** **

** **

 

 

 

**Exhibit 10.42**

 

**EXECUTION COPY**

 

 

 

 

 

 

 

**TERM LOAN CREDITAGREEMENT**

among

**IDAHO POWERCOMPANY**,

asBorrower,

THELENDERS NAMED HEREIN

and

**JPMORGAN CHASEBANK, N.A.**,

asAdministrative Agent

 

 

J.P. MORGANSECURITIES INC.

as

LeadArranger and Sole Book Runner

 

Datedas of February 4, 2009

 

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ARTICLE 1DEFINITIONS

1.1....... Definitions........................................................................................................................... 1

1.2....... Other Interpretive Provisions............................................................................................. 13

ARTICLE 2THE CREDITS

2.1....... Commitments..................................................................................................................... 14

2.2....... Required Payments; Termination..............................................................................  ......... 14

2.3....... Types of Advances; Minimum Amount of Each Advance.................................      .............. 14

2.4....... Fees................................................................................................................................... 15

2.5....... Reduction or Termination of Aggregate Commitment..........................................       .......... 15

2.6....... Optional Principal Payments.....................................................................................  ........ 15

2.7....... Requesting Loans.......................................................................................................  ...... 15

2.8....... Conversion and Continuation of Outstanding Advances..................................... ..........        16

2.9....... Changes in Interest Rate, etc..........................................................................  .................. 16

2.10..... Rates Applicable After Default...........................................................................  .............. 17

2.11..... Method of Payment........................................................................................................... 17

2.12..... Noteless Agreement; Evidence of Indebtedness....................................................  ........... 17

2.13..... Telephonic Notices........................................................................................................... 18

2.14..... Interest Payment Dates; Interest and Fee Basis.......................................................  ......... 18

2.15..... Notification of Advances, Interest Rates,Prepayments and Commitment Reductions.       .. 19

2.16..... Lending Installations......................................................................................................... 19

2.17..... Non-Receipt of Funds by the Administrative Agent........................................................    19

2.18..... **[**Reserved.**]**......................................................................................................................20

2.19..... Replacement of Lender..................................................................................................... 20

ARTICLE 3YIELD PROTECTION; TAXES

3.1....... Yield Protection................................................................................................................. 20

3.2....... Changes in Capital Adequacy Regulations............................................................   ........... 21

3.3....... Availability of Types of Advances........................................................................  ............ 21

3.4....... Funding Indemnification......................................................................................  ............. 22

3.5....... Taxes..................................................................................................................  ............ 22

3.6....... Alternate Lending Installation; Lender Statements;Survival of Indemnity.................        .... 25

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ARTICLE 4CONDITIONS PRECEDENT

4.1....... Closing Date...................................................................................................................... 25

ARTICLE 5REPRESENTATIONS AND WARRANTIES

5.1....... Existence and Standing..................................................................................................... 26

5.2....... Authorization and Validity................................................................................................ 27

5.3....... No Conflict; Government Consent........................................................................ .......... 27

5.4....... Financial Statements........................................................................................................ 27

5.5....... Material Adverse Change................................................................................................ 27

5.6....... Taxes............................................................................................................................. 28

5.7....... Litigation and Contingent Obligations.............................................................................. 28

5.8....... Subsidiaries.................................................................................................................... 28

5.9....... ERISA........................................................................................................................... 28

5.10..... Accuracy of Information................................................................................................. 29

5.11..... Regulation U.................................................................................................................. 29

5.12..... Material Agreements...................................................................................................... 29

5.13..... Compliance With Laws.................................................................................................. 29

5.14..... Ownership of Properties................................................................................................ 29

5.15..... Plan Assets; Prohibited Transactions.............................................................................. 29

5.16..... Environmental Matters................................................................................................... 30

5.17..... Investment Company Act............................................................................................... 30

5.18..... OFAC; PATRIOT Act.................................................................................................. 30

ARTICLE 6COVENANTS

6.1....... Financial Reporting............................................................................................................ 31

6.2....... Use of Proceeds................................................................................................................ 32

6.3....... Notice of Default, etc........................................................................................................ 32

6.4....... Conduct of Business.......................................................................................................... 32

6.5....... Taxes........................................................................................................................... .... 32

6.6....... Insurance........................................................................................................................... 33

6.7....... Compliance with Laws................................................................................................... ... 33

6.8....... Maintenance of Properties............................................................................................... .. 33

6.9....... Inspection.......................................................................................................................... 33

6.10..... Merger and Sale of Assets................................................................................................. 33

6.11..... Liens................................................................................................................................. 34

6.12..... Leverage Ratio.................................................................................................................. 35

6.13..... Investments and Acquisitions............................................................................................  35

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6.14..... Subsidiary Dividend Restrictions.............................................................................  ......... 36

6.15..... Affiliates............................................................................................................................ 36

6.16..... OFAC, PATRIOT Act Compliance.................................................................................. 36

ARTICLE 7DEFAULTS

ARTICLE 8ACCELERATION, WAIVERS, AMENDMENTS AND REMEDIES

8.1....... Acceleration....................................................................................................................... 39

8.2....... Amendments...................................................................................................................... 39

8.3....... Preservation of Rights..............................................................................................  ......... 40

ARTICLE 9GENERAL PROVISIONS

9.1....... Survival of Representations............................................................................................... 40

9.2....... Governmental Regulation.................................................................................................. 40

9.3....... Headings.......................................................................................................................... 40

9.4....... Entire Agreement.............................................................................................................. 40

9.5....... Several Obligations; Benefits of this Agreement..........................................................   .... 40

9.6....... Expenses; Indemnification............................................................................................. ... 41

9.7....... Numbers of Documents.................................................................................................... 42

9.8....... Accounting....................................................................................................................... 42

9.9....... Severability of Provisions.................................................................................................. 42

9.10..... Nonliability of Lenders...................................................................................................... 42

9.11..... Confidentiality................................................................................................................... 42

9.12..... Nonreliance...................................................................................................................... 43

9.13..... Disclosure........................................................................................................................ 43

9.14..... PATRIOT Act Notice...................................................................................................... 43

9.15..... Counterparts.................................................................................................................... 43

ARTICLE 10THE ADMINISTRATIVE AGENT

10.1..... Appointment; Nature of Relationship............................................................................... 44

10.2..... Powers.......................................................................................................................... 44

10.3..... General Immunity........................................................................................................... 44

10.4..... No Responsibility for Loans, Recitals, etc....................................................................... 44

10.5..... Action on Instructions of Lenders.................................................................................... 45

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10.6..... Employment of Administrative Agents and Counsel....................................................   .... 45

10.7..... Reliance on Documents; Counsel...................................................................................... 45

10.8..... Administrative Agent’s Reimbursement andIndemnification..........................................      46

10.9..... Notice of Default........................................................................................................... . 46

10.10... Rights as a Lender........................................................................................................... 46

10.11... Lender Credit Decision................................................................................................... 47

10.12... Successor Administrative Agent....................................................................................... 47

10.13... Administrative Agent and Arranger Fees.......................................................................... 48

10.14... Delegation to Affiliates..................................................................................................... 48

10.15... Other Agents................................................................................................................... 48

ARTICLE 11SETOFF; RATABLE PAYMENTS

11.1..... Setoff............................................................................................................................... 48

11.2..... Ratable Payments.............................................................................................................. 49

ARTICLE 12BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS

12.1..... Successors and Assigns..................................................................................................... 49

12.2..... Participations..................................................................................................................... 50

12.3..... Assignments....................................................................................................................... 50

12.4..... Dissemination of Information..................................................................................   .......... 52

12.5..... Tax Treatment.................................................................................................................... 52

ARTICLE 13NOTICES

13.1..... Notices............................................................................................................................... 52

13.2..... Change of Address....................................................................................................  ........ 53

ARTICLE 14CHOICE OF LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL

14.1..... CHOICE OF LAW........................................................................................................... 53

14.2..... CONSENT TO JURISDICTION..................................................................................... 53

14.3..... WAIVER OF JURY TRIAL..................................................................................... ....... 54

 

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Schedule I             Commitments

Schedule 5.8          List of Subsidiaries 

Schedule 5.12        Agreements which restrict Subsidiary Dividends orwhich could reasonably be expected to have a Material Adverse Effect

Schedule 5.14        Indebtedness and Liens

Schedule 13.1        Notice Addresses

 

 

EXHIBIT A          Forms of Opinions

EXHIBIT B          Form of Compliance Certificate

EXHIBIT C          Formof Assignment Agreement

EXHIBIT D          **[**Reserved**]**

EXHIBIT E           Formof Note

 

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**TERM LOAN CREDIT AGREEMENT**

This Term Loan Credit Agreement, dated as ofFebruary 4, 2009 is made among Idaho Power Company, an Idaho corporation, theLenders, and JPMorgan Chase Bank, N.A., as Administrative Agent for theLenders.  

In consideration of the mutual provisions,covenants and agreements herein contained, the parties hereto hereby agree asfollows:

# ARTICLE 1DEFINITIONS

## 1.1.           Definitions

.  As used inthis Agreement:

“Acquisition” means any transaction, orany series of related transactions, consummated on or after the Closing Date,by which the Borrower or any of its Subsidiaries (i) acquires any goingbusiness or all or substantially all of the assets of any firm, corporation orlimited liability company, or division thereof, whether through purchase ofassets, merger or otherwise or (ii) directly or indirectly acquires (in onetransaction or as the most recent transaction in a series of transactions) atleast a majority (in number of votes) of the securities of a corporation whichhave ordinary voting power for the election of directors (other than securitieshaving such power only by reason of the happening of a contingency) or amajority (by percentage or voting power) of the outstanding ownership interestsof a partnership or limited liability company.

“Administrative Agent” means JPMorgan inits capacity as administrative agent (i.e., contractual representative) of theLenders pursuant to **Article 10**, and not in its individual capacity as aLender, and any successor Administrative Agent appointed pursuant to **Article10**.

“Administrative Questionnaire” means anadministrative questionnaire, substantially in the form supplied by theAdministrative Agent, completed by a Lender and furnished to the AdministrativeAgent in connection with this Agreement.

“Advance” means the borrowing hereunder,(i) made by the Lenders on the Closing Date, or (ii) converted or continued bythe Lenders on the same date of conversion or continuation and, in either case,consisting of Loans of the same Type and, in the case of Eurodollar Advances,for the same Interest Period.

“Affected Lender” is defined in **Section2.19**. 

“Affiliate” of any Person means anyother Person directly or indirectly controlling, controlled by or under commoncontrol with such Person.  A Person shall be deemed to control another Personif the controlling Person owns 10% or more of any class of voting securities(or other ownership interests) of the controlled Person or possesses, directlyor indirectly, the power to direct or cause the direction of the management orpolicies of the controlled Person, whether through ownership of stock, bycontract or otherwise.

 

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“Aggregate Commitment” means theaggregate of the Commitments of all the Lenders, as reduced from time to timepursuant to the terms hereof.

“Aggregate Outstanding Credit Exposure”means, at any time, the aggregate of the Outstanding Credit Exposure of all theLenders.

“Agreement” means this Term Loan CreditAgreement, as amended, modified, restated or supplemented from time to time inaccordance with its terms.

“Agreement Accounting Principles” meansgenerally accepted accounting principles as in effect from time to time appliedin a manner consistent with that used in preparing financial statementsreferred to in **Section 5.4**.

“Alternate Base Rate” means, for anyday, a fluctuating rate of interest per annum equal to the highest of (i) thePrime Rate in effect on such day, (ii) the sum of (a) the Federal FundsEffective Rate in effect on such day plus (b) 1⁄2% per annum and (iii) an amountequal to (a) the LIBO Reference Rate on such day (or if such day is not aBusiness Day, the immediately preceding Business Day), plus (b) 1%.  Any changein the Alternate Base Rate due to a change in the Prime Rate, the Federal FundsEffective Rate or the LIBO Reference Rate shall be effective from and includingthe effective date of such change in the Prime Rate, the Federal FundsEffective Rate or the LIBO Reference Rate, respectively.

“Applicable Margin” means,for any day, with respect to any Floating Rate Advance or Eurodollar Advance,as the case may be, the applicable rate per annum set forth below under thecaption “Floating Rate Spread” or “Eurodollar Spread”, as the case may be,based upon the ratings by Moody’s and S&P, respectively, applicable on suchdate to the Index Debt (whether such rating is preliminary or otherwise):

 
| Index DebtRatings                          | EurodollarSpread | Floating Rate Spread |
|--------------------------------------------|------------------|----------------------|
| Category 1  A3 or better or A- or better   | 1. 75%           | 0. 75%               |
| Category 2  Baa1 or BBB+                   | 2.00%            | 1.00%                |
| Category 3  Baa2 or BBB                    | 2.50%            | 1.50%                |
| Category 4  Baa3 or lower or BBB- or lower | 3.00%            | 2.00%                |

 

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For purposes of the foregoing, (i) if eitherMoody’s or S&P shall not have in effect a rating for the Index Debt (otherthan by reason of the circumstances referred to in the last sentence of thisdefinition), then such rating agency shall be deemed to have established arating in Category 4; (ii) if the ratings established or deemed to have beenestablished by Moody’s and S&P for the Index Debt shall fall withindifferent Categories, the Applicable Margin shall be based on the higher of thetwo ratings, unless one of the two ratings is (1) two Categories lower than theother, in which case the Applicable Margin shall be determined by reference tothe Category that is the intermediate of the two ratings or (2) more than twoCategories lower than the other, in which case the Applicable Margin shall bedetermined by reference to the Category that is the higher of the twointermediate ratings; and (iii) if the ratings established or deemed to havebeen established by Moody’s and S&P for the Index Debt shall be changed(other than as a result of a change in the rating system of Moody’s orS&P), such change shall be effective as of the date on which it is firstannounced by the applicable rating agency, irrespective of when notice of suchchange shall have been furnished by the Borrower to the Administrative Agentand the Lenders pursuant to Section 6.1 or otherwise.  Each change in theApplicable Margin shall apply during the period commencing on the effectivedate of such change and ending on the date immediately preceding the effectivedate of the next such change.  If the rating system of Moody’s or S&P shallchange, or if either such rating agency shall cease to be in the business ofrating corporate debt obligations, the Borrower and the Lenders shall negotiatein good faith to amend this definition to reflect such changed rating system orthe unavailability of ratings from such rating agency and, pending theeffectiveness of any such amendment, the Applicable Margin shall be determinedby reference to the rating most recently in effect prior to such change orcessation.

“Approved Fund” means any Person (otherthan a natural person) that is engaged in making, purchasing, holding orinvesting in bank loans and similar extensions of credit in the ordinary courseof its business and that is administered or managed by (a) a Lender, (b) anAffiliate of a Lender or (c) an entity or an Affiliate of an entity thatadministers or manages a Lender.

“Arranger” meansJ.P. Morgan Securities Inc., and its successors, in its capacity as LeadArranger and Sole Book Runner.

“Authorized Officer” means any of theChief Executive Officer, President, Chief Financial Officer, Vice President orTreasurer of the Borrower, acting singly.

“Borrower” means Idaho Power Company, anIdaho corporation, and its successors and assigns.

“Borrowing Notice” is defined in **Section 2.7**.

“Business Day” means (i) with respect toany borrowing, payment or rate selection of Eurodollar Advances, a day (otherthan a Saturday or Sunday) on which banks generally are open in New York, NewYork and London, England for the conduct of substantially all of theircommercial lending activities, interbank wire transfers can be made on theFedwire system and dealings in United States dollars are carried on in theLondon interbank market and (ii) for all other purposes, a day (other than aSaturday or Sunday) on which banks generally are open in New York, New York forthe conduct of substantially all of their commercial lending activities andinterbank wire transfers can be made on the Fedwire system.

“Capitalized Lease” of a Person meansany lease of Property by such Person as lessee, which would be capitalized on abalance sheet of such Person prepared in accordance with Agreement AccountingPrinciples.

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“Capitalized Lease Obligations” of aPerson means the amount of the obligations of such Person under CapitalizedLeases which would be shown as a liability on a balance sheet of such Personprepared in accordance with Agreement Accounting Principles.

“Cash Equivalent Investments” means (i)short-term obligations of, or fully guaranteed by, the United States ofAmerica, (ii) commercial paper rated A-1 or better by S&P or P-1 or betterby Moody’s, (iii) demand deposit accounts maintained in the ordinary course ofbusiness, and (iv) certificates of deposit issued by and time deposits withcommercial banks (whether domestic or foreign) having capital and surplus inexcess of $100,000,000; provided in each case that the same provides forpayment of both principal and interest (and not principal alone or interestalone) and is not subject to any contingency regarding the payment of principalor interest.

“Change” is defined in **Section 3.2**.

“Change in Control” means theacquisition by any Person, or two or more Persons acting in concert, ofbeneficial ownership (within the meaning of Rule 13d-3 of the Securities andExchange Commission under the Securities Exchange Act of 1934) of 20% or moreof the outstanding shares of voting stock of the Parent.

“Change in Law” means any change in lawor in the interpretation, administration or application thereof (including theintroduction of any new law, treaty or governmental rule, regulation or order),or any determination of a court or governmental authority, in each case thatbecomes effective after the date hereof.

“Closing Date” means the first date allthe conditions precedent in **Section 4.1** are satisfied or waived inaccordance with the terms of this Agreement.

“Code” means the Internal Revenue Codeof 1986, as amended.

“Commitment” means, for each Lender, theobligation of such Lender to make Loans to the Borrower on the Closing Date inan aggregate amount not exceeding the amount set forth opposite its name on **Schedule I**,or, if such Lender has entered into one or more assignments that has becomeeffective pursuant to **Section 12.3(a)**, the amount set forth forsuch Lender at such time in the Register maintained by the AdministrativeAgent, in either case, as such amount may be reduced from time to time pursuantto the terms hereof.

“Condemnation” is defined in **Section7(i)**.

“Consolidated Indebtedness” means at anytime the Indebtedness of the Borrower and its Subsidiaries calculated on aconsolidated basis as of such time; provided, however that theaggregate outstanding Indebtedness evidenced by Hybrid Securities shall beexcluded to the extent that the total book value of such Hybrid Securities doesnot exceed 15% of Consolidated Total Capitalization as of such time.

“Consolidated Net Worth” means at anytime the consolidated stockholders’ equity of the Borrower and its Subsidiariescalculated on a consolidated basis as of such time.

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“Consolidated Total Capitalization”means at any time, without duplication, the sum of (i) ConsolidatedIndebtedness, (ii) Consolidated Net Worth and (iii) the aggregate outstandingamount of Hybrid Securities, each calculated as of such time.

“Contingent Obligation” of a Personmeans any agreement, undertaking or arrangement by which such Person assumes,guarantees, endorses, contingently agrees to purchase or provide funds for thepayment of, or otherwise becomes or is contingently liable upon, the obligationor liability of any other Person, or agrees to maintain the net worth orworking capital or other financial condition of any other Person, or otherwiseassures any creditor of such other Person against loss, including any comfortletter, operating agreement, take or pay contract or the obligations of anysuch Person as general partner of a partnership with respect to the liabilitiesof the partnership.

“Conversion/Continuation Notice” isdefined in **Section 2.8**.

“Controlled Group” means all members ofa controlled group of corporations or other business entities and all trades orbusinesses (whether or not incorporated) under common control which, togetherwith the Borrower or any of its Subsidiaries, are treated as a single employerunder Section 414 of the Code.

“Default” means an event described in **Article 7**.

“Environmental Laws” means any and allapplicable federal, state, local and foreign statutes, laws, judicialdecisions, regulations, ordinances, rules, judgments, orders, decrees, plans,injunctions, permits, concessions, grants, franchises, licenses, agreements andother governmental restrictions relating to (i) the protection of theenvironment, (ii) the effect of the environment on human health, (iii)emissions, discharges or releases of pollutants, contaminants, hazardoussubstances or wastes into surface water, ground water or land, or (iv) themanufacture, processing, distribution, use, treatment, storage, disposal,transport or handling of pollutants, contaminants, hazardous substances orwastes or the clean-up or other remediation thereof.

“ERISA” means the Employee RetirementIncome Security Act of 1974.

“Eurodollar Advance” means a Loan, orportion thereof, which, except as otherwise provided in **Section 2.10**,bears interest at the applicable Eurodollar Rate.

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“Eurodollar Base Rate” means, withrespect to any Eurodollar Advance for any Interest Period, the rate appearingon Reuters BBA Libor Rates Page 3750 (or on any successor or substitute page ofsuch service, or any successor to or substitute for such service, providingrate quotations comparable to those currently provided on such page of suchservice, as determined by the Administrative Agent from time to time forpurposes of providing quotations of interest rates applicable to dollardeposits in the London interbank market) at approximately 11:00 a.m., Londontime, two Business Days prior to the commencement of such Interest Period, asthe rate for dollar deposits with a maturity comparable to such InterestPeriod.  In the event that such rate is not available at such time for anyreason, then the “EurodollarBase Rate” with respect to such Eurodollar Advance for suchInterest Period shall be the rate at which dollar deposits of $5,000,000 andfor a maturity comparable to such Interest Period are offered by the principalLondon office of the Administrative Agent in immediately available funds in theLondon interbank market at approximately 11:00 a.m., London time, two BusinessDays prior to the commencement of such Interest Period.

“Eurodollar Rate”means, with respect to any Eurodollar Advance for any Interest Period, aninterest rate per annum (rounded upwards, if necessary, to the next 1/16 of 1%)equal to the sum of (i) (a) the Eurodollar Base Rate for such Interest Periodmultiplied by (b) the Statutory Reserve Rate and (ii) the Applicable Margin.

“Excluded Taxes” means, in the case ofeach Lender or applicable Lending Installation and the Administrative Agent,taxes imposed on its overall net income, receipts, profits, capital, net worth,franchise taxes, branch profits or similar taxes, imposed on it, by (i) thejurisdiction under the laws of which such Lender or the Administrative Agent isincorporated or organized, (ii) the jurisdiction in which the AdministrativeAgent’s or such Lender’s principal executive office or such Lender’s applicableLending Installation is located, or (iii) the jurisdiction in which the Lender,Lending Installation or the Administrative Agent carries on a trade orbusiness.

“Existing Credit Agreement” means thatcertain Term Loan Credit Agreement, dated as of April 1, 2008, by and among theBorrower, the lenders from time to time parties thereto, and JPMorgan ChaseBank, N.A., as administrative agent.

“Facility Termination Date” meansFebruary 3, 2010.

“Federal Funds Effective Rate” means,for any day, the weighted average (rounded upwards, if necessary, to the next1/100 of 1%) of the rates on overnight Federal funds transactions with membersof the Federal Reserve System arranged by Federal funds brokers, as publishedon the next succeeding Business Day by the Federal Reserve Bank of New York,or, if such rate is not so published for any day that is a Business Day, theaverage (rounded upwards, if necessary, to the next 1/100 of 1%) of thequotations for such day for such transactions received by the AdministrativeAgent from three Federal funds brokers of recognized standing selected by it.

“Fee Letter” means the letter agreementdated February 4, 2009 among the Borrower, the Administrative Agent and theArranger.

“First Mortgage” means that certainMortgage and Deed of Trust, dated as of October 1, 1937, as supplemented, underwhich the Borrower is Mortgagor and Deutsche Bank Trust Company Americas(formerly known as Bankers Trust Company) and R.G. Page (Stanley Burg successorindividual trustee) are Trustees, as it may from time to time be further amended,supplemented or otherwise modified.

“Floating Rate Advance” means a Loan, orportion thereof, which, except as otherwise provided in **Section 2.10**,bears interest at the Alternate Base Rate plus the Applicable Margin.

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“Hybrid Securities” shall mean anyhybrid securities, including any trust preferred securities, deferrableinterest subordinated debt securities, mandatory convertible debt securities orother hybrid securities issued by the Borrower or any Subsidiary or financingvehicle of the Borrower that (i) have an original maturity of at least twenty(20) years, (ii) require, absent an event of default with respect to suchsecurities, no repayments or prepayments and no mandatory redemptions orrepurchases, in each case, prior to the date which is ninety-one (91) daysafter the occurrence of the Facility Termination Date and (iii)******permit the Borrower or any suchSubsidiary or any such financing vehicle of the Borrower, respectively, at itsoption, to defer certain scheduled interest payments.**

“Indebtedness” of a Person means suchPerson’s (i) obligations for borrowed money, (ii) obligations representingthe deferred purchase price of Property or services (other than accountspayable arising in the ordinary course of such Person’s business payable on termscustomary in the trade), (iii) obligations, whether or not assumed, secured byLiens or payable out of the proceeds or production from Property now orhereafter owned or acquired by such Person, (iv) obligations which areevidenced by notes, acceptances, or other instruments, (v) obligations ofsuch Person to purchase securities or other Property arising out of or inconnection with the sale of the same or substantially similar securities orProperty, (vi) Capitalized Lease Obligations, (vii) ContingentObligations, (viii) obligations in respect of Letters of Credit, (ix) RateManagement Obligations, (x) preferred stock which is required by the termsthereof to be redeemed, or for which mandatory sinking fund payments are due,by a fixed date, (xi) Off-Balance Sheet Liabilities, (xii) any other obligationfor borrowed money or other financial accommodation which in accordance withAgreement Accounting Principles would be shown as a liability on theconsolidated balance sheet of such Person and (xiii) amounts outstandingunder a Permitted Receivables Securitization.  For purposes of determiningIndebtedness, the “principal amount” of the obligations of the Borrower or anyof its Subsidiaries in respect of any Rate Management Obligation at any timeshall be the maximum aggregate amount (giving effect to any netting agreements)that the Borrower or such Subsidiary would be required to pay if such RateManagement Obligation were terminated at such time of determination.

“Indemnitee” is defined in **Section9.6(b)**.

“Index Debt” means senior, unsecured,long-term indebtedness for borrowed money of the Borrower that is notguaranteed by any other Person or subject to any other credit enhancement.

“Interest Period” means, with respect toa Eurodollar Advance, a period of one, two, three or six months commencing on aBusiness Day selected by the Borrower pursuant to this Agreement.  EachInterest Period shall end on the day which corresponds numerically to such dateone, two, three or six months thereafter, provided that if any InterestPeriod commences on the last Business Day of a calendar month, or if there isno such numerically corresponding day in such next, second, third or sixthsucceeding month, such Interest Period shall end on the last Business Day ofsuch next, second, third or sixth succeeding month.  If an Interest Periodwould otherwise end on a day which is not a Business Day, such Interest Periodshall end on the next succeeding Business Day, provided that if saidnext succeeding Business Day falls in a new calendar month, such InterestPeriod shall end on the immediately preceding Business Day.

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“Investment” of a Person means any loan,advance (other than commission, travel and similar advances to officers andemployees made in the ordinary course of business), extension of credit (otherthan accounts receivable arising in the ordinary course of business on termscustomary in the trade) or contribution of capital by such Person; stocks,bonds, mutual funds, partnership interests, notes, debentures or other securitiesowned by such Person; any deposit accounts and certificate of deposit owned bysuch Person; and structured notes, derivative financial instruments and othersimilar instruments or contracts owned by such Person.

“JPMorgan” means JPMorgan Chase Bank,N.A. and its successors.

“Lenders” means the lending institutionslisted on the signature pages of this Agreement and their respective successorsand assigns.

“Lending Installation” means, withrespect to a Lender or the Administrative Agent, the office, branch, subsidiaryor Affiliate of such Lender or the Administrative Agent specified in itsAdministrative Questionnaire or otherwise selected by such Lender or theAdministrative Agent pursuant to **Section 2.16**.

“Letter of Credit” of a Person means a letterof credit or similar instrument which is issued upon the application of suchPerson or upon which such Person is an account party or for which such Personis in any way liable.

“LIBO Reference Rate” means, for anyday, the rate appearing on Reuters BBA Libor Rates Page 3750 (or on anysuccessor or substitute page of such service, or any successor to or substitutefor such service, providing rate quotations comparable to those currentlyprovided on such page of such service, as determined by the AdministrativeAgent from time to time for purposes of providing quotations of interest ratesapplicable to dollar deposits in the London interbank market) at approximately11:00 a.m. London time on such day as the rate for United States dollardeposits for a one month interest period. 

“Lien” means any lien (statutory orother), mortgage, pledge, hypothecation, assignment, deposit arrangement,encumbrance or preference, priority or other security agreement or preferentialarrangement of any kind or nature whatsoever (including the interest of avendor or lessor under any conditional sale, Capitalized Lease or other titleretention agreement).

“Loans” is defined in Section 2.1.

“Loan Documents” means this Agreement,the Fee Letter and any Notes issued pursuant to **Section 2.12**.

“London Business Day” means a day (otherthan Saturday or Sunday) on which banks generally are open in London, Englandfor the conduct of substantially all of their commercial lending activities anddealings are carried on in the London interbank market.

“Material Adverse Effect” means amaterial adverse effect on (i) the business, Property, condition (financial orotherwise), results of operations, or prospects of the Borrower and itsSubsidiaries taken as a whole, (ii) the ability of the Borrower to perform itsobligations under the Loan Documents, or (iii) the validity or enforceabilityof any of the Loan Documents or the rights or remedies of the AdministrativeAgent or the Lenders thereunder.

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“Material Indebtedness” meansIndebtedness (other than Obligations) of the Borrower or any of itsSubsidiaries, in an aggregate principal amount exceeding $25,000,000 (or itsequivalent in any other currency).  

“Material Subsidiary” of the Borrowermeans any Subsidiary (a) whose gross revenues for the fiscal year in respect ofwhich such statements and related balance sheet were prepared (or the last fullfiscal year in the case of quarterly financial statements) exceeded 10% of theconsolidated gross revenue of the Borrower and all its Subsidiaries for suchfiscal year or (b) whose gross assets as at the end of such fiscal year were inexcess of 10% of the consolidated gross assets of the Borrower and all itsSubsidiaries for such fiscal year.

“Moody’s” means Moody’s InvestorsService, Inc.

“Multiemployer Plan” means a Planmaintained pursuant to a collective bargaining agreement or any otherarrangement to which the Borrower or any member of the Controlled Group is aparty to which more than one employer is obligated to make contributions.

“Non-U.S. Lender” is defined in **Section 3.5(d)**.

“Note” means apromissory note issued at the request of a Lender pursuant to Section 2.12(d),in substantially the form of Exhibit E hereto,evidencing the aggregate indebtedness of the Borrower to such Lender resulting fromthe Loans made by such Lender.

“Obligations” means all unpaid principalof and accrued and unpaid interest on the Loans, all accrued and unpaid feesand all expenses, reimbursements, indemnities and other obligations of theBorrower to the Lenders or to any Lender, the Administrative Agent or anyindemnified party arising under the Loan Documents.

“OFAC” means the U.S. Department of theTreasury’s Office of Foreign Assets Control, and any successor thereto.

“Off-Balance Sheet Liability” of aPerson means, without duplication, (i) any repurchase obligation or liabilityof such Person with respect to accounts or notes receivable sold by suchPerson, (ii) any liability under any Sale and Leaseback Transaction which isnot a Capitalized Lease, (iii) any liability under any so-called “syntheticlease” transaction entered into by such Person, or (iv) any obligation arisingwith respect to any other transaction which is the functional equivalent of ortakes the place of borrowing but which does not constitute a liability on thebalance sheets of such Person, but excluding from this **clause (iv)** allOperating Leases.

“Operating Lease” of a Person means anylease of Property (other than a Capitalized Lease) by such Person as lessee,which has an original term (including any required renewals and any renewalseffective at the option of the lessor) of one year or more.

“Other Taxes” is defined in **Section 3.5(b)**.

“Outstanding Credit Exposure” means, asto any Lender at any time, the aggregate principal amount of all Loans made bysuch Lender outstanding at such time.

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“Parent” means IDACORP, Inc., an Idahocorporation, and its successors and assigns.

“Participants” is defined in **Section 12.2(a)**.

“PATRIOT Act” means the Uniting andStrengthening America by Providing Appropriate Tools Required to Intercept andObstruct Terrorism (USA PATRIOT Act, Title III of Pub. L. 107-56 (signed intolaw October 26, 2001)), as amended from time to time, and any successorstatute, and all rules and regulations from time to time promulgatedthereunder.

“Payment Date” means the last day ofeach March, June, September and December.

“PBGC” means the Pension BenefitGuaranty Corporation, or any successor thereto.

“Permitted Receivables Securitization”means a limited recourse or non-recourse sale, assignment or contribution ofaccounts receivable and related records, collateral and rights of the Borrowerand/or one or more of its Subsidiaries to one or more special purpose entities,in connection with the issuance of obligations by any such special purposeentity secured by such assets, the proceeds of the issuance of whichobligations shall be made available, directly or indirectly, to the Borrowerand/or the applicable Subsidiaries.

“Person” means any natural person,corporation, firm, joint venture, partnership, limited liability company,association, enterprise, trust or other entity or organization, or anygovernment or political subdivision or any agency, department orinstrumentality thereof.

“Plan” means an employee pension benefitplan which is covered by Title IV of ERISA or subject to the minimum fundingstandards under Section 412 of the Code as to which the Borrower or any memberof the Controlled Group may have any liability.

“Prime Rate” means the per annuminterest rate publicly announced from time to time by JPMorgan, to be its primerate in effect at its principal office in New York City (which may notnecessarily be its lowest or best lending rate), as adjusted to conform tochanges as of the opening of business on the date any such change is publiclyannounced.

“Property” of a Person means any and allproperty, whether real, personal, tangible, intangible, or mixed, of suchPerson, or other assets owned, leased or operated by such Person.

“Pro Rata Share” means, with respect toa Lender, a portion equal to a fraction the numerator of which is such Lender’sCommitment and the denominator of which is the Aggregate Commitment (or, if theCommitments have been terminated, a portion equal to a fraction (i) thenumerator of which is equal to the principal amount of such Lender’s Loans and(ii) the denominator of which is equal to the aggregate principal amount of allLoans.

“Purchasers” is defined in **Section 12.3(a)**.

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“Rate Management Obligations” of aPerson means any and all obligations of such Person, whether absolute orcontingent and howsoever and whensoever created, arising, evidenced or acquired(including all renewals, extensions and modifications thereof and substitutionstherefor), under (i) any and all Rate Management Transactions, and (ii) any andall cancellations, buy backs, reversals, terminations or assignments of anyRate Management Transactions.

“Rate Management Transaction” means anytransaction (including an agreement with respect thereto) now existing orhereafter entered into by the Borrower or the Parent which is a rate swap,basis swap, forward rate transaction, commodity swap, commodity option, equityor equity index swap, equity or equity index option, bond option, interest rateoption, foreign exchange transaction, cap transaction, floor transaction,collar transaction, forward transaction, currency swap transaction,cross-currency rate swap transaction, currency option or any other similartransaction (including any option with respect to any of these transactions) orany combination thereof, whether linked to one or more interest rates, foreigncurrencies, commodity prices, equity prices or other financial measures.

“Register” is defined in **Section12.3(c)**.

“Regulation D” means Regulation D of theBoard of Governors of the Federal Reserve System as from time to time in effectand any successor thereto or other regulation or official interpretation ofsaid Board of Governors relating to reserve requirements applicable to memberbanks of the Federal Reserve System.

“Regulation U” means Regulation U of theBoard of Governors of the Federal Reserve System as from time to time in effectand any successor or other regulation or official interpretation of said Boardof Governors relating to the extension of credit by banks for the purpose ofpurchasing or carrying margin stocks applicable to member banks of the FederalReserve System.

“Reportable Event” means a reportableevent as defined in Section 4043 of ERISA and the regulations issued under suchsection, with respect to a Plan, excluding, however, such events as to whichthe PBGC has by regulation waived the requirement of Section 4043(a) of ERISAthat it be notified within thirty (30) days of the occurrence of such event, provided**that a failure to meet the minimum funding standard of Section 412 of theCode and of Section 302 of ERISA shall be a Reportable Event regardless of theissuance of any such waiver of the notice requirement in accordance with eitherSection 4043(a) of ERISA or Section 412(d) of the Code.

“Reports” is defined in **Section 9.6**.

“Required Lenders” means Lenders in theaggregate having at least a majority of the Aggregate Commitment or, if theAggregate Commitment has been terminated, Lenders in the aggregate holding atleast a majority of the Aggregate Outstanding Credit Exposure.

“Risk-Based Capital Guidelines” isdefined in **Section 3.2**.

“S&P” means Standard and Poor’sRatings Services, a division of The McGraw Hill Companies, Inc.

“Sale and Leaseback Transaction” meansany sale or other transfer of Property by any Person with the intent to leasesuch Property as lessee.

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“Sanctioned Country” means a countrysubject to a sanctions program identified on the list maintained by OFAC andavailable at http://www.treas.gov/offices/enforcement/ofac/sanctions/, or asotherwise published from time to time.

“Sanctioned Person” means (i) aPerson named on the list of Specially Designated Nationals or Blocked Personsmaintained by OFAC available athttp://www.treas.gov/offices/enforcement/ofac/sdn/t11sdn.pdf, or as otherwisepublished from time to time, or (ii) (A) an agency of the governmentof a Sanctioned Country, (B) an organization controlled by a SanctionedCountry, or (C) a Person resident in a Sanctioned Country, to the extentsubject to a sanctions program administered by OFAC.

“SEC Reports” means the followingreports:  (i) the Borrower’s Quarterly Reports on Form 10-Q filed with theSecurities and Exchange Commission for the quarters ended March 31, 2008, June30, 2008 and September 30, 2008 and (ii) those certain reports of the Borroweron Form 8-K filed with or furnished to the Securities and Exchange Commissionon March 3, March 26, April 2, April 3, June 4, July 1, July 8, July 30,September 16, September 19, October 3 and October 15, 2008 and January 13,January 23, and February 2, 2009.

“Single Employer Plan” means a Planmaintained by the Borrower or any member of the Controlled Group for employeesof the Borrower or any member of the Controlled Group.

“Statutory Reserve Rate”means a fraction (expressed as a decimal), the numerator of which is the numberone and the denominator of which is the number one minus the aggregate of themaximum reserve percentages (including any marginal, special, emergency orsupplemental reserves) expressed as a decimal established by the Board ofGovernors of the Federal Reserve System to which the Administrative Agent issubject for eurocurrency funding (currently referred to as “EurocurrencyLiabilities” in Regulation D).  Such reserve percentages shall include those imposedpursuant to such Regulation D.  Eurodollar Advances shall be deemed toconstitute eurocurrency funding and to be subject to such reserve requirementswithout benefit of or credit for proration, exemptions or offsets that may beavailable from time to time to any Lender under such Regulation D or anycomparable regulation.  The Statutory Reserve Rate shall be adjustedautomatically on and as of the effective date of any change in any reservepercentage.

“Subsidiary” of a Person means (i) anycorporation more than 50% of the outstanding securities having ordinary votingpower of which shall at the time be owned or controlled, directly orindirectly, by such Person or by one or more of its Subsidiaries or by suchPerson and one or more of its Subsidiaries, or (ii) any partnership, limitedliability company, association, joint venture or similar business organizationmore than 50% of the ownership interests having ordinary voting power of whichshall at the time be so owned or controlled.  Unless otherwise expresslyprovided, all references herein to a “Subsidiary” shall mean a Subsidiary ofthe Borrower.

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“Substantial Portion” means, withrespect to the Property of the Borrower and its Subsidiaries, Property which(i) represents more than 10% of the consolidated assets of the Borrower and itsSubsidiaries as would be shown in the consolidated financial statements of theBorrower and its Subsidiaries as of the beginning of the twelve-month periodending with the month in which such determination is made, or (ii) isresponsible for more than 10% of the consolidated net sales or of theconsolidated net income of the Borrower and its Subsidiaries as reflected inthe financial statements referred to in **clause (i)** above.

“Taxes” means any and all present orfuture taxes, duties, levies, imposts, deductions, charges or withholdings, andany and all liabilities with respect to the foregoing, but excluding ExcludedTaxes and Other Taxes.

“Transferee” is defined in **Section 12.4**.

“Type” is defined in **Section 2.3**.

“Unfunded Liabilities” means the amount(if any) by which the present value of all vested and unvested accrued benefitsunder all Single Employer Plans exceeds the fair market value of all such Planassets allocable to such benefits, all determined as of the then most recentvaluation date for such Plans using PBGC actuarial assumptions for singleemployer plan terminations.

“Unmatured Default” means an event whichbut for the lapse of time or the giving of notice, or both, would constitute aDefault.

“Wholly-Owned Subsidiary” of a Personmeans (i) any Subsidiary all of the outstanding voting securities of whichshall at the time be owned or controlled, directly or indirectly, by suchPerson or one or more Wholly-Owned Subsidiaries of such Person, or by suchPerson and one or more Wholly-Owned Subsidiaries of such Person, or (ii) anypartnership, limited liability company, association, joint venture or similarbusiness organization 100% of the ownership interests having ordinary votingpower of which shall at the time be so owned or controlled.

## 1.2.           Other Interpretive Provisions.

### (a)               The meanings of defined terms are equally applicable to the singular andplural forms of such terms.

### (b)              Section, Schedule and Exhibit references are tothis Agreement unless otherwise specified.

### (c)               The terms “including,” “includes” and “include” shall be deemed to befollowed by the phrase “without limitation.”

### (d)              In the computation of periods of time from a specified date to a laterspecified date, the word “from” means “from and including”; the words “to” and“until” each mean “to but excluding”, and the word “through” means “to andincluding.”

### (e)               Unless otherwise expressly specified, all references herein to aparticular time shall mean New York, New York time.

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### (f)               Unless otherwise expressly provided herein, (i) references to agreements(including this Agreement), other contractual instruments and organizationaldocuments shall be deemed to include all subsequent amendments and othermodifications thereto, but only to the extent such amendments and other modificationsare not prohibited by the terms of this Agreement, and (ii) references to anystatute or regulation are to be construed as including all statutory andregulatory provisions consolidating, amending, replacing, supplementing orinterpreting such statute or regulation.

# ARTICLE 2THE CREDITS

## 2.1.           Commitments.  Each Lender severally agrees, on the terms andconditions set forth in this Agreement, to  make term loans to the Borrower(each such term loan, a “Loan” and collectively, the “Loans”) ina single draw on the Closing Date, in Dollars, and in an amount equal to such Lender’s Commitment.  EachLoan under this **Section 2.1** shall consist of Loans made by each Lenderratably in proportion to such Lender’s respective Pro Rata Share of theAggregate Commitment.  No Loan shall be reborrowed once repaid. 

## 2.2.           Required Payments; Termination.  

### (a)               Except to the extent due or paid sooner pursuant to the provisions ofthis Agreement, the Borrower shall repay to the Lenders the aggregateoutstanding principal amount of each Loan on the Facility Termination Date.

### (b)              Notwithstanding anything to the contrary herein, except to the extentdue or paid sooner pursuant to the provisions of this Agreement, the AggregateOutstanding Credit Exposure and all unpaid Obligations shall be paid in full bythe Borrower on the Facility Termination Date.

                        (c)        Prior to or within one(1) Business Day of the receipt of proceeds related to the remarketing of anyBonds, the Borrower shall repay or prepay (as the case may be) thethen-outstanding Loans by paying to the Administrative Agent, for the ratableaccount of the Lenders based upon the Lenders’ respective Pro Rata Shares, anamount equal to the sum of (i) the aggregate principal amount of the Bondsremarketed plus (ii) all accrued and unpaid****interest on the principalamount of Loans so repaid or prepaid; provided that if a EurodollarAdvance is outstanding, and the proceeds of the remarketing of any Bonds arereceived prior to a date that is the end of the Interest Period for suchEurodollar Advance, the Borrower shall repay or prepay the amount set forthabove within five (5) Business Days of the receipt of proceeds related to suchremarketing.  As used herein, “Bonds” shall mean (i) the $116,300,000Sweetwater County, Wyoming Pollution Control Revenue Refunding Bonds (IdahoPower Company Project) Series 2006 and (ii) the $49,800,000 Humboldt County,Nevada Pollution Control Revenue Refunding Bonds (Idaho Power Company Project)Series 2003.

## 2.3.           Types of Advances; Minimum Amount of Each Advance

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.  The Loansmay be comprised of Floating Rate Advances or Eurodollar Advances (each, a “Type”of Advance), or a combination thereof, selected by the Borrower in accordancewith **Sections 2.7** and **2.8**.  Each Eurodollar Advance shall bein the amount of $5,000,000 or a higher integral multiple of $100,000, and eachFloating Rate Advance shall be in the amount of $5,000,000 or a higher integralmultiple of $100,000.  

## 2.4.           Fees

.

### (a)               The Borrower agrees to pay to the Administrative Agent for the accountof each Lender an upfront fee in an amount agreed to in the Fee Letter, payableon the date of execution of this Agreement.

### (b)              The Borrower shall pay to the Arranger and the Administrative Agent fortheir own respective accounts fees in the amounts and at the times specified inthe Fee Letter.  

The fees described in this **Section 2.4** shall be fullyearned when paid and shall not be refundable for any reason whatsoever.

 

## 2.5.           Reduction or Termination of Aggregate Commitment

.  TheCommitments shall terminate upon the earlier of (a) the funding of the Loans tothe Borrower in the manner specified in **Section 2.1** and (ii) 5:00 p.m.on the Closing Date.

## 2.6.           Optional Principal Payments

.  TheBorrower may from time to time pay, without penalty or premium, all outstandingFloating Rate Advances or, in an aggregate amount of $5,000,000 or a higherintegral multiple of $100,000, any portion of the outstanding Floating RateAdvances upon one (1) Business Day’s prior notice to the Administrative Agent. The Borrower may from time to time pay, subject to the payment of any fundingindemnification amounts required by **Section 3.4** but without penaltyor premium, all outstanding Eurodollar Advances or, in an aggregate amount of$5,000,000 or a higher integral multiple of $100,000, any portion of theoutstanding Eurodollar Advances upon three (3) Business Days’ prior notice tothe Administrative Agent.

## 2.7.           Requesting Loans

.  In order toobtain the Loans hereunder (excluding, for the avoidance of doubt, conversionsof outstanding Loans which shall be made pursuant to **Section 2.8**), theBorrower shall give the Administrative Agent irrevocable notice (the “BorrowingNotice”) not later than 11:00 a.m. at least one (1) Business Day before theClosing Date to the extent such Loans will constitute a Floating Rate Advance,and one (1) Business Day before the Closing Date to the extent such Loans willconstitute a Eurodollar Advance (provided, that any request for aEurodollar Advance shall be accompanied by a written agreement to indemnify theLenders for loss or costs of the type described in**Section 3.4**notwithstanding that this Agreement may not yet be effective), specifying:

#### (i)                the date of such Advance, which shall be the Closing Date and a BusinessDay,

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#### (ii)              the aggregate amount of such Advance,

#### (iii)            the Type of Advance selected, and

#### (iv)            in the case of a Eurodollar Advance, the Interest Period applicablethereto.

Not later than 1:00 p.m. on theClosing Date, each Lender shall make available its Pro Rata Share of the Loansin funds immediately available to the Administrative Agent at its addressspecified pursuant to **Article 13**.  The Administrative Agent willmake the funds so received from the Lenders available to the Borrower at theAdministrative Agent’s aforesaid address.

## 2.8.           Conversion and Continuation of Outstanding Advances

.  FloatingRate Advances shall continue as Floating Rate Advances unless and until suchFloating Rate Advances are converted into Eurodollar Advances pursuant to this **Section 2.8**or are repaid in accordance with **Section 2.6** or **Section2.2(c)**.  Each Eurodollar Advance shall continue as a Eurodollar Advanceuntil the end of the then applicable Interest Period therefor, at which timesuch Eurodollar Advance shall be automatically converted into a Floating RateAdvance unless (x) such Eurodollar Advance is or was repaid in accordance with **Section2.6** or **Section 2.2(c)**or (y) the Borrower shall have given theAdministrative Agent a Conversion/Continuation Notice (as defined below)requesting that, at the end of such Interest Period, such Eurodollar Advancecontinue as a Eurodollar Advance for the same or another Interest Period. Subject to **Section 2.3**, the Borrower may elect from time to time toconvert all or any part of a Floating Rate Advance into a Eurodollar Advance. The Borrower shall give the Administrative Agent irrevocable notice (a “Conversion/ContinuationNotice”) of each conversion of a Floating Rate Advance into a EurodollarAdvance or continuation of a Eurodollar Advance not later than 11:00 a.m. atleast three (3) Business Days prior to the date of the requested conversion orcontinuation, specifying:

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

#### (ii)              the aggregate amount and Type of the Advance which is to be converted orcontinued, and

#### (iii)            the amount of such Advance, which is to be converted into or continuedas a Eurodollar Advance and the duration of the Interest Period applicablethereto.

## 2.9.           Changes in Interest Rate, etc.

### (c)                

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### (a)               Each Floating Rate Advance shall bear interest on the outstandingprincipal amount thereof, for each day from the date such Floating Rate Advanceis made or is automatically converted from a Eurodollar Advance into a FloatingRate Advance pursuant to **Section 2.8**, to the date it is paid or isconverted into a Eurodollar Advance pursuant to **Section 2.8**, at arate per annum equal to the Floating Rate for such day.  Changes in the rate ofinterest on that portion of any Loan maintained as a Floating Rate Advance willtake effect simultaneously with each change in the Alternate Base Rate.  

### (b)              Each Eurodollar Advance shall bear interest on the outstanding principalamount thereof from the first day of the Interest Period applicable thereto to(but not including) the last day of such Interest Period at the interest ratedetermined by the Administrative Agent as applicable to such Eurodollar Advancebased upon the Borrower’s selections under **Sections 2.7** and **2.8**and otherwise in accordance with the terms hereof.  No Interest Period may endafter the Facility Termination Date.

## 2.10.       Rates Applicable After Default

. Notwithstanding anything to the contrary contained in**Sections 2.7**,**2.8**or **2.9**, during the continuance of a Default the RequiredLenders may, at their option, by notice to the Borrower, declare that noAdvance may be made as, converted into or continued as a Eurodollar Advance. During the continuance of a Default the Required Lenders may, at their option,by notice to the Borrower, declare that (i) each Eurodollar Advance shallbear interest for the remainder of the applicable Interest Period at the rateotherwise applicable to such Interest Period plus 2% per annum and (ii) eachFloating Rate Advance shall bear interest at a rate per annum equal to theAlternate Base  Rate in effect from time to time plus 2% per annum; providedthat during the continuance of a Default under **Sections 7(g)** or **7(h)**,the interest rates set forth in **clauses (i)**and **(ii)** above shallbe applicable to all Advances without any election or action on the part of theAdministrative Agent or any Lender.

## 2.11.       Method of Payment

.  Allpayments of the Obligations hereunder shall be made, without setoff, deduction,or counterclaim, in immediately available funds to the Administrative Agent atthe Administrative Agent’s address specified pursuant to **Article 13**,or at any other Lending Installation of the Administrative Agent specified inwriting by the Administrative Agent to the Borrower, by 12:00 noon (local time)on the date when due and shall be applied ratably by the Administrative Agentamong the Lenders.  Each payment delivered to the Administrative Agent for theaccount of any Lender shall be delivered promptly by the Administrative Agentto such Lender in the same type of funds that the Administrative Agent receivedat its address specified pursuant to **Article 13** or at any LendingInstallation specified in a notice received by the Administrative Agent fromsuch Lender.  The Administrative Agent is hereby authorized to charge anyaccount of the Borrower maintained with JPMorgan for each payment of principal,interest and fees as it becomes due hereunder.

## 2.12.       Noteless Agreement; Evidence of Indebtedness.

### (a)               Each Lender shall maintain in accordance with its usual practice anaccount or accounts evidencing the indebtedness of the Borrower to such Lenderresulting from each Loan****made by such Lender from time to time,including the amounts of principal and interest payable and paid to such Lenderfrom time to time hereunder.

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### (b)              The Administrative Agent shall also maintain the Register pursuant to **Section12.3(c)** and subaccounts for each Lender in which (taken together) it willrecord (a) the amount of each Loan made hereunder, the Type thereof and theInterest Period (if any) with respect thereto, (b) the amount of any principalor interest due and payable or to become due and payable from the Borrower toeach Lender hereunder, and (c) the amount of any sum received by theAdministrative Agent hereunder from the Borrower and each Lender’s sharethereof.

### (c)               The entries maintained in the accounts, Register and subaccountsmaintained pursuant to **Sections 2.12(a)** and **(b)** above shall beprima facie evidence of the existence and amounts of the Obligations thereinrecorded; provided that the failure of the Administrative Agent or anyLender to maintain such accounts, such Register or such subaccount, asapplicable, or any error therein shall not in any manner affect the obligationof the Borrower to repay the Obligations in accordance with their terms.

### (d)              The Loans made by each Lender shall, if requested by the applicableLender (which request shall be made to the Administrative Agent), be evidencedby a Note, appropriately completed and executed by the Borrower and payable tothe order of such Lender.  Each Note shall be entitled to all of the benefitsof this Agreement and the other Loan Documents and shall be subject to theprovisions hereof and thereof.

## 2.13.       Telephonic Notices

.  TheBorrower hereby authorizes the Lenders and the Administrative Agent to extend,convert or continue Advances, effect selections of Types of Advances and totransfer funds based on telephonic notices made by any person or persons theAdministrative Agent or any Lender in good faith believes to be acting onbehalf of the Borrower, it being understood that the foregoing authorization isspecifically intended to allow the Borrowing Notice and Conversion/ContinuationNotices to be given telephonically.  The Borrower agrees to deliver promptly tothe Administrative Agent a written confirmation, if such confirmation isrequested by the Administrative Agent or any Lender, of each telephonic noticesigned by an Authorized Officer.  If the written confirmation differs in anymaterial respect from the action taken by the Administrative Agent and theLenders, the records of the Administrative Agent and the Lenders shall governabsent manifest error.

## 2.14.       Interest Payment Dates; Interest and Fee Basis

.  

### (a)               Interest accrued on each Floating Rate Advance shall be payable on eachPayment Date, commencing with the first such date to occur after the datehereof, on any date on which such Floating Rate Advance is prepaid, whether dueto acceleration or otherwise, and at the Facility Termination Date.  Interestaccrued on that portion of the outstanding principal amount of any FloatingRate Advance converted into a Eurodollar Advance on a day other than a PaymentDate shall be payable on the date of conversion.  

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### (b)              Interest accrued on each Eurodollar Advance shall be payable on the lastday of its applicable Interest Period, on any date on which the EurodollarAdvance is prepaid, whether by acceleration or otherwise, and at the FacilityTermination Date.  Interest accrued on each Eurodollar Advance having anInterest Period longer than three months shall also be payable on the last dayof each three-month interval during such Interest Period.  

### (c)               Interest on Floating Rate Advances bearing interest at the Prime Rateshall be calculated for actual days elapsed on the basis of a 365, or whenappropriate, 366 day year.  All other interest and all fees shall be calculatedfor actual days elapsed on the basis of a 360-day year.  Interest shall bepayable for the day an Advance is made but not for the day of any payment onthe amount paid if payment is received prior to 12:00 noon (local time) at theplace of payment.  If any payment of principal of or interest on an Advanceshall become due on a day which is not a Business Day, such payment shall bemade on the next succeeding Business Day (except for interest payments inrespect of Eurodollar Advances whose Interest Period ends on a day which is nota Business Day, and the next succeeding Business Day falls in a new calendarmonth, in which case interest accrued on such Eurodollar Advance shall bepayable on the immediately preceding Business Day) and, in the case of aprincipal payment, such extension of time shall be included in computinginterest in connection with such payment.

## 2.15.       Notification of Advances, Interest Rates, Prepayments and CommitmentReductions

.  Promptlyafter receipt thereof, the Administrative Agent will notify each Lender of thecontents of the Borrowing Notice and each Conversion/Continuation Notice andrepayment notice received by it hereunder.  The Administrative Agent willnotify each Lender of the interest rate applicable to each Eurodollar Advancepromptly upon determination of such interest rate and will give each Lenderprompt notice of each change in the Alternate Base Rate.

## 2.16.       Lending Installations

.  Each Lendermay book its Loans at any Lending Installation selected by such Lender and maychange its Lending Installation from time to time.  All terms of this Agreementshall apply to any such Lending Installation and the Loans and any Notes issuedhereunder shall be deemed held by each Lender for the benefit of any suchLending Installation.  Each Lender may, by written notice to the AdministrativeAgent and the Borrower in accordance with **Article 13**, designatereplacement or additional Lending Installations through which Loans will bemade by it and for whose account Loan payments are to be made.

## 2.17.       Non-Receipt of Funds by the Administrative Agent

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.  Unless theBorrower or a Lender, as the case may be, notifies the Administrative Agentprior to the date on which it is scheduled to make payment to theAdministrative Agent of (i) in the case of a Lender, the proceeds of a Loan or(ii) in the case of the Borrower, a payment of principal, interest or fees tothe Administrative Agent for the account of the Lenders, that it does notintend to make such payment, the Administrative Agent may assume that suchpayment has been made.  The Administrative Agent may, but shall not beobligated to, make the amount of such payment available to the intendedrecipient in reliance upon such assumption.  If such Lender or the Borrower, asthe case may be, has not in fact made such payment to the Administrative Agent,the recipient of such payment shall, on demand by the Administrative Agent,repay to the Administrative Agent the amount so made available together withinterest thereon in respect of each day during the period commencing on thedate such amount was so made available by the Administrative Agent until thedate the Administrative Agent recovers such amount at a rate per annum equal to(x) in the case of payment by a Lender, the Federal Funds Effective Rate forsuch day for the first three (3) days and, thereafter, the interest rateapplicable to the relevant Loan or (y) in the case of payment by the Borrower,the interest rate applicable to the relevant Loan.

## 2.18.       **[**Reserved.**]**

## 2.19.       Replacement of Lender

.  If theBorrower is required pursuant to **Sections 3.1, 3.2** or **3.5** tomake any additional payment to any Lender or if any Lender’s obligation to makeor continue, or to convert Floating Rate Advances into, Eurodollar Advancesshall be suspended pursuant to **Section 3.3** (any Lender so affectedan “Affected Lender”), the Borrower may elect, if such amounts continueto be charged or such suspension is still effective, to replace such AffectedLender as a Lender party to this Agreement, provided that no Default orUnmatured Default shall have occurred and be continuing at the time of suchreplacement, and providedfurther that, concurrently with suchreplacement, (i) another bank or other entity which is reasonably satisfactoryto the Borrower and the Administrative Agent shall agree, as of such date, topurchase for cash the Advances and other Obligations (excluding the amounts payableby the Borrower pursuant to clause (ii) of this proviso) due to the AffectedLender pursuant to an assignment substantially in the form of **Exhibit C**and to become a Lender for all purposes under this Agreement and to assumeall obligations of the Affected Lender to be terminated as of such date and tocomply with the requirements of **Section 12.3** applicable toassignments, and (ii) the Borrower shall pay to such Affected Lender in sameday funds on the day of such replacement (A) all interest, fees and otheramounts then accrued but unpaid to such Affected Lender by the Borrowerhereunder to and including the date of termination, including payments due tosuch Affected Lender under **Sections 3.1, 3.2** or **3.5**, and (B)an amount, if any, equal to the payment which would have been due to suchLender on the day of such replacement under **Section 3.4**had theLoans of such Affected Lender been prepaid on such date rather than sold to thereplacement Lender.

# ARTICLE 3YIELD PROTECTION; TAXES

## 3.1.           Yield Protection

.  If, on orafter the Closing Date, the adoption of any law or any governmental or quasigovernmental rule, regulation, policy, guideline or directive (whether or nothaving the force of law), or any change in the interpretation or administrationthereof by any governmental or quasi-governmental authority, central bank orcomparable agency charged with the interpretation or administration thereof, orcompliance by any Lender or applicable Lending Installation with any request ordirective (whether or not having the force of law) of any such authority,central bank or comparable agency:

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#### (i)                subjects any Lender or any applicable Lending Installation to any Taxes,or changes the basis of taxation of payments (other than with respect toExcluded Taxes or to any increased costs from taxes which will be governedexclusively by **Section 3.5**) to any Lender in respect of its EurodollarAdvances, or

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

#### (iii)            imposes any other condition the result of which is to increase the costto any Lender (or any applicable Lending Installation) of making, funding ormaintaining its Eurodollar Advances, or reduces any amount receivable by anyLender (or any applicable Lending Installation) in connection with itsEurodollar Advances, or requires any Lender (or any applicable LendingInstallation) to make any payment calculated by reference to the amount ofEurodollar Advances held or interest received by it, by an amount deemedmaterial by such Lender,

and the result of any of theforegoing is to increase the cost to such Lender or applicable LendingInstallation of making or maintaining its Eurodollar Advances, or to reduce thereturn received by such Lender or applicable Lending Installation in connectionwith such Eurodollar Advances, then, within fifteen (15) days of demand by suchLender, the Borrower shall pay such Lender such additional amount or amounts aswill compensate such Lender for such increased cost or reduction in amount received.

## 3.2.           Changes in Capital Adequacy Regulations

.  If a Lenderdetermines the amount of capital required or expected to be maintained by suchLender, any Lending Installation of such Lender, or any corporation controllingsuch Lender is increased as a result of a Change, then, within fifteen (15)days of demand by such Lender, the Borrower shall pay such Lender the amountnecessary to compensate for any shortfall in the rate of return on the portionof such increased capital which such Lender determines is attributable to thisAgreement, its Outstanding Credit Exposure or its Commitment to make Loanshereunder (after taking into account such Lender’s policies as to capitaladequacy).  “Change” means (i) any change after the Closing Date in theRisk-Based Capital Guidelines, or (ii) any adoption of or change in any otherlaw, governmental or quasi governmental rule, regulation, policy, guideline,interpretation, or directive (whether or not having the force of law) after theClosing Date which affects the amount of capital required or expected to bemaintained by any Lender or any Lending Installation or any corporationcontrolling any Lender.  “Risk-Based Capital Guidelines” means (i) therisk based capital guidelines in effect in the United States on the ClosingDate, including transition rules, and (ii) the corresponding capitalregulations promulgated by regulatory authorities outside the United Statesimplementing the July 1988 report of the Basle Committee on Banking Regulationand Supervisory Practices Entitled “International Convergence of CapitalMeasurements and Capital Standards,” including transition rules, and anyamendments to such regulations adopted prior to the Closing Date.

## 3.3.           Availability of Types of Advances

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.  If anyLender determines that maintenance of its Eurodollar Advances at a suitableLending Installation would violate any applicable law, rule, regulation, ordirective, whether or not having the force of law, or if the Required Lendersdetermine that (i) deposits of a type and maturity appropriate to match fundEurodollar Advances are not available or (ii) the interest rate applicable toEurodollar Advances does not accurately reflect the cost of making ormaintaining Eurodollar Advances, then the Administrative Agent shall suspendthe availability of Eurodollar Advances and require any affected EurodollarAdvances to be repaid or converted to Floating Rate Advances, subject to thepayment of any funding indemnification amounts required by **Section 3.4**.

## 3.4.           Funding Indemnification

.  If anypayment of a Eurodollar Advance occurs on a date which is not the last day ofthe applicable Interest Period, whether because of acceleration, prepayment orotherwise, or a Eurodollar Advance is not made on the date specified by theBorrower for any reason other than default by the Lenders, the Borrower willindemnify each Lender for any loss or cost incurred by it resulting therefrom,including any loss or cost in liquidating or employing deposits acquired tofund or maintain such Eurodollar Advance.

## 3.5.           Taxes.

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

### (b)              In addition, the Borrower hereby agrees to pay any present or futurestamp or documentary taxes and any other excise or property taxes, charges orsimilar levies which arise from any payment made hereunder or under any Note orfrom the execution, delivery or enforcement of, or otherwise with respect to,this Agreement or any Note (“Other Taxes”).

### (c)               The Borrower hereby agrees to indemnify the Administrative Agent andeach Lender for the full amount of Taxes or Other Taxes (including any Taxes orOther Taxes imposed on amounts payable under this**Section 3.5**) paidby the Administrative Agent or such Lender and any liability (includingpenalties, interest and expenses, provided that the Administrative Agentand the Lenders shall use best efforts to avoid incurrence of the same) arisingtherefrom or with respect thereto.  Payments due under this indemnificationshall be made within thirty (30) days of the date the Administrative Agent orsuch Lender makes demand therefor pursuant to **Section 3.6**.

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### (d)              Each Lender (or Transferee) that is organized under the laws of ajurisdiction other than the United States, any State thereof or the District ofColumbia (a “Non−U.S. Lender”) that is entitled to an exemptionfrom or reduction of withholding tax under the law of the jurisdiction in whichthe Borrower is resident for tax purposes, or any treaty to which suchjurisdiction is a party, with respect to payments hereunder or under any otherLoan Document shall deliver to the Borrower (with a copy to the AdministrativeAgent), at the time or times prescribed by applicable law or reasonablyrequested by the Borrower or the Administrative Agent, such properly completedand executed documentation prescribed by applicable law as will permit suchpayments to be made without withholding or at a reduced rate of withholding. Inaddition, any Lender, if requested by the Borrower or the Administrative Agent,shall deliver such other documentation prescribed by applicable law orreasonably requested by the Borrower or the Administrative Agent as will enablethe Borrower or the Administrative Agent to determine whether or not suchLender is subject to backup withholding or information reporting requirements.

Withoutlimiting the generality of the foregoing, in the event that the Borrower isresident for tax purposes in the United States of America, any Non-U.S. Lendershall deliver to the Borrower and the Administrative Agent (in such number ofcopies as shall be requested by the recipient) on or prior to the date on whichsuch Non−U.S. Lender becomes a Lender under this Agreement (and from timeto time thereafter upon the request of the Borrower or the AdministrativeAgent, but only if such Non−U.S. Lender is legally entitled to do so),whichever of the following is applicable:

#### (i)                duly completed copies of Internal Revenue Service Form W-8BEN claimingeligibility for benefits of an income tax treaty to which the United States ofAmerica is a party,

#### (ii)              duly completed copies of Internal Revenue Service Form W-8ECI,

#### (iii)            duly completed copies of Internal Revenue Service Form W-8IMY,

#### (iv)            with respect to clauses (i) - (iii), any subsequent versions thereof orsuccessors thereto, in each case claiming complete exemption from, or reducedrate of, U.S. Federal withholding tax and payments of interest hereunder,

#### (v)              in the case of a Non−U.S. Lender claiming the benefits of theexemption for portfolio interest under section 871(h) or 881(c) of the Code,(x) a certificate to the effect that such Non−U.S. Lender is not (A) a“bank” for purposes of section 881(c) of the Code, (B) a “10-percentshareholder” (within the meaning of section 871(h)(3)(B) of the Code) of theBorrower (or any Affiliate thereof) and (C) a “controlled foreign corporation”related to the Borrower or any Affiliate thereof (within the meaning of section864(d)(4) of the Code), and such Non-U.S. Lender agrees that it shall promptlynotify the Borrower in the event any of the above representations are no longeraccurate and (y) duly completed copies of Internal Revenue Service Form W-8BEN,or

#### (vi)            any other form prescribed by applicable law as a basis for claimingexemption from or a reduction in United States Federal withholding tax dulycompleted together with such supplementary documentation as may be prescribedby applicable law to permit the Borrower to determine the withholding ordeduction required to be made.

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### (e)               For any period during which a Non-U.S. Lender has failed to provide theBorrower with an appropriate form pursuant to**Section 3.5(d)** (unlesssuch failure is due to a change in treaty, law or regulation, or any change inthe interpretation or administration thereof by any governmental authority,occurring subsequent to the date on which a form originally was required to beprovided) or **Section 3.5(f)**, such Lender shall not be entitled toindemnification under this **Section 3.5** with respect to Taxes; providedthat, should a Non-U.S. Lender which is otherwise exempt from or subject to areduced rate of withholding tax become subject to Taxes because of its failureto deliver a form required under **Section 3.5(d)**, the Borrower shall takesuch commercially-reasonable steps (at the cost of the Non-U.S. Lender) as suchNon-U.S. Lender shall reasonably request to assist such Non-U.S. Lender torecover such Taxes.

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

### (g)              If the U.S. Internal Revenue Service or any other governmental authorityof the United States or any other country or any political subdivision thereofasserts a claim that the Administrative Agent did not properly withhold taxfrom amounts paid to or for the account of any Lender (because the appropriateform was not delivered or properly completed, because such Lender failed tonotify the Administrative Agent of a change in circumstances which rendered itsexemption from withholding ineffective, or for any other reason), such Lendershall indemnify the Administrative Agent fully for all amounts paid, directlyor indirectly, by the Administrative Agent as tax, withholding therefor, orotherwise, including penalties and interest, and including taxes imposed by anyjurisdiction on amounts payable to the Administrative Agent under thissubsection, together with all costs and expenses related thereto (includingattorneys fees and time charges of attorneys for the Administrative Agent,which attorneys may be employees of the Administrative Agent) and the Borrowershall have no liability pursuant to this Agreement to the Administrative Agentwith respect to such amounts.  The obligations of the Lenders under this **Section 3.5(g)**shall survive the payment of the Obligations and termination of this Agreement.

### (h)              Any Lender or Administrative Agent claiming any indemnity payment oradditional payment amounts payable pursuant to this **Section 3.5**shall use reasonable efforts (consistent with legal and regulatory restrictionsand at the cost of the Borrower) to file any certificate or document reasonablyrequested in writing by the Borrower or to change the jurisdiction of itsapplicable lending office if the making of such a filing or change (1) wouldavoid the need for or reduce the amount of any such indemnity payment oradditional amount that may thereafter accrue, (2) would not require such Lenderor the Agent to disclose any information such Lender or the AdministrativeAgent deems confidential and (3) would not subject such Lender or theAdministrative Agent to any unreimbursed cost or expense and would not otherwisebe disadvantageous to such Lender or the Administrative Agent.

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### (i)                Each Lender will promptly notify the Borrower and the AdministrativeAgent of any event of which it has knowledge, occurring after the date of thisAgreement, which will entitle such Lender to compensation pursuant to this**Section 3.5**; provided that (i) if any Lender fails to give suchnotice within 180 days after it obtains actual knowledge of such event (or, inthe exercise of ordinary due diligence, should have obtained actual knowledgethereof), such Lender shall only be entitled to payments under this **Section 3.5**for costs incurred from and after the date 180 days prior to the date that suchLender does give such notice.

## 3.6.           Alternate Lending Installation; Lender Statements; Survival ofIndemnity

.  To theextent reasonably possible, each Lender shall designate an alternate LendingInstallation with respect to its Eurodollar Advances to reduce any liability ofthe Borrower to such Lender under **Sections 3.1, 3.2** and**3.5**or to avoid the unavailability of Eurodollar Advances under **Section 3.3,**so long as such designation is not, in the judgment of such Lender,disadvantageous to such Lender.  Each Lender shall deliver a written statementof such Lender to the Borrower (with a copy to the Administrative Agent) as tothe amount due, if any, under **Sections 3.1, 3.2, 3.4** or **3.5**. Such written statement shall set forth in reasonable detail the calculationsupon which such Lender determined such amount and shall be final, conclusiveand binding on the Borrower in the absence of manifest error.  Determination ofamounts payable under such Sections in connection with a Eurodollar Advanceshall be calculated as though each Lender funded its Eurodollar Advance throughthe purchase of a deposit of the type and maturity corresponding to the depositused as a reference in determining the Eurodollar Rate applicable to such Loan,whether in fact that is the case or not.  Unless otherwise provided herein, theamount specified in the written statement of any Lender shall be payable ondemand after receipt by the Borrower of such written statement.  Theobligations of the Borrower under **Sections 3.1, 3.2, 3.4**and **3.5**shall survive payment of the Obligations and termination of this Agreement.

# ARTICLE 4CONDITIONS PRECEDENT

## 4.1.           Loans; Closing Date

.  The Lendersshall not be required to make the Loans hereunder as described in **Section2.1**, and the Closing Date shall not occur, unless:

### (a)               The Borrower has furnished to the Administrative Agent sufficient copiesfor the Lenders of:

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

#### (ii)              Copies, certified by the Secretary or Assistant Secretary of theBorrower, of its bylaws and of its Board of Directors’ resolutions and ofresolutions or actions of any other body authorizing the execution of the LoanDocuments.

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#### (iii)            An incumbency certificate, executed by the Secretary or AssistantSecretary of the Borrower, which shall identify by name and title and bear thesignatures of the Authorized Officers and any other officers of the Borrowerauthorized to sign the Loan Documents, upon which certificate theAdministrative Agent and the Lenders shall be entitled to rely until informedof any change in writing by the Borrower.

#### (iv)            A certificate, signed by an Authorized Officer, certifying thesatisfaction of the condition in **Section 4.1(d)**below.

#### (v)              One or more written legal opinions of the Borrower’s counsel, addressedto the Administrative Agent and the Lenders, dated as of the Closing Date, inform and substance reasonably acceptable to the Administrative Agent andattached hereto as**Exhibit A**.

#### (vi)            Signature pages or counterparts to this Agreement and the Fee Letter.

#### (vii)          Any Notes requested by a Lender pursuant to **Section 2.12**payable to the order of each such requesting Lender.

#### (viii)        Such other documents as any Lender or its counsel may have reasonablyrequested.

### (b)              The Lenders and the Administrative Agent shall have received all feesrequired to be paid, and all expenses for which invoices have been presented,on or before the Closing Date. 

### (c)               The Lenders and the Administrative Agent shall have received evidencesatisfactory to them that the Existing Credit Agreement shall have beenterminated and all amounts due and payable thereunder shall have been paid infull in cash.

### (d)              No Default or Unmatured Default exists on or as of the Closing Date.

### (e)               The representations and warranties contained in Article 5 shall be true andcorrect on and as of the Closing Date except to the extent any suchrepresentation or warranty is stated to relate solely to an earlier date, inwhich case such representation or warranty shall have been true and correct onand as of such earlier date.

### (f)               All legal matters incident to the making of such Loans shall besatisfactory to the Lenders and their counsel.

# ARTICLE 5REPRESENTATIONS AND WARRANTIES

The Borrowerrepresents and warrants to the Lenders that:

## 5.1.           Existence and Standing

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.  Each of theBorrower and its Subsidiaries is a corporation, partnership (in the case ofSubsidiaries only) or limited liability company duly and properly incorporatedor organized, as the case may be, validly existing and (to the extent suchconcept applies to such entity) in good standing under the laws of itsjurisdiction of incorporation or organization and has all requisite authorityto conduct its business in each jurisdiction in which its business isconducted, except to the extent that failure to do so could not reasonably beexpected to have a Material Adverse Effect.

## 5.2.           Authorization and Validity

.  TheBorrower has the power and authority and legal right to execute and deliver theLoan Documents and to perform its obligations thereunder.  The execution anddelivery by the Borrower of the Loan Documents and the performance of itsobligations thereunder have been duly authorized by proper corporateproceedings, and the Loan Documents constitute legal, valid and bindingobligations of the Borrower enforceable against the Borrower in accordance withtheir terms, except as enforceability may be limited by bankruptcy, insolvencyor similar laws affecting the enforcement of creditors’ rights generally.

## 5.3.           No Conflict; Government Consent

.  Neither theexecution and delivery by the Borrower of the Loan Documents, nor theconsummation of the transactions therein contemplated, nor compliance with theprovisions thereof will violate, except to the extent that such violation,alone or in the aggregate, could not reasonably be expected to have a MaterialAdverse Effect, (i) any law, rule, regulation, order, writ, judgment,injunction, decree or award binding on the Borrower or any of its Subsidiariesor (ii) the Borrower’s or any Subsidiary’s articles or certificate ofincorporation, partnership agreement, certificate of partnership, articles orcertificate of organization, bylaws, or operating or other managementagreement, as the case may be, or (iii) the provisions of any indenture,instrument or agreement to which the Borrower or any of its Subsidiaries is aparty or is subject, or by which it, or its Property, is bound, or conflictwith or constitute a default thereunder, or result in, or require, the creationor imposition of any Lien in, of or on the Property of the Borrower or a Subsidiarypursuant to the terms of any such indenture, instrument or agreement.  Noorder, consent, adjudication, approval, license, authorization, or validationof, or filing, recording or registration with, or exemption by, or other actionin respect of any governmental or public body or authority, or any subdivisionthereof, which has not been obtained by the Borrower or any of itsSubsidiaries, is required to be obtained by the Borrower or any of itsSubsidiaries in connection with the execution and delivery of the LoanDocuments, the borrowings under this Agreement, the payment and performance bythe Borrower of the Obligations or the legality, validity, binding effect orenforceability of any of the Loan Documents.

## 5.4.           Financial Statements

.  TheDecember 31, 2007 consolidated financial statements of the Borrower and itsSubsidiaries heretofore delivered to the Lenders were prepared in accordancewith the Agreement Accounting Principles in effect on the date such statementswere prepared and fairly present the consolidated financial condition andoperations of the Borrower and its Subsidiaries at such date and theconsolidated results of their operations for the period then ended.

## 5.5.           Material Adverse Change

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.  SinceDecember 31, 2007, there has been no change in the business, Property,condition (financial or otherwise) or results of operations of the Borrower andits Subsidiaries which could reasonably be expected to have a Material AdverseEffect, except as set forth in the SEC Reports.

## 5.6.           Taxes

.  TheBorrower and its Subsidiaries have filed all material United States federal taxreturns and all other tax returns which are required to be filed and have paidall taxes due pursuant to said returns or pursuant to any assessment receivedby the Borrower or any of its Subsidiaries, except such taxes, if any, as arebeing contested in good faith and as to which adequate reserves have beenprovided in accordance with Agreement Accounting Principles.  No tax liens havebeen filed and no claims are being asserted with respect to any such taxesclaimed to be due and payable that would, if adversely determined, have aMaterial Adverse Effect.  The charges, accruals and reserves for taxes on thebooks of the Borrower and its Subsidiaries (to the extent in excess of$5,000,000) are adequate under Agreement Accounting Principles. Notwithstanding any provision in this Agreement to the contrary, the onlyrepresentations and warranties made by the Borrower with respect to mattersrelating to taxes shall be the representations and warranties set forth in this**Section 5.6**, and this Agreement shall not be interpreted in any mannerthat is contrary hereto.

## 5.7.           Litigation and Contingent Obligations

.  Except asset forth in the most recent consolidated financial statements provided to theAdministrative Agent pursuant to **Section 5.4** or **Section 6.1**,respectively, and the SEC Reports, there is no litigation, arbitration,governmental investigation, proceeding or inquiry pending or, to the knowledgeof any of their officers, threatened against or affecting the Borrower or anyof its Subsidiaries which could reasonably be expected to have a MaterialAdverse Effect or which seeks to prevent, enjoin or delay the making of theLoans.  Other than any liability incident to any litigation, arbitration or proceeding,which, if decided adversely, would not reasonably be expected to have aMaterial Adverse Effect, the Borrower has no material contingent liabilities orobligations not provided for or disclosed in the most recent consolidatedfinancial statements provided to the Administrative Agent pursuant to **Section5.4** or **Section 6.1**, respectively, or the SEC Reports.

## 5.8.           Subsidiaries

.  **Schedule 5.8**contains an accurate list of all Subsidiaries of the Borrower as of the ClosingDate, setting forth their respective jurisdictions of organization and thepercentage of their respective capital stock or other ownership interests ownedby the Borrower or other Subsidiaries.  All of the issued and outstandingshares of capital stock or other ownership interests of such Subsidiaries havebeen (to the extent such concepts are relevant with respect to such ownershipinterests) duly authorized and issued and are fully paid and nonassessable.

## 5.9.           ERISA

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.  TheUnfunded Liabilities of all Single Employer Plans do not in the aggregateexceed $75,000,000.  Neither the Borrower nor any other member of theControlled Group has incurred, or is reasonably expected to incur, anywithdrawal liability to Multiemployer Plans in excess of $25,000,000 in theaggregate.  Each Plan complies in all material respects with all applicablerequirements of law and regulations, no Reportable Event has occurred withrespect to any Plan, neither the Borrower nor any other member of theControlled Group has withdrawn from any Plan or initiated steps to do so, andno steps have been taken to reorganize or terminate any Plan.

## 5.10.       Accuracy of Information

.  Noinformation, exhibit or report furnished by the Borrower or any of itsSubsidiaries to the Administrative Agent, the Arranger or to any Lender inconnection with the negotiation of, or compliance with, the Loan Documentscontained any material misstatement of fact or omitted to state a material factor any fact necessary to make the statements contained therein not misleading.

## 5.11.       Regulation U

.  Marginstock (as defined in Regulation U) constitutes less than 25% of the value ofthose assets of the Borrower and its Subsidiaries which are subject to anylimitation on sale, pledge, or other restriction hereunder.

## 5.12.       Material Agreements

.  Except asset forth in **Schedule 5.12**, neither the Borrower nor any Subsidiary is aparty to any agreement or instrument or subject to any charter or othercorporate restriction (a) which either prohibits or restricts the ability ofany Subsidiary of Borrower to declare or pay dividends to the Borrower, or (b)which could reasonably be expected to have a Material Adverse Effect.  Neitherthe Borrower nor any Subsidiary is in default in the performance, observance orfulfillment of any of the obligations, covenants or conditions contained in (i)any agreement to which it is a party, which default could reasonably beexpected to have a Material Adverse Effect or (ii) any agreement or instrumentevidencing or governing Material Indebtedness, which default could reasonablybe expected to have a Material Adverse Effect.

## 5.13.       Compliance With Laws

.  TheBorrower and its Subsidiaries have complied with all applicable statutes,rules, regulations, orders and restrictions of any domestic or foreigngovernment or any instrumentality or agency thereof having jurisdiction overthe conduct of their respective businesses or the ownership of their respectiveProperty except for any failure to comply with any of the foregoing which couldnot reasonably be expected to have a Material Adverse Effect.

## 5.14.       Ownership of Properties

.  Except asset forth on**Schedule 5.14**, as of the Closing Date, the Borrower and itsSubsidiaries will have good title, free of all Liens other than those permittedby **Section 6.11**, to all of the Property and assets reflected in theBorrower’s most recent consolidated financial statements provided to theAdministrative Agent and the SEC Reports as owned by the Borrower and itsSubsidiaries.

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## 5.15.       Plan Assets; Prohibited Transactions

.  TheBorrower is not an entity deemed to hold “plan assets” within the meaning of 29C.F.R. § 2510.3-101 of an employee benefit plan (as defined in Section3(3) of ERISA) which is subject to Title I of ERISA or any plan (within themeaning of Section 4975 of the Code), and neither the execution of thisAgreement nor the making of the Loans hereunder gives rise to a prohibitedtransaction within the meaning of Section 406 of ERISA or Section 4975 of theCode.

## 5.16.       Environmental Matters

.  In theordinary course of its business, the Borrower considers the effect ofEnvironmental Laws on the business of the Borrower and its Subsidiaries, in thecourse of which it identifies and evaluates potential risks and liabilitiesaccruing to the Borrower due to Environmental Laws.  On the basis of thisconsideration, the Borrower has concluded that the potential risks andliabilities accruing to the Borrower due to Environmental Laws could notreasonably be expected to have a Material Adverse Effect.  Neither the Borrowernor any Subsidiary has received any notice to the effect that its operationsare not in material compliance with any of the requirements of applicableEnvironmental Laws or are the subject of any federal or state investigationevaluating whether any remedial action is needed to respond to a release of anytoxic or hazardous waste or substance into the environment, which noncomplianceor remedial action could reasonably be expected to have a Material AdverseEffect.

## 5.17.       Investment Company Act

.  TheBorrower is not an “investment company” or a company “controlled” by an“investment company”, within the meaning of the Investment Company Act of 1940.

## 5.18.       OFAC; PATRIOT Act

.  

### (a)               Neither the Borrower or any of its Subsidiaries is a Sanctioned Personor does business in a Sanctioned Country or with a Sanctioned Person inviolation of the economic sanctions of the United States administered by OFAC.

### (b)              Each of the Borrower and its Subsidiaries is in compliance in allmaterial respects with the PATRIOT Act.  No part of the proceeds of the Loanshereunder will be used, directly or indirectly, for any payments to anygovernmental official or employee, political party, official of a politicalparty, candidate for political office, or anyone else acting in an officialcapacity, in order to obtain, retain or direct business or obtain any improperadvantage, in violation of the United States Foreign Corrupt Practices Act of1977, as amended.

# ARTICLE 6COVENANTS

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During theterm of this Agreement, unless the Required Lenders shall otherwise consent inwriting:

## 6.1.           Financial Reporting

.  TheBorrower will maintain, for itself and each Subsidiary, a system of accountingestablished and administered in accordance with the Agreement AccountingPrinciples, and furnish to the Administrative Agent in sufficient copies foreach of the Lenders:

#### (i)                Within one hundred twenty (120) days after the close of each of itsfiscal years (or, if earlier, within thirty (30) days after the Borrower isrequired to file its Annual Report on Form 10-K with the Securities andExchange Commission for such fiscal year), an unqualified (except for qualificationsrelating to changes in Agreement Accounting Principles or practices reflectingchanges in Agreement Accounting Principles and required or approved by theBorrower’s independent registered public accountants) audit report certified byindependent registered public accountants reasonably acceptable to the Lenders,prepared in accordance with the Agreement Accounting Principles on aconsolidated and consolidating basis (consolidating statements need not becertified by such accountants) for itself and its Subsidiaries, includingbalance sheets as of the end of such period, related profit and loss andreconciliation of surplus statements, and a statement of cash flows.  Deliveryby the Borrower to the Administrative Agent of copies of the Borrower’s AnnualReport on Form 10-K filed with the Securities and Exchange Commission for anyyear shall satisfy the Borrower’s obligation under this **clause (i)** withrespect to such year.

#### (ii)              Within sixty (60) days after the close of the first three quarterlyperiods of each of its fiscal years (or, if earlier, within fifteen (15) daysafter the Borrower is required to file its Quarterly Report on Form 10-Q forwith the Securities and Exchange Commission for such period), consolidated andconsolidating unaudited balance sheets as at the close of each the first threequarterly periods of each of its fiscal years, for itself and its Subsidiariesand consolidated and consolidating profit and loss and reconciliation ofsurplus statements and a statement of cash flows for the period from thebeginning of such fiscal year to the end of such quarter, all certified by anAuthorized Officer.  Delivery by the Borrower to the Administrative Agent ofcopies of the Borrower’s Quarterly Report on Form 10-Q filed with theSecurities and Exchange Commission for any quarter shall satisfy the Borrower’sobligation under this **clause (ii)** with respect to such quarter.

#### (iii)            Together with the financial statements required under**Sections 6.1(i)** and **(ii)**, (A) a compliance certificate insubstantially the form of Exhibit B signed by an Authorized Officershowing the calculations necessary to determine compliance with this Agreementand stating that no Default or Unmatured Default exists, or if any Default orUnmatured Default exists, stating the nature and status thereof and (B) acalculation of the Indebtedness secured by Liens permitted under **Section6.11(xiii)** in such form as is reasonably satisfactory to the AdministrativeAgent.

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#### (iv)            As soon as possible and in any event within ten (10) days after theBorrower knows that any Reportable Event has occurred with respect to any Plan,a statement, signed by an Authorized Officer, describing said Reportable Eventand the action which the Borrower proposes to take with respect thereto.

#### (v)              As soon as possible and in any event within ten (10) days after receiptby the Borrower, a copy of (a) any notice or claim to the effect that theBorrower or any of its Subsidiaries is or may be liable to any Person as aresult of the release by the Borrower, any of its Subsidiaries, or any otherPerson of any toxic or hazardous waste or substance into the environment, and(b) any notice alleging any violation of any federal, state or localenvironmental, health or safety law or regulation by the Borrower or any of itsSubsidiaries, which, in either case, could reasonably be expected to have aMaterial Adverse Effect.

#### (vi)            Promptly upon the furnishing thereof to (a) any shareholders of theBorrower (other than the Parent) or (b) the shareholders of the Parent, copiesof all financial statements and reports so furnished.

#### (vii)          Promptly upon the filing thereof, copies of all registration statementsand annual, quarterly, monthly or other regular reports which the Borrower orany of its Subsidiaries files with the Securities and Exchange Commission.

#### (viii)        Such other information (including nonfinancial information) as theAdministrative Agent or any Lender may from time to time reasonably request.

                        (ix)       Promptly after Moody’sor S&P shall have announced a change in the rating established or deemed tohave been established for the Index Debt, written notice of such rating change.

## 6.2.           Use of Proceeds

.  TheBorrower will, and will cause each Subsidiary to, use the proceeds of the Loanssolely to repay the loans and other obligations under the Existing CreditAgreement.

## 6.3.           Notice of Default, etc.

  The Borrowerwill, and will cause each Subsidiary to, give prompt notice in writing to theLenders of the occurrence of (i) any Default or Unmatured Default and (ii) thecommencement of or any ruling in any litigation, or any other development,financial or otherwise, which could reasonably be expected to have a MaterialAdverse Effect.

## 6.4.           Conduct of Business

.  TheBorrower will, and will cause each Material Subsidiary to, carry on and conductits business in substantially the same manner and in substantially the samefields of enterprise as it is presently conducted and do all things necessaryto remain duly incorporated or organized, validly existing and (to the extentsuch concept applies to such entity) in good standing as a domesticcorporation, partnership or limited liability company in its jurisdiction ofincorporation or organization, as the case may be, and maintain all requisiteauthority to conduct its business in each jurisdiction in which its business isconducted, except where the failure to do so could not reasonably be expectedto have a Material Adverse Effect.

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## 6.5.           Taxes

.  TheBorrower will, and will cause each Subsidiary to, timely file complete andcorrect United States federal and applicable foreign, state and local taxreturns required by law and pay when due all taxes, assessments andgovernmental charges and levies upon it or its income, profits or Property,except those which are being contested in good faith by appropriate proceedingsand with respect to which adequate reserves have been set aside in accordancewith Agreement Accounting Principles.

## 6.6.           Insurance

.  TheBorrower will, and will cause each Subsidiary to, maintain with financiallysound and reputable insurance companies insurance on all their Property in suchamounts and covering such risks as is consistent with sound business practice,and the Borrower will furnish to any Lender upon request full information as tothe insurance carried.

## 6.7.           Compliance with Laws

.  TheBorrower will, and will cause each Subsidiary to, comply in all materialrespects with all laws, rules, regulations, orders, writs, judgments,injunctions, decrees or awards to which it may be subject, including allEnvironmental Laws.

## 6.8.           Maintenance of Properties

.  TheBorrower will, and will cause each Subsidiary to, do all things necessary tomaintain, preserve, protect and keep its Property in good repair, working orderand condition, and make all necessary and proper repairs, renewals andreplacements so that its business carried on in connection therewith may beproperly conducted at all times.

## 6.9.           Inspection

.  TheBorrower will, and will cause each Subsidiary to, permit the AdministrativeAgent and the Lenders, by their respective representatives and agents, toinspect any of the Property, books and financial records of the Borrower andeach Subsidiary, to examine and make copies of the books of accounts and otherfinancial records of the Borrower and each Subsidiary, and to discuss theaffairs, finances and accounts of the Borrower and each Subsidiary with, and tobe advised as to the same by, their respective officers at such reasonabletimes and intervals as the Administrative Agent or any Lender may designate.

## 6.10.       Merger and Sale of Assets

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.  Without theprior written consent of the Required Lenders (such consent not to beunreasonably withheld), the Borrower will not, nor will it permit any MaterialSubsidiary to, merge or consolidate with or into any other Person, or sell orotherwise dispose of all or substantially all of its Property to another Personexcept that (i) a Material Subsidiary may merge into the Borrower or aWholly-Owned Subsidiary, (ii) a Material Subsidiary may dispose of all orsubstantially all of its Property to the Borrower or a Wholly-Owned Subsidiary,or (iii) the Borrower or any Subsidiary may sell, transfer, contribute, conveyor dispose of accounts, general intangibles and/or chattel paper (each asdefined in Article 9 of the Uniform Commercial Code) and associated collateral,lockbox and other collection accounts, records and/or proceeds in connectionwith a Permitted Receivables Securitization.

## 6.11.       Liens

.  TheBorrower will not, nor will it permit any Material Subsidiary to, create,incur, or suffer to exist any Lien in, of or on the Property of the Borrower orany Material Subsidiary, except:

#### (i)                Liens for taxes, assessments or governmental charges or levies on itsProperty if the same shall not at the time be delinquent or thereafter can bepaid without penalty, or are being contested in good faith and by appropriateproceedings and for which adequate reserves in accordance with AgreementAccounting Principles shall have been set aside on its books;

#### (ii)              Liens imposed by law, such as carriers’, warehousemen’s and mechanics’liens and other similar liens arising in the ordinary course of business whichsecure payment of obligations not more than sixty (60) days past due or whichare being contested in good faith by appropriate proceedings and for whichadequate reserves shall have been set aside on its books;

#### (iii)            Liens arising out of pledges or deposits under worker’s compensationlaws, unemployment insurance, old age pensions, or other social security orretirement benefits, or similar legislation;

#### (iv)            Utility easements, building restrictions and such other encumbrances orcharges against real property as are of a nature generally existing withrespect to properties of a similar character and which do not in any materialway affect the marketability of the same or interfere with the use thereof inthe business of the Borrower or its Subsidiaries;

#### (v)              Liens existing on the date hereof and described in **Schedule 5.14**;

#### (vi)            Liens on Property of the Borrower or any of its Material Subsidiariescreated solely for the purpose of securing Indebtedness incurred to fund thepurchase price of Property, provided that no such Lien shall extend toor cover any other Property of the Borrower or its Material Subsidiaries otherthan the Property so acquired and the original principal amount of theIndebtedness so secured by any such Lien shall not exceed the original purchaseprice of the Property so acquired;

#### (vii)          The Lien of the First Mortgage and any Lien described in any deeds orother instruments under which property has been conveyed to the Borrower and towhich the Lien of the First Mortgage is expressly made subject;

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#### (viii)        Any Lien existing on any property or asset prior to the Acquisitionthereof by the Borrower or any Material Subsidiary providedthat the Acquisition is permitted under **Section 6.13** and such Lien isnot created in contemplation of or in connection with such Acquisition;

#### (ix)            Liens arising under a Permitted Receivables Securitization;

#### (x)              Liens arising by operation of law with respect to any deposit,securities and commodity account; provided that (a) the right of theBorrower or the applicable Material Subsidiary to withdraw assets from suchaccount shall not be restricted other than by customary rules of generalapplication (such as restrictions on withdrawals during the time required for acheck to clear); and (b) such account is not intended by the Borrower or any MaterialSubsidiary to provide collateral to the applicable depository institution,securities intermediary or commodities intermediary;

#### (xi)            Liens in favor of the Administrative Agent hereunder;

#### (xii)          Any Lien arising out of the refinancing, extension, or renewal of anyIndebtedness secured by any Lien permitted by **clause (v)**of this **Section6.11**; provided that such Indebtedness is not increased and is notsecured by any additional assets; and

#### (xiii)         (A) Liens incurred by the Borrower or the Parent****in connectionwith Rate Management Transactions entered into by either the Borrower or theParent in the ordinary course of business and not for speculation and inaccordance with its established risk management policies, and (B) other Liensincurred by the Borrower or the Parent****in the ordinary course ofbusiness, provided that the aggregate principal amount of theIndebtedness secured by the Liens permitted under this**clause (xiii)**shallnot exceed $50,000,000 at any one time outstanding.

## 6.12.       Leverage Ratio

.  TheBorrower will not permit the ratio, determined as of the end of each of itsfiscal quarters, of (i) Consolidated Indebtedness to (ii) Consolidated TotalCapitalization to be greater than 0.65 to 1.0.

## 6.13.       Investments and Acquisitions

.  Without theprior written consent of the Required Lenders (such consent not to beunreasonably withheld), the Borrower will not, nor will it permit anySubsidiary to, make or suffer to exist any Investments (including loans andadvances to, and other Investments in, Subsidiaries, or commitments therefor,or to create any Subsidiary or to become or remain a partner in any partnershipor joint venture), or to make any Acquisition of any Person, except:

#### (i)                Cash Equivalent Investments and Investments permitted by the investmentpolicies approved from time to time by the board of directors of the Borroweror the relevant Subsidiary, as applicable;

#### (ii)              Investments in, and loans and advances to, Subsidiaries existing as ofthe date hereof and other Investments existing as of the date hereof;

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#### (iii)            Investments by Subsidiaries in securities of the Borrower andInvestments by the Borrower and its Subsidiaries in any business trustcontrolled, directly or indirectly, by the Borrower to the extent such businesstrust purchases securities of the Borrower;

#### (iv)            In addition to Investments otherwise permitted hereunder, Investmentsand Acquisitions related to the energy business of the Borrower and itsSubsidiaries made after the date hereof in an aggregate amount not exceeding$750,000,000 at any one time outstanding; and

#### (v)              Investments by the Borrower or a Subsidiary in connection with aPermitted Receivables Securitization.

## 6.14.       Subsidiary Dividend Restrictions

.  TheBorrower will not, nor will it permit any Material Subsidiary to, become aparty to any agreement prohibiting or restricting the ability of such MaterialSubsidiary to declare or pay dividends to the Borrower, except as disclosed in **Schedule 5.12**,other than prohibitions or restrictions in connection with a PermittedReceivables Securitization.

## 6.15.       Affiliates

.  TheBorrower will not, and will not permit any Subsidiary to, enter into anytransaction (including the purchase or sale of any Property or service) with,or make any payment or transfer to, any Affiliate that is not a Subsidiaryexcept in the ordinary course of business and pursuant to the reasonablerequirements of the Borrower’s or such Subsidiary’s business and upon fair andreasonable terms no less favorable to the Borrower or such Subsidiary than theBorrower or such Subsidiary would obtain in a comparable arms-length transaction;provided, that for the avoidance of doubt, nothing contained in this **Section6.15** shall prohibit the Borrower from paying dividends to the Parent.

## 6.16.       OFAC, PATRIOT Act Compliance

.  TheBorrower will, and will cause each of its Subsidiaries to, (i) refrainfrom doing business in a Sanctioned Country or with a Sanctioned Person inviolation of the economic sanctions of the United States administered by OFAC,and (ii) provide, to the extent commercially reasonable, such informationand take such actions as are reasonably requested by the Administrative Agentor any Lender in order to assist the Administrative Agent and the Lenders inmaintaining compliance with the PATRIOT Act.

# ARTICLE 7DEFAULTS

The occurrenceof any one or more of the following events shall constitute a Default:

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### (a)               Any representation or warranty made by or on behalf of the Borrower orany of its Subsidiaries to the Lenders or the Administrative Agent under or inconnection with this Agreement or any Loan Document, any Loans, or any report,certificate, financial statement or other information delivered in connectionwith this Agreement or any other Loan Document shall be false in any materialrespect when so made, deemed made or delivered.

### (b)              Nonpayment of principal of any Loan when due; or nonpayment of intereston any Loan, any fee payable by the Borrower hereunder or any other obligationunder any of the Loan Documents within five (5) days after the same becomesdue.

### (c)               The breach by the Borrower of any of the terms or provisions of **Section6.2. 6.3(i)** (and (i) in the case of failure to deliver notice of a Defaultarising under **Section 7(d)**, five (5) days shall have elapsed afteran Authorized Officer obtained knowledge of such Default, and (ii) in the caseof failure to deliver notice of a Default arising under **Section 7(e)**,twenty (20) days shall have elapsed after an Authorized Officer obtainedknowledge of such Default), **6.10, 6.11, 6.12** or **6.13**.

### (d)              The breach by the Borrower (other than a breach which constitutes aDefault under another Section of this **Article 7**) of any of theterms or provisions of**Section 6.9**or **6.14** which is notremedied within five (5) days after written notice from the AdministrativeAgent or any Lender.

### (e)               The breach by the Borrower (other than a breach which constitutes aDefault under another Section of this **Article 7**) of any of the terms orprovisions of this Agreement which is not remedied within twenty (20) daysafter written notice from the Administrative Agent or any Lender.

### (f)               Failure of the Borrower or any of its Subsidiaries to pay when due anyMaterial Indebtedness; or the default by the Borrower or any of itsSubsidiaries in the performance of any term, provision or condition containedin any agreement under which any such Material Indebtedness was created or isgoverned, or any other event shall occur or condition exist, the effect ofwhich default or event is to cause, or to permit the holder or holders of suchMaterial Indebtedness to cause, such Material Indebtedness to become due priorto its stated maturity; or any Material Indebtedness of the Borrower or any ofits Subsidiaries shall be declared to be due and payable or required to beprepaid or repurchased (other than by a regularly scheduled payment) prior tothe stated maturity thereof; or the Borrower or any of its Subsidiaries shallnot pay, or admit in writing its inability to pay, its debts generally as theybecome due.

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### (g)              The Borrower or any of its Material Subsidiaries shall (i) have an orderfor relief entered with respect to it under the Federal bankruptcy laws as nowor hereafter in effect, (ii) make an assignment for the benefit of creditors,(iii) apply for, seek, consent to, or acquiesce in, the appointment of areceiver, custodian, trustee, examiner, liquidator or similar official for itor any Substantial Portion of its Property, (iv) institute any proceedingseeking an order for relief under the Federal bankruptcy laws as now orhereafter in effect or seeking to adjudicate it a bankrupt or insolvent, orseeking dissolution, winding up, liquidation, reorganization, arrangement,adjustment or composition of it or its debts under any law relating tobankruptcy, insolvency or reorganization or relief of debtors or fail to filean answer or other pleading denying the material allegations of any suchproceeding filed against it, (v) take any corporate or partnership action toauthorize or effect any of the foregoing actions set forth in this **Section 7(g)**or (vi) fail to contest in good faith any appointment or proceedingdescribed in **Section 7(h)**.

### (h)              Without the application, approval or consent of the Borrower or any ofits Subsidiaries, a receiver, trustee, examiner, liquidator or similar officialshall be appointed for the Borrower or any of its Material Subsidiaries or anySubstantial Portion of its Property, or a proceeding described in **Section 7(g)**shall be instituted against the Borrower or any of its MaterialSubsidiaries and such appointment continues undischarged or such proceedingcontinues undismissed or unstayed for a period of sixty (60) consecutive days.

### (i)                Any court, government or governmental agency shall condemn, seize orotherwise appropriate, or take custody or control of (each, a “Condemnation”),all or any portion of the Property of the Borrower and its Subsidiaries which,when taken together with all other Property of the Borrower and itsSubsidiaries so condemned, seized, appropriated, or taken custody or controlof, during the twelve-month period ending with the month in which any suchaction occurs, constitutes a Substantial Portion; provided that the term“Condemnation” shall not include any voluntary transfer by the Borroweror any of its Subsidiaries of its electronic transmission line facilities, orany interest therein, to a regional independent grid operator.

### (j)                The Borrower or any of its Subsidiaries shall fail within thirty (30)days to pay, bond or otherwise discharge one or more (i) judgments or ordersfor the payment of money in excess of $25,000,000 (or the equivalent thereof incurrencies other than U.S. Dollars) in the aggregate, or (ii) nonmonetaryjudgments or orders which, individually or in the aggregate, could reasonablybe expected to have a Material Adverse Effect, which judgment(s), in any suchcase, is/are not stayed on appeal or otherwise being appropriately contested ingood faith.

### (k)              The Unfunded Liabilities of all Single Employer Plans shall exceed inthe aggregate $75,000,000 or any Reportable Event shall occur in connectionwith any Plan, or the Borrower or any other member of the Controlled Groupshall have been notified by the sponsor of a Multiemployer Plan that it hasincurred withdrawal liability to such Multiemployer Plan in an amount which,when aggregated with all other amounts required to be paid to MultiemployerPlans by the Borrower or any other member of the Controlled Group as withdrawalliability (determined as of the date of such notification), exceeds$25,000,000.

### (l)                The Borrower or any of its Subsidiaries shall (i) be the subject of anyproceeding or investigation pertaining to the release by the Borrower, any ofits Subsidiaries or any other Person of any toxic or hazardous waste orsubstance into the environment, or (ii) violate any Environmental Law, which,in the case of an event described in **clause (i)**or **clause (ii)**,could reasonably be expected to have a Material Adverse Effect.

### (m)            Any Change in Control shall occur.

### (n)              The Parent shall cease to own, free and clear of all Liens, 100% of theoutstanding shares of voting stock of the Borrower.

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# ARTICLE 8ACCELERATION, WAIVERS, AMENDMENTS AND REMEDIES

## 8.1.           Acceleration.

### (a)               If any Default described in**Sections 7(g)** or **7(h)**occurs with respect to the Borrower, the obligations of the Lenders to makeLoans hereunder shall automatically terminate and the Obligations shallimmediately become due and payable without any election or action on the part ofthe Administrative Agent or any Lender.  If any other Default occurs, theRequired Lenders (or the Administrative Agent with the consent of the RequiredLenders) may terminate or suspend the obligations of the Lenders to make Loanshereunder or declare the Obligations to be due and payable, or both, whereuponthe Obligations shall become immediately due and payable, without presentment,demand, protest or notice of any kind, all of which the Borrower herebyexpressly waives.

### (b)              If, within fourteen (14) days after acceleration of the maturity of theObligations or termination of the obligations of the Lenders to make Loanshereunder as a result of any Default (other than any Default as described in **Sections 7(g)**or **7(h)** with respect to the Borrower) and before any judgment or decreefor the payment of the Obligations due shall have been obtained or entered, theRequired Lenders (in their sole discretion) shall so direct, the AdministrativeAgent shall, by notice to the Borrower, rescind and annul such accelerationand/or termination.

## 8.2.           Amendments

.  Neitherthis Agreement or any other Loan Document nor any provision hereof or thereofmay be waived, amended or modified except pursuant to an agreement oragreements in writing entered into by the Borrower and the Required Lenders (orby the Administrative Agent at the direction or with the consent of theRequired Lenders); provided, however, that no such agreementshall:

#### (i)                unless agreed to by each Lender directly affected thereby,(i) reduce or forgive the principal amount of any Loan, reduce the rate ofor forgive any interest thereon (provided that only the consent of theRequired Lenders shall be required to waive the applicability of anypost-default increase in interest rates), or reduce or forgive any feeshereunder, (ii) extend the scheduled date for the payment of any principalof or interest on any Loan (including any scheduled date for the mandatoryreduction or termination of any Commitments), or extend the time of payment ofany fees hereunder, or (iii) increase any Commitment of any suchLender over the amount thereof in effect or extend the maturity thereof;

#### (ii)              unless agreed to by all of the Lenders, (A) modify the definitionof the term “Required Lenders”, or (B) change or waive any provision of **Section11.2**, any other provision of this Agreement or any other Loan Documentrequiring pro rata treatment of any Lenders, or this**Section 8.2**;and

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#### (iii)            unless agreed to by the Administrative Agent, no such agreement shallamend, modify or otherwise affect the rights or duties of the AdministrativeAgent hereunder without the prior written consent of the Administrative Agent.

## 8.3.           Preservation of Rights

.  No delay oromission of the Lenders or the Administrative Agent to exercise any right underthe Loan Documents shall impair such right or be construed to be a waiver ofany Default or an acquiescence therein, and the making of any Loansnotwithstanding the existence of a Default or the inability of the Borrower tosatisfy the conditions precedent to such Loans shall not constitute any waiveror acquiescence.  Any single or partial exercise of any such right shall notpreclude other or further exercise thereof or the exercise of any other right,and no waiver, amendment or other variation of the terms, conditions orprovisions of the Loan Documents whatsoever shall be valid unless in writingsigned by the Lenders required pursuant to **Section 8.2**, and then only tothe extent specifically set forth in such writing.  All remedies contained inthe Loan Documents or by law afforded shall be cumulative and all shall beavailable to the Administrative Agent and the Lenders until the Obligationshave been paid in full.

# ARTICLE 9GENERAL PROVISIONS

## 9.1.           Survival of Representations

.  Allrepresentations and warranties of the Borrower contained in this Agreementshall survive the making of the Loans herein contemplated.

## 9.2.           Governmental Regulation

.  Anythingcontained in this Agreement to the contrary notwithstanding, no Lender shall beobligated to extend credit to the Borrower in violation of any limitation orprohibition provided by any applicable statute or regulation.

## 9.3.           Headings

.  Sectionheadings in the Loan Documents are for convenience of reference only, and shallnot govern the interpretation of any of the provisions of the Loan Documents.

## 9.4.           Entire Agreement

.  The LoanDocuments embody the entire agreement and understanding among the Borrower, theAdministrative Agent and the Lenders and supersede all prior agreements andunderstandings among the Borrower, the Administrative Agent and the Lendersrelating to the subject matter thereof.

## 9.5.           Several Obligations; Benefits of this Agreement

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.  Therespective obligations of the Lenders hereunder are several and not joint andno Lender shall be the partner or agent of any other (except to the extent towhich the Administrative Agent is authorized to act as such).  The failure ofany Lender to perform any of its obligations hereunder shall not relieve anyother Lender from any of its obligations hereunder.  This Agreement shall notbe construed so as to confer any right or benefit upon any Person other thanthe parties to this Agreement and any Person indemnified under **Section 9.6**or any other provision of this Agreement, and their respective successors andassigns, provided that the parties hereto expressly agree that theArranger shall enjoy the benefits of the provisions of **Sections 9.6, 9.10**and**10.11** to the extent specifically set forth therein and shall have theright to enforce such provisions on its own behalf and in its own name to thesame extent as if it were a party to this Agreement.

## 9.6.           Expenses; Indemnification.

### (a)               The Borrower shall reimburse the Administrative Agent and the Arrangerfor any reasonable costs, internal charges and out-of-pocket expenses(including reasonable attorneys’ fees and time charges of attorneys for theAdministrative Agent, which attorneys may be employees of the AdministrativeAgent) paid or incurred by the Administrative Agent or the Arranger inconnection with the preparation, negotiation, execution, delivery, syndication,distribution (including via the internet), review, amendment, modification, andadministration of the Loan Documents.  The Borrower also agrees to reimbursethe Administrative Agent, the Arranger and the Lenders for any reasonablecosts, internal charges and out-of-pocket expenses (including reasonableattorneys’ fees and time charges of attorneys for the Administrative Agent, theArranger and the Lenders, which attorneys may be employees of theAdministrative Agent, the Arranger or a Lender) paid or incurred by the AdministrativeAgent, the Arranger or any Lender in connection with the collection andenforcement of the Loan Documents.  Expenses being reimbursed by the Borrowerunder this Section include reasonable costs and expenses incurred in connectionwith the Reports described in the following sentence.  The Borroweracknowledges that from time to time JPMorgan may prepare and may distribute tothe Lenders (but shall have no obligation or duty to prepare or to distributeto the Lenders) certain audit reports (the “Reports”) pertaining to theBorrower’s assets for internal use by JPMorgan from information furnished to itby or on behalf of the Borrower, after JPMorgan has exercised its rights ofinspection pursuant to this Agreement.

### (b)              The Borrower hereby further agrees to indemnify the AdministrativeAgent, the Arranger, each Lender, their respective Affiliates, and each oftheir partners, directors, officers, employees, agents and advisors (each suchPerson being called an “Indemnitee”) against all losses, claims, damages,penalties, judgments, liabilities and expenses (including all expenses oflitigation or preparation therefor whether or not such Indemnitee is a partythereto) which any of them may pay or incur arising out of or relating to thisAgreement, the other Loan Documents, the transactions contemplated hereby orthe direct or indirect application or proposed application of the proceeds ofany Loans hereunder except to the extent that they are determined in a finalnon-appealable judgment by a court of competent jurisdiction to have resultedfrom the gross negligence or willful misconduct of the party seekingindemnification.

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### (c)               The obligations of the Borrower under this **Section 9.6**shallsurvive the termination of this Agreement.

## 9.7.           Numbers of Documents

.  All statements,notices, closing documents, and requests hereunder shall be furnished to theAdministrative Agent with sufficient counterparts so that the AdministrativeAgent may furnish one to each of the Lenders.

## 9.8.           Accounting

.  Except asprovided to the contrary herein, all accounting terms used herein shall beinterpreted and all accounting determinations hereunder shall be made inaccordance with Agreement Accounting Principles.

## 9.9.           Severability of Provisions

.  Anyprovision in any Loan Document that is held to be inoperative, unenforceable,or invalid in any jurisdiction shall, as to that jurisdiction, be inoperative,unenforceable, or invalid without affecting the remaining provisions in thatjurisdiction or the operation, enforceability, or validity of that provision inany other jurisdiction, and to this end the provisions of all Loan Documentsare declared to be severable.

## 9.10.       Nonliability of Lenders

.  Therelationship between the Borrower on the one hand and the Lenders and theAdministrative Agent on the other hand shall be solely that of borrower andlender.  None of the Administrative Agent, the Arranger or any Lender shallhave any fiduciary responsibilities to the Borrower.  None of theAdministrative Agent, the Arranger or any Lender undertakes any responsibilityto the Borrower to review or inform the Borrower of any matter in connectionwith any phase of the Borrower’s business or operations.  The Borrower agreesthat no Indemnitee shall have liability to the Borrower (whether sounding intort, contract or otherwise) for losses suffered by the Borrower in connectionwith, arising out of, or in any way related to, the transactions contemplatedand the relationship established by the Loan Documents, or any act, omission orevent occurring in connection therewith, unless it is determined in a finalnon-appealable judgment by a court of competent jurisdiction that such lossesresulted from the gross negligence or willful misconduct of the party fromwhich recovery is sought.  No Indemnitee shall have any liability with respectto, and the Borrower hereby waives, releases and agrees not to sue for, (i) anyspecial, indirect, consequential or punitive damages suffered by the Borrowerin connection with, arising out of, or in any way related to the Loan Documentsor the transactions contemplated thereby, and (ii) any damages arising from theuse by unintended recipients of any information or other materials distributedby it through telecommunications, electronic or other information transmissionsystems in connection with this Agreement or the other Loan Documents or thetransactions contemplated hereby or thereby.  The provisions of this **Section9.10** shall survive the termination of this Agreement.

## 9.11.       Confidentiality

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.  Each Lenderagrees to hold any confidential information which it may receive from theBorrower pursuant to this Agreement in confidence, except for disclosure (i) toits Affiliates, directors, officers, employees and agents and to other Lendersand their respective Affiliates, directors, officers, employees and agents (ii)to legal counsel, accountants, and other professional advisors to such Lenderor to a Transferee, (iii) to regulatory officials having jurisdiction over suchLender or any of its Affiliates, (iv) as required by law, regulation, or legal process,(v) as required in connection with any legal proceeding to which such Lender isa party, (vi) to such Lender’s actual or prospective direct or indirectcontractual counterparties in Rate Management Transactions or to legal counsel,accountants and other professional advisors to such counterparties, (vii)permitted by **Section 12.4,**(viii) in connection with the exerciseof rights or remedies hereunder or any action or proceeding relating to thisagreement and (ix) to the extent, and in the manner, consented to by theBorrower.  In the case of any disclosure pursuant to **clause (i), (ii), (vi)**or **(vii)** above, each Person to whom such disclosure is made will beinformed of the confidential nature of such information and instructed to keepsuch information confidential.  In the case of any requested disclosurepursuant to **clause (iv)** or **(v)** above, the applicable Lender willgive prompt notice of the request to the Borrower (unless prohibited by theterms of the applicable law, regulation, subpoena or other legal process orproceeding) so that the Borrower may endeavor to obtain a protective order orother assurance of confidential treatment.  

## 9.12.       Nonreliance

.  Each Lenderhereby represents that it is not relying on or looking to any margin stock (asdefined in Regulation U of the Board of Governors of the Federal ReserveSystem) for the repayment of the Loans provided for herein.

## 9.13.       Disclosure

.  TheBorrower and each Lender hereby acknowledge and agree that JPMorgan and/or itsAffiliates from time to time may hold investments in, make other loans to orhave other relationships with the Borrower and its Affiliates.

## 9.14.       PATRIOT Act Notice

.  Each Lenderthat is subject to the PATRIOT Act and the Administrative Agent (for itself andnot on behalf of any Lender) hereby notifies the Borrower that pursuant to therequirements of the PATRIOT Act, it is required to obtain, verify and recordinformation that identifies the Borrower, which information includes the nameand address of the Borrower and other information that will allow such Lenderor the Administrative Agent, as applicable, to identify the Borrower inaccordance with the PATRIOT Act.  

## 9.15.       Counterparts

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.  ThisAgreement may be executed in any number of counterparts, all of which takentogether shall constitute one agreement, and any of the parties hereto mayexecute this Agreement by signing any such counterpart.  This Agreement shallbe effective when it has been executed by the Borrower, the AdministrativeAgent and the Lenders as of the Closing Date and each party has notified theAdministrative Agent by facsimile transmission or telephone that it has takensuch action; provided that, for the avoidance of doubt, the Commitmentsshall not become effective until all of the conditions set forth in **Section4.1** have been satisfied or waived in accordance with the terms hereof.

# ARTICLE 10THE ADMINISTRATIVE AGENT

## 10.1.       Appointment; Nature of Relationship

.  JPMorgan ishereby appointed by each of the Lenders as its contractual representative(herein referred to as the “Administrative Agent”) hereunder and undereach other Loan Document, and each of the Lenders irrevocably authorizes theAdministrative Agent to act as the contractual representative of such Lenderwith the rights and duties expressly set forth herein and in the other Loan Documents. The Administrative Agent agrees to act as such contractual representative uponthe express conditions contained in this **Article 10**.  Notwithstandingthe use of the defined term “Administrative Agent,” it is expresslyunderstood and agreed that the Administrative Agent shall not have anyfiduciary responsibilities to any Lender by reason of this Agreement or anyother Loan Document and that the Administrative Agent is merely acting as thecontractual representative of the Lenders with only those duties as areexpressly set forth in this Agreement and the other Loan Documents.  In itscapacity as the Lenders’ contractual representative, the Administrative Agent(i) does not hereby assume any fiduciary duties to any of the Lenders, (ii) isa “representative” of the Lenders within the meaning of Section 9-105 of theUniform Commercial Code and (iii) is acting as an independent contractor, therights and duties of which are limited to those expressly set forth in thisAgreement and the other Loan Documents.  Each of the Lenders hereby agrees toassert no claim against the Administrative Agent on any agency theory or anyother theory of liability for breach of fiduciary duty, all of which claimseach Lender hereby waives.

## 10.2.       Powers

.  TheAdministrative Agent shall have and may exercise such powers under the LoanDocuments as are specifically delegated to the Administrative Agent by theterms of each thereof, together with such powers as are reasonably incidentalthereto.  The Administrative Agent shall have no implied duties to the Lenders,or any obligation to the Lenders to take any action thereunder except anyaction specifically provided by the Loan Documents to be taken by theAdministrative Agent.

## 10.3.       General Immunity

.  Neither theAdministrative Agent nor any of its directors, officers, agents or employeesshall be liable to the Borrower, the Lenders or any Lender for any action takenor omitted to be taken by it or them hereunder or under any other Loan Documentor in connection herewith or therewith except to the extent such action orinaction is determined in a final non-appealable judgment by a court ofcompetent jurisdiction to have arisen from the gross negligence or willfulmisconduct of such Person.

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## 10.4.       No Responsibility for Loans, Recitals, etc.

  Neither theAdministrative Agent nor any of its directors, officers, agents or employeesshall be responsible for or have any duty to ascertain, inquire into, or verify(a) any statement, warranty or representation made in connection with any LoanDocument or any borrowing hereunder or the contents of any certificate, reportor other document delivered hereunder or in connection with any Loan Document;(b) the performance or observance of any of the covenants or agreements of anyobligor under any Loan Document, including any agreement by an obligor tofurnish information directly to each Lender; (c) the satisfaction of anycondition specified in **Article 4**, except receipt of items required to bedelivered solely to the Administrative Agent; (d) the existence or possibleexistence of any Default or Unmatured Default; (e) the validity,enforceability, effectiveness, sufficiency or genuineness of any Loan Documentor any other instrument or writing furnished in connection therewith; (f) thevalue, sufficiency, creation, perfection or priority of any Lien in anycollateral security; or (g) the financial condition of the Borrower or anyguarantor of any of the Obligations or of any of the Borrower’s or any suchguarantor’s respective Subsidiaries.  The Administrative Agent shall have noduty to disclose to the Lenders information that is not required to befurnished by the Borrower to the Administrative Agent at such time, but isvoluntarily furnished by the Borrower to the Administrative Agent (either inits capacity as Administrative Agent or in its individual capacity).

## 10.5.       Action on Instructions of Lenders

.  TheAdministrative Agent shall in all cases be fully protected in acting, or inrefraining from acting, hereunder and under any other Loan Document inaccordance with written instructions signed by the Required Lenders (or all ofthe Lenders in the event that and to the extent that this Agreement expresslyrequires such), and such instructions and any action taken or failure to actpursuant thereto shall be binding on all of the Lenders.  The Lenders herebyacknowledge that the Administrative Agent shall be under no duty to take anydiscretionary action permitted to be taken by it pursuant to the provisions ofthis Agreement or any other Loan Document unless it shall be requested inwriting to do so by the Required Lenders (or all of the Lenders in the eventthat and to the extent that this Agreement expressly requires such).  TheAdministrative Agent shall be fully justified in failing or refusing to takeany action hereunder and under any other Loan Document unless it shall first beindemnified to its satisfaction by the Lenders pro rata against any and allliability, cost and expense that it may incur by reason of taking or continuingto take any such action.

## 10.6.       Employment of Administrative Agents and Counsel

.  TheAdministrative Agent may execute any of its duties as Administrative Agenthereunder and under any other Loan Document by or through directors, officers,employees, agents, and attorneys-in-fact and shall not be answerable to theLenders (except as to money or securities received by it or its authorizedagents) for the default or misconduct of any such agents or attorneys-in-factselected by it with reasonable care.  The Administrative Agent shall be entitledto advice of counsel concerning the contractual arrangement between theAdministrative Agent and the Lenders and all matters pertaining to theAdministrative Agent’s duties hereunder and under any other Loan Document.

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## 10.7.       Reliance on Documents; Counsel

.  The Administrative Agent shall be entitled to relyupon any note, notice, consent, certificate, affidavit, letter, telegram,statement, paper or document believed by it to be genuine and correct and tohave been signed or sent by the proper person or persons, and, in respect tolegal matters, upon the opinion of counsel selected by the AdministrativeAgent, which counsel may be employees of the Administrative Agent.  Withoutlimiting the foregoing, the Administrative Agent may consult with legal counsel(who may be counsel for the Borrower), independent accountants and otherexperts selected by it, and shall not be liable for any action taken or nottaken by it in accordance with the advice of any such counsel, accountants orexperts.

## 10.8.       Administrative Agent’s Reimbursement and Indemnification

.  The Lendersagree to reimburse and indemnify the Administrative Agent ratably in proportionto their respective Pro Rata Shares (i) for any amounts not reimbursed by theBorrower for which the Administrative Agent is entitled to reimbursement by theBorrower under the Loan Documents, (ii) for any other expenses incurred by theAdministrative Agent on behalf of the Lenders, in connection with thepreparation, execution, delivery, administration and enforcement of the Loan Documents(including for any expenses incurred by the Administrative Agent in connectionwith any dispute between the Administrative Agent and any Lender or between twoor more of the Lenders) and (iii) for any liabilities, obligations, losses,damages, penalties, actions, judgments, suits, costs, expenses or disbursementsof any kind and nature whatsoever which may be imposed on, incurred by orasserted against the Administrative Agent in any way relating to or arising outof the Loan Documents or any other document delivered in connection therewithor the transactions contemplated thereby (including for any such amountsincurred by or asserted against the Administrative Agent in connection with anydispute between the Administrative Agent and any Lender or between two or moreof the Lenders), or the enforcement of any of the terms of the Loan Documentsor of any such other documents, provided that (x) no Lender shall beliable for any of the foregoing to the extent any of the foregoing is found ina final non-appealable judgment by a court of competent jurisdiction to haveresulted from the gross negligence or willful misconduct of the AdministrativeAgent and (y) any indemnification required pursuant to **Section 3.5(g)**shall, notwithstanding the provisions of this **Section 10.8**, be paid bythe relevant Lender in accordance with the provisions thereof.  The obligationsof the Lenders under this**Section 10.8** shall survive payment of theObligations and termination of this Agreement.

## 10.9.       Notice of Default

.  The AdministrativeAgent shall not be deemed to have knowledge or notice of the occurrence of anyDefault or Unmatured Default hereunder unless the Administrative Agent hasreceived written notice from a Lender or the Borrower referring to thisAgreement, describing such Default or Unmatured Default and stating that suchnotice is a “notice of default”.  In the event that the Administrative Agentreceives such a notice, the Administrative Agent shall give prompt noticethereof to the Lenders.

## 10.10.    Rights as aLender

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.  In theevent the Administrative Agent is a Lender, the Administrative Agent shall havethe same rights and powers hereunder and under any other Loan Document withrespect to its Commitment and its Loans as any Lender and may exercise the sameas though it were not the Administrative Agent, and the term “Lender” or“Lenders” shall, at any time when the Administrative Agent is a Lender,unless the context otherwise indicates, include the Administrative Agent in itsindividual capacity.  The Administrative Agent and its Affiliates may acceptdeposits from, lend money to, and generally engage in any kind of trust, debt,equity or other transaction, in addition to those contemplated by thisAgreement or any other Loan Document, with the Borrower or any of its Subsidiariesin which the Borrower or such Subsidiary is not restricted hereby from engagingwith any other Person.  The Administrative Agent, in its individual capacity,is not obligated to remain a Lender.

## 10.11.    Lender CreditDecision

.  Each Lenderacknowledges that it has, independently and without reliance upon theAdministrative Agent, the Arranger or any other Lender and based on thefinancial statements prepared by the Borrower and such other documents andinformation as it has deemed appropriate, made its own credit analysis anddecision to enter into this Agreement and the other Loan Documents.  EachLender also acknowledges that it will, independently and without reliance uponthe Administrative Agent, the Arranger or any other Lender and based on suchdocuments and information as it shall deem appropriate at the time, continue tomake its own credit decisions in taking or not taking action under thisAgreement and the other Loan Documents.

## 10.12.    SuccessorAdministrative Agent

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.  The Administrative Agent may resign at any time by givingwritten notice thereof to the Lenders and the Borrower, such resignation to beeffective upon the appointment of a successor Administrative Agent or, if nosuccessor Administrative Agent has been appointed, forty-five (45) days after theretiring Administrative Agent gives notice of its intention to resign.  Uponany such resignation, the Required Lenders shall have the right to appoint, onbehalf of the Borrower and the Lenders, a successor Administrative Agent.  Ifno successor Administrative Agent shall have been so appointed by the RequiredLenders within thirty (30) days after the resigning Administrative Agent’sgiving notice of its intention to resign, then the resigning AdministrativeAgent may appoint, on behalf of the Borrower and the Lenders, a successorAdministrative Agent.  Notwithstanding the previous sentence, theAdministrative Agent may at any time without the consent of the Borrower or anyLender, appoint any of its Affiliates, which is a commercial bank as a successorAdministrative Agent hereunder.  If the Administrative Agent has resigned andno successor Administrative Agent has been appointed, the Lenders may performall the duties of the Administrative Agent hereunder and the Borrower shallmake all payments in respect of the Obligations to the applicable Lender andfor all other purposes shall deal directly with the Lenders.  No successorAdministrative Agent shall be deemed to be appointed hereunder until suchsuccessor Administrative Agent has accepted the appointment.  Any suchsuccessor Administrative Agent shall be a commercial bank having capital andretained earnings of at least $100,000,000.  Upon the acceptance of anyappointment as Administrative Agent hereunder by a successor AdministrativeAgent, such successor Administrative Agent shall thereupon succeed to andbecome vested with all the rights, powers, privileges and duties of theresigning Administrative Agent.  Upon the effectiveness of the resignation ofthe Administrative Agent, the resigning Administrative Agent shall bedischarged from its duties and obligations hereunder and under the LoanDocuments.  After the effectiveness of the resignation of an AdministrativeAgent, the provisions of this **Article 10**shall continue in effectfor the benefit of such Administrative Agent in respect of any actions taken oromitted to be taken by it while it was acting as the Administrative Agenthereunder and under the other Loan Documents.  In the event that there is asuccessor to the Administrative Agent by merger, or the Administrative Agentassigns its duties and obligations to an Affiliate pursuant to this **Section10.12**, then the term “Prime Rate” as used in this Agreement shallmean the prime rate, base rate or other analogous rate of the newAdministrative Agent.

 

## 10.13.    AdministrativeAgent and Arranger Fees

.  TheBorrower agrees to pay to the Administrative Agent and the Arranger, for theiraccounts, the fees agreed to by the Borrower, the Administrative Agent and/orthe Arranger pursuant to the Fee Letter.

## 10.14.    Delegation toAffiliates

.  TheBorrower and the Lenders agree that the Administrative Agent may delegate anyof its duties under this Agreement to any of its Affiliates.  Any suchAffiliate (and such Affiliate’s directors, officers, agents and employees) whichperforms duties in connection with this Agreement shall be entitled to the samebenefits of the indemnification, waiver and other protective provisions towhich the Administrative Agent is entitled under **Article 9** and **Article10**.

## 10.15.    Other Agents

.  No Lendernow or hereafter identified on the cover page, the signature pages or otherwisein this Agreement, or in any document related hereto, as being the “SyndicationAgent” or a “Documentation Agent” shall have any right, power, obligation,liability, responsibility or duty under this Agreement in such capacity otherthan those applicable to all Lenders.  Each Lender acknowledges that it has notrelied, and will not rely, on any Person so identified in deciding to enterinto this Agreement or in taking or refraining from taking any action hereunderor pursuant hereto.

# ARTICLE 11SETOFF; RATABLE PAYMENTS

## 11.1.       Setoff

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.  In additionto, and without limitation of, any rights (including other rights of setoff) ofthe Lenders under applicable law, if the Borrower becomes insolvent, howeverevidenced, or any Default occurs, any and all deposits (including all accountbalances, whether provisional or final and whether or not collected oravailable) and any other Indebtedness at any time held or owing by any Lenderor any of its respective Affiliates to or for the credit or account of theBorrower may be offset and applied toward the payment of the Obligations owingto such Lender or any such Affiliate whether or not the Obligations, or anypart thereof, shall then be due.  Each Lender agrees to notify the Borrower andthe Administrative Agent in writing promptly after any such setoff andapplication; provided that the failure to give such notice shall notaffect the validity of such setoff and application.

## 11.2.       Ratable Payments

.  If any Lender,whether by setoff or otherwise, has payment made to it upon its OutstandingCredit Exposure (other than payments received pursuant to **Sections 3.1,3.2, 3.4** or **3.5**) in a greater proportion than that received by anyother Lender, such Lender agrees, promptly upon demand, to purchase a portionof the Aggregate Outstanding Credit Exposure held by the other Lenders so thatafter such purchase each Lender will hold its Pro Rata Share of the AggregateOutstanding Credit Exposure.  If any Lender, whether in connection with setoffor amounts which might be subject to setoff or otherwise, receives collateralor other protection for its Obligations or such amounts which may be subject tosetoff, such Lender agrees, promptly upon demand, to take such action necessarysuch that all Lenders share in the benefits of such collateral ratably inproportion to their respective Pro Rata Share of the Aggregate OutstandingCredit Exposure.  In case any such payment is disturbed by legal process, orotherwise, appropriate further adjustments shall be made.  If an amount to besetoff is to be applied to Indebtedness of the Borrower to a Lender other thanIndebtedness comprised of the Outstanding Credit Exposure of such Lender, suchamount shall be applied ratably to such other Indebtedness and to theIndebtedness comprised of such Outstanding Credit Exposure.

# ARTICLE 12BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS

## 12.1.       Successors and Assigns

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.  The termsand provisions of the Loan Documents shall be binding upon and inure to thebenefit of the Borrower and the Lenders and their respective successors andassigns, except that (i) the Borrower shall not have the right to assign itsrights or obligations under the Loan Documents without the written consent ofeach Lender, (ii) any assignment by any Lender must be made in compliance with **Section 12.3**and (iii) any participation by any Lender must be made in compliance with **Section 12.2**.The parties to this Agreement acknowledge that clause (ii) of the foregoingsentence relates only to absolute assignments and does not prohibit assignmentscreating security interests, including (x) any pledge or assignment by anyLender of all or any portion of its rights under this Agreement and any Note toa Federal Reserve Bank or (y) in the case of a Lender which is a fund, anypledge or assignment of all or any portion of its rights under this Agreementand any Note to its trustee in support of its obligations to its trustee; providedthat no such pledge or assignment creating a security interest shall releasethe transferor Lender from its obligations hereunder unless and until theparties thereto have complied with the provisions of **Section 12.3**. The Administrative Agent may treat the Person which made any Loan or whichholds any Note as the owner thereof for all purposes hereof unless and untilsuch Person complies with **Section 12.3**; provided that theAdministrative Agent may in its discretion (but shall not be required to)follow instructions from the Person which made any Loan or which holds any Noteto direct payments relating to such Loan or Note to another Person.  Anyassignee of the rights to any Loan or any Note agrees by acceptance of suchassignment to be bound by all the terms and provisions of the Loan Documents. Any request, authority or consent of any Person, who at the time of making suchrequest or giving such authority or consent is the owner of the rights to anyLoan (whether or not a Note has been issued in evidence thereof), shall beconclusive and binding on any subsequent holder or assignee of the rights tosuch Loan.

## 12.2.       Participations.

### (a)               Permitted Participants; Effect.  Any Lender may, in the ordinarycourse of its business and in accordance with applicable law, at any time sellto one or more banks or other entities (“Participants”) participatinginterests in any Outstanding Credit Exposure of such Lender, any Note held bysuch Lender, any Commitment of such Lender or any other interest of such Lenderunder the Loan Documents.  In the event of any such sale by a Lender ofparticipating interests to a Participant, such Lender’s obligations under theLoan Documents shall remain unchanged, such Lender shall remain solelyresponsible to the other parties hereto for the performance of suchobligations, such Lender shall remain the owner of its Outstanding CreditExposure and the holder of any Note issued to it in evidence thereof for allpurposes under the Loan Documents, all amounts payable by the Borrower underthis Agreement shall be determined as if such Lender had not sold suchparticipating interests, and the Borrower and the Administrative Agent shallcontinue to deal solely and directly with such Lender in connection with suchLender’s rights and obligations under the Loan Documents.

### (b)              Voting Rights.  Each Lender shall retain the sole right toapprove, without the consent of any Participant, any amendment, modification orwaiver of any provision of the Loan Documents other than any amendment,modification or waiver with respect to any Loans or Commitment in which suchParticipant has an interest which forgives principal, interest or fees orreduces the interest rate or fees payable with respect to any such Loan orCommitment, extends the Facility Termination Date, postpones any date fixed forany regularly-scheduled payment of principal of, or interest or fees on, anysuch Loan or Commitment, releases any guarantor of any such Loan or releasesall or substantially all of the collateral, if any, securing any such Loan.

### (c)               Benefit of Setoff.  The Borrower agrees that each Participantshall be deemed to have the right of setoff provided in**Section 11.1**in respect of its participating interest in amounts owing under the LoanDocuments to the same extent as if the amount of its participating interestwere owing directly to it as a Lender under the Loan Documents, providedthat each Lender shall retain the right of setoff provided in **Section 11.1**with respect to the amount of participating interests sold to eachParticipant.  The Lenders agree to share with each Participant, and eachParticipant, by exercising the right of setoff provided in **Section 11.1**,agrees to share with each Lender, any amount received pursuant to the exerciseof its right of setoff, such amounts to be shared in accordance with **Section 11.2**as if each Participant were a Lender.

## 12.3.       Assignments.

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### (a)               Permitted Assignments.  Any Lender may, in the ordinary course ofits business and in accordance with applicable law, at any time assign to oneor more banks or other entities (“Purchasers”) all or any part of itsrights and obligations under the Loan Documents.  Such assignment shall besubstantially in the form of **Exhibit C** or in such other form as maybe agreed to by the parties thereto.  The consent of the Borrower and theAdministrative Agent shall be required prior to an assignment becoming effectivewith respect to a Purchaser which is not a Lender or an Affiliate thereof or anApproved Fund; provided that if a Default has occurred and iscontinuing, the consent of the Borrower shall not be required.  Such consentshall not be unreasonably withheld or delayed.  Each such assignment withrespect to a Purchaser which is not a Lender or an Affiliate thereof or anApproved Fund shall (unless each of the Borrower (so long as no Default hasoccurred and is continuing) and the Administrative Agent otherwise consents) bein an amount not less than the lesser of (i) $10,000,000 or (ii) the remainingamount of the assigning Lender’s Commitment (calculated as at the date of suchassignment) or Outstanding Credit Exposure (if the applicable Commitment has beenterminated).

### (b)              Effect; Effective Date.  Upon (i) delivery to the AdministrativeAgent of an assignment, together with any consents required by **Section 12.3(a)**,and (ii) payment of a $3,500 fee to the Administrative Agent for processingsuch assignment (unless such fee is waived by the Administrative Agent in itssole discretion), such assignment shall become effective on the effective datespecified in such assignment.  The assignment shall contain a representation bythe Purchaser to the effect that none of the consideration used to make thepurchase of the Commitment and Outstanding Credit Exposure under the applicableassignment agreement constitutes “plan assets” as defined under ERISA and thatthe rights and interests of the Purchaser in and under the Loan Documents willnot be “plan assets” under ERISA.  On and after the effective date of suchassignment, such Purchaser shall for all purposes be a Lender party to thisAgreement and any other Loan Document executed by or on behalf of the Lendersand shall have all the rights and obligations of a Lender under the LoanDocuments, to the same extent as if it were an original party hereto, and nofurther consent or action by the Borrower, the Lenders or the AdministrativeAgent shall be required to release the transferor Lender with respect to thepercentage of the Aggregate Commitment and Outstanding Credit Exposure assignedto such Purchaser; provided, however, that for the avoidance ofdoubt, the transferor Lender shall continue to be entitled to the benefits ofthose provisions of this Agreement and the other Loan Documents which survivepayment of the Obligations and termination of the Loan Documents.  Upon theconsummation of any assignment to a Purchaser pursuant to this **Section 12.3(a)**,the transferor Lender, the Administrative Agent and the Borrower shall, if thetransferor Lender or the Purchaser desires that its Loans be evidenced byNotes, make appropriate arrangements so that new Notes or, as appropriate,replacement Notes are issued to such transferor Lender and new Notes or, asappropriate, replacement Notes, are issued to such Purchaser, in each case inprincipal amounts reflecting their respective Commitments (or, if theCommitments have terminated, their respective Outstanding Credit Exposure), asadjusted pursuant to such assignment.

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### (c)               Register.  The Administrative Agent, acting solely for thispurpose as an agent of the Borrower, shall maintain at its office in referredto in **Schedule 13.1** a copy of each assignment agreement deliveredto it and a register for the recordation of the names and addresses of theLenders, and the Commitments of, and Outstanding Credit Exposure owing to, eachLender pursuant to the terms hereof from time to time (the “Register”).The entries in the Register shall be conclusive, and the Borrower, theAdministrative Agent and the Lenders may treat each Person whose name isrecorded in the Register pursuant to the terms hereof as a Lender hereunder forall purposes of this Agreement, notwithstanding notice to the contrary. TheRegister shall be available for inspection by the Borrower and any Lender atany reasonable time and from time to time upon reasonable prior notice.

## 12.4.       Dissemination of Information

.  TheBorrower authorizes each Lender to disclose to any Participant or Purchaser orany other Person acquiring an interest in the Loan Documents by operation oflaw (each a “Transferee”) and any prospective Transferee any and allinformation in such Lender’s possession concerning the creditworthiness of theBorrower and its Subsidiaries, including any information contained in anyReports; provided that each Transferee and prospective Transferee agreesto be bound by **Section 9.11** of this Agreement.

## 12.5.       Tax Treatment

.  If anyinterest in any Loan Document is transferred to any Transferee, which isorganized under the laws of any jurisdiction other than the United States orany State thereof, the transferor Lender shall cause such Transferee,concurrently with the effectiveness of such transfer, to comply with theprovisions of **Sections 3.5(d)**and**3.5(e)**and such Transfereeshall not be entitled to any additional payments under **Section 3.5**, (i)unless, and only to the extent, that the transferor Lender was entitled toamounts under **Section 3.5**, or (ii) in the event that payments to theTransferee were not subject to any withholding at the time of transfer andbecame subject to withholding as a result of a Change In Law.

# ARTICLE 13NOTICES

## 13.1.       Notices.

### (a)               Except as otherwise permitted by**Section 2.13** with respectto borrowing notices, all notices, requests and other communications to anyparty hereunder shall be in writing (including electronic transmission,facsimile transmission or similar writing) and shall be given to such party:(x) in the case of the Borrower or the Administrative Agent, at its address orfacsimile number set forth on**Schedule 13.1**, (y) in the case of anyLender, at its address or facsimile number set forth in its AdministrativeQuestionnaire or (z) in the case of any party, at such other address orfacsimile number as such party may hereafter specify for the purpose by noticeto the Administrative Agent and the Borrower in accordance with the provisionsof this **Section 13.1**.  Each such notice, request or othercommunication shall be effective (i) if given by facsimile transmission, whentransmitted to the facsimile number specified in this Section and confirmationof receipt is received, (ii) if given by mail, 72 hours after suchcommunication is deposited in the mails with first class postage prepaid,addressed as aforesaid, or (iii) if given by any other means, when delivered atthe address specified in this Section; provided that notices to theAdministrative Agent under **Article 2** shall not be effective untilreceived.  Notices delivered through electronic communications to the extentprovided in **subsection (b)** below, shall be effective as provided in such**subsection (b)**.

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### (b)              Notices and other communications to the Lenders hereunder may bedelivered or furnished by electronic communication (including e-mail andinternet or intranet websites) pursuant to procedures approved by theAdministrative Agent or as otherwise determined by the Administrative Agent, providedthat the foregoing shall not apply to notices to any Lender pursuant to **Article2** if such Lender has notified the Administrative Agent that it is incapableof receiving notices under such Section by electronic communication.  TheAdministrative Agent or the Borrower may, in its respective discretion, agreeto accept notices and other communications to it hereunder by electroniccommunications pursuant to procedures approved by it or as it otherwisedetermines, provided that such determination or approval may be limitedto particular notices or communications.  Unless the Administrative Agentotherwise prescribes, (i) notices and other communications sent to an e-mailaddress shall be deemed received upon the sender’s receipt of anacknowledgement from the intended recipient (such as by the “return receiptrequested” function, as available, return e-mail or other written acknowledgement),provided that if such notice or other communication is not given duringthe normal business hours of the recipient, such notice or communication shallbe deemed to have been given at the opening of business on the next BusinessDay for the recipient, and (ii) notices or communications posted to an internetor intranet website shall be deemed received upon the deemed receipt by theintended recipient at its e-mail address as described in the foregoing clause(i) of notification that such notice or communication is available andidentifying the website address therefor.

## 13.2.       Change of Address

.  TheBorrower, the Administrative Agent and any Lender may each change the addressfor service of notice upon it by a notice in writing to the other partieshereto.

# ARTICLE 14CHOICE OF LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL

## 14.1.       CHOICE OF LAW

.  THISAGREEMENT AND THE OTHER LOAN DOCUMENTS SHALL (EXCEPT AS MAY BE EXPRESSLYOTHERWISE PROVIDED IN ANY LOAN DOCUMENT) BE GOVERNED BY, AND CONSTRUED INACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK (INCLUDING SECTIONS 5-1401AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW, BUT EXCLUDING ALL OTHERCHOICE OF LAW AND CONFLICTS OF LAW RULES).

## 14.2.       CONSENT TO JURISDICTION

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.  THEBORROWER HEREBY IRREVOCABLY SUBMITS TO THE NONEXCLUSIVE JURISDICTION OF THECOURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITEDSTATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATECOURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATINGTO ANY LOAN DOCUMENTS AND THE BORROWER HEREBY IRREVOCABLY AGREES THAT ALLCLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED INANY SUCH COURT AND IRREVOCABLY WAIVES ANY OBJECTION IT MAY NOW OR HEREAFTERHAVE AS TO THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH ACOURT OR THAT SUCH COURT IS AN INCONVENIENT FORUM.  NOTHING HEREIN SHALL LIMITTHE RIGHT OF THE ADMINISTRATIVE AGENT OR ANY LENDER TO BRING PROCEEDINGSAGAINST THE BORROWER IN THE COURTS OF ANY OTHER JURISDICTION.  ANY JUDICIALPROCEEDING BY THE BORROWER AGAINST THE ADMINISTRATIVE AGENT OR ANY LENDER ORANY AFFILIATE OF THE ADMINISTRATIVE AGENT OR ANY LENDER INVOLVING, DIRECTLY ORINDIRECTLY, ANY MATTER IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITHANY LOAN DOCUMENT SHALL BE BROUGHT ONLY IN A COURT IN NEW YORK, NEW  YORK.

## 14.3.       WAIVER OF JURY TRIAL

.  THEBORROWER, THE ADMINISTRATIVE AGENT AND EACH LENDER HEREBY WAIVE TRIAL BY JURYIN ANY JUDICIAL PROCEEDING INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER(WHETHER SOUNDING IN TORT, CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT OF,RELATED TO, OR CONNECTED WITH ANY LOAN DOCUMENT OR THE RELATIONSHIP ESTABLISHEDTHEREUNDER.

 **[**SignaturesFollow**]**

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IN WITNESSWHEREOF, the Borrower, the Lenders and the Administrative Agent have executedthis Agreement as of the date first above written.

**IDAHO POWER COMPANY**, as the Borrower

By:      /s/Darrel T. Anderson                                    

Name:  Darrel T.Anderson

Title:    Sr. Vice President -Administrative Services and Chief Financial Officer

Idaho Power Company Term Loan Credit Agreement

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**JPMORGAN CHASE BANK, N.A.**, as Administrative Agentand as a Lender

** **

By:      /s/Jennifer Fitzgerald                                     

Name:  JenniferFitzgerald

Title:    Associate

Idaho Power Company Term Loan Credit Agreement

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**BANK OF AMERICA, N.A.**, as a Lender

** **

By:      /s/James J. Teichman                                      

Name:  James J.Teichman

Title:    Senior Vice President

Idaho Power Company Term Loan Credit Agreement

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**UNION BANK, N.A.**, as a Lender

By:      /s/Jesus Serrano                                              

Name:  JesusSerrano

Title:    Vice President

Idaho Power Company Term Loan Credit Agreement

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**WACHOVIA BANK, NATIONAL ASSOCIATION**, as a Lender

By:      /s/Henry R. Biedrzycki                                  

Name:  Henry R.Biedrzycki

Title:    Director

Idaho Power Company Term Loan Credit Agreement

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**SCHEDULEI**

**COMMITMENTS**

 

| **Lender**                          | **Commitment**   |
|-------------------------------------|------------------|
| JPMorgan Chase Bank, N.A.           | $ 42,500,000     |
| Bank of America, N.A.               | $ 42,500,000     |
| Union Bank, N.A.                    | $ 42,500,000     |
| Wachovia Bank, National Association | $ 42,500,000     |
| **TOTAL**                           | **$170,000,000** |

 

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**SCHEDULE5.8**

**SUBSIDIARIESAND OTHER INVESTMENTS**

**(Asof December 31, 2008)**

[IntentionallyOmitted]

 

Schedule 5.8

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**SCHEDULE5.12**

**MATERIALAGREEMENTS**

None.

Schedule 5.12

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**SCHEDULE5.14**

**INDEBTEDNESSAND LIENS**

Following is a list of existing liens of the Borrower andSubsidiaries:

**Borrower:**

Indebtedness Owed To: Bondholders pursuant to that certainMortgage and Deed of Trust, dated as of October 1, 1937 between Borrower andDeutsche Bank Trust Company Americas (formerly Bankers Trust Company) and R.G.Page (Stanley Burg, successor individual trustee), as Trustee, as supplementedand amended.

Property Encumbered: All existing and after-acquired real andpersonal property of Borrower.

Amount of Indebtedness: The aggregate principal amount of IdahoPower Company First Mortgage Bonds outstanding as of December 31, 2008 was$1.231 billion. The amount of First Mortgage Bonds issuable by Borrower islimited to a maximum of $1.5 billion, but subject to increase at any time andmay be further limited by property, earnings and other provisions of theMortgage.

Schedule 5.14

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**SCHEDULE13.1**

**NOTICEADDRESSES**

**Address for notices for Borrower:**

Idaho Power Company

1221 West Idaho Street

P.O. Box 70

Boise, Idaho 83707

Attention:  Steven R. Keen, VicePresident and Treasurer

Telephone: 208-388-2600

Fax: 208-388-2879

Email:skeen@idahopower.com

**Address for notices asAdministrative Agent:**

JPMorgan Chase Bank, N.A. 

10 South Dearborn St., Floor 07 

Chicago, Illinois  60603 

Attention: Walter Jones 

Telephone: 312-732-5078 

Fax: 312-385-7096 

Email: walter.h.jones@chase.com 

        

**Address for notices for Credit Contact:**

JPMorgan Chase Bank, N.A. 

10 South Dearborn St., Floor 09 

Chicago, Illinois  60603 

Attention: Jennifer Fitzgerald 

Telephone: 312-732-1754 

Fax: 312-732-1762 

Email:  jennifer.e.fitzgerald@jpmorgan.com 

 

Schedule 13.1

 

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** **

**EXHIBITS A-E**

** **

[IntentionallyOmitted]

Schedule 13.1

 

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