Exhibit 4-b-18

                                                           Execution Copy




                               CREDIT AGREEMENT


                                 by and among


                       GREEN MOUNTAIN POWER CORPORATION,


                           THE BANK OF NOVA SCOTIA,

                      STATE STREET BANK AND TRUST COMPANY,

                              FLEET NATIONAL BANK,


                                      and


                              FLEET NATIONAL BANK,

                                    AS AGENT

                                 

                                   $60,000,000

                                 


                         Dated as of August 12, 1997



                               TABLE OF CONTENTS

Paragraph   Heading                                                 Page

1.          DEFINITIONS..............................................1

      1.1   Defined Terms
      1.2   Other Definitional provisions............................1

            PRELIMINARY MATTERS.....................................

2.          AMOUNT AND TERMS OF LOANS...............................10

      2.1   Tranche A Loans ........................................10
      2.2   Tranche B Loans ........................................10
      2.3   Procedure for Borrowings................................11
      2.4   Notes...................................................14
      2.5   Voluntary Reductions of the Aggregate
            Commitments; Termination................................15
            (a)  Voluntary Reductions...............................15
            (b)  General............................................15
      2.6   Prepayments and Payment of Loans........................16
            (a)  Voluntary Prepayments..............................16
            (b)  Mandatory Repayments...............................16
            (c)  Prepayments of Bid Rate Loans......................16
      2.7   Conversion Options......................................16
            (a)  Conversion of Pro Rata Loans.......................16
            (b)  Continuation of Pro Rata Loans.....................17
            (c)  Restrictions on Conversion.........................17
                  and Continuation of Bid Rate Loans................17
      2.8   Interest Rate and Payment Dates for Loans...............17
            (a)  Interest Rates for All Loans Prior to Maturity.....17
            (b)  Overdue Amounts....................................17
            (c)  General............................................17
      2.9   Substituted Interest Rate ..............................18
      2.10  Illegality..............................................18
      2.11  Increased Costs ........................................19
      2.12  Indemnity...............................................20
      2.13  Use of Proceeds.........................................21
      2.14  Capital Adequacy........................................21
      2.15  Extension of Termination Date ..........................21
      2.16  Notice of Costs; Substitution of Banks .................22
      2.17  Regulatory Approvals....................................23
      2.18  Increase of Commitments.................................23

3.          FEES: PAYMENTS .........................................23

      3.1   Commitment and Facility Fees............................23
      3.2   Fees of the Agent ......................................24
      3.3   Computation of Interest and Fees .......................24
      3.4   Pro Rata Treatment and Application of Principal 
            Payments................................................24

4.          REPRESENTATIONS AND WARRANTIES..........................24

      4.1   Subsidiary .............................................24
      4.2   Corporate Existence and Power...........................25
      4.3   Corporate Authority.....................................25
      4.4   Binding Agreement.......................................25
      4.5   Litigation..............................................25
      4.6   No Conflicting Agreements...............................25
      4.7   Taxes ..................................................26
      4.8   Financial Statements....................................26
      4.9   Compliance with Applicable Laws.........................26
      4.10  Governmental Regulations................................27
      4.11  Property................................................27
      4.12  Federal Reserve Regulations.............................27
      4.13  No Misrepresentation....................................27
      4.14  Pension Plans...........................................27
      4.15  Public Utility Holding Company Act......................27
      4.16  Approvals...............................................27
      4.17  Regulatory Investigations...............................28
      4.18  No Adverse Change or Event..............................28

5.          CONDITIONS OF BORROWING - FIRST BORROWING ..............28

      5.1   Evidence of Corporate Action............................28
      5.2   Notes ..................................................28
      5.3   Approval of Special Counsel.............................28
      5.4   Opinion of Counsel to the Company ......................28
      5.5   Fees ...................................................28
      5.6   VPSB Approval ..........................................29

6.          CONDITIONS OF BORROWING-ALL BORROWINGS .................29

      6.1   Compliance..............................................29
      6.2   Loan Closings ..........................................29
      6.3   Approval of Counsel ....................................29
      6.4   Borrowing Request.......................................29
      6.5   Other Documents ........................................29

7.          AFFIRMATIVE COVENANTS ..................................29

      7.1   Corporate Existence ....................................30
      7.2   Taxes ..................................................30
      7.3   Insurance...............................................30
      7.4   Payment of Indebtedness and Performance of Obligations..30
      7.5   Observance of Legal Requirements; ERISA ................30
      7.6   Financial Statements and Other Information..............30
      7.7   Inspection..............................................32

8.          NEGATIVE COVENANTS .....................................32

      8.1   Funded Debt.............................................32
      8.2   Liens ..................................................32
      8.3   Mergers and Consolidations .............................33
      8.4   Sale of Property........................................33
      8.5   Dividends; Distributions................................33
      8.6   Guaranties..............................................33
      8.7   Amendment of Charter or By-Laws.........................33
      8.8   Funded Debt to Capitalization Test......................34

9.          EVENTS OF DEFAULT.......................................34

10.         THE AGENT ..............................................36

      10.1  Appointment.............................................36
      10.2  Delegation of Duties, Etc...............................36
      10.3  Indemnification.........................................36
      10.4  Exculpatory Provisions..................................37
      10.5  Agent in its Individual Capacity........................37
      10.6  Knowledge of Default....................................37
      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..................................40
      11.3  Notices by the Agent or a Bank..........................40

12.         RIGHT OF SET-OFF ......................................40

13.         AMENDMENTS, WAIVERS, AND CONSENTS.......................41

14.         OTHER PROVISIONS........................................41

      14.1  No Waiver of Rights by the Banks .......................41
      14.2  Headings, Plurals ......................................42
      14.3  Counterparts............................................42
      14.4  Severability............................................42
      14.5  Integration.............................................42
      14.6  Sales and Participations in Loans and Notes;
             Successors and Assigns;
             Survival of Representations and Warranties.............42
      14.7  Applicable Law..........................................43
      14.8  Interest................................................44
      14.9  Accounting Terms and Principles.........................44
      14.10 Waiver of Trial by Jury.................................44
      14.11 Consent to Jurisdiction.................................44
      14.12 Service of Process .....................................44
      14.13 No Limitation on Service or Suit .......................45
      14.14 Incorporated Provisions ................................

15.         OTHER OBLIGATIONS OF THE COMPANY .......................45

      15.1  Taxes and Fees .........................................45
      15.2  Expenses................................................45

16.         EFFECTIVE DATE..........................................45


EXHIBITS

EXHIBIT A   Commitments
EXHIBIT B   Applicable Margins/Percentages for Facility Fee
EXHIBIT C   Form of Borrowing Request
EXHIBIT D   Form of Bid Borrowing Notice
EXHIBIT E   Form of Bid
EXHIBIT F   Form of Notice to Agent
EXHIBIT G-1 Form of Notes
EXHIBIT G-2 Form of Bid Rate Note
EXHIBIT H   Form of Commitment Extension Request
EXHIBIT I   List of Subsidiaries
EXHIBIT J   Form of Opinion of Special Counsel
EXHIBIT K   Form of Opinion of Counsel to the Company


                               CREDIT AGREEMENT


      CREDIT AGREEMENT, dated as of August 12, 1997, 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").

1.    DEFINITIONS.

      1.1  Defined Terms.  As used in this Agreement, terms defined in 
the paragraph above have the meanings therein indicated, and the 
following terms have the following meanings:

      "Accountants":  Arthur Andersen LLP, or such other firm of 
certified public accountants of recognized national standing selected by 
the Company.

      "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 Eurodollar 
Rate Loan after it shall have delivered a Borrowing Request to the 
Agent, an amount equal to the principal amount of such Eurodollar Rate 
Loan; (ii) in the event that the right of the Company to have a 
Eurodollar Rate 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 
Eurodollar Rate Loan; and (iii) in the event that the Company shall 
prepay or repay all or any part of the principal amount of a Eurodollar 
Rate 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 Commitments set forth in 
Exhibit A as the same may be reduced pursuant to paragraph 2.5 or 
increased pursuant to paragraph 2.18.

      "Aggregate Tranche A Commitments":  the sum of the Tranche A 
Commitments set forth in Exhibit A, as the same may be reduced pursuant 
to paragraph 2.5 or increased pursuant to paragraph 2.18.

      "Aggregate Tranche B Commitments":  the sum of the Tranche B 
Commitments set forth in Exhibit A, as the same may be reduced pursuant 
to paragraph 2.5 or increased pursuant to paragraph 2.18.

      "Agreement":  this 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 "base rate" and (b) one-half of one percent 
(1/2%) 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 Eurodollar Lending Office, as the case may be.

      "Applicable Margin":  the additional rate per annum to be added to 
the interest rate at which each Loan is made determined by reference to 
Exhibit B hereto based upon the Debt Rating of the Company.

      "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 2.18.

      "Bid Borrowing":  any Borrowing of Bid Rate Loans having the same 
Interest Period from one or more of the Banks on a given date, 
consisting, collectively of all Bid Rate Loans made or to be made by the 
Banks on such date.

      "Bid Rate Loans":  Loans (or any portion thereof) at such time as 
they (or such portions) are made or are being maintained pursuant to 
paragraph 2.3(b).

      "Bid Rate Note":  as defined in paragraph 2.4.

      "Borrowing":  a Borrowing of additional principal amounts pursuant 
to paragraph 2.3 consisting of simultaneous Loans of the same Type made 
by each Bank.

      "Borrowing Request":  as defined in paragraph 2.3.

      "Borrowing Date":  any date specified in a Borrowing Request 
delivered pursuant to paragraphs 2.1 and 2.2 as a date on which the 
Company requests the Banks to make Loans hereunder.

      "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 Eurodollar Loans, any day 
which is a Business Day described in clause (i) above and which is also 
a day on which dealings in foreign currency and exchange and Eurodollar 
funding between banks may be carried on in London, New York City and 
Boston.

      "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.

      "Commitment":  in respect of any Bank, such Bank's undertaking to 
make Loans 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 A under 
the heading "Total Commitment", as the same may be reduced pursuant to 
paragraph 2.5 or increased pursuant to paragraph 2.18.

      "Commitment Extension Request":  a request duly executed by an 
Authorized Signatory substantially in the form of Exhibit H.

      "Commitment Percentage":  as to any Bank, the percentage set forth 
opposite the name of such Bank on Exhibit A under the heading 
"Commitment 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.

      "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 senior 
secured indebtedness according to Standard & Poor's Corporation or 
Moody's Investor Service; in the event that neither Standard & Poor's 
Corporation or 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 1996 Form 10-K and the 
Company's quarterly report on Form 10-Q for the fiscal quarter ended 
March 31, 1997.

      "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 or Bid 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 
hereunder, as from time to time in effect.

      "Eurodollar 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 Eurodollar Rate Loans.

      "Eurodollar Rate":  with respect to any Interest Period applicable 
to any Eurodollar Rate Loan, the rate per annum determined by dividing 
(i) the rate per annum (rounded to the next highest 1/100 of 1%) at 
which Dollar deposits are offered by major banks to major banks in 
immediately available funds in the London interbank eurodollar market as 
determined by the Agent at or about 11:00 a.m. (London time) for 
delivery on the day that is two (2) Business Days prior to the first day 
of such Interest Period, in an amount comparable to the amount of the 
Eurodollar Rate Loan of FNB to which such Interest Period shall apply 
and for a period equal to such Interest Period, by (ii) one minus the 
aggregate of the maximum rates (expressed as a decimal) of reserves 
(including, without limitation, basic, supplemental, marginal and 
emergency reserves) for "Eurocurrency liabilities" of member banks of 
the Federal Reserve System as prescribed under Regulation D of the Board 
of Governors of the Federal Reserve System.  The Eurodollar Rate shall 
be adjusted automatically on and as of the effective date of any change 
in such reserve rate for Eurocurrency liabilities.  Each determination 
by the Agent of the Eurodollar Rate shall be presumed to be correct in 
the absence of manifest error.  All interest based on the Eurodollar 
Rate shall be calculated on the basis of a 360-day year for the actual 
number of days elapsed.

      "Eurodollar Rate Loans":  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 the Eurodollar Rate.

      "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":  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":  the Company's First Mortgage Bonds as set 
forth in the Company's 1996 Form 10-K filed on March 29, 1997 with the 
Securities and Exchange Commission.

      "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, 
debentures, notes or other similar instruments (including, without 
limitation, preferred stock not issued and outstanding as of the date 
hereof that has maturities within the term of this Agreement) and all 
other evidences of indebtedness of the Company (including, without 
limitation, debt with initial maturities of less than one (1) year 
("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).

      "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 Eurodollar 
Rate 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 Eurodollar Rate 
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 Eurodollar Rate 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 
and (d) as to any Bid Rate Loan, the last day of each applicable 
Interest Period.

      "Interest Period":

      (a)  with respect to any Eurodollar Rate 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 
Eurodollar Rate 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 or its irrevocable notice of 
conversion as provided in paragraph 2.7; and

     (ii)  thereafter, each period commencing on, as the case may 
be, the Borrowing Date or a Conversion Date with respect to such 
Eurodollar Rate 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)  with respect to any Bid Rate Loan, a period commencing on the 
date of the making of such Loan and ending on the maturity date 
specified therefor in accordance with paragraph 2.3(b)(i)(D).

      (c)  All of the foregoing provisions relating to Interest Periods 
set forth in paragraphs (a) and (b) above are subject to the following:

     (i)  if any Interest Period pertaining to a Eurodollar Rate 
Loan or a Bid Rate 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 Eurodollar Rate 
Loan or a Bid Rate 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 
Eurodollar Rate Loans so as not to have more than twelve different 
Interest Periods relating to Eurodollar Rate Loans outstanding at 
any one time; and

     (v)  the Company shall select Interest Periods pertaining to 
Eurodollar Rate 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, Bid 
Rate Loans and Eurodollar Rate 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.

      "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 and the Notes and 
any document and instrument executed and/or delivered in connection 
herewith or therewith.

      "Loan":  a Loan made pursuant to paragraph 2.1 or 2.2.

      "Majority Banks":  at any time when no Loans are outstanding, 
Banks having at least 66 2/3% of the Aggregate Commitments; at any time 
when Loans are outstanding, 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, including without limitation, the 
VPSB, charged with the administration thereof or compliance by the 
Company with any request or directive from any Governmental Body, 
including without limitation, the VPSB, the result of which would have a 
Material Adverse Effect.

      "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.

      "Multiemployer Plan":  a Plan which is a multiemployer plan as 
defined in Section 4001 (a)(3) of ERISA.

      "Non-Consenting Bank":  as defined in paragraph 2.15.

      "Notes":  as defined in paragraph 2.4.

      "PBGC":  the Pension Benefit Guaranty Corporation established 
pursuant to Subtitle A of Title IV of ERISA, or any Governmental 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.

      "Pro Rata Loans":  Loans (or any portion thereof) at such time as 
they (or such portions) are made or are being maintained pursuant to 
paragraph 2.3(a).

      "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.

      "Replacement Bank":  as defined in paragraph 2.15.

      "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.

      "Special Counsel":  Gadsby & Hannah 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.

      "Termination Date":  the Tranche A Termination Date and/or the 
Tranche B Termination Date, as applicable.

      "Total Capitalization":  the sum of (a) all outstanding capital 
stock of the Company plus (b) Funded Debt.

      "Tranche A Commitment":  in respect of any Bank, such Bank's 
undertaking to make Tranche A Loans 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 A under the heading "Tranche A Commitment", as the same 
may be reduced pursuant to paragraph 2.5 or increased pursuant to 
paragraph 2.18.

      "Tranche A Loans":  Loans made pursuant to paragraph 2.1.

      "Tranche A Note":  a promissory note made by the Company in favor 
of the Banks evidencing Loans made pursuant to paragraph 2.1, 
substantially in the form of Exhibit G-1 or G-2 hereto.

      "Tranche A Termination Date":  the date which is three hundred 
sixty four (364) days after the Effective Date or any date subsequent 
thereto resulting from an extension of the Tranche A Termination Date 
pursuant to paragraph 2.15.

      "Tranche B Commitment":  in respect of any Bank, such Bank's 
undertaking to make Tranche B Loans 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 A under the heading "Tranche B Commitment", as the same 
may be reduced pursuant to paragraph 2.5 or increased pursuant to 
paragraph 2.18.

      "Tranche B Loans":  Loans made pursuant to paragraph 2.2.

      "Tranche B Note":  a promissory note made by the Company in favor 
of the Banks evidencing Loans made pursuant to paragraph 2.2, 
substantially in the form of Exhibit G-1 or G-2 hereto.

      "Tranche B Termination Date":  the date which is the third (3rd) 
anniversary of the Effective Date or any date subsequent thereto 
resulting from an extension of the Tranche B Termination Date pursuant 
to paragraph 2.15.

      "Type":  Loans made hereunder as Alternate Base Rate Loans, 
Eurodollar Rate Loans or Bid Rate Loans, as the case may be.

      "VPSB":  the Vermont Public Service Board.

1.2    Other Definitional Provisions.

      (a)  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.

      (b)  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.

      (c)  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.

      2.1  Tranche A Loans.

      (a)  Generally.  Subject to the terms and conditions of this 
Agreement, each Bank severally agrees to make Tranche A Loans to the 
Company from time to time on and after the Effective Date to, but 
excluding, the Tranche A Termination Date, provided that the aggregate 
unpaid principal amount of all Tranche A Loans due to each Bank at any 
one time shall not exceed an amount equal to such Bank's Tranche A 
Commitment, and provided further that the aggregate unpaid principal 
amount of the Tranche A Loans at any one time outstanding shall not 
exceed the lesser of (i) the Aggregate Tranche A Commitments and (ii) 
the aggregate outstanding principal balance of all Tranche A Loans 
permitted to be outstanding hereunder after giving effect to the 
mandatory repayments required to be made under paragraph 2.6(b).  During 
the period from the Effective Date to the Tranche A Termination Date, 
the Company may borrow, repay and reborrow hereunder, and may convert 
all or any part of the Tranche A Loans from one Type to another Type or 
continue all or any part of the Tranche A Loans as the same Type in 
accordance with and subject to the terms and provisions hereof.  In the 
event the Company elects to extend the scheduled maturity of the Tranche 
A Loans in accordance with paragraph 2.15 hereof, during the period from 
and after the Tranche A Termination Date to the extended Tranche A 
Termination Date, the Company may prepay the Tranche A Loans and may 
convert all or any part of the Tranche A Loans from one Type to Tranche 
A Loans of another Type or continue all or any part of the Tranche A 
Loans as the same Type, all in accordance with and subject to the terms 
and provisions hereof.

      (b)  Pro Rata Loans.  Upon the terms and subject to the conditions 
of this Agreement, each Bank agrees to make, from time to time during 
the period from the Effective Date through the Tranche A Termination 
Date, Pro Rata Loans to the Company.  The aggregate unpaid principal 
amount of all Tranche A Pro Rata Loans made by each Bank shall not 
exceed at any one time an amount equal to such Bank's Tranche A 
Commitment, and the aggregate unpaid principal amount of the Tranche A 
Loans at any one time outstanding shall not exceed the lesser of (i) the 
Aggregate Tranche A Commitments and (ii) the aggregate outstanding 
principal balance of all Tranche A Loans permitted to be outstanding 
hereunder after giving effect to the mandatory repayments required to be 
made under paragraph 2.6(b).  Subject to the terms and conditions of 
this Agreement, the Tranche A Pro Rata Loans may, at the option of the 
Company, be made as, and from time to time continued as or converted 
into, Alternate Base Rate or Eurodollar Rate Loans of any permitted 
Type, or any combination thereof.

      (c)  Bid Rate Loans.  Upon the terms and subject to the conditions 
of this Agreement, each Bank may, in response to each request for 
Tranche A Bid Rate Loans, submit one or more bids to make Tranche A Bid 
Rate Loans as provided in paragraph 2.3(b).  Each Bank shall have sole 
and absolute discretion whether to submit any such bid or bids and is 
not under any obligation so to do.

      2.2  Tranche B Loans.

      (a)  Generally.  Subject to the terms and conditions of this 
Agreement, each Bank severally agrees to make Tranche B Loans to the 
Company from time to time on and after the Effective Date to, but 
excluding, the Tranche B Termination Date, provided that the aggregate 
unpaid principal amount of all Tranche B Loans due to each Bank at any 
one time shall not exceed an amount equal to such Bank's Tranche B 
Commitment, and provided further that the aggregate unpaid principal 
amount of the Tranche B Loans at any one time outstanding shall not 
exceed the lesser of (i) the Aggregate Tranche B Commitments and (ii) 
the aggregate outstanding principal balance of all Tranche B Loans 
permitted to be outstanding hereunder after giving effect to the 
mandatory repayments required to be made under paragraph 2.6(b).  During 
the period from the Effective Date to the Tranche B Termination Date, 
the Company may borrow, repay and reborrow hereunder, and may convert 
all or any part of the Tranche B Loans from one Type to another Type or 
continue all or any part of the Tranche B Loans as the same Type in 
accordance with and subject to the terms and provisions hereof.  In the 
event the Company elects to extend the scheduled maturity of the Tranche 
B Loans in accordance with paragraph 2.15 hereof, during the period from 
and after the Tranche B Termination Date to the extended Tranche B 
Termination Date, the Company may prepay the Tranche B Loans and may 
convert all or any part of the Tranche B Loans from one Type to Tranche 
B Loans of another Type or continue all or any part of the Tranche B 
Loans as the same Type, all in accordance with and subject to the terms 
and provisions hereof.

      (b)  Pro Rata Loans.  Upon the terms and subject to the conditions 
of this Agreement, each Bank agrees to make, from time to time during 
the period from the Effective Date through the Tranche B Termination 
Date, Pro Rata Loans to the Company.  The aggregate unpaid principal 
amount of all Tranche B Pro Rata Loans made by each Bank shall not 
exceed at any one time an amount equal to such Bank's Tranche B 
Commitment, and the aggregate unpaid principal amount of the Tranche B 
Loans at any one time outstanding shall not exceed the lesser of (i) the 
Aggregate Tranche B Commitments and (ii) the aggregate outstanding 
principal balance of all Tranche B Loans permitted to be outstanding 
hereunder after giving effect to the mandatory repayments required to be 
made under paragraph 2.6(b).  Subject to the terms and conditions of 
this Agreement, the Tranche B Pro Rata Loans may, at the option of the 
Company, be made as, and from time to time continued as or converted 
into, Alternate Base Rate or Eurodollar Rate Loans of any permitted 
Type, or any combination thereof.

      (c)  Bid Rate Loans.  Upon the terms and subject to the conditions 
of this Agreement, each Bank may, in response to each request for 
Tranche B Bid Rate Loans, submit one or more bids to make Tranche B Bid 
Rate Loans as provided in paragraph 2.3(b).  Each Bank shall have sole 
and absolute discretion whether to submit any such bid or bids and is 
not under any obligation so to do.

      2.3  Procedure for Borrowings.

      (a)  With respect to Pro Rata Loans, the Company may effect a 
Borrowing on any Business Day occurring on or after the Effective Date 
by giving the Agent an irrevocable telephonic (to be promptly confirmed 
in writing) or 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, two Business Days prior 
to the requested Borrowing Date, if the Company is requesting that 
Eurodollar Rate 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 Eurodollar Rate Loans, Alternate Base Rate 
Loans or a combination thereof, and (iv) if the Loans are to be 
Eurodollar Rate 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 Aggregate Tranche A or Tranche B Commitments, as the case may be.  
The principal amount of each Bank's Tranche A Loan or Tranche B Loan 
made on a Borrowing Date shall be in an amount equal to such Bank's 
Tranche A Commitment Percentage or Tranche B Commitment Percentage, as 
the case may be, of the 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 Eurodollar Rate 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 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, in 
the case of Eurodollar Rate Loans, not later than 12:00 noon, Boston 
time, and in the case of Alternate Base Rate Loans, not later than 11:00 
a.m., 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 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 Commitment Percentage of such 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 Commitment Percentage of such Loans shall 
become immediately available to the Agent, and the denominator of which 
is 365.  If such Bank shall pay to the Agent such amount, such amount so 
paid shall constitute such Bank's Loan as part of such Loans for 
purposes of this Agreement, which Loan shall be deemed to have been made 
by such Bank on the date such amount is so paid, but without prejudice 
to the Company's rights against such Bank.  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, the Company shall 
pay to the Agent forthwith on demand (but without duplication) an amount 
equal to such Bank's Commitment Percentage of such 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 Loans as set forth in 
paragraph 2.8.  Such payment by the Company, however, shall be without 
prejudice to its rights against such Bank.

      (b)  With respect to Bid Rate Loans:

     (i)  The Company shall give each Bank a request for a Bid 
Borrowing which, at the Company's option, shall be by telephone, 
telex or telecopy, no later than 10:00 a.m. on the requested date 
for such Bid Borrowing (a "Bid Borrowing Date").  No more than 
three Bid Borrowings may be requested for any day.  Such request 
(other than a telephonic request) shall be submitted in the form of 
Exhibit D and each request shall specify (A) the requested date of 
such Bid Borrowing, which shall be a Business Day, (B) the 
principal amount of such Bid Borrowing, which shall be equal to 
$500,000 or any multiple of $500,000, (C) the extent to which such 
Bid Borrowing is to be applied on the requested date of such Bid 
Borrowing to prepay Loans pursuant to paragraph 2.6, and (D) the 
maturity date (which shall be a Business Day (1) no earlier than 
one day and no later than 180 days, after the requested date of 
such Bid Borrowing and (2) no later than the applicable Termination 
Date) of Bid Rate Loans to be made pursuant to such Bid Borrowing.

     (ii)  Each Bank may, in its sole and absolute discretion, 
submit, by telephone, telex or telecopy, to the Company no later 
than 11:00 a.m. on the Bid Borrowing Date, not more than two bids 
for Bid Rate Loans in response to a request for a Bid Borrowing.  
Each bid (other than a telephonic bid) shall be submitted in the 
form of Exhibit E, and each bid shall (A) identify the Bank making 
such bid, (B) identify the Bid Borrowing to which such bid relates, 
(C) specify the fixed rate of interest per annum (computed on the 
basis of a 360-day year and for the actual number of days elapsed 
and expressed in decimals to 1/10,000 of 1%) that such Bank is 
willing to offer for a Bid Rate Loan to be made as part of such Bid 
Borrowing, and (D) specify the maximum and minimum principal amount 
of the Bid Rate Loan such Bank is willing to make at such rate as 
part of such Bid Borrowing, which amount may exceed such Bank's 
Tranche A Commitment or Tranche B Commitment, as the case may be, 
at such time.  All bids of a Bank with respect to Bid Borrowings to 
be made at the same time must be submitted by such Bank at the same 
time.  No such bid may contain qualifying, conditional or similar 
language or contain proposed terms other than those specified in 
this paragraph (ii).  Each such bid shall be irrevocable and may 
not be modified except to correct a manifest error therein that has 
not been relied upon by the Company.

     (iii)  Not later than 12:00 p.m. on the Bid Borrowing Date, 
the Company shall telephonically notify (which telephonic notice 
shall be promptly confirmed in writing by facsimile in 
substantially the form of Exhibit F) each of the Banks that 
submitted an accepted bid with respect to the applicable Bid 
Borrowing (which notice shall be irrevocable except, with respect 
to notices that have not yet been relied upon by any Bank, in the 
case of manifest error) that such bids were accepted and shall 
identify such bids and the respective amounts thereof so accepted.  
Concurrently with the notification to the Banks of any accepted 
bids, the Company shall notify the Agent in substantially the form 
of Exhibit F, and shall identify (A) the Bank making such Loan, (B) 
the date of the Loan, (C) the amount of the Loan and (D) the terms 
of the Loan.  Each bid that the Company has not notified the Banks 
by such time that it is accepting shall be deemed to have been 
rejected.  The Company may accept or reject any bid in whole or in 
part; provided, however, that (A) the Company may not accept bids 
to the extent that, after giving effect thereto, the aggregate 
unpaid principal amount of all Tranche A Loans or Tranche B Loans 
of all of the Banks at such time would exceed the aggregate amount 
of the Tranche A Commitments or Tranche B Commitments, as the case 
may be, of all of the Banks at such time, (B) the aggregate 
principal amount of bids accepted with respect to any Bid Borrowing 
may not exceed the principal amount specified for such Bid 
Borrowing in the request therefor, and (C) the aggregate principal 
amount of any bid by any Bank accepted with respect to a Bid 
Borrowing may not exceed the maximum, nor be less than the minimum, 
aggregate principal amount thereof specified in such Bank's 
response to the request for such Bid Borrowing.  

     (iv)  Not later than 1:00 p.m. on the date of each Bid 
Borrowing, each Bank that has had accepted all or part of any bid 
made by it with respect to such Bid Borrowing shall wire transfer 
the amount of the Bid Rate Loan or Loans to be made by such Bank as 
part of such Bid Borrowing to the Company's account with the Agent, 
in Dollars immediately available.

     (v)  Bid Borrowings shall be disbursed by the Agent not later 
than 2:00 p.m. on the date specified therefor in the following 
order: (A) first, to be applied by the Agent to repay Bid Rate 
Loans maturing or matured as of the date of such Bid Borrowing, (B) 
second, to be applied by the Agent to prepay Loans as specified in 
paragraph 2.03(b)(i)(C) and for which payments a notice of 
prepayment shall have been duly given in accordance with paragraph 
2.6 and (C) third, by credit to an account of the Company at the 
Agent's Office or in such other manner as may have been specified 
in the applicable notice and as shall be acceptable to the Agent, 
in each case in Dollars immediately available to the Company or the 
appropriate Bank, as the case may be.

     (vi)  Each Bid Borrowing shall be deemed a reduction of the 
unused Tranche A Commitments and then, to the extent that there are 
no unused Tranche A Commitments, a reduction of the unused Tranche 
B Commitments, of each Bank in an amount equal to such Bank's 
pro-rata share (determined in accordance with their respective 
Tranche A Commitments or Tranche B Commitments, as the case may 
be,) of the aggregate amounts of Bid Rate Loans made pursuant to 
such Bid Borrowing, whether or not such Bank shall have made any 
Bid Rate Loan, and notwithstanding the amount of any Bid Rate Loan 
made by such Bank, as a part of such Bid Borrowing.  The unused 
Tranche A Commitment or Tranche B Commitment, as the case may be, 
of each Bank shall, upon repayment of a Bid Rate Loan not later 
than the applicable Termination Date, be reinstated in the amount 
of the corresponding reduction effected pursuant to the preceding 
sentence.

     (vii)  If (A) (1) the Company shall, on a Bid Borrowing Date, 
fail to accept bids in an aggregate amount sufficient to repay the 
Bid Rate Loans maturing or matured as of such day, or (2) if bids 
submitted in response to a request for a Bid Borrowing are in an 
aggregate amount insufficient to pay the Bid Rate Loan or Loans 
maturing or matured as of the day of such Bid Borrowing and (B) Bid 
Rate Loans maturing on such day shall not otherwise be repaid on 
such day, the Company shall, unless it provides written notice to 
the Agent to the contrary by 11:00 a.m. on such day, be deemed to 
have duly requested Alternate Base Rate Loans to be made on such 
date in an amount sufficient to repay the balance of such maturing 
and matured Bid Rate Loans.

     (viii)  The parties may, by agreement among the Company, the 
Agent and each of the Banks, adopt in writing alternative 
procedures (including alternative time schedules) for requesting, 
offering and consummating Bid Rate Loans.

      2.4  Notes.  Loans made by each Bank with respect to Alternate 
Base Rate Loans and Eurodollar Rate Loans shall be evidenced by a 
promissory note of the Company, substantially in the form of Exhibit G-
1, and with respect to Bid Rate Loans shall be evidenced by a promissory 
note of the Company substantially in the form of Exhibit G-2 (a "Bid 
Rate Note"), all with appropriate insertions therein (as endorsed and as 
amended or otherwise modified from time to time, a "Note" and, 
collectively, the "Notes"), payable to the order of such Bank and 
representing the obligation of the Company to pay the aggregate unpaid 
principal amount of all 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 Loan made by such Bank and the other 
information applicable thereto, and each payment or prepayment of 
principal of, such Loan, on the applicable grid (and any continuations 
thereof) annexed to and constituting a part of its Note.  No failure to 
so record or any error in so recording shall affect the obligation of 
the Company to repay such Loans, with interest thereon, as herein 
provided.  Each Note shall (a) be dated the date the initial Loans are 
made, (b) be stated to mature on the Tranche A Termination Date or 
Tranche B Termination Date, as the case may be, and (c) 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.

      2.5  Voluntary Reductions of the Aggregate Commitments: 
Termination.

      (a)  Voluntary Reductions.  During the period from the Effective 
Date to the Tranche A Termination Date and the Tranche B Termination 
Date, as the case may be, the Company shall have the right, upon at 
least two Business Days' prior written notice to the Agent, to reduce 
permanently the Aggregate Tranche A Commitments or Tranche B 
Commitments, as the case may be, in whole at any time, or in part from 
time to time, without premium or penalty, provided that (i) each partial 
reduction of such Aggregate Commitments shall be in an amount equal to 
at least $500,000 or such amount plus a whole multiple of $500,000, and 
(ii) such Aggregate Commitments shall not be reduced to an amount less 
than the aggregate principal balance of the Tranche A Loans or the 
Tranche B Loans, as the case may be, outstanding on the date of such 
reduction (after giving effect to reductions in such balance made on 
such date).  Upon such Aggregate Commitments being permanently reduced 
to zero prior to such Termination Date and upon payment in full of such 
Loans and all other sums due hereunder and under such Notes, this 
Agreement shall be deemed terminated with respect to the Tranche A Loans 
or the Tranche B Loans, or both, as the case may be, except to the 
extent that any provisions hereof expressly survive such payment.

      (b)  General.  Reductions of the Aggregate Commitments under 
clause (a) above shall reduce each Bank's Commitment pro rata according 
to the Commitment Percentage of such Bank.  The Agent shall promptly 
notify each Bank of each reduction in the Aggregate 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 Loans 
according to the outstanding principal balance of the Loans.  
Simultaneously with each reduction of the Aggregate Commitments under 
this paragraph 2.5, the Company shall prepay the Loans in the amount, if 
any, by which the aggregate unpaid principal balance of the Loans 
exceeds the amount of the Aggregate Commitments as so reduced.

      If any prepayment is made under this paragraph 2.5 with respect to 
any Eurodollar Rate 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 Eurodollar Rate 
Loans, no Eurodollar Rate 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.

      2.6  Prepayments and Payment of Loans.

      (a)  Voluntary Prepayments.  The Company may, at its option, 
prepay Alternate Base Rate Loans or Eurodollar Rate 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 Eurodollar Rate 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, if less, the outstanding principal balance of the 
applicable Notes, provided, however, that after giving effect to any 
such prepayment, no Eurodollar Rate 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.

      (b)  Mandatory Repayment.  On each Termination Date, as may be 
extended in accordance with the terms of paragraph 2.15 hereof, the 
Company shall repay in full the aggregate principal balance of all 
Tranche A Loans and Tranche B Loans, as the case may be, outstanding on 
such date, together with accrued interest on such amount to such date 
and any Facility Fees, Agent's Fees or other amounts owing hereunder or 
under the Notes.

      (c)  Prepayments of Bid Rate Loans.  Bid Rate Loans may not be 
prepaid.

      2.7  Conversion Options.

      (a)  Conversion of Pro Rata Loans.  The Company may elect from 
time to time to convert Eurodollar Rate Loans to Alternate Base Rate 
Loans by giving the Agent at least one Business Day's prior notice of 
such election (in substantially the form of Borrowing Request attached 
hereto as Exhibit C), specifying the amount to be so converted, 
provided, that any such conversion of Eurodollar Rate 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 Eurodollar 
Rate Loans, by giving the Agent at least two Business Day's 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 Eurodollar Rate Loans shall 
only be made on a Business Day.  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 Eurodollar Rate Loans or Eurodollar Rate 
Loans to Alternate Base Rate Loans shall be in an aggregate principal 
amount of at least $500,000.  After giving effect to any such 
conversion, no Eurodollar Rate 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.  A conversion of a Loan in accordance with this paragraph 
2.7 shall not require the Company to comply with the conditions to 
Borrowing set forth in paragraph 6.

      (b)  Continuation of Pro Rata Loans.  Any Eurodollar Rate 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 Borrowing Request attached hereto as 
Exhibit C) to the Agent of its intention to do so two Business Days 
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 Eurodollar 
Rate Loan shall convert to an Alternate Base Rate Loan immediately upon 
the expiration of the then current Interest Period with respect thereto, 
(ii) any Eurodollar Rate Loans that are being continued as such shall be 
in an aggregate principal amount of at least $500,000 and (iii) no 
Eurodollar Rate 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.

      (c)  Restrictions on Conversion and Continuation of Bid Rate 
Loans.  Bid Rate Loans may not be converted or continued, except as 
required under paragraph 2.11(b).

      2.8  Interest Rate and Payment Dates for Loans.

      (a)  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 Eurodollar Rate Loan, from the Conversion Date thereof, 
until maturity or until converted into Eurodollar Rate Loans, on the 
unpaid principal amount thereof at the Alternate Base Rate, and (ii) 
Loans made as Eurodollar Rate Loans shall bear interest for each 
Interest Period with respect thereto on the unpaid principal amount 
thereof at the applicable rate of interest per annum based on the 
Eurodollar Rate for each such Interest Period plus the Applicable Margin 
for such period based on 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 applicable to such Loans during the relevant 
period and (iii) Loans made as Bid Rate Loans shall bear interest in 
accordance with paragraph 2.3(b).  Any change in the Applicable Margin 
with respect to any Loans 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.

      (b)  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, (ii) sum of 
the Eurodollar Rate plus the Applicable Margin for Eurodollar Rate 
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 and (iii) Bid Rate for Bid Rate 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.

      (c)  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.  At no time shall the interest rate 
payable on the Loans, together with the Agent's Fees, the Facility Fee 
and all other fees and amounts payable hereunder and under the Notes, to 
the extent that any of the 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 is based 
upon 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 upon the Loans upon 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.

      2.9  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 eurodollar market, (i) either adequate 
and reasonable means do not exist for ascertaining a Eurodollar Rate 
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 Eurodollar Rate will not adequately and fairly reflect the cost 
to such Bank of making or maintaining its funding of a Eurodollar Rate 
Loan with respect to (a) a proposed Loan that the Company has requested 
be made as a Eurodollar Rate Loan, or (b) a Eurodollar Rate Loan that 
will result from the requested conversion of any Loan into a Eurodollar 
Rate 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 with respect to such Affected Loan or request that 
such Affected Loan be made as an Alternate Base Rate Loan or as a Bid 
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 or a Bid Rate Loan in accordance with paragraph 2.3 
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.

      2.10  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 Eurodollar Rate Loans as contemplated by 
this Agreement, (a) the commitment of such Bank hereunder to make 
Eurodollar Rate Loans or to convert Alternate Base Rate Loans to 
Eurodollar Rate Loans or to continue Eurodollar Rate Loans as such shall 
forthwith be suspended and (b) such Bank's Loans then outstanding as 
Eurodollar Rate 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 Eurodollar Rate 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 Eurodollar Rate Loans, such Bank's 
commitment to make or maintain such Eurodollar Rate 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 Eurodollar Rate Loans 
as contemplated by this Agreement.

      2.11  Increased Costs.

	(a)	Regulatory Changes.  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 Eurodollar Rate Loan or its obligations under this 
Agreement to make Eurodollar Rate 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 Eurodollar Rate 
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 Eurodollar Rate 
Loans which is not otherwise included in the determination of a 
Eurodollar Rate; or

      (iii)  imposes on such Bank any other condition with respect 
to Loans hereunder or the Commitments;

and the result of any of the foregoing is to increase the cost to such 
Bank of making, renewing, converting or maintaining its Eurodollar Rate 
Loans, or to reduce any amount receivable in respect of its Eurodollar 
Rate 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.

      (b)  Automatic Conversion.  A Bank's Bid Rate Loans of any Type 
shall be converted into Alternate Base Rate Loans (in the case of clause 
(i) below, on the last day such Bank may lawfully continue to maintain 
Loans of that Type, and, in the case of clause (ii) below, on the day 
determined by such Bank to be the last Business Day before the effective 
date of the applicable restriction) if:

      (i)  at any time such Bank determines that any Regulatory 
Change makes it unlawful for such Bank to maintain any Bid Rate 
Loan of that Type, or to comply with its obligations hereunder in 
respect thereof; or

      (ii)  such Bank determines that, by reason of any Regulatory 
Change, such Bank is restricted, directly or indirectly, in the 
amount that it may hold of (A) a category of liabilities that 
includes deposits by reference to which, or on the basis of which, 
the interest rate applicable to Bid Rate Loans of that Type is 
directly or indirectly determined, or (B) the category of assets 
that includes Bid Rate Loans of that Type.  

      (c)  Treatment of Converted Loans.  If, as a result of paragraph 
2.11(b), any Loan of any Bank that would otherwise be maintained as a 
Bid Rate Loan of any Type for any Interest Period is instead converted 
into an Alternate Base Rate Loan, then, such Loan shall be treated as 
being a Bid Rate Loan of such Type for such Interest Period for all 
purposes of this Agreement (including the timing, application and 
proration among the Banks of interest payments, conversions and 
prepayments) except for the calculation of the interest rate borne by 
such Loan.  The Agent shall promptly notify the Company and each Bank of 
the existence or occurrence of any condition or circumstance specified 
in Section 2.11(b)(i), and each Bank shall promptly notify the Company 
and the Agent of the existence or occurrence of any condition or 
circumstances specified in Sections 2.11(b)(ii) applicable to such 
Bank's Loans, but the failure by the Agent or such Bank to give any such 
notice shall not affect such Bank's rights hereunder.  

      2.12  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 Eurodollar Loans or Bid Rate Loans, or if the 
right of the Company to have Eurodollar Rate Loans or Bid Rate 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 Eurodollar Rate Loan 
or Bid Rate Loan is outstanding, any repayment or prepayment of the 
principal amount of such Eurodollar Rate Loan or Bid Rate 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) with respect to Eurodollar 
Rate Loans,

                          A x (B - C) x D
                                        -
                                       365
where:

"A" equals the Affected Principal Amount;
"B" equals the Eurodollar Rate (expressed as a 
decimal), as the case may be, applicable to such 
Eurodollar Rate Loan;
"C" equals the applicable Eurodollar Rate (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) with respect to both Eurodollar Rate Loans and Bid Rate Loans, 
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.

      2.13  Use of Proceeds.  The proceeds of the Loans shall be used 
for working capital and other general corporate purposes.

      2.14  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 amounts 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.

      2.15  Extension of Termination Date.  With respect to Tranche A 
Loans, the Company may, pursuant to a Commitment Extension Request in 
the form of Exhibit H delivered to the Agent and each Bank not less than 
75 days prior to the then scheduled Termination Date, request each Bank 
to extend its Commitment for an additional three-hundred sixty-four 
(364) day period expiring on the 364th day of such period (or, if such 
date is not a Business Day, on the immediately preceding Business Day).  
With respect to Tranche B Loans, the Company may request each Bank to 
extend its Commitment on no more than two (2) occasions pursuant to a 
Commitment Extension Request delivered to the Agent and each Bank not 
less than 75 days prior to the first and second anniversaries of the 
date hereof for additional one-year periods expiring on the fourth and 
fifth anniversaries of the date hereof, respectively (or, if such date 
is not a Business Day, on the next succeeding Business Day).  Each of 
the Banks shall, within 45 days of receipt of a Commitment Extension 
Request from the Company, provide the Company with a non-binding 
preliminary indication regarding whether such Bank is likely to consent 
to the extension of its Commitment.  If all Banks consent to the 
extension of their respective Commitments, which consents shall be given 
no less than 30 days prior to the then scheduled applicable Termination 
Date, by signing and returning an original copy of the Commitment 
Extension Request attached hereto as Exhibit H, such Termination Date 
shall be so extended, and each Bank hereby agrees that the Agent may 
amend this Agreement and any other Loan Document to the extent necessary 
to effectuate such extension without the necessity of obtaining any such 
Bank's signature, the provisions of paragraph 13 to the contrary 
notwithstanding.  In the event that less than all of the Banks consent 
to an extension of their respective Commitments, such Termination Date 
shall not be extended, unless the Company designates another bank 
reasonably satisfactory to the Banks willing so to extend such 
Termination Date, or one or more of the signatory Banks elect to 
increase its or their Commitments to the amount of the Commitment of the 
nonconsenting Bank (any such other bank, including any signatory Bank, 
to the extent of, and with respect to such an increase in its 
Commitment, being herein called a "Replacement Bank"), to assume the 
Commitment and obligations of such nonconsenting Bank or Banks (each, a 
"Nonconsenting Bank") with respect to its Loans, and to purchase the 
outstanding Note of such nonconsenting Bank and such Nonconsenting 
Bank's rights with respect to its Loans, without recourse or warranty, 
for a purchase price equal to the outstanding principal balance of the 
Note of such Nonconsenting Bank, plus all interest accrued thereon and 
all other amounts owing to such Nonconsenting Bank hereunder.  Upon such 
assumption and purchase by a Replacement Bank, and provided that the 
Banks (excluding the Nonconsenting Banks and each Replacement Bank) have 
consented to the Commitment Extension Request prior to the then 
scheduled Termination Date, (i) such Termination Date shall be so 
extended, (ii) each such Replacement Bank shall be deemed to be a "Bank" 
for purposes of this Agreement, and (iii) each Nonconsenting Bank shall 
cease to be a "Bank" for all purposes of this Agreement (except with 
respect to its rights hereunder to be reimbursed for costs and expenses, 
and to indemnification with respect to, matters attributable to events, 
acts or conditions occurring prior to such assumption and purchase) and 
shall no longer have any obligations hereunder.

      Each Bank will use its best efforts to respond promptly to any 
Commitment Extension Request, provided that no Bank's failure to so 
respond shall create any claim against it or have the effect of 
extending such applicable Termination Date.

      2.16  Notice of Costs: Substitution 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 on 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 2.11, 2.12 or 2.14) owed to such 
Bank 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.

      2.17  Regulatory Approvals.

      (a)  Anything herein to the contrary notwithstanding, if the 
Company has not received all required approvals in connection with the 
Tranche B Loans from the VPSB on or prior to the Effective Date or 
within 120 days after the Effective Date, all Loans made hereunder shall 
be deemed to be Tranche A Loans and the Tranche A Loan Aggregate 
Commitments shall be equal to the amount of the Total Commitments as set 
forth on Exhibit A.

      (b)  Anything herein to the contrary notwithstanding, if the 
Company has not received all required approvals in connection with the 
Tranche B Loans from the VPSB on or prior to the Effective Date but 
receives such approvals on or prior to that date which is 120 days from 
the Effective Date, from and after the tenth (10th) Business Day after 
receipt by the Banks of such approvals, paragraph 2.17(a) shall no 
longer apply and the Tranche A Loan Aggregate Commitments and the 
Tranche B Loan Aggregate Commitments shall be as set forth on Exhibit A.

      2.18  Increase of Commitments.  So long as the Company has 
received all required approvals in connection with the Tranche B Loans, 
the Company may, at its option, obtain Loans from any bank or other 
institutional lender (including a Bank) so long as the Aggregate 
Tranche A Commitments shall not at any time exceed $20,000,000 and the 
Aggregate Tranche B Commitments shall not at any time exceed $40,000,000 
and that as a condition precedent to any such Loans, any such bank or 
other institutional lender that is not a Bank (i) shall be subject to 
the prior written approval of the Agent, which approval shall not be 
unreasonably withheld or delayed, and (ii) shall become a party to this 
Agreement as a "Bank", as defined herein, and thereafter shall be deemed 
to be a "Bank" for purposes of this Agreement.  Each such Loan shall be 
made pro rata as between Tranche A Loans and Tranche B Loans such that 
one-third (1/3) shall be applied as a Tranche A Loan and two-thirds 
(2/3) shall be applied as a Tranche B Loan.

3.    FEES; PAYMENTS.

      3.1  Facility Fee.  The Company agrees to pay to the Agent for the 
account of the Banks a fee (the "Facility Fee") equal to the rate per 
annum determined by reference to Exhibit B hereto based upon the Debt 
Rating of the Company multiplied by the Aggregate Commitment, 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 
applicable Termination Date or the date all sums due hereunder and under 
the Tranche A Notes or Tranche B Notes, as the case may be, 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.

      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.

      3.3  Computation of Interest and Fees.

      (a)  Interest in respect of Alternate Base Rate Loans and all 
other fees 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 Eurodollar Rate Loans 
and Bid Rate Loans 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 Eurodollar Rate 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.

      (b)  Each determination of the Alternate Base Rate or the 
Eurodollar Rate by the Agent pursuant to any provision of this Agreement 
shall be presumed to be correct absent manifest error.

      3.4  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.  All payments (including 
prepayments) to be made by the Company on account of principal and 
interest on Loans comprising the same Borrowing 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 Eurodollar 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.

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:

      4.1  Subsidiary.  The Company has the Subsidiaries set forth in 
Exhibit I.  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.

      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.

      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.  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 for the approval of the VPSB referred to in paragraph 5.6.

      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.

      4.5  Litigation.  Except for the matters set forth in the 
Designated Documents, and except for the retail rate increase request 
filed by the Company with the VPSB on June 16, 1997, 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.

      4.6  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.

      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, 1990, 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.

      4.8  Financial Statements.  The Company heretofore delivered to 
each Bank (i) copies of the Consolidated Balance Sheets at December 31, 
1996 and December 31, 1995, and the related Consolidated Statements of 
Income, Cash Flows and Capitalization Data for the years ended 
December 31, 1996, 1995 and 1994 and (ii) copies of the Consolidated 
quarterly reports of the Company and its Subsidiaries as of June 30, 
1996, September 30, 1996 and March 31, 1997, each 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 January 31, 1997, 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, 1996.  
Since December 31, 1996, each of the Company and each Subsidiary has 
conducted its business only in the ordinary course, and as of the 
Effective Date there has been no adverse change in the financial 
condition, Property, operations or prospects of the Company and its 
Subsidiaries which is material to the Company and its Subsidiaries on a 
Consolidated basis.

      4.9  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.

      4.10  Governmental Regulations.  The Company is not an "Investment 
Company" as such term is defined in the Investment Company Act of 1940, 
as amended.

      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.

      4.12  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 G, 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.  Not more 
than 25% of the value of the aggregate of the assets of the Company 
subject to the provisions of this Agreement is represented by margin 
stock within the meaning of said Regulation U.

      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.

      4.14  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.

      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 is 
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).

      4.16  Approvals.  Except for the regulatory approval of the VPSB 
with respect to the Tranche B Loan, 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.

      4.17  Regulatory Investigations.  The VPSB is not currently 
conducting and has not conducted within the five (5) year period 
immediately preceding the date hereof, an investigation of the Company 
or any of its Subsidiaries, other than an investigation conducted by the 
VPSB in its routine general supervisory role of the Company as a public 
utility company.

      4.18  No Adverse Change or Event.  Since December 31, 1996, no 
change in the business, assets, liabilities, condition (financial or 
otherwise), results of operations or business prospects of the Company 
has occurred, and 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 changes, events and failures, a Material Adverse 
Effect on (a) the Company or (b) any Loan Document.  Such an adverse 
change may have occurred, and such an event may have occurred or failed 
to occur, at any particular time notwithstanding the fact that at such 
time no default or Event of Default shall have occurred and be 
continuing.

5.    CONDITIONS OF BORROWING -- FIRST BORROWING.  In addition to the 
requirements set forth in paragraph 6, the obligations of the Banks to 
make the first Loans on the initial Borrowing Date are subject to the 
fulfillment of the following conditions precedent:

      5.1  Evidence of Corporate Action.  The Agent shall have received 
a certificate, dated the EffectiveDate, 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 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, (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 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.

      5.2  Notes.  The Agent shall have received and be in possession of 
the Notes executed by the duly authorized officer or officers of the 
Company.

      5.3  Approval of Special Counsel.  All legal matters incident to 
the making of the first Loans on the initial Borrowing Date shall be 
satisfactory to Special Counsel, and the Agent shall have received from 
Special Counsel an opinion addressed to the Banks and to the Agent, 
dated the Effective Date, substantially in the form of Exhibit J.

      5.4  Opinion of Counsel to the Company.  The Agent shall have 
received the opinion of Sheehey Brue Gray & Furlong 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 K.

      5.5  Fees.  The fees of Special Counsel shall have been paid.

      5.6  VPSB Approval.  Subject to paragraph 2.17, the Agent shall 
have received true copies for each Bank of the order or orders of the 
VPSB approving this Agreement in the form executed and delivered to the 
Agent by the Company and each Bank with no material changes to this 
Agreement.  Such approval shall be final and shall no longer be subject 
to appeal, shall be in full force and effect, shall be in form and 
substance satisfactory to the Agent and Special Counsel.  In addition, 
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.

6.    CONDITIONS OF BORROWING -- ALL BORROWINGS.  The obligations of the 
Banks to make all Loans hereunder on each Borrowing Date are subject to 
the fulfillment of the following conditions precedent:

      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 date 
of the last Borrowing Date, and the Agent shall have received a 
certificate in the form of Exhibit C attached hereto (with respect to 
Pro Rata Loans) or in the form of Exhibit F attached hereto (with 
respect to Bid Rate Loans), dated the Borrowing Date, and signed on 
behalf of the Company by a duly authorized officer of the Company, to 
the same effect as all of the foregoing matters.

      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.

      6.3  Approval of Counsel.  All legal matters in connection with 
the making of each Loan on Borrowing Date shall be reasonably 
satisfactory to such counsel with whom the Agent may deem it necessary 
to consult.

      6.4  Borrowing Request.  The Agent shall have received a Borrowing 
Request.

      6.5  Other Documents.  The Agent shall have received such other 
documents as the Agent shall reasonably require.

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:

      7.1  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.

      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.

      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.

      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.

      7.5  Observance of Legal Requirements: ERISA.  Observe 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.

      7.6  Financial Statements and Other Information.  Furnish to the 
Agent and the Banks:

      (a)  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;

      (b)  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;

      (c)  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 under any 
agreement with respect to Funded Debt of the Company (including this 
Agreement);

      (d)  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;

      (e)  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;

      (g)  prompt written notice and a copy of any Environmental Notice 
excluding, however, any such Environmental Notices relating to the Pine 
Street Marsh site in Burlington, Vermont (the "Pine Street Site") if the 
effect of such Environmental Notice (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;

      (h)  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

      (i)  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.

      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.

8.    NEGATIVE COVENANTS.  The Company covenants and agrees that from 
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 not:

      8.1  Funded Debt.  Create, incur, assume, guarantee or suffer to 
exist any Short-Term Funded Debt (excluding the Loans) in excess of 
$8,000,000, 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, or unless the same is 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.

      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 unless the same is permitted 
or allowed in connection with the First Mortgage Bonds, the provisions 
of which specifically relating to restrictions on Liens are incorporated 
by reference herein as if fully set forth herein, and 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;

      (ii)  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 preceding 
for review and which Liens do not, or would not, have a Material Adverse 
Effect;

      (iii)  Liens upon Property of the Company to secure debt or other 
obligations owing by the Company to the United States, the State of 
Vermont or any agencies or instrumentalities of either thereof in 
connection with the financing or other furnishing of the respective 
property by the respective government, agency or instrumentality and 
which liens do not or would not, have a Material Adverse Effect;

      (iv)  Liens arising by reason of the terms of contracts to which 
the Company is a party relative to the joint ownership of generation 
and/or transmission facilities and which Liens do not, or would not, 
have a Material Adverse Effect; and

      (v)  any other Liens not in excess of $500,000 in the aggregate.

      8.3  Mergers and Consolidations.  Except with the prior written 
consent of the Majority Banks, consolidate with or merge into any other 
Person.

      8.4  Sale of Property.  Except with the prior written consent of 
the Majority Banks, 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.

      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.

      8.6  Guaranties.  Except as set forth in the Financial Statements, 
the Company shall not 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.

      8.7  Amendment of Charter or By-Laws.  The Company shall not 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.

      8.8  Funded Debt to Capitalization Test.  Permit the total amount 
of Funded Debt to exceed fifty-five percent (55%) of Total 
Capitalization.

9.    EVENTS OF DEFAULT.  The following shall each constitute an Event 
of Default hereunder:

      (a)  the failure of the Company to pay any amounts (i) 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;

      (b)  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

      (c)  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

      (d)  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

     (e)  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, liquidate 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, liquidate, 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

      (g)  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

      (h)  judgments or decrees against the Company in excess of 
$3,000,000 (unless such judgment or decree is insured and 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

      (i)  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

      (j)  the occurrence of a Material Adverse Change.

      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 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 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 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 
Eurodollar Rate Loans automatically shall be converted to Alternate Base 
Rate Loans, in which event such Eurodollar Rate 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 Eurodollar Rate 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.

10.   THE AGENT.  The Banks and the Agent agree by and among themselves 
that:

      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.

      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.

      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 as of the Effective Date, 
from and against any and all claims, liabilities, obligations, losses, 
damages, penalties, actions, judgments, 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 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.

      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(b) 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 other 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 other 
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.

      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 
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.

      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 officers 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.

      10.7  Resignation of Agent.  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.  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.

      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.

11.   NOTICES.

      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, 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
25 Green Mountain Drive
South Burlington, Vermont 05403
Attention:  John J. Lampron
Telephone:  (802) 864-5731
Telecopy:   (802) 865-9974

      with a copy to:

Michael G. Furlong, Esq.
Sheehey Brue Gray & Furlong 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
One Federal Street
Boston, Massachusetts 02211
Attention: Robert Lanigan, Director
Telephone:  (617) 346-0576
Telecopy:   (617) 346-0580

      with a copy to:

Peter S. Johnson, Esq.
Gadsby & Hannah LLP
225 Franklin Street
Boston, MA 02110
Telephone:  (617) 345-7052
Telecopy:  (617) 345-7050

      if to the Banks, to:

Fleet National Bank
One Federal Street
Boston, Massachusetts 02211
Attention: Robert Lanigan, Director
Telephone:  (617) 346-0576
Telecopy:   (617) 346-0580

      with a copy to:

Peter S. Johnson, Esq.
Gadsby & Hannah LLP
225 Franklin Street
Boston, MA 02110
Telephone:  (617) 345-7052
Telecopy:  (617) 345-7050

The Bank of Nova Scotia
101 Federal Street, 16th Floor
Boston, MA 02110
Attention:  Stephen Foley, Relationship Manager
Telephone:  (617) 737-6318
Telecopy:  (617) 951-2177

State Street Bank and Trust Company
225 Franklin Street
Boston, MA 02110
Attention:  Lise Anne Boutiette, Vice President
Telephone:  (617) 664-3262
Telecopy:  (617) 664-6527

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 delivered to 
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.

      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 a notice to convert under paragraph 
2.7) to the Agent, the Company shall simultaneously deliver a copy 
thereof to each 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.

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 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.

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) changing 
the Aggregate Commitments or the Commitment of any Bank or (ii) changing 
the maturity of any Loan, or the rate of interest of, time or manner of 
payment of interest on or principal of, or the principal amount of any 
Loan, or the amount, time or manner of payment of any fees hereunder, or 
modifying this paragraph 13.  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.

14.   OTHER PROVISIONS.

      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.

      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.

      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.

      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.

      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.

      14.6  Sales and Participations in Loans and Notes: Successors and 
Assigns: Survival of Representations and Warranties.

      (a)   Each Bank shall have the right with the prior written 
consent of the Company (which consent shall not be unreasonably withheld 
or delayed), 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) 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 and the Notes 
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, 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 and (y) the obligation to fund Loans directly to the Agent 
pursuant to paragraph 2.2.

      (b)   Notwithstanding paragraph 14.6 (a), each Bank may grant 
participations in all or any part of its Loans and its Notes 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 and the Notes 
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.

      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 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 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 so assigned, 
for purposes hereof, including, without limitation, paragraphs 3.1 and 
12 hereof.

      In addition, notwithstanding anything to the contrary contained in 
this paragraph 14.6, any Bank may at any time and from time to time 
assign all or any portion of its rights under this Agreement with 
respect to its Loans, its Commitments and its Notes to a Federal Reserve 
Bank.  No such assignment shall release the assignor Bank from its 
obligations hereunder.

      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 and the Notes of such 
Bank or other obligations owed to such Bank.

      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.

      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 and the Notes 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 Two Thousand Five Hundred Dollars ($2,500).

      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.

      14.8  Interest.  At no time shall the interest rate payable on the 
Notes, together with the Facility Fee and the Agent's Fees, 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 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 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.

      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.

      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.

      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.

      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.

      14.13  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.

15.   OTHER OBLIGATIONS OF THE COMPANY.

      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.

      15.2  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 (in such case, with respect to the Special 
Counsel, in accordance with the letter previously delivered to the 
Company by the Special Counsel) 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.

16.  EFFECTIVE DATE.  This Agreement shall be effective at such time 
(specified in writing by the Agent to the Company and the Banks) (the 
"Effective Date") as executed counterparts of this Agreement have been 
delivered to the Agent by the Company and each Bank.

[remainder of page intentionally left blank]


      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/ Edwin M. Norse		
                                   Title:  Vice President, Chief
                                           Financial Officer and 
                                           Treasurer

Domestic Lending Office:           FLEET NATIONAL BANK,
  Office listed in paragraph 11.1  Individually and as Agent

Eurodollar Lending Office:
  Office listed in paragraph 11.1
                                   By:   /s/ Robert A. Lanigan		
                                   Title:  Director


Domestic Lending Office:            THE BANK OF NOVA SCOTIA
  Office listed in paragraph 11.1

Eurodollar Lending Office:          By:   /s/ Stephen F. Foley		
  Office listed in paragraph 11.1       Title:  Relationship Manager


Domestic Lending Office:            STATE STREET BANK AND TRUST COMPANY
  Office listed in paragraph 11.1

Eurodollar Lending Office:           By:   /s/ Lise Anne Boutiette	
  Office listed in paragraph 11.1        Title:  Vice President





                                  EXHIBIT A

                                 COMMITMENT


                    Tranche A Loan  Tranche B Loan      Total      Commitment
      Bank           Commitment*     Commitment*      Commitment*  Percentage*

THE BANK OF NOVA      $5,000,000     $10,000,000      $15,000,000     33 1/3%
SCOTIA

STATE STREET BANK     $5,000,000     $10,000,000      $15,000,000    33 1/3%
AND TRUST COMPANY

FLEET NATIONAL BANK   $5,000,000     $10,000,000      $15,000,000    33 1/3%


AGGREGATE              $15,000,000    $30,000,000      $45,000,000     100%
COMMITMENTS


*  The Aggregate Tranche A Loan Commitments, Aggregate Tranche B Loan 
Commitments and the Aggregate Total Commitments may be increased 
pursuant to paragraph 2.18 of the Agreement and, consequently, the 
Commitment Percentage may change accordingly.




                               EXHIBIT B

                               SCHEDULE I

           Green Mountain Power Corporation Pricing Grid


Tranche B Loans*

    Pricing    Senior Secured    LIBOR Margin**  Facility Fee**    All-in LIBOR
     Level        Rating                                              Cost**
       I       >=A-/A3 or better       25.0             10.0           35.0
       II       =BBB+/Baa1             27.5             12.5           40.0
      III       =BBB/Baa2              35.0             15.0           50.0
       IV       =BBB-/Baa3             57.5             17.5           75.0
       V        <BBB-/Baa3             75.0             25.0          100.0
                (or no Debt Rating)


Tranche A Loans*

    Pricing    Senior Secured    LIBOR Margin**  Facility Fee**    All-in LIBOR
     Level        Rating                                              Cost**
       I       >=A-/A3 or better       26.5              8.5           35.0
       II       =BBB+/Baa1             30.0             10.0           40.0
      III       =BBB/Baa2              37.5             12.5           50.0
       IV       =BBB-/Baa3             60.0             15.0           75.0
       V        <BBB-/Baa3             80.0             20.0          100.0
                (or no Debt Rating)


*  In the event of a split rating by S&P and Moody's the higher of the 
   two ratings will apply.
   In the event of a split by more than one Pricing Level, the average 
   pricing for the two Pricing Levels will apply.

**	Expressed as basis points.



                                  EXHIBIT C

                         FORM OF BORROWING REQUEST

                                                        ___________, 19__

Fleet National Bank
One Federal Street
Boston, Massachusetts 02211

Attention:  Melanie Bolster
            Telephone: (617) 346-0627
            Telecopy: (617) 346-0595


Re:         Credit Agreement dated as of August 12, 1997 by and among 
            Green Mountain Power Corporation, the signatory Banks thereto 
            and Fleet National Bank, as Agent (the "Agreement")

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

      Pursuant to paragraph [2.1/2.2] of the Agreement, the Company 
hereby gives notice of its intention to effect a Borrowing in the amount 
of $                on              , 19 _ .

      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 of 
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, warrants and covenants that the 
proceeds of such Loans will be used in accordance with paragraph 2.13 of 
the Agreement.

            (d)  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.

      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.

      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:							

                                Title:						



                                  EXHIBIT D

                           BID BORROWING NOTICE

                                                            Date: __________

To each of the Banks party
to the Credit Agreement
hereinafter referred to

[Additional Lenders]

Fleet National Bank, as Agent
One Federal Street
Boston, MA 02211
Attn:___________________

Gentlemen:

      Reference is made to the Credit Agreement dated as of August 12, 
1997 (the "Credit Agreement") among Green Mountain Power Corporation 
(the "Company"), Fleet National Bank, as Agent, and the banks listed on 
the signature pages thereof.  Capitalized terms used herein shall have 
the meanings ascribed to such terms in the Credit Agreement.

      Pursuant to Section 2.3(b) of the Credit Agreement, the Company 
hereby requests the Banks to make a Bid Borrowing to the Company on the 
date and upon the terms specified below:

            (a)  The date on which the requested Bid Borrowing shall be 
made is __________, 19_ ; and

            (b)  The principal amount of the requested Bid Borrowing is 
$_________, of which $_______ is to be applied to prepay Pro Rata 
Loans pursuant to Section ___ of the Credit Agreement; and

            (c)  The maturity date for the requested Bid Borrowing shall 
be ____________, 19__.

                                      Very truly yours,

                                      GREEN MOUNTAIN POWER
                                      CORPORATION


                                      By:_________________________
                                           Name:
                                           Title:



                                 EXHIBIT E

                                FORM OF BID

                                                            Date:__________

Green Mountain Power Corporation
25 Green Mountain Drive
South Burlington, VT 05403
Attn:___________________


        Re: Credit Agreement dated as of August 12, 1997 (the "Credit 
Agreement") among Green Mountain Power Corporation (the 
"Company"), Fleet National Bank, as Agent, and the banks 
listed on the signature pages thereof (the "Credit Agreement")

Gentlemen:

      Pursuant to Section 2.3(b) of the Credit Agreement (capitalized 
terms used herein shall have the meanings ascribed to such terms in the 
Credit Agreement) and in response to a request, dated ________, 19_, for 
a Bid Borrowing to be made on _______ 19_ ($__________ requested 
principal amount and maturity date of _________), the undersigned hereby 
submits this irrevocable bid evidencing our willingness to make a Bid 
Rate Loan in the maximum principal amount of $___________, the minimum 
principal amount of $___________, and at a fixed rate of interest per 
annum of _____%.

                                      Very truly yours,

                                      [BANK]


                                      By:____________________
                                            Name:
                                            Title:




                                   EXHIBIT F

                    FORM OF CONFIRMATION OF BID ACCEPTANCE
                               AND NOTICE TO AGENT


                                                           Date: __________


To:   [each of the Banks party
      to the Credit Agreement
      that submitted an accepted bid]

Fleet National Bank, as Agent
One Federal Street
Boston, MA 02211
Attn:___________________

Gentlemen:

      Reference is made to the Credit Agreement dated as of August 12, 
1997 (the "Credit Agreement") among Green Mountain Power Corporation 
(the "Company"), Fleet National Bank, as Agent, and the banks listed on 
the signature pages thereof.  Capitalized terms used herein shall have 
the meanings ascribed to such terms in the Credit Agreement.

      Pursuant to Section 2.3(b) of the Credit Agreement and the 
Company's request for a Bid Borrowing dated __________, 
__________________ [Bank]  has agreed to make a Loan to the Company on 
the date and upon the terms specified below:

      (a)  The date on which the Bid Borrowing shall be made is 
__________; and

      (b)  The principal amount of the Bid Borrowing is $_________; and

      (c)  The interest rate for the Bid Borrowing is ________ percent 
(__%); and

      (d)  The maturity date for the requested Bid Borrowing shall be 
____________.

      The Company hereby certifies that on the date hereof and on the 
Borrowing Date set forth in (a) 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 of 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, warrants and covenants that the 
proceeds of such Loans will be used in accordance with paragraph 2.13 of 
the Agreement; and

      (d)  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, except such 
representations and warranties as specifically refer to an earlier date.


                                      Very truly yours,

                                      GREEN MOUNTAIN POWER
                                      CORPORATION


                                      By:_________________________
                                           Name:
                                           Title:




                                EXHIBIT G-1

                               FORM OF NOTES

                                       Boston, Massachusetts

                                       ________, 19__  

      For value received, GREEN MOUNTAIN POWER CORPORATION, a _______ 
corporation ("Company"), hereby promises to pay to the order of 		 
(the "Bank") at the offices of FLEET NATIONAL BANK (the "Agent"), One 
Federal Street, Boston, Massachusetts, in lawful money of the United 
Sates of America, the principal amount of each Loan made by the Bank to 
the Company pursuant to the Credit Agreement, dated as of August 12, 
1997, by and among the Company, the signatory Banks thereto and the 
Agent (as the same may be amended from time to time the "Agreement"), on 
the [Tranche A/Tranche B] Termination Date, together with interest on 
the unpaid principal amount of each Loan, from the date of each 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 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 Note.  The Bank may attach one or more 
continuations to such schedule as and when required.

      This Note is one of the 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 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 by an instrument in writing executed 
pursuant to the provisions of paragraph 13 of the Agreement.

                              GREEN MOUNTAIN POWER CORPORATION



                              By:							
                              Title:						



                                 EXHIBIT G-2

                            FORM OF BID RATE NOTE

                                      Boston, Massachusetts

                                      ________, 19__  

      For value received, GREEN MOUNTAIN POWER CORPORATION, a _______ 
corporation ("Company"), hereby promises to pay to the order of 		 
(the "Bank") at the offices of FLEET NATIONAL BANK (the "Agent"), One 
Federal Street, Boston, Massachusetts, in lawful money of the United 
Sates of America, the principal amount of each Bid Rate Loan made by the 
Bank to the Company pursuant to the Credit Agreement, dated as of August 
12, 1997, by and among the Company, the signatory Banks thereto and the 
Agent (as the same may be amended from time to time the "Agreement"), on 
the [Tranche A/Tranche B] Termination Date, together with interest on 
the unpaid principal amount of each Bid Rate Loan, from the date of each 
Bid Rate 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 Bid Rate 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 Bid Rate Loans made by the 
Bank and set forth in such schedule shall be presumptive evidence of the 
principal balance owing and unpaid on this Note.  The Bank may attach 
one or more continuations to such schedule as and when required.

      This Note is one of the 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 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 by an instrument in writing executed 
pursuant to the provisions of paragraph 13 of the Agreement.

                                GREEN MOUNTAIN POWER CORPORATION


                                By:							
                                Title:						




                                     GRID

                                 BID RATE NOTE


												
                  Amount of                Amount of              Notation
Date              Bid Rate Loan          Principal Repaid         Made By



__________________________________________________________________________

__________________________________________________________________________

__________________________________________________________________________

__________________________________________________________________________

__________________________________________________________________________

__________________________________________________________________________

__________________________________________________________________________

__________________________________________________________________________

__________________________________________________________________________

__________________________________________________________________________

__________________________________________________________________________

__________________________________________________________________________

__________________________________________________________________________

__________________________________________________________________________


                                   EXHIBIT H

                     FORM OF COMMITMENT EXTENSION REQUEST


                                                         _________, 19__

To each of the Banks party
to the Credit Agreement
hereinafter referred to

Fleet National Bank
One Federal Street
Boston, Massachusetts 02211
Attention:  Robert Lanigan, Director

      Re:  Credit Agreement dated as of August 12, 1997

      This Commitment Extension Request is made pursuant to paragraph 
2.15 of the Credit Agreement, dated as of August 12, 1997 (as from time 
to time amended, modified or supplemented, the "Agreement"), among Green 
Mountain Power Corporation (the "Company"), the signatory Banks thereto 
("Banks") and Fleet National Bank, as Agent (the "Agent").  Terms used 
herein shall have the meanings assigned to such terms in the Agreement.

      In accordance with paragraph 2.15 of the Agreement, the Company 
hereby requests that your Bank consent to an extension of the [Tranche 
A/Tranche B] Termination Date to              .

      Please indicate your Bank's consent to such extension by signing 
the enclosed copy of this letter in the space provided below and 
returning it to the Agent.  By signing and returning this letter to the 
Agent, each Bank agrees that the Agent may amend the Credit Agreement 
and any other Loan Document to the extent necessary to effectuate the 
extension consented to hereby without the necessity of obtaining such 
Bank's signature (other than the signature provided hereby).

                                Very truly yours,

                                GREEN MOUNTAIN POWER CORPORATION


                                By:__________________________
                                Title:

CONSENTED TO:

[Name of Bank]

By:_______________________
Title:____________________


                                   EXHIBIT I

                                 SUBSIDIARIES


      Name of Subsidiary                  State of Incorporation

GMP Real Estate Corporation                    Vermont

Green Mountain Propane Gas Company             Vermont

Green Mountain Resources, Inc.                 Delaware

Lease-Elec, Inc.                               Vermont

Mountain Energy, Inc.                           Vermont

Vermont Energy Resources, Inc.                 Vermont




                                  EXHIBIT J

                     FORM OF OPINION OF SPECIAL COUNSEL

                                                      __________, 19__

TO THE PARTIES LISTED IN
SCHEDULE A ANNEXED HERETO

Re:         Credit Agreement dated as of August 12, 1997 by and among 
Green Mountain Power Corporation, the signatory Banks thereto 
and Fleet National Bank, as Agent (the "Agreement")

      We have acted as the Agent's Special Counsel in connection with 
the Agreement.  Terms used herein which are defined in the Agreement 
shall have the same meanings as therein defined, except as otherwise set 
forth herein.

      We have examined originals or copies of the following documents:

      1.  The Agreement, executed by each of the parties thereto.

      2.  The Notes, executed by the Company and payable to the order of 
the respective Banks.

      3.  The opinion of General Counsel to the Company dated the date 
hereof.

      4.  Certificate of the Secretary of the Company as to Charter, 
Bylaws, incumbency and authorization, and as to consents, approvals and 
licenses in connection with the borrowings.

      5.  Good Standing Certificate from the Secretary of State of 
Vermont.

      6.  Tax Good Standing Certificate from the Vermont Department of 
Revenue.

      As to all matters of fact (including factual conclusions and 
characterizations and descriptions of purpose, intention or other state 
of mind), we have relied entirely upon (i) the representations of the 
Company set forth in paragraph 4 of the Agreement and (ii) certificates 
delivered to us by the management of the Company, and have assumed, 
without independent inquiry, the accuracy of those representations and 
certificates.  We have assumed the genuineness of all signatures, the 
conformity to the originals of all documents reviewed by us as copies, 
the authenticity and completeness of all original documents reviewed by 
us in original or copy form and the legal competence of each individual 
executing any document.

      We have also relied upon the opinion referred to in item 3 above, 
without making any independent investigation with respect thereto.

      We understand that all of the foregoing assumptions and 
limitations are acceptable to you.

      Subject to the limitations set forth below, we have made such 
examination of law as we have deemed necessary for the purposes of this 
opinion.  This opinion is limited solely to the laws of The Commonwealth 
of Massachusetts as applied by courts located in The Commonwealth of 
Massachusetts, and the federal laws of the United States of America, to 
the extent that the same may apply to or govern such transactions.

      Based upon the foregoing, we are of the opinion that the documents 
listed above furnished pursuant to the provisions of paragraph 5 of the 
Agreement are substantially responsive to the requirements of such 
paragraph of the Agreement.

      This opinion is furnished to the addressees hereof and is solely 
for the benefit of such addressees and for the benefit of any financial 
institutions which become "Banks" pursuant to Section 14.6 of the 
Agreement subsequent to the date hereof.  This opinion speaks only as of 
its date and we assume no responsibility to update it for any change of 
law or any facts of which we may become aware.  This opinion may not be 
relied upon by any other person or entity.

                                      Very truly yours,



                                 SCHEDULE A



The Bank of Nova Scotia

State Street Bank and Trust Company

Fleet National Bank


                                   EXHIBIT K

                  FORM OF OPINION OF COUNSEL TO THE COMPANY

                                                        August __, 1997


TO THE PARTIES LISTED IN
SCHEDULE A ANNEXED HERETO

RE:Credit Agreement, dated as of August 12, 1997, by and among Green 
   Mountain Power Corporation, the signatory Banks thereto and 
   Fleet National Bank as Agent (the "Agreement")


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 Agreement.

This opinion is delivered to you pursuant to paragraph 5.4 of the 
Agreement and the terms used herein which are defined in the Agreement 
shall have the respective meanings set forth in the 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 Agreement, 
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 Borrower in the Loan 
Documents, and statements and certificates of the Borrower and its 
officers and directors.

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 Borrower, 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 only 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 Agreement 
provides that it is to be construed in accordance with and governed by 
the internal laws of the Commonwealth of Massachusetts.  As noted above, 
we are attorneys admitted to practice law in the State of Vermont and 
are not admitted to practice in 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 11 
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 and each Subsidiary (a) is a corporation duly 
organized, validly existing and in good standing under the laws of the 
State of Vermont or the State of Delaware 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 in good 
standing and duly qualified to do business in each jurisdiction in which 
the failure to so qualify could have a material adverse effect on the 
financial condition, Property, prospects or operations of 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 Agreement and to make 
the borrowings contemplated thereby, to execute, deliver and carry out 
the terms of the Notes, and to incur the obligations provided for 
therein and in the 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 Charter 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 Agreement and the Notes, or is required as a 
condition to the validity or enforceability of the Agreement and the 
Notes, except that, as noted in the Agreement, until approval of the 
Vermont Public Service Board has been obtained, the Agreement shall 
provide only for borrowings which are payable within one year.

3.  The Agreement constitutes, and the Notes, when issued and delivered 
pursuant to the Agreement 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 
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 and except for the retail 
rate increase request filed by the Company with  the Vermont Public 
Service Board on June 16, 1997, there are no actions, suits or 
arbitration proceedings (whether or not purportedly on behalf of 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 financial 
condition, Property or operations of 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 Agreement or the 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 financial condition, Property, prospects or operations or the 
Company and its Subsidiaries on a Consolidated basis.   No provision of 
the Charter or By-Laws, and no provision of the Indenture, 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 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 of the Agreement upon the Property of the 
Company or any Subsidiary pursuant to the terms of any such mortgage, 
indenture, contract or agreement.

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 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 G, 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, securities counsel to the Company, a copy 
of which is attached hereto as Exhibit A.

10.  Except as noted in paragraph 2, above, with respect to approval of 
the Vermont Public Service Board, 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 the Agreement and the Notes, and all such 
authorizations, approvals and consents are in full force and effect.

11.  A Massachusetts court of competent jurisdiction, in a properly 
presented case, should uphold and give effect to the provisions in the 
Agreement and the 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 provision in the Agreement constituting a 
purported waiver of the right to trial by jury, (b) the enforceability 
of the provision in the 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 Agreement constituting a 
purported authorization of service of process by mail.

These opinions are rendered solely for your use in connection with the 
Agreement and the Loan Documents and may not be used for any other 
purpose or reproduced without our prior written consent.

                                       Very truly yours,
                                       SHEEHEY BRUE GRAY & FURLONG P.C.

                                       Michael G. Furlong


                                SCHEDULE A

The Bank of Nova Scotia

State Street Bank and Trust Company

Fleet National Bank