**Exhibit 10.42*Execution Version***

SyndicatedCUSIP NO. 45139CAC6

 

 

 

 

AMENDED AND RESTATED

CREDIT AGREEMENT

 

among

 

IDAHO POWER COMPANY,

as Borrower,

 

THE LENDERS NAMEDHEREIN,

 

Wachovia Bank, National Association,

as AdministrativeAgent, Swingline Lender and LC Issuer

 

JPMORGAN CHASE BANK,N.A.,

as Syndication Agent,

 

and

 

KEYBANK NATIONALASSOCIATION

and

US BANK NATIONALASSOCIATION

and

BANK OF AMERICA, N.A.

as DocumentationAgents

 

 

$300,000,000 SeniorCredit Facilities

 

 

WACHOVIA CAPITALMARKETS, LLC****

and

J.P. MORGANSECURITIES INC.

as

Joint Lead Arrangersand Joint Book Runners

 

 

Dated as of April 25,2007

 

 

 

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**TABLEOF CONTENTS**

Page

ARTICLE 1

DEFINITIONS

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

1.2...... Other Interpretive Provisions............................................................................................. 15

ARTICLE 2

THE CREDITS

2.1...... Commitments..................................................................................................................... 15

2.2...... Required Payments; Termination....................................................................................... 16

2.3...... Types of Advances; Minimum Amount of Each Advance............................................... 16

2.4...... Fees.................................................................................................................................... 16

2.5...... Reduction or Termination of Aggregate Commitment...................................................... 17

2.6...... Optional Principal Payments.............................................................................................. 17

2.7...... Requesting Advances........................................................................................................ 18

2.8...... Conversion and Continuation of Outstanding Advances................................................. 20

2.9...... Changes in Interest Rate, etc............................................................................................. 20

2.10.... Rates Applicable After Default......................................................................................... 21

2.11.... Method of Payment........................................................................................................... 21

2.12.... Noteless Agreement; Evidence of Indebtedness............................................................... 21

2.13.... Telephonic Notices............................................................................................................ 22

2.14.... Interest Payment Dates; Interest and Fee Basis................................................................ 22

2.15.... Notification of Advances, Interest Rates, Prepaymentsand Commitment Reductions... 23

2.16.... Lending Installations......................................................................................................... 23

2.17.... Non-Receipt of Funds by the Administrative Agent........................................................ 24

2.18.... Facility LCs....................................................................................................................... 24

2.19.... Replacement of Lender..................................................................................................... 28

2.20.... Increase in Commitments.................................................................................................. 29

2.21.... Extension of Facility Termination Date............................................................................. 30

ARTICLE 3

YIELD PROTECTION; TAXES

3.1...... Yield Protection................................................................................................................. 31

3.2...... Changes in Capital Adequacy Regulations....................................................................... 32

3.3...... Availability of Types of Advances.................................................................................... 33

3.4...... Funding Indemnification................................................................................................... 33

3.5...... Taxes.................................................................................................................................. 33

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3.6...... Alternate Lending Installation; Lender Statements;Survival of Indemnity..................... 36

ARTICLE 4

CONDITIONS PRECEDENT

4.1...... Initial Credit Extension..................................................................................................... 37

4.2...... Each Credit Extension....................................................................................................... 37

ARTICLE 5

REPRESENTATIONS ANDWARRANTIES

5.1...... Existence and Standing..................................................................................................... 38

5.2...... Authorization and Validity................................................................................................ 38

5.3...... No Conflict; Government Consent.................................................................................... 38

5.4...... Financial Statements.......................................................................................................... 39

5.5...... Material Adverse Change.................................................................................................. 39

5.6...... Taxes.................................................................................................................................. 39

5.7...... Litigation and Contingent Obligations.............................................................................. 40

5.8...... Subsidiaries........................................................................................................................ 40

5.9...... ERISA............................................................................................................................... 40

5.10.... Accuracy of Information................................................................................................... 40

5.11.... Regulation U...................................................................................................................... 40

5.12.... Material Agreements.......................................................................................................... 40

5.13.... Compliance With Laws..................................................................................................... 41

5.14.... Ownership of Properties.................................................................................................... 41

5.15.... Plan Assets; Prohibited Transactions................................................................................. 41

5.16.... Environmental Matters...................................................................................................... 41

5.17.... Investment Company Act.................................................................................................. 41

5.18.... OFAC; PATRIOT Act...................................................................................................... 42

ARTICLE 6

COVENANTS

6.1...... Financial Reporting............................................................................................................ 42

6.2...... Use of Proceeds................................................................................................................. 43

6.3...... Notice of Default, etc........................................................................................................ 44

6.4...... Conduct of Business.......................................................................................................... 44

6.5...... Taxes.................................................................................................................................. 44

6.6...... Insurance............................................................................................................................ 44

6.7...... Compliance with Laws...................................................................................................... 44

6.8...... Maintenance of Properties................................................................................................. 44

6.9...... Inspection.......................................................................................................................... 45

6.10.... Merger and Sale of Assets................................................................................................. 45

6.11.... Liens.................................................................................................................................. 45

6.12.... Leverage Ratio................................................................................................................... 47

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6.13.... Investments and Acquisitions............................................................................................ 47

6.14.... Subsidiary Dividend Restrictions...................................................................................... 47

6.15.... Affiliates............................................................................................................................ 48

6.16.... OFAC, PATRIOT Act Compliance.................................................................................. 48

ARTICLE 7

DEFAULTS

ARTICLE 8

ACCELERATION, WAIVERS,AMENDMENTS AND REMEDIES

8.1...... Acceleration; Facility LC Collateral Account................................................................... 50

8.2...... Amendments...................................................................................................................... 51

8.3...... Preservation of Rights....................................................................................................... 52

ARTICLE 9

GENERAL PROVISIONS

9.1...... Survival of Representations............................................................................................... 52

9.2...... Governmental Regulation.................................................................................................. 52

9.3...... Headings............................................................................................................................ 53

9.4...... Entire Agreement............................................................................................................... 53

9.5...... Several Obligations; Benefits of this Agreement.............................................................. 53

9.6...... Expenses; Indemnification................................................................................................ 53

9.7...... Numbers of Documents..................................................................................................... 54

9.8...... Accounting........................................................................................................................ 54

9.9...... Severability of Provisions.................................................................................................. 54

9.10.... Nonliability of Lenders...................................................................................................... 54

9.11.... Confidentiality................................................................................................................... 55

9.12.... Nonreliance........................................................................................................................ 55

9.13.... Disclosure.......................................................................................................................... 55

9.14.... PATRIOT Act Notice....................................................................................................... 56

9.15.... Counterparts...................................................................................................................... 56

ARTICLE 10

THE ADMINISTRATIVEAGENT

10.1.... Appointment; Nature of Relationship............................................................................... 56

10.2.... Powers............................................................................................................................... 57

10.3.... General Immunity.............................................................................................................. 57

10.4.... No Responsibility for Loans, Recitals, etc........................................................................ 57

10.5.... Action on Instructions of Lenders..................................................................................... 57

10.6.... Employment of Administrative Agents and Counsel........................................................ 58

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10.7.... Reliance on Documents; Counsel...................................................................................... 58

10.8.... Administrative Agent’s Reimbursement andIndemnification.......................................... 58

10.9.... Notice of Default............................................................................................................... 59

10.10.. Rights as a Lender............................................................................................................. 59

10.11.. Lender Credit Decision..................................................................................................... 59

10.12.. Successor Administrative Agent....................................................................................... 59

10.13.. Administrative Agent and Joint Lead Arranger Fees........................................................ 60

10.14.. Delegation to Affiliates..................................................................................................... 60

10.15.. Other Agents..................................................................................................................... 60

10.16.. LC Issuer and Swingline Lender....................................................................................... 61

ARTICLE 11

SETOFF; RATABLEPAYMENTS

11.1.... Setoff................................................................................................................................. 61

11.2.... Ratable Payments.............................................................................................................. 61

ARTICLE 12

BENEFIT OF AGREEMENT;ASSIGNMENTS; PARTICIPATIONS

12.1.... Successors and Assigns..................................................................................................... 62

12.2.... Participations..................................................................................................................... 62

12.3.... Assignments....................................................................................................................... 63

12.4.... Dissemination of Information............................................................................................ 64

12.5.... Tax Treatment.................................................................................................................... 64

ARTICLE 13

NOTICES

13.1.... Notices............................................................................................................................... 65

13.2.... Change of Address............................................................................................................ 65

ARTICLE 14

CHOICE OF LAW; CONSENTTO JURISDICTION; WAIVER OF JURY TRIAL

14.1.... CHOICE OF LAW........................................................................................................... 66

14.2.... CONSENT TO JURISDICTION..................................................................................... 66

14.3.... WAIVER OF JURY TRIAL............................................................................................ 66

 

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Schedule I             Pricing Schedule

Schedule II            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          Form of Opinion

EXHIBIT B          Form of Compliance Certificate

EXHIBIT C          Formof Assignment Agreement

EXHIBIT D          Formof Loan/Credit Related Money Transfer Instructions

EXHIBIT E-1       Formof Revolving Note

EXHIBIT E-2       Formof Swingline Note

EXHIBIT F           Formof Joinder Agreement

 

** **

 

** **

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AMENDED AND RESTATED CREDIT AGREEMENT

This Amended and Restated CreditAgreement, dated as of April 25, 2007, is made among Idaho Power Company, anIdaho corporation, the Lenders, and Wachovia Bank, National Association, asAdministrative Agent for the Lenders.  

 

**RECITALS**

 

            A.        Idaho Power Company, certain banks andother financial institutions, and Wachovia Bank, National Association, asadministrative agent, are parties to a certain Credit Agreement dated as of May3, 2005 (the “Existing Credit Agreement”).

 

B.        The parties hereto haveagreed to amend and restate the Existing Credit Agreement on the terms andconditions set forth herein, it being the intention of the parties hereto thatthis Amended and Restated Credit Agreement and the Credit Documents executed inconnection herewith shall not effect the novation of the obligations of IdahoPower Company  thereunder but be merely a restatement and, where applicable, anamendment of and substitution for the terms governing such obligationshereafter.

 

C.        The Lenders are willingto make available to Idaho Power Company the credit facilities provided forherein subject to and on the terms and conditions set forth in this Agreement.

 

**AGREEMENT**

 

**NOW,THEREFORE**, in consideration of the mutual provisions, covenants andagreements herein contained, the parties hereto hereby agree as follows:

# ARTICLE 1 

## DEFINITIONS

### 1.1             Definitions

.  As used in this Agreement:

“Acquisition” means any transaction, or any seriesof related transactions, consummated on or after the Closing Date, by which theBorrower or any of its Subsidiaries (i) acquires any going business or allor substantially all of the assets of any firm, corporation or limitedliability company, or division thereof, whether through purchase of assets,merger or otherwise or (ii) directly or indirectly acquires (in one transactionor as the most recent transaction in a series of transactions) at least amajority (in number of votes) of the securities of a corporation which haveordinary 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. 

 

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“Administrative Agent” means Wachovia Bank,National Association in its capacity as administrative agent (i.e., contractualrepresentative) of the Lenders pursuant to **Article 10**, and not in its individualcapacity as a Lender, and any successor Administrative Agent appointed pursuantto **Article 10**.

“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 a borrowing hereunder, (i) made bythe Lenders (or the Swingline Lender in the case of a Swingline Loan) on thesame Borrowing Date, or (ii) converted or continued by the Lenders on the samedate of conversion or continuation and, in either case, consisting of RevolvingLoans of the same Type (or a Swingline Loan made by the Swingline Lender) and,in the case of Eurodollar Advances, for the same Interest Period.

“Affected Lender” is defined in **Section****2.19**.

“Affiliate” of any Person means any other Persondirectly or indirectly controlling, controlled by or under common control withsuch Person.  A Person shall be deemed to control another Person if thecontrolling Person owns 10% or more of any class of voting securities (or otherownership interests) of the controlled Person or possesses, directly orindirectly, the power to direct or cause the direction of the management orpolicies of the controlled Person, whether through ownership of stock, bycontract or otherwise.

“Aggregate Commitment” means the aggregate of theCommitments of all the Lenders, as reduced or increased from time to timepursuant to the terms hereof.

“Aggregate Outstanding Credit Exposure” means, atany time, the aggregate of the Outstanding Credit Exposure of all the Lenders.

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

“Agreement Accounting Principles” means generallyaccepted accounting principles as in effect from time to time applied in amanner consistent with that used in preparing financial statements referred toin **Section****5.4**.

“Alternate Base Rate” means, for any day, a rate ofinterest per annum equal to the higher of (i) the Prime Rate for such day and(ii) the sum of the Federal Funds Effective Rate for such day plus 1/2% perannum.

“Applicable Margin” means, with respect toRevolving Loans of any Type at any time, the percentage rate per annum which isapplicable at such time with respect to Revolving Loans of such Type as setforth in the Pricing Schedule.

“Assuming Lender” is defined in **Section****2.20(a)**.

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

“Available Aggregate Commitment” means, at anytime, the Aggregate Commitment then in effect minus the Aggregate OutstandingCredit Exposure at such time.

“Borrower” means Idaho Power Company, an Idahocorporation, and its successors and assigns.

“Borrowing Date” means a date on which an Advanceis made hereunder.

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

“Business Day” means (i) with respect to anyborrowing, payment or rate selection of Eurodollar Advances, a day (other thana Saturday or Sunday) on which banks generally are open in Charlotte, NorthCarolina, New York, New York and London, England for the conduct ofsubstantially all of their commercial lending activities, interbank wiretransfers can be made on the Fedwire system and dealings in United Statesdollars are carried on in the London interbank market and (ii) for all otherpurposes, a day (other than a Saturday or Sunday) on which banks generally areopen in Charlotte, North Carolina for the conduct of substantially all of theircommercial lending activities and interbank wire transfers can be made on theFedwire system.

“Capitalized Lease” of a Person means any lease ofProperty by such Person as lessee, which would be capitalized on a balancesheet of such Person prepared in accordance with Agreement AccountingPrinciples.

“Capitalized Lease Obligations” of a Person meansthe amount of the obligations of such Person under Capitalized Leases whichwould be shown as a liability on a balance sheet of such Person prepared inaccordance with Agreement Accounting Principles.

“Cash Equivalent Investments” means (i) short-termobligations of, or fully guaranteed by, the United States of America, (ii)commercial paper rated A-1 or better by S&P or P-1 or better by Moody’s,(iii) demand deposit accounts maintained in the ordinary course of business,and (iv) certificates of deposit issued by and time deposits with commercialbanks (whether domestic or foreign) having capital and surplus in excess of$100,000,000; provided in each case that the same provides for paymentof both principal and interest (and not principal alone or interest alone) andis not subject to any contingency regarding the payment of principal orinterest.

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

“Change in Control” means the acquisition by anyPerson, or two or more Persons acting in concert, of beneficial ownership(within the meaning of Rule 13d-3 of the Securities and Exchange Commissionunder the Securities Exchange Act of 1934) of 20% or more of the outstandingshares of voting stock of the Parent.

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“Change in Law” means any change in law or in theinterpretation, 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 all theconditions precedent in **Section ****4.1******are satisfied orwaived in accordance with the terms of this Agreement.

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

“Collateral Shortfall Amount” is defined in **Section ****0**.

“Commitment” means, for each Lender, the obligationof such Lender to make Revolving Loans to the Borrower and to participate inthe Swingline Loans and Facility LCs issued upon the application of theBorrower, in an aggregate amount not exceeding the amount set forth oppositeits name on **Schedule II**, or, if such Lender has entered into one ormore assignments that has become effective pursuant to **Section ****12.3(a)******or is an Increasing Lender or Assuming Lender,****theamount set forth for such Lender at such time in the Register maintained by theAdministrative Agent, in either case, as such amount may be reduced orincreased from time to time pursuant to the terms hereof.

“Commitment Increase” and “Commitment IncreaseDate” are defined in **Section****2.20(a)**.

“Condemnation” is defined in **Section****7(i)**.

“Consent Date” is defined in **Section 2.21(a)**.

“Consenting Lender” is definedin **Section 2.21(a)**.

“Consolidated Indebtedness” means at any time theIndebtedness of the Borrower and its Subsidiaries calculated on a consolidatedbasis as of such time; provided, however that the aggregateoutstanding Indebtedness evidenced by Hybrid Securities shall be excluded tothe extent that the total book value of such Hybrid Securities does not exceed15% of Consolidated Total Capitalization as of such time.

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

“Consolidated Total Capitalization” means at anytime, without duplication, the sum of (i) Consolidated Indebtedness, (ii)Consolidated Net Worth and (iii) the aggregate outstanding amount of HybridSecurities, each calculated as of such time.

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“Contingent Obligation” of a Person means anyagreement, undertaking or arrangement by which such Person assumes, guarantees,endorses, contingently agrees to purchase or provide funds for the payment of,or otherwise becomes or is contingently liable upon, the obligation orliability of any other Person, or agrees to maintain the net worth or workingcapital or other financial condition of any other Person, or otherwise assuresany creditor of such other Person against loss, including any comfort letter,operating agreement, take or pay contract or the obligations of any such Personas general partner of a partnership with respect to the liabilities of thepartnership.

“Conversion/Continuation Notice” is defined in **Section 2.8**.

“Controlled Group” means all members of acontrolled 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.

“Credit Extension” means the making of an Advanceor the issuance of a Facility LC.

“Credit Extension Date” means the Borrowing Datefor an Advance or the issuance date for a Facility LC.

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

“Eligible Replacement Lender” is defined in **Section0**.

“Environmental Laws” means any and all applicablefederal, state, local and foreign statutes, laws, judicial decisions,regulations, ordinances, rules, judgments, orders, decrees, plans, injunctions,permits, concessions, grants, franchises, licenses, agreements and othergovernmental restrictions relating to (i) the protection of the environment,(ii) the effect of the environment on human health, (iii) emissions, dischargesor releases of pollutants, contaminants, hazardous substances or wastes intosurface water, ground water or land, or (iv) the manufacture, processing,distribution, use, treatment, storage, disposal, transport or handling of pollutants,contaminants, hazardous substances or wastes or the clean-up or otherremediation thereof.

“ERISA” means the Employee Retirement IncomeSecurity Act of 1974.

“Eurodollar Advance” means a Revolving Loan which,except as otherwise provided in **Section 2.10**, bears interest at theapplicable Eurodollar Rate.

“Eurodollar Base Rate” means, with respect to aEurodollar Advance for the relevant Interest Period, an interest rate per annumobtained by dividing (y) the rate of interest (rounded upward, if necessary,to the nearest 1/16 of one percentage point) appearing on Telerate SuccessorPage 3750 (or any successor page) or (z) if no such rate is available, therate of interest determined by the Administrative Agent to be the rate or thearithmetic mean of rates (rounded upward, if necessary, to the nearest 1/16 ofone percentage point) at which Dollar deposits in immediately available fundsare offered to first-tier banks in the London interbank Eurodollar market, ineach case under (y) and (z) above at approximately 11:00 a.m., Londontime, two (2) Business Days prior to the first day of such Interest Period fora period substantially equal to such Interest Period and in an amountsubstantially equal to the amount of Wachovia’s Eurodollar Advance comprisingpart of such Borrowing.

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“Eurodollar Rate” means, with respect to aEurodollar Advance for the relevant Interest Period, the sum of (i) thequotient of (a) the Eurodollar Base Rate applicable to such Interest Period,divided by (b) 1.00 minus the Reserve Requirement (expressed as a decimal)applicable to such Interest Period, plus (ii) the Applicable Margin.

“Excluded Taxes” means, in the case of each Lenderor applicable Lending Installation and the Administrative Agent, taxes imposedon its overall net income, receipts, profits, capital, net worth, franchisetaxes, branch profits or similar taxes, imposed on it, by (i) the jurisdictionunder the laws of which such Lender or the Administrative Agent is incorporatedor organized, (ii) the jurisdiction in which the Administrative Agent’s or suchLender’s principal executive office or such Lender’s applicable LendingInstallation is located, or (iii) the jurisdiction in which the Lender, LendingInstallation or the Administrative Agent carries on a trade or business.

“Extension Date” is defined in **Section 2.21(a)**.

“Extension Notice” is defined in **Section 2.21(a)**.

“Facility LC” is defined in **Section ****2.18(a)**.

“Facility LC Application” is defined in **Section ****2.18(c)**.

“Facility LC Collateral Account” is defined in **Section ****2.18(k)**.

“Facility LC Maturity Date” is defined in **Section****2.18(a)**.

“Facility Termination Date” means the earlier tooccur of (i) April 25, 2012 (as such date may be extended from time to timepursuant to **Section****2.21**) or (ii) any earlier date on which theAggregate Commitment is reduced to zero or otherwise terminated pursuant to theterms hereof.

“Federal Funds Effective Rate” means, for any day,an interest rate per annum (rounded upwards, if necessary, to the nearest 1/100of one percentage point) equal to the weighted average of the rates onovernight Federal funds transactions with members of the Federal Reserve Systemarranged by Federal funds brokers on such day, as published for such day (or,if such day is not a Business Day, for the immediately preceding Business Day)by the Federal Reserve Bank of New York, or, if such rate is not so published forany day which is a Business Day, the average of the quotations at approximately10:00 a.m. on such day on such transactions received by the AdministrativeAgent from three Federal funds brokers of recognized standing selected in goodfaith by the Administrative Agent.

“Fee Letters” mean (a) the Wachovia Fee Letter and(b) the JPMorgan Fee Letter.

“First Mortgage” means that certain Mortgage andDeed of Trust, dated as of October 1, 1937, as supplemented, under which theBorrower is Mortgagor and Deutsche Bank Trust Company Americas (formerly knownas Bankers Trust Company) and R.G. Page (Stanley Burg successor individualtrustee) are Trustees, as it may from time to time be further amended,supplemented or otherwise modified.

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“Floating Rate” means, for any day, a rate perannum equal to the sum of (i) the Alternate Base Rate for such day plus (ii)the Applicable Margin, in each case changing when and as the Alternate BaseRate changes.

“Floating Rate Advance” means a Revolving Loanwhich, except as otherwise provided in **Section 2.10**, bears interestat the Floating Rate.

“HybridSecurities” shall mean any hybrid securities, including any trust preferredsecurities, deferrable interest subordinated debt securities, mandatoryconvertible debt securities or other hybrid securities issued by the Borroweror any Subsidiary or financing vehicle of the Borrower that (i) have anoriginal maturity of at least twenty (20) years, (ii) require, absent an eventof default with respect to such securities, no repayments or prepayments and nomandatory redemptions or repurchases, in each case, prior to the date which isninety-one (91) days after the occurrence of the Facility Termination Date and(iii)******permit theBorrower or any such Subsidiary or any such financing vehicle of the Borrower,respectively, at its option, to defer certain scheduled interest payments.**

“Increasing Lender” is defined in **Section****2.20(a)**.

“Indebtedness” of a Person means such Person’s (i)obligations for borrowed money, (ii) obligations representing the deferredpurchase price of Property or services (other than accounts payable arising inthe ordinary course of such Person’s business payable on terms customary in thetrade), (iii) obligations, whether or not assumed, secured by Liens or payableout of the proceeds or production from Property now or hereafter owned oracquired by such Person, (iv) obligations which are evidenced by notes,acceptances, or other instruments, (v) obligations of such Person topurchase securities or other Property arising out of or in connection with thesale of the same or substantially similar securities or Property,(vi) Capitalized Lease Obligations, (vii) Contingent Obligations, (viii)obligations in respect of Letters of Credit, (ix) Rate ManagementObligations, (x) preferred stock which is required by the terms thereof to beredeemed, or for which mandatory sinking fund payments are due, by a fixeddate, (xi) Off-Balance Sheet Liabilities, (xii) any other obligation forborrowed 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.

“Indemnitee” is defined in **Section****9.6(b)**.

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“Interest Period” means, with respect to aEurodollar 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 there is nosuch 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.

“Investment” of a Person means any loan, advance(other than commission, travel and similar advances to officers and employeesmade in the ordinary course of business), extension of credit (other thanaccounts 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.

“JoinderAgreement” means a written agreement substantially in the form of **ExhibitF** hereto.

“Joint LeadArrangers” means Wachovia Capital Markets, LLC, and J.P. Morgan SecuritiesInc., and their respective successors, in their capacity as Joint LeadArrangers and Joint Book Runners.

“JP MorganFee Letter” means the letter agreement dated March 15, 2007, among theBorrower, Parent, JPMorgan Chase Bank, N.A., and J.P. Morgan Securities Inc.

“LC Fee” is defined in **Section ****2.18(d)**.

“LC Issuer” means each of Wachovia (or anysubsidiary or Affiliate of Wachovia designated by Wachovia) and any otherLender approved by the Borrower and the Administrative Agent, in each case inits capacity as issuer of Facility LCs hereunder.

“LC Obligations” means, at any time, the sum,without duplication, of (i) the aggregate undrawn stated amount under allFacility LCs outstanding at such time plus (ii) the aggregate unpaid amount atsuch time of all Reimbursement Obligations.

“LC Payment Date” is defined in **Section ****0**.

“Lenders” means the lending institutions listed onthe signature pages of this Agreement, their respective successors and assigns andany other Person that shall have become a Lender party hereto pursuant to aJoinder Agreement; provided, that unless the context otherwise requires,each reference herein to the Lenders shall be deemed to include the SwinglineLender in such capacity.

“Lending Installation” means, with respect to aLender or the Administrative Agent, the office, branch, subsidiary or Affiliateof such Lender or the Administrative Agent specified in its AdministrativeQuestionnaire or otherwise selected by such Lender or the Administrative Agentpursuant to **Section 2.16**.

“Letter of Credit” of a Person means a letter ofcredit 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.

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“LIBOR Market Index Rate” means, for any day, thesum of (i) the rate of interest for one month U.S. dollar deposits appearing onTelerate Successor Page 3750 (or any successor page) determined as of 11:00a.m. (London time), for such day, or**if such day is not a LondonBusiness Day, then the immediately preceding London Business Day (or if not soreported, then as determined by the Agent from another recognized source orinterbank quotation) plus (ii) the Applicable Margin in effect for a EurodollarAdvance from time to time.

“LIBOR Market Index Rate Advance” means a SwinglineLoan which, except as otherwise provided in **Section 2.10**, bears interestat the LIBOR Market Index Rate.

“Lien” means any lien (statutory or other),mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbranceor preference, priority or other security agreement or preferential arrangementof any kind or nature whatsoever (including the interest of a vendor or lessorunder any conditional sale, Capitalized Lease or other title retentionagreement).

“Loans” means the Revolving Loans and the SwinglineLoans.

“Loan Documents” means this Agreement, the FacilityLC Applications, the Joinder Agreements and any Notes issued pursuant to **Section 0**.

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

“Material Adverse Effect” means a material adverseeffect on (i) the business, Property, condition (financial or otherwise),results of operations, or prospects of the Borrower and its Subsidiaries takenas a whole, (ii) the ability of the Borrower to perform its obligations underthe Loan Documents, or (iii) the validity or enforceability of any of the LoanDocuments or the rights or remedies of the Administrative Agent, the LC Issuersor the Lenders thereunder.

“Material Indebtedness” means Indebtedness (otherthan Obligations) of the Borrower or any of its Subsidiaries, in an aggregateprincipal amount exceeding $25,000,000 (or its equivalent in any othercurrency).  For purposes of determining Material Indebtedness, the “principalamount” of the obligations of the Borrower or any of its Subsidiaries inrespect of any Rate Management Obligation at any time shall be the maximumaggregate amount (giving effect to any netting agreements) that the Borrower orsuch Subsidiary would be required to pay if such Rate Management Obligationwere terminated at such time of determination.

“Material Subsidiary” of the Borrower means anySubsidiary (a) whose gross revenues for the fiscal years in respect of whichsuch 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.

“Modify” and “Modification” are defined in **Section ****2.18(a)**.

“Moody’s” means Moody’s Investors Service, Inc.

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“Multiemployer Plan” means a Plan maintainedpursuant to a collective bargaining agreement or any other arrangement to whichthe Borrower or any member of the Controlled Group is a party to which morethan one employer is obligated to make contributions.

“Non-Consenting Lender” is defined in **Section 2.21(a)**.

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

“Notes” means any or all of the Revolving Notes andthe Swingline Note.

“Obligations” means all unpaid principal of andaccrued and unpaid interest on the Loans, all Reimbursement Obligations, allaccrued and unpaid fees and all expenses, reimbursements, indemnities and otherobligations of the Borrower to the Lenders or to any Lender, the AdministrativeAgent, the Swingline Lender, any LC Issuer or any indemnified party arisingunder the Loan Documents.

“OFAC” means the U.S. Department of the Treasury’sOffice of Foreign Assets Control, and any successor thereto.

“Off-Balance Sheet Liability” of a Person means,without duplication, (i) any repurchase obligation or liability of such Personwith respect to accounts or notes receivable sold by such Person, (ii) anyliability under any Sale and Leaseback Transaction which is not a CapitalizedLease, (iii) any liability under any so-called “synthetic lease” transactionentered into by such Person, or (iv) any obligation arising with respect to anyother transaction which is the functional equivalent of or takes the place ofborrowing but which does not constitute a liability on the balance sheets ofsuch Person, but excluding from this **clause (iv)** all Operating Leases.

“Operating Lease” of a Person means any lease ofProperty (other than a Capitalized Lease) by such Person as lessee, which hasan original term (including any required renewals and any renewals effective atthe option of the lessor) of one year or more.

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

“Outstanding Credit Exposure” means, as to anyLender at any time, the sum of (i) the aggregate principal amount of all Loans madeby such Lender outstanding at such time, (ii) such Lender’s Pro Rata Share ofthe LC Obligations at such time and (iii) such Lender’s (other than theSwingline Lender’s) Pro Rata Share of the Swingline Loans outstanding at suchtime.

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

“Participants” is defined in **Section ****0**.

“PATRIOT Act” means the Uniting and StrengtheningAmerica by Providing Appropriate Tools Required to Intercept and ObstructTerrorism (USA PATRIOT Act, Title III of Pub. L. 107-56 (signed into lawOctober 26, 2001)), as amended from time to time, and any successor statute,and all rules and regulations from time to time promulgated thereunder.

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

“PBGC” means the Pension Benefit GuarantyCorporation, or any successor thereto.

“Permitted Receivables Securitization” means alimited recourse or non-recourse sale, assignment or contribution of accountsreceivable and related records, collateral and rights of the Borrower and/orone or more of its Subsidiaries to one or more special purpose entities, inconnection with the issuance of obligations by any such special purpose entitysecured by such assets, the proceeds of the issuance of which obligations shallbe made available, directly or indirectly, to the Borrower and/or the applicableSubsidiaries.

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

“Plan” means an employee pension benefit plan whichis covered by Title IV of ERISA or subject to the minimum funding standardsunder Section 412 of the Code as to which the Borrower or any member of theControlled Group may have any liability.

“Pricing Schedule” means **Schedule I**attached hereto identified as such.

“Prime Rate” means the per annum interest ratepublicly announced from time to time by Wachovia in Charlotte, North Carolina,to be its prime rate (which may not necessarily be its lowest or best lendingrate), as adjusted to conform to changes as of the opening of business on thedate of any such change in such prime rate.

“Prior Termination Date” is defined in **Section****0**.

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

“Pro Rata Share” means, with respect to a Lender, aportion equal to a fraction the numerator of which is such Lender’s Commitmentand 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 sum of (A) the principal amount of suchLender’s Loans, (B) such Lender’s (other than the Swingline Lender’s) participationinterest in the Swingline Loans, and (C) such Lender’s participation interestin the LC Obligations, and (ii) the denominator of which is equal to the sum of(A) the aggregate principal amount of all Loans and (B) all LC Obligations).

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

“Rate Management Obligations” of a Person means anyand all obligations of such Person, whether absolute or contingent andhowsoever and whensoever created, arising, evidenced or acquired (including allrenewals, extensions and modifications thereof and substitutions therefor),under (i) any and all Rate Management Transactions, and (ii) any and allcancellations, buy backs, reversals, terminations or assignments of any RateManagement Transactions.

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“Rate Management Transaction” means any transaction(including an agreement with respect thereto) now existing or hereafter enteredinto by the Borrower or the Parent which is a rate swap, basis swap, forwardrate transaction, commodity swap, commodity option, equity or equity indexswap, equity or equity index option, bond option, interest rate option, foreignexchange transaction, cap transaction, floor transaction, collar transaction,forward transaction, currency swap transaction, cross-currency rate swaptransaction, currency option or any other similar transaction (including anyoption with respect to any of these transactions) or any combination thereof,whether linked to one or more interest rates, foreign currencies, commodityprices, equity prices or other financial measures.

“Refunded Swingline Loans” is defined in **Section0**.

“Register” is defined in **Section****12.3(c)**.

“Regulation D” means Regulation D of the Board ofGovernors of the Federal Reserve System as from time to time in effect and anysuccessor thereto or other regulation or official interpretation of said Boardof Governors relating to reserve requirements applicable to member banks of theFederal Reserve System.

“Regulation U” means Regulation U of the Board ofGovernors of the Federal Reserve System as from time to time in effect and anysuccessor or other regulation or official interpretation of said Board ofGovernors relating to the extension of credit by banks for the purpose ofpurchasing or carrying margin stocks applicable to member banks of the FederalReserve System.

“Reimbursement Obligations” means, at any time, theaggregate of all obligations of the Borrower then outstanding under **Section ****2.18** to reimburse the LC Issuers for amounts paid by the LC Issuers inrespect of any one or more drawings under Facility LCs.

“Reportable Event” means a reportable event asdefined in Section 4043 of ERISA and the regulations issued under such section,with respect to a Plan, excluding, however, such events as to which the PBGChas by regulation waived the requirement of Section 4043(a) of ERISA that it benotified 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 the aggregatehaving at least a majority of the Aggregate Commitment or, if the AggregateCommitment has been terminated, Lenders in the aggregate holding at least amajority of the Aggregate Outstanding Credit Exposure.

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“Reserve Requirement” means, with respect to anInterest Period, the reserve percentage (expressed as a decimal and roundedupwards, if necessary, to the next higher 1/100th of 1%) in effectfrom time to time during such Interest Period, as provided by the FederalReserve Board, applied for determining the maximum aggregate reserverequirement (including all basic, supplemental, marginal and other reserves),which is imposed under Regulation D on Eurocurrency liabilities or under anysimilar or successor regulation with respect to Eurocurrency liabilities orEurocurrency funding.

“Revolving Loans” is defined in **Section 2.1(a)**.

“Revolving Note” means a promissory note issued atthe request of a Lender pursuant to **Section****2.12(d)**, insubstantially the form of **Exhibit E-1** hereto, evidencing the aggregateindebtedness of the Borrower to such Lender resulting from the Revolving Loans madeby such Lender.

“Risk-Based Capital Guidelines” is defined in **Section3.2**.

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

“Sale and Leaseback Transaction” means any sale orother transfer of Property by any Person with the intent to lease such Propertyas lessee.

“SanctionedCountry” means a country subject to a sanctions program identified on thelist maintained by OFAC and available athttp://www.treas.gov/offices/enforcement/ofac/sanctions/, or as otherwisepublished from time to time.

 

“Sanctioned Person” means (i) a Person namedon the list of Specially Designated Nationals or Blocked Persons maintained byOFAC available at http://www.treas.gov/offices/enforcement/ofac/sdn/t11sdn.pdf,or as otherwise published from time to time, or (ii) (A) an agency ofthe government of a Sanctioned Country, (B) an organization controlled bya Sanctioned Country, or (C) a Person resident in a Sanctioned Country, tothe extent subject to a sanctions program administered by OFAC.

“Single Employer Plan” means a Plan maintained bythe Borrower or any member of the Controlled Group for employees of theBorrower or any member of the Controlled Group.

“Subsidiary” of a Person means (i) any corporationmore than 50% of the outstanding securities having ordinary voting power ofwhich shall at the time be owned or controlled, directly or indirectly, by suchPerson or by one or more of its Subsidiaries or by such Person and one or moreof its Subsidiaries, or (ii) any partnership, limited liability company,association, joint venture or similar business organization more than 50% ofthe ownership interests having ordinary voting power of which shall at the timebe so owned or controlled.  Unless otherwise expressly provided, all referencesherein to a “Subsidiary” shall mean a Subsidiary of the Borrower.

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“Substantial Portion” means, with respect to theProperty of the Borrower and its Subsidiaries, Property which (i) representsmore than 10% of the consolidated assets of the Borrower and its Subsidiariesas would be shown in the consolidated financial statements of the Borrower andits Subsidiaries as of the beginning of the twelve-month period ending with themonth in which such determination is made, or (ii) is responsible for more than10% of the consolidated net sales or of the consolidated net income of theBorrower and its Subsidiaries as reflected in the financial statements referredto in **clause (i)** above.

“Swingline Borrowing Notice” is defined in **Section2.7(b)**.

“Swingline Commitment” shall mean $30,000,000 or,if less, the Aggregate Commitment at the time of determination, as such amountmay be reduced.

“Swingline Lender” shall mean Wachovia in itscapacity as maker of Swingline Loans, and its successors in such capacity.

“Swingline Loans” is defined in **Section****2.1(c)**.

“Swingline Note” means a promissory note issued atthe request of the Swingline Lender pursuant to **Section****2.12(d)**, in substantially the form of **Exhibit E-2** hereto, evidencing theaggregate indebtedness of the Borrower to the Swingline Lender resulting fromSwingline Loans made by the Swingline Lender.

“Taxes” means any and all present or future taxes,duties, levies, imposts, deductions, charges or withholdings, and any and allliabilities with respect to the foregoing, but excluding Excluded Taxes andOther Taxes.

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

“Type” is defined in **Section ****2.3**.

“Unfunded Liabilities” means the amount (if any) bywhich the present value of all vested and unvested accrued benefits under allSingle Employer Plans exceeds the fair market value of all such Plan assetsallocable to such benefits, all determined as of the then most recent valuationdate for such Plans using PBGC actuarial assumptions for single employer planterminations.

“Unmatured Default” means an event which but forthe lapse of time or the giving of notice, or both, would constitute a Default.

“Unutilized Swingline Commitment” means, withrespect to the Swingline Lender at any time, the Swingline Commitment at suchtime less the aggregate principal amount of all Swingline Loans that areoutstanding at such time.

“Wachovia” means Wachovia Bank, NationalAssociation, and its successors and assigns.

“Wachovia Fee Letter” means the letter agreement,dated March 15, 2007, among Borrower, the Parent, Wachovia and Wachovia CapitalMarkets, LLC.

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“Wholly-Owned Subsidiary” of a Person means (i) anySubsidiary all of the outstanding voting securities of which shall at the timebe owned or controlled, directly or indirectly, by such Person or one or moreWholly-Owned Subsidiaries of such Person, or by such Person and one or moreWholly-Owned Subsidiaries of such Person, or (ii) any partnership, limitedliability company, association, joint venture or similar business organization100% of the ownership interests having ordinary voting power of which shall atthe 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 Charlotte, North Carolina time.

##### (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 othermodifications are not prohibited by the terms of this Agreement, and (ii)references to any statute or regulation are to be construed as including allstatutory and regulatory provisions consolidating, amending, replacing,supplementing or interpreting such statute or regulation.

##### (g)              All references to the Lenders or any of them shall be deemed to includethe LC Issuers unless specifically provided otherwise or unless the contextotherwise requires.

# ARTICLE2 

## THE CREDITS

### 2.1             Commitments

.  

##### (a)               From and including the Closing Date to but excluding the FacilityTermination Date, each Lender severally agrees, on the terms and conditions setforth in this Agreement, to  make loans to the Borrower (each such loan, a “RevolvingLoan” and collectively, the “Revolving Loans”) in an amount equal toits Pro Rata Share of all Revolving Loans requested by the Borrower, provided that after givingeffect to the making of each Revolving Loan (and to any concurrent repayment ofSwingline Loans with proceeds of Revolving Loans made pursuant to suchAdvance), such Lender’s Outstanding Credit Exposure shall not exceed itsCommitment.  Subject to the terms of this Agreement, the Borrower mayborrow, repay and reborrow Revolving Loans at any time prior to the FacilityTermination Date.                                

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##### (b)              From and including the Closing Date to but excluding the FacilityTermination Date, each Lender severally agrees, on the terms and conditions setforth in this Agreement, to  participate in Facility LCs issued upon therequest of the Borrower, provided that after giving effect to theissuance of each such Facility LC, such Lender’s Outstanding Credit Exposureshall not exceed its Commitment.  The LC Issuers will issue Facility LCshereunder on the terms and conditions set forth in **Section 2.18**.

##### (c)               From and including the Closing Date to but excluding the Facility TerminationDate, the Swingline Lender agrees, on the terms and conditions hereinafter setforth, to make loans to the Borrower (each, a “Swingline Loan,” andcollectively, the “Swingline Loans”), in an aggregate principal amountat any time outstanding not exceeding the Swingline Commitment.  SwinglineLoans may be made even if the Swingline Lender’s Outstanding Credit Exposurewould exceed its Commitment at such time, but provided that no Advance****of Swingline Loans shall be made if, immediately after giving effectthereto, the Aggregate Outstanding Credit Exposure would exceed the AggregateCommitments at such time.  Subject to and on the terms and conditions of thisAgreement, the Borrower may borrow, repay (including by means of a Borrowing ofRevolving Loans pursuant to **Section****0**) and reborrow SwinglineLoans at any time prior to the Facility Termination Date, provided thatthe Borrower may not borrow Swingline Loans the proceeds of which are used torepay outstanding Swingline Loans.

### 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 Revolving Loan on the FacilityTermination Date.

##### (b)              Except to the extent due or paid sooner pursuant to the provisions ofthis Agreement, the Borrower shall repay to the Swingline Lender the aggregateoutstanding principal amount of each Swingline Loan on the earlier to occur of(i) fourteen (14) days after the Borrowing Date of each such Swingline Loan,and (ii) the Facility Termination Date.

##### (c)               Notwithstanding anything to the contrary herein, the AggregateOutstanding Credit Exposure and all unpaid Obligations shall be paid in full bythe Borrower on the Facility Termination Date.

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

.  The Revolving Loans may be Floating Rate Advances orEurodollar Advances (each, a “Type” of Advance), or a combinationthereof, selected by the Borrower in accordance with **Sections ****2.7** and **2.8**.  Each Eurodollar Advance shall be in the amount of $5,000,000or a higher integral multiple of $100,000, and each Floating Rate Advance shallbe in the amount of $5,000,000 or a higher integral multiple of $100,000, providedthat any Floating Rate Advance may be in the amount of the Available AggregateCommitment.  The Swingline Loans shall be made and maintained as LIBOR MarketIndex Rate Advances at all times.  

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### 2.4             Fees

.  In addition to certain fees described in **Section ****2.18(d)**:

##### (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 Wachovia FeeLetter, payable on the date of execution of this Agreement.

##### (b)              The Borrower agrees to pay to the Administrative Agent for the accountof each Lender according to its Pro Rata Share a facility fee at a percentagerate per annum applicable at such time as set forth in the Pricing Schedule onthe average daily Aggregate Commitment from the date hereof to the FacilityTermination Date (and, if applicable, thereafter on the Aggregate OutstandingCredit Exposure until no Credit Extensions remain outstanding), payable inarrears on each Payment Date hereafter and on the Facility Termination Date(and, if applicable, thereafter on demand).

##### (c)               The Borrower shall pay to the Administrative Agent for the account ofeach Lender according to its Pro Rata Share, a utilization fee equal to thepercentage rate per annum applicable at such time as set forth in the PricingSchedule times the aggregate outstanding amount of Revolving Loans on each daythat the Aggregate Outstanding Credit Exposure exceeds 50% of the AggregateCommitments then in effect (or, if terminated, in effect immediately prior tosuch termination).  The utilization fee shall be due and payable in arrears oneach Payment Date hereafter and on the Facility Termination Date (and, ifapplicable, thereafter on demand).

##### (d)              The Borrower shall pay to the Joint Lead Arrangers and theAdministrative Agent for their own respective accounts fees in the amounts andat the times specified in the Fee Letters.  Such fees shall be fully earnedwhen paid and shall not be refundable for any reason whatsoever.

### 2.5             Reduction or Termination of Aggregate Commitment

.  The Borrower may permanently reduce the AggregateCommitment in whole, or in part ratably among the Lenders in integral multiplesof $10,000,000, upon at least five (5) Business Days’ written notice to theAdministrative Agent, which notice shall specify the amount of any such reduction,provided that the amount of the Aggregate Commitment may not be reducedbelow the Aggregate Outstanding Credit Exposure.  All accrued facility fees andutilization fees shall be payable on the effective date of any termination ofthe obligations of the Lenders to make Credit Extensions hereunder.

### 2.6             Optional Principal Payments

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.  The Borrower may from time to time pay, withoutpenalty or premium, all outstanding Floating Rate Advances or, in an aggregateamount of $5,000,000 or a higher integral multiple of $100,000, any portion ofthe outstanding Floating Rate Advances upon one (1) Business Day’s prior noticeto the Administrative Agent.  The Borrower may from time to time pay, subjectto the payment of any funding indemnification amounts required by **Section 3.4**but without penalty or premium, all outstanding Eurodollar Advances or, in anaggregate amount of $5,000,000 or a higher integral multiple of $100,000, anyportion of the outstanding Eurodollar Advances upon three (3) Business Days’prior notice to the Administrative Agent.

### 2.7             Requesting Advances

.  

##### (a)               In order to obtain an Advance (other than (x) Advances of SwinglineLoans, which shall be made pursuant to **Section****2.7(b)**, (y) Advances for the purpose of repaying Refunded Swingline Loans, which shall bemade pursuant to **Section****0**, or (z) conversions ofoutstanding Revolving Loans made pursuant to **Section 2.8**), the Borrowershall give the Administrative Agent irrevocable notice (a “Borrowing Notice”)not later than 11:00 a.m. at least one (1) Business Day before the BorrowingDate of each Floating Rate Advance and three (3) Business Days before the BorrowingDate for each Eurodollar Advance, specifying:

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

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

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

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

Not later than 1:00 p.m. oneach Borrowing Date, each Lender shall make available its Pro Rata Share of theRevolving Loan or Revolving Loans in funds immediately available to theAdministrative Agent at its address specified pursuant to **Article 0**. The Administrative Agent will make the funds so received from the Lendersavailable to the Borrower at the Administrative Agent’s aforesaid address.

##### (b)              In order to obtain an Advance of a Swingline Loan, the Borrower shallgive the Administrative Agent (and the Swingline Lender, if the SwinglineLender is not also the Administrative Agent) irrevocable notice (a “SwinglineBorrowing Notice”) not later than 11:00 a.m. on the Borrowing Date of eachSwingline Loan, specifying the aggregate amount of such Swingline Loan(which shall not be less than $1,000,000 and, if greater, shall be in anintegral multiple of $500,000 in excess thereof (or, if less, in the amount ofthe Unutilized Swingline Commitment)).  Not later than 4:00 p.m. on theBorrowing Date, the Swingline Lender shall make available an amount equal tothe amount of the requested Swingline Loan in funds immediately available tothe Administrative Agent at its address specified pursuant to **Article 0**. The Administrative Agent will make the funds so received from the SwinglineLender available to the Borrower at the Administrative Agent’s aforesaidaddress.

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##### (c)               With respect to any outstanding Swingline Loans, the Swingline Lendermay at any time (whether or not an Event of Default has occurred and iscontinuing) in its sole and absolute discretion, and is hereby authorized andempowered by the Borrower to, cause an Advance of Revolving Loans to be madefor the purpose of repaying such Swingline Loans by delivering to theAdministrative Agent (if the Administrative Agent is not also the SwinglineLender) and each other Lender (on behalf of, and with a copy to, the Borrower),not later than 11:00 a.m. on the day of the proposed Borrowing Date therefor, anotice (which shall be deemed to be a Borrowing Notice given by the Borrower)requesting the Lenders to make Revolving Loans (which shall be made initiallyas Floating Rate Advances) on the Borrowing Date in an aggregate amount equalto the amount of such Swingline Loans (the “Refunded Swingline Loans”)outstanding on the date such notice is given that the Swingline Lender requeststo be repaid.  Not later than 1:00 p.m. on the requested Borrowing Date, eachLender (other than the Swingline Lender) shall make available its Pro RataShare of the Refunded Swingline Loans in funds immediately available to theAdministrative Agent at its address specified pursuant to **Article 0**. To the extent the Lenders have made such amounts available to theAdministrative Agent as provided hereinabove, the Administrative Agent willmake the aggregate of such amounts available to the Swingline Lender in likefunds as received by the Administrative Agent, which shall apply such amountsin repayment of the Refunded Swingline Loans.  Notwithstanding any provision ofthis Agreement to the contrary, on the relevant Borrowing Date, the RefundedSwingline Loans shall be deemed to be repaid with the proceeds of the RevolvingLoans made as provided above (including a Revolving Loan deemed to have beenmade by the Swingline Lender), and such Refunded Swingline Loans deemed to beso repaid shall no longer be outstanding as Swingline Loans but shall beoutstanding as Revolving Loans.  If any portion of any such amount repaid (ordeemed to be repaid) to the Swingline Lender shall be recovered by or on behalfof the Borrower from the Swingline Lender in any bankruptcy, insolvency orsimilar proceeding or otherwise, the loss of the amount so recovered shall beshared ratably among all the Lenders in the manner contemplated by **Section****11.2**.

##### (d)              If, as a result of any bankruptcy, insolvency or similar proceeding withrespect to the Borrower, Revolving Loans are not made pursuant to **Section ****0** in an amount sufficient to repay any amounts owed to the Swingline Lenderin respect of any outstanding Swingline Loans, or if the Swingline Lender isotherwise precluded for any reason from giving a notice on behalf of theBorrower as provided for hereinabove, the Swingline Lender shall be deemed tohave sold without recourse, representation or warranty, and each Lender shallbe deemed to have purchased and hereby agrees to purchase, a participation in suchoutstanding Swingline Loans in an amount equal to its Pro Rata Share of theunpaid amount thereof together with accrued interest thereon.  Upon one (1)Business Day’s prior notice from the Swingline Lender, each Lender (other thanthe Swingline Lender) shall make available to the Administrative Agent at itsaddress specified pursuant to **Article 0**an amount, in immediatelyavailable funds, equal to its respective participation.  To the extent theLenders have made such amounts available to the Administrative Agent asprovided hereinabove, the Administrative Agent will make the aggregate of suchamounts available to the Swingline Lender in like funds as received by theAdministrative Agent.  In the event any such Lender fails to make available tothe Administrative Agent the amount of such Lender’s participation as providedin this **Section ****2.7(d)**, the Swingline Lender shall beentitled to recover such amount on demand from such Lender, together withinterest thereon for each day from the date such amount is required to be madeavailable for the account of the Swingline Lender until the date such amount ismade available to the Swingline Lender at the Federal Funds Effective Rate forthe first three (3) Business Days and thereafter at the Floating Rateapplicable to Revolving Loans.  Promptly following its receipt of any paymentby or on behalf of the Borrower in respect of a Swingline Loan, the SwinglineLender will pay to each Lender that has acquired a participation therein suchLender’s Pro Rata Share of such payment in accordance with **Section 2.11**.

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##### (e)               Notwithstanding any provision of this Agreement to the contrary, theobligation of each Lender (other than the Swingline Lender) to make RevolvingLoans for the purpose of repaying any Refunded Swingline Loans pursuant to **Section ****0** and each such Lender’s obligation to purchase a participation in any unpaidSwingline Loans pursuant to **Section ****2.7(d)** shall be absoluteand unconditional and shall not be affected by any circumstance or eventwhatsoever, including, without limitation, (i) any set-off, counterclaim,recoupment, defense or other right that such Lender may have against theSwingline Lender, the Administrative Agent, the Borrower or any other Personfor any reason whatsoever, (ii) the occurrence or continuance of anyDefault or Event of Default, or (iii) the failure of the amount of suchAdvance of Revolving Loans to meet the minimum Borrowing amount specified in **Section ****2.3**.

### 2.8             Conversion and Continuation of Outstanding Advances

.  Floating Rate Advances shall continue as Floating RateAdvances unless and until such Floating Rate Advances are converted intoEurodollar Advances pursuant to this **Section ****2.8** or are repaid in accordance with **Section ****2.6**.  Each Eurodollar Advanceshall continue as a Eurodollar Advance until the end of the then applicableInterest Period therefor, at which time such Eurodollar Advance shall beautomatically converted into a Floating Rate Advance unless (x) such EurodollarAdvance is or was repaid in accordance with **Section ****2.6** or (y) the Borrower shall have given the Administrative Agent aConversion/Continuation Notice (as defined below) requesting that, at the endof such Interest Period, such Eurodollar Advance continue as a EurodollarAdvance for the same or another Interest Period.  Subject to **Section 2.3**,the Borrower may elect from time to time to convert all or any part of aFloating Rate Advance into a Eurodollar Advance.  The Borrower shall give theAdministrative Agent irrevocable notice (a “Conversion/Continuation Notice”)of each conversion of a Floating Rate Advance into a Eurodollar Advance orcontinuation of a Eurodollar Advance not later than 11:00 a.m. at least 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.

##### (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 paidor is converted into a Eurodollar Advance pursuant to **Section ****2.8**, at a rate per annum equal to the Floating Rate for such day.  Changes inthe rate of interest on that portion of any Revolving Loan maintained as aFloating Rate Advance will take effect simultaneously with each change in theAlternate Base Rate.  

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##### (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.  NoInterest Period may end after the Facility Termination Date.

##### (c)               Each LIBOR Market Index Rate Advance shall bear interest on theoutstanding principal amount thereof, for each day from the date such LIBORMarket Index Rate Advance is made to the date it is paid at a rate per annumequal to the LIBOR Market Index Rate for such day.  

### 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 Required Lenders may, at their option,by notice to the Borrower, declare that no Advance may be made as, convertedinto or continued as a Eurodollar Advance.  During the continuance of a Defaultthe Required Lenders may, at their option, by notice to the Borrower, declarethat (i) each Eurodollar Advance shall bear interest for the remainder ofthe applicable Interest Period at the rate otherwise applicable to suchInterest Period plus 2% per annum, (ii) each Floating Rate Advance shall bearinterest at a rate per annum equal to the Floating Rate in effect from time totime plus 2% per annum (iii) each LIBOR Market Index Rate Advance shall bearinterest at a rate per annum equal to the LIBOR Market Index Rate in effectfrom time to time plus 2% per annum, and (iv) the LC Fee shall be increased by2% per annum, provided that during the continuance of a Default under **Sections ****7(g)** or **7(h)**, the interest rates set forth in **clauses (i)**,**(ii)** and **(iii)** above and the increase in the LC Fee set forth in **clause(iv)** above shall be applicable to all Credit Extensions without anyelection or action on the part of the Administrative Agent or any Lender.

### 2.11         Method of Payment

.  All payments of the Obligations hereunder shall bemade, without setoff, deduction, or counterclaim, in immediately availablefunds to the Administrative Agent at the Administrative Agent’s addressspecified pursuant to **Article 0**, or at any other LendingInstallation of the Administrative Agent specified in writing by theAdministrative Agent to the Borrower, by 12:00 noon (local time) on the datewhen due and shall (except for payments of Reimbursement Obligations for whichthe applicable LC Issuer has not received payments from the Lenders or asotherwise specifically required hereunder) be applied ratably by theAdministrative Agent among the Lenders.  Each payment delivered to theAdministrative Agent for the account of any Lender shall be delivered promptlyby the Administrative Agent to such Lender in the same type of funds that theAdministrative Agent received at its address specified pursuant to **Article 0**or at any Lending Installation specified in a notice received by theAdministrative Agent from such Lender.  The Administrative Agent is herebyauthorized to charge any account of the Borrower maintained with Wachovia foreach payment of principal, interest, Reimbursement Obligations and fees as itbecomes due hereunder.  Each reference to the Administrative Agent in this **Section ****2.11** shall also be deemed to refer, and shall apply equally, (i) to theSwingline Lender, in the case of payments required to be made by the Borrowerto the Swingline Lender and (ii) to the applicable LC Issuer, in the case ofpayments required to be made by the Borrower to such LC Issuer.

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### 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.

##### (b)              The Administrative Agent shall also maintain the Register pursuant to **Section****12.3(c)** and subaccounts for each Lender in which (takentogether) it will record (a) the amount of each Loan made hereunder, the Typethereof and the Interest Period (if any) with respect thereto, (b) the amountof any principal or interest due and payable or to become due and payable fromthe Borrower to each Lender hereunder, (c) the original stated amount of eachFacility LC and the amount of LC Obligations outstanding at any time, and (d)the amount of any sum received by the Administrative Agent hereunder from theBorrower and each Lender’s share thereof.

##### (c)               The entries maintained in the accounts, Register and subaccountsmaintained pursuant to **Sections****2.12(a)** and******(b)** above shall be prima facie evidence of the existence and amounts of theObligations therein recorded; provided that the failure of theAdministrative Agent or any Lender to maintain such accounts, such Register orsuch subaccount, as applicable, or any error therein shall not in any manneraffect the obligation of the Borrower to repay the Obligations in accordancewith 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 evidenced(i) in the case of Revolving Loans, by a Revolving Note, and (ii) inthe case of the Swingline Loans, by a Swingline Note, in each caseappropriately completed and executed by the Borrower and payable to the orderof such Lender.  Each Note shall be entitled to all of the benefits of thisAgreement and the other Loan Documents and shall be subject to the provisionshereof and thereof.

### 2.13         Telephonic Notices

.  The Borrower hereby authorizes the Lenders and theAdministrative Agent to extend, convert or continue Advances, effect selectionsof Types of Advances and to transfer funds based on telephonic notices made byany person or persons the Administrative Agent or any Lender in good faithbelieves to be acting on behalf of the Borrower, it being understood that theforegoing authorization is specifically intended to allow Borrowing Notices,Swingline Borrowing Notices and Conversion/Continuation Notices to be giventelephonically.  The Borrower agrees to deliver promptly to the AdministrativeAgent a written confirmation, if such confirmation is requested by theAdministrative Agent or any Lender, of each telephonic notice signed by anAuthorized Officer.  If the written confirmation differs in any materialrespect from the action taken by the Administrative Agent and the Lenders, therecords of the Administrative Agent and the Lenders shall govern absentmanifest error.

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

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##### (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.  

##### (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 accrued on each LIBOR Market Rate Advance shall be payable onany date on which such LIBOR Market Rate Advance is paid in full, whether dueto acceleration or otherwise, and on the date such LIBOR Market Index RateAdvance shall become due and payable pursuant to **Section 2.2(b)**.  

##### (d)              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 andCommitment Reductions

.  Promptly after receipt thereof, the AdministrativeAgent will notify each Lender of the contents of each Aggregate Commitmentreduction notice, Borrowing Notice (including Borrowing Notices received fromthe Swingline Lender in accordance with **Section 0**), Swingline BorrowingNotice, Conversion/Continuation Notice, and repayment notice received by ithereunder.  Promptly after notice from any LC Issuer, the Administrative Agentwill notify each Lender of the contents of each request for issuance of aFacility LC hereunder.  The Administrative Agent will notify each Lender of theinterest rate applicable to each Eurodollar Advance and each LIBOR Market IndexRate Advance promptly upon determination of such interest rate and will giveeach Lender prompt notice of each change in the Alternate Base Rate.

### 2.16         Lending Installations

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.  Each Lender may book its Loans, its participations inany outstanding Swingline Loans, and its participation in any LC Obligationsand any LC Issuer may book the Facility LCs at any Lending Installationselected by such Lender or such LC Issuer, as the case may be, and may changeits Lending Installation from time to time.  All terms of this Agreement shallapply to any such Lending Installation and the Loans, Facility LCs, participationsin outstanding Swingline Loans, participations in LC Obligations and any Notesissued hereunder shall be deemed held by each Lender or each LC Issuer, as thecase may be, for the benefit of any such Lending Installation.  Each Lender andeach LC Issuer may, by written notice to the Administrative Agent and theBorrower in accordance with **Article 0**, designate replacement oradditional Lending Installations through which Loans will be made by it or FacilityLCs will be issued by it and for whose account Loan payments or payments withrespect to Facility LCs are to be made.

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

.  Unless the Borrower or a Lender, as the case may be,notifies the Administrative Agent prior to the date on which it is scheduled tomake payment to the Administrative Agent of (i) in the case of a Lender, theproceeds of a Loan or (ii) in the case of the Borrower, a payment of principal,interest or fees to the Administrative Agent for the account of the Lenders,that it does not intend to make such payment, the Administrative Agent mayassume that such payment has been made.  The Administrative Agent may, butshall not be obligated to, make the amount of such payment available to theintended recipient in reliance upon such assumption.  If such Lender or theBorrower, as the case may be, has not in fact made such payment to theAdministrative Agent, the recipient of such payment shall, on demand by theAdministrative Agent, repay to the Administrative Agent the amount so madeavailable together with interest thereon in respect of each day during theperiod commencing on the date such amount was so made available by theAdministrative Agent until the date the Administrative Agent recovers suchamount at a rate per annum equal to (x) in the case of payment by a Lender, theFederal Funds Effective Rate for such day for the first three (3) days and,thereafter, the interest rate applicable to the relevant Loan or (y) in thecase of payment by the Borrower, the interest rate applicable to the relevant Loan.

### 2.18         Facility LCs.

##### (a)               Issuance.  Each LC Issuer hereby agrees, on the terms andconditions set forth in this Agreement, to issue standby letters of credit(each, a “Facility LC”) and to renew, extend, increase, decrease orotherwise modify each Facility LC (“Modify,” and each such action a “Modification”),from time to time from the Closing Date and prior to the Facility TerminationDate upon the request of the Borrower; provided that immediately aftereach such Facility LC is issued or Modified, the Aggregate Outstanding CreditExposure shall not exceed the Aggregate Commitment.  No Facility LC shall havean expiry date later than the earlier of (x) the fifth Business Day prior tothe Facility Termination Date and (y) one year after its issuance (the “FacilityLC Maturity Date”), provided that any Facility LC with a one-yeartenor may provide for the renewal thereof for additional one-year periods (butin no event beyond the date referred to in **clause (x)** above).  

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##### (b)              Participations.  Upon the issuance or Modification by any LCIssuer of a Facility LC in accordance with this **Section 2.18**, suchLC Issuer shall be deemed, without further action by any party hereto, to haveunconditionally and irrevocably sold to each Lender, and each Lender shall bedeemed, without further action by any party hereto, to have unconditionally andirrevocably purchased from such LC Issuer without recourse or warranty, aparticipation in such Facility LC (and each Modification thereof) and therelated LC Obligations in proportion to its Pro Rata Share.  Notwithstandinganything herein to the contrary, effective upon any Commitment Increasepursuant to **Section****2.20**, each Lender’s participation in anyFacility LC outstanding on such date shall be adjusted to reflect its Pro RataShare after giving effect to such increase.

##### (c)               Notice.  Subject to **Section 2.18(a)**, the Borrowershall give the applicable LC Issuer notice prior to 11:00 a.m. at least three(3) Business Days (or such shorter period as is acceptable to the LC Issuer inany given case) prior to the proposed date of issuance or Modification of eachFacility LC, specifying the beneficiary, the proposed date of issuance (orModification) and the expiry date of such Facility LC, and describing theproposed terms of such Facility LC and the nature of the transactions proposedto be supported thereby.  Upon receipt of such notice, the applicable LC Issuershall promptly notify the Administrative Agent, and the Administrative Agentshall promptly notify each Lender, of the contents thereof and of the amount ofsuch Lender’s participation in such proposed Facility LC.  The issuance orModification by any LC Issuer of any Facility LC shall, in addition to theconditions precedent set forth in **Article 4** (the satisfaction ofwhich the LC Issuer shall have no duty to ascertain), be subject to theconditions precedent that such Facility LC shall be satisfactory to such LCIssuer, acting reasonably, and that the Borrower shall have executed anddelivered such application agreement and/or such other instruments andagreements relating to such Facility LC as such LC Issuer shall have reasonablyrequested (each, a “Facility LC Application”).  In the event of anyconflict between the terms of this Agreement and the terms of any Facility LCApplication, the terms of this Agreement shall control.

##### (d)              LC Fees.  The Borrower shall pay to the Administrative Agent,for the account of the Lenders ratably in accordance with their respective ProRata Shares, with respect to each Facility LC issued hereunder, a letter ofcredit fee at a per annum rate equal to the Applicable Margin for EurodollarAdvances in effect from time to time on the average daily undrawn stated amountunder such standby Facility LC, such fee to be payable in arrears on eachPayment Date (each such fee described in this sentence an “LC Fee”). The Borrower shall also pay to the applicable LC Issuer for its own account (x)a fronting fee at a per annum rate of 0.125% on the average daily undrawnstated amount under each Facility LC issued hereunder, such fee to be payablein arrears on each Payment Date, and (y) documentary and processing charges inconnection with the issuance or Modification of and draws under Facility LCs inaccordance with the applicable LC Issuer’s standard schedule for such chargesas in effect from time to time.

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##### (e)               Administration; Reimbursement by Lenders.  Upon receipt from thebeneficiary of any Facility LC of any demand for payment under such FacilityLC, the applicable LC Issuer shall notify the Administrative Agent and theAdministrative Agent shall promptly notify the Borrower and each other Lenderas to the amount to be paid by such LC Issuer as a result of such demand andthe proposed payment date (the “LC Payment Date”).  The responsibilityof such LC Issuer to the Borrower and each Lender shall be only to determinethat the documents (including each demand for payment) delivered under eachFacility LC in connection with such presentment shall be in conformity in allmaterial respects with such Facility LC.  Each LC Issuer shall endeavor toexercise the same care in the issuance and administration of the Facility LCsas it does with respect to letters of credit in which no participations aregranted, it being understood that in the absence of any gross negligence orwillful misconduct by such LC Issuer, each Lender shall be unconditionally andirrevocably liable without regard to the occurrence of any Default or UnmaturedDefault or any condition precedent whatsoever, to reimburse such LC Issuer ondemand for (i) such Lender’s Pro Rata Share of the amount of each payment madeby such LC Issuer under each Facility LC to the extent such amount is notreimbursed by the Borrower pursuant to **Section 2.18(f)** below, plus(ii) interest on the foregoing amount to be reimbursed by such Lender, for eachday from the date of such LC Issuer’s demand for such reimbursement (or, ifsuch demand is made after 12:00 noon on such date, from the next succeeding BusinessDay) to the date on which such Lender pays the amount to be reimbursed by it,at a rate of interest per annum equal to the Federal Funds Effective Rate forthe first three (3) days and, thereafter, at a rate of interest equal to therate applicable to Floating Rate Advances.

##### (f)               Reimbursement by Borrower.  The Borrower shall be irrevocably andunconditionally obligated to reimburse any LC Issuer on the applicable LCPayment Date for any amounts to be paid by such LC Issuer upon any drawingunder any Facility LC, without presentment, demand, protest or otherformalities of any kind; provided that neither the Borrower nor anyLender shall hereby be precluded from asserting any claim for direct (but notconsequential) damages suffered by the Borrower or such Lender to the extent,but only to the extent, caused by (i) the willful misconduct or grossnegligence of such LC Issuer in determining whether a request presented underany Facility LC issued by it complied with the terms of such Facility LC or(ii) such LC Issuer’s failure to pay under any Facility LC issued by it afterthe presentation to it of a request strictly complying with the terms andconditions of such Facility LC.  All such amounts paid by such LC Issuer andremaining unpaid by the Borrower shall bear interest, payable on demand, foreach day until paid at a rate per annum equal to (x) the rate applicable toFloating Rate Advances for such day if such day falls on or before theapplicable LC Payment Date and (y) the sum of 2% plus the rate applicable toFloating Rate Advances for such day if such day falls after such LC PaymentDate.  The applicable LC Issuer will pay to each Lender ratably in accordancewith its Pro Rata Share all amounts received by it from the Borrower forapplication in payment, in whole or in part, of the Reimbursement Obligation inrespect of any Facility LC issued by such LC Issuer, but only to the extentsuch Lender has made payment to such LC Issuer in respect of such Facility LCpursuant to **Section 0**.  Subject to the terms and conditions of thisAgreement (including the submission of a Borrowing Notice in compliance with **Section 2.7**and the satisfaction of the applicable conditions precedent set forth in **Article 4**),the Borrower may request an Advance hereunder for the purpose of satisfying anyReimbursement Obligation.

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##### (g)              Obligations Absolute.  The Borrower’s obligations under this **Section 2.18**shall be absolute and unconditional under any and all circumstances andirrespective of any setoff, counterclaim or defense to payment which theBorrower may have or have had against any LC Issuer, any Lender or anybeneficiary of a Facility LC.  The Borrower further agrees with the LC Issuersand the Lenders that the LC Issuers and the Lenders shall not be responsiblefor, and the Borrower’s Reimbursement Obligation in respect of any Facility LCshall not be affected by, among other things, (i) the validity or genuinenessof documents or of any endorsements thereon, even if such documents should infact prove to be in any or all respects invalid, fraudulent or forged, (ii) anydispute between or among the Borrower, any of its Affiliates, the beneficiaryof any Facility LC or any financing institution or other party to whom anyFacility LC may be transferred or (iii) any claims or defenses whatsoever ofthe Borrower or of any of its Affiliates against the beneficiary of anyFacility LC or any such transferee.  No LC Issuer shall be liable for anyerror, omission, interruption or delay in transmission, dispatch or delivery ofany message or advice, however transmitted, in connection with any Facility LC. The Borrower agrees that any action taken or omitted by any LC Issuer or anyLender under or in connection with each Facility LC and the related drafts anddocuments, if done without gross negligence or willful misconduct, shall bebinding upon the Borrower and shall not put any LC Issuer or any Lender underany liability to the Borrower.  Nothing in this **Section 0** isintended to limit the right of the Borrower to make a claim against any LCIssuer for damages as contemplated by the proviso to the first sentence of **Section 2.18(f)**.

##### (h)              Actions of LC Issuer.  Each LC Issuer shall be entitled to rely,and shall be fully protected in relying, upon any Facility LC, draft, writing,resolution, notice, consent, certificate, affidavit, letter, cablegram,telegram, telecopy, telex or teletype message, statement, order or otherdocument believed by it to be genuine and correct and to have been signed, sentor made by the proper Person or Persons, and upon advice and statements oflegal counsel, independent accountants and other experts selected by such LCIssuer.  Each LC Issuer shall be fully justified in failing or refusing to takeany action under this Agreement unless it shall first have received such adviceor concurrence of the Required Lenders as it reasonably deems appropriate or itshall first be indemnified to its reasonable satisfaction by the Lendersagainst any and all liability and expense which may be incurred by it by reasonof taking or continuing to take any such action.  Notwithstanding any otherprovision of this **Section 2.18**, each LC Issuer shall in all casesbe fully protected in acting, or in refraining from acting, under thisAgreement in accordance with a request of the Required Lenders, and suchrequest and any action taken or failure to act pursuant thereto shall bebinding upon the Lenders and any future holders of a participation in anyFacility LC.

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##### (i)                Indemnification.  The Borrower hereby agrees to indemnify andhold harmless each Lender, each LC Issuer and the Administrative Agent, andtheir respective directors, officers, agents and employees from and against anyand all claims and damages, losses, liabilities, costs or expenses which suchLender, such LC Issuer or the Administrative Agent may incur (or which may beclaimed against such Lender, such LC Issuer or the Administrative Agent by anyPerson whatsoever) by reason of or in connection with the issuance, executionand delivery or transfer of or payment or failure to pay under any Facility LCor any actual or proposed use of any Facility LC, including any claims,damages, losses, liabilities, costs or expenses which such LC Issuer may incurby reason of or in connection with (i) the failure of any other Lender tofulfill or comply with its obligations to such LC Issuer hereunder (but nothingherein contained shall affect any rights the Borrower may have against anydefaulting Lender) or (ii) by reason of or on account of such LC Issuer issuingany Facility LC which specifies that the term “Beneficiary” included thereinincludes any successor by operation of law of the named Beneficiary, but whichFacility LC does not require that any drawing by any such successor Beneficiarybe accompanied by a copy of a legal document, satisfactory to such LC Issuer,evidencing the appointment of such successor Beneficiary; provided thatthe Borrower shall not be required to indemnify any Lender, any LC Issuer orthe Administrative Agent for any claims, damages, losses, liabilities, costs orexpenses to the extent, but only to the extent, caused by (x) the willfulmisconduct or gross negligence of such LC Issuer in determining whether arequest presented under any Facility LC complied with the terms of suchFacility LC or (y) such LC Issuer’s failure to pay under any Facility LC afterthe presentation to it of a request strictly complying with the terms andconditions of such Facility LC.  Nothing in this **Section 0** isintended to limit the obligations of the Borrower under any other provision ofthis Agreement.

##### (j)                Lenders’ Indemnification.  Each Lender shall, ratably inaccordance with its Pro Rata Share, indemnify each LC Issuer, its affiliatesand their respective directors, officers, agents and employees (to the extentnot reimbursed by the Borrower) against any cost, expense (including reasonablecounsel fees and disbursements), claim, demand, action, loss or liability(except such as result from such indemnitees’ gross negligence or willfulmisconduct or such LC Issuer’s failure to pay under any Facility LC after thepresentation to it of a request strictly complying with the terms andconditions of the Facility LC) that such indemnitees may suffer or incur inconnection with this **Section 2.18** or any action taken or omitted bysuch indemnitees hereunder.

##### (k)              Facility LC Collateral Account.  The Borrower agrees that itwill, upon the request of the Administrative Agent or the Required Lenders whena Default exists and until the final expiration date of any Facility LC andthereafter as long as any amount is payable to any LC Issuer or the Lenders inrespect of any Facility LC, maintain a special collateral account pursuant toarrangements satisfactory to the Administrative Agent (the “Facility LCCollateral Account”) at the Administrative Agent’s office at the addressspecified pursuant to **Article 0**, in the name of such Borrower butunder the sole dominion and control of the Administrative Agent, for thebenefit of the Lenders and in which such Borrower shall have no interest otherthan as set forth in **Section 8.1**.  The Borrower hereby pledges,assigns and grants to the Administrative Agent, on behalf of and for theratable benefit of the Lenders and the LC Issuers, a security interest in allof the Borrower’s right, title and interest in and to all funds which may fromtime to time be on deposit in the Facility LC Collateral Account to secure theprompt and complete payment and performance of the Obligations (it beingunderstood that the Borrower shall have no obligation, and the AdministrativeAgent shall have no right, to deposit any funds into the Facility LC CollateralAccount except during the existence of a Default).  The Administrative Agent willinvest any funds on deposit from time to time in the Facility LC CollateralAccount in certificates of deposit of Wachovia having a maturity not exceedingthirty (30) days.  Nothing in this **Section 2.18(k)** shall eitherrequire the Borrower to deposit any funds in the Facility LC Collateral Accountor obligate the Administrative Agent to require the Borrower to deposit anyfunds in the Facility LC Collateral Account or limit the right of theAdministrative Agent to release any funds held in the Facility LC CollateralAccount, in each case other than as required by **Section 8.1**.

##### (l)                Rights as a Lender.  In its capacity as a Lender, each LC Issuershall have the same rights and obligations as any other Lender.

### 2.19         Replacement of Lender

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.  If the Borrower is required pursuant to **Sections 3.1**,**3.2** or **3.5** to make any additional payment to any Lender or if anyLender’s obligation to make or continue, or to convert Floating Rate Advancesinto, Eurodollar Advances shall be suspended pursuant to **Section 3.3**(any Lender so affected an “Affected Lender”), the Borrower may elect,if such amounts continue to be charged or such suspension is still effective,to replace such Affected Lender as a Lender party to this Agreement, providedthat no Default or Unmatured Default shall have occurred and be continuing atthe time of such replacement, and providedfurther that,concurrently with such replacement, (i) another bank or other entity which isreasonably satisfactory to the Borrower and the Administrative Agent shallagree, as of such date, to purchase for cash the Advances and other Obligations(excluding the amounts payable by the Borrower pursuant to **clause (ii)**of this proviso) due to the Affected Lender pursuant to an assignmentsubstantially in the form of **Exhibit C** and to become a Lender forall purposes under this Agreement and to assume all obligations of the AffectedLender to be terminated as of such date and to comply with the requirements of **Section 12.3**applicable to assignments, and (ii) the Borrower shall pay to such AffectedLender in same day funds on the day of such replacement (A) all interest, feesand other amounts then accrued but unpaid to such Affected Lender by theBorrower hereunder to and including the date of termination, including paymentsdue to such 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 tosuch Lender on the day of such replacement under **Section 3.4** hadthe Loans of such Affected Lender been prepaid on such date rather than sold tothe replacement Lender.

### 2.20         Increase in Commitments

.  

##### (a)               The Borrower shall have the right at any time and from time to timeafter the Closing Date and prior to the date that is thirty (30) days prior tothe Facility Termination Date to increase the Aggregate Commitment (each suchproposed increased being a “Commitment Increase”), either by having aLender increase its Commitment then in effect (each an “Increasing Lender”)or by adding as a Lender with a new Commitment hereunder a Person which is notthen a Lender (each an “Assuming Lender”), in each case with theapproval of the Administrative Agent (such approval not to be unreasonablywithheld), which notice shall specify the name of each Increasing Lender and/orAssuming Lender, as applicable, the amount of the Commitment Increase and theportion thereof being assumed by each such Increasing Lender or AssumingLender, and the date on which such increase is to be effective (the “CommitmentIncrease Date”), which shall be a Business Day at least three (3) BusinessDays after delivery of such notice; provided that no Lender shall haveany obligation hereunder to become an Increasing Lender and any election to doso shall be in the sole discretion of each Lender; providedfurtherthat: (i) any such request for a Commitment Increase shall be in a minimumamount of $25,000,000 or a higher integral multiple of $1,000,000; (ii)immediately after giving effect to any Commitment Increase, the AggregateCommitment shall not exceed $450,000,000; (iii) no Default or Unmatured Defaultshall have occurred and be continuing on the applicable Commitment IncreaseDate or shall result from any Commitment Increase; and (iv) the representationsand warranties contained in **Article ****5** (other than in **Section****5.5**) shall be true on and as of the Commitment Increase Dateas if made on and as of such date (or, if any such representation and warrantyis expressly stated to have been made as of a specified date, as of such specificdate).

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##### (b)              Each Commitment Increase (and the increase of the Commitment of eachIncreasing Lender and/or the new Commitment of each Assuming Lender, asapplicable, resulting therefrom) shall become effective as of the CommitmentIncrease Date; provided that: (i) the Administrative Agent shall havereceived on or prior to 10:00 a.m. on such Commitment Increase Date acertificate of an Authorized Officer stating that each of the applicableconditions to such Commitment Increase set forth in **Section****2.20(a)******has been satisfied and attaching the resolutions adopted by the Borrowerapproving or consenting to such Commitment Increase; (ii) with respect to eachAssuming Lender, the Administrative Agent shall have received, on or prior to10:00 a.m. on such Commitment Increase Date, a Joinder Agreement among theAssuming Lender, the Borrower and the Administrative Agent; and (iii) eachIncreasing Lender shall have delivered to the Administrative Agent, on or priorto 10:00 a.m. on such Commitment Increase Date, confirmation in writingsatisfactory to the Administrative Agent as to its increased Commitment, with acopy of such confirmation to the Borrower.

##### (c)               On each Commitment Increase Date upon such time as the applicableconditions set forth in **Section****2.20(a)******and **0** havebeen satisfied, the Borrower shall (i) prepay the then outstanding Advances (ifany) in full prior to giving effect to such Commitment Increase, (ii) if theBorrower shall so request, request new Advances from the Lenders (including anyAssuming Lender) in an aggregate amount at least equal to such prepayment, sothat, after giving effect thereto, the Advances are held ratably by the Lendersin accordance with their respective Commitments (after giving effect to suchCommitment Increase) and (iii) pay to the Lenders any funding indemnificationamounts required by **Section****3.4**.

### 2.21         Extension of Facility Termination Date

.  

##### (a)               So long as no Unmatured Default or Default has occurred and iscontinuing and subject to the conditions set forth in **Section 2.21(c)**,the Borrower may, no earlier than sixty (60) days and no later than thirty (30)days prior to each anniversary of the Closing Date (such anniversary, an “ExtensionDate”) request through written notice to the Administrative Agent (the “ExtensionNotice”), that the Lenders extend the then existing Facility TerminationDate for an additional one-year period.  Each Lender, acting in its solediscretion, shall, by notice to the Administrative Agent no later than theapplicable Extension Date (except in the year in which the then existingFacility Termination Date shall occur, in which case such written notice shallbe delivered by the Lenders no later than fifteen (15) days prior to the thenexisting Facility Termination Date) (such date, the “Consent Date”),advise the Administrative Agent in writing of its desire to extend (any suchLender, a “Consenting Lender”) or not to so extend (any such Lender, a “Non-ConsentingLender”) such date.  Any Lender that does not advise the AdministrativeAgent by the Consent Date shall be deemed to be a Non-Consenting Lender.  NoLender shall be under any obligation or commitment to extend the then existingFacility Termination Date.  The election of any Lender to agree to suchextension shall not obligate any other Lender to agree to such extension.

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##### (b)              If Lenders holding Commitments that aggregate more than 50% of theAggregate Commitments on the Consent Date shall have agreed to such extension,then the then existing Facility Termination Date applicable to the ConsentingLenders shall be extended to the date that is one (1) year after the thenexisting Facility Termination Date.  All Advances of each Non-Consenting Lendershall be subject to the then existing Facility Termination Date, without givingeffect to such extension (such date, the “Prior Termination Date”).  Inthe event of an extension of the then existing Facility Termination Datepursuant to this **Section 2.21**, the Borrower shall have the right, at itsown expense, to solicit commitments from existing Lenders and/or other banks orfinancial institutions reasonably acceptable to the Administrative Agent andthe LC Issuing Bank (each, an “Eligible Replacement Lender”) to replacethe Commitment of any Non-Consenting Lenders for the remaining duration of thisAgreement.  Any Eligible Replacement Lender (if not already a Lender hereunder)shall become a party to this Agreement as a Lender by delivering an executedJoinder Agreement to the Administrative Agent and the Borrower.  The Commitmentof each Non-Consenting Lender shall terminate on the Prior Termination Date,all Advances and other amounts payable hereunder to such Non-Consenting Lendersshall be subject to the Prior Termination Date and, to the extent suchNon-Consenting Lender’s Commitment is not replaced as provided above, theCommitments hereunder shall be reduced by the amount of the Commitment of eachsuch Non-Consenting Lender so terminated on the Prior Termination Date.  Notwithstandinganything to the contrary in this **Section 2.21**, the Facility TerminationDate shall not be extended unless the aggregate Commitments of the ConsentingLenders and any Eligible Replacement Lenders joining this Agreement pursuant tothis **Section 0** are greater than or equal to the Aggregate OutstandingCredit Exposure as of each Prior Termination Date.

##### (c)               An extension of the Facility Termination Date pursuant to this **Section2.21** shall only become effective upon the receipt by the AdministrativeAgent of a certificate (the statements contained in which shall be true) of aduly authorized officer of the Borrower stating that both before and aftergiving effect to such extension of the Facility Termination Date (i) no Eventof Default has occurred and is continuing and (ii) all representations andwarranties contained in **Article 5****are true and correct in allmaterial respects on and as of the date such extension is made, except for suchrepresentations or warranties which by their terms are made as of a specifieddate, which shall be true and correct as of such specified date.

##### (d)              Effective on and after the Prior Termination Date, (i) each of theNon-Consenting Lenders shall be automatically released from their respective LCObligations and (ii) the LC Obligations of each Lender (other than theNon-Consenting Lenders) shall be automatically adjusted to equal such Lender’sPro Rata Share of such LC Obligations.

# ARTICLE 3 

## YIELD PROTECTION; TAXES

### 3.1             Yield Protection

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.  If, on or after the Closing Date, the adoption of anylaw or any governmental or quasi governmental rule, regulation, policy, guidelineor directive (whether or not having the force of law), or any change in theinterpretation or administration thereof by any governmental orquasi-governmental authority, central bank or comparable agency charged withthe interpretation or administration thereof, or compliance by any Lender orapplicable Lending Installation or any LC Issuer with any request or directive(whether or not having the force of law) of any such authority, central bank orcomparable agency:

###### (i)                subjects any Lender or any applicable Lending Installation or any LCIssuer to any Taxes, or changes the basis of taxation of payments (other thanwith respect to Excluded Taxes or to any increased costs from taxes which willbe governed exclusively by **Section 3.5**) to any Lender or any LC Issuerin respect of its Eurodollar Advances, LIBOR Market Index Rate Advances,Facility LCs or participations therein, 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 or any LC Issuer (other than reserves andassessments taken into account in determining the interest rate applicable toEurodollar Advances), or

###### (iii)            imposes any other condition the result of which is to increase the costto any Lender (or any applicable Lending Installation), the Swingline Lender orany LC Issuer of making, funding or maintaining its Eurodollar Advances orLIBOR Market Index Rate Advances, or of issuing and participating in anySwingline Loan or Facility LC, or reduces any amount receivable by any Lender(or any applicable Lending Installation), the Swingline Lender or any LC Issuerin connection with its Eurodollar Advances, LIBOR Market Index Rate Advances,Facility LCs or participations therein, or requires any Lender (or anyapplicable Lending Installation), Swingline Lender or any LC Issuer to make anypayment calculated by reference to the amount of Eurodollar Advances, LIBORMarket Index Rate Advances, Facility LCs or participations therein, held orinterest received by it, by an amount deemed material by such Lender, SwinglineLender or LC Issuer, as the case may be,

and the result of any of theforegoing is to increase the cost to such Lender or applicable LendingInstallation, Swingline Lender or such LC Issuer, as the case may be, of makingor maintaining its Eurodollar Advances or LIBOR Market Index Rate Advances, orof issuing or participating in Swingline Loans or Facility LCs, or to reducethe return received by such Lender or applicable Lending Installation,Swingline Lender or such LC Issuer, as the case may be, in connection with suchEurodollar Advances, LIBOR Market Index Rate Advances, Facility LCs orparticipations therein, then, within fifteen (15) days of demand by suchLender, Swingline Lender or LC Issuer, as the case may be, the Borrower shallpay such Lender, Swingline Lender or LC Issuer, as the case may be, suchadditional amount or amounts as will compensate such Lender, Swingline Lenderor LC Issuer for such increased cost or reduction in amount received.

### 3.2             Changes in Capital Adequacy Regulations

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.  If a Lender, Swingline Lender or any LC Issuerdetermines the amount of capital required or expected to be maintained by suchLender, Swingline Lender or such LC Issuer, any Lending Installation of suchLender, Swingline Lender or such LC Issuer, or any corporation controlling suchLender, Swingline Lender or such LC Issuer is increased as a result of aChange, then, within fifteen (15) days of demand by such Lender, SwinglineLender or such LC Issuer, the Borrower shall pay such Lender, Swingline Lenderor such LC Issuer the amount necessary to compensate for any shortfall in the rateof return on the portion of such increased capital which such Lender, SwinglineLender or such LC Issuer determines is attributable to this Agreement, itsOutstanding Credit Exposure or its Commitment to make Loans and issue orparticipate in Swingline Loans and Facility LCs, as the case may be, hereunder(after taking into account such Lender’s, Swingline Lender’s or LC Issuer’spolicies as to capital adequacy).  “Change” means (i) any change afterthe Closing Date in the Risk-Based Capital Guidelines, or (ii) any adoption ofor change in any other law, governmental or quasi governmental rule,regulation, policy, guideline, interpretation, or directive (whether or nothaving the force of law) after the Closing Date which affects the amount ofcapital required or expected to be maintained by any Lender, Swingline Lenderor any LC Issuer or any Lending Installation or any corporation controlling anyLender, Swingline Lender or any LC Issuer.  “Risk-Based Capital Guidelines”means (i) the risk based capital guidelines in effect in the United States onthe Closing Date, including transition rules, and (ii) the correspondingcapital regulations promulgated by regulatory authorities outside the UnitedStates implementing the July 1988 report of the Basle Committee on BankingRegulation and Supervisory Practices Entitled “International Convergence ofCapital Measurements and Capital Standards,” including transition rules, andany amendments to such regulations adopted prior to the Closing Date.

### 3.3             Availability of Types of Advances

.  If any Lender determines that maintenance of itsEurodollar Advances at a suitable Lending Installation would violate anyapplicable law, rule, regulation, or directive, whether or not having the forceof law, or if the Required Lenders determine that (i) deposits of a type andmaturity appropriate to match fund Eurodollar Advances are not available or(ii) the interest rate applicable to Eurodollar Advances does not accuratelyreflect the cost of making or maintaining Eurodollar Advances, then theAdministrative Agent shall suspend the availability of Eurodollar Advances andrequire any affected Eurodollar Advances to be repaid or converted to FloatingRate Advances, subject to the payment of any funding indemnification amountsrequired by **Section 3.4**.

### 3.4             Funding Indemnification

.  If any payment of a Eurodollar Advance occurs on adate which is not the last day of the applicable Interest Period, whetherbecause of acceleration, prepayment or otherwise, or a Eurodollar Advance isnot made on the date specified by the Borrower for any reason other thandefault by the Lenders, the Borrower will indemnify each Lender for any loss orcost incurred by it resulting therefrom, including any loss or cost inliquidating or employing deposits acquired to fund or maintain such EurodollarAdvance.

### 3.5             Taxes.

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##### (a)               All payments by the Borrower to or for the account of any Lender, any LCIssuer or the Administrative Agent hereunder or under any Note shall be madefree and clear of and without deduction for any and all Taxes.  If the Borrowershall be required by law to deduct any Taxes from or in respect of any sumpayable hereunder to any Lender, any LC Issuer or the Administrative Agent, (a)the sum payable shall be increased as necessary so that after making allrequired deductions (including deductions applicable to additional sums payableunder this **Section 3.5**) such Lender, such LC Issuer or theAdministrative Agent (as the case may be) receives an amount equal to the sumit would have received had no such deductions been made, (b) the Borrower shallmake such deductions, (c) the Borrower shall pay the full amount deducted tothe relevant authority in accordance with applicable law and (d) the Borrowershall furnish to the Administrative Agent the original copy of a receiptevidencing payment thereof within thirty (30) days after such payment is 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**.

##### (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 anexemption from or reduction of withholding tax under the law of the jurisdictionin which the Borrower is resident for tax purposes, or any treaty to which suchjurisdiction is a party, with respect to payments hereunder or under any other LoanDocument 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.

##### Without limiting the generality of the foregoing, in the event that theBorrower is resident for tax purposes in the United States of America, any Non-U.S.Lender shall deliver to the Borrower and the Administrative Agent (in suchnumber of copies as shall be requested by the recipient) on or prior to the dateon which such Non−U.S. Lender becomes a Lender under this Agreement (andfrom time to time thereafter upon the request of the Borrower or theAdministrative Agent, but only if such Non−U.S. Lender is legallyentitled to do so), whichever of the following is applicable:

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###### (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 0 - (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-percent shareholder”(within the meaning of section 871(h)(3)(B) of the Code) of the Borrower (orany Affiliate thereof) and (C) a “controlled foreign corporation” related tothe Borrower or any Affiliate thereof (within the meaning of section 864(d)(4)of the Code), and such Non-U.S. Lender agrees that it shall promptly notify theBorrower in the event any of the above representations are no longer accurateand (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.

##### (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 ofwithholding tax with respect to payments under this Agreement or any Notepursuant to the law of any relevant jurisdiction or any treaty shall deliver tothe Borrower (with a copy to the Administrative Agent), at the time or timesprescribed by applicable law, such properly completed and executed documentationprescribed by applicable law as will permit such payments to be made withoutwithholding or at a reduced rate.

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##### (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 0**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 nototherwise be disadvantageous to such Lender or the Administrative Agent. 

##### (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 such notice within 180days after it obtains actual knowledge of such event (or, in the exercise ofordinary due diligence, should  have obtained actual knowledge thereof), suchLender 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

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.  To the extent reasonably possible, each Lender shalldesignate an alternate Lending Installation with respect to its EurodollarAdvances to reduce any liability of the Borrower to such Lender under **Sections 3.1**,**3.2** and **3.5** or to avoid the unavailability of Eurodollar Advancesunder **Section 3.3**, so long as such designation is not, in thejudgment of such Lender, disadvantageous to such Lender.  Each Lender shalldeliver a written statement of such Lender to the Borrower (with a copy to theAdministrative Agent) as to the amount due, if any, under **Sections 3.1**,**3.2**, **3.4** or **3.5**.  Such written statement shall set forthin reasonable detail the calculations upon which such Lender determined suchamount and shall be final, conclusive and binding on the Borrower in theabsence of manifest error.  Determination of amounts payable under suchSections in connection with a Eurodollar Advance shall be calculated as thougheach Lender funded its Eurodollar Advance through the purchase of a deposit ofthe type and maturity corresponding to the deposit used as a reference indetermining the Eurodollar Rate applicable to such Revolving Loan, whether infact that is the case or not.  Unless otherwise provided herein, the amountspecified in the written statement of any Lender shall be payable on demandafter receipt by the Borrower of such written statement.  The obligations ofthe Borrower under **Sections 3.1**, **3.2**, **3.4** and **3.5**shall survive payment of the Obligations and termination of this Agreement.

# ARTICLE4 

## CONDITIONS PRECEDENT

### 4.1             Initial Credit Extension

.  The Lenders and the LC Issuers shall not be requiredto make an initial Credit Extension hereunder unless the Borrower has furnishedto the Administrative Agent sufficient copies for 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.

###### (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, stating that on theinitial Credit Extension Date no Default or Unmatured Default has occurred andis continuing.

###### (v)              A written opinion of the Borrower’s counsel, addressed to theAdministrative Agent, the Lenders, and the LC Issuers, dated as of the ClosingDate, in substantially the form of **Exhibit A**.

###### (vi)            Any Notes requested by a Lender pursuant to **Section 0**payable to the order of each such requesting Lender.

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

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

### 4.2             Each Credit Extension

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.  The obligation of each Lender to make any CreditExtension hereunder, including the initial Credit Extension (but excludingRevolving Loans made for the purpose of repaying Refunded Swingline Loanspursuant to **Section 0** or for the purpose of paying unpaid reimbursement obligationsof the Borrower pursuant to **Section 0**), is subject to the satisfactionof the following conditions precedent on the applicable Credit Extension Date:

###### (i)                No Default or Unmatured Default exists.

###### (ii)              The representations and warranties contained in **Article 5**(other than, after the Closing Date, in **Section 5.5**) are true andcorrect as of such Credit Extension 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.

###### (iii)            All legal matters incident to the making of such Credit Extension shallbe satisfactory to the Lenders and their counsel.

Each Borrowing Notice, Swingline Borrowing Notice orrequest for issuance of a Facility LC with respect to each such CreditExtension shall constitute a representation and warranty by the Borrower thatthe conditions contained in **Sections 4.2(i)** and **(ii)** havebeen satisfied.  Any Lender may require a duly completed compliance certificatein substantially the form of **Exhibit B** as a condition to making aCredit Extension.

# ARTICLE5 

## REPRESENTATIONS AND WARRANTIES

The Borrower represents and warrants to the Lenders that:

### 5.1             Existence and Standing

.  Each of the Borrower and its Subsidiaries is acorporation, partnership (in the case of Subsidiaries only) or limitedliability company duly and properly incorporated or organized, as the case maybe, validly existing and (to the extent such concept applies to such entity) ingood standing under the laws of its jurisdiction of incorporation ororganization and has all requisite authority to conduct its business in eachjurisdiction in which its business is conducted, except to the extent thatfailure to do so could not reasonably be expected to have a Material AdverseEffect.

### 5.2             Authorization and Validity

.  The Borrower has the power and authority and legalright to execute and deliver the Loan Documents and to perform its obligationsthereunder.  The execution and delivery by the Borrower of the Loan Documentsand the performance of its obligations thereunder have been duly authorized byproper corporate proceedings, and the Loan Documents constitute legal, validand binding obligations of the Borrower enforceable against the Borrower inaccordance with their terms, except as enforceability may be limited bybankruptcy, insolvency or similar laws affecting the enforcement of creditors’rights generally.

### 5.3             No Conflict; Government Consent

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.  Neither the execution and delivery by the Borrower ofthe Loan Documents, nor the consummation of the transactions thereincontemplated, nor compliance with the provisions thereof will violate, exceptto the extent that such violation, alone or in the aggregate, could not reasonablybe expected to have a Material Adverse Effect, (i) any law, rule, regulation,order, writ, judgment, injunction, decree or award binding on the Borrower orany of its Subsidiaries or (ii) the Borrower’s or any Subsidiary’s articles orcertificate of incorporation, partnership agreement, certificate ofpartnership, articles or certificate of organization, bylaws, or operating orother management agreement, as the case may be, or (iii) the provisions of anyindenture, instrument or agreement to which the Borrower or any of itsSubsidiaries is a party or is subject, or by which it, or its Property, isbound, or conflict with or constitute a default thereunder, or result in, orrequire, the creation or imposition of any Lien in, of or on the Property of theBorrower or a Subsidiary pursuant to the terms of any such indenture,instrument or agreement.  No order, consent, adjudication, approval, license,authorization, or validation of, or filing, recording or registration with, orexemption by, or other action in respect of any governmental or public body orauthority, or any subdivision thereof, which has not been obtained by theBorrower or any of its Subsidiaries, is required to be obtained by the Borroweror any of its Subsidiaries in connection with the execution and delivery of theLoan Documents, the borrowings under this Agreement, the payment andperformance by the Borrower of the Obligations or the legality, validity,binding effect or enforceability of any of the Loan Documents.

### 5.4             Financial Statements

.  The December 31, 2006 consolidated financialstatements of the Borrower and its Subsidiaries heretofore delivered to theLenders were prepared in accordance with the Agreement Accounting Principles ineffect on the date such statements were prepared and fairly present theconsolidated financial condition and operations of the Borrower and itsSubsidiaries at such date and the consolidated results of their operations forthe period then ended.

### 5.5             Material Adverse Change

.  Since December 31, 2006, there has been no change inthe business, Property, condition (financial or otherwise) or results ofoperations of the Borrower and its Subsidiaries which could reasonably beexpected to have a Material Adverse Effect.

### 5.6             Taxes

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.  The Borrower and its Subsidiaries have filed allmaterial United States federal tax returns and all other tax returns which arerequired to be filed and have paid all taxes due pursuant to said returns orpursuant to any assessment received by the Borrower or any of its Subsidiaries,except such taxes, if any, as are being contested in good faith and as to whichadequate reserves have been provided in accordance with Agreement AccountingPrinciples.  No tax liens have been filed and no claims are being asserted withrespect to any such taxes claimed to be due and payable that would, ifadversely determined, have a Material Adverse Effect.  The charges, accrualsand reserves for taxes on the books of the Borrower and its Subsidiaries (tothe extent in excess of $5,000,000) are adequate under Agreement AccountingPrinciples.  Notwithstanding any provision in this Agreement to the contrary,the only representations and warranties made by the Borrower with respect tomatters relating to taxes shall be the representations and warranties set forthin this **Section**Error! Reference source not found., and this Agreementshall not be interpreted in any manner that is contrary hereto.

### 5.7             Litigation and Contingent Obligations

.  Except as set forth in the most recent consolidated financialstatements provided to the Administrative Agent pursuant to **Section 5.4**or **Section 6.1**, respectively, 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 anyCredit Extensions.  Other than any liability incident to any litigation,arbitration or proceeding, which, if decided adversely, would not reasonably beexpected to have a Material Adverse Effect, the Borrower has no materialcontingent liabilities or obligations not provided for or disclosed in the mostrecent consolidated financial statements provided to the Administrative Agentpursuant to **Section 5.4** or **Section 6.1**, respectively.

### 5.8             Subsidiaries

.  **Schedule 5.8** contains an accurate list ofall Subsidiaries of the Borrower as of the Closing Date, setting forth theirrespective jurisdictions of organization and the percentage of their respectivecapital stock or other ownership interests owned by the Borrower or otherSubsidiaries.  All of the issued and outstanding shares of capital stock orother ownership interests of such Subsidiaries have been (to the extent suchconcepts are relevant with respect to such ownership interests) duly authorizedand issued and are fully paid and nonassessable.

### 5.9             ERISA

.  The Unfunded Liabilities of all Single Employer Plansdo not in the aggregate exceed $75,000,000.  Neither the Borrower nor any othermember of the Controlled Group has incurred, or is reasonably expected to incur,any withdrawal 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

.  No information, exhibit or report furnished by theBorrower or any of its Subsidiaries to the Administrative Agent, the Joint LeadArrangers or to any Lender in connection with the negotiation of, or compliancewith, the Loan Documents contained any material misstatement of fact or omittedto state a material fact or any fact necessary to make the statements containedtherein not misleading.

### 5.11         Regulation U

.  Margin stock (as defined in Regulation U) constitutesless than 25% of the value of those assets of the Borrower and its Subsidiarieswhich are subject to any limitation on sale, pledge, or other restrictionhereunder.

### 5.12         Material Agreements

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.  Except as set forth in **Schedule 5.12**,neither the Borrower nor any Subsidiary is a party to any agreement orinstrument or subject to any charter or other corporate restriction (a) whicheither prohibits or restricts the ability of any Subsidiary of Borrower todeclare or pay dividends to the Borrower, or (b) which could reasonably beexpected to have a Material Adverse Effect.  Neither the Borrower nor anySubsidiary is in default in the performance, observance or fulfillment of anyof the obligations, covenants or conditions contained in (i) any agreement towhich it is a party, which default could reasonably be expected to have aMaterial Adverse Effect or (ii) any agreement or instrument evidencing orgoverning Material Indebtedness, which default could reasonably be expected tohave a Material Adverse Effect.

### 5.13         Compliance With Laws

.  The Borrower and its Subsidiaries have complied withall applicable statutes, rules, regulations, orders and restrictions of anydomestic or foreign government or any instrumentality or agency thereof havingjurisdiction over the conduct of their respective businesses or the ownershipof their respective Property except for any failure to comply with any of theforegoing which could not reasonably be expected to have a Material AdverseEffect.

### 5.14         Ownership of Properties

.  Except as set forth on **Schedule 5.14**, asof the Closing Date, the Borrower and its Subsidiaries will have good title,free of all Liens other than those permitted by **Section 6.11**, toall of the Property and assets reflected in the Borrower’s most recentconsolidated financial statements provided to the Administrative Agent as ownedby the Borrower and its Subsidiaries.

### 5.15         Plan Assets; Prohibited Transactions

.  The Borrower is not an entity deemed to hold “planassets” within the meaning of 29 C.F.R. § 2510.3-101 of an employeebenefit plan (as defined in Section 3(3) of ERISA) which is subject to Title Iof ERISA or any plan (within the meaning of Section 4975 of the Code), andneither the execution of this Agreement nor the making of Credit Extensionshereunder gives rise to a prohibited transaction within the meaning of Section406 of ERISA or Section 4975 of the Code.

### 5.16         Environmental Matters

.  In the ordinary course of its business, the Borrowerconsiders the effect of Environmental Laws on the business of the Borrower andits Subsidiaries, in the course of which it identifies and evaluates potentialrisks and liabilities accruing to the Borrower due to Environmental Laws.  Onthe basis of this consideration, the Borrower has concluded that the potentialrisks and liabilities accruing to the Borrower due to Environmental Laws couldnot reasonably 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.

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### 5.17         Investment Company Act

.  The Borrower is not an “investment company” or acompany “controlled” by an “investment company”, within the meaning of theInvestment 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 6 

## COVENANTS

During the term of this Agreement, unless the RequiredLenders shall otherwise consent in writing:

### 6.1             Financial Reporting

.  The Borrower will maintain, for itself and eachSubsidiary, a system of accounting established and administered in accordancewith the Agreement Accounting Principles, and furnish to the AdministrativeAgent in sufficient copies for each of the Lenders:

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###### (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 forqualifications relating to changes in Agreement Accounting Principles orpractices reflecting changes in Agreement Accounting Principles and required orapproved by the Borrower’s independent certified public accountants) auditreport certified by independent certified public accountants reasonablyacceptable to the Lenders, prepared in accordance with the Agreement AccountingPrinciples on a consolidated and consolidating basis (consolidating statementsneed not be certified by such accountants) for itself and its Subsidiaries,including balance sheets as of the end of such period, related profit and lossand reconciliation of surplus statements, and a statement of cash flows. Delivery by the Borrower to the Administrative Agent of copies of the Parent’sAnnual Report on Form 10-K filed with the Securities and Exchange Commissionfor any year shall satisfy the Borrower’s obligation under this **clause (i)**with respect to such year.

###### (ii)              Within sixty (60) days after the close of the first three quarterlyperiod 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 the **clause (ii)** with respect to such quarter.

###### (iii)            Together with the financial statements required under **Sections 0**and **(ii)**, (A) a compliance certificate in substantially the form of **Exhibit B**signed by an Authorized Officer showing the calculations necessary to determinecompliance with this Agreement and stating that no Default or Unmatured Defaultexists, or if any Default or Unmatured Default exists, stating the nature andstatus thereof and (B) a calculation of the Indebtedness secured by Lienspermitted under **Section****0******in such form as is reasonablysatisfactory to the Administrative Agent.

###### (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 the shareholders of theBorrower, copies of 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.

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### 6.2             Use of Proceeds

.  The Borrower will, and will cause each Subsidiary to,use the proceeds of the Credit Extensions for general corporate purposes andcommercial paper back-up.  

### 6.3             Notice of Default, etc.

  The Borrower will, and will cause each Subsidiary to,give prompt notice in writing to the Lenders of the occurrence of (i) anyDefault or Unmatured Default and (ii) the commencement of or any ruling in anylitigation, or any other development, financial or otherwise, which couldreasonably be expected to have a Material Adverse Effect.

### 6.4             Conduct of Business

.  The Borrower will, and will cause each MaterialSubsidiary to, carry on and conduct its business in substantially the samemanner and in substantially the same fields of enterprise as it is presentlyconducted and do all things necessary to remain duly incorporated or organized,validly existing and (to the extent such concept applies to such entity) ingood standing as a domestic corporation, partnership or limited liabilitycompany in its jurisdiction of incorporation or organization, as the case maybe, and maintain all requisite authority to conduct its business in eachjurisdiction in which its business is conducted, except where the failure to doso could not reasonably be expected to have a Material Adverse Effect.

### 6.5             Taxes

.  The Borrower will, and will cause each Subsidiary to,timely file complete and correct United States federal and applicable foreign,state and local tax returns required by law and pay when due all taxes,assessments and governmental charges and levies upon it or its income, profitsor Property, except those which are being contested in good faith byappropriate proceedings and with respect to which adequate reserves have beenset aside in accordance with Agreement Accounting Principles.

### 6.6             Insurance

.  The Borrower will, and will cause each Subsidiary to,maintain with financially sound and reputable insurance companies insurance onall their Property in such amounts and covering such risks as is consistentwith sound business practice, and the Borrower will furnish to any Lender uponrequest full information as to the insurance carried.

### 6.7             Compliance with Laws

.  The Borrower will, and will cause each Subsidiary to,comply in all material respects with all laws, rules, regulations, orders,writs, judgments, injunctions, decrees or awards to which it may be subjectincluding all Environmental Laws.

### 6.8             Maintenance of Properties

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.  The Borrower will, and will cause each Subsidiary to,do all things necessary to maintain, preserve, protect and keep its Property ingood repair, working order and condition, and make all necessary and properrepairs, renewals and replacements so that its business carried on inconnection therewith may be properly conducted at all times.

### 6.9             Inspection

.  The Borrower will, and will cause each Subsidiary to,permit the Administrative Agent and the Lenders, by their respectiverepresentatives and agents, to inspect any of the Property, books and financialrecords of the Borrower and each Subsidiary, to examine and make copies of thebooks of accounts and other financial records of the Borrower and eachSubsidiary, and to discuss the affairs, finances and accounts of the Borrowerand each Subsidiary with, and to be advised as to the same by, their respectiveofficers at such reasonable times and intervals as the Administrative Agent orany Lender may designate.

### 6.10         Merger and Sale of Assets

.  Without the prior written consent of the RequiredLenders (such consent not to be unreasonably withheld), the Borrower will not,nor will it permit any Material Subsidiary to, merge or consolidate with orinto any other Person, or sell or otherwise dispose of all or substantially allof its Property to another Person except that (i) a Material Subsidiary maymerge into the Borrower or a Wholly-Owned Subsidiary, (ii) a MaterialSubsidiary may dispose of all or substantially all of its Property to theBorrower or a Wholly-Owned Subsidiary, or (iii) the Borrower or any Subsidiarymay sell, transfer, contribute, convey or dispose of accounts, generalintangibles and/or chattel paper (each as defined in Article 9 of the UniformCommercial Code) and associated collateral, lockbox and other collectionaccounts, records and/or proceeds in connection with a Permitted ReceivablesSecuritization.

### 6.11         Liens

.  The Borrower will not, nor will it permit any MaterialSubsidiary to, create, incur, or suffer to exist any Lien in, of or on theProperty of the Borrower or any 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;

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###### (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;

###### (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 is not 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 anyMaterial Subsidiary to provide collateral to the applicable depositoryinstitution, 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 **Section****6.11**; provided that such Indebtedness is not increased and isnot secured by any additional assets; and

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###### (xiii)        (A) Liens incurred by the Borrower or the Parent in connection with RateManagement Transactions entered into by either the Borrower or the Parent inthe ordinary course of business and not for speculation and in accordance withits established risk management policies, and (B) other Liens incurred by theBorrower or the Parent in the ordinary course of business, provided thatthe aggregate principal amount of the Indebtedness secured by the Lienspermitted under this **clause 0**shall not exceed $50,000,000 at any onetime outstanding.  The “principal amount” of the Indebtedness of the Borroweror the Parent in respect of any Rate Management Obligation at any time shall bethe maximum aggregate amount (giving effect to any netting agreements) that theBorrower or the Parent would be required to pay if such Rate ManagementObligation were terminated at such time of determination.

### 6.12         Leverage Ratio

.  The Borrower will not permit the ratio, determined asof the end of each of its fiscal quarters, of (i) Consolidated Indebtedness to(ii) Consolidated Total Capitalization to be greater than 0.65 to 1.0.

### 6.13         Investments and Acquisitions

.  Without the prior written consent of the RequiredLenders (such consent not to be unreasonably withheld), the Borrower will not,nor will it permit any Subsidiary to, make or suffer to exist any Investments(including loans and advances to, and other Investments in, Subsidiaries, orcommitments therefor, or to create any Subsidiary or to become or remain apartner in any partnership or joint venture), or to make any Acquisition of anyPerson, 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;

###### (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

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.  The Borrower will not, nor will it permit any MaterialSubsidiary to, become a party to any agreement prohibiting or restricting theability of such Material Subsidiary to declare or pay dividends to theBorrower, except as disclosed in **Schedule 5.12**, other thanprohibitions or restrictions in connection with a Permitted ReceivablesSecuritization.

### 6.15         Affiliates

.  The Borrower will not, and will not permit anySubsidiary to, enter into any transaction (including the purchase or sale ofany Property or service) with, or make any payment or transfer to, anyAffiliate that is not a Subsidiary except in the ordinary course of businessand pursuant to the reasonable requirements of the Borrower’s or suchSubsidiary’s business and upon fair and reasonable terms no less favorable tothe Borrower or such Subsidiary than the Borrower or such Subsidiary wouldobtain in a comparable arms-length transaction.

### 6.16         OFAC, PATRIOT Act Compliance

.  The Borrower will, and will cause each of itsSubsidiaries to, (i) refrain from doing business in a Sanctioned Countryor with a Sanctioned Person in violation of the economic sanctions of theUnited States administered by OFAC, and (ii) provide, to the extentcommercially reasonable, such information and take such actions as arereasonably requested by the Administrative Agent or any Lender in order toassist the Administrative Agent and the Lenders in maintaining compliance withthe PATRIOT Act.

# ARTICLE7 

## DEFAULTS

The occurrence of any one or more of the following eventsshall constitute a Default:

##### (a)               Any representation or warranty made (or deemed made pursuant to **Section 4.2**)by or on behalf of the Borrower or any of its Subsidiaries to the Lenders orthe Administrative Agent under or in connection with this Agreement, any CreditExtension, or any report, certificate, financial statement or other informationdelivered in connection with this Agreement or any other Loan Document shall befalse in any material respect when so made, deemed made or delivered.

##### (b)              Nonpayment of principal of any Loan when due; nonpayment of anyReimbursement Obligation within one Business Day after the same becomes due; ornonpayment of interest on any Loan, any fee payable by the Borrower hereunderor any other obligation under any of the Loan Documents within five (5) daysafter the same becomes due.

##### (c)               The breach by the Borrower of any of the terms or provisions of **Section0**, **6.3(i)** (and (i) in the case of failure to deliver notice of aDefault arising under **Section ****0**, five (5) days shall haveelapsed after an Authorized Officer obtained knowledge of such Default and (ii)in the case of failure to deliver notice of a Default arising under **Section ****7(e)**, twenty (20) days shall have elapsed after an Authorized Officerobtained knowledge of such Default), **6.10**,**6.11**, **6.12** or **6.13**.

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##### (d)              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 **Section 6.9** or **6.14** which is not remediedwithin five (5) days after written notice from the Administrative Agent or anyLender.

##### (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.

##### (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 orproceeding described 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.

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##### (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 in theaggregate $75,000,000 or any Reportable Event shall occur in connection withany Plan, or the Borrower or any other member of the Controlled Group shallhave been notified by the sponsor of a Multiemployer Plan that it has incurredwithdrawal liability to such Multiemployer Plan in an amount which, whenaggregated with all other amounts required to be paid to Multiemployer Plans bythe 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 or substanceinto the environment, or (ii) violate any Environmental Law, which, in the caseof an event described in **clause (i)** or **clause (ii)**, couldreasonably 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.

# ARTICLE8 

## ACCELERATION, WAIVERS, AMENDMENTS AND REMEDIES

### 8.1             Acceleration; Facility LC Collateral Account.

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##### (a)               If any Default described in **Sections ****7(g)******or **7(h)** occurs with respect to the Borrower, the obligations of the Lendersto make Loans hereunder and the obligation and power of the LC Issuers to issueFacility LCs shall automatically terminate and the Obligations shallimmediately become due and payable without any election or action on the partof the Administrative Agent, any LC Issuer or any Lender and the Borrower willbe and become thereby unconditionally obligated, without any further notice,act or demand, to pay to the Administrative Agent an amount in immediatelyavailable funds, which funds shall be held in the Facility LC CollateralAccount, equal to the difference of (x) the amount of LC Obligations at suchtime, less (y) the amount on deposit in the Facility LC Collateral Account atsuch time which is free and clear of all rights and claims of third parties andhas not been applied against the Obligations (such difference, the “CollateralShortfall Amount”).  If any other Default occurs, the Required Lenders (orthe Administrative Agent with the consent of the Required Lenders) may (a)terminate or suspend the obligations of the Lenders to make Loans hereunder andthe obligation and power of the LC Issuers to issue Facility LCs, or declarethe Obligations to be due and payable, or both, whereupon the Obligations shallbecome immediately due and payable, without presentment, demand, protest ornotice of any kind, all of which the Borrower hereby expressly waives, and (b)upon notice to the Borrower and in addition to the continuing right to demandpayment of all amounts payable under this Agreement, make demand on theBorrower to pay, and the Borrower will, forthwith upon such demand and withoutany further notice or act, pay to the Administrative Agent the CollateralShortfall Amount, which funds shall be deposited in the Facility LC CollateralAccount.

##### (b)              If at any time while any Default is continuing, the Administrative Agentdetermines that the Collateral Shortfall Amount at such time is greater thanzero, the Administrative Agent may make demand on the Borrower to pay, and theBorrower will, forthwith upon such demand and without any further notice oract, pay to the Administrative Agent the Collateral Shortfall Amount, whichfunds shall be deposited in the Facility LC Collateral Account.

##### (c)               The Administrative Agent may at any time or from time to time afterfunds are deposited in the Facility LC Collateral Account, apply such funds tothe payment of the Obligations and any other amounts as shall from time to timehave become due and payable by the Borrower to the Lenders or any LC Issuerunder the Loan Documents.

##### (d)              At any time while any Default is continuing, neither the Borrower norany Person claiming on behalf of or through the Borrower shall have any right towithdraw any of the funds held in the Facility LC Collateral Account.  Afterall of the Obligations have been indefeasibly paid in full and the AggregateCommitment has been terminated, any funds remaining in the Facility LCCollateral Account shall be returned by the Administrative Agent to theBorrower or paid to whomever may be legally entitled thereto at such time asordered by a court of competent jurisdiction.

##### (e)               If, within fourteen (14) days after acceleration of the maturity of theObligations or termination of the obligations of the Lenders to make Loans andthe obligation and power of the LC Issuers to issue Facility LCs hereunder as aresult of any Default (other than any Default as described in **Sections ****7(g)******or **7(h)** with respect to the Borrower) and before anyjudgment or decree for the payment of the Obligations due shall have beenobtained or entered, the Required Lenders (in their sole discretion) shall sodirect, the Administrative Agent shall, by notice to the Borrower, rescind andannul such acceleration and/or termination.

### 8.2             Amendments

.  Neither this Agreement or any other Loan Document norany provision hereof or thereof may be waived, amended or modified exceptpursuant to an agreement or agreements in writing entered into by the Borrowerand the Required Lenders (or by the Administrative Agent at the direction orwith the consent of the Required Lenders); provided, however,that no such agreement shall:

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###### (i)                unless agreed to by each Lender directly affected thereby,(i) reduce or forgive the principal amount of any Loan or ReimbursementObligation, reduce the rate of or forgive any interest thereon (providedthat only the consent of the Required Lenders shall be required to waive the applicabilityof any post-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), extend the time of payment of anyReimbursement Obligation or any interest thereon, extend the expiry date of anyFacility LC beyond the Facility LC Maturity Date, or extend the time of paymentof any fees hereunder, or (iii) increase any Commitment of any such Lenderover the amount thereof in effect or extend the maturity thereof;

###### (ii)              unless agreed to by all of the Lenders, (A) modify thedefinition of the term “Required Lenders”, or (B) change or waive anyprovision of **Section****11.2**, any other provision of this Agreementor any other Loan Document requiring pro rata treatment of any Lenders, or this**Section ****8.2**; and

###### (iii)            unless agreed to by the applicable LC Issuer, the Swingline Lender orthe Administrative Agent, no such agreement shall (A) amend, modify orotherwise affect the rights or duties of the Administrative Agent hereunderwithout the prior written consent of the Administrative Agent, (B) amend,modify or otherwise affect the rights or duties of the Swingline Lenderhereunder without the prior written consent of the Swingline Lender, or (C)amend, modify or otherwise affect the rights or duties of any LC Issuerhereunder without the prior written consent of such LC Issuer.

### 8.3             Preservation of Rights

.  No delay or omission of the Lenders, the SwinglineLender, the LC Issuers 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 a Credit Extensionnotwithstanding the existence of a Default or the inability of the Borrower tosatisfy the conditions precedent to such Credit Extension shall not constituteany waiver or acquiescence.  Any single or partial exercise of any such rightshall not preclude other or further exercise thereof or the exercise of anyother right, and no waiver, amendment or other variation of the terms,conditions or provisions of the Loan Documents whatsoever shall be valid unlessin writing signed by the Lenders required pursuant to **Section 8.2**,and then only to the extent specifically set forth in such writing.  Allremedies contained in the Loan Documents or by law afforded shall be cumulativeand all shall be available to the Administrative Agent, the LC Issuers, theSwingline Lender and the Lenders until the Obligations have been paid in full.

# ARTICLE9 

## GENERAL PROVISIONS

### 9.1             Survival of Representations

.  All representations and warranties of the Borrowercontained in this Agreement shall survive the making of the Credit Extensionsherein contemplated.

### 9.2             Governmental Regulation

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.  Anything contained in this Agreement to the contrarynotwithstanding, neither the LC Issuers, the Swingline Lender nor any Lendershall be obligated to extend credit to the Borrower in violation of anylimitation or prohibition provided by any applicable statute or regulation.

### 9.3             Headings

.  Section headings in the Loan Documents are forconvenience of reference only, and shall not govern the interpretation of anyof the provisions of the Loan Documents.

### 9.4             Entire Agreement

.  The Loan Documents embody the entire agreement andunderstanding among the Borrower, the Administrative Agent, the LC Issuers, theSwingline Lender and the Lenders and supersede all prior agreements andunderstandings among the Borrower, the Administrative Agent, the LC Issuers,the Swingline Lender and the Lenders relating to the subject matter thereofother than the Fee Letters.

### 9.5             Several Obligations; Benefits of this Agreement

.  The respective obligations of the Lenders hereunderare several and not joint and no Lender shall be the partner or agent of anyother (except to the extent to which the Administrative Agent is authorized toact as such).  The failure of any Lender to perform any of its obligationshereunder shall not relieve any other Lender from any of its obligationshereunder.  This Agreement shall not be construed so as to confer any right orbenefit upon any Person other than the parties to this Agreement and any Personindemnified under **Section 9.6** or any other provision of thisAgreement, and their respective successors and assigns, provided thatthe parties hereto expressly agree that each Joint Lead Arranger shall enjoythe benefits of the provisions of **Sections 9.6**, **9.10** and **10.11**to the extent specifically set forth therein and shall have the right toenforce such provisions on its own behalf and in its own name to the sameextent as if it were a party to this Agreement.

### 9.6             Expenses; Indemnification.

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##### (a)               The Borrower shall reimburse the Administrative Agent and each JointLead Arranger for any reasonable costs, internal charges and out-of-pocketexpenses (including reasonable attorneys’ fees and time charges of attorneysfor the Administrative Agent, which attorneys may be employees of theAdministrative Agent) paid or incurred by the Administrative Agent or suchJoint Lead Arranger in connection with the preparation, negotiation, execution,delivery, syndication, distribution (including via the internet), review,amendment, modification, and administration of the Loan Documents.  TheBorrower also agrees to reimburse the Administrative Agent, each Joint LeadArranger, each LC Issuer, the Swingline Lender and the Lenders for anyreasonable costs, internal charges and out-of-pocket expenses (includingreasonable attorneys’ fees and time charges of attorneys for the AdministrativeAgent, each Joint Lead Arranger, each LC Issuer, the Swingline Lender and theLenders, which attorneys may be employees of the Administrative Agent, a JointLead Arranger, an LC Issuer, the Swingline Lender or a Lender) paid or incurredby the Administrative Agent, either Joint Lead Arranger, any LC Issuer, theSwingline Lender 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 Wachovia 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 Wachovia from information furnished to itby or on behalf of the Borrower, after Wachovia has exercised its rights ofinspection pursuant to this Agreement. 

##### (b)              The Borrower hereby further agrees to indemnify the AdministrativeAgent, each Joint Lead Arranger, each LC Issuer, the Swingline Lender, eachLender, their respective Affiliates, and each of their partners, directors,officers, employees, agents and advisors (each such Person being called an “Indemnitee”)against all losses, claims, damages, penalties, judgments, liabilities andexpenses (including all expenses of litigation or preparation therefor whetheror not such Indemnitee is a party thereto) which any of them may pay or incurarising out of or relating to this Agreement, the other Loan Documents, thetransactions contemplated hereby or the direct or indirect application orproposed application of the proceeds of any Credit Extension hereunder exceptto the extent that they are determined in a final non-appealable judgment by acourt of competent jurisdiction to have resulted from the gross negligence orwillful misconduct of the party seeking indemnification.

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

### 9.7             Numbers of Documents

.  All statements, notices, closing documents, andrequests hereunder shall be furnished to the Administrative Agent withsufficient counterparts so that the Administrative Agent may furnish one toeach of the Lenders.

### 9.8             Accounting

.  Except as provided to the contrary herein, allaccounting terms used herein shall be interpreted and all accountingdeterminations hereunder shall be made in accordance with Agreement AccountingPrinciples.

### 9.9             Severability of Provisions

.  Any provision in any Loan Document that is held to beinoperative, unenforceable, or invalid in any jurisdiction shall, as to thatjurisdiction, be inoperative, unenforceable, or invalid without affecting theremaining provisions in that jurisdiction or the operation, enforceability, orvalidity of that provision in any other jurisdiction, and to this end theprovisions of all Loan Documents are declared to be severable.

### 9.10         Nonliability of Lenders

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.  The relationship between the Borrower on the one handand the Lenders, the Swingline Lender, the LC Issuers and the AdministrativeAgent on the other hand shall be solely that of borrower and lender.  None ofthe Administrative Agent, either Joint Lead Arranger, any LC Issuer, the SwinglineLender or any Lender shall have any fiduciary responsibilities to theBorrower.  None of the Administrative Agent, either Joint Lead Arranger, any LCIssuer, the Swingline Lender or any Lender undertakes any responsibility to theBorrower to review or inform the Borrower of any matter in connection with anyphase of the Borrower’s business or operations.  The Borrower agrees that noIndemnitee shall have liability to the Borrower (whether sounding in tort,contract or otherwise) for losses suffered by the Borrower in connection with,arising out of, or in any way related to, the transactions contemplated and therelationship established by the Loan Documents, or any act, omission or eventoccurring 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 **Section****9.10******shall survive the termination of this Agreement.

### 9.11         Confidentiality

.  Each Lender agrees to hold any confidential informationwhich it may receive from the Borrower pursuant to this Agreement inconfidence, except for disclosure (i) to its Affiliates and to other Lendersand their respective Affiliates, (ii) to legal counsel, accountants, and otherprofessional advisors to such Lender or to a Transferee, (iii) to regulatoryofficials having jurisdiction over such Lender or any of its Affiliates, (iv)as required by law, regulation, or legal process, (v) as required in connectionwith any legal proceeding to which such Lender is a party, (vi) to suchLender’s direct or indirect contractual counterparties in Rate ManagementTransactions or to legal counsel, accountants and other professional advisorsto such counterparties, (vii) permitted by **Section 12.4** and (viii)in connection with the exercise of rights or remedies hereunder or any actionor proceeding relating to this agreement.  In the case of any disclosurepursuant to **clause (i)**, **(ii)**, **(vi)** or **(vii)** above,each Person to whom such disclosure is made will be informed of theconfidential nature of such information and instructed to keep such informationconfidential.  In the case of any requested disclosure pursuant to **clause(iv)** or **(v)** above, the applicable Lender will give prompt notice ofthe request to the Borrower (unless prohibited by the terms of the applicablelaw, regulation, subpoena or other legal process or proceeding) so that theBorrower may endeavor to obtain a protective order or other assurance ofconfidential treatment.

### 9.12         Nonreliance

.  Each Lender hereby represents that it is not relyingon or looking to any margin stock (as defined in Regulation U of the Board ofGovernors of the Federal Reserve System) for the repayment of the CreditExtensions provided for herein.

### 9.13         Disclosure

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.  The Borrower and each Lender hereby acknowledge andagree that Wachovia and/or its Affiliates from time to time may holdinvestments in, make other loans to or have other relationships with theBorrower and its Affiliates.

### 9.14         PATRIOT Act Notice

.  Each Lender that is subject to the PATRIOT Act and theAdministrative Agent (for itself and not on behalf of any Lender) herebynotifies the Borrower that pursuant to the requirements of the PATRIOT Act, itis required to obtain, verify and record information that identifies theBorrower, which information includes the name and address of the Borrower andother information that will allow such Lender or the Administrative Agent, asapplicable, to identify the Borrower in accordance with the PATRIOT Act.  

### 9.15         Counterparts

.  This Agreement may be executed in any number ofcounterparts, all of which taken together shall constitute one agreement, andany of the parties hereto may execute this Agreement by signing any suchcounterpart.  This Agreement shall be effective when it has been executed bythe Borrower, the Administrative Agent, the LC Issuers, the Swingline Lenderand the Lenders as of the Closing Date and each party has notified theAdministrative Agent by facsimile transmission or telephone that it has takensuch action.

# ARTICLE10 

## THE ADMINISTRATIVE AGENT

### 10.1         Appointment; Nature of Relationship

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.  Wachovia Bank, National Association is herebyappointed by each of the Lenders as its contractual representative (hereinreferred to as the “Administrative Agent”) hereunder and under eachother Loan Document, and each of the Lenders (for purposes of this Article,references to Lenders shall also mean each LC Issuer and the Swingline Lender) irrevocablyauthorizes the Administrative Agent to act as the contractual representative ofsuch Lender with the rights and duties expressly set forth herein and in theother Loan Documents.  The Administrative Agent agrees to act as suchcontractual representative upon the express conditions contained in this **Article 10**.  Notwithstanding the use of thedefined term “Administrative Agent,” it is expressly understood andagreed that the Administrative Agent shall not have any fiduciaryresponsibilities to any Lender by reason of this Agreement or any other LoanDocument and that the Administrative Agent is merely acting as the contractualrepresentative of the Lenders with only those duties as are expressly set forthin this Agreement and the other Loan Documents.  In its capacity as theLenders’ contractual representative, the Administrative Agent (i) does nothereby assume any fiduciary duties to any of the Lenders, (ii) is a“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

.  The Administrative Agent shall have and may exercisesuch powers under the Loan Documents as are specifically delegated to theAdministrative Agent by the terms of each thereof, together with such powers asare reasonably incidental thereto.  The Administrative Agent shall have noimplied duties to the Lenders, or any obligation to the Lenders to take anyaction thereunder except any action specifically provided by the Loan Documentsto be taken by the Administrative Agent.

### 10.3         General Immunity

.  Neither the Administrative Agent nor any of itsdirectors, officers, agents or employees shall be liable to the Borrower, theLenders or any Lender for any action taken or omitted to be taken by it or themhereunder or under any other Loan Document or in connection herewith ortherewith except to the extent such action or inaction is determined in a finalnon-appealable judgment by a court of competent jurisdiction to have arisenfrom the gross negligence or willful misconduct of such Person.

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

  Neither the Administrative Agent nor any of itsdirectors, officers, agents or employees shall be responsible for or have anyduty to ascertain, inquire into, or verify (a) any statement, warranty orrepresentation made in connection with any Loan Document or any borrowinghereunder; (b) the performance or observance of any of the covenants oragreements of any obligor under any Loan Document, including any agreement byan obligor to furnish information directly to each Lender; (c) the satisfactionof any condition specified in **Article 4**, except receipt of items required to be delivered solelyto the Administrative Agent; (d) the existence or possible existence of anyDefault or Unmatured Default; (e) the validity, enforceability, effectiveness,sufficiency or genuineness of any Loan Document or any other instrument orwriting furnished in connection therewith; (f) the value, sufficiency,creation, perfection or priority of any Lien in any collateral security; or (g)the financial condition of the Borrower or any guarantor of any of theObligations or of any of the Borrower’s or any such guarantor’s respectiveSubsidiaries.  The Administrative Agent shall have no duty to disclose to theLenders information that is not required to be furnished by the Borrower to theAdministrative Agent at such time, but is voluntarily furnished by the Borrowerto the Administrative Agent (either in its capacity as Administrative Agent orin its individual capacity).

### 10.5         Action on Instructions of Lenders

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.  The Administrative Agent shall in all cases be fully protectedin acting, or in refraining from acting, hereunder and under any other LoanDocument in accordance with written instructions signed by the RequiredLenders, and such instructions and any action taken or failure to act pursuantthereto shall be binding on all of the Lenders.  The Lenders hereby acknowledgethat the Administrative Agent shall be under no duty to take any discretionaryaction permitted to be taken by it pursuant to the provisions of this Agreementor any other Loan Document unless it shall be requested in writing to do so bythe Required Lenders.  The Administrative Agent shall be fully justified infailing or refusing to take any action hereunder and under any other LoanDocument unless it shall first be indemnified to its satisfaction by theLenders pro rata against any and all liability, cost and expense that it mayincur by reason of taking or continuing to take any such action.

### 10.6         Employment of Administrative Agents and Counsel

.  The Administrative Agent may execute any of its dutiesas Administrative Agent hereunder and under any other Loan Document by orthrough employees, agents, and attorneys-in-fact and shall not be answerable tothe Lenders (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 beentitled to advice of counsel concerning the contractual arrangement betweenthe Administrative Agent and the Lenders and all matters pertaining to theAdministrative Agent’s duties hereunder and under any other Loan Document.

### 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.

### 10.8         Administrative Agent’s Reimbursement and Indemnification

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.  The Lenders agree to reimburse and indemnify theAdministrative Agent ratably in proportion to their respective Commitments (or,if the Commitments have been terminated, in proportion to their Commitmentsimmediately prior to such termination) (i) for any amounts not reimbursed bythe Borrower for which the Administrative Agent is entitled to reimbursement bythe Borrower under the Loan Documents, (ii) for any other expenses incurred bythe Administrative Agent on behalf of the Lenders, in connection with thepreparation, execution, delivery, administration and enforcement of the LoanDocuments (including for any expenses incurred by the Administrative Agent inconnection with any dispute between the Administrative Agent and any Lender orbetween two or more of the Lenders) and (iii) for any liabilities, obligations,losses, damages, penalties, actions, judgments, suits, costs, expenses ordisbursements of any kind and nature whatsoever which may be imposed on,incurred by or asserted against the Administrative Agent in any way relating toor arising out of the Loan Documents or any other document delivered inconnection therewith or the transactions contemplated thereby (including forany such amounts incurred by or asserted against the Administrative Agent inconnection with any dispute between the Administrative Agent and any Lender orbetween two or more of the Lenders), or the enforcement of any of the terms ofthe Loan Documents or of any such other documents, provided that (x) noLender shall be liable for any of the foregoing to the extent any of theforegoing is found in a final non-appealable judgment by a court of competentjurisdiction to have resulted from the gross negligence or willful misconductof the Administrative Agent and (y) any indemnification required pursuant to **Section 0**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 Administrative Agent shall not be deemed to haveknowledge or notice of the occurrence of any Default or Unmatured Defaulthereunder unless the Administrative Agent has received written notice from aLender or the Borrower referring to this Agreement, describing such Default orUnmatured Default and stating that such notice is a “notice of default”.  Inthe event that the Administrative Agent receives such a notice, theAdministrative Agent shall give prompt notice thereof to the Lenders.

### 10.10     Rights as a Lender

.  In the event the Administrative Agent is a Lender, theAdministrative Agent shall have the same rights and powers hereunder and underany other Loan Document with respect to its Commitment and its Loans as anyLender and may exercise the same as though it were not the AdministrativeAgent, and the term “Lender” or “Lenders” shall, at any time whenthe Administrative Agent is a Lender, unless the context otherwise indicates,include the Administrative Agent in its individual capacity.  TheAdministrative Agent and its Affiliates may accept deposits from, lend moneyto, and generally engage in any kind of trust, debt, equity or othertransaction, in addition to those contemplated by this Agreement or any otherLoan Document, with the Borrower or any of its Subsidiaries in which theBorrower or such Subsidiary is not restricted hereby from engaging with anyother Person.  The Administrative Agent, in its individual capacity, is notobligated to remain a Lender.

### 10.11     Lender Credit Decision

.  Each Lender acknowledges that it has, independentlyand without reliance upon the Administrative Agent, either Joint Lead Arrangeror any other Lender and based on the financial statements prepared by theBorrower and such other documents and information as it has deemed appropriate,made its own credit analysis and decision to enter into this Agreement and theother Loan Documents.  Each Lender also acknowledges that it will,independently and without reliance upon the Administrative Agent, either JointLead Arranger or any other Lender and based on such documents and informationas it shall deem appropriate at the time, continue to make its own creditdecisions in taking or not taking action under this Agreement and the otherLoan Documents.

### 10.12     Successor Administrative Agent

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.  The Administrative Agent may resign at any time bygiving written notice thereof to the Lenders and the Borrower, such resignationto be effective upon the appointment of a successor Administrative Agent or, ifno successor Administrative Agent has been appointed, forty-five (45) daysafter the retiring Administrative Agent gives notice of its intention toresign.  The Administrative Agent may be removed at any time with or withoutcause by written notice received by the Administrative Agent from the RequiredLenders, such removal to be effective on the date specified by the RequiredLenders.  Upon any such resignation or removal, the Required Lenders shall havethe right to appoint, on behalf of the Borrower and the Lenders, a successorAdministrative Agent.  If no successor Administrative Agent shall have been soappointed by the Required Lenders within thirty (30) days after the resigningAdministrative Agent’s giving notice of its intention to resign, then theresigning Administrative Agent may appoint, on behalf of the Borrower and theLenders, a successor Administrative Agent.  Notwithstanding the previoussentence, the Administrative Agent may at any time without the consent of theBorrower or any Lender, appoint any of its Affiliates, which is a commercialbank as a successor Administrative Agent hereunder.  If the AdministrativeAgent has resigned or been removed and no successor Administrative Agent hasbeen appointed, the Lenders may perform all the duties of the AdministrativeAgent hereunder and the Borrower shall make all payments in respect of theObligations to the applicable Lender and for all other purposes shall dealdirectly with the Lenders.  No successor Administrative Agent shall be deemedto be appointed hereunder until such successor Administrative Agent hasaccepted the appointment.  Any such successor Administrative Agent shall be acommercial bank having capital and retained earnings of at least $100,000,000. Upon the acceptance of any appointment as Administrative Agent hereunder by asuccessor Administrative Agent, such successor Administrative Agent shallthereupon succeed to and become vested with all the rights, powers, privilegesand duties of the resigning or removed Administrative Agent.  Upon theeffectiveness of the resignation or removal of the Administrative Agent, theresigning or removed Administrative Agent shall be discharged from its dutiesand obligations hereunder and under the Loan Documents.  After the effectivenessof the resignation or removal of an Administrative Agent, the provisions ofthis **Article 10**shall continue in effect for the benefit of such Administrative Agent inrespect of any actions taken or omitted to be taken by it while it was actingas the Administrative Agent hereunder and under the other Loan Documents.  Inthe event that there is a successor to the Administrative Agent by merger, orthe Administrative Agent assigns its duties and obligations to an Affiliatepursuant to this **Section 10.12**, then the term “Prime Rate”as used in this Agreement shall mean the prime rate, base rate or otheranalogous rate of the new Administrative Agent.

### 10.13     Administrative Agent and Joint Lead Arranger Fees

.  The Borrower agrees to pay to the Administrative Agentand each Joint Lead Arranger, for their accounts, the fees agreed to by theBorrower, the Administrative Agent and/or such Joint Lead Arrangers pursuant tothe Fee Letters.

### 10.14      Delegationto Affiliates

.  The Borrower and the Lenders agree that theAdministrative Agent may delegate any of its duties under this Agreement to anyof its Affiliates.  Any such Affiliate (and such Affiliate’s directors,officers, agents and employees) which performs duties in connection with thisAgreement shall be entitled to the same benefits of the indemnification, waiverand other protective provisions to which the Administrative Agent is entitledunder **Article 9**and **Article 10**.

### 10.15      OtherAgents

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.  No Lender identified on the cover page, the signaturepages or otherwise in this Agreement, or in any document related hereto, asbeing the “Syndication Agent” or a “Documentation Agent” shall have any right,power, obligation, liability, responsibility or duty under this Agreement insuch capacity other than those applicable to all Lenders.  Each Lenderacknowledges that it has not relied, and will not rely, on any Person soidentified in deciding to enter into this Agreement or in taking or refrainingfrom taking any action hereunder or pursuant hereto.

### 10.16      LCIssuer and Swingline Lender

.  The provisions of this **Article 10** (other than **Section****10.10**) shall apply to each LC Issuer and the Swingline Lender mutatismutandisto the same extent as such provisions apply to the Administrative Agent.

# ARTICLE 11 

## SETOFF; RATABLE PAYMENTS

### 11.1         Setoff

.  In addition to, and without limitation of, any rights(including other rights of setoff) of the Lenders under applicable law, if theBorrower becomes insolvent, however evidenced, or any Default occurs, any andall deposits (including all account balances, whether provisional or final andwhether or not collected or available) and any other Indebtedness at any timeheld or owing by any Lender, any LC Issuer, the Swingline Lender or any oftheir respective Affiliates to or for the credit or account of the Borrower maybe offset and applied toward the payment of the Obligations owing to suchLender, such LC Issuer, the Swingline Lender or any such Affiliate whether ornot the Obligations, or any part thereof, shall then be due.  The SwinglineLender, each Lender and each LC Issuer agrees to notify the Borrower and theAdministrative Agent in writing promptly after any such setoff and application;provided that the failure to give such notice shall not affect thevalidity of such setoff and application.

### 11.2         Ratable Payments

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.  If any Lender, whether by setoff or otherwise, haspayment made to it upon its Outstanding Credit Exposure (other than paymentsreceived pursuant to **Sections 3.1**, **3.2**, **3.4**or **3.5**) in a greaterproportion than that received by any other Lender, such Lender agrees, promptlyupon demand, to purchase a portion of the Aggregate Outstanding Credit Exposureheld by the other Lenders so that after such purchase each Lender will hold itsPro Rata Share of the Aggregate Outstanding Credit Exposure.  If any Lender,whether in connection with setoff or amounts which might be subject to setoff orotherwise, receives collateral or other protection for its Obligations or suchamounts which may be subject to setoff, such Lender agrees, promptly upondemand, to take such action necessary such that all Lenders share in thebenefits of such collateral ratably in proportion to their respective Pro RataShare of the Aggregate Outstanding Credit Exposure.  In case any such paymentis disturbed by legal process, or otherwise, appropriate further adjustmentsshall be made.  If an amount to be setoff is to be applied to Indebtedness ofthe Borrower to a Lender other than Indebtedness comprised of the OutstandingCredit Exposure of such Lender, such amount shall be applied ratably to suchother Indebtedness and to the Indebtedness comprised of such Outstanding CreditExposure.

# ARTICLE 12 

## BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS

### 12.1         Successors and Assigns

.  The terms and provisions of the Loan Documents shallbe binding upon and inure to the benefit of the Borrower and the Lenders andtheir respective successors and assigns, except that (i) the Borrower shall nothave the right to assign its rights or obligations under the Loan Documents and(ii) any assignment by any Lender must be made in compliance with **Section 12.3**. The parties to this Agreement acknowledge that **clause (ii)** of theforegoing sentence relates only to absolute assignments and does not prohibitassignments creating security interests, including (x) any pledge or assignmentby any Lender of all or any portion of its rights under this Agreement and anyNote to a Federal Reserve Bank or (y) in the case of a Lender which is a fund,any pledge or assignment of all or any portion of its rights under thisAgreement and any Note to its trustee in support of its obligations to itstrustee; provided that no such pledge or assignment creating a securityinterest shall release the transferor Lender from its obligations hereunderunless and until the parties 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.

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##### (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 Credit Extension or Commitment inwhich such Participant has an interest which forgives principal, interest orfees or reduces the interest rate or fees payable with respect to any such Loanor Commitment, extends the Facility Termination Date (except as otherwisepermitted in accordance with **Section 2.21**), postpones any date fixed forany regularly-scheduled payment of principal of, or interest or fees on, anysuch Loan or Commitment, or postpones the expiry date of any Facility LC beyondthe Facility Termination Date, 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 Loan Documentsto the same extent as if the amount of its participating interest were owingdirectly to it as a Lender under the Loan Documents, provided that eachLender 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.

##### (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, theAdministrative Agent and each LC Issuer shall be required prior to anassignment becoming effective with respect to a Purchaser which is not a Lenderor an Affiliate thereof; 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 shall(unless each of the Borrower and the Administrative Agent otherwise consents)be in an amount not less than the lesser of (i) $10,000,000 or (ii) theremaining amount of the assigning Lender’s Commitment (calculated as at thedate of such assignment) or Outstanding Credit Exposure (if the applicableCommitment has been terminated).

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##### (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.  Upon the consummation of any assignment to a Purchaser pursuantto this **Section 12.3(a)**, the transferor Lender, the AdministrativeAgent and the Borrower shall, if the transferor Lender or the Purchaser desiresthat its Loans be evidenced by Notes, make appropriate arrangements so that newNotes or, as appropriate, replacement Notes are issued to such transferorLender and new Notes or, as appropriate, replacement Notes, are issued to suchPurchaser, in each case in principal amounts reflecting their respectiveCommitments, as adjusted pursuant to such assignment.

##### (c)               Register.  The Administrative Agent, acting solely for thispurpose as an agent of the Borrower, shall maintain at its office in referredto in **Schedule ****12.1** a copy of each assignment agreementdelivered to it and a register for the recordation of the names and addressesof the Lenders, and the Commitments of, and Outstanding Credit Exposure owingto, each Lender pursuant to the terms hereof from time to time (the “Register”).The entries in the Register shall be conclusive, and the Borrower, theAdministrative Agent, the LC Issuers, the Swingline Lender and the Lenders maytreat each Person whose name is recorded in the Register pursuant to the termshereof as a Lender hereunder for all purposes of this Agreement,notwithstanding notice to the contrary. The Register shall be available forinspection by the Borrower, any LC Issuer, any Lender and the Swingline Lenderat any reasonable time and from time to time upon reasonable prior notice.

### 12.4         Dissemination of Information

.  The Borrower authorizes each Lender to disclose to anyParticipant or Purchaser or any other Person acquiring an interest in the LoanDocuments by operation of law (each a “Transferee”) and any prospectiveTransferee any and all information in such Lender’s possession concerning thecreditworthiness of the Borrower and its Subsidiaries, including anyinformation contained in any Reports; provided that each Transferee andprospective Transferee agrees to be bound by **Section 9.11** of thisAgreement.

### 12.5         Tax Treatment

.  If any interest in any Loan Document is transferred toany Transferee, which is organized under the laws of any jurisdiction otherthan the United States or any State thereof, the transferor Lender shall causesuch Transferee, concurrently with the effectiveness of such transfer, tocomply with the provisions of **Section 3.5(d)** 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 wasentitled to amounts under **Section****3.5**, or (ii) in the event thatpayments to the Transferee were not subject to any withholding at the time oftransfer and became subject to withholding as a result of a Change In Law.

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### 12.6          

## NOTICES

### 12.1         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 12.1**, (y) in the case of anyLender, at its address or facsimile number set forth in its Administrative Questionnaireor (z) in the case of any party, at such other address or facsimile number assuch party may hereafter specify for the purpose by notice to theAdministrative Agent and the Borrower in accordance with the provisions of this**Section 12.1**.  Each such notice, request or other communicationshall be effective (i) if given by facsimile transmission, when transmitted tothe facsimile number specified in this Section and confirmation of receipt isreceived, (ii) if given by mail, 72 hours after such communication is depositedin the mails with first class postage prepaid, addressed as aforesaid, or (iii)if given by any other means, when delivered at the address specified in thisSection; provided that notices to the Administrative 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 providedin such **subsection****(b)**.

##### (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 **Article 2** if such Lender has notified theAdministrative Agent that it is incapable of receiving notices under suchSection by electronic communication.  The Administrative Agent or the Borrowermay, in its respective discretion, agree to accept notices and othercommunications to it hereunder by electronic communications pursuant toprocedures approved by it or as it otherwise determines, provided thatsuch determination or approval may be limited to particular notices orcommunications.  Unless the Administrative Agent otherwise prescribes, (i)notices and other communications sent to an e-mail address shall be deemedreceived upon the sender’s receipt of an acknowledgement from the intendedrecipient (such as by the “return receipt requested” function, as available,return e-mail or other written acknowledgement), provided that if suchnotice or other communication is not given during the normal business hours ofthe recipient, such notice or communication shall be deemed to have been givenat the opening of business on the next Business Day for the recipient, and (ii)notices or communications posted to an internet or intranet website shall bedeemed received upon the deemed receipt by the intended recipient at its e-mailaddress as described in the foregoing **clause (i)** of notification thatsuch notice or communication is available and identifying the website addresstherefor.

### 12.2         Change of Address

.  The Borrower, the Administrative Agent and any Lendermay each change the address for service of notice upon it by a notice inwriting to the other parties hereto.

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### 12.3          

## CHOICE OF LAW; CONSENT TO JURISDICTION; WAIVER OFJURY TRIAL

### **12.1         ****CHOICE OF LAW**

.  THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS SHALL(EXCEPT AS MAY BE EXPRESSLY OTHERWISE PROVIDED IN ANY LOAN DOCUMENT) BEGOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK(INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW,BUT EXCLUDING ALL OTHER CHOICE OF LAW AND CONFLICTS OF LAW RULES); PROVIDEDTHAT EACH LETTER OF CREDIT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCEWITH, THE LAWS OR RULES DESIGNATED IN SUCH LETTER OF CREDIT OR APPLICATIONTHEREFOR OR, IF NO SUCH LAWS OR RULES ARE DESIGNATED, THE INTERNATIONAL STANDBYPRACTICES OF THE INTERNATIONAL CHAMBER OF COMMERCE, AS IN EFFECT FROM TIME TOTIME (THE “ISP”), AND, AS TO MATTERS NOT GOVERNED BY THE ISP, THE LAWSOF THE STATE OF NEW YORK (INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE NEW YORKGENERAL OBLIGATIONS LAW, BUT EXCLUDING ALL OTHER CHOICE OF LAW AND CONFLICTS OFLAW RULES).

### **12.2         ****CONSENT TO JURISDICTION**

.  THE BORROWER HEREBY IRREVOCABLY SUBMITS TO THENONEXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NORTH CAROLINA SITTINGIN MECKLENBURG COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE WESTERNDISTRICT OF NORTH CAROLINA, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANYACTION OR PROCEEDING ARISING OUT OF OR RELATING TO ANY LOAN DOCUMENTS AND THEBORROWER HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION ORPROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH COURT AND IRREVOCABLY WAIVESANY OBJECTION IT MAY NOW OR HEREAFTER HAVE AS TO THE VENUE OF ANY SUCH SUIT,ACTION OR PROCEEDING BROUGHT IN SUCH A COURT OR THAT SUCH COURT IS ANINCONVENIENT FORUM.  NOTHING HEREIN SHALL LIMIT THE RIGHT OF THE ADMINISTRATIVEAGENT, ANY LC ISSUER OR ANY LENDER TO BRING PROCEEDINGS AGAINST THE BORROWER INTHE COURTS OF ANY OTHER JURISDICTION.  ANY JUDICIAL PROCEEDING BY THE BORROWERAGAINST THE ADMINISTRATIVE AGENT, ANY LC ISSUER OR ANY LENDER OR ANY AFFILIATEOF THE ADMINISTRATIVE AGENT, ANY LC ISSUER 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 CHARLOTTE, NORTHCAROLINA.

### **12.3         ****WAIVER OF JURY TRIAL**

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.  THE BORROWER, THE ADMINISTRATIVE AGENT, EACH LC ISSUERAND EACH LENDER HEREBY WAIVE TRIAL BY JURY IN ANY JUDICIAL PROCEEDINGINVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER (WHETHER SOUNDING IN TORT,CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITHANY LOAN DOCUMENT OR THE RELATIONSHIP ESTABLISHED THEREUNDER.

 

[Signatures Follow]

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**IN WITNESS WHEREOF**, theBorrower, the Lenders, theSwingline Lender, the LC Issuers and the Administrative Agent have executedthis Agreement as of the date first above written.

**IDAHO POWERCOMPANY**

 

 

By:      /s/Steven R. Keen                  

Name:  Steven R.Keen     

Title:    VicePresident and Treasurer

 

 

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**WACHOVIABANK, NATIONAL ASSOCIATION**, as a Lender, Swingline Lender, LC Issuer and asAdministrative Agent

 

 

By:      /s/Hank Biedrzycki                

Name:  HankBiedrzycki

Title:    Director                                                           

 

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**JPMORGANCHASE BANK, N.A.**, as Syndication Agent and as a Lender

 

 

By:      /s/Helen D. Davis                   

Name:  Helen D.Davis                                               

Title:    VicePresident

 

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**KEYBANK NATIONAL ASSOCIATION**,as a Documentation Agent and as a Lender

 

 

By:      /s/Keven D. Smith                  

Name:  Keven D.Smith

Title:    SeniorVice President

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**BANK OF AMERICA, N.A.** , asa Documentation Agent and as a Lender

 

 

By:      /s/James J. Teichman              

Name:  James J.Teichman

Title:    VicePresident

 

 

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**US BANK NATIONAL ASSOCIATION**,as a Documentation Agent and as a Lender

 

 

By:      /s/James W. Henken               

Name:  James W.Henken

Title:    VicePresident

 

 

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**WELLS FARGO BANK, N.A.**

 

 

By:      /s/Mark W. Lliteras                

Name:  Mark W.Lliteras

Title:    ExecutiveVice President

 

 

 

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**SUNTRUST BANK**

 

 

By:      /s/ Yann Pirio                          

Name:  YannPirio

Title:    VicePresident

 

 

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**THE BANK OF TOKYO-MITSUBISHIUFJ, LTD., SEATTLE BRANCH**

 

 

By:      /s/Tsuguyuki Umene              

Name:  TsuguyukiUmene

Title:    GeneralManager

 

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**UNION BANK OF CALIFORNIA, N.A.**

 

 

By:      /s/Efrain Soto                         

Name:  EfrainSoto

Title:    VicePresident

 

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**THE BANK OF NEW YORK**

 

 

By:      /s/Peter Keller                         

Name:  PeterKeller

Title:    ManagingDirector Energy Division

 

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**ROYAL BANK OF CANADA**

 

 

By:      /s/David A. McCluskey         

Name:  David A.McCluskey

Title:    AuthorizedSignatory

 

 

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**SCHEDULE I**

** **

**PRICING SCHEDULE**

 
|                   | A/A2 or above      | A-/A3               | BBB+/Baa1            | BBB/Baa2            | BBB-/Baa3          | <BBB-/Baa3       |
|------------------------|--------------------|---------------------|----------------------|---------------------|--------------------|---------------------|
| **Applicable  Margin** | **LEVEL I STATUS** | **LEVEL II STATUS** | **LEVEL III STATUS** | **LEVEL IV STATUS** | **LEVEL V STATUS** | **LEVEL VI STATUS** |
| *Eurodollar Rate*      | *0.150%*           | *0.190%*            | *0.280%*             | *0.360%*            | *0.400%*           | *0.575%*            |
| *Floating Rate*        | *0%*               | *0%*                | *0%*                 | *0%*                | *0%*               | *0.50%*             |

 
| **Applicable Fee  Rates** | **LEVEL I STATUS** | **LEVEL II STATUS** | **LEVEL III STATUS** | **LEVEL IV STATUS** | **LEVEL V STATUS** | **LEVEL VI STATUS** |
|---------------------------|--------------------|---------------------|----------------------|---------------------|--------------------|---------------------|
| *Facility Fee*            | *0.050%*           | *0.060%*            | *0.070%*             | *0.090%*            | *0.125%*           | *0.175%*            |
| *Utilization Fee*         | *0.050%*           | *0.050%*            | *0.050%*             | *0.050%*            | *0.100%*           | *0.100%*            |

 

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

“Level IStatus” exists at any date if, on such date, the Borrower’s Moody’s Ratingis A2 or better or the Borrower’s S&P Rating is A or better.

“Level IIStatus” exists at any date if, on such date, (i) the Borrower has notqualified for Level I Status and (ii) the Borrower’s Moody’s Rating is A3or better or the Borrower’s S&P Rating is A- or better.

“Level IIIStatus” exists at any date if, on such date, (i) the Borrower has notqualified for Level I Status or Level II Status and (ii) the Borrower’sMoody’s Rating is Baa1 or better or the Borrower’s S&P Rating is BBB+ orbetter.

“Level IVStatus” exists at any date if, on such date, (i) the Borrower has notqualified for Level I Status, Level II Status or Level III Status and(ii) the Borrower’s Moody’s Rating is Baa2 or better or the Borrower’sS&P Rating is BBB or better.

“Level VStatus” exists at any date if, on such date, (ii) the Borrower has notqualified for Level I Status, Level II Status, Level III Status or Level IVStatus and (ii) the Borrower’s Moody’s Rating is Baa3 or better or theBorrower’s S&P Rating is BBB- or better.

“Level VIStatus” exists at any date if, on such date, the Borrower has not qualifiedfor Level I Status, Level II Status, Level III Status, Level IV Status or LevelV Status.

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C-1023995v4 18445.00012

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“Moody’sRating” means, at any time, the rating issued by Moody’s Investors Service,Inc. and then in effect with respect to the Borrower’s senior unsecuredlong-term debt securities without third-party credit enhancement.

“S&PRating” means, at any time, the rating issued by Standard and Poor’s RatingServices, a division of The McGraw Hill Companies, Inc., and then in effectwith respect to the Borrower’s senior unsecured long-term debt securitieswithout third-party credit enhancement.

“Status”means either Level I Status, Level II Status, Level III Status, Level IVStatus, Level V Status or Level VI Status.

The ApplicableMargin and applicable fee rates shall be determined in accordance with theforegoing table based on the Borrower’s Status as determined from itsthen-current Moody’s and S&P Ratings.  The credit rating in effect on anydate for the purposes of this Schedule is that in effect at the close ofbusiness on such date.  If at any time the Borrower has no Moody’s Rating or noS&P Rating, Level VI Status shall exist.

If theBorrower is split-rated and the ratings differential is one level, the higherrating will apply.  If the Borrower is split-rated and the ratings differentialis two levels or more, the intermediate rating at the midpoint will apply.  Ifthere is no midpoint, the higher of the two intermediate ratings will apply.

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C-1023995v4 18445.00012

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**SCHEDULE II**

** **

**COMMITMENTS**

 

| **Lender**                                             | **Commitment**       |
|--------------------------------------------------------|----------------------|
| Wachovia Bank, National Association                    | $39,375,000          |
| JPMorgan Chase Bank, N.A.                              | $39,375,000          |
| Bank of America, N.A.                                  | $35,250,000          |
| Key Bank National Association                          | $35,250,000          |
| US Bank, National Association                          | $35,250,000          |
| Wells Fargo Bank, N.A.                                 | $35,250,000          |
| Union Bank of California, N.A.                         | $19,875,000          |
| The Bank of Tokyo-Mitsubishi UFJ, Ltd., Seattle Branch | $19,875,000          |
| SunTrust Bank                                          | $13,500,000          |
| Royal Bank of Canada                                   | $13,500,000          |
| The Bank of New York                                   | $13,500,000          |
| **TOTAL**                                              | **$****300,000,000** |

 

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C-1023995v4 18445.00012

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**SCHEDULE 5.8**

** **

**SUBSIDIARIES ANDOTHER INVESTMENTS**

** **

**(As of December31, 2006)**

** **

** **

 
|  

Investment In      | Jurisdiction of

Organization |  

Owned By    | Amount of

Investment | Percent

Ownership |
|----------------------------|-------------------------------|---------------------|-----------------------|--------------------|
|                       |
| Idaho Energy Resources Co. | Wyoming                       | Idaho Power Company | $51,914,196           | 100%

        |

 

 

Schedule 5.8

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**SCHEDULE 5.12**

** **

**MATERIALAGREEMENTS**

 

 

None.

 

 

 

Schedule 5.12

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**SCHEDULE 5.14**

** **

**INDEBTEDNESS AND LIENS**

 

 

Followingis a list of existing liens of the Borrower and Subsidiaries:

 

**Borrower:**

** **

IndebtednessOwed To: Bondholders pursuant to that certain Mortgage and Deed of Trust,dated as of October 1, 1937 between Borrower and Deutsche Bank Trust CompanyAmericas (formerly Bankers Trust Company) and R.G. Page (Stanley Burg,successor individual trustee), as Trustee, as supplemented and amended.

 

PropertyEncumbered: All existing and after-acquired real and personal property ofBorrower.

 

Amountof Indebtedness: The aggregate principal amount of Idaho Power CompanyFirst Mortgage Bonds outstanding as of December 31, 2006 was $951.1 million.The amount of First Mortgage Bonds issuable by Borrower, giving effect to theForty-second Supplemental Indenture, is limited to a maximum of $1.5 billion,but subject to increase at any time and may be further limited by property,earnings and other provisions of the Mortgage.

 

 

Schedule 5.14

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**SCHEDULE 13.1**

** **

**NOTICE ADDRESSES**

 

 

 

**Address fornotices for Borrower:**

Idaho Power Company

1221 West Idaho Street

P.O. Box 70

Boise, Idaho 83707

Attention:  Steven R. Keen, Vice Presidentand Treasurer

Telephone: 208-388-2600

Fax: 208-388-2879

Email: skeen@idahopower.com 

 

**Address for notices asAdministrative Agent:**

Wachovia Bank, National Association

201 S. College St., CP−8

Charlotte, NC 28288−0680

Attention: Syndication Agency Services

Telephone: 704-383-3721

Fax: 704-383-0288

 

**Address for notices as LC Issuer, Swingline Lender andCredit Contact:**

Wachovia Bank, National Association

301 South College St., 6th Floor

Charlotte, NC 28288

Attention: Hank Biedrzycki, Director

Telephone: 704-374-4914

Fax: 704-383-6647

Email: hank.biedrzycki@wachovia.com

 

Schedule 13.1

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EXHIBIT AFORM OF OPINION 

April 25, 2007 

The Administrative Agent, the LCIssuersand the Lenders that areare parties to the CreditAgreement described below.

Gentlemen/Ladies: 

I am counsel forIdaho Power Company, an Idaho corporation (the “Borrower”), and haverepresented the Borrower in connection with its execution and delivery of anAmended and Restated Credit Agreement dated as of Apri1 25, 2007 (the “CreditAgreement”) among the Borrower, the Lenders named therein, and WachoviaBank, National Association, as Administrative Agent and as LC Issuer, andproviding for Credit Extensions in an aggregate principal amount not exceeding$300,000,000 at any one time outstanding. All capitalized terms used in thisopinion and not otherwise defined herein shall have the meanings attributed tothem in the Credit Agreement. 

I have examined theBorrower’s Articles of Incorporation and By-Laws, the Loan Documents and suchother matters of fact and law which I deem necessary in order to render thisopinion. Based upon the foregoing, it is our opinion that: 

1.                 Each of the Borrower and its Subsidiaries is a corporation, partnershipor limited liability company duly and properly incorporated or organized, asthe case may be, validly existing and (to the extent such concept applies tosuch entity) in good standing under the laws of its jurisdiction ofincorporation or organization and has all requisite authority to conduct itsbusiness in each jurisdiction in which its business is conducted. 

2.                 The execution and delivery by the Borrower of the Loan Documents and theperformance by the Borrower of its obligations thereunder have been dulyauthorized by proper corporate proceedings on the part of the Borrower and willnot: 

a.                 require any consent of the Borrower’s shareholders or members (otherthan any such consent as has already been given and remains in full force and effect); 

b.                 violate (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) to the best of my knowledge, theprovisions of any indenture, instrument or agreement to which the Borrower orany of its Subsidiaries is a party or is subject, or by which it, or itsProperty, is bound, or conflict with or constitute a default thereunder; or 

 

 

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c.                 result in, or require, the creation or imposition of any Lien in, of oron the Property of the Borrower or a Subsidiary pursuant to the terms of anyindenture, instrument or agreement binding upon the Borrower or any of itsSubsidiaries. 

3.                 The Loan Documents have been duly executed and delivered by theBorrower. 

4.                 Except as set forth in the financial statements referred to in Section5.4 of the Credit Agreement, there is no litigation, arbitration, governmentalinvestigation, proceeding or inquiry pending or, to the best of our knowledgeafter due inquiry, threatened against the Borrower or any of its Subsidiarieswhich, if adversely determined, could reasonably be expected to have a MaterialAdverse Effect. 

5.                 No order, consent, adjudication, approval, license, authorization, orvalidation of, or filing, recording or registration with, or exemption by, orother action in respect of any governmental or public body or authority, or anysubdivision thereof, 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 the Credit Agreement, the payment andperformance by the Borrower of the Obligations, or the legality, validity,binding effect or enforceability of any of the Loan Documents or the Obligationsincurred thereunder; provided, however, that with respect to the payment andperformance by the Borrower on or after tile Borrower's senior-secured bondratings drops below investment grade (BBB- or higher by Standard & Poor'sRating Service and Baa3 by Moody's Investors' Service, lnc., a"Downgrade"), and the legality, validity, binding effect orenforceability of any of the Loan Documents or the Obligations incurredthereunder on or after a Downgrade, this opinion is subject to the qualificationsthat (i) Order No. 30294 ("Idaho Order") of the Idaho PublicUtilities Commission ("Idaho PUC") issued April 11, 2007 and OrderNo. 07-151 of the Public Utility Commission of Oregon ("Oregon PUC")issued April 16, 2007 each provide that the authority of the Borrower undersuch order exists, unless renewed or extended, only until the occurrence of aDowngrade; (ii) the Oregon statutes permit the issuance or renewal ofindebtedness maturing not more than one year after the date of such issue orrenewal without the approval of the Oregon PUC; and (iii) the Idaho Orderprovides that Borrower's authority will not terminate but will continue for aperiod of 364 days from any Downgrade, during which time Borrower is authorizedto file a supplemental application with the Idaho PUC requesting continuationof its original authority to borrow under the Idaho Order notwithstanding theDowngrade. Notwithstanding the foregoing, any loss of regulatory authority inthe States of Idaho and Oregon resulting from a Downgrade, would not affect thelegality, validity, binding effect or enforceability of any of the LoanDocuments or the Obligations incurred thereunder prior to the Downgrade. 

6.                 Assuming the Borrower will comply with the provisions of the CreditAgreement relating to the use of proceeds and the percentage of its assetsconsisting of margin stock and assuming that none of the Lenders is a broker ordealer within the meaning of Regulation T of the Board of Governors of theFederal Reserve System, the execution and delivery of the Loan Documents by theBorrower and the making of Loans under the Credit Agreement will not violateRegulation T, U or X of the Board of Governors of the Federal Reserve System. 

 

 

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With the exception of paragraph 5, the opinionsexpressed above are limited to the corporate and other laws of the State ofIdaho and the federal laws of the United States of America. This opinion may berelied upon by the Administrative Agent, the LC Issuer, the Lenders and theirparticipants, assignees and other transferees. 

Very truly yours,

 

 

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EXHIBIT BFORM OF COMPLIANCE CERTIFICATE 

To:       TheLenders parties to the Credit Agreement Described Below 

This ComplianceCertificate is furnished pursuant to that certain Amended and Restated CreditAgreement dated as of April 25, 2007 (as amended or otherwise modified fromtime to time, the “Credit Agreement”) among Idaho Power Company (the “Borrower”),the lenders party thereto and Wachovia Bank, National Association, asAdministrative Agent and as LC Issuer. Unless otherwise defined herein,capitalized terms used in this Compliance Certificate (and the attachedschedule) have the meanings ascribed thereto in the Credit Agreement. 

THE UNDERSIGNED HEREBY CERTIFIES THAT: 

1.                 I am the duly elected ___________________of the Borrower; 

2.                 I have reviewed the terms of the Credit Agreement and I have made, orhave caused to be made under my supervision, a reasonable review of thetransactions and conditions of the Borrower and its Subsidiaries during theaccounting period covered by the attached financial statements; 

3.                 The examinations described in paragraph 2 did not disclose, and I haveno knowledge of, the existence of any condition or event which constitutes aDefault or Unmatured Default during or at the end of the accounting period coveredby the attached financial statements or as of the date of this Certificate,except as set forth below; and 

4.                 **Schedule I** attached hereto sets forth financial data andcomputations evidencing the Borrower’s compliance with Section 6.12 of theCredit Agreement, all of which data and computations are true, complete andcorrect. 

Described below arethe exceptions, if any, to paragraph 3 by listing, in detail, the nature of thecondition or event, the period during which it has existed and the action whichthe Borrower has taken, is taking, or proposes to take with respect to eachsuch condition or event: 

 

 

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The foregoingcertifications, together with the computations set forth in Schedule I heretoand the financial statements delivered with this Certificate in support hereof,are made and delivered this _____ day of____________, ____.

IDAHOPOWER COMPANY 

By:      ______________________________Name: ______________________________Title:    ______________________________

 

 

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SCHEDULE I TO COMPLIANCE CERTIFICATE 

LEVERAGE RATIOas of ________, _____(Section 6.12 of the Credit Agreement) 

 

 

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| (1)                Consolidated Indebtedness[1]:                                                                                                                                                                                                  |                                                                                                                                                                            |
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (a)                 Obligations for borrowed money                                                                                                                                                                                           | $____________                                                                                                                                                                   |
| (b)                Obligations representing the deferred purchase price of Property or  services (other than accounts payable arising in the ordinary course of such  Person's business payable on terms customary in the trade)                  | $____________                                                                                                                                                                   |
| (c)                 Obligations, whether or not assumed, secured by Liens or payable out  of the proceeds or production from Property now or hereafter owned or acquired  by such Person                                                     | $____________                                                                                                                                                                   |
| (d)                Obligations which are evidenced by notes, acceptances, or other  instruments                                                                                                                                                   | $____________                                                                                                                                                                   |
| (e)                 Obligations of such Person to purchase securities or other Property  arising out of or in connection with the sale of the same or substantially  similar securities or Property                                          | $____________                                                                                                                                                                   |
| (f)                 Capitalized Lease Obligations                                                                                                                                                                                            | $____________                                                                                                                                                                   |
| (g)                Contingent Obligations                                                                                                                                                                                                         | $____________                                                                                                                                                                   |
| (h)                Obligations in respect of Letters of Credit                                                                                                                                                                                    | $____________                                                                                                                                                                   |
| (i)                  Rate Management Obligations                                                                                                                                                                                        | $____________                                                                                                                                                                   |
| (j)                  Preferred stock which is required by the terms thereof to be redeemed,  or for which mandatory sinking fund payments are due, by a fixed date                                                                      | $____________                                                                                                                                                                   |
| (k)                Off-Balance Sheet Liabilities                                                                                                                                                                                                  | $____________                                                                                                                                                                   |
| (l)                  Any other obligation for borrowed money or other financial accommodation  which in accordance with Agreement Accounting Principles would be shown as a  liability on the consolidated balance sheet of such Person | $____________                                                                                                                                                                   |
| (m)              Amounts Outstanding under a Permitted Receivables Securitization                                                                                                                                                                           | $____________                                                                                                                                                                   |
| (n)                Total Consolidated indebtedness                                                                                                                                                                                                |                                                                                                                                                                            |
| *Add Lines 1(a) through 1(m)*                                                                                                                                                                                                                                                                                           |                             $*_________* |
| (2)                Consolidated Total Capitalization:                                                                                                                                                                                             |                                                                                                                                                                            |
| (a)                 Consolidated indebtedness (from *Line 1(n)* above)                                                                                                                                                                       | $____________                                                                                                                                                                   |
| (b)                Consolidated Net Worth                                                                                                                                                                                                         | $____________                                                                                                                                                                   |
| (c)                 Aggregate outstanding amount of Hybrid Securities                                                                                                                                                                        | $____________                                                                                                                                                                   |
| (d)                Total Capitalization                                                                                                                                                                                                           |                                                                                                                                                                            |
| *Add Lines  2(a) through 2(c)*                                                                                                                                                                                                                                                                                          |                             $*_________* |
| * *                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                            |
| (3)                Leverage Ratio:

*Divide Line 1(n) by Line 2(d)*                                                                                                                                                                               |                             _*_________* |
| (4)                Maximum Leverage Ratio permitted by Section 6.12 of the Credit  Agreement                                                                                                                                                      |                  0.65 : 1.0                                                                     |

 

 

 

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EXHIBIT C

FORM OF ASSIGNMENT AGREEMENT 

This Assignment Agreement (this “AssignmentAgreement”) between ____________ _____________ (the “Assignor”) and________________________ (the “Assignee”) is dated as of ___________,____. The parties hereto agree as follows: 

1.                 PRELIMINARY STATEMENT. The Assignor is a party to a CreditAgreement (as amended or otherwise modified from time to time, the “CreditAgreement”) described in Item 1 of Schedule 1 attached hereto (“Schedule1”). Capitalized terms used herein and not otherwise defined herein shallhave the meanings attributed to them in the Credit Agreement. 

2.                 ASSIGNMENT AND ASSUMPTION.  The Assignor hereby sells and assignsto the Assignee, and the Assignee hereby purchases and assumes from theAssignor, an interest in and to the Assignor’s rights and obligations under theCredit Agreement and the other Loan Documents, such that after giving effect tosuch assignment the Assignee shall have purchased pursuant to this AssignmentAgreement the percentage interest specified in Item 3 of Schedule 1 of alloutstanding rights and obligations under the Credit Agreement and the otherLoan Documents relating to the facilities listed in Item 3 of Schedule 1. Theaggregate Commitment (or Outstanding Credit Exposure, if the applicableCommitment has been terminated) purchased by the Assignee hereunder is setforth in Item 4 of Schedule 1. 

3.                 EFFECTIVE DATE. The effective date of this Assignment Agreement(the “Effective Date”) shall be the later of the date specified in Item5 of Schedule 1 or two Business Days (or such shorter period agreed to by theAgent) after this Assignment Agreement, together with any consents requiredunder the Credit Agreement, are delivered to the Agent. In no event will theEffective Date occur if the payments required to be made by the Assignee to theAssignor on the Effective Date are not made on the proposed Effective Date. 

4.                 PAYMENT OBLIGATIONS. In consideration for the sale and assignmentof Outstanding Credit Exposure hereunder, the Assignee shall pay the Assignor,on the Effective Date, the amount agreed to by the Assignor and the Assignee.On and after the Effective Date, the Assignee shall be entitled to receive fromthe Agent all payments of principal, Reimbursement Obligations, interest andfees with respect to the interest assigned hereby. The Assignee will promptlyremit to the Assignor any interest on Outstanding Credit Exposure and feesreceived from the Agent which relate to the portion of the Commitment orOutstanding Credit Exposure assigned to the Assignee hereunder for periodsprior to the Effective Date and not previously paid by the Assignee to theAssignor. In the event that either party hereto receives any payment to whichthe other party hereto is entitled under this Assignment Agreement, then theparty receiving such amount shall promptly remit it to the other party hereto. 

5.                 RECORDATION FEE.  Assignor and Assignee each agree to payone-half of the recordation fee required to be paid to the Agent in connectionwith this Assignment Agreement unless otherwise specified in Item 6 of Schedule1.

 

 

 

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6.                 REPRESENTATIONS OF THE ASSIGNOR; LIMITATIONS ON THE ASSIGNOR’SLIABILITY. The Assignor represents and warrants that (i) it is the legaland beneficial owner of the interest being assigned by it hereunder, (ii) suchinterest is free and clear of any adverse claim created by the Assignor and(iii) the execution and delivery of this Assignment Agreement by the Assignoris duly authorized. It is understood and agreed that the assignment andassumption hereunder are made without recourse to the Assignor and that theAssignor makes no other representation or warranty of any kind to the Assignee.Neither the Assignor nor any of its officers, directors, employees, agents orattorneys shall be responsible for (i) the due execution, legality. validity,enforceability, genuineness, sufficiency or collectability of any LoanDocument, including documents granting the Assignor and the other Lenders asecurity interest in assets of the Borrower or any guarantor, (ii) anyrepresentation, warranty or statement made in or in connection with any of theLoan Documents, (iii) the financial condition or creditworthiness of theBorrower or any guarantor, (iv) the performance of or compliance with any ofthe terms or provisions of any of the Loan Documents, (v) inspecting any of theproperty, books or records of the Borrower, (vi) the validity, enforceability,perfection, priority, condition, value or sufficiency of any collateralsecuring or purporting to secure the Loans or (vii) any mistake, error of judgment,or action taken or omitted to be taken in connection with the Loans or the LoanDocuments. 

7.                 REPRESENTATIONS AND UNDERTAKINGS OF THE ASSIGNEE. The Assignee(i) confirms that it has received a copy of the Credit Agreement, together withcopies of the financial statements requested by the Assignee and such otherdocuments and information as it has deemed appropriate to make its own creditanalysis and decision to enter into this Assignment Agreement, (ii) agrees thatit will, independently and without reliance upon the Agent, the Assignor or anyother Lender and based on such documents and information at it shall deemappropriate at the time, continue to make its own credit decisions in taking ornot taking action under the Loan Documents, (iii) appoints and authorizes theAgent to take such action as agent on its behalf and to exercise such powersunder the Loan Documents as are delegated to the Agent by the terms thereof,together with such powers as are reasonably incidental thereto, (iv) confirms thatthe execution and delivery of this Assignment Agreement by the Assignee is dulyauthorized, (v) agrees that it will perform in accordance with their terms allof the obligations which by the terms of the Loan Documents are required to beperformed by it as a Lender, (vi) agrees that its payment instructions andnotice instructions are as set forth in the attachment to Schedule 1, (vii)confirms that none of the funds, monies, assets or other consideration beingused to make the purchase and assumption hereunder are “plan assets” as definedunder ERISA and that its rights, benefits and interests in and under the LoanDocuments will not be “plan assets” under ERISA, (viii) agrees to indemnify andhold the Assignor harmless against all losses, costs and expenses (includingreasonable attorneys’ fees) and liabilities incurred by the Assignor inconnection with or arising in any manner from the Assignee’s non-performance ofthe obligations assumed under this Assignment Agreement, and (ix) ifapplicable, attaches the forms prescribed by the Internal Revenue Service ofthe United States certifying that the Assignee is entitled to receive paymentsunder the Loan Documents without deduction or withholding of any United Statesfederal income taxes. 

8.                 GOVERNING LAW. This Assignment Agreement shall be governed by theinternal law, and not the law of conflicts, of the State of New York. 

 

 

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9.                 NOTICES. Notices shall be given under this Assignment Agreementin the manner set forth in the Credit Agreement. For the purpose hereof, theaddresses of the parties hereto (until notice of a change is delivered) shallbe the address set forth in the attachment to Schedule 1. 

10.             COUNTERPARTS; DELIVERY BY FACSIMILE. This Assignment Agreementmay be executed in counterparts.  Transmission by facsimile of an executedcounterpart of this Assignment Agreement shall be deemed to constitute due andsufficient delivery of such counterpart and such facsimile shall be deemed tobe an original counterpart of this Assignment Agreement. 

IN WITNESS WHEREOF, the duly authorizedofficers of the parties hereto have executed this Assignment Agreement byexecuting Schedule 1 hereto as of the date first above written. 

 

 

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**SCHEDULE1**to Assignment Agreement

1.                Description and Date of Credit Agreement: Amended and Restated CreditAgreement dated as of April 25, 2007 among Idaho Power Company, the Lendersparty thereto and Wachovia Bank, National Association, as LC Issuer and asAdministrative Agent. 

2.                  Date of Assignment Agreement: ________________,

3.                  Amounts (As of Date of Item 2 Above): 
|                                                                                                                                                                                                                                     |                                                                                                                                                                                               | Facility   1* | Facility  2* | Facility  3* | Facility  4* |
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|---------------|--------------|--------------|--------------|
|                                                                                                                                                                                                                                     | a.                   Assignee’s percentage of each Facility purchased under   the Assignment Agreement** | _______%      | _______%     | _______%     | _______%     |
|                                                                                                                                                                                                                                     | b.                   Amount of each Facility purchased under the Assignment Agreement***                      | $_______      | $_______     | $_______     | $_______     |
| 4.                    Assignee’s Commitment (or Outstanding Credit Exposure with respect to  terminated Commitments) purchased hereunder: | $_______________                                                                                                                                                                                   |          |         |
| 5.                    Proposed Effective Date:                                                                                                 | ________________                                                                                                                                                                                   |          |         |
| 6.                    Non-standard Recordation Fee Arrangement                                                                                 | N/A***   [Assignor/Assignee

to pay 100% of fee]    [Fee waived by Agent]                                                                                                                     |

 
| Accepted and Agreed:  [NAME OF ASSIGNOR]                                                                                                                                                                                                                                                                                                                                                             | [NAME OF ASSIGNEE]                                                                                                                                                                                                                                                                                                                                         |
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                       |
| By:                                                                  | By:                                                           |
| Title:                                                                         | Title:                                                                       |

 

 

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| ACCEPTED AND CONSENTED TO BY   [NAME OF BORROWER]****                                                                                                                                                                                                                                                                                                                                                | ACCEPTED AND CONSENTED TO BY [NAME OF AGENT]                                                                                                                                                                                                                                                                                                                                                         |
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                                                                                                                                                                                                                 |
| By:                                                                  | By:                                                                  |
| Title:                                                                         | Title:                                                                              |

 

*          Insert specific facility names per CreditAgreement

**        Percentage taken to 10 decimal places

***      If fee is split 50-50, pick N/A as option

****    Delete if not required by Credit Agreement

 

 

 

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Attachment to SCHEDULE 1 toASSIGNMENT AGREEMENT

ADMINISTRATIVE INFORMATION SHEET 

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

ASSIGNOR INFORMATION 

**Contact:**

** **
| Name:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | Telephone No.:                                                                                                                                                                                             |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| Fax No.:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | Telex No.:                                                                                                                                                         |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | Answerback:                                                                                                                                                                            |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| **Payment Information:**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| Name & ABA # of Destination  Bank:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                          |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| Account Name & Number for  Wire Transfer:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                          |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| Other Instructions:                                                                                                                                                                                                                                                                                                 |
|                                                                                                                                                          |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| **Address for Notices for  Assignor:**                                                                                                                                                                                                                                                                                                                                                                                                                     |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| **ASSIGNEE  INFORMATION**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| **Credit  Contact:**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| Name:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | Telephone No.:                                                                                                                                                                                             |
| Fax: No.:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | Telex No.:                                                                                                                                                         |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | Answerback:                                                                                                                                                                            |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| **Key Operations Contacts:**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| Booking Installation:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | Booking Installation:                                                                                                                                                                                                                                   |
| Name:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | Name:                                                                                                                                |
| Telephone No.:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | Telephone No.:                                                                                                                                                                                             |
| Fax No.:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | Fax No.:                                                                                                                                            |
| Telex No.:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | Telex No.:                                                                                                                                                         |
| Answerback:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | Answerback:                                                                                                                                                                            |

 

 

 

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| **Payment information:**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| Name & ABA # of Destination  Bank:                                                                                                                                                                                                                                                                                                                                                                                                                               |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| Account Name & Number for  Wire Transfer:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| Other Instructions:                                                                                                                                                                                                                                                                                                 |
|                                                                                                                                                          |
|                                                                                                                                                          |
| **Address for Notices for  Assignee**:                                                                                                                                                                                                                                                                                                                                                                                                      |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |   |
| **WACHOVIA  INFORMATION**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |   |
| Assignee will be  called promptly upon receipt of the signed agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |   |
| **Initial Funding Contact:**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | **Subsequent Operations  Contact:** |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |   |
| Name:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | Name:                                                              |
| Telephone No.:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | Telephone No.:                                                 |
| Fax No.:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | Fax No.:                                                           |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |   |
| **Initial Funding  Standards:**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |   |
| Libor Fund 2 days after rates  are set.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |   |
| **Wachovia Wire  Instructions:**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | Wachovia Bank, National  Association |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | Charlotte, North Carolina |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | ABA Routing No. 053000219 |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | Account  Number:                                          |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | Account Name: Idaho Power  Company |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | Attention:  Syndication Agency  Services |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | Telephone:  (704)___-____ |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | Telecopy:    (704)___-____ |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | Reference:  Idaho Power Company |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |   |
| **Address for Notices for  Wachovia:**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | Wachovia Bank, National  Association |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | One Wachovia Center, 5th  Floor |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | 301 South College Street |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | Charlotte, North Carolina  28288-0760 |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | Attention:                                    |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | Telephone:  (704)___-____ |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | Telecopy:    (704)___-____ |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |   |
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EXHIBIT DFORM OF ACCOUNT DESIGNATION LETTER 

April25, 2007

Wachovia Bank, NationalAssociation, as Agent Charlotte Plaza Building, CP-8 201 South College Street Charlotte, North Carolina 28288-0680 Attention: Syndication Agency Services 

Ladies and Gentlemen: 

Reference is made to the Amended and Restated CreditAgreement, dated as of April 25, 2007, among the undersigned, Idaho PowerCompany, as Borrower, the banks and other financial institutions partiesthereto from time to time, and Wachovia Bank, National Association, asAdministrative Agent (as amended, modified or supplemented from time to time,the “Credit Agreement”). Capitalized terms used but not defined hereinshall have the meanings given to them in the Credit Agreement. 

The undersignedhereby authorizes and directs the Administrative Agent to disburse any and allproceeds of the Loans under the Credit Agreement, as and when made from time totime, to the following accounts: 

Bank Name:                                                    ABA Routing No.:                                         Account No.:                                                  Account Name:                                               

 

Very truly yours, 

**IDAHO POWER COMPANY**

** **

** **

By:                                                            Name:                                                        Title:                                                          

 

 

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EXHIBIT EFORM OF REVOLVING NOTE 

$                                                                                                          _______________,2007 

                                                                                                            Charlotte,North Carolina

 

**FOR VALUE RECEIVED, IDAHO POWER COMPANY**,an Idaho corporation (the “Borrower”), hereby promises to pay to theorder of 

_____________________________(the “Lender”),at the offices of Wachovia Bank, National Association (the “AdministrativeAgent”) located at One Wachovia Center, 301 South College Street,Charlotte, North Carolina (or at such other place or places as theAdministrative Agent may designate), at the times and in the manner provided inthe Amended and Restated Credit Agreement, dated as of April 25, 2007 (asamended, modified, restated or supplemented from time to time, the “CreditAgreement”), among the Borrower, the Lenders from time to time partiesthereto, and Wachovia Bank, National Association, as Administrative Agent, theprincipal sum of 

_______________________**DOLLARS**($___________), or such lesser amount as may constitute the unpaid principal amount of the Revolving Loans made by theLender, under the terms and conditions of this promissory note (this “RevolvingNote”) and the Credit  Agreement. The defined terms in the Credit Agreementare used herein with the same meaning.  The Borrower also promises to payinterest on the aggregate unpaid principal amount of this Revolving Note at therates applicable thereto from time to time as provided in the Credit Agreement.

This Revolving Note is one of a series ofRevolving Notes referred to in the Credit Agreement and is issued to evidencethe Revolving Loans made by the Lender pursuant to the Credit Agreement. All ofthe terms, conditions and covenants of the Credit Agreement are expressly madea part of this Revolving Note by reference in the same manner and with the sameeffect as if set forth herein at length, and any holder of this Revolving Noteis entitled to the benefits of and remedies provided in the Credit Agreementand the other Credit Documents. Reference is made to the Credit Agreement forprovisions relating to the interest rate, maturity, payment, prepayment andacceleration of this Revolving Note. 

In the event of an acceleration of the maturityof this Revolving Note, this Revolving Note shall become immediately due andpayable, without presentation, demand, protest or notice of any kind, all ofwhich are hereby waived by the Borrower. 

In the event this Revolving Note is not paidwhen due at any stated or accelerated maturity, the Borrower agrees to pay, inaddition to the principal and interest, all costs of collection, includingreasonable attorneys’ fees. 

 

 

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This Revolving Note shall be governed by andconstrued in accordance with the internal laws of the State of New York(including Sections 5-1401 and 5-1402 of the New York General Obligations Law,but excluding all other choice of law and conflicts of law rules). The Borrowerhereby submits to the nonexclusive jurisdiction and venue of the federal andstate courts located in Mecklenburg County, North Carolina, although the Lendershall not be limited to bringing an action in such courts. 

**IN WITNESS WHEREOF**, the Borrower hascaused this Revolving Note to be executed by its duly authorized corporateofficer as of the day and year first above written. 

**IDAHO POWER COMPANY**

By:                                                             

Title:                                                          

 

 

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EXHIBIT FFORM OF SWINGLINE NOTE

$                                                                                                                 ____________, 2007 

                                                                                                            Charlotte,North Carolina 

 

**FOR VALUE RECEIVED, IDAHO POWER COMPANY**,an Idaho corporation (the “Borrower”), hereby promises to pay to theorder of 

**WACHOVIA BANK, NATIONAL ASSOCIATION** (the“Swingline Lender”), at the offices of Wachovia Bank, NationalAssociation (the “Administrative Agent”) located at One Wachovia Center,301 South College Street, Charlotte, North Carolina (or at such other place orplaces as the Administrative Agent may designate), at the times and in themanner provided in the Amended and Restated Credit Agreement, dated as of April25, 2007 (as amended, modified, restated or supplemented from time to time, the“Credit Agreement”), among the Borrower, the Lenders from time to timeparties thereto, and Wachovia Bank, National Association, as AdministrativeAgent, the principal sum of 

_________________________**DOLLARS**($___________),or such lesser amount as may constitute the unpaid principal amount of theSwingline Loans made by the Swingline Lender, under the terms and conditions ofthis promissory note (this “Swingline Note”) and the Credit Agreement.The defined terms in the Credit Agreement are used herein with the samemeaning. The Borrower also promises to pay interest on the aggregate unpaidprincipal amount of this Swingline Note at the rates applicable thereto fromtime to time as provided in the Credit Agreement. 

This Swingline Note is issued to evidence theSwingline Loans made by the Swingline Lender pursuant to the Credit Agreement.All of the terms, conditions and covenants of the Credit Agreement areexpressly made a part of this Swingline Note by reference in the same mannerand with the same effect as if set forth herein at length, and any holder ofthis Swingline Note is entitled to the benefits of and remedies provided in theCredit Agreement and the other Credit Documents. Reference is made to theCredit Agreement for provisions relating to the interest rate, maturity,payment, prepayment and acceleration of this Swingline Note. 

In the event of an acceleration of the maturityof this Swingline Note, this Swingline Note shall become immediately due andpayable, without presentation, demand, protest or notice of any kind, all ofwhich are hereby waived by the Borrower. 

In the event this Swingline Note is not paidwhen due at any stated or accelerated maturity, the Borrower agrees to pay, inaddition to the principal and interest, all costs of collection, includingreasonable attorneys’ fees. 

 

 

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This Swingline Note shall be governed by andconstrued in accordance with the internal laws of the State of New York(including Sections 5-1401 and 5-1402 of the New York General Obligations Law,but excluding all other choice of law and conflicts of law rules). The Borrowerhereby submits to the nonexclusive jurisdiction and venue of the federal andstate courts located in Mecklenburg County, North Carolina, although theSwingline Lender shall not be limited to bringing an action in such courts. 

**IN WITNESS WHEREOF**, the Borrower hascaused this Swingline Note to be executed by its duly authorized corporateofficer as of the day and year first above written. 

**IDAHO POWER COMPANY**

By:                                                            

Title:                                                          

 

 

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EXHIBIT GFORM OF JOINDER AGREEMENT

This Joinder Agreement (this “JoinderAgreement”) is made this __ day of ____________, 20__, by,________________,a ___________________(the “Assuming Lender”). Reference is made to theAmended and Restated Credit Agreement, dated as of April 25, 2007 (as amended,modified or supplemented from time to time, the “Credit Agreement”),among Idaho Power Company (the “Borrower”), the Lenders party thereto from time to timeparties thereto (the “Lenders”), and Wachovia Bank, NationalAssociation, as LC Issuer and administrative agent for the Lenders (the “AdministrativeAgent”). Terms defined in the Credit Agreement are, unless otherwisedefined herein or the context otherwise requires, used herein as definedtherein. 

The Assuming Lender hereby agrees as follows: 

1.                 Joinder Agreement. Subject to the terms and conditions hereof andof the Credit Agreement, the Assuming Lender hereby agrees to become a Lenderunder the Credit Agreement with a Commitment of ________________Dollars($____________).  After giving effect to this Joinder Agreement and theadjustments required under Section 2.20(c) of the Credit Agreement, theAssuming Lender’s Commitment, the aggregate outstanding principal amounts ofthe Loans owing to the Assuming Lender and the Assuming Lender’s Pro Rata Sharepercentage of the aggregate principal amount of all Loans plus all LCObligations will be as set forth in Item 4 of Annex I attachedhereto. 

2.                 Assuming Lender Representations. The Assuming Lender (i) confirmsthat it has received a copy of the Credit Agreement, together with copies ofthe financial statements of the Borrower delivered to the Administrative Agentpursuant to the Credit Agreement and such other documents and information as ithas deemed appropriate to make its own credit analysis and decision to enterinto this Joinder Agreement, (ii) agrees that it will, independently andwithout reliance upon the Administrative Agent or any other Lender, and basedon such documents and information as it shall deem appropriate at the time,continue to make its own credit decisions in taking or not taking action underthe Credit Agreement, (iii) appoints and authorizes the Administrative Agent totake such action as Administrative Agent on its behalf under the CreditDocuments, and to exercise such powers and to perform such duties, as arespecifically delegated to or required of the Administrative Agent by the termsthereof, together with such other powers as are reasonably incidental thereto,(iv) agrees that it will perform in accordance with their terms all of theobligations that by the terms of the Credit Agreement are required to beperformed by it as a Lender, and (vi) specifies as its address for payments andnotices the office set forth beneath its name on its signature page hereto.[2]

 

 

 

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3.                 Effective Date. Following the execution of this Joinder Agreementby the Assuming Lender, an executed original hereof, together with allattachments hereto, shall be delivered to the Administrative Agent. Theeffective date of this Joinder Agreement (the “Effective Date”) shall bethe date of execution hereof by the Borrower, the Administrative Agent and theAssuming Lender. As of the Effective Date, the Assuming Lender shall be a partyto the Credit Agreement and, to the extent provided in this Joinder Agreement,shall have the rights and obligations of a Lender thereunder and under theother Loan Documents. 

4.                 Governing Law. This Joinder Agreement shall be governed by, andconstrued in accordance with, the law of the State of New York (includingSections 5-1401 and 5-1402 of the New York General Obligations Law, butexcluding all other choice of law and conflicts of law rules). 

5.                 Entire Agreement. This Joinder Agreement, together with theCredit Agreement and the other Loan Documents, embody the entire agreement andunderstanding between the parties hereto and supersede all prior agreements andunderstandings of the parties, verbal or written, relating to the subjectmatter hereof 

6.                 Successors and Assigns. This Joinder Agreement shall be bindingupon, and shall inure to the benefit of, the parties hereto and theirsuccessors and assigns. 

7.                 Counterparts. This Joinder Agreement may be executed in anynumber of counterparts and by different parties hereto on separatecounterparts, each of which, when so executed and delivered, shall be anoriginal, but all of which shall together constitute one and the same instrument.

[signatures onfollowing page]

 

 

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**IN WITNESS WHEREOF**, the parties havecaused this Joinder Agreement to be executed by their duly authorized officersas of the date first above written. 

[**INSERT NAME OF ASSUMING LENDER**] 

 

By:                                                            Name:                                                        

Title:                                                          

 

 

 

Accepted this __ day of ____________, ______:

** **

**WACHOVIA BANK, NATIONAL ASSOCIATION**,    as Administrative Agent

By:                                                       Name:                                                  

Title:                                                    

Consented and agree to:**IDAHO POWER COMPANY**

 

By:                                                       Name:                                                  

Title:                                                    

** **

** **

 

 

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ANNEX l

1.                                         Borrower:        Idaho Power Company 

2.                Name and Date of Credit Agreement: 

Amended andRestated Credit Agreement dated as of April 25, 2007 among Idaho Power Company,the Lenders party thereto and Wachovia Bank, National Association, as LC Issuerand as Administrative Agent. 

3.                Date of Joinder Agreement: _______, 20__. 

4.                Amounts (as of date of adjustment pursuant to Section 2.20(c) of theCredit Agreement): 
|                                           | Aggregate Amount of Commitment / Loans for all Lenders | Amount of Commitment / Loans of Assuming Lender | Percentage of  Aggregate Commitment / Loans / LC Obligations[3] |
|------------------------------------------------|--------------------------------------------------------|-------------------------------------------------|-----------------------------------------------------------------|
|                                           |
|                                           |
| (a)     Commitment / Loans | $____________                                          | $___________                                    | _____________%                                                  |
|                                           |                                                   |                                            |                                                            |

5.                  Addresses for Payments and Notices: 

AssumingLender:                  For Funding/Notices:

                                                            

                                                            

                                                            

                                                            

                                                            

Telecopy: (___) ___________

Reference

 

For Payments:

                                                            

                                                            

                                                            

                                                            

                                                            

                                                            

Telecopy: (___) ___________

Reference

 

 

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6.                  Effective Date:  ________________, 20 ____ (in accordance with Section3).

 

 

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[1]The aggregate 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.

[2]If the Assuming Lender is a Non-U.S. Lender, add the following: “and (vii) hasdelivered the forms required by Section 3.5(d) of the Credit Agreement.

[3]             Set forth, to at least 9 decimals, as a percentage of theCommitment / Loans of all Lenders thereunder.