Exhibit 10(d)

EXECUTION COPY

---



$100,000,000

CREDIT AGREEMENT

dated as of October 31, 2002
between

PPL INVESTMENT CORPORATION, as the Lender
and
PPL MONTANA, LLC, as the Borrower

---



CREDIT AGREEMENT(this "Agreement")
          dated as of October 31, 2002 between PPL INVESTMENT CORPORATION, a Delaware
          corporation (the "Lender"), and PPL MONTANA, LLC, a Delaware
          limited liability company (the "Borrower").

The Borrower has requested the Lender, and the Lender has agreed,
  to provide a credit facility to the Borrower in an aggregate principal amount
  of up to $100,000,000 for the purpose and on the terms and conditions set out
  in this Agreement.

ARTICLE
  I
  DEFINITIONS

Section
  1.01Definitions. All capitalized terms used in this Agreement which
  are not otherwise defined herein or therein shall have the respective meanings
  set forth below.

"Affiliates" means, with respect to any Person,
  any other Person who is directly or indirectly controlled by or under common
  control with such Person. A Person shall be deemed to control another Person
  if such Person possesses, directly or indirectly, the power to direct or cause
  the direction of the management or policies of the controlled Person, whether
  through the ownership of stock or its equivalent, by contract or otherwise.

"Agreement" means this Credit Agreement, as
  amended, restated, supplemented or modified from time to time.

"Applicable Percentage" means, for purposes
  of calculating (i) the applicable interest rate for any day for any Loans, or
  (ii) the applicable rate for the Commitment Fee for any day for purposes of
  Section 2.06(a), the appropriate applicable percentage set forth below corresponding
  to the then current highest Borrower's Ratings; provided, that, in the
  event a rating differential of more than one level exists, the Borrower's Ratings
  shall be deemed to be one level above the lower of the two ratings:



|            | Borrower's Ratings (S&P/Moody's) | Applicable Percentage for Commitment Fee | Applicable Percentage for Loans
|----------- | -------------------------------- | ---------------------------------------- | -------------------------------
|Category A: | A-/A3 or higher                  | .150%                                    | .750%                          
|Category B  | BBB+/Baa1                        | .175%                                    | .875%                          
|Category C: | BBB/Baa2                         | .200%                                    | 1.125%                         
|Category D: | BBB-/Baa3                        | .275%                                    | 1.500%                         
|Category E: | BB+/Ba1 or lower or unrated      | .325%                                    | 1.750%                         

; provided, further, that if the Borrower elects
  to convert the Loans to a Term Loan pursuant to Section 2.07(b), each percentage
  set forth above under "Applicable Percentage for Loans" shall increase
  by 25 basis points (.25%) from and after the Conversion Date.

"Applicable Utilization Fee" means on any
  day the appropriate applicable percentage set forth below corresponding to (a)
  the percentage of the Revolving Commitment outstanding represented by the aggregate
  Loans outstanding on such day and (b) the then current highest Borrower's Ratings;
  provided, that, in the event a rating differential of more than one level
  exists, the Borrower's Ratings shall be deemed to be one level above the lower
  of the two ratings:



|           | Ratings (S&P/Moody's)       | Usage > 33% of Revolving Commitment
|---------- | --------------------------- | -----------------------------------
|Category A | A-/A3 or higher             | .0875%                             
|Category B | BBB+/Baa1                   | .100%                              
|Category C | BBB/Baa2                    | .1125%                             
|Category D | BBB-/Baa3                   | .1375%                             
|Category E | BB+/Ba1 or lower or unrated | .1875%                             



; provided, further, that if the Borrower elects
  to convert the outstanding Revolving Loans to a Term Loan pursuant to Section
  2.07(b), the Applicable Utilization Fee in effect from time to time will be
  due and payable by the Borrower from and after the Conversion Date without regard
  to the percentage of the Revolving Commitment represented by the aggregate Loans
  outstanding from time to time.

"Asset Sale" shall mean any sale of any assets,
  including by way of the sale by the Borrower or any of its Subsidiaries of equity
  interests in such Subsidiaries.

"Availability Period" means the period from
  and including the Closing Date to but excluding the Revolving Termination Date.

"Bankruptcy Code" means the Bankruptcy Reform
  Act of 1978, as amended, or any successor statute.

"Borrower" is defined in the introductory
  paragraph of this Agreement.

"Borrower's Rating" means the senior unsecured
  long-term debt rating of the Borrower from Moody's or S&P.

"Borrowing" means one or more Loans made by
  the Lender on a single date and having a single Interest Period.

"Business Day" means any day except a Saturday,
  Sunday or other day on which commercial banks in Allentown, Pennsylvania and
  New York, New York are authorized by law to close.

"Capital Lease" means any lease of property
  which, in accordance with GAAP, should be capitalized on the lessee's balance
  sheet.

"Capital Lease Obligations" means, with respect
  to any Person, all obligations of such Person as lessee under Capital Leases,
  in each case taken at the amount thereof accounted for as liabilities in accordance
  with GAAP.

"Change of Control" means (i) the acquisition
  by any Person, or two or more Persons acting in concert, of beneficial ownership
  (within the meaning of Rule 13d-3 of the SEC under the Securities Exchange Act
  of 1934, as amended) of 25% or more of the outstanding Voting Stock of PPL Montana
  Holdings, LLC or its successors or (ii) the failure at any time of PPL Montana
  Holdings, LLC or its successors to own 80% or more of the outstanding shares
  of the Voting Stock in the Borrower.

"Closing Date" means the date hereof.

"Commitment" means the commitment of the Lender
  to make Revolving Loans under Section 2.01 of this Agreement and to convert
  Revolving Loans into a Term Loan pursuant to Section 2.07(b) of this Agreement.

"Commitment Fee" has the meaning set forth
  in Section 2.06(a).

"Consolidated Capitalization" shall mean the
  sum of, without duplication, (A) the Consolidated Debt of the Borrower, and
  (B) the consolidated shareowners' equity (determined in accordance with GAAP)
  of the common, preference and preferred stockholders of the Borrower and minority
  interests recorded on the Borrower's consolidated financial statements (excluding
  therefrom the effect of all unrealized gains and losses reported under Financial
  Accounting Standards Board Statement No. 133 in connection with forward contracts,
  futures contracts or other derivatives or commodity hedging agreements for the
  future delivery of electricity or capacity), except that for purposes of calculating
  Consolidated Capitalization of the Borrower, Consolidated Debt of the Borrower
  shall exclude Non-Recourse Debt and Consolidated Capitalization of the Borrower
  shall exclude that portion of shareholder equity attributable to assets securing
  Non-Recourse Debt.

"Consolidated Cash Interest Expense" means,
  for any period, the amount of Consolidated Interest Expense actually paid in
  cash.

"Consolidated Debt" means the consolidated
  Debt of the Borrower and its Consolidated Subsidiaries (determined in accordance
  with GAAP), except that for purposes of this definition Consolidated Debt of
  the Borrower shall exclude Non-Recourse Debt.

"Consolidated Funds From Operations" means,
  for any period (a) Consolidated Net Income for such period, plus (b) Consolidated
  Interest Expense, plus (c) the amount of each non-cash item added to net income
  in determining Consolidated Operating Cash Flow for such period (including,
  without limitation, any non-cash item of expense, charge, provision or loss,
  but excluding any amounts added in respect of changes in current asset accounts
  and current liability accounts), minus (d) the amount of each non-cash item
  subtracted from net income in determining Consolidated Operating Cash Flow for
  such period (including, without limitation, any non-cash item of revenue, gain
  or income, but excluding any amounts subtracted in respect of changes in current
  asset accounts and current liability accounts).

"Consolidated Interest Expense" means, for
  any period, the gross interest expense (including, without limitation, that
  attributable to Capital Leases Obligations or a Synthetic Lease) of the Borrower
  and its Consolidated Subsidiaries determined on a consolidated basis for such
  period. For purposes of the foregoing, gross interest expense shall be determined
  after giving effect to any net payments made or received by the Borrower with
  respect to Interest Rate Protection Agreements, but without giving effect to
  the write-off of expenses associated with the termination of Interest Rate Protection
  Agreements.

"Consolidated Net Income" means, for any period,
  the net income (or net loss) of the Borrower and its Consolidated Subsidiaries,
  determined on a consolidated basis for such period.

"Consolidated Operating Cash Flow" means,
  for any period, the Borrower's net cash provided (used in) operating activities,
  as determined in accordance with GAAP and reflected in the Borrower's consolidated
  statement of cash flows in the Borrower's consolidated financial statements
  delivered to the Lender pursuant to Section 5.04, and any corresponding measure
  of net cash provided (used in) operating activities as the Borrower may provide
  in any future consolidated financial statements to be delivered to the Lender
  pursuant to Section 5.04.

"Consolidated Subsidiary" means with respect
  to any Person at any date any Subsidiary of such Person or other entity the
  accounts of which would be consolidated with those of such Person in its consolidated
  financial statements if such statements were prepared as of such date in accordance
  with GAAP.

"Conversion Date" means the date selected
  by the Borrower to convert the outstanding Revolving Loans into a Term Loan
  pursuant to Section 2.07(b).

"Corporation" means a corporation, association,
  company, joint stock company, limited liability company, partnership or business
  trust.

"Credit Event" means a Borrowing or the arranging
  for the issuance, renewal or extension of a Letter of Credit.

"Debt" of any Person means, without duplication,
  (i) all obligations of such Person for borrowed money, (ii) all obligations
  of such Person with respect to deposits or advances of any kind, (iii) all obligations
  of such Person evidenced by bonds, debentures, notes or similar instruments,
  (iv) all Guarantees by such Person of Debt of others, (v) all Capital Lease
  Obligations and Synthetic Leases of such Person, (vi) all obligations of such
  Person in respect of Interest Rate Protection Agreements, foreign currency exchange
  agreements or other interest or exchange rate hedging arrangements (the amount
  of any such obligation to be the net amount that would be payable upon the acceleration,
  termination or liquidation thereof) and (vii) all obligations of such Person
  as an account party in respect of letters of credit and bankers' acceptances;
  provided, however, that "Debt" of such Person does not
  include (a) obligations of such Person under any installment sale, conditional
  sale or title retention agreement or any other agreement relating to obligations
  for the deferred purchase price of property or services (b) obligations under
  agreements relating to the purchase and sale of any commodity, including any
  power sale or purchase agreements, any commodity hedge or derivative (regardless
  of whether any such transaction is a "financial" or physical transaction),
  (c) any trade obligations or other obligations of such Person incurred in the
  ordinary course of business or (d) obligations of such Person under any lease
  agreement (including any lease intended as security) that is not a Capital Lease
  or a Synthetic Lease.

"Default" means any condition or event which
  constitutes an Event of Default or which with the giving of notice or lapse
  of time or both would, unless cured or waived, become an Event of Default.

"Dollars" and the sign "$" means
  lawful money of the United States of America.

"Environmental Laws" means any and all federal,
  state and local statutes, laws, regulations, ordinances, rules, judgments, orders,
  decrees, permits, concessions, grants, franchises, licenses or other written
  governmental restrictions relating to the environment or to emissions, discharges
  or releases of pollutants, contaminants, petroleum or petroleum products, chemicals
  or industrial, toxic or Hazardous Substances or wastes into the environment
  including, without limitation, ambient air, surface water, ground water, or
  land, or otherwise relating to the manufacture, processing, distribution, use,
  treatment, storage, disposal, transport or handling of pollutants, contaminants,
  petroleum or petroleum products, chemicals or industrial, toxic or Hazardous
  Substances or wastes.

"Environmental Liabilities" means all liabilities
  (including anticipated compliance costs) in connection with or relating to the
  business, assets, presently or previously owned, leased or operated property,
  activities (including, without limitation, off-site disposal) or operations
  of the Borrower or any of its Subsidiaries, whether vested or unvested, contingent
  or fixed, actual or potential, which arise under or relate to matters covered
  by Environmental Laws.

"ERISA" means the Employee Retirement Income
  Security Act of 1974, as amended, or any successor statute.

"ERISA Group" means the Borrower and all members
  of a controlled group of corporations and all 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 (c) of the Internal
  Revenue Code.

"Event of Default" has the meaning set forth
  in Section 7.01.

"Financial Projections" means (a) any forward
  looking statement (within the meaning of the Securities Act of 1933 and the
  rules and regulations thereunder) and (b) any "prospective financial statement,
  financial forecast or financial projection" (as defined in guidelines published
  by the American Institute of Certified Public Accountants).

"GAAP" means United States generally accepted
  accounting principles applied on a consistent basis.

"Governmental Authority" means any federal,
  state or local government, authority, agency, central bank, quasi-governmental
  authority, court or other body or entity, and any arbitrator with authority
  to bind a party at law.

"Guarantee" of or by any person means any
  obligation, contingent or otherwise, of such person guaranteeing or having the
  economic effect of guaranteeing any Debt of any other person (the "primary
  obligor") in any manner, whether directly or indirectly, and including
  any obligation of such person, direct or indirect, (i) to purchase or pay (or
  advance or supply funds for the purchase or payment of) such Debt or to purchase
  (or to advance or supply funds for the purchase of) any security for payment
  of such Debt, (ii) to purchase or lease property, securities or services for
  the purpose of assuring the owner of such Debt of the payment of such Debt or
  (iii) to maintain working capital, equity capital or any other financial statement
  condition or liquidity of the primary obligor so as to enable the primary obligor
  to pay such Debt; provided, however, that the term Guarantee shall
  not include endorsements for collection or deposit in the ordinary course of
  business.

"Hazardous Substances" means any toxic, caustic
  or otherwise hazardous substance, including petroleum, its derivatives, by-products
  and other hydrocarbons, or any substance having any constituent elements displaying
  any of the foregoing characteristics.

"Indemnitee" has the meaning set forth in
  Section 8.03(b).

"Interest Period" means, unless otherwise
  agreed to by the Borrower and the Lender, a period commencing on the first day
  of each calendar month and ending on the last day of such calendar month; provided,
  that no Interest Period shall end after the Revolving Termination Date or the
  Term Loan Maturity Date, as applicable.

"Interest Rate Protection Agreements" means
  any agreement providing for an interest rate swap, cap or collar, or any other
  financial agreement designed to protect against fluctuations in interest rates.

"Internal Revenue Code" means the Internal
  Revenue Code of 1986, as amended, or any successor statute.

"Issuing Lender" has the meaning set forth
  in Section 3.03.

"Lender" is defined in the introductory paragraph
  of this Agreement.

"Lender Default" means the failure (which
  has not been cured) of the Lender to make available any Loan or Letter of Credit
  which in either case it is obligated to make available under the terms and conditions
  of this Agreement.

"Lender's Credit Facilities" has the meaning
  set forth in Section 3.03.

"Letter of Credit" means any letter of credit
  issued on the Borrower's behalf pursuant to this Agreement.

"Letter of Credit Commitment" means the lesser
  of (i) $100,000,000 and (ii) the aggregate Revolving Commitment.

"Letter of Credit Fee" has the meaning set
  forth in Section 2.06(b).

"Letter of Credit Liabilities" means the sum,
  without duplication, of (i) the aggregate amount that is (or may thereafter
  become) available for drawing under all Letters of Credit outstanding at such
  time plus (ii) the aggregate unpaid amount of all Reimbursement Obligations
  outstanding at such time.

"Letter of Credit Request" has the meaning
  set forth in Section 3.02.

"Lien" means, with respect to any asset, any
  mortgage, lien, pledge, charge, security interest or encumbrance intended to
  confer or having the effect of conferring upon a creditor a preferential interest.

"Loan" means a loan made by the Lender to
  the Borrower pursuant to the terms of this Agreement.

"Loan Documents" means this Agreement and
  the Revolving Notes, collectively.

"London Interbank Offered Rate" means, for
  any Interest Period, the interest rate for deposits in Dollars for a one-month
  period which appears on Telerate Page 3750 (or any successor page) as the London
  interbank offered rate for deposits in Dollars at approximately 11:00 a.m. (London
  time) two Business Days before the first day of such Interest Period; provided,
  however, if more than one rate is specified on Telerate page 3750, the
  applicable rate shall be the arithmetic means of all such rates. If for any
  reason such rate is not available, the term "London Interbank Offered Rate"
  means for any Interest Period, the rate per annum appearing on Reuters Screen
  LIBO Page as the London interbank offered rate for deposits in Dollars at approximately
  11:00 a.m. (London time) two Business Days before the first day of such Interest
  Period for a period of time comparable to such Interest Period; provided,
  however, that if more than one such rate is specified on Reuters Screen
  LIBO Page, the applicable rate shall be the arithmetic mean of all such rates
  (rounded upwards, if necessary, to the nearest 1/100 of 1%). If for any reason
  the London interbank offered rate is not available on either Telerate page 3750
  or Reuters Screen LIBO Page, the term "London Interbank Offered Rate"
  means for any Interest Period, the rate per annum at which deposits in Dollars
  are offered to Wachovia Bank, National Association in the London interbank market
  at approximately 11:00 a.m. (London time) two Business Days before the first
  day of such Interest Period in an amount approximately equal to the principal
  amount of the Loan to which such Interest Period is to apply and for a period
  of time comparable to such Interest Period.

"Margin Stock" means "margin stock"
  as such term is defined in Regulation U.

"Material Adverse Effect" means (i) any material
  adverse effect upon the business, assets, financial condition or operations
  of the Borrower or the Borrower and its Subsidiaries, taken as a whole; (ii)
  a material adverse effect on the ability of the Borrower to perform its obligations
  under the Loan Documents or (iii) a material adverse effect on the validity
  or enforceability of the Loan Documents.

"Material Debt" means Debt (other than the
  Revolving Notes) of the Borrower and/or one or more of its Subsidiaries in a
  principal or face amount exceeding $40,000,000.

"Material Plan" means at any time a Plan or
  Plans having aggregate Unfunded Liabilities in excess of $25,000,000.

"Moody's" means Moody's Investors Service,
  Inc., a Delaware corporation, and its successors or, absent any such successor,
  such nationally recognized statistical rating organization as the Borrower and
  the Lender may select.

"Multiemployer Plan" means at any time an
  employee pension benefit plan within the meaning of Section 4001(a)(3) of ERISA
  to which any member of the ERISA Group is then making or accruing an obligation
  to make contributions or has within the preceding five plan years made contributions.

"Non-Recourse Debt" shall mean Debt that is
  nonrecourse to the Borrower or any Subsidiary.

"Notice of Borrowing" has the meaning set
  forth in Section 2.02.

"Notice of Term Loan Conversion" has the meaning
  set forth in Section 2.07(b).

"Obligations" means:

(i)  all principal of and interest (including,
      without limitation, any interest which accrues after the commencement of
      any case, proceeding or other action relating to the bankruptcy, insolvency
      or reorganization of the Borrower, whether or not allowed or allowable as
      a claim in any such proceeding) on any Loan, fees payable under, or any
      Revolving Note issued pursuant to, this Agreement;

(ii)  all other amounts now or hereafter payable
      by the Borrower and all other obligations or liabilities now existing or
      hereafter arising or incurred (including, without limitation, any amounts
      which accrue after the commencement of any case, proceeding or other action
      relating to the bankruptcy, insolvency or reorganization of the Borrower,
      whether or not allowed or allowable as a claim in any such proceeding) on
      the part of the Borrower pursuant this Agreement or any other Loan Document;
      and

(iii)  all amounts paid by any Indemnitee as
      to which such Indemnitee has the right to reimbursement under Section 8.03
      hereof or under any other similar provision of any other Loan Document;

together in each case with all renewals, modifications, consolidations
  or extensions thereof.

"Other Taxes" has the meaning set forth in
  Section 2.13(b).

"PBGC" means the Pension Benefit Guaranty
  Corporation or any entity succeeding to any or all of its functions under ERISA.

"Permitted Business" with respect to any Person
  means a business that is the same or similar to the business of the Borrower
  or any Subsidiary as of the date hereof, or any business reasonably related
  thereto.

"Person" means an individual, a corporation,
  a partnership, an association, a limited liability company, a trust or an unincorporated
  association or any other entity or organization, including a government or political
  subdivision or an agency or instrumentality thereof.

"Plan" means at any time an employee pension
  benefit plan (including a Multiemployer Plan) which is covered by Title IV of
  ERISA or subject to the minimum funding standards under Section 412 of the Internal
  Revenue Code and either (i) is maintained, or contributed to, by any member
  of the ERISA Group for employees of any member of the ERISA Group or (ii) has
  at any time within the preceding five years been maintained, or contributed
  to, by any Person which was at such time a member of the ERISA Group for employees
  of any Person which was at such time a member of the ERISA Group.

"Quarterly Date" means the last Business Day
  of each March, June, September and December.

"Reimbursement Obligations" means at any time
  all obligations of the Borrower to reimburse the Lender pursuant to Section
  3.04 for amounts paid by the Lender to the Issuing Lenders in respect of drawings
  under Letters of Credit.

"Revolving" means, when used with respect
  to (i) the Lender's Commitment, the Lender's Revolving Commitment, as such Revolving
  Commitment may be reduced from time to time pursuant to Sections 2.07 or 2.08,
  (ii) a Borrowing, a Borrowing made by the Borrower under Section 2.01, as identified
  in the Notice of Borrowing with respect thereto, (iii) a Loan, a Loan made under
  Section 2.01, and (iv) a Revolving Note, a promissory note, substantially in
  the form of Exhibit A hereto, issued at the request of the Lender evidencing
  the obligation of the Borrower to repay outstanding Revolving Loans.

"Revolving Outstandings" means at any time,
  the sum of (i) aggregate principal amount of the outstanding Revolving Loans
  plus (ii) the aggregate amount of outstanding Letter of Credit Liabilities.

"Revolving Termination Date" means December
  31, 2005 (or, if such day is not a Business Day, the next preceding Business
  Day) or such earlier date upon which the Revolving Commitment shall have been
  terminated in its entirety in accordance with this Agreement.

"SEC" means the Securities and Exchange Commission.

"S&P" means Standard & Poor's Ratings
  Group, a division of McGraw Hill, Inc., a New York corporation, and its successors
  or, absent any such successor, such nationally recognized statistical rating
  organization as the Borrower and the Lender may select.

"Special Purpose Subsidiary" means any Wholly-Owned
  Subsidiary (regardless of the form of organization) of the Borrower formed solely
  for the purpose of, and which engages in no other activities except those necessary
  for, effecting financings related to Synthetic Leases.

"Subsidiary" means, any Corporation a majority
  of the outstanding Voting Stock of which is owned, directly or indirectly, by
  the Borrower or one or more other Subsidiaries of the Borrower.

"Synthetic Lease" means any synthetic lease,
  tax retention operating lease, off-balance sheet loan or similar off-balance
  sheet financing product where such transaction is considered borrowed money
  indebtedness for tax purposes but is classified as an operating lease in accordance
  with GAAP.

"Taxes" has the meaning set forth in Section
  2.13(a).

"Term Loan" has the meaning set forth in Section
  2.07(b).

"Term Loan Maturity Date" means the date 364
  days after the Conversion Date.

"Unfunded Liabilities" means, with respect
  to any Plan at any time, the amount (if any) by which (i) the value of all benefit
  liabilities under such Plan, determined on a plan termination basis using the
  assumptions prescribed by the PBGC for purposes of Section 4044 of ERISA, exceeds
  (ii) the fair market value of all Plan assets allocable to such liabilities
  under Title IV of ERISA (excluding any accrued but unpaid contributions), all
  determined as of the then most recent valuation date for such Plan, but only
  to the extent that such excess represents a potential liability of a member
  of the ERISA Group to the PBGC or any other Person under Title IV of ERISA.

"United States" means the United States of
  America, including the States and the District of Columbia, but excluding its
  territories and possessions.

"Voting Stock" means stock (or other interests)
  of a Corporation having ordinary voting power for the election of directors,
  managers or trustees thereof, whether at all times or only so long as no senior
  class of stock has such voting power by reason of any contingency.

"Wholly-Owned Subsidiary" means, with respect
  to any Person at any date, any Subsidiary of such Person all of the Voting Stock
  of which (except directors' qualifying shares) are at the time directly or indirectly
  owned by such Person.

ARTICLE
  II
  THE CREDITS

Section
  2.01  Commitment to Lend. The Lender agrees, on the terms
  and conditions set forth in this Agreement, to make Revolving Loans to the Borrower
  pursuant to this Section 2.01 from time to time during the Availability Period
  in amounts such that the Revolving Outstandings shall not exceed $100,000,000.
  Each Revolving Borrowing shall be in an aggregate principal amount of $100,000
  or any larger multiple of $1,000 (except that any such Borrowing may be in the
  aggregate amount of the unused Revolving Commitments). Within the foregoing
  limits, the Borrower may borrow under this Section 2.01, repay, or, to the extent
  permitted by Section 2.09, prepay, Revolving Loans and reborrow under this Section
  2.01.

Section
  2.02  Notice of Borrowings. The Borrower shall give the
  Lender notice (a "Notice of Borrowing") specifying
  (i) the date of such Borrowing, which shall be a Business Day; and (ii) the
  aggregate amount of such Borrowing.

Section
      2.03  Irrevocability of Notice; Funding of Loans.

(a)  Irrevocability of Notice. Upon
  the Lender's receipt of a Notice of Borrowing, such Notice of Borrowing shall
  not thereafter be revocable by the Borrower.

(b)  Funding of Loans. The Lender shall
  make available each Borrowing, in Federal or other funds immediately available
  in Billings, Montana, to the Borrower at its address referred to in Section
  7.01 not later than 2:00 p.m. (Allentown, Pennsylvania time) on the date of
  each Borrowing.



Section 2.04  Noteless Agreement; Evidence
      of Indebtedness.

(a)  The Lender shall maintain an account or accounts
  evidencing the indebtedness of the Borrower to the Lender resulting from each
  Loan made by the Lender from time to time, including (i) the amount of each
  Loan made hereunder and the Interest Period with respect thereto, (ii) the amount
  of any principal or interest due and payable or to become due and payable from
  the Borrower to the Lender hereunder and (iii) the amount of any sum received
  by the Lender hereunder from the Borrower.

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

(c)  The Lender may request that its Revolving Loans
  be evidenced by a Revolving Note. In such event, the Borrower shall prepare,
  execute and deliver to the Lender a Revolving Note payable to the order of the
  Lender. Thereafter, the Revolving Loans evidenced by such Revolving Note and
  interest thereon shall at all times be represented by one or more Revolving
  Notes payable to the order of the payee named therein (or any assignee), except
  to the extent that either the Lender or an assignee subsequently returns any
  such Revolving Note for cancellation and requests that such Loans once again
  be evidenced as described in paragraph (a) above.

Section
      2.05  Interest Rates.

(a)  Interest Rates. Each Loan shall
  bear interest on the outstanding principal amount thereof, for each day during
  the Interest Period applicable thereto, at a rate per annum equal to the sum
  of the London Interbank Offered Rate for such Interest Period plus the Applicable
  Percentage Loans for such day plus the Applicable Utilization Fee for such day,
  if any. Such interest shall be payable for each Interest Period on the twentieth
  (20th) Business Day of the immediately following Interest Period.
  Any overdue principal of or interest on any Loan shall bear interest, payable
  on demand, for each day until paid at a rate per annum equal to the sum of 2%
  plus the sum of (A) the London Interbank Offered Rate applicable to such Loan
  at the date such payment was due plus (B) the Applicable Percentage for such
  day plus (C) the Applicable Utilization Fee, if any.

(b)  Determination and Notice of Interest Rates.
  The same interest rate shall apply to all outstanding Loans during an Interest
  Period. The Lender shall determine the interest rate applicable to all Loans
  during each Interest Period two Business Days before the first day of such Interest
  Period. The Lender shall give prompt notice to the Borrower of each rate of
  interest so determined, and its determination thereof shall be conclusive in
  the absence of manifest error. Any such notice shall, without the necessity
  of the Lender so stating in such notice, be subject to adjustments in the Applicable
  Percentage applicable to such Loans after the beginning of the Interest Period
  applicable thereto. When during an Interest Period any event occurs that causes
  an adjustment in the Applicable Percentage applicable to Loans to which such
  Interest Period is applicable, the Lender shall give prompt notice to the Borrower
  of such event and the adjusted rate of interest so determined for such Loans,
  and its determination thereof shall be conclusive in the absence of manifest
  error.

Section
      2.06  Fees.

(a)  Commitment Fee. The Borrower shall
  pay to the Lender a fee (the "Commitment Fee") for each day at a rate
  per annum equal to the Applicable Percentage for the Commitment Fee for such
  day. The Commitment Fee shall accrue from and including the Closing Date to
  but excluding the last day of the Availability Period on the amount by which
  the Revolving Commitment exceeds the sum of its Revolving Outstandings on such
  day, and shall be payable on each Quarterly Date and on the Revolving Termination
  Date. Any Commitment Fee paid hereunder shall not be refundable under any circumstances.

(b)  Letter of Credit Fees. The Borrower
  shall pay to the Lender a fee (the "Letter of Credit Fee") for each
  day at a rate per annum equal to the Applicable Percentage for the Letter of
  Credit Fee for such day plus the Applicable Utilization Fee for such day, if
  any. The Letter of Credit Fee shall accrue from and including the Closing Date
  to but excluding the last day of the Availability Period on the aggregate amount
  available for drawing under any Letters of Credit outstanding on such day. In
  addition, the Borrower shall pay to the Lender a fee (the "Fronting Fee")
  in respect of each Letter of Credit arranged for issuance by the Lender computed
  at the rate of .125% per annum on the average amount available for drawing under
  such Letter(s) of Credit. Fronting Fees shall be due and payable quarterly in
  arrears on each Quarterly Date and upon the first day after the Revolving Termination
  Date upon which no Letters of Credit remain outstanding. In addition, the Borrower
  agrees to pay to the Lender, upon each issuance of, payment under, and/or amendment
  of, a Letter of Credit, such amount as shall at the time of such issuance, payment
  or amendment be the administrative charges and expenses which the Lender pays
  to the applicable Issuing Lender in accordance with the Lender's Credit Facilities.

(c)  Payments. Except as otherwise
  provided in this Section 2.06, accrued fees under this Section 2.06 in respect
  of Loans and Letter of Credit Liabilities shall be payable quarterly in arrears
  on each Quarterly Date, on the last day of the Availability Period and, if later,
  on the date the Loans and Letter of Credit Liabilities shall be repaid in their
  entirety. Fees paid hereunder shall not be refundable under any circumstances.

Section 2.07  Adjustments of Commitments.

(a)  Optional Termination or Reductions of
  Commitments. The Borrower may, upon at least three Business Days' notice
  to the Lender, (i) terminate the Revolving Commitment, if there are no Revolving
  Outstandings at such time or (ii) reduce from time to time by an aggregate amount
  of $5,000,000or any larger multiple of $1,000,000, the amount by which
  the Revolving Commitment exceeds the Revolving Outstandings. If the Revolving
  Commitment is terminated in its entirety, all accrued fees shall be payable
  on the effective date of such termination.

(b)  Optional Conversion to Term Loan.
  At any time on or within 10 days of the Revolving Termination Date when Revolving
  Loans are outstanding, at the Borrower's option upon written notice (a "Notice
  of Term Loan Conversion") to the Lender, the Borrower may elect to convert
  the then outstanding aggregate principal amount of Revolving Loans hereunder
  to a term loan (the "Term Loan"). The Notice of Term Loan Conversion
  shall (i) expressly state the date on which such conversion shall occur (such
  date being the "Conversion Date"), which date shall be a Business
  Day occurring on or before the Revolving Termination Date, (ii) be irrevocable
  once given and (iii) constitute a representation and warranty by the Borrower
  that the conditions contained in Section 5.01(b), (c) and (d) have been satisfied
  as of the date of such Notice of Term Loan Conversion and as of the Conversion
  Date, prior to and after giving effect to any such conversion. From and after
  the Conversion Date, (i) the Borrower's option to borrow Revolving Loans hereunder
  shall terminate, (ii) the Revolving Commitment shall be reduced to zero, (iii)
  the outstanding principal balance of all Revolving Loans shall convert to a
  Term Loan which shall be due and payable on the earlier of (a) the Term Loan
  Maturity Date and (b) the date on which all Loans shall become due and payable
  under Article VII and (iv) all references in this Agreement to "Revolving
  Loans" and "Revolving Notes" shall be deemed to be references
  to such Revolving Loans and the related Revolving Notes as so converted into
  a Term Loan, in each case as the context requires.

Section
      2.08  Maturity of Loans; Mandatory Prepayments.

(a)  Scheduled Repayments and Prepayments of
  Loans; Overline Repayments.

(i)  The Revolving Loans shall mature on the
      Revolving Termination Date or the Term Loan Maturity Date, as applicable,
      and any Revolving Loans or Letter of Credit Liabilities then outstanding
      (together with accrued interest thereon and fees in respect thereof) shall
      be due and payable.

(ii)  If on any date the Revolving Outstandings
      exceed the Revolving Commitment, the Borrower shall prepay, and there shall
      become due and payable (together with accrued interest thereon), such date
      an aggregate principal amount of Loans equal to such excess. If the outstanding
      Revolving Loans have been repaid in full or the Revolving Termination Date
      shall have occurred and any Letter of Credit Liabilities remain outstanding,
      the Borrower shall cash collateralize any Letter of Credit Liabilities by
      depositing in a cash collateral account established and maintained (including
      the investments made pursuant thereto) by the Lender pursuant to a cash
      collateral agreement in form and substance satisfactory to the Lender such
      amounts as are necessary so that, after giving effect to the repayment of
      Revolving Loans and the cash collateralization of Letter of Credit Liabilities
      pursuant to this subsection, the aggregate Revolving Outstandings do not
      exceed the aggregate amount of the Revolving Commitments. In determining
      Revolving Outstandings for purposes of this clause (ii), Letter of Credit
      Liabilities shall be reduced to the extent that they are cash collateralized
      as contemplated by this Section 2.08(a)(ii).

Section
  2.09  Optional Prepayments and Repayments.
  The Borrower may prepay any Borrowing, in each case in whole or in part at any
  time, or from time to time.

Section
  2.10  General Provisions as to Payments.
  The Borrower shall make each payment of principal of and interest on the Loans
  and fees hereunder not later than 5:00 p.m. (Allentown, Pennsylvania time) on
  the date when due, without set-off, counterclaim or other deduction, in Federal
  or other funds immediately available in Allentown, Pennsylvania, to the Lender
  at its address referred to in Section 8.01. Whenever any payment of principal
  of or interest on Loans shall be due on a day which is not a Business Day, the
  date for payment thereof shall be extended to the next succeeding Business Day
  unless such Business Day falls in another calendar month, in which case the
  date for payment thereof shall be the next preceding Business Day. If the date
  for any payment of principal is extended by operation of law or otherwise, interest
  thereon shall be payable for such extended time.

Section
  2.11  Funding Losses. If the Borrower makes any payment
  of principal with respect to any Loan pursuant to the terms and provisions of
  this Agreement on any day other than the last day of the Interest Period applicable
  thereto, or the last day of an applicable period fixed pursuant to Section 2.05(b),
  or if the Borrower fails to borrow, convert or prepay any Loan after notice
  has been given in accordance with the provisions of this Agreement, the Borrower
  shall reimburse the Lender within 15 days after demand for any resulting loss
  or expense incurred by it, including, without limitation, any loss incurred
  in obtaining, liquidating or employing deposits from third parties, but excluding
  loss of margin for the period after any such payment or failure to borrow or
  prepay; provided, that the Lender shall have delivered to the Borrower
  a certificate as to the amount of such loss or expense, which certificate shall
  be conclusive in the absence of manifest error.

Section
  2.12  Computation of Interest and Fees. All interest and
  fees shall be computed on the basis of a year of 360 days and paid for the actual
  number of days elapsed (excluding the first day but including the last day).

Section
  2.13  Taxes.

(a)  Payments Net of Certain Taxes.
  Any and all payments by the Borrower to the Lender or under any other Loan Document
  shall be made free and clear of and without deduction for any and all present
  or future taxes, duties, levies, imposts, deductions, charges and withholdings
  and all liabilities with respect thereto, excluding: (i) taxes imposed on or
  measured by the net income of, and gross receipts, franchise or similar taxes
  imposed on, the Lender by the jurisdiction (or subdivision thereof) under the
  laws of which the Lender is organized or in which its principal executive office
  is located, and (ii) any United States withholding tax imposed on such payments
  (all such nonexcluded taxes, duties, levies, imposts, deductions, charges, withholdings
  and liabilities being hereinafter referred to as "Taxes"). If the
  Borrower shall be required by law to deduct any Taxes from or in respect of
  any sum payable hereunder or under any other Loan Document to the Lender, (i)
  the sum payable shall be increased as necessary so that after making all such
  required deductions (including deductions applicable to additional sums payable
  under this Section 2.13(a)) the Lender 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 taxation authority or other authority in accordance with applicable
  law and (iv) the Borrower shall furnish to the Lender, the original or a certified
  copy of a receipt evidencing payment thereof.

(b)  Other Taxes. In addition, the
  Borrower agrees to pay any and all present or future stamp or documentary taxes
  and any other excise or property taxes, or similar charges or levies, which
  arise from any payment made pursuant to any Loan Document or from the execution,
  delivery, registration or enforcement of, or otherwise with respect to, any
  Loan Document (collectively, "Other Taxes").

(c)  Indemnification. The Borrower
  agrees to indemnify the Lender for the full amount of Taxes and Other Taxes
  (including, without limitation, any Taxes or Other Taxes imposed or asserted
  by any jurisdiction on amounts payable under this Section 2.13(c)), whether
  or not correctly or legally asserted, paid by the Lender and any liability (including
  penalties, interest and expenses) arising therefrom or with respect thereto
  as certified in good faith to the Borrower by the Lender seeking indemnification
  pursuant to this Section 2.13(c). This indemnification shall be paid within
  15 days after the Lender makes demand therefor.

(d)  Refunds or Credits. If the Lender
  receives a refund, credit or other reduction from a taxation authority for any
  Taxes or Other Taxes for which it has been indemnified by the Borrower or with
  respect to which the Borrower has paid additional amounts pursuant to this Section
  2.13, it shall within 15 days from the date of such receipt pay over the amount
  of such refund, credit or other reduction to the Borrower (but only to the extent
  of indemnity payments made or additional amounts paid by the Borrower under
  this Section 2.13 with respect to the Taxes or Other Taxes giving rise to such
  refund, credit or other reduction), net of all reasonable out-of-pocket expenses
  of the Lender and without interest (other than interest paid by the relevant
  taxation authority with respect to such refund, credit or other reduction);
  provided, however, that the Borrower agrees to repay, upon the
  request of the Lender, the amount paid over to the Borrower (plus penalties,
  interest or other charges) to the Lender in the event the Lender is required
  to repay such refund or credit to such taxation authority.

ARTICLE
  iii
  Letters of Credit

Section
  3.01  Letters of Credit. The Lender agrees, on the terms
  and conditions set forth in this Agreement, to arrange for the issuance of Letters
  of Credit from time to time before the 5th day prior to the Revolving Termination
  Date for the account, and upon the request, of the Borrower and in support of
  such obligations of the Borrower that are acceptable to the Lender; provided,
  that, immediately after each Letter of Credit is issued, (A) the aggregate amount
  of the Letter of Credit Liabilities shall not exceed the Letter of Credit Commitment
  and (B) the Revolving Outstandings shall not exceed the Revolving Commitment.

Section
  3.02  Method of Issuance of Letters of Credit. The Borrower
  shall give the Lender notice (a "Letter of Credit Request") of the
  requested issuance or extension of a Letter of Credit prior to 5:00 p.m. (Allentown,
  Pennsylvania time) on the Business Day immediately preceding the proposed date
  of the issuance or extension of Letters of Credit (or such shorter period as
  may be agreed by the Lender in any particular instance), specifying the date
  such Letter of Credit is to be issued or extended and describing the terms of
  such Letter of Credit and the nature of the transactions to be supported thereby.
  The extension or renewal of any Letter of Credit shall be deemed to be an issuance
  of such Letter of Credit and shall be subject to the same conditions as the
  original issuance of such Letter of Credit. No Letter of Credit shall have a
  term of more than one year; provided, that no Letter of Credit shall
  have a term extending or be so extendible beyond the fifth Business Day before
  the Revolving Termination Date.

Section
  3.03  Conditions to Issuance of Additional Letters of Credit.
  Any Letters of Credit shall be issued by the lenders (the "Issuing Lenders")
  under Lender's credit facilities (the "Lender's Credit Facilities"),
  and in addition to any terms and conditions set forth in this Agreement, the
  issuance of any such Letters of Credit shall be subject to the terms and conditions
  of the Lender's Credit Facilities. Lender shall have no obligation to arrange
  for the issuance of any Letter of Credit hereunder or to maintain any Letter
  of Credit if it is unable for any reason to obtain such Letter of Credit from
  the Issuing Lenders under the Lender's Credit Facilities or if it is unable
  to maintain any such Letter of Credit in accordance with the Lender's Credit
  Facilities (including if any such facility is terminated). In addition, the
  Lender's obligation to arrange for the issuance by the Issuing Lenders of any
  Letter of Credit shall also be subject to the conditions precedent that (i)
  the Borrower shall have executed and delivered such instruments and agreements
  relating to such Letter of Credit as the Lender and the Issuing Lenders shall
  have reasonably requested and (ii) the Borrower shall have confirmed on the
  date of (and after giving effect to) such issuance that (A) the aggregate amount
  of all Letter of Credit Liabilities will not exceed the Letter of Credit Commitment
  and (B) the aggregate Revolving Outstandings will not exceed the Revolving Commitment.

Section
  3.04  Reimbursement Obligations. The Borrower understands
  that the Lender is obligated under the Lender's Credit Facilities to irrevocably
  and unconditionally reimburse the applicable Issuing Lender for any amounts
  paid by such Issuing Lender upon any drawing under any Letter of Credit, together
  with any and all reasonable charges and expenses which the Issuing Lender may
  pay or incur relative to such drawing and certain interest amounts. The Borrower
  agrees to reimburse the Lender for any such amounts paid by the Lender to the
  applicable Issuing Lender at or before 5:00 p.m. (Allentown, Pennsylvania time)
  on the date the Lender reimburses the Issuing Lender. The Borrower shall also
  indemnify the Lender for any and all damages incurred by the Lender in connection
  with any Letter of Credit. In addition, the Borrower agrees to pay to the Lender
  interest, payable on demand, on any and all amounts not paid by the Borrower
  to the Lender when due under this Section 3.04, for each day from and including
  the date when such amount becomes due to but excluding the date such amount
  is paid in full, whether before or after judgment, at a rate per annum equal
  to the sum of 2% plus the rate applicable to Loans for such day. Each payment
  to be made by the Borrower pursuant to this Section 3.04 shall be made to the
  Lender in Federal or other funds immediately available to it at its address
  referred to Section 8.01.

Section
  3.05  Obligations in Respect of Letters of Credit Unconditional.
  The obligations of the Borrower under Section 3.04 above shall be absolute,
  unconditional and irrevocable, and shall be performed strictly in accordance
  with the terms of this Agreement, under all circumstances whatsoever, including,
  without limitation, the following circumstances:

(a)  any lack of validity or enforceability of this
  Agreement or any Letter of Credit or any document related hereto or thereto;

(b)  any amendment or waiver of or any consent to
  departure from all or any of the provisions of this Agreement or any Letter
  of Credit or any document related hereto or thereto;

(c)  the use which may be made of the Letter of Credit
  by, or any acts or omission of, a beneficiary of a Letter of Credit (or any
  Person for whom the beneficiary may be acting);

(d)  the existence of any claim, set-off, defense
  or other rights that the Borrower may have at any time against a beneficiary
  of a Letter of Credit (or any Person for whom the beneficiary may be acting),
  the Lender, any Issuing Lender or any other Person, whether in connection with
  this Agreement or any Letter of Credit or any document related hereto or thereto
  or any unrelated transaction;

(e)  any statement or any other document presented
  under a Letter of Credit proving to be forged, fraudulent or invalid in any
  respect or any statement therein being untrue or inaccurate in any respect whatsoever;

(f)  payment under a Letter of Credit against presentation
  to the Issuing Lender of a draft or certificate that does not comply with the
  terms of such Letter of Credit; provided, that the relevant Issuing Lender's
  determination that documents presented under such Letter of Credit comply with
  the terms thereof shall not have constituted gross negligence or willful misconduct
  of such Issuing Lender; or

(g)  any other act or omission to act or delay of
  any kind by the Lender or any Issuing Lender or any other Person or any other
  event or circumstance whatsoever that might, but for the provisions of this
  subsection (g), constitute a legal or equitable discharge of the Borrower's
  obligations hereunder.

ARTICLE
  IV
  CONDITIONS TO CREDIT EVENTS

Section
  4.01  Conditions to All Credit Events. The obligation of
  the Lender to make a Loan on the occasion of any Borrowing, and the obligation
  of the Lender to arrange for the issuance of any Letter of Credit, is subject
  to the satisfaction of the following conditions:

(a)  receipt by the Lender of a Notice of Borrowing
  as required by Section 2.02 or a Letter of Credit Request as required by Section
  3.02, as applicable;

(b)  the fact that, immediately before and after
  giving effect to such Borrowing, no Default or Event of Default shall have occurred
  and be continuing;

(c)  the fact that the representations and warranties
  of the Borrower contained in the Loan Documents shall be true and correct on
  and as of the date of such Credit Event;

(d)  since December 31, 2001, there shall have been
  no change in the business, assets, financial condition or operations of the
  Borrower and its Consolidated Subsidiaries, considered as a whole, which materially
  adversely affects the ability of the Borrower to perform any of its obligations
  under the Loan Documents; and

(e)  receipt by the Lender of such other assurances,
  certificates, documents, consents or opinions as the Lender may reasonably request,
  in each case in form and substance satisfactory to the Lender.

Each Credit Event under this Agreement shall be deemed to be
  a representation and warranty by the Borrower on the date of such Credit Event
  as to the facts specified in clauses (b), (c) and (d) of this Section.

ARTICLE
  V
  REPRESENTATIONS AND WARRANTIES

The Borrower represents and warrants that:

Section
  5.01  Status. The Borrower is a limited liability company
  duly organized, validly existing and in good standing under the laws of the
  State of Delaware and has the limited liability company authority to make and
  perform each Loan Document.

Section
  5.02  Authority; No Conflict. The execution, delivery and
  performance by the Borrower of each Loan Document have been duly authorized
  by all necessary limited liability company action and do not violate (i) any
  provision of law or regulation, or any decree, order, writ or judgment, (ii)
  any provision of its limited liability company agreement, or (iii) result in
  the breach of or constitute a default under any indenture or other agreement
  or instrument to which the Borrower is a party.

Section
  5.03  Legality; Etc. Each Loan Document (other than the
  Revolving Notes) constitutes the legal, valid and binding obligation of the
  Borrower, and the Revolving Notes, when executed and delivered in accordance
  with this Agreement, will constitute legal, valid and binding obligations of
  the Borrower, in each case enforceable against the Borrower in accordance with
  their terms except to the extent limited by (a) bankruptcy, insolvency, fraudulent
  conveyance or reorganization laws or by other laws relating to or affecting
  the enforceability of creditors' rights generally and by general equitable principles
  which may limit the right to obtain equitable remedies regardless of whether
  enforcement is considered in a proceeding of law or equity or (b) any applicable
  public policy on enforceability of provisions relating to contribution and indemnification.

Section
  5.04  Financial Condition.

(a)  Audited Financial Statements.
  The consolidated balance sheet of the Borrower and its Consolidated Subsidiaries
  as of December 31, 2001 and the related consolidated statements of income and
  cash flows for the fiscal year then ended, reported on by an independent certified
  public accounting firm reasonably acceptable to Lender, copies of which have
  been delivered to the Lender, fairly present, in conformity with GAAP, the consolidated
  financial position of the Borrower as of such date and its consolidated results
  of operations and cash flows for such fiscal year.

(b)  Interim Financial Statements.
  The unaudited consolidated balance sheet of the Borrower and its Consolidated
  Subsidiaries as of September 30, 2002 and the related unaudited consolidated
  statements of income and cash flows for the three months then ended fairly present,
  in conformity with GAAP applied on a basis consistent with the financial statements
  referred to in subsection (a) of this Section, the consolidated financial position
  of the Borrower as of such date and its consolidated results of operations and
  cash flows for such three-month period (subject to normal year-end audit adjustments).

(c)  Material Adverse Change. Since
  December 31, 2001 there has been no change in the business, assets, financial
  condition or operations of the Borrower and its Consolidated Subsidiaries, considered
  as a whole, that would materially and adversely affect the Borrower's ability
  to perform any of its obligations under the Loan Documents.

Section
  5.05  Rights to Properties. The Borrower and its Subsidiaries
  have good and valid fee, leasehold, easement or other right, title or interest
  in or to all the properties necessary to the conduct of their business as conducted
  on the date hereof and as presently proposed to be conducted, except to the
  extent the failure to have such rights or interests would not have a Material
  Adverse Effect.

Section
  5.06  Litigation. Except as disclosed in or contemplated
  by the Borrower's Form 10-K Report to the SEC for the year ended December 31,
  2001 or in any subsequent Form 10-Q or 8-K Report or otherwise furnished in
  writing to the Lender, no litigation, arbitration or administrative proceeding
  against the Borrower is pending or, to the Borrower's knowledge, threatened,
  which, if adversely determined, would materially and adversely affect the ability
  of the Borrower to perform any of its obligations under the Loan Documents.
  There is no litigation, arbitration or administrative proceeding pending or,
  to the knowledge of the Borrower, threatened which questions the validity of
  the Loan Documents.

Section
  5.07  No Violation. No part of the proceeds of the borrowings
  by hereunder will be used, directly or indirectly by the Borrower for the purpose
  of purchasing or carrying any "margin stock" within the meaning of
  Regulation U of the Board of Governors of the Federal Reserve System, or for
  any other purpose which violates, or which conflicts with, the provisions of
  Regulation U or X of said Board of Governors. The Borrower is not engaged principally,
  or as one of its important activities, in the business of extending credit for
  the purpose of purchasing or carrying any such "margin stock".

Section
  5.08  ERISA. Each member of the ERISA Group has fulfilled
  its obligations under the minimum funding standards of ERISA and the Internal
  Revenue Code with respect to each Material Plan and is in compliance in all
  material respects with the presently applicable provisions of ERISA and the
  Internal Revenue Code with respect to each Material Plan. No member of the ERISA
  Group has (i) sought a waiver of the minimum funding standard under Section
  412 of the Internal Revenue Code in respect of any Material Plan, (ii) failed
  to make any contribution or payment to any Material Plan, or made any amendment
  to any Material Plan, which has resulted or could result in the imposition of
  a lien or the posting of a bond or other security under ERISA or the Internal
  Revenue Code or (iii) incurred any material liability under Title IV of ERISA
  other than a liability to the PBGC for premiums under Section 4007 of ERISA.

Section
  5.09  Governmental Approvals. No authorization, consent
  or approval from any Governmental Authority is required for the execution, delivery
  and performance by the Borrower of the Loan Documents, except such authorizations,
  consents and approvals as have been obtained prior to the Closing Date and are
  in full force and effect.

Section
  5.10  Investment Company Act. The Borrower is not an "investment
  company" within the meaning of the Investment Company Act of 1940, as amended.

Section
  5.11  Public Utility Holding Company Act. The Borrower is
  not a "holding company" within the meaning of the Public Utility Holding
  Company Act of 1935, as amended.

Section
  5.12  Tax Returns and Payments. The Borrower and each of
  its Subsidiaries has filed or caused to be filed all Federal, state, local and
  foreign income tax returns required to have been filed by it and has paid or
  caused to be paid all income taxes shown to be due on such returns except income
  taxes that are being contested in good faith by appropriate proceedings and
  for which the Borrower or its Subsidiaries, as the case may be, shall have set
  aside on its books appropriate reserves with respect thereto in accordance with
  GAAP or that would not reasonably be expected to have a Material Adverse Effect.

Section
  5.13  Compliance with Laws. To the knowledge of the Borrower
  or any of its Subsidiaries, the Borrower and each of its Subsidiaries is in
  compliance with all applicable laws, regulations and orders of any Governmental
  Authority, domestic or foreign, in respect of the conduct of its business and
  the ownership of its property (including, without limitation, compliance with
  all applicable ERISA and Environmental Laws and the requirements of any permits
  issued under such Environmental Laws), except to the extent (a) such compliance
  is being contested in good faith by appropriate proceedings or (b) non-compliance
  would not reasonably be expected to materially and adversely affect its ability
  to perform any of its obligations under the Loan Documents.

Section
  5.14  No Default. No Default or Event of Default has occurred
  and is continuing.

Section
  5.15  Environmental Matters.

(a)  Except (i) as disclosed in or contemplated by
  the Borrower's Form 10-K Report to the SEC for the year ended December 31, 2001
  or in any subsequent Form 10-Q or 8-K Report or otherwise furnished to the Lender
  in writing, or (ii) to the extent that the liabilities of the Borrower and its
  Subsidiaries, taken as a whole, that relate to or could result from the matters
  referred to in clauses (a) through (c), inclusive, would not reasonably be expected
  to result in a Material Adverse Effect, to the Borrower's or any of its Subsidiaries'
  knowledge:

(i)  no notice, notification, citation, summons,
      complaint or order has been issued, no complaint has been filed, no penalty
      has been assessed nor is any investigation or review pending or threatened
      by any governmental or other entity with respect to any (A) alleged violation
      by the Borrower or any of its Subsidiaries of any Environmental Law, (B)
      alleged failure by the Borrower or any of its Subsidiaries to have any environmental
      permit, certificate, license, approval, registration or authorization required
      in connection with the conduct of its business or (C) generation, storage,
      treatment, disposal, transportation or release of Hazardous Substances;

(ii)  no Hazardous Substance has been released
      (and no written notification of such release has been filed) (whether or
      not in a reportable or threshold planning quantity) at, on or under any
      property now or previously owned, leased or operated by the Borrower or
      any of its Subsidiaries; and

(iii)  no property now or previously owned, leased
      or operated by the Borrower or any of its Subsidiaries or any property to
      which the Borrower or any of its Subsidiaries has, directly or indirectly,
      transported or arranged for the transportation of any Hazardous Substances,
      is listed or, to the Borrower's or any of its Subsidiaries' knowledge, proposed
      for listing, on the National Priorities List promulgated pursuant to the
      Comprehensive Environmental Response, Compensation and Liability Act of
      1980, as amended ("CERCLA"), on CERCLIS (as defined in CERCLA)
      or on any similar federal, state or foreign list of sites requiring investigation
      or clean-up.

(b)  To the Borrower's or any of its Subsidiaries'
  knowledge, there are no Environmental Liabilities that have resulted or could
  reasonably be expected to result in a Material Adverse Effect.

ARTICLE
  VI
  COVENANTS



The Borrower agrees that so long as the Lender has any Commitment
  hereunder or any amount payable hereunder or under any Revolving Note remains
  unpaid:



Section
  6.01  Information. The Borrower will deliver or cause to
  be delivered to the Lender:

(a)  Annual Financial Statements. Within
  120 days after the end of each fiscal year of the Borrower, a consolidated balance
  sheet of the Borrower and its Consolidated Subsidiaries as of the end of such
  fiscal year and the related consolidated statements of income and cash flows
  for such fiscal year and accompanied by an opinion thereon by independent public
  accountants of recognized national standing, which opinion shall state that
  such consolidated financial statements present fairly the consolidated financial
  position of the Borrower and its Consolidated Subsidiaries as of the date of
  such financial statements and the results of their operations for the period
  covered by such financial statements in conformity with GAAP applied on a consistent
  basis.

(b)  Quarterly Financial Statements.
  Within 60 days after the end of each of the first three quarters of each fiscal
  year of the Borrower, a consolidated balance sheet of the Borrower and its Consolidated
  Subsidiaries as of the end of such quarter and the related consolidated statements
  of income and cash flows for such fiscal quarter, all certified (subject to
  normal year-end audit adjustments) as to fairness of presentation, GAAP and
  consistency by any vice president, the treasurer or the controller of the Borrower.



(c)  Officer's Certificate. Simultaneously
  with the delivery of each set of financial statements referred to in subsections
  (a) and (b) above, a certificate of the chief accounting officer of the Borrower,
  (i) setting forth in reasonable detail the calculations required to establish
  compliance with the requirements of Sections 6.12 and 6.13 on the date of such
  financial statements and (ii) stating whether there exists on the date of such
  certificate any Default or Event of Default and, if any Default or Event of
  Default then exists, setting forth the details thereof and the action which
  the Borrower is taking or proposes to take with respect thereto.



(d)  Default. Forthwith upon acquiring
  knowledge of the occurrence of any Default or Event of Default, a certificate
  of any vice president, the treasurer or the controller of the Borrower setting
  forth the details thereof and the action which the Borrower is taking or proposes
  to take with respect thereto.



(e)  Change in Borrower's Ratings.
  Upon the president, any vice president, the treasurer, assistant treasurer or
  controller of the Borrower obtaining knowledge of any change in Borrower's Rating,
  a notice of such Borrower's Rating after giving effect to such change.

(f)  Securities Laws Filing. Within
  120 days after the end of each fiscal year, a copy of any Form 10-K Report to
  the SEC and within 60 days after the end of each of the first three quarters
  in each fiscal year, a copy of any Form 10-Q Report to the SEC, and promptly
  upon the filing thereof, any other filings with the SEC.



(g)  ERISA Matters. If and when any
  member of the ERISA Group: (i) gives or is required to give notice to the PBGC
  of any "reportable event" (as defined in Section 4043 of ERISA) with
  respect to any Material Plan which might constitute grounds for a termination
  of such Plan under Title IV of ERISA, or knows that the plan administrator of
  any Material Plan has given or is required to give notice of any such reportable
  event, a copy of the notice of such reportable event given or required to be
  given to the PBGC; (ii) receives, with respect to any Material Plan that is
  a Multiemployer Plan, notice of any complete or partial withdrawal liability
  under Title IV of ERISA, or notice that any Multiemployer Plan is in reorganization,
  is insolvent or has been terminated, a copy of such notice; (iii) receives notice
  from the PBGC under Title IV of ERISA of an intent to terminate, impose material
  liability (other than for premiums under Section 4007 of ERISA) in respect of,
  or appoint a trustee to administer any Material Plan, a copy of such notice;
  (iv) applies for a waiver of the minimum funding standard under Section 412
  of the Internal Revenue Code with respect to a Material Plan, a copy of such
  application; (v) gives notice of intent to terminate any Plan under Section
  4041(c) of ERISA, a copy of such notice and other information filed with the
  PBGC; (vi) gives notice of withdrawal from any Plan pursuant to Section 4063
  of ERISA; or (vii) fails to make any payment or contribution to any Plan or
  makes any amendment to any Plan which has resulted or could result in the imposition
  of a lien or the posting of a bond or other security, a copy of such notice,
  a certificate of the chief accounting officer of the Borrower setting forth
  details as to such occurrence and action, if any, which the Borrower or applicable
  member of the ERISA Group is required or proposes to take.



(h)  Other Information. From time to
  time such additional financial or other information regarding the financial
  condition, results of operations, properties, assets or business of the Borrower
  or of any of its Subsidiaries as the Lender may reasonably request.



Section 6.02  Maintenance of Property;
      Insurance.



(a)  Maintenance of Properties. The
  Borrower will keep, and will cause each of its Subsidiaries to keep, all property
  useful and necessary in their respective businesses in good working order and
  condition, subject to ordinary wear and tear, unless the Borrower determines
  in good faith that the continued maintenance of any of such properties is no
  longer economically desirable and so long as the failure to so maintain such
  properties would not reasonably be expected to have a Material Adverse Effect.



(b)  Insurance. The Borrower will maintain,
  or cause to be maintained, insurance with financially sound (determined in the
  reasonable judgment of the Borrower) and responsible companies in such amounts
  (and with such risk retentions) and against such risks as is usually carried
  by owners of similar businesses and properties in the same general areas in
  which the Borrower and its Subsidiaries operate.



Section
  6.03  Conduct of Business and Maintenance of Existence.
  The Borrower will (i) continue, and will cause each of its Subsidiaries to continue,
  to engage only in businesses of the same general type as now conducted by the
  Borrower and its Subsidiaries and businesses related thereto or arising out
  of such businesses, except to the extent that the failure to maintain any existing
  business would not have a Material Adverse Effect and (ii) except as otherwise
  permitted in Section 6.08, preserve, renew and keep in full force and effect,
  and will cause each of its Subsidiaries to preserve, renew and keep in full
  force and effect, their respective limited liability company (or other entity)
  existence and their respective rights, privileges and franchises necessary or
  material to the normal conduct of business, except, in each case, where the
  failure to do so could not reasonably be expected to have a Material Adverse
  Effect.

Section
  6.04  Compliance with Laws, Etc. The Borrower will comply,
  and will cause each of its Subsidiaries to comply, with all applicable laws,
  regulations and orders of any Governmental Authority, domestic or foreign, in
  respect of the conduct of its business and the ownership of its property (including,
  without limitation, compliance with all applicable ERISA and Environmental Laws
  and the requirements of any permits issued under such Environmental Laws), except
  to the extent (a) such compliance is being contested in good faith by appropriate
  proceedings or (b) non-compliance could not reasonably be expected to have a
  Material Adverse Effect.

Section
  6.05  Books and Records. The Borrower (i) will keep, and
  will cause each of its Subsidiaries to keep, proper books of record and account
  in conformity with GAAP and (ii) will permit representatives of the Lender to
  visit and inspect any of their respective properties, to examine and make copies
  from any of their respective books and records and to discuss their respective
  affairs, finances and accounts with their officers, any employees and independent
  public accountants, all at such reasonable times and as often as may reasonably
  be desired; provided, that, the rights created in this Section 5.05 to
  "visit", "inspect", "discuss" and copy shall not
  extend to any matters which the Borrower deems, in good faith, to be confidential,
  unless the Lender agrees in writing to keep such matters confidential.

Section
  6.06  Use of Proceeds. The proceeds of the Loans made under
  this Agreement will be used by the Borrower for general corporate purposes.
  No such use of the proceeds for general corporate purposes will be, directly
  or indirectly, for the purpose, whether immediate, incidental or ultimate, of
  buying or carrying any Margin Stock within the meaning of Regulation U.

Section
  6.07  Restriction on Liens. The Borrower will not, nor
  will it permit any of its Subsidiaries to, create, incur, assume or suffer to
  exist any Lien upon or with respect to any property or assets of any kind (real
  or personal, tangible or intangible) of the Borrower or any such Subsidiary
  (including, without limitation, their Voting Stock), except:

(a)  Liens for taxes, assessments or governmental
  charges or levies not yet due or which are being contested in good faith and
  by appropriate proceedings and for which adequate reserves in accordance with
  GAAP shall have been set aside on its books;

(b)  Liens imposed by law, such as carriers', landlords',
  warehousemen's and mechanics' liens and other similar liens arising in the ordinary
  course of business which secure payment of obligations not more than 45 days
  past due or which are being contested in good faith by appropriate proceedings
  and for which adequate reserves in accordance with GAAP shall have been set
  aside on its books;

(c)  Liens arising out of pledges or deposits under
  worker's compensation laws, unemployment insurance, old age pensions, or other
  social security or retirement benefits, or similar legislation;

(d)  easements (including, without limitation, reciprocal
  easement agreements and utility agreements), rights-of-way, covenants, consents,
  reservations, encroachments, variances and other restrictions, charges or encumbrances
  (whether or not recorded) affecting the use of real property;

(e)  judgment Liens arising from judgments which
  secure payment of legal obligations that would not constitute a Default under
  Section 7.01;

(f)  any vendor's Liens, purchase money Liens or
  any other Lien on any property or asset acquired by the Borrower or any of its
  Subsidiaries after the date hereof existing on any such property or asset at
  the time of acquisition thereof (and not created in anticipation thereof); provided,
  that, in any such case no such Lien shall extend to or cover any other asset
  of the Borrower or such Subsidiaries, as the case may be;

(g)  Liens, deposits and/or similar arrangements
  to secure the performance of bids, tenders or contracts (other than contracts
  for borrowed money), public or statutory obligations, surety and appeal bonds,
  performance bonds and other obligations of a like nature incurred in the ordinary
  course of business by the Borrower or any of its Subsidiaries, including Liens
  to secure obligations under agreements relating to the purchase and sale of
  any commodity (including power purchase and sale agreements, any commodity hedge
  or derivative regardless of whether any such transaction is a "financial"
  or "physical transaction");

(h)  Liens on assets of the Borrower and its Subsidiaries
  arising out of obligations or duties to any municipality or public authority
  with respect to any franchise, grant, license, permit or certificate.

(i)  rights reserved to or vested in any municipality
  or public authority to control or regulate any asset of the Borrower or any
  of its Subsidiaries or to use such asset in a manner which does not materially
  impair the use of such asset for the purposes for which it is held by the Borrower
  or any of its Subsidiaries;

(j)  irregularities in or deficiencies of title to
  any asset which do not materially adversely affect the use of such property
  by the Borrower or any of its Subsidiaries in the normal course of its business;

(k)  any Lien on any property or asset of any corporation
  or other entity existing at the time such corporation or entity is acquired,
  merged or consolidated or amalgamated with or into the Borrower or any of its
  Subsidiaries and not created in contemplation of such event;

(l)  any Lien on any asset securing Debt incurred
  or assumed for the purpose of financing all or any part of the cost of acquiring,
  constructing or improving such asset; provided, that any such Lien attaches
  to such asset, solely to extent of the value of the obligation secured by such
  Lien, concurrently with or within 180 days after the acquisition, construction
  or improvement thereof:

(m)  any Liens in connection with the issuance of
  tax-exempt industrial development or pollution control bonds or other similar
  bonds issued pursuant to Section 103(b) of the Internal Revenue Code of 1986,
  as amended, to finance all or any part of the purchase price of or the cost
  of constructing, equipping or improving property;

(n)  rights of lessees arising under leases entered
  into by the Borrower or any of its Subsidiaries as lessor, in the ordinary course
  of business;

(o)  any Liens on or reservations with respect to
  governmental and other licenses, permits, franchises, consents and allowances;
  any Liens on patents, patent licenses and other patent rights, patent applications,
  trade names, trademarks, copyrights, claims, credits, choses in action and other
  intangible property and general intangibles including, but not limited to, computer
  software;

(p)  any Liens on automobiles, buses, trucks and
  other similar vehicles and movable equipment; marine equipment; airplanes, helicopters
  and other flight equipment; and parts, accessories and supplies used in connection
  with any of the foregoing;

(q)  any Liens on furniture and furnishings; and
  computers and data processing, data storage, data transmission, telecommunications
  and other facilities, equipment and apparatus, which, in any case, are used
  primarily for administrative or clerical purposes;

(r)  Liens securing letters of credit entered into
  in the ordinary course of business;

(s)  Liens in addition to those permitted by clauses
  (a) through (s) on the property or assets of a Special Purpose Subsidiary arising
  in connection with the lease of such property or assets through one or more
  other Synthetic Lease financings;

(t)  Liens by any Subsidiary of the Borrower for
  the benefit of the Borrower or any other Subsidiary;

(u)  Liens on property which is the subject of a
  Capital Lease Obligation designating the Borrower or any of its Subsidiaries
  as lessee and all right, title and interest of the Borrower or any of its Subsidiaries
  in and to such property and in, to and under such lease agreement, whether or
  not such lease agreement is intended as a security; provided, that the
  aggregate fair market value of the obligations subject to such Liens shall not
  at any time exceed $500,000,000;

(v)  Liens on property which is the subject of one
  or more leases designating the Borrower or any of its Subsidiaries as lessee
  and all right, title and interest of the Borrower or any of its Subsidiaries
  in and to such property and in, to and under any such lease agreement, whether
  or not any such lease agreement is intended as a security;

(w)  Liens arising out of the refinancing, extension,
  renewal or refunding of any Debt or other obligation secured by any Lien permitted
  by clauses (a) through (w) of this Section; provided, that such Debt
  or other obligation is not increased and is not secured by any additional assets;
  and

(x)  other Liens on assets or property of the Borrower
  or any of its Subsidiaries, other than Liens on the Voting Stock of the Borrower
  in its Subsidiaries, so long as the aggregate value of the obligations secured
  by such Liens does not exceed the greater of $250,000,000 or 15% of the total
  consolidated assets of the Borrower and its Consolidated Subsidiaries as of
  the most recent fiscal quarter of the Borrower for which financial statements
  are available.

Section
  6.08  Merger or Consolidation. The Borrower will not merge
  with or into or consolidate with or into any other corporation or entity, unless
  (i) immediately after giving effect thereto, no event shall occur and be continuing
  which constitutes a Default or Event Default, (ii) the surviving or resulting
  person, as the case may be, assumes and agrees in writing to pay and perform
  all of the obligations of the Borrower under this Agreement, (iii) substantially
  all of the consolidated assets and consolidated revenues of the surviving or
  resulting person, as the case may be, are anticipated to come from the utility
  or energy businesses and (iv) the surviving or resulting person, as the case
  may be, has senior long-term debt ratings from Moody's and S&P as available
  (or if the ratings of Moody's and S&P are not available, of such other rating
  agency as shall be acceptable to the Lender) at least equal to each Borrower's
  Rating at the end of the fiscal quarter immediately preceding the effective
  date of such consolidation or merger. No Subsidiary will merge or consolidate
  with any other Person if such Subsidiary is not the surviving or resulting Person,
  unless such other Person is (a) the Borrower or a successor of the Borrower
  permitted hereunder or (b) any other Person which is a Wholly-Owned Subsidiary
  of the Borrower or a successor of the Borrower permitted hereunder.

Section
  6.09  Asset Sales. Except for the sale of assets required
  to be sold to conform with governmental requirements, the Borrower shall not,
  and shall not permit any of its Subsidiaries to, consummate any Asset Sale,
  if the aggregate net book value of all such Asset Sales consummated during the
  four calendar quarters immediately preceding any date of determination would
  exceed 25% of the total assets of the Borrower and its Consolidated Subsidiaries
  as of the beginning of the Borrower's most recently ended full fiscal quarter;
  provided, however, that any such Asset Sale will be disregarded
  for purposes of the 25% limitation specified above: (a) if any such Asset Sale
  is in the ordinary course of business of the Borrower and its Subsidiaries;
  (b) if the assets subject to any such Asset Sale are worn out or are no longer
  useful or necessary in connection with the operation of the businesses of the
  Borrower or its Subsidiaries; (c) if the assets subject to any such Asset
  Sale are being transferred to a Wholly-Owned Subsidiary of the Borrower; (d)
  if the proceeds from any such Asset Sale (i) are, within 12 months of such Asset
  Sale, invested or reinvested by the Borrower or any Subsidiary in a Permitted
  Business, (ii) are used by the Borrower or a Subsidiary to repay Debt of the
  Borrower or such Subsidiary, or (iii) are retained by the Borrower or its Subsidiaries;
  or (e) if, prior to any such Asset Sale, Moody's and S&P confirm the then
  current Borrower Ratings after giving effect to any such Asset Sale.

Section
  6.10  Transactions with Affiliates. Neither the Borrower
  nor any of its Subsidiaries will enter into or permit to exist any arrangement
  or contract with any of their respective Affiliates unless such arrangement
  or contract (i) has been approved by a Governmental Authority or (ii) is fair
  and equitable to the Borrower or its Subsidiaries, as the case may be, and is
  an arrangement or contract of the kind which would be entered into by a prudent
  Person in the position of the Borrower or its Subsidiaries, as the case may
  be, with a Person which is not one of its Affiliates. In making any determination
  as to fairness, equity and prudence, effect shall be given to orders, rules
  or regulations or any administrative agency, regulatory authority or other governmental
  body having jurisdiction over the Borrower or its Subsidiaries.

Section
  6.11  Restrictive Agreements.The Borrower will not permit
  any of its Subsidiaries to enter into or assume any agreement prohibiting or
  otherwise restricting the ability of any Subsidiary to pay dividends or other
  distributions on its respective equity and equity equivalents to the Borrower
  or any of its Subsidiaries.

Section
  6.12  Consolidated Debt to Consolidated Capitalization Ratio.
  The ratio of Consolidated Debt of the Borrower to Consolidated Capitalization
  of the Borrower shall not exceed 65% at any time.

Section
  6.13  Cash Interest Coverage Ratio. The Borrower's ratio
  of Consolidated Funds From Operations to Consolidated Cash Interest Expense
  shall not be less than 2.0 to 1.0 for the four most recently ended consecutive
  fiscal quarters of the Borrower (taken as a single accounting period).



Section 6.14  Indebtedness. The Borrower
  will not permit any of its Subsidiaries to incur, create, assume or permit to
  exist any Debt of such Subsidiaries except:

(a)  Debt owing to the Borrower or another Subsidiary;

(b)  Non-Recourse Debt; and

(c)  other Debt, the aggregate principal amount of
  which does not exceed $500,000,000 at any time.



ARTICLE VII
  DEFAULTS



Section
  7.01  Events of Default. If one or more of the following
  events (each an "Event of Default") shall have occurred and be continuing:



(a)  the Borrower shall fail to pay when due any
  principal of the Loans or any Reimbursement Obligations; or

(b)  the Borrower shall fail to pay when due any
  interest on the Loans and Reimbursement Obligations, any fee or any other amount
  payable under any Loan Document for 5 days following the date such payment becomes
  due hereunder; or

(c)  the Borrower shall fail to observe or perform
  any covenant or agreement contained in Section 6.01(a), (b) or (c), clause (ii)
  of Sections 6.05, and Sections 6.06, 6.08, 6.09, 6.12, 6.13 and 6.14; or

(d)  the Borrower shall fail to observe or perform
  any covenant or agreement contained in Section 6.01(d) for 10 days after any
  such failure; or

(e)  the Borrower shall fail to observe or perform
  any covenant or agreement contained in any Loan Document (other than those covered
  by clauses (a), (b), (c) or (d) above) for 30 days after written notice thereof
  has been given to the defaulting party by the Lender; or

(f)  any representation, warranty or certification
  made by the Borrower in any Loan Document or in any certificate, financial statement
  or other document delivered pursuant hereto or thereto shall prove to have been
  incorrect in any material respect when made or deemed made; or

(g)  the Borrower or any Subsidiary shall (i) fail
  to pay any principal or interest, regardless of amount, due in respect of any
  Material Debt beyond any period of grace provided with respect thereto, or (ii)
  fail to observe or perform any other term, covenant, condition or agreement
  contained in any agreement or instrument evidencing or governing any such Material
  Debt beyond any period of grace provided with respect thereto if the effect
  of any failure referred to in this clause (ii) is to cause, or to permit the
  holder or holders of such Debt or a trustee on its or their behalf to cause,
  such Debt to become due prior to its stated maturity; or

(h)  the Borrower or any Subsidiary of the Borrower
  shall commence a voluntary case or other proceeding seeking liquidation, reorganization
  or other relief with respect to itself or its debts under any bankruptcy, insolvency
  or other similar law now or hereafter in effect or seeking the appointment of
  a trustee, receiver, liquidator, custodian or other similar official of it or
  any substantial part of its property, or shall consent to any such relief or
  to the appointment of or taking possession by any such official in an involuntary
  case or other proceeding commenced against it, or shall make a general assignment
  for the benefit of creditors, or shall fail generally to pay, or shall admit
  in writing its inability to pay, its debts as they become due, or shall take
  any corporate action to authorize any of the foregoing; or

(i)  an involuntary case or other proceeding shall
  be commenced against the Borrower or any Subsidiary seeking liquidation, reorganization
  or other relief with respect to it or its debts under any bankruptcy, insolvency
  or other similar law now or hereafter in effect or seeking the appointment of
  a trustee, receiver, liquidator, custodian or other similar official of it or
  any substantial part of its property, and such involuntary case or other proceeding
  shall remain undismissed and unstayed for a period of 60 days; or an order for
  relief shall be entered against the Borrower or any Subsidiary under the Bankruptcy
  Code; or

(j)  any member of the ERISA Group shall fail to
  pay when due an amount or amounts aggregating in excess of $25,000,000 which
  it shall have become liable to pay under Title IV of ERISA; or notice of intent
  to terminate a Material Plan shall be filed under Title IV of ERISA by any member
  of the ERISA Group, any plan administrator or any combination of the foregoing;
  or the PBGC shall institute proceedings under Title IV of ERISA to terminate,
  to impose liability (other than for premiums under Section 4007 of ERISA) in
  respect of, or to cause a trustee to be appointed to administer any Material
  Plan; or a condition shall exist by reason of which the PBGC would be entitled
  to obtain a decree adjudicating that any Material Plan must be terminated; or
  there shall occur a complete or partial withdrawal from, or default, within
  the meaning of Section 4219(c)(5) of ERISA, with respect to, one or more Multiemployer
  Plans which could reasonably be expected to cause one or more members of the
  ERISA Group to incur a current payment obligation in excess of $25,000,000;
  or

(k)  the Borrower or any of its Subsidiaries shall
  fail within 60 days to pay, bond or otherwise discharge any judgment or order
  for the payment of money in excess of $20,000,000, entered against the Borrower
  or any such Subsidiary that is not stayed on appeal or otherwise being appropriately
  contested in good faith; or

(l)  a Change of Control shall have occurred;

then, and in every such event, while such event is continuing,
  the Lender may (A) by notice to the Borrower terminate the Commitment, and the
  Commitment shall thereupon terminate, and (B) by notice to the Borrower declare
  the Loans (together with accrued interest and accrued and unpaid fees thereon)
  to be, and the Loans shall thereupon become, immediately due and payable without
  presentment, demand, protest or other notice of any kind (except as set forth
  in clause (A) above), all of which are hereby waived by the Borrower; provided,
  that, in the case of any Default or any Event of Default specified in clause
  7.01(h) or 7.01(i) above with respect to the Borrower, without any notice to
  the Borrower or any other act by the Lender, the Commitment shall thereupon
  terminate and the Loans (together with accrued interest and accrued and unpaid
  fees thereon) shall become immediately due and payable without presentment,
  demand, protest or other notice of any kind, all of which are hereby waived
  by the Borrower.

ARTICLE
  VIII
  MISCELLANEOUS

Section
  8.01  Notices. Except as otherwise expressly provided herein,
  all notices and other communications shall have been duly given and shall be
  effective (i) when delivered, (ii) when transmitted via telecopy (or other facsimile
  device) to the number set out below, (iii) the Business Day following the day
  on which the same has been delivered prepaid (or on an invoice basis) to a reputable
  national overnight air courier service or (iv) the third Business Day following
  the day on which the same is sent by certified or registered mail, postage prepaid,
  in each case to the respective parties at the address or telecopy numbers set
  forth below, or at such other address as such party may specify by written notice
  to the other party hereto:



if to the Lender:

PPL Investment Corporation
          3993 Howard Hughes Parkway, Suite 250 
          Las Vegas, Nevada 89109
          Attention: Christopher J. Monigle
          Telephone: 702-866-2202
          Facsimile: 702-866-2244

if to the Borrower:

PPL Montana, LLC
          303 North Broadway, Suite 400 
          Billings, Montana 59101 
          Attention: General Counsel 
          Telephone: 406-620-6903
          Facsimile: 406-869-5149

with a copy to:

PPL Services Corporation
          Two North Ninth Street
          Allentown, PA 18101-1179
          Attention: Treasury Department
          Telephone: 610-774-5151
          Facsimile: 610-774-5106

Section
  8.02  No Waivers; Non-Exclusive Remedies. No failure by
  the Lender to exercise, no course of dealing with respect to, and no delay in
  exercising any right, power or privilege hereunder or under any Loan Document
  shall operate as a waiver thereof nor shall any single or partial exercise thereof
  preclude any other or further exercise thereof or the exercise of any other
  right, power or privilege. The rights and remedies provided in the Loan Documents
  shall be cumulative and not exclusive of any rights or remedies provided by
  law.

Section
      8.03  Expenses; Indemnification.

(a)  Expenses. The Borrower shall pay
  (i) all out-of-pocket expenses of the Lender, including reasonable attorneys'
  fees, in connection with the preparation, execution, delivery and administration
  of the Loan Documents, any waiver or consent thereunder or any amendment thereof
  or any Default or alleged Default thereunder and (ii) if an Event of Default
  occurs, all reasonable out-of-pocket expenses incurred by the Lender, including
  (without duplication) the fees and disbursements of outside counsel, in connection
  with such Event of Default and restructuring, workout, collection, bankruptcy,
  insolvency and other enforcement proceedings resulting therefrom.

(b)  Indemnity in Respect of Loan Documents.
  The Borrower agrees to indemnify the Lender, its Affiliates and the respective
  directors, officers, trustees, agents and employees of the foregoing (each an
  "Indemnitee") and hold each Indemnitee harmless from and against any
  and all liabilities, obligations, losses, damages, penalties, actions, judgments,
  suits, costs and expenses or disbursements of any kind whatsoever, including,
  without limitation, the reasonable fees and disbursements of counsel, which
  may at any time (including, without limitation, at any time following the payment
  of the obligations of the Borrower hereunder) be imposed on, incurred by or
  asserted against such Indemnitee in connection with any investigative, administrative
  or judicial proceeding (whether or not such Indemnitee shall be designated a
  party thereto) brought or threatened relating to or arising out of the Loan
  Documents or any actual or proposed use of proceeds of Loans hereunder; provided,
  that no Indemnitee shall have the right to be indemnified hereunder for such
  Indemnitee's own gross negligence or willful misconduct as determined by a court
  of competent jurisdiction in a final, non-appealable judgment or order.

(c)  Indemnity in Respect of Environmental
  Liabilities. The Borrower agrees to indemnify the Lender and hold the
  Lender harmless from and against any and all liabilities, obligations, losses,
  damages, penalties, actions, judgments, suits, costs and expenses or disbursements
  of any kind whatsoever (including, without limitation, reasonable expenses of
  investigation by engineers, environmental consultants and similar technical
  personnel and reasonable fees and disbursements of counsel) which may at any
  time (including, without limitation, at any time following the payment of the
  obligations of the Borrower hereunder) be imposed on, incurred by or asserted
  against the Lender in respect of or in connection with any and all Environmental
  Liabilities. Without limiting the generality of the foregoing, the Borrower
  hereby waives all rights of contribution or any other rights of recovery with
  respect to liabilities, obligations, losses, damages, penalties, actions, judgments,
  suits, costs and expenses and disbursements arising under or related to Environmental
  Laws that it might have by statute or otherwise against the Lender.

Section
  8.04  Amendments and Waivers. Any provision of this Agreement
  or the Revolving Notes may be amended or waived if, but only if, such amendment
  or waiver is in writing and is signed by the Borrower and the Lender.

Section
  8.05  Successors and Assigns. The
  provisions of this Agreement shall be binding upon and inure to the benefit
  of the parties hereto and their respective successors and assigns.

Section
  8.06  Governing Law. This Agreement and each Revolving
  Note shall be governed by and construed in accordance with the internal laws
  of the State of New York.

Section
  8.07  Counterparts; Integration; Effectiveness. This Agreement
  may be signed in any number of counterparts, each of which shall be an original,
  with the same effect as if the signatures thereto and hereto were upon the same
  instrument. This Agreement and the Revolving Notes constitute the entire agreement
  and understanding among the parties hereto and supersede any and all prior agreements
  and understandings, oral or written, relating to the subject matter hereof and
  thereof.

Section
  8.08  Generally Accepted Accounting Principles. Unless
  otherwise specified herein, all accounting terms used herein shall be interpreted,
  all accounting determinations hereunder shall be made and all financial statements
  required to be delivered hereunder shall be prepared in accordance with GAAP
  as in effect from time to time, applied on a basis consistent (except for changes
  concurred in by the Borrower's independent public accountants) with the audited
  consolidated financial statements of the Borrower and its Consolidated Subsidiaries
  most recently delivered to the Lender; provided, that, if the Borrower
  notifies the Lender that the Borrower wishes to amend any covenant in Article
  VI to eliminate the effect of any change in GAAP on the operation of such covenant
  (or if the Lender notifies the Borrower that it wishes to amend Article VI for
  such purpose), then the Borrower's compliance with such covenant shall be determined
  on the basis of GAAP in effect immediately before the relevant change in GAAP
  became effective, until either such notice is withdrawn or such covenant is
  amended in a manner satisfactory to the Borrower and the Lender.

Section
  8.09  Usage. The following rules of construction and usage
  shall be applicable to this Agreement and to any instrument or agreement that
  is governed by or referred to in this Agreement.

(a)  All terms defined in this Agreement shall have
  the defined meanings when used in any instrument governed hereby or referred
  to herein and in any certificate or other document made or delivered pursuant
  hereto or thereto unless otherwise defined therein.

(b)  The words "hereof", "herein",
  "hereunder" and words of similar import when used in this Agreement
  or in any instrument or agreement governed here shall be construed to refer
  to this Agreement or such instrument or agreement, as applicable, in its entirety
  and not to any particular provision or subdivision hereof or thereof.

(c)  References in this Agreement to "Article",
  "Section", "Exhibit", "Schedule" or another subdivision
  or attachment shall be construed to refer to an article, section or other subdivision
  of, or an exhibit, schedule or other attachment to, this Agreement unless the
  context otherwise requires; references in any instrument or agreement governed
  by or referred to in this Agreement to "Article", "Section",
  "Exhibit", "Schedule" or another subdivision or attachment
  shall be construed to refer to an article, section or other subdivision of,
  or an exhibit, schedule or other attachment to, such instrument or agreement
  unless the context otherwise requires.

(d)  The definitions contained in this Agreement
  shall apply equally to the singular and plural forms of such terms. Whenever
  the context may require, any pronoun shall include the corresponding masculine,
  feminine and neuter forms. The word "will" shall be construed to have
  the same meaning as the word "shall". The term "including"
  shall be construed to have the same meaning as the phrase "including without
  limitation".

(e)  Unless the context otherwise requires, any definition
  of or reference to any agreement, instrument, statute or document contained
  in this Agreement or in any agreement or instrument that is governed by or referred
  to in this Agreement shall be construed (i) as referring to such agreement,
  instrument, statute or document as the same may be amended, supplemented or
  otherwise modified from time to time (subject to any restrictions on such amendments,
  supplements or modifications set forth in this Agreement or in any agreement
  or instrument governed by or referred to in this Agreement), including (in the
  case of agreements or instruments) by waiver or consent and (in the case of
  statutes) by succession of comparable successor statutes and (ii) to include
  (in the case of agreements or instruments) references to all attachments thereto
  and instruments incorporated therein. Any reference to any Person shall be construed
  to include such Person's successors and permitted assigns.

(f)  Unless the context otherwise requires, whenever
  any statement is qualified by "to the best knowledge of" or "known
  to" (or a similar phrase) any Person that is not a natural person, it is
  intended to indicate that the senior management of such Person has conducted
  a commercially reasonable inquiry and investigation prior to making such statement
  and no member of the senior management of such Person (including managers, in
  the case of limited liability companies, and general partners, in the case of
  partnerships) has current actual knowledge of the inaccuracy of such statement.

Section
  8.10  WAIVER OF JURY TRIAL. THE BORROWER HEREBY IRREVOCABLY
  WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT
  OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

[signature page follows]



IN WITNESS WHEREOF, the parties hereto have caused this Agreement
  to be duly executed by their respective authorized officers as of the day and
  year first above written.

| | PPL INVESTMENT CORPORATION, as the 
          Lender                                               
| | ---------------------------------------------------------------------------------------------------
| | By: /s/ John R.
Yardley
      Name: John R. Yardley
      Title: Vice President                    
| |                                                                                                    
| | PPL MONTANA, LLC, as the Borrower                                                                  
| | By: /s/ Russell R.
Clelland
      
      Name: Russell R. Clelland
      Title: Assistant Treasurer





TABLE OF CONTENTS

| | Page
| | ----

|ARTICLE I   |  | DEFINITIONS                 |  | 1                                                              
|----------- |  | --------------------------- |  | ---------------------------------------------------------------
|            |  | Section 1.01                |  | Definitions                                                    
|ARTICLE II  |  | THE CREDITS                 |  | 11                                                             
|            |  | Section 2.01                |  | Commitments to Lend                                            
|            |  | Section 2.02                |  | Notice of Borrowings                                           
|            |  | Section 2.03                |  | Irrevocability of Notice; Funding of Loans                     
|            |  | Section 2.04                |  | Noteless Agreement; Evidence of Indebtedness                   
|            |  | Section 2.05                |  | Interest Rates                                                 
|            |  | Section 2.06                |  | Fees                                                           
|            |  | Section 2.07                |  | Adjustments of Commitments                                     
|            |  | Section 2.08                |  | Maturity of Loans; Mandatory Prepayments                       
|            |  | Section 2.09                |  | Optional Prepayments and Repayments                            
|            |  | Section 2.10                |  | General Provisions as to Payments                              
|            |  | Section 2.11                |  | Funding Losses                                                 
|            |  | Section 2.12                |  | Computation of Interest and Fees                               
|            |  | Section 2.13                |  | Taxes                                                          
|            |  |                             |  |                                                                
|ARTICLE III |  | Letters of Credit           |  | 16                                                             
|            |  | Section 3.01                |  | Letters of Credit                                              
|            |  | Section 3.02                |  | Method of Issuance of Letters of Credit                        
|            |  | Section 3.03                |  | Conditions to Issuance of Additional Letters
      of Credit   
|            |  | Section 3.04                |  | Reimbursement Obligations                                      
|            |  | Section 3.05                |  | Obligations in Respect of Letters of Credit
      Unconditional
|            |  |                             |  |                                                                
|ARTICLE IV  |  | CONDITIONS TO CREDIT EVENTS |  | 18                                                             
|            |  | Section 4.01                |  | Conditions to All Credit Events                                
|            |  |                             |  |                                                                
|ARTICLE V   |  |                             |  | REPRESENTATIONS AND WARRANTIES                                 
|            |  | Section 5.01                |  | Status                                                         
|            |  | Section 5.02                |  | Authority; No Conflict                                         
|            |  | Section 5.03                |  | Legality; Etc                                                  
|            |  | Section 5.04                |  | Financial Condition                                            
|            |  | Section 5.05                |  | Rights to Properties                                           
|            |  | Section 5.06                |  | Litigation                                                     
|            |  | Section 5.07                |  | No Violation                                                   
|            |  | Section 5.08                |  | ERISA                                                          
|            |  | Section 5.09                |  | Governmental Approvals                                         
|            |  | Section 5.10                |  | Investment Company Act                                         
|            |  | Section 5.11                |  | Public Utility Holding Company Act                             
|            |  | Section 5.12                |  | Tax Returns and Payments                                       

TABLE OF CONTENTS Page  Section 5.13
            
            Compliance with Laws
            
            21Section 5.14
            
            No Default
            
            21Section 5.15
            
            Environmental Matters
            
            21ARTICLE VI
            
            COVENANTS
            
            22Section 6.01
            
            Information
            
            22Section 6.02
            
            Maintenance of Property; Insurance
            
            24Section 6.03
            
            Conduct of Business and Maintenance
              of Existence
            
            24Section 6.04
            
            Compliance with Laws, Etc
            
            24Section 6.05
            
            Books and Records
            
            24Section 6.06
            
            Use of Proceeds
            
            25Section 6.07
            
            Restriction on Liens
            
            25Section 6.08
            
            Merger or Consolidation
            
            27Section 6.09
            
            Asset Sales
            
            28Section 6.10
            
            Transactions with Affiliates
            
            28Section 6.11
            
            Restrictive Agreements
            
            28Section 6.12
            
            Consolidated Debt to Consolidated Capitalization
              Ratio
            
            28Section 6.13
            
            Cash Interest Coverage Ratio
            
            28Section 6.14
            
            Indebtedness
            
            29ARTICLE VII
            
            DEFAULTS
            
            29Section 7.01
            
            Events of Default
            
            29ARTICLE VIII
            
            MISCELLANEOUS
            
            31Section 8.01
            
            Notices
            
            31Section 8.02
            
            No Waivers; Non-Exclusive Remedies
            
            31Section 8.03
            
            Expenses; Indemnification
            
            32Section 8.04
            
            Amendments and Waivers
            
            32Section 8.05
            
            Successors and Assigns
            
            33Section 8.06
            
            Governing Law
            
            33Section 8.07
            
            Counterparts; Integration; Effectiveness
            
            33Section 8.08
            
            Generally Accepted Accounting Principles
            
            33Section 8.09
            
            Usage
            
            33Section 8.10
            
            Waiver of Jury Trial
            
            34  ii