ex10_24.htm


    


    


    CREDIT
AGREEMENT

    


    among

    VECTREN
UTILITY HOLDINGS, INC.,

    as
Borrower,

    INDIANA
GAS COMPANY, INC.,

    as
Guarantor,

    SOUTHERN
INDIANA GAS AND ELECTRIC COMPANY,

    as
Guarantor,

    VECTREN
ENERGY DELIVERY OF OHIO, INC.,

    as
Guarantor,

    THE
LENDERS SIGNATORY HERETO,

    MIZUHO
CORPORATE BANK, LTD.,

    UNION
BANK OF CALIFORNIA, N.A. and

    WACHOVIA
BANK, N.A.,

    as
Co-Documentation Agents

    LASALLE
BANK NATIONAL ASSOCIATION,

    as
Syndication Agent

    and

    JPMORGAN
CHASE BANK, N.A.,

    as
Administrative Agent

    


    Dated as
of November 10, 2005

    


    J.P.
MORGAN SECURITIES, INC.

    and

    LASALLE
BANK NATIONAL ASSOCIATION

    JOINT
LEAD ARRANGERS AND BOOK RUNNERS

    
      	
              ARTICLE I

            	
              DEFINITIONS 

            	
              1

            


    

    
      	
              ARTICLE
      II

            	
              THE
      CREDITS 

            	
              12

            


    

    
      	
               
      

            	
              2.1

            	
              Commitments 

            	
              12

            


    

    
      	
               
      

            	
              2.2

            	
              Required
      Payments; Clean-Down; Termination 

            	
              12

            


    

    
      	
               
      

            	
              2.3

            	
              Ratable
      Loans 

            	
              12

            


    

    
      	
               
      

            	
              2.4

            	
              Types
      of Advances 

            	
              12

            


    

    
      	
               
      

            	
              2.5

            	
              Facility
      Fee; Changes in Aggregate Commitment 

            	
              12

            


    

    
      	
               
      

            	
              2.6

            	
              Minimum
      Amount of Each Advance 

            	
              13

            


    

    
      	
               
      

            	
              2.7

            	
              Optional
      Principal Payments 

            	
              13

            


    

    
      	
               
      

            	
              2.8

            	
              Method
      of Selecting Types and Interest Periods for New
    Advances 

            	
              14

            


    

    
      	
               
      

            	
              2.9

            	
              Conversion
      and Continuation of Outstanding Advances 

            	
              14

            


    

    
      	
               
      

            	
              2.10

            	
              Changes
      in Interest Rate, etc 

            	
              15

            


    

    
      	
               
      

            	
              2.11

            	
              Rates
      Applicable After Default 

            	
              15

            


    

    
      	
               
      

            	
              2.12

            	
              Method
      of Payment 

            	
              15

            


    

    
      	
               
      

            	
              2.13

            	
              Notes;
      Telephonic Notices 

            	
              16

            


    

    
      	
               
      

            	
              2.14

            	
              Interest
      Payment Dates; Interest and Fee Basis 

            	
              16

            


    

    
      	
               
      

            	
              2.15

            	
              Notification
      of Advances, Interest Rates, Prepayments and Commitment
      Reductions 

            	
              16

            


    

    
      	
               
      

            	
              2.16

            	
              Lending
      Installations 

            	
              17

            


    

    
      	
               
      

            	
              2.17

            	
              Non-Receipt
      of Funds by the Administrative Agent 

            	
              17

            


    

    
      	
               
      

            	
              2.18

            	
              Use
      of Proceeds 

            	
              17

            


    

    
      	
               
      

            	
              2.19

            	
              Facility
      LCs 

            	
              17

            


    

    
      	
               
      

            	
              2.20

            	
              Extension
      of Facility Termination Date 

            	
              22

            


    

    
      	
              ARTICLE
      III

            	
              YIELD
      PROTECTION; TAXES 

            	
              23

            


    

    
      	
               
      

            	
              3.1

            	
              Yield
      Protection 

            	
              23

            


    

    
      	
               
      

            	
              3.2

            	
              Changes
      in Capital Adequacy Regulations 

            	
              23

            


    

    
      	
               
      

            	
              3.3

            	
              Availability
      of Types of Advances 

            	
              24

            


    

    
      	
               
      

            	
              3.4

            	
              Funding
      Indemnification 

            	
              24

            


    

    
      	
               
      

            	
              3.5

            	
              Taxes 

            	
              24

            


    

    
      	
               
      

            	
              3.6

            	
              Lender
      Statements; Survival of Indemnity 

            	
              26

            


    

    
      	
               
      

            	
              3.7

            	
              Replacement
      of Lenders 

            	
              27

            


    

    
      	
              ARTICLE
      IV

            	
              CONDITIONS
      PRECEDENT 

            	
              27

            


    

    
      	
               
      

            	
              4.1

            	
              Initial
      Credit Extension 

            	
              27

            


    

    
      	
               
      

            	
              4.2

            	
              Each
      Credit Extension 

            	
              28

            


    

    
      	
              ARTICLE
      V

            	
              REPRESENTATIONS
      AND WARRANTIES 

            	
              29

            


    

    
      	
               
      

            	
              5.1

            	
              Existence
      and Standing 

            	
              29

            


    

    
      	
               
      

            	
              5.2

            	
              Authorization
      and Validity 

            	
              29

            


    

    
      	
               
      

            	
              5.3

            	
              No Conflict;
      Government Consent 

            	
              29

            


    

    
      	
               
      

            	
              5.4

            	
              Financial
      Statements 

            	
              29

            


    

    
      	
               
      

            	
              5.5

            	
              Material
      Adverse Change 

            	
              30

            


    

    
      	
               
      

            	
              5.6

            	
              Taxes 

            	
              30

            


    

    
      	
               
      

            	
              5.7

            	
              Litigation
      and Contingent Obligations 

            	
              30

            


    

    
      	
               
      

            	
              5.8

            	
              Subsidiaries 

            	
              30

            


    

    
      	
               
      

            	
              5.9

            	
              ERISA 

            	
              30

            


    

    
      	
               
      

            	
              5.10

            	
              Accuracy
      of Information 

            	
              31

            


    

    
      	
               
      

            	
              5.11

            	
              Regulation
      U 

            	
              31

            


    

    
      	
               
      

            	
              5.12

            	
              Material
      Agreements 

            	
              31

            


    

    
      	
               
      

            	
              5.13

            	
              Compliance
      With Laws 

            	
              31

            


    

    
      	
               
      

            	
              5.14

            	
              Ownership
      of Properties 

            	
              31

            


    

    
      	
               
      

            	
              5.15

            	
              Plan
      Assets; Prohibited Transactions 

            	
              31

            


    

    
      	
               
      

            	
              5.16

            	
              Environmental
      Matters 

            	
              31

            


    

    
      	
               
      

            	
              5.17

            	
              Investment
      Company Act 

            	
              32

            


    

    
      	
               
      

            	
              5.18

            	
              Insurance 

            	
              32

            


    

    
      	
               
      

            	
              5.19

            	
              Solvency 

            	
              32

            


    

    
      	
               
      

            	
              5.20

            	
              Public
      Utility Holding Company Act 

            	
              32

            


    

    
      	
               
      

            	
              5.21

            	
              Existing
      Credit Agreement 

            	
              33

            


    

    
      	
               
      

            	
              5.22

            	
              Reportable
      Transaction 

            	
              33

            


    

    
      	
              ARTICLE
      VI

            	
              COVENANTS 

            	
              33

            


    

    
      	
               
      

            	
              6.1

            	
              Financial
      Reporting 

            	
              33

            


    

    
      	
               
      

            	
              6.2

            	
              Use
      of Proceeds 

            	
              34

            


    

    
      	
               
      

            	
              6.3

            	
              Notice
      of Default 

            	
              34

            


    

    
      	
               
      

            	
              6.4

            	
              Conduct
      of Business 

            	
              35

            


    

    
      	
               
      

            	
              6.5

            	
              Taxes 

            	
              35

            


    

    
      	
               
      

            	
              6.6

            	
              Insurance 

            	
              35

            


    

    
      	
               
      

            	
              6.7

            	
              Compliance
      with Laws 

            	
              35

            


    

    
      	
               
      

            	
              6.8

            	
              Maintenance
      of Properties 

            	
              35

            


    

    
      	
               
      

            	
              6.9

            	
              Inspection 

            	
              36

            


    

    
      	
               
      

            	
              6.10

            	
              Merger 

            	
              36

            


    

    
      	
               
      

            	
              6.11

            	
              Sale
      of Assets 

            	
              36

            


    

    
      	
               
      

            	
              6.12

            	
              Investments
      and Acquisitions 

            	
              36

            


    

    
      	
               
      

            	
              6.13

            	
              Liens 

            	
              37

            


    

    
      	
               
      

            	
              6.14

            	
              Affiliates 

            	
              38

            


    

    
      	
               
      

            	
              6.15

            	
              Leverage
      Ratio 

            	
              38

            


    

    
      	
               
      

            	
              6.16

            	
              Certain
      Restrictions 

            	
              38

            


    

    
      	
              ARTICLE
      VII

            	
              DEFAULTS 

            	
              39

            


    

    
      	
              ARTICLE
      VIII

            	
              ACCELERATION,
      WAIVERS, AMENDMENTS AND REMEDIES                                                              
      41

            


    

    
      	
               
      

            	
              8.1

            	
              Acceleration;
      Facility LC Collateral Account 

            	
              41

            


    

    
      	
               
      

            	
              8.2

            	
              Remedies
      Not Exclusive 

            	
              42

            


    

    
      	
               
      

            	
              8.3

            	
              Amendments 

            	
              42

            


    

    
      	
               
      

            	
              8.4

            	
              Preservation
      of Rights 

            	
              43

            


    

    
      	
              ARTICLE
      IX

            	
              GENERAL
      PROVISIONS 

            	
              43

            


    

    
      	
               
      

            	
              9.1

            	
              Survival
      of Representations 

            	
              43

            


    

    
      	
               
      

            	
              9.2

            	
              Governmental
      Regulation 

            	
              43

            


    

    
      	
               
      

            	
              9.3

            	
              Headings 

            	
              43

            


    

    
      	
               
      

            	
              9.4

            	
              Entire
      Agreement 

            	
              43

            


    

    
      	
               
      

            	
              9.5

            	
              Several
      Obligations; Benefits of this Agreement 

            	
              43

            


    

    
      	
               
      

            	
              9.6

            	
              Expenses;
      Indemnification 

            	
              44

            


    

    
      	
               
      

            	
              9.7

            	
              Numbers
      of Documents 

            	
              44

            


    

    
      	
               
      

            	
              9.8

            	
              Accounting 

            	
              44

            


    

    
      	
               
      

            	
              9.9

            	
              Severability
      of Provisions 

            	
              45

            


    

    
      	
               
      

            	
              9.10

            	
              Nonliability
      of Lenders 

            	
              45

            


    

    
      	
               
      

            	
              9.11

            	
              Confidentiality 

            	
              45

            


    

    
      	
               
      

            	
              9.12

            	
              Nonreliance 

            	
              46

            


    

    
      	
               
      

            	
              9.13

            	
              Disclosure 

            	
              46

            


    

    
      	
               
      

            	
              9.14

            	
              USA
      PATRIOT ACT NOTIFICATION 

            	
              46

            


    

    
      	
              ARTICLE
      X

            	
              THE
      ADMINISTRATIVE AGENT 

            	
              47

            


    

    
      	
               
      

            	
              10.1

            	
              Appointment;
      Nature of Relationship 

            	
              47

            


    

    
      	
               
      

            	
              10.2

            	
              Powers 

            	
              47

            


    

    
      	
               
      

            	
              10.3

            	
              General
      Immunity 

            	
              47

            


    

    
      	
               
      

            	
              10.4

            	
              No Responsibility
      for Loans, Recitals, etc 

            	
              47

            


    

    
      	
               
      

            	
              10.5

            	
              Action
      on Instructions of Lenders 

            	
              48

            


    

    
      	
               
      

            	
              10.6

            	
              Employment
      of Agents and Counsel 

            	
              48

            


    

    
      	
               
      

            	
              10.7

            	
              Reliance
      on Documents; Counsel 

            	
              48

            


    

    
      	
               
      

            	
              10.8

            	
              Agent’s
      Reimbursement and Indemnification 

            	
              48

            


    

    
      	
               
      

            	
              10.9

            	
              Notice
      of Default 

            	
              49

            


    

    
      	
               
      

            	
              10.10

            	
              Rights
      as a Lender 

            	
              49

            


    

    
      	
               
      

            	
              10.11

            	
              Lender
      Credit Decision 

            	
              49

            


    

    
      	
               
      

            	
              10.12

            	
              Successor
      Administrative Agent 

            	
              49

            


    

    
      	
               
      

            	
              10.13

            	
              Administrative
      Agent’s and Arrangers’ Fees 

            	
              50

            


    

    
      	
               
      

            	
              10.14

            	
              Delegation
      to Affiliates 

            	
              50

            


    

    
      	
               
      

            	
              10.15

            	
              Co-Agents,
      Documentation Agent, Syndication Agent, etc 

            	
              50

            


    

    
      	
              ARTICLE
      XI

            	
              SETOFF;
      RATABLE PAYMENTS 

            	
              51

            


    

    
      	
               
      

            	
              11.1

            	
              Setoff 

            	
              51

            


    

    
      	
               
      

            	
              11.2

            	
              Ratable
      Payments 

            	
              51

            


    

    
      	
              ARTICLE
      XII

            	
              BENEFIT
      OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS 

            	
              51

            


    

    
      	
               
      

            	
              12.1

            	
              Successors
      and Assigns 

            	
              51

            


    

    
      	
               
      

            	
              12.2

            	
              Participations 

            	
              52

            


    

    
      	
               
      

            	
              12.3

            	
              Assignments 

            	
              53

            


    

    
      	
               
      

            	
              12.4

            	
              Dissemination
      of Information 

            	
              54

            


    

    
      	
               
      

            	
              12.5

            	
              Tax
      Treatment 

            	
              54

            


    

    
      	
              ARTICLE
      XIII

            	
              GUARANTY 

            	
              54

            


    

    
      	
               
      

            	
              13.1

            	
              Guaranty 

            	
              54

            


    

    
      	
               
      

            	
              13.2

            	
              Waivers 

            	
              55

            


    

    
      	
               
      

            	
              13.3

            	
              Guaranty
      Absolute 

            	
              55

            


    

    
      	
               
      

            	
              13.4

            	
              Acceleration 

            	
              56

            


    

    
      	
               
      

            	
              13.5

            	
              Marshaling;
      Reinstatement 

            	
              56

            


    

    
      	
               
      

            	
              13.6

            	
              Delay
      of Subrogation 

            	
              56

            


    

    
      	
              ARTICLE
      XIV

            	
              NOTICES 

            	
              57

            


    

    
      	
               
      

            	
              14.1

            	
              Notices 

            	
              57

            


    

    
      	
               
      

            	
              14.2

            	
              Limited
      Use of Electronic Mail 

            	
              57

            


    

    
      	
               
      

            	
              14.3

            	
              Effectiveness
      of Facsimile Documents and Signatures 

            	
              57

            


    

    
      	
              ARTICLE
      XV

            	
              COUNTERPARTS 

            	
              57

            


    

    
      	
              ARTICLE
      XVI

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

            	
              58

            


    

    
      	
               
      

            	
              16.1

            	
              CHOICE
      OF LAW 

            	
              58

            


    

    
      	
               
      

            	
              16.2

            	
              CONSENT
      TO JURISDICTION 

            	
              58

            


    

    
      	
               
      

            	
              16.3

            	
              WAIVER
      OF JURY TRIAL 

            	
              58

            


    

    


    


    Pricing
Schedule

    
      	
              Schedule
      I

            	
              Commitments

            


    

    
      	
              Schedule
      1

            	
              Subsidiaries
      and Other Investments

            


    

    
      	
              Schedule
      2

            	
              Liens

            


    

    
      	
              Schedule
      5.7

            	
              Litigation
      and Contingent Obligations

            


    

    
      	
              Schedule
      5.16

            	
              Environmental
      Matters

            


    

    
      	
              Schedule
      6.16

            	
              Certain
      Restrictions

            


    

    
      	
              Schedule
      14.1

            	
              Notice
      Information

            


    

    


    
      	
              Exhibit
      A

            	
              Form
      of Note

            


    

    
      	
              Exhibit
      B

            	
              Form
      of Compliance Certificate

            


    

    
      	
              Exhibit
      C

            	
              Form
      of Loan/Credit Related Money Transfer
  Instruction

            


    

    
      	
              Exhibit
      D

            	
              Form
      of Assignment and Assumption
Agreement

            


    

    
      	
              Exhibit
      E

            	
              Form
      of Form of Increase Request

            


    

    


    CREDIT
AGREEMENT

    This
Agreement, dated as of November 10, 2005, is among VECTREN UTILITY HOLDINGS,
INC., as Borrower, INDIANA GAS COMPANY, INC., as Guarantor, SOUTHERN INDIANA GAS
AND ELECTRIC COMPANY, as Guarantor, VECTREN ENERGY DELIVERY OF OHIO, INC., as
Guarantor, the Lenders party hereto, LASALLE BANK NATIONAL ASSOCIATION, as an LC
Issuer and as Syndication Agent, and JPMORGAN CHASE BANK, N.A., as an LC Issuer
and as Administrative Agent.  The parties hereto agree as
follows:

    ARTICLE
I

    DEFINITIONS

    As used
in this Agreement:

    “Acquisition” means
any transaction, or any series of related transactions, consummated on or after
the date of this Agreement, by which the Borrower or any of its Subsidiaries (i)
acquires any going business or all or substantially all of the assets of any
firm, corporation or limited liability company, or division thereof, whether
through purchase of assets, merger or otherwise or (ii) directly or indirectly
acquires (in one transaction or as the most recent transaction in a series of
transactions) at least a majority (in number of votes) of the securities of a
corporation which have ordinary voting power for the election of directors
(other than securities having such power only by reason of the happening of a
contingency) or a majority (by percentage or voting power) of the outstanding
ownership interests of a partnership or limited liability company.

    “Additional Lender” -
see Section
2.5.3.

    “Administrative Agent”
means JPMCB in its capacity as contractual representative of the Lenders
pursuant to Article
X, and not in its individual capacity as a Lender, and any successor
Administrative Agent appointed pursuant to Article
X.

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

    “Advance” means a
borrowing hereunder (or conversion or continuation thereof) consisting of the
aggregate amount of the several Loans made on the same Borrowing Date (or date
of conversion or continuation) by the Lenders to the Borrower of the same Type
and, in the case of Eurodollar Loans, for the same Interest Period.

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

    “Aggregate Commitment”
means the aggregate of the Commitments of all the Lenders, as changed from time
to time pursuant to the terms hereof.  On the date hereof, the amount
of the Aggregate Commitment is $515,000,000.

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

    “Agreement” means this
Credit Agreement, as it may be amended or modified and in effect from time to
time.

    “Agreement Accounting
Principles” means generally accepted accounting principles as in effect
from time to time, applied in a manner consistent with that used in preparing
the financial statements referred to in Section 5.4.

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

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

    “Applicable Margin”
means, at any time, with respect to Advances of any Type at any time, the
percentage rate per annum which is applicable at such time with respect to
Advances of such Type, as set forth in the Pricing Schedule.

    “Arrangers” means each
of JPMorgan Securities, Inc. and LaSalle Bank National Association, in their
capacities as Joint Lead Arrangers and Book Runners.

    “Article” means an
article of this Agreement unless another document is specifically
referenced.

    “Authorized Officer”
means any Vice President, the Secretary, the Treasurer, the Assistant Secretary
and Assistant Treasurer of the Borrower or a Guarantor, acting
singly.

    “Borrower” means
Vectren Utility Holdings, Inc., an Indiana corporation, and its successors and
assigns.

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

    “Borrowing Notice” -
see Section 2.8.

    “Business Day” means
(i) with respect to any borrowing, payment or rate selection of Eurodollar
Advances, a day (other than a Saturday or Sunday) on which banks generally are
open in Chicago, New York and Indianapolis for the conduct of substantially all
of their commercial lending activities and on which dealings in United States
dollars are carried on in the London interbank market and (ii) for all other
purposes, a day (other than a Saturday or Sunday) on which banks generally are
open in Chicago and Indianapolis for the conduct of substantially all of their
commercial lending activities.

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

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

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

    “Change in 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
Securities and Exchange Commission under the Securities Exchange Act of 1934) of
30% or more of the outstanding shares of voting stock of the Parent, (ii) the
occurrence during any period of twelve (12) consecutive months, commencing
before or after the date of this Agreement, pursuant to which individuals who on
the first day of such period were directors of the Parent (together with any
replacement or additional directors who were nominated or elected by a majority
of directors then in office) cease to constitute a majority of the Board of
Directors of the Parent or (iii) the Parent shall cease to own, free and clear
of any Lien, 100% of the issued and outstanding capital stock of the
Borrower.

    “Code” means the
Internal Revenue Code of 1986, as amended, reformed or otherwise modified from
time to time.

    “Collateral Shortfall
Amount” is defined in Section
8.1.

    “Commitment” means,
for each Lender, the obligation of such Lender to make Loans to and participate
in Facility LCs issued upon the application of, the Borrower in an aggregate
amount not exceeding the amount set forth opposite its name on Schedule I, as it may
be modified as a result of any assignment that has become effective pursuant to
Section 12.3.3,
or as otherwise modified from time to time pursuant to the terms
hereof.

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

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

    “Contingent
Obligation” of a Person means any agreement, undertaking or arrangement
by which such Person assumes, guarantees, endorses, contingently agrees to
purchase or provide funds for the payment of, or otherwise becomes or is
contingently liable upon, the obligation or liability of any other Person (other
than accounts payable of such Person’s Subsidiary arising in the ordinary course
of such Subsidiary’s business payable on terms customary in the trade), or
agrees to maintain the net worth or working capital or other financial condition
of any other Person, or otherwise assures any creditor of such other Person
against loss, including, without limitation, any comfort letter, operating
agreement or take-or-pay contract.

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

    “Conversion/Continuation
Notice” - see Section 2.9.

    “Credit Extension”
means the making of an Advance, the issuance of a Facility LC hereunder or the
amendment or extension of a Facility LC.

    “Credit Extension
Date” means the Borrowing Date for an Advance, the issuance date for a
Facility LC or the date of amendment or extension of a Facility LC.

    “Default” means an
event described in Article
VII.

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

    “ERISA” means the
Employee Retirement Income Security Act of 1974, as amended from time to time,
and any rule or regulation issued thereunder.

    “Eurodollar Advance”
means an Advance which, except as otherwise provided in Section 2.11,
bears interest at the applicable Eurodollar Rate.

    “Eurodollar Base Rate”
means, with respect to any Eurodollar Advance or a Eurodollar Loan for the
relevant Interest Period applicable to such Eurodollar Advance, the rate
determined by the Administrative Agent to be the rate at which JPMCB offers to
place deposits in U.S. dollars with first-class banks in the London interbank
market at approximately 11:00 a.m. (London time) two Business Days prior to the
first day of such Interest Period, in the approximate amount of JPMCB’s relevant
portion of the Eurodollar Advance and having a maturity approximately equal to
such Interest Period.

    “Eurodollar Loan”
means a Loan which, except as otherwise provided in Section 2.11, bears
interest at the applicable Eurodollar Rate.

    “Eurodollar Rate”
means, with respect to a Eurodollar Advance or a Eurodollar Loan for the
relevant Interest Period, the sum of (i) the quotient of (a) the Eurodollar Base
Rate applicable to such Interest Period, divided by (b) one minus the Reserve
Requirement (expressed as a decimal) applicable to such Interest Period, plus (ii) the
Applicable Margin for Eurodollar Advances. The Eurodollar Rate shall be rounded
to the next higher multiple of 1/16 of 1% if the rate is not such a
multiple.

    “Excluded Taxes”
means, in the case of each Lender or applicable Lending Installation and the
Administrative Agent, taxes imposed on its overall net income, and franchise
taxes imposed on it, by (i) the jurisdiction under the laws of which such Lender
or the Administrative Agent is incorporated or organized or (ii) the
jurisdiction in which the Administrative Agent’s or such Lender’s principal
executive office or such Lender’s applicable Lending Installation is
located.

    “Exhibit” refers to an
exhibit to this Agreement, unless another document is specifically
referenced.

    “Existing Credit
Agreement” means the Credit Agreement, dated as of June 24, 2004, among
the Borrower, the Guarantors, various financial institutions and JPMorgan Chase
Bank, N.A. (successor by merger to Bank One, NA), as agent.

    “Existing
Indebtedness” means Indebtedness existing on the date
hereof.

    “Facility LC” is
defined in Section
2.19.1.

    “Facility LC
Application” is defined in Section
2.19.3.

    “Facility LC Collateral
Account” is defined in Section
2.19.11.

    “Facility Termination
Date” means the earlier to occur of (i) November 10, 2010 (or any later
date as may be established pursuant to Section 2.20) or (ii)
any earlier date on which the Aggregate Commitment is reduced to zero or
otherwise terminated pursuant to the terms hereof.

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

    “Fee Letters” means
each of (i) that certain letter agreement dated as of October 17, 2005 among
Vectren Capital, Corp., the Borrower and LaSalle Bank National Association and
(ii) that certain letter agreement dated as of October 17, 2005 among Vectren
Capital, Corp., the Borrower, JPMorgan Chase Bank, N.A. and JPMorgan Securities,
Inc.

    “Financial Contract”
of a Person means (i) any exchange-traded or over-the-counter futures, forward,
swap or option contract or other financial instrument with similar
characteristics, (ii) any agreements, devices or arrangements providing for
payments related to fluctuations of interest rates, exchange rates or forward
rates, including, but not limited to, interest rate exchange agreements, forward
currency exchange agreements, interest rate cap or collar protection agreements,
forward rate currency or interest rate options or (iii) to the extent not
otherwise included in the foregoing, any Rate Hedging Agreement.

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

    “Floating Rate
Advance” means an Advance which, except as otherwise provided in Section 2.11, bears
interest at the Floating Rate.

    “Floating Rate Loan”
means a Loan which, except as otherwise provided in Section 2.11, bears
interest at the Floating Rate.

    “Guaranteed
Obligations” - see Section
13.1.

    “Guarantor” means each
of Indiana Gas Company, Inc., SIGECO and Vectren Energy Delivery of Ohio, Inc.,
and each of their respective successors and assigns.

    “Indebtedness” of a
Person means such Person’s (i) obligations for borrowed money, (ii) obligations
representing the deferred purchase price of Property or services (other than
accounts payable arising in the ordinary course of such Person’s business
payable on terms customary in the trade), (iii) obligations, whether or not
assumed, secured by Liens or payable out of the proceeds or production from
Property now or hereafter owned or acquired by such Person, (iv) obligations
which are evidenced by notes, acceptances or other instruments, (v) obligations
of such Person to purchase securities or other Property arising out of or in
connection with the sale of the same or substantially similar securities or
Property, (vi) Capitalized Lease Obligations, (vii) Contingent Obligations,
(viii) reimbursement and other obligations in connection with letters of credit,
(ix) Net Mark-to-Market Exposure of Rate Hedging Agreements and other Financial
Contracts, (x) Synthetic Lease Obligations and (xi) any other obligation for
borrowed money or other financial accommodation which in accordance with
Agreement Accounting Principles would be shown as a liability on the
consolidated balance sheet of such Person.

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

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

    “JPMCB” means JPMorgan
Chase Bank, N.A., a national banking association, in its individual capacity,
and its successors and assigns.

    “LaSalle” means
LaSalle Bank National Association, a national banking association, in its
individual capacity, and its successors and assigns.

    “LC Commitment” means
(i) with respect to JPMCB, $150,000,000 and (ii) with respect to LaSalle,
$100,000,000.

    “LC Fee” is defined in
Section
2.19.4.

    “LC Issuers” means
each of JPMCB (or any subsidiary or affiliate of JPMCB designated by JPMCB) and
LaSalle (or any subsidiary or affiliate of LaSalle designated by LaSalle), in
their capacities as issuers of Facility LCs hereunder.

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

    “LC Payment Date” is
defined in Section
2.19.5.

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

    “Lending Installation”
means, with respect to a Lender, the office, branch, subsidiary or affiliate of
such Lender specified as such in its Administrative Questionnaire or otherwise
selected by such Lender pursuant to Section 2.16.

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

    “Loan” means, with
respect to a Lender, such Lender’s loans made pursuant to Article II (or any
conversion or continuation thereof).

    “Loan Documents” means
this Agreement, the Facility LC Applications, the Fee Letters, the Notes, and
any other documents or instruments now or hereafter executed and delivered by or
on behalf of the Borrower or any Guarantor to the Administrative Agent or the
Lenders to further evidence or govern the Obligations.

    “Material Adverse
Effect” means a material adverse effect on (i) the business, Property,
condition (financial or otherwise) or results of operations of the Borrower and
its Subsidiaries taken as a whole, (ii) the ability of the Borrower or any
Guarantor to perform its obligations under the Loan Documents, or (iii) the
validity or enforceability of any of the Loan Documents or the rights or
remedies of the Administrative Agent, the LC Issuers or the Lenders
thereunder.

    “Material
Indebtedness” - see Section 7.5.

    “Modify” and “Modification” are
defined in Section
2.19.1.

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

    “Mortgage Indenture”
means the Mortgage and Deed of Trust, dated as of April 1, 1932, between SIGECO
and Bankers Trust Company (as supplemented from time to time before or after the
date hereof by various supplemental indentures thereto).

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

    “Net Mark-to-Market
Exposure” of a Person means, as of any date of determination, the excess
(if any) of all unrealized losses over all unrealized profits of such Person
arising from Rate Hedging Agreements or other Financial
Contracts.  “Unrealized losses” means the fair market value of the
cost to such Person of replacing such Rate Hedging Agreement or other Financial
Contract as of the date of determination (assuming the Rate Hedging Agreement or
other Financial Contract were to be terminated as of that date), and “unrealized
profits” means the fair market value of the gain to such Person of replacing
such Rate Hedging Agreement or other Financial Contract as of the date of
determination (assuming such Rate Hedging Agreement or other Financial Contract
were to be terminated as of that date).

    “Non-U.S. Lender” -
see Section 3.5(iv).

    “Notes” means the
Notes, each substantially in the form of Exhibit A hereto,
duly executed by the Borrower to the respective Lenders to evidence the Credit
Extensions, including any and all renewals, extensions, replacements and
modifications thereof.

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

    “Other Taxes” - see
Section 3.5(ii).

    “Outstanding Credit
Exposure” means, as to any Lender at any time, the sum of (i) the
aggregate principal amount of its Loans outstanding at such time, plus (ii) an
amount equal to its Pro Rata Share of the LC Obligations at such
time.

    “Parent” means Vectren
Corporation, an Indiana corporation.

    “Participants” - see
Section 12.2.1.

    “Payment Date” means
the last Business Day of each month.

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

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

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

    “Pricing Schedule”
means the Schedule attached hereto identified as such.

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

    “Pro Rata Share”
means, as to any Lender, when used with reference to an aggregate or total
amount, an amount equal to the product of (a) such aggregate or total amount,
multiplied
by (b) a
fraction, the numerator of which shall be the sum of such Lender’s Commitment
(or, if the Commitments have been terminated, such Lender’s Outstanding Credit
Exposure) and the denominator of which shall be the Aggregate Commitment (or, if
the Commitments have been terminated, the Aggregate Outstanding Credit
Exposure).

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

    “Purchasers” - see
Section 12.3.1.

    “Rate Hedging
Agreement” means an agreement, device or arrangement providing for
payments which are related to fluctuations of interest rates, exchange rates or
forward rates, including, but not limited to, dollar-denominated or
cross-currency interest rate exchange agreements, forward currency exchange
agreements, interest rate cap or collar protection agreements, forward rate
currency or interest rate options, puts and warrants.

    “Rate Hedging
Obligations” of a Person means any and all obligations of such Person,
whether absolute or contingent and howsoever and whensoever created, arising,
evidenced or acquired (including all renewals, extensions and modifications
thereof and substitutions therefor), under (i) any and all Rate Hedging
Agreements, and (ii) any and all cancellations, buy backs, reversals,
terminations or assignments of any Rate Hedging Agreement.

    “Register” — see Section 12.3.4.

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

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

    “Reimbursement
Obligations” means, at any time, the aggregate of all obligations of the
Borrower then outstanding under Section 2.19 to
reimburse each LC Issuer for amounts paid by such LC Issuer in respect of any
one or more drawings under Facility LCs.

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

    “Reports” - see Section 9.6.

    “Required Lenders”
means Lenders in the aggregate having more than 50% of the Aggregate Commitment
or, if the Aggregate Commitment has been terminated, Lenders in the aggregate
holding more than 50% of the Aggregate Outstanding Credit Exposure.

    “Reserve Requirement”
means, with respect to an Interest Period, the maximum aggregate reserve
requirement (including all basic, supplemental, marginal and other reserves)
which is imposed under Regulation D on Eurocurrency liabilities.

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

    “Schedule” refers to a
specific schedule to this Agreement, unless another document is specifically
referenced.

    “Section” means a
numbered section of this Agreement, unless another document is specifically
referenced.

    “SIGECO” means
Southern Indiana Gas and Electric Company, an Indiana corporation.

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

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

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

    “Synthetic Lease
Obligation” means the monetary obligation of a Person under (i) a
so-called synthetic or off-balance sheet or tax retention lease or (ii) an
agreement for the use or possession of property creating obligations that do not
appear on the balance sheet of such Person but which, upon the insolvency or
bankruptcy of such Person, would be characterized as indebtedness of such Person
(without regard to accounting treatment).  The amount of Synthetic
Lease Obligations of any Person under any such lease or agreement shall be the
amount which would be shown as a liability on a balance sheet of such Person
prepared in accordance with Agreement Accounting Principles if such lease or
agreement were accounted for as a Capitalized Lease.

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

    “Transferee” - see
Section 12.4.

    “Type” means, with
respect to any Advance, its nature as a Floating Rate Advance or a Eurodollar
Advance and with respect to any Loan, its nature as a Floating Rate Loan or a
Eurodollar Loan.

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

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

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

    The
foregoing definitions shall be equally applicable to both the singular and
plural forms of the defined terms.

    ARTICLE
II

    THE
CREDITS

    2.1 Commitments.  Subject
to the terms and conditions of this Agreement and prior to the Facility
Termination Date, each Lender severally agrees, on the terms and conditions set
forth in this Agreement, to (i) make loans to the Borrower and (ii)
participate in Facility LCs issued upon the request of the Borrower, provided that, after
giving effect to the making of each such Loan and the issuance of each such
Facility LC, such Lender’s Outstanding Credit Exposure shall not exceed its
Commitment.  No requested Credit Extension shall cause the Aggregate
Outstanding Credit Exposure to exceed the Aggregate
Commitment.  Subject to the terms of this Agreement, the Borrower may
borrow, repay and reborrow such available amount under the Commitments at any
time prior to the Facility Termination Date.  The Commitments to lend
hereunder shall expire on the Facility Termination Date.  The Credit
Extensions made by the Lenders pursuant hereto shall be evidenced by the
Notes.  Each LC Issuer will issue Facility LCs hereunder on the terms
and conditions set forth in Section 2.19.

    2.2 Required Payments;
Clean-Down; Termination.  The Aggregate Outstanding Credit
Exposure and all other unpaid Obligations shall be paid in full by the Borrower
on the Facility Termination Date.  The Borrower shall cause the
aggregate amount of the Advances to not exceed zero for one Business Day in each
period of 364 consecutive days.

    2.3 Ratable
Loans.  Each Advance hereunder shall consist of Loans made from
the several Lenders in accordance with their respective Pro Rata
Shares.

    2.4 Types of
Advances.  The Advances may be Floating Rate Advances or
Eurodollar Advances, or a combination thereof, selected by the Borrower in
accordance with Sections 2.8 and
2.9.

    2.5 Facility Fee; Changes in
Aggregate Commitment.

    2.5.1 The
Borrower agrees to pay to the Administrative Agent for the account of each
Lender according to its Pro Rata Share a facility fee at a per annum rate equal
to the Applicable Fee Rate from and after the date hereof to and including the
Facility Termination Date on such Lender’s Commitment (regardless of usage) in
effect from time to time.  Such facility fees shall be payable in
arrears on the last Business Day of each quarter and on the Facility Termination
Date.

    2.5.2 The
Borrower may permanently reduce the Aggregate Commitment in whole, or in
part ratably among the Lenders in integral multiples of $5,000,000, upon at
least three Business Days’ prior written notice to the Administrative Agent,
which notice shall specify the amount of any such reduction, provided, however, that the amount of the
Aggregate Commitment may not be reduced below the Aggregate Outstanding
Credit Exposure.  All accrued facility fees shall be payable on the
effective date of any termination of the obligations of the Lenders to make
Credit Extensions hereunder.

    2.5.3 So long
as no Default or Unmatured Default exists or would result therefrom, the
Borrower may, from time to time, by means of a letter delivered to the
Administrative Agent substantially in the form of Exhibit E, and
acknowledged by the Guarantors, request that the Aggregate Commitment be
increased to up to $575,000,000 (less the amount of any previous reductions of
the Aggregate Commitment pursuant to Section 2.5.2 above)
by (a) increasing the Commitment of one or more Lenders that have agreed to such
increase and/or (b) adding one or more commercial banks or other Persons as a
party hereto (each an “Additional Lender”)
with a Commitment in an amount agreed to by any such Additional Lender; provided that no
Additional Lender shall be added as a party hereto without the written consent
of the Administrative Agent (which shall not be unreasonably
withheld).  Any increase in the Aggregate Commitment pursuant to this
Section 2.5.3
shall be effective three Business Days after the date on which the
Administrative Agent has received and accepted the applicable increase letter in
the form of Annex
1 to Exhibit
E (in the case of an increase in the Commitment of an existing Lender) or
assumption letter in the form of Annex 2 to Exhibit E (in the
case of the addition of an Additional Lender).  The Administrative
Agent shall promptly notify the Borrower and the Lenders of any increase in the
amount of the Aggregate Commitment pursuant to this Section 2.5.3 and of
the Commitment of each Lender after giving effect thereto.  The
Borrower acknowledges that, in order to maintain Advances in accordance with
each Lender’s pro rata share of all outstanding Advances prior to any increase
in the Aggregate Commitment pursuant to this Section 2.5.3, a
reallocation of the Commitments as a result of a non-pro-rata increase in the
Aggregate Commitment may require prepayment of all or portions of certain
Advances on the date of such increase (and any such prepayment shall be subject
to the provisions of Section
3.4).

    2.6 Minimum Amount of Each
Advance.  Each Eurodollar Advance shall be in the minimum
amount of $10,000,000 and in integral multiples of $1,000,000 (if in excess
thereof), and each Floating Rate Advance may be in the amount of $1,000,000
or an integral multiple thereof.  The Borrower shall not request a
Eurodollar Advance if, after giving effect thereto, more than seven separate
Eurodollar Advances would be outstanding.

    2.7 Optional Principal
Payments.  The Borrower may from time to time pay, without
penalty or premium, all outstanding Floating Rate Advances, or, in a minimum
aggregate amount of $1,000,000 or any integral multiple of $1,000,000 in excess
thereof, any portion of the outstanding Floating Rate Advances upon one Business
Day’s prior notice to the Administrative Agent.  The Borrower may from
time to time pay, subject to the payment of any funding indemnification amounts
required by Section 3.4 but
without penalty or premium, all outstanding Eurodollar Advances, or, in a
minimum aggregate amount of $5,000,000 or any integral multiple of $1,000,000 in
excess thereof, any portion of the outstanding Eurodollar Advances upon three
Business Days’ prior notice to the Administrative Agent.  Each
prepayment pursuant to this Section shall be made together with accrued and
unpaid interest to the date of such prepayment on the principal amount
paid.

    2.8 Method of Selecting Types
and Interest Periods for New Advances.  The Borrower shall
select the Type of Advance and, in the case of each Eurodollar Advance, the
Interest Period applicable thereto from time to time.  The Borrower
shall give the Administrative Agent irrevocable notice (a “Borrowing Notice”)
not later than 10:00 a.m. (Chicago time) on the proposed Borrowing Date of each
Floating Rate Advance and three Business Days before the Borrowing Date for each
Eurodollar Advance, specifying:

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

    (ii) the
aggregate amount of such Advance,

    (iii) the Type
of Advance selected, and

    (iv) in the
case of each Eurodollar Advance, the Interest Period applicable
thereto.

    Any
notice received later than 10:00 a.m. (Chicago time) on any day shall be deemed
to be received on the following Business Day.  The Administrative
Agent shall notify the Lenders of the Borrower’s intent to borrow by 12:00 p.m.
(Chicago time) on the date it receives a timely Borrowing Notice from the
Borrower.  Not later than 2:00 p.m. (Chicago time) on each Borrowing
Date, each Lender shall make available its Loan or Loans in immediately
available funds to the Administrative Agent at its address specified pursuant to
Article
XIV.  The Administrative Agent will make the funds so received
from the Lenders available to the Borrower at the Administrative Agent’s
aforesaid address.

    2.9 Conversion and Continuation
of Outstanding Advances.  Floating Rate Advances shall continue
as Floating Rate Advances unless and until such Floating Rate Advances are
converted into Eurodollar Advances pursuant to this Section 2.9 or
are repaid in accordance with Section 2.7.  Each
Eurodollar Advance shall continue as a Eurodollar Advance until the end of the
then applicable Interest Period therefor, at which time such Eurodollar Advance
shall be automatically converted into a Floating Rate Advance unless (x) such
Eurodollar Advance is or was repaid in accordance with Section 2.7 or (y)
the Borrower shall have given the Administrative Agent a Conversion/Continuation
Notice (as defined below) requesting that, at the end of such Interest Period,
such Eurodollar Advance continue as a Eurodollar Advance for the same or another
Interest Period. Subject to the terms of Section 2.6, the
Borrower may elect from time to time to convert all or any part of a
Floating Rate Advance into a Eurodollar Advance.  The Borrower shall
give the Administrative Agent irrevocable notice (a “Conversion/Continuation
Notice”) of each conversion of a Floating Rate Advance into a Eurodollar
Advance or continuation of a Eurodollar Advance not later than 10:00 a.m.
(Chicago time) at least three Business Days prior to the date of the requested
conversion or continuation, specifying:

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

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

    (iii) the
amount of such Advance which is to be converted into or continued as a
Eurodollar Advance and the duration of the Interest Period applicable
thereto.

    2.10 Changes in Interest Rate,
etc.  Each Floating Rate Advance shall bear interest on the
outstanding principal amount thereof, for each day from and including the date
such Advance is made or is automatically converted from a Eurodollar Advance
into a Floating Rate Advance pursuant to Section 2.9, to but
excluding the date it is paid or is converted into a Eurodollar Advance pursuant
to Section 2.9,
at a rate per annum equal to the Floating Rate for such day.  Changes
in the rate of interest on that portion of any Advance maintained as a Floating
Rate Advance will take effect simultaneously with each change in the Alternate
Base Rate.  Each Eurodollar Advance shall bear interest on the
outstanding principal amount thereof from and including the first day of each
Interest Period applicable thereto to (but not including) the last day of such
Interest Period at the interest rate determined by the Administrative Agent as
applicable to such Eurodollar Advance based upon the Borrower’s selections under
Sections 2.8
and 2.9 and
otherwise in accordance with the terms hereof.  No Interest Period may
end after the Facility Termination Date.

    2.11 Rates Applicable After
Default.   Notwithstanding anything to the contrary
contained in Section
2.8, 2.9
or 2.10, during
the continuance of a Default or Unmatured Default the Required Lenders may, at
their option, by notice to the Borrower (which notice may be revoked at the
option of the Required Lenders notwithstanding any provision of Section 8.3 requiring
unanimous consent of the Lenders to changes in interest rates), declare that no
Advance may be made as, converted into or continued as a Eurodollar
Advance.  During the continuance of a Default the Required Lenders
may, at their option, by notice to the Borrower (which notice may be revoked at
the option of the Required Lenders notwithstanding any provision of Section 8.3 requiring
unanimous consent of the Lenders to changes in interest rates), declare that (i)
each Eurodollar Advance shall bear interest for the remainder of the applicable
Interest Period at the rate otherwise applicable to such Interest Period plus 2%
per annum, (ii) each Floating Rate Advance shall bear interest at a rate per
annum equal to the Floating Rate in effect from time to time plus 2% per annum and
(iii) the LC Fee shall be increased by 2% per annum,  provided that, during
the continuance of a Default under Section 7.6 or 7.7, the interest
rates set forth in clauses (i) and (ii) above and the
increase in the LC Fee set forth in clause (iii) above
shall be applicable to all Credit Extensions without any election or action on
the part of the Administrative Agent or any Lender.

    2.12 Method of
Payment.  All payments of the Obligations hereunder shall be
made, without setoff, deduction, or counterclaim, and without relief from
valuation and appraisement laws, in immediately available funds to the
Administrative Agent at the Administrative Agent’s address specified pursuant to
Article XIV, or
at any other Lending Installation of the Administrative Agent specified in
writing by the Administrative Agent to the Borrower, by noon (Chicago time) on
the date when due and shall (except in the case of Reimbursement Obligations for
which an LC Issuer has not been fully indemnified by the Lenders, or as
otherwise specifically required hereunder) be applied ratably by the
Administrative Agent among the Lenders.  Each payment delivered to the
Administrative Agent for the account of any Lender shall be delivered promptly
by the Administrative Agent to such Lender in the same type of funds that the
Administrative Agent received at its address specified pursuant to Article XIV or at any
Lending Installation specified in a notice received by the Administrative Agent
from such Lender.  The Administrative Agent is hereby authorized to
charge the account of the Borrower maintained with JPMCB for each payment of
principal, interest, Reimbursement Obligations and fees as it becomes due
hereunder.  Each reference to the Administrative Agent in this Section 2.12 shall
also be deemed to refer, and shall apply equally, to each LC Issuer, in the case
of payments required to be made by the Borrower to such LC Issuer pursuant to
Section
2.19.6.

    2.13 Notes; Telephonic
Notices.   Each Lender is hereby authorized to record the
principal amount of each of its Credit Extensions and each repayment on any
schedule attached to its Note (and each such record shall be conclusive, absent
manifest error), provided, however, that neither
the failure to so record nor any error in such recordation shall affect the
Borrower’s obligations under such Note.  The Borrower hereby
authorizes the Lenders and the Administrative Agent to extend, convert or
continue Advances, effect selections of Types of Advances and to transfer funds
based on telephonic notices made by any person or persons the Administrative
Agent or any Lender believes in good faith to be acting on behalf of the
Borrower, it being understood that the foregoing authorization is specifically
intended to allow Borrowing Notices and Conversion/Continuation Notices to be
given telephonically.  The Borrower agrees to deliver promptly to the
Administrative Agent a written confirmation, if such confirmation is requested
by the Administrative Agent or any Lender, of each telephonic notice signed by
an Authorized Officer of the Borrower.  If the written confirmation
differs in any material respect from the action taken by the Administrative
Agent and the Lenders, the records of the Administrative Agent and the Lenders
shall govern absent manifest error.

    2.14 Interest Payment Dates;
Interest and Fee Basis.  Interest accrued on each Floating Rate
Advance shall be payable on each Payment Date, commencing with the first such
date to occur after the date hereof, on any date on which such Advance is
prepaid, whether due to acceleration or otherwise, and at maturity. Interest
accrued on each Eurodollar Advance shall be payable on the last day of its
applicable Interest Period, or any date on which the Eurodollar Advance is
prepaid, whether by acceleration or otherwise, and on the Facility Termination
Date.  Interest accrued on each Eurodollar Advance having an Interest
Period longer than three (3) months shall also be payable on the last day of
each three (3) month interval during such Interest Period.  Interest,
facility fees and LC Fees shall be calculated for actual days elapsed on the
basis of a 360-day year.  Interest shall be payable for the day an
Advance is made but not for the day of any payment on the amount paid if payment
is received prior to noon (Chicago time) at the place of payment. If any payment
of principal of or interest on an Advance shall become due on a day which is not
a Business Day, then (subject to the second proviso of the
definition of “Interest Period”) such payment shall be made on the next
succeeding Business Day and, in the case of a principal payment, such extension
of time shall be included in computing interest in connection with such
payment.

    2.15 Notification of Advances,
Interest Rates, Prepayments and Commitment
Reductions.  Promptly after receipt thereof, the Administrative
Agent will notify each Lender of the contents of each Aggregate Commitment
reduction notice, Borrowing Notice, Conversion/Continuation Notice and repayment
notice received by it hereunder.  Promptly after notice from an LC
Issuer, the Administrative Agent will notify each Lender of the contents of each
request for issuance of a Facility LC hereunder.  The Administrative
Agent will notify each Lender of the interest rate applicable to each Eurodollar
Advance promptly upon determination of such interest rate and will give each
Lender prompt notice of each change in the Alternate Base Rate.  Each
determination by the Administrative Agent of the applicable interest rate shall
be binding and conclusive absent manifest error.

    2.16 Lending
Installations.  Each Lender may book its Loans and its
participation in any LC Obligations and each LC Issuer may book the Facility LCs
at any Lending Installation selected by such Lender or such LC Issuer, as the
case may be, and may change its Lending Installation from time to
time.  All terms of this Agreement shall apply to any such Lending
Installation and the Loans, Facility LCs, participations in LC Obligations and
any Notes issued hereunder shall be deemed held by each Lender for the benefit
of such Lending Installation.  Each Lender and each LC Issuer may, by
written notice to the Administrative Agent and the Borrower in accordance with
Article XIV,
designate replacement or additional Lending Installations through which Loans
will be made by it or Facility LCs will be issued by it and for whose account
Loan payments or payments with respect of Facility LCs are to be
made.

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

    2.18 Use of
Proceeds.  The proceeds of the Credit Extensions shall be used
for general corporate purposes not prohibited by this Agreement.

    2.19 Facility
LCs.

    2.19.1 Issuance.  Each
LC Issuer hereby agrees, on the terms and conditions set forth in this
Agreement, to issue standby and commercial letters of credit (each, a “Facility LC”) and to
renew, extend, increase, decrease or otherwise modify each Facility LC issued by
it (“Modify,”
and each such action a “Modification”), from
time to time from and including the date of this Agreement and prior to the
Facility Termination Date upon the request of the Borrower; provided that
immediately after each such Facility LC is issued or Modified, (i) the aggregate
amount of the outstanding LC Obligations shall not exceed $250,000,000, (ii) the
Aggregate Outstanding Credit Exposure shall not exceed the Aggregate Commitment
and (iii) the aggregate amount of the outstanding LC Obligations issued by each
LC Issuer shall not exceed such LC Issuer’s LC Commitment.  No
Facility LC shall have an expiry date later than the earlier of (x) the fifth
Business Day prior to the Facility Termination Date and (y) one year after its
issuance; it being
understood that if the Borrower so requests in any applicable Facility LC
Application, each LC Issuer may, in its sole and absolute discretion, agree to
issue a Facility LC that has automatic extension provisions, provided that any
such Facility LC must permit such LC Issuer to prevent any such extension at
least once in each twelve-month period (commencing with the date of issuance of
such Facility LC) by giving notice to the beneficiary thereof not later than a
day in each such twelve-month period to be agreed upon at the time such Facility
LC is issued, and provided, further, that no
Facility LC may have its expiry date extended to a date later than the date
referred to in clause
(x) above.

    2.19.2 Participations.  Upon
the issuance or Modification by an LC Issuer of a Facility LC in accordance with
this Section
2.19, such LC Issuer shall be deemed, without further action by any party
hereto, to have unconditionally and irrevocably sold to each Lender, and each
Lender shall be deemed, without further action by any party hereto, to have
unconditionally and irrevocably purchased from such LC Issuer, a participation
in such Facility LC (and each Modification thereof) and the related LC
Obligations in proportion to its Pro Rata Share.

    2.19.3 Notice.  Subject
to Section
2.19.1, the Borrower shall give the applicable LC Issuer notice prior to
10:00 a.m. (Chicago time) at least five Business Days prior to the proposed date
of issuance or Modification of each Facility LC, specifying the beneficiary, the
proposed date of issuance (or Modification) and the expiry date of such Facility
LC, and describing the proposed terms of such Facility LC and the nature of the
transactions proposed to be supported thereby.  Upon receipt of such
notice, such LC Issuer shall promptly notify the Administrative Agent, and the
Administrative Agent shall promptly notify each Lender, of the contents thereof
and of the amount of such Lender’s participation in such proposed Facility
LC.  The issuance or Modification by an LC Issuer of any Facility LC
shall, in addition to the conditions precedent set forth in Article IV (the
satisfaction of which such LC Issuer shall have no duty to ascertain), be
subject to the conditions precedent that such Facility LC shall be satisfactory
to such LC Issuer and that the Borrower shall have executed and delivered such
application agreement and/or such other instruments and agreements relating to
such Facility LC as such LC Issuer shall have reasonably requested (each, a
“Facility LC
Application”).  In the event of any conflict between the terms
of this Agreement and the terms of any Facility LC Application, the terms of
this Agreement shall control.

    2.19.4 LC
Fees.  The Borrower shall pay to the Administrative Agent, for
the account of the Lenders ratably in accordance with their respective Pro Rata
Shares, (i) with respect to each standby Facility LC, a letter of credit
fee at a per annum rate equal to the Applicable Margin for Eurodollar Loans in
effect from time to time on the average daily undrawn stated amount under such
standby Facility LC, such fee to be payable in arrears on each Payment Date and
(ii) with respect to each commercial Facility LC, a one-time letter of
credit fee in an amount equal to 0.35% of the initial stated amount (or, with
respect to a Modification of any such commercial Facility LC which increases the
stated amount thereof, such increase in the stated amount) thereof, such fee to
be payable on the date of such issuance or increase (each such fee described in
this sentence, an “LC
Fee”).  The Borrower shall also pay to each LC Issuer for its
own account (x) at the time of issuance of each Facility LC, a fronting fee in
an amount to be agreed upon between such LC Issuer and the Borrower, and (y)
documentary and processing charges in connection with the issuance or
Modification of and draws under Facility LCs in accordance with such LC Issuer’s
standard schedule for such charges as in effect from time to time.

    2.19.5 Administration;
Reimbursement by Lenders.  Upon receipt from the beneficiary of
any Facility LC of any demand for payment under such Facility LC, the LC Issuer
that issued such Facility LC shall notify the Administrative Agent and the
Administrative Agent shall promptly notify the Borrower and each other Lender as
to the amount to be paid by such LC Issuer as a result of such demand and the
proposed payment date (the “LC Payment
Date”).  The responsibility of each LC Issuer to the Borrower
and each Lender shall be only to determine that the documents (including each
demand for payment) delivered under each Facility LC in connection with such
presentment shall be in conformity in all material respects with such Facility
LC.  Each LC Issuer shall endeavor to exercise the same care in the
issuance and administration of the Facility LCs issued by it as it does with
respect to letters of credit in which no participations are granted, it being
understood that in the absence of any gross negligence or willful misconduct by
such LC Issuer, each Lender shall be unconditionally and irrevocably liable
without regard to the occurrence of any Default or any condition precedent
whatsoever, to reimburse such LC Issuer on demand for (i) such Lender’s Pro Rata
Share of the amount of each payment made by such LC Issuer under each Facility
LC issued by such LC Issuer to the extent such amount is not reimbursed by the
Borrower pursuant to Section 2.19.6 below,
plus (ii) interest on the foregoing amount to be reimbursed by such Lender, for
each day from the date of such LC Issuer’s demand for such reimbursement (or, if
such demand is made after 11:00 a.m. (Chicago time) on such date, from the next
succeeding Business Day) to the date on which such Lender pays the amount to be
reimbursed by it, at a rate of interest per annum equal to the Federal Funds
Effective Rate for the first three days and, thereafter, at a rate of interest
equal to the rate applicable to Floating Rate Advances.

    2.19.6 Reimbursement by
Borrower.  The Borrower shall be irrevocably and
unconditionally obligated to reimburse each LC Issuer on or before the
applicable LC Payment Date for any amounts to be paid by such LC Issuer upon any
drawing under any Facility LC issued by such LC Issuer, without presentment,
demand, protest or other formalities of any kind; provided that neither
the Borrower nor any Lender shall hereby be precluded from asserting any claim
for direct (but not consequential) damages suffered by the Borrower or such
Lender to the extent, but only to the extent, caused by (i) the willful
misconduct or gross negligence of such LC Issuer in determining whether a
request presented under any Facility LC issued by it complied with the terms of
such Facility LC or (ii) such LC Issuer’s failure to pay under any Facility LC
issued by it after the presentation to it of a request strictly complying with
the terms and conditions of such Facility LC.  All such amounts paid
by an LC Issuer and remaining unpaid by the Borrower shall bear interest,
payable on demand, for each day until paid at a rate per annum equal to (x) the
rate applicable to Floating Rate Advances for such day if such day falls on or
before the applicable LC Payment Date and (y) the sum of 2% plus the rate
applicable to Floating Rate Advances for such day if such day falls after such
LC Payment Date.  Each LC Issuer will pay to each Lender ratably in
accordance with its Pro Rata Share all amounts received by it from the Borrower
for application in payment, in whole or in part, of the Reimbursement Obligation
in respect of any Facility LC issued by such LC Issuer, but only to the extent
such Lender has made payment to such LC Issuer in respect of such Facility LC
pursuant to Section
2.19.5.  Subject to the terms and conditions of this Agreement
(including without limitation the submission of a Borrowing Notice in compliance
with Section
2.8 and the satisfaction of the applicable conditions precedent set forth
in Article IV),
the Borrower may request an Advance hereunder for the purpose of satisfying any
Reimbursement Obligation.

    2.19.7 Obligations
Absolute.  The Borrower’s obligations under this Section 2.19
shall be absolute and unconditional under any and all circumstances and
irrespective of any setoff, counterclaim or defense to payment which the
Borrower may have or have had against any LC Issuer, any Lender or any
beneficiary of a Facility LC.  The Borrower further agrees with the LC
Issuers and the Lenders that the LC Issuers and the Lenders shall not be
responsible for, and the Borrower’s Reimbursement Obligation in respect of any
Facility LC shall not be affected by, among other things, the validity or
genuineness of documents or of any endorsements thereon, even if such documents
should in fact prove to be in any or all respects invalid, fraudulent or forged,
or any dispute between or among the Borrower, any of its Affiliates, the
beneficiary of any Facility LC or any financing institution or other party to
whom any Facility LC may be transferred or any claim or defense whatsoever of
the Borrower or of any of its Affiliates against the beneficiary of any Facility
LC or any such transferee.  No LC Issuer shall be liable for any
error, omission, interruption or delay in transmission, dispatch or delivery of
any message or advice, however transmitted, in connection with any Facility
LC.  The Borrower agrees that any action taken or omitted by any LC
Issuer or any Lender under or in connection with each Facility LC and the
related drafts and documents, if done without gross negligence or willful
misconduct, shall be binding upon the Borrower and shall not put any LC Issuer
or any Lender under any liability to the Borrower.  Nothing in this
Section 2.19.7
is intended to limit the right of the Borrower to make a claim against an LC
Issuer for damages as contemplated by the proviso to the first
sentence of Section
2.19.6.

    2.19.8 Actions of LC
Issuer.  Each LC Issuer shall be entitled to rely, and shall be
fully protected in relying, upon any Facility LC, draft, writing, resolution,
notice, consent, certificate, affidavit, letter, cablegram, telegram, telecopy,
telex or teletype message, statement, order or other document believed by it to
be genuine and correct and to have been signed, sent or made by the proper
Person or Persons, and upon advice and statements of legal counsel, independent
accountants and other experts selected by such LC Issuer.  Each LC
Issuer shall be fully justified in failing or refusing to take any action under
this Agreement unless it shall first have received such advice or concurrence of
the Required Lenders as it reasonably deems appropriate or it shall first be
indemnified to its reasonable satisfaction by the Lenders against any and all
liability and expense which may be incurred by it by reason of taking or
continuing to take any such action. Notwithstanding any other provision of this
Section 2.19,
each LC Issuer shall in all cases be fully protected in acting, or in refraining
from acting, under this Agreement in accordance with a request of the Required
Lenders, and such request and any action taken or failure to act pursuant
thereto shall be binding upon the Lenders and any future holders of a
participation in any Facility LC.

    2.19.9 Indemnification.  The
Borrower hereby agrees to indemnify and hold harmless each Lender, each LC
Issuer and the Administrative Agent, and their respective directors, officers,
agents and employees from and against any and all claims and damages, losses,
liabilities, costs or expenses which such Lender, such LC Issuer or the
Administrative Agent may incur (or which may be claimed against such Lender,
such LC Issuer or the Administrative Agent by any Person whatsoever) by reason
of or in connection with the issuance, execution and delivery or transfer of or
payment or failure to pay under any Facility LC or any actual or proposed use of
any Facility LC, including, without limitation, any claims, damages, losses,
liabilities, costs or expenses which any LC Issuer may incur by reason of or in
connection with (i) the failure of any other Lender to fulfill or comply
with its obligations to the LC Issuers hereunder (but nothing herein contained
shall affect any rights the Borrower may have against any defaulting Lender) or
(ii) by reason of or on account of any LC Issuer issuing any Facility LC
which specifies that the term “Beneficiary” included therein includes any
successor by operation of law of the named Beneficiary, but which Facility LC
does not require that any drawing by any such successor Beneficiary be
accompanied by a copy of a legal document, satisfactory to such LC Issuer,
evidencing the appointment of such successor Beneficiary; provided that the
Borrower shall not be required to indemnify any Lender, any LC Issuer or the
Administrative Agent for any claims, damages, losses, liabilities, costs or
expenses to the extent, but only to the extent, caused by (x) the willful
misconduct or gross negligence of such LC Issuer in determining whether a
request presented under any Facility LC complied with the terms of such Facility
LC or (y) such LC Issuer’s failure to pay under any Facility LC after the
presentation to it of a request strictly complying with the terms and conditions
of such Facility LC.  Nothing in this Section 2.19.9 is
intended to limit the obligations of the Borrower under any other provision of
this Agreement.

    2.19.10 Lenders’
Indemnification.  Each Lender shall, ratably in accordance with
its Pro Rata Share, indemnify each LC Issuer, its affiliates and their
respective directors, officers, agents and employees (to the extent not
reimbursed by the Borrower) against any cost, expense (including reasonable
counsel fees and disbursements), claim, demand, action, loss or liability
(except such as result from such indemnitees’ gross negligence or willful
misconduct or such LC Issuer’s failure to pay under any Facility LC after the
presentation to it of a request strictly complying with the terms and conditions
of the Facility LC) that such indemnitees may suffer or incur in connection with
this Section
2.19 or any action taken or omitted by such indemnitees
hereunder.

    2.19.11 Facility LC Collateral
Account.  To the extent provided in Section 8.1, the
Required Lenders or the Administrative Agent at the direction of the Required
Lenders may demand that the Borrower immediately pay to the Administrative Agent
an amount equal to the aggregate outstanding amount of the LC Obligations and
the Borrower shall immediately upon any such demand make such payment to the
Administrative Agent to be held in a special collateral account (the “Facility LC Collateral
Account”) at the Administrative Agent’s office at the address specified
pursuant to Article
XIV, in the name of the Borrower but under the sole dominion and control
of the Administrative Agent, for the benefit of the Lenders and in which the
Borrower shall have no interest other than as set forth in Section
8.1.  The Borrower hereby pledges, assigns and grants to the
Administrative Agent, on behalf of and for the ratable benefit of the Lenders
and the LC Issuers, a security interest in all of the Borrower’s right, title
and interest in and to all funds which may from time to time be on deposit in
the Facility LC Collateral Account to secure the prompt and complete payment and
performance of the Obligations.  The Administrative Agent will invest
any funds on deposit from time to time in the Facility LC Collateral Account in
certificates of deposit of JPMCB having a maturity not exceeding 30
days.  Nothing in this Section 2.19.11 shall
limit the right of the Administrative Agent to release any funds held in the
Facility LC Collateral Account in each case other than as required by Section
8.1.

    2.19.12 Rights as a
Lender.  In its capacity as a Lender, each LC Issuer shall have
the same rights and obligations as any other Lender.

    2.20 Extension of Facility
Termination Date.

    2.20.1 The
Borrower may request a one year extension of the then-scheduled Facility
Termination Date by submitting a request for an extension to the Administrative
Agent (an “Extension
Request”) no more than 90 days prior to any anniversary of the date of
this Agreement; provided that the
Borrower may make no more than two such requests.  Any Extension
Request shall specify the date (which must be at least 30 days after the
Extension Request is delivered to the Administrative Agent) as of which the
Lenders must respond to such Extension Request (the “Response
Date”).  Promptly upon receipt of an Extension Request, the
Administrative Agent shall notify each Lender of the contents
thereof.  Each Lender shall, not later than the Response Date for any
Extension Request, deliver a written response to the Administrative Agent
approving or rejecting such Extension Request (and any Lender that fails to
deliver such a response by the Response Date shall be deemed to have rejected
such Extension Request).  If Lenders that have Pro Rata Shares of more
than 50% approve an Extension Request (which approval shall be at the sole
discretion of each Lender), then the scheduled Facility Termination Date for
each such approving Lender shall be extended to the date that is one year after
the previously scheduled Facility Termination Date (but the scheduled Facility
Termination Date for each other Lender shall remain unchanged).  If
Lenders that have Pro Rata Shares of 50% or more reject an Extension Request,
then the Facility Termination Date for all Lenders shall remain
unchanged.

    2.20.2 If a
Lender does not approve an Extension Request (any such Lender, a “Non-Consenting
Lender”), the Borrower may elect to replace such Non-Consenting Lender as
a Lender party to this Agreement, provided that no
Default or Unmatured Default shall have occurred and be continuing at the time
of such replacement, and provided further that,
concurrently with such replacement, another bank or other entity reasonably
satisfactory to the Borrower, the LC Issuers and the Administrative Agent shall
enter into an assignment agreement substantially in the form of Exhibit E in
compliance with the requirements of Section
12.3.

    2.20.3 Notwithstanding
the foregoing, no extension of the Facility Termination Date pursuant to this
Section 2.20
shall become effective as to any Lender unless (a) no Default or Unmatured
Default shall have occurred and be continuing as of the date of such extension;
and (b) the representations and warranties in Article V shall be
true and correct as of the date of such extension (except to the extent that any
such representation or warranty is expressly stated to have been made as of a
specific date, in which case such representation or warranty shall be true and
correct as of such specific date).

    ARTICLE
III

    YIELD PROTECTION;
TAXES

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

    (i) subjects
any Lender or any applicable Lending Installation or any LC Issuer to any Taxes,
or changes the basis of taxation of payments (other than with respect to
Excluded Taxes) to any Lender or any LC Issuer in respect of its Eurodollar
Loans, Facility LCs or participations therein, or

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

    (iii) imposes
any other condition the result of which is to increase the cost to any Lender or
any applicable Lending Installation or any LC Issuer of making, funding or
maintaining its Eurodollar Loans, or of issuing or participating in Facility
LCs, or reduces any amount receivable by any Lender or any applicable Lending
Installation or any LC Issuer in connection with its Eurodollar Loans, Facility
LCs or participations therein, or requires any Lender or any applicable Lending
Installation or any LC Issuer to make any payment calculated by reference to the
amount of Eurodollar Loans, Facility LCs or participations therein held or
interest or fees received by it, by an amount deemed material by such Lender or
such LC Issuer, as the case may be,

    and the
result of any of the foregoing is to increase the cost to such Lender or
applicable Lending Installation or such LC Issuer, as the case may be, of making
or maintaining its Eurodollar Loans or Commitment or of issuing or participating
in Facility LCs, or to reduce the return received by such Lender or applicable
Lending Installation or such LC Issuer, as the case may be, in connection with
such Eurodollar Loans, Commitment, Facility LCs or participations therein, then,
within 15 days of demand by such Lender or such LC Issuer, as the case may be,
the Borrower shall pay such Lender or such LC Issuer, as the case may be, such
additional amount or amounts as will compensate such Lender or such LC Issuer,
as the case may be, for such increased cost or reduction in amount
received.

    3.2 Changes in Capital Adequacy
Regulations.  If a Lender or an LC Issuer determines the amount
of capital required or expected to be maintained by such Lender or such LC
Issuer, any Lending Installation of such Lender or such LC Issuer, or any
corporation controlling such Lender or such LC Issuer, is increased as a result
of a Change, then, within 15 days of demand by such Lender or such LC Issuer,
the Borrower shall pay such Lender or such LC Issuer the amount necessary to
compensate for any shortfall in the rate of return on the portion of such
increased capital which such Lender or such LC Issuer determines is attributable
to this Agreement, its Outstanding Credit Exposure or its Commitment to make
Loans and issue or participate in Facility LCs, as the case may be, hereunder
(after taking into account such Lender’s or such LC Issuer’s policies as to
capital adequacy).  “Change” means (i) any
change after the date of this Agreement in the Risk-Based Capital Guidelines or
(ii) any adoption of or change in any other law, governmental or
quasi-governmental rule, regulation, policy, guideline, interpretation or
directive (whether or not having the force of law) after the date of this
Agreement which affects the amount of capital required or expected to be
maintained by any Lender or any LC Issuer or any Lending Installation or any
corporation controlling any Lender or any LC Issuer.  “Risk-Based Capital
Guidelines” means (i) the risk-based capital guidelines in effect in the
United States on the date of this Agreement, including transition rules, and
(ii) the corresponding capital regulations promulgated by regulatory authorities
outside the United States implementing the July 1988 report of the Basle
Committee on Banking Regulation and Supervisory Practices entitled
“International Convergence of Capital Measurements and Capital Standards,”
including transition rules, and any amendments to such regulations adopted prior
to the date of this Agreement.

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

    3.4 Funding
Indemnification.  If any payment of a Eurodollar Advance occurs
on a date which is not the last day of the applicable Interest Period, whether
because of acceleration, prepayment or otherwise, or a Eurodollar Advance is not
made on the date specified by the Borrower for any reason other than default by
the Lenders, the Borrower will indemnify each Lender for any loss or cost
incurred by it resulting therefrom, including, without limitation, any loss or
cost in liquidating or employing deposits acquired to fund or maintain such
Eurodollar Advance.

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

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

    (iii) The
Borrower hereby agrees to indemnify the Administrative Agent, each LC Issuer and
each Lender for the full amount of Taxes or Other Taxes (including, without
limitation, any Taxes or Other Taxes imposed on amounts payable under this Section 3.5)
paid by the Administrative Agent, such LC Issuer or such Lender as a result of
its Commitment, any Loans made by it hereunder, or otherwise in connection with
its participation in this Agreement and any liability (including penalties,
interest and expenses) arising therefrom or with respect thereto. Payments due
under this indemnification shall be made within 30 days of the date the
Administrative Agent, such LC Issuer or such Lender makes demand therefor
pursuant to Section 3.6.

    (iv) Each
Lender that is not incorporated under the laws of the United States of America
or a state thereof (each a “Non-U.S. Lender”)
agrees that it will, not less than ten Business Days after the date of this
Agreement (or in the case of a Non-U.S. Lender that becomes a party hereto after
the date hereof, within 10 Business Days of the effective date of the assignment
by which it becomes a Lender), (i) deliver to each of the Borrower and the
Administrative Agent two duly completed copies of United States Internal Revenue
Service Form W-8ECI or W-8BEN, certifying in either case that such Lender is
entitled to receive payments under this Agreement without deduction or
withholding of any United States federal income taxes, and (ii) deliver to each
of the Borrower and the Administrative Agent a United States Internal Revenue
Form W-8 or W-9, as the case may be, and certify that it is entitled to an
exemption from United States backup withholding tax. Each Non-U.S. Lender
further undertakes to deliver to each of the Borrower and the Administrative
Agent (x) renewals or additional copies of such form (or any successor
form) on or before the date that such form expires or becomes obsolete, and
(y) after the occurrence of any event requiring a change in the most recent
forms so delivered by it, such additional forms or amendments thereto as
may be reasonably requested by the Borrower or the Administrative
Agent.  All forms or amendments described in the preceding sentence
shall certify that such Lender is entitled to receive payments under this
Agreement without deduction or withholding of any United States federal income
taxes, unless an
event (including without limitation any change in treaty, law or regulation) has
occurred prior to the date on which any such delivery would otherwise be
required which renders all such forms inapplicable or which would prevent such
Lender from duly completing and delivering any such form or amendment with
respect to it and such Lender advises the Borrower and the Administrative Agent
that it is not capable of receiving payments without any deduction or
withholding of United States federal income tax.

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

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

    (vii) If the
U.S. Internal Revenue Service or any other governmental authority of the United
States or any other country or any political subdivision thereof asserts a claim
that the Administrative Agent did not properly withhold tax from amounts paid to
or for the account of any Lender (because the appropriate form was not delivered
or properly completed, because such Lender failed to notify the Administrative
Agent of a change in circumstances which rendered its exemption from withholding
ineffective, or for any other reason), such Lender shall indemnify the
Administrative Agent fully for all amounts paid, directly or indirectly, by the
Administrative Agent as tax, withholding therefor, or otherwise, including
penalties and interest, and including taxes imposed by any jurisdiction on
amounts payable to the Administrative Agent under this subsection, together with
all costs and expenses related thereto (including attorneys’ fees and time
charges of attorneys for the Administrative Agent, which attorneys may be
employees of the Administrative Agent).  The obligations of the
Lenders under this Section 3.5(vii)
shall survive the payment of the Obligations and termination of this
Agreement.

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

    3.7 Replacement of
Lenders.  If the Borrower is required to pay any additional
amount to any Lender or any governmental authority for the account of any Lender
pursuant to Section 3.5,
then the Borrower may, at its sole expense and effort, upon notice to such
Lender and the Administrative Agent, require such Lender to assign and delegate,
without recourse (in accordance with and subject to the restrictions contained
in Section 12.3),
all its interests, rights and obligations under this Agreement to an assignee
that shall assume such obligations (which assignee may be another Lender, if a
Lender accepts such assignment); provided that (i) the
Borrower shall have received the prior written consent of the Administrative
Agent and each LC Issuer, which consents shall not unrea­sonably be withheld
or delayed, (ii) such Lender shall have received payment of an amount equal to
the outstanding principal of its Loans and participations in Facility LCs and LC
Obligations, accrued interest thereon, accrued fees and all other amounts
payable to it hereunder, from the assignee (to the extent of such outstanding
principal and accrued interest and fees) or the Borrower (in the case of all
other amounts) and (iii) such assignment will result in a reduction in
payments made under Section
3.5.  A Lender shall not be required to make any such
assignment and delegation if, prior thereto, as a result of a waiver by such
Lender or otherwise, the circumstances entitling the Borrower to require
such  assignment and delegation cease to apply.

    ARTICLE
IV

    CONDITIONS
PRECEDENT

    4.1 Initial Credit
Extension.  The Lenders shall not be required to make the
initial Credit Extension hereunder unless the Borrower has furnished to the
Administrative Agent (with sufficient copies for the Lenders, in the case of all
documents):

    (i) Copies of
the articles or certificate of incorporation of the Borrower and each Guarantor,
as well as any other information required by Section 326 of the USA PATRIOT ACT
or necessary for the Administrative Agent or any Lender to verify the identity
of the Borrower and each Guarantor as required by Section 326 of the USA PATRIOT
Act, together with all amendments, and a certificate of existence/good standing,
as applicable, each certified by the appropriate governmental officer in its
jurisdiction of incorporation.

    (ii) Copies,
certified by the Secretary or Assistant Secretary of the Borrower and each
Guarantor, of its by-laws and of its Board of Directors’ resolutions and of
resolutions or actions of any other body authorizing the execution of the Loan
Documents.

    (iii) An
incumbency certificate, executed by the Secretary or Assistant Secretary of the
Borrower and each Guarantor, which shall identify by name and title and bear the
signatures of the Authorized Officers and any other officers of the Borrower and
each Guarantor authorized to sign the Loan Documents, upon which certificate the
Administrative Agent and the Lenders shall be entitled to rely until informed of
any change in writing by the Borrower or the applicable Guarantor.

    (iv) A
certificate, signed by the chief financial officer or treasurer of the Borrower,
stating that on the initial Credit Extension Date no Default or Unmatured
Default has occurred and is continuing.

    (v) A written
opinion of counsel to the Borrower and the Guarantors, addressed to the
Administrative Agent and the Lenders in the form approved by the Administrative
Agent.

    (vi) Notes
payable to the order of each of the Lenders.

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

    (viii) The
insurance certificate described in Section 5.18.

    (ix) The fees
due and payable in accordance with the Fee Letters.

    (x) If the
initial Credit Extension will be the issuance of a Facility LC, a properly
completed Facility LC Application.

    (xi) Evidence
that the Existing Credit Agreement has been terminated, and that all amounts
outstanding thereunder have been paid in full.

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

    4.2 Each Credit
Extension.  The Lenders shall not be required to make any
Credit Extension, unless on the applicable Credit Extension Date:

    (i) There
exists no Default or Unmatured Default.

    (ii) The
representations and warranties contained in Article V are true
and correct as of such Credit Extension Date except to the extent any such
representation or warranty is  stated to relate solely to an earlier
date, in which case such representation or warranty shall have been true and
correct on and as of such earlier date; provided that this
Section 4.2(ii)
shall not apply to the representations and warranties set forth in Section 5.5, clause (i) of the
first sentence of Section 5.7, the
second sentence of Section 5.7 and Section
5.16.

    Each
Borrowing Notice or request for issuance or amendment or extension of a Facility
LC with respect to each such Credit Extension shall constitute a representation
and warranty by the Borrower that the conditions contained in Sections 4.2(i) and
(ii) have been
satisfied.  Any Lender or any LC Issuer may require a duly
completed compliance certificate in substantially the form of Exhibit B as a
condition to making a Credit Extension.

    ARTICLE
V

    REPRESENTATIONS AND
WARRANTIES

    The
Borrower and each Guarantor represents and warrants to the Lenders
that:

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

    5.2 Authorization and
Validity.  Each of the Borrower and the Guarantors has the
power and authority and legal right to execute and deliver the Loan Documents to
which it is a party and to perform its obligations thereunder.  The
execution and delivery by each of the Borrower and each Guarantor of the Loan
Documents to which it is a party and the performance of its obligations
thereunder have been duly authorized by proper corporate proceedings, and the
Loan Documents to which each of the Borrower and any Guarantor is a party
constitute legal, valid and binding obligations of the Borrower and the
Guarantors enforceable against the Borrower and the Guarantors in accordance
with their terms, except as enforceability may be limited by bankruptcy,
insolvency or similar laws affecting the enforcement of creditors’ rights
generally.

    5.3 No Conflict; Government
Consent.  Neither the execution or delivery by the Borrower and
the Guarantors of the Loan Documents to which it is a party, nor the
consummation of the transactions therein contemplated, nor compliance with the
provisions thereof will violate (i) any law, rule, regulation, order, writ,
judgment, injunction, decree or award binding on the Borrower, any Guarantor or
any of their Subsidiaries, (ii) the Borrower’s, any Guarantor’s or any of their
Subsidiary’s articles or certificate of incorporation, partnership agreement,
certificate of partnership, articles or certificate of organization, by-laws, or
operating or other management agreement, as the case may be, or (iii) the
provisions of any indenture, instrument or agreement to which the Borrower, any
Guarantor or any of their Subsidiaries is a party or is subject, or by which it,
or its Property, is bound, or conflict with or constitute a default thereunder,
or result in, or require, the creation or imposition of any Lien in, of or on
the Property of the Borrower, any Guarantor or any such Subsidiary pursuant to
the terms of any such indenture, instrument or agreement.  No order,
consent, adjudication, approval, license, authorization, or validation of, or
filing, recording or registration with, or exemption by, or other action in
respect of any governmental or public body or authority, or any subdivision
thereof, which has not been obtained by the Borrower, any Guarantor or any of
their Subsidiaries, is required to be obtained by the Borrower, any Guarantor or
any of their Subsidiaries in connection with the execution and delivery of the
Loan Documents, the borrowings under this Agreement, the payment and performance
by the Borrower of the Obligations or the legality, validity, binding effect or
enforceability of any of the Loan Documents.

    5.4 Financial
Statements.  The December 31, 2004 consolidated financial
statements of the Borrower and its Subsidiaries heretofore delivered to the
Lenders were prepared in accordance with generally accepted accounting
principles in effect on the date such statements were prepared and fairly
present the consolidated financial condition and operations of the Borrower and
its Subsidiaries at such date and the consolidated results of their operations
for the period then ended.

    5.5 Material Adverse
Change.  Since December 31, 2004 there has been no change in
the business, Property, condition (financial or otherwise) or results of
operations of the Borrower and its Subsidiaries which could reasonably be
expected to have a Material Adverse Effect.

    5.6 Taxes.  The
Borrower and its Subsidiaries have filed all United States federal tax returns
and all other tax returns which are required to be filed and have paid all taxes
due pursuant to said returns or pursuant to any assessment received by the
Borrower or any of its Subsidiaries, except such taxes, if any, as are being
contested in good faith and as to which adequate reserves have been provided in
accordance with Agreement Accounting Principles and as to which no Lien
exists.  The Federal income tax liabilities of Indiana Energy, Inc.,
and its Subsidiaries, a predecessor of the Parent, and SIGCORP, Inc., and its
Subsidiaries, a predecessor of the Parent, have been finally determined (whether
by reason of completed audits or the statute of limitations having run) for all
fiscal years up to and including the fiscal years ended March 31, 2000 and
December 31, 1999, respectively.  No tax Liens have been filed and no
claims are being asserted with respect to any such taxes.  The
charges, accruals and reserves on the books of the Borrower and its Subsidiaries
in respect of any taxes or other governmental charges are adequate.

    5.7 Litigation and Contingent
Obligations.  Except as set forth on Schedule 5.7, there
is no litigation, arbitration, governmental investigation, proceeding or
inquiry pending or, to the knowledge of any of their officers, threatened
against or affecting the Borrower or any of its Subsidiaries which (i) could
reasonably be expected to have a Material Adverse Effect or (ii) seeks to
prevent, enjoin or delay the making of any Credit Extensions.  Other
than any liability incident to any litigation, arbitration or proceeding which
(i) could not reasonably be expected to have a Material Adverse
Effect,  (ii) is disclosed in the Form 10-K of the Parent for the
fiscal year ended December 31, 2004  or (iii) is set forth on Schedule 5.7, the
Borrower has no material contingent obligations not provided for or
disclosed in the financial statements referred to in Section 5.4.

    5.8 Subsidiaries.  Schedule 1 contains
an accurate list of all Subsidiaries of the Borrower as of the date of this
Agreement, setting forth their respective jurisdictions of organization and the
percentage of their respective capital stock or other ownership interests owned
by the Borrower or other Subsidiaries.  All of the issued and
outstanding shares of capital stock or other ownership interests of such
Subsidiaries have been (to the extent such concepts are relevant with respect to
such ownership interests) duly authorized and issued and are fully paid and
non-assessable.

    5.9 ERISA.  Neither
the Borrower nor any other member of the Controlled Group has incurred, or is
reasonably expected to incur, any withdrawal liability to Multiemployer Plans
that would reasonably be expected to have a Material Adverse
Effect.  Each Plan complies in all material respects with all
applicable requirements of law and regulations, no Reportable Event has
occurred with respect to any Plan, neither the Borrower nor any other member of
the Controlled Group has withdrawn from any Plan or initiated steps to do so,
and no steps have been taken to reorganize or terminate any
Plan.

    5.10 Accuracy of
Information.  No information, exhibit or report furnished
by the Borrower or any of its Subsidiaries to the Administrative Agent or to any
Lender in connection with the negotiation of, or compliance with, the Loan
Documents contained any material misstatement of fact or omitted to state a
material fact or any fact necessary to make the statements contained therein not
misleading.

    5.11 Regulation
U.  Margin stock (as defined in Regulation U) constitutes less
than 25% of the value of those assets of the Borrower and its Subsidiaries which
are subject to any limitation on sale, pledge, or other restriction
hereunder.

    5.12 Material
Agreements.  Neither the Borrower nor any Subsidiary thereof is
a party to any agreement or instrument or subject to any charter or other
corporate restriction which could reasonably be expected to have a Material
Adverse Effect.  Neither the Borrower nor any Subsidiary thereof is in
default in the performance, observance or fulfillment of any of the obligations,
covenants or conditions contained in (i) any agreement to which it is a party,
which default could reasonably be expected to have a Material Adverse Effect or
(ii) any agreement or instrument evidencing or governing
Indebtedness.

    5.13 Compliance With
Laws.  The Borrower and its Subsidiaries have complied with all
applicable statutes, rules, regulations, orders and restrictions of any domestic
or foreign government or any instrumentality or agency thereof having
jurisdiction over the conduct of their respective businesses or the ownership of
their respective Property except for any failure to comply with any of the
foregoing which could not reasonably be expected to have a Material Adverse
Effect.

    5.14 Ownership of
Properties.  Except as set forth on Schedule 2, on the
date of this Agreement, the Borrower and its Subsidiaries will have good title,
free of all Liens other than those permitted by Section 6.13, to
all of the Property and assets reflected in the Borrower’s most recent
consolidated financial statements provided to the Administrative Agent as owned
by the Borrower and its Subsidiaries.

    5.15 Plan Assets; Prohibited
Transactions.  The Borrower is not an entity deemed to hold
“plan assets” within the meaning of 29 C.F.R. § 2510.3-101 of an employee
benefit plan (as defined in Section 3(3) of ERISA) which is subject to
Title I of ERISA or any plan (within the meaning of Section 4975 of the
Code), and neither the execution of this Agreement nor the making of Credit
Extensions hereunder gives rise to a prohibited transaction within the meaning
of Section 406 of ERISA or Section 4975 of the Code.

    5.16 Environmental
Matters.  In the ordinary course of its business, the officers
of the Borrower consider the effect of Environmental Laws on the business of the
Borrower and its Subsidiaries, in the course of which they identify and evaluate
potential risks and liabilities accruing to the Borrower due to Environmental
Laws.  On the basis of this consideration, the Borrower has concluded
that, except as set forth on Schedule
5.16,  Environmental Laws cannot reasonably be expected to have
a Material Adverse Effect.  Except as set forth on Schedule 5.16,
neither the Borrower nor any of its Subsidiaries has received any notice to the
effect that its operations are not in material compliance with any of the
requirements of applicable Environmental Laws or are the subject of any federal
or state investigation evaluating whether any remedial action is needed to
respond to a release of any toxic or hazardous waste or substance into the
environment, which non-compliance or remedial action could reasonably be
expected to have a Material Adverse Effect.

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

    5.18 Insurance.  The
certificate signed by the President, Chief Financial Officer, Secretary or
Treasurer of the Borrower, that attests to the existence and adequacy of, and
summarizes, the property and casualty insurance program carried by the Borrower
with respect to itself and its Subsidiaries and that has been furnished by the
Borrower to the Administrative Agent and the Lenders, is complete and accurate
as of the date of this Agreement.  This summary includes the insurer’s
or insurers’ name(s), policy number(s), expiration date(s), amount(s) of
coverage, type(s) of coverage, exclusion(s), and deductibles.  This
summary also includes similar information, and describes any reserves, relating
to any self-insurance program that is in effect.

    5.19 Solvency.  (i)  Immediately
after the consummation of the transactions to occur on the date hereof and
immediately following the making of each Credit Extension, if any, made on the
date hereof and after giving effect to the application of the proceeds of such
Credit Extension, (a) the fair value of the assets of the Borrower and its
Subsidiaries on a consolidated basis, at a fair valuation, will exceed the debts
and liabilities, subordinated, contingent or otherwise, of the Borrower and its
Subsidiaries on a consolidated basis; (b) the present fair saleable value
of the property of the Borrower and its Subsidiaries on a consolidated basis
will be greater than the amount that will be required to pay the probable
liability of the Borrower and its Subsidiaries on a consolidated basis on their
debts and other liabilities, subordinated, continent or otherwise, as such debts
and other liabilities become absolute and matured; (c) the Borrower and its
Subsidiaries on a consolidated basis will be able to pay their debts and
liabilities, subordinated, contingent or otherwise, as such debts and
liabilities become absolute and matured; and (d) the Borrower and its
Subsidiaries on a consolidated basis will not have unreasonably small capital
with which to conduct the businesses in which they are engaged as such
businesses are now conducted and are proposed to be conducted after the date
hereof.

    (ii) The
Borrower does not intend to, or to permit any of its Subsidiaries to, and does
not believe that it or any of its Subsidiaries will, incur debts beyond its
ability to pay such debts as they mature, taking into account the timing of and
amounts of cash to be received by it or any such Subsidiary and the timing of
the amounts of cash to be payable on or in respect of its Indebtedness or the
Indebtedness of any such Subsidiary.

    5.20 Public Utility Holding
Company Act.  Neither the Borrower nor any Subsidiary is a
“registered holding company” or a “subsidiary company” of a “registered holding
company”, or an “affiliate” of a “registered holding company” or of a
“subsidiary company” of a “registered holding company”, within the meaning of
the Public Utility Holding Company Act of 1935, as amended.

    5.21 Existing Credit
Agreement.  All indebtedness under the Existing Credit
Agreement has been repaid in full, all commitments thereunder have been
terminated and such credit agreement and other related loan documents have been
terminated.

    5.22 Reportable
Transaction.  The Borrower does not intend to treat the Credit
Extensions and related transactions as being a “reportable transaction” (within
the meaning of Treasury Regulation Section 1.6011-4).  In the event
the Borrower determines to take any action inconsistent with such intention, it
will promptly notify the Administrative Agent thereof.

    ARTICLE
VI

    COVENANTS

    Until the
Obligations are paid in full, and so long as any Commitment is outstanding,
unless the Required Lenders shall otherwise consent in writing:

    6.1 Financial
Reporting.  The Borrower will maintain, for itself and each
Subsidiary, a system of accounting established and administered in accordance
with generally accepted accounting principles, and the Borrower will furnish to
the Lenders:

    (i) Within 90
days after the close of each of its fiscal years, an unqualified audit report
certified by independent certified public accountants acceptable to the Lenders,
prepared in accordance with Agreement Accounting Principles on a consolidated
basis for the Borrower and the Guarantors, including balance sheets as of the
end of such period, related statements of income and retained earnings, and a
consolidated statement of cash flows, accompanied by any management letter
prepared by said accountants.

    (ii) Within 45
days after the close of the first three quarterly periods of each of its fiscal
years, either (i) a consolidated unaudited balance sheet as at the close of each
such period and consolidated statements of income and retained earnings and a
statement of cash flows for the period from the beginning of such fiscal year to
the end of such quarter, all certified by its chief financial officer or (ii) if
the Borrower is then a “registrant” within the meaning of Rule 1-01 of
Regulation S-X of the Securities and Exchange Commission and required to file a
report on Form 10-Q with the Securities and Exchange Commission, a copy of the
Borrower’s report on Form 10-Q for such quarterly period.

    (iii) Together
with the financial statements required under Sections 6.1(i) and
(ii), a
compliance certificate in substantially the form of Exhibit B signed by
its Chief Financial Officer or Treasurer showing the calculations necessary to
determine compliance with this Agreement and stating that No Default or
Unmatured Default exists, or if any Default or Unmatured Default exists, stating
the nature and status thereof.

    (iv) As soon
as possible and in any event within 10 days after the Borrower knows that any
Reportable Event has occurred with respect to any Plan, a statement, signed by
the chief financial officer or treasurer of the Borrower, describing said
Reportable Event and the action which the Borrower proposes to take with respect
thereto.

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

    (vi) Promptly
upon the furnishing thereof to the shareholders of the Borrower, copies of all
financial statements, reports and proxy statements so furnished.

    (vii) Promptly
upon the filing thereof, copies of all registration statements (other than
registration statements on Form S-8 or any successor form thereto and other than
registration statements relating to shares to be issued under a dividend
reinvestment plan) and annual, quarterly, monthly or other regular reports which
the Borrower or any Subsidiary files with the Securities and Exchange
Commission.

    (viii) Such
other information (including non-financial information) as the Administrative
Agent or any Lender may from time to time reasonably request.

    Documents
required to be delivered pursuant to clause (i), (ii), (vi) or (vii) above may be
delivered electronically and, if so delivered, shall be deemed to have been
delivered on the date (i) on which the Borrower posts such documents, or
provides a link thereto, on a website on the internet at a website address
previously specified to the Administrative Agent and the Lenders; or (ii) on
which such documents are posted on the Borrower’s behalf on IntraLinks or
another relevant website, if any, to which each of the Administrative Agent and
each Lender has access; provided that (i)
upon request of the Administrative Agent or any Lender, the Borrower shall
deliver paper copies of such documents to the Administrative Agent or such
Lender (until a written request to cease delivering paper copies is given by the
Administrative Agent or such Lender) and (ii) the Borrower shall notify (which
may be by facsimile or electronic mail) the Administrative Agent and each Lender
of the posting of any documents.  The Administrative Agent shall have
no obligation to request the delivery of, or to maintain copies of, the
documents referred to above or to monitor compliance by the Borrower with any
such request for delivery, and each Lender shall be solely responsible for
requesting delivery to it or maintaining its copies of such
documents.

    6.2 Use of
Proceeds.  Use the proceeds of the Credit Extensions solely for
the purposes herein described. Neither the Borrower nor any Guarantor will, nor
will it permit any Subsidiary to, use any of the proceeds of the Loans to
purchase or carry any “margin stock” (as defined in Regulation U).

    6.3 Notice of
Default.  The Borrower and each Guarantor will, and will cause
each of their respective Subsidiaries to, give notice in writing to the Lenders
of the occurrence of any Default or Unmatured Default and of any other
development, financial or otherwise, which could reasonably be expected to have
a Material Adverse Effect, in each case promptly after any officer of the
Borrower or a Guarantor obtains knowledge thereof.

    6.4 Conduct of
Business.  The Borrower and each Guarantor will, and will cause
each of their respective Subsidiaries to, carry on and conduct its business in
substantially the same manner and in substantially the same or reasonably
related fields of enterprise as it is presently conducted and do all things
necessary to remain duly incorporated or organized, validly existing and (to the
extent such concept applies to such entity) in good standing as a domestic
corporation, partnership or limited liability company in its jurisdiction of
incorporation or organization, as the case may be, and maintain all
requisite authority to conduct its business in each jurisdiction in which its
business is conducted.

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

    6.6 Insurance.  The
Borrower and each Guarantor will, and will cause each of their respective
Subsidiaries to, maintain with financially sound and reputable insurance
companies insurance on all their Property in such amounts and covering such
risks as is consistent with sound business practice, and the Borrower will
furnish to any Lender upon request full information as to the insurance
carried.

    6.7 Compliance with
Laws.

    (i) The
Borrower and each Guarantor will, and will cause each of their respective
Subsidiaries to, comply with all laws, rules, regulations, orders, writs,
judgments, injunctions, decrees or awards to which it may be subject
including, without limitation, all Environmental Laws, except where such
noncompliance, singly or in the aggregate, could not have a Material Adverse
Effect.

    (ii) Without
limiting clause
(i) above, the Borrower and each Guarantor will, and will cause each of
their respective Subsidiaries to, ensure that no person who owns a controlling
interest in or otherwise controls the Borrower, any Guarantor or any Subsidiary
is or shall be (i) listed on the Specially Designated Nationals and Blocked
Person List maintained by the Office of Foreign Assets Control (“OFAC”), Department of
the Treasury, and/or any other similar lists maintained by OFAC pursuant to any
authorizing statute, Executive Order or regulation or (ii) a person designated
under Section 1(b), (c) or (d) of Executive Order No. 13224 (September 23,
2001), any related enabling legislation or any other similar Executive
Orders.

    (iii) Without
limiting clause
(i) above, the Borrower and each Guarantor will, and will cause each of
their respective Subsidiaries to, comply with the Bank Secrecy Act (“BSA”) and all other
applicable anti-money laundering laws and regulations.

    6.8 Maintenance of
Properties.  The Borrower and each Guarantor will, and will
cause each of their respective Subsidiaries to, do all things necessary to
maintain, preserve, protect and keep its Property in good repair, working order
and condition, and make all necessary and proper repairs, renewals and
replacements so that its business carried on in connection therewith may be
properly conducted at all times, except where such failure, to maintain, singly
or in the aggregate, could not have a Material Adverse Effect.

    6.9 Inspection.  The
Borrower and each Guarantor will, and will cause each of their respective
Subsidiaries to, permit the Administrative Agent and the Lenders, by their
respective representatives and agents, to inspect any of the Property, books and
financial records of the Borrower, such Guarantor and such Subsidiaries, to
examine and make copies of the books of accounts and other financial records of
the Borrower, such Guarantor and such Subsidiary, and to discuss the affairs,
finances and accounts of the Borrower, such Guarantor and such Subsidiary with,
and to be advised as to the same by, their respective officers at such
reasonable times and intervals as the Administrative Agent or any Lender
may designate.

    6.10 Merger.  Neither
the Borrower nor any Guarantor will, nor will it permit any Subsidiary to, merge
or consolidate with or into any other Person, except (i) a Subsidiary of the
Borrower may merge into the Borrower or a Wholly-Owned Subsidiary of the
Borrower and (ii) provided that, both prior to and immediately after giving
effect to such merger or consolidation, no Default or Unmatured Default exists,
the Borrower and any Guarantor may enter into mergers (provided that (a) the
Borrower, or such Guarantor, as the case may be, is the surviving corporation of
any such merger or consolidation to which such Person is a party or (b) if the
Borrower or such Guarantor is not the surviving entity of such merger or
consolidation, (x) the Person into which the Borrower or such Guarantor, as the
case may be, shall be merged or formed by any such consolidation (1) shall be a
corporation organized and validly existing under the laws of the United States
or any state thereof or the District of Columbia and (2) shall assume the
Borrower’s or such Guarantor’s, as applicable, obligations hereunder and under
the Notes in an agreement or instrument satisfactory in form and substance to
the Administrative Agent and (y) the Moody’s Rating and the S&P Rating (each
as defined in the Pricing Schedule) of the surviving corporation in effect
immediately after giving effect to such merger or consolidation shall not be
less than “Baa3” (in the case of the Moody’s Rating) and “BBB-” (in the case of
the S&P Rating)).

    6.11 Sale of
Assets.  The Borrower will not, nor will it permit any
Subsidiary of the Borrower to, lease, sell or otherwise dispose of its Property
to any other Person, except:

    (i) Sales of
inventory in the ordinary course of business.

    (ii) Leases,
sales or other dispositions of its Property that, together with all other
Property of the Borrower and its Subsidiaries previously leased, sold or
disposed of (other than inventory in the ordinary course of business) as
permitted by this Section during the twelve-month period ending with the month
in which any such lease, sale or other disposition occurs, do not constitute all
or substantially all of the Property of the Borrower and its
Subsidiaries.

    6.12 Investments and
Acquisitions.  The Borrower will not, nor will it permit any
Subsidiary to, make or suffer to exist any Investments (including without
limitation, loans and advances to, and other Investments in, Subsidiaries), or
commitments therefor, or to create any Subsidiary or to become or remain a
partner in any partnership or joint venture, or to make any Acquisition of any
Person, except:

    (i) Cash
Equivalent Investments.

    (ii) Investments
in Subsidiaries and other Investments, in each case in existence on the date
hereof and described in Schedule
1.

    (iii) Loans and
advances by the Borrower to the Guarantors.

    (iv) Investments
in Persons principally engaged in a field of enterprise engaged in by the
Borrower and its Subsidiaries on the date hereof and any other field of
enterprise substantially related, ancillary or complementary
thereto.

    6.13 Liens.  Neither
the Borrower nor any Guarantor will, nor will it permit any Subsidiary to,
create, incur, or suffer to exist any Lien in, of or on the Property of the
Borrower, any Guarantor or any of their Subsidiaries, except:

    (i) Liens for
taxes, assessments or governmental charges or levies on its Property if the same
shall not at the time be delinquent or thereafter can be paid without penalty,
or are being contested in good faith and by appropriate proceedings and for
which adequate reserves in accordance with Agreement Accounting Principles shall
have been set aside on its books.

    (ii) Liens
imposed by law, such as carriers’, warehousemen’s and mechanics’ liens and other
similar liens arising in the ordinary course of business which secure payment of
obligations not more than 60 days past due, and such other carriers’
warehousemen’s and mechanics’ liens that are being contested in good faith and
by appropriate proceedings and for which adequate reserves in accordance with
Agreement Accounting Principles shall have been set aside on its
books.

    (iii) 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.

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

    (v) Liens
existing on the date hereof and described in Schedule 2, including
extensions, renewals or replacements of any such Liens in connection with the
refinancing of any related Existing Indebtedness (without any increase in the
amount thereof or any change in the direct and contingent obligors thereof);
provided that
in connection with the refinancing of any such Existing Indebtedness such Liens
shall extend only to the property covered by such Liens immediately prior to
such extension, renewal or replacement.

    (vi) Liens
under the Mortgage Indenture on the property of SIGECO that is subject to the
Mortgage Indenture (without giving effect to any amendments thereto after the
date hereof that would expand the description of the collateral subject to the
lien thereof).

    (vii) Liens
securing Indebtedness of a Person existing on the date the Person becomes a
Subsidiary of the Borrower or Liens on assets securing Indebtedness assumed by
the Borrower or a Subsidiary of the Borrower when such assets are acquired by
the Borrower or a Subsidiary of the Borrower, including extensions, renewals or
replacements of any such Liens, provided, however, that (i)
such Liens were not created in contemplation of such Person becoming a
Subsidiary or the acquisition of such assets and (ii) such Liens may not extend
to any other Property owned by the Borrower or any of its
Subsidiaries.

    (viii) Liens
securing Indebtedness not exceeding 10% of the Borrower’s Consolidated Net Worth
in the aggregate outstanding at any time

    6.14 Affiliates.  Except
for  the payment of lawful dividends or the making of lawful
distributions on its capital stock, the Borrower will not, and will not permit
any Subsidiary to, enter into any transaction (including, without limitation,
the purchase or sale of any Property or service) with, or make any payment or
transfer to, any Affiliate except in the ordinary course of business and
pursuant to the reasonable requirements of the Borrower’s or such Subsidiary’s
business and upon fair and reasonable terms no less favorable to the
Borrower or such Subsidiary than the Borrower or such Subsidiary would obtain in
a comparable arms’-length transaction.

    6.15 Leverage
Ratio.  The Borrower will not permit the ratio, determined as
of the end of each of its fiscal quarters, of (i) the Borrower’s Consolidated
Indebtedness to (ii) the Borrower’s Consolidated Indebtedness plus the Borrower’s
Consolidated Net Worth to be greater than .65 to 1.0.

    6.16 Certain
Restrictions.  The Borrower shall not permit any of its
Subsidiaries to, directly or indirectly, create or otherwise cause or suffer to
exist or become effective any encumbrance or restriction on the ability of any
Subsidiary to (a) pay dividends or make other distributions on its capital stock
owned by the Borrower or any Subsidiary, or pay any Indebtedness owed to the
Borrower or any Subsidiary (other than as described on Schedule 6.16 and
other customary limits imposed by corporate law and fraudulent conveyance
statutes and applicable restrictions contained in section 305(a) of the Federal
Power Act, as amended), (b) make loans or advances to the Borrower or (c)
transfer any of its assets or properties to the Borrower, except for such
encumbrances or restrictions existing by reason of or under (i) applicable law,
(ii) this Agreement and the other Loan Documents, (iii) customary restrictions
with respect to a Subsidiary pursuant to an agreement that has been entered into
for the sale or disposition of all or substantially all of the capital stock of
such Subsidiary, (iv) restrictions binding on any Subsidiary on the date it
becomes a Subsidiary, provided such
restrictions were not created in contemplation of such Person becoming a
Subsidiary or (v) restrictions set forth on Schedule
6.16.

    ARTICLE
VII

    DEFAULTS

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

                          7.1           Any
representation or warranty made or deemed made by or on behalf of the Borrower,
any Guarantor or any of their Subsidiaries to the Lenders or the Administrative
Agent under or in connection with this Agreement, any Credit Extension, any
other Loan Document or any certificate or information delivered in connection
with this Agreement or any other Loan Document shall be materially false on the
date as of which made.

                          7.2           Nonpayment
of principal of any Loan when due, nonpayment of any Reimbursement Obligation
within one Business Day after the same becomes due, or nonpayment of interest
upon any Loan or of any facility fee, LC Fee or other obligation under any of
the Loan Documents within five days after the same becomes due.

                          7.3           The
breach by the Borrower or any Guarantor of any of the terms or provisions of
Section 6.2,
6.3, 6.10, 6.11, 6.12, 6.13, 6.14, 6.15 or 6.16.

                          7.4           The
breach by the Borrower or any Guarantor (other than a breach which constitutes a
Default under another Section of this Article VII) of any
of the terms or provisions of this Agreement which is not remedied within thirty
days after written notice from the Administrative Agent or any
Lender.

                          7.5           Failure
of the Borrower or any of its Subsidiaries or any Guarantor to pay when due any
Indebtedness aggregating in excess of $50,000,000 (“Material
Indebtedness”); or the default by the Borrower or any of its Subsidiaries
or any Guarantor in the performance (beyond the applicable grace period with
respect thereto, if any) of any term, provision or condition contained in any
agreement under which any such Material Indebtedness was created or is governed,
or any other event shall occur or condition exist, the effect of which default
or event is to cause, or to permit the holder or holders of such Material
Indebtedness to cause, such Material Indebtedness to become due prior to its
stated maturity; or any Material Indebtedness of the Borrower or any of its
Subsidiaries or any Guarantor shall be declared to be due and payable or
required to be prepaid or repurchased (other than by a regularly scheduled
payment) prior to the stated maturity thereof; or the Borrower or any of its
Subsidiaries or any Guarantor shall not pay, or admit in writing its inability
to pay, its debts generally as they become due.

                          7.6           The
Borrower or any of its Subsidiaries or any Guarantor shall (i) have an order for
relief entered with respect to it under the Federal bankruptcy laws as now or
hereafter in effect, (ii) make an assignment for the benefit of creditors, (iii)
apply for, seek, consent to, or acquiesce in, the appointment of a receiver,
custodian, trustee, examiner, liquidator or similar official for it or any
Substantial Portion of its Property, (iv) institute any proceeding seeking an
order for relief under the Federal bankruptcy laws as now or hereafter in effect
or seeking to adjudicate it a bankrupt or insolvent, or seeking dissolution,
winding up, liquidation, reorganization, arrangement, adjustment or composition
of it or its debts under any law relating to bankruptcy, insolvency or
reorganization or relief of debtors or fail to file an answer or other pleading
denying the material allegations of any such proceeding filed against it, (v)
take any corporate or other organizational action to authorize or effect any of
the foregoing actions set forth in this Section 7.6 or
(vi) fail to contest in good faith any appointment or proceeding described in
Section 7.7.

                          7.7           Without
the application, approval or consent of the Borrower or any of its Subsidiaries
or any Guarantor, a receiver, trustee, examiner, liquidator or similar official
shall be appointed for the Borrower or any of its Subsidiaries or any Guarantor
or any Substantial Portion of its Property, or a proceeding described in Section 7.6(iv)
shall be instituted against the Borrower or any of its Subsidiaries or any
Guarantor and such appointment continues undischarged or such proceeding
continues undismissed or unstayed for a period of 60 consecutive
days.

                          7.8           Any
court, government or governmental agency shall condemn, seize or otherwise
appropriate, or take custody or control of, all or any portion of the Property
of the Borrower and its Subsidiaries or any Guarantor which, when taken together
with all other Property of the Borrower and its Subsidiaries or any Guarantor so
condemned, seized, appropriated, or taken custody or control of, during the
twelve-month period ending with the month in which any such action occurs,
constitutes a Substantial Portion.

                          7.9           The
Borrower or any of its Subsidiaries or any Guarantor shall fail within 30 days
to pay, bond or otherwise discharge any judgment or order for the payment of
money in excess of $50,000,000, which is not stayed on appeal or otherwise being
appropriately contested in good faith.

                          7.10           The
Unfunded Liabilities of all Single Employer Plans shall have a Material Adverse
Effect or be reasonably likely to have a Material Adverse Effect or any
Reportable Event shall occur in connection with any Plan.

                          7.11           The
Borrower or any other member of the Controlled Group shall have been notified by
the sponsor of a Multiemployer Plan that it has incurred withdrawal liability to
such Multiemployer Plan in an amount which, when aggregated with all other
amounts required to be paid to Multiemployer Plans by the Borrower or any other
member of the Controlled Group as withdrawal liability (determined as of the
date of such notification), shall have a Material Adverse Effect or be
reasonably likely to have a Material Adverse Effect.

                          7.12           The
Borrower or any other member of the Controlled Group shall have been notified by
the sponsor of a Multiemployer Plan that such Multiemployer Plan is in
reorganization or is being terminated, within the meaning of Title IV of ERISA,
if such reorganization or termination shall have a Material Adverse Effect or be
reasonably likely to have a Material Adverse Effect.

                          7.13           The
Borrower or any of its Subsidiaries shall (i) be the subject of any proceeding
or investigation pertaining to the release by the Borrower, any of its
Subsidiaries or any other Person of any toxic or hazardous waste or substance
into the environment, or (ii) violate any Environmental Law, which, in the case
of an event described in clause (i) or clause (ii), has a
Material Adverse Effect.

                          7.14           Any
Change in Control shall occur.

                          7.15           The
occurrence of any “default”, as defined in any Loan Document (other than this
Agreement) or the breach of any of the terms or provisions of any Loan Document
(other than this Agreement), which default or breach continues beyond any period
of grace therein provided.

                          7.16           The
obligations of any Guarantor under Article XIII hereof
shall fail to remain in full force or effect or any action shall be taken to
discontinue or to assert the invalidity or unenforceability of any of such
obligations, or any Guarantor shall deny that it has any further liability under
such Article
XIII, or shall give notice to such effect.

    ARTICLE
VIII

    ACCELERATION, WAIVERS,
AMENDMENTS AND REMEDIES

    8.1 Acceleration; Facility LC
Collateral Account.  (i)  If any Default described in
Section 7.6 or
7.7 occurs with
respect to the Borrower, any Guarantor or any of the Borrower’s Subsidiaries,
the commitments of the Lenders to make, renew or convert Advances and the
obligation and power of the LC Issuers to issue Facility LCs shall automatically
terminate and the Obligations shall immediately become due and payable without
any election or action on the part of the Administrative Agent, any LC Issuer or
any Lender and the Borrower will be and become thereby unconditionally
obligated, without any further notice, act or demand, to pay to the
Administrative Agent an amount in immediately available funds, which funds shall
be held in the Facility LC Collateral Account, equal to the difference of (x)
the amount of LC Obligations at such time, less (y) the amount on deposit in the
Facility LC Collateral Account at such time which is free and clear of all
rights and claims of third parties and has not been applied against the
Obligations (such difference, the “Collateral Shortfall
Amount”).  If any other Default occurs, the Required Lenders
(or the Administrative Agent with the consent of the Required Lenders) may (a)
terminate or suspend the obligations of the Lenders to make Loans hereunder and
the obligation and power of the LC Issuers to issue Facility LCs, or declare the
Obligations to be due and payable, or both, whereupon the Obligations shall
become immediately due and payable, without presentment, demand, protest or
notice of any kind, all of which the Borrower hereby expressly waives, and (b)
upon notice to the Borrower and in addition to the continuing right to demand
payment of all amounts payable under this Agreement, make demand on the Borrower
to pay, and the Borrower will, forthwith upon such demand and without any
further notice or act, pay to the Administrative Agent the Collateral Shortfall
Amount, which funds shall be deposited in the Facility LC Collateral
Account.

    (ii) If at any
time while any Default is continuing, the Administrative Agent determines that
the Collateral Shortfall Amount at such time is greater than zero, the
Administrative Agent may make demand on the Borrower to pay, and the Borrower
will, forthwith upon such demand and without any further notice or act, pay to
the Administrative Agent the Collateral Shortfall Amount, which funds shall be
deposited in the Facility LC Collateral Account.

    (iii) The
Administrative Agent may at any time or from time to time after funds are
deposited in the Facility LC Collateral Account, apply such funds to the payment
of the Obligations and any other amounts as shall from time to time have become
due and payable by the Borrower to the Lenders or the LC Issuers under the Loan
Documents.

    (iv) At any
time while any Default is continuing, neither the Borrower nor any Person
claiming on behalf of or through the Borrower shall have any right to withdraw
any of the funds held in the Facility LC Collateral Account.  After
all of the Obligations have been indefeasibly paid in full and the Aggregate
Commitment has been terminated, any funds remaining in the Facility LC
Collateral Account shall be returned by the Administrative Agent to the Borrower
or paid to whomever may be legally entitled thereto at such time.

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

    8.2 Remedies Not
Exclusive.  The remedies of the Lenders specified in this
Agreement and the other Loan Documents shall not be exclusive and the Lenders
may avail themselves of any of the remedies provided by law as well as any
equitable remedies available to the Lenders, and each and every remedy shall be
cumulative and concurrent and shall be in addition to every other remedy now or
hereafter existing at law or in equity.

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

    (i) Other
than as provided in Section 2.20, extend
the final maturity of any Loan or extend the expiry date of any Facility LC to a
date after the Facility Termination Date or postpone any regularly scheduled
payment of principal of any Loan or forgive all or any portion of the principal
amount of any Loan or Reimbursement Obligation, or reduce the rate or extend the
time of payment of interest or fees on any Loan or Reimbursement
Obligation.

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

    (iii) Other
than as provided in Section 2.20, extend
the Facility Termination Date, or reduce the amount or extend the payment date
for, the mandatory payments required under Section 2.2, or
increase the amount of the Commitment of any Lender hereunder or the commitment
to issue Facility LCs or permit the Borrower to assign its rights under this
Agreement.

    (iv) Amend
this Section 8.3.

    (v) Amend,
modify or waive Article XIII or
release any Guarantor from its obligations thereunder.

    No
amendment of any provision of this Agreement relating to the Administrative
Agent shall be effective without the written consent of the Administrative
Agent, and no amendment of any provision relating to any LC Issuer shall be
effective without the written consent of such LC Issuer.  The
Administrative Agent may waive payment of the fee required under Section 12.3.3
without obtaining the consent of any other party to this
Agreement.  Notwithstanding anything to the contrary hereby, the Fee
Letters may be amended or otherwise modified with the consent of the parties
thereto, without requiring the consent of any other Lender.

    8.4 Preservation of
Rights.  No delay or omission of the Administrative Agent, any
LC Issuer or any Lender to exercise any power or right under the Loan Documents
shall impair such power or right or be construed to be a waiver of any Default
or an acquiescence therein, and the making of a Credit Extension notwithstanding
the existence of a Default or the inability of the Borrower to satisfy the
conditions precedent to such Credit Extension shall not constitute any waiver or
acquiescence.  Any single or partial exercise of any power or right
shall not preclude other or further exercise thereof or the exercise of any
other power or right.  No course of dealing shall be binding upon the
Administrative Agent or any Lender. No waiver, amendment or other variation of
the terms, conditions or provisions of the Loan Documents shall be valid unless
in writing and signed by the Persons required pursuant to Section 8.3, and then
only to the extent in such writing specifically set forth.

    ARTICLE
IX

    GENERAL
PROVISIONS

    9.1 Survival of
Representations.  All representations and warranties of the
Borrower and the Guarantors contained in this Agreement shall survive the making
of the Credit Extensions herein contemplated.

    9.2 Governmental
Regulation.  Anything contained in this Agreement to the
contrary notwithstanding, no LC Issuer nor any Lender shall be obligated to
extend credit to the Borrower in violation of any limitation or prohibition
provided by any applicable statute or regulation.

    9.3 Headings.  Section headings
in the Loan Documents are for convenience of reference only, and shall not
govern the interpretation of any of the provisions of the Loan
Documents.

    9.4 Entire
Agreement.  The Loan Documents embody the entire agreement and
understanding among the Borrower, the Guarantors, the Administrative Agent, the
LC Issuers and the Lenders and supersede all prior agreements
and  understandings among the Borrower, the Guarantors, the
Administrative Agent, the LC Issuers and the Lenders relating to the subject
matter thereof.

    9.5 Several Obligations;
Benefits of this Agreement.  The respective obligations of the
Lenders hereunder are several and not joint and no Lender shall be the
partner or agent of any other (except to the extent to which the Administrative
Agent is authorized to act as such).  The failure of any Lender to
perform any of its obligations hereunder shall not relieve any other Lender from
any of its obligations hereunder.  This Agreement shall not be
construed so as to confer any right or benefit upon any Person other than the
parties to this Agreement and their respective successors and assigns; provided, however, that the
parties hereto expressly agree that the Arrangers shall enjoy the benefits of
Sections 9.6,
9.10 and 10.11 to the extent
specifically set forth therein and each Arranger shall have the right to enforce
such provisions on its own behalf and in its own name to the same extent as if
it were a party to this Agreement.

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

    (ii) The
Borrower hereby further agrees to indemnify the Administrative Agent, the
Arrangers, the LC Issuers and each Lender, their respective affiliates, and each
of their directors, officers and employees against all losses, claims, damages,
penalties, judgments, liabilities and expenses (including, without limitation,
all expenses of litigation or preparation therefor whether or not the
Administrative Agent, any Arranger, any LC Issuer or any Lender is a party
thereto) which any of them may pay or incur arising out of or relating to
this Agreement, the other Loan Documents, the transactions contemplated hereby
or the direct or indirect application or proposed application of the proceeds of
any Credit Extension hereunder except to the extent that they are determined in
a final non-appealable judgment by a court of competent jurisdiction to have
resulted from the gross negligence or willful misconduct of the party seeking
indemnification. The obligations of the Borrower under this Section 9.6
shall survive the payment of the Obligations and the termination of this
Agreement.

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

    9.8 Accounting.  Except
as provided to the contrary herein, all accounting terms used herein shall be
interpreted and all accounting determinations hereunder shall be made in
accordance with Agreement Accounting Principles.

    9.9 Severability of
Provisions.  Any provision in any Loan Document that is held to
be inoperative, unenforceable or invalid in any jurisdiction shall, as to that
jurisdiction, be inoperative, unenforceable or invalid without affecting the
remaining provisions in that jurisdiction or the operation, enforceability or
validity of that provision in any other jurisdiction, and to this end the
provisions of all Loan Documents are declared to be severable.

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

    9.11 Confidentiality.  The
Administrative Agent and each Lender agrees to hold any confidential information
which it may receive from the Borrower in connection with this Agreement in
confidence, except for disclosure (i) for purposes related to this Agreement and
the transactions contemplated hereby to its Affiliates and to the Administrative
Agent, the LC Issuers and any other Lender and their respective Affiliates, (ii)
for purposes related to this Agreement and the transactions contemplated hereby
to legal counsel, accountants, and other professional advisors to such Lender or
to a Transferee, (iii) to regulatory officials, (iv) to any Person as requested
pursuant to or as required by law, regulation, or legal process, (v) to any
Person in connection with any legal proceeding to which it is a party, (vi) to
its direct or indirect contractual counterparties in swap agreements or to legal
counsel, accountants and other professional advisors to such counterparties,
(vii) permitted by Section 12.4 and
(viii) to rating agencies if requested or required by such agencies in
connection with a rating relating to the Credit Extensions
hereunder.  Without limiting Section 9.4, the
Borrower agrees that the terms of this Section 9.11 shall
set forth the entire agreement between the Borrower and each Lender (including
the Administrative Agent and the LC Issuers) with respect to any confidential
information previously or hereafter received by such Lender in connection with
this Agreement, and this Section 9.11 shall
supersede any and all prior confidentiality agreements entered into by such
Lender with respect to such confidential information.  Notwithstanding
anything herein to the contrary, confidential information shall not include, and
each party to any of the Loan Documents and their respective Affiliates (and the
respective partners, directors, officers, employees, advisors, representatives
and other agents of each of the foregoing and their Affiliates) may disclose to
any and all Persons, without limitation of any kind, (i) any information with
respect to the U.S. federal and state income tax treatment of the transactions
contemplated hereby and any facts that may be relevant to understanding such tax
treatment, which facts shall not include for this purpose the names of the
parties or any other Person named herein, or information that would permit
identification of the parties or such other Persons, or any pricing terms or
other nonpublic business or financial information that is unrelated to such tax
treatment or facts and (ii) all materials of any kind (including opinions or
other tax analyses) relating to such tax treatment or facts that are provided to
any of the Persons referred to above, and it is hereby confirmed that each of
the Persons referred to above has been authorized to make such disclosures since
the commencement of discussions regarding the transactions contemplated hereby;
provided that
with respect to any document or similar item that in either case contains
information concerning tax treatment or tax structure of the transactions
contemplated hereby as well as other information, this sentence shall only apply
to such portions of the document or similar item that relate to such tax
treatment or tax structure.

    9.12 Nonreliance.  Each
Lender hereby represents that it is not relying on or looking to any margin
stock (as defined in Regulation U) for the repayment of the Credit Extensions
provided for herein.

    9.13 Disclosure.  The
Lenders hereby (i) acknowledge and agree that JPMCB and/or its Affiliates from
time to time may hold investments in, make other loans to or have other
relationships with the Borrower and its Affiliates and (ii) waive any liability
of JPMCB or such Affiliate of JPMCB to the Borrower or any Lender, respectively,
arising out of or resulting from such investments, loans or relationships other
than liabilities arising out of the gross negligence or willful misconduct of
JPMCB or its Affiliates.

    9.14 USA PATRIOT ACT
NOTIFICATION.  The following notification is provided to the
Borrower pursuant to Section 326 of the USA Patriot Act of 2001, 31 U.S.C.
Section 5318:

    IMPORTANT
INFORMATION ABOUT PROCEDURES FOR OPENING A NEW ACCOUNT. To help the government
fight the funding of terrorism and money laundering activities, Federal law
requires all financial institutions to obtain, verify and record information
that identifies each person or entity that opens an account, including any
deposit account, treasury management account, loan, other extension of credit or
other financial services product.  What this means for the
Borrower:  When the Borrower opens an account, if the Borrower is an
individual, the Administrative Agent and the Lenders will ask for the Borrower’s
name, residential address, tax identification number, date of birth and other
information that will allow the Administrative Agent and the Lenders to identify
the Borrower, and, if the Borrower is not an individual, the Administrative
Agent and the Lenders will ask for the Borrower’s name, tax identification
number, business address and other information that will allow the
Administrative Agent and the Lenders to identify the Borrower.  The
Administrative Agent and the Lenders may also ask, if the Borrower is an
individual, to see the Borrower’s driver’s license or other identifying
documents, and, if the Borrower is not an individual, to see the Borrower’s
legal organizational documents or other identifying documents.

    ARTICLE
X

    THE ADMINISTRATIVE
AGENT

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

    10.2 Powers.  The
Administrative Agent shall have and may exercise such powers under the Loan
Documents as are specifically delegated to the Administrative Agent by the terms
of each thereof, together with such powers as are reasonably incidental
thereto.  The Administrative Agent shall have no implied duties
to the Lenders, or any obligation to the Lenders to take any action thereunder
except any action specifically provided by the Loan Documents to be taken by the
Administrative Agent.

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

    10.4 No Responsibility for
Loans, Recitals, etc.  Neither the Administrative Agent nor any
of its directors, officers, agents or employees shall be responsible for or have
any duty to ascertain, inquire into, or verify (a) any statement, warranty or
representation made in connection with any Loan Document or any borrowing
hereunder; (b) the performance or observance of any of the covenants or
agreements of any obligor under any Loan Document, including, without
limitation, any agreement by an obligor to furnish information directly to each
Lender; (c) the satisfaction of any condition specified in Article IV, except
receipt of items required to be delivered solely to the Administrative Agent;
(d) the existence or possible existence of any Default or Unmatured Default; (e)
the validity, enforceability, effectiveness, sufficiency or genuineness of any
Loan Document or any other instrument or writing furnished in connection
therewith; (f) the value, sufficiency, creation, perfection or priority of any
Lien in any collateral security; or (g) the financial condition of the Borrower
or any guarantor of any of the Obligations or of any of the Borrower’s or any
such guarantor’s respective Subsidiaries.  The Administrative Agent
shall have no duty to disclose to the Lenders information that is not
required to be furnished by the Borrower to the Administrative Agent at such
time, but is voluntarily furnished by the Borrower to JPMCB (either in its
capacity as Administrative Agent or in its individual capacity).

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

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

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

    10.8 Agent’s Reimbursement and
Indemnification.  The Lenders agree to reimburse and indemnify
the Administrative Agent ratably in proportion to their respective Commitments
(or, if the Commitments have been terminated, in proportion to their Commitments
immediately prior to such termination) (i) for any amounts not reimbursed by the
Borrower for which the Administrative Agent is entitled to reimbursement by the
Borrower under the Loan Documents, (ii) for any other expenses incurred by the
Administrative Agent on behalf of the Lenders, in connection with the
preparation, execution, delivery, administration and enforcement of the Loan
Documents (including, without limitation, for any expenses incurred by the
Administrative Agent in connection with any dispute between the Administrative
Agent and any Lender or between two or more of the Lenders) and (iii) for any
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements of any kind and nature whatsoever which
may be imposed on, incurred by or asserted against the Administrative Agent
in any way relating to or arising out of the Loan Documents or any other
document delivered in connection therewith or the transactions contemplated
thereby (including, without limitation, for any such amounts incurred by or
asserted against the Administrative Agent in connection with any dispute between
the Administrative Agent and any Lender or between two or more of the Lenders),
or the enforcement of any of the terms of the Loan Documents or of any such
other documents, provided that (i) no Lender
shall be liable for any of the foregoing to the extent any of the foregoing is
found in a final non-appealable judgment by a court of competent jurisdiction to
have resulted from the gross negligence or willful misconduct of the
Administrative Agent and (ii) any indemnification required pursuant to Section 3.5(vii)
shall, notwithstanding the provisions of this Section 10.8, be paid
by the relevant Lender in accordance with the provisions thereof. The
obligations of the Lenders under this Section 10.8
shall survive payment of the Obligations and termination of this
Agreement.

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

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

    10.11 Lender Credit
Decision.  Each Lender acknowledges that it has, independently
and without reliance upon the Administrative Agent, any Arranger or any other
Lender and based on the financial statements prepared by the Borrower and such
other documents and information as it has deemed appropriate, made its own
credit analysis and decision to enter into this Agreement and the other Loan
Documents.  Each Lender also acknowledges that it will, independently
and without reliance upon the Administrative Agent, any Arranger or any other
Lender and based on such documents and information as it shall deem appropriate
at the time, continue to make its own credit decisions in taking or not taking
action under this Agreement and the other Loan Documents.

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

    10.13 Administrative Agent’s and
Arrangers’ Fees.  The Borrower agrees to pay to the
Administrative Agent and the Arrangers, for their own respective accounts, the
fees agreed to by the Borrower, the Administrative Agent and the Arrangers
pursuant to the Fee Letters.

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

    10.15 Co-Agents, Documentation
Agent, Syndication Agent, etc.  None of the financial
institutions identified in this Agreement as a “co-agent”, “co-documentation
agent” or “syndication agent” shall have any right, power, obligation,
liability, responsibility or duty under this Agreement other than, with respect
to those financial institutions that are Lenders, those applicable to all
Lenders as such.  Without limiting the foregoing, none of such
financial institutions shall have or be deemed to have a fiduciary relationship
with any Lender.  Each Lender hereby makes the same acknowledgments
with respect to such financial institutions as it makes with respect to the
Administrative Agent in Section
10.11.

    ARTICLE
XI

    SETOFF; RATABLE
PAYMENTS

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

    11.2 Ratable
Payments.  If any Lender, whether by setoff or otherwise, has
payment made to it upon its Outstanding Credit Exposure (other than payments
received pursuant to Section 3.1,
3.2, 3.4 or 3.5) in a greater
proportion than that received by any other Lender, such Lender agrees, promptly
upon demand, to purchase a portion of the Aggregate Outstanding Credit Exposure
held by the other Lenders so that after such purchase each Lender will hold its
Pro Rata Share of the Aggregate Outstanding Exposure.  If any Lender,
whether in connection with setoff or amounts which might be subject to setoff or
otherwise, receives collateral or other protection for its Obligations or such
amounts which may be subject to setoff, such Lender agrees, promptly upon
demand, to take such action necessary such that all Lenders share in the
benefits of such collateral ratably in proportion to their respective Pro Rata
Shares of the Aggregate Outstanding Credit Exposure.  In case any such
payment is disturbed by legal process, or otherwise, appropriate further
adjustments shall be made.

    ARTICLE
XII

    BENEFIT OF AGREEMENT;
ASSIGNMENTS; PARTICIPATIONS

    12.1 Successors and
Assigns.  The terms and provisions of the Loan Documents shall
be binding upon and inure to the benefit of the Borrower, the Guarantors, the
Lenders, the Administrative Agent and their respective successors and assigns
permitted hereby, except that (i) neither the Borrower nor any Guarantor shall
have the right to assign its rights or obligations under the Loan Documents
without the prior written consent of each Lender, (ii) any assignment by any
Lender must be made in compliance with Section 12.3 and
(iii) any transfer by Participation must be made in compliance with Section
12.2.  The parties to this Agreement acknowledge that clause (ii) of the
immediately preceding sentence relates only to absolute assignments and this
Section 12.1
does not prohibit assignments creating security interests, including, without
limitation, any pledge or assignment by any Lender of all or any portion of its
rights under this Agreement and any Note to a Federal Reserve Bank; provided, however, that no such pledge or
assignment creating a security interest shall release the transferor Lender from
its obligations hereunder unless and until the parties thereto have complied
with the provisions of Section
12.3.  The Administrative Agent may treat the Person which made
any Credit Extension or which holds any Note as the owner thereof for all
purposes hereof unless and until such Person complies with Section 12.3; provided, however, that the
Administrative Agent may in its discretion (but shall not be required to) follow
instructions from the Person which made any Credit Extension or which holds any
Note to direct payments relating to such Credit Extension or Note to another
Person.  Any assignee of the rights to any Credit Extension or any
Note agrees by acceptance of such assignment to be bound by all the terms and
provisions of the Loan Documents.  Any request, authority or consent
of any Person, who at the time of making such request or giving such authority
or consent is the owner of the rights to any Credit Extension (whether or not a
Note has been issued in evidence thereof), shall be conclusive and binding on
any subsequent holder or assignee of the rights to such Credit
Extension.

    12.2 Participations.

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

    12.2.2 Voting
Rights.  Each Lender shall retain the sole right to approve,
without the consent of any Participant, any amendment, modification or waiver of
any provision of the Loan Documents other than any amendment, modification or
waiver with respect to any Outstanding Credit Exposure or Commitment in which
such Participant has an interest which would require consent of all of the
Lenders pursuant to the terms of Section 8.3 or of any
other Loan Document.

    12.2.3 Benefit of Certain
Provisions.  The Borrower and each Guarantor agree that each
Participant shall be deemed to have the right of setoff provided in Section 11.1 in
respect of its participating interest in amounts owing under the Loan Documents
to the same extent as if the amount of its participating interest were owing
directly to it as a Lender under the Loan Documents, provided that each
Lender shall retain the right of setoff provided in Section 11.1 with
respect to the amount of participating interests sold to each
Participant.  The Lenders agree to share with each Participant, and
each Participant, by exercising the right of setoff provided in Section 11.1, agrees
to share with each Lender, any amount received pursuant to the exercise of its
right of setoff, such amounts to be shared in accordance with Section 11.2 as if
each Participant were a Lender.  The Borrower and each Guarantor
further agree that each Participant shall be entitled to the benefits of Sections 3.1, 3.2, 3.4, 3.5, 9.6 and 9.10 to the same
extent as if it were a Lender and had acquired its interest by assignment
pursuant to Section
12.3, provided that (i) a
Participant shall not be entitled to receive any greater payment under Section 3.1, 3.2 or 3.5 than the Lender
who sold the participating interest to such Participant would have received had
it retained such interest for its own account, unless the sale of such interest
to such Participant is made with the prior written consent of the Borrower, and
(ii) any Participant not incorporated under the laws of the United States of
America or any State thereof agrees to comply with the provisions of Section 3.5 to the
same extent as if it were a Lender.

    12.3 Assignments.

    12.3.1 Permitted
Assignments.  Any Lender may at any time assign to one or more
banks or other entities (“Purchasers”) all or
any part of its rights and obligations under the Loan Documents.  Such
assignment shall be substantially in the form of Exhibit D or in such
other form as may be agreed to by the parties thereto.  Each such
assignment with respect to a Purchaser which is not a Lender or an Affiliate of
a Lender shall be in an aggregate amount not less than
$5,000,000.  The amount of the assignment shall be based on the
Commitment or Outstanding Credit Exposure (if the Commitment has been
terminated) subject to the assignment, determined as of the date of such
assignment or as of the “Trade Date,” if the “Trade Date” is specified in the
assignment.

    12.3.2 Consents.  The
consent of the Borrower shall be required prior to an assignment becoming
effective unless the Purchaser is a Lender or an Affiliate of a Lender, provided that the consent of the
Borrower shall not be required if a Default has occurred and is
continuing.  The consent of the Administrative Agent and the LC
Issuers shall be required prior to an assignment becoming
effective.  Any consent required under this Section 12.3.2 shall
not be unreasonably withheld or delayed.

    12.3.3 Effect; Effective
Date.  Upon (i) delivery to the Administrative Agent of an
assignment, together with any consents required by Sections 12.3.1 and
12.3.2, and
(ii) payment of a $3,500 fee to the Administrative Agent for processing such
assignment (unless such fee is waived by the Administrative Agent), such
assignment shall become effective on the effective date specified in such
assignment.  The assignment shall contain a representation by the
Purchaser to the effect that none of the consideration used to make the purchase
of the Commitment and Outstanding Credit Exposure under the applicable
assignment agreement constitutes “plan assets” as defined under ERISA and that
the rights and interests of the Purchaser in and under the Loan Documents will
not be “plan assets” under ERISA.  On and after the effective date of
such assignment, such Purchaser shall for all purposes be a Lender party to this
Agreement and any other Loan Document executed by or on behalf of the Lenders
and shall have all the rights and obligations of a Lender under the Loan
Documents, to the same extent as if it were an original party thereto, and the
transferor Lender shall be released with respect to the Commitment and
Outstanding Credit Exposure assigned to such Purchaser without any further
consent or action by the Borrower, the Lenders or the Administrative
Agent.  In the case of an assignment covering all of the assigning
Lender’s rights and obligations under this Agreement, such Lender shall cease to
be a Lender hereunder but shall continue to be entitled to the benefits of, and
subject to, those provisions of this Agreement and the other Loan Documents
which survive payment of the Obligations and termination of the applicable
agreement.  Any assignment or transfer by a Lender of rights or
obligations under this Agreement that does not comply with this Section 12.3 shall be
treated for purposes of this Agreement as a sale by such Lender of a
participation in such rights and obligations in accordance with Section
12.2.  Upon the consummation of any assignment to a Purchaser
pursuant to this Section 12.3.3, the
transferor Lender, the Administrative Agent and the Borrower shall make
appropriate arrangements so that new Notes or, as appropriate, replacement Notes
are issued to such transferor Lender and new Notes or, as appropriate,
replacement Notes, are issued to such Purchaser, in each case in principal
amounts reflecting their respective Commitments, as adjusted pursuant to such
assignment.

    12.3.4 Register.  The
Administrative Agent, acting solely for this purpose as an agent of the
Borrower, shall maintain at one of its offices in Chicago, Illinois a copy of
each Assignment and Assumption delivered to it and a register for the
recordation of the names and addresses of the Lenders, and the Commitments of,
and principal amounts of the Outstanding Credit Exposure of, each Lender
pursuant to the terms hereof from time to time (the “Register”).  The
entries in the Register shall be conclusive, and the Borrower, the
Administrative Agent and the Lenders may treat each Person whose name is
recorded in the Register pursuant to the terms hereof as a Lender hereunder for
all purposes of this Agreement, notwithstanding notice to the
contrary.  The Register shall be available for inspection by the
Borrower at any reasonable time and from time to time upon reasonable prior
notice.

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

    12.5 Tax
Treatment.  If any interest in any Loan Document is transferred
to any Transferee which is not incorporated under the laws of the United States
or any State thereof, the transferor Lender shall cause such Transferee,
concurrently with the effectiveness of such transfer, to comply with the
provisions of Section
3.5(iv).

    ARTICLE
XIII

    GUARANTY

    13.1 Guaranty.  For
valuable consideration, the receipt of which is hereby acknowledged, and to
induce the Lenders and the LC Issuers to make Credit Extensions to the Borrower,
each Guarantor hereby absolutely and unconditionally, and jointly and severally,
guarantees prompt payment when due, whether at stated maturity, upon
acceleration or otherwise, and at all times thereafter, of any and all
Obligations of the Borrower to the Administrative Agent, the Lenders, the LC
Issuers and any holder of a Note, or any of them, under or with respect to the
Loan Documents, whether for principal, interest, fees, expenses or otherwise, in
each case howsoever created, arising or evidenced, whether direct or indirect,
absolute or contingent, now or hereafter existing, or due or to become due
(collectively, the “Guaranteed
Obligations”).  Any term or provision of this Article XIII to the
contrary notwithstanding, the aggregate maximum amount of the Guaranteed
Obligations for which each Guarantor shall be liable shall not exceed the
maximum amount for which such Guarantor can be liable without rendering this
Agreement or any other Loan Document as it relates to such Guarantor, voidable
under applicable law relating to fraudulent conveyance or fraudulent
transfer.

    13.2 Waivers.  Each
Guarantor waives notice of the acceptance of this guaranty and of the extension
or continuation of the Guaranteed Obligations or any part
thereof.  Each Guarantor further waives presentment, protest, notice
or demand made on the Borrower or action or delinquency in respect of the
Guaranteed Obligations or any part thereof, including any right to require the
Administrative Agent or the Lenders to sue the Borrower, any other guarantor or
any other Person obligated with respect to the Guaranteed Obligations or any
part thereof, or otherwise to enforce payment thereof against any collateral
securing the Guaranteed Obligations or any part thereof, provided that if at
any time any payment of any portion of the Guaranteed Obligations is rescinded
or must otherwise be restored or returned upon the insolvency, bankruptcy or
reorganization of the Borrower or otherwise, each Guarantor’s obligations
hereunder with respect to such payment shall be reinstated at such time as
though such payment had not been made and whether or not the Administrative
Agent or the Lenders are in possession of this guaranty.  The
Administrative Agent, the LC Issuers and the Lenders shall have no obligation to
disclose or discuss with any Guarantor their assessments of the financial
condition of the Borrower.

    13.3 Guaranty
Absolute.  This guaranty is a guaranty of payment and not of
collection, is a primary obligation of each Guarantor and not merely one of
surety, and the validity and enforceability of this guaranty shall be absolute
and unconditional irrespective of, and shall not be impaired or affected by any
of the following: (a) any extension, modification or renewal of, or indulgence
with respect to, or substitutions for, the Guaranteed Obligations or any part
thereof or any agreement relating thereto at any time; (b) any failure or
omission to enforce any right, power or remedy with respect to the Guaranteed
Obligations or any part thereof or any agreement relating thereto, or any
collateral; (c) any waiver of any right, power or remedy with respect to the
Guaranteed Obligations or any part thereof or any agreement relating thereto or
with respect to any collateral; (d) any release, surrender, compromise,
settlement, waiver, subordination or modification, with or without
consideration, of any collateral, any other guaranties with respect to the
Guaranteed Obligations or any part thereof, or any other obligation of any
Person with respect to the Guaranteed Obligations or any part thereof; (e) the
enforceability or validity of the Guaranteed Obligations or any part thereof or
the genuineness, enforceability or validity of any agreement relating thereto or
with respect to any collateral; (f) the application of payments received from
any source to the payment of obligations other than the Guaranteed Obligations,
any part thereof or amounts which are not covered by this guaranty even though
the Administrative Agent, the LC Issuers and the Lenders might lawfully have
elected to apply such payments to any part or all of the Guaranteed Obligations
or to amounts which are not covered by this guaranty; (g) any change in the
ownership of the Borrower or the insolvency, bankruptcy or any other change in
the legal status of the Borrower; (h) the change in or the imposition of any
law, decree, regulation or other governmental act which does or might impair,
delay or in any way affect the validity, enforceability or the payment when due
of the Guaranteed Obligations; (i) the failure of any Guarantor or the Borrower
to maintain in full force, validity or effect or to obtain or renew when
required all governmental and other approvals, licenses or consents required in
connection with the Guaranteed Obligations or this guaranty, or to take any
other action required in connection with the performance of all obligations
pursuant to the Guaranteed Obligations or this guaranty; (j) the existence of
any claim, setoff or other rights which any Guarantor may have at any time
against the Borrower or any other Person in connection herewith or an unrelated
transaction; (k) without limiting the foregoing, all defenses based on
suretyship or impairment of collateral; or (l) any other circumstance, whether
or not similar to any of the foregoing, which could constitute a defense to a
guarantor, including all defenses based on suretyship or impairment of
collateral; all whether or not any Guarantor shall have had notice or knowledge
of any act or omission referred to in the foregoing clauses (a) through
(l) of this
Section.  It is agreed that each Guarantor’s liability hereunder is
several and independent of any other guaranties or other obligations not arising
under this Article
XIII at any time in effect with respect to the Guaranteed Obligations or
any part thereof and that each Guarantor’s liability hereunder may be enforced
regardless of the existence, validity, enforcement or non-enforcement of any
such other guaranties or other obligations not arising under this Article XIII or any
provision of any applicable law or regulation purporting to prohibit payment by
the Borrower of the Guaranteed Obligations in the manner agreed upon by the
Borrower and the Administrative Agent, the LC Issuers and the
Lenders.

    13.4 Acceleration.  Each
Guarantor agrees that, as between such Guarantor on the one hand, and the
Lenders, the LC Issuers and the Administrative Agent, on the other hand, the
obligations of the Borrower guaranteed under this Article XIII may be
declared to be forthwith due and payable, or may be deemed automatically to have
been accelerated, as provided in Section 8.1 hereof
for purposes of this Article XIII,
notwithstanding any stay, injunction or other prohibition (whether in a
bankruptcy proceeding affecting the Borrower or otherwise) preventing such
declaration as against the Borrower and that, in the event of such declaration
or automatic acceleration, such obligations (whether or not due and payable by
the Borrower) shall forthwith become due and payable by such Guarantor for
purposes of this Article
XIII.

    13.5 Marshaling;
Reinstatement.  None of the Lenders nor the LC Issuers nor the
Administrative Agent nor any Person acting for or on behalf of the Lenders, the
LC Issuers or the Administrative Agent shall have any obligation to marshal any
assets in favor of any Guarantor or against or in payment of any or all of the
Guaranteed Obligations.  If any Guarantor, the Borrower or any other
guarantor of all or any part of the Guaranteed Obligations makes a payment or
payments to any Lender, any LC Issuer or the Administrative Agent, or any
Lender, any LC Issuer or the Administrative Agent receives any proceeds of
collateral, which payment or payments or any part thereof are subsequently
invalidated, declared to be fraudulent or preferential, set aside and/or
required to be repaid to the Borrower, any Guarantor, such other guarantor or
any other Person, or their respective estates, trustees, receivers or any other
party, including, without limitation, the Guarantors, under any bankruptcy law,
state or federal law, common law or equitable cause, then, to the extent of such
payment or repayment, the part of the Guaranteed Obligations which has been
paid, reduced or satisfied by such amount shall be reinstated and continued in
full force and effect as of the time immediately preceding such initial payment,
reduction or satisfaction.

    13.6 Delay of
Subrogation.  Notwithstanding any payment made by or for the
account of any Guarantor pursuant to this Article XIII, no
Guarantor shall be subrogated to any right of the Administrative Agent, any LC
Issuer or any Lender, or have any right to obtain reimbursement from the
Borrower, until such time as the Administrative Agent and each Lender shall have
received final payment in cash of the full amount of the Guaranteed
Obligations.

    ARTICLE
XIV

    NOTICES

    14.1 Notices.  Except
as otherwise permitted by Section 2.13
with respect to borrowing notices, all notices, requests and other
communications to any party hereunder shall be in writing (including facsimile
transmission or, subject to Section 14.2,
electronic mail or posting on a website) and shall be given to such party at (i)
in the case of the Borrower or the Administrative Agent, its address, facsimile
number or electronic mail address set forth on Schedule 14.1 or at
such other address, facsimile number or electronic mail address as such party
may hereafter specify for the purpose by notice to the other parties hereto
and (ii) in the case of any Lender, at the address, facsimile number or
electronic mail address set forth in its Administrative Questionnaire or such
other address, facsimile number or electronic mail address as such Lender may
hereafter specify for such purpose by notice to the Borrower and the
Administrative Agent.  Subject to the last paragraph of Section 6.1, each
such notice, request or other communication shall be effective (i) if given by
facsimile transmission, when transmitted to the facsimile number specified in
this Section and confirmation of receipt is received, (ii) if given by
mail, 72 hours after such communication is deposited in the mails with first
class postage prepaid, addressed as aforesaid, or (iii) if given by any other
means, when delivered (or, in the case of electronic transmission, received) at
the address specified in this Section; provided that notices to the
Administrative Agent under Article II shall not
be effective until received.

    14.2 Limited Use of Electronic
Mail.  Electronic mail and internet and intranet websites may
be used to distribute routine communications, such as financial statements and
other information as provided in Section 6.1, and to
distribute Loan Documents for execution by the parties thereto, but not for
purposes of other notices hereunder.

    14.3 Effectiveness of Facsimile
Documents and Signatures.  Loan Documents may be transmitted
and/or signed by facsimile.  The effectiveness of any such document
and signature shall, subject to applicable law, have the same force and effect
as a manually-signed original and shall be binding on the Borrower, the
Administrative Agent, the LC Issuers and the Lenders.  The
Administrative Agent may also require that any such documents and signatures be
confirmed by a manually-signed original thereof; provided that the
failure to request or deliver the same shall not limit the effectiveness of any
facsimile document or signature.

    ARTICLE
XV

    COUNTERPARTS

    This
Agreement may be executed in any number of counterparts, all of which taken
together shall constitute one agreement, and any of the parties hereto
may execute this Agreement by signing any such counterpart. This Agreement
shall be effective when it has been executed by the Borrower, the Guarantors,
the Administrative Agent, the LC Issuers and the Lenders and each party has
notified the Administrative Agent by facsimile transmission or telephone that it
has taken such action.

    ARTICLE
XVI

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

    16.1 CHOICE OF
LAW.  THE LOAN DOCUMENTS (OTHER THAN THOSE CONTAINING A
CONTRARY EXPRESS CHOICE OF LAW PROVISION) SHALL BE CONSTRUED IN ACCORDANCE WITH
THE INTERNAL LAWS (INCLUDING 735 ILCS 105/5-1 ET SEQ., BUT OTHERWISE WITHOUT
REGARD TO CONFLICTS OF LAW PROVISIONS) OF THE STATE OF ILLINOIS, BUT GIVING
EFFECT TO FEDERAL LAWS APPLICABLE TO NATIONAL BANKS.

    16.2 CONSENT TO
JURISDICTION.  EACH OF THE BORROWER AND EACH GUARANTOR HEREBY
IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE JURISDICTION OF ANY UNITED STATES
FEDERAL OR ILLINOIS STATE COURT SITTING IN CHICAGO, ILLINOIS IN ANY ACTION OR
PROCEEDING ARISING OUT OF OR RELATING TO ANY LOAN DOCUMENTS, AND THE BORROWER
AND EACH GUARANTOR HEREBY IRREVOCABLY AGREE THAT ALL CLAIMS IN RESPECT OF SUCH
ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN ANY SUCH COURT AND
IRREVOCABLY WAIVE ANY OBJECTION IT MAY NOW OR HEREAFTER HAVE AS TO THE VENUE OF
ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN SUCH A COURT OR THAT SUCH COURT
IS AN INCONVENIENT FORUM. NOTHING HEREIN SHALL LIMIT THE RIGHT OF THE
ADMINISTRATIVE AGENT, ANY LC ISSUER OR ANY LENDER TO BRING PROCEEDINGS AGAINST
THE BORROWER OR ANY GUARANTOR IN THE COURTS OF ANY OTHER JURISDICTION. ANY
JUDICIAL PROCEEDING BY THE BORROWER OR ANY GUARANTOR AGAINST THE ADMINISTRATIVE
AGENT, ANY LC ISSUER OR ANY LENDER, OR ANY AFFILIATE OF THE ADMINISTRATIVE
AGENT, ANY LC ISSUER OR ANY LENDER INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER
IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH ANY LOAN DOCUMENT SHALL
BE BROUGHT ONLY IN A COURT IN CHICAGO, ILLINOIS .

    16.3 WAIVER OF JURY
TRIAL.  THE BORROWER, EACH GUARANTOR, THE ADMINISTRATIVE AGENT,
EACH LC ISSUER AND EACH LENDER HEREBY WAIVE TRIAL BY JURY IN ANY JUDICIAL
PROCEEDING INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER (WHETHER SOUNDING IN
TORT, CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED
WITH ANY LOAN DOCUMENT OR THE RELATIONSHIP ESTABLISHED THEREUNDER.

    [Signature
Pages Follow]

    1.1 

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

    


    VECTREN UTILITY HOLDINGS,
INC., as the Borrower

    


    By:
/s/Robert L.
Goocher                                                                         

    Name:
Robert L.
Goocher                                                                         

    Title: Vice President
and
Treasurer                                                                         

    


    


    INDIANA GAS COMPANY, INC., as
Guarantor

     

    
      By:
/s/Robert L.
Goocher                                                                         

      Name:
Robert L.
Goocher                                                                         

      Title: Vice President
and
Treasurer                                                                         


    

    
       

    

    


    SOUTHERN INDIANA GAS AND ELECTRIC
COMPANY, as Guarantor

     

    By:
/s/Robert L.
Goocher                                                                         

    Name:
Robert L.
Goocher                                                                         

    Title: Vice President
and
Treasurer                                                                         

    


    


    VECTREN ENERGY DELIVERY OF OHIO,
INC., as Guarantor

     

    By:
/s/Robert L.
Goocher                                                                         

    Name:
Robert L.
Goocher                                                                         

    Title: Vice President
and Treasurer   

     

    JPMORGAN CHASE BANK, N.A.,
Individually, as Administrative Agent and as an LC Issuer

    


    By: /s/
Robert C.
Mertensotto                                                                     

    Name:  Robert
C.
Mertensotto                                                                       

    Title: Managing
Director

                                                                            

    LASALLE BANK NATIONAL
ASSOCIATION,

    Individually,
as Syndication Agent and as an LC Issuer

    


    By:/s/
Sean P. Drinan

    Name: Sean
P.
Drinan                                                                        

    Title: First
Vice President

                                                                             

    WACHOVIA
BANK, N.A.

    


    By: /s/
Allison
Newman                                                                         

    Name:  Allison
Newman                                                                       

    Title: 
Vice President

                                                                            

    FIFTH
THIRD BANK

    


    By: /s/
Dwight
Hamilton                                                                         

    Name:  Dwight
Hamilton                                                                       

    Title: Senior
Vice President

     

    MIZUHO
CORPORATE BANK, LTD.

    


    By: /s/
Raymond
Ventura                                                                         

    Name:  Raymond
Ventura                                                                       

    Title: Deputy
General Manager

     

    UNION
BANK OF CALIFORNIA, N.A.

    


    By: /s/
Susan K.
Johnson                                                                        

    Name:  Susan
K.
Johnson                                                                       

    Title: Vice
President

     

    U.S.
BANK NATIONAL ASSOCIATION

    


    By: /s/
Karen
Meyer                                                                         

    Name:  Karen
Meyer                                                                       

    Title: Vice
President

     

    BANK
OF AMERICA, N.A.

    


    By: /s/
Brian
Sallee                                                                         

    Name:  Brian
Sallee                                                                       

    Title: Vice
President

     

    REGIONS
BANK

    


    By: /s/
Scott A.
Dvornik                                                                         

    Name:  Scott
A.
Dvornik                                                                       

    Title: Vice
President

     

    NATIONAL
CITY BANK, INDIANA

    


    By: /s/
Tracy
J. Venable                                                                         

    Name:  Tracy
J. Venable                                                                       

    Title: Vice
President

     

    THE
BANK OF NEW YORK

    


    By:/s/
Cynthia D.
Dowells                                                                         

    Name: Cynthia
D.
Dowells                                                                        

    Title: Vice
President

     

    OLD
NATIONAL BANK

    


    By: /s/
Sara L.
Miller                                                                         

    Name:  Sara
L.
Miller                                                                       

    Title: Vice
President

     

    INTEGRA
BANK NATIONAL ASSOCIATION

    


    By: /s/
Jeffrey D.
Jackson                                                                         

    Name:  Jeffrey
D.
Jackson                                                                       

    Title:
Senior Vice President

                                                                             

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    PRICING
SCHEDULE

    
      	
              Pricing

            	
              Level
      I Status

            	
              Level
      II Status

            	
              Level
      III Status

            	
              Level
      IV Status

            	
              Level
      V Status

            	
              Level
      VI Status

            
	
              Applicable
      Margin for Eurodollar Advances

            	
              0.230%

            	
              0.270%

            	
              0.350%

            	
              0.425%

            	
              0.500%

            	
              0.800%

            
	
              Applicable
      Margin for Floating Rate Advances

            	
              0.00%

            	
              0.00%

            	
              0.00%

            	
              0.00%

            	
              0.00%

            	
              0.00%

            
	
              Applicable
      Fee Rate

            	
              0.07%

            	
              0.08%

            	
              0.10%

            	
              0.125%

            	
              0.15%

            	
              0.20%

            


    

    In
addition, at any time that the Aggregate Outstanding Credit Exposure exceeds 50%
of the Aggregate Commitment, then the Applicable Margin for Floating Rate
Advances and Eurodollar Advances shall be increased by 0.10%.

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

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

    “Level II
Status” exists at any date if, on such date, (i) the Borrower has not qualified
for Level I Status and (ii) the Borrower’s Moody’s Rating is A3 or better or the
Borrower’s S&P Rating is A- or better.

    “Level
III Status” exists at any date if, on such date (i) the Borrower has not
qualified for Level I Status or Level II Status and (ii) the Borrower’s Moody’s
Rating is Baa1 or better and the Borrower’s S&P Rating is BBB+ or
better.

    “Level IV
Status” exists at any date if, on such date (i) the Borrower has not qualified
for Level I Status, Level II Status or Level III Status and (ii) the Borrower’s
Moody’s Rating is Baa2 or better and the Borrower’s S&P Rating is BBB or
better.

    “Level V
Status” exists at any date if, on such date (i) the Borrower has not qualified
for Level I Status, Level II Status, Level III Status or Level IV Status and
(ii) the Borrower’s Moody’s Rating is Baa3 or better and the Borrower’s S&P
Rating is BBB- or better.

    “Level VI
Status” exists at any date if, on such date, the Borrower has not qualified for
Level I Status, Level II Status, Level III Status, Level IV Status or Level V
Status.

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

    “Rating”
means the S&P Rating or the Moody’s Rating.

    “S&P Rating”
means, at any time, the credit rating issued by Standard and Poor’s Rating
Services, a division of The McGraw Hill Companies, Inc., and then in effect with
respect to the Borrower’s senior unsecured long-term debt securities without
third-party credit enhancement.

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

    The
Applicable Margin and Applicable Fee Rate shall be determined in accordance with
the foregoing table based on the Borrower’s Status as determined from its
then-current Moody’s and S&P Ratings.  The credit rating in effect
on any date for the purposes of this Schedule is that in effect at the close of
business on such date.  If at any time the Borrower has no Moody’s
Rating or no S&P Rating, but has a Rating, the Status shall be determined
based on the Rating that is then in effect.  If at any time the
Borrower has no Moody’s Rating and has no S&P Rating, Level VI Status shall
exist.  If the Borrower is split rated and the rating differential is
two credit rating levels or more, then the intermediate credit rating at the
midpoint (or, if there is no midpoint, the higher of the two credit ratings)
shall apply.

    SCHEDULE
I

    


    COMMITMENTS

    


    
      	
              Lender

            	 	
              Commitment

            	 
	 
      	 	 	 
	
              JPMorgan
      Chase Bank, N.A.

            	 	$	50,000,000	 
	
              LaSalle
      Bank National Association

            	 	$	50,000,000	 
	
              Wachovia
      Bank, N.A.

            	 	$	50,000,000	 
	
              Fifth
      Third Bank

            	 	$	35,000,000	 
	
              Mizuho
      Corporate Bank, Ltd.

            	 	$	35,000,000	 
	
              Union
      Bank of California, N.A.

            	 	$	70,000,000	 
	
              US
      Bank National Association

            	 	$	35,000,000	 
	
              Bank
      of America, N.A.

            	 	$	50,000,000	 
	
              Regions
      Bank

            	 	$	30,000,000	 
	
              National
      City Bank, Indiana

            	 	$	40,000,000	 
	
              The
      Bank of New York

            	 	$	35,000,000	 
	
              Old
      National

            	 	$	20,000,000	 
	
              Integra
      Bank National Association

            	 	$	15,000,000	 
	 
      	 	 	 	 
	
              Total

            	 	$	515,000,000	 


    

    SCHEDULE
1

    SUBSIDIARIES
AND OTHER INVESTMENTS

    


    
      	
              Investment In

            	
              Jurisdiction
      of

              Organization

            	
              Owned By

            	
              Percent

              Ownership

            
	
              Indiana
      Gas Company, Inc.

            	
              Indiana and
    Ohio

            	
              Vectren
      Utility Holdings, Inc.

            	
              100% 

            
	
              Southern
      Indiana Gas and Electric Company (“SIGECO”)

            	
              Indiana

            	
              Vectren
      Utility Holdings, Inc.

            	
              100%

            
	
              Vectren
      Energy Delivery of Ohio, Inc.

            	
              Ohio

            	
              Vectren
      Utility Holdings, Inc.

            	
              100% 

            


    

    


    SCHEDULE
2

    LIENS

    
      	
              Indebtedness

              Incurred By

            	
              Indebtedness

              Owed To

            	
              Property

              Encumbered (If Any)

            	 	
              Maturity
      and Amount

              of Indebtedness

            	 
	
              Southern
      Indiana Gas and Electric Company

              (“SIGECO”)

            	
              1st
      Mortgage Bonds

            	
              All
      Real Property of SIGECO

            	 	$	2015
      - 9,775,000	 
	
              SIGECO

            	
              1st
      Mortgage Bonds

            	
              All
      Real Property of SIGECO

            	 	$	2016
      - 13,000,000	 
	
              SIGECO

            	
              1st
      Mortgage Bonds

            	
              All
      Real Property of SIGECO

            	 	$	2020
      - 4,640,000	 
	
              SIGECO

            	
              1st
      Mortgage Bonds

            	
              All
      Real Property of SIGECO

            	 	$	2023
      - 22,550,000	 
	
              SIGECO

            	
              1st
      Mortgage Bonds

            	
              All
      Real Property of SIGECO

            	 	$	2024
      - 22,500,000	 
	
              SIGECO

            	
              1st
      Mortgage Bonds

            	
              All
      Real Property of SIGECO

            	 	$	2029
      - 80,000,000	 
	
              SIGECO

            	
              1st
      Mortgage Bonds

            	
              All
      Real Property of SIGECO

            	 	$	2030
      - 22,000,000	 


    

    


    SCHEDULE
5.7

    LITIGATION
AND CONTINGENT OBLIGATIONS

    Environmental
Matters

    NOx SIP Call
Matter

    Vectren
Corporation ("Vectren") has taken steps to comply with Indiana’s State
Implementation Plan (SIP) of the Clean Air Act (the Act).  These steps
include installing Selective Catalytic Reduction (SCR) systems at Culley
Generating Station Unit 3 (Culley), Warrick Generating Station Unit 4, and A.B.
Brown Generating Station Units 1 and 2.  SCR systems reduce flue gas
NOx emissions to atmospheric nitrogen and water using ammonia in a chemical
reaction.  This technology is known to currently be the most effective
method of reducing nitrogen oxide (NOx) emissions where high removal
efficiencies are required.

    The IURC
has issued orders that approve:

    
      	
              ·  

            	
              Vectren’s
      project to achieve environmental compliance by investing in clean coal
      technology;

            


    

    
      	
              ·  

            	
              a
      total capital cost investment for this project up to $250 million
      (excluding AFUDC and administrative overheads), subject to periodic review
      of the actual costs incurred;

            


    

    
      	
              ·  

            	
              a
      mechanism whereby, prior to an electric base rate case, Vectren may
      recover through a rider that is updated every six months, an 8% return on
      its weighted capital costs for the project;
and

            


    

    
      	
              ·  

            	
              ongoing
      recovery of operating costs, including depreciation and purchased emission
      allowances, related to the clean coal technology once the facility is
      placed into service.

            


    

    


    Through
September 30, 2005, capital investments approximating the level approved by the
IURC have been made.  Related annual operating expenses, including
depreciation expense, are estimated to be between $24 million and $27
million.

    Vectren
has achieved timely compliance through the reduction of Vectren’s overall NOx
emissions to levels compliant with Indiana’s NOx emissions budget allotted by
the USEPA.  Therefore, Vectren has recorded no accrual for potential
penalties that may result from noncompliance.

    Clean Air Interstate Rule
& Clean Air Mercury Rule

    In March
of 2005 USEPA finalized two new air emission reduction regulations.  The
Clean Air Interstate Rule (CAIR) is an allowance cap and trade program requiring
further reductions in Nitrogen Oxides (NOx) and Sulfur Dioxide (SO2) emissions
from coal-burning power plants.  The Clean Air Mercury Rule (CAMR) is an
allowance cap and trade program requiring further reductions in mercury
emissions from coal-burning power plants.  Both sets of regulations require
emission reductions in two phases.  The first phase deadline for both rules
is 2010 (2009 for NOx under CAIR), and the second phase deadline for compliance
with the emission reductions required under CAIR is 2015, while the second phase
deadline for compliance with the emission reduction requirements of CAMR is
2018.  Vectren is evaluating compliance options and fully expects to
be in compliance by the required deadlines.

    In May
2005, Vectren’s utility subsidiary, SIGECO, filed a new multi-emission
compliance plan with the IURC.  If approved, SIGECO’s coal-fired
plants will be 100% scrubbed for SO2, 90%
scrubbed for NOx, and mercury emissions will be reduced to meet the new mercury
reduction standards.  On October 20, 2005, Vectren and the OUCC filed
with the IURC a settlement agreement concerning the regulatory treatment and
recovery of the investment required by this plan.  If the settlement
agreement is approved, Vectren will recover a return on its capital investments,
which are expected to approximate $110 million, and related operating expenses
through a rider mechanism.  This rider mechanism will operate similar
to the rider used to recover NOx-related capital investments and operating
expenses.  Vectren expects a final order from the IURC related to this
settlement agreement before the end of 2005.

    Information
Request

    On
January 23, 2001, SIGECO received an information request from the USEPA under
Section 114 of the Clean Air Act for historical operational information on the
Warrick and A.B. Brown generating stations.  SIGECO has provided all
information requested with the most recent correspondence provided on March 26,
2001.

    Manufactured Gas
Plants

    In the
past, Indiana Gas, SIGECO, and others operated facilities for the manufacture of
gas.  Given the availability of natural gas transported by pipelines,
these facilities have not been operated for many years.  Under
currently applicable environmental laws and regulations, Indiana Gas, SIGECO,
and others may now be required to take remedial action if certain byproducts are
found above the regulatory thresholds at these sites.

    Indiana
Gas has identified the existence, location, and certain general characteristics
of 26 gas manufacturing and storage sites for which it may have some remedial
responsibility.  Indiana Gas has completed a remedial
investigation/feasibility study (RI/FS) at one of the sites under an agreed
order between Indiana Gas and the IDEM, and a Record of Decision was issued by
the IDEM in January 2000.  Although Indiana Gas has not begun an RI/FS
at additional sites, Indiana Gas has submitted several of the sites to the
IDEM's Voluntary Remediation Program  (VRP) and is currently
conducting some level of remedial activities, including groundwater monitoring
at certain sites, where deemed appropriate, and will continue remedial
activities at the sites as appropriate and necessary.

    In
conjunction with data compiled by environmental consultants, Indiana Gas has
accrued the estimated costs for further investigation, remediation, groundwater
monitoring, and related costs for the sites.  While the total costs
that may be incurred in connection with addressing these sites cannot be
determined at this time, Indiana Gas has recorded costs that it reasonably
expects to incur totaling approximately $20.4 million.

    The
estimated accrued costs are limited to Indiana Gas’ proportionate share of the
remediation efforts.  Indiana Gas has arrangements in place for 19 of
the 26 sites with other potentially responsible parties (PRP), which serve to
limit Indiana Gas’ share of response costs at these 19 sites to between 20% and
50%.

    With
respect to insurance coverage, Indiana Gas has received and recorded settlements
from all known insurance carriers in an aggregate amount approximating $20.4
million.

    Environmental
matters related to manufactured gas plants have had no material impact on
earnings since costs recorded to date approximate PRP and insurance settlement
recoveries.  While Indiana Gas has recorded all costs which it
presently expects to incur in connection with activities at these sites, it is
possible that future events may require some level of additional remedial
activities which are not presently foreseen.

    In
October 2002, Vectren received a formal information request letter from the IDEM
regarding five manufactured gas plants owned and/or operated by SIGECO and not
currently enrolled in the IDEM’s VRP.  In response, SIGECO submitted
to the IDEM the results of preliminary site investigations conducted in the
mid-1990’s.  These site investigations confirmed that based upon the
conditions known at the time, the sites posed no risk to human health or the
environment.  Follow up reviews have been initiated by Vectren to
confirm that the sites continue to pose no such risk.

    On
October 6, 2003, SIGECO filed applications to enter four of the manufactured gas
plant sites in IDEM's VRP.  The remaining site is currently being
addressed in the VRP by another Indiana utility.  SIGECO added those
four sites into the renewal of the global Voluntary Remediation Agreement that
Indiana Gas has in place with IDEM for its manufactured gas plant
sites.  That renewal was approved by the IDEM on February 24,
2004.  On July 13, 2004, SIGECO filed a declaratory judgment action
against its insurance carriers seeking a judgment finding its carriers liable
under the policies for coverage of further investigation and any necessary
remediation costs that SIGECO may accrue under the VRP program.  The
total investigative costs, and if necessary, costs of remediation at the four
SIGECO sites, as well as the amount of any PRP or insurance recoveries, cannot
be determined at this time.

    Jacobsville Superfund
Site

    On July
22, 2004, the USEPA listed the Jacobsville Neighborhood Soil Contamination site
in Evansville, Indiana, on the National Priorities List under the Comprehensive
Environmental Response, Compensation and Liability Act (CERCLA).  The
USEPA has identified four sources of historic lead
contamination.  These four sources shut down manufacturing operations
years ago.  When drawing up the boundaries for the listing, the USEPA
included a 250 acre block of properties surrounding the Jacobsville
Neighborhood, including Vectren’s Wagner Operations Center.  Vectren’s
property has not been named as a source of the lead contamination, nor does the
USEPA’s soil testing to date indicate that Vectren’s property contains lead
contaminated soils.  Vectren’s own soil testing, completed during the
construction of the Operations Center, did not indicate that Vectren’s property
contains lead contaminated soils.  At this time, Vectren anticipates
having only to conduct further soil testing, if required by the
USEPA.

    Regulatory
Matters

    Gas Cost Recovery (GCR)
Audit Proceedings

    On June
14, 2005, the PUCO issued an order disallowing the recovery of approximately
$9.6 million of gas costs relating to the two year audit period ended November
2002.  That audit period provided the PUCO staff its initial review of
the portfolio administration arrangement between VEDO and ProLiance Energy, LLC,
a subsidiary of Vectren ("ProLiance").  The disallowance includes
approximately $1.3 million relating to pipeline refunds and penalties and
approximately $4.5 million of costs for winter delivery services purchased by
VEDO to ensure reliability over the two year period.  The PUCO also
held that ProLiance should have credited to VEDO an additional $3.8 million more
than credits actually received for the right to use VEDO’s gas transportation
capacity periodically during the periods when it was not required for serving
VEDO’s customers.  The PUCO also directed VEDO to either submit its
receipt of portfolio administration services to a request for proposal process
or to in-source those functions.

    During
the fourth quarter of 2004, Vectren recorded a reserve of $1.5 million for this
matter.  An additional pretax charge of $3.0 million was recorded in
Cost of Gas Sold in the second quarter of 2005.  The reserve reflects
management’s assessment of the impact of the June 14 decision, an estimate of
any current impact that decision may have on subsequent audit periods, and an
estimate of a sharing in any final disallowance by Vectren’s partner in
ProLiance.

    Notwithstanding
the additional charge, Vectren management believes that there exists a sound
basis to challenge the aspects of the decision related to the $4.5 million
winter delivery service issue and the $3.8 million portfolio administration
issue.  VEDO filed its request for rehearing on July 14, 2005, and on
August 10, 2005, the PUCO granted rehearing to further consider the $3.8 million
portfolio administration issue and all interest on the findings, but denied
rehearing on all other aspects of the case.  On October 7, 2005,
Vectren filed an appeal with the Ohio Supreme Court requesting that the $4.5
million disallowance related to the winter delivery service issue be
reversed.  A schedule to file briefs with the court has yet to be
determined.  In addition, Vectren solicited and received bids for
VEDO’s gas supply and portfolio administration services and has selected a third
party provider, who began providing services to VEDO on November 1, 2005, under
a one year contract.

    


    Commodity
Prices

    Commodity
prices for natural gas purchases are expected to increase for the 2005 - 2006
heating season, primarily due to tight supplies.  Subject to
compliance with applicable state laws, Vectren’s utility subsidiaries are
allowed full recovery of such changes in purchased gas costs from their retail
customers through commission-approved gas cost adjustment mechanisms, and margin
on gas sales should not be impacted.  However, it is reasonably
possible that as a result of this near term change in the commodity price for
natural gas Vectren’s utility subsidiaries will experience increased interest
expense due to higher working capital requirements; increased uncollectible
accounts expense and unaccounted for gas; and some level of price sensitive
reduction in volumes sold.  In response to higher gas prices, Vectren
is seeking to increase its utility-related credit facilities.

    


    SCHEDULE
5.16

    ENVIRONMENTAL
MATTERS

    See
Schedule 5.7, which Schedule is incorporated herein by this
reference.

    SCHEDULE
6.16

    CERTAIN
RESTRICTIONS

    


    


    
      	
              1.  

            	
              An
      order of the Securities and Exchange Commission dated October 12, 1944
      under the Public Utility Holding Company Act of 1935 in effect restricts
      the payment of cash dividends on common stock of Southern Indiana Gas and
      Electric Company (“SIGECO”), a wholly owned subsidiary of Borrower to 75%
      of net income available for distribution to the common stock, earned
      subsequent to December 31, 1943, if the percentage of common stock
      equity to total capitalization and surplus, as defined, is less than
      25%.  At December 31, 2003, such ratio amounted to approximately
      52%.

            


    

    
      	
              2.  

            	
              The
      payment of cash dividends on SIGECO’s common stock to Borrower is, in
      effect, restricted by SIGECO’s First Mortgage Indenture (the
      “Mortgage”).  The Mortgage restricts dividends to accumulated
      surplus available for distribution to common stock earned subsequent to
      December 31, 1947 if amounts deducted from earnings for current repairs
      and maintenance and provisions for renewals, replacements and depreciation
      of all the property of SIGECO are less than amounts specified in the
      Mortgage.  (Section 1.02 of the Supplemental Indenture dated as
      of July 1, 1948, as supplemented.)  No amount was restricted
      against cash dividends on common stock as of December 31, 2003 under this
      restriction.

            


    

    SCHEDULE
14.1

    NOTICE
INFORMATION

    


    BORROWER

    


    One
Vectren Square

    Evansville,
Indiana  47708

    Attention:
Robert L. Goocher

    Telephone:  (812)
491-4080

    FAX:  (812)
491-4346

    


    GUARANTORS

    


    One
Vectren Square

    Evansville,
Indiana  47708

    Attention:
Robert L. Goocher

    Telephone:  (812)
491-4080

    FAX:  (812)
491-4346

    


    JPMORGAN CHASE BANK,
N.A.,

    Individually,
as Administrative Agent and as an LC Issuer

    


    Notices
(other than Borrowing Notices):

    


    600
Travis, 20th Floor

    Houston,
TX 77030

    Attention:  Robert
Traband

    Telephone:
(713) 216-1081

    FAX:
(713) 216-8870

    Email:
robert.traband@jpmorgan.com

    


    Borrowing
Notices:

    


    Loan
& Agency Services

    1111
Fannin 10FL

    Houston
TX, 77002

    Telephone:  (713)
750-2267

    FAX:  (713)
427-6307

    


    LASALLE BANK NATIONAL
ASSOCIATION,

    Individually,
as Syndication Agent and as an LC Issuer

    


    135 South
LaSalle Street

    Chicago,
Illinois 60603

    Attention:
Sean Drinan

    Telephone:  (312)
992-2039

    FAX:  (312)
904-1994

    email:
sean.drinan@abnamro.com

    


    WACHOVIA BANK,
N.A.

    301 S.
College St.

    Charlotte,
North Carolina 28288

    Attention:
Allison Newman

    Telephone:
704-383-5260

    FAX:
704-383-6647

    E-mail:
allison.newman@wachovia.com

    


    FIFTH THIRD
BANK

    20 NW
Third Street

    Evansville,
Indiana 47739-0001

    Attention:
Dwight Hamilton

    Telephone:
(812) 456-3394

    FAX:
(812) 456-4060

    E-mail:
Dwight.Hamilton@53.com

    


    MIZUHO CORPORATE
BANK,
LTD.

    1251
Avenue of the Americas

    New York,
New York 10020

    Attention:
Nelson Chang

    Telephone:
212-282-3465

    FAX:
212-282-4488

    E-mail:
nelson.chang@mizuhocbus.com

    


    UNION BANK OF
CALIFORNIA,
N.A.

    445 South
Figueroa Street, 15th
Floor

    Los
Angeles, California 90071

    Attention:  Kevin
Zitar

    Telephone:
(213) 236-5503

    FAX:
(213) 236-4096

    Email:
kevin.zitar@uboc.com

    


    U.S. BANK NATIONAL
ASSOCIATION

    7th &
Washington; 12th Floor

    St.
Louis, MO  63101

    Attention:
Roger Gross

    Telephone:
(314) 418-8196

    FAX:
(314) 418-3859

    E-mail:
roger.gross@usbank.com

    


    BANK OF
AMERICA

    414 Union
Street

    Nashville,
Tennessee 37219

    Attention:
Brian Sallee

    Telephone:
615-749-3769

    FAX:
615-749-4762

    E-mail:
brian.sallee@bankofamerica.com

    


    REGIONS
BANK

    One
Indiana Square

    Suite
227

    Indianapolis,
IN 46204

    Attention:
Scott A. Dvornik

    Telephone:
317-221-6087

    FAX:
317-221-6120

    E-mail:
scott.dvornik@regions.com

    


    NATIONAL CITY BANK,
INDIANA

    One
National City Center, Suite 200E

    Indianapolis,
Indiana 46255

    Attention:
Tracy J. Venable

    Telephone:
(317) 267-7066

    FAX:
(317) 267-8899

    Email:
tracy.venable@nationalcity.com

    


    THE BANK OF NEW
YORK

    One Wall
Street, 19th
Floor

    New York,
New York

    Attention:
Cynthia Howells

    Telephone:
212-635-7889

    FAX:
212-635-7932

    E-mail:
chowells@bankofny.com

    


    OLD NATIONAL
BANK

    420 Main
Street

    Evansville,
Indiana 47708

    Attention:
Sara L. Miller

    Telephone:
(812) 464-1568

    FAX:
(812) 464-1262

    Email:
sara_miller@oldnational.com

    


    INTEGRA BANK NATIONAL
ASSOCIATION

    21 S.E.
Third Street

    Evansville,
IN 47705

    Attention:  Jeffrey
Jackson

    Telephone:
(812) 464-9802

    FAX:
(812) 464-9691

    Email:
jjackson@integrabank.com

    


    EXHIBIT
A

    NOTE

    $                                                                                                           Date:
_____, 200__

    Chicago, Illinois

    FOR VALUE
RECEIVED, VECTREN UTILITY HOLDINGS, INC., an Indiana corporation (the “Borrower”), hereby
promises to pay to the order of   (the “Lender”), or its
assigns, at the main office of JPMORGAN CHASE BANK, N.A. (the “Administrative
Agent”), as Administrative Agent under the Agreement (hereinafter
defined) in Chicago, Illinois, or at such other place as the holder hereof
may designate in writing, the principal sum of __________ Dollars ($), or
the aggregate unpaid principal amount of all Loans made by the Lender to the
Borrower pursuant to Article II of the Agreement, in lawful money of the United
States of America and in immediately available funds, together with interest on
the unpaid principal balance existing from time to time at the per annum rates
and on the dates set forth in the Agreement.  The Borrower shall pay
the principal and accrued and unpaid interest on the Loans in full on the
Facility Termination Date, and shall make such mandatory payments as are
required to be made under the terms of Article II of the Agreement.

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

    This Note
is issued pursuant to, is entitled to the benefit of, and is subject to the
provisions of that certain Credit Agreement dated as of November 10, 2005 among
the Borrower, Indiana Gas Company, Inc., as Guarantor, Southern Indiana Gas and
Electric Company, as Guarantor, Vectren Energy Delivery of Ohio, Inc., as
Guarantor, the lenders party thereto, including the Lender, and JPMorgan Chase
Bank, N.A., as the Administrative Agent for the Lenders (as the same may be
amended from time to time, the “Agreement”), to which
Agreement reference is hereby made for a statement of the terms and conditions
governing this Note, including, without limitation, the terms and conditions
under which this Note may be prepaid or its maturity date
accelerated.  This Note is guaranteed, as more specifically described
in the Agreement, and reference is made thereto for a statement of the terms and
provisions thereof.  Capitalized terms used herein and not otherwise
defined herein are used with the meanings attributed to them in the
Agreement.

    Subject
to any applicable grace or cure period set forth in the Agreement, if the
Borrower fails to make the payment of any installment of principal or interest,
as provided in the Agreement, or upon the occurrence of any other Default, then
in any of such events, or at any time thereafter prior to such Default being
cured, the entire principal balance of this Note, and all accrued and unpaid
interest thereon, irrespective of the maturity date specified herein or in the
Agreement, together with reasonable attorneys’ fees and other costs incurred in
collecting or enforcing payment or performance hereof and with interest from the
date of Default on the unpaid principal balance hereof at the Default rate
specified in Section 2.11 of the Agreement, shall, at the election of the
Required Lenders (except as otherwise provided for automatic acceleration on the
occurrence of certain Defaults specified in the Agreement), and without relief
from valuation and appraisement laws, become immediately due and
payable.

    The
Borrower and all endorsers, guarantors, sureties, accommodation parties hereof
and all other parties liable or to become liable for all or any part of this
indebtedness, severally waive demand, presentment for payment, notice of
dishonor, protest and notice of protest and expressly agree that this Note and
any payment coming due under it may be extended or otherwise modified from
time to time without in any way affecting their liability
hereunder.

    Notice of
acceptance of this Note by the Lender is hereby waived.

    THE
BORROWER, AFTER CONSULTING OR HAVING HAD THE OPPORTUNITY TO CONSULT WITH
COUNSEL, KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT IT
MAY HAVE TO A TRIAL BY JURY IN ANY LITIGATION BASED UPON OR ARISING OUT OF
THIS NOTE OR ANY OTHER LOAN DOCUMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED BY
THIS NOTE OR ANY COURSE OF CONDUCT, DEALING, STATEMENTS, WHETHER ORAL OR
WRITTEN, OR ACTIONS OF THE BORROWER OR ANY OF THE LENDERS.  THE
BORROWER SHALL NOT SEEK TO CONSOLIDATE, BY COUNTERCLAIM OR OTHERWISE, ANY ACTION
IN WHICH A JURY TRIAL HAS BEEN WAIVED WITH ANY OTHER ACTION IN WHICH A JURY
TRIAL CANNOT BE OR HAS NOT BEEN WAIVED.  THESE PROVISIONS SHALL NOT BE
DEEMED TO HAVE BEEN MODIFIED IN ANY RESPECT OR RELINQUISHED BY THE LENDERS
EXCEPT BY WRITTEN INSTRUMENT EXECUTED BY THE BORROWER, THE LENDER AND THE OTHER
LENDERS.

    IN
WITNESS WHEREOF, the Borrower has caused this Note to be executed by its duly
authorized officer as of the day and year first hereinabove
written.

    VECTREN
UTILITY HOLDINGS, INC.

    By:                                                                           

    Its:                                                                           

    SCHEDULE OF
LOANS

    AND PAYMENTS OF
PRINCIPAL

    


    BORROWER:                           VECTREN
UTILITY HOLDINGS, INC.

    NOTE
DATED:                           ______,
200__

    


    
      	
              Date

            	
              Principal

              Amount

              of Loan

            	
              Type

              of Loan

            	
              Maturity

              of
      Interest

              Period

            	
              Amount
      of

              Principal Repaid

            	
              Unpaid

              Balance

            	
              Maturity

            
	 
      
	 
      
	 
      
	 
      
	 
      
	 
      
	 
      
	 
      
	 
      
	 
      
	 
      
	 
      
	 
      
	 
      
	 
      


    

    EXHIBIT
B

    COMPLIANCE
CERTIFICATE

    To:           The
Lenders parties to the

    Credit
Agreement Described Below

    This
Compliance Certificate is furnished pursuant to that certain Credit Agreement
dated as of November 10, 2005 (as amended, modified, renewed or extended from
time to time, the “Agreement”) among
VECTREN UTILITY HOLDINGS, INC. (the “Borrower”), INDIANA
GAS COMPANY, INC., as Guarantor, SOUTHERN INDIANA GAS AND ELECTRIC COMPANY, as
Guarantor, VECTREN ENERGY DELIVERY OF OHIO, INC., as Guarantor, the lenders
party thereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent for the
Lenders.  Unless otherwise defined herein, capitalized terms used in
this Compliance Certificate have the meanings ascribed thereto in the
Agreement.

    THE
UNDERSIGNED HEREBY CERTIFIES THAT:

    
      	
              1.  

            	
              I
      am the duly elected _____________ of the
  Borrower;

            


    

    
      	
              2.  

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

            


    

    
      	
              3.  

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

            


    

    
      	
              4.  

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

            


    

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

    
      	 
      


    

    


    The
foregoing certifications, together with the computations set forth in Schedule I
hereto and the financial statements delivered with this Certificate in support
hereof, are made and delivered this     
day of , 200__.

    VECTREN
UTILITY HOLDINGS, INC.

    


    By:                                                                           

    Its:                                                                           

    SCHEDULE
I TO COMPLIANCE CERTIFICATE

    Compliance
as of               ,
 200      
with

    Provisions
of Section 6.15 of

    the
Agreement

    


    EXHIBIT
C

    LOAN/CREDIT
RELATED MONEY TRANSFER INSTRUCTION

    To
JPMorgan Chase Bank, N.A.,

    as
Administrative Agent (the “Administrative Agent”) under the
Credit Agreement

    
      	
               
      

            	
              Described
      Below.

            


    

    
      	
              Re:

            	
              Credit
      Agreement, dated as of November 10, 2005 (as the same may be amended
      or modified, the “Credit
      Agreement”), among VECTREN UTILITY HOLDINGS, INC. (the “Borrower”),
      INDIANA GAS COMPANY, INC., as Guarantor, SOUTHERN INDIANA GAS AND ELECTRIC
      COMPANY, as Guarantor, VECTREN ENERGY DELIVERY OF OHIO, INC., as
      Guarantor,  the Lenders named therein and the Administrative
      Agent.  Capitalized terms used herein and not otherwise defined
      herein shall have the meanings assigned thereto in the Credit
      Agreement.

            


    

    


    The
Administrative Agent is specifically authorized and directed to act upon the
following standing money transfer instructions with respect to the proceeds of
Advances or other extensions of credit from time to time until receipt by the
Administrative Agent of a specific written revocation of such instructions by
the Borrower, provided, however, that the Administrative
Agent may otherwise transfer funds as hereafter directed in writing by the
Borrower in accordance with Section 14.1 of the Credit Agreement or based
on any telephonic notice made in accordance with Section 2.13 of the Credit
Agreement.

    
      	
               
      

            	
              Facility
      Identification Number(s):

            


    

    Customer/Account
Name  Vectren Utility Holdings,
Inc._                                                                                                                                          

    Transfer
Funds To National City
Bank, ABA
074000065_                                                                                                                                          

    For
Account No.698 309
595_                                                                                                                                          

    Reference/Attention
To                                                                                                                                          

    Authorized
Officer (Customer
Representative)                                                                                     Date                                                      

    
      	 
      	 
      	 
      


    

    (Please
Print)                                                                                     Signature

    
      	
              Bank
      Officer Name

            	 
      	
              Date

            
	 
      	 
      	 
      
	 
      	 
      	 
      


    

    (Please
Print)                                                                                     Signature

    (Deliver
Completed Form to Credit Support Staff For Immediate Processing)

    EXHIBIT
D

    ASSIGNMENT
AND ASSUMPTION AGREEMENT

    


    This Assignment and Assumption (the
“Assignment and
Assumption”) is dated as of the Effective Date set forth below and is
entered into by and between [Insert name of Assignor] (the
“Assignor”) and
[Insert name of
Assignee] (the “Assignee”).  Capitalized
terms used but not defined herein shall have the meanings given to them in the
Credit Agreement identified below (as amended, the “Credit Agreement”),
receipt of a copy of which is hereby acknowledged by the
Assignee.  The Terms and Conditions set forth in Annex 1 attached
hereto are hereby agreed to and incorporated herein by reference and made a part
of this Assignment and Assumption as if set forth herein in full.

    


    For an agreed consideration, the
Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee
hereby irrevocably purchases and assumes from the Assignor, subject to and in
accordance with the Terms and Conditions and the Credit Agreement, as of the
Effective Date inserted by the Administrative Agent as contemplated below, the
interest in and to all of the Assignor’s rights and obligations in its capacity
as a Lender under the Credit Agreement and any other documents or instruments
delivered pursuant thereto that represents the amount and percentage interest
identified below of all of the Assignor’s outstanding rights and obligations
under the respective facilities identified below (including without limitation
any letters of credit, guaranties and swingline loans included in such
facilities and, to the extent permitted to be assigned under applicable law, all
claims (including without limitation contract claims, tort claims, malpractice
claims, statutory claims and all other claims at law or in equity), suits,
causes of action and any other right of the Assignor against any Person whether
known or unknown arising under or in connection with the Credit Agreement, any
other documents or instruments delivered pursuant thereto or the loan
transactions governed thereby) (the “Assigned
Interest”).  Such sale and assignment is without recourse to
the Assignor and, except as expressly provided in this Assignment and
Assumption, without representation or warranty by the Assignor.

    


    1.           Assignor:                      

    


    2.           Assignee:                       [and is an Affiliate

    of [identify Lender]]1

    


    3.           Borrower(s):                      

    


    4.           Agent:                                 , as the administrative agent under
the

    Credit Agreement.

    


    
      	
              5.

            	
              Credit
      Agreement:

            	
              The
      [amount] Credit
      Agreement dated as of _______________
a

            


    

    
      	
               
      

            	
              among
      [name of
      Borrower(s)], the Lenders party thereto, [name ofAgent], as
      Administrative Agent, and the other agents party
  thereto.

            


    

    


    1 Select
as applicable.

    


    6.           Assigned
Interest:

    


    
      	
               

               

              Facility
      Assigned

            	 	
              Aggregate
      Amount of

              Commitment/Loans
      for all Lenders*

            	 	 	
              Amount
      of Commitment/Loans Assigned*

            	 	
               

              Percentage
      Assigned of Commitment/Loans2

            
	
              ____________3

            	 	$	 	 	 	$	 	 	
              _______%

            
	
              ____________

            	 	$	 	 	 	$	 	 	
              _______%

            
	
              ____________

            	 	$	 	 	 	$	 	 	
              _______%

            


    

    


    7.           Trade
Date:                      4

    


    Effective
Date: ____________________, 20__ [TO BE INSERTED BY AGENT AND WHICH SHALL BE THE
EFFECTIVE DATE OF RECORDATION OF TRANSFER BY THE ADMINISTRATIVE
AGENT.]

    


    The terms set forth in this Assignment
and Assumption are hereby agreed to:

    


    ASSIGNOR

    [NAME OF ASSIGNOR]

    


    By:                                                                

    Title:

    


    ASSIGNEE

    [NAME OF
ASSIGNEE]

    


    By:                                                                

    Title:

    


    [Consented
to and]5 Accepted:

    


    [NAME OF
AGENT], as Administrative Agent

    


    By:                                                      

    Title:

    


    [Consented
to:]6

    


    *Amount
to be adjusted by the counterparties to take into account any payments or
prepayments made between the Trade Date and the Effective Date.

    2 Set
forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all
Lenders thereunder.

    3 Fill
in the appropriate terminology for the types of facilities under the Credit
Agreement that are being assigned under this Assignment (e.g. “Revolving Credit
Commitment,” “Term Loan Commitment,”, etc.)

    4
Insert if satisfaction of minimum amounts is to be determined as of the
Trade Date.

    5 To be
added only if the consent of the Administrative Agent is required by the terms
of the Credit Agreement.

    6 To be
added only if the consent of the Borrower and/or other parties (e.g. Swingline
Lender, L/C Issuer) is required by the terms of the Credit
Agreement.

    


    


    [NAME OF
RELEVANT PARTY]

    


    By:                                                                

    Title:

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    ANNEX
1

    TERMS
AND CONDITIONS FOR

    ASSIGNMENT
AND ASSUMPTION

    


    1.  Representations and
Warranties.

    


    1.1   Assignor.  The
Assignor represents and warrants that (i) it is the legal and beneficial owner
of the Assigned Interest, (ii) the Assigned Interest is free and clear of any
lien, encumbrance or other adverse claim and (iii) it has full power and
authority, and has taken all action necessary, to execute and deliver this
Assignment and Assumption and to consummate the transactions contemplated
hereby.  Neither the Assignor nor any of its officers, directors,
employees, agents or attorneys shall be responsible for (i) any statements,
warranties or representations made in or in connection with the Credit Agreement
or any other Loan Document, (ii) the execution, legality, validity,
enforceability, genuineness, sufficiency, perfection, priority, collectibility,
or value of the Loan Documents or any collateral thereunder, (iii) the financial
condition of the Borrower, any of its Subsidiaries or Affiliates or any other
Person obligated in respect of any Loan Document, (iv) the performance or
observance by the Borrower, any of its Subsidiaries or Affiliates or any other
Person of any of their respective obligations under any Loan Document, (v)
inspecting any of the property, books or records of the Borrower, or any
guarantor, or (vi) any mistake, error of judgment, or action taken or omitted to
be taken in connection with the Loans or the Loan Documents.

    


    1.2.  Assignee.  The
Assignee (a) represents and warrants that (i) it has full power and authority,
and has taken all action necessary, to execute and deliver this Assignment and
Assumption and to consummate the transactions contemplated hereby and to become
a Lender under the Credit Agreement, (ii) from and after the Effective Date, it
shall be bound by the provisions of the Credit Agreement as a Lender thereunder
and, to the extent of the Assigned Interest, shall have the obligations of a
Lender thereunder, (iii) agrees that its payment instructions and notice
instructions are as set forth in Schedule 1 to this Assignment and Assumption,
(iv) confirms that none of the funds, monies, assets or other consideration
being used to make the purchase and assumption hereunder are “plan assets” as
defined under ERISA and that its rights, benefits and interests in and under the
Loan Documents will not be “plan assets” under ERISA, (v) agrees to indemnify
and hold the Assignor harmless against all losses, costs and expenses
(including, without limitation, reasonable attorneys’ fees) and liabilities
incurred by the Assignor in connection with or arising in any manner from the
Assignee’s non-performance of the obligations assumed under this Assignment and
Assumption, (vi) it has received a copy of  the Credit Agreement,
together with copies of financial statements and such other documents and
information as it has deemed appropriate to make its own credit analysis and
decision to enter into this Assignment and Assumption and to purchase the
Assigned Interest on the basis of which it has made such analysis and decision
independently and without reliance on the Administrative Agent or any other
Lender, and (vii) attached as Schedule 1 to this Assignment and Assumption is
any documentation required to be delivered by the Assignee with respect to its
tax status pursuant to the terms of the Credit Agreement, duly completed and
executed by the Assignee and (b) agrees that (i) it will, independently and
without reliance on the Administrative Agent, the Assignor or any other Lender,
and based on such documents and information as it shall deem appropriate at the
time, continue to make its own credit decisions in taking or not taking action
under the Loan Documents, and (ii) it will perform in accordance with their
terms all of the obligations which by the terms of the Loan Documents are
required to be performed by it as a Lender.

    


    2.   Payments.    The
Assignee shall pay the Assignor, on the Effective Date, the amount agreed to by
the Assignor and the Assignee.  From and after the Effective Date, the
Administrative Agent shall make all payments in respect of the Assigned Interest
(including payments of principal, interest, fees and other amounts) to the
Assignor for amounts which have accrued to but excluding the Effective Date and
to the Assignee for amounts which have accrued from and after the Effective
Date.

    


    3.  General Provisions.
This Assignment and Assumption shall be binding upon, and inure to the benefit
of, the parties hereto and their respective successors and
assigns.  This Assignment and Assumption may be executed in any number
of counterparts, which together shall constitute one
instrument.  Delivery of an executed counterpart of a signature page
of this Assignment and Assumption by telecopy shall be effective as delivery of
a manually executed counterpart of this Assignment and
Assumption.  This Assignment and Assumption shall be governed by, and
construed in accordance with, the law of the State of Illinois.

    


    EXHIBIT
E

    FORM OF
INCREASE REQUEST

    __________________,
200                                                      

    JPMorgan
Chase Bank, N.A., as Administrative Agent

    
      	
               
      

            	
              under
      the Credit Agreement referred to
below

            


    

    
      	
               
      

            	
              Ladies/Gentlemen:

            


    

    Please
refer to the Credit Agreement dated as of November 10, 2005 among Vectren
Utility Holdings, Inc. (the “Borrower”), various
guarantors, various financial institutions and JPMorgan Chase Bank, N.A., as
Administrative Agent (as amended, modified, extended or restated from time to
time, the “Credit
Agreement”).  Capitalized terms used but not defined herein
have the respective meanings set forth in the Credit Agreement.

    In
accordance with Section 2.5.3 of the Credit Agreement, the Borrower hereby
requests an increase in the Aggregate Commitment from $__________ to
$__________.  Such increase shall be made by [increasing the
Commitment of ____________ from $________ to $________] [adding _____________ as
a Lender under the Credit Agreement with a Commitment of $____________] as set
forth in the letter attached hereto.  Such increase shall be effective
three Business Days after the date that the Administrative Agent accepts the
letter attached hereto or such other date as is agreed among the Borrower, the
Administrative Agent and the [increasing] [new] Lender.

    Very
truly yours,

    VECTREN
UTILITY HOLDINGS, INC.

    By:_________________________________

    Name:______________________________

    Title:_______________________________

    


    Acknowledged.  The
obligations of the

    undersigned
under the Credit Agreement

    (including
Article XIII
thereof) shall remain

    in full
force and effect after the effectiveness

    of the
foregoing increase in the Aggregate

    
      	
               
      

            	
              Commitment.

            


    

    
      	
               
      

            	
              INDIANA
      GAS COMPANY, INC., as Guarantor

            


    

    
      	
               
      

            	
              By:_________________________________

            


    

    
      	
               
      

            	
              Name:_________________________________

            


    

    
      	
               
      

            	
              Title:
      __________________________________

            


    

    
      	
               
      

            	
              SOUTHERN
      INDIANA GAS AND ELECTRIC COMPANY, as
Guarantor

            


    

    
      	
               
      

            	
              By:_________________________________

            


    

    
      	
               
      

            	
              Name:_________________________________

            


    

    
      	
               
      

            	
              Title:
      __________________________________

            


    

    
      	
               
      

            	
              VECTREN
      ENERGY DELIVERY OF OHIO, INC., as
Guarantor

            


    

    
      	
               
      

            	
              By:_________________________________

            


    

    
      	
               
      

            	
              Name:_________________________________

            


    

    
      	
               
      

            	
              Title:
      __________________________________

            


    

    ANNEX I
TO EXHIBIT E

    _____,
200__

    JPMorgan
Chase Bank, N.A., as Administrative Agent

    
      	
               
      

            	
              under
      the Credit Agreement referred to
below

            


    

    
      	
               
      

            	
              Ladies/Gentlemen:

            


    

    Please
refer to the letter dated __________, 200__ from Vectren Utility Holdings,
Inc.  (the “Borrower”) requesting
an increase in the Aggregate Commitment from $__________ to $__________ pursuant
to Section 2.5.3 of the Credit Agreement dated as of November 10, 2005 among the
Borrower, various financial institutions and JPMorgan Chase Bank, N.A., as
Administrative Agent (as amended, modified, extended or restated from time to
time, the “Credit
Agreement”).  Capitalized terms used but not defined herein
have the respective meanings set forth in the Credit Agreement.

    The
undersigned hereby confirms that it has agreed to increase its Commitment under
the Credit Agreement from $__________ to $__________ effective on the date which
is three Business Days after the acceptance hereof by the Administrative Agent
or on such other date as may be agreed among the Borrower, the Administrative
Agent and the undersigned.

    Very
truly yours,

    [NAME OF
INCREASING LENDER]

    By:                                                                           

    Title:                                                                           

    


    


    
      	
               
      

            	
              Accepted
      as of

            


    

    
      	
               
      

            	
              _________,
      200__

            


    

    
      	
               
      

            	
              JPMORGAN
      CHASE BANK, N.A.,

            


    

    
      	
               
      

            	
                as
      Administrative Agent

            


    

    
      	
               
      

            	
              By:________________________________

            


    

    
      	
               
      

            	
              Name:_____________________________

            


    

    
      	
               
      

            	
              Title:
      ______________________________

            


    

    ANNEX II
TO EXHIBIT E

    _____,
200__

    JPMorgan
Chase Bank, N.A., as Administrative Agent

    
      	
               
      

            	
              under
      the Credit Agreement referred to
below

            


    

    
      	
               
      

            	
              Ladies/Gentlemen:

            


    

    Please
refer to the letter dated __________, 200__ from Vectren Utility Holdings,
Inc.  (the “Borrower”) requesting
an increase in the Aggregate Commitment from $__________ to $__________ pursuant
to Section 2.5.3 of the Credit Agreement dated as of November 10, 2005 among the
Borrower, various financial institutions and JPMorgan Chase Bank, N.A., as
Administrative Agent (as amended, modified, extended or restated from time to
time, the “Credit
Agreement”).  Capitalized terms used but not defined herein
have the respective meanings set forth in the Credit Agreement.

    The
undersigned hereby confirms that it has agreed to become a Lender under the
Credit Agreement with a Commitment of $__________ effective on the date which is
three Business Days after the acceptance hereof, and consent hereto, by the
Administrative Agent or on such other date as may be agreed among the Borrower,
the Administrative Agent and the undersigned.

    The
undersigned (a) acknowledges that it has received a copy of the Credit Agreement
and the Schedules and Exhibits thereto, together with copies of the most recent
financial statements delivered by the Borrower pursuant to the Credit Agreement,
and such other documents and information as it has deemed appropriate to make
its own credit and legal analysis and decision to become a Lender under the
Credit Agreement; and (b) agrees that it will, independently and without
reliance upon the Administrative Agent or any other Lender and based on such
documents and information as it shall deem appropriate at the time, continue to
make its own credit and legal decisions in taking or not taking action under the
Credit Agreement.

    The
undersigned represents and warrants that (i) it is duly organized and existing
and it has full power and authority to take, and has taken, all action necessary
to execute and deliver this letter and to become a Lender under the Credit
Agreement; and (ii) no notices to, or consents, authorizations or approvals of,
any Person are required (other than any already given or obtained) for its due
execution and delivery of this letter and the performance of its obligations as
a Lender under the Credit Agreement.

    The
undersigned agrees to execute and deliver such other instruments, and take such
other actions, as the Administrative Agent may reasonably request in connection
with the transactions contemplated by this letter.

    The
following administrative details apply to the undersigned:

    (A)           Notice
Address:

    Legal
name:                      _________________________

    Address:                      _________________________

    _________________________

    _________________________

    Attention:  ____________________________

    Telephone:  (___)
______________________

    Facsimile:  (___)
_______________________

    


    (B)           Payment
Instructions:

    Account
No.:                      _________________________

    At:                      _________________________

    _________________________

    _________________________

    Reference:                      _________________________

    Attention:                      _________________________

    


    The
undersigned acknowledges and agrees that, on the date on which the undersigned
becomes a Lender under the Credit Agreement as set forth in the second paragraph
hereof, the undersigned will be bound by the terms of the Credit Agreement as
fully and to the same extent as if the undersigned were an original Lender under
the Credit Agreement.

    Very
truly yours,

    [NAME OF
NEW LENDER]

    By:_________________________

    Title:________________________

    Accepted
and consented to as of

    
      	
               
      

            	
              ______________,
      200___

            


    

    
      	
               
      

            	
              JPMORGAN
      CHASE BANK, N.A.,

            


    

    
      	
               
      

            	
                as
      Administrative Agent

            


    

    By:
_____________________________

    Name:
___________________________

    
      	
               
      

            	
              Title:
      ____________________________