settlement
agreement dated January 2, 1998 among the Staff of the New York Public Service
Commission, the Utility and others, as adopted by the New York Public Service
Commission in Opinion No. 98-14, issued and effective June 30, 1998.

       "SINGLE EMPLOYER PLAN" means a Plan maintained by the Borrower or any
member of the Controlled Group for employees of the Borrower or any member of
the Controlled Group.

       "SUBSIDIARY" of a Person means at any date, any corporation, limited
liability company, partnership, association or other entity the accounts of
which would be consolidated with those of such Person in such Person's
consolidated financial statements if such financial statements were prepared in
accordance with GAAP as of such date, as well as any other corporation, limited
liability company, partnership, association or other entity that is, as of such
date, otherwise Controlled, by such Person or one or more subsidiaries of such
Person or by such Person and one or more subsidiaries of such Person.

       "SUBSTANTIAL PORTION" means, with respect to the Property of the Borrower
and its Subsidiaries, Property which (i) represents more than 10% of the
consolidated assets of the Borrower and its Subsidiaries as would be shown in
the consolidated financial statements of the Borrower and its Subsidiaries as at
the beginning of the twelve-month period ending with the month in which such
determination is made, or (ii) is responsible for more than 10% of the
consolidated net sales or of the consolidated net income of the Borrower and its
Subsidiaries as reflected in the financial statements referred to in clause (i)
above.

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       "TAXES" means any and all present or future taxes, duties, levies,
imposts, deductions, charges or withholdings, and any and all liabilities with
respect to the foregoing, but EXCLUDING Excluded Taxes.

       "TERMINATION DATE" means December 3, 2001 or any earlier date on which
the Aggregate Commitment is reduced to zero or otherwise terminated pursuant to
the terms hereof.

       "TOTAL CAPITALIZATION" means the sum of Total Debt of the Borrower and
its Subsidiaries determined on a consolidated basis plus the Borrower's
consolidated shareholders' equity.

       "TOTAL DEBT" means, with respect to any Person, all Indebtedness of such
Person referred to in CLAUSES (I), (II), (III), (IV), (V), (VI), and (VIII) of
the definition of "INDEBTEDNESS" and (without duplication) all Contingent
Obligations in respect of any of the foregoing.

       "TRANSFEREE" is defined in SECTION 12.4.

       "TYPE" means, with respect to any Advance, its nature as a Floating Rate
Advance or a Eurodollar Advance.

       "UNMATURED DEFAULT" means an event which but for the lapse of time or the
giving of notice, or both, would constitute a Default.

       "UTILITY" means Central Hudson Gas & Electric Corporation, a Wholly-Owned
Subsidiary of the Borrower.

       "WHOLLY-OWNED SUBSIDIARY" of a Person means (i) any Subsidiary all of the
outstanding voting securities of which shall at the time be owned or Controlled,
directly or indirectly, by such Person or one or more Wholly-Owned Subsidiaries
of such Person, or by such Person and one or more Wholly-Owned Subsidiaries of
such Person, or (ii) any partnership, limited liability company, association,
joint venture or similar business organization 100% of the ownership interests
having ordinary voting power of which shall at the time be so owned or
Controlled.

       1.2 TERMS GENERALLY. The definitions of terms herein shall apply equally
to the singular and plural forms of the terms defined. Whenever the context may
require, any pronoun shall include the corresponding masculine, feminine and
neuter forms. The words "include", "includes" and "including" shall be deemed to
be followed by the phrase "without limitation". The word "will" shall be
construed to have the same meaning and effect as the word "shall". Unless the
context requires otherwise (a) any definition of or reference to any agreement,
instrument or other document herein shall be construed as referring to such
agreement, instrument or other document as from time to time amended,
supplemented, amended and restated or otherwise modified (subject to any
restrictions on such amendments, supplements or modifications set forth herein),
(b) any reference herein to any Person shall be construed to

                                       12

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include such Person's successors and assigns, (c) the words "herein", "hereof"
and "hereunder", and words of similar import, shall be construed to refer to
this Agreement in its entirety and not to any particular provision hereof and
(d) all references herein to Sections, Exhibits and Schedules shall be construed
to refer to Sections of, and Exhibits and Schedules to, this Agreement.

       1.3 ACCOUNTING TERMS; GAAP. Unless otherwise specified, all accounting
terms used herein or in any other Loan Document shall be interpreted, all
accounting determinations and computations hereunder or thereunder (including
under SECTION 6.15) shall be made, and all financial statements required to be
delivered hereunder or thereunder shall be prepared in accordance with, those
generally accepted accounting principles ("GAAP") applied in the preparation of
the financial statements referred to in SECTION 5.4.


                           SECTION 2 - THE COMMITMENTS

       2.1 COMMITMENT. From and including the date of this Agreement and prior
to the Termination Date, each Lender severally agrees, on the terms and
conditions set forth in this Agreement, to make Loans to the Borrower from time
to time in amounts not to exceed in the aggregate at any one time outstanding
the amount of its Commitment. Subject to the terms of this Agreement, the
Borrower may borrow, repay and reborrow at any time prior to the Termination
Date. The Commitments to lend hereunder shall expire on the Termination Date.

       2.2 REQUIRED PAYMENTS; TERMINATION. Any outstanding Advances and all
other unpaid Obligations shall be paid in full by the Borrower on the
Termination Date.

       2.3 RATABLE LOANS. Each Advance hereunder shall consist of Loans made
from the several Lenders ratably in proportion to the ratio that their
respective Commitments bear to the Aggregate Commitment.

       2.4 TYPES OF ADVANCES. The Advances may be Floating Rate Advances or
Eurodollar Advances, or a combination thereof, selected by the Borrower in
accordance with SECTIONS 2.8 and 2.9.

       2.5 COMMITMENT FEE; REDUCTIONS AND OPTIONAL INCREASE IN AGGREGATE
COMMITMENT.

       (a)    The Borrower agrees to pay to the Administrative Agent for the
account of each Lender a commitment fee at a per annum rate equal to the
Applicable Fee Rate on the daily unused portion of such Lender's Commitment from
the date hereof to and including the Termination Date, payable on each Payment
Date hereafter and on the Termination Date.

                                       13
<PAGE>


       (b)    The Borrower may permanently reduce the Aggregate Commitment, in
whole or in part, ratably among the Lenders in integral multiples of
$10,000,000, upon at least three Business Days' prior written notice to the
Administrative Agent, which notice shall specify the amount of any such
reduction, PROVIDED, HOWEVER, that the amount of the Aggregate Commitment may
not be reduced below the aggregate principal amount of the outstanding Advances.

       (c)    The Borrower may, from time to time by means of a letter to the
Administrative Agent substantially in the form of EXHIBIT B, request that the
Aggregate Commitment be increased by (a) increasing the Commitment of one or
more Lenders which have agreed to such increase and/or (b) adding one or more
commercial banks or other Persons as a party hereto with a Commitment in an
amount agreed to by any such commercial bank or other Person; provided that (i)
no commercial bank or other Person shall be added as a party hereto without the
written consent of the Administrative Agent (which shall not be unreasonably
withheld), (ii) at the time of the proposed increase in the Aggregate
Commitment, no Default or Unmatured Default will exist or result from such
increase, and (iii) in no event shall the Aggregate Commitment be increased by
more than $30,000,000 during the term of this Agreement. Any increase in the
Aggregate Commitment pursuant to this SECTION 2.5(C) shall be effective three
Business Days after the date on which the Administrative Agent has received and
accepted the applicable increase letter in the form of Annex 1 to EXHIBIT B (in
the case of an increase in the Commitment of an existing Lender) or assumption
letter in the form of Annex 2 to EXHIBIT B (in the case of the addition of a
commercial bank or other Person as a new Lender). The Administrative Agent shall
promptly notify the Borrower and the Lenders of any increase in the amount of
the Aggregate Commitment pursuant to this SECTION 2.5(C) and the amount of the
Aggregate Commitment and each Lender's pro rata share thereof after giving
effect thereto. The Borrower acknowledges that, in order to maintain Loans in
proportion to the ratio that each Lender's respective Commitment bears to the
Aggregate Commitment, a reallocation of the Commitments as a result of a
non-pro-rata increase in the Aggregate Commitment may require prepayment of all
or portions of certain Loans on the date of such increase (and any such
prepayment shall be subject to the provisions of SECTION 3.4).

       2.6 MINIMUM AMOUNT OF EACH ADVANCE. Each Eurodollar Advance shall be in
the minimum amount of $5,000,000 (and in multiples of $1,000,000 if in excess
thereof), and each Floating Rate Advance shall be in the minimum amount of
$5,000,000 (and in multiples of $1,000,000 if in excess thereof), PROVIDED,
HOWEVER, that any Floating Rate Advance may be in the amount of the unused
Aggregate Commitment.

       2.7 OPTIONAL PRINCIPAL PAYMENTS. The Borrower may from time to time pay,
without penalty or premium, all outstanding Floating Rate Advances, or, in a
minimum aggregate amount of $5,000,000 or any integral multiple of $100,000 in
excess thereof, any portion of the outstanding Floating Rate Advances upon one
Business Day's prior notice to the Administrative Agent. The Borrower may from
time to time pay, subject to the payment of any funding

                                       14
<PAGE>


indemnification amounts required by SECTION 3.4 but without penalty or premium,
all outstanding Eurodollar Advances, or, in a minimum aggregate amount of
$5,000,000 or any integral multiple of $100,000 in excess thereof, any portion
of the outstanding Eurodollar Advances upon three Business Days' prior notice to
the Administrative Agent.

       2.8 METHOD OF SELECTING TYPES AND INTEREST PERIODS FOR NEW ADVANCES. The
Borrower shall select the Type of Advance and, in the case of each Eurodollar
Advance, the Interest Period applicable thereto from time to time. The Borrower
shall give the Administrative Agent irrevocable notice (a "BORROWING NOTICE")
not later than 11:00 a.m. (Chicago time) on the Borrowing Date of each Floating
Rate Advance and not later than 11:00 a.m. (Chicago time) three Business Days
before the Borrowing Date for each Eurodollar Advance, specifying:

       (i)    the Borrowing Date, which shall be a Business Day, of such
              Advance,

       (ii)   the aggregate amount of such Advance,

       (iii)  the Type of Advance selected and

       (iv)   in the case of each Eurodollar Advance, the Interest Period
              applicable thereto.

Not later than 1:00 p.m. (Chicago time) on each Borrowing Date, each Lender
shall make available its Loan or Loans in funds immediately available in Chicago
to the Administrative Agent at its address specified pursuant to SECTION 13. To
the extent funds are received from the Lenders, the Administrative Agent will
make such funds available to the Borrower at the Administrative Agent's
aforesaid address. No Lender's obligation to make any Loan shall be affected by
any other Lender's failure to make any Loan.

       2.9 CONVERSION AND CONTINUATION OF OUTSTANDING ADVANCES. Floating Rate
Advances shall continue as Floating Rate Advances unless and until such Floating
Rate Advances are converted into Eurodollar Advances pursuant to this SECTION
2.9 or are repaid in accordance with SECTION 2.7. Each Eurodollar Advance shall
continue as a Eurodollar Advance until the end of the then applicable Interest
Period therefor, at which time such Eurodollar Advance shall be automatically
converted into a Floating Rate Advance unless (x) such Eurodollar Advance is or
was repaid in accordance with SECTION 2.7 or (y) the Borrower shall have given
the Administrative Agent a Conversion/Continuation Notice (as defined below)
requesting that, at the end of such Interest Period, such Eurodollar Advance
continue as a Eurodollar Advance for the same or another Interest Period.
Subject to the terms of SECTION 2.6, the Borrower may elect from time to time to
convert all or any part of a Floating Rate Advance into a Eurodollar Advance.
The Borrower shall give the Administrative Agent irrevocable notice (a
"CONVERSION/CONTINUATION NOTICE") of each conversion of a Floating Rate Advance
into a Eurodollar Advance or continuation of a Eurodollar Advance not later than
10:00 a.m. (Chicago

                                       15
<PAGE>


time) at least three Business Days prior to the date of the requested conversion
or continuation, specifying:

       (i)    the requested date, which shall be a Business Day, of such
              conversion or continuation,

       (ii)   the aggregate amount and Type of Advance which is to be converted
              or continued and

       (iii)  the amount of such Advance which is to be converted into or
              continued as a Eurodollar Advance and the duration of the Interest
              Period applicable thereto.

       2.10 CHANGES IN INTEREST RATE, ETC. Each Floating Rate Advance shall bear
interest on the outstanding principal amount thereof, for each day from and
including the date such Advance is made or is automatically converted from a
Eurodollar Advance into a Floating Rate Advance pursuant to SECTION 2.9, to but
excluding the date it is paid or is converted into a Eurodollar Advance pursuant
to SECTION 2.9 hereof, at a rate per annum equal to the Floating Rate for such
day. Changes in the rate of interest on that portion of any Advance maintained
as a Floating Rate Advance will take effect simultaneously with each change in
the Alternate Base Rate. Each Eurodollar Advance shall bear interest on the
outstanding principal amount thereof from and including the first day of the
Interest Period applicable thereto to (but not including) the last day of such
Interest Period at the Eurodollar Rate determined by the Administrative Agent as
applicable to such Eurodollar Advance based upon the Borrower's selections under
SECTIONS 2.8 and 2.9 and otherwise in accordance with the terms hereof. No
Interest Period may end after the Termination Date.

       2.11 RATES APPLICABLE AFTER DEFAULT. Notwithstanding anything to the
contrary contained in SECTION 2.8 or 2.9, during the continuance of a Default or
Unmatured Default the Required Lenders may, at their option, by notice to the
Borrower (which notice may be revoked at the option of the Required Lenders
notwithstanding any provision of SECTION 8.2 requiring unanimous consent of the
Lenders to changes in interest rates), declare that no Advance may be made as,
converted into or continued as a Eurodollar Advance. During the continuance of a
Default the Required Lenders may, at their option, by notice to the Borrower
(which notice may be revoked at the option of the Required Lenders
notwithstanding any provision of SECTION 8.2 requiring unanimous consent of the
Lenders to changes in interest rates), declare that (i) each Eurodollar Advance
shall bear interest for the remainder of the applicable Interest Period at the
rate otherwise applicable to such Interest Period plus 2% per annum and (ii)
each Floating Rate Advance shall bear interest at a rate per annum equal to the
Floating Rate in effect from time to time plus 2% per annum, PROVIDED that,
during the continuance of a Default under SECTION 7.6 or 7.7, the interest rates
set forth in clauses (i) and (ii) above shall be applicable to all Advances
without any election or action on the part of the Administrative Agent or any
Lender.

                                       16
<PAGE>


       2.12 METHOD OF PAYMENT. All payments of the Obligations hereunder shall
be made, without setoff, deduction, or counterclaim, in immediately available
funds to the Administrative Agent at the Administrative Agent's address
specified pursuant to SECTION 13, or at any other Lending Installation of the
Administrative Agent specified in writing by the Administrative Agent to the
Borrower, by noon (Chicago time) on the date when due and shall be applied
ratably by the Administrative Agent among the Lenders. Each payment delivered to
the Administrative Agent for the account of any Lender shall be delivered
promptly by the Administrative Agent to such Lender in the same type of funds
that the Administrative Agent received at its address specified pursuant to
SECTION 13 or at any Lending Installation specified in a notice received by the
Administrative Agent from such Lender.

       2.13 NOTELESS AGREEMENT; EVIDENCE OF INDEBTEDNESS. (i) Each Lender shall
maintain in accordance with its usual practice an account or accounts evidencing
the indebtedness of the Borrower to such Lender resulting from each Loan made by
such Lender from time to time, including the amounts of principal and interest
payable and paid to such Lender from time to time hereunder.

       (ii)   The Administrative Agent shall also maintain accounts in which it
will record (a) the amount of each Loan made hereunder, the Type thereof and the
Interest Period with respect thereto, (b) the amount of any principal or
interest due and payable or to become due and payable from the Borrower to each
Lender hereunder and (c) the amount of any sum received by the Administrative
Agent hereunder from the Borrower and each Lender's share thereof.

       (iii)  The entries maintained in the accounts maintained pursuant to
paragraphs (i) and (ii) above shall be PRIMA FACIE evidence of the existence and
amounts of the Obligations therein recorded; PROVIDED, HOWEVER, that the failure
of the Administrative Agent or any Lender to maintain such accounts or any error
therein shall not in any manner affect the obligation of the Borrower to repay
the Obligations in accordance with their terms.

       (iv)   Any Lender may request that its Loans be evidenced by a Note. Upon
receipt of such request, the Borrower shall prepare, execute and deliver to such
Lender a Note payable to the order of such Lender. Thereafter, the Loans
evidenced by such Note and interest thereon shall at all times (including after
any assignment pursuant to SECTION 12.3) be represented by one or more Notes
payable to the order of the payee named therein or any assignee pursuant to
SECTION 12.3, except to the extent that any such Lender or assignee subsequently
returns any such Note for cancellation and requests that such Loans once again
be evidenced as described in paragraphs (i) and (ii) above.

       2.14 TELEPHONIC NOTICES. The Borrower hereby authorizes the Lenders and
the Administrative Agent to extend, convert or continue Advances, effect
selections of Types of Advances and to transfer funds based on telephonic
notices made by any person or persons the Administrative Agent or any Lender in
good faith believes to be acting on behalf of the

                                       17
<PAGE>


Borrower. The Borrower agrees to deliver promptly to the Administrative Agent a
written confirmation, if such confirmation is requested by the Administrative
Agent or any Lender, of each telephonic notice signed by an Authorized Officer.
If the written confirmation differs in any material respect from the action
taken by the Administrative Agent and the Lenders, the records of the
Administrative Agent and the Lenders shall govern absent manifest error.

       2.15 INTEREST PAYMENT DATES; INTEREST AND FEE BASIS. Interest accrued on
each Floating Rate Advance shall be payable on each Payment Date and at
maturity. Interest accrued on each Eurodollar Advance shall be payable on the
last day of its applicable Interest Period, on any date on which the Eurodollar
Advance is prepaid, whether by acceleration or otherwise, and at maturity.
Interest accrued on each Eurodollar Advance having an Interest Period longer
than three months shall also be payable on the last day of each three-month
interval during such Interest Period. Interest on Floating Rate Advances which
are bearing interest at the Corporate Base Rate shall be calculated for actual
days elapsed on the basis of a 365-day year or, when appropriate, 366-day year.
All other interest and commitment fees shall be calculated for actual days
elapsed on the basis of a 360-day year. Interest shall be payable for the day an
Advance is made but not for the day of any payment on the amount paid if payment
is received prior to noon (Chicago time) at the place of payment (it being
understood that the Administrative Agent shall be deemed to have received a
payment prior to noon (Chicago time) if (x) the Borrower has provided the
Administrative Agent with evidence satisfactory to the Administrative Agent that
the Borrower has initiated a wire transfer of such payment prior to such time
and (y) the Administrative Agent actually receives such payment on the same
Business Day on which such wire transfer was initiated). If any payment of
principal of or interest on an Advance shall become due on a day which is not a
Business Day, such payment shall be made on the next succeeding Business Day
and, in the case of a principal payment, such extension of time shall be
included in computing interest in connection with such payment.

       2.16 NOTIFICATION OF ADVANCES, INTEREST RATES, PREPAYMENTS AND COMMITMENT
REDUCTIONS. Promptly after receipt thereof, the Administrative Agent will notify
each Lender of the contents of each Aggregate Commitment reduction notice,
Borrowing Notice, Conversion/Continuation Notice, and repayment notice received
by it hereunder. The Administrative Agent will notify each Lender of the
interest rate applicable to each Eurodollar Advance promptly upon determination
of such interest rate and will give each Lender prompt notice of each change in
the Alternate Base Rate.

       2.17 LENDING INSTALLATIONS. Each Lender may book its Loans at any Lending
Installation selected by such Lender and may change its Lending Installation
from time to time. All terms of this Agreement shall apply to any such Lending
Installation and the Loans and any Notes issued hereunder shall be deemed held
by each Lender for the benefit of such Lending Installation. Each Lender may, by
written notice to the Administrative Agent and the Borrower in accordance with
SECTION 13, designate replacement or additional Lending Installations through
which Loans will be made by it and for whose account Loan payments are to be
made.

                                       18
<PAGE>


       2.18 NON-RECEIPT OF FUNDS BY THE ADMINISTRATIVE AGENT. Unless the
Borrower or a Lender, as the case may be, notifies the Administrative Agent
prior to the date on which it is scheduled to make payment to the Administrative
Agent of (i) in the case of a Lender, the proceeds of a Loan or (ii) in the case
of the Borrower, a payment of principal, interest or fees to the Administrative
Agent for the account of the Lenders, that it does not intend to make such
payment, the Administrative Agent may assume that such payment has been made.
The Administrative Agent may, but shall not be obligated to, make the amount of
such payment available to the intended recipient in reliance upon such
assumption. If the Administrative Agent makes the amount of any such payment
available to the intended recipient and a Lender or the Borrower, as the case
may be, has not in fact made such payment to the Administrative Agent, such
recipient shall, on demand by the Administrative Agent, repay to the
Administrative Agent the amount so made available together with interest thereon
in respect of each day during the period commencing on the date such amount was
so made available by the Administrative Agent until the date the Administrative
Agent recovers such amount at a rate per annum equal to (x) in the case of
payment by a Lender, the Federal Funds Effective Rate for such day or (y) in the
case of payment by the Borrower, the interest rate applicable to the relevant
Loan.


                       SECTION 3 - YIELD PROTECTION; TAXES

       3.1 YIELD PROTECTION. If, on or after the date of this Agreement, the
adoption of any law or any governmental or quasi-governmental rule, regulation,
policy, guideline or directive (whether or not having the force of law), or any
change in the interpretation or administration thereof by any governmental or
quasi-governmental authority, central bank or comparable agency charged with the
interpretation or administration thereof, or compliance by any Lender or
applicable Lending Installation with any request or directive (whether or not
having the force of law) of any such authority, central bank or comparable
agency:

       (i)    subjects any Lender or any applicable Lending Installation to any
              Taxes, or changes the basis of taxation of payments (other than
              with respect to Excluded Taxes) to any Lender in respect of its
              Eurodollar Loans, or

       (ii)   imposes or increases or deems applicable any reserve, assessment,
              insurance charge, special deposit or similar requirement against
              assets of, deposits with or for the account of, or credit extended
              by, any Lender or any applicable Lending Installation (other than
              reserves and assessments taken into account in determining the
              interest rate applicable to Eurodollar Advances), or

       (iii)  imposes any other condition the result of which is to increase the
              cost to any Lender or any applicable Lending Installation of
              making, funding or maintaining its Eurodollar Loans or reduces any
              amount receivable by any Lender or any applicable Lending
              Installation in connection with its Eurodollar Loans, or

                                       19

<PAGE>


              requires any Lender or any applicable Lending Installation to make
              any payment calculated by reference to the amount of Eurodollar
              Loans held or interest received by it, by an amount deemed
              material by such Lender,

and the result of any of the foregoing is to increase the cost to such Lender or
applicable Lending Installation of making or maintaining its Eurodollar Loans or
Commitment or to reduce the return received by such Lender or applicable Lending
Installation in connection with such Eurodollar Loans or Commitment, then,
within 15 days of demand by such Lender, the Borrower shall pay such Lender such
additional amount or amounts as will compensate such Lender for such increased
cost or reduction in amount received.

       3.2 CHANGES IN CAPITAL ADEQUACY REGULATIONS. If a Lender determines the
amount of capital required or expected to be maintained by such Lender, any
Lending Installation of such Lender or any corporation controlling such Lender
is increased as a result of a Change, then, within 15 days of demand by such
Lender, the Borrower shall pay such Lender the amount necessary to compensate
for any shortfall in the rate of return on the portion of such increased capital
which such Lender determines is attributable to this Agreement, its Loans or its
Commitment to make Loans hereunder (after taking into account such Lender's
policies as to capital adequacy). "CHANGE" means (i) any change after the date
of this Agreement in the Risk-Based Capital Guidelines or (ii) any adoption of
or change in any other law, governmental or quasi-governmental rule, regulation,
policy, guideline, interpretation, or directive (whether or not having the force
of law) after the date of this Agreement which affects the amount of capital
required or expected to be maintained by any Lender or any Lending Installation
or any corporation controlling any Lender. "RISK-BASED CAPITAL GUIDELINES" means
(i) the risk-based capital guidelines in effect in the United States on the date
of this Agreement, including transition rules, and (ii) the corresponding
capital regulations promulgated by regulatory authorities outside the United
States implementing the July 1988 report of the Basle Committee on Banking
Regulation and Supervisory Practices Entitled "International Convergence of
Capital Measurements and Capital Standards," including transition rules, and any
amendments to such regulations adopted prior to the date of this Agreement.

       3.3 AVAILABILITY OF TYPES OF ADVANCES. If (i) any Lender determines that
maintenance of its Eurodollar Loans at a suitable Lending Installation would
violate any applicable law, rule, regulation, or directive, whether or not
having the force of law, or (ii) the Required Lenders determine that (a)
deposits of a type and maturity appropriate to match fund Eurodollar Advances
are not available or (b) the interest rate applicable to a Type of Advance does
not accurately reflect the cost of making or maintaining such Advance, then the
Administrative Agent shall suspend the availability of the affected Type of
Advance and, in the case of clause (i), require any affected Eurodollar Advances
to be repaid or converted to Floating Rate Advances, subject to the payment of
any funding indemnification amounts required by SECTION 3.4.

                                       20
<PAGE>


       3.4 FUNDING INDEMNIFICATION. If any payment of a Eurodollar Advance
occurs on a date which is not the last day of the applicable Interest Period,
whether because of acceleration, prepayment or otherwise, or a Eurodollar
Advance is not made on the date specified by the Borrower for any reason other
than default by the Lenders, the Borrower will indemnify each Lender for any
loss or cost incurred by it resulting therefrom, including any loss or cost in
liquidating or employing deposits acquired to fund or maintain such Eurodollar
Advance.

       3.5 TAXES. (i) All payments by the Borrower to or for the account of any
Lender or the Administrative Agent hereunder or under any Note shall be made
free and clear of and without deduction for any and all Taxes. If the Borrower
shall be required by law to deduct any Taxes from or in respect of any sum
payable hereunder to any Lender or the Administrative Agent, (a) the sum payable
shall be increased as necessary so that after making all required deductions
(including deductions applicable to additional sums payable under this SECTION
3.5) such Lender or the Administrative Agent (as the case may be) receives an
amount equal to the sum it would have received had no such deductions been made,
(b) the Borrower shall make such deductions, (c) the Borrower shall pay the full
amount deducted to the relevant authority in accordance with applicable law and
(d) the Borrower shall furnish to the Administrative Agent the original copy of
a receipt evidencing payment thereof within 30 days after such payment is made.

       (ii) In addition, the Borrower hereby agrees to pay any present or future
stamp or documentary taxes and any other excise or property taxes, charges or
similar levies which arise from any payment made hereunder or under any Note or
from the execution or delivery of, or otherwise with respect to, this Agreement
or any Note ("OTHER TAXES").

       (iii) The Borrower hereby agrees to indemnify the Administrative Agent
and each Lender for the full amount of Taxes or Other Taxes (including any Taxes
or Other Taxes imposed on amounts payable under this SECTION 3.5) paid by the
Administrative Agent or such Lender and any liability (including penalties,
interest and expenses) arising therefrom or with respect thereto. Payments due
under this indemnification shall be made within 30 days of the date the
Administrative Agent or such Lender makes demand therefor pursuant to SECTION
3.6.

       (iv) Each Lender that is not incorporated under the laws of the United
States of America or a state thereof (each a "NON-U.S. LENDER") agrees that it
will, not less than ten Business Days after the date of this Agreement, (i)
deliver to each of the Borrower and the Administrative Agent two duly completed
copies of United States Internal Revenue Service Form 1001 or 4224, certifying
in either case that such Lender is entitled to receive payments under this
Agreement without deduction or withholding of any United States federal income
taxes, and (ii) deliver to each of the Borrower and the Administrative Agent a
United States Internal Revenue Form W-8 or W-9, as the case may be, and certify
that it is entitled to an exemption from United States backup withholding tax.
Each Non-U.S. Lender further undertakes to deliver to each of the Borrower and
the Administrative Agent (x) renewals or additional copies of such form (or any
successor form) on or before the date that such form expires or becomes
obsolete, and (y) after

                                       21
<PAGE>


the occurrence of any event requiring a change in the most recent forms so
delivered by it, such additional forms or amendments thereto as may be
reasonably requested by the Borrower or the Administrative Agent. All forms or
amendments described in the preceding sentence shall certify that such Lender is
entitled to receive payments under this Agreement without deduction or
withholding of any United States federal income taxes, UNLESS an event
(including without limitation any change in treaty, law or regulation) has
occurred prior to the date on which any such delivery would otherwise be
required which renders all such forms inapplicable or which would prevent such
Lender from duly completing and delivering any such form or amendment with
respect to it and such Lender advises the Borrower and the Administrative Agent
that it is not capable of receiving payments without any deduction or
withholding of United States federal income tax.

       (v) For any period during which a Non-U.S. Lender has failed to provide
the Borrower with an appropriate form pursuant to clause (iv), above (unless
such failure is due to a change in treaty, law or regulation, or any change in
the interpretation or administration thereof by any governmental authority,
occurring subsequent to the date on which a form originally was required to be
provided), such Non-U.S. Lender shall not be entitled to indemnification under
this SECTION 3.5 with respect to Taxes imposed by the United States; PROVIDED
that, should a Non- U.S. Lender which is otherwise exempt from or subject to a
reduced rate of withholding tax become subject to Taxes because of its failure
to deliver a form required under clause (iv), above, the Borrower shall take
such steps as such Non-U.S. Lender shall reasonably request to assist such
Non-U.S. Lender to recover such Taxes.

       (vi) Any Lender that is entitled to an exemption from or reduction of
withholding tax with respect to payments under this Agreement or any Note
pursuant to the law of any relevant jurisdiction or any treaty shall deliver to
the Borrower (with a copy to the Administrative Agent), at the time or times
prescribed by applicable law, such properly completed and executed documentation
prescribed by applicable law as will permit such payments to be made without
withholding or at a reduced rate.

       3.6 LENDER STATEMENTS; SURVIVAL OF INDEMNITY. To the extent reasonably
possible and upon the request of the Borrower, each Lender shall designate an
alternate Lending Installation with respect to its Eurodollar Loans to reduce
any liability of the Borrower to such Lender under SECTIONS 3.1, 3.2 and 3.5 or
to avoid the unavailability of Eurodollar Advances under SECTION 3.3, so long as
such designation is not, in the judgment of such Lender, disadvantageous to such
Lender. Each Lender shall deliver a written statement of such Lender to the
Borrower (with a copy to the Administrative Agent) as to the amount due, if any,
under SECTION 3.1, 3.2, 3.4 or 3.5. Such written statement shall set forth in
reasonable detail the calculations upon which such Lender determined such amount
and shall be final, conclusive and binding on the Borrower in the absence of
manifest error. Determination of amounts payable under such Sections in
connection with a Eurodollar Loan shall be calculated as though each Lender
funded its Eurodollar Loan through the purchase of a deposit of the type and
maturity corresponding to the

                                       22
<PAGE>


deposit used as a reference in determining the Eurodollar Rate applicable to
such Loan, whether in fact that is the case or not. Unless otherwise provided
herein, the amount specified in the written statement of any Lender shall be
payable within 10 days after receipt by the Borrower of such written statement.
The obligations of the Borrower under SECTIONS 3.1, 3.2, 3.4 and 3.5 shall
survive payment of the Obligations and termination of this Agreement.


                        SECTION 4 - CONDITIONS PRECEDENT

       4.1 CONDITIONS PRECEDENT TO EFFECTIVENESS. This Agreement shall become
effective on the date on which (a) the Borrower has paid to the Agent, for the
account of the Lenders, the up-front fees previously agreed to between the
Borrower and the Lenders, (b) the Borrower has paid all fees, costs and expenses
due and payable pursuant to SECTIONS 9.6 and 10.13 (to the extent then billed),
(c) the Borrower has paid or will concurrently pay all principal, interest and
fees outstanding under the Prior Agreement and (d) the Borrower has furnished to
the Administrative Agent with sufficient copies for the Lenders:

       (i)    Copies of the articles or certificate of incorporation of the
              Borrower, together with all amendments, and a certificate of good
              standing, each certified by the appropriate governmental officer
              in its jurisdiction of incorporation.

       (ii)   Copies, certified by the Secretary or Assistant Secretary of the
              Borrower, of its by-laws and of its Board of Directors'
              resolutions and of resolutions or actions of any other body
              authorizing the execution of the Loan Documents to which the
              Borrower is a party.

       (iii)  An incumbency certificate, executed by the Secretary or Assistant
              Secretary of the Borrower, which shall identify by name and title
              and bear the signatures of the Authorized Officers and any other
              officers of the Borrower authorized to sign the Loan Documents to
              which the Borrower is a party, upon which certificate the
              Administrative Agent and the Lenders shall be entitled to rely
              until informed of any change in writing by the Borrower.

       (iv)   A certificate, signed by the chief financial officer of the
              Borrower, stating that on (x) the Restatement Date, no Default or
              Unmatured Default has occurred and is continuing and (y) since
              December 31, 1999, no event has occurred which has had, or is
              reasonably likely to have, a Material Adverse Effect.

       (v)    A written opinion of the Borrower's counsel, addressed to the
              Lenders in substantially the form of EXHIBIT C.

                                       23
<PAGE>


       (vi)   Any Notes requested by a Lender pursuant to SECTION 2.13(IV)
              payable to the order of each such requesting Lender.

       (vii)  Written money transfer instructions, in substantially the form of
              EXHIBIT D, addressed to the Administrative Agent and signed by an
              Authorized Officer, together with such other related money
              transfer authorizations as the Administrative Agent may have
              reasonably requested.

       (viii) Such other documents as any Lender or its counsel may have
              reasonably requested.

       4.2 EACH ADVANCE. The Lenders shall not be required to make any Advance
(other than an Advance that, after giving effect thereto and to the application
of the proceeds thereof, does not increase the aggregate amount of outstanding
Advances), unless on the applicable Borrowing Date:

       (i)    There exists no Default or Unmatured Default.

       (ii)   There exists no litigation, arbitration, governmental
              investigation, proceeding or inquiry pending against or, to the
              knowledge of any of their officers, affecting the Borrower or any
              of its Subsidiaries which could reasonably be expected to have a
              Material Adverse Effect, which seeks to prevent, enjoin or delay
              the making of any Loan or to revoke or modify the exemption of the
              Borrower and its Subsidiaries from the provisions (other than
              Section 9(a)(2)) of the PUHCA.

       (iii)  The representations and warranties contained in SECTION 5 are true
              and correct in all material respects as of such Borrowing Date
              except to the extent any such representation or warranty is stated
              to relate solely to an earlier date, in which case such
              representation or warranty shall have been true and correct in all
              material respects on and as of such earlier date.

       Each Borrowing Notice shall constitute a representation and warranty by
the Borrower that the conditions set forth above have been satisfied. Any Lender
may require a duly completed compliance certificate in substantially the form of
EXHIBIT E as a condition to making an Advance.

                                       24
<PAGE>


                   SECTION 5 - REPRESENTATIONS AND WARRANTIES

       The Borrower represents and warrants to the Lenders that:

       5.1 EXISTENCE AND STANDING. The Borrower is a corporation, and each of
its Subsidiaries is a corporation, partnership or limited liability company, in
each case duly and properly incorporated or organized, as the case may be,
validly existing and (to the extent such concept applies to such entity) in good
standing under the laws of its jurisdiction of incorporation or organization.
Each of the Borrower and each of its Subsidiaries has all requisite authority to
conduct its business in each jurisdiction in which its business is conducted.

       5.2 AUTHORIZATION AND VALIDITY. The Borrower has the power and authority
and legal right to execute and deliver the Loan Documents and to perform its
obligations thereunder. The execution and delivery by the Borrower of the Loan
Documents and the performance by the Borrower of its obligations thereunder have
been duly authorized by proper corporate proceedings, and the Loan Documents
constitute legal, valid and binding obligations of the Borrower enforceable
against the Borrower in accordance with their terms, except as enforceability
may be limited by bankruptcy, insolvency, moratorium, reorganization or other
laws, judicial decisions or principles of equity relating to or affecting the
enforcement of creditors' rights generally (regardless of whether enforceability
is considered in a proceeding in equity or at law).

       5.3 NO CONFLICT; GOVERNMENT CONSENT. Neither the execution and delivery
by the Borrower of the Loan Documents, nor the consummation of the transactions
therein contemplated, nor compliance with the provisions thereof will violate
(i) any law, rule, regulation, order, writ, judgment, injunction, decree or
award binding on the Borrower or any of its Subsidiaries or (ii) the Borrower's
articles or certificate of incorporation or by-laws or (iii) the provisions of
any indenture, instrument or agreement to which the Borrower or any Subsidiary
is a party or is subject, or by which any such entity or its Property, is bound,
or conflict with or constitute a default thereunder, or result in, or require,
the creation or imposition of any Lien in, of or on the Property of the Borrower
or any Subsidiary pursuant to the terms of any such indenture, instrument or
agreement. No order, consent, adjudication, approval, license, authorization, or
validation of, or filing, recording or registration with, or exemption by, or
other action in respect of any governmental or public body or authority
(including the FERC), or any subdivision thereof, which has not been obtained by
the Borrower or the applicable Subsidiary, is required to be obtained by the
Borrower or any Subsidiary in connection with the execution and delivery of the
Loan Documents, the borrowings under this Agreement, the payment and performance
by the Borrower of the Obligations or the legality, validity, binding effect or
enforceability of any of the Loan Documents.

                                       25
<PAGE>


       5.4 FINANCIAL STATEMENTS. The Public Reports, copies of which were
heretofore delivered to the Lenders, were prepared in accordance with GAAP and
fairly present the consolidated financial position of the Borrower and its
Subsidiaries at the dates thereof and the consolidated results and cash flow of
their operations for the periods then ended.

       5.5 NO MATERIAL ADVERSE CHANGE. Since March 31, 2000, no material adverse
change has occurred in the Borrower's business or financial condition from that
reflected in the Public Reports; and (except for matters discussed in the Public
Reports) since the date of such reports there has been no development or event
or change in the business, Property, prospects, condition (financial or
otherwise) or results of operations of the Borrower and its Subsidiaries which
has had or could reasonably be expected to have a Material Adverse Effect.

       5.6 TAXES. The Borrower and its Subsidiaries have filed all United States
federal tax returns and all other tax returns which are required to be filed and
have paid all taxes due pursuant to said returns or pursuant to any assessment
received by the Borrower or any of its Subsidiaries, except such taxes, if any,
as are being contested in good faith and as to which adequate reserves have been
provided in accordance with GAAP and as to which no Lien exists. The United
States income tax returns of the Borrower and its Subsidiaries have been audited
by the Internal Revenue Service through the fiscal year ended December 31, 1994.
No tax liens have been filed and no material claims are being asserted with
respect to any such taxes. The charges, accruals and reserves on the books of
the Borrower and its Subsidiaries in respect of any taxes or other governmental
charges are adequate.

       5.7 LITIGATION AND CONTINGENT OBLIGATIONS. Other than as discussed in the
Public Reports, there is no litigation, arbitration, governmental investigation,
proceeding or inquiry pending or, to the knowledge of any of their officers,
threatened against or affecting the Borrower or any of its Subsidiaries which
could reasonably be expected to have a Material Adverse Effect, or which seeks
to prevent, enjoin or delay the making of any Loans. Other than any liability
incident to any litigation, arbitration or proceeding which could not reasonably
be expected to have a Material Adverse Effect, the Borrower has no material
contingent obligations not provided for or discussed in the report referred to
in SECTION 5.4.

       5.8 ERISA. The Borrower and each other member of the Controlled Group has
fulfilled its obligations under the minimum funding standards of ERISA and the
Code with respect to each Plan and is in compliance in all material respects
with the presently applicable provisions of ERISA and the Code with respect to
each Plan. Neither the Borrower nor any other member of the Controlled Group has
(i) sought a waiver of the minimum funding standard under Section 412 of the
Code in respect of any Plan, (ii) failed to make any contribution or payment to
any Plan or Multiemployer Plan, or made any amendment to any Plan which has
resulted or could result in the imposition of a Lien or the posting of a bond or
other security under ERISA or the Code or (iii) incurred any liability under
Title IV of ERISA other than a liability to the PBGC for premiums under Section
4007 of ERISA.

                                       26
<PAGE>


       5.9 ACCURACY OF INFORMATION. No information, exhibit or report furnished
by the Borrower or any of its Subsidiaries to the Administrative Agent or to any
Lender in connection with the negotiation of, or compliance with, the Loan
Documents contained any material misstatement of fact or omitted to state a
material fact or any fact necessary to make the statements contained therein not
misleading.

       5.10 REGULATION U. Margin stock (as defined in Regulation U) constitutes
less than 25% of the value of those assets of the Borrower and its Subsidiaries
which are subject to any limitation on sale, pledge or other restriction
hereunder.

       5.11 MATERIAL AGREEMENTS. Neither the Borrower nor any Subsidiary is a
party to any agreement or instrument or subject to any charter or other
corporate restriction which is reasonably likely to have a Material Adverse
Effect. Neither the Borrower nor any Subsidiary is in default in the
performance, observance or fulfillment of any of the obligations, covenants or
conditions contained in any agreement to which it is a party, which default
could reasonably be expected to have a Material Adverse Effect.

       5.12 COMPLIANCE WITH LAWS. The Borrower and its Subsidiaries have
complied with all applicable statutes, rules, regulations, orders and
restrictions of any domestic or foreign government or any instrumentality or
agency thereof having jurisdiction over the conduct of their respective
businesses or the ownership of their respective Property except for any failure
to comply with any of the foregoing which could not reasonably be expected to
have a Material Adverse Effect.

       5.13 OWNERSHIP OF PROPERTIES. Except as set forth on SCHEDULE 1, on the
date of this Agreement, the Borrower and its Subsidiaries will own, free of all
Liens other than those permitted by SECTION 6.11, all of the Property and assets
reflected in the Borrower's most recent consolidated financial statements
provided to the Administrative Agent as owned by the Borrower and its
Subsidiaries.

       5.14 PLAN ASSETS; PROHIBITED TRANSACTIONS. The Borrower is not an entity
deemed to hold "plan assets" within the meaning of 29 C.F.R. ss. 2510.3-101 of
an employee benefit plan (as defined in Section 3(3) of ERISA) which is subject
to Title I of ERISA or any plan (within the meaning of Section 4975 of the
Code), and neither the execution of this Agreement nor the making of Loans
hereunder gives rise to a prohibited transaction within the meaning of Section
406 of ERISA or Section 4975 of the Code.

       5.15 ENVIRONMENTAL MATTERS. In the ordinary course of its business, the
Borrower conducts an ongoing review of the effect of Environmental Laws on the
business, operations and properties of the Borrower and its Subsidiaries, in the
course of which it identifies and evaluates associated liabilities and costs
(including any capital or operating expenditures required for clean-up or
closure of properties presently or previously owned, any capital or operating

                                       27
<PAGE>


expenditures required to achieve or maintain compliance with environmental
protection standards imposed by law or as a condition of any license, permit or
contract, any related constraints on operating activities, including any
periodic or permanent shutdown of any facility or reduction in the level of or
change in the nature of operations conducted thereat, any costs or liabilities
in connection with off-site disposal of wastes or Hazardous Materials, and any
actual or potential liabilities to third parties, including employees, and any
related costs and expenses). On the basis of this review, the Borrower has
reasonably concluded that such associated liabilities and costs, including the
costs of compliance with Environmental Laws, are unlikely to have a Material
Adverse Effect.

       5.16 INVESTMENT COMPANY ACT. Neither the Borrower nor any Subsidiary is
an "investment company" or a company "controlled" by an "investment company",
within the meaning of the Investment Company Act of 1940, as amended.

       5.17 PUBLIC UTILITY HOLDING COMPANY ACT. The Borrower and its
Subsidiaries are exempt from the provisions of the PUHCA, except Section 9(a)(2)
thereof.

       5.18 PARI PASSU INDEBTEDNESS. The Indebtedness under the Loan Documents
ranks at least PARI PASSU with all other unsecured Indebtedness of the Borrower.


                              SECTION 6 - COVENANTS

       So long as any Lender has a Commitment hereunder and thereafter until all
Obligations are paid in full, unless the Required Lenders shall otherwise
consent in writing:

       6.1 FINANCIAL REPORTING. The Borrower will maintain, for itself and each
Subsidiary, a system of accounting established and administered in accordance
with generally accepted accounting principles, and furnish to the Lenders:

       (i)    Within 90 days after the close of each of its fiscal years, an
              unqualified audit report certified by PricewaterhouseCoopers LLP
              or other firm of independent certified public accountants which is
              a member of the "Big Five," prepared in accordance with GAAP on a
              consolidated basis for itself and its Subsidiaries, including
              balance sheets as of the end of such period and related statements
              of income, retained earnings and cash flows, accompanied by (a)
              any management letter prepared by said accountants, and (b) a
              certificate of said accountants that, in the course of their
              examination necessary for their audit report, they have obtained
              no knowledge of any Default or Unmatured Default, or if, in the
              opinion of such accountants, any Default or Unmatured Default
              shall exist, stating the nature and status thereof; PROVIDED that,
              if the Borrower is then a "registrant" within the meaning of Rule
              1-01 of Regulation S-X of the SEC and required to

                                       28
<PAGE>


              file a report on Form 10-K with the SEC, a copy of the Borrower's
              annual report on Form 10-K (excluding the exhibits thereto, unless
              such exhibits are requested under clause (vii) of this Section) or
              any successor form and a manually executed copy of the
              accompanying report of the Borrower's independent public
              accountant, as filed with the SEC, shall satisfy the requirements
              of this clause (i) other than subclause (b);

       (ii)   Within 45 days after the close of the first three quarterly
              periods of each of its fiscal years, for itself and its
              Subsidiaries, either (i) consolidated and consolidating unaudited
              balance sheets as at the close of each such period and
              consolidated and consolidating profit and loss and reconciliation
              of surplus statements and a statement of cash flows for the period
              from the beginning of such fiscal year to the end of such quarter,
              all certified by its chief financial officer or (ii) if the
              Borrower is then a "registrant" within the meaning of Rule 1-01 of
              Regulation S-X of the SEC and required to file a report on Form
              10-Q with the SEC, a copy of the Borrower's report on Form 10-Q
              for such quarterly period, excluding the exhibits thereto, unless
              such exhibits are requested under clause (vii) of this Section.

       (iii)  Together with the financial statements required under SECTIONS
              6.1(I) and (II), a compliance certificate in substantially the
              form of EXHIBIT E signed by its chief accounting officer stating
              that no Default or Unmatured Default exists, or if any Default or
              Unmatured Default exists, stating the nature and status thereof.

       (iv)   As soon as possible and in any event within 10 days after the
              Borrower knows that any Reportable Event has occurred with respect
              to any Plan, a statement, signed by the chief financial officer of
              the Borrower, describing said Reportable Event and the action
              which the Borrower proposes to take with respect thereto.

       (v)    Promptly upon the furnishing thereof to the shareholders of the
              Borrower, copies of all financial statements, reports and proxy
              statements so furnished.

       (vi)   Promptly upon the filing thereof, copies of all registration
              statements and annual, quarterly, monthly or other regular reports
              which the Borrower files with the SEC.

       (vii)  Such other information (including non-financial information) as
              the Administrative Agent or any Lender may from time to time
              reasonably request.

       6.2 USE OF PROCEEDS. The Borrower will use the proceeds of the Advances
for general corporate purposes of the Borrower and its Subsidiaries, including
acquisitions (provided that no such proceeds shall be used to acquire any other
Person unless the board of directors or equivalent governing body of such Person
has approved such acquisition). The Borrower will

                                       29
<PAGE>


not use any of the proceeds of the Advances to purchase or carry any "margin
stock" (as defined in Regulation U).

       6.3 NOTICE OF DEFAULT OR MATERIAL ADVERSE EFFECT. The Borrower will, and
will cause each Subsidiary to, give prompt notice in writing to the Lenders of
the occurrence of any Default or Unmatured Default and of any other development,
financial or otherwise, which could reasonably be expected to have a Material
Adverse Effect.

       6.4 CONDUCT OF BUSINESS. The Borrower will, and will cause each Regulated
Subsidiary to, carry on and conduct its business in substantially the same
manner and in substantially the same fields of enterprise as it is presently
conducted (provided that the foregoing shall not prevent any sale of assets
otherwise permitted hereunder); and the Borrower will, and will cause each
Subsidiary to, do all things necessary to remain duly incorporated or organized,
validly existing and (to the extent such concept applies to such entity) in good
standing as a domestic corporation, partnership or limited liability company in
its jurisdiction of incorporation or organization, as the case may be, and
maintain all requisite authority to conduct its business in each jurisdiction in
which its business is conducted (PROVIDED that the foregoing shall not prohibit
the voluntary dissolution or liquidation of any Subsidiary, other than the
Utility, to the extent permitted hereunder).

       6.5 TAXES. The Borrower will, and will cause each Subsidiary to, timely
file United States federal and applicable foreign, state and local tax returns
required by law and pay when due all taxes, assessments and governmental charges
and levies upon it or its income, profits or Property, except those which are
being contested in good faith by appropriate proceedings and with respect to
which adequate reserves have been set aside in accordance with GAAP.

       6.6 INSURANCE. The Borrower will, and will cause each Subsidiary to,
maintain with financially sound and reputable insurance companies insurance on
all their Property in such amounts and covering such risks as is consistent with
sound business practice as are usually insured against in the same general area
by companies of established repute engaged in the same or a similar business,
and the Borrower will furnish to any Lender upon request full information as to
the insurance carried.

       6.7 COMPLIANCE WITH LAWS. The Borrower will, and will cause each
Subsidiary to, comply with all laws, rules, regulations, orders, writs,
judgments, injunctions, decrees or awards to which it may be subject including
all Environmental Laws.

       6.8 MAINTENANCE OF PROPERTIES. The Borrower will, and will cause each
Subsidiary to, do all things necessary to maintain, preserve, protect and keep
its Property in good repair, working order and condition, and make all necessary
and proper repairs, renewals and replacements so that its business carried on in
connection therewith may be properly conducted at all times; PROVIDED that
nothing in this Section shall prevent the Borrower or any Subsidiary from
ceasing

                                       30
<PAGE>


to operate, or consenting to cessation of operation of, any of its plants or any
other property if the Borrower in good faith determines that it is advisable not
to operate the same, that the operation thereof is not essential to the
maintenance and continued operation of the rest of its properties and that such
cessation of operation is in the best interest of the Borrower.

       6.9 INSPECTION. The Borrower will, and will cause each Subsidiary to,
permit the Administrative Agent and the Lenders, by their respective
representatives and agents, to inspect any of the Property, books and financial
records of the Borrower and each Subsidiary, to examine and make copies of the
books of accounts and other financial records of the Borrower and each
Subsidiary, and to discuss the affairs, finances and accounts of the Borrower
and each Subsidiary with, and to be advised as to the same by, their respective
officers at such reasonable times and intervals as the Administrative Agent or
any Lender may designate and upon reasonable advance notice, all subject to the
confidentiality provisions of SECTION 9.11. After the occurrence and during the
continuance of a Default, any such inspection shall be at the Borrower's
expense; at all other times, the Borrower shall not be liable to pay the
expenses of the Administrative Agent or any Lender in connection with such
inspections.

       6.10 CONSOLIDATIONS, MERGERS AND SALES OF ASSETS. The Borrower will not,
and will not permit any Subsidiary to, be a party to any merger or
consolidation, or sell or otherwise dispose of any of its assets (other than in
the ordinary course of business), or sell or assign with or without recourse any
accounts receivable, except:

       (i)    A Wholly-Owned Subsidiary may be merged into the Borrower or with
              another Wholly-Owned Subsidiary.

       (ii)   Any Subsidiary may sell assets to the Borrower or another
              Subsidiary.

       (iii)  The Borrower may sell all or substantially all of its assets to,
              or consolidate with or merge into, any other corporation, or
              permit another corporation to merge into it; PROVIDED, HOWEVER,
              that (a) the surviving corporation, if such surviving corporation
              is not the Borrower, or the transferee corporation in the case of
              a sale of all or substantially all of the Borrower's assets (1)
              shall be a corporation organized and existing under the laws of
              the United States of America or a state thereof or the District of
              Columbia, and (2) shall expressly assume in writing the due and
              punctual payment of the Obligations and the due and punctual
              performance of and compliance with all of the terms of this Credit
              Agreement and the other Loan Documents to be performed or complied
              with by the Borrower and (b) immediately before and after such
              merger, consolidation or sale, there shall not exist any Default
              or Unmatured Default.

       (iv)   The Borrower and its Subsidiaries may sell generating assets
              (including the Utility's Nine Mile 2 Nuclear Plant) for fair
              market value.

                                       31
<PAGE>


       (v)    The sale, assignment or other transfer of accounts receivable or
              other rights to payment pursuant to any Securitization
              Transaction.

       (vi)   The Borrower and its Subsidiaries may sell or otherwise dispose of
              assets (other than accounts receivable and other rights to payment
              unless in connection with the sale of a particular business line)
              so long as the aggregate amount of all assets sold or otherwise
              disposed of in any fiscal year of the Borrower (other than assets
              sold or otherwise disposed of in the ordinary course of business
              or pursuant to clauses (ii) and (iv) above) does not exceed 5% of
              the consolidated assets of the Borrower and its Subsidiaries as of
              the last day of the preceding fiscal year of the Borrower.

       6.11 LIENS. The Borrower will not, and will not permit any Subsidiary to,
create, incur, or suffer to exist any Lien in, of or on the Property of the
Borrower or any of its Subsidiaries, except:

       (i)    Liens for taxes, assessments or governmental charges or levies on
              its Property if the same shall not at the time be delinquent or
              thereafter can be paid without penalty, or are being contested in
              good faith and by appropriate proceedings and for which adequate
              reserves in accordance with GAAP shall have been set aside on its
              books.

       (ii)   Liens imposed by law, such as carriers', warehousemen's and
              mechanics' liens and other similar liens arising in the ordinary
              course of business which secure payment of obligations not more
              than 90 days past due or which are being contested in good faith
              by appropriate proceedings and for which adequate reserves shall
              have been set aside on its books.

       (iii)  Liens arising out of pledges or deposits under worker's
              compensation laws, unemployment insurance, old age pensions, or
              other social security or retirement benefits, or similar
              legislation.

       (iv)   Utility easements, building restrictions, zoning laws or
              ordinances and such other encumbrances or charges against real
              property as are of a nature generally existing with respect to
              properties of a similar character and which do not in any material
              way affect the marketability of the same or interfere with the use
              thereof in the business of the Borrower or its Subsidiaries.

       (v)    Liens existing on the date hereof and described in SCHEDULE 1
              (including Liens on after-acquired property arising under
              agreements described in SCHEDULE 1 as such agreements are in
              effect on the date hereof).

                                       32
<PAGE>


       (vi)   Judgment Liens which secure payment of legal obligations that
              would not constitute a Default under SECTION 7.

       (vii)  Liens on Property acquired by the Borrower or a Subsidiary after
              the date hereof, existing on such Property at the time of
              acquisition thereof (and not created in anticipation thereof),
              provided that in any such case no such Lien shall extend to or
              cover any other Property of the Borrower or such Subsidiary, as
              the case may be.

       (viii) Deposits and/or similar arrangements to secure the performance of
              bids, fuel procurement contracts or other trade contracts (other
              than for borrowed money), leases, statutory obligations, surety
              and appeal bonds, performance bonds and other obligations of a
              like nature incurred in the ordinary course of business by the
              Borrower or any Subsidiary.

       (ix)   Liens on assets of the Borrower and its Subsidiaries arising out
              of obligations or duties to any municipality or public authority
              with respect to any franchise, grant, license, permit or
              certificate.

       (x)    Rights reserved to or vested in any municipality or public
              authority to control or regulate any Property of the Borrower or
              any Subsidiary or to use such Property in a manner which does not
              materially impair the use of such Property for the purposes for
              which it is held by the Borrower or any Subsidiary.

       (xi)   Irregularities in or deficiencies of title to any Property which
              do not materially affect the use of such property by the Borrower
              or any Subsidiary in the normal course of its business.

       (xii)  Any Lien on any property or asset of any corporation or other
              entity existing at the time such corporation or entity is
              acquired, merged or consolidated or amalgamated with or into the
              Borrower or any Subsidiary and not created in contemplation of
              such event.

       (xiii) Liens arising out of the refinancing, extension, renewal or
              refunding of any Indebtedness secured by any Lien permitted by
              clause (v), (vii) or (xii) of this Section, PROVIDED that such
              Indebtedness is not increased and is not secured by any additional
              assets.

       (xiv)  Rights of lessees arising under leases entered into by the
              Borrower or any Subsidiary as lessor, in the ordinary course of
              business.

                                       33
<PAGE>


       (xv)   Other Liens, in addition to those permitted by clauses (i) through
              (xv), securing Indebtedness or arising in connection with
              Securitization Transactions, PROVIDED that the sum (without
              duplication) of all such Indebtedness, plus the aggregate
              investment or claim held at any time by all purchasers, assignees
              or other transferees of (or of interests in) receivables and other
              rights to payment in all Securitization Transactions, shall not at
              any time exceed $25,000,000.

       6.12 AFFILIATES. The Borrower will not, and will not permit any
Subsidiary to, enter into any transaction (including the purchase or sale of any
Property or service) with, or make any payment or transfer to, any Affiliate
(other than the Borrower or another Subsidiary) except in the ordinary course of
business and pursuant to the reasonable requirements of the Borrower's or such
Subsidiary's business and upon fair and reasonable terms no less favorable to
the Borrower or such Subsidiary than the Borrower or such Subsidiary would
obtain in a comparable arm's-length transaction.

       6.13 INVESTMENTS. The Borrower will not, and will not permit its
Regulated Subsidiaries to, make Investments in Non-Regulated Subsidiaries in an
aggregate outstanding amount at any time exceeding $400,000,000 during the
period from November 1, 1998 (even if any Regulated Subsidiary did not become a
Subsidiary until after such date) to the Termination Date; and the Borrower will
not, and will not permit its Subsidiaries to, make Investments or otherwise
invest (by way of capital expenditures or otherwise) in Non-Energy Related
Businesses or activities in an aggregate amount exceeding $50,000,000 during the
period from November 1, 1998 to the Termination Date.

       6.14 UTILITY DIVIDENDS. The Borrower will not permit to exist any legal
or contractual restriction on the ability of the Utility to pay dividends to the
Borrower except as set forth in the Settlement Agreement or any successor
agreement or regulatory order, provided such successor agreement or order shall
not constitute a Material Adverse Effect.

       6.15 FINANCIAL CONDITION. The Borrower will not permit the ratio of Total
Debt of the Borrower and its Subsidiaries determined on a consolidated basis to
Total Capitalization of the Borrower and the Subsidiaries to exceed 0.60:1.00.


                              SECTION 7 - DEFAULTS

       Each of the following events or occurrences shall constitute a "DEFAULT".

       7.1 BREACH OF WARRANTY. Any representation or warranty made or deemed
made by or on behalf of the Borrower to the Lenders or the Administrative Agent
under or in connection with this Agreement, any Loan, or any certificate or
information delivered in connection with this Agreement or any other Loan
Document shall be materially false on the date as of which made.

                                       34
<PAGE>


       7.2 NONPAYMENT OBLIGATIONS. Nonpayment of principal of any Loan when due;
or nonpayment of interest upon any Loan or of any commitment fee or other
obligation under any of the Loan Documents within five days after the same
becomes due.

       7.3 NONPERFORMANCE OF CERTAIN COVENANTS. The breach by the Borrower of
any of the terms or provisions of SECTION 6.2, 6.3, 6.10, 6.11. 6.12, 6.13, 6.14
OR 6.15.

       7.4 NONPERFORMANCE OF AGREEMENT. The breach by the Borrower (other than a
breach which constitutes a Default under another provision of this SECTION 7) of
any of the terms or provisions of this Agreement which is not remedied within
five Business Days after written notice from the Administrative Agent or any
Lender.

       7.5 DEFAULT ON OTHER MATERIAL FINANCIAL OBLIGATIONS. Failure of the
Borrower or any of its Subsidiaries to pay when due any Indebtedness aggregating
in excess of $10,000,000; ("MATERIAL FINANCIAL OBLIGATIONS"); or the default by
the Borrower or any of its Subsidiaries in the performance of any term,
provision or condition contained in one or more agreements under which any
Material Financial Obligations were created or are governed, or any other event
shall occur or condition exist, the effect of which default or event is to
cause, or to permit the holder or holders of such Material Financial Obligations
to cause, such Material Financial Obligations to become due prior to the stated
maturity thereof (or to be purchased, repurchased, defeased or cash
collateralized prior to the scheduled date (if any) for such event); or any
Material Financial Obligations of the Borrower or any of its Subsidiaries shall
be declared to be due and payable or be required to be prepaid (other than by a
regularly scheduled prepayment) prior to the stated maturity thereof (or to be
purchased, repurchased, defeased or cash collateralized prior to the scheduled
date (if any) for such event); or the Borrower or any of its Subsidiaries shall
not pay, or admit in writing its inability to pay, its debts generally as they
become due.

       7.6 VOLUNTARY BANKRUPTCY PROCEEDING, ETC. The Borrower or any of its
Subsidiaries shall (i) have an order for relief entered with respect to it under
the Federal bankruptcy laws as now or hereafter in effect, (ii) make an
assignment for the benefit of creditors, (iii) apply for, seek, consent to, or
acquiesce in, the appointment of a receiver, custodian, trustee, examiner,
liquidator or similar official for it or any Substantial Portion of its
Property, (iv) institute any proceeding seeking an order for relief under the
Federal bankruptcy laws as now or hereafter in effect or seeking to adjudicate
it a bankrupt or insolvent, or seeking dissolution, winding up, liquidation,
reorganization, arrangement, adjustment or composition of it or its debts under
any law relating to bankruptcy, insolvency or reorganization or relief of
debtors or fail to file an answer or other pleading denying the material
allegations of any such proceeding filed against it, (v) take any corporate or
partnership action to authorize or effect any of the foregoing actions set forth
in this SECTION 7.6 or (vi) fail to contest in good faith any appointment or
proceeding described in SECTION 7.7.

                                       35
<PAGE>


       7.7 INVOLUNTARY BANKRUPTCY PROCEEDING, ETC. Without the application,
approval or consent of the Borrower or any of its Subsidiaries, a receiver,
trustee, examiner, liquidator or similar official shall be appointed for the
Borrower or any of its Subsidiaries or any Substantial Portion of its Property,
or a proceeding described in SECTION 7.6(IV) shall be instituted against the
Borrower or any of its Subsidiaries and such appointment continues undischarged
or such proceeding continues undismissed or unstayed for a period of 30
consecutive days.

       7.8 GOVERNMENT SEIZURE OF PROPERTY. Any court, government or governmental
agency shall condemn, seize or otherwise appropriate, or take custody or control
of, all or any portion of the Property of the Borrower and its Subsidiaries
which, when taken together with all other Property of the Borrower and its
Subsidiaries so condemned, seized, appropriated, or taken custody or control of,
during the twelve-month period ending with the month in which any such action
occurs, constitutes a Substantial Portion.

       7.9 JUDGMENTS. The Borrower or any of its Subsidiaries shall fail within
30 days to pay, bond or otherwise discharge any judgment or order for the
payment of money in excess of $10,000,000 (either singly or in the aggregate
with all other such judgments), which is not stayed on appeal or otherwise being
appropriately contested in good faith.

       7.10 ERISA. An ERISA Event shall have occurred that in the opinion of the
Required Lenders, when taken together, with all other ERISA Events that have
occurred, could reasonably be expected to have a Material Adverse Effect.

       7.11 CHANGE IN CONTROL. (a) Any Person or group of Persons (within the
meaning of Section 13 or 14 of the Exchange Act) shall acquire beneficial
ownership (within the meaning of Rule 13d-3 promulgated under such Act) of 20%
or more of the outstanding shares of common stock of the Borrower; or (b) during
any 12-month period (or, if less, during the period beginning on the Closing
Date and ending on the date of determination), individuals who at the beginning
of such period constituted the Borrower's Board of Directors (together with any
new directors whose election by the Borrower's Board of Directors or whose
nomination for election by the Borrower's shareholders was approved by a vote of
a majority of the directors who either were directors at the beginning of such
period or whose election or nomination was previously so approved) cease for any
reason to constitute a majority of the Board of Directors of the Borrower.

       7.12 OWNERSHIP OF THE UTILITY. The Borrower shall, at any time, cease to
directly own, free and clear of all liens, 100% of the issued and outstanding
capital stock of the Utility.

                                       36
<PAGE>


           SECTION 8 - ACCELERATION, WAIVERS, AMENDMENTS AND REMEDIES

       8.1 ACCELERATION. If any Default described in SECTION 7.6 or 7.7 occurs
with respect to the Borrower, the obligations of the Lenders to make Loans
hereunder shall automatically terminate and the Obligations shall immediately
become due and payable without any election or action on the part of the
Administrative Agent or any Lender. If any other Default occurs, the Required
Lenders (or the Administrative Agent with the consent of the Required Lenders)
may terminate or suspend the obligations of the Lenders to make Loans hereunder,
or declare the Obligations to be due and payable, or both, whereupon the
Obligations shall become immediately due and payable, without presentment,
demand, protest or notice of any kind, all of which the Borrower hereby
expressly waives.

       If, within 30 days after acceleration of the maturity of the Obligations
or termination of the obligations of the Lenders to make Loans hereunder as a
result of any Default (other than any Default as described in SECTION 7.6 or 7.7
with respect to the Borrower) and before any judgment or decree for the payment
of the Obligations due shall have been obtained or entered, the Required Lenders
(in their sole discretion) shall so direct, the Administrative Agent shall, by
notice to the Borrower, rescind and annul such acceleration and/or termination.

       8.2 AMENDMENTS. Subject to the provisions of this SECTION 8, the Required
Lenders (or the Administrative Agent with the consent in writing of the Required
Lenders) and the Borrower may enter into agreements supplemental hereto for the
purpose of adding or modifying any provisions to the Loan Documents or changing
in any manner the rights of the Lenders or the Borrower hereunder or waiving any
Default hereunder; PROVIDED, HOWEVER, that no such supplemental agreement shall,
without the consent of all of the Lenders:

       (i)    Extend the final maturity of any Loan or forgive all or any
              portion of the principal amount thereof, or reduce the rate or
              extend the time of payment of interest or fees thereon.

       (ii)   Reduce the percentage specified in the definition of Required
              Lenders.

       (iii)  Extend the Termination Date, or reduce the amount or extend the
              payment date for, the mandatory payments required under SECTION
              2.2, or increase the amount of the Commitment of any Lender
              hereunder, or permit the Borrower to assign its rights under this
              Agreement.

       (iv)   Amend this SECTION 8.2.

No amendment of any provision of this Agreement relating to the Administrative
Agent shall be effective without the written consent of the Administrative
Agent. The Administrative Agent

                                       37
<PAGE>


may waive payment of the fee required under SECTION 12.3.2 without obtaining the
consent of any other party to this Agreement.

       8.3 PRESERVATION OF RIGHTS. No delay or omission of the Lenders or the
Administrative Agent to exercise any right under the Loan Documents shall impair
such right or be construed to be a waiver of any Default or an acquiescence
therein, and the making of a Loan notwithstanding the existence of a Default or
the inability of the Borrower to satisfy the conditions precedent to such Loan
shall not constitute any waiver or acquiescence. Any single or partial exercise
of any such right shall not preclude other or further exercise thereof or the
exercise of any other right, and no waiver, amendment or other variation of the
terms, conditions or provisions of the Loan Documents whatsoever shall be valid
unless in writing signed by the Lenders required pursuant to SECTION 8.2, and
then only to the extent in such writing specifically set forth. All remedies
contained in the Loan Documents or by law afforded shall be cumulative and all
shall be available to the Administrative Agent and the Lenders until the
Obligations have been paid in full.


                         SECTION 9 - GENERAL PROVISIONS

       9.1 SURVIVAL OF REPRESENTATIONS. All representations and warranties of
the Borrower contained in this Agreement shall survive the making of the Loans
herein contemplated.

       9.2 GOVERNMENTAL REGULATION. Anything contained in this Agreement to the
contrary notwithstanding, no Lender shall be obligated to extend credit to the
Borrower in violation of any limitation or prohibition provided by any
applicable statute or regulation.

       9.3 HEADINGS. Section headings in the Loan Documents are for convenience
of reference only, and shall not govern the interpretation of any of the
provisions of the Loan Documents.

       9.4 ENTIRE AGREEMENT. The Loan Documents embody the entire agreement and
understanding among the Borrower, the Administrative Agent and the Lenders and
supersede all prior agreements and understandings among the Borrower, the
Administrative Agent and the Lenders relating to the subject matter thereof
other than the letter agreement described in SECTION 10.13.

       9.5 SEVERAL OBLIGATIONS; BENEFITS OF THIS AGREEMENT. The respective
obligations of the Lenders hereunder are several and not joint and no Lender
shall be the partner or agent of any other (except to the extent to which the
Administrative Agent is authorized to act as such). The failure of any Lender to
perform any of its obligations hereunder shall not relieve any other Lender from
any of its obligations hereunder. This Agreement shall not be construed so as to
confer any right or benefit upon any Person other than the parties to this
Agreement and their respective successors and assigns, PROVIDED, HOWEVER, that
the parties hereto expressly agree that

                                       38
<PAGE>


the Arranger shall enjoy the benefits of the provisions of SECTIONS 9.6, 9.10
and 10.11 to the extent specifically set forth therein and shall have the right
to enforce such provisions on its own behalf and in its own name to the same
extent as if it were a party to this Agreement.

       9.6 EXPENSES; INDEMNIFICATION. (i) The Borrower shall reimburse the
Administrative Agent and the Arranger for any reasonable costs, internal charges
and out-of-pocket expenses (including attorneys' fees and time charges of
attorneys for the Administrative Agent, which attorneys may be employees of the
Administrative Agent) paid or incurred by the Administrative Agent or the
Arranger in connection with the preparation, negotiation, execution, delivery,
syndication, review, amendment, modification, and administration of the Loan
Documents. The Borrower also agrees to reimburse the Administrative Agent, the
Arranger and the Lenders for any costs, internal charges and out-of-pocket
expenses (including attorneys' fees and time charges of attorneys for the
Administrative Agent, the Arranger and the Lenders, which attorneys may be
employees of the Administrative Agent, the Arranger or the Lenders) paid or
incurred by the Administrative Agent, the Arranger or any Lender in connection
with the collection and enforcement of the Loan Documents.

       (ii) The Borrower hereby further agrees to indemnify the Administrative
Agent, the Arranger and each Lender, its directors, officers and employees
against all losses, claims, damages, penalties, judgments, liabilities and
reasonable expenses (including all expenses of litigation or preparation
therefor whether or not the Administrative Agent, the Arranger or any Lender is
a party thereto) which any of them may pay or incur arising out of or relating
to this Agreement, the other Loan Documents, the transactions contemplated
hereby or the direct or indirect application or proposed application of the
proceeds of any Loan hereunder except to the extent that they are determined in
a final non-appealable judgment by a court of competent jurisdiction to have
resulted from the gross negligence or willful misconduct of the party seeking
indemnification. The obligations of the Borrower under this SECTION 9.6 shall
survive the payment of the Obligations and termination of this Agreement.

       9.7 NUMBERS OF DOCUMENTS. All statements, notices, closing documents, and
requests hereunder shall be furnished to the Administrative Agent with
sufficient counterparts so that the Administrative Agent may furnish one to each
of the Lenders.

       9.8 ACCOUNTING. Except as provided to the contrary herein, all accounting
terms used herein shall be interpreted and all accounting determinations
hereunder shall be made in accordance with GAAP.

       9.9 SEVERABILITY OF PROVISIONS. Any provision in any Loan Document that
is held to be inoperative, unenforceable, or invalid in any jurisdiction shall,
as to that jurisdiction, be inoperative, unenforceable, or invalid without
affecting the remaining provisions in that jurisdiction or the operation,
enforceability, or validity of that provision in any other jurisdiction, and to
this end the provisions of all Loan Documents are declared to be severable.

                                       39
<PAGE>


       9.10 NONLIABILITY OF LENDERS. The relationship between the Borrower on
the one hand and the Lenders and the Administrative Agent on the other hand
shall be solely that of borrower and lender. Neither the Administrative Agent,
the Arranger nor any Lender shall have any fiduciary responsibilities to the
Borrower. Neither the Administrative Agent, the Arranger nor any Lender
undertakes any responsibility to the Borrower to review or inform the Borrower
of any matter in connection with any phase of the Borrower's business or
operations. The Borrower agrees that neither the Administrative Agent, the
Arranger nor any Lender shall have liability to the Borrower (whether sounding
in tort, contract or otherwise) for losses suffered by the Borrower in
connection with, arising out of, or in any way related to, the transactions
contemplated and the relationship established by the Loan Documents, or any act,
omission or event occurring in connection therewith, unless it is determined in
a final non-appealable judgment by a court of competent jurisdiction that such
losses resulted from the gross negligence or willful misconduct of the party
from which recovery is sought. Neither the Administrative Agent, the Arranger
nor any Lender shall have any liability with respect to, and the Borrower hereby
waives, releases and agrees not to sue for, any special, indirect or
consequential damages suffered by the Borrower in connection with, arising out
of, or in any way related to the Loan Documents or the transactions contemplated
thereby.

       9.11 CONFIDENTIALITY. Each Lender agrees to hold any confidential
information which it may receive from the Borrower pursuant to this Agreement in
confidence, except for disclosure (i) to its Affiliates and to other Lenders and
their respective Affiliates, (ii) to legal counsel, accountants, and other
professional advisors to that Lender or to a Transferee, (iii) to regulatory
officials, (iv) to any Person as requested pursuant to or as required by law,
regulation, or legal process, (v) to any Person in connection with any legal
proceeding to which that Lender is a party and (vi) permitted by SECTION 12.4.

       9.12 NONRELIANCE. Each Lender hereby represents that it is not relying on
or looking to any margin stock (as defined in Regulation U of the Board of
Governors of the Federal Reserve System) for the repayment of the Loans provided
for herein.

       9.13 RESTATEMENT OF PRIOR AGREEMENT. This Agreement amends and restates
the Prior Agreement in its entirety. The Borrower and the Prior Lenders agree
that after the effectiveness hereof on the Restatement Date, the Prior Agreement
shall be of no further force or effect (except for any provisions thereof which
by their terms survive termination thereof)


                             SECTION 10 - THE AGENT

       10.1 APPOINTMENT; NATURE OF RELATIONSHIP. Bank One, NA is hereby
appointed by each of the Lenders as its contractual representative (herein
referred to as the "Administrative Agent") hereunder and under each other Loan
Document, and each of the Lenders irrevocably authorizes the Administrative
Agent to act as the contractual representative of such Lender with the rights

                                       40
<PAGE>


and duties expressly set forth herein and in the other Loan Documents. The
Administrative Agent agrees to act as such contractual representative upon the
express conditions contained in this SECTION 10. Notwithstanding the use of the
defined term "Administrative Agent," it is expressly understood and agreed that
the Administrative Agent shall not have any fiduciary responsibilities to any
Lender by reason of this Agreement or any other Loan Document and that the
Administrative Agent is merely acting as the contractual representative of the
Lenders with only those duties as are expressly set forth in this Agreement and
the other Loan Documents. In its capacity as the Lenders' contractual
representative, the Administrative Agent (i) does not hereby assume any
fiduciary duties to any of the Lenders, (ii) is a "representative" of the
Lenders within the meaning of Section 9-105 of the Uniform Commercial Code and
(iii) is acting as an independent contractor, the rights and duties of which are
limited to those expressly set forth in this Agreement and the other Loan
Documents. Each of the Lenders hereby agrees to assert no claim against the
Administrative Agent on any agency theory or any other theory of liability for
breach of fiduciary duty, all of which claims each Lender hereby waives.

       10.2 POWERS. The Administrative Agent shall have and may exercise such
powers under the Loan Documents as are specifically delegated to the
Administrative Agent by the terms of each thereof, together with such powers as
are reasonably incidental thereto. The Administrative Agent shall have no
implied duties to the Lenders, or any obligation to the Lenders to take any
action thereunder except any action specifically provided by the Loan Documents
to be taken by the Administrative Agent.

       10.3 GENERAL IMMUNITY. Neither the Administrative Agent nor any of its
directors, officers, agents or employees shall be liable to the Borrower, the
Lenders or any Lender for any action taken or omitted to be taken by it or them
hereunder or under any other Loan Document or in connection herewith or
therewith except to the extent such action or inaction is determined in a final
non-appealable judgment by a court of competent jurisdiction to have arisen from
the gross negligence or willful misconduct of such Person.

       10.4. NO RESPONSIBILITY FOR LOANS, RECITALS, ETC. Neither the
Administrative Agent nor any of its directors, officers, agents or employees
shall be responsible for or have any duty to ascertain, inquire into, or verify
(a) any statement, warranty or representation made in connection with any Loan
Document or any borrowing hereunder; (b) the performance or observance of any of
the covenants or agreements of any obligor under any Loan Document, including
any agreement by an obligor to furnish information directly to each Lender; (c)
the satisfaction of any condition specified in SECTION 4, except receipt of
items required to be delivered solely to the Administrative Agent; (d) the
existence or possible existence of any Default or Unmatured Default; (e) the
validity, enforceability, effectiveness, sufficiency or genuineness of any Loan
Document or any other instrument or writing furnished in connection therewith;
(f) the value, sufficiency, creation, perfection or priority of any Lien in any
collateral security; or (g) the financial condition of the Borrower or any
guarantor of any of the Obligations or of any of the Borrower's or any such
guarantor's respective Subsidiaries. The Administrative Agent shall

                                       41
<PAGE>


have no duty to disclose to the Lenders information that is not required to be
furnished by the Borrower to the Administrative Agent at such time, but is
voluntarily furnished by the Borrower to the Administrative Agent (either in its
capacity as Administrative Agent or in its individual capacity).

       10.5 ACTION ON INSTRUCTIONS OF LENDERS. The Administrative Agent shall in
all cases be fully protected in acting, or in refraining from acting, hereunder
and under any other Loan Document in accordance with written instructions signed
by the Required Lenders, and such instructions and any action taken or failure
to act pursuant thereto shall be binding on all of the Lenders. The Lenders
hereby acknowledge that the Administrative Agent shall be under no duty to take
any discretionary action permitted to be taken by it pursuant to the provisions
of this Agreement or any other Loan Document unless it shall be requested in
writing to do so by the Required Lenders. The Administrative Agent shall be
fully justified in failing or refusing to take any action hereunder and under
any other Loan Document unless it shall first be indemnified to its satisfaction
by the Lenders pro rata against any and all liability, cost and expense that it
may incur by reason of taking or continuing to take any such action.

       10.6 EMPLOYMENT OF ADMINISTRATIVE AGENTS AND COUNSEL. The Administrative
Agent may execute any of its duties as Administrative Agent hereunder and under
any other Loan Document by or through employees, agents, and attorneys-in-fact
and shall not be answerable to the Lenders, except as to money or securities
received by it or its authorized agents, for the default or misconduct of any
such agents or attorneys-in-fact selected by it with reasonable care. The
Administrative Agent shall be entitled to advice of counsel concerning the
contractual arrangement between the Administrative Agent and the Lenders and all
matters pertaining to the Administrative Agent's duties hereunder and under any
other Loan Document.

       10.7 RELIANCE ON DOCUMENTS; COUNSEL. The Administrative Agent shall be
entitled to rely upon any Note, notice, consent, certificate, affidavit, letter,
telegram, statement, paper or document believed by it to be genuine and correct
and to have been signed or sent by the proper person or persons, and, in respect
to legal matters, upon the opinion of counsel selected by the Administrative
Agent, which counsel may be employees of the Administrative Agent.

       10.8 ADMINISTRATIVE AGENT'S REIMBURSEMENT AND INDEMNIFICATION. The
Lenders agree to reimburse and indemnify the Administrative Agent ratably in
proportion to their respective Commitments (or, if the Commitments have been
terminated, in proportion to their Commitments immediately prior to such
termination) (i) for any amounts not reimbursed by the Borrower for which the
Administrative Agent is entitled to reimbursement by the Borrower under the Loan
Documents, (ii) for any other expenses incurred by the Administrative Agent on
behalf of the Lenders, in connection with the preparation, execution, delivery,
administration and enforcement of the Loan Documents (including any expenses
incurred by the Administrative Agent in connection with any dispute between the
Administrative Agent and any Lender or between two or more of the Lenders) and
(iii) for any liabilities, obligations, losses, damages,

                                       42
<PAGE>


penalties, actions, judgments, suits, costs, expenses or disbursements of any
kind and nature whatsoever which may be imposed on, incurred by or asserted
against the Administrative Agent in any way relating to or arising out of the
Loan Documents or any other document delivered in connection therewith or the
transactions contemplated thereby (including for any such amounts incurred by or
asserted against the Administrative Agent in connection with any dispute between
the Administrative Agent and any Lender or between two or more of the Lenders),
or the enforcement of any of the terms of the Loan Documents or of any such
other documents, PROVIDED that no Lender shall be liable for any of the
foregoing to the extent any of the foregoing is found in a final non-appealable
judgment by a court of competent jurisdiction to have resulted from the gross
negligence or willful misconduct of the Administrative Agent. The obligations of
the Lenders under this SECTION 10.8 shall survive payment of the Obligations and
termination of this Agreement.

       10.9 NOTICE OF DEFAULT. The Administrative Agent shall not be deemed to
have knowledge or notice of the occurrence of any Default or Unmatured Default
hereunder unless the Administrative Agent has received written notice from a
Lender or the Borrower referring to this Agreement describing such Default or
Unmatured Default and stating that such notice is a "notice of default". In the
event that the Administrative Agent receives such a notice, the Administrative
Agent shall give prompt notice thereof to the Lenders.

       10.10 RIGHTS AS A LENDER. In the event the Administrative Agent is a
Lender, the Administrative Agent shall have the same rights and powers hereunder
and under any other Loan Document with respect to its Commitment and its Loans
as any Lender and may exercise the same as though it were not the Administrative
Agent, and the term "Lender" or "Lenders" shall, at any time when the
Administrative Agent is a Lender, unless the context otherwise indicates,
include the Administrative Agent in its individual capacity. The Administrative
Agent and its Affiliates may accept deposits from, lend money to, and generally
engage in any kind of trust, debt, equity or other transaction, in addition to
those contemplated by this Agreement or any other Loan Document, with the
Borrower or any of its Subsidiaries in which the Borrower or such Subsidiary is
not restricted hereby from engaging with any other Person.

       10.11 LENDER CREDIT DECISION. Each Lender acknowledges that it has,
independently and without reliance upon the Administrative Agent, the Arranger
or any other Lender and based on the financial statements prepared by the
Borrower and such other documents and information as it has deemed appropriate,
made its own credit analysis and decision to enter into this Agreement and the
other Loan Documents. Each Lender also acknowledges that it will, independently
and without reliance upon the Administrative Agent, the Arranger or any other
Lender and based on such documents and information as it shall deem appropriate
at the time, continue to make its own credit decisions in taking or not taking
action under this Agreement and the other Loan Documents.

                                       43

<PAGE>


       10.12 SUCCESSOR ADMINISTRATIVE AGENT. The Administrative Agent may resign
at any time by giving written notice thereof to the Lenders and the Borrower,
such resignation to be effective upon the appointment of a successor
Administrative Agent or, if no successor Administrative Agent has been
appointed, forty-five days after the retiring Administrative Agent gives notice
of its intention to resign. The Administrative Agent may be removed at any time
with or without cause by written notice received by the Administrative Agent
from the Required Lenders, such removal to be effective on the date specified by
the Required Lenders. Upon any such resignation or removal, the Required Lenders
(with, so long as no Default or Unmatured Default exists, the consent of the
Borrower), shall have the right to appoint, on behalf of the Borrower and the
Lenders, a successor Administrative Agent. If no successor Administrative Agent
shall have been so appointed by the Required Lenders within thirty days after
the resigning Administrative Agent's giving notice of its intention to resign,
then the resigning Administrative Agent may appoint, on behalf of the Borrower
and the Lenders, a successor Administrative Agent. Notwithstanding the previous
sentence, the Administrative Agent may at any time without the consent of the
Borrower or any Lender, appoint any of its Affiliates which is a commercial bank
as a successor Administrative Agent hereunder. If the Administrative Agent has
resigned or been removed and no successor Administrative Agent has been
appointed, the Lenders may perform all the duties of the Administrative Agent
hereunder and the Borrower shall make all payments in respect of the Obligations
to the applicable Lender and for all other purposes shall deal directly with the
Lenders. No successor Administrative Agent shall be deemed to be appointed
hereunder until such successor Administrative Agent has accepted the
appointment. Any such successor Administrative Agent shall be a commercial bank
having capital and retained earnings of at least $100,000,000. Upon the
acceptance of any appointment as Administrative Agent hereunder by a successor
Administrative Agent, such successor Administrative Agent shall thereupon
succeed to and become vested with all the rights, powers, privileges and duties
of the resigning or removed Administrative Agent. Upon the effectiveness of the
resignation or removal of the Administrative Agent, the resigning or removed
Administrative Agent shall be discharged from its duties and obligations
hereunder and under the Loan Documents. After the effectiveness of the
resignation or removal of an Administrative Agent, the provisions of this
SECTION X shall continue in effect for the benefit of such Administrative Agent
in respect of any actions taken or omitted to be taken by it while it was acting
as the Administrative Agent hereunder and under the other Loan Documents. In the
event that there is a successor to the Administrative Agent by merger, or the
Administrative Agent assigns its duties and obligations to an Affiliate pursuant
to this SECTION 10.12, then the term "CORPORATE BASE RATE" as used in this
Agreement shall mean the prime rate, base rate or other analogous rate of the
new Administrative Agent.

       10.13 ADMINISTRATIVE AGENT AND ARRANGER FEES. The Borrower agrees to pay
to the Administrative Agent and Arranger, for their respective accounts, the
fees agreed to by the Borrower, the Administrative Agent and the Arranger
pursuant to the letter agreement dated April 25, 2000 among such parties, or as
otherwise agreed among such parties from time to time.

                                       44
<PAGE>


       10.14 DELEGATION TO AFFILIATES. The Borrower and the Lenders agree that
the Administrative Agent may delegate any of its duties under this Agreement to
any of its Affiliates. Any such Affiliate (and such Affiliate's directors,
officers, agents and employees) which performs duties in connection with this
Agreement shall be entitled to the same benefits of the indemnification, waiver
and other protective provisions to which the Administrative Agent is entitled
under SECTIONS 9 and 10.


                      SECTION 11 - SETOFF; RATABLE PAYMENTS

       11.1 SETOFF. In addition to, and without limitation of, any rights of the
Lenders under applicable law, if the Borrower becomes insolvent, however
evidenced, or any Default occurs, any and all deposits (including all account
balances, whether provisional or final and whether or not collected or
available) and any other Indebtedness at any time held or owing by any Lender or
any Affiliate of any Lender to or for the credit or account of the Borrower may
be offset and applied toward the payment of the Obligations owing to such
Lender, whether or not the Obligations, or any part hereof, shall then be due.

       11.2 RATABLE PAYMENTS. If any Lender, whether by setoff or otherwise, has
payment made to it upon its Loans (other than payments received pursuant to
SECTION 3.1, 3.2, 3.4 or 3.5) in a greater proportion than that received by any
other Lender, such Lender agrees, promptly upon demand, to purchase a portion of
the Loans held by the other Lenders so that after such purchase each Lender will
hold its ratable proportion of Loans. If any Lender, whether in connection with
setoff or amounts which might be subject to setoff or otherwise, receives
collateral or other protection for its Obligations or such amounts which may be
subject to setoff, such Lender agrees, promptly upon demand, to take such action
necessary such that all Lenders share in the benefits of such collateral ratably
in proportion to their Loans. In case any such payment is disturbed by legal
process, or otherwise, appropriate further adjustments shall be made.


         SECTION 12 - BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS

       12.1 SUCCESSORS AND ASSIGNS. The terms and provisions of the Loan
Documents shall be binding upon and inure to the benefit of the Borrower and the
Lenders and their respective successors and assigns, except that (i) the
Borrower shall not have the right to assign its rights or obligations under the
Loan Documents and (ii) any assignment by any Lender must be made in compliance
with SECTION 12.3. Notwithstanding clause (ii) of this Section, any Lender may
at any time, without the consent of the Borrower or the Administrative Agent,
assign all or any portion of its rights under this Agreement and any Note to a
Federal Reserve Bank; PROVIDED, HOWEVER, that no such assignment to a Federal
Reserve Bank shall release the transferor Lender from its obligations hereunder.
The Administrative Agent may treat the Person which made any

                                       45
<PAGE>


Loan or which holds any Note as the owner thereof for all purposes hereof unless
and until such Person complies with SECTION 12.3 in the case of an assignment
thereof or, in the case of any other transfer, a written notice of the transfer
is filed with the Administrative Agent. Any assignee or transferee of the rights
to any Loan or any Note agrees by acceptance of such transfer or assignment to
be bound by all the terms and provisions of the Loan Documents. Any request,
authority or consent of any Person, who at the time of making such request or
giving such authority or consent is the owner of the rights to any Loan (whether
or not a Note has been issued in evidence thereof), shall be conclusive and
binding on any subsequent holder, transferee or assignee of the rights to such
Loan.

       12.2 PARTICIPATIONS.

              12.2.1 PERMITTED PARTICIPANTS; EFFECT. Any Lender may, in the
       ordinary course of its business and in accordance with applicable law, at
       any time sell to one or more banks or other entities ("PARTICIPANTS")
       participating interests in any Loan owing to such Lender, any Note held
       by such Lender, any Commitment of such Lender or any other interest of
       such Lender under the Loan Documents. In the event of any such sale by a
       Lender of participating interests to a Participant, such Lender's
       obligations under the Loan Documents shall remain unchanged, such Lender
       shall remain solely responsible to the other parties hereto for the
       performance of such obligations, such Lender shall remain the owner of
       its Loans and the holder of any Note issued to it in evidence thereof for
       all purposes under the Loan Documents, all amounts payable by the
       Borrower under this Agreement shall be determined as if such Lender had
       not sold such participating interests, and the Borrower and the
       Administrative Agent shall continue to deal solely and directly with such
       Lender in connection with such Lender's rights and obligations under the
       Loan Documents.

              12.2.2 VOTING RIGHTS. Each Lender shall retain the sole right to
       approve, without the consent of any Participant, any amendment,
       modification or waiver of any provision of the Loan Documents other than
       any amendment, modification or waiver with respect to any Loan or
       Commitment in which such Participant has an interest which forgives
       principal, interest or fees or reduces the interest rate or fees payable
       with respect to any such Loan or Commitment, extends the Termination Date
       or postpones any date fixed for any regularly-scheduled payment of
       principal of, or interest or fees on, any such Loan or Commitment.

              12.2.3 BENEFIT OF SETOFF. The Borrower agrees that each
       Participant shall be deemed to have the right of setoff provided in
       SECTION 11.1 in respect of its participating interest in amounts owing
       under the Loan Documents to the same extent as if the amount of its
       participating interest were owing directly to it as a Lender under the
       Loan Documents, PROVIDED that each Lender shall retain the right of
       setoff provided in SECTION 11.1 with respect to the amount of
       participating interests sold to each Participant. The

                                       46
<PAGE>


       Lenders agree to share with each Participant, and each Participant, by
       exercising the right of setoff provided in SECTION 11.1, agrees to share
       with each Lender, any amount received pursuant to the exercise of its
       right of setoff, such amounts to be shared in accordance with SECTION
       11.2 as if each Participant were a Lender.

       12.3   ASSIGNMENTS.

              12.3.1 PERMITTED ASSIGNMENTS. Any Lender may, in the ordinary
       course of its business and in accordance with applicable law, at any time
       assign to one or more banks or other entities ("PURCHASERS") all or any
       part of its rights and obligations under the Loan Documents. Such
       assignment shall be substantially in the form of EXHIBIT F or in such
       other form as may be agreed to by the parties thereto. The consent of the
       Borrower and the Administrative Agent shall be required prior to an
       assignment becoming effective with respect to a Purchaser which is not a
       Lender or an Affiliate thereof; PROVIDED, HOWEVER, that if a Default has
       occurred and is continuing, the consent of the Borrower shall not be
       required. Such consents shall not be unreasonably withheld or delayed.
       Each such assignment shall (unless each of the Borrower and the
       Administrative Agent otherwise consents) be in an amount not less than
       the lesser of (i) $5,000,000 or (ii) the remaining amount of the
       assigning Lender's Commitment (calculated as at the date of such
       assignment).

              12.3.2 EFFECT; EFFECTIVE DATE. Upon (i) delivery to the
       Administrative Agent of a notice of assignment, substantially in the form
       attached as EXHIBIT "I" to EXHIBIT F (a "NOTICE OF ASSIGNMENT"), together
       with any consents required by SECTION 12.3.1, and (ii) payment by the
       transferor Lender or the Purchaser of a $3,000 fee to the Administrative
       Agent for processing such assignment, such assignment shall become
       effective on the effective date specified in such Notice of Assignment.
       The Notice of Assignment shall contain a representation by the Purchaser
       to the effect that none of the consideration used to make the purchase of
       the Commitment and Loans under the applicable assignment agreement are
       "plan assets" as defined under ERISA and that the rights and interests of
       the Purchaser in and under the Loan Documents will not be "plan assets"
       under ERISA. On and after the effective date of such assignment, such
       Purchaser shall for all purposes be a Lender party to this Agreement and
       any other Loan Document executed by or on behalf of the Lenders and shall
       have all the rights and obligations of a Lender under the Loan Documents,
       to the same extent as if it were an original party hereto, and no further
       consent or action by the Borrower, the Lenders or the Administrative
       Agent shall be required to release the transferor Lender with respect to
       the percentage of the Aggregate Commitment and Loans assigned to such
       Purchaser. Upon the consummation of any assignment to a Purchaser
       pursuant to this SECTION 12.3.2, the transferor Lender, the
       Administrative Agent and the Borrower shall, if the transferor Lender or
       the Purchaser desires that its Loans be evidenced by Notes, make
       appropriate arrangements so that new Notes or, as appropriate,
       replacement Notes are issued to such transferor Lender and new

                                       47
<PAGE>


       Notes or, as appropriate, replacement Notes, are issued to such
       Purchaser, in each case in principal amounts reflecting their respective
       Commitments, as adjusted pursuant to such assignment.

       12.4 DISSEMINATION OF INFORMATION. The Borrower authorizes each Lender to
disclose to any Participant or Purchaser or any other Person acquiring an
interest in the Loan Documents by operation of law (each a "TRANSFEREE") and any
prospective Transferee any and all information in such Lender's possession
concerning the creditworthiness of the Borrower and its Subsidiaries; PROVIDED
that each Transferee and prospective Transferee agrees in writing to be bound by
SECTION 9.11 of this Agreement.

       12.5 TAX TREATMENT. If any interest in any Loan Document is transferred
to any Transferee which is organized under the laws of any jurisdiction other
than the United States or any State thereof, the transferor Lender shall cause
such Transferee, concurrently with the effectiveness of such transfer, to comply
with the provisions of SECTION 3.5(IV).


                              SECTION 13 - NOTICES

       13.1 NOTICES. Except as otherwise permitted by SECTION 2.16 with respect
to borrowing notices, all notices, requests and other communications to any
party hereunder shall be in writing (including electronic transmission,
facsimile transmission or similar writing) and shall be given to such party: (x)
in the case of the Borrower or the Administrative Agent, at its address or
facsimile number set forth on the signature pages hereof, (y) in the case of any
Lender, at its address or facsimile number set forth below its signature hereto
or (z) in the case of any party, at such other address or facsimile number as
such party may hereafter specify for the purpose by notice to the Administrative
Agent and the Borrower in accordance with the provisions of this SECTION 13.1.
Each such notice, request or other communication shall be effective (i) if given
by facsimile transmission, when transmitted to the facsimile number specified in
this Section and confirmation of receipt is received, (ii) if given by mail, 72
hours after such communication is deposited in the mails with first class
postage prepaid, addressed as aforesaid, or (iii) if given by any other means,
when delivered (or, in the case of electronic transmission, received) at the
address specified in this Section; PROVIDED that notices to the Administrative
Agent under SECTION 2 shall not be effective until received.

       13.2 CHANGE OF ADDRESS. The Borrower, the Administrative Agent and any
Lender may each change the address for service of notice upon it by a notice in
writing to the other parties hereto.

                                       48
<PAGE>


                            SECTION 14 - COUNTERPARTS

       This Agreement may be executed in any number of counterparts, all of
which taken together shall constitute one agreement, and any of the parties
hereto may execute this Agreement by signing any such counterpart. This
Agreement shall be effective when it has been executed by the Borrower, the
Administrative Agent and the Lenders and each party has notified the
Administrative Agent by facsimile transmission or telephone that it has taken
such action.


              SECTION 15 - CHOICE OF LAW; CONSENT TO JURISDICTION;
                              WAIVER OF JURY TRIAL

       15.1 CHOICE OF LAW. THE LOAN DOCUMENTS (OTHER THAN THOSE CONTAINING A
CONTRARY EXPRESS CHOICE OF LAW PROVISION) SHALL BE CONSTRUED IN ACCORDANCE WITH
THE INTERNAL LAWS (AND NOT THE LAW OF CONFLICTS) OF THE STATE OF ILLINOIS, BUT
GIVING EFFECT TO FEDERAL LAWS APPLICABLE TO NATIONAL BANKS.

       15.2 CONSENT TO JURISDICTION. THE BORROWER HEREBY IRREVOCABLY SUBMITS TO
THE NON-EXCLUSIVE JURISDICTION OF ANY UNITED STATES FEDERAL OR ILLINOIS STATE
COURT SITTING IN CHICAGO, ILLINOIS IN ANY ACTION OR PROCEEDING ARISING OUT OF OR
RELATING TO ANY LOAN DOCUMENTS AND THE BORROWER HEREBY IRREVOCABLY AGREES THAT
ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED
IN ANY SUCH COURT AND IRREVOCABLY WAIVES ANY OBJECTION IT MAY NOW OR HEREAFTER
HAVE AS TO THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH A
COURT OR THAT SUCH COURT IS AN INCONVENIENT FORUM. NOTHING HEREIN SHALL LIMIT
THE RIGHT OF THE AGENT OR ANY LENDER TO BRING PROCEEDINGS AGAINST THE BORROWER
IN THE COURTS OF ANY OTHER JURISDICTION. ANY JUDICIAL PROCEEDING BY THE BORROWER
AGAINST THE AGENT OR ANY LENDER OR ANY AFFILIATE OF THE AGENT OR ANY LENDER
INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER IN ANY WAY ARISING OUT OF, RELATED
TO, OR CONNECTED WITH ANY LOAN DOCUMENT SHALL BE BROUGHT ONLY IN A COURT IN
CHICAGO, ILLINOIS.

       15.3 WAIVER OF JURY TRIAL. THE BORROWER, THE AGENT AND EACH LENDER HEREBY
WAIVE TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING, DIRECTLY OR
INDIRECTLY, ANY MATTER (WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE) IN ANY
WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH ANY LOAN DOCUMENT OR THE
RELATIONSHIP ESTABLISHED THEREUNDER.

                                       49
<PAGE>


       IN WITNESS WHEREOF, the Borrower, the Lenders and the Administrative
Agent have executed this Agreement as of the date first above written.


                                         CH ENERGY GROUP, INC.


                                         By:
                                            ------------------------------------
                                         Title:
                                               ---------------------------------
                                                284 South Avenue
                                                Poughkeepsie, New York 12601

                                                Attention: Steven Lant
                                                Telephone:  (914) 452-2000
                                                FAX: (914) 486-5782

                                    - S-1 -
<PAGE>


COMMITMENTS

$50,000,000                             BANK ONE, NA (Main Office Chicago),
                                        Individually and as Administrative Agent


                                         By:
                                            ------------------------------------
                                         Title:
                                               ---------------------------------
                                               1 Bank One Plaza
                                               Chicago, Illinois  60670

                                               Attention: Jane Bek
                                               Telephone: (312) 732-3422
                                               FAX: (312) 732-3055

                                    - S-2 -
<PAGE>


$30,000,000                             THE CHASE MANHATTAN BANK


                                         By:
                                            ------------------------------------
                                         Title:
                                               ---------------------------------
                                               12 Corporate Woods Boulevard
                                               Albany, New York 12211

                                               Attention:  David C. Horan, Jr.
                                               Telephone:  (518) 433-2524
                                               FAX: (518) 433-0295

                                    - S-3 -

<PAGE>


$30,000,000                              HSBC BANK USA


                                         By:
                                            ------------------------------------
                                         Title:
                                               ---------------------------------



                                               Attention: Thomas L.  Nolan
                                               Telephone: (914) 569-8101
                                               FAX: (914) 569-8107

                                    - S-4 -
<PAGE>


$30,000,000                              KEYBANK, N.A.


                                         By:
                                            ------------------------------------
                                         Title:
                                               ---------------------------------
                                               1 Washington Center
                                               Newburgh, New York 12550

                                               Attention: Michael J.  Coulter
                                               Telephone: (914) 563-5264
                                               FAX: (914) 563-5225

                                    - S-5 -
<PAGE>


$30,000,000                              FLEET NATIONAL BANK


                                         By:
                                            ------------------------------------
                                         Title:
                                               ---------------------------------
                                               Mail Stop: NY KP 0250
                                               Peter D.  Kiernan Plaza
                                               Albany, New York 12207

                                               Attention: James M.  Mariani
                                               Telephone: (518) 447-3732
                                               FAX: (518) 447-3768


$170,000,000 TOTAL
------------
                                    - S-6 -
<PAGE>


                                PRICING SCHEDULE


       The Applicable Margin and the Commitment Fee shall be determined from
time to time based upon the Moody's Rating and the S&P Rating of the Utility as
set forth in the table below:

--------------------------------------------------------------------------------
                                                 Applicable        Commitment
Level       Moody's Rating        S&p Rating       Margin             Fee
-----       --------------        ----------       ------             ---
--------------------------------------------------------------------------------
  I          A3 or better        A- or better      0.500%            0.100%
--------------------------------------------------------------------------------
 II          Baa1                BBB+              0.625%            0.125%
--------------------------------------------------------------------------------
 III         Baa2                BBB               0.750%            0.150%
--------------------------------------------------------------------------------
 IV          Baa3                BBB-              0.875%            0.200%
--------------------------------------------------------------------------------
  V          Below Baa3          Below BBB-        1.125%            0.300%
--------------------------------------------------------------------------------

       If there is a split rating (i.e., the Moody's Rating and the S&P Rating
would not result in the same pricing), the Borrower shall be entitled to the
benefit of the higher rating; PROVIDED that there is a differential of two or
more levels in the table above, the intermediate level at the midpoint (or, if
there is no midpoint, the higher intermediate level) shall apply. In the event
that a rating is available from only one rating agency, such rating shall
control. In the event that a rating is not available from either rating agency,
the Applicable Margin and the Commitment Fee shall be equal to 1.125% and 0.30%,
respectively.

       In addition, at any time that the outstanding principal amount of all
Loans (a) exceeds 331/3% but is less than or equal to 662/3% the Aggregate
Commitment, the Applicable Margin (at all levels) shall be increased by 0.125%
or (b) exceeds 662/3% of the Aggregate Commitment, the Applicable Margin (at all
levels) shall be increased by 0.25%.

       For the purposes of this Schedule, the following terms have the following
meanings, subject to the final paragraph of this Schedule:

       "Moody's Rating" means, at any time, the rating issued by Moody's and
then in effect with respect to the Utility's senior unsecured long-term debt
securities without third-party credit enhancement.

       "S&P Rating" means, at any time, the rating issued by S&P and then in
effect with respect to the Utility's senior unsecured long-term debt securities
without third-party credit enhancement.

                                      P-1
<PAGE>


       The credit rating in effect on any date for the purposes of this Schedule
shall be that in effect at the close of business on such date.

                                      P-2
<PAGE>


                                    EXHIBIT A
                                      NOTE


$--------------                                                 --------, ------


       CH ENERGY GROUP, INC., a New York corporation (the "Borrower"), promises
to pay to the order of ____________________________________ (the "Lender") the
lesser of the principal sum of ______________________________ Dollars or the
aggregate unpaid principal amount of all Loans made by the Lender to the
Borrower pursuant to the Agreement (as hereinafter defined), in immediately
available funds at the main office of Bank One, NA (f/k/a The First National
Bank of Chicago) in Chicago, Illinois, as Administrative Agent, together with
interest on the unpaid principal amount hereof at the rates and on the dates set
forth in the Agreement. The Borrower shall pay the principal of and accrued and
unpaid interest on the Loans in full on the Termination Date.

       The Lender shall, and is hereby authorized to, record on the schedule
attached hereto, or to otherwise record in accordance with its usual practice,
the date and amount of each Loan and the date and amount of each principal
payment hereunder.

       This Note is one of the Notes issued pursuant to, and is entitled to the
benefits of, the Amended and Restated Credit Agreement dated as of July 10, 2000
(as amended or otherwise modified from time to time, the "Agreement"), among the
Borrower, various financial institutions, including the Lender, and Bank One,
NA, as Administrative Agent, to which Agreement reference is hereby made for a
statement of the terms and conditions governing this Note, including the terms
and conditions under which this Note may be prepaid or its maturity date
accelerated. Capitalized terms used herein and not otherwise defined herein are
used with the meanings attributed to them in the Agreement.


                              CH ENERGY GROUP, INC.

                        By:
                           ----------------------------
                        Print Name:
                                   --------------------
                        Title:
                              -------------------------


                                      A-1
<PAGE>


                   SCHEDULE OF LOANS AND PAYMENTS OF PRINCIPAL
                                       TO
                          NOTE OF CH ENERGY GROUP, INC.
                             DATED    ,
                                   ---  ------------

--------------------------------------------------------------------------------
               Principal          Maturity       Principal
               Amount of        of Interest       Amount             Unpaid
    Date         Loan              Period          Paid              Balance
    ----        ------            --------        ------             -------








                                      A-2
<PAGE>


                                    EXHIBIT B

                                     FORM OF
                  REQUEST FOR INCREASE IN AGGREGATE COMMITMENT

                                                     , 2000
                     --------------------------------


Bank One, N.A. as Administrative Agent
under the Credit Agreement referred to below
1 Bank One Plaza
Chicago, IL   60670-0429

Attn: Brian J. Zimmer

Ladies/Gentlemen:

       Please refer to the Amended and Restated Credit Agreement dated as of
July 10, 2000 (as amended or otherwise modified from time to time, the "CREDIT
AGREEMENT") among CH Energy Group, Inc. (the "BORROWER"), various financial
institutions and Bank One, N.A., as Administrative Agent. Capitalized terms used
but not defined herein have the respective meanings set forth in the Credit
Agreement.

       In accordance with Section 2.5(c) of the Credit Agreement, the Borrower
hereby requests an increase in the Aggregate Commitment from $__________ to
$__________. Such increase shall be made by increasing the Commitment of
____________ from $________ to $________] [adding _____________ as a Lender
under the Credit Agreement with a Commitment of $____________] as set forth in
the letter attached hereto. Such increase shall be effective three Business Days
after the date that the Administrative Agent accepts the letter attached hereto
or such other date as is agreed among the Borrower, the Administrative Agent and
the [increasing] [new] Lender.

                                          Very truly yours,



                                          CH Energy Group, Inc.


                                          By:
                                             -----------------------------------
                                          Title:
                                                --------------------------------

                                      B-1
<PAGE>


                              ANNEX I TO EXHIBIT B

                                     [Date]


Bank One, N.A. as Administrative Agent
under the Credit Agreement referred to below
1 Bank One Plaza
Chicago, IL   60670-0429

Attn: Brian J. Zimmer

Ladies/Gentlemen:

       Please refer to the letter dated ________, 2000 from CH Energy Group,
Inc. (the "BORROWER") requesting an increase in the Aggregate Commitment from
$__________ to $__________ pursuant to Section 2.5(c) of the Amended and
Restated Credit Agreement dated as of July 10, 2000 (the "CREDIT AGREEMENT")
among the Borrower, various financial institutions (including the undersigned
Lender) and Bank One, N.A., as Administrative Agent. Capitalized terms used but
not defined herein have the respective meanings set forth in the Credit
Agreement.

       The undersigned hereby confirms that it has agreed to increase its
Commitment under the Credit Agreement from $__________ to $__________ effective
on the date which is three Business Days after the acceptance hereof by the
Administrative Agent or on such other date as may be agreed among the Borrower,
the Administrative Agent and the undersigned.

                                          Very truly yours,

                                          [NAME OF INCREASING LENDER]

                                          By:
                                             -----------------------------------
                                          Title:
                                                --------------------------------
Accepted as of

---------, ----

BANK ONE, N.A.,
  as Administrative Agent

By:
   -----------------------------------
Title:
      --------------------------------

                                      B-2
<PAGE>


                              ANNEX II TO EXHIBIT B

                                     [Date]



Bank One, N.A. as Administrative Agent
under the Credit Agreement referred to below
1 Bank One Plaza
Chicago, IL   60670-0429

Attn: Brian J. Zimmer

Ladies/Gentlemen:

       Please refer to the letter  dated  ________,  2000 from CH Energy  Group,
Inc. (the  "BORROWER")  requesting an increase in the Aggregate  Commitment from
$__________  to  $__________  pursuant  to  Section  2.5(c) of the  Amended  and
Restated  Credit  Agreement  dated as of July 10, 2000 (the "CREDIT  AGREEMENT")
among the  Borrower,  various  financial  institutions  and Bank One,  N.A.,  as
Administrative  Agent.  Capitalized  terms used but not defined  herein have the
respective meanings set forth in the Credit Agreement.

       The  undersigned  hereby  confirms  that it has agreed to become a Lender
under the Credit  Agreement  with a Commitment of  $__________  effective on the
date which is three  Business  Days after the  acceptance  hereof,  and  consent
hereto, by the Administrative Agent or on such other date as may be agreed among
the Borrower, the Administrative Agent and the undersigned.

       The  undersigned  (a)  acknowledges  that it has  received  a copy of the
Credit Agreement and the Schedules and Exhibits thereto, together with copies of
the most recent financial  statements  delivered by the Borrower pursuant to the
Credit  Agreement,  and such other  documents and  information  as it has deemed
appropriate  to make its own credit and legal  analysis and decision to become a
Lender under the Credit  Agreement;  and (b) agrees that it will,  independently
and without reliance upon the Administrative Agent or any other Lender and based
on such  documents and  information  as it shall deem  appropriate  at the time,
continue  to make its own  credit  and legal  decisions  in taking or not taking
action under the Credit Agreement.

       The undersigned represents and warrants that (i) it is duly organized and
existing and it has full power and authority to take, and has taken,  all action
necessary  to execute and deliver  this letter and to become a Lender  under the
Credit  Agreement;  and (ii) no  notices  to,  or  consents,  authorizations  or
approvals of, any Person are required (other than any already given or obtained)
for its due  execution  and delivery of this letter and the  performance  of its
obligations as a Lender under the Credit Agreement.

                                      B-3
<PAGE>


       The undersigned agrees to execute and deliver such other instruments, and
take such other actions,  as the Administrative  Agent may reasonably request in
connection with the transactions contemplated by this letter.

       The following administrative details apply to the undersigned:

              (A)    Notice Address:

                     Legal name: ____________________________
                     Address: _______________________________
                              _______________________________
                              _______________________________
                     Attention: _____________________________
                     Telephone: (___) _______________________
                     Facsimile: (___)_ ______________________

              (B)    Payment Instructions:

                     Account No.: ___________________________
                              At: ___________________________
                                  ___________________________
                                  ___________________________
                     Reference: _____________________________
                     Attention: _____________________________

                                      B-4
<PAGE>


       The  undersigned  acknowledges  and agrees that, on the date on which the
undersigned  becomes a Lender  under the  Credit  Agreement  as set forth in the
second  paragraph  hereof,  the  undersigned  will be bound by the  terms of the
Credit  Agreement as fully and to the same extent as if the undersigned  were an
original Lender under the Credit Agreement.

                                          Very truly yours,

                                          [NAME OF NEW LENDER]

                                          By:
                                             -----------------------------------
                                          Title:
                                                --------------------------------

Accepted and consented to as of
_________, 2000

BANK ONE, N.A.,
  as Administrative Agent


By:
   -----------------------------------
Title:
      --------------------------------

                                      B-5
<PAGE>


                                    EXHIBIT C
                                 FORM OF OPINION


The Administrative Agent and the Lenders which are parties to the
Credit Agreement described below.

Gentlemen/Ladies:

       We are counsel for CH Energy  Group,  Inc., a New York  corporation  (the
"Borrower"),  and have represented the Borrower in connection with the execution
and delivery of the Amended and Restated  Credit  Agreement dated as of July 10,
2000 (the "Agreement")  among the Borrower,  various financial  institutions and
Bank One,  NA (f/k/a The First  National  Bank of  Chicago),  as  Administrative
Agent, and providing for Advances in an aggregate principal amount not exceeding
$200,000,000 at any one time  outstanding.  All  capitalized  terms used in this
opinion and not  otherwise  defined  herein shall have the  respective  meanings
attributed to them in the Agreement.

       We have examined the  Borrower's  **[DESCRIBE  CONSTITUTIVE  DOCUMENTS OF
BORROWER AND APPROPRIATE EVIDENCE OF AUTHORITY TO ENTER INTO THE TRANSACTION]**,
the  Loan  Documents  and  such  other  matters  of fact  and law  which we deem
necessary in order to render this opinion.  In connection with such examination,
we have assumed, without independent investigation, that:

              (a)    all signatures of the parties on all items  submitted to us
       are genuine;

              (b)    all natural persons,  including persons acting on behalf of
       a business entity, are legally competent;

              (c)    all items  submitted to us as originals are authentic,  and
       all  documents  submitted to us as copies  conform to authentic  original
       documents; and

              (d)    each of the  Administrative  Agent and each Lender has full
       power and authority to execute, deliver and perform its obligations under
       the  Agreement,  and  the  Agreement  has  been  duly  authorized  by all
       necessary  corporate  or other  action  on the part of such  parties  and
       constitutes the legal,  valid and binding  obligation of each such party,
       enforceable against each such party in accordance with its terms.

       Based upon the  foregoing,  and subject to the  qualifications  set forth
herein, it is our opinion that:

       l.     Each  of  the  Borrower  and  each  of  its   Subsidiaries   is  a
corporation,   partnership  or  limited  liability  company  duly  and  properly
incorporated or organized, as the case may be, validly

                                      C-1
<PAGE>


existing  and (to the  extent  such  concept  applies  to such  entity)  in good
standing under the laws of its jurisdiction of incorporation or organization and
has all  requisite  authority  to conduct its business in each  jurisdiction  in
which its business is conducted.

       2.     The execution  and delivery by the Borrower of the Loan  Documents
and the performance by the Borrower of its obligations thereunder have been duly
authorized by proper corporate  proceedings on the part of the Borrower and will
not:

              (a)    require any consent of the Borrower's  shareholders  (other
       than any such consent as has already been given and remains in full force
       and effect);

              (b)    violate or conflict  with, or  constitute a default  under,
       (i) any law, rule or regulation  or, to our knowledge,  any order,  writ,
       judgment,  injunction,  decree or award binding on the Borrower or any of
       its Subsidiaries or (ii) the Borrower's or any  Subsidiary's  articles or
       certificate  of  incorporation,  partnership  agreement,  certificate  of
       partnership,  articles  or  certificate  of  organization,   by-laws,  or
       operating or other management agreement,  as the case may be, or (iii) to
       our knowledge,  the provisions of any indenture,  instrument or agreement
       to which the Borrower or any Subsidiary is a party or is subject;

              (c)    to our  knowledge,  result in or require  the  creation  or
       imposition of any Lien on any Property of the Borrower or any  Subsidiary
       pursuant to the terms of any indenture,  instrument or agreement  binding
       upon the Borrower or such Subsidiary.

       3.     The Loan  Documents  have been duly  executed and delivered by the
Borrower and  constitute  legal,  valid and binding  obligations of the Borrower
enforceable against the Borrower in accordance with their respective terms.

       4.     To our knowledge,  other than as discussed in the Public  Reports,
there is no litigation, arbitration,  governmental investigation,  proceeding or
inquiry  pending or threatened  against the Borrower or any of its  Subsidiaries
which, if adversely determined,  could reasonably be expected to have a Material
Adverse Effect.

       5.     No order, consent, adjudication,  approval, license, authorization
or validation of, or filing, recording or registration with, or exemption by, or
other action in respect of any governmental or public body or authority,  or any
subdivision thereof is required to be obtained by the Borrower or any Subsidiary
in  connection  with the  execution  and  delivery  by the  Borrower of the Loan
Documents,  the borrowings  under the Agreement,  the payment and performance by
the Borrower of the  Obligations  or the legality,  validity,  binding effect or
enforceability of any of the Loan Documents.

                                      C-2
<PAGE>


       Our opinions are subject to the following qualifications:

              (a)    Our  opinions  are subject to the effect of any  applicable
       bankruptcy,   insolvency,   reorganization,    receivership,   fraudulent
       conveyance, equitable subordination,  readjustment of debt, moratorium or
       similar law affecting  creditors'  rights  generally and to the effect of
       general  principles  of equity  (regardless  of whether  considered  in a
       proceeding in equity or at law), including, without limitation,  concepts
       of  materiality,  reasonableness,  good  faith  and fair  dealing  and by
       limitations  on the  availability  of  specific  performance,  injunctive
       relief or other equitable remedies.

              (b)    We  express  no  opinion  as  to  obligations  relating  to
       indemnification,  contribution  or  exculpation  of  costs,  expenses  or
       liabilities which contravene public policy.

              (c)    We  express  no  opinion  as to the  enforceability,  under
       certain  circumstances,  of provisions imposing penalties or forfeitures,
       late payment charges or an increase in interest rate upon  delinquency in
       payment or the occurrence of a default.

              (d)    We  express  no  opinion  as to any  provision  of any Loan
       Document  that  purports  to  establish  an   evidentiary   standard  for
       determinations by the Lenders or the Administrative Agent.

              (e)    We  express  no  opinion as to the effect of the law of any
       jurisdiction other than the State of New York wherein  enforcement of any
       Loan Document may be sought.

              (f)    We express no opinion as to any  provision of the Agreement
       purporting  to  convey  rights  to  Persons  other  than  parties  to the
       Agreement.

              (g)    We express no opinion as to:

                     (i)    any agreement by the Borrower to the subject  matter

              jurisdiction  of a United States federal court or to the waiver of
              the right to jury trial; or

                     (ii)   any  provision  purporting to waive any objection to
              the laying of venue or any claim that an action or proceeding  has
              been brought in an inconvenient forum.

              (h)    Our  opinions are limited to the federal laws of the United
       States  and the  laws of the  State of New  York.  For  purposes  of this
       opinion,  we have assumed that the Loan Documents  would be construed and
       interpreted  in  accordance  with  the  laws  of the  State  of New  York
       (notwithstanding  the parties' selection of Illinois law as the governing
       law of the Loan Documents).

                                      C-3
<PAGE>


              (i)    For  purposes  of our  opinion,  as to  the  incorporation,
       existence  and good  standing  of  ___________,  we have relied on a Good
       Standing Certificate issued by the Secretary of State of Connecticut.

       The opinions  expressed  herein shall be effective only as of the date of
this opinion letter. We do not assume  responsibility  for updating this opinion
letter as of any date subsequent to the date of this opinion letter,  and assume
no  responsibility  for  advising  you of any change with  respect to any matter
described in this opinion  letter that may occur  subsequent to the date of this
opinion  letter or from the  discovery  subsequent  to the date of this  opinion
letter of  information  not  previously  known to us  pertaining  to the  events
occurring prior to the date of this opinion letter.

       This opinion  letter is solely for the benefit of the  addressees  hereof
(and their respective  successors and permitted  assignees and  participants) in
connection with the transactions contemplated by the Agreement, and this opinion
letter may not be relied upon by any other Person or for any other purpose.

       This opinion may be relied upon by the Administrative  Agent, the Lenders
and their participants, assignees and other transferees.

                                           Very truly yours,

                                      C-4
<PAGE>


                                    EXHIBIT D
                 LOAN/CREDIT RELATED MONEY TRANSFER INSTRUCTION


To:    Bank One, N.A.
       as  Administrative  Agent (the  "Administrative  Agent") under the Credit
       Agreement Described Below.

Re:    Amended and Restated Credit  Agreement dated as of July 10, 2000 (amended
       or otherwise modified,  the "Credit  Agreement"),  among CH Energy Group,
       Inc. (the  "Borrower")  the Lenders named therein and the  Administrative
       Agent.  Capitalized  terms used herein and not otherwise  defined  herein
       shall have the meanings assigned thereto in the Credit Agreement.

       The Administrative  Agent is specifically  authorized and directed to act
upon the following  standing  money  transfer  instructions  with respect to the
proceeds  of  Advances  or other  extensions  of credit  from time to time until
receipt by the  Administrative  Agent of a specific  written  revocation of such
instructions by the Borrower,  PROVIDED,  HOWEVER, that the Administrative Agent
may otherwise transfer funds as hereafter directed in writing by the Borrower in
accordance with Section 13.1 of the Credit  Agreement or based on any telephonic
notice made in accordance with Section 2.14 of the Credit Agreement.

Facility Identification Number(s)
                                 -------------------------------------
Customer/Account Name
                     -------------------------------------------------
Transfer Funds To
                 -----------------------------------------------------

                 -----------------------------------------------------
For Account No.
               -------------------------------------------------------
Reference/Attention To
                      ------------------------------------------------
Authorized Officer (Customer Representative)         Date
                                                         -----------------------

-----------------------------------------  -------------------------------------
(Please Print)                             Signature

Bank Officer Name                                    Date
                                                         -----------------------

-----------------------------------------  -------------------------------------
(Please Print)                             Signature

                                       D-1
<PAGE>


                                    EXHIBIT E
                             COMPLIANCE CERTIFICATE



To:    The Lenders which are parties to the
       Credit Agreement described below

       This  Compliance  Certificate  is  furnished  pursuant to the Amended and
Restated  Credit  Agreement  dated as of July 10, 2000 (as amended or  otherwise
modified from time to time, the  "Agreement")  among CH Energy Group,  Inc. (the
"Borrower"),  the  lenders  party  thereto  and Bank One,  NA  (f/k/a  The First
National Bank of Chicago),  as  Administrative  Agent.  Unless otherwise defined
herein,   capitalized  terms  used  in  this  Compliance  Certificate  have  the
respective meanings ascribed thereto in the Agreement.

       THE UNDERSIGNED HEREBY CERTIFIES THAT:

       1.     I am the duly elected Treasurer of the Borrower;

       2.     I have  reviewed the terms of the  Agreement  and I have made,  or
have  caused  to be  made  under  my  supervision,  a  detailed  review  of  the
transactions  and  conditions  of the Borrower and its  Subsidiaries  during the
accounting period covered by the attached financial statements;

       3.     Based on such  examinations,  set forth on Schedule I hereto is an
accurate  calculation of the financial covenant set forth in Section 6.15 of the
Agreement; and

       4.     Such  examinations  did not disclose,  and I have no knowledge of,
the existence of any condition or event which constitutes a Default or Unmatured
Default  during or at the end of the  accounting  period covered by the attached
financial statements or as of the date of this Certificate,  except as set forth
below.

       Described  below are the exceptions,  if any, to paragraph 4 listing,  in
detail,  the nature of the  condition or event,  the period  during which it has
existed and the action which the  Borrower  has taken,  is taking or proposes to
take with respect to each such condition or event:

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

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

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

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

                                      E-1
<PAGE>


       The foregoing  certifications,  together  with the  financial  statements
delivered  with this  Certificate  in  support  hereof,  are made and  delivered
this      day of               ,       .
     ----        -------------- -------

                                      E-2
<PAGE>


                                   SCHEDULE I

                            TO COMPLIANCE CERTIFICATE

                         SECTION 6.15 - FINANCIAL RATIO

SECTION 6.15

       (1)    Total Debt (Borrower and
                Subsidiaries-consolidated)                -------------

       (2)    Total Shareholders' equity
                (Borrower and Subsidiaries)               -------------

       (3)    Total Capitalization
                (Borrower and Subsidiaries-
                consolidated) (1) + (2)                   -------------

       (4)    Ratio of (1) to (3)                         -------------

       Maximum Ratio                                        0.60:100
                                                          -------------

                                      E-3
<PAGE>


                                    EXHIBIT F
                              ASSIGNMENT AGREEMENT


       This  Assignment   Agreement  (this   "ASSIGNMENT   AGREEMENT")   between
____________________________  (the  "ASSIGNOR")  and  ____________________  (the
"ASSIGNEE") is dated as of __________________,________. The parties hereto agree
as follows:

       1.     PRELIMINARY  STATEMENT.  The Assignor is a party to an Amended and
Restated Credit  Agreement  (which,  as it may be amended or otherwise  modified
from time to time, is herein called the "CREDIT AGREEMENT")  described in ITEM 1
of SCHEDULE 1 attached hereto ("SCHEDULE 1").  Capitalized terms used herein and
not otherwise  defined herein shall have the meanings  attributed to them in the
Credit Agreement.

       2.     ASSIGNMENT AND  ASSUMPTION.  The Assignor hereby sells and assigns
to the  Assignee,  and the  Assignee  hereby  purchases  and  assumes  from  the
Assignor,  an interest in and to the Assignor's rights and obligations under the
Credit  Agreement such that after giving effect to such  assignment the Assignee
shall have  purchased  pursuant  to this  Assignment  Agreement  the  percentage
interest  specified  in  ITEM 2 of  SCHEDULE  1 of all  outstanding  rights  and
obligations under the Credit Agreement relating to the facilities listed in ITEM
2 of  SCHEDULE 1 and the other Loan  Documents.  The  aggregate  Commitment  (or
Loans,  if the  applicable  Commitment  has been  terminated)  purchased  by the
Assignee hereunder is set forth in ITEM 3 of SCHEDULE 1.

       3.     EFFECTIVE  DATE. The effective date of this  Assignment  Agreement
(the  "Effective  Date")  shall be the later of the date  specified in ITEM 4 of
SCHEDULE  1 or two  Business  Days  (or such  shorter  period  agreed  to by the
Administrative Agent) after a Notice of Assignment  substantially in the form of
EXHIBIT "I" attached hereto has been delivered to the Administrative Agent. Such
Notice of Assignment  must include any consents  required to be delivered to the
Administrative Agent by Section 12.3.1 of the Credit Agreement. In no event will
the Effective Date occur if the payments  required to be made by the Assignee to
the Assignor on the Effective Date under SECTIONS 4 and 5 hereof are not made on
the  proposed  Effective  Date.  The  Assignor  will notify the  Assignee of the
proposed  Effective  Date no later than the  Business  Day prior to the proposed
Effective Date. As of the Effective Date, (i) the Assignee shall have the rights
and  obligations of a Lender under the Loan Documents with respect to the rights
and obligations  assigned to the Assignee  hereunder and (ii) the Assignor shall
relinquish its rights and be released from its  corresponding  obligations under
the Loan  Documents with respect to the rights and  obligations  assigned to the
Assignee hereunder.

       4.     PAYMENT OBLIGATIONS. On and after the Effective Date, the Assignee
shall be  entitled  to receive  from the  Administrative  Agent all  payments of
principal,  interest and fees with respect to the interest assigned hereby.  The
Assignee shall advance funds directly to the  Administrative  Agent with respect
to all Loans and reimbursement payments made on or after the

                                      F-1
<PAGE>


Effective Date with respect to the interest  assigned hereby.  In the event that
either  party  hereto  receives  any payment to which the other party  hereto is
entitled under this Assignment  Agreement,  then the party receiving such amount
shall promptly remit it to the other party hereto.

       5.     FEES  PAYABLE  BY THE  ASSIGNEE.  The  Assignee  shall  pay to the
Assignor a fee on each day on which a payment of interest or commitment  fees is
made under the Credit  Agreement  with  respect to the  amounts  assigned to the
Assignee  hereunder (other than a payment of interest or commitment fees for the
period  prior to the  Effective  Date or, in the case of Fixed Rate  Loans,  the
Payment  Date,  which the  Assignee  is  obligated  to deliver  to the  Assignor
pursuant  to SECTION 4 hereof).  The amount of such fee shall be the  difference
between (i) the interest or fee, as applicable, paid with respect to the amounts
assigned to the Assignee  hereunder and (ii) the interest or fee, as applicable,
which would have been paid with respect to the amounts  assigned to the Assignee
hereunder if each  interest  rate was ___ of 1% less than the interest rate paid
by the Borrower or if the  commitment fee was ___ of 1% less than the commitment
fee paid by the Borrower, as applicable. In addition, the Assignee agrees to pay
___% of the recordation fee required to be paid to the  Administrative  Agent in
connection with this Assignment Agreement.

       6.     REPRESENTATIONS  OF THE ASSIGNOR;  LIMITATIONS  ON THE  ASSIGNOR'S
LIABILITY.  The  Assignor  represents  and  warrants  that it is the  legal  and
beneficial  owner of the interest  being  assigned by it hereunder and that such
interest is free and clear of any adverse claim  created by the Assignor.  It is
understood  and agreed that the  assignment  and  assumption  hereunder are made
without  recourse  to  the  Assignor  and  that  the  Assignor  makes  no  other
representation or warranty of any kind to the Assignee. Neither the Assignor nor
any  of its  officers,  directors,  employees,  agents  or  attorneys  shall  be
responsible  for (i)  the due  execution,  legality,  validity,  enforceability,
genuineness,  sufficiency  or  collectability  of any Loan  Document,  including
without  limitation,  documents  granting the  Assignor and the other  Lenders a
security  interest  in  assets  of the  Borrower  or  any  guarantor,  (ii)  any
representation,  warranty or statement made in or in connection  with any of the
Loan  Documents,  (iii)  the  financial  condition  or  creditworthiness  of the
Borrower or any guarantor, (iv) the performance of or compliance with any of the
terms or  provisions of any of the Loan  Documents,  (v)  inspecting  any of the
Property,  books or records of the Borrower, (vi) the validity,  enforceability,
perfection, priority, condition, value or sufficiency of any collateral securing
or  purporting to secure the Loans or (vii) any mistake,  error of judgment,  or
action  taken or  omitted to be taken in  connection  with the Loans or the Loan
Documents.

       7.     REPRESENTATIONS OF THE ASSIGNEE. The Assignee (i) confirms that it
has  received  a copy of the  Credit  Agreement,  together  with  copies  of the
financial  statements  requested by the Assignee  and such other  documents  and
information  as it has deemed  appropriate  to make its own credit  analysis and
decision  to enter into this  Assignment  Agreement,  (ii)  agrees that it will,
independently and without reliance upon the  Administrative  Agent, the Assignor
or any other Lender and based on such documents and information at it shall deem
appropriate at the time,  continue to make its own credit decisions in taking or
not taking action under the Loan Documents, (iii) appoints

                                      F-2
<PAGE>


and  authorizes  the  Administrative  Agent to take such  action as agent on its
behalf and to exercise such powers under the Loan  Documents as are delegated to
the Administrative Agent by the terms thereof,  together with such powers as are
reasonably  incidental  thereto,  (iv) agrees that it will perform in accordance
with their terms all of the obligations which by the terms of the Loan Documents
are  required  to be  performed  by it as a Lender,  (v) agrees that its payment
instructions  and  notice  instructions  are as set forth in the  attachment  to
SCHEDULE  1, (vi)  confirms  that  none of the  funds,  monies,  assets or other
consideration being used to make the purchase and assumption hereunder are "plan
assets" as defined  under ERISA and that its rights,  benefits and  interests in
and  under the Loan  Documents  will not be "plan  assets"  under  ERISA,  (vii)
confirms  that it is an Eligible  Assignee,  **[and  (viii)  attaches  the forms
prescribed by the Internal Revenue Service of the United States  certifying that
the Assignee is entitled to receive  payments under the Loan  Documents  without
deduction or withholding of any United States federal income taxes]**.**

**to be  inserted  if the  Assignee  is not  incorporated  under the laws of the
United States, or a state thereof.

       8.     INDEMNITY.  The Assignee agrees to indemnify and hold the Assignor
harmless against any and all losses,  costs and expenses  (including  reasonable
attorneys' fees) and liabilities  incurred by the Assignor in connection with or
arising in any manner from the  Assignee's  non-performance  of the  obligations
assumed under this Assignment Agreement.

       9.     SUBSEQUENT  ASSIGNMENTS.  After the Effective  Date,  the Assignee
shall have the right  pursuant  to Section  12.3.1 of the  Credit  Agreement  to
assign the rights which are assigned to the Assignee  hereunder to any entity or
person, PROVIDED that (i) any such subsequent assignment does not violate any of
the terms and  conditions of the Loan  Documents or any law,  rule,  regulation,
order, writ, judgment,  injunction or decree and that any consent required under
the terms of the Loan  Documents  has been  obtained  and (ii)  unless the prior
written  consent of the  Assignor  is  obtained,  the  Assignee  is not  thereby
released  from  its  obligations  to  the  Assignor  hereunder,  if  any  remain
unsatisfied, including its obligations under SECTIONS 4, 5 and 8 hereof.

       10.    REDUCTIONS  OF  AGGREGATE  COMMITMENT.  If  any  reduction  in the
Aggregate  Commitment  occurs between the date of this Assignment  Agreement and
the Effective  Date, the percentage  interest  specified in ITEM 3 of SCHEDULE 1
shall remain the same,  but the dollar amount  purchased  shall be  recalculated
based on the reduced Aggregate Commitment.

       11.    ENTIRE  AGREEMENT.  This  Assignment  Agreement  and the  attached
Notice of Assignment embody the entire agreement and  understanding  between the
parties hereto and supersede all prior agreements and understandings between the
parties hereto relating to the subject matter hereof.

       12.    GOVERNING LAW. This Assignment  Agreement shall be governed by the
internal law, and not the law of conflicts, of the State of Illinois.

                                      F-3
<PAGE>


       13.    NOTICES. Notices shall be given under this Assignment Agreement in
the  manner set forth in the  Credit  Agreement.  For the  purpose  hereof,  the
addresses of the parties hereto (until notice of a change is delivered) shall be
the addresses set forth in the attachment to SCHEDULE 1.

                                      F-4
<PAGE>


       IN WITNESS  WHEREOF,  the parties  hereto have executed  this  Assignment
Agreement by their duly authorized officers as of the date first above written.

                                     **[NAME OF ASSIGNOR]**

                                     By:
                                        ----------------------------------------
                                     Title:
                                           -------------------------------------

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

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



                                     **[NAME OF ASSIGNEE]**

                                     By:
                                        ----------------------------------------
                                     Title:
                                           -------------------------------------

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

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

                                      F-5
<PAGE>


                                   SCHEDULE 1
                             to Assignment Agreement

1.     Description  and Date of Credit  Agreement:  Amended and Restated  Credit
Agreement  dated  as of July 5,  2000  among  CH  Energy  Group,  Inc.,  various
financial  institutions,  and Bank One,  NA (f/k/a  The First  National  Bank of
Chicago), as Administrative Agent.

2.     Amounts (As of Date of Item 2 above):

       a.     Total of Commitments
              (Loans)** under
              Credit Agreement                $
                                              ----------

       b.     Assignee's Percentage
              of each Facility purchased
              under the Assignment
                       Agreement***                     %
                                              ----------

       c.     Amount of Assigned Share in
              each Facility purchased under
              the Assignment
              Agreement                       $
                                              ----------

3.     Assignee's Aggregate (Loan
       Amount)**  Commitment Amount
       Purchased Hereunder:                               $
                                                          ----------

4.     Proposed Effective Date:
                                                          ----------

Accepted and Agreed:

**[NAME OF ASSIGNOR]**                              **[NAME OF ASSIGNEE]**
By:                                           By:
    ----------------------------------           -------------------------------
Title:                                        Title:
       -------------------------------              ----------------------------




**     If a Commitment has been terminated, insert outstanding Loans in place of
       Commitment

***    Percentage taken to 10 decimal places

                                      F-6
<PAGE>


                Attachment to SCHEDULE 1 to ASSIGNMENT AGREEMENT

                        ADMINISTRATIVE INFORMATION SHEET

                  Attach Assignor's Administrative Information
                   Sheet, which must include notice addresses
                        for the Assignor and the Assignee
                            (Sample form shown below)

                              ASSIGNOR INFORMATION

CONTACT:
-------

Name:                                       Telephone No.:
     ------------------------------------                 ----------------------
Fax No.:                                    Telex No.:
        ---------------------------------             --------------------------
                                            Answerback:
                                                       -------------------------
PAYMENT INFORMATION:
--------------------

Name & ABA # of Destination Bank:
                                 -----------------------------------------------

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

Account Name & Number for Wire Transfer:
                                        ----------------------------------------

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

Other Instructions:
                   -------------------------------------------------------------

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

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

ADDRESS FOR NOTICES FOR ASSIGNOR:
                                 -----------------------------------------------

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

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


                              ASSIGNEE INFORMATION
                              --------------------
CREDIT CONTACT:
--------------

Name:                                       Telephone No.:
     ------------------------------------                 ----------------------
Fax No.:                                    Telex No.:
        ---------------------------------             --------------------------
                                            Answerback:
                                                       -------------------------

                                      F-7
<PAGE>


KEY OPERATIONS CONTACTS:
-----------------------

Booking Installation:                       Booking Installation:
                     --------------------                        ---------------
Name:                                       Name:
     ------------------------------------        -------------------------------
Telephone No.:                              Telephone No.:
              ---------------------------                 ----------------------
Fax No.:                                    Fax No.:
        ---------------------------------           ----------------------------
Telex No.:                                  Telex No.:
          -------------------------------             --------------------------
Answerback:                                 Answerback:
           ------------------------------              -------------------------

PAYMENT INFORMATION:
--------------------

Name & ABA # of Destination Bank:
                                 -----------------------------------------------

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


Account Name & Number for Wire Transfer:
                                        ----------------------------------------

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

Other Instructions:
                   -------------------------------------------------------------

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


ADDRESS FOR NOTICES FOR ASSIGNEE:
--------------------------------   ---------------------------------------------

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

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

                                      F-8
<PAGE>


                            BANK ONE, NA INFORMATION
                            ------------------------

     Assignee will be called promptly upon receipt of the signed agreement.

INITIAL FUNDING CONTACT:                   SUBSEQUENT OPERATIONS CONTACT:
-----------------------                    -----------------------------

Name:                                      Name:
     -----------------------------------        --------------------------------
Telephone No.:                             Telephone No.: (312)
              --------------------------                 -----------------------
Fax No.:                                   Fax No.: (312)
        --------------------------------           -----------------------------
                Bank One Telex No.: 190201 (ANSWERBACK: FNBC UT)


INITIAL FUNDING STANDARDS:
-------------------------

Libor - Fund 2 days after rates are set.

BANK ONE, NA WIRE INSTRUCTIONS:     Bank One, NA, ABA # 071000013
------------------------------      BNF = 7521-7653/DES, Ref:
                                                             -------------------

ADDRESS FOR NOTICES FOR             1 Bank One Plaza, Chicago, IL  60670
BANK ONE, NA:                       Attn: Agency/Compliance Division, Suite 0353
------------------------------      Fax No. (312) 732-2038 or (312) 732-4339


                                      F-9
<PAGE>


                                   EXHIBIT "I"
                             to Assignment Agreement

                                     NOTICE
                                  OF ASSIGNMENT


                                                                          , 20
                                                      --------------------    --


To:    CH Energy Group, Inc.

       Bank One, NA, as Administrative Agent


From:  **[NAME OF ASSIGNOR]** (the "Assignor")

       **[NAME OF ASSIGNEE]** (the "Assignee")


       1.     We  refer  to  that  Credit  Agreement  (the  "Credit  Agreement")
described in Item 1 of Schedule 1 attached hereto  ("Schedule  1").  Capitalized
terms used  herein and not  otherwise  defined  herein  shall have the  meanings
attributed to them in the Credit Agreement.

       2.     This Notice of Assignment  (this  "Notice") is given and delivered
to the Borrower and the  Administrative  Agent pursuant to Section 12.3.2 of the
Credit Agreement.

       3.     The  Assignor and the  Assignee  have  entered into an  Assignment
Agreement,  dated as of ________,  ____ (the  "Assignment"),  pursuant to which,
among other things, the Assignor has sold,  assigned,  delegated and transferred
to the Assignee,  and the Assignee has purchased,  accepted and assumed from the
Assignor  the  percentage  interest  specified  in Item 3 of  Schedule  1 of all
outstandings,  rights and obligations under the Credit Agreement relating to the
facilities  listed in Item 3 of Schedule 1. The Effective Date of the Assignment
shall be the later of the date specified in Item 5 of Schedule 1 or two Business
Days (or such  shorter  period as agreed to by the  Administrative  Agent) after
this Notice of Assignment and any consents and fees required by Sections  12.3.1
and 12.3.2 of the Credit  Agreement  have been  delivered to the  Administrative
Agent,  PROVIDED  that the  Effective  Date  shall  not  occur if any  condition
precedent agreed to by the Assignor and the Assignee has not been satisfied.

       4.     The Assignor and the Assignee  hereby give to the Borrower and the
Administrative Agent notice of the assignment and delegation referred to herein.
The Assignor will confer with the Administrative Agent before the date specified
in ITEM 5 of SCHEDULE 1 to determine if the

                                      F-10
<PAGE>
Assignment  Agreement  will become  effective on such date pursuant to SECTION 3
hereof, and will confer with the Administrative Agent to determine the Effective
Date pursuant to SECTION 3 hereof if it occurs  thereafter.  The Assignor  shall
notify the  Administrative  Agent if the  Assignment  Agreement  does not become
effective on any proposed  Effective  Date as a result of the failure to satisfy
the  conditions  precedent  agreed to by the Assignor and the  Assignee.  At the
request of the  Administrative  Agent, the Assignor will give the Administrative
Agent written confirmation of the satisfaction of the conditions precedent.

       5.     The Assignor or the Assignee shall pay to the Administrative Agent
on or before the Effective Date the processing fee of $3,000 required by Section
12.3.2 of the Credit Agreement.

       6.     If Notes are  outstanding on the Effective  Date, the Assignor and
the Assignee request and direct that the Administrative  Agent prepare and cause
the  Borrower to execute and deliver new Notes or, as  appropriate,  replacement
notes,  to the Assignor and the Assignee.  The Assignor and, if applicable,  the
Assignee  each agree to deliver to the  Administrative  Agent the original  Note
received  by it  from  the  Borrower  upon  its  receipt  of a new  Note  in the
appropriate amount.

       7.     The  Assignee  advises  the  Administrative  Agent that notice and
payment instructions are set forth in the attachment to SCHEDULE 1.

       8.     The  Assignee  hereby  represents  and  warrants  that none of the
funds,  monies,  assets or other  consideration  being used to make the purchase
pursuant to the Assignment are "plan assets" as defined under ERISA and that its
rights,  benefits,  and  interests in and under the Loan  Documents  will not be
"plan assets" under ERISA.

       9.     The Assignee  authorizes  the  Administrative  Agent to act as its
agent  under  the Loan  Documents  in  accordance  with the terms  thereof.  The
Assignee  acknowledges  that  the  Administrative  Agent  has no duty to  supply
information  with respect to the Borrower or the Loan  Documents to the Assignee
until the Assignee becomes a party to the Credit Agreement.*

* May be eliminated if Assignee is a party to the Credit Agreement prior to the
Effective Date.

NAME OF ASSIGNOR                       NAME OF ASSIGNEE


By:                                    By:
   ---------------------------------      --------------------------------------
Title:                                 Title:
      ------------------------------         -----------------------------------

                                      F-11
<PAGE>


ACKNOWLEDGED AND                       [ACKNOWLEDGED AND
CONSENTED TO                           CONSENTED TO
BY  BANK ONE, NA,                      BY  CH ENERGY GROUP, INC.
    as Administrative Agent

By:                                    By:
   ---------------------------------      --------------------------------------
Title:                                 Title:
      ------------------------------         ---------------------------------]*


*Include only if consent of the Borrower is required pursuant to Section 12.3.1
of the Credit Agreement.


                 [Attach photocopy of Schedule 1 to Assignment]

                                      F-12
<PAGE>


                                   SCHEDULE 1

                                      LIENS
                          (See Sections 5.13 and 6.11)

                          [TO BE UPDATED BY CH ENERGY]


<PAGE>


                                TABLE OF CONTENTS


                                                                            PAGE
        0.022. SECTION 1 - DEFINITIONS ....................................   1
        1.1   Defined Terms ...............................................   1
        1.2   Terms Generally .............................................  12
        1.3   Accounting Terms; GAAP ......................................  12

SECTION 2 - THE COMMITMENTS ...............................................  12
        2.1   Commitment ..................................................  12
        2.2   Required Payments; Termination ..............................  13
        2.3   Ratable Loans ...............................................  13
        2.4   Types of Advances ...........................................  13
        2.5   Commitment Fee; Reductions and Optional Increase
                in Aggregate Commitment ...................................  13
        2.6   Minimum Amount of Each Advance ..............................  14
        2.7   Optional Principal Payments .................................  14
        2.8   Method of Selecting Types and Interest Periods
                for New Advances ..........................................  14
        2.9   Conversion and Continuation of Outstanding Advances .........  15
       2.10   Changes in Interest Rate, etc ...............................  15
       2.11   Rates Applicable After Default ..............................  16
       2.12   Method of Payment ...........................................  16
       2.13   Noteless Agreement; Evidence of Indebtedness ................  16
       2.14   Telephonic Notices ..........................................  17
       2.15   Interest Payment Dates; Interest and Fee Basis ..............  17
       2.16   Notification of Advances, Interest Rates, Prepayments
                and Commitment Reductions .................................  17
       2.17   Lending Installations .......................................  18
       2.18   Non-Receipt of Funds by the Administrative Agent ............  18

SECTION 3 - YIELD PROTECTION; TAXES .......................................  18
        3.1   Yield Protection ............................................  18
        3.2   Changes in Capital Adequacy Regulations .....................  19
        3.3   Availability of Types of Advances ...........................  19
        3.4   Funding Indemnification .....................................  20
        3.5   Taxes .......................................................  20
        3.6   Lender Statements; Survival of Indemnity ....................  21

SECTION 4 - CONDITIONS PRECEDENT ..........................................  22
        4.1   Conditions Precedent to Effectiveness .......................  22
        4.2   Each Advance ................................................  23

                                       S-2
<PAGE>


SECTION 5 - REPRESENTATIONS AND WARRANTIES ................................. 23
        5.1   Existentence and Standing .................................... 23
        5.2   Authorization and Validity ................................... 24
        5.3   No Conflict; Government Consent .............................. 24
        5.4   Financial Statements ......................................... 24
        5.5   No Material Adverse Change ................................... 24
        5.6   Taxes ........................................................ 25
        5.7   Litigation and Contingent Obligations ........................ 25
        5.8   ERISA ........................................................ 25
        5.9   Accuracy of Information ...................................... 25
        5.10  Regulation U ................................................. 25
        5.11  Material Agreements .......................................... 25
        5.12  Compliance With Laws ......................................... 26
        5.13  Ownership of Properties ...................................... 26
        5.14  Plan Assets; Prohibited Transactions ......................... 26
        5.15  Environmental Matters ........................................ 26
        5.16  Investment Company Act ....................................... 26
        5.17  Public Utility Holding Company Act ........................... 27
        5.18  Pari Passu Indebtedness ...................................... 27

SECTION 6 - COVENANTS ...................................................... 27
        6.1   Financial Reporting .......................................... 27
        6.2   Use of Proceeds .............................................. 28
        6.3   Notice of Default or Material Adverse Effect ................. 28
        6.4   Conduct of Business .......................................... 28
        6.5   Taxes ........................................................ 29
        6.6   Insurance .................................................... 29
        6.7   Compliance with Laws ......................................... 29
        6.8   Maintenance of Properties .................................... 29
        6.9   Inspection ................................................... 29
        6.10  Consolidations, Mergers and Sales of Assets .................. 29
        6.11  Liens ........................................................ 30
        6.12  Affiliates ................................................... 32
        6.13  Investments .................................................. 32
        6.14  Utility Dividends ............................................ 33
        6.15  Financial Condition .......................................... 33

SECTION 7 - DEFAULTS ....................................................... 33
        7.1   Breach of Warranty ........................................... 33
        7.2   Nonpayment Obligations ....................................... 33
        7.3   Nonperformance of Certain Covenants .......................... 33
        7.4   Nonperformance of Agreement .................................. 33

                                       S-3
<PAGE>


        7.5   Default on Other Material Financial Obligations .............. 33
        7.6   Voluntary Bankruptcy Proceeding, etc ......................... 34
        7.7   Involuntary Bankruptcy Proceeding, etc ....................... 34
        7.8   Government Seizure of Property ............................... 34
        7.9   Judgments .................................................... 34
        7.10  ERISA ........................................................ 34
        7.11  Change in Control ............................................ 35
        7.12  Ownership of the Utility ..................................... 35

SECTION 8 - ACCELERATION, WAIVERS, AMENDMENTS AND REMEDIES ................. 35
        8.1   Acceleration ................................................. 35
        8.2   Amendments ................................................... 35
        8.3   Preservation of Rights ....................................... 36

SECTION 9 - GENERAL PROVISIONS ............................................. 36
        9.1   Survival of Representations .................................. 36
        9.2   Governmental Regulation ...................................... 36
        9.3   Headings ..................................................... 36
        9.4   Entire Agreement ............................................. 37
        9.5   Several Obligations; Benefits of this Agreement .............. 37
        9.6   Expenses; Indemnification .................................... 37
        9.7   Numbers of Documents ......................................... 38
        9.8   Accounting ................................................... 38
        9.9   Severability of Provisions ................................... 38
        9.10  Nonliability of Lenders ...................................... 38
        9.11  Confidentiality .............................................. 38
        9.12  Nonreliance .................................................. 38
        9.13  Restatement of Prior Agreement ............................... 39

SECTION 10 - THE AGENT ..................................................... 39
        10.1   Appointment; Nature of Relationship ......................... 39
        10.2   Powers ...................................................... 39
        10.3   General Immunity ............................................ 39
        10.4.  No Responsibility for Loans, Recitals, etc. ................. 39
        10.5   Action on Instructions of Lenders ........................... 40
        10.6   Employment of Administrative Agents and Counsel ............. 40
        10.7   Reliance on Documents; Counsel .............................. 40
        10.8   Administrative Agent's Reimbursement and Indemnification .... 40
        10.9   Notice of Default ........................................... 41
        10.10  Rights as a Lender .......................................... 41
        10.11  Lender Credit Decision ...................................... 41
        10.12  Successor Administrative Agent .............................. 42

                                       S-4
<PAGE>


        10.13  Administrative Agent and Arranger Fees ...................... 42
        10.14  Delegation to Affiliates .................................... 43

SECTION 11 - SETOFF; RATABLE PAYMENTS ...................................... 43
        11.1   Setoff ...................................................... 43
        11.2   Ratable Payments ............................................ 43

SECTION 12 - BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS ............. 43
        12.1   Successors and Assigns ...................................... 43
        12.2   Participations .............................................. 44
                12.2.1  Permitted Participants; Effect ..................... 44
                12.2.2  Voting Rights ...................................... 44
                12.2.3  Benefit of Setoff .................................. 44
        12.3   Assignments ................................................. 45
                12.3.1  Permitted Assignments .............................. 45
                12.3.2  Effect; Effective Date ............................. 45
        12.4   Dissemination of Information ................................ 46
        12.5   Tax Treatment ............................................... 46

SECTION 13 - NOTICES ....................................................... 46
        13.1   Notices ..................................................... 46
        13.2   Change of Address ........................................... 46

SECTION 14 - COUNTERPARTS .................................................. 46

SECTION 15 - CHOICE OF LAW; CONSENT TO JURISDICTION;
                 WAIVER OF JURY TRIAL ...................................... 47
        15.1   CHOICE OF LAW ............................................... 47
        15.2   CONSENT TO JURISDICTION ..................................... 47
        15.3   WAIVER OF JURY TRIAL ........................................ 47

                                      S-5
<PAGE>


                                    EXHIBITS


EXHIBIT A    NOTE........................................................... A-1

EXHIBIT B    FORM OF REQUEST FOR INCREASE IN
             AGGREGATE COMMITMENT........................................... B-1

EXHIBIT C    FORM OF OPINION................................................ C-1

EXHIBIT D    LOAN/CREDIT RELATED MONEY TRANSFER INSTRUCTION................. D-1

EXHIBIT E    COMPLIANCE CERTIFICATE......................................... E-1

EXHIBIT F    ASSIGNMENT AGREEMENT........................................... F-1



                                   SCHEDULES


SCHEDULE 1   LIENS.......................................................... S-1


                                      S-6
<PAGE>


================================================================================


                      AMENDED AND RESTATED CREDIT AGREEMENT

                                   Arranged by

                         BANC ONE CAPITAL MARKETS, INC.

                            Dated as of July 10, 2000

                                      among

                              CH ENERGY GROUP, INC.

                                as the Borrower,

                                CERTAIN LENDERS,

                                       and

                                  BANK ONE, NA,

                             as Administrative Agent


================================================================================