exv10w2



 





Exhibit
10.2



EXECUTION COPY




AMENDED AND RESTATED CREDIT AGREEMENT




DATED AS OF AUGUST 3, 2007




AMONG




WGL HOLDINGS, INC.,




THE LENDERS PARTIES HERETO,




WACHOVIA BANK, NATIONAL ASSOCIATION,

AS ADMINISTRATIVE AGENT,




BANK OF TOKYO-MITSUBISHI UFJ TRUST COMPANY,

AS SYNDICATION AGENT,




CITIBANK, N.A.,

SUNTRUST BANK

AND

WELLS FARGO BANK, NATIONAL ASSOCIATION,

AS DOCUMENTATION AGENTS,




AND




WACHOVIA CAPITAL MARKETS, LLC,

AS LEAD ARRANGER AND BOOK RUNNER





 









 








TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page
	ARTICLE I INTERPRETATION
	 	 	1	 
	1.1 Definitions
	 	 	1	 
	1.2 Other Interpretive Provisions
	 	 	14	 
	 
	 	 	 	 
	ARTICLE II CREDIT FACILITY
	 	 	15	 
	2.1 The Facility
	 	 	15	 
	2.1.1 Amount of Facility
	 	 	15	 
	2.1.2 Availability of Facility
	 	 	15	 
	2.1.3 Repayment of Facility
	 	 	15	 
	2.2 Ratable Loans
	 	 	15	 
	2.2.1 Commitment to Lend
	 	 	15	 
	2.2.2 Types of Ratable Loans
	 	 	15	 
	2.2.3 Method of Selecting Types and Interest Periods for Ratable Loans
	 	 	15	 
	2.2.4 Conversion and Continuation of Outstanding Loans
	 	 	16	 
	2.3 Competitive Bid Loans
	 	 	17	 
	2.3.1 Competitive Bid Option
	 	 	17	 
	2.3.2 Competitive Bid Quote Request
	 	 	17	 
	2.3.3 Invitation for Competitive Bid Quotes
	 	 	18	 
	2.3.4 Submission and Contents of Competitive Bid Quotes
	 	 	18	 
	2.3.5 Notice to Borrower
	 	 	19	 
	2.3.6 Acceptance and Notice by Borrower
	 	 	20	 
	2.3.7 Allocation by Administrative Agent
	 	 	20	 
	2.3.8 Administration Fee
	 	 	21	 
	2.4 Funding by Lenders; Disbursement to the Borrower
	 	 	21	 
	2.4.1 Ratable Loans
	 	 	21	 
	2.4.2 Competitive Bid Loans
	 	 	21	 
	2.5 Fees
	 	 	22	 
	2.5.1 Facility Fee
	 	 	22	 
	2.5.2 Utilization Fee
	 	 	22	 
	2.6 Reductions in Aggregate Commitments; Increases in Aggregate Commitments
	 	 	22	 
	2.6.1 Reductions
	 	 	22	 
	2.6.2 Increases
	 	 	22	 
	2.7 Extension Option
	 	 	23	 
	2.8 Term-Out Option
	 	 	24	 
	2.9 Repayments; Optional Principal Prepayments
	 	 	24	 
	2.10 Changes in Interest Rate, etc.
	 	 	25	 
	2.11 Rates Applicable After Default
	 	 	25	 
	2.12 Method of Payment
	 	 	25	 
	2.13 Evidence of Indebtedness
	 	 	26	 
	2.14 Telephonic Notices
	 	 	26	 
	2.15 Interest Payment Dates; Interest and Fee Basis
	 	 	27	 






 









 






	 	 	 	 	 
	 	 	Page
	2.16 Notification of Loans, Interest Rates, Prepayments and Commitment Reductions
	 	 	27	 
	2.17 Lending Installations
	 	 	27	 
	2.18 Non-Receipt of Funds by the Administrative Agent
	 	 	28	 
	2.19 Maximum Interest Rate
	 	 	28	 
	 
	 	 	 	 
	ARTICLE III YIELD PROTECTION; TAXES
	 	 	28	 
	3.1 Yield Protection
	 	 	28	 
	3.2 Changes in Capital Adequacy Regulations
	 	 	29	 
	3.3 Availability of Types of Loans
	 	 	29	 
	3.4 Funding Indemnification
	 	 	29	 
	3.5 Taxes
	 	 	30	 
	3.6 Lender Statements; Survival of Indemnity
	 	 	32	 
	 
	 	 	 	 
	ARTICLE IV CONDITIONS PRECEDENT
	 	 	32	 
	4.1 Initial Loan
	 	 	32	 
	4.2 Each Loan
	 	 	33	 
	 
	 	 	 	 
	ARTICLE V REPRESENTATIONS AND WARRANTIES
	 	 	34	 
	5.1 Corporate Existence
	 	 	34	 
	5.2 Financial Condition
	 	 	34	 
	5.3 Litigation
	 	 	34	 
	5.4 No Breach
	 	 	35	 
	5.5 Corporate Action
	 	 	35	 
	5.6 Regulatory Approval
	 	 	35	 
	5.7 Regulations U and X
	 	 	35	 
	5.8 Pension and Welfare Plans
	 	 	35	 
	5.9 Accuracy of Information
	 	 	36	 
	5.10 Taxes
	 	 	36	 
	5.11 Environmental Warranties
	 	 	36	 
	5.12 Investment Company Act
	 	 	37	 
	5.13 Subsidiaries
	 	 	37	 
	 
	 	 	 	 
	ARTICLE VI COVENANTS
	 	 	38	 
	6.1 Financial Statements
	 	 	38	 
	6.2 Litigation
	 	 	39	 
	6.3 Corporate Existence, Compliance with Laws, Taxes, Examination of Books, Insurance, etc.
	 	 	39	 
	6.4 Use of Proceeds
	 	 	40	 
	6.5 Environmental Covenant
	 	 	40	 
	6.6 Financial Covenant
	 	 	40	 
	6.7 Utility Dividends
	 	 	40	 
	6.8 Borrower’s Continued Ownership of Utility’s Capital Stock
	 	 	41	 
	 
	 	 	 	 
	ARTICLE VII EVENTS OF DEFAULT
	 	 	41	 
	 
	 	 	 	 
	ARTICLE VIII ACCELERATION, WAIVERS, AMENDMENTS AND REMEDIES
	 	 	43	 






ii









 






	 	 	 	 	 
	 	 	Page
	8.1 Acceleration
	 	 	43	 
	8.2 Amendments
	 	 	43	 
	8.3 Preservation of Rights
	 	 	44	 
	 
	ARTICLE IX GENERAL PROVISIONS
	 	 	44	 
	9.1 Survival of Representations
	 	 	44	 
	9.2 Governmental Regulation
	 	 	44	 
	9.3 Headings
	 	 	44	 
	9.4 Entire Agreement
	 	 	44	 
	9.5 Several Obligations; Benefits of this Agreement
	 	 	44	 
	9.6 Expenses; Indemnification
	 	 	45	 
	9.7 Numbers of Documents
	 	 	45	 
	9.8 Accounting
	 	 	45	 
	9.9 Severability of Provisions
	 	 	46	 
	9.10 Nonliability of Lenders
	 	 	46	 
	9.11 Confidentiality
	 	 	46	 
	9.12 Disclosure
	 	 	46	 
	9.13 Rights Cumulative
	 	 	46	 
	9.14 Syndication Agent; Documentation Agents
	 	 	46	 
	 
	 	 	 	 
	ARTICLE X THE ADMINISTRATIVE AGENT
	 	 	47	 
	10.1 Appointment; Nature of Relationship
	 	 	47	 
	10.2 Powers
	 	 	47	 
	10.3 General Immunity
	 	 	47	 
	10.4 No Responsibility for Loans, Recitals, etc.
	 	 	47	 
	10.5 Action on Instructions of Lenders
	 	 	48	 
	10.6 Employment of Agents and Counsel
	 	 	48	 
	10.7 Reliance on Documents; Counsel
	 	 	48	 
	10.8 Administrative Agent’s Reimbursement and Indemnification
	 	 	48	 
	10.9 Notice of Default
	 	 	49	 
	10.10 Rights as a Lender
	 	 	49	 
	10.11 Lender Credit Decision
	 	 	49	 
	10.12 Successor Administrative Agent
	 	 	50	 
	10.13 Administrative Agent and Arranger Fees
	 	 	50	 
	10.14 Delegation to Affiliates
	 	 	50	 
	 
	 	 	 	 
	ARTICLE XI SETOFF; RATABLE PAYMENTS
	 	 	51	 
	11.1 Setoff
	 	 	51	 
	11.2 Ratable Payments
	 	 	51	 
	 
	 	 	 	 
	ARTICLE XII BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS
	 	 	51	 
	12.1 Successors and Assigns
	 	 	51	 
	12.2 Participations
	 	 	52	 
	12.2.1 Permitted Participants; Effect
	 	 	52	 
	12.2.2 Voting Rights
	 	 	52	 
	12.2.3 Benefit of Setoff
	 	 	52	 
	12.2.4 Benefit of Certain Provisions
	 	 	53	 






iii









 






	 	 	 	 	 
	 	 	Page
	12.3 Assignments
	 	 	53	 
	12.3.1 Permitted Assignments
	 	 	53	 
	12.3.2 Effect; Effective Date
	 	 	53	 
	12.4 Assignment to Reflect Amended Commitments
	 	 	54	 
	12.5 Dissemination of Information
	 	 	54	 
	12.6 Tax Treatment
	 	 	54	 
	 
	 	 	 	 
	ARTICLE XIII NOTICES
	 	 	54	 
	13.1 Notices
	 	 	54	 
	13.2 Change of Address
	 	 	55	 
	 
	 	 	 	 
	ARTICLE XIV COUNTERPARTS; EFFECTIVENESS; AMENDMENT AND RESTATEMENT OF EXISTING CREDIT AGREEMENT
	 	 	55	 
	 
	 	 	 	 
	ARTICLE XV CHOICE OF LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL
	 	 	55	 
	15.1 CHOICE OF LAW
	 	 	55	 
	15.2 CONSENT TO JURISDICTION
	 	 	55	 
	15.3 WAIVER OF JURY TRIAL
	 	 	56	 
	15.4 LIMITATION ON LIABILITY
	 	 	56	 
	15.5 USA PATRIOT Act Notice
	 	 	56	 






iv









 






	 	 	 
	SCHEDULES
	 	 
	 
	 	 
	Schedule 1.1

	 	Pricing Schedule
	Schedule 5.3

	 	Litigation
	Schedule 5.8

	 	Employee Benefit Plans
	Schedule 5.11

	 	Environmental Matters
	Schedule 5.13

	 	Subsidiaries
	 
	 	 
	EXHIBITS
	 	 
	 
	 	 
	EXHIBIT 2.2.3

	 	Form of Ratable Borrowing Notice
	EXHIBIT 2.2.4

	 	Form of Notice of Conversion or Continuation
	EXHIBIT 2.3.2

	 	Form of Competitive Bid Quote Request
	EXHIBIT 2.3.3

	 	Form of Invitation for Competitive Bid Quotes
	EXHIBIT 2.3.4

	 	Form of Competitive Bid Quote
	EXHIBIT 2.6.2

	 	Form of Commitment Increase Supplement
	EXHIBIT 2.9

	 	Form of Notice of Prepayment
	EXHIBIT 2.13-1

	 	Form of Ratable Note
	EXHIBIT 2.13-2

	 	Form of Competitive Bid Note
	EXHIBIT 4.1(e)

	 	Form of Opinion
	EXHIBIT 4.2

	 	Form of Compliance Certificate
	EXHIBIT 12.3.1

	 	Form of Assignment Agreement






v









 





     AMENDED AND RESTATED CREDIT AGREEMENT, dated as of August 3, 2007 (the “Agreement”),
among WGL HOLDINGS, INC., as Borrower, the financial institutions from time to time parties hereto,
as LENDERS, WACHOVIA BANK, NATIONAL ASSOCIATION, as Administrative Agent, BANK OF TOKYO-MITSUBISHI
UFJ TRUST COMPANY, as SYNDICATION AGENT, and CITIBANK, N.A., SUNTRUST BANK and WELLS FARGO BANK,
NATIONAL ASSOCIATION, as Documentation Agents.



RECITALS




     WHEREAS, the Borrower entered into that certain Amended and Restated Credit Agreement dated as
of September 30, 2005, among the Borrower, the several lender parties listed on the signature pages
thereof (each an “Existing Lender”), The Bank of New York, as Administrative Agent,
Wachovia Bank, National Association, as Syndication Agent, and Bank of Tokyo-Mitsubishi Trust
Company, SunTrust Bank and Citibank, N.A., as Documentation Agents (the “Existing Credit
Agreement”); and



     WHEREAS, the Borrower has requested, and the Lenders have agreed, that the Existing Credit
Agreement be amended and restated in its entirety pursuant to this Agreement;



     NOW, THEREFORE, the parties hereto agree as follows:



ARTICLE I




INTERPRETATION




     1.1 Definitions. As used in this Agreement:



     “Absolute Bid Rate” means, with respect to an Absolute Bid Rate Loan made by a given
Lender for the relevant Absolute Bid Rate Interest Period, the rate of interest per annum (rounded
to the nearest 1/100 of 1%) offered by such Lender and accepted by the Borrower pursuant to
Section 2.3.



     “Absolute Bid Rate Auction” means a solicitation of Competitive Bid Quotes setting
forth Absolute Bid Rates pursuant to Section 2.3.



     “Absolute Bid Rate Interest Period” means, with respect to an Absolute Bid Rate Loan,
a period of not less than 14 and not more than 180 days commencing on a Business Day selected by
the Borrower pursuant to this Agreement. If such Absolute Bid Rate Interest Period would end on a
day which is not a Business Day, such Absolute Bid Rate Interest Period shall end on the next
succeeding Business Day.



     “Absolute Bid Rate Loan” means a Loan which bears interest at an Absolute Bid Rate.



     “Acquisition” means any transaction, or any series of related transactions,
consummated on or after the Agreement Date, by which the Borrower or any of its Subsidiaries (i)
acquires any going business or all or substantially all of the assets of any firm, corporation or
limited liability
company, or division thereof, whether through purchase of assets, merger or otherwise, or (ii)
directly or indirectly acquires (in one transaction or as the most recent transaction in a series



 









 







of transactions) at least a majority (in number of votes) of the securities of a corporation which
have ordinary voting power for the election of directors (other than securities having such power
only by reason of the happening of a contingency) or a majority (by percentage or voting power) of
the outstanding ownership interests of a partnership or limited liability company.



     “Additional Commitment Lender” is defined in Section 2.6.2.



     “Adjusted Eurodollar Rate” means, for any Eurodollar Interest Period, a rate per annum
(rounded upward, if necessary, to the next higher 1/16 of 1%) equal to the rate obtained by
dividing (i) the Eurodollar Rate for such Interest Period by (ii) a percentage equal to 1.00 minus
the Reserve Requirement in effect from time to time during such Eurodollar Interest Period.



     “Administrative Agent” means Wachovia Bank, National Association, in its capacity as
administrative agent for the Lenders pursuant to Article X, and not in its individual
capacity as a Lender or any successor Administrative Agent appointed pursuant to Article X.



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



     “Aggregate Commitments” means the aggregate of the Commitments of all the Lenders, in
the initial aggregate amount of $400,000,000, as increased or decreased from time to time pursuant
to the terms hereof.



     “Agreement” means this Agreement, including all schedules, annexes and exhibits
hereto.



     “Agreement Date” means August 3, 2007.



     “Alternate Base Rate” means, for any day, a rate of interest 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%.



     “Alternate Base Rate Loan” means a Loan which, except as otherwise provided in
Section 2.10, bears interest at the Alternate Base Rate.



     “Applicable Law” means, anything in Section 15.1 to the contrary
notwithstanding, (i) all applicable common law and principles of equity and (i) all applicable
provisions of all (A) constitutions, statutes, rules, regulations and orders of governmental
bodies, (B) Governmental Approvals and Governmental Registrations and (C) orders, decisions,
judgments and decrees.



     “Applicable Margin” means, with respect to Ratable Loans of any Type at any time, the
percentage rate per annum which is applicable at such time with respect to Loans of such Type as
set forth in the Pricing Schedule, but subject to Section 2.8 hereof.



2









 





     “Arranger” means WCMLLC.



     “Authorized Officer” means any of the Vice President and Chief Financial Officer, Vice
President and General Counsel, or the Treasurer of the Borrower, acting singly.



     “Bankruptcy Code” means the United States Bankruptcy Code (11 U.S.C. §101 et seq.).



     “Borrower” means WGL Holdings, Inc., a Virginia corporation.



     “Borrowing Date” means a date on which a Loan is made.



     “Borrowing Notice” means a Competitive Bid Borrowing Notice or a Ratable Borrowing
Notice, as the context may require.



     “Business Day” means (i) with respect to any borrowing, payment or rate selection of
Eurodollar Loans, a day other than a Saturday, Sunday or other day on which banks in New York City
are authorized to close and which is also a day when dealings in Dollars are carried on in the
London interbank market, and (ii) for all other purposes, a day other than a Saturday, Sunday or
other day on which banks in New York City are authorized to close.



     “Capitalized Lease” of a Person means any lease of Property by such Person as lessee
which would be capitalized on a balance sheet of such Person prepared in accordance with Generally
Accepted Accounting Principles.



     “Capitalized Lease Obligations” of a Person means the amount of the obligations of
such Person under Capitalized Leases which would be shown as a liability on a balance sheet of such
Person prepared in accordance with Generally Accepted Accounting Principles.



     “Cash Equivalent Investments” means (i) short-term obligations 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, commercial banks (whether domestic or
foreign) having capital and surplus in excess of $100,000,000; provided in each case that the same
provides for payment of both principal and interest (and not principal alone or interest alone) and
is not subject to any contingency regarding the payment of principal or interest.



     “CERCLA” means the Comprehensive Environmental Response, Compensation and Liability
Act of 1980.



     “CERCLIS” means the Comprehensive Environmental Response, Compensation, and Liability
Information System List.



     “Change” means (i) any change after Agreement Date in the Risk Based Capital
Guidelines or (ii) any adoption of or change in any other Applicable Law, governmental or quasi
governmental rule, regulation, policy, guideline, interpretation, or directive (whether or not
having the force of law) after the Agreement Date which affects the amount of capital required or



3









 







expected to be maintained by any Lender or any Lending Installation or any corporation controlling
any Lender.



     “Code” means the Internal Revenue Code of 1986.



     “Commitment” means, for each Lender, the obligation of such Lender to make Ratable
Loans not exceeding the amount set forth opposite its signature below, as it may be modified as a
result of any assignment that has become effective pursuant to Section 12.3.2 or as
otherwise decreased or increased from time to time pursuant to the terms hereof.



     “Commitment Increase” is defined in Section 2.6.2.



     “Commitment Increase Supplement” is defined in Section 2.6.2.



     “Competitive Bid Borrowing Notice” is defined in Section 2.3.6.



     “Competitive Bid Loan” means a Eurodollar Bid Rate Loan or an Absolute Bid Rate Loan,
or both, as the case may be.



     “Competitive Bid Margin” means the margin above or below the applicable Eurodollar
Base Rate (adjusted for reserve costs, if applicable) offered for a Eurodollar Bid Rate Loan,
expressed as a percentage (rounded to the nearest 1/100 of 1%) to be added to or subtracted from
such Eurodollar Base Rate.



     “Competitive Bid Note” means any promissory note issued at the request of a Lender
pursuant to Section 2.13 to evidence its Competitive Bid Loans.



     “Competitive Bid Quote” means a competitive bid quote completed and delivered by a
Lender to the Administrative Agent in accordance with Section 2.3.4.



     “Competitive Bid Quote Request” means a competitive bid quote request completed and
delivered by the Borrower to the Administrative Agent in accordance with Section 2.3.2.



     “Consolidated Financial Indebtedness” means at any time the Financial Indebtedness of
the Borrower and its Subsidiaries calculated on a consolidated basis as of such time.



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



     “Consolidated Total Capitalization” means at any time the sum of Consolidated
Financial Indebtedness and Consolidated Net Worth, each calculated at such time.



     “Contingent Obligation” of a Person means any agreement, Contract, undertaking or
arrangement by which such Person assumes, guarantees, endorses, contingently agrees to
purchase or provide funds for the payment of, or otherwise becomes or is contingently liable
upon, the obligation or liability of any other Person, or agrees to maintain the net worth or
working capital or other financial condition of any other Person, or otherwise assures any creditor
of such other Person against loss, including, without limitation, any comfort letter,



4









 







operating
agreement, take or pay contract or the obligations of any such Person as general partner of a
partnership with respect to the liabilities of the partnership.



     “Contract” means (i) any agreement, including an indenture, lease or license, (ii) any
deed or other instrument of conveyance, (iii) any certificate of incorporation or charter and (iv)
any by-law.



     “Controlled Group” means all members of a controlled group of corporations and all
members of a group of trades or businesses (whether or not incorporated) under common control
which, together with the Borrower, are treated as a single employer under Section 414(b) or 414(c)
of the Code or Section 4001 of ERISA.



     “Conversion/Continuation Notice” is defined in Section 2.2.4.



     “Debt” means any Liability that constitutes “debt” or “Debt” under section 101(11) of
the Bankruptcy Code or under the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer
Act or any analogous Applicable Law.



     “Decreasing Commitment Lender” is defined in Section 12.4.



     “Documentation Agent” means each of Citibank, N.A., SunTrust Bank and Wells Fargo
Bank, National Association, acting in the capacity as documentation agent hereunder.



     “Dollars” and the sign “$” mean lawful money of the United States of America.



     “Employee Benefit Plans” is defined in Section 5.8.



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



     “ERISA” means the Employee Retirement Income Security Act of 1974.



     “Eurodollar Auction” means a solicitation of Competitive Bid Quotes setting forth
Eurodollar Bid Rates pursuant to Section 2.3.


     “Eurodollar Base Rate” means, with respect to a Eurodollar Base Rate Loan for the
relevant Eurodollar Interest Period, the sum of (i) the Adjusted Eurodollar Rate applicable to such
Eurodollar Interest Period plus (ii) the Applicable Margin.



     “Eurodollar Base Rate Loan” means a Ratable Loan or a Term Loan which bears interest
at a Eurodollar Base Rate requested by the Borrower pursuant to Section 2.2.



5









 






     “Eurodollar Bid Rate” means, with respect to a Eurodollar Bid Rate Loan made by a
given Lender for the relevant Eurodollar Interest Period, the sum of (i) the Adjusted Eurodollar
Rate applicable to such Interest Period, plus (ii) the Competitive Bid Margin offered by such
Lender and accepted by the Borrower with respect to such Eurodollar Bid Rate Loan.



     “Eurodollar Bid Rate Loan” means a Competitive Bid Loan which bears interest at a
Eurodollar Bid Rate.



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



     “Eurodollar Loan” means a Eurodollar Base Rate Loan or Eurodollar Bid Rate Loan or
both, as the context may require.



     “Eurodollar Rate” means, with respect to a Eurodollar Loan for the relevant Eurodollar
Interest Period, the rate per annum (rounded to the nearest 1/100 of 1%) equal to the British
Bankers’ Association quotation that appears on the Reuters Screen LIBOR01 (or otherwise on such
page or screen as may replace such Reuters Screen) as of 11:00 A.M., London time, two Business Days
prior to the beginning of the applicable Eurodollar Interest Period as the rate for U.S. dollar
deposits to be delivered on the first day of such Eurodollar Interest Period, maintained for such
interest period and having a maturity equal to such Eurodollar Interest Period. In the event that
such rate does not so appear on the Reuters Screen (or otherwise as aforesaid), the “Eurodollar
Rate” for purposes of this definition shall be the arithmetic average (rounded to the nearest 1/100
of 1%) of the offered quotation to first-class banks in the interbank Eurodollar market by each
Reference Bank in London for U.S. dollar deposits with maturities comparable to the applicable
Eurodollar Interest Period determined as of 11:00 A.M. (London time) on the date which is two
Business Days prior to the commencement of such Eurodollar Interest Period. If any one or more of
the Reference Banks shall not furnish such timely information to the Administrative Agent for the
purpose of determining any such Interest Rate, the Administrative Agent shall determine such
Interest Rate on the basis of timely information furnished by the remaining Reference Bank or
Reference Banks.



     “Event of Default” means an event described in Article VII.



     “Excluded Taxes” means, in the case of each Lender or applicable Lending Installation
and the Administrative Agent, taxes imposed on its overall net income, and franchise taxes imposed
on it, by (i) the jurisdiction under the laws of which such Lender or the Administrative



6









 







Agent is
incorporated or organized or (ii) the jurisdiction in which the Administrative Agent’s, such
Lender’s principal executive office or applicable Lending Installation is located.



     “Existing Credit Agreement” has the meaning assigned to it in the recitals.



     “Existing Lender” has the meaning assigned to it in the recitals.



     “Exiting Lender” means each Existing Lender that is not a Lender on the Agreement
Date.



     “Extension Option” means the option of the Borrower under Section 2.7 hereof to extend
the Facility Termination Date.



     “Facility Fee” is defined in Section 2.5.1.



     “Facility Fee Rate” means, at any time, the percentage rate per annum at which
Facility Fees are accruing on the Aggregate Commitments (without regard to usage) at such time as
set forth in the Pricing Schedule.



     “Facility Termination Date” means August 3, 2012, subject to Sections 2.7 and 2.8
hereof.



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



     “Financial Indebtedness” of a Person means such Person’s (i) obligations for borrowed
money which, in accordance with Generally Accepted Accounting Principles, would be shown as
short-term debt on a consolidated balance sheet of such Person, including obligations under notes,
commercial paper, acceptances and other short-term instruments, and (ii) obligations for borrowed
money which, in accordance with Generally Accepted Accounting Principles, would be shown as
long-term debt (including current maturities) on a consolidated balance sheet of such Person.



     “Fitch” means Fitch Ratings, Ltd.



     “Generally Accepted Accounting Principles” means generally accepted accounting
principles in the United States as in effect from time to time, applied in a manner consistent with
those used in preparing the financial statements referred to in Section 5.2.



     “Governmental Approval” means any authority, consent, approval, license (or the like)
or exemption (or the like) of any governmental unit.



7









 





     “Governmental Registration” means any registration or filing (or the like) with, or
report or notice (or the like) to, any governmental unit.



     “Hazardous Material” means: any “hazardous substance”, as defined by CERCLA; any
petroleum product; or any pollutant or contaminant or hazardous, dangerous or toxic chemical,
material or substance within the meaning of any other Environmental Law.



     “Increasing Commitment Lender” is defined in Section 12.4.



     “Indebtedness” of a Person means such Person’s (i) obligations for borrowed money,
(ii) obligations representing the deferred purchase price of Property or services (other than
accounts payable arising in the ordinary course of such Person’s business payable on terms
customary in the trade), (iii) obligations, whether or not assumed, secured by Liens on, or payable
out of the proceeds or production from, Property now or hereafter owned or acquired by such Person,
(iv) obligations which are evidenced by notes, acceptances, or other instruments, (v) obligations
of such Person to purchase securities or other Property arising out of or in connection with the
sale of the same or substantially similar securities or Property, (vi) Capitalized Lease
Obligations, (vii) any other obligation for borrowed money or other financial accommodation which
in accordance with Generally Accepted Accounting Principles would be shown as a liability on the
consolidated balance sheet of such Person, (viii) Contingent Obligations in respect of any type of
obligation described in any of the other clauses of this definition, (ix) obligations in respect of
Letters of Credit, (x) Operating Lease Obligations, (xi) obligations in respect of Sale and
Leaseback Transactions and (xii) Off-Balance Sheet Liabilities.



     “Indemnified Person” means any Person that is, or at any time was, the Administrative
Agent, the Syndication Agent, a Documentation Agent, a Lender or an Arranger or an Affiliate,
director, officer, employee or agent of any such Person.



     “Interest Period” means a Eurodollar Interest Period or an Absolute Bid Rate Interest
Period.



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



     “Invitation for Competitive Bid Quotes” means an Invitation for Competitive Bid Quotes
completed and delivered by the Administrative Agent to the Lenders in accordance with Section
2.3.3.



     “Lenders” means the lending institutions listed on the signature pages of this
Agreement, any Additional Commitment Lenders, and their respective successors and assigns.



8









 





     “Lending Installation” means, with respect to a Lender or the Administrative Agent,
the office, branch, subsidiary or affiliate of such Lender or the Administrative Agent listed on
the signature pages hereof or on a Schedule or otherwise selected by such Lender or the
Administrative Agent pursuant to Section 2.17.



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



     “Liability” of any Person means (in each case, whether with full or limited recourse)
any indebtedness, liability, obligation, covenant or duty of or binding upon, or any term or
condition to be observed by or binding upon, such Person or any of its assets, of any kind, nature
or description, direct or indirect, absolute or contingent, due or not due, in contract or tort,
liquidated or unliquidated, whether arising under Contract, Applicable Law, or otherwise, whether
now existing or hereafter arising, and whether for the payment of money or the performance or
non-performance of any act.



     “Lien” means any lien (statutory or other), mortgage, pledge, hypothecation,
assignment, deposit arrangement, encumbrance or preference, priority or other security agreement or
preferential arrangement of any kind or nature whatsoever (including, without limitation, the
interest of a vendor or lessor under any conditional sale, Capitalized Lease or other title
retention agreement).



     “Loan” means, with respect to a Lender, a loan made by such Lender pursuant to
Article II (and, in the case of a loan made pursuant to Section 2.2, any conversion
or continuation thereof).



     “Loan Document Related Claim” means any claim or dispute (whether arising under
Applicable Law, including any “environmental” or similar law, under Contract or otherwise and, in
the case of any proceeding relating to any such claim or dispute, whether civil, criminal,
administrative or otherwise) in any way arising out of, related to, or connected with, the Loan
Documents, the relationships established thereunder or any actions or conduct thereunder or with
respect thereto, whether such claim or dispute arises or is asserted before or after the Agreement
Date or before or after the Repayment Date.



     “Loan Documents” means this Agreement and any Notes issued pursuant to Section
2.13.



     “Material Adverse Effect” means any effect, resulting from any event or circumstance
whatsoever, which will, or is reasonably likely to, have a material adverse effect on the financial
condition, operations, assets, business, properties or prospects of the Borrower and its
Subsidiaries, taken as a whole, on the ability of the Borrower to perform its obligations
under this Agreement, or on the validity or enforceability of this Agreement.



     “Material Subsidiary” means at any time with respect to a Person, a Subsidiary, if
any, of such Person, the consolidated assets of which exceed at such time 15% of the consolidated
assets of such Person and its Subsidiaries, if any, determined on a consolidated basis.



9









 





     “Maximum Permissible Rate” means, with respect to interest payable on any amount, the
rate of interest on such amount that, if exceeded, could, under Applicable Law, result in (i) civil
or criminal penalties being imposed on the payee or (ii) the payee’s being unable to enforce
payment of (or, if collected, to retain) all or any part of such amount or the interest payable
thereon.



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



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



     “Non-Absolute Bid Rate Loan” means a Loan other than an Absolute Bid Rate Loan.



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



     “Notes” means, collectively, all of the Competitive Bid Notes and all of the Ratable
Notes which may be issued hereunder, and “Note” means any one of the Notes.



     “Obligations” means all unpaid principal of and accrued and unpaid interest on the
Loans, all accrued and unpaid fees and all expenses, reimbursements, indemnities and other
obligations of the Borrower to any Lender, the Administrative Agent or any Indemnified Person
arising under the Loan Documents.



     “Off-Balance Sheet Liability” of a Person means (i) any repurchase obligation or
liability of such Person with respect to accounts or notes receivable sold by such Person, (ii) any
liability under any Sale and Leaseback Transaction which is not a Capitalized Lease, (iii) any
liability under any so-called “synthetic lease” transaction entered into by such Person, or (iv)
any obligation arising with respect to any other transaction which is the functional equivalent of,
or takes the place of, borrowing, but which does not constitute a liability on the balance sheets
of such Person, but excluding from this clause (iv) Operating Leases.



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



     “Operating Lease Obligations” means, as at any date of determination, the amount
obtained by aggregating the present values, determined in the case of each particular Operating
Lease by applying a discount rate (which discount rate shall equal the discount rate which would be
applied under Generally Accepted Accounting Principles if such Operating Lease were a Capitalized
Lease) from the date on which each fixed lease payment is due under such Operating
Lease to such date of determination, of all fixed lease payments due under all Operating
Leases of the Borrower and its Subsidiaries.



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



     “Overdue Rate” means (i) in the case of overdue amounts of the principal of a
Eurodollar Loan, (A) until the last day of the applicable Interest Period during which such Loan
became due



10









 







and payable, the rate otherwise applicable hereunder plus 1%, and (B) thereafter, the
Alternate Base Rate in effect from time to time plus 1%, and (ii) in the case of all other overdue
amounts, the Alternate Base Rate in effect from time to time plus 1%.



     “Participants” is defined in Section 12.2.1.



     “Patriot Act” is defined in Section 15.5.



     “Payment Date” means the last day of each month.



     “PBGC” means the Pension Benefit Guaranty Corporation.



     “Pension Plan” means a “pension plan”, as such term is defined in section 3(2) of
ERISA, which is subject to Title IV of ERISA, and to which the Borrower or any corporation, trade
or business that is, along with the Borrower, a member of a Controlled Group, may have liability,
including any liability by reason of having been a substantial employer within the meaning of
section 4063 of ERISA at any time during the preceding five years, or by reason of being deemed to
be a contributing sponsor under section 4069 of ERISA.



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



     “Pricing Schedule” means Schedule 1.1 attached hereto.



     “Prime Rate” means a rate per annum equal to the prime rate of interest announced from
time to time by Wachovia Bank, National Association, (which is not necessarily the lowest rate
charged to any customer), changing when and as said prime rate changes.



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



     “Purchasers” is defined in Section 12.3.1.



     “Ratable Borrowing Notice” is defined in Section 2.2.3.



     “Ratable Loan” means a Loan made by a Lender pursuant to Section 2.2 hereof.



     “Ratable Note” means any promissory note issued at the request of a Lender pursuant to
Section 2.11 to evidence its Ratable Loans.



     “Reference Banks” means five leading dealers in the London interbank Eurodollar market
as selected by the Administrative Agent from time to time.



     “Regulation D” means Regulation D of the Board of Governors of the Federal Reserve
System.



     “Regulation U” means Regulation U of the Board of Governors of the Federal Reserve
System.



11









 





     “Regulation X” means Regulation X of the Board of Governors of the Federal Reserve
System.



     “Release” means “release”, as such term is defined in CERCLA.



     “Rentals” of a Person means the aggregate fixed amounts payable by such Person under
any Operating Lease.



     “Repayment Date” means the later of (a) the date of the termination of the Commitments
(whether as a result of the occurrence of the Facility Termination Date, reduction to zero pursuant
to Section 2.6.1 or termination pursuant to Article VIII), (b) if the Borrower
shall exercise its Term-Out Option, the day one year after the Facility Termination Date, and (c)
the date of the payment in full of all principal of and interest on the Loans and all other amounts
payable or accrued hereunder.



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



     “Reports” is defined in Section 9.6.



     “Required Lenders” means Lenders having in the aggregate more than 50.0% of the
Aggregate Commitments or, if the Aggregate Commitments has been terminated, Lenders holding in the
aggregate more than 50.0% of the aggregate unpaid principal amount of the outstanding Loans.



     “Reserve Requirement” means, at any time, the then current maximum rate for which
reserves (including any marginal, supplemental or emergency reserve) are required to be maintained
under Regulation D against “Eurocurrency liabilities”, as that term is used in Regulation D, by
member banks of the Federal Reserve System in New York City with deposits exceeding five billion
Dollars. The Adjusted Eurodollar Rate shall be adjusted automatically on and as of the effective
date of any change in the Reserve Requirement.



     “Resource Conservation and Recovery Act” means the Resource Conservation and Recovery
Act, 42 U.S.C. Section 690, et seq.



     “Risk Based Capital Guidelines” means (i) the risk based capital guidelines in effect
in the United States on the Agreement Date, including transition rules, and (ii) the corresponding
capital regulations promulgated by regulatory authorities outside the United States implementing
the July 1988 report of the Basle Committee on Banking Regulation and Supervisory Practices
entitled “International Convergence of Capital Measurements and Capital Standards,” including
transition rules, and any amendments to such regulations adopted prior to Agreement Date.



12









 





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



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



     “SEC” means the Securities and Exchange Commission.



     “SEC Disclosure Documents” means all reports on Forms 10K, 10Q, and 8K filed by the
Borrower with the SEC.



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



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



     “Syndication Agent” means Bank of Tokyo-Mitsubishi UFJ Trust Company in its capacity
as syndication agent hereunder.



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



     “Term Loan” is defined in Section 2.8.



     “Term-Out Option” is defined in Section 2.8.



     “Termination Letter” is defined in Section 4.1(g).



     “Transferee” is defined in Section 12.5.



     “Type” means, with respect to any Loan, its nature as an Alternate Base Rate Loan,
Eurodollar Base Rate Loan, an Absolute Bid Rate Loan, or a Eurodollar Bid Rate Loan.



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



     “Utility” means Washington Gas Light Company, a Virginia and District of Columbia
corporation.



     “Utilization Fee” is defined in Section 2.5.2.



13









 





     “Utilization Fee Rate” means, at any time, the percentage rate per annum at which
Utilization Fees are accruing at such time as set forth on the Pricing Schedule.



     “WCMLLC” means Wachovia Capital Markets, LLC, and its successors, in its capacity as a
Lead Arranger and Book Runner.



     “Welfare Plan” means a “welfare plan”, as such term is defined in section 3(1) of
ERISA.



     1.2 Other Interpretive Provisions.



     (i) Except as otherwise specified herein, all references herein (A) to any Person shall be
deemed to include such Person’s successors and assigns, (B) to any Applicable Law defined or
referred to herein shall be deemed references to such Applicable Law or any successor Applicable
Law as the same may have been or may be amended or supplemented from time to time, and (C) to any
Loan Document or other Contract defined or referred to herein shall be deemed references to (I) in
the case of any such Loan Document, such Loan Document as the terms thereof may have been or may be
amended, supplemented, waived or otherwise modified from time to time, and (II) in the case of any
other Contract, such Contract as in effect on the Agreement Date.



     (ii) When used in this Agreement, the words “herein”, “hereof” and “hereunder” and words of
similar import shall refer to this Agreement as a whole and not to any provision of this Agreement,
and the words “Article”, “Section”, “Schedule” and “Exhibit” shall refer to Articles and Sections
of, and Schedules and Exhibits to, this Agreement unless otherwise specified.



     (iii) Whenever the context so requires, the neuter gender includes the masculine or feminine,
the masculine gender includes the feminine, and the singular number includes the plural, and vice
versa.



     (iv) Any item or list of items set forth following the word “including”, “include” or
“includes” is set forth only for the purpose of indicating that, regardless of whatever other items
are in the category in which such item or items are “included”, such item or items are in such
category, and shall not be construed as indicating that the items in the category in which such
item or items are “included” are limited to such items or to items similar to such items.



     (v) Each authorization in favor of the Administrative Agent, the Lenders or any other Person
granted by or pursuant to this Agreement shall be deemed to be irrevocable and coupled with an
interest.



     (vi) Except as otherwise specified herein, all references to the time of day shall be deemed
to be to New York City time as then in effect.



14









 





ARTICLE II




CREDIT FACILITY




     2.1 The Facility.



          2.1.1 Amount of Facility. In no event may the aggregate principal amount of all
outstanding Loans (including both the Ratable Loans and the Competitive Bid Loans) exceed the
Aggregate Commitments.




          2.1.2 Availability of Facility. Subject to the terms of this Agreement, the facility
is available from the date hereof to the Facility Termination Date, and the Borrower may borrow,
repay and reborrow at any time prior to the Facility Termination Date. The Commitments to lend
hereunder shall expire on the Facility Termination Date.




          2.1.3 Repayment of Facility. Subject to the terms of this Agreement, any outstanding
Loans and all other unpaid Obligations shall be paid in full by the Borrower on the Facility
Termination Date; provided that if any authorization of any state official or state regulatory
authority required under any Applicable Law, for any borrowing of Loans by the Borrower expires
without being extended at any time prior to the Facility Termination Date (and such authorization
is required to be in effect at such time in order for the Borrower to continue to have such Loans
and other unpaid Obligations outstanding under Applicable Law), then upon the expiration of such
authorization, all outstanding Loans and all other unpaid Obligations shall be paid in full by the
Borrower.




     2.2 Ratable Loans.



          2.2.1 Commitment to Lend. Upon the terms and subject to the conditions of this
Agreement, each Lender agrees to make, from time to time during the period from the Agreement Date
through the Facility Termination Date, Ratable Loans to the Borrower,
provided that (i) the
aggregate unpaid principal amount of such Lender’s Ratable Loans shall not at any time exceed such
Lender’s Commitment at such time and (ii) the aggregate unpaid principal amount of all Loans shall
not exceed at any time the Aggregate Commitments at such time.




          2.2.2 Types of Ratable Loans.
Subject to Section 2.4, the Ratable Loans may be made as, and from time to time
continued as or converted to, Alternate Base Rate Loans or Eurodollar Base Rate Loans, or a
combination thereof, selected by the Borrower in accordance with Section 2.2.3.




          2.2.3 Method of Selecting Types and Interest Periods for Ratable Loans. In order to
request Ratable Loans, the Borrower shall give the Administrative Agent irrevocable notice (a
“Ratable Borrowing Notice”) not later than 11:00 a.m. at least one Business Day before the
requested Borrowing Date of each Alternate Base Rate Loan and at least three Business Days before
the requested Borrowing Date for each Eurodollar Base Rate Loan. Notwithstanding the foregoing, a
Ratable Borrowing Notice for an Alternate Base Rate Loan may be given not later than 15 minutes
after the time by which the Borrower is required to accept or reject one or more bids offered in
connection with an Absolute Bid Rate Auction pursuant to Section 2.3.6, and a




15









 







Ratable
Borrowing Notice for a Eurodollar Base Rate Loan may be given not later than 15 minutes after the
time by which the Borrower is required to accept or reject one or more bids offered in connection
with a Eurodollar Auction pursuant to Section 2.3.6. A Ratable Borrowing Notice shall be
in the form of Exhibit 2.2.3 hereto and shall specify:




     (i) the requested Borrowing Date, which shall be a Business Day, of such Ratable Loan,



     (ii) the aggregate amount of such Ratable Loan,



     (iii) the Type or Types of Ratable Loan selected, and



     (iv) in the case of each Eurodollar Base Rate Loan, the Eurodollar Interest Period applicable
thereto (which may not end after the Facility Termination Date).


Each Eurodollar Base Rate Loan shall be in the minimum amount of $5,000,000 (and in an integrated
multiple of $1,000,000 if in excess thereof), and each Alternate Base Rate Loan shall be in the
minimum amount of $1,000,000 (and in an integrated multiple of $1,000,000 if in excess thereof);
provided, however, that, subject to Section 2.2.1, any Alternate Base Rate Loan may be in
the amount of the unused Aggregate Commitments. Upon receipt of any such notice, the
Administrative Agent shall promptly notify each Lender of the contents thereof and of the amount
and Type of each Ratable Loan to be made by such Lender on the requested date specified therein.




          2.2.4 Conversion and Continuation of Outstanding Loans. (i) (i) Each Alternate Base
Rate Loan shall continue as an Alternate Base Rate Loan unless and until such Alternate Base Rate
Loan is either converted into a Eurodollar Base Rate Loan in accordance with this Section
2.2.4 or repaid in accordance with Section 2.7. Each Eurodollar Base Rate Loan shall
continue as a Eurodollar Base Rate Loan until the end of the then applicable Eurodollar Interest
Period therefor, at which time such Eurodollar Base Rate Loan shall be automatically converted into
an Alternate Base Rate Loan unless (x) such Eurodollar Base Rate Loan is or was repaid in
accordance with Section 2.8 or (y) the Borrower shall have given the Administrative Agent a
Conversion/Continuation Notice requesting that, at the end of such Eurodollar Interest Period, such
Eurodollar Base Rate Loan continue as a
Eurodollar Base Rate Loan for the same or another Eurodollar Interest Period. The Borrower
may elect from time to time to convert all or any part of an Alternate Base Rate Loan into a
Eurodollar Base Rate Loan. The Borrower shall give the Administrative Agent irrevocable notice in
the form of Exhibit 2.2.4 (a “Conversion/Continuation Notice”) of each conversion
of an Alternate Base Rate Loan into a Eurodollar Base Rate Loan, or continuation of a Eurodollar
Base Rate Loan, not later than 11:00 a.m. at least three Business Days prior to the date of the
requested conversion or continuation, specifying:





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




     (b) the aggregate amount and Type of the Ratable Loan which is to be converted or
continued, and



16









 






     (c) the amount of such Ratable Loan(s) which is to be converted or continued as a
Eurodollar Base Rate Loan and the duration of the Eurodollar Interest Period applicable
thereto.


Upon receipt of any such notice, the Administrative Agent shall promptly notify each Lender of (x)
the contents thereof, (y) the amount and Type and, in the case of Eurodollar Base Rate Loans, the
last day of the applicable Interest Period of each Ratable Loan to be converted or continued by
such Lender and (z) the amount and Type or Types of Ratable Loans into which such Ratable Loans are
to be converted or as which such Ratable Loan are to be continued.




     (ii) Notwithstanding anything to the contrary contained in this Section 2.2.4, during
an Event of Default, the Administrative Agent may notify the Borrower that Ratable Loans may only
be converted into or continued as Ratable Loans of certain specified Types.



     (iii) Ratable Loans may not be converted into Competitive Bid Loans, and Competitive Bid Loans
may not be converted, except as required under Section 3.3, or continued.



     2.3 Competitive Bid Loans.



          2.3.1 Competitive Bid Option. In addition to Ratable Loans pursuant to Section
2.2, but subject to the terms and conditions of this Agreement (including, without limitation,
the limitation set forth in Section 2.1.1 as to the maximum aggregate principal amount of
all outstanding Loans hereunder), the Borrower may, as set forth in this Section 2.3,
request the Lenders, prior to the Facility Termination Date, to make offers to make Competitive Bid
Loans to the Borrower. Each Lender may, but shall have no obligation to, make such offers, and the
Borrower may, but shall have no obligation to, accept any such offers in the manner set forth in
this Section 2.3. Each Competitive Bid Loan shall be repaid by the Borrower on the last
day of the Interest Period applicable thereto. Each Competitive Bid Loan shall be in the minimum
amount of $5,000,000 (and in multiples of $1,000,000 if in excess thereof).




          2.3.2 Competitive Bid Quote Request.
When the Borrower wishes to request offers to make Competitive Bid Loans under this
Section 2.3, it shall transmit to the Administrative Agent by telecopy a Competitive Bid
Quote Request so as to be received no later than 11:00 a.m. at least five Business Days prior to
the Borrowing Date proposed therein; provided that, a Competitive Bid Quote Request solely
requesting an Absolute Bid Rate Auction does not need to be received by the Administrative Agent
until no later than 10:00 a.m. at least one Business Day prior to the Borrowing Date proposed
therein, and in each case specifying:





          (a) the proposed Borrowing Date, which shall be a Business Day, for such Competitive
Bid Loan;




          (b) whether the Competitive Bid Quotes requested are to set forth a Competitive Bid
Margin, an Absolute Bid Rate, or both;




          (c) the aggregate principal amount of each Type of Competitive Bid Loan requested;



17









 






          (d) the Interest Periods applicable thereto (which may not end after the Facility
Termination Date); and




          (e) whether such Competitive Bid Loans shall be subject to prepayment.


The Borrower may request offers to make Competitive Bid Loans for more than one (1) Interest Period
and either a Eurodollar Auction or an Absolute Bid Rate Auction, but not both, in a single
Competitive Bid Quote Request. No Competitive Bid Quote Request shall be given (x) while another
Competitive Bid Quote Request is outstanding or (y) within five (5) Business Days (or such other
number of days as the Borrower and the Administrative Agent may agree) of any other Competitive Bid
Quote Request. A Competitive Bid Quote Request that does not conform substantially to the format
of Exhibit 2.3.2 hereto shall be rejected by the Administrative Agent, and the
Administrative Agent shall promptly notify the Borrower of such rejection.




          2.3.3 Invitation for Competitive Bid Quotes. Promptly and in any event before the
close of business on the same Business Day of receipt of a timely Competitive Bid Quote Request
that is not rejected pursuant to Section 2.3.2, the Administrative Agent shall send to each
of the Lenders by telecopy an Invitation for Competitive Bid Quotes substantially in the form of
Exhibit 2.3.3 hereto, which shall constitute an invitation by the Borrower to each Lender
to submit Competitive Bid Quotes offering to make the Competitive Bid Loans to which such
Competitive Bid Quote Request relates in accordance with this Section 2.3.




          2.3.4 Submission and Contents of Competitive Bid Quotes. (i) Each Lender may, in its
sole discretion, submit a Competitive Bid Quote containing an offer or offers to make Competitive
Bid Loans in response to any Invitation for Competitive Bid Quotes. Each Competitive Bid Quote
must comply with the requirements of this Section 2.3.4 and must be submitted to the
Administrative Agent by telecopy at its offices
specified in or pursuant to Article XIII not later than (a) 9:00 a.m. at least three
Business Days prior to the proposed Borrowing Date, in the case of a Eurodollar Auction, or (b)
9:00 a.m. on the proposed Borrowing Date, in the case of an Absolute Bid Rate Auction (or, in
either case upon reasonable prior notice to the Lenders, such other time and date as the Borrower
and the Administrative Agent may agree); provided that Competitive Bid Quotes submitted by a Lender
that is, or is an Affiliate of, the Administrative Agent may only be submitted if the
Administrative Agent or such Lender notifies the Borrower of the terms of the offer or offers
contained therein not later than 15 minutes prior to the latest time at which the relevant
Competitive Bid Quotes must be submitted by the other Lenders. Subject to Articles IV and
VIII, any Competitive Bid Quote so made shall be irrevocable (but the Competitive Bid Loans
made pursuant thereto shall be subject to Article IV), except with the written consent of
the Administrative Agent given on the instructions of the Borrower.




     (ii) Each Competitive Bid Quote shall be in substantially the form of Exhibit 2.3.4
hereto and shall in any case specify:




     (a) the proposed Borrowing Date, which shall be the same as that set forth in the
applicable Invitation for Competitive Bid Quotes,



18









 






     (b) identify the Type of Competitive Bid Loans such Lender is making an offer for,




     (c) the principal amount of each Competitive Bid Loan for which each such offer is
being made, which principal amount (1) may be greater than, less than or equal to the
Commitment of the quoting Lender, (2) must be at least $5,000,000 and an integral multiple
of $1,000,000, and (3) may not exceed the principal amount of Competitive Bid Loans for
which offers were requested,




     (d) in the case of a Eurodollar Auction, the Competitive Bid Margin offered for each
such Competitive Bid Loan,




     (e) in the case of an Absolute Bid Rate Auction, the Absolute Bid Rate offered for each
such Competitive Bid Loan,




     (f) the minimum amount, if any, of the Competitive Bid Loan which may be accepted by
the Borrower,




     (g) the maximum aggregate amount, if any, of Competitive Bid Loans offered by the
quoting Lender which may be accepted by the Borrower, and




     (h) the identity of the quoting Lender.



     (iii) The Administrative Agent shall reject any Competitive Bid Quote that:




     (a) is not substantially in the form of Exhibit 2.3.4 hereto or does not
specify all of the information required by this Section 2.3.4(ii),




     (b) contains qualifying, conditional or similar language, other than any such language
contained in Exhibit 2.3.4 hereto,




     (c) proposes terms other than or in addition to those set forth in the applicable
Invitation for Competitive Bid Quotes, or




     (d) arrives after the time set forth in Section 2.3.4(i).


If any Competitive Bid Quote shall be rejected pursuant to this Section 2.3.4(iii), then
the Administrative Agent shall notify the relevant Lender of such rejection as soon as practical.




          2.3.5 Notice to Borrower. The Administrative Agent shall promptly notify the Borrower
of the terms (i) of any Competitive Bid Quote submitted by a Lender that is in accordance with
Section 2.3.4 and (ii) of any Competitive Bid Quote that amends, modifies or is otherwise
inconsistent with a previous Competitive Bid Quote submitted by such Lender with respect to the
same Competitive Bid Quote Request. Any such subsequent Competitive Bid Quote shall be disregarded
by the Administrative Agent unless such subsequent Competitive Bid Quote specifically states that
it is submitted solely to correct a manifest error in such former Competitive Bid Quote. The
Administrative Agent’s notice to the Borrower shall specify the aggregate principal amount of
Competitive Bid Loans for which offers have been received for




19









 







each Interest Period specified in the
related Competitive Bid Quote Request and the respective principal amounts and Eurodollar Bid Rates
or Absolute Bid Rates, as the case may be, so offered.




          2.3.6 Acceptance and Notice by Borrower. Not later than (i) 10:00 a.m. at least three
Business Days prior to the proposed Borrowing Date, in the case of a Eurodollar Auction or (ii)
10:00 a.m. on the proposed Borrowing Date, in the case of an Absolute Bid Rate Auction (or, in
either case upon reasonable prior notice to the Lenders, such other time and date as the Borrower
and the Administrative Agent may agree), the Borrower shall notify the Administrative Agent (such
notice, a “Competitive Bid Borrowing Notice”) of its acceptance or rejection of the offers
so notified to it pursuant to Section 2.3.5 (which notice shall be irrevocable, except,
with respect to notices that have not yet been relied upon by any Lender, in the case of manifest
error); provided, however, that the failure by the Borrower to give such notice to the
Administrative Agent shall be deemed to be a rejection of all such offers. In the case of
acceptance, such Competitive Bid Borrowing Notice shall specify the aggregate principal amount of
offers for each Interest Period that are accepted. The Borrower may accept any Competitive Bid
Quote in whole or in part (subject to the terms of Section 2.3.4(ii)(f)); provided
that:





     (a) the aggregate principal amount of each Competitive Bid Loan may not exceed the
applicable amount set forth in the related Competitive Bid Quote Request,




     (b) (i) the aggregate principal amount of offers accepted may not (after giving effect
to the making of the Competitive Bid Loans to which such offers relate) cause the aggregate
unpaid principal amount of all Loans to exceed the aggregate amount of the Aggregate
Commitments at such time, (ii) the aggregate principal amount of offers
accepted with respect to each requested Type of Competitive Bid Loan may not exceed the
principal amount specified for such Type in the request therefor, and (iii) the aggregate
principal amount of any offer by any Lender accepted with respect to a requested Type of Bid
Rate Loan may not exceed the maximum, nor be less than the minimum, aggregate principal
amount thereof specified in such Lender’s offer with respect to such Type of Competitive Bid
Loan,




     (c) acceptance of offers may only be made on the basis of ascending Eurodollar Bid
Rates or Absolute Bid Rates, as the case may be, and




     (d) the Borrower may not accept any offer that is described in Section
2.3.4(iii) or that otherwise fails to comply with the requirements of this Agreement.



          2.3.7 Allocation by Administrative Agent. If offers are made by two or more Lenders
with the same Eurodollar Bid Rates or Absolute Bid Rates, as the case may be, for a greater
aggregate principal amount than the amount in respect of which offers are accepted for the related
Interest Period, the principal amount of Competitive Bid Loans in respect of which such offers are
accepted shall be allocated by the Administrative Agent among such Lenders as nearly as possible
(in such multiples, not greater than $1,000,000, as the Administrative Agent may deem appropriate)
in proportion to the aggregate principal amount of such offers; provided,




20









 







 however, that no Lender
shall be allocated a portion of any Competitive Bid Loan which is less than the minimum amount
which such Lender has indicated that it is willing to accept. Allocations by the Administrative
Agent of the amounts of Competitive Bid Loans shall be conclusive in the absence of manifest error.
The Administrative Agent shall promptly, but in any event on the same Business Day, notify each
Lender of its receipt of a Competitive Bid Borrowing Notice and the aggregate principal amount of
such Competitive Bid Loan allocated to each participating Lender.




          2.3.8 Administration Fee. The Borrower hereby agrees to pay to the Administrative Agent an
administration fee of $2,500 for each Competitive Bid Quote Request transmitted by the Borrower to
the Administrative Agent pursuant to Section 2.3.2. Such administration fee shall be
payable in arrears on each Payment Date hereafter and on the Facility Termination Date (or such
earlier date on which the Aggregate Commitments shall terminate or be cancelled) for any period
then ending for which such fee, if any, shall not have been theretofore paid.




     2.4 Funding by Lenders; Disbursement to the Borrower.



          2.4.1 Ratable Loans.





     (i) Not later than 1:00 p.m. on each requested Borrowing Date, each Lender shall, if it
has received the notice contemplated by Section 2.2.3 on or prior to 12:00 noon on
such date, in the case of Alternate Base Rate Loans, or on or prior to its close of business
on the third Eurodollar Business Day before such date, in the case of Eurodollar Base Rate
Loans, make available to the Administrative Agent, in Dollars in funds
immediately available to the Administrative Agent at its address specified pursuant to
Article XIII, the amount of Ratable Loans to be made by such Lender on such date.




     (ii) Ratable Loans shall be disbursed by the Administrative Agent not later than 3:30
p.m. on the date specified therefor by credit to an account of the Borrower at the
Administrative Agent at its address specified pursuant to Article XIII or in such
other manner as may have been specified to and as shall be reasonably acceptable to the
Administrative Agent, in each case in Dollars in funds immediately available to the
Borrower, as the case may be.




     2.4.2 Competitive Bid Loans. (i) Not later than noon on each Borrowing Date,
each Lender shall make available its Competitive Loan in funds immediately available in New
York to the Administrative Agent at its address specified pursuant to Article XIII.




     (ii) Competitive Bid Loans shall be disbursed by the Administrative Agent not later
than 3:30 p.m. on the date specified therefor and shall be applied in the following order:
first, to repay Competitive Bid Loans maturing or matured as of such date that have
not otherwise been repaid or for which provision for repayment has not been made; and
second, by credit to an account of the Borrower at the Administrative Agent at its
address specified pursuant to Article XIII or in such other manner as may have been
specified to and as shall be reasonably acceptable to the Administrative Agent, in each



21









 






case
in Dollars in funds immediately available to the Borrower or the appropriate Lender, as the
case may be.



     2.5 Fees.



          2.5.1 Facility Fee. The Borrower agrees to pay to the Administrative Agent for the
account of each Lender a facility fee at a per annum rate equal to the Facility Fee Rate on the
average daily amount of such Lender’s Commitment (whether used or unused) from the date hereof to
and including the Repayment Date (the “Facility Fee”), payable on the last day of each
calendar quarter hereafter and on the Repayment Date.




          2.5.2 Utilization Fee. The Borrower agrees to pay to the Administrative Agent for the
account of each Lender a utilization fee at a rate per annum equal to the Utilization Fee Rate on
the aggregate unpaid principal amount of such Lender’s Loans for each day on which the aggregate
outstanding principal amount of all outstanding Loans exceeds 50% of the Aggregate Commitments (the
“Utilization Fee”), payable on the last day of each calendar quarter hereafter and on the
Repayment Date.



None of the fees payable under this Section 2.5 shall be refundable in whole or in part.




     2.6 Reductions in Aggregate Commitments; Increases in Aggregate Commitments.



          2.6.1 Reductions. The Borrower may permanently reduce the Aggregate Commitments, in
whole or in part, ratably among the Lenders in an amount equal to $5,000,000 or an integral
multiple of $1,000,000 in excess of $5,000,000 upon at least three Business Days’ written notice to
the Administrative Agent, which notice shall specify the amount of
any such reduction; provided,
however, that the amount of the Aggregate Commitments may not be reduced below the aggregate
principal amount of the outstanding Loans. Upon receipt of any such notice, the Administrative
Agent shall promptly notify each Lender of the contents thereof and the amount to which such
Lender’s Commitment is to be reduced. All accrued Facility Fees shall be payable on the effective
date of any termination of the obligations of the Lenders to make Loans hereunder.




          2.6.2 Increases. At any time following the Agreement Date and prior to any exercise
by the Borrower of its Term-Out option pursuant to Section 2.8 hereof, the Aggregate Commitments
may, at the option of the Borrower, be increased by a total amount not in excess of $50,000,000,
either by one or more then-existing Lenders increasing their Commitments or by new Lenders
establishing such additional Commitments (each such increase by either means, a “Commitment
Increase”, and each such Lender increasing its Commitment or new Lender, an “Additional
Commitment Lender”); provided that (a) each new Lender shall be reasonably acceptable
to the Administrative Agent, (b) no Unmatured Default or Event of Default shall exist immediately
prior to or after the effective date of such Commitment Increase, (c) each such Commitment Increase
shall be in an aggregate amount not less than $10,000,000 or multiple of $5,000,000 in excess
thereof, or, if less, the maximum remaining amount that the Aggregate Commitments may be increased
pursuant to this Section 2.6.2, and (d) no such Commitment Increase shall become effective unless
and until the Borrower, the Administrative Agent and the Additional Commitment Lenders shall have
executed and delivered an agreement substantially in




22









 







the form of Exhibit 2.6.2 (a
“Commitment Increase Supplement”). On the effective date of such Commitment Increase, each
Additional Commitment Lender shall purchase, by assignment, from each other existing Lender the
portion of such other Lender’s Ratable Loans outstanding at such time such that, after giving
effect to such assignments, the respective aggregate amount of Ratable Loans of each Lender shall
be equal to such Lender’s pro rata share (based on the total Commitments, as increased pursuant
hereto) of the aggregate Ratable Loans outstanding. The purchase price for the Ratable Loans so
assigned shall be the principal amount of the Ratable Loans so assigned plus the amount of accrued
and unpaid interest thereon on the date of assignment. Upon payment of such purchase price, each
Lender shall be automatically deemed to have sold and made such an assignment to such Additional
Commitment Lender and shall, to the extent of the interest assigned, be released from its
obligations under this Agreement, and such Additional Commitment Lender shall be automatically
deemed to have purchased and assumed such an assignment from each other Lender and, if not already
a Lender hereunder, shall be a party hereto and, to the extent of the interest assigned, have the
rights and obligations of a Lender under this Agreement.




     2.7 Extension Option. No earlier than 60 days and no later than 30 days prior to each
anniversary of the Agreement Date occurring prior to any exercise of the Term-Out option pursuant
to Section 2.8 hereof, the Borrower may, by written notice to the Administrative Agent, request
that the Lenders extend the Facility Termination Date for an additional year. Any election by a
Lender to extend the term of its Commitment pursuant to such a request shall be at such Lender’s
sole discretion and subject to such credit evaluation as such Lender may determine.



          2.7.1 No extension pursuant to this Section 2.7 shall become effective unless agreed to in
writing not later than 15 days prior to the relevant anniversary of the Agreement Date by Lenders
then holding not less than 51% of the Commitments.




          2.7.2 In the event that Lenders then holding not less than 51% of the Commitments but less
than 100% of the Commitments shall agree to an extension requested pursuant to this Section 2.7,
the Borrower shall be entitled to propose a new Lender or Lenders (which shall be reasonably
acceptable to the Administrative Agent), or an increase in the Commitment or Commitments of a then
existing Lender or Lenders, whose new or increased Commitments (in an aggregate amount not in
excess of the Commitments of the Lenders who did not agree to extend) shall be in effect during the
extension period so agreed.




          2.7.3 Unless a Lender which does not agree to extend its Commitment shall be replaced
pursuant to Section 2.7.4, the Commitment of such Lender shall continue in full force and effect
until the Facility Termination Date to which it has agreed.




          2.7.4 In the event that an existing Lender shall not agree to extend its Commitment pursuant
to a request by the Borrower, the Borrower shall be entitled to replace such Lender with a new
Lender (which shall be reasonably acceptable to the Administrative Agent) that shall assume the
then Commitment of such existing Lender and shall agree to the extension requested. In the event
of such a replacement, such existing Lender shall assign to such replacement Lender the outstanding
Ratable Loans of such existing Lender for a purchase




23









 







price equal to the principal amount of the
Ratable Loans so assigned, plus the amount of accrued and unpaid interest thereon to the date of
such assignment.




     2.8 Term-Out Option. So long as no Unmatured Default or Event of Default has occurred
and is continuing, and subject to satisfaction of the conditions set forth in Sections 4.2(c) and
(d), the Borrower may, by notice to the Administrative Agent, no earlier than 60 days and no later
than 30 days prior to the then Facility Termination Date, elect to have all Ratable Loans
outstanding on the Facility Termination Date continue as non-revolving term loans (each, a
“Term Loan”) of the same type for a period of one year from the Facility Termination Date.
The option provided in this Section 2.8 (the “Term-Out Option”) may only be exercised by
the Borrower on one occasion. In the event that the Borrower shall exercise the Term-Out Option
pursuant to this Section 2.8, the Applicable Margin for each type of Ratable Loan that becomes a
Term Loan shall be increased by 0.250%.



          2.9 Repayments; Optional Principal Prepayments.




     (a) Each Ratable Loan shall mature and become due and payable, and shall be repaid by the
Borrower, in full on the day one year after the date such Ratable Loan was made, unless the
Borrower’s Board of Directors, by a written resolution, has authorized such Ratable Loan to be
outstanding for a term in excess of one year, in which case such Ratable Loan shall mature and
become due and payable, and shall be repaid by the Borrower, in full on the date fixed by such
written resolution, but in no event later than on the Facility Termination Date. Each Competitive
Bid Loan shall become due and payable, and shall be repaid by the Borrower in full, on the last day
of the applicable Interest Period thereof. Each Term Loan shall mature and become due and payable,
and shall be repaid by the Borrower in full, on the day one year after the Facility Termination
Date.



     (b) The Borrower may from time to time pay, without penalty or premium, all outstanding
Alternate Base Rate Loans, or, in a minimum aggregate amount of $5,000,000 or any integral multiple
of $5,000,000 in excess thereof, any portion of the outstanding Alternate Base Rate Loans on any
Business Day upon one Business Day’s prior notice to the Administrative Agent. The Borrower may
from time to time pay, subject to the payment of any funding indemnification amounts required by
Section 3.4 but without penalty or premium, all outstanding Eurodollar Base Rate Loans or,
in a minimum aggregate amount of $5,000,000 or any integral multiple of $5,000,000 in excess
thereof, any portion of the outstanding Eurodollar Base Rate Loans on any Business Day upon three
Business Days’ prior notice to the Administrative Agent. Each such notice of prepayment shall be in
the form of Exhibit 2.9 and shall specify (i) the date such prepayment is to be made and
(ii) the amount and Type of the Loans to be prepaid and, in the case of Eurodollar Base Rate Loans,
the last day of the applicable Interest Period of the Eurodollar Base Rate Loans to be prepaid.
Upon receipt of any such notice, the Administrative Agent shall promptly notify each Lender of the
contents thereof and the amount and Type of the Loans to be prepaid and, in the case of Eurodollar
Base Rate Loans, the last day of the applicable Interest Period of each Eurodollar Bar Rate Loan of
such Lender to be prepaid. Amounts to be prepaid shall irrevocably be due and payable on the date
specified in the applicable notice of prepayment, together with interest thereon as provided in
Section 2.15.



24









 





     (c) A Competitive Bid Loan may not be prepaid prior to the last day of the applicable Interest
Period.



     2.10 Changes in Interest Rate, etc. Each Alternate Base Rate Loan shall bear interest
on the outstanding principal amount thereof, for each day from and including the date such Loan is
made or is converted from a Eurodollar Base Rate Loan into an Alternate Base Rate Loan pursuant to
Section 2.2.4 to but excluding the date it becomes due or is converted into a Eurodollar
Base Rate Loan pursuant to Section 2.2.4 hereof, at a rate per annum equal to the Alternate
Base Rate for such day. Each Non-Absolute Bid Rate Loan shall bear interest on the outstanding
principal amount thereof from and including the first day of the Interest Period applicable thereto
to (but not including) the last day of such Interest Period at the interest rate determined as
applicable to such Non-Absolute Bid Rate Loan. No Interest Period may end after the Facility
Termination Date or, if the
Borrower exercises its Term-Out Option pursuant to Section 2.8 hereof, the date one year after
the Facility Termination Date.



     2.11 Rates Applicable After Default. Notwithstanding anything to the contrary
contained in Section 2.2.3 or Section 2.2.4, during the continuance of an Unmatured
Default the Required Lenders may, at their option, by notice to the Borrower (which notice may be
revoked at the option of the Required Lenders notwithstanding any provision of Section 8.2
requiring unanimous consent of the Lenders to changes in interest rates), declare that no Ratable
Loan may be made as, converted into or continued as a Eurodollar Base Rate Loan. During the
continuance of an Event of Default the Required Lenders may, at their option, by notice to the
Borrower (which notice may be revoked at the option of the Required Lenders notwithstanding any
provision of Section 8.2 requiring unanimous consent of the Lenders to changes in interest
rates), declare that each Loan and all other amounts payable under the Loan Documents shall bear
interest at the Overdue Rate; provided that, during the continuance of an Event of Default
under Sections 7.1, 7.7 or 7.8, any amount payable under the Loan Documents not paid when
due (whether at maturity, by reason of notice of prepayment or otherwise) shall bear interest at a
rate per annum equal to the Overdue Rate without any election or action on the part of the
Administrative Agent or any Lender.



     2.12 Method of Payment. All payments of the Obligations hereunder and under the other
Loan Documents shall be made, observed or performed, without setoff, deduction, or counterclaim
(whether sounding in tort, contract or otherwise) or Tax. All amounts payable for the account of
the Administrative Agent shall be paid in immediately available funds to the Administrative Agent
at the Administrative Agent’s address specified pursuant to Article XIII, or at any other
Lending Installation of the Administrative Agent specified in writing by the Administrative Agent
to the Borrower, by noon on the date when due and shall be applied ratably by the Administrative
Agent among the Lenders. All amounts payable for the account of any Lender under the Loan
Documents shall, in the case of payments on account of principal of or interest on the Loans or
fees, be made to the Administrative Agent at the Administrative Agent’s address specified pursuant
to Article XIII and, in the case of all other payments, be made directly to such Lender at
its address specified pursuant to Article XIII or at such other address as such Lender may
designate by notice to the Borrower. Each payment delivered to the Administrative Agent for the
account of any Lender shall be delivered promptly by the Administrative Agent to such Lender in the
same type of funds that the Administrative Agent received at its address specified pursuant to
Article XIII or at any Lending Installation specified



25









 







in a notice received by the
Administrative Agent from such Lender. The Borrower hereby authorizes the Administrative Agent and
each Lender, if and to the extent any amount payable by the Borrower under the Loan Documents
(whether payable to such Person or to any other Person that is the Administrative Agent or a
Lender) is not otherwise paid when due, to charge such amount against any or all of the accounts of
the Borrower with such Person or any of its Affiliates (whether maintained at a branch or office
located within or without the United States), with the Borrower remaining liable for any
deficiency. Any Lender charging an amount against an account of the Borrower shall provide notice
thereof to the Borrower, within a reasonable time thereafter, which notice shall include a
description in reasonable detail of such action.



     2.13 Evidence of Indebtedness.



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



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



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



     (iv) Any Lender may request that its Ratable Loans or its Competitive Bid Loans be evidenced
by Ratable Notes or Competitive Bid Notes, respectively. In such event, the Borrower shall
prepare, execute and deliver to such Lender a Ratable Note in the form of Exhibit 2.13-1 or
a Competitive Bid Note in the form of Exhibit 2.13-2, as the case may be, payable to the
order of such Lender. Thereafter, the Loans represented by such Note and interest thereon shall at
all times (including after any assignment pursuant to Section 12.3) be evidenced by a Note
payable to the order of the payee named therein or any assignee pursuant to Section 12.3,
except to the extent that any such Lender or assignee subsequently returns any such Note for
cancellation and requests that such Loans once again be evidenced as described in paragraphs
(i) and (ii) above.



     2.14 Telephonic Notices. The Borrower hereby authorizes the Lenders and the
Administrative Agent to extend, convert or continue Loans, to effect selections of Types of Loans,
to submit Competitive Bid Quotes and to transfer funds based on telephonic notices made by any
Person or Persons, the Administrative Agent or any Lender in good faith believes to be acting on
behalf of the Borrower, it being understood that the foregoing authorization is specifically
intended to allow Borrowing Notices, Conversion/Continuation Notices and Competitive Bid Quote
Requests to be given telephonically. The Borrower agrees to deliver promptly to the Administrative
Agent a written confirmation, if such confirmation is requested



26









 







by the Administrative Agent or any
Lender, of each telephonic notice signed by an Authorized Officer. If the written confirmation
differs in any material respect from the action taken by the Administrative Agent and the Lenders,
the records of the Administrative Agent and the Lenders shall govern absent manifest error.



     2.15 Interest Payment Dates; Interest and Fee Basis. Interest accrued on each
Alternate Base Rate Loan shall be payable on each Payment Date, commencing with the first such date
to occur after the date hereof, on any date on which
the Alternate Base Rate Loan is prepaid, whether due to acceleration or otherwise, and at
maturity. Interest accrued on that portion of the outstanding principal amount of any Alternate
Base Rate Loan converted into a Eurodollar Base Rate Loan on a day other than a Payment Date shall
be payable on the date of conversion. Interest accrued on each Non-Absolute Bid Rate Loan shall be
payable on the last day of its applicable Interest Period, on any date on which the Non-Absolute
Bid Rate Loan is prepaid, whether by acceleration or otherwise, and at maturity. Interest accrued
on each Non-Absolute Bid Rate Loan having an Interest Period longer than three months shall also be
payable on the last day of each three month interval during such Interest Period. Interest,
Facility Fees and Utilization Fees shall be calculated for actual days elapsed on the basis of a
360 day year, except that interest calculated based on the Prime Rate shall be calculated for
actual days elapsed on the basis of a 365, or when appropriate 366, day year. Interest shall be
payable for the day a Loan is made but not for the day of any payment on the amount paid if payment
is received prior to noon (local time) at the place of payment. Whenever any payment to the
Administrative Agent or any Lender under the Loan Documents would otherwise be due on a day that is
not a Business Day, such payment shall instead be due on the next succeeding Business Day;
provided, however, that if such next succeeding Business Day falls in a new calendar month, such
payment shall instead be due on the immediately preceding Business Day. If the date any payment
under the Loan Documents is due is extended (whether by operation of any Loan Document, Applicable
Law or otherwise), such payment shall bear interest for such extended time at the rate of interest
applicable hereunder. Interest at the Overdue Rate shall be payable on demand.



     2.16 Notification of Loans, Interest Rates, Prepayments and Commitment Reductions.
Promptly after receipt thereof, the Administrative Agent will notify each Lender of the contents of
each Aggregate Commitments reduction notice, Ratable Borrowing Notice, Conversion/Continuation
Notice, Competitive Bid Borrowing Notice, Commitment Increase Supplement and repayment notice
received by it hereunder. The Administrative Agent will notify each Lender of the Eurodollar Rate
or Alternate Base Rate applicable to each Non-Absolute Bid Rate Loan promptly upon determination of
such interest rate and will give each Lender prompt notice of each change in the Alternate Base
Rate. The Administrative Agent will notify each Lender of any request by the Borrower pursuant to
Section 2.7 to extend the Facility Termination date and any exercise by the Borrower of its
Term-Out Option.



     2.17 Lending Installations. Each Lender may book its Loans at any Lending
Installation selected by such Lender and may change its Lending Installation from time to time.
All terms of this Agreement shall apply to any such Lending Installation and any Notes issued
hereunder shall be deemed held by each Lender for the benefit of any such Lending Installation.
Each Lender may, by written notice to the Administrative Agent and the Borrower in accordance



27









 







with
Article XIII, designate replacement or additional Lending Installations through which Loans
will be made by it and for whose account Loan payments are to be made.



     2.18 Non-Receipt of Funds by the Administrative Agent. Unless the Borrower or a Lender, as the case may be, notifies the Administrative Agent prior
to the date on which it is scheduled to make payment to the Administrative Agent of (i) in the case
of a Lender, the proceeds of a Loan or (ii) in the case of the Borrower, a payment of principal,
interest or fees to the Administrative Agent for the account of the Lenders, that it does not
intend to make such payment, the Administrative Agent may assume that such payment has been made.
The Administrative Agent may, but shall not be obligated to, make the amount of such payment
available to the intended recipient or receipts in reliance upon such assumption. If such Lender
or the Borrower, as the case may be, has not in fact made such payment to the Administrative Agent,
the recipient of such payment shall, on demand by the Administrative Agent, repay to the
Administrative Agent the amount so made available together with interest thereon in respect of each
day during the period commencing on the date such amount was so made available by the
Administrative Agent until the date the Administrative Agent recovers such amount at a rate per
annum equal to the Federal Funds Effective Rate for such day for the first three days and,
thereafter, at the Alternate Base Rate plus 2%.



     2.19 Maximum Interest Rate. Nothing contained in the Loan Documents shall require the
Borrower at any time to pay interest at a rate exceeding the Maximum Permissible Rate. If interest
payable by the Borrower on any date would exceed the maximum amount permitted by the Maximum
Permissible Rate, such interest payment shall automatically be reduced to such maximum permitted
amount, and interest for any subsequent period, to the extent less than the maximum amount
permitted for such period by the Maximum Permissible Rate, shall be increased by the unpaid amount
of such reduction. Any interest actually received for any period in excess of such maximum amount
permitted for such period shall be deemed to have been applied as a prepayment of the Loans.



ARTICLE III




YIELD PROTECTION; TAXES




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



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



28









 





     (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, such Lender or any applicable Lending Installation of such Lender
(other than reserves and assessments taken into account in determining the interest rate
applicable to Eurodollar Loans), or



     (iii) imposes any other condition the result of which is to increase the cost to such Lender
or any applicable Lending Installation of making, funding or maintaining its Loans or reduces any
amount receivable by any Lender or any applicable Lending Installation in connection with its
Loans, or requires any Lender or any applicable Lending Installation to make any payment calculated
by reference to the amount of Loans held or interest received by it, by an amount deemed material
by such Lender,


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




     3.2 Changes in Capital Adequacy Regulations. If a Lender determines the amount of
capital required or expected to be maintained by such Lender, any Lending Installation of such
Lender or any corporation controlling such Lender is increased as a result of a Change, then,
within 15 days of demand by such Lender, the Borrower shall pay such Lender the amount necessary to
compensate for any shortfall in the rate of return on the portion of such increased capital which
such Lender determines is attributable to this Agreement, its Loans or its Commitment to make Loans
hereunder (after taking into account such Lender’s policies as to capital adequacy).



     3.3 Availability of Types of Loans. If (x) any Lender determines that maintenance of
its Eurodollar Base Rate Loans or Eurodollar Bid Rate Loans at a suitable Lending Installation
would violate any Applicable Law, rule, regulation, or directive, whether or not having the force
of law, or if (y) the Required Lenders determine that (i) deposits of a type and maturity
appropriate to match fund Eurodollar Base Rate Loans are not available or (ii) the interest rate
applicable to Eurodollar Base Rate Loans does not accurately reflect the cost of making or
maintaining Eurodollar Base Rate Loans, then the Administrative Agent shall in the case of
clause (x) above, suspend the availability of Eurodollar Base Rate Loans and require any
affected Eurodollar Base Rate Loans or Eurodollar Bid Rate Loans to be repaid or converted to
Alternate Base Rate Loans, subject to the payment of any funding indemnification amounts required
by Section 3.4, and in the case of clause (y), above, suspend the availability of
Eurodollar Base Rate Loans and require any affected Eurodollar Base Rate Loans to be repaid or
converted to Alternate Base Rate Loans, subject to the payment of any funding indemnification
amounts required by Section 3.4.



     3.4 Funding Indemnification. The Borrower shall pay to each Lender, upon request,
such amount or amounts as such Lender determines are necessary to compensate it for any reasonable
loss, cost or expense incurred by it as a result of (a) any assignment pursuant to



29









 







Section
2.6.2 or Section 2.7.4 of a
Eurodollar Base Rate Loan other than on the last day of an Interest Period for such Eurodollar
Base Rate Loan, (b) any payment, prepayment or conversion of a Eurodollar Base Rate Loan or payment
or prepayment of an Absolute Bid Rate Loan on a date other than the last day of an Interest Period
for such Eurodollar Base Rate Loan or an Absolute Bid Rate Loan or (c) a Eurodollar Base Rate Loan
or an Absolute Bid Rate Loan for any reason not being made or, in the case of a Eurodollar Base
Rate Loans, converted (other than as a result of the failure of such Lender to make such Loan
available to the Borrower upon the fulfillment of the conditions specified in Article IV
without any determination by the Administrative Agent or such Lender under Section 3.3), or
any payment of principal thereof or interest thereon not being made, on the date therefor
determined in accordance with the applicable provisions of this Agreement. At the election of such
Lender, and without limiting the generality of the foregoing, but without duplication, such
compensation on account of losses may include an amount equal to the excess of (i) the interest
that would have been received from the Borrower under this Agreement on any amounts to be
reemployed during an Interest Period or its remaining portion over (ii) the interest component of
the return that such Lender determines it could have obtained had it placed such amount on deposit
in the interbank Dollar market selected by it for a period equal to such Interest Period or its
remaining portion.



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



     (b) In addition, the Borrower hereby agrees to pay, or reimburse the Administrative Agent and
each Lender for, any present or future stamp or documentary taxes and any other excise or property
taxes, charges or similar levies which arise from any payment made hereunder or under any Note or
from the execution or delivery of, or otherwise with respect to, this Agreement or any Note
(“Other Taxes”).



     (c) The Borrower hereby agrees to indemnify the Administrative Agent and each Lender for the
full amount of Taxes or Other Taxes (including, without limitation, any Taxes or Other Taxes
imposed on amounts payable under this Section 3.5) paid by the Administrative Agent or such
Lender and any Liability (including penalties, interest and expenses) arising therefrom or with
respect thereto. Payments due under this indemnification shall be made within 30 days of the date
the Administrative Agent or such Lender makes demand therefor pursuant to Section 3.6.



     (d) Each Lender that is not incorporated under the laws of the United States of America or a
state thereof (each a “Non-U.S. Lender”) agrees that it will, not more than ten



30









 







Business
Days after the Agreement Date, deliver to each of the Borrower and the Administrative Agent two
duly completed copies of United States Internal Revenue Service Form W-8BEN or W-8ECI, certifying
in either case that such Lender is entitled to receive payments under this Agreement without
deduction or withholding of any United States federal income taxes. Each Non-U.S. Lender further
undertakes to deliver to each of the Borrower and the Administrative Agent (x) renewals or
additional copies of such form (or any successor form) on or before the date that such form expires
or becomes obsolete, and (y) after the occurrence of any event requiring a change in the most
recent forms so delivered by it, such additional forms or amendments thereto as may be reasonably
requested by the Borrower or the Administrative Agent. All forms or amendments described in the
preceding sentence shall certify that such Lender is entitled to receive payments under this
Agreement without deduction or withholding of any United States federal income taxes,
unless an event (including without limitation any change in treaty, law or regulation) has
occurred prior to the date on which any such delivery would otherwise be required which renders all
such forms inapplicable or which would prevent such Lender from duly completing and delivering any
such form or amendment with respect to it and such Lender advises the Borrower and the
Administrative Agent that it is not capable of receiving payments without any deduction or
withholding of United States federal income tax. Upon the request of the Borrower or the
Administrative Agent, each Lender that is incorporated under the laws of the United States of
America or a state thereof shall from time to time submit to the Borrower and the Administrative
Agent a certificate to the effect that it is such a United States Person and a duly completed
Internal Revenue Service Form W-9 (or successor form).



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



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



     (g) If the U.S. Internal Revenue Service or any other governmental authority of the United
States or any other country or any political subdivision thereof asserts a claim that the
Administrative Agent did not properly withhold tax from amounts paid to or for the account of any
Lender (because the appropriate form was not delivered or properly completed, because such Lender
failed to notify the Administrative Agent of a change in circumstances which rendered its
exemption from withholding ineffective, or for any other reason), such Lender shall indemnify
the Administrative Agent fully for all amounts paid, directly or indirectly, by the Administrative



31









 







Agent as tax, withholding therefor, or otherwise, including penalties and interest, and including
taxes imposed by any jurisdiction on amounts payable to the Administrative Agent under this
subsection, together with all costs and expenses related thereto (including attorneys fees and time
charges of attorneys for the Administrative Agent, which attorneys may be employees of the
Administrative Agent). The obligations of the Lenders under this Section 3.5(g) shall
survive the payment of the Obligations and termination of this Agreement.



     3.6 Lender Statements; Survival of Indemnity. To the extent reasonably possible, each
Lender shall designate an alternate Lending Installation with respect to its Eurodollar Loans to
reduce any liability of the Borrower to such Lender under Sections 3.1, 3.2 and 3.5 or to
avoid the unavailability of Eurodollar Base Rate Loans under Section 3.3, so long as such
designation is not, in the judgment of such Lender, disadvantageous to such Lender. Each Lender
shall deliver a written statement of such Lender to the Borrower (with a copy to the Administrative
Agent) as to the amount due, if any, under Section 3.1, 3.2, 3.4 or 3.5. Such written
statement shall set forth in reasonable detail the calculations upon which such Lender determined
such amount and shall be final, conclusive and binding on the Borrower in the absence of manifest
error. Determination of amounts payable under such Sections in connection with a Eurodollar Loan
shall be calculated as though each Lender funded its Eurodollar Loan through the purchase of a
deposit of the type and maturity corresponding to the deposit used as a reference in determining
the Eurodollar Base Rate or Eurodollar Bid Rate, as the case may be, applicable to such Loan,
whether in fact that is the case or not. Unless otherwise provided herein, the amount specified in
the written statement of any Lender shall be payable on demand after receipt by the Borrower of
such written statement. The obligations of the Borrower under Sections 3.1, 3.2, 3.4 and
3.5 shall survive payment of the Obligations and termination of this Agreement.



ARTICLE IV




CONDITIONS PRECEDENT




     4.1 Initial Loan. The Lenders shall not be required to make the initial Loan
hereunder unless the Borrower has furnished to the Administrative Agent (with sufficient copies for
each Lender):



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




          (b) Copies, certified by the Secretary or Assistant Secretary of the Borrower, of its by-laws
and of its Board of Directors’ resolutions and of resolutions or actions of any other body
authorizing (i) the execution of the Loan Documents to which the Borrower is a party and (ii)
borrowings hereunder by the Borrower in an aggregate amount up to $450,000,000.




          (c) An incumbency certificate, executed by the Secretary or Assistant Secretary of the
Borrower, which shall identify by name and title and bear the signatures of the Authorized Officers
and any other officers of the Borrower authorized to sign the Loan




32









 







Documents, upon which
certificate the Administrative Agent and the Lenders shall be entitled to rely until informed of
any change in writing by the Borrower.




          (d) A certificate, signed by the chief financial officer of the Borrower, stating that on the
Agreement Date no Event of Default or Unmatured Default has occurred and is continuing.




          (e) A written opinion of the Borrower’s counsel, addressed to the Lenders in substantially the
form of Exhibit 4.1(e).




          (f) Any Notes requested by a Lender pursuant to Section 2.13 payable to the order of each such
requesting Lender.




          (g) A payoff and termination letter (“Termination Letter”) from each Exiting Lender,
evidencing the termination of its rights and obligations under the Existing Credit Agreement and
repayment of all amounts owing such Exiting Lender thereunder.




          (h) Evidence satisfactory to the Administrative Agent of any required governmental approvals
or consents regarding this Agreement.




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




     4.2 Each Loan. The Lenders shall not be required to make any Loan, including the
initial Loan, unless on the applicable Borrowing Date:



     (a) The Borrower shall have furnished to the Administrative Agent, with sufficient copies for
each Lender, a certificate dated such Borrowing Date and signed by an Authorized Officer of the
Borrower, stating that after taking in account the making of such Loan, and the repayment of any
outstanding obligations of the Borrower with respect to commercial paper with the proceeds of such
Loan, the Borrower will not have exceeded the maximum aggregate principal amount that the Borrower
is entitled to borrow from financial institutions or receive from the sale of commercial paper
under Board of Directors’ resolutions of the Borrower.



     (b) There exists no Event of Default or Unmatured Default.



     (c) The representations and warranties contained in Article V (other than the
representations and warranties set forth in Sections 5.2(b), 5.3, 5.11(a), 5.11(b), 5.11(c),
5.11(f), 5.11(g), 5.11(h) and 5.11(i)) are true and correct as of such Borrowing Date except to
the extent any such representation or warranty is stated to relate solely to an earlier date, in
which case such representation or warranty shall have been true and correct on and as of such
earlier date.



     (d) All legal matters incident to the making of such Loan shall be satisfactory to the Lenders
and their counsel (including, without limitation, evidence satisfactory to the Administrative Agent
of any required governmental approvals or consents regarding such Loan).



     (e) Each Ratable Borrowing Notice with respect to each Ratable Loan and each Competitive Bid
Borrowing Notice with respect to each Competitive Bid Loan shall constitute a



33









 







representation and
warranty by the Borrower that the conditions contained in Sections 4.2(a) and (b) have been
satisfied. Any Lender may require a duly completed compliance certificate in substantially the
form of Exhibit 4.2 as a condition to making a Loan.



ARTICLE V




REPRESENTATIONS AND WARRANTIES




     The Borrower represents and warrants to the Lenders that:



     5.1 Corporate Existence. Each of the Borrower and its Material Subsidiaries: (a) is a
corporation duly organized and validly existing under the laws of the jurisdiction of its
incorporation; (b) has all requisite corporate power, and has all material governmental licenses,
authorizations, consents and approvals, necessary to own its assets and carry on its business as
now being or as proposed to be conducted; and (c) is qualified to do business in all jurisdictions
in which the nature of the business conducted by it makes such qualification necessary and where
failure so to qualify would have a Material Adverse Effect.



     5.2 Financial Condition . (a) The consolidated balance sheet and statement of
consolidated capitalization of the Borrower and its consolidated Subsidiaries, if any, as at
September 30, 2006 and the related consolidated statements of income, cash flows, common
stockholders’ equity and income taxes of the Borrower and its consolidated Subsidiaries, if any,
for the fiscal year ended on September 30, 2006, with the opinion thereon of Deloitte & Touche LLP,
and the unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries, if
any, as at March 31, 2007 and the related consolidated statements of income and cash flows of the
Borrower and its consolidated Subsidiaries, if any, for the applicable three or six-month period
ended on such date, heretofore furnished to each of the Lenders are complete and correct and fairly
present the consolidated financial condition of the Borrower and its consolidated Subsidiaries, if
any, as at said date and the results of their operations for the fiscal year and the applicable
three or six-month period ended on said dates (subject, in the case of financial statements as at
March 31, 2007 to normal year-end audit adjustments), all in accordance with generally accepted
accounting principles and practices applied on a consistent basis. Neither the Borrower nor any of
its Material Subsidiaries had on said dates any material contingent liabilities, liabilities for
taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any
unfavorable commitments, except as referred to or reflected or provided for in said balance sheets
as at said dates.



          (b) Since March 31, 2007, there has been no material adverse change in the consolidated
financial condition or operations, or the prospects or business taken as a whole, of the Borrower
and its consolidated Subsidiaries, if any, from that set forth in said financial statements as at
said date.




     5.3 Litigation. Other than as set out in Schedule 5.3 hereto, there are no
legal or arbitral proceedings or any proceedings by or before any governmental or regulatory
authority or agency, now pending or (to the knowledge of the Borrower) threatened against the
Borrower or any of its Material Subsidiaries as to which there is a reasonable possibility of an
adverse



34









 







determination and which, if adversely determined, could have a Material Adverse Effect
during the term of this Agreement.



     5.4 No Breach. None of the execution and delivery of this Agreement and the Notes,
the consummation of the transactions herein contemplated and compliance with the terms and
provisions hereof will conflict with or result in a breach of, or require any consent under, the
charter or By-laws of the Borrower, or any Applicable Law or regulation, or any order, writ,
injunction or decree of any court or governmental authority or agency, or any agreement or
instrument to which the Borrower or its Material Subsidiaries is a party or by which it is bound or
to which it is subject or which is applicable to it, or constitute a default under any such
agreement or instrument, or result in the creation or imposition of any Lien upon any of the
revenues or assets of the Borrower or any of its Material Subsidiaries pursuant to the terms of any
such agreement or instrument.



     5.5 Corporate Action. The Borrower has all necessary corporate power and authority to
execute, deliver and perform its obligations under this Agreement and the Notes and to consummate
the transactions herein contemplated, and the execution, delivery and performance of this Agreement
and the Notes, and the consummation of the transactions herein contemplated, by the Borrower have
been duly authorized by all necessary corporate action on its part; and this Agreement has been
duly and validly executed and delivered by the Borrower and constitutes, and each of the Notes when
executed and delivered for value will constitute, its legal, valid and binding obligation,
enforceable in accordance with its terms.



     5.6 Regulatory Approval. The Borrower has obtained each consent, authorization and
approval of, and/or made each filing or registration with, any governmental body or regulatory
authority that is required in connection with the execution, delivery or performance of this
Agreement or the Notes or for the consummation of the transactions herein contemplated, or for the
validity or enforceability thereof.



     5.7 Regulations U and X. The Borrower is not engaged in the business of extending
credit for the purpose of purchasing or carrying margin stock, and no proceeds of any Loans will be
used for a purpose
which violates, or would be inconsistent with, F.R.S. Board Regulation U or X, or any official
rulings on or interpretations of such regulations. Terms for which meanings are provided in
Regulation U or Regulation X or any regulations substituted therefor, as from time to time in
effect, are used in this Section 5.7 with such meanings.



     5.8 Pension and Welfare Plans. During the twelve consecutive-month period prior to
the date of the execution and delivery of this Agreement and prior to the date of any borrowing
hereunder, no steps have been taken to terminate or completely or partially withdraw from any
Pension Plan, and no contribution failure has occurred with respect to any Pension Plan sufficient
to give rise to a Lien under section 302 (f) of ERISA. No condition exists or event or transaction
has occurred with respect to any Pension Plan which might result in the incurrence by the Borrower
or any member of the Controlled Group of any material liability, fine or penalty. Except as
disclosed in Schedule 5.8 (“Employee Benefit Plans”), neither the Borrower nor any
member of the Controlled Group has any contingent liability with respect to any post-retirement
benefit under a Welfare Plan, other than liability for continuation coverage described in Part 6 of
Title I of ERISA.



35









 





     5.9 Accuracy of Information. All factual information heretofore or contemporaneously
furnished by or on behalf of the Borrower in writing to the Administrative Agent or any Lender for
purposes of or in connection with this Agreement or any transaction contemplated hereby is, and all
other such factual information hereafter furnished by or on behalf of the Borrower to the
Administrative Agent or any Lender will be, true and accurate in every material respect on the date
as of which such information is dated or certified and as of the date of execution and delivery of
this Agreement by the Administrative Agent and such Lender, and such information is not, or shall
not be, as the case may be, incomplete by omitting to state any material fact necessary to make
such information not misleading.



     5.10 Taxes. United States Federal income tax returns of the Utility and those of its
Subsidiaries that have filed their returns on a consolidated basis with the Utility have been
examined and/or closed through the fiscal year of the Utility ended September 30, 2006. The
Borrower and its Subsidiaries have filed all United States Federal income tax returns and all other
material tax returns which are required to be filed by them and have paid all taxes due pursuant to
such returns or pursuant to any assessment received by the Borrower or any of its Subsidiaries. The
charges, accruals and reserves on the books of the Borrower and its Subsidiaries in respect of
taxes and other governmental charges are, in the opinion of the Borrower, adequate.



     5.11 Environmental Warranties. Except as previously disclosed in the SEC Disclosure
Documents or on Schedule 5.11:




          (a) all facilities and property (including underlying groundwater) owned, operated or
leased by the Borrower or any of its Subsidiaries are in
material compliance with all Environmental Laws, except for such instances of
noncompliance as are unlikely, singly or in the aggregate, to have a Material Adverse
Effect;




          (b) there have been no past, and there are no pending or threatened:




     (1) claims, complaints, notices or requests for information received by the Borrower or
any of its Subsidiaries with respect to any alleged violation of any Environmental Law or,




     (2) complaints, notices or inquiries to the Borrower or any of its Subsidiaries
regarding potential liability under any Environmental Law;




except as are unlikely, singly or in the aggregate, to have a Material Adverse Effect;




          (c) to the Borrower’s knowledge, there have been no Releases of Hazardous Materials at,
on or under any property now or previously owned, operated or leased by the Borrower or any
of its Subsidiaries that, singly or in the aggregate, are reasonably likely to have a
Material Adverse Effect during the term of this Agreement;



36









 






          (d) the Borrower and its Subsidiaries have been issued and are in material compliance
with all permits, certificates, approvals, licenses and other authorizations relating to
environmental matters and necessary for their businesses;




          (e) no property now or previously owned, operated or leased by the Borrower or any of
its Subsidiaries is listed or proposed for listing (with respect to owned property only) on
the National Priorities List pursuant to CERCLA or on any similar state list of sites
requiring investigation or cleanup;




          (f) to the Borrower’s knowledge, there are no underground storage tanks, active or
abandoned, including petroleum storage tanks, on or under any property now or previously
owned, operated or leased by the Borrower or any of its Subsidiaries that, singly or in
aggregate, could have a Material Adverse Effect during the term of this Agreement;




          (g) to the Borrower’s knowledge, neither Borrower nor any of its Subsidiaries has
directly transported or directly arranged for the transportation of any Hazardous Material
to any location which is listed or proposed for listing on the National Priorities List
pursuant to CERCLA, on the CERCLIS or on any similar state list or which is the subject of
Federal, state or local enforcement actions or other investigations which may lead to
material claims against the Borrower or such Subsidiary for any remedial work, damage to
natural resources or personal injury, including claims under CERCLA that, singly or in the
aggregate, are likely to have a Material Adverse Effect during the term of this Agreement;




          (h) there are no polychlorinated biphenyls or friable asbestos present at any property
now or previously owned, operated or leased by the Borrower or
any of its Subsidiaries that, singly or in the aggregate, could have a Material Adverse
Effect during the term of this Agreement; and




          (i) no conditions exist at, on or under any property now or previously owned or leased
by the Borrower or any of its Subsidiaries which, with the passage of time, or the giving of
notice or both, would give rise to liability under any Environmental Law, which would have a
Material Adverse Effect during the term of this Agreement.



     5.12 Investment Company Act. Neither the Borrower nor any of its Subsidiaries is an
“investment company” or a company “controlled” by an “investment company” within the meaning of the
Investment Company Act of 1940, as amended.



     5.13 Subsidiaries. Schedule 5.13 is a true and complete list of all Subsidiaries of
the Borrower as of the date hereof.



37









 





ARTICLE VI




COVENANTS




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



     6.1 Financial Statements. The Borrower shall deliver to the Administrative Agent
(and, in the case of clauses (e), (f) and (g) below, to each of the Lenders):




          (a) as soon as available and in any event within 50 days after the end of each of the
first three fiscal quarterly periods of each fiscal year of the Borrower, a consolidated
statement of income of the Borrower and its consolidated Subsidiaries for such period and
for the period from the beginning of the respective fiscal year to the end of such period,
and a consolidated statement of cash flows for the period from the beginning of the
respective fiscal year to the end of such period, the related consolidated balance sheet as
at the end of such period, accompanied by a certificate of a senior financial officer of the
Borrower, which certificate shall state that said financial statements fairly present the
consolidated financial condition and results of operations of the Borrower and its
consolidated Subsidiaries in accordance with generally accepted accounting principles,
consistently applied, as at the end of, and for, such period (subject to normal year-end
audit adjustments);




          (b) as soon as available and in any event within 95 days after the end of each fiscal
year of the Borrower, consolidated statements of income, common stockholders’ equity, cash
flows, and income taxes of the Borrower and its consolidated
Subsidiaries for such year and the related consolidated balance sheet and statement of
capitalization at the end of such year, setting forth in each case in comparative form the
corresponding figures for the preceding fiscal year, and accompanied by an opinion thereon
of independent certified public accountants of recognized national standing, which opinion
shall state, without material qualification, that said financial statements fairly present
the consolidated financial position and results of operations and cash flows of the Borrower
and its consolidated Subsidiaries as at the end of, and for, such fiscal year;




          (c) promptly upon their becoming available, notification of the filing of all
registration statements, regular periodic reports, if any, and SEC Disclosure Documents
which the Borrower shall have filed with the Securities and Exchange Commission (or any
governmental agency substituted therefor) or any national securities exchange;




          (d) promptly upon the mailing thereof to the shareholders of the Borrower generally,
copies, if not publicly available, or notification of mailing, of all financial statements,
reports and proxy statements so mailed;




          (e) promptly after the Borrower knows or has reason to know that any Event of Default
or Unmatured Default has occurred, a notice of such Event of



38









 






Default or Unmatured Default,
describing the same in reasonable detail, and indicating what action is being undertaken
with respect to such Event of Default or Unmatured Default;




          (f) immediately upon becoming aware of the institution of any steps by the Borrower or
any other Person to terminate any Pension Plan or the complete or partial withdrawal from
any Pension Plan by the Borrower or any member of its Controlled Group, or the failure to
make a required contribution to any Pension Plan if such failure is sufficient to give rise
to a Lien under section 302(f) of ERISA, or the taking of any action with respect to a
Pension Plan which could result in the requirement that the Borrower furnish a bond or other
security to the PBGC or such Pension Plan, or the occurrence of any event with respect to
any Pension Plan which could result in the incurrence by the Borrower of any material
liability, fine or penalty, or any material increase in the contingent liability of the
Borrower with respect to any post-retirement Welfare Plan benefit, notice thereof and copies
of all documentation relating thereto; and




          (g) from time to time such other information regarding the business, affairs or
financial condition of the Borrower or any of its Subsidiaries as any Lender or the
Administrative Agent may reasonably request.


The Borrower will furnish to the Administrative Agent, at the time it furnishes each set of
financial statements pursuant to clause (a) or (b) above, a certificate of a senior
financial officer of the Borrower to the effect that no Event of Default or Unmatured Default has
occurred and is continuing (or, if any Event of Default or Unmatured Default, has occurred and is
continuing, describing the same in reasonable detail, and indicating what action is being
undertaken with
respect to such Event of Default or Unmatured Default) and including a calculation of the financial
covenant under Section 6.6.




     6.2 Litigation. The Borrower shall promptly give to each Lender notice of all legal
or arbitral proceedings, and of all proceedings before any governmental or regulatory authority or
agency, affecting the Borrower or its Material Subsidiaries, except proceedings as to which there
is no reasonable possibility of an adverse determination or which, if adversely determined, would
not have a Material Adverse Effect during the term of this Agreement.



     6.3 Corporate Existence, Compliance with Laws, Taxes, Examination of Books, Insurance,
etc. The Borrower shall, and shall cause each of its Material Subsidiaries to: preserve and
maintain its corporate existence and all of its material rights, privileges and franchises if
failure to maintain such existence, rights, privileges or franchises would materially and adversely
affect the financial condition or operations of, or the business taken as a whole, of the Borrower
and its Subsidiaries; comply with the requirements of all Applicable Laws, rules, regulations and
orders of governmental or regulatory authorities if failure to comply with such requirements would
materially and adversely affect the financial condition or operations of, or the business taken as
a whole, of the Borrower and its Subsidiaries; pay and discharge all taxes, assessments and
governmental charges or levies imposed on it or on its income or profits or on any of its property
prior to the date on which penalties attach thereto, except for any such tax, assessment, charge or
levy the payment of which is being contested in good faith and by proper proceedings and against
which adequate reserves are being maintained; maintain all of its properties used or



39









 







useful in its
business in good working order and condition, ordinary wear and tear excepted; permit
representatives of any Lender or the Administrative Agent, during normal business hours, to
examine, copy and make extracts from its books and records, to inspect its properties, and to
discuss its business and affairs with its officers, all to the extent reasonably requested by such
Lender or the Administrative Agent (as the case may be); and keep insured by financially sound and
reputable insurers all property of a character usually insured by corporations engaged in the same
or similar business similarly situated against loss or damage of the kinds and in the amounts
customarily insured against by such corporations and carry such other insurance as is usually
carried by such corporations.



     6.4 Use of Proceeds. The Borrower shall use the proceeds of the Loans hereunder for
its general corporate purposes (in compliance with all applicable legal and regulatory
requirements).



     6.5 Environmental Covenant. The Borrower will, and will cause each of its
Subsidiaries to:




          (a) use and operate all of its facilities and properties in compliance with all
Environmental Laws except for such noncompliance which, singly or in the aggregate, will not
have a Material Adverse Effect, keep all necessary permits,
approvals, certificates, licenses and other authorizations relating to environmental
matters in effect and remain in compliance therewith, except where the failure to keep such
permits, approvals, certificates, licenses or other authorizations, or any noncompliance
with the provisions thereof, will not have a Material Adverse Effect, and handle all
Hazardous Materials in compliance with all applicable Environmental Laws, except for any
noncompliance that will not have a Material Adverse Effect;




          (b) immediately notify the Administrative Agent and provide copies upon receipt of all
written inquiries from any local, state or Federal governmental agency, claims, complaints
or notices relating to the condition of its facilities and properties or compliance with
Environmental Laws which will have a Material Adverse Effect, and promptly cure and have
dismissed with prejudice or investigate and contest in good faith any actions and
proceedings relating to material compliance with Environmental Laws; and




          (c) provide such information and certifications which the Administrative Agent may
reasonably request from time to time to evidence compliance with this Section 6.5.



     6.6 Financial Covenant. The Borrower will not permit the ratio of (i) its
Consolidated Financial Indebtedness to (ii) its Consolidated Total Capitalization to exceed 0.65 to
1.0 at any time.



     6.7 Utility Dividends. The Borrower shall not, and shall cause the Utility not to,
enter into or permit to exist any restriction or other limitation on the ability of the Utility to
pay dividends to the Borrower, other than restrictions and limitations required by Applicable Law
or the terms of the Utility’s preferred stock.



40









 





     6.8 Borrower’s Continued Ownership of Utility’s Capital Stock. The Borrower shall
continue to own 100% of capital stock of the Utility.



ARTICLE VII




EVENTS OF DEFAULT




     The occurrence of any one or more of the following events shall constitute an Event of
Default:



     7.1 The Borrower shall default in the payment of any principal of or interest on any Loan or
any other amount payable by it hereunder when due.



     7.2 The Borrower or any of its Material Subsidiaries shall default in the payment when due of
any principal of or interest on any of its other Indebtedness; or any event specified in any note,
agreement, indenture or other document evidencing or relating to any such
Indebtedness shall occur if the effect of such event is to cause, or (with the giving of any
notice or the lapse of time or both) to permit the holder or holders of such Indebtedness (or a
trustee or agent on behalf of such holder or holders) to cause, such Indebtedness to become due
prior to its stated maturity.



     7.3 Any representation, warranty or certification made or deemed made herein by the Borrower,
or any certificate furnished to any Lender or the Administrative Agent pursuant to the provisions
hereof, shall prove to have been false or misleading as of the time made, deemed made, or furnished
in any material respect.



     7.4 The Borrower shall default in the performance of its obligations under Section 6.1(e)
or 6.6 hereof.



     7.5 The Borrower shall default in the performance of any of its other obligations in this
Agreement and such default shall continue unremedied for a period of 15 days after the earlier of
(i) the date on which a senior officer of the Borrower becomes aware of such default, or (ii) the
date on which notice thereof is given to the Borrower by the Administrative Agent or any Lender
(through the Administrative Agent).



     7.6 The Borrower or any of its Material Subsidiaries shall admit in writing its inability to,
or be generally unable to, pay its debts as such debts become due.



     7.7 The Borrower or any of its Material Subsidiaries shall (i) apply for or consent to the
appointment of, or the taking of possession by, a receiver, custodian, trustee or liquidator of
itself or of all or a substantial part of its property, (ii) make a general assignment for the
benefit of its creditors, (iii) commence a voluntary case under the Bankruptcy Code (as now or
hereafter in effect), (iv) file a petition seeking to take advantage of any other law relating to
bankruptcy, insolvency, reorganization, winding-up, or composition or readjustment of debts, (v)
fail to controvert in a timely and appropriate manner, or acquiesce in writing to, any petition
filed against it in an involuntary case under the Bankruptcy Code, or (vi) take any corporate
action for the purpose of effecting any of the foregoing.



41









 





     7.8 A proceeding or case shall be commenced, without the application or consent of the
Borrower or any of its Material Subsidiaries, in any court of competent jurisdiction, seeking (i)
its liquidation, reorganization, dissolution or winding-up, or the composition or readjustment of
its debts, (ii) the appointment of a trustee, receiver, custodian, liquidator or the like of the
Borrower or such Material Subsidiary or of all or any substantial part of its assets, or (iii)
similar relief in respect of the Borrower or such Material Subsidiary under any law relating to
bankruptcy, insolvency, reorganization, winding-up or composition or adjustment of debts, and such
proceeding or case shall continue undismissed, or an order, judgment or decree approving or
ordering any of the foregoing shall be entered and continue unstayed and in effect, for a period of
60 days; or an order for relief against the Borrower or such Material Subsidiary shall be entered
in an involuntary case under the Bankruptcy Code.



     7.9 A final judgment or judgments for the payment of money in excess of $50,000,000 in the
aggregate that is not covered by insurance, performance bonds or the like shall be rendered by a
court or courts against the Borrower or any of its Subsidiaries, and the
same shall not be discharged (or provision shall not be made for such discharge), or a stay of
execution thereof shall not be procured, within 90 days from the date of entry thereof and the
Borrower or the relevant Subsidiary shall not, within said period of 90 days, or such longer period
during which execution of the same shall have been stayed, appeal therefrom and cause the execution
thereof to be stayed during such appeal.



     7.10 Any of the following events shall occur with respect to any Pension Plan:



     (i) the institution of any steps by the Borrower, any member of its Controlled Group or any
other Person to terminate a Pension Plan if, as a result of such termination, the Borrower or any
such member could be required to make a contribution to such Pension Plan, or could reasonably
expect to incur a liability or obligation to such Pension Plan, in excess of $50,000,000; or



     (ii) the complete or partial withdrawal from any Pension Plan by the Borrower or any member of
its Controlled Group if, as a result of such withdrawal, the Borrower or any such member could
incur any liability by such Pension Plan in excess of $50,000,000; or



     (iii) a contribution failure occurs with respect to any Pension Plan sufficient to give rise
to a Lien under Section 302(f) of ERISA.



     7.11 Any license, consent, authorization or approval, filing or registration now or hereafter
necessary to enable the Borrower to comply with its obligations hereunder or under the Notes shall
be revoked, withdrawn, withheld or not effected or shall cease to be in full force and effect.



     7.12 The Borrower ceases to own all of the issued and outstanding stock of the Utility.



42









 





ARTICLE VIII




ACCELERATION, WAIVERS, AMENDMENTS AND REMEDIES




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



     If, within 30 days after acceleration of the maturity of the Obligations or termination of the
obligations of the Lenders to make Loans hereunder as a result of any Event of Default (other than
any Event of Default as described in Section 7.6, 7.7 or 7.8) and before any judgment or
decree for the payment of the Obligations due shall have been obtained or entered, the Required
Lenders (in their sole discretion) shall so direct, the Administrative Agent shall, by notice
to the Borrower, rescind and annul such acceleration and/or termination.



     8.2 Amendments. Subject to the provisions of this Article VIII, the Required
Lenders (or the Administrative Agent with the consent in writing of the Required Lenders) and the
Borrower may enter into agreements supplemental hereto for the purpose of adding or modifying any
provisions to the Loan Documents or changing in any manner the rights of the Lenders or the
Borrower hereunder or waiving any Event of Default hereunder; provided, however, that no such
supplemental agreement shall, without the consent of each Lender affected thereby:



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



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



     (iii) Extend the Facility Termination Date, increase the period by which the Repayment Date
may be extended pursuant to Section 2.8, reduce the amount or extend the payment date for,
the mandatory payments required under Section 2.1.3, increase the amount the Commitment of
such Lender hereunder (without the consent of such Lender), or permit the Borrower to assign its
rights under this Agreement; or



     (iv) Amend this Section 8.2 or any provision of this Agreement requiring the consent
or other action of all of the Lenders.


No amendment of any provision of this Agreement relating to the Administrative Agent shall be
effective without the written consent of the Administrative Agent. The Administrative Agent may
waive payment of the fee required under Section 12.3.2 without obtaining the consent of any
other party to this Agreement.





43









 








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



ARTICLE IX




GENERAL PROVISIONS




     9.1 Survival of Representations. All representations and warranties of the Borrower
contained in this Agreement shall survive during the period that the Loans herein contemplated are
outstanding.



     9.2 Governmental Regulation. Anything contained in this Agreement to the contrary
notwithstanding, no Lender shall be obligated to extend credit to the Borrower in violation of any
limitation or prohibition provided by any Applicable Law.



     9.3 Headings. Headings to Articles, Sections and subsections of, and Annexes,
Schedules and Exhibits to the Loan Documents are for convenience of reference only, and shall not
govern the interpretation of any of the provisions of the Loan Documents.



     9.4 Entire Agreement. The Loan Documents embody the entire agreement and
understanding among the Borrower, the Administrative Agent and the Lenders and supersede all prior
agreements and understandings among the Borrower, the Administrative Agent and the Lenders relating
to the subject matter thereof other than the fee letters described in Section 10.13.



     9.5 Several Obligations; Benefits of this Agreement. The respective obligations of
the Lenders hereunder are several and not joint and no Lender shall be the partner or agent of any
other (except to the extent to which the Administrative Agent is authorized to act as such). The
failure of any Lender to perform any of its obligations hereunder shall not relieve any other
Lender from any of its obligations hereunder. This Agreement shall not be construed so as to
confer any right or benefit upon any Person other than the parties to this Agreement and their
respective successors and assigns; provided, however, that the parties hereto expressly agree that
the Arranger shall enjoy the benefits of the provisions of Sections 9.6, 9.10 and 9.11 to
the extent specifically set forth therein and shall have the right to enforce such provisions on
its own behalf and in its own name to the same extent as if it were a party to this Agreement.



44









 





     9.6 Expenses; Indemnification. (i) (i) The Borrower shall pay or reimburse the
Administrative Agent and the Arranger for any costs, internal charges and out of pocket expenses
(including attorneys’ fees and time charges of attorneys for the Administrative Agent, which
attorneys may be employees of the Administrative Agent) paid or incurred by the Administrative
Agent or the Arranger, and their respective Affiliates, in connection with the preparation,
negotiation, execution, delivery,
syndication, review, amendment, modification, and administration of the Loan Documents. The
Borrower also agrees to reimburse the Administrative Agent, the Arranger and the Lenders for any
costs, internal charges and out of pocket expenses (including attorneys’ fees and time charges of
attorneys for the Administrative Agent, the Arranger and the Lenders, which attorneys may be
employees of the Administrative Agent, the Arranger or the Lenders) paid or incurred by the
Administrative Agent, the Arranger or any Lender in connection with the collection and enforcement
of the Loan Documents. Expenses being reimbursed by the Borrower under this Section include,
without limitation, costs and expenses incurred in connection with the Reports described in the
following sentence. The Borrower acknowledges that from time to time the Administrative Agent may
prepare and may distribute to the Lenders (but shall have no obligation or duty to prepare or to
distribute to the Lenders) certain reports (the “Reports”) pertaining to the Borrower’s
assets for internal use by the Administrative Agent from information furnished to it by or on
behalf of the Borrower, after the Administrative Agent has exercised its rights of inspection
pursuant to this Agreement.



     (ii) The Borrower hereby further agrees to indemnify each Indemnified Person against all
losses, claims, damages, penalties, judgments, liabilities and expenses (including, without
limitation, all expenses of litigation or preparation therefor whether or not such Indemnified
Person is a party thereto) which any of them may pay or incur arising out of (A) any Loan Document
Related Claim (whether asserted by such Indemnified Person or the Borrower or any other Person),
including the prosecution or defense thereof and any litigation or proceeding with respect thereto
(whether or not, in the case of any such litigation or proceeding, such Indemnified Person is a
party thereto), or (B) any investigation, governmental or otherwise, arising out of, related to, or
in any way connected with, the Loan Documents or the relationships established thereunder, except
to the extent that they are determined in a final non-appealable judgment by a court of competent
jurisdiction to have resulted from the gross negligence or willful misconduct of the party seeking
indemnification. The obligations of the Borrower under this Section 9.6, and under
Article III, shall survive the termination of this Agreement. All amounts payable by the
Borrower under this Section 9.6 and under the other provisions of the Loan Documents shall,
except as otherwise expressly provided, be immediately due upon request for the payment thereof.



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



     9.8 Accounting. Except as provided to the contrary herein, all accounting terms used
herein shall be interpreted and all accounting determinations hereunder shall be made in accordance
with Generally Accepted Accounting Principles, except that any calculation or determination which
is to be made on a consolidated basis shall be made for the Borrower and all its Subsidiaries,
including those Subsidiaries, if any, which are unconsolidated on the Borrower’s audited financial
statements.



45









 





     9.9 Severability of Provisions. Any provision in any Loan Document that is held to be
inoperative, unenforceable, or invalid in any jurisdiction shall, as to that jurisdiction, be
inoperative, unenforceable or invalid without affecting the remaining provisions in that
jurisdiction or the operation, enforceability or validity of that provision in any other
jurisdiction, and to this end the provisions of all Loan Documents are declared to be severable.
To the extent permitted by Applicable Law, the Borrower hereby waives any provision of Applicable
Law that renders any provision of the Loan Documents prohibited or unenforceable in any respect.



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



     9.11 Confidentiality. Each Lender agrees to hold any confidential information which
it may receive from the Borrower pursuant to this Agreement in confidence, except for disclosure
(i) to its Affiliates and to other Lenders and their respective Affiliates, (ii) to legal counsel,
accountants, and other professional advisors to such Lender or to a Transferee, (iii) to regulatory
officials, (iv) to any Person as requested pursuant to or as required by Applicable Law, (v) to any
Person in connection with any legal proceeding to which such Lender is a party, (vi) to such
Lender’s direct or indirect contractual counterparties in swap agreements or to legal counsel,
accountants and other professional advisors to such counterparties, and (vii) permitted by
Section 12.5.



     9.12 Disclosure. The Borrower and each Lender hereby acknowledge and agree that the
Administrative Agent and/or its Affiliates from time to time may hold investments in, make other
loans to or have other relationships with the Borrower and its Affiliates.



     9.13 Rights Cumulative.
Each of the rights and remedies of the Administrative Agent and the Lenders under the Loan
Documents shall be in addition to all of their other rights and remedies under the Loan Documents
and Applicable Law, and nothing in the Loan Documents shall be construed as limiting any such
rights or remedies.



     9.14 Syndication Agent; Documentation Agents. Neither the Syndication Agent nor the
Documentation Agents shall have any liability or obligation whatsoever to the Borrower, the



46









 







Administrative Agent or any Lender at any time under this Agreement, other than its obligations as
a Lender hereunder.



ARTICLE X




THE ADMINISTRATIVE AGENT




     10.1 Appointment; Nature of Relationship. Wachovia Bank, National Association, is
hereby appointed by each of the Lenders as its administrative agent hereunder and under each other
Loan Document, and each of the Lenders irrevocably authorizes the Administrative Agent to act as
the contractual representative of such Lender with the rights and duties expressly set forth herein
and in the other Loan Documents. The Administrative Agent agrees to act as such contractual
representative upon the express conditions contained in this Article X. Notwithstanding
the use of the term “administrative agent” and the defined term “Administrative Agent,” it is
expressly understood and agreed that the Administrative Agent shall not have any fiduciary
responsibilities to any Lender by reason of this Agreement or any other Loan Document and that the
Administrative Agent is merely acting as the contractual representative of the Lenders with only
those duties as are expressly set forth in this Agreement and the other Loan Documents. In its
capacity as the Lenders’ contractual representative, the Administrative Agent (i) does not hereby
assume any fiduciary duties to any of the Lenders, (ii) is a “representative” of the Lenders within
the meaning of Section 9-102(a)(72)(E) of the Uniform Commercial Code and (iii) is acting as an
independent contractor, the rights and duties of which are limited to those expressly set forth in
this Agreement and the other Loan Documents. Each of the Lenders hereby agrees to assert no claim
against the Administrative Agent on any agency theory or any other theory of liability for breach
of fiduciary duty, all of which claims each Lender hereby waives.



     10.2 Powers. The Administrative Agent shall have and may exercise such powers under
the Loan Documents as are specifically delegated to the Administrative Agent by the terms of each
thereof, together with such powers as are reasonably incidental thereto. The Administrative Agent
shall have no implied duties to the Lenders, or any obligation to the Lenders to take any action
thereunder except any action specifically provided by the Loan Documents to be taken by the
Administrative Agent. The Administrative Agent shall not be required under any circumstances to
take any action that, in its judgment, is contrary to any provision of the Loan Documents or
Applicable Law.



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



     10.4 No Responsibility for Loans, Recitals, etc. Neither the Administrative Agent nor
any of its directors, officers, agents or employees shall be responsible for or have any duty to
ascertain, inquire into, or verify (a) any statement, warranty or representation made in connection
with any Loan Document or any borrowing hereunder; (b) the performance or observance of any



47









 







of the
covenants or agreements of any obligor under any Loan Document, including, without limitation, any
agreement by an obligor to furnish information directly to each Lender; (c) the satisfaction of any
condition specified in Article IV, except receipt of items required to be delivered solely
to the Administrative Agent; (d) the existence or possible existence of any Event of Default or
Unmatured Default; (e) the validity, enforceability, effectiveness, sufficiency or genuineness of
any Loan Document or any other instrument or writing furnished in connection therewith; (f) the
value, sufficiency, creation, perfection or priority of any Lien in any collateral security; or (g)
the financial condition of the Borrower or any guarantor of any of the Obligations or of any of the
Borrower’s or any such guarantor’s respective Subsidiaries. The Administrative Agent shall have no
duty to disclose to the Lenders information that is not required to be furnished by the Borrower to
the Administrative Agent at such time, but is voluntarily furnished by the Borrower to the
Administrative Agent (either in its capacity as Administrative Agent or in its individual
capacity).



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



     10.6 Employment of Agents and Counsel. The Administrative Agent may execute any of
its duties as Administrative Agent hereunder and under any other Loan Document by or through
employees, agents, and attorneys
in fact and shall not be answerable to the Lenders, except as to money or securities received
by it or its authorized agents, for the conduct or misconduct of any such agents or attorneys in
fact selected by it with reasonable care. The Administrative Agent shall be entitled to advice of
counsel concerning the contractual arrangements among the Administrative Agent, the Borrower and
the Lenders and all matters pertaining to the Administrative Agent’s duties hereunder and under any
other Loan Document.



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



     10.8 Administrative Agent’s Reimbursement and Indemnification. The Lenders agree to
reimburse and indemnify the Administrative Agent ratably in proportion to their respective
Commitments (or, if the Commitments have been terminated, in proportion to their Commitments
immediately prior to such termination) (i) for any amounts not reimbursed by the Borrower
for which
the Administrative Agent is entitled to reimbursement by the Borrower



48









 







under the Loan Documents,
(ii) for any other expenses incurred by the Administrative Agent on behalf of the Lenders, in
connection with the preparation, execution, delivery, administration and enforcement of the Loan
Documents (including, without limitation, for any expenses incurred by the Administrative Agent in
connection with any dispute between the Administrative Agent and any Lender or between two or more
of the Lenders) and (iii) for any Liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements of any kind and nature whatsoever which may be
imposed on, incurred by or asserted against the Administrative Agent in any way relating to or
arising out of the Loan Documents or any other document delivered in connection therewith or the
transactions contemplated thereby (including, without limitation, for any such amounts incurred by
or asserted against the Administrative Agent in connection with any dispute between the
Administrative Agent and any Lender or between two or more of the Lenders), or the enforcement of
any of the terms of the Loan Documents or of any such other
documents; provided that (i) no Lender
shall be liable for any of the foregoing to the extent any of the foregoing is found in a final
non-appealable judgment by a court of competent jurisdiction to have resulted from the gross
negligence or willful misconduct of the Administrative Agent and (ii) any indemnification required
pursuant to Section 3.4 shall, notwithstanding the provisions of this Section 10.8,
be paid by the relevant Lender in accordance with the provisions thereof. The obligations of the
Lenders under this Section 10.8 shall survive payment of the Obligations and termination of
this Agreement.



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



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



     10.11 Lender Credit Decision. Each Lender acknowledges that it has, independently and
without reliance upon the Administrative Agent, the Syndication Agent, any Documentation Agent, any
Arranger or any other Lender and based on the financial statements prepared by the Borrower and
such other documents and information as it has deemed appropriate, made its own credit analysis and
decision to enter into this Agreement and the other Loan Documents. Each Lender also acknowledges
that it will, independently and without reliance upon the Administrative Agent, the Syndication
Agent, any Documentation Agent, the Arranger or any other Lender and based on such documents and
information as it shall deem appropriate at the



49









 







time, continue to make its own credit decisions in
taking or not taking action under this Agreement and the other Loan Documents.



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



     10.13 Administrative Agent and Arranger Fees. The Borrower agrees to pay to the
Administrative Agent and the Arranger, for their respective accounts, the fees agreed to by the
Borrower, the Administrative Agent and the Arranger from time to time.



     10.14 Delegation to Affiliates. The Borrower and the Lenders agree that the
Administrative Agent may delegate any of its duties under this Agreement to any of its Affiliates.
Any such Affiliate (and such Affiliate’s directors, officers, agents and employees) which performs
duties in connection with this Agreement shall be entitled to the same benefits of



50









 







the
indemnification, waiver and other protective provisions to which the Administrative Agent is
entitled under Articles IX and X.



ARTICLE XI




SETOFF; RATABLE PAYMENTS




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



     11.2 Ratable Payments. If any Lender, whether by setoff or otherwise, has payment
made to it upon its Loans or fees (other than payments received pursuant to Section 3.1, 3.2,
3.4 or 3.5 or payments of principal or interest on Competitive Bid Loans at a time when no
Event of Default is continuing) in a greater proportion than that received by any other Lender,
such Lender agrees, promptly upon demand, to acquire a portion of the Loans held by the other
Lenders so that after such acquisition each Lender will hold its ratable proportion of the then
outstanding Loans. If any Lender, whether in connection with setoff or amounts which might be
subject to setoff or otherwise, receives collateral or other protection for its Obligations or
other amounts which may be subject to setoff, such Lender agrees, promptly upon demand, to take
such action necessary such that all Lenders share in the benefits of such collateral or other
protection ratably in proportion to their Loans. In case any such payment is disturbed by legal
process, or otherwise, appropriate further adjustments shall be made.



ARTICLE XII




BENEFIT OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS




     12.1 Successors and Assigns. The terms and provisions of the Loan Documents shall be
binding upon and inure to the benefit of the Borrower and the Lenders and their respective
successors and assigns, except that (i) the Borrower shall not have the right to assign its rights
or obligations under the Loan Documents and (ii) any assignment by any Lender must be made in
compliance with Section 12.3. The parties to this Agreement acknowledge that clause
(ii) of this Section 12.1 relates only to absolute assignments and does not prohibit
assignments creating security interests, including, without limitation, any pledge or assignment by
any Lender of all or any portion of its rights under this Agreement and any Note to a Federal
Reserve Bank; provided, however, that no such pledge or assignment creating a security interest
shall release the transferor Lender from its obligations hereunder unless 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 which holds any Note as the owner thereof for all purposes
hereof unless and until such Person complies with Section 12.3; provided, however, that the



51









 







Administrative Agent may in its discretion (but shall not be required to) follow instructions from
the Person which made any Loan or which holds any Note to direct payments relating to such Loan or
Note to another Person. Any assignee of the rights to any Loan or any Note agrees by acceptance of
such assignment to be bound by all the terms and provisions of the Loan Documents. Any request,
authority or consent of any Person, who at the time of making such request or giving such authority
or consent is the owner of the rights to any Loan (whether or not a Note has been issued in
evidence thereof), shall be conclusive and binding on any subsequent holder or assignee of the
rights to such Loan.



     12.2 Participations.



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




          12.2.2 Voting Rights. Each Lender shall retain the sole right to approve, without the
consent of any Participant, any amendment, modification or waiver of any provision of the Loan
Documents other than any amendment, modification or waiver with respect to any Loan or Commitment
in which such Participant has an interest which would require consent of all of the Lenders
pursuant to the terms of Section 8.2 or of any other Loan Document. Any agreement or
instrument pursuant to which a Lender sells such a participation shall provide that such Lender
shall retain the sole right to enforce this Agreement and to approve any amendment, modification or
waiver of any provision of this Agreement; provided that such agreement or instrument may
provide that such Lender will not, without the consent of the Participant, agree to any amendment,
modification or waiver described in Section 8.2 that affects such Participant.




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





52









 








          12.2.4 Benefit of Certain Provisions. The Borrower agrees that each Participant shall
be entitled to the benefits of Article III to the same extent as if it were a Lender and
had acquired its interest by assignment pursuant to Section 12.3.1. A Participant shall
not be entitled to receive any greater payment under Article III than the applicable Lender
would have been entitled to receive with respect to
the participation sold to such Participant, unless the sale of the participation to such
Participant is made with the Borrower’s prior written consent. A Participant that would be a
Non-U.S. Lender if it were a Lender shall not be entitled to the benefits of Section 3.5
unless the Borrower is notified of the participation sold to such Participant and such Participant
agrees, for the benefit of the Borrower, to comply with Section 3.5 as though it were a
Lender.




     12.3 Assignments.



          12.3.1 Permitted Assignments. Any Lender may, in the ordinary course of its business
and in accordance with Applicable Law, at any time assign to one or more banks or other entities
(“Purchasers”) all or any part of its rights and obligations under the Loan Documents.
Such assignment shall be pursuant to an agreement substantially in the form of Exhibit
12.3.1. The consent of the Borrower and the Administrative Agent shall be required prior to an
assignment becoming effective with respect to a Purchaser which is not a Lender or an Affiliate
thereof; provided, however, that if an Event of Default has occurred and is continuing, the consent
of the Borrower shall not be required. Such consent shall not be unreasonably withheld or delayed.
Each such assignment with respect 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) $5,000,000 or (ii) the remaining amount of the assigning Lender’s
Commitment (calculated as at the date of such assignment) or outstanding Loans (if the applicable
Commitment has been terminated).




          12.3.2 Effect; Effective Date. Upon (i) delivery to the Administrative Agent of an
assignment, together with any consents required by Section 12.3.1, and (ii) payment of a
$3,500 fee to the Administrative Agent for processing such assignment (unless such fee is waived by
the Administrative Agent), such assignment shall become effective on the effective date specified
in such assignment. On and after the effective date of such assignment, such Purchaser shall for
all purposes be a Lender party to this Agreement and any other Loan Document executed by or on
behalf of the Lenders and shall have all the rights and obligations of a Lender under the Loan
Documents, to the same extent as if it were an original party hereto, and no further consent or
action by the Borrower, the Lenders or the Administrative Agent shall be required to release the
transferor Lender with respect to the percentage of the Aggregate Commitments assigned to such
Purchaser. Upon the consummation of any assignment to a Purchaser pursuant to this Section
12.3.2, the transferor Lender, the Administrative Agent and the Borrower shall, if the
transferor Lender or the Purchaser desires that its Loans be evidenced by Notes, make appropriate
arrangements so that new Notes or, as appropriate, replacement Notes are issued to such transferor
Lender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in each
case in principal amounts reflecting their respective Commitments, as adjusted pursuant to such
assignment. Any assignment or transfer by a Lender of rights or obligations under this Agreement
that does not comply with this paragraph shall be treated for purposes of this Agreement as a sale
by such Lender of a participation in such rights and obligations in accordance with Section
12.2.2.




53









 








     12.4 Assignment to Reflect Amended Commitments. The Lenders whose Commitments, after
giving effect to this Agreement, are greater than their Commitment prior to giving effect to this
Agreement (each an “Increasing Commitment Lender”) shall purchase, as an assignment from each
Lender whose Commitment after giving effect to this Agreement is less than its Commitment prior to
giving effect to this Agreement (each a “Decreasing Commitment Lender”), such portions of such
Decreasing Commitment Lenders’ Loans outstanding at such time such that, after giving effect to
such assignments, the respective Commitment of each Lender shall be equal to such Lender’s
Commitment Percentage of the Aggregate Commitments. The purchase price for the Loans so assigned
shall be the principal amount of the Loans so assigned plus the amount of accrued and unpaid
interest thereon as of the date of assignment. Each Increasing Commitment Lender shall pay the
aggregate purchase price payable by it to the Administrative Agent on the Agreement Date and the
Administrative Agent shall promptly forward to each Decreasing Commitment Lender the portion
thereof payable to it. Upon payment by an Increasing Commitment Lender of the purchase price
payable by it to a Decreasing Commitment Lender, such Decreasing Commitment Lender shall be
automatically deemed to have sold and made the applicable assignments to such Increasing Commitment
Lender and shall, to the extent of the interest assigned, be released from its obligations under
the Loan Documents, and such Increasing Commitment Lender shall be automatically deemed to have
purchased and assumed such assignments from such Decreasing Commitment Lender and, if not already a
Lender hereunder, shall be a party hereto and, to the extent of the interest assigned, have the
rights and obligations of a Lender under the Loan Documents.



     12.5 Dissemination of Information. The Borrower authorizes each Lender to disclose to
any Participant or Purchaser or any other Person acquiring an interest in the Loan Documents by
operation of law (each a “Transferee”) and any prospective Transferee any and all
information in such Lender’s possession concerning the creditworthiness of the Borrower and its
Subsidiaries, including without limitation any information contained in any Reports;
provided that each Transferee and prospective Transferee agrees to be bound by Section
9.11 of this Agreement.



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



ARTICLE XIII




NOTICES




     13.1 Notices. Except as otherwise permitted by Section 2.14 with respect to Borrowing Notices, all
notices, requests and other communications to any party hereunder shall be in writing (including
electronic transmission, facsimile transmission or similar writing) and shall be given to such
party: (x) in the case of the Borrower or the Administrative Agent, at its address or facsimile
number set forth on the signature pages hereof, (y) in the case of any Lender, at its address or
facsimile number set forth below its signature hereto or (z) in the case of any party, at such
other address or facsimile number as such party may hereafter specify for the purpose by notice to
the Administrative Agent and the Borrower in accordance with the



54









 







provisions of this Section
13.1. Each such notice, request or other communication shall be effective (i) if given by
facsimile transmission, when transmitted to the facsimile number specified in this Section and
confirmation of receipt is received, (ii) if given by mail, 72 hours after such communication is
deposited in the mails with first class postage prepaid, addressed as aforesaid, or (iii) if given
by any other means, when delivered (or, in the case of electronic transmission, received) at the
address specified in this Section; provided that notices to the Administrative Agent under
Article II shall not be effective until received.



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



ARTICLE XIV




COUNTERPARTS;
EFFECTIVENESS; AMENDMENT AND RESTATEMENT OF 
EXISTING CREDIT AGREEMENT




     This Agreement may be executed in any number of counterparts, all of which taken together
shall constitute one agreement, and any of the parties hereto may execute this Agreement by signing
any such counterpart. This Agreement shall become effective when (a) it has been executed by the
Borrower, the Administrative Agent and the Lenders and each party has notified the Administrative
Agent by facsimile transmission or telephone that it has taken such action and (b) the Borrower has
paid all outstanding fees and other amounts payable by the Borrower to the Exiting Lenders in
connection with the termination of each Exiting Lender’s rights and obligations under the Existing
Credit Agreement.



ARTICLE XV




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




     15.1 CHOICE OF LAW. THE RIGHTS AND DUTIES OF THE BORROWER, THE ADMINISTRATIVE AGENT
AND THE LENDERS UNDER THIS AGREEMENT AND THE NOTES (INCLUDING MATTERS RELATING TO THE MAXIMUM
PERMISSIBLE RATE), AND THE OTHER LOAN DOCUMENTS SHALL, PURSUANT TO NEW YORK GENERAL OBLIGATIONS LAW
SECTION 5-1401, BE GOVERNED BY THE LAW OF THE STATE OF NEW YORK.



     15.2 CONSENT TO JURISDICTION. Any judicial proceeding brought against the Borrower
with respect to any Loan Document Related Claim may be brought in any court of competent
jurisdiction in The City of New York, and, by execution and delivery of this Agreement, the
Borrower (a) accepts, generally and unconditionally, the nonexclusive jurisdiction of such courts
and any related appellate court and irrevocably agrees to be bound by any judgment rendered thereby
in connection with any Loan Document Related Claim and (b) irrevocably waives any objection it may
now or hereafter have as to the venue of any such proceeding brought in such a court or that such a
court is an inconvenient forum. The Borrower hereby waives personal service of process and
consents that service of process upon it may be made by certified or registered mail, return
receipt requested, at its address specified or



55









 







determined in accordance with the provisions of
Article XIII, and service so made shall be deemed completed on the third Business Day after
such service is deposited in the mail. Nothing herein shall affect the right of the Administrative
Agent, any Lender or any other Indemnified Person to serve process in any other manner permitted by
law or shall limit the right of the Administrative Agent, the Syndication Agent, any Documentation
Agent, any Lender or any other Indemnified Person to bring proceedings against the Borrower in the
courts of any other jurisdiction. Any judicial proceeding by the Borrower against the
Administrative Agent or any Lender involving any Loan Document Related Claim shall be brought only
in a court located in the City and State of New York.



     15.3 WAIVER OF JURY TRIAL. THE BORROWER, THE ADMINISTRATIVE AGENT AND EACH LENDER
HEREBY WAIVE TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING ANY LOAN DOCUMENT RELATED CLAIM.



     15.4 LIMITATION ON LIABILITY. TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, NEITHER
THE ADMINISTRATIVE AGENT, NOR THE LENDERS NOR ANY OTHER INDEMNIFIED PERSON SHALL HAVE ANY LIABILITY
WITH RESPECT TO, AND THE BORROWER HEREBY WAIVES, RELEASES AND AGREES NOT TO SUE FOR, ANY SPECIAL,
INDIRECT OR CONSEQUENTIAL DAMAGES, AND TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, PUNITIVE
DAMAGES SUFFERED BY THE BORROWER IN CONNECTION WITH ANY LOAN DOCUMENT RELATED CLAIM.



     15.5 USA PATRIOT Act Notice. Each Lender and the Administrative Agent (for itself and
not on behalf of any Lender) hereby notifies the Borrower that pursuant to the requirements of the
USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Patriot
Act”), it is required to obtain, verify and record information that identifies the Borrower,
which information includes the name and address of the Borrower and other information that will
allow such Lender or Administrative Agent, as applicable, to identify the Borrower in accordance
with the Patriot Act.



[SIGNATURE PAGES FOLLOW]




56









 





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



	 	 	 
	 

	 	WGL HOLDINGS, INC.
	 
	 	 
	 

	 	By: /s/ Shelley C. Jennings
	 

	 	 

	 

	 	Name: Shelley C. Jennings
	 

	 	Title: Treasurer
	 
	 	 
	 

	 	101 Constitution Ave. N.W.
	 

	 	Washington, DC 20080
	 
	 	 
	 

	 	Attention: Shelley C. Jennings, Treasurer
	 

	 	Telephone: 202 624-6668
	 

	 	Fax: 202 624-6655






 









 







	 	 	 
	Commitment	 	 
	$46,571,000

	 	WACHOVIA BANK, NATIONAL ASSOCIATION,
	 

	 	as Administrative Agent and a Lender
	 
	 	 
	 

	 	By: /s/ Dan Wolff
	 

	 	 

	 

	 	Name: Dan Wolff
	 

	 	Title: Vice President
	 
	 	 
	 

	 	301 South College Street
	 

	 	NC0760,
	 

	 	Charlotte, NC 28288
	 
	 	 
	 

	 	Attention: Shannan Townsend
	 

	 	Telephone: 704 383-9580
	 

	 	Fax: 704 383-6647






 









 






	 	 	 
	Commitment	 	 
	$43,714,000

	 	BANK OF TOKYO-MITSUBISHI UFJ TRUST
	 

	 	COMPANY, as Syndication Agent and a Lender
	 
	 	 
	 

	 	By: /s/ Nicholas R. Battista
	 

	 	 

	 

	 	Name: Nicholas R. Battista
	 

	 	Title: Vice President
	 
	 	 
	 

	 	1251 Avenue of the Americas
	 

	 	New York, New York 10020-1104
	 
	 	 
	 

	 	Attention: Nicholas R. Battista
	 

	 	Telephone: 212-782-4333
	 

	 	Fax: 212-782-6440






 









 






	 	 	 
	Commitment	 	 
	$42,286,000

	 	CITIBANK, N.A., as a Documentation Agent and a Lender
	 
	 

	 	By: /s/ David E. Hunt
	 

	 	 

	 

	 	Name: David E. Hunt
	 

	 	Title: Attorney-in- Fact
	 
	 	 
	 

	 	333 Clay Street, St. 3700
	 

	 	Houston, Texas 77002
	 
	 	 
	 

	 	Attention: David E. Hunt
	 

	 	Telephone: 713 654-2829
	 

	 	Fax: 713 481-0255






 









 






	 	 	 
	Commitment	 	 
	$42,286,000

	 	SUNTRUST BANK, as a Documentation Agent and a Lender
	 
	 	 
	 

	 	By: Yann Pirio
	 

	 	 

	 

	 	Name: Yann Pirio
	 

	 	Title: Vice President
	 
	 	 
	 

	 	Mail Code 1929, 303 Peachtree Street
	 

	 	Atlanta, Georgia 30308
	 
	 	 
	 

	 	Attention: Yann Pirio
	 

	 	Telephone: 404 813-5498
	 

	 	Fax: 404 827-6270






 









 






	 	 	 
	Commitment	 	 
	$42,286,000

	 	WELLS FARGO BANK, NATIONAL
ASSOCIATION, as a Documentation Agent and a Lender
	 
	 	 
	 

	 	By: /s/ Jo Ann Vasquez
	 

	 	 

	 

	 	Name: Jo Ann Vasquez
	 

	 	Title: Vice President
	 
	 	 
	 

	 	MAC T5002-090
	 

	 	1000 Louisiana Street, 9th Floor
	 

	 	Houston, Texas 77002
	 
	 	 
	 

	 	Attention: Jo Ann Vasquez
	 

	 	Telephone: 713 319-1922
	 

	 	Fax:            713 739-1087






 









 






	 	 	 
	Commitment	 	 
	$38,571,000

	 	THE BANK OF NEW YORK, as a Lender
	 
	 	 
	 

	 	By: /s/ Richard A. Matthews
	 

	 	 

	 

	 	Name: Richard A. Matthews
	 

	 	Title: Vice President
	 
	 	 
	 

	 	One Wall Street, 19th Floor
	 

	 	New York, New York 10286
	 
	 	 
	 

	 	Attention: John Watt
	 

	 	Telephone: 212 635-7533
	 

	 	Fax:           212 635-7923






 









 






	 	 	 
	Commitment	 	 
	$38,571,000

	 	JPMORGAN CHASE BANK, N.A., as a Lender
	 
	 	 
	 

	 	By: /s/ Helen D. Davis
	 

	 	 

	 

	 	Name: Helen D. Davis
	 

	 	Title: Vice President
	 
	 	 
	 

	 	10 South Dearborn Street, IL1-0090
	 

	 	Chicago, Illinois 60603
	 
	 	 
	 

	 	Attention: Helen D. Davis
	 

	 	Telephone: 312 732-1759
	 

	 	Fax: 312 732-1762






 









 






	 	 	 
	Commitment	 	 
	$17,143,000

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

	 	By: /s/ Jim Langley
	 

	 	 

	 

	 	Name: Jim Langley
	 

	 	Title: Vice President
	 
	 	 
	 

	 	8300 Greensboro Drive
	 

	 	Mezzanine Level
	 

	 	McLean, Virginia 22102
	 
	 	 
	 

	 	Attention: Jim Langley
	 

	 	Telephone: 703 761-8356
	 

	 	Fax: 704 719-8483






 









 






	 	 	 
	Commitment	 	 
	$24,286,000

	 	PNC BANK, NATIONAL ASSOCIATION, as a Lender




By: /s/ D. Jermaine Johnson
	 

	 	 

	 

	 	Name: D. Jermaine Johnson
	 

	 	Title: Vice President
	 
	 	 
	 

	 	808 17th Street NW
	 

	 	Washington, D.C. 20006
	 
	 	 
	 

	 	Attention: D. Jermaine Johnson
	 

	 	Telephone: 202 835-5034
	 

	 	Fax: 202 835-5977






 









 






	 	 	 
	Commitment	 	 
	$24,286,000

	 	BRANCH BANKING & TRUST COMPANY, as a Lender
	 
	 	 
	 

	 	By: /s/ James E. Davis
	 

	 	 

	 

	 	Name: James E. Davis
	 

	 	Title: Senior Vice President
	 
	 	 
	 

	 	8200 Greensboro Drive, Suite 1000
	 

	 	McLean, Virginia 22102
	 

	 	Attention: Divina S. Tamayo
	 

	 	Telephone: 703-442-4038
	 

	 	Fax:            703-442-4025






 









 






	 	 	 
	Commitment	 	 
	$20,000,000

	 	THE BANK OF NOVA SCOTIA, as a Lender
	 
	 	 
	 

	 	By: /s/ Thane Rattew
	 

	 	 

	 

	 	Name: Thane Rattew
	 

	 	Title: Managing Director




The Bank of Nova Scotia
	 

	 	One Liberty Plaza, 26th Floor
	 

	 	New York, New York 10006
	 
	 	 
	 

	 	Attention: Isabel Abella
	 

	 	Telephone: 212-225-5305
	 

	 	Fax: 212-225-5480






 









 






	 	 	 
	Commitment	 	 
	$20,000,000

	 	THE NORTHERN TRUST COMPANY, as a Lender
	 
	 	 
	 

	 	By: /s/ Michael Kingsley
	 

	 	 

	 

	 	Name: Michael Kingsley
	 

	 	Title: Vice President
	 
	 	 
	 

	 	50 South LaSalle Street
	 

	 	Chicago, Illinois 60603
	 
	 	 
	 

	 	Attention: Sharon Jackson
	 

	 	Telephone: 312 630-1609
	 

	 	Fax: 312 630-1566






 









 






Schedule 1.1




PRICING SCHEDULE




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Applicable	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Margin	 	Level I	 	 	Level II	 	 	Level III	 	 	Level IV	 	 	Level V	 
	Eurodollar Base
Rate Loans
	 	 	0.110	%	 	 	0.130	%	 	 	0.150	%	 	 	0.190	%	 	 	0.270	%
	Alternate Base
Rate Loans
	 	 	0.0	%	 	 	0.0	%	 	 	0.0	%	 	 	0.0	%	 	 	0.0	%






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Applicable 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Facility Fee	 	Level I	 	 	Level II	 	 	Level III	 	 	Level IV	 	 	Level V	 
	Facility Fee Rate
	 	 	0.040	%	 	 	0.045	%	 	 	0.050	%	 	 	0.060	%	 	 	0.080	%






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Applicable 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Utilization Fee 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Rate	 	Level I	 	 	Level II	 	 	Level III	 	 	Level IV	 	 	Level V	 
	Utilization Fee Rate
	 	 	0.025	%	 	 	0.025	%	 	 	0.050	%	 	 	0.050	%	 	 	0.050	%






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



     “Level” means Level I, Level II, Level III, Level IV or Level V, as applicable.



     “Level I” exists at any date if, on such date, any two of the following ratings are in
effect: the Moody’s Rating is Aa3 or higher, the S&P Rating is AA- or higher, and the Fitch’s
Rating is AA- or higher.



     “Level II” exists at any date if, on such date, any two of the following ratings are
in effect: the Moody’s Rating is A1, the S&P Rating is A+, and the Fitch’s Rating is A+.



     “Level III” exists at any date if, on such date, any two of the following ratings are
in effect: the Moody’s Rating is A2, or the S&P Rating is A, and the Fitch’s Rating is A.



     “Level IV” exists at any date if, on such date, any two of the following ratings are
in effect: the Moody’s Rating is A3, or the S&P Rating is A-, and the Fitch’s Rating is A-.



 









 





     “Level V” exists at any date if, on such date, the Moody’s Rating is less than A3, the
S&P Rating is less than A-, and the Fitch’s Rating is less than A-.



     “Fitch’s Rating” means, at any time, one level lower than the rating issued by Fitch
and then in effect with respect to the Utility’s senior unsecured long-term debt securities without
third party credit enhancement.



     “Moody’s Rating” means, at any time, one level lower than the rating issued by Moody’s
and then in effect with respect to the Utility’s senior unsecured long-term debt securities without
third-party credit enhancement.



     “S&P Rating” means, at any time, one level lower than the rating issued by S&P and
then in effect with respect to the Utility’s senior unsecured long-term debt securities without
third-party credit enhancement.



     The Applicable Margin, the applicable Facility Fee Rate and the applicable Utilization Fee
Rate shall be determined in accordance with the foregoing table based on the Borrower’s Level as
determined from the then-current Fitch’s Rating, Moody’s Rating and S&P Rating. The credit rating
in effect on any date for the purposes of this Schedule is that in effect at the close of business
on such date. If at any time the Borrower has no Fitch’s Rating, no Moody’s Rating or no S&P
Rating, Level V shall exist. If no two ratings are at the same Level, the Level of the intermediate
rating shall apply.



2









 





 Schedule 5.3




LITIGATION




NONE





 









 





Schedule 5.8




EMPLOYEE BENEFIT PLANS




     The Utility provides certain health care and life insurance benefits for its retired
employees. Substantially all employees of the Utility may become eligible for such benefits if they
meet specified service requirements and attain retirement status under the Pension Plan while
working for the Utility. The Borrower accounts for these benefits under the provisions of Statement
of Financial Accounting Standards No. 106 entitled “Employers’ Accounting for Postretirement
Benefits Other than Pensions.” Reference is made to Footnote 12 in the Borrower’s Annual Report to
Shareholders for the fiscal year ended September 30, 2006, for the quantification of those
liabilities.




 









 








Schedule 5.11




ENVIRONMENTAL MATTERS




     The Utility received a letter from the property owner of a property adjacent to one of its
former manufactured gas plant (MGP) sites, claiming that the owner has incurred additional expenses
due to the presence of MGP wastes. The Utility responded to the letter, asking for additional
information about the costs incurred and the actions taken, including whether or not the property
owner has complied with the National Contingency Plan, and raising other possible defenses.



     After receiving further correspondence from the property owner, the Utility responded that it
does not believe that it has any liability for the expenses incurred in connection with the MGP
wastes.




 









 








Schedule 5.13




SUBSIDIARIES




The Utility

Crab Run Gas Company

Hampshire Gas Company

Washington Gas Resources Corp.




     (Subsidiaries of Washington Gas Resources Corp.)



Washington Gas Energy Services, Inc.

Washington Gas Energy Systems, Inc.

Washington Gas Credit Corp.





 









 








EXHIBIT 2.2.3




RATABLE BORROWING NOTICE



[Name and address of Administrative Agent

in accordance with Section 13.1]



Date:



Ladies and Gentlemen:




     Reference is made to the Amended and Restated Credit Agreement dated as of August 3,
2007 among WGL Holdings, Inc., the Lenders parties thereto, Wachovia Bank, National
Association, as Administrative Agent, Bank of Tokyo-Mitsubishi UFJ Trust Company, as
Syndication Agent, Citibank, N.A., SunTrust Bank, and Wells Fargo Bank, National
Association, as Documentation Agents (as amended, supplemented or otherwise modified from
time to time through the date hereof, the “Credit Agreement”). Terms defined in
the Credit Agreement that are not otherwise defined herein are used herein with the
meanings therein ascribed to them. The undersigned hereby gives notice pursuant to
Section 2.2.3 of the Credit Agreement of its request to have the following
Ratable Loans made to it on [insert requested date of borrowing]:



	 	 	 
	Type of Loans1	 	Amount
	 

	 	 
	 

	 	 
	 

	 	 
	 

	 	 
	 

	 	 
	 

	 	 





     [Please disburse the proceeds of the Ratable Loans by [insert requested method of
disbursement].]2



     The undersigned represents and warrants that (a) the borrowing requested hereby
complies with the requirements of Section 2.2.3 of the Credit Agreement and (b)





 




			
	1	 	Specify whether the Loans are Absolute Bid
Rate Loans or Eurodollar Base Rate Loans and, if Eurodollar Base Rate Loans,
the duration of the initial Interest Period applicable thereto (e.g.,
“1-mo. Eurodollar”).
	 
	2	 	Include and complete this sentence if the
proceeds of the requested Ratable Loans are to be disbursed in a manner other
than by credit to an account of the Borrower at the Administrative
Agent’s address specified pursuant to Article XIII.




 









 









[except to the extent set forth on Annex A hereto,]3 (i) each of the
representations and warranties contained in Article V (other than the
representations and warranties set forth in Sections 5.2(b), 5.3, 5.11(a), 5.11(b),
5.11 (c), 5.11(f), 5.11(g), 5.11(h) and 5.11(i)) are true and correct as of the date
hereof except to the extent any such representation or warranty is stated to relate
solely to an earlier date, in which case such representation or warranty was true and
correct on and as of such earlier date and (except to the extent the undersigned gives
notice to the Lenders to the contrary prior to 5:00 p.m. (New York time) on the Business
Day before the requested date for the making of the Ratable Loans) will be true and
correct at and as of the time the Ratable Loans are made, in each case both with and
without giving effect to the Ratable Loans and the application of the proceeds thereof,
and (ii) no Unmatured Default has occurred and is continuing as of the date hereof or
would result from the making of the Ratable Loans or from the application of the proceeds
thereof if the Ratable Loans were made on the date hereof, and (except to the extent the
undersigned gives notice to the Lenders to the contrary prior to 5:00 p.m. (New York
time) on the Business Day before the requested date for the making of the Ratable Loans)
no Unmatured Default will have occurred and be continuing at the time the Ratable Loans
are to be made or would result from the making of the Ratable Loans or from the
application of the proceeds thereof.




	 	 	 	 	 
	 	WGL HOLDINGS, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





 




			
	3	 	If the representation and warranty in either
clause (b)(i) or (b)(ii) would be incorrect, include the material in brackets
and set forth the reasons such representation and warranty would be incorrect
on an attachment labeled Annex A.




 









 










EXHIBIT 2.2.4




NOTICE OF CONVERSION OR CONTINUATION



[Name and address of Administrative Agent

in accordance with Section 13.1]



Date:



Ladies and Gentlemen:





     Reference is made to the Amended and Restated Credit Agreement dated as of August 3, 2007
among WGL Holdings, Inc., the Lenders parties thereto, Wachovia Bank, National Association, as
Administrative Agent, Bank of Tokyo-Mitsubishi UFJ Trust Company, Citibank, N.A., SunTrust Bank,
and Wells Fargo Bank, National Association, as Documentation Agents (as amended, supplemented or
otherwise modified from time to time through the date hereof, the “Credit Agreement”). The
undersigned hereby gives notice pursuant to Section 2.2.4 of the Credit Agreement of its desire to
convert or continue the Ratable Loans specified below into or as Ratable Loans of the Types and in
the amounts specified below on [insert date of conversion or continuation]:



	 	 	 	 	 	 	 	 	 
	Loans to be Converted or Continued	 	Resulting Loans
	Type of	 	Last Day of Current	 	 	 	 	 	 
	Loans1	 	Interest Period2	 	Amount	 	Type of Loans1	 	Amount
	 

	 	 
	 	 
	 	 
	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 

	 	 
	 	 
	 	 
	 	 
	 

	 	 
	 	 
	 	 
	 	 





     The undersigned represents and warrants that the conversions and continuations requested
hereby comply with the requirements of the Credit Agreement.



	 	 	 	 	 
	 	WGL HOLDINGS, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





 




			
	1	 	Specify whether the Loans are Alternate Base
Rate Loans or Eurodollar Base Rate Loans and, if Eurodollar Base Rate Loans,
the duration of the current Interest Period applicable thereto (e.g.,
“1-mo. Eurodollar”).
	 
	2	 	If the Loans are Eurodollar Base Rate Loans,
specify the last day of the initial Interest Period applicable thereto




 









 










EXHIBIT 2.3.2




COMPETITIVE BID QUOTE REQUEST



(Section 2.3.2)




                    ,      1





			 
	To:	 	Wachovia Bank, National Association,

as administrative agent (the “Administrative Agent”)






			 
	From:	 	WGL Holdings, Inc. (the “Borrower”)






			 
	Re:	 	Amended and Restated Credit Agreement dated as of August 3, 2007
among WGL Holdings, Inc., the Lenders parties thereto, Wachovia
Bank, National Association, as Administrative Agent, Bank of
Tokyo-Mitsubishi UFJ Trust Company, as Syndication Agent,
Citibank, N.A., SunTrust Bank, and Wells Fargo Bank, National
Association, as Documentation Agents (as amended, supplemented
or otherwise modified from time to time through the date hereof,
the “Agreement”)






     1. Capitalized terms used herein have the meanings assigned to them in the Agreement.



     2. We hereby give notice pursuant to Section 2.3.2 of the Agreement that we request
Competitive Bid Quotes for the following proposed Competitive Bid Loan(s):



     Borrowing Date:                     ,      



	 	 	 	 	 	 
	 	Principal Amount2	 	Interest Period3	 
	 	$
	 	 	 	 
	 	 	 

	 	 	 





     3. Such Competitive Bid Quotes should offer [a Competitive Bid Margin] [an Absolute Bid
Rate].4





 




			
	1	 	Each Competitive Bid Quote Request must be
received by the Administrative Agent no later than 11:00 a.m. at least five
Business Days prior to the proposed Borrowing Date; provided that, a
Competitive Bid Quote Request requesting an Absolute Bid Rate Auction does not
need to be received by the Administrative Agent until no later than 10:00 a.m.
at least one Business Day prior to the proposed Borrowing Date
	 
	2	 	Amount must be at least $5,000,000 and an
integral multiple of $1,000,000.
	 
	3	 	One (1), two (2), three (3) or six (6) months
(Eurodollar Auction) OR at least seven (7) and up to one hundred and eighty
(180) days (Absolute Bid Rate Auction), subject to the provisions of the
definitions of Eurodollar Interest Period and Absolute Bid Rate Interest
Period.
	 
	4	 	The Borrower may request either a Competitive
Bid Margin or an Absolute Bid Rate, but not both.




 









 










     4. Upon acceptance by the undersigned of any or all of the Competitive Bid Loans offered by
Lenders in response to this request, the undersigned shall be deemed to represent and warrant that
(a) the borrowing requested hereby complies with the requirements of Section 2.3.2 of the Credit
Agreement and (b) (i) each of the representations and warranties contained in Article V
(other than the representations and warranties set forth in Sections 5.2(b), 5.3, 5.11(a),
5.11(b), 5.11(c), 5.11(f), 5.11(g), 5.11(h) and 5.11(i)) are true and correct as of the date
hereof except to the extent any such representation or warranty is stated to relate solely to an
earlier date, in which case such representation or warranty was true and correct on and as of such
earlier date and (except to the extent the undersigned gives notice to the Administrative Agent to
the contrary prior to 5:00 p.m. (New York time) on the Business Day before the requested date for
the making of the Competitive Bid Loans) will be true and correct at and as of the time the
Competitive Bid Loans are made, in each case both with and without giving effect to the Competitive
Bid Loans and the application of the proceeds thereof, and (ii) no Unmatured Default has occurred
and is continuing as of the date hereof or would result from the making of the Competitive Bid
Loans or from the application of the proceeds thereof if the Competitive Bid Loans were made on the
date hereof, and (except to the extent the undersigned gives notice to the Lenders to the contrary
prior to 5:00 p.m. (New York time) on the Business Day before the requested date for the making of
the Competitive Bid Loans) no Unmatured Default will have occurred and be continuing at the time
the Competitive Bid Loans are to be made or would result from the making of the Competitive Bid
Loans or from the application of the proceeds thereof.



	 	 	 	 	 
	 

	 	WGL HOLDINGS, INC.



	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	 	 	 
	 

	 	Title:	 	 
	 

	 	 	 	 





 









 






EXHIBIT 2.3.3




INVITATION FOR COMPETITIVE BID QUOTES



(Section 2.3.3)




                    ,      





			
	To:	 	Each of the Lenders party to the Agreement

referred to below






			
	Re:	 	Invitation for Competitive Bid Quotes to

WGL Holdings, Inc. (the “Borrower”)





     Pursuant to Section 2.3.3 of the Amended and Restated Credit Agreement dated as of August 3,
2007 among WGL Holdings, Inc., the Lenders parties thereto, Wachovia Bank, National Association, as
Administrative Agent, Bank of Tokyo-Mitsubishi UFJ Trust Company, as Syndication Agent, Citibank,
N.A., SunTrust Bank and Wells Fargo Bank, National Association, as Documentation Agents (as
amended, supplemented or otherwise modified from time to time through the date hereof, the
“Agreement”), we are pleased on behalf of the Borrower to invite you to submit Competitive
Bid Quotes to the Borrower for the following proposed Competitive Bid Loan(s):



Borrowing Date:                     ,      





	 	 	 	 	 	 
	 	Principal Amount	 	Interest Period	 
	 	$
	 	 	 	 
	 	 	 

	 	 	 





     Such Competitive Bid Quotes should offer [a Competitive Bid Margin] [an Absolute Bid Rate].
Your Competitive Bid Quote must comply with Section 2.3.4 of the Agreement and the foregoing.
Capitalized terms used herein have the meanings assigned to them in the Agreement.



     Please respond to this invitation by no later than 9:00 a.m. (New York time) on ___,
___.



	 	 	 	 	 
	 	 	WACHOVIA BANK, NATIONAL ASSOCIATION,

as Administrative Agent


	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Title:	 	 
	 

	 	 	 	 





 









 






EXHIBIT 2.3.4




COMPETITIVE BID QUOTE



(Section 2.3.4)




                    ,      





			
	To:	 	Wachovia Bank, National Association,

as Administrative Agent






			
	Re:	 	Competitive Bid Quote to WGL Holdings, Inc. (the “Borrower”)





     In response to your invitation on behalf of the Borrower dated                     ,      , we hereby make
the following Competitive Bid Quote pursuant to Section 2.3.4 of the Agreement hereinafter referred
to and on the following terms:



     1. Quoting Lender:                     



     2. Person to contact at Quoting Lender:                     



     3. Borrowing Date:                     1



     4. We hereby offer to make Competitive Bid Loan(s) in the following principal amounts, for the
following Interest Periods and at the following rates:



	 	 	 	 	 	 	 	 	 	 	 
	Principal	 	Interest 	 	[Competitive	 	[Absolute	 	Minimum/Maximum
	Amount2	 	Period3	 	Bid Margin4]	Rate5]	Amount 6
	$	 	 	 	 
	 	 	 	 	 	$
	 	 	 	 
	 	 	 	 	 	 





     We understand and agree that the offer(s) set forth above, subject to the satisfaction of the
applicable conditions set forth in the Amended and Restated Credit Agreement dated as of August 3,
2007 among WGL Holdings, Inc., the Lenders parties thereto, Wachovia Bank, National Association, as
Administrative Agent, Bank of Tokyo-Mitsubishi UFJ Trust Company, as Syndication Agent, Citibank,
N.A., SunTrust Bank and Wells Fargo Bank, National





 




			
	1	 	As set forth in the Invitation for
Competitive Bid Quotes.
	 
	2	 	Principal amount bid for each Interest Period
may not exceed the principal amount requested. Bids must be made for at least
$5,000,000 and an integral multiple of $1,000,000.
	 
	3	 	One (1), two (2), three (3) or six (6) months
or at least seven ( 7 ) and up to one hundred and eighty (180) days, as
specified in the related Invitation For Competitive Bid Quotes.
	 
	4	 	Competitive Bid Margin over or under the
Eurodollar Base Rate determined for the applicable Interest Period. Specify
percentage (rounded to the nearest 1/100 of 1%) and specify whether
“PLUS” or “MINUS”.
	 
	5	 	Specify rate of interest per annum (rounded to
the nearest 1/100 of 1%).
	 
	6	 	Specify minimum or maximum amount, if any,
which the Borrower may accept (see Section 2.3.4(ii)(f) and (g)).




 









 










Association, as Documentation Agents (as amended, supplemented or otherwise modified from time
to time through the date hereof, the “Agreement”), irrevocably obligates us to make the
Competitive Bid Loan(s) for which any offer(s) are accepted, in whole or in part. Capitalized
terms used herein and not otherwise defined herein shall have their meanings as defined in the
Agreement.



	 	 	 	 	 
	 	 	Very truly yours,
	 
	 	 	 	 
	 	 	[NAME OF LENDER]
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Title:	 	 
	 

	 	 	 	 





 









 






EXHIBIT 2.6.2




COMMITMENT INCREASE SUPPLEMENT




     THIS
COMMITMENT INCREASE SUPPLEMENT is made and dated as of ______ ___, by and
among [ADDITIONAL COMMITMENT LENDER] (the “Additional Commitment Lender”), WGL HOLDINGS, INC., and
WACHOVIA BANK, NATIONAL ASSOCIATION, as Administrative Agent, to the Amended and Restated Credit
Agreement dated as of August 3, 2007 among Washington Gas Light Company, the Lenders parties
thereto, Wachovia Bank, National Association, as Administrative Agent, Bank of Tokyo-Mitsubishi UFJ
Trust Company, as Syndication Agent, Citibank, N.A., SunTrust Bank and Wells Fargo Bank, National
Association, as Documentation Agents (as amended, supplemented or otherwise modified from time to
time through the date hereof, the “Credit Agreement”). Terms used and not otherwise
defined herein are used herein with the meanings therein ascribed thereto in the Credit Agreement.



     WHEREAS, the Borrower desires to have the Aggregate Commitments increased; and



     WHEREAS, the Additional Commitment Lender is willing to [become an additional Lender][increase
its Commitment];



     NOW, THEREFORE, the parties hereto agree as follows:



     1. Upon the effectiveness of this Commitment Increase Supplement, [the Additional Commitment
Lender shall be a party to the Credit Agreement and shall be entitled to all of the rights, and be
subject to all of the obligations, of a Lender under the Credit Agreement] [the Commitment of the
Additional Commitment Lender shall be increased from $___to $___.][The
initial amount of the Additional Commitment Lender’s Commitment shall be
$___.]1



     2. The Additional Commitment Lender acknowledges, and agrees to comply with, its obligation
under Section 2.6.2 of the Credit Agreement to purchase assignments of Ratable Loans from the other
Lenders on the effective date hereof.



     3. This Commitment Increase Supplement shall become effective upon the execution and delivery
hereof by the Additional Commitment Lender, the Borrower and the Administrative Agent, which
Commitment Increase Supplement is subject to the consent of the Administrative Agent.



     4. This Commitment Increase Supplement may be executed in any number of counterparts and by
the different parties hereto on separate counterparts, each of which when so executed and delivered
shall be an original, but all of which shall together constitute one and the same instrument.



     5. The rights and duties of the parties to this Commitment Increase Supplement shall, pursuant
to New York General Obligations Law Section 5-1401, be governed by the law of the State of New
York.



 









 





     IN WITNESS WHEREOF, the parties hereto have caused this Commitment Increase Supplement to be
executed as of the day and year first written above.



	 	 	 	 	 
	 	[ADDITIONAL COMMITMENT LENDER]

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	WGL HOLDINGS, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	WACHOVIA BANK, NATIONAL ASSOCIATION,

as Administrative Agent

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 




 









 








EXHIBIT 2.9




NOTICE OF PREPAYMENT



[Name and address of Administrative Agent

in accordance with Section 13.1]



Date:



Ladies and Gentlemen:





     Reference is made to the Amended and Restated Credit Agreement dated as of August 3, 2007
among WGL Holdings, Inc., the Lenders parties thereto, Wachovia Bank, National Association, as
Administrative Agent, Bank of Tokyo-Mitsubishi UFJ Trust Company, as Syndication Agent, Citibank,
N.A., SunTrust Bank and Wells Fargo Bank, National Association, as Documentation Agents (as
amended, supplemented or otherwise modified from time to time through the date hereof, the
“Credit Agreement”). The undersigned hereby gives notice pursuant to Section 2.9 of the
Credit Agreement that it will prepay the Ratable Loans specified below on [insert date of
prepayment]:



	 	 	 	 	 
	 	 	Last Day of	 	 
	 	 	Current	 	 
	Type of Loans1	 	Interest Period	 	Amount
	 
	 	 	 	 
	 
	 	 	 	 
	 
	 	 	 	 





     The undersigned represents and warrants that the prepayment requested hereby complies with
the requirements of the Credit Agreement.



	 	 	 	 	 
	 	WGL HOLDINGS, INC.

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 





 




			
	1	 	Specify whether the Loans are Alternate Base
Rate Loans or a Eurodollar Base Rate Loans and, if Eurodollar Base Rate Loans,
the duration of the current Interest Period applicable thereto (e.g.,
“1-mo. Eurodollar”)




 









 










EXHIBIT 2.13-1




RATABLE NOTE




[Date]





     WGL Holdings, Inc., a Virginia and corporation (the “Borrower”), promises to pay to
the order of                                                              (the “Lender”) the aggregate unpaid
principal amount of all Ratable Loans made by the Lender to the Borrower pursuant to Section 2.2 of
the Agreement (as hereinafter defined), in immediately available funds at the place, in the type of
money and funds, and in the manner specified in Section 2.12 of the Agreement. The Borrower shall
pay the principal of and accrued and unpaid interest on the Ratable Loans in full on the day one
year after the date such Ratable Loan was made, unless the Borrower’s Board of Directors, by a
written resolution, has authorized such Ratable Loan to be outstanding for a term in excess of one
year, in which case such Ratable Loan shall mature and become due and payable, and shall be repaid
by the Borrower, in full on the date fixed by such written resolution, but in no event later than
on the Facility Termination Date, or, if the Borrower exercises the Term-Out Option pursuant to
Section 2.8 of the Agreement, the day one year after the Facility Termination Date.



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



     Presentment, demand, protest, notice of dishonor and notice of intent to accelerate are hereby
waived by the undersigned.



     This Ratable Note is one of the Notes issued pursuant to, and is entitled to the benefits of,
the Amended and Restated Credit Agreement dated as of August 3, 2007 among WGL Holdings, Inc., the
Lenders parties thereto, Wachovia Bank, National Association, as Administrative Agent, Bank of
Tokyo-Mitsubishi UFJ Trust Company, as Syndication Agent, Citibank, N.A., SunTrust Bank and Wells
Fargo Bank, National Association, as Documentation Agents (as amended, supplemented or otherwise
modified from time to time through the date hereof, the “Agreement”), to which Agreement
reference is hereby made for a statement of the terms and conditions governing this Ratable Note,
including the terms and conditions under which this Ratable Note may be prepaid or its maturity
date accelerated. Capitalized terms used herein and not otherwise defined herein are used with the
meanings attributed to them in the Agreement.



     This Ratable Note shall, pursuant to New York General Obligations Law Section 5-1401, be
governed by the law of the State of New York.



	 	 	 	 	 
	 	 	WGL HOLDINGS, INC.
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Print Name:	 	 
	 

	 	 	 	 
	 

	 	Title:	 	 
	 

	 	 	 	 





 









 






SCHEDULE OF LOANS AND PAYMENTS OF PRINCIPAL



TO



RATABLE NOTE OF WGL HOLDINGS, INC.,



DATED _________,




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







 









 








EXHIBIT 2.13-2




COMPETITIVE BID NOTE




[Date]




     WGL Holdings, Inc., a Virginia corporation (the “Borrower”), promises to pay to the
order of                                          (the “Lender”) the aggregate unpaid principal
amount of all Competitive Bid Loans made by the Lender to the Borrower pursuant to Section 2.3 of
the Agreement (as hereinafter defined), in immediately available funds at the place, in the type of
money and funds, and in the manner specified in Section 2.12 of the Agreement. The Borrower shall
pay the principal of and accrued and unpaid interest on each Competitive Bid Loan in full on the
last day of the Interest Period applicable thereto.



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



     Presentment, demand, protest, notice of dishonor and notice of intent to accelerate are hereby
waived by the undersigned.



     This Competitive Bid Note is one of the Notes issued pursuant to, and is entitled to the
benefits of, the Amended and Restated Credit Agreement dated as of August 3, 2007 among WGL
Holdings, Inc., the Lenders parties thereto, Wachovia Bank, National Association, as Administrative
Agent, Bank of Tokyo-Mitsubishi UFJ Trust Company, as Syndication Agent, Citibank, N.A., SunTrust
Bank and Wells Fargo Bank, National Association, as Documentation Agents (as amended, supplemented
or otherwise modified from time to time through the date hereof, the “Agreement”), to which
Agreement reference is hereby made for a statement of the terms and conditions governing this
Competitive Bid Note, including the terms and conditions under which this Competitive Bid Note may
be prepaid or its maturity date accelerated. Capitalized terms used herein and not otherwise
defined herein are used with the meanings attributed to them in the Agreement.



     This Competitive Bid Note shall, pursuant to New York General Obligations Law Section 5-1401,
be governed by the law of the State of New York.



	 	 	 	 	 
	 	 	WGL HOLDINGS, INC.
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Print Name:	 	 
	 

	 	 	 	 
	 

	 	Title:	 	 
	 

	 	 	 	 





 









 








SCHEDULE OF LOANS AND PAYMENTS OF PRINCIPAL



TO



COMPETITIVE BID NOTE OF WGL HOLDINGS, INC.,



DATED                     ,




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







 









 








EXHIBIT 4.1(e)




FORM OF OPINION




                    , 2005



The Administrative Agent and the Lenders who are parties to the

Amended and Restated Credit Agreement described below.



Gentlemen/Ladies:




     As Vice President and General Counsel for WGL Holdings, Inc. (the “Borrower”), I have
represented the Borrower in connection with its execution and delivery of an Amended and Restated
Credit Agreement dated as of August 3, 2007 among WGL Holdings, Inc., the Lenders parties thereto,
Wachovia Bank, National Association, as Administrative Agent, Bank of Tokyo-Mitsubishi UFJ Trust
Company, as Syndication Agent, Citibank, N.A., SunTrust Bank and Wells Fargo Bank, National
Association, as Documentation Agents (as amended, supplemented or otherwise modified from time to
time through the date hereof, the “Agreement”). All capitalized terms used in this opinion
and not otherwise defined herein shall have the meanings attributed to them in the Agreement.



     I have examined the Borrower’s Articles of Incorporation, Bylaws, Board Resolutions, and
regulatory authorizations, the Loan Documents and such other matters of fact and law which I deem
necessary in order to render this opinion. Based upon the foregoing, it is my opinion that:



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



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




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




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



 









 






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



     3. The Loan Documents have been duly executed and delivered by the Borrower and constitute
legal, valid and binding obligations of the Borrower enforceable against the Borrower in accordance
with their terms except to the extent the enforcement thereof may be limited by bankruptcy,
insolvency or similar laws affecting the enforcement of creditors’ rights generally and subject
also to the availability of equitable remedies if equitable remedies are sought.



     4. There is no litigation, arbitration, governmental investigation, proceeding or inquiry
pending or, to the best of my knowledge after due inquiry, threatened against the Borrower or any
of its Subsidiaries which, if adversely determined, could reasonably be expected to have a Material
Adverse Effect.



     5. The Borrower has obtained each order, consent, adjudication, approval, license,
authorization and validation from, and has made each filing, recording or registration with (or has
obtained exemption by, or other action in respect of) any governmental or public body or authority,
or any subdivision thereof, which is required to be obtained or made, as the case may be, by the
Borrower in connection with the execution and delivery of the Loan Documents, the borrowings under
the Agreement, the payment and performance by the Borrower of the Obligations, or the legality,
validity, binding effect or enforceability of any of the Loan Documents.



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



                                                                           
     Very truly yours,





 









 








EXHIBIT 4.2




COMPLIANCE CERTIFICATE





			
	To:	 	The Lenders parties

to the Amended and Restated Credit Agreement Described Below





     This Compliance Certificate is furnished pursuant to that certain Amended and Restated Credit
Agreement dated as of August 3, 2007 among WGL Holdings, Inc., the Lenders parties thereto,
Wachovia Bank, National Association, as Administrative Agent, Bank of Tokyo-Mitsubishi UFJ Trust
Company, as Syndication Agent, Citibank, N.A., SunTrust Bank and Wells Fargo Bank, National
Association, as Documentation Agents (as amended, supplemented or otherwise modified from time to
time through the date hereof, the “Agreement”). Unless otherwise defined herein,
capitalized terms used in this Compliance Certificate have the meanings ascribed thereto in the
Agreement.



     THE UNDERSIGNED HEREBY CERTIFIES THAT:



     1. I am the duly elected                      of the Borrower;



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



     3. The examinations described in paragraph 2 did not disclose, and I have no knowledge of,
the existence of any condition or event which constitutes an Event of Default or Unmatured Default
during or at the end of the accounting period covered by the attached financial statements or as of
the date of this Certificate, except as set forth below; and



     4. Schedule I attached hereto sets forth financial data and computations evidencing the
Borrower’s compliance with certain covenants of the Agreement, all of which data and computations
are true, complete and correct.



     **[5. Schedule II attached hereto sets forth the various reports and deliveries which are
required at this time under the Credit Agreement and the other Loan Documents and the status of
compliance.]**



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




	 	 	 


	 
	 	 	 


	 
	 	 	 


	 
	 	 	 







 









 





     The foregoing certifications, together with the computations set forth in Schedule I hereto
and the financial statements delivered with this Certificate in support hereof, are made and
delivered this day of      , .



	 	 	 	 	 
	 

	 	By	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	Title:	 	 







 









 








SCHEDULE I TO COMPLIANCE CERTIFICATE




Compliance as of ___, ___with

Provisions of ___and ___of

the Agreement




 









 





SCHEDULE II TO COMPLIANCE CERTIFICATE




REPORTS AND DELIVERIES CURRENTLY DUE





 









 








EXHIBIT 12.3.1




ASSIGNMENT AGREEMENT




     THIS
ASSIGNMENT AGREEMENT (THIS “ASSIGNMENT AGREEMENT”) BETWEEN ______ (THE
“ASSIGNOR”) AND ______(THE
“ASSIGNEE”) IS DATED AS OF ___, ______. THE PARTIES HERETO
AGREE AS FOLLOWS:



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



     2. ASSIGNMENT AND ASSUMPTION. The Assignor hereby sells and assigns to the Assignee,
and the Assignee hereby purchases and assumes from the Assignor, an interest in and to the
Assignor’s rights and obligations under the Credit Agreement and the other Loan Documents, such
that after giving effect to such assignment the Assignee shall have purchased pursuant to this
Assignment Agreement the percentage interest specified in Item 3 of Schedule 1 of all outstanding
rights and obligations under the Credit Agreement and the other Loan Documents relating to the
facilities listed in Item 3 of Schedule 1. The amount of the Aggregate Commitments (or Loans, if
the applicable Commitment has been terminated) purchased by the Assignee hereunder is set forth 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 Item 5 of Schedule 1 or two
Business Days (or such shorter period agreed to by the Administrative Agent) after this Assignment
Agreement, together with any consents required under the Credit Agreement, are delivered to the
Administrative Agent. In no event will the Effective Date occur if the payments required to be made
by the Assignee to the Assignor on the Effective Date are not made on the proposed Effective Date.



     4. PAYMENT OBLIGATIONS. In consideration for the sale and assignment of Loans
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 from the Administrative Agent all payments of principal, interest and fees with respect to
the interest assigned hereby. The Assignee will promptly remit to the Assignor any interest on
Loans and fees received from the Administrative Agent which relate to the portion of the Commitment
or Loans assigned to the Assignee hereunder for periods prior to the Effective Date and not
previously paid by the Administrative Agent or the Assignee to the Assignor. In the event that
either party hereto receives any payment to which the other party hereto is entitled under this
Assignment Agreement, then the party receiving such amount shall promptly remit it to the other
party hereto.



 









 





     5. RECORDATION FEE. The Assignor and Assignee each agree to pay one-half of the
recordation fee required to be paid to the Administrative Agent in connection with this Assignment
Agreement unless otherwise specified in Item 6 of Schedule 1.



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



     7. REPRESENTATIONS AND UNDERTAKINGS OF THE ASSIGNEE. The Assignee (i) confirms that
it has received a copy of the Credit Agreement, together with copies of the financial statements
requested by the Assignee and such other documents and information as it has deemed appropriate to
make its own credit analysis and decision to enter into this Assignment Agreement, (ii) agrees that
it will, independently and without reliance upon the Administrative Agent, the Assignor or any
other Lender and based on such documents and information at it shall deem appropriate at the time,
continue to make its own credit decisions in taking or not taking action under the Loan Documents,
(iii) appoints and authorizes the Administrative Agent to take such action as agent on its behalf
and to exercise such powers under the Loan Documents as are delegated to the Administrative Agent
by the terms thereof, together with such powers as are reasonably incidental thereto, (iv) confirms
that the execution and delivery of this Assignment Agreement by the Assignee is duly authorized,
(v) agrees that it will perform in accordance with their terms all of the obligations which by the
terms of the Loan Documents are required to be performed by it as a Lender, (vi) agrees that its
payment instructions and notice instructions are as set forth in the attachment to Schedule 1,
(vii) agrees to indemnify and hold the Assignor harmless against all losses, costs and expenses
(including, without limitation, reasonable attorneys’ fees) and liabilities incurred by the
Assignor in connection with or arising in any manner from the Assignee’s non performance of the
obligations assumed under this Assignment Agreement, and (vii) if applicable, attaches the forms
prescribed by the Internal Revenue Service of the United States certifying that the Assignee is
entitled to receive payments under the Loan Documents without deduction or withholding of any
United States federal income taxes.



     8. GOVERNING LAW. Pursuant to Section 5-1401 of the New York General Obligation Law,
this Assignment Agreement shall be governed by, and shall be construed in accordance with, the law
of the State of New York.



 









 





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



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



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



	 	 	 	 	 
	 	 	[NAME OF ASSIGNOR]
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	Title:	 	 
	 
	 	 	 	 
	 	 	[NAME OF ASSIGNEE]
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	Title:	 	 





Consented to by:



WGL HOLDINGS, INC.




	 	 	 	 	 
	By:

	 	 	 	 
	 

	 	 	 	 
	Name:
	 	 	 	 
	Title:
	 	 	 	 
	 
	 	 	 	 
	WACHOVIA BANK, NATIONAL ASSOCIATION,

as Administrative Agent	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 	 	 
	Name:
	 	 	 	 
	Title:
	 	 	 	 






 









 








SCHEDULE 1




to Assignment Agreement





	1. Description and Date of Credit Agreement: Amended and Restated Credit Agreement dated as of
August 3, 2007 among WGL Holdings, Inc., the Lenders parties thereto, Wachovia Bank, National
Association, as Administrative Agent, Bank of Tokyo-Mitsubishi UFJ Trust Company, as
Syndication Agent, Citibank, N.A., SunTrust Bank and Wells Fargo Bank, National Association,
as Documentation Agents (as amended, supplemented or otherwise modified from time to time
through the date hereof, the “Credit
Agreement”)







	2.	 	Date of Assignment Agreement: ___,___
	 
	3.	 	Amounts (As of Date of Item 2 above):





	 	 	 	 	 	 	 	 	 
	 

	 	a.
	 	Assignee’s percentage
of the Assignee’s Loans purchased
under the Assignment
Agreement**
	 	 	 	%
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	b.
	 	Amount of
the Assignee’s Loans
purchased
under the Assignment
Agreement***
	 	$	 	 
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	4.	 	Assignee’s Commitment (or Loans
with respect to terminated Commitments)
purchased hereunder:	 	$	 	 
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	5.	 	Proposed Effective Date:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	6.	 	Assignee Address Information	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	7.	 	Assignor Address Information