EXHIBIT 10.B.94



                           FOURTH AMENDED AND RESTATED
                                CREDIT AGREEMENT



                                  by and among

                        GREEN MOUNTAIN POWER CORPORATION,




                              FLEET NATIONAL BANK,

                                 SOVEREIGN BANK


                                       and


                              FLEET NATIONAL BANK,

                                    AS AGENT


                             _______________________
                             _______________________

                                   $30,000,000

                             _______________________
                             _______________________


                            Dated as of June 16, 2004



<PAGE>

                                        v



1.  DEFINITIONS     6
1.1    DEFINED  TERMS     6
1.2    OTHER  DEFINITIONAL  PROVISIONS     15
2.  AMOUNT  AND  TERMS  OF  LOANS  AND  LETTERS  OF  CREDIT     16
2.1    LOANS     16
2.2    LETTERS  OF  CREDIT     16
2.3    PROCEDURE  FOR  BORROWINGS     21
2.4    NOTES     22
2.5    REDUCTIONS  OF  THE  AGGREGATE  REVOLVING  CREDIT  COMMITMENTS     23
2.6    PREPAYMENTS  AND  PAYMENT  OF  LOANS     24
2.7    CONVERSION  OPTIONS     25
2.8    INTEREST  RATE  AND  PAYMENT  DATES  FOR  LOANS     25
2.9    SUBSTITUTED  INTEREST  RATE     26
2.10   ILLEGALITY     27
2.11   INCREASED  COSTS     27
2.12   INDEMNITY     28
2.13   USE  OF  PROCEEDS     29
2.14   CAPITAL  ADEQUACY     29
2.15   NOTICE  OF  COSTS:  SUBSTITUTION  OF  BANKS     29
2.16   CONVERSION  TO  TERM  LOANS     30
3.  FEES;  PAYMENTS     31
3.1    FACILITY  FEE     31
3.2    FEES  OF  THE  AGENT     31
3.3    COMPUTATION  OF  INTEREST  AND  FEES     31
3.4    PRO  RATA  TREATMENT  AND  APPLICATION  OF  PRINCIPAL  PAYMENTS     31
3.5    CLOSING  FEE     32
4.  REPRESENTATIONS  AND  WARRANTIES     32
4.1    SUBSIDIARY     32
4.2    CORPORATE  EXISTENCE  AND  POWER     32
4.3    CORPORATE  AUTHORITY     32
4.4    BINDING  AGREEMENT     33
4.5    LITIGATION     33
4.6    NON  CONFLICTING  AGREEMENTS     33
4.7    TAXES     33
4.8    FINANCIAL  STATEMENTS     34
4.9    COMPLIANCE  WITH  APPLICABLE  LAWS     34
4.10   GOVERNMENTAL  REGULATIONS     34
4.12   FEDERAL  RESERVE  REGULATIONS     35
4.13   NO  MISREPRESENTATION     35
4.14   PENSION  PLANS     35
4.15   PUBLIC  UTILITY  HOLDING  COMPANY  ACT     35
4.16   APPROVALS     35
4.17   RESERVED     36
4.18   NO  ADVERSE  CHANGE  OR  EVENT     36
5.  CONDITIONS  OF  BORROWING  -  FIRST  BORROWING  AND  EFFECTIVE  DATE
5.1    EVIDENCE  OF  CORPORATE  ACTION     36
5.2    REVOLVING  CREDIT  NOTES     36
5.3    RESERVED     36
5.4    OPINION  OF  COUNSEL  TO  THE  COMPANY     36
5.5    FEES     37
5.6    CONSENTS,  LICENSES     37
6.  CONDITIONS  OF  BORROWING  -  ALL  BORROWINGS     37
6.1    COMPLIANCE     37
6.2    LOAN  CLOSINGS     37
6.3    APPROVAL  OF  COUNSEL     37
6.4    BORROWING  REQUEST     37
6.5    OTHER  DOCUMENTS     37
7.  AFFIRMATIVE  COVENANTS     37
7.1    CORPORATE  EXISTENCE     38
7.2    TAXES     38
7.3    INSURANCE     38
7.4    PAYMENT  OF  INDEBTEDNESS  AND  PERFORMANCE  OF  OBLIGATIONS     38
7.5    OBSERVANCE  OF  LEGAL  REQUIREMENTS;  ERISA     38
7.6    FINANCIAL  STATEMENTS  AND  OTHER  INFORMATION     38
7.7    INSPECTION     38
8.  NEGATIVE  COVENANTS     38
8.1    FUNDED  DEBT     38
8.2    LIENS     38
8.3    MERGERS  AND  CONSOLIDATIONS     38
8.4    SALE  OF  PROPERTY     38
8.5    DIVIDENDS;  DISTRIBUTIONS     38
8.6    GUARANTIES     38
8.7    AMENDMENT  OF  CHARTER  OR  BY-LAWS     38
8.8    FUNDED  DEBT  TO  CAPITALIZATION  TEST     38
9.  EVENTS  OF  DEFAULT     38
10.  THE  AGENT     38
10.1   APPOINTMENT     38
10.2   DELEGATION  OF  DUTIES,  ETC.     38
10.3   INDEMNIFICATION     38
10.4   EXCULPATORY  PROVISIONS     38
10.5   AGENT  IN  ITS  INDIVIDUAL  CAPACITY     38
10.6   KNOWLEDGE  OF  DEFAULT     38
10.7   RESIGNATION  OF  AGENT     38
10.8   REQUESTS  TO  THE  AGENT     38
11.  NOTICES     38
11.1   MANNER  OF  DELIVERY     38
11.2   DISTRIBUTION  OF  COPIES     38
11.3   NOTICES  BY  THE  AGENT  OR  A  BANK     38
12.  RIGHT  OF  SET-OFF     38
13.  AMENDMENTS  WAIVERS  AND  CONSENTS     38
14.  OTHER  PROVISIONS     38
14.1   NO  WAIVER  OF  RIGHTS  BY  THE  BANKS     38
14.2   HEADINGS;  PLURALS     38
14.3   COUNTERPARTS     38
14.4   SEVERABILITY     38
14.5   INTEGRATION     38
14.6   SALES  AND  PARTICIPATIONS  IN  LOANS  AND NOTES, SUCCESSORS AND ASSIGNS,
SURVIVAL  OF  REPRESENTATIONS  AND  WARRANTIES     38
14.7   APPLICABLE  LAW     38
14.8   INTEREST     38
14.9   ACCOUNTING  TERMS  AND  PRINCIPLES     38
14.10  WAIVER  OF  TRIAL  BY  JURY     38
14.11  CONSENT  TO  JURISDICTION     38
14.12  SERVICE  OF  PROCESS     38
14.13  NO  LIMITATION  ON  SERVICE  OR  SUIT     38
15.   OTHER  OBLIGATIONS  OF  THE  COMPANY     38
15.1   TAXES  AND  FEES     38
15.2   EXPENSES     38
15.3   INDEMNIFICATION     38
15.4   LOST  NOTES     38
15.5   TRANSITIONAL  ARRANGEMENTS     38
16.  EFFECTIVE  DATE     38
EXHIBIT  A  -  REVOLVING  CREDIT  COMMITMENTS     38
EXHIBIT  B  -  PRICING  GRID/FACILITY  FEE     38
SCHEDULE  I     38
SCHEDULE  II     38
EXHIBIT  C  -  FORM  OF  BORROWING  REQUEST     38
EXHIBIT  D  -  FORM  OF  REVOLVING  CREDIT  NOTES     38
GRID  -  REVOLVING  CREDIT  NOTE     38
EXHIBIT  E  -  FORM  OF  CONVERSION/CONTINUATION  REQUEST     38
EXHIBIT  F  -  SUBSIDIARIES     38
EXHIBIT  G  -  FORM  OF  OPINION  OF  COUNSEL  TO  COMPANY     38
EXHIBIT  H  -  FORM  OF  TERM  NOTES     38
GRID  -  TERM  NOTE     38
EXHIBIT  I  -  FORM  OF  TERM  LOAN  REQUEST     38

<PAGE>

     79


                  FOURTH AMENDED AND RESTATED CREDIT AGREEMENT
     This  FOURTH  AMENDED  AND  RESTATED CREDIT AGREEMENT, dated as of June 16,
2004,  among  GREEN  MOUNTAIN  POWER  CORPORATION,  a  Vermont  corporation (the
"Company"),  the  Signatory  Banks hereto (each, a "Bank" and, collectively, the
"Banks"),  and  FLEET  NATIONAL  BANK, as agent hereunder (in such capacity, the
"Agent")  amends  and  restates  in  its entirety the Third Amended and Restated
Credit  Agreement  dated  of  June  18,  2003(the  "Credit  Agreement").
The  Company  has  requested  that  the Banks agree to certain amendments to the
Credit  Agreement and, subject to the terms and provisions hereof, the Banks are
willing  to so amend the Credit Agreement and to restate the Credit Agreement in
its  entirety,  as  follows:
1.  DEFINITIONS1.  DEFINITIONS.
---------------
     1.1  DEFINED  TERMS1.1  DEFINED  TERMS.  As  used  in this Agreement, terms
        ----------------
defined  in  the  paragraphs  above have the meanings therein indicated, and the
following  terms  have  the  following  meaning:
     "Accountants"  Deloitte  &  Touche  LLP,  or  such  other firm of certified
      -----------
public  accountants  of  recognized  national  standing selected by the Company.
"Additional  First  Mortgage Bonds": those first mortgage bonds as may have been
 ----------------------------------
or  as  may  be  approved  for issuance by the VPSB subsequent to June 19, 2002.
     "Affected  Loan":  as  defined  in  paragraph  2.9.
      --------------
     "Affected  Principal Amount":  (i) in the event that the Company shall fail
      --------------------------
for  any  reason  to borrow a Loan constituting a LIBOR Loan after it shall have
delivered  a  Borrowing  Request  to the Agent, an amount equal to the principal
amount  of  such  LIBOR Loan; (ii) in the event that the right of the Company to
have  a  LIBOR  Loan outstanding hereunder shall be suspended or shall terminate
for  any reason prior to the last day of the Interest Period applicable thereto,
an  amount  equal  to  the principal amount of such LIBOR Loan; and (iii) in the
event  that  the  Company shall prepay or repay all or any part of the principal
amount  of  a LIBOR Loan prior to the last day of the Interest Period applicable
thereto,  an  amount  equal  to  the  principal  amount  so  prepaid  or repaid.
"Affiliate":  a  Person  that  directly  or  indirectly,  or through one or more
 ---------
intermediaries,  controls  or  is  controlled by or is under common control with
 ----
another Person.  The term "control" means possession, directly or indirectly, of
 --
the  power  to direct or cause the direction of the management and policies of a
Person,  whether  through  the  ownership  of  voting securities, by contract or
otherwise.
"Agent's  Fees":  as  defined  in  paragraph  3.2.
 -------------
     "Aggregate  Commitments":  the  sum  of  the  Aggregate  Revolving  Credit
      ----------------------
Commitments and the Aggregate Term Loan Commitments, each as in effect from time
      -
to  time.
"Aggregate  Revolving  Credit  Commitments":  the  sum  of  the Revolving Credit
 -----------------------------------------
Commitments  set  forth  in  Exhibit  A  as  the same may be reduced pursuant to
 ----                        ----------
paragraph  2.5.
 ----
"Aggregate  Term  Loan Commitments": the sum of the Term Loan Commitments, as in
effect  from  time  to  time.
      "Agreement":  this  Fourth  Amended and Restated Credit Agreement, as same
       ---------
may  be  amended,  supplemented  or  otherwise  modified  from  time  to  time.
"Alternate  Base  Rate":  the higher of (a) the annual rate of interest publicly
 ---------------------
announced  from  time  to  time  by  the Agent at the Agent's head office as its
"prime  rate"  and  (b)  one-half  of  one  percent ( %) above the Federal Funds
Effective  Rate.
"Alternate  Base  Rate  Loans":  Loans  (or any portion thereof) at such time as
 ----------------------------
they  (or  such portions) are made or are being maintained at a rate of interest
 --
based  upon  the  Alternate  Base  Rate.
"Applicable  Lending  Office":  as  to  any  Bank,  such Bank's Domestic Lending
 ---------------------------
Office  or  LIBOR  Lending  Office,  as  the  case  may  be.
 ----
 "Applicable  Margin":  the rate per annum determined by reference to SCHEDULE I
  ------------------                                                  ----------
on  EXHIBIT B hereto based upon the Debt Rating of the Company; provided that if
    ---------
the  Company has no Debt Rating, the Applicable Margin shall be the highest rate
per  annum  (i.e.,  Pricing  Level  IV)  applicable  during the relevant period.
"Authorized  Signatory":  the  president, any vice president, the treasurer, the
 ---------------------
secretary,  or  any  other  duly authorized officer of the Company acceptable to
Agent.
"Bank"  or  "Banks":  the signatory Banks to this Credit Agreement and any other
 -----------------
bank  or  lender  that  becomes  a  signatory hereto pursuant to paragraph 14.6.
"Borrowing":  (a)  a  borrowing  of  additional  principal  amounts  pursuant to
 ---------
paragraph 2.3; or (b) a conversion of Revolving Credit Loans into Term Loans, in
 -----
each  case  consisting of simultaneous Loans of the same Type made by each Bank.
"Borrowing  Request":  as  defined  in  paragraph  2.3.
 ------------------
"Borrowing  Date":  (a) in respect of Revolving Credit Loans, any date specified
 ---------------
in  a  Borrowing  Request delivered pursuant to paragraph 2.3 as a date on which
the  Company  requests  the  Banks to make Loans hereunder, or (b) in respect of
Term  Loans,  the  Term  Loan  Conversion  Date.
"Business  Day":  for all purposes other than as set forth in clause (ii) below,
 -------------
(i) any day other than a Saturday, Sunday or other day on which commercial banks
located  in  New  York City or Boston are authorized or required by law or other
governmental  actions  to  close  and  (ii)  with  respect  to  all  notices and
determinations  in  connection  with,  and payments of principal and interest on
LIBOR  Loans,  any  day  other  than  a  Saturday, Sunday, or other day on which
commercial  banks  located in New York City or Boston are authorized or required
to  close under the laws applicable to commercial banks located in New York City
or  Boston  and,  if  the  applicable day relates to a LIBOR Loan or an interest
period  for  a LIBOR Loan, the day on which dealings in dollar deposits are also
carried  on  in  the  London interbank market and banks are open for business in
London.
 "Code":  the  Internal  Revenue  Code  of 1986, as the same may be amended from
  ----
time  to  time,  or  any successor thereto, and the rules and regulations issued
  -
hereunder,  as  from  time  to  time  in  effect.
  -
"Commitments":  in respect of each Bank, such Bank's Revolving Credit Commitment
or  Term  Loan  Commitment  as  then  in  effect.
"Commitment  Percentage":  as to any Bank, in respect of Revolving Credit Loans,
 ----------------------
the  Revolving Credit Commitment Percentage, and, in respect of Term Loans, that
percentage  equal  to  the  Term  Loan  Commitment  of  such Bank divided by the
Aggregate  Term  Loan  Commitments  of  all  Banks,  expressed  as a percentage.
 "Commonly Controlled Entity":  an entity, whether or not incorporated, which is
  --------------------------
under  common  control  with the Company within the meaning of Section 414(b) or
414(c)  of  the  Code.
"Consolidated":  the  Company  and  its  Subsidiaries  taken  as  a  whole.
 ------------
"Consolidated Net Worth": the means the aggregate of the capital stock and other
 ----------------------
equity  accounts  (including,  without limitation, retained earnings and paid-in
capital)  of  the  Consolidated  Company.
"Conversion/Continuation  Request":  as  defined  in  paragraph  2.7.
 --------------------------------
"Conversion  Date":  the date on which a Loan of one Type is converted to a Loan
 ----------------
of  another  Type  or  continued  as  a  Loan  of  the  same  Type.
"Debt  Rating":  the  public  debt  rating of the Company's First Mortgage Bonds
 ------------
according  to Standard & Poor's Corporation or Moody's Investor Service.  In the
 --
event of a split rating, the higher of the two ratings will apply, provided that
if one rating is more than one notch above the other, than the rating to be used
for  the  pricing  grid  will be one notch above the lower rating.  In the event
that  neither  Standard & Poor's Corporation nor Moody's Investor Service have a
public  debt rating for the Company, the Company shall be deemed to have no Debt
Rating.
      "Designated  Documents":  the Company's annual report on Form 10-K for the
       ---------------------
fiscal  year  ending  December  31, 2000, the Company's filing of Form 8-K dated
January  5,  2001,  the Company's filing of Form 8-K dated January 23, 2001, the
Company's  filing  of  Form  8-K dated January 26, 2001, the Company's filing of
Form  8-K  dated  March 6, 2001, the Company's quarterly report on form 10-Q for
fiscal  quarter  ending  March  31, 2001, the Company's filing of Form 8-K dated
April  25,  2001 and the Company's filing of Form 8-K dated May 2, 2001, and the
Company's filing of form 8-K dated June 28, 2001, the Company's quarterly report
on  Form  10-Q  dated  August  10,  2001, the Company's filing of form 8-K dated
August  15, 2001, the Company's quarterly report on form 10-Q dated November 13,
2001,  the  Company's  filing  of  form  SC  13 G/A dated February 12, 2002, the
Company's  filing  of form 8-K dated March 7, 2002, the Company's filing of form
8-K  dated  March  25, 2002, the Company's filing of form U-3A-2 dated March 25,
2002,  the  Company's  annual  report  on  form  10-K dated March 25, 2002,  the
Company's  quarterly report on form 10-Q dated May 6, 2002, the Company's filing
of  form  10-Q/A  dated May 7, 2002, the Company's filing of form 8-K on May 20,
2002, the Company's filing of form 8-K on June 28, 2002, the Company's filing of
form  8-K  on  July 17, 2002, the Company's filing of form 8-K on July 31, 2002,
the Company's quarterly report on form 10-Q dated August 14, 2002, the Company's
filing  of  form  8-K on August 14, 2002, the Company's quarterly report on form
10-Q  dated  November 13, 2002, the Company's filing of form 8-K on December 16,
2002,  the  Company's  filing  of  form  SC  13 G/A dated February 10, 2003, the
Company's annual report on form 10-K dated March 24, 2003,  the Company's filing
of  form  8-K  on May 6, 2003, the Company's quarterly report on form 10-Q dated
May  13,  2003, the Company's filing of form 8-K on July 11, 2003, the Company's
quarterly  report  on  form  10-Q dated August 11, 2003, the Company's quarterly
report  on form 10-Q dated November 1, 2003, the Company's filing of form 8-K on
December  12,  2003,  the Company's filing of form 8-K on December 22, 2003, the
Company's  annual  report  on  form  10-K  dated  March  11, 2004, the Company's
quarterly  report  on  form 10-Q dated May 10, 2004, and the Company's filing of
form  8-K  on  May  14,  2004.
     "Dollars"  and  "$":  dollars  in  lawful  currency of the United States of
      -------
America.
"Domestic  Lending  Office":  as  to any Bank, initially the office of such Bank
 -------------------------
designated  as  such  on  the  signature  page hereof, and thereafter such other
 -
office in the United States as reported by such Bank to the Agent, that shall be
 -
making  or  maintaining  Alternate  Base  Rate  Loans.
"Effective  Date":  as  defined  in  paragraph  16.
 ---------------
"Environmental  Law":  Any  and  all federal, state, local and foreign statutes,
 ------------------
laws,  regulations,  ordinances,  rules,  judgments,  orders,  decrees, permits,
 -
concessions,  grants,  franchises,  licenses,  agreements  or other governmental
 -
restrictions  relating  to the environment (but not including zoning and similar
 -
land  use  laws  and  regulations  which  have no Material Adverse Effect on the
Company)  or  to  emissions,  discharges,  releases  or  threatened  releases of
pollutants,  contaminants,  chemicals,  or  industrial,  toxic  or  hazardous
substances  or  wastes  into  the  environment,  including,  without limitation,
ambient  air,  surface water, ground water or land, or otherwise relating to the
manufacture,  processing,  distribution,  use,  treatment,  storage,  disposal,
transport  or  handling  of  pollutants,  contaminants, chemicals or industrial,
toxic  or  hazardous  substances  or  wastes.
"Environmental  Notice":  any summons, citation, directive, information request,
 ---------------------
notice  of  potential  responsibility, notice of violation or deficiency, order,
claim,  complaint,  investigation,  proceeding,  judgment,  letter  or  other
communication,  written  or  oral,  actual or threatened, from the United States
Environmental  Protection  Agency  or  other  federal,  state or local agency or
authority,  or any other entity or individual, public or private, concerning any
intentional  or  unintentional  act  or  omission  which  involves management of
hazardous  substances  or  wastes  on or off any property owned or leased by the
Company  or  any  Subsidiary  or Affiliate of the Company; the imposition of any
Lien  on  such  property;  and  any alleged violation of or responsibility under
Environmental  Laws.
"ERISA":  the  Employee  Retirement Income Security Act of 1974, as amended from
 -----
time  to  time, and the rules and regulations issued thereunder, as from time to
time  in  effect.
"Event  of  Default":  any of the events specified in paragraph 9, provided that
 ------------------
any  requirement  for the giving of notice, the lapse of time, or both, has been
satisfied.
"Federal  Funds Effective Rate":  for any day, 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 the prior
day  by  the  Federal  Reserve  Bank  of  Boston.
"First  Mortgage Bonds":  (a) the Company's First Mortgage Bonds as set forth in
 ---------------------
the  Company's  1997  Form  10-K filed on March 27, 1998 with the Securities and
Exchange  Commission;  and  (b)  the  Additional  First  Mortgage  Bonds.
"FNB":  Fleet  National  Bank,  a  national  banking  association.
 ---
"Facility  Fee":  as  defined  in  paragraph  3.1.
 --------------
"Financial  Statements":  as  defined  in  paragraph  4.8.
 ---------------------
"Funded  Debt":  all  obligations  of the Company evidenced by bonds (including,
 ------------
without  limitation,  the  First  Mortgage  Bonds),  debentures,  notes or other
 -
similar  instruments  and  all  other  evidences  of indebtedness of the Company
 -
(including,  without  limitation,  Short-Term  Funded  Debt),  and  any  other
 -
instrument  or  arrangement  which  would be treated as indebtedness under GAAP,
 -
including,  without  limitation,  capitalized  leases  but  excluding  trade
 -
obligations  and  normal  accruals,  including accounts payable, in the ordinary
 -
course of business not yet due and payable, or with respect to which the Company
 -
is  contesting  in  good  faith  the  amount  or validity thereof by appropriate
proceedings  and  then  only to the extent that the Company has set aside on its
books  adequate  reserves therefor in accordance with GAAP and such contest does
not  have  a  Material  Adverse  Effect.
"Fronting  Fee":  as  defined  in  paragraph  2.2(j).
 -------------
"GAAP":  generally  accepted accounting principles from time to time followed by
 ----
companies  engaged  in  a  business  similar  to  that of the Company, except as
otherwise  required  by any applicable rules, regulations or orders of the VPSB,
or  other  public  regulatory authority having jurisdiction over the accounts of
the  Company; provided that the Company may at any time contest or controvert in
good  faith  the  validity  or  applicability  to  the Company of any such rule,
regulation  or  order;  and  provided,  further,  that  the  federal  income tax
liability  of the Company may be computed as if the Company were filing separate
returns  notwithstanding  the fact that it may file consolidated returns as part
of  an  affiliated  group.
"Governmental  Body":  any  nation  or  government, any state or other political
 ------------------
subdivision  thereof,  any  entity  exercising executive, legislative, judicial,
 --
regulatory,  or  administrative functions, of, or pertaining to, government, and
 --
any  court  or  arbitrator.
"Interest  Payment  Date":  (a) as to any Alternate Base Rate Loan, the last day
 -----------------------
of  each March, June, September and December commencing on the first such day to
occur  after  such  Loan  is made or any LIBOR Loan is converted to an Alternate
Base  Rate Loan, and the date each Alternate Base Rate Loan is paid in full, (b)
as  to  any  LIBOR Loan in respect of which the Company has selected an Interest
Period  of  one,  two or three months, the last day of such Interest Period, and
(c)  as  to any LIBOR Loan having an Interest Period of six months, the last day
and,  in  addition,  the  numerically  corresponding  day  (or,  if  there is no
numerically corresponding day, the last day) in the calendar month that is three
months  after  the  first  day,  of  such  Interest  Period.
     "Interest  Period":
      ----------------
(a)  with  respect  to  any  LIBOR  Loan  comprising  the  same  Borrowing:
     (i)  initially, the period commencing on, as the case may be, the Borrowing
Date  or a Conversion Date with respect to such LIBOR Loan, and ending one, two,
three  or  six  months thereafter, as selected by the Company in its irrevocable
Borrowing  Request  as  provided  in  paragraph  2.3,  its  irrevocable
Conversion/Continuation Request as provided in paragraph 2.7, or its irrevocable
Term  Loan  Request  as  provided  in  paragraph  2.16;  and
(ii)  thereafter,  each  period commencing on, as the case may be, the Borrowing
Date  or  a Conversion Date with respect to such LIBOR Loan and ending one, two,
three  or  six  months thereafter, as selected by the Company in its irrevocable
notice  of  conversion  as  provided  in  paragraph  2.7;  and
     (b)  [Reserved]
(c)  All  of  the foregoing provisions relating to Interest Periods set forth in
paragraph  (a)  above  are  subject  to  the  following:
     (i)  if  any Interest Period pertaining to a LIBOR Loan comprising the same
Borrowing  would  otherwise  end  on  a  day  which  is not a Business Day, such
Interest Period shall be extended to the next succeeding Business Day unless the
result  of  such  extension  would be to carry such Interest Period into another
calendar month, in which event such Interest Period shall end on the immediately
preceding  Business  Day;
(ii)  if,  with respect to the conversion of any Loan, the Company shall fail to
give  due  notice as provided in paragraph 2.7 for such Loan, such Loan shall be
automatically  converted  to  an Alternate Base Rate Loan upon the expiration of
the  Interest  Period  with  respect  thereto;
(iii)  any  Interest  Period  pertaining to a LIBOR Loan that begins on the last
Business  Day of a calendar month (or on a day for which there is no numerically
corresponding  day  in  the  calendar  month at the end of such Interest Period)
shall  end  on  the  last  Business  Day  of  a  calendar  month;
(iv)  the  Company  shall  select Interest Periods relating to LIBOR Loans so as
not  to have more than twelve different Interest Periods relating to LIBOR Loans
outstanding  at  any  one  time;  and
(v)  the  Company  shall  select Interest Periods pertaining to LIBOR Loans such
that, on the date the mandatory repayment is required to be made under paragraph
2.6(b),  the  outstanding  principal amount of all Alternate Base Rate Loans and
LIBOR Loans with Interest Periods ending on the date of such payment shall equal
the  aggregate principal amount of the Loans required to be repaid on such date.
     "Letters  of  Credit":  letters of credit issued pursuant to paragraph 2.2.
      -------------------
"LIBOR":  as  applicable  to any LIBOR Loan, the rate per annum as determined on
 -----
the  basis  of  the  offered rates for deposits in U.S. Dollars, for a period of
 -
time  comparable to the Interest Period for such LIBOR Loan which appears on the
 -
Telerate  (or its successor's) page 3750 as of 11:00 a.m. London time on the day
that  is  two  (2)  Business  Days  (as  such definition relates to LIBOR Loans)
preceding  the  first  day  of  such  LIBOR Loan; provided, however, if the rate
                                                  -----------------
described  above  does not appear on the Telerate (or its successor's) system on
any  applicable  interest  determination  date, LIBOR shall be the rate (rounded
upward,  if  necessary,  to  the  nearest one hundred-thousandth of a percentage
point),  determined  on  the  basis  of  the  offered rates for deposits in U.S.
dollars  for  a  period of time comparable to the Interest Period for such LIBOR
Loan  which  are  offered  by four major banks in the London interbank market at
approximately  11:00  a.m. London time, on the day that is two (2) Business Days
(as  such  definition  relates  to  LIBOR Loans) preceding the first day of such
LIBOR Loan as selected by Agent. The principal London office of each of the four
major  London  banks will be requested to provide a quotation of its U.S. Dollar
deposit offered rate. If at least two such quotations are provided, the rate for
that  date  will  be  the  arithmetic  mean of the quotations. If fewer than two
quotations  are provided as requested, the rate for that date will be determined
on  the  basis of the rates quoted for loans in U.S. dollars to leading European
banks  for  a  period  of time comparable to Interest Period for such LIBOR Loan
offered  by  major  banks in New York City at approximately 11:00  a.m. New York
City  time, on the day that is two (2) Business Days (as such definition relates
to  LIBOR  Loans)  preceding the first day of such LIBOR Loan. In the event that
Agent  is  unable  to  obtain  any  such quotation as provided above, it will be
deemed  that  LIBOR  pursuant to a LIBOR Loan cannot be determined. In the event
that the Board of Governors of the Federal Reserve System shall impose a Reserve
Percentage  (as defined below) with respect to LIBOR deposits of member banks of
the  Federal  Reserve  System  then  for  any  period  during which such Reserve
Percentage  shall  apply,  LIBOR  shall  be equal to the amount determined above
divided  by  an  amount  equal  to  1  minus  the  Reserve  Percentage. "Reserve
Percentage"  shall mean the maximum aggregate reserve requirement (including all
basic,  supplemental,  marginal  and  other reserves) which is imposed on member
banks  of  the  Federal  Reserve  System  against "Euro-currency Liabilities" as
defined  in  Regulation  D.
"LIBOR  Lending  Office":  as  to  any  Bank,  initially the office of such Bank
 ----------------------
designated  as  such  on  the  signature  page hereof, and thereafter such other
 ----
office  as  reported  by  such  Bank  to  the  Agent,  that  shall  be making or
 ----
maintaining  LIBOR  Loans.
 ----
"LIBOR  Loan":  Loans  (or  any  portions thereof) at such time as they (or such
 -----------
portions)  are  made or being maintained at a rate of interest based upon LIBOR.
 ---
"Lien":  any  mortgage,  pledge, hypothecation, assignment, deposit arrangement,
 ----
encumbrance,  lien  (statutory  or  other),  or  preference,  priority  or other
 -
security  agreement  or  security  interest  of  any  kind  or nature whatsoever
 -
(including,  without  limitation,  any conditional sale or other title retention
 -
agreement,  any financing lease having substantially the same economic effect as
 -
any  of  the  foregoing,  and  the  filing  of any financing statement under the
Uniform  Commercial  Code  or  comparable  law  of  any  jurisdiction).
"Loan Documents":  collectively, this Agreement, the Notes, and any document and
 --------------
instrument  executed  and/or  delivered  in  connection  herewith  or therewith.
"Loans":  collectively,  all  Revolving  Credit  Loans  and  Term  Loans.
 -----
"Majority  Banks":  either:  (a) at any time when there are fewer than three (3)
 ---------------
Banks  party  hereto,  (i) at any time prior to the termination or expiration of
the  Commitments,  Banks  having  at least 100% of the Aggregate Commitments; or
(ii) at any time upon or after the termination or expiration of the Commitments,
Banks  holding  at  least 100% of the outstanding Loans; or (b) at any time when
there  are  three  (3)  or more Banks party hereto, (i) at any time prior to the
termination  or expiration of the Commitments, two or more Banks having at least
66  2/3%  of  the  Aggregate  Commitments; or (ii) at any time upon or after the
termination or expiration of the Commitments, two or more Banks holding at least
66  2/3%  of  the  outstanding  Loans.
"Material  Adverse  Change":  a material adverse change in the business, assets,
 -------------------------
liabilities,  condition  (financial  or  otherwise),  results  of  operations or
business  prospects  of  (a) the Company or (b) the Company and its Subsidiaries
"taken  as  a  whole"  which  would reasonably be expected to render the Company
unable  to perform its obligations under the Loan Documents.  The term "Material
Adverse  Change"  shall  include,  without  limitation,  any  change in any law,
regulation,  treaty or directive or in the interpretation or application thereof
by  any Governmental Body, charged with the administration thereof or compliance
by  the  Company  with  any request or directive from any Governmental Body, the
result  of  which  would  have  a  Material  Adverse Effect.  The term "Material
Adverse  Change"  shall  also  include,  without  limitation,  the occurrence or
failure  to  occur  of  any  event,  which  occurrence or failure to occur has a
Material  Adverse  Effect  with  respect  to  the  Company.
"Material  Adverse  Effect":  (a) with respect to any Person (including, without
 --------------------------
limitation,  the  Company),  any  materially  adverse  effect  on  such Person's
business,  assets,  liabilities,  condition (financial or otherwise), results of
operations  or business prospects, (b) with respect to a group of Persons "taken
as  a  whole" (including, without limitation, the Company and its Subsidiaries),
any  materially  adverse  effect on such Persons' business, assets, liabilities,
financial  conditions,  results  of  operations or business prospects taken as a
whole  on,  where appropriate, a consolidated basis in accordance with GAAP, and
(c)  with  respect  to  any  Loan  Document,  any adverse effect, WHETHER OR NOT
MATERIAL  on  the  binding  nature,  validity  or  enforceability  thereof as an
obligation  of  the  Company.
"Maturity  Date":  the  earlier of (a) the Revolving Credit Termination Date, if
 --------------
each Revolving Credit Loan is not converted to a Term Loan pursuant to paragraph
 -
2.16,  or (b) the date that is three hundred sixty-four (364) days following the
Term  Loan  Conversion Date, if any Revolving Credit Loan is converted to a Term
Loan  pursuant  to  paragraph  2.16.
"Multiemployer  Plan":  a  Plan  which  is  a  multiemployer  plan as defined in
 -------------------
Section  4001  (a)(3)  of  ERISA.
 -----
"Notes":  collectively,  the  Revolving  Credit  Notes and the Term Notes, as in
 -----
effect  from  time  to  time.
 ---
"PBGC":  the  Pension  Benefit  Guaranty  Corporation  established  pursuant  to
 ----
Subtitle  A  of  Title  IV  of  ERISA,  or any Government Body succeeding to the
 ----
functions  thereof.
 ----
"Person":  an  individual,  partnership, corporation, limited liability company,
 ------
limited  liability  partnership,  business  trust,  joint  stock company, trust,
unincorporated association, joint venture, Governmental Body or any other entity
of  whatever  nature.
"Plan":  any  pension  plan which is covered by Title IV of ERISA and in respect
 ----
of which the Company or a Commonly Controlled Entity is an "employer" as defined
in  Section  3(5)  of  ERISA.
"Property":  all  types  of  real,  personal,  tangible,  intangible  or  mixed
 --------
property.
 -------
"Regulation  D":  Regulation  D of the Board of Governors of the Federal Reserve
 -------------
System,  as  amended  from  time  to  time.
"Reportable Event":  any event described in Section 4043(b) of ERISA, other than
 ----------------
an  event  with  respect to which the 30-day notice requirement has been waived.
"Revolving  Credit Commitment":  in respect of any Bank, such Bank's undertaking
 ----------------------------
to  make Revolving Credit Loans and Letters of Credit to the Company, subject to
the  terms  and  conditions hereof, in an aggregate outstanding principal amount
equal to but not exceeding the amount set forth next to the name of such Bank on
Exhibit  Aunder  the  heading  'Revolving Credit Commitment', as the same may be
----------
reduced  pursuant  to  paragraph  2.5.
---
"Revolving  Credit  Commitment  Percentage":  as to any Bank, the percentage set
 -----------------------------------------
forth  opposite  the name of such Bank on Exhibit A under the heading "Revolving
 -                                        ---------
Credit  Commitment  Percentage".
"Revolving  Credit  Loans":  Loans  made  pursuant to paragraph 2.1 or paragraph
 ------------------------
2.2(a).
 --
"Revolving  Credit  Notes":  as  defined  in  paragraph  2.4.
 ------------------------
"Revolving  Credit  Termination  Date":  June  15,  2005.
 ------------------------------------
"Short-Term  Funded  Debt":  debt  with  initial maturities of less than one (1)
 ------------------------
year.
 --
"Special  Counsel":  Brown  Rudnick  Berlack  Israels  LLP,  or  such other firm
 ----------------
selected  by  the  Agent.
 -----
"Subsidiary":  any  corporation  a majority of the voting shares of which are at
 ----------
the  time owned by the Company or by other subsidiaries of the Company or by the
Company  and  other  subsidiaries  of  the  Company.
"Taxes":  any  present  or future income, stamp or other taxes, levies, imposts,
 -----
duties,  fees, assessments, deductions, withholdings, or other like charges, now
or  hereafter  imposed,  levied,  collected,  withheld,  or  assessed  by  any
Governmental  Body.
"Term Loan Commitments": in respect of any Bank, such Bank's undertaking to make
 ----------------------
Term  Loans  pursuant  to  paragraph  2.16  of  this  Agreement  in an aggregate
principal  amount equal to such Bank's Revolving Credit Commitment Percentage of
the outstanding Revolving Credit Loans on the Revolving Credit Termination Date,
as  the  same  may  be  reduced  from time to time or terminated pursuant to the
provisions  hereof.
"Term  Loan  Conversion  Date":  See  paragraph  2.16.
-----------------------------
"Term  Loan  Request":  See  paragraph  2.16.
---------------------
"Term  Notes":  See  paragraph  2.16.
-------------
 "Term  Out  Period": the period commencing on the Term Loan Conversion Date and
--------------------
ending  on  the  date  the  Term  Loans  are  fully  and  finally  paid.
"Total  Capitalization":  the  sum  of  (a)  all Consolidated Net Worth plus (b)
 ---------------------
Funded  Debt.
 ---
"Type":  Loans  made  hereunder  as Alternate Base Rate Loans or LIBOR Loans, as
 ----
the  case  may  be.
 -
 "VPSB":  the  Vermont  Public  Service  Board.
  ----
     1.1  OTHER  DEFINITIONAL  PROVISIONS1.2  OTHER  DEFINITIONAL  PROVISIONS.
        ---------------------------------
ii.     All  terms  defined in this Agreement shall have the meanings given such
terms  herein  when  used  in any certificate, opinion or other document made or
delivered  pursuant  hereto  or  thereto, unless otherwise defined therein.  All
terms  defined in this Agreement and not defined in paragraph 1.1 shall have the
respective  meanings  given  them  in  the  text  of  this  Agreement.
iii.     As  used  herein  and  in  any  certificate  or  other document made or
delivered  pursuant  hereto or thereto, accounting terms relating to the Company
not  defined  in paragraph 1.1, and accounting terms partly defined in paragraph
1.1, to the extent not defined, shall have the respective meanings given to them
     under  GAAP.
iv.     The  words  "hereof",  "herein",  "hereto"  and "hereunder" and words of
similar  import  when  used in this Agreement shall refer to this Agreement as a
whole  and  not  to  any  particular provision of this Agreement, and paragraph,
schedule  and  exhibit  references,  contained  herein shall refer to paragraphs
hereof  or  schedules  or  exhibits  hereto  unless otherwise expressly provided
herein.  The  word  "or"  shall  not  be  exclusive.
2.  AMOUNT AND TERMS OF LOANS AND LETTERS OF CREDIT2.  AMOUNT AND TERMS OF LOANS
---------------------------------------------------
AND  LETTERS  OF  CREDIT.
     1.2  LOANS2.1  LOANS.  Subject  to  the  terms  and  conditions  of  this
     ----------
Agreement,  each Bank severally agrees to (a) make Revolving Credit Loans to the
     ---
Company from time to time on and after the Effective Date to, but excluding, the
Revolving Credit Termination Date; provided that the sum of the aggregate unpaid
                                   --------
principal  amount  of all Revolving Credit Loans made by or due to each Bank and
such  Bank's  share  of  the aggregate outstanding face amount of all Letters of
Credit at any one time shall not exceed an amount equal to such Bank's Revolving
Credit  Commitment;  and  provided  further that the sum of the aggregate unpaid
                          -----------------
principal  amount  of the Revolving Credit Loans at any one time outstanding and
the  aggregate outstanding face amount of all Letters of Credit shall not exceed
the  lesser  of  (i)  the  Aggregate  Revolving  Credit Commitments and (ii) the
aggregate  outstanding  principal  balance  of  all  Revolving  Credit Loans and
Letters of Credit permitted to be outstanding hereunder; and (b) at the election
of the Company, and subject to the requirements of paragraph 2.16 below, convert
the  principal amount of the Revolving Credit Loans outstanding on the Revolving
Credit  Termination  Date  to  Term Loans.  During the period from the Effective
Date to the Revolving Credit Termination Date, the Company may borrow, repay and
reborrow  Revolving  Credit  Loans hereunder, and may convert all or any part of
the  Revolving Credit Loans from one Type to another Type or continue all or any
part  of  the  Revolving  Credit  Loans  as the same Type in accordance with and
subject  to  the terms and provisions hereof.  The Company may not reborrow Term
Loans  repaid  hereunder, but may convert all or any part of the Term Loans from
one  Type  to  another Type or continue all or any part of the Term Loans as the
same  Type  in  accordance  with and subject to the terms and provisions hereof.
     1.2  LETTERS  OF  CREDIT.2.2  LETTERS  OF  CREDIT
          --------------------
     (a)  Generally.  Subject  to  and  upon  the terms and conditions contained
          ---------
herein,  at  the  request  of Company, prior to the Revolving Credit Termination
Date  the Agent shall provide for one or more letters of credit in the aggregate
amount  not  to  exceed Three Million Dollars ($3,000,000.00) for the account of
Company  containing  terms  and  conditions acceptable to Agent (the "Letters of
Credit").  Any  payments  made by Agent in connection with the Letters of Credit
shall  constitute  additional  Revolving  Credit  Loans  to  Company pursuant to
section  2.1  hereof  and,  any  such  Revolving  Credit  Loans  shall, upon and
following  the Term Loan Conversion Date, constitute Term Loans.  The Letters of
Credit  issued  hereunder  and  all obligations in connection therewith shall be
obligations  hereunder  and  under  the  Notes.
     (b)  Fees.  In  addition  to  any  charges, fees or expenses charged by any
          ----
Agent  in  connection with the Letters of Credit, Company shall pay to Agent for
the  benefit  of  the  Banks  a  letter  of  credit  fee  at a rate equal to the
Applicable Margin per annum on the face amount of the Letters of Credit, payable
in  advance  upon the issuance or renewal (including automatic renewals) of each
such  Letter  of  Credit and on each anniversary of the date of issuance for any
Letter  of  Credit  having a term in excess of one year (any such amount that is
payable upon the issuance (or any anniversary thereof) or renewal of such Letter
of  Credit  is  to be pro-rated for the period from the date of such issuance or
renewal  through  the  expiration  date  of  such Letter of Credit), except that
Company  shall  pay  to Agent for the benefit of the Banks such letter of credit
fee,  at  Agent's option, without notice, at the Applicable Margin plus 2.0% per
annum  on the face amount of the Letters of Credit for the period from and after
the  date  of the occurrence of an Event of Default for so long as such Event of
Default  is  continuing, such amount to be payable in arrears (to the extent not
previously paid upon issuance or renewal) on the first day of each month for the
immediately  preceding  month.  Such letter of credit fee shall be calculated on
the  basis  of  a three hundred sixty (360) day year and actual days elapsed and
the  obligation  of  Company  to  pay  such fee shall survive the termination or
non-renewal  of  the Agreement.  In the event that, prior to the expiration date
of  any  Letter  of Credit, the original of such Letter of Credit is returned to
the Agent such that the Agent no longer has any obligation thereunder, the Banks
shall credit the Company under this Agreement in an amount equal to that portion
of  the letter of credit fee that is attributable to the period from the date of
such  return  to  the  date  of  such  expiration.
     (c)  Availability.  No  Letters  of Credit shall be available unless on the
          ------------
date  of  the  proposed  issuance of any Letters of Credit, the principal of the
outstanding Loans does not exceed the sum of: (i) the Aggregate Revolving Credit
Commitments,  less  (ii)  the  face amount of all undrawn outstanding Letters of
Credit, less (iii) the face amount of the proposed Letters of Credit.  Except in
the  sole discretion of the Agent, no Letter of Credit shall be available unless
its  stated  expiration  date is prior to the Revolving Credit Termination Date.
Effective  on the issuance of each Letter of Credit, the maximum amount of Loans
that  the  Company  may request hereunder shall be reduced by the face amount of
such Letter of Credit.  Upon the occurrence of and during the continuation of an
Event  of  Default,  Company's  right  to  request Letters of Credit and Agent's
commitment  to  issue  Letters  of  Credit  shall  terminate.
     (d)  Maximum.  Except  in  Banks' discretion, the amount of all outstanding
          -------
Loans  and Letters of Credit shall not at any time exceed $30,000,000.00. At any
time  an  Event  of  Default  exists  or  has occurred and is continuing, or the
Revolving Credit Termination Date has occurred but the Term Loan Conversion Date
has  not  occurred,  upon  Agent's  request,  Company  will  either furnish cash
collateral  to  secure  the reimbursement obligations to the Agent in connection
with  any  Letters of Credit or furnish cash collateral to Agent for the Letters
of  Credit  in  an  amount  equal  to  105% of the aggregate face amount of such
Letters  of  Credit.
     (e)  Indemnification.  Company  shall  indemnify  and  hold Agent and Banks
          ---------------
harmless  from  and  against  any  and all losses, claims, damages, liabilities,
costs  and  expenses which Agent or Banks may suffer or incur in connection with
any Letters of Credit and any documents, drafts or acceptances relating thereto,
including  any  losses,  claims, damages, liabilities, costs and expenses due to
any  action  taken  by any Agent or correspondent with respect to any Letters of
Credit.  Company  assumes all risks with respect to the acts or omissions of the
drawer  under  or beneficiary of any Letters of Credit and for such purposes the
drawer  or  beneficiary  shall  be  deemed Company's agent.  Company assumes all
risks  for,  and  agrees  to  pay,  all foreign, federal, state and local taxes,
duties  and levies relating to any goods subject to any Letters of Credit or any
documents,  drafts or acceptances thereunder.  Company hereby releases and holds
Agent  and the Banks harmless from and against any acts, waivers, errors, delays
or  omissions,  whether  caused  by  Company,  by any issuer or correspondent or
otherwise  with  respect  to or relating to any Letters of Credit (except to the
extent  arising  from  the gross negligence or willful misconduct on the part of
the  Agent  or  the  Banks, as the case may be).  The provisions of this Section
2.2(e)  shall  survive  the  payment  of  obligations  and  the  termination  or
non-renewal  of  this  Agreement.
     (f)  Credit.  Nothing  contained  herein  shall  be  deemed or construed to
          ------
grant  Company  any right or authority to pledge the credit of Agent or any Bank
in  any manner.  Company shall be bound by any interpretation made in good faith
by  Agent  or  any Banks under or in connection with any Letter of Credit or any
documents,  drafts  or  acceptances  thereunder,  notwithstanding  that  such
interpretation  may  be  inconsistent  with  any instructions of Company.  Agent
shall have the sole and exclusive right and authority to, and Company shall not:
(i)  at  any  time an Event of Default exists or has occurred and is continuing,
(A)  approve  or  resolve any questions of non-compliance of documents, (B) give
any  instructions as to acceptance or rejection of any documents or goods or (C)
execute any and all applications for steamship or airway guaranties, indemnities
or  delivery  orders,  and  (ii)  at  all times, (A) grant any extensions of the
maturity  of,  time  of  payment  for,  or  time of presentation of, any drafts,
acceptances,  or  documents,  and  (B)  agree  to  any  amendments,  renewals,
extensions,  modifications,  changes  or  cancellations  of  any of the terms or
conditions  of any of the applications, Letters of Credit, or docu-ments, drafts
or  acceptances  thereunder.  Agent may take such actions either in its own name
or  in  Company's  name.
     (g)  Correspondents.  Any  rights,  remedies, duties or obligations granted
          --------------
or  undertaken  by Company to Agent or any corre-spondent in any application for
any  Letter  of  Credit,  or  any  other  agreement  in  favor  of  Agent or any
correspondent  relating  to  any  Letter of Credit, shall be deemed to have been
granted or undertaken by Company to Agent.  Any duties or obligations undertaken
by  Company  to  Agent or any correspondent in any application for any Letter of
Credit,  or  any  other  agreement by Agent or any Bank in favor of Agent or any
correspondent  relating  to  any  Letter of Credit, shall be deemed to have been
undertaken  by  Company  to  Agent  and  Banks  and to apply in all re-spects to
Company.
     (h)  Conditions  Precedent.  Agent  shall  have  no obligation to issue any
          ---------------------
Letter of Credit hereunder unless and until all conditions precedent in Sections
5  and  6  hereof  are  satisfied.
     (i)  Events of Default.  Without limiting any of the rights and remedies of
          -----------------
the  Agent  or  Banks hereunder or otherwise, upon the occurrence of an Event of
Default,  Agent  may,  at  its  option,  without  notice,  (1)  cease issuing or
arranging  for  Letters  of  Credit  or  reduce the amounts of Letters of Credit
available  to  Company  and/or  (2)  terminate  any commitment providing for any
future Letters of Credit to be made available by Agent for Company.  In addition
to  the  foregoing,  upon  termination  of  the  Agreement,  Agent shall have no
obligation  or  commitment  to  issue  Letters  of  Credit.
     (j)  Fees; Reimbursement.  Company shall pay all charges, fees and expenses
          -------------------
reasonably  incurred by Agent or charged by any Bank or Agent in connection with
the Letters of Credit including without limitation a Fronting Fee payable to the
Agent  for  its  own behalf in the amount of one hundred twenty-five thousandths
percent  (0.125%)  of  the  aggregate  face  amount  of  the  Letters  of Credit
outstanding,  which Fronting Fee shall be payable on the date of the issuance of
each  Letter  of  Credit  and on the date of each renewal or anniversary of such
issuance.
     (k)  Participations.
          ---------------
     (i)  Prior  to  issuance  by  the  Agent of any Letter of Credit, the Agent
shall  notify  each Bank of the issuance thereof.  Immediately upon the issuance
by  the Agent of any Letter of Credit, each Bank (other than the Agent) shall be
deemed  to  have irrevocably and unconditionally purchased and received from the
Agent,  without  recourse  or  warranty, an undivided interest and participation
equal  to  the  pro  rata  share  of  such  Bank  in  all  Letters of Credit and
obligations  arising  in  connection with such Letter of Credit and any security
therefor  or guaranty pertaining thereto, but in no event greater than an amount
which,  when  added  to  such Bank's Revolving Credit Commitment with respect to
Loans  then  outstanding,  exceeds  such  Bank's  Revolving  Credit  Commitment.
     (ii)  If  the  Agent  makes a payment on a Letter of Credit and the Company
does  not  on  such date repay or cause to be repaid the amount of such payment,
the  Agent  shall  promptly notify each Bank of such payment and each Bank shall
promptly  and  unconditionally pay to Agent, in immediately available funds, the
amount  of  such  Bank's pro rata share of such payment. If a Bank does not make
its  pro  rata share of the amount of such payment available to Agent, such Bank
agrees  to  pay  to Agent forthwith on demand such amount together with interest
thereon  at  the  Federal Funds Effective Rate.  The failure of any Bank to make
available  to  Agent such Bank's pro rata share shall not relieve any other Bank
of  its  obligation hereunder to make available to Agent its pro rata share, but
no Bank shall be responsible for the failure of any other Bank to make available
to  Agent  its  pro  rata  share  on  the  date  such  payment  is  to  be made.
     (iii)  Whenever  the  Agent receives a payment on account of the Letters of
Credit,  including  any  interest  thereon,  as  to  which  Agent has previously
received payments from any Bank, the Agent shall promptly pay to each Bank which
has  funded  its participating interest therein, in immediately available funds,
an  amount  equal  to  such  Bank's  pro  rata  share  thereof.
(iv)  The  obligation  of each Bank to make payments to Agent in connection with
any  payment  under  a  Letter  of  Credit  shall be absolute, unconditional and
irrevocable, not subject to any counterclaim, setoff, qualification or exception
whatsoever  (other than for the Agent's gross negligence or willful misconduct),
and  shall be made in accordance with the terms and conditions of this Agreement
under  all  circumstances  and  irrespective  of  whether or not the Company may
assert  or  have  any claim for any lack of validity or unenforceability of this
Agreement  or  any  of  the  other Loan Documents; the existence of any Event of
Default;  any  draft,  certificate or other document presented under a Letter of
Credit  having been determined to be forged, fraudulent, invalid or insufficient
in  any  respect  or  any  statement  therein  being untrue or inaccurate in any
respect;  or  the  existence  of any setoff or defense the Company may have with
respect  to  any  of  the  Loans  or  Letters  of  Credit.
(v)  Neither  the Agent nor any of its respective officers, directors, employees
or  agents  shall  be  liable to any Banks for any action taken or omitted to be
taken  under  or  in  connection  with  any of the Letters of Credit except as a
result  of gross negligence or willful misconduct on the part thereof. The Agent
does  not  assume  any responsibility for any failure or delay in performance or
breach by the Company or any other Person of any of its obligations under any of
the  Letters  of Credit or any documents, instruments, or agreements executed or
delivered  in connection therewith. The Agent does not make to Banks any express
or  implied  warranty, representation or guaranty with respect to the Letters of
Credit  or  the  Company. The Agent shall not be responsible to any Bank for any
recitals,  statements,  information, representations or warranties contained in,
or  for the execution, validity, genuineness, effectiveness or enforceability of
or  any  of  the  Letters of Credit or any documents, instruments, or agreements
executed  or  delivered  in  connection  therewith;  or the assets, liabilities,
financial  condition, results of operations, business, creditworthiness or legal
status  of  the Company. With respect to any claims by Banks, in connection with
its  administration  of  and  enforcement of rights or remedies under any of the
Letters  of  Credit  or  any  documents,  instruments, or agreements executed or
delivered in connection therewith, the Agent shall be entitled to act, and shall
be  fully  protected  in  acting  upon,  any  certification,  notice  or  other
communication  in  whatever  form  believed  by  the Agent, in good faith, to be
genuine  and correct and to have been signed or sent or made by a proper Person.
With respect to any claims by Banks, the Agent may consult with and employ legal
counsel,  accountants  and other experts and to advise it concerning its rights,
powers  and  privileges under the Letters of Credit and shall be entitled to act
upon,  and  shall  be fully protected in any action taken in good faith reliance
upon, any advice given by such experts. With respect to any claims by Banks, the
Agent  may  employ  agents  and  attorneys-in-fact in connection with any matter
relating  to  the  Letters of Credit and shall not be liable for the negligence,
default  or  misconduct  of  any  such agents or attorneys-in-fact selected with
reasonable care. The Agent shall not have any liability to any Bank by reason of
the  Agent's refraining to take any action under any of the Letters of Credit or
any  documents,  instruments,  or agreements executed or delivered in connection
therewith  without  having first received written instructions from the Majority
Banks to take such action.  The Agent will use the same degree of care and skill
in administering all matters concerning any Letters of Credit as it exercises in
the  administration  of  similar  letters  of  credit  issued  by it in which no
participations  exist.  The  Agent  shall  be  solely  responsible for examining
drawing  documents  presented  with  any  drawing  under any Letter of Credit in
accordance  with  standards  it applies to other Letters of Credit issued by it.
     (vi)  Each  Bank  agrees  to  indemnify and defend Agent (to the extent the
Agent  is  not  reimbursed  by Company, but without limiting the indemnification
obligations  of  Company  under  this  Agreement), on a pro rata basis, from and
against  any  and  all  claims  which may be imposed on, incurred by or asserted
against  Agent in any way related to or arising out of Agent's administration or
enforcement  of  rights or remedies under any of the Letters of Credit or any of
the  transactions  contemplated  thereby  (including  costs  and  expenses which
Company is obligated to pay hereunder), provided that no Bank shall be liable to
Agent  for  any  of the foregoing to the extent that they result solely from the
Agent's  willful  misconduct  or  gross  negligence.
     1.2  PROCEDURE  FOR  BORROWINGS2.3  PROCEDURE  FOR  BORROWINGS.
     -------------------------------
     The  Company  may  effect  a  Borrowing  of  a Revolving Credit Loan on any
Business  Day  occurring  on  or after the Effective Date by giving the Agent an
irrevocable written notice of borrowing (each, a "Borrowing Request" in the form
of  Exhibit  C) (which Borrowing Request must be received by the Agent (a) prior
    -----------
to  10:00 a.m., Boston time, three Business Days (or fewer days, if each Bank in
its  sole  discretion  agrees)  prior  to  the  requested Borrowing Date, if the
Company  is  requesting  that LIBOR Loans be made as part of such Borrowing, and
(b)  prior  to  10:00 a.m., Boston time, one Business Day prior to the requested
Borrowing  Date,  if the Company is requesting that Alternate Base Rate Loans be
made  as part of such Borrowing), specifying (i) the amount to be borrowed, (ii)
the  requested  Borrowing  Date,  (iii)  whether such Borrowing is to consist of
LIBOR Loans, Alternate Base Rate Loans or a combination thereof, and (iv) if the
Loans  are to be LIBOR Loans, the length of the initial Interest Period for each
thereof.  Each  Borrowing  shall be in an aggregate principal amount equal to or
greater  than  $500,000 or, if less, the undrawn balance of the Revolving Credit
Commitments.  The  principal amount of each Bank's Revolving Credit Loan made on
a  Borrowing  Date  shall  be in an amount equal to such Bank's Revolving Credit
Commitment Percentage of the Revolving Credit Loans made on such Borrowing Date.
Subject to the provisions of paragraphs 2.8 and 2.9, Loans may be Alternate Base
Rate  Loans  or  LIBOR  Loans, or any combination thereof.  Upon receipt of each
Borrowing  Request  from  the Company, the Agent shall promptly notify each Bank
thereof  (such notice to be promptly confirmed in writing).  Each Bank will make
the  amount  of  its  Revolving  Credit  Commitment Percentage of each Borrowing
available to the Agent for the account of the Company at the office of the Agent
set  forth  in  paragraph  11.1,  not  later than 12:00 noon, Boston time on the
Borrowing  Date  requested by the Company, in funds immediately available to the
Agent  at  such  office.  Amounts  so made available to the Agent on a Borrowing
Date  will,  subject  to  the  satisfaction  of the terms and conditions of this
Agreement as determined by the Agent, be made immediately available on such date
to  the  Company  by the Agent at the office of the Agent specified in paragraph
11.1  by  crediting  the account of the Company on the books of such office with
the  aggregate  of said amounts, in like funds as received by the Agent.  Unless
the  Agent  shall  have  received  prior  notice  from  a  Bank (by telephone or
otherwise,  such  notice  to  be  promptly confirmed by telex, telecopy or other
writing)  that  such  Bank  will not make available to the Agent such Bank's pro
rata share of the Loans requested by the Company, the Agent may assume that such
Bank  has  made  such  share  available  to  the Agent on such Borrowing Date in
accordance  with  this paragraph; provided that such Bank received notice of the
proposed  borrowing  from  the  Agent,  and the Agent may, in reliance upon such
assumption, make available to the Company on such Borrowing Date a corresponding
amount.  If  and  to  the  extent such Bank shall not have so made such pro rata
share  available to the Agent on such Borrowing Date, such Bank shall pay to the
Agent  on  demand  (in addition to such Bank's pro rata share of the Loans to be
funded on such Borrowing Date) an amount equal to the product of (i) the average
computed  for  the  period  referred  to  in clause (iii) below, of the weighted
average  interest rate paid by the Agent for federal funds acquired by the Agent
during  each  day  included  in such period, times(ii) the amount of such Bank's
                                             -----
Revolving  Credit  Commitment  Percentage  of  such  Revolving  Credit  Loans,
times(iii) a fraction, the numerator of which is the number of days that  elapse
from  and  including such Borrowing Date to the date on which the amount of such
Bank's  Revolving  Credit  Commitment  Percentage of such Revolving Credit Loans
shall become immediately available to the Agent, and the denominator of which is
365.  Such  Bank shall not be entitled to receive interest on its pro rata share
of  the  Loans  for  any period prior to the date it actually funds its pro rata
share.  If  and  to  the  extent  such Bank shall not have so made such pro rata
share available to the Agent within three (3) days following such Borrowing Date
(and  if and to the extent Agent has funded Bank's pro rata share of the Loans),
the Company shall pay to the Agent forthwith on demand (but without duplication)
an  amount  equal  to such Bank's Revolving Credit Commitment Percentage of such
Revolving  Credit  Loans,  together  with interest thereon for each day from the
date  such amount is made available to the Company until the date such amount is
paid  to  the  Agent,  at the applicable interest rate for such Revolving Credit
Loans  as  set  forth  in  paragraph 2.8.  Such payment by the Company, however,
shall  be  without  prejudice  to  its  rights  against  such  Bank.
     1.2  NOTES2.4  NOTES.
          -----
     (a)     Revolving  Credit Loans made by each Bank with respect to Alternate
Base  Rate  Loans and LIBOR Loans shall be evidenced by a promissory note of the
Company,  substantially in the form of Exhibit D,all with appropriate insertions
                                       ----------
therein  (as  endorsed and as amended or otherwise modified from time to time, a
"Revolving  Credit  Note"  and,  collectively,  the  "Revolving  Credit Notes"),
 -----------------------                              -----------------------
payable to the order of such Bank and representing the obligation of the Company
 -----
to  pay the aggregate unpaid principal amount of all Revolving Credit Loans made
by  such  Bank,  with interest thereon as prescribed or determined herein.  Each
Bank is hereby authorized to record the date and amount of each Revolving Credit
Loan  made  by  such Bank and the other information applicable thereto, and each
payment  or  prepayment  of  principal  of  such  Revolving  Credit Loan, on the
applicable  grid  (and  any  continuations thereof annexed to and constituting a
part  of its Revolving Credit Notes.  No failure to so record or any error in so
recording  shall  affect  the  obligation of the Company to repay such Revolving
Credit  Loans, with interest thereon, as herein provided.  Each Revolving Credit
Note  shall  (i) be dated the date the initial Loans are made, (ii) be stated to
mature  on  the  respective  Revolving  Credit  Termination  Date and (iii) bear
interest  for  the  period  from  and  including  the date thereof on the unpaid
principal  amount  thereof  from  time  to  time  outstanding  at the applicable
interest  rate  per  annum  determined  as  provided  herein.
     (b)  Term Notes.The Term Loans, if the Revolving Credit Loans are converted
          -----------
to Term Loans pursuant to paragraph 2.16, shall be evidenced by promissory notes
of  the  Company,  substantially  in the form of Exhibit H, all with appropriate
                                                 ---------
insertions  therein  (as endorsed and as amended or otherwise modified from time
to  time,  a  "Term  Note"  and, collectively, the "Term Notes"), payable to the
order of such Bank in the amount of such Bank's Term Commitment and representing
the  obligation  of  the Company to pay the aggregate unpaid principal amount of
the  Term  Loan  made  by  such  Bank,  with  interest  thereon as prescribed or
determined herein.  Each Bank is hereby authorized to record the date and amount
of the Term Loan made by such Bank and the other information applicable thereto,
and each payment or prepayment of principal of such Term Loan, on the applicable
grid  (and  any  continuations thereof annexed to and constituting a part of its
Term  Notes).  No failure to so record or any error in so recording shall affect
the obligation of the Company to repay such Term Loan, with interest thereon, as
herein  provided.  Each  Term  Note shall (i) be dated the date of the Term Loan
Conversion  Date,  (ii)  be stated to mature on the Maturity Date and (iii) bear
interest  for  the  period  from  and  including  the date thereof on the unpaid
principal  amount  thereof  from  time  to  time  outstanding  at the applicable
interest  rate  per  annum  determined  as  provided  herein.
     1.2  REDUCTIONS  OF  THE  AGGREGATE  REVOLVING  CREDIT  COMMITMENTS2.5
          --------------------------------------------------------------
REDUCTIONS  OF  THE  AGGREGATE  REVOLVING  CREDIT  COMMITMENTS.
     (d)  Voluntary  Reductions  of  Revolving  Credit  Commitments.
          ---------------------------------------------------------
During  the  period  from the Effective Date to the Revolving Credit Termination
Date  the  Company  shall have the right, upon at least two Business Days' prior
written  notice  to  the  Agent,  to  reduce permanently the Aggregate Revolving
Credit  Commitments  in whole at any time, or in part from time to time, without
premium  or  penalty, provided, however, that (A) each partial reduction of such
Aggregate  Revolving  Credit Commitments shall be in an amount equal to at least
$500,000  or  such  amount  plus  a  whole  multiple  of  $500,000, and (B) such
Aggregate  Revolving  Credit  Commitments shall not be reduced to an amount less
than  the  aggregate principal balance of the Revolving Credit Loans outstanding
on the date of such reduction (after giving effect to reductions in such balance
made  on  such  date).
     (d)  General.  Reductions  of  the  Aggregate  Revolving Credit Commitments
          -------
under  clause (a) above shall reduce each Bank's Revolving Credit Commitment pro
rata  according to the Revolving Credit Commitment Percentage of such Bank.  The
Agent  shall  promptly  notify  each  Bank  of  each  reduction in the Aggregate
Revolving  Credit  Commitments under clause (a) above upon its receipt of notice
thereof,  and  remit  to  each  Bank  its  pro  rata  share  of any accompanying
prepayments of the Revolving Credit Loans according to the outstanding principal
balance  of  the  Revolving Credit Loans.  Simultaneously with each reduction of
the Aggregate Revolving Credit Commitments under this paragraph 2.5, the Company
shall  prepay  the  Revolving  Credit  Loans in the amount, if any, by which the
aggregate  unpaid  principal  balance  of the Revolving Credit Loans exceeds the
amount  of  the  Aggregate  Revolving  Credit  Commitments  as  so  reduced.
     If  any  prepayment  is made under this paragraph 2.5 or paragraph 2.6 with
respect to any LIBOR Loans (whether consisting of Term Loans or Revolving Credit
Loans),  in  whole  or in part, prior to the last day of the applicable Interest
Period  with  respect  thereto,  the  Company agrees that it shall indemnify the
Banks  in accordance with paragraph 2.12.  After giving effect to any prepayment
with  respect  to  LIBOR  Loans,  no  LIBOR  Loans  made (whether as a result of
Borrowing  or a conversion) on the same date and having the same Interest Period
shall  be  outstanding  in  an aggregate principal amount of less than $500,000.
     1.2  PREPAYMENTS AND PAYMENT OF LOANS2.6  PREPAYMENTS AND PAYMENT OF LOANS.
          --------------------------------
v.     Voluntary  Prepayments.  The Company may, at its option, prepay Alternate
       ----------------------
Base  Rate Loans or LIBOR Loans in whole or in part, without premium or penalty,
subject  to  its obligation to indemnify provided in paragraph 2.12 (in the case
of  LIBOR  Loans),  at any time and from time to time upon at least one Business
Day's prior irrevocable written notice to the Agent, specifying the amount to be
     prepaid,  and  the  date  and  amount  of prepayment.  Upon receipt of such
notice,  the  Agent  shall  promptly  notify each Bank thereof.  Any such notice
shall  be  irrevocable  and the amount specified in such notice shall be due and
payable  on  the  date  specified therein, together with accrued interest to the
date  of  such  payment on the amount being prepaid.  Prepayments shall be in an
aggregate  principal  amount  of  at  least $500,000 (or at least $100,000, with
respect  to  prepayments  of  Alternate  Base  Rate  Loans)  or,  if  less,  the
outstanding  principal  balance of the applicable Notes, provided, however, that
after  giving effect to any such prepayment, no LIBOR Loans made (whether as the
result  of  Borrowing  or  a  conversion)  on  the same date and having the same
Interest  Period  shall  be outstanding in an aggregate principal amount of less
than  $500,000.
     (e)  Mandatory  Repayment.  On  the  Revolving Credit Termination Date, (i)
          --------------------
the Company shall repay in full the aggregate principal balance of all Revolving
Credit  Loans  outstanding  on such date, together with accrued interest on such
amount  to  such  date  and any Facility Fees, Closing Fees, Usage Fees, Agent's
Fees,  Fronting  Fees,  or  other  amounts  owing  hereunder with respect to the
Letters  of  Credit,  the  Revolving  Credit Loans or under the Revolving Credit
Notes, provided that any Revolving Credit Loan converted to a Term Loan pursuant
       --------
to  paragraph  2.16  shall be deemed payable on the Maturity Date; and (ii) with
respect  to  any  then-outstanding  Letters  of  Credit will either furnish cash
collateral  to  secure  the reimbursement obligations to the Agent in connection
with  any  Letters of Credit or furnish cash collateral to Agent for the Letters
of  Credit  in  an  amount  equal  to  105% of the aggregate face amount of such
Letters  of  Credit  in  accordance  with  Section  2.2(d)  hereof.
     1.2  CONVERSION  OPTIONS2.7  CONVERSION  OPTIONS.
          -------------------
     (e)  Conversion  of  Loans.  The  Company  may  elect  from time to time to
          ---------------------
convert  LIBOR  Loans  to Alternate Base Rate Loans by giving the Agent at least
one  Business  Day's  prior  written  notice  of  such  election  (a
"Conversion/Continuation  Request")  (in  substantially  the  form  of  the
Conversion/Continuation  Request  attached  hereto as Exhibit E), specifying the
                                                      ---------
amount  to  be  so  converted, provided, that any such conversion of LIBOR Loans
shall  only  be  made on the last day of the Interest Period applicable thereto.
In  addition,  in the absence of an Event of Default, the Company may elect from
time  to time to convert Alternate Base Rate Loans to LIBOR Loans, by giving the
Agent  at  least  three  Business Day's (or fewer days, if each Bank in its sole
discretion  agrees)  prior  irrevocable  notice of such election, specifying the
amount  to  be  so converted and the Interest Period selected, provided that any
such  conversion  of Alternate Base Rate Loans to LIBOR Loans shall only be made
on  a Business Day.  In either case, the Conversion/Continuation Notice shall be
substantially  in the form of the Conversion/Continuation Request in the form of
Exhibit  E.  The  Agent shall promptly provide the Banks with notice of any such
----------
election.  Loans may be converted pursuant to this paragraph 2.7, in whole or in
part,  provided  that conversions of Alternate Base Rate Loans to LIBOR Loans or
LIBOR Loans to Alternate Base Rate Loans shall each be in an aggregate principal
amount  of  at  least  $500,000.  After giving effect to any such conversion, no
LIBOR  Loans  made (whether as the result of a borrowing or a conversion) on the
same  date  and  having  the  same  Interest  Period  shall be outstanding in an
aggregate  principal  amount  of  less  than  $500,000.
     (e)  Continuation  of Loans.  Any LIBOR Loans may be continued as such upon
          ---------------------
the  expiration  of  any  Interest  Period with respect thereto by the Company's
giving  irrevocable  written  notice  (in  substantially  the  form  of  the
Continuation/Conversion Request attached hereto as Exhibit E)to the Agent of its
                                                   ----------
intention  to do so three Business Days (or fewer days, if each Bank in its sole
discretion agrees) prior to the last day of such Interest Period, specifying the
new  Interest  Period  therefor, provided, however,that (i) if the Company shall
                                 --------  --------
fail  to give notice as provided above, the relevant LIBOR Loan shall convert to
an  Alternate Base Rate Loan immediately upon the expiration of the then current
Interest  Period  with  respect  thereto,  (ii)  any  LIBOR Loans that are being
continued as such shall be in an aggregate principal amount of at least $500,000
and  (iii) no LIBOR Loans may be continued as such when any Event of Default has
occurred and is continuing, but shall be automatically converted to an Alternate
Base  Rate  Loan  on  the  last  day of the Interest Period with respect thereto
during  which  the Agent obtained knowledge of such Event of Default.  The Agent
shall  notify  the  Banks  promptly  upon  obtaining knowledge that an automatic
conversion  will  occur  pursuant  to  clause  (iii)  hereof.
     1.2  INTEREST  RATE  AND  PAYMENT  DATES  FOR  LOANS2.8  INTEREST  RATE AND
          -----------------------------------------------
PAYMENT  DATES  FOR  LOANS.
     (e)  Interest  Rates  for  Loans  Prior  to  Maturity.  (i)  Loans  made as
          ------------------------------------------------
Alternate  Base Rate Loans shall bear interest for the period from and including
the date thereof, or, in the case of a Loan that has been converted from a LIBOR
Loan,  from  the Conversion Date thereof, until maturity or until converted into
LIBOR  Loans, on the unpaid principal amount thereof at the Alternate Base Rate,
and  (ii) Loans made as LIBOR Loans shall bear interest for each Interest Period
with  respect  thereto  on the unpaid principal amount thereof at the sum of the
applicable  rate  of  interest  per  annum based on LIBOR for each such Interest
Period  plus  the  Applicable  Margin.  Any change in the Applicable Margin with
        ----
respect  to  any  Loans  (a)  resulting  from a change in the Debt Rating of the
Company  shall  be  effective  as  of  the opening of business on the day of the
change  in the Debt Rating of the Company and (b) with respect to the occurrence
of  the  Term  Loan  Conversion  Date  shall  be  effective  as of the Term Loan
Conversion  Date.
(e)  Overdue  Amounts.  If  any amounts payable hereunder shall not be paid when
     ----------------
due  (whether  at  the  stated  maturity  thereof,  by  acceleration,  notice of
intention  to  prepay  or  otherwise),  such overdue amounts shall bear interest
payable  on  demand at a rate per annum equal to 2% above the (i) Alternate Base
Rate for Alternate Base Rate Loans at such time from the date of such nonpayment
until  paid  in  full,  and  whether  before  or after the entry of any judgment
thereon  and  (ii)  sum  of  the applicable LIBOR plus the Applicable Margin for
LIBOR  Loans,  from  the  date  of such nonpayment until the end of the Interest
Period  with  respect  thereto  and  whether  before  or  after the entry of any
judgment  thereon.
(e)  General.  Interest  on  the  Loans  shall  be  payable  in  arrears on each
     -------
Interest  Payment  Date and upon payment (including prepayment) in full thereof;
     --
provided,  however,  that  after  an  Event  of  Default  has  occurred  and  is
continuing,  interest  on all Loans shall be payable on demand made from time to
time.
(e)  Interest  Rate Hedging.  The Company and each and every Bank, each in their
     ----------------------
individual  discretion,  may  enter  with  each other into interest rate hedging
agreements  or  instruments with respect to the Company's obligations under this
Agreement.
     1.2  SUBSTITUTED INTEREST RATE2.9  SUBSTITUTED INTEREST RATE.  In the event
          -------------------------
that  the  Agent  shall  have  reasonably  determined  in  good  faith  (which
determination  shall  be conclusive and binding upon the Company) that by reason
of  circumstances affecting the London interbank market, (i) either adequate and
reasonable  means  do not exist for ascertaining the applicable LIBOR applicable
pursuant  to  paragraph  2.8(a),  or (ii) any Bank shall have notified the Agent
that  it  has  reasonably determined in good faith (which determination shall be
conclusive  and  binding  on  the  Company)  that  the applicable LIBOR will not
adequately and fairly reflect the cost to such Bank of making or maintaining its
funding of a LIBOR Loan with respect to (a) a proposed Loan that the Company has
requested be made as a LIBOR Loan, or (b) a LIBOR Loan that will result from the
requested  conversion  of any Loan into a LIBOR Loan (any such Loan being herein
called  an "Affected Loan"), the Agent shall promptly notify the Company and the
Banks (by telephone or otherwise) of such determination no later than 10:00 a.m.
(Boston  time)  one  Business Day prior to the requested Borrowing Date for such
Affected  Loan,  or  the requested Conversion Date of such Loan, as the case may
be.  If the Agent shall give such notice, the Company may by no later than 11:00
a.m.  (Boston  time)  on the same Business Day, (i) cancel the Borrowing Request
and/or  Continuation/Conversion  Request  with  respect to such Affected Loan or
request  that  such  Affected  Loan  be  made  as an Alternate Base Rate Loan in
accordance with paragraph 2.3 hereof or (ii) cancel its request to convert to an
Affected  Loan  or  request  that any Loan that was to have been converted to an
Affected  Loan  be  converted  to an Alternate Base Rate Loan in accordance with
paragraph  2.7  hereof.  Until  such  notice has been withdrawn by the Agent (by
notice  to the Company promptly upon the Agent having been notified by such Bank
that  circumstances would no longer render any Loan an Affected Loan) no further
Affected Loans shall be made and Company shall not have the right to convert any
Loan  to  an  Affected  Loan.
1.2  ILLEGALITY2.10  ILLEGALITY.  Notwithstanding  any  provision  hereof to the
     ----------
contrary,  if  any change in any law, regulation, treaty or directive, or in the
interpretation  or  application  thereof, shall make it unlawful for any Bank to
make  or  maintain  LIBOR  Loans  as  contemplated  by  this  Agreement, (a) the
commitment  of  such  Bank hereunder to make LIBOR Loans or to convert Alternate
Base  Rate  Loans  to  LIBOR  Loans  or  to  continue  LIBOR Loans as such shall
forthwith be suspended and (b) such Bank's Loans then outstanding as LIBOR Loans
     shall be converted to Alternate Base Rate Loans on the last day of the then
current  Interest  Period  applicable  thereto, or within such earlier period as
required  by  law.  If the commitment of any Bank with respect to LIBOR Loans is
suspended  pursuant  to this paragraph 2.10 and it shall once again become legal
for  such  Bank  to  make  or  maintain  its funding of LIBOR Loans, such Bank's
commitment  to make or maintain such LIBOR Loans shall be reinstated.  Each Bank
agrees  to promptly notify the Company and the Agent upon learning of any change
referred  to  above,  as well as of any reinstatement of its ability to make and
maintain  LIBOR  Loans  as  contemplated  by  this  Agreement.
     1.2  INCREASED  COSTS2.11  INCREASED  COSTS.
          ----------------
     In the event that any change in any law, regulation, treaty or directive or
in  the  interpretation  or application thereof by any Governmental Body charged
with  the  administration  thereof or compliance by any Bank with any request or
directive  from  any  central  bank  or  other  Governmental Body (a "Regulatory
Change"):
     (i)  subjects  any  Bank  to any tax of any kind whatsoever with respect to
any  LIBOR  Loan or its obligations under this Agreement to make LIBOR Loans, or
changes the basis of taxation of payments to such Bank of principal, interest or
any  other  amount  payable  hereunder in respect of its LIBOR Loans (except for
imposition  of,  or change in the rate of, tax on the overall net income of such
Bank);
(ii)  imposes,  modifies  or  makes  applicable  any  reserve,  special deposit,
compulsory  loan,  assessment  or similar requirement against assets held by, or
deposits  of, or advances or loans by, or other credit committed or extended by,
or  any other acquisition of funds by, any office of such Bank in respect of its
LIBOR  Loans  which  is not otherwise included in the determination of LIBOR; or
(iii)  imposes on such Bank any other condition with respect to Loans hereunder,
the  Commitments,  or  Letters  of  Credit;
and  the  result of any of the foregoing is to increase the cost to such Bank of
making,  renewing,  converting  or maintaining its LIBOR Loans, or to reduce any
amount  receivable  in  respect  of its LIBOR Loans, then, in any such case, the
Company shall promptly pay to such Bank, upon its demand, any additional amounts
necessary  to compensate such Bank for such additional cost or reduction in such
amount receivable.  A statement setting forth the calculations of any additional
amounts  payable  pursuant  to the foregoing sentence submitted by a Bank to the
Company  shall  be  presumed  to  be  correct  absent  manifest  error.
     1.2  INDEMNITY2.12  INDEMNITY.  Notwithstanding  anything  contained herein
          ---------
to  the  contrary, if the Company shall fail to borrow on a Borrowing Date after
it  shall have given a Borrowing Request, to the extent only that such Borrowing
Request includes LIBOR Loans, or if the right of the Company to have LIBOR Loans
outstanding  hereunder  shall  be suspended or terminated in accordance with the
provisions  of  this  Agreement  prior  to  the  last day of the Interest Period
applicable  thereto,  or if, while a LIBOR Loan is outstanding, any repayment or
prepayment  of  the  principal  amount of such LIBOR Loan is made for any reason
(including,  without limitation, as a result of acceleration or illegality) on a
date  which  is prior to the last day of the Interest Period applicable thereto,
the Company agrees to indemnify each Bank against, and to pay on demand directly
to  such  Bank,  an  amount,  if  greater  than  zero,  equal  to  (i):
                                  A x (B-C) x D
                                              -
     365
where:
     "A"  equals  the  Affected  Principal  Amount;
"B"  equals  LIBOR  (expressed  as a decimal), as the case may be, applicable to
such  LIBOR  Loan;
"C" equals the applicable LIBOR (expressed as a decimal), as the case may be, in
effect  on  the  date  of  such  failure  to  borrow, termination, prepayment or
repayment,  based on the applicable rates offered or bid, as the case may be, on
such  date  (or, if no such rate is determinable on such date, the rate or rates
offered  or  bid, as the case may be, determinable on the date closest thereto),
for  deposits  in an amount equal approximately to the Affected Principal Amount
with  an  Interest  Period  equal  approximately to the period commencing on the
first  day  of such Remaining Interest Period and ending on the last day of such
Remaining  Interest  Period or ending on the last day of the applicable Interest
Payment  Period,  as  the  case  may  be,  as  determined  by  the  Bank;
"D"  equals the number of days from and including the first day of the Remaining
Interest Period to but excluding the last day of such Remaining Interest Payment
Period;
and  (ii)  any  additional  amounts  necessary  to compensate such Bank for such
additional  cost  or  reduction  in  such  amount  receivable  and  any  other
out-of-pocket  loss  or  expense  (including  any  internal  processing  charge
customarily  charged by such Bank) suffered by such Bank in liquidating deposits
prior  to  maturity  in  amounts  which  correspond  to  the proposed borrowing,
prepayment  or  repayment.  The  determination by each Bank of the amount of any
such  loss  or  expense  shall  be presumed to be correct absent manifest error.
     1.2  USE  OF PROCEEDS2.13  USE OF PROCEEDS.   The proceeds of the Revolving
          ----------------
Credit  Loans  shall be used only for working capital, capital expenditures, and
other general corporate purposes (including, without limitation, the acquisition
of  capital  stock  of the Company to the extent otherwise permitted hereunder).
1.2  CAPITAL ADEQUACY2.14  CAPITAL ADEQUACY.  If either (i) the introduction of,
     ----------------
or  any  change or phasing in of, any law or regulation or in the interpretation
thereof by any Governmental Body charged with the administration thereof or (ii)
     compliance  with  any directive, guideline or request from any central bank
or  Governmental  Body  (whether  or not having the force of law) promulgated or
made  after  the  date  hereof  (but  including,  in  any  event, any law, rule,
regulation,  interpretation, directive, guideline or request contemplated by the
report  dated  July  1988  entitled  "International  Convergence  of  Capital
Measurement  and  Capital  Standards"  issued  by the Basle Committee on Banking
Regulations  and  Supervisory  Practices)  affects or would affect the amount of
capital  required  or expected to be maintained by a Bank (or any lending office
of  such  Bank)  or any corporation directly or indirectly owning or controlling
such  Bank  (or  any  lending  office  of  such  Bank)  and such Bank shall have
determined  that  such  introduction, change or compliance has or would have the
effect  of reducing the rate of return on such Bank's capital or the asset value
to  such  Bank  of  any  Loan  made  by  such Bank as a consequence, directly or
indirectly,  of  its  obligations  to  make  and  maintain  the funding of Loans
hereunder to a level below that which such Bank could have achieved but for such
introduction,  change  or  compliance  (after  taking  into  account such Bank's
policies  regarding  capital  adequacy)  by  an amount deemed by such Bank to be
material  then, upon demand by such Bank, the Company shall promptly pay to such
Bank  such additional amount or amount as shall be sufficient to compensate such
Bank  for  such reduction on the rate of return.  Each Bank shall calculate such
amount or amounts payable to it under this paragraph 2.14 in a manner consistent
with  the  manner  in  which it shall calculate similar amounts payable to it by
other  borrowers having provisions in their credit agreements comparable to this
paragraph  2.14.  Each  Bank  agrees  to  provide the Company with a certificate
setting  forth  a  description  of  any such amount in respect of which it seeks
payment  under this paragraph 2.14.  Each Bank's determination of such amount or
amounts  that  will  compensate  such Bank for such reductions shall be presumed
correct  absent  manifest  error.
1.2  NOTICE  OF COSTS: SUBSTITUTION OF BANKS2.15  NOTICE OF COSTSSUBSTITUTION OF
   -----------------------------------------
BANKS.  Each  Bank  will  notify the Company of any event that will entitle such
Bank  to compensation under paragraphs 2.11 and 2.14 as promptly as practicable,
but  in  any  event  within 45 days after an officer of the Bank responsible for
matters  concerning  this  Agreement  has knowledge of such event.  If such Bank
fails to give such notice, such Bank shall only be entitled to such compensation
     for  the  period  commencing  forty-five (45) days prior to the date of the
giving  of  such notice.  Each Bank shall use its best efforts to avoid the need
to  give  a  notice  under  paragraph  2.11  or  2.14 by designating a different
Applicable Lending Office outside of the United States if such designation would
avoid  the  need  to  give such notice and will not, in the sole opinion of such
Bank,  be  disadvantageous to such Bank.  In the event the Company receives such
notice  or is otherwise required under the provisions of paragraphs 2.11 or 2.14
to  make  payments in a material amount to any Bank, the Company may, so long as
no  Event  of Default shall have occurred and be continuing, elect to substitute
such  Bank  as  a party to this Agreement; provided that, concurrently with such
substitution,  (i)  the  Company shall pay that Bank all principal, interest and
fees  and  other  amounts  (including  without limitation, amounts, if any, owed
under  paragraph  2.2,  2.11, 2.12 or 2.14) owed to such Bank in connection with
the  Loans  and  any  applicable  fees  in connection with the Letters of Credit
through  such  date of termination, (ii) another commercial bank satisfactory to
the  Company  and the Agent (or if the Agent is also the Bank to be substituted,
the  successor Agent) shall agree, as of such date, to become a Bank (whether by
assignment or amendment) for all purposes under this Agreement and to assume all
obligations  of  the  Bank  to  be  substituted  as  of such date, and (iii) all
documents, supporting materials and fees necessary, in the judgment of the Agent
(or  if  the  Agent  is also the Bank to be substituted, the successor Agent) to
evidence  the substitution of such Bank shall have been received and approved by
the  Agent  as  of  such  date.
     1.2  CONVERSION  TO  TERM  LOANS2.16  CONVERSION  TO  TERM  LOANS
     (a)  Term  Loan  Conversion.  Subject  to  (i) the terms and conditions set
forth  in this Agreement (including satisfaction of the conditions precedent set
forth  in  Sections  5  and  6  hereof),  (ii) the receipt by the Company of all
approvals  of  all necessary Governmental Bodies, including, without limitation,
the  approval of the VPSB, or the determination by VPSB that its approval is not
required,  and  (iii)  receipt by each Bank of an executed original Term Note in
the  form  described  in  paragraph  2.4(b)  made payable to such Bank, upon the
delivery  of  a  written notice to the Agent by the Company substantially in the
form  of  Exhibit  I  hereto (a "Term Loan Request"), no earlier than sixty (60)
days  and  no  later  than  ten (10) Business Days prior to the Revolving Credit
Termination  Date,  the aggregate principal amount of all Revolving Credit Loans
remaining  outstanding  on  the  close  of the Agent's business on the Revolving
Credit  Termination  Date  (the "Term Loan Conversion Date") shall automatically
convert to Term Loans of like amount with a maturity of three hundred sixty-four
(364) days.  Any portion of each Bank's Revolving Credit Commitment not utilized
on  or  before  the  Revolving  Credit  Termination  Date  shall  be permanently
cancelled  on  such  date.
(b)  Interest  Rate Election for Term Loans.  Any portion of the Term Loans that
is  a  LIBOR  Loan for which the Interest Period shall not have terminated as of
the  Term  Loan  Conversion  Date  shall  be  continued  as a LIBOR Loan for the
applicable  Interest  Period  and  any  portion  of  the  Term  Loans that is an
Alternate Base Rate Loan shall be continued as an Alternate Base Rate Loan after
the  Term Loan Conversion Date,  unless the Company shall have elected otherwise
by  delivery  of a Term Loan Request not later than 10:00 a.m., Boston time, one
Business  Day  prior  to  the  proposed  Borrowing  Date  thereof in the case of
Alternate  Base  Rate  Loans,  or  not later than 10:00 a.m., Boston time, three
Business  Days prior to the proposed Borrowing Date thereof in the case of LIBOR
Loans. Each such Term Loan Request shall be substantially in the form of Exhibit
                                                                         -------
I  attached hereto and shall specify (a) the amount of the Loan, (b) the date of
continuation  or  conversion,  (c) duration of the proposed Interest Period, and
(d)  the  applicable  interest  rate  selected  by  the Borrower pursuant to the
provisions  of  this  paragraph  2.16.  Each Term Loan Request with respect to a
LIBOR  Loan  shall  be  irrevocable.  Company  shall not be entitled to elect to
convert  and  continue  any  Term  Loan if the Interest Period thereto would end
after  the  Maturity  Date.  Forthwith  upon  its receipt of a Term Loan Request
hereunder,  the  Agent shall notify all of the Banks of the particulars thereof.
Each  Term  Loan  Request  shall obligate the Company to accept the continued or
converted  portion  of  the  Term Loans requested from the Banks on the proposed
Borrowing Date thereof.  If any Term Loan Request shall fail to properly specify
the  interest  rate  hereunder,  such  portion  of  the  Term  Loans shall be an
Alternate  Base  Rate  Loan, and if any Term Loan Request shall fail to properly
specify  the  Interest  Period  for  a LIBOR Loan, such Interest Period shall be
three (3) months. The Agent shall forthwith upon determination of any applicable
LIBOR  Rate,  provide  notice  thereof  to  each Bank and to the Company. If the
Company,  with respect to any Term Loan that is also a LIBOR Loan, shall fail to
continue  such  Term  Loan  as  a  LIBOR  Loan by delivery of a timely Term Loan
Request  such  Term  Loan  shall  automatically  convert  on the last day of the
applicable  Interest  Period  of such LIBOR Loan to an Alternate Base Rate Loan.
2.  FEES;  PAYMENTS3.  FEES;  PAYMENTS.
-------------------
     1.2  FACILITY FEE3.1  FACILITY FEE.  The Company agrees to pay to the Agent
          ------------
for  the  account of the those Banks with Commitments or Loans outstanding a fee
(the  "Facility  Fee")  equal  to  the rate per annum determined by reference to
Schedule  II  on  Exhibit  B  hereto  based  upon the Debt Rating of the Company
    --------      ----------
multiplied  bythe  Aggregate Commitments, which Facility Fee shall be payable in
    ------  --
arrears  on  the  last  day  of each March, June, September and December of each
year,  commencing  on  the  first  such  date  following  the Effective Date and
continuing  until  the  later  of  the  Maturity  Date  or the date on which all
Commitments  are  terminated  and all sums due hereunder in respect of Loans and
under  the  Notes  are  paid  in  full; provided that if the Company has no Debt
Rating,  the  Facility Fee shall be determined at the highest rate per annum for
the  relevant  period set forth on Exhibit B.  It is hereby expressly understood
                                   ---------
and  agreed  that  Facility Fees shall continue to accrue on the daily amount of
each  Bank's  Commitment  during  the  Term  Out  Period.
1.2  FEES  OF THE AGENT.3.2  FEES OF THE AGENT  The Company agrees to pay to the
     ------------------
Agent  for  its  own  account,  such  fees (the "Agent's Fees") for its services
hereunder  in  such  amounts  and at such times as previously agreed upon by the
Company and the Agent under that certain Agent's Fee Letter dated as of or about
     the  date  hereof.
     1.2  COMPUTATION OF INTEREST AND FEES.3.3  COMPUTATION OF INTEREST AND FEES
          --------------------------------
     (e)  Interest  in  respect  of Alternate Base Rate Loans and all other fees
(other than the Facility Fee and the Usage Fee) payable by the Company hereunder
shall  be  calculated  on the basis of a 365-day year (or 366-day year in a leap
year)  for  the  actual  number  of  days elapsed.  Interest in respect of LIBOR
Loans, the Usage Fee, and the Facility Fee shall be calculated on the basis of a
360-day  year for the actual number of days elapsed.  Any change in the interest
rate on a Loan resulting from a change in the Alternate Base Rate or LIBOR shall
become  effective  as of the opening of business on the day on which such change
shall  become  effective.  The  Agent  shall, as soon as practicable, notify the
Company  and  the Banks of the effective date and the amount of each such change
but  failure of the Agent to do so shall not in any manner affect the obligation
of  the  Company  to  pay  interest on the Loans in the amounts and on the dates
required.
(e)  Each  determination  of  the  Alternate  Base  Rate  or  LIBOR by the Agent
pursuant  to  any  provision  of  this Agreement shall be presumed to be correct
absent  manifest  error.
     1.2  PRO  RATA TREATMENT AND APPLICATION OF PRINCIPAL PAYMENTS3.4  PRO RATA
          ---------------------------------------------------------
TREATMENT  AND APPLICATION OF PRINCIPAL PAYMENTS.  Each Borrowing by the Company
from  the  Banks,  any  conversion of Loans from one Type to the same or another
Type, and any reduction of the Aggregate Commitments of the Banks, shall be made
pro  rata  according  to the Commitment Percentage of each Bank.  Subject to the
following  sentence  (a)  prior  to  the  occurrence of an Event of Default, all
payments  (including  prepayments) on account of principal and interest on Loans
shall  be  applied  as  directed  by the Company; and (b) upon and following the
occurrence  of  an  Event  of  Default,  all payments (including prepayments) on
account  of  principal,  interest,  fees,  and  charges shall be applied to such
principal,  interest,  fees,  and  charges  in  the  order  and  in  the amounts
determined by the Agent in its discretion.  All payments (including prepayments)
to  be  made  by  the  Company  on  account  of  principal and interest on Loans
comprising the same Borrowing (whether such Borrowing is selected to be paid (or
prepaid)  by  the Company under clause (a) of the foregoing sentence or selected
to be paid (or prepaid) by the Agent under clause (b) of the foregoing sentence)
shall  be  made  pro  rata according to the outstanding principal amount of each
Bank's  Loans.  All  payments  by the Company on all Loans shall be made without
set-off  or  counterclaim and shall be made prior to 12:00 noon, Boston time, on
the  date  such payment is due, to the Agent for the account of the Banks at the
Agent's  office specified in paragraph 11.1, in each case in lawful money of the
United States of America and in immediately available funds, and, as between the
Company  and  the Banks, any payment by the Company to the Agent for the account
of  the  Banks  shall  be  deemed  to  be  payment  by the Company to the Banks;
provided,  however,  that  any payment received by the Agent on any Business Day
after  12:00  noon  shall  be  deemed  to  have been received on the immediately
succeeding  Business Day.  The Agent shall distribute such payments to the Banks
promptly upon receipt in like funds as received.  If any payment hereunder or on
any  Note  becomes  due  and  payable  on  a  day other than a Business Day, the
maturity  thereof shall be extended to the next succeeding Business Day (unless,
in the case of LIBOR Loans, the result of such extension would be to extend such
payment  into  another calendar month, in which event such payment shall be made
on  the  immediately  preceding  Business  Day) and, with respect to payments of
principal,  interest thereon shall be payable at the then applicable rate during
such  extension.
1.2  CLOSING  FEE.3.5  CLOSING  FEE  The  Company agrees to pay on the Effective
     ------------
Date to the Agent for the account of the Banks a closing fee (the "Closing Fee")
     in  the  amount of $25,000 to be divided among those Banks that are parties
hereto  as  of  the  Effective  Date, pro rata according to the Revolving Credit
Commitment  Percentage  of  each  Bank.
2.  REPRESENTATIONS  AND WARRANTIES.4.  REPRESENTATIONS AND WARRANTIES  In order
-----------------------------------
to  induce  the  Agent  and  the Banks to enter into this Agreement, the Company
hereby  represents  and  warrants  to  the  Agent  and  to  each  Bank  that:
     1.2  SUBSIDIARY.4.1  SUBSIDIARY  The  Company has only the Subsidiaries set
          ----------
forth  in  Exhibit  F.  The  shares  of  each  corporate Subsidiary owned by the
           ----------
Company  are  duly authorized, validly issued, fully paid and non-assessable and
are  owned free and clear of any Liens, except Liens permitted by paragraph 8.2.
1.2  CORPORATE  EXISTENCE  AND  POWER.4.2  CORPORATE  EXISTENCE  AND  POWER  The
     --------------------------------
Company  is  a corporation duly organized, validly existing and in good standing
under the laws of the State of Vermont and has all requisite corporate power and
     authority  to  own  its  Property  and  to  carry  on  its  business as now
conducted.  The Company is in good standing and duly qualified to do business in
each  jurisdiction  in  which  the  failure  to so qualify would have a Material
Adverse  Effect.
1.2  CORPORATE  AUTHORITY.4.3  CORPORATE  AUTHORITY  The  Company  has  full
     --------------------
corporate  power and authority to enter into, execute, deliver and carry out the
     ---
terms  of  this  Agreement  and  to  make the borrowings contemplated hereby, to
execute,  deliver  and  carry  out  the  terms  of  the  Notes  and to incur the
obligations  provided  for  herein  and  therein,  all  of  which have been duly
authorized  by  all  necessary  corporate  action  on  its  part and are in full
compliance  with  its Charter and By-Laws, provided that the consent of the VPSB
(or  a  determination  by  the  VPSB  that  no  such consent is required) may be
necessary  for the conversion of the Revolving Credit Loans into the Term Loans.
     No  consent  or  approval  of,  or  exemption  by,  shareholders  or  any
Governmental  Body  is  required to authorize, or is required in connection with
the  execution, delivery and performance of, this Agreement and the Notes, or is
required  as a condition to the validity or enforceability of this Agreement and
the  Notes, except that the Company may be required to obtain the consent of the
VPSB  (or a determination by the VPSB that such consent is not required) for the
conversion  of  the  Revolving  Credit  Loans  into  the  Term  Loans.
1.2  BINDING  AGREEMENT.4.4  BINDING  AGREEMENT  This Agreement constitutes, and
     ------------------
the  Notes,  when  issued and delivered pursuant hereto for value received, will
constitute, the valid and legally binding obligations of the Company enforceable
     against  the  Company  in accordance with their respective terms, except as
such  enforceability  may  be  limited by equitable principles and by applicable
bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the
rights  of  creditors  generally.
1.2  LITIGATION4.5  LITIGATION.  Except  for  the  matters  set  forth  in  the
     ----------
Designated  Documents,  there  are  no actions, suits or arbitration proceedings
     --
(whether  or not purportedly on behalf of the Company or any Subsidiary) pending
or  to  the  knowledge  of  the  Company  threatened  against the Company or any
Subsidiary,  or maintained by the Company or any Subsidiary, in law or in equity
before  any Governmental Body which, if decided adversely to the Company or such
Subsidiary,  would  have a Material Adverse Effect upon the Company after giving
effect  to  reserves  reflected  in  the  Financial  Statements or the footnotes
thereto.  There  are  no  proceedings pending or to the knowledge of the Company
threatened  against  the  Company  which  call  into  question  the validity and
enforceability  of  this  Agreement  or  the  Notes.
1.2  NON  CONFLICTING AGREEMENTS4.6  NON CONFLICTING AGREEMENTS.  Except for the
     ---------------------------
matters  set  forth  in  the Designated Documents, the Company is not in default
under any agreement to which it is a party or by which it or any of its Property
     is bound, the effect of which would have a Material Adverse Effect upon the
Company.  No  provision  of  the  Charter  or  By-Laws  of  the  Company, and no
provision  of  any  existing  mortgage,  indenture  contract, agreement, statute
(including,  without  limitation,  any  applicable  usury or similar law), rule,
regulation,  judgment,  decree or order binding on the Company or any Subsidiary
could in any way prevent the execution, delivery or carrying out of the terms of
this  Agreement  and  the  Notes,  and  the  taking  of any such action will not
constitute  a  default  under,  or  result  in the creation or imposition of, or
obligation  to create, any Lien not permitted by paragraph 8.2 upon the Property
of  the  Company pursuant to the terms of any such mortgage, indenture, contract
or  agreement,  provided that the consent of the VPSB (or a determination by the
VPSB  that  no  such consent is required) may be necessary for the conversion of
the  Revolving  Credit  Loans  into  the  Term  Loans.
1.2  TAXES.4.7  TAXES  The  Company  has  filed  or  caused  to be filed all tax
     -----
returns  material  to  the Company required by law to be filed, and has paid, or
has  made  adequate  provision for the payment of, all taxes shown to be due and
payable  on  said  returns  or in any assessments made against it.  No tax Liens
have  been  filed  and  no  claims are being asserted with respect to such taxes
which  are  required by GAAP to be reflected in the Financial Statements and are
not  so reflected therein.  The Internal Revenue Service has audited and settled
upon, or the applicable statutes of limitation have run upon, all Federal income
     tax  returns  of  the Company through the tax year ended December 31, 2003,
and,  to  the  extent  required  by  GAAP,  the  results  of all such audits are
reflected  in  the  Financial Statements.  The charges, accruals and reserves on
the  books  of  the  Company  with  respect  to  all taxes are considered by the
management  of  the  Company  to be adequate, and the Company knows of no unpaid
assessment  which  is  due  and  payable  against the Company which would have a
Material  Adverse  Effect,  except  such  thereof as are being contested in good
faith and by appropriate proceedings diligently conducted and for which adequate
reserves  have  been  set  aside  in  accordance  with  GAAP.
1.2  FINANCIAL  STATEMENTS4.8  FINANCIAL  STATEMENTS.  The  Company  heretofore
     ---------------------
delivered  to each Bank (i) copies of the Consolidated Balance Sheet at December
31,  2003,  and  the  related  Consolidated Statements of Income, Cash Flows and
Capitalization  Data for the year ended December 31, 2003 and (ii) copies of the
Consolidated  quarterly  report  of the Company and its Subsidiaries as of March
31, 2004, containing a Consolidated balance sheet and Consolidated statements of
     income  and  cash flows of the Company and its Subsidiaries (the statements
in  (i)  and  (ii)  above  being  sometimes referred to herein as the "Financial
Statements").  The  financial statements set forth in (i) above were audited and
reported on by the Accountants on February 25, 2004 and the financial statements
set  forth in (ii) above were prepared by the Company.  The Financial Statements
fairly present the Consolidated financial condition and the Consolidated results
of  operations  of  the Company and its Subsidiaries as of the dates and for the
periods  indicated  therein,  and  have  been  prepared in conformity with GAAP.
Except (a) as reflected in the financial statements specified in (i) above or in
the  footnotes  thereto, or (b) as otherwise disclosed to the Banks in a writing
specifically  referring  to  this  paragraph  4.8,  neither  the Company nor any
Subsidiary  has any obligation or liability of any kind (whether fixed, accrued,
contingent,  unmatured  or  otherwise)  which is material to the Company and its
Subsidiaries  on a Consolidated basis and which, in accordance with GAAP, should
have  been  shown  on  such  financial statements and were not, other than those
incurred  in  the  ordinary course of their respective businesses since December
31,  2003.  Since December 31, 2003, each of the Company and each Subsidiary has
conducted  its  business  only  in  the ordinary course, and as of the Effective
Date,  except  for  the matters set forth in the Designated Documents, there has
been  no  Material  Adverse  Change.
1.2  COMPLIANCE  WITH  APPLICABLE  LAWS4.9  COMPLIANCE  WITH  APPLICABLE  LAWS.
     ----------------------------------
Except  as  set  forth  in the Designated Documents, neither the Company nor any
Subsidiary  is in default with respect to any judgment, order, writ, injunction,
decree  or  decision  of any Governmental Body applicable to the Company or such
Subsidiary  which default would have a Material Adverse Effect upon the Company.
     Except  as  set  forth in the Designated Documents, each of the Company and
each  Subsidiary  is  complying  in  all  material  respects with all applicable
material  statutes  and  regulations of all Governmental Bodies, including ERISA
and  all  Environmental Laws, a violation of which would have a Material Adverse
Effect  upon  the  Company.
1.2  GOVERNMENTAL REGULATIONS4.10  GOVERNMENTAL REGULATIONS.  The Company is not
     ------------------------
     an  "Investment  Company" as such term is defined in the Investment Company
Act  of  1940,  as  amended.
1.2  PROPERTY.4.11  PROPERTY  The  Company  has good and marketable title to all
     --------
of  its Property, title to which is material to the Company, subject to no Lien,
except  as  permitted  by  paragraph  8.2.
1.2  FEDERAL  RESERVE  REGULATIONS4.12     FEDERAL  RESERVE  REGULATIONS.  The
     -----------------------------
Company  is  not  engaged principally, or as one of its important activities, in
the  business  of extending credit for the purpose of purchasing or carrying any
margin stock within the meaning of Regulation U of the Board of Governors of the
     Federal  Reserve  System, as amended.  No part of the proceeds of the Loans
will  be  used  (i)  to  purchase or carry any such margin stock, (ii) to extend
credit  to  others  for  the purpose of purchasing or carrying any margin stock,
(iii)  for  a purpose which violates the provisions of Regulations T, U and X of
the  Board of Governors of the Federal Reserve System, as amended, or (iv) for a
purpose  which  violates  any  other  applicable  law, rule or regulation of any
Governmental  Body.
1.2  NO  MISREPRESENTATION.4.13  NO  MISREPRESENTATION  No  representation  or
     ---------------------
warranty  contained  herein  and  no  certificate  or  report furnished or to be
     -
furnished  by  the  Company  in  connection  with  the transactions contemplated
     -
hereby,  contains  or  will contain a misstatement of material fact, or omits or
     -
will  omit  to  state a material fact required to be stated in order to make the
statements  herein  or  therein  contained  not  misleading  in the light of the
circumstances  under  which  made.
1.2  PENSION  PLANS4.14  PENSION  PLANS.  Each  Plan,  and  to  the  best of the
     --------------
Company's  knowledge  each  Multiemployer Plan, established or maintained by the
     -
Company  and  its  Subsidiaries,  is  in material compliance with the applicable
provisions  of  ERISA  and  the  Code, and the Company and its Subsidiaries have
filed  all  material reports required to be filed with respect to each such Plan
by  ERISA  and  the  Code.  The  Company  and  its  Subsidiaries  have  met  all
requirements  with  respect  to  funding the Plans imposed by ERISA or the Code.
Since  the  effective  date  of  ERISA,  there  have not been, nor are there now
existing,  any  events or conditions which would permit any Plan and to the best
of  the  Company's  knowledge  any  Multiemployer  Plan  to  be terminated under
circumstances which would cause the Lien provided under Section 4068 of ERISA to
     attach  to  the  Property of the Company or any of its Subsidiaries.  Since
the  effective  date  of  ERISA,  no  reportable event as defined in Title IV of
ERISA, which constitutes grounds for the termination of any Plan and to the best
of  the  Company's knowledge any Multiemployer Plan, has occurred and no Plan or
any  related  trust  has  been terminated in whole or in part which would have a
Material  Adverse  Effect.
1.2  PUBLIC UTILITY HOLDING COMPANY ACT.4.15  PUBLIC UTILITY HOLDING COMPANY ACT
     ----------------------------------
     The  Company  is  a public utility holding company under the Public Utility
Holding  Company Act of 1935, as amended, (the "Public Utility Act") and each of
its  Subsidiaries  are  "subsidiaries"  of  a "holding company" under the Public
Utility Act.  The Company and its Subsidiaries have filed an exemption statement
under  Section  3(a)(2)  of the Public Utility Act and are therefore exempt from
the  provisions  of  the  Public Utility Act, except for Section 9(a)(2) thereof
(which  prohibits  the  acquisition  of  securities  of  certain  other  utility
companies  without  approval  of  the  Securities  and  Exchange  Commission).
1.2  APPROVALS.4.16  APPROVALS  The  Company  has  obtained  all authorizations,
     ---------
approvals  or  consents  of  and  made  all  filings  or  registrations with all
Governmental  Bodies  as are necessary to be obtained or made by the Company for
the  execution,  delivery or performance by the Company of this Agreement or the
Notes  and all such authorizations, approvals and consents are in full force and
effect,  provided  that  the consent of the VPSB (or a determination by the VPSB
that  no  such  consent  is required) may be necessary for the conversion of the
Revolving  Credit  Loans  into  the  Term  Loans.
1.2  RESERVED4.17  RESERVED.
     --------              -
1.2  NO  ADVERSE CHANGE OR EVENT.4.18  NO ADVERSE CHANGE OR EVENT Except for the
     ---------------------------
matters  set  forth  in  the  Designated  Documents, since December 31, 2003, no
change in the business, assets, liabilities, condition (financial or otherwise),
     results  of  operations  or business prospects of the Company has occurred,
including,  without  limitation  as a result of any decision of any Governmental
Body,  and  no  event  has  occurred  or  failed  to  occur,  including, without
limitation as a result of any decision of any Governmental Body, that has had or
would  reasonably  be  expected to have, either alone or in conjunction with all
other  such  changes,  events and failures, a Material Adverse Effect on (a) the
Company  or  (b)  any  Loan  Document.
2.  CONDITIONS  OF BORROWING - FIRST BORROWING AND EFFECTIVE DATE.5.  CONDITIONS
-----------------------------------------------------------------
OF  BORROWING  -  FIRST  BORROWING  AND  EFFECTIVE  DATE  In  addition  to  the
requirements  set forth in paragraph 6, the obligations of the Banks to make the
first  Revolving  Credit  Loans on the initial Borrowing Date are subject to the
fulfillment  of the conditions precedent set forth in paragraphs 5.1 through 5.6
below.
     1.2  EVIDENCE  OF  CORPORATE  ACTION.5.1  EVIDENCE  OF CORPORATE ACTION The
          -------------------------------
Agent  shall  have  received  a  certificate,  dated  the Effective Date, of the
Secretary  or  an  Assistant  Secretary  of the Company (i) attaching a true and
complete  copy  of  the  resolutions of its Board of Directors (or its Executive
Committee,  if  so authorized under the By-Laws) and of all documents evidencing
other  necessary  corporate  action  (in  form and substance satisfactory to the
Agent  and to Special Counsel) taken by the Company to authorize this Agreement,
the  Notes  and  the borrowings hereunder, provided that the consent of the VPSB
(or  a  determination  by  the  VPSB  that  no  such consent is required) may be
necessary  for the conversion of the Revolving Credit Loans into the Term Loans,
(ii)  attaching  a  true and complete copy of the Charter and the By-Laws of the
Company,  and  (iii)  setting forth the incumbency of the officer or officers of
the  Company  who  sign this Agreement and the Revolving Credit Notes, including
therein  a  signature  specimen  of  such  officer  or officers, together with a
certificate of the Secretary of State of Vermont as to the good standing of, and
the payment of franchise taxes therein by, the Company, together with such other
documents  as  the  Agent  or  Special  Counsel  shall  reasonably  require.
1.2  REVOLVING  CREDIT  NOTES.5.2  REVOLVING  CREDIT  NOTES The Agent shall have
     ------------------------
received and be in possession of the Revolving Credit Notes executed by the duly
     authorized  officer  or  officers  of  the  Company.
1.2  RESERVED5.3  RESERVED.
     --------
1.2  OPINION  OF  COUNSEL  TO THE COMPANY.5.4  OPINION OF COUNSEL TO THE COMPANY
     ------------------------------------
The  Agent  shall  have  received  the  opinion  of Sheehey Furlong & Behm P.C.,
counsel  to the Company, or its successor, if any, addressed to the Banks and to
the  Agent,  dated the Effective Date, substantially in the form of Exhibit G-l.
                                                                    -----------
1.2  FEES.5.5  FEES  The  fees of Special Counsel and the Closing Fee shall have
     ----
been  paid,  together  with  any portion of the Agent's Fees that is required to
have  been  paid  on  the  Effective  Date.
1.2  CONSENTS,  LICENSES.5.6  CONSENTS, LICENSES The Agent shall have received a
     -------------------
certificate  of  the  Secretary  of  the  Company  to  the  effect that no other
consents,  approvals or licenses are necessary in connection with the borrowings
hereunder, provided that the consent of the VPSB (or a determination by the VPSB
     that  no  such  consent is required) may be necessary for the conversion of
the  Revolving  Credit  Loans  into  the  Term  Loans.
2.  CONDITIONS  OF  BORROWING  - ALL BORROWINGS.6  CONDITIONS OF BORROWING - ALL
-----------------------------------------------
BORROWINGS  The  obligations  of  the  Banks to make all Loans hereunder on each
--
Borrowing  Date  (including,  without limitation, the Revolving Credit Loans and
--
the  conversion  of  the  Revolving  Credit Loans to Term Loans on the Term Loan
--
Conversion  Date)  are  subject  to  the fulfillment of the following conditions
--
precedent:
--
     1.2  COMPLIANCE.6.1  COMPLIANCE  On  each  Borrowing Date, and after giving
          ----------
effect  to the Loans to be made on such date (a) the Company and each Subsidiary
shall  be  in compliance with all of the terms, covenants and conditions of this
Agreement,  (b)  there  shall exist no Event of Default, (c) the representations
and  warranties contained in this Agreement, or otherwise in writing made by the
Company  in  connection  herewith  shall  be  true  and  correct in all material
respects  with the same effect as though such representations and warranties had
been  made  on such Borrowing Date (except such thereof as specifically refer to
an  earlier date), and (d) no event shall have occurred or failed to occur, that
has  had or would reasonably be expected to have, either alone or in conjunction
with  all  other  such  events and failures, a Material Adverse Effect since the
last  Borrowing  Date.
1.2  LOAN CLOSINGS.6.2  LOAN CLOSINGS All documents required by paragraphs 5 and
     -------------
     6  of  this  Agreement  to  be executed and/or delivered to the Agent on or
before  the  applicable Borrowing Date shall have been executed and delivered at
the  office  of  the Agent set forth in paragraph 11 on or before such Borrowing
Date.
1.2  APPROVAL  OF  COUNSEL.6.3  APPROVAL  OF  COUNSEL  All  legal  matters  in
     ---------------------
connection  with  the  making  of  each  Loan  on  the  Borrowing  Date shall be
     ----
reasonably  satisfactory  to  such  counsel  with  whom  the  Agent  may deem it
     ----
necessary  to  consult.
     ---
1.2  BORROWING  REQUEST.6.4  BORROWING  REQUEST  The Agent shall have received a
     ------------------
Borrowing  Request  duly  executed  by the chief financial officer (or the chief
executive  officer or controller, in the absence of the chief financial officer)
of  the  Company.
1.2  OTHER  DOCUMENTS.6.5  OTHER  DOCUMENTS  The  Agent shall have received such
     ----------------
other  documents  as  the  Agent  shall  reasonably  require.
2.  AFFIRMATIVE  COVENANTS.7  AFFIRMATIVE  COVENANTS
--------------------------
     The Company covenants and agrees that on and after the Effective Date until
the  later  of  the termination of the Commitments or the payment in full of the
Notes and the performance by the Company of all other obligations of the Company
hereunder,  unless  the  Agent shall otherwise consent in writing as provided in
paragraph  13,  the  Company  will:
     1.2  CORPORATE  EXISTENCE.7  CORPORATE  EXISTENCE  Maintain  its  corporate
          --------------------
existence,  in  good  standing  in  the  jurisdiction  of  its  incorporation or
organization  and  in  each  other  jurisdiction  in  which the character of the
Property  owned or leased by it therein or the transaction of its business makes
such qualification necessary, except as otherwise expressly permitted hereunder.
1.2  TAXES.7.2  TAXES  Pay  and  discharge  when  due all taxes, assessments and
     -----
governmental  charges  and levies upon the Company, and upon the income, profits
and  Property  of  the  Company,  which  if unpaid would have a Material Adverse
Effect  or  become  a  Lien not permitted under paragraph 8.2, unless and to the
extent  only  that  such  taxes,  assessments,  charges and levies, (a) shall be
contested  in  good faith and by appropriate proceedings diligently conducted by
the  Company, provided that such reserve or other appropriate provision, if any,
as  shall  be required in accordance with GAAP shall have been made therefor, or
(b)  are  not  in the aggregate material to the financial condition, Property or
operations  of  the  Company.
1.2  INSURANCE.  7.3  INSURANCE  Maintain  insurance  with  financially  sound
     ---------
insurance  carriers  on  such  of  its Property in such amounts, subject to such
     --
deductibles  and  self-insured  amounts and against such risks as is customarily
maintained  by  similar  businesses,  including,  without  limitation,  public
liability,  workers'  compensation  and  employee  fidelity  insurance.
     1.2  PAYMENT OF INDEBTEDNESS AND PERFORMANCE OF OBLIGATIONS.7.4  PAYMENT OF
          ------------------------------------------------------
INDEBTEDNESS  AND  PERFORMANCE  OF OBLIGATIONS Pay and discharge promptly as and
when  due  all  lawful indebtedness, obligations and claims for labor, materials
and supplies or otherwise (including, without limitation, Funded Debt) which, if
unpaid,  would  (a)  have  a  Material  Adverse Effect, or (b) become a Lien not
permitted  by  paragraph 8.2, provided that the Company shall not be required to
pay  and  discharge  or  cause  to be paid and discharged any such indebtedness,
obligation  or  claim so long as the validity thereof shall be contested in good
faith  and  by  appropriate proceedings diligently conducted by the Company, and
further  provided  that  such reserve or other appropriate provision as shall be
required  in  accordance  with  GAAP  shall  have  been  made  therefor.
     1.2  OBSERVANCE  OF  LEGAL  REQUIREMENTS;  ERISA.  7.5  OBSERVANCE OF LEGAL
          --------------------------------------------  ------------------------
REQUIREMENTS;  ERISAObserve and comply, and cause each Subsidiary to observe and
   -----------------
comply,  in  all  material  respects  with  all  laws  (including  ERISA and all
Environmental  Laws),  ordinances,  orders,  judgments,  rules,  regulations,
certifications,  franchises,  permits,  licenses, directions and requirements of
all Governmental Bodies, which now or at any time hereafter may be applicable to
the  Company  or  such  Subsidiary,  a  violation of which would have a Material
Adverse  Effect  upon  the Company, except such thereof as shall be contested in
good faith and by appropriate proceedings diligently conducted by the Company or
such  Subsidiary,  provided that such reserve or other appropriate provision, if
any, as shall be required in accordance with GAAP shall have been made therefor.
     1.2  FINANCIAL  STATEMENTS  AND OTHER INFORMATION.7.6  FINANCIAL STATEMENTS
          --------------------------------------------
AND  OTHER  INFORMATION  Furnish  to  the  Agent  and  the  Banks:
vi.     as  soon as available, but in no event more than 90 days after the close
of  each  fiscal year of the Company, copies of its audited Consolidated Balance
Sheet  and  the related audited Consolidated Statements of Income, Shareholders'
Equity  and  Changes in Financial Position for such fiscal year setting forth in
each case in comparative form the corresponding figures for the preceding fiscal
     year  all  reported  by  the Accountants which report shall state that said
financial  statements  fairly  present  the  financial  position  and results of
operations  of  the  Company as at the end of and for such fiscal year except as
specifically  stated  therein,  as  of  and through the end of such fiscal year,
prepared  in  accordance  with  GAAP  and  accompanied  by a report with respect
thereto  of the Accountants, together with a certificate signed on behalf of the
Company  by  the  principal  financial officer thereof to the effect that having
read  this Agreement, and based upon an examination which in the opinion of such
officer was sufficient to enable such officer to make an informed statement, (x)
such  statements  fairly  present  the  financial  position  and  results of the
operations  of  the  Company and its Subsidiaries on a Consolidated basis to the
best  of  such  officer's  knowledge,  and  (y)  nothing  came to such officer's
attention  which  caused  such  officer  to believe that an Event of Default has
occurred, or if an Event of Default has occurred, stating the facts with respect
thereto  and  whether  the  same  has  been  cured  prior  to  the  date of such
certificate,  and,  if  not,  what  action  is proposed to be taken with respect
thereto;
     (f)  as  soon  as  available,  but  in no event more than 45 days after the
close  of  each  quarter  (except  the  last quarter) of each fiscal year of the
Company  a  Consolidated Balance Sheet and Consolidated Statements of Income and
Changes  in  Financial  Position  of  the Company and its Subsidiaries as of and
through the end of such quarter, together with a certificate signed on behalf of
the Company by the principal financial officer thereof to the effect that having
read  this Agreement, and based upon an examination which in the opinion of such
officer was sufficient to enable such officer to make an informed statement, (x)
such  statements  fairly  present  the  financial  position  and  results of the
operations  of  the  Company and its Subsidiaries on a Consolidated basis to the
best  of  such  officer's  knowledge,  and  (y)  nothing  came to such officer's
attention  which  caused  such  officer  to believe that an Event of Default has
occurred, or if an Event of Default has occurred, stating the facts with respect
thereto  and  whether  the  same  has  been  cured  prior  to  the  date of such
certificate,  and,  if  not,  what  action  is proposed to be taken with respect
thereto;
(f)  prompt  notice  if:  (x)  any  obligation  of  the  Company (other than its
obligations  under  this  Agreement  or  the  Notes)  for a payment in excess of
$500,000  of any Funded Debt is not paid when due or within any grace period for
the  payment thereof or is declared or shall become due and payable prior to its
stated  maturity,  or  (y)  to  the knowledge of any Authorized Signatory of the
Company there shall occur and be continuing an event which constitutes, or which
with  the  giving  of  notice or the lapse of time, or both, would constitute an
event  of default (or, in the case of this Agreement, an Event of Default) under
any  agreement  with  respect  to  Funded  Debt  of  the Company (including this
Agreement);
(f)  prompt  written  notice in the event that (i) the Company or any Subsidiary
shall  fail  to  make  any  payments  when  due  and  payable  under any Plan or
Multiemployer  Plan,  or (ii) the Company or any Subsidiary shall receive notice
from the Internal Revenue Service or the Department of Labor that the Company or
such  Subsidiary  shall  have failed to meet the minimum funding requirements of
any  Plan  or  Multiemployer  Plan,  including  therewith a copy of such notice;
(f)  promptly  upon  becoming  available,  copies  of  all  regular, periodic or
special  reports  or  other material which may be filed with or delivered by the
Company  to  the  Securities  and Exchange Commission, or any other Governmental
Body  succeeding  to  the  functions  thereof;
(f)  prompt  written  notice  in  the event the Debt Rating of the Company shall
change  or  the  Company  shall  have  no  Debt  Rating;
(f)  prompt  written  notice  and  a copy of any Environmental Notice excluding,
however,  any  such Environmental Notices relating to the Pine Street canal site
in  Burlington,  Vermont  (the  "Pine  Street  Site")  if  the  effect  of  such
Environmental  Notice  relating  to the Pine Street Site (i) does not change the
status  of the Pine Street Site as it exists as of the date hereof as it relates
to  the  Company  and  (ii)  would  not  have  a  Material  Adverse  Effect;
(f)  a  certificate of the Company, dated the date of each such annual report or
quarterly  report  required pursuant to paragraphs 7.6(a) and (b), and signed on
behalf  of  the  Company  by  the  President,  chief  financial  officer,  chief
accounting  officer  or  Treasurer,  which  sets forth all relevant calculations
needed  to  determine  whether  the  Company is in compliance with paragraph 8.8
hereof,  which calculations are based on the most recent fiscal quarter required
to  be  supplied  pursuant  to  paragraphs  7.6(a)  and  (b);  and
(f)  such  other  information and reports relating to the affairs of the Company
and  its Subsidiaries, as the Agent or any Bank at any time or from time to time
may  reasonably  request.
     1.2  INSPECTION.7.7  INSPECTION  Permit representatives of the Agent or any
          ----------
Bank  to  visit  the  offices  of  the Company, to examine the books and records
thereof  and to make copies or extracts therefrom, and to discuss the affairs of
the  Company  with  the  officers, including the financial officers, thereof, at
reasonable  times,  at  reasonable  intervals  and with reasonable prior notice.
2.  NEGATIVE  COVENANTS.8  NEGATIVE  COVENANTS  The Company covenants and agrees
-----------------------
that  from  the  Effective Date until the later of the termination of all of the
--
Commitments  or  the  payment in full of all of the Notes and the performance by
--
the  Company of all other obligations of the Company hereunder, unless the Agent
--
shall otherwise consent in writing as provided in paragraph 13, the Company will
not:
     1.2  FUNDED  DEBT.8.1  FUNDED  DEBT  Create,  incur,  assume,  guarantee or
          ------------
suffer  to  exist  any Short-Term Funded Debt (excluding the Loans) in excess of
$500,000,  individually  or  in the aggregate, excluding, however, the Company's
payment obligations meeting the capital lease accounting requirements under SFAS
13  pursuant  to certain thirty-year support agreements among the Company, VELCO
and other New England Power Pool members and Hydro-Quebec in connection with the
construction  of the second phase of the interconnection between the New England
electric  systems  and  that  of Hydro-Quebec, other than Short-Term Funded Debt
permitted  or  allowed  in  connection with the provisions of the First Mortgage
Bonds specifically relating to restrictions on Funded Debt, which provisions are
incorporated  by  reference  herein  as  if  fully  set  forth  herein.
1.2  LIENS.8.2  LIENS Create, incur, assume or suffer to exist any Lien upon any
     -----
     of  its  Property,  whether  now owned or hereafter acquired, to secure any
indebtedness or other obligation,  except for Liens arising under the Additional
First  Mortgage  Bonds  and  Liens  existing as of April 13, 1998 and arising in
connection  with  the  First  Mortgage  Bonds,  except  for  the  following:
     (i)  materialmens',  mechanics',  suppliers',  tax  and  other  like  Liens
arising  in  the  ordinary course of business securing obligations which are not
overdue,  or  if  overdue  are  being  contested  in  good  faith by appropriate
proceedings  and  then  only to the extent that the Company has set aside on its
books  adequate  reserves therefor in accordance with GAAP and such contest does
not  have  a  Material Adverse Effect; Liens arising in connection with workers'
compensation,  unemployment  insurance,  and appeal and release bonds, and other
Liens  incident  to  the  conduct  of  business or the operation of property and
assets  and  not  incurred  in  connection  with the obtaining of any advance or
credit  and  which  Liens  do not, or would not, have a Material Adverse Effect;
(i)  Liens  arising  out of judgments or awards against the Company with respect
to  which  at the time an appeal or proceeding for review is being prosecuted in
good  faith  and  with  respect to which there shall have been secured a stay of
execution  pending  such appeal or proceeding for review and which Liens do not,
or  would  not,  have  a  Material  Adverse  Effect;  and
(i)  any  other  Liens  not  in  excess  of  $500,000  in  the  aggregate.
     1.2  MERGERS  AND  CONSOLIDATIONS.8.3  MERGERS  AND  CONSOLIDATIONS67
          ----------------------------
Consolidate  with  or  merge  into  any  other  Person.
1.2  SALE  OF PROPERTY.8.4  SALE OF PROPERTY Sell, lease or otherwise dispose of
     -----------------
any  significant  part of its Property (including, without limitation, the right
to  receive  income),  except  (i)  in  the ordinary course of business and (ii)
obsolete  or worn out Property which is no longer used or useful to the Company.
1.2  DIVIDENDS;  DISTRIBUTIONS.8.5  DIVIDENDS;  DISTRIBUTIONS Declare or pay any
     -------------------------
dividends  (other  than  dividends  payable  in  shares  of  common stock of the
Company)  on,  or  make  any other distribution in respect of, any shares of any
class  of  capital  stock of the Company, or apply any of its property or assets
to,  or  set  aside  any  sum  for,  the  payment, purchase, redemption or other
acquisition  or  retirement  of, any shares of any class of capital stock of the
Company,  if,  after  giving  effect to such dividend or other distribution, the
result  of  such  dividend  or  other distribution would have a Material Adverse
Effect.
1.2  GUARANTIES.8.6  GUARANTIES Except as set forth in the Financial Statements,
     ----------
     guarantee,  endorse  or  otherwise  in any way become or be responsible for
obligations  of  any  other  Person  (including  without limitation any officer,
director,  employee  or stockholder of the Company) in excess of $500,000 in the
aggregate, whether by agreement to purchase the indebtedness of any other Person
or  through  the  purchase  of  goods,  supplies  or services, or maintenance of
working  capital  or  other  balance sheet covenants or conditions, or by way of
stock  purchase, capital contribution, advance or loan for the purpose of paying
or discharging any indebtedness or obligation of such other Person or otherwise,
unless the same is permitted or allowed in connection with the provisions of the
First  Mortgage  Bonds  specifically  relating to the same, which provisions are
incorporated  by  reference  herein  as  if  fully  set  forth  herein.
1.2  AMENDMENT  OF CHARTER OR BY-LAWS.8.7  AMENDMENT OF CHARTER OR BY-LAWS Amend
     --------------------------------
its  Charter  or By-Laws or change its fiscal year end if the result of any such
amendment  or  change in its fiscal year end would adversely affect or otherwise
impair  the  rights  and remedies of the Banks hereunder or under any other Loan
Document.
1.2  FUNDED  DEBT TO CAPITALIZATION TEST.8.8  FUNDED DEBT TO CAPITALIZATION TEST
     -----------------------------------
     Permit  the  total  amount  of Funded Debt to exceed sixty percent (60%) of
Total  Capitalization.
2.  EVENTS  OF  DEFAULT.9  EVENTS OF DEFAULT The following shall each constitute
    -------------------
an  Event  of  Default  hereunder:
     (f)  the  failure  of  the  Company to pay (i) any amounts of principal due
hereunder  or under the Notes when such amounts are due or declared due, or (ii)
any other amounts, including interest and fees, due hereunder or under the Notes
within five (5) Business Days after such amounts are due or declared due, in any
case  whether  at  stated  maturity  by  acceleration  or  otherwise;
(f)  the  failure of the Company to observe or perform any covenant or agreement
contained  in  paragraph 8 and, with respect to paragraph 8.2 only, such failure
shall have continued unremedied for a period of five (5) Business Days after the
Company  knows,  or  should  have  known,  of  such  default;  or
(f)  the  failure of the Company to observe or perform any other term, covenant,
or  agreement  contained in this Agreement and such failure shall have continued
unremedied for a period of 10 days after written notice, specifying such failure
and  requiring  it  to  be remedied, shall have been given to the Company by the
Agent;  or
(f)  any  material representation or warranty made herein or in any certificate,
report,  or  notice delivered or to be delivered by the Company pursuant hereto,
shall  prove  to  have  been  incorrect  in  any  material respect when made; or
(f)  if  the  Company  shall default (as principal or guarantor, surety or other
obligor)  in the payment of any principal of, or premium, if any, or interest on
any  Funded  Debt in excess of $1,000,000 (other than its obligations under this
Agreement and the Notes), or with respect to any of the terms of any evidence of
such  indebtedness  or of any agreement relating thereto, and such default shall
entitle  the  holder  of  such  indebtedness to accelerate the maturity thereof,
unless,  in  the  case  of  any  non-payment  default,  such  default  has  been
affirmatively  waived  by  or  on  behalf of the holder of such indebtedness; or
(f)  the Company shall (i) make an assignment for the benefit of creditors, (ii)
admit  in writing its inability to pay its debts as they become due or generally
fail  to  pay  its  debts as they become due, (iii) file a voluntary petition in
bankruptcy,  (iv) become insolvent (however such insolvency shall be evidenced),
(v)  file  any  petition  or  answer  seeking  for  itself  any  reorganization,
arrangement,  composition,  readjustment  of debt, liquidation or dissolution or
similar  relief  under  any  present or future statute, law or regulation of any
jurisdiction,  (vi) petition or apply to any tribunal for any trustee, receiver,
custodian,  liquidator or fiscal agent for any substantial part of its Property,
(vii)  be  the  subject of any proceeding referred to in clause (vi) above or an
involuntary  bankruptcy petition filed against it which remains undischarged for
a  period  of  60  days,  (viii) file any answer admitting or not contesting the
material  allegations  of  any  such petition filed against it, or of any order,
judgment  or  decree  approving such petition in any such proceeding, (ix) seek,
approve,  consent to, or acquiesce in any such proceeding, or in the appointment
of  any trustee, receiver, custodian, liquidator, or fiscal agent for it, or any
substantial  part  of  its  Property, or an order is entered appointing any such
trustee,  receiver, custodian, liquidator or fiscal agent and such order remains
in  effect  for 60 days, (x) take any formal action for the purpose of effecting
any of the foregoing or looking to the liquidation or dissolution of the Company
or  (xi)  suspend  or  discontinue  its  business (except as otherwise expressly
permitted  herein);  or
(f)  an  order  for relief is entered under the United States bankruptcy laws or
any  other  decree  or  order  is  entered  by  a  court having jurisdiction (i)
adjudging  the  Company  a  bankrupt or insolvent, or (ii) approving as properly
filed a petition seeking reorganization, liquidation, arrangement, adjustment or
composition  of  or in respect of the Company under the United States bankruptcy
laws  or  any  other  applicable  Federal  or  state  law, or (iii) appointing a
trustee,  receiver,  custodian,  liquidator,  or  fiscal agent (or other similar
official)  of  the  Company  or of any substantial part of its Property, or (iv)
ordering  the  winding  up  or  liquidation  of  the  affairs of the Company; or
(f)  judgments  or  decrees  against  the Company in excess of $3,000,000 in the
aggregate (excluding such judgments or decrees which are insured and as to which
the  insurer  has  admitted  liability)  or for an aggregate amount in excess of
$6,000,000  (whether  or  not  insured) shall remain unpaid, unstayed on appeal,
undischarged,  unbonded  or  undismissed  for  a  period  of  30  days;  or
(f)  any  fact  or  circumstance,  including  any Reportable Event as defined in
Title IV of ERISA, at a time when there exists an underfunding of the Plan in an
amount  in  excess of $500,000, which constitutes grounds for the termination of
any Plan by the PBGC or for the appointment of a trustee to administer any Plan,
shall  have  occurred  and  be  continuing  for  a  period  of  30  days;  or
(f)  the  occurrence  of  a  Material  Adverse  Change;  or
(f)  the  occurrence  of  any  Event  of Default (other than an Event of Default
which  is  waived  by the party or parties entitled to take remedial action upon
the  occurrence of such Event of Default) under any of the other Loan Documents,
or  any  other  document  or  instrument evidencing, securing or relating to the
liabilities  or obligations of the Company to the Banks hereunder or thereunder.
     Upon the occurrence and during the continuance of an Event of Default under
this  paragraph  9,  the  Agent,  upon  the request of the Majority Banks, shall
notify the Company that the Commitments have been terminated and that the Notes,
all  accrued  interest  thereon and all other amounts owing under this Agreement
are  immediately  due and payable, provided that upon the occurrence of an event
specified  in  paragraphs  9(f)  or  9(g),  the  Commitments shall automatically
terminate  and  the  Notes (with accrued interest thereon) and all other amounts
owing  under  this  Agreement  shall  become immediately due and payable without
notice  to  the  Company.  Except  for any notice expressly provided for in this
paragraph  9,  the  Company  hereby  expressly  waives  any presentment, demand,
protest,  notice  of  protest  or  other notice of any kind.  The Company hereby
further expressly waives and covenants not to assert any appeasement, valuation,
stay,  extension,  redemption  or  similar laws, now or at any time hereafter in
force  which  might  delay,  prevent  or  otherwise  impede  the  performance or
enforcement  of  this  Agreement  or  the  Notes.
In  the  event  that  the  unpaid  principal  balance  of the Notes, all accrued
interest  thereon  and  all  other amounts owing under this Agreement shall have
been  declared  due  and payable pursuant to the provisions of this paragraph 9,
the  Agent  may,  and,  upon  (i) the request of the Majority Banks and (ii) the
providing by all of the Banks to the Agent of an indemnity in form and substance
satisfactory to the Agent in accordance with paragraph 10.3 against all expenses
and  liabilities,  shall,  proceed  to  enforce the rights of the holders of the
Notes  by  suit  in  equity, action at law and/or other appropriate proceedings,
whether  for  payment  or  the specific performance of any covenant or agreement
contained  in  this  Agreement  or  the  Notes.  The Agent shall be justified in
failing  or  refusing to take any action hereunder and under the Notes unless it
shall  be  indemnified  to  its  reasonable  satisfaction  by the Banks pro rata
according  to  the  aggregate outstanding principal balance of the Notes against
any  and  all  liabilities and expenses which may be incurred by it by reason of
taking  or  continuing  to  take  any such action.  In the event that the Agent,
having  been  so  indemnified,  or  not  being  indemnified  to  its  reasonable
satisfaction,  shall fail or refuse so to proceed, any Bank shall be entitled to
take  such  action  as it shall deem appropriate to enforce its rights hereunder
and  under its Notes with the consent of the Majority Banks, it being understood
and  intended  that  no  one  or more of the holders of the Notes shall have any
right  to  enforce payment thereof except as provided in this paragraph 9 and in
paragraph  12.
If  an  Event  of Default shall have occurred and shall be continuing, the Agent
may,  and  at  the  request  of the Majority Banks shall, notify the Company (by
telephone  or  otherwise)  that  all or such lesser amount as the Majority Banks
shall  designate of the outstanding LIBOR Loans automatically shall be converted
to  Alternate  Base  Rate  Loans,  in which event such LIBOR Loans automatically
shall  be  converted  to  Alternate  Base  Rate Loans on the date such notice is
given.  If  such  notice  is given, notwithstanding anything in paragraph 2.7 to
the contrary, no Alternate Base Rate Loan may be converted to a LIBOR Loan if an
Event  of  Default  has occurred and is continuing at the time the Company shall
notify  the  Agent  of  its  election  to  so  convert.
2.  THE  AGENT.10  THE  AGENT  The  Banks  and  the  Agent  agree  by  and among
    ----------
themselves  that:
    ----
     1.2  APPOINTMENT.10.1  APPOINTMENT FNB is hereby irrevocably designated the
          -----------
Agent  by  each of the other Banks to perform such duties on behalf of the other
Banks  and  itself,  and to have such powers, as are set forth herein and as are
reasonably  incidental  thereto.
1.2  DELEGATION  OF  DUTIES,  ETC.10.2  DELEGATION OF DUTIES, ETC. The Agent may
     ----------------------------
execute  any  duties  and  perform  any powers hereunder by or through agents or
employees,  and  shall  be  entitled  to  consult  with  legal  counsel  and any
accountant or other professional selected by it.  Any action taken or omitted to
     be  taken  or  suffered  in  good faith by the Agent in accordance with the
opinion  of  such  counsel  or  accountant  or  other professional shall be full
justification  and  protection  to  the  Agent.
1.2  INDEMNIFICATION.10.3  INDEMNIFICATION  The  Banks  agree  to  indemnify the
--------------------
Agent  in its capacity as such, to the extent not reimbursed by the Company, pro
----
rata  according  to  their  respective Commitments, from and against any and all
claims, liabilities, obligations, losses, damages, penalties, actions, judgment,
     suits,  costs,  expenses  or disbursements of any kind or nature whatsoever
which  may  be imposed on, incurred by, or asserted against the Agent in any way
relating to or arising out of this Agreement or the Notes or any action taken or
omitted  to  be  taken  or  suffered  in  good  faith  by the Agent hereunder or
thereunder,  provided that no Bank shall be liable for any portion of any of the
foregoing items resulting from the gross negligence or willful misconduct of the
Agent.  Without  limitation  of the foregoing, each Bank agrees to reimburse the
Agent  promptly  for its pro-rata share of any reasonable out-of-pocket expenses
(including  counsel  fees)  incurred  by  the  Agent  in  connection  with  the
preparation,  execution,  administration  or  enforcement of, or legal advice in
respect  of  rights  or responsibilities under, this Agreement and the Notes, to
the  extent  that  the Agent, having sought reimbursement for such expenses from
the  Company,  is  not promptly reimbursed by the Company.  Any reference herein
and  in  any document executed in connection herewith, to the Banks providing an
indemnity  in  form  and substance reasonably satisfactory to the Agent prior to
the  Agent taking any action hereunder shall be satisfied by the Banks executing
an  agreement  confirming  their  agreement  to  promptly indemnify the Agent in
accordance  with  this  paragraph  10.3.
1.2  EXCULPATORY  PROVISIONS.10.4  EXCULPATORY PROVISIONS Neither Agent, nor any
     -----------------------
of  its officers, directors, employees or agents, shall be liable for any action
taken  or  omitted  to be taken or suffered by it or them hereunder or under the
Notes,  or in connection herewith or therewith, including without limitation any
action  taken  or  omitted  to  be  taken  in  connection  with  any  telephonic
communication  pursuant  to paragraph 2.3 hereof, except that the Agent shall be
liable  for its own gross negligence or willful misconduct.  The Agent shall not
be  liable  in any manner for the effectiveness, enforceability, collectibility,
genuineness,  validity  or  the due execution of this Agreement or the Notes, or
for  the  due authorization, authenticity or accuracy of the representations and
warranties  contained  herein  or  in  any  other  certificate,  report, notice,
consent,  opinion,  statement,  or  other  document furnished or to be furnished
hereunder,  and  the  Agent  shall be entitled to rely upon any of the foregoing
believed  by  it  to  be genuine and correct and to have been signed and sent or
made  by  the  proper  Person.  The  Agent  shall  not  be  under  any  duty  or
responsibility  to  any  Bank to ascertain or to inquire into the performance or
observance  by  the Company or any Subsidiary of any of the provisions hereof or
of the Notes or of any document executed and delivered in connection herewith or
     therewith.  Each  Bank  expressly  acknowledges that the Agent has not made
any representations or warranties to it and that no act taken by the Agent shall
be deemed to constitute any representation or warranty by the Agent to any Bank.
Each  Bank  acknowledges that it has taken and will continue to take such action
and  has made and will continue to make such investigation as it deems necessary
to  inform  itself  of  the affairs of the Company and each Subsidiary, and each
Bank acknowledges that it has made and will continue to make its own independent
investigation  of  the  creditworthiness  and the business and operations of the
Company  and its Subsidiaries, and that, in entering into this Agreement, and in
agreeing  to  make  its  Loans,  it  has  not  relied and will not rely upon any
information  or  representations  furnished  or  given by the Agent or any other
Bank.
1.2  AGENT  IN  ITS  INDIVIDUAL  CAPACITY.10.5  AGENT IN ITS INDIVIDUAL CAPACITY
     ------------------------------------
With  respect  to  its  Loans  and  any renewals, extensions or deferrals of the
payment  thereof  and any Note issued to or held by it, the Agent shall have the
same  rights  and  powers  hereunder  as  any Bank, and may exercise the same as
though  it  were not the Agent, and the term "Bank" or "Banks" shall, unless the
context  otherwise  requires, include the Agent in its individual capacity.  FNB
and  its  affiliates  may accept deposits from, lend money to, act as trustee or
other fiduciary in connection with transactions, including, without, limitation,
     interest  rate  hedging agreements or instruments, involving, and otherwise
engage  in  any  business with the Company and its affiliates and any Person who
may  do  business  with or own securities of the Company or any affiliate of the
Company,  all  as if FNB were not the Agent hereunder and without any obligation
to  account  or  report  therefor  to  any  Bank.
1.2  KNOWLEDGE  OF DEFAULT.10.6  KNOWLEDGE OF DEFAULT It is expressly understood
     ---------------------
and  agreed  that the Agent shall be entitled to assume that no Event of Default
has  occurred  and  is  continuing,  unless  the  offices  of  the Agent who are
responsible for matters concerning this Agreement shall have actual knowledge of
     such  occurrence or shall have been notified in writing by a Bank that such
Bank  considers  that  an  Event  of  Default has occurred and is continuing and
specifying  the  nature  thereof.
     In the event the Agent shall have acquired actual knowledge of any Event of
Default,  it  shall  promptly  give  notice  thereof  to  the  Banks.
     1.2  RESIGNATION  OF  AGENT.10.7  RESIGNATION  OF AGENT2 If at any time the
          ----------------------
Agent  deems  it advisable, in its sole discretion, it may submit to each of the
Banks  a  written notification of its resignation as Agent under this Agreement,
such  resignation to be effective on the earlier to occur of (a) the forty-fifth
(45th)  day after the date of such notice or (b) the date upon which a successor
Agent  accepts  its  appointment  as  successor  Agent.  If  the  Agent  resigns
hereunder,  the  Company shall have the right to appoint, with the prior written
approval  of  the  Banks,  which  approval shall not be unreasonably withheld, a
successor Agent hereunder, provided, however that upon the occurrence and during
the  continuance  of  an  Event  of  Default,  the Banks shall have the right to
appoint  such  successor  Agent hereunder without the consent or approval of the
Company.  The  successor  Agent  shall  be  a commercial bank or other financial
institution  organized  under the laws of the United States of America or of any
State  thereof  and  having  a  combined  capital  and  surplus  of  at  least
$100,000,000.  Upon  the  acceptance  of any appointment as Agent hereunder by a
successor  Agent,  such  successor  Agent  shall thereupon succeed to and become
vested  with  all  the  rights,  powers,  privileges  and  duties  of  the Agent
hereunder,  and  the  retiring Agent shall be discharged from any further duties
and  obligations  under  this  Agreement.  The  Company  and  the Banks agree to
execute  such documents as shall be necessary to effect such appointment.  After
the  retiring  Agent's  resignation or removal hereunder, the provisions of this
paragraph 10 shall inure to its benefit as to any actions taken or omitted to be
taken  by  it  while  the  Agent under this Agreement.  If at any time hereunder
there shall not be a duly appointed and acting Agent, the Company agrees to make
each  payment  due  hereunder and under the Notes directly to the Banks entitled
thereto.
1.2  REQUESTS  TO  THE  AGENT.10.8  REQUESTS  TO THE AGENT Whenever the Agent is
     ------------------------
authorized  and  empowered hereunder on behalf of the Banks to give any approval
or consent, or to make any request, or to take any other action on behalf of the
     Banks,  the Agent shall be required to give such approval or consent, or to
make such request or to take such other action only when so requested in writing
by  the  Majority  Banks  subject,  however,  to the provisions of paragraph 13.
2.  NOTICES.11  NOTICES
-----------
     1.2  MANNER  OF  DELIVERY.11.1  MANNER  OF  DELIVERY  Except  as  otherwise
          --------------------
specifically  provided  herein,  all notices and demands shall be in writing and
shall  be mailed by certified mail return receipt requested or sent by telegram,
telecopy  or  telex or delivered in person or by nationally recognized overnight
courier, and all statements, reports, documents, consents, waivers, certificates
and  other  papers  required  to  be  delivered  hereunder  shall  be  mailed by
first-class  mail or delivered in person, in each case to the respective parties
to  this  Agreement  as  follows:
     if  to  the  Company,  to:
Green  Mountain  Power  Corporation
163  Acorn  Lane
Colchester,  VT  05446-6611
Attention:  Robert  J.  Griffin,  Treasurer  &  Controller
Telephone:  802-655-8452
Telecopy:  802-655-8550

     with  a  copy  to:
Christopher  Gannon,  Esq.
Sheehey  Furlong  &  Behm  P.C.
30  Main  Street
P.O.  Box  66
Burlington,  Vermont  05402
Telephone:  (802)  864-9891
Telecopy:  (802)  864-6815

     if  to  the  Agent,  to:
Fleet  National  Bank
Specialized  Industries  -  Environmental  and  Power
100  Federal  Street
Mail  Stop:  MA5-100-09-08
Boston,  Massachusetts  02110
Attention:  Meghan  E.  Hinds,  Associate
Telephone:  (617)  434-3154
     Telecopy:  (617)  434-3652
     with  a  copy  to:
Andrew  P.  Strehle,  Esq.
Brown  Rudnick  Berlack  Israels  LLP
One  Financial  Center
Boston,  MA  02111
Telephone:  (617)  856-8200
Telecopy:  (617)  856-8201

     if  to  the  Banks,  to:
Fleet  National  Bank
Specialized  Industries  -  Environmental  and  Power
100  Federal  Street
Mail  Stop:  MA5-100-09-08
Boston,  Massachusetts  02110
Attention:  Meghan  E.  Hinds,  Associate
Telephone:  (617)  434-3154
Telecopy:  (617)  434-3652
     with  a  copy  to:
Andrew  P.  Strehle,  Esq.
Brown  Rudnick  Berlack  Israels  LLP
One  Financial  Center
Boston,  MA  02111
Telephone:  (617)  856-8200
Telecopy:  (617)  856-8201

Sovereign  Bank
175  State  Street,  MA1  SST  04-10
Boston,  MA  02109
Attention:  Robert  D.  Lanigan,  Senior  Vice  President
Telephone:  617-346-7384
Telecopy:  617-346-7350

or  to  such  other  Person  or address as a party hereto shall designate to the
other parties hereto from time to time in writing forwarded in like manner.  Any
notice  or demand given in accordance with the provisions of this paragraph 11.1
shall  be effective when received and any consent, waiver or other communication
given  in  accordance  with  the  provisions  of  this  paragraph  11.1 shall be
conclusively  deemed to have been received by a party hereto and to be effective
on the day on which received by such party at its address specified above or, if
sent by first class mail, on the third Business Day after the day when deposited
in  the  mail,  postage  prepaid,  and  addressed to such party at such address,
provided that a notice of change of address shall be deemed to be effective when
actually  received.
     1.2  DISTRIBUTION  OF  COPIES.11.2  DISTRIBUTION  OF  COPIES  Whenever  the
          ------------------------
Company  is  required to deliver any statement, report, document, certificate or
other paper (other than Borrowing Request or Conversion/Continuation Request) to
the Agent, the Company shall simultaneously deliver a copy thereof to each Bank.
1.2  NOTICES  BY THE AGENT OR A BANK.11.3  NOTICES BY THE AGENT OR A BANK In the
     -------------------------------
event that the Agent or any Bank takes any action or gives any consent or notice
     provided  for  by  this Agreement, notice of such action, consent or notice
shall  be  given forthwith to all the Banks by the Agent or the Bank taking such
action  or  giving such consent or notice, provided that the failure to give any
such  notice  shall not invalidate any such action, consent or notice in respect
of  the  Company.
2.  RIGHT  OF  SET-OFF.12  RIGHT  OF  SET-OFF  Regardless of the adequacy of any
    ------------------
collateral,  upon  the  occurrence  and  during  the continuance of any Event of
Default, each Bank is hereby expressly and irrevocably authorized by the Company
at  any  time  and from time to time, without notice to the Company, to set-off,
appropriate,  and  apply  all  moneys,  securities  and  other  Property and the
proceeds thereof now or hereafter held or received by or in transit to such Bank
from  or  for  the  account  of  the  Company,  whether for safekeeping, pledge,
transmission,  collection  or  otherwise,  and  also  upon  any and all deposits
(general  and  special),  account  balances and credits of the Company with such
Bank  at any time existing against any and all obligations of the Company to the
Banks  and  to each of them arising under this Agreement, the Letters of Credit,
and  the Notes, and the Company shall continue to be liable to each Bank for any
deficiency  with interest at the rate or rates set forth in subparagraph 2.8(b).
Each  of  the  Banks agrees with each other Bank that (a) if an amount to be set
off  is to be applied to any obligations of the Company to such Bank, other than
obligations  evidenced  by  the  Notes  held  by such Bank, such amount shall be
applied  ratably  to  such other obligations and to the obligations evidenced by
all  such  Notes  held  by such Bank and (b) if such Bank shall receive from the
Company,  whether  by  voluntary  payment,  exercise  of  the  right  of setoff,
counterclaim, cross action, enforcement of the claim evidenced by the Notes held
by  such Bank by proceedings against the Company at law or in equity or by proof
thereof  in  bankruptcy,  reorganization,  liquidation,  receivership or similar
proceedings, or otherwise, and shall retain and apply to the payment of the Note
or  Notes  held  by such Bank any amount in excess of its ratable portion of the
payments  received  by all of the Banks with respect to the Notes held by all of
the  Banks, such Bank will make such disposition and arrangements with the other
Banks  with  respect  to  such  excess, either by way of distribution, pro tanto
assignment  of  claims,  subrogation  or  otherwise as shall result in each Bank
receiving  in  respect of the Notes held by each Bank, its proportionate payment
as  contemplated  by  this  Agreement;  provided that if all or any part of such
excess  payment  is  thereafter  recovered  from such Bank, such disposition and
arrangements  shall  be  rescinded and the amount restored to the extent of such
recovery,  but  without  interest.
2.  AMENDMENTS  WAIVERS  AND CONSENTS.13  AMENDMENTS WAIVERS AND CONSENTS Except
    ---------------------------------
as  otherwise  expressly  set  forth  herein,  with  the  written consent of the
Majority Banks, the Agent shall, subject to the provisions of this paragraph 13,
from  time  to time enter into agreements amendatory or supplemental hereto with
the  Company for the purpose of changing any provisions of this Agreement or the
Notes,  or  changing  in  any  manner  the rights of the Banks, the Agent or the
Company  hereunder  and  thereunder, or waiving compliance with any provision of
this Agreement or consenting to the non-compliance thereof.  Notwithstanding the
foregoing, the consent of all of the Banks shall be required with respect to any
amendment,  waiver  or  consent  (i) increasing the Aggregate Commitments or the
Commitment  of  any  Bank,  (ii)  postponing  or  extending the Revolving Credit
Termination  Date or the Maturity Date, or the time of payment of interest on or
principal of, or the principal amount of any Loan, or the time of payment of any
fees  hereunder,  (iii)  decreasing the rate of interest on or the amount of any
fees  hereunder;  or  (iv)  modifying  this  paragraph  13  or the definition of
"Majority  Banks".  Any  such  amendment  or  supplemental  agreement, waiver or
consent  shall  apply  equally  to each of the Banks and shall be binding on the
Company  and all of the Banks and the Agent.  Any waiver or consent shall be for
such  period and subject to such conditions or limitations as shall be specified
therein,  but no waiver or consent shall extend to any subsequent or other Event
of  Default, or impair any right or remedy consequent thereupon.  In the case of
any  waiver or consent, the rights of the Company, the Banks and the Agent under
this  Agreement  and the Notes shall be otherwise unaffected.  Nothing contained
herein  shall  be  deemed to require the Agent to obtain the consent of any Bank
with  respect  to  any  change  in the amount or terms of payment of the Agent's
Fees.  The  Company  shall  be  entitled to rely upon the provisions of any such
amendatory  or  supplemental  agreement,  waiver  or  consent  if  it shall have
obtained  any  of  the  same  in  writing  from the Agent who therein shall have
represented  that  such  agreement,  waiver  or  consent  has been authorized in
accordance  with  the  provisions  of  this  paragraph  13.
2.  OTHER  PROVISIONS.14  OTHER  PROVISIONS
    -----------------
     1.2  NO  WAIVER  OF  RIGHTS  BY  THE BANKS.14.1  NO WAIVER OF RIGHTS BY THE
          -------------------------------------
BANKS  No  failure  on  the part of the Agent or of any Bank to exercise, and no
delay  in  exercising,  any  right  or remedy hereunder or under the Notes shall
operate  as  a waiver thereof, except as provided in paragraph 13, nor shall any
single  or  partial  exercise  by  the Agent or any Bank of any right, remedy or
power  hereunder  or  under  the  Notes  preclude  any  other or future exercise
thereof,  or  the  exercise  of  any  other right, remedy or power.  The rights,
remedies  and  powers  provided  herein  and in the Notes are cumulative and not
exclusive  of  any other rights, remedies or powers which the Agent or the Banks
or  any  holder  of  a  Note  would  otherwise have.  Notice to or demand on the
Company in any circumstance in which the terms of this Agreement or the Notes do
not  require  notice or demand to be given shall  not entitle the Company to any
other  or  further  notice  or  demand  in  similar  or  other  circumstances or
constitute  a waiver of the rights of the Agent or any Bank or the holder of any
Note  to take any other or further action in any circumstances without notice or
demand.
1.2  HEADINGS;  PLURALS.14.2  HEADINGS;  PLURALS  Paragraph  and  subparagraph
     ------------------
headings  have  been  inserted  herein  for  convenience  only  and shall not be
     -
construed  to  be  a  part  of  this  Agreement.  Unless  the  context otherwise
     -
requires,  words  in  the  singular  number include the plural, and words in the
     -
plural  include  the  singular.
1.2  COUNTERPARTS.14.3  COUNTERPARTS  This  Agreement  may  be  executed  in any
     ------------
number  of  counterparts,  each  of  which shall be an original and all of which
shall  constitute  one  agreement.  It shall not be necessary in making proof of
this  Agreement  or  of  any  document  required to be executed and delivered in
connection  herewith  or  therewith  to  produce  or  account  for more than one
counterpart.
1.2  SEVERABILITY.14.4  SEVERABILITY  Every  provision of this Agreement and the
     ------------
Notes  is  intended  to  be  severable,  and  if any term or provision hereof or
thereof shall be invalid, illegal or unenforceable for any reason, the validity,
     legality  and  enforceability of the remaining provisions hereof or thereof
shall  not  be  affected  or impaired thereby, and any invalidity, illegality or
unenforceability  in any jurisdiction shall not affect the validity, legality or
enforceability  of  any  such  term  or  provision  in  any  other jurisdiction.
1.2  INTEGRATION.14.5  INTEGRATION  All  exhibits  to  this  Agreement  shall be
     -----------
deemed  to be a part of this Agreement.  This Agreement, the exhibits hereto and
the Notes embody the entire agreement and understanding between the Company, the
     Agent  and  the Banks with respect to the subject matter hereof and thereof
and  supersede  all prior agreements and understandings between the Company, the
Agent  and  the  Banks  with  respect  to the subject matter hereof and thereof.
1.2  SALES  AND  PARTICIPATIONS  IN  LOANS  AND  NOTES;  SUCCESSORS AND ASSIGNS,
     ---------------------------------------------------------------------------
SURVIVAL  OF  REPRESENTATIONS  AND  WARRANTIES.14.6  SALES AND PARTICIPATIONS IN
     -----------------------------------------
LOANS  AND  NOTES,  SUCCESSORS  AND  ASSIGNS,  SURVIVAL  OF  REPRESENTATIONS AND
WARRANTIES
     (f)  Each  Bank  shall have the right with the prior written consent of the
Company (which consent shall not be unreasonably withheld or delayed), provided,
however, that no such consent shall be required after and during the continuance
of  an  Event  of  Default,  upon written notice to the Agent and the Company to
sell,  assign,  transfer  or  negotiate  all  or  any  part  (but  not less than
$5,000,000,  unless  it  is  such Bank's entire Commitment) of the Loans and the
Notes  and  its  Commitment  to  one or more commercial banks or other financial
institutions including, without limitation, the Banks.  In the case of any sale,
assignment,  transfer  or  negotiation of all or any such part of the Loans, the
Notes,  or  interests  in  respect  of  Letters  of Credit authorized under this
paragraph  14.6(a), the assignee or transferee shall have, to the extent of such
sale,  assignment,  transfer  or  negotiation,  the  same  rights,  benefits and
obligations as it would if it were a Bank hereunder and a holder of such Note or
interests  in  respect  of Letters of Credit, including, without limitation, (x)
the right to approve or disapprove of actions which in accordance with the terms
hereof,  require  the  approval of the Majority Banks (y) the obligation to fund
Loans  directly  to  the Agent pursuant to paragraph 2.3; and (z) obligations in
respect  of  Letters  of  Credit  under  paragraph  2.2.
(f)  Notwithstanding  paragraph  14.6(a),  each Bank may grant participations in
all  or  any  part  of  its Loans, Notes, and interests in respect of Letters of
Credit  to one or more commercial banks, insurance companies, or other financial
institutions,  pension  funds  or  mutual  funds;  provided  that  (i)  any such
disposition shall not, without the prior written consent of the Company, require
the  Company  to  file a registration statement with the Securities and Exchange
Commission or apply to qualify the Loans, Notes, interests in respect of Letters
of  Credit  under the blue sky laws of any state and (ii) the holder of any such
participation,  other  than an Affiliate of such Bank, shall not have any rights
or  obligations hereunder and shall not be entitled to require such Bank to take
or  omit  to  take  any  action  hereunder  except action directly affecting the
extension of the maturity of any portion of the principal amount of, or interest
on,  the  Loan  allocated to such participation, or a reduction of the principal
amount  of,  or  the  rate  of  interest  payable on, such Loans or interests in
respect  of  Letters  of  Credit.
(f)  Notwithstanding  the foregoing provisions of this paragraph 14.6, each Bank
may  at  any time and from time to time sell, assign, transfer, or negotiate all
or  any  part  of  the Loans or interests in respect of Letters of Credit to any
Affiliate  of such Bank; provided that an Affiliate to whom such disposition has
been  made  shall  not  be  considered a "Bank", and the assigning Bank shall be
considered  not to have disposed of any Loans or interests in respect of Letters
of  Credit  so assigned for purposes of determining the Majority Banks under any
provision hereof, but such Affiliate shall otherwise be considered a "Bank", and
the  assigning  Bank shall otherwise be considered to have disposed of any Loans
or  interests  in respect of Letters of Credit so assigned, for purposes hereof,
including,  without  limitation,  paragraphs  3.1  and  12  hereof.
(f)  In  addition,  notwithstanding  anything  to the contrary contained in this
paragraph  14.6, any Bank may at any time and from time to time pledge or assign
all or any portion of its rights under this Agreement with respect to its Loans,
its  Commitments, interests in respect of Letters of Credit and its Notes to any
of  the  twelve  (12)  Federal  Reserve  Banks.  No such pledge or assignment or
enforcement  thereof  shall  release  the  assignor  Bank  from  its obligations
hereunder.
(f)  No  Bank shall, as between the Company and such Bank, be relieved of any of
its  obligations  hereunder as a result of granting participations in all or any
part  of the Loans or interests in respect of Letters of Credit and the Notes of
such  Bank  or  other  obligations  owed  to  such  Bank.
(f)  This Agreement shall be binding upon and inure to the benefit of the Banks,
the  Agent  and  the  Company  and their respective successors and assigns.  All
covenants,  agreements,  warranties  and representations made herein, and in all
certificates  or  other documents delivered in connection with this Agreement by
or  on behalf of the Company shall survive the execution and delivery hereof and
thereof,  and  all  such  covenants,  agreements, representations and warranties
shall  inure to the respective successors and assigns of the Banks and the Agent
whether  or  not  so  expressed.
(f)  The  Agent  shall  maintain a copy of each assignment delivered to it and a
register  or  similar list for the recordation of the names and addresses of the
Banks  and  the  Commitment Percentages of the Banks and the principal amount of
the  Loans,  Notes,  and interests in respect of Letters of Credit assigned from
time  to time.  The entries in such register shall be conclusive, in the absence
of manifest error and provided that any required consent of the Company has been
obtained,  and  the Company, the Agent and the Banks may treat each Person whose
name  is  recorded in such register as a Bank hereunder for all purposes of this
Agreement.  Upon  each such recordation, the assigning Bank agrees to pay to the
Agent  a  registration  fee  in  the  sum of Three Thousand Five Hundred Dollars
($3,500).
     1.2  APPLICABLE  LAW.14.7  APPLICABLE  LAW This Agreement and the Notes are
          ---------------
being  delivered  in  and  are  intended  to be performed in The Commonwealth of
Massachusetts  and shall be construed and enforceable in accordance with, and be
governed  by,  the  internal  laws  of The Commonwealth of Massachusetts without
regard  to  its  principles  of  conflict  of  laws.
1.2  INTEREST.  14.8  INTEREST At no time shall the interest rate payable on the
     --------
Loans and Notes, together with the Facility Fee, the Closing Fee, the Usage Fee,
     the Agent's Fees, the Fronting Fee and any other fee in connection with the
Letters  of  Credit,  and  all  other fees and amounts payable hereunder, to the
extent  same  are  construed  to constitute interest, exceed the maximum rate of
interest permitted by law.  The Company acknowledges that to the extent interest
payable on the Loans and Notes is based on the Alternate Base Rate, such rate is
only  one of the bases for computing interest on loans made by the Banks, and by
basing  interest  payable on the Loans and Notes on the Alternate Base Rate, the
Banks have not committed to charge, and the Company has not in any way bargained
for,  interest based on a lower or the lowest rate at which the Banks may now or
in  the  future  make  loans  to  other  borrowers.
1.2  ACCOUNTING  TERMS  AND PRINCIPLES.14.9  ACCOUNTING TERMS AND PRINCIPLES All
     ---------------------------------
accounting terms not herein defined by being capitalized shall be interpreted in
     accordance  with  GAAP,  unless  the  context otherwise expressly requires.
1.2  WAIVER  OF  TRIAL BY JURY.14.10  WAIVER OF TRIAL BY JURY THE COMPANY HEREBY
------------------------------
KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES (TO THE FULLEST EXTENT PERMITTED
     OR  NOT  PROHIBITED  BY APPLICABLE LAW) ANY RIGHT IT MAY HAVE TO A TRIAL BY
JURY  IN  RESPECT  OF ANY LITIGATION ARISING OUT OF, UNDER OR IN CONNECTION WITH
THE  LOAN  DOCUMENTS  OR  THE  TRANSACTIONS  CONTEMPLATED THEREIN.  FURTHER, THE
COMPANY  HEREBY ACKNOWLEDGES THAT NO REPRESENTATIVE OF THE AGENT OR THE BANKS OR
COUNSEL  TO THE AGENT OR THE BANKS HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT
THE  AGENT  OR  THE  BANKS  WOULD  NOT, IN THE EVENT OF SUCH LITIGATION, SEEK TO
ENFORCE SUCH WAIVER.  THE COMPANY ACKNOWLEDGES THAT THE AGENT AND THE BANKS HAVE
BEEN  INDUCED TO ENTER INTO THE LOAN DOCUMENTS BY, INTER ALIA, THE PROVISIONS OF
THIS  PARAGRAPH.
     1.2  CONSENT  TO  JURISDICTION.14.11  CONSENT  TO  JURISDICTION THE COMPANY
          -------------------------
HEREBY  IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY COURT OF THE COMMONWEALTH
OF  MASSACHUSETTS  OR  ANY  FEDERAL  COURT  SITTING  IN  THE  COMMONWEALTH  OF
MASSACHUSETTS  OVER ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO
THE  LOAN  DOCUMENTS.  THE  COMPANY  HEREBY  IRREVOCABLY  WAIVES, TO THE FULLEST
EXTENT PERMITTED OR NOT PROHIBITED BY APPLICABLE LAW, ANY OBJECTION WHICH IT MAY
NOW  OR  HEREAFTER  HAVE  TO THE LAYING OF THE VENUE OF ANY SUCH SUIT, ACTION OR
PROCEEDING BROUGHT IN ANY SUCH COURT AND ANY CLAIM THAT ANY SUCH SUIT, ACTION OR
PROCEEDING  BROUGHT  IN  ANY  SUCH  A  COURT HAS BEEN BROUGHT IN AN INCONVENIENT
FORUM.  THE COMPANY HEREBY AGREES THAT A FINAL JUDGMENT IN ANY SUCH SUIT, ACTION
OR  PROCEEDING BROUGHT IN ANY SUCH A COURT, AFTER ALL APPROPRIATE APPEALS, SHALL
BE  CONCLUSIVE  AND  BINDING  UPON  IT.
     1.2  SERVICE  OF PROCESS.14.12  SERVICE OF PROCESS PROCESS MAY BE SERVED IN
          -------------------
ANY  SUIT,  ACTION,  COUNTERCLAIM  OR  PROCEEDING  OF  THE NATURE REFERRED TO IN
PARAGRAPH  14.11  BY  MAILING  COPIES  THEREOF  BY REGISTERED OR CERTIFIED MAIL,
POSTAGE  PREPAID,  RETURN  RECEIPT  REQUESTED, TO THE ADDRESS OF THE COMPANY SET
FORTH  IN PARAGRAPH 11.1 OR TO ANY OTHER ADDRESS OF WHICH THE COMPANY SHALL HAVE
GIVEN  WRITTEN NOTICE TO THE AGENT.  THE COMPANY HEREBY AGREES THAT SUCH SERVICE
(I) SHALL BE DEEMED IN EVERY RESPECT EFFECTIVE SERVICE OF PROCESS UPON IT IN ANY
SUCH  SUIT,  ACTION,  COUNTERCLAIM  OR PROCEEDING, AND (II) SHALL TO THE FULLEST
EXTENT  PERMITTED  OR  NOT PROHIBITED BY APPLICABLE LAW, BE TAKEN AND HELD TO BE
VALID  PERSONAL  SERVICE  UPON  AND  PERSONAL  DELIVERY  TO  IT.
1.2  NO  LIMITATION  ON  SERVICE OR SUIT14.13  NO LIMITATION ON SERVICE OR SUIT.
----------------------------------------
NOTHING  IN  THE  LOAN  DOCUMENTS,  OR  ANY  MODIFICATION,  WAIVER, OR AMENDMENT
--
THERETO, SHALL AFFECT THE RIGHT OF THE AGENT OR ANY BANK TO SERVE PROCESS IN ANY
--
     OTHER  MANNER  PERMITTED BY LAW OR LIMIT THE RIGHT OF THE AGENT OR ANY BANK
TO BRING PROCEEDINGS AGAINST THE COMPANY IN THE COURTS OF ANY OTHER JURISDICTION
OR  JURISDICTIONS.
2.  OTHER  OBLIGATIONS  OF  THE  COMPANY.15  OTHER  OBLIGATIONS  OF  THE COMPANY
----------------------------------------
     1.2  TAXES  AND  FEES.15.1  TAXES AND FEES Should any tax (other than a tax
          ----------------
based  upon  the net income of any Bank), recording or filing fee become payable
in  respect  of  this  Agreement  or the Notes or any amendment, modification or
supplement  hereof  or thereof, the Company agrees to pay the same together with
any  interest  or  penalties  thereon and agrees to hold the Agent and the Banks
harmless  with  respect  thereto.
1.2  EXPENSES15.2  EXPENSES.  Whether  or  not  the transactions contemplated by
     --------              -
this  Agreement  shall  be consummated, the Company agrees to pay the reasonable
out-of-pocket  expenses of the Agent (including the reasonable fees and expenses
of  counsel to the Agent and, without limitation, Special Counsel) in connection
with the preparation, reproduction, execution and delivery of this Agreement and
     the  Notes  and  the  other exhibits annexed hereto, and any modifications,
waivers,  consents  or  amendments  hereto  and thereto, and the Company further
agrees  to  pay the reasonable out-of-pocket expenses of the Agent and the Banks
(including  the  reasonable  fees  and  expenses  of  their  respective counsel)
incurred  in connection with the interpretation and enforcement of any provision
of  this  Agreement  or  collection  under  the  Notes,  whether  or not suit is
instituted.
     1.2  INDEMNIFICATION15.3  INDEMNIFICATION.
          ---------------
     The  Company  shall indemnify, defend, and hold the Banks and Agent and any
of  their  respective  employees,  officers,  or  agents  (each, an "Indemnified
Person")  harmless  of  and  from  any  claim  brought or threatened against any
Indemnified  Person by the Company, any guarantor or endorser of the liabilities
obligations of the Company hereunder or under the Notes, or any other Person (as
well  as  from  attorneys'  reasonable  fees,  expenses,  and  disbursements  in
connection  therewith)  on  account of the relationship of the Company or of any
other  guarantor  or  endorser of the liabilities and obligations of the Company
hereunder or under the Notes (each of claims which may be defended, compromised,
settled,  or  pursued  by  the  Indemnified Person with counsel of the Banks' or
Agent's selection, but at the expense of the Company) other than any claim as to
which a final determination is made in a judicial proceeding (in which the Banks
or  Agent  and any other Indemnified Person has had an opportunity to be heard),
which  determination  includes  a  specific  finding that the Indemnified Person
seeking indemnification had acted in a grossly negligent manner or in actual bad
faith.  This  indemnification  shall  survive  payment  of  the  liabilities and
obligations  of the Company hereunder or under the Notes and/or any termination,
release,  or  discharge  executed by the Banks or Agent in favor of the Company,
other  than  a termination, release, or discharge duly executed on behalf of the
Banks  or  Agent  which  makes  specific  reference  to  this  Section  15.3.
     1.2  LOST  NOTES.  15.4  LOST  NOTES  Upon  receipt  of  an affidavit of an
          -----------
officer of any Bank as to the loss, theft, destruction or mutilation of any Note
and,  in  the  case  of  any  such  loss, theft, destruction or mutilation, upon
cancellation  of  such  Note  or other security document, Company will issue, in
lieu  thereof,  a  replacement  note  in  the  same principal amount thereof and
otherwise  of  like  tenor.
1.2  TRANSITIONAL  ARRANGEMENTS15.5  TRANSITIONAL ARRANGEMENTS.  This Agreement,
     --------------------------
upon  the  satisfaction  of each of the conditions set forth in Sections 5 and 6
shall  amend,  replace and supercede the Credit Agreement, provided that each of
the  obligations  and  liabilities  outstanding under the Credit Agreement shall
become  obligations  and liabilities under this Agreement and all interest, fees
and  charges  payable under the Credit Agreement shall continue in effect and be
payable  as  provided under this Agreement subject to any change or modification
thereto  that  is  provided  in  this  Agreement.
2.  EFFECTIVE  DATE.16  EFFECTIVE  DATE  This Agreement shall be effective as an
instrument  under  seal  as  of  the  date first set forth above (the "Effective
Date").
            [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

<PAGE>
IN  WITNESS  WHEREOF, the parties have caused this Agreement to be duly executed
as  of  the  date  first  written  above.
     GREEN  MOUNTAIN  POWER  CORPORATION


     By:  /s/Robert  J.  Griffin
     Title:  Chief  Financial  Officer

     FLEET  NATIONAL  BANK,
     Individually  and  as  agent
Domestic  Lending  Office:
      Office  listed  in  paragraph  11.1
     By:  Richard  D.  Hill,  Jr.
LIBOR  Lending  Office:     Title:  Managing  Director
 Office  listed  in  paragraph  11.1
     SOVEREIGN  BANK
Domestic  Lending  Office
 Office  listed  in  paragraph  11.1
     By:  /s/Robert  D.  Lanigan
LIBOR  Lending  Office     Title:  Senior  Vice  President
 Office  listed  in  paragraph  11.1



<PAGE>
                                    EXHIBIT A
                                    ---------
      REVOLVING CREDIT COMMITMENTSEXHIBIT A - REVOLVING CREDIT COMMITMENTS
      ----------------------------
 Bank     Revolving Credit Commitment     Revolving Credit Commitment Percentage
                                          --------------------------------------
                   Fleet National Bank     $19,500,000     65%
                   -------------------     -----------     ---
                     Sovereign Bank     $10,500,000     35%
                     --------------     -----------     ---
         Aggregate Revolving Credit Commitments     $30,000,000     100%
         --------------------------------------     -----------     ----


<PAGE>
                 EXHIBIT BEXHIBIT B - PRICING GRID/FACILITY FEE
                 ---------
                            PRICING GRID/FACILITY FEE
                              SCHEDULE ISCHEDULE I
                              ----------
               Green Mountain Power Corporation Loan Pricing Grid*


                            Senior Secured     Applicable
Pricing  Level     Rating     Margin**

          80.0
                       I     Greater  than  or=BBB+/Baal
                                           100.0
                                II     = BBB/Baa2

                          III     =BBB-/Baa3     137.5
                       Less  than BBB-/Baa3     175.0
IV     (or  no  Debt  Rating)

For  purposes of the foregoing, following the conversion of any Revolving Credit
Loan to a Term Loan in accordance with paragraph 2.16, the Applicable Margin set
forth  in the table above shall be increased by 25.0 basis points at all levels.
*     The  applicable  pricing  level  is  based  upon  the  Debt  Rating.
**     Expressed  as  basis  points.
                             SCHEDULE IISCHEDULE II
                             -----------
              Green Mountain Power Corporation Facility Fee Grid***
                                    Senior Secured
                  Pricing Level     Rating     Facility Fee****

                                           15.0
                        I     Greater  than  or=BBB+/Baal
                                           17.5
                                II     = BBB/Baa2
                                           25.0
                               III     =BBB-/Baa3
                                  Less  than BBB-/Baa3
                             (or no Debt Rating)     50.0
                                       IV



For  purposes of the foregoing, following the conversion of any Revolving Credit
Loan  to  a  Term  Loan  in accordance with paragraph 2.16, the Facility Fee set
forth  in the table above shall be increased by 25.0 basis points at all levels.
***  Based  upon  the  Debt  Rating.
                        ****  Expressed in basis points.
<PAGE>
                 EXHIBIT CEXHIBIT C - FORM OF BORROWING REQUEST
                 ---------

                            FORM OF BORROWING REQUEST
                            -------------------------

                               ___________, _____

Fleet  National  Bank
100  Federal  Street
Boston,  Massachusetts  02110

Attention:  Francia  Castillo
            Telephone:  (617)  346-0626
            Telecopy:  (617)  346-0595

Re:  Fourth  Amended and Restated Credit Agreement dated as of June 16, 2004, as
further  amended  from  time  to  time,  by  and  among  Green  Mountain  Power
Corporation,  the signatory Banks thereto and Fleet National Bank, as Agent (the
"Agreement")

     Capitalized  terms herein which are defined in the Agreement shall have the
meanings  therein  defined.

     Pursuant to paragraph 2.1 of the Agreement, the Company hereby gives notice
of  its intention to effect a Borrowing as a Revolving Credit Loan in the amount
of  $______  on  ______,  _____.

     Pursuant to paragraph 2.3 of the Agreement, the Company has elected to have
the  following  portions  of  such Borrowing be subject to the Type and Interest
Period(s)  set  forth  below:
                                                            Interest
               Type               Amount               Period
               ----               ------               ------
     1.
     2.
     3.
     4.
     5.

     The  Company  hereby certifies that on the date hereof and on the Borrowing
Date  set  forth  above, and after giving effect to the Loans to be made on such
Borrowing  Date:

     (a)  The  Company  is  and  shall  be  in  compliance  with  all the terms,
covenants  and  conditions  of  the  Agreement.

     (b)  There  exists  and  there  shall  exist  no Event of Default under the
Agreement.

     (c)  The  Company  represents  and  warrants  that  each  of  the  material
representations  and  warranties contained in the Agreement is and shall be true
and  correct  in all material respects with the same force and effect as if made
on  and  as  of  the  date  hereof  and  as  of  the Borrowing Date, except such
representations  and  warranties  as  specifically refer to an earlier date; and

     (d)  No  event  has  occurred  or  failed  to  occur, that has had or would
reasonably  be  expected  to have, either alone or in conjunction with all other
such  events  and failures, a Material Adverse Effect since the date of the last
Borrowing  Date.

     The Company hereby certifies that on the date hereof the Debt Rating of the
Company  is ____ according to Standard & Poor's Corporation and ______ according
to  Moody's  Investor  Service.

     The undersigned hereby certifies that he/she is the chief financial officer
of  the  Company.

     IN  WITNESS  WHEREOF, the undersigned has caused this Borrowing Request and
certification  to  be  executed  as  of  the  date and year first above written.

                                    GREEN  MOUNTAIN  POWER  CORPORATION


                                    By:  /s/Robert  J.  Griffin
                                    Title:  Chief  Financial  Officer

<PAGE>
               EXHIBIT DEXHIBIT D - FORM OF REVOLVING CREDIT NOTES
               ---------
                        [FORM OF REVOLVING CREDIT NOTES]
                        --------------------------------

                              REVOLVING CREDIT NOTE
                              ---------------------
                                ([NAME OF BANK])
                                ----------------

Boston,  Massachusetts
$________________                         June  16,  2004

     For value received, GREEN MOUNTAIN POWER CORPORATION, a Vermont corporation
("Company"),  hereby  promises  to  pay  to  the  order
of__________________________________  (the  "Bank")  at  the  offices  of  FLEET
NATIONAL  BANK  (the  "Agent"),  100  Federal  Street, Boston, Massachusetts, in
lawful  money  of  the  United  Sates  of  America, the principal amount of each
Revolving  Credit  Loan  made  by the Bank to the Company pursuant to the Fourth
Amended  and  Restated Credit Agreement, dated as of June 16, 2004, by and among
the  Company,  the  signatory  Banks  thereto  and the Agent (as the same may be
further  amended  from  time  to  time the "Agreement"), on the Revolving Credit
Termination  Date, together with interest on the unpaid principal amount of each
Revolving  Credit  Loan,  from the date of each Revolving Credit Loan until such
principal  amount  is  paid in full, at such interest rates, and payable at such
times,  as  is provided or determined under the Agreement. In no event shall the
interest  rate  payable  hereon exceed the maximum rate of interest permitted by
law. Capitalized terms used herein which are defined in the Agreement shall have
the  meanings  therein  defined.
     The  principal amount of each Revolving Credit Loan made by the Bank to the
Company,  and  all prepayments made on account of such principal, by the Company
shall  be  recorded  by  the Bank on the schedule attached hereto. The aggregate
unpaid  principal  balance  of  all Loans made by the Bank and set forth in such
schedule shall be presumptive evidence of the principal balance owing and unpaid
on  this Revolving Credit Note. The Bank may attach one or more continuations to
such  schedule  as  and  when  required.
This  note is one of the Revolving Credit Notes referred to in the Agreement and
is  entitled  to  the benefits of, and is subject to the terms, set forth in the
Agreement.  The  principal  of  this note is prepayable in the amounts and under
the  circumstances,  and its maturity is subject to acceleration upon the terms,
set  forth  in  the  Agreement. All payments on this note shall be made in funds
immediately  available  in Boston, Massachusetts, by 12:00 noon, Boston time, on
the  due  date  for such payment.  Except as otherwise expressly provided in the
Agreement, if any payment on this note becomes due and payable on a day which is
not  a Business Day, the maturity thereof shall be extended to the next Business
Day  and  interest  shall  be  payable  at  the  rate  or rates specified in the
Agreement  during  such  extension  period.
Presentment  for payment, demand, notice of dishonor, protest, notice of protest
and  all  other demands and notices in connection with the delivery, performance
and enforcement of this Note are hereby waived, except as specifically otherwise
provided  in  paragraph  9  of  the  Agreement.
This  note  is  being  delivered  under seal in, is intended to be performed in,
shall  be  construed  and enforceable in accordance with, and be governed by the
internal laws of, the Commonwealth of Massachusetts without regard to principles
of  conflict  of  laws.
This  note may be amended only an instrument in writing executed pursuant to the
provisions  of  paragraph  13  of  the  Agreement.
GREEN  MOUNTAIN  POWER  CORPORATION

By:  ______________________________________
Title:  _____________________________________


<PAGE>
                        GRIDGRID - REVOLVING CREDIT NOTE
                        ----
                              REVOLVING CREDIT NOTE
                              ---------------------

          Amount  of     Notation
Date     Amount  of  Loan     Principal  Repaid     Made  By
----     ----------------     -----------------     --------
________________________________________________________________________
________________________________________________________________________
________________________________________________________________________
________________________________________________________________________
________________________________________________________________________
________________________________________________________________________
________________________________________________________________________
________________________________________________________________________
________________________________________________________________________
________________________________________________________________________
________________________________________________________________________
________________________________________________________________________

<PAGE>
          EXHIBIT EEXHIBIT E - FORM OF CONVERSION/CONTINUATION REQUEST
          ---------
                     FORM OF CONVERSION/CONTINUATION REQUEST
                     ---------------------------------------

Fleet  National  Bank
100  Federal  Street
Boston,  Massachusetts  02110

Attention:  Francia  Castillo
            Telephone:  (617)  346-0626
            Telecopy:  (617)  346-0595

Re:   Fourth Amended and Restated Credit Agreement dated as of June 16, 2004, as
further  amended  from  time  to  time,  by  and  among  Green  Mountain  Power
Corporation,  the signatory Banks thereto and Fleet National Bank, as Agent (the
"Agreement")

     Capitalized  terms herein which are defined in the Agreement shall have the
meanings  therein  defined.

     Pursuant to paragraph 2.7 of the Agreement, the Company hereby gives notice
of its intention to effect a [EITHER:] [continuation][conversion] of a Borrowing
under  paragraph  2.1  (Revolving  Credit  Loans) as [EITHER:] [a LIBOR Loan][an
Alternate  Base  Rate  Loan]  in  the  amount  of  $______  on  ______,  _____.

     Pursuant to paragraph 2.3 of the Agreement, the Company has elected to have
the  following  portions  of  such Borrowing be subject to the Type and Interest
Period(s)  set  forth  below:
     Interest
          Loan          Type          Amount          Period
          ----          ----          ------          ------
     1.
     2.
     3.
     4.
     5.

     The  Company  hereby  certifies  that on the date hereof and on the date of
conversion/continuation set forth above, and after giving effect to the Loans to
be  converted  and/or  continued:

     (a)  The  Company  is  and  shall  be  in  compliance  with  all the terms,
covenants  and  conditions  of  the  Agreement.

     (b)  There  exists  and  there  shall  exist  no Event of Default under the
Agreement.

     (c)  The  Company  represents  and  warrants  that  each  of  the  material
representations  and  warranties contained in the Agreement is and shall be true
and  correct  in all material respects with the same force and effect as if made
on  and  as  of  the  date  hereof  and  as  of  the Borrowing Date, except such
representations  and  warranties  as  specifically  refer  to  an  earlier date;

     (d)  No  event  has  occurred  or  failed  to  occur, that has had or would
reasonably  be  expected  to have, either alone or in conjunction with all other
such  events  and failures, a Material Adverse Effect since the date of the last
Borrowing  Date;  and

     (e)  In  the  reasonable opinion of the undersigned, there is no event that
is  likely  to  occur  or  is likely to fail to occur, which would have or would
reasonably  be  expected  to have, either alone or in conjunction with all other
such  events  and  failures  as have occurred or are likely to occur, a Material
Adverse  Effect.

     The Company hereby certifies that on the date hereof the Debt Rating of the
Company  is ____ according to Standard & Poor's Corporation and ______ according
to  Moody's  Investor  Service.

     The undersigned hereby certifies that he/she is the chief financial officer
of  the  Company.

     IN  WITNESS  WHEREOF,  the  undersigned  has  caused  this  Notice  of
Conversion/Continuation and certification to be executed as of the date and year
first  above  written.

                                    GREEN  MOUNTAIN  POWER  CORPORATION


                                    By:  ______________________________
     Title:  Chief  Financial  Officer


<PAGE>
                        EXHIBIT FEXHIBIT F - SUBSIDIARIES
                        ---------

                                  SUBSIDIARIES
                                  ------------



      Name  of  Subsidiary                              State  of  Incorporation
      --------------------                              ------------------------


Green  Mountain  Power  Investment  Company               Vermont

GMP  Real  Estate  Corporation                           Vermont

Northern  Water  Resources,  Inc.
  (formerly  Mountain  Energy,  Inc.)                    Vermont

Vermont  Energy  Resources,  Inc.                        Vermont


<PAGE>
           EXHIBIT GEXHIBIT G - FORM OF OPINION OF COUNSEL TO COMPANY
           ---------

                      FORM OF OPINION OF COUNSEL TO COMPANY
                      -------------------------------------


     June  16,  2004


TO:         THE  PARTIES  LISTED  IN  SCHEDULE  A  ATTACHED  HERETO
RE:         Fourth  Amended  and Restated Credit Agreement, dated as of June 16,
2004, by and among Green Mountain Power Corporation, the signatory Banks thereto
and  Fleet  National  Bank,  as  Agent  (the  "Credit  Agreement")
Gentlemen:
     We  have  acted  as  counsel to Green Mountain Power Corporation, a Vermont
corporation (the "Company"), in connection with the authorization, execution and
delivery  by  the  Company  of  the  Credit  Agreement.
This opinion is delivered to you pursuant to Section 5.4 of the Credit Agreement
and  the  terms used herein which are defined in the Credit Agreement shall have
the  respective  meanings  set  forth  in the Credit Agreement, unless otherwise
defined  herein.
In  connection  with  this  opinion,  we  have  examined  and  are familiar with
originals  or  copies  authenticated to our satisfaction of the Credit Agreement
and  the Revolving Credit Notes, each  as executed and delivered by the Company,
together  with such corporate documents and records of the Company, certificates
of  public  officials and officers of the Company and such other documents as we
deemed  necessary  or  appropriate  for  the  purposes  of  this  opinion.
As  to  questions  of  fact  relevant  to the opinions expressed herein, we have
relied  upon  all  of  the  foregoing,  and  have  assumed  the  accuracy  of
representations  and  warranties  made  to  you  by  the  Company  in the Credit
Agreement and the Loan Documents, and statements and certificates of the Company
and  its  officers  and  directors  made  or  delivered  to  you  or  to  us.
Whenever  we  have  indicated  that  an  opinion  stated  herein is based on our
knowledge,  it  is  intended  to  signify  that  during  the  course  of  our
representation  as  herein  described,  no information has come to our attention
after  due  inquiry  which  would  give  us actual knowledge of the existence or
absence  of  facts which would require an opinion other than that stated herein.
For the purposes of this opinion, we have assumed that all items submitted to us
as  originals  are  authentic  and all signatures thereon are genuine, all items
submitted  to us as copies conform to the originals, and each such item has been
duly  executed  and delivered by each party, other than the Company, pursuant to
due  authorization  and  is  such  party's  legal, valid and binding obligation,
enforceable against such party in accordance with its respective terms.  We have
also  assumed  that the records examined are currently and correctly indexed and
that  all  oral  statements made to us by governmental officials with respect to
the  content  of  public  records  were  correct  and  complete.
We are attorneys admitted to practice in the State of Vermont, and we express no
opinion  as to any laws other than the federal laws of the United States and the
laws  of  the  State of Vermont.  The Credit Agreement provides that it is to be
construed  in  accordance  with  and  governed  by  the  internal  laws  of  the
Commonwealth of Massachusetts.  With respect to such matters as to which the law
of  the  Commonwealth of Massachusetts may apply (including, without limitation,
Paragraph  10 hereof), at your request and with your permission, we have assumed
that  the  laws of the Commonwealth of Massachusetts are the same as the laws of
the  State  of  Vermont.
Based  upon  and  relying solely upon the foregoing, subject to the comments and
qualifications  herein  expressed and limited in all respects to the laws of the
State  of  Vermont  and  the  United  States,  we  are  of  the  opinion  that:
1.  The  Company  (a)  is  a corporation duly organized, validly existing and in
good  standing  under the laws of the State of Vermont and (b) has all requisite
corporate  power  and authority to own its Property and to carry on its business
as  now  conducted.  The  Company  and  each  subsidiary is duly qualified to do
business  in  each  jurisdiction in which the failure to so qualify could have a
Material  Adverse  Effect  on the Company and its Subsidiaries on a Consolidated
basis.
     2.  The  Company  has  full  corporate  power  and authority to enter into,
execute, deliver and carry out the terms of the Credit Agreement and to make the
borrowings contemplated thereby, and to execute, deliver and carry out the terms
of  the Revolving Credit Notes and to incur the obligations provided for therein
and  in  the  Credit  Agreement,  all  of which have been duly authorized by all
proper or necessary corporate action on its part and are in full compliance with
its  Articles  of  Incorporation  and  By-Laws.  No  consent  or approval of, or
exemption by, shareholders or any Governmental Body is required to authorize, or
is  required  in connection with the execution, delivery and performance of, the
Credit Agreement or the Revolving Credit Notes, or is required as a condition to
the  validity  or enforceability of the Credit Agreement or the Revolving Credit
Notes,  except  that,  as  noted  in the Credit Agreement, based on the laws and
regulations  currently  in  effect,  the  Company  may be required to obtain the
consent  of  the  VPSB  (or a determination by the VPSB that such consent is not
required)  for  the conversion of the Revolving Credit Loans into the Term Loans
as  contemplated  by  the  Credit  Agreement
3.  The Credit Agreement and the Revolving Credit Notes constitute the valid and
legally  binding  obligations  of the Company enforceable against the Company in
accordance  with their respective terms, except as enforceability may be limited
by equitable principles (regardless whether such enforceability is considered in
a  proceeding  in  equity  or in an action at law) and by applicable bankruptcy,
insolvency,  reorganization,  moratorium or similar laws affecting the rights of
creditors  generally.
4.  To  the best of our knowledge, after due inquiry, except for the matters set
forth  in  the  Designated Documents, there are no actions, suits or arbitration
proceedings  (whether  or not purportedly on behalf of or against the Company or
any  Subsidiary)  pending  or,  to  the best of our knowledge after due inquiry,
threatened  against  the Company or any Subsidiary, or maintained by the Company
or  any  Subsidiary,  in law or in equity before any Governmental Body, which if
decided  adversely  to the Company or such Subsidiary could result in a Material
Adverse  Change  in  the  Company  and its Subsidiaries on a Consolidated basis,
after  giving  effect  to  reserves reflected in the Financial Statements or the
footnotes  thereto.  To  the best of our knowledge, after due inquiry, there are
no  proceedings  pending  or,  to  the best of our knowledge, after due inquiry,
threatened  against  the  Company or any Subsidiary which call into question the
validity  or  enforceability  of  the  Credit  Agreement or the Revolving Credit
Notes.
5.  To the best of our knowledge, after due inquiry, neither the Company nor any
Subsidiary  is in default under any agreement to which it is a party or by which
it  or  any  of its Property is bound, the effect of which could have a Material
Adverse Effect on the Company and its Subsidiaries on a Consolidated basis.   No
provision  of  the Articles of Incorporation or By-Laws, and no provision of the
Indenture  of  First  Mortgage  and  Deed of Trust dated as of February 1, 1955,
executed  by the Company and the Chase National Bank of the City of New York, as
amended to date (the "Indenture of First Mortgage"), statute (including, without
limitation,  any  applicable usury or similar law), law, rule or regulation, and
to  the  best  of our knowledge, after due inquiry, no provision of any existing
mortgage,  indenture,  contract, agreement, judgment, decree or order binding on
the  Company  or any Subsidiary could in any way prevent the execution, delivery
or  carrying  out  of  the terms of the Credit Agreement or the Revolving Credit
Notes, and the taking of any such action will not constitute a default under, or
result  in  the creation or imposition of, or obligation to create, any Lien not
permitted  by  paragraph  8.2  of  the Credit Agreement upon the Property of the
Company or any Subsidiary pursuant to the terms of any such mortgage, indenture,
contract  or agreement.  With respect to the foregoing opinion, as it relates to
the  Indenture  of  First Mortgage, we have relied with your permission upon the
opinion of Hunton & Williams, special counsel to the Company, a copy of which is
attached  hereto  as  Exhibit  A.
     6.  To  the  best  of our knowledge, after due inquiry, neither the Company
nor  any  Subsidiary  is  in  default with respect to any judgment, order, writ,
injunction,  decree  or  decision  of  any  Governmental  Body applicable to the
Company or such Subsidiary which default could have a Material Adverse Effect on
the  financial  condition,  property, prospects or operations of the Company and
its  Subsidiaries  on a Consolidated basis.  To the best of our knowledge, after
due  inquiry,  each  of  the  Company  and  each  Subsidiary is complying in all
material  respects  with all applicable material statutes and regulations of all
Governmental Bodies, including ERISA, a violation of which could have a Material
Adverse  Effect on the financial condition, Property, prospects or operations of
the  Company  and  each  Subsidiary  on  a  Consolidated  basis.
     7.  The  Company  is not an "Investment Company" as such term is defined in
the  Investment  Company  Act  of  1940,  as  amended.
8.  The  Company  is  not  engaged  principally,  or  as  one  of  its important
activities, in the business of extending credit for the purpose of purchasing or
carrying  any  margin  stock  within the meaning of Regulation U of the Board of
Governors of the Federal Reserve System, as amended.  If used in accordance with
paragraph  2.13  of  the  Credit Agreement, no part of the proceeds of the Loans
will  be  used  (i)  to  purchase or carry any such margin stock, (ii) to extend
credit  to  others  for  the purpose of purchasing or carrying any margin stock,
(iii)  for  a purpose which violates the provisions of Regulations T, U and X of
the  Board of Governors of the Federal Reserve System, as amended, or (iv) for a
purpose  which  violates  any  other law, rule or regulation of any Governmental
Body.
9.  The  Company  is  a  public utility holding company under the Public Utility
Holding  Company Act of 1935, as amended, (the "Public Utility Act") and each of
its  Subsidiaries  are  "subsidiaries"  of  a "holding company" under the Public
Utility Act.  The Company and its Subsidiaries have filed an exemption statement
under  Section  3(a)(2)  of the Public Utility Act and are therefore exempt from
the  provisions  of  the  Public Utility Act, except for Section 9(a)(2) thereof
(which  prohibits  the  acquisition  of  securities  of  certain  other  utility
companies  without  approval  of  the Securities and Exchange Commission).  With
respect  to  the foregoing opinion, we have relied with your permission upon the
opinion of Hunton & Williams, special counsel to the Company, a copy of which is
attached  hereto  as  Exhibit  A.
10.  A  Massachusetts  court  of competent jurisdiction, in a properly presented
case,  should  uphold  and give effect to the provisions in the Credit Agreement
and  the Revolving Credit Notes expressing the contractual choice of the parties
thereto  that  such  documents  be  construed in accordance with the laws of the
Commonwealth  of  Massachusetts.
Notwithstanding  the  foregoing,  we  express  no  opinion  about  (a)  the
enforceability  of  the provisions in the Credit Agreement and in any other Loan
Document  constituting a purported waiver of the right to trial by jury, (b) the
enforceability of the provision in the Credit Agreement constituting a purported
submission to the jurisdiction of any court of the Commonwealth of Massachusetts
or  any  federal  court sitting in the Commonwealth of Massachusetts, or (c) the
enforceability of the provision in the Credit Agreement constituting a purported
authorization  of  service  of  process  by  mail.
These  opinions  are  rendered solely for your use or the use of your successors
and  assigns in connection with the Credit Agreement and may not be used for any
other  purpose  or  reproduced  without  our  prior  written  consent.

     Very  truly  yours,

<PAGE>

                                   SCHEDULE A
                                   ----------

1.    Fleet  National  Bank
2.    Sovereign  Bank


<PAGE>

     HUNTON  &  WILLIAMS  LLP
     200  PARK  AVENUE
     NEW  YORK,  NEW  YORK  10166-0136

     TEL      212-309-1000
     FAX     212-309-1100


     EDMOND  P.  MURPHY
     DIRECT  DIAL:  212-309-1205
     EMAIL:   emurphy@hunton.com

     FILE  NO:  35422.000001

June  16,  2004

Green  Mountain  Power  Corporation
163  Acorn  Lane
Colchester,  VT  05446

Sheehey  Furlong  &  Behm  P.C.
Gateway  Square
30  Main  Street
Burlington,  Vermont  05402

Re:   Green  Mountain  Power  Corporation

Dear  Sirs:
     You  have  requested  our  opinion with respect to (i)  the status of Green
Mountain  Power  Corporation,  a  Vermont corporation, and its subsidiaries (the
"Company") under the Public Utility Holding Company Act of 1935, as amended (the
"Holding  Company  Act")  and  (ii)  certain  matters  relating to the Company's
Indenture  of First Mortgage and Deed of Trust, dated as of February 1, 1955, as
supplemented  and  modified  by seventeen supplemental indentures (collectively,
the  "Indenture")  in  connection  with  that Fourth Amended and Restated Credit
Agreement, dated as of June 16, 2004 (as amended, the "Agreement"), by and among
the  Company, the Banks signatory thereto and Fleet National Bank, as agent, and
the  revolving  credit  notes  being issued by the Company pursuant thereto (the
"Revolving  Credit  Notes").
     In  connection  therewith,  we  have  examined the Indenture, the statement
filed  by the Company each year on Form U-3A2 under the Holding Company Act, the
Restated  Articles  of  Association  of the Company, as amended, its by-laws, as
amended,  and  such other certificates and other documents and matters of law we
have  deemed  necessary  to  enable  us  to render the opinion herein expressed.
     Based  on  the  foregoing,  we  are  of  the  opinion  that:
1.   The  Company is a public utility company under the Holding Company Act, and
each  of its subsidiaries is a subsidiary of a holding company under the Holding
Company  Act.  The  Company, including such subsidiaries, has filed an exemption
statement  under  Section  3(a)(2) of the Holding Company Act and is exempt from
the provisions of the Holding Company Act, except Section 9(a)(2) thereof (which
prohibits  the  acquisition  of  securities  of  certain other utility companies
without  the  approval  of  the  Securities  and  Exchange  Commission).
2.   No  provision  of  the  Indenture  could  in any way prevent the execution,
delivery  or carrying out of the terms of the Agreement and the Revolving Credit
Notes, and the taking of any such action will not constitute a default under, or
result  in  the  creation or imposition of, or obligation to create, any lien on
the  property  mortgaged  under  the  Indenture.
     We  are  members of the bar of the State of New York and express no opinion
herein  with respect to any laws other than the Holding Company Act (in the case
of  the opinion rendered in paragraph 1 hereof) and the laws of the State of New
York  and  the  United States of America (in the case of the opinion rendered in
paragraph  2  hereof).  This  opinion may not be delivered to or relied upon any
person  other than the addressees hereof, except that we understand that Sheehey
Furlong  &  Behm P.C. will rely on this opinion for the purpose of rendering its
opinion  to  Fleet National Bank and Sovereign Bank in connection with financing
to  be obtained by the Company, and such reliance is hereby expressly permitted,
and a copy of this opinion may be delivered to Fleet National Bank and Sovereign
Bank  National  Association.
Very  truly  yours,



Edmond  P.  Murphy


<PAGE>
                     EXHIBIT HEXHIBIT H - FORM OF TERM NOTES
                     ---------
                              [FORM OF TERM NOTES]
                              --------------------

                                    TERM NOTE
                                    ---------
                                ([NAME OF BANK])
                                ----------------

Boston,  Massachusetts
$________________                         June  15,  2005

     For value received, GREEN MOUNTAIN POWER CORPORATION, a Vermont corporation
("Company"),  hereby  promises  to  pay  to  the  order
of__________________________________  (the  "Bank")  at  the  offices  of  FLEET
NATIONAL  BANK  (the  "Agent"),  100  Federal  Street, Boston, Massachusetts, in
lawful  money  of  the  United  Sates  of  America,  the  principal  amount  of
$___________________  or,  if less, the aggregate unpaid principal amount of the
Term  Loans  made  by the Bank to the Company pursuant to the Fourth Amended and
Restated  Credit Agreement, dated as of June 16, 2004, by and among the Company,
the  signatory  Banks  thereto and the Agent (as the same may be further amended
from time to time the "Agreement"), on the Maturity Date, together with interest
on the unpaid principal amount of each Term Loan, from the date of the Term Loan
Conversion  Date  until  such principal amount is paid in full, at such interest
rates,  and  payable  at  such  times,  as  is  provided or determined under the
Agreement. In no event shall the interest rate payable hereon exceed the maximum
rate  of  interest  permitted  by  law.  Capitalized terms used herein which are
defined  in  the  Agreement  shall  have  the  meanings  therein  defined.
     The principal amount of each Term Loan made by the Bank to the Company, and
all  prepayments  made  on  account  of  such principal, by the Company shall be
recorded  by  the  Bank  on  the  schedule attached hereto. The aggregate unpaid
principal  balance  of all Loans made by the Bank and set forth in such schedule
shall  be presumptive evidence of the principal balance owing and unpaid on this
Term Note. The Bank may attach one or more continuations to such schedule as and
when  required.
This  note is one of the Term Notes referred to in the Agreement and is entitled
to  the  benefits  of,  and is subject to the terms, set forth in the Agreement.
The  principal  of  this  note  is  prepayable  in  the  amounts  and  under the
circumstances,  and  its maturity is subject to acceleration upon the terms, set
forth  in  the  Agreement.  All  payments  on  this  note shall be made in funds
immediately  available  in Boston, Massachusetts, by 12:00 noon, Boston time, on
the  due  date  for such payment.  Except as otherwise expressly provided in the
Agreement, if any payment on this note becomes due and payable on a day which is
not  a Business Day, the maturity thereof shall be extended to the next Business
Day  and  interest  shall  be  payable  at  the  rate  or rates specified in the
Agreement  during  such  extension  period.
Presentment  for payment, demand, notice of dishonor, protest, notice of protest
and  all  other demands and notices in connection with the delivery, performance
and enforcement of this Note are hereby waived, except as specifically otherwise
provided  in  paragraph  9  of  the  Agreement.
This  note  is  being  delivered  under seal in, is intended to be performed in,
shall  be  construed  and enforceable in accordance with, and be governed by the
internal laws of, the Commonwealth of Massachusetts without regard to principles
of  conflict  of  laws.
This  note may be amended only an instrument in writing executed pursuant to the
provisions  of  paragraph  13  of  the  Agreement.
GREEN  MOUNTAIN  POWER  CORPORATION

By:  ______________________________________
Title:  _____________________________________


<PAGE>
                              GRIDGRID - TERM NOTE
                              ----
                                    TERM NOTE
                                    ---------

          Amount  of     Notation
Date     Amount  of  Loan     Principal  Repaid     Made  By
----     ----------------     -----------------     --------
________________________________________________________________________
________________________________________________________________________
________________________________________________________________________
________________________________________________________________________
________________________________________________________________________
________________________________________________________________________
________________________________________________________________________
________________________________________________________________________
________________________________________________________________________
________________________________________________________________________
________________________________________________________________________
________________________________________________________________________

<PAGE>
                 EXHIBIT IEXHIBIT I - FORM OF TERM LOAN REQUEST
                 ---------
                            FORM OF TERM LOAN REQUEST
                            -------------------------

Fleet  National  Bank
100  Federal  Street
Boston,  Massachusetts  02110

Attention:  Francia  Castillo
            Telephone:  (617)  346-0626
            Telecopy:  (617)  346-0595

Re:   Fourth Amended and Restated Credit Agreement dated as of June 16, 2004, as
further  amended  from  time  to  time,  by  and  among  Green  Mountain  Power
Corporation,  the signatory Banks thereto and Fleet National Bank, as Agent (the
"Agreement")

     Capitalized  terms herein which are defined in the Agreement shall have the
meanings  therein  defined.

     Pursuant  to  paragraph  2.16 of the Agreement, the Company hereby requests
that  you  convert  the  aggregate outstanding principal of the Revolving Credit
Loans  in  the  amount  of $______________ into Term Loans on June 15, 2005 (the
"Term  Loan  Conversion  Date"),  such  amount  to  bear  interest  based on the
[Alternate  Base  Rate][LIBOR Rate] for a period of [Insert Duration of Interest
Period].

     The  Company  hereby certifies that on the date hereof and on the Term Loan
Conversion  Date,  and  after  giving effect to the Loans to be converted and/or
continued:

     (a)  The  Company  is  and  shall  be  in  compliance  with  all the terms,
covenants  and  conditions  of  the  Agreement.

     (b)  There  exists  and  there  shall  exist  no Event of Default under the
Agreement.

(c)  The  Company  represents  and  warrants  that  each  of  the  material
representations  and  warranties contained in the Agreement is and shall be true
and  correct  in all material respects with the same force and effect as if made
on  and  as  of  the  date  hereof  and  as  of  the Borrowing Date, except such
representations  and  warranties  as  specifically  refer  to  an  earlier date;

     (d)  No  event  has  occurred  or  failed  to  occur, that has had or would
reasonably  be  expected  to have, either alone or in conjunction with all other
such  events  and failures, a Material Adverse Effect since the date of the last
Borrowing  Date;

     (e)  In  the  reasonable opinion of the undersigned, there is no event that
is  likely  to  occur  or  is likely to fail to occur, which would have or would
reasonably  be  expected  to have, either alone or in conjunction with all other
such  events  and  failures  as have occurred or are likely to occur, a Material
Adverse  Effect;  and

     (f)  The VPSB has approved the occurrence of the Term Loan Conversion Date,
or  has determined that its consent is not required.  A copy of such approval or
determination  is  attached  hereto.

      The  Company  hereby  certifies that on the date hereof the Debt Rating of
the  Company  is  ____  according  to  Standard  & Poor's Corporation and ______
according  to  Moody's  Investor  Service.

      The  undersigned  hereby  certifies  that  he/she  is  the chief financial
officer  of  the  Company.

     IN  WITNESS  WHEREOF,  the  undersigned  has  caused  this  Notice  of
Conversion/Continuation and certification to be executed as of the date and year
first  above  written.

                                    GREEN  MOUNTAIN  POWER  CORPORATION


                                    By:  ______________________________
     Title:  Chief  Financial  Officer


<PAGE>


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