CREDIT AGREEMENT

 

 

 

Dated as of May 22, 2003

among

INDIANAPOLIS POWER & LIGHT COMPANY,

THE INSTITUTIONS FROM TIME TO TIME

PARTIES HERETO AS LENDERS

and

THE HUNTINGTON NATIONAL BANK

as Agent

TABLE OF CONTENTS

ARTICLE I	*
DEFINITIONS	*

1.1	Defined Terms	*

1.2	AccountingTerms	*

1.3	Other DefinitionalProvisions; Construction	*

ARTICLE II	*

COMMITMENT OF THE LENDERS	*

2.1	RevolvingLoans	*

2.2	Swing LineLoans	*

2.3	Making ofLoans	*

2.4	Method of Selecting Typesand Interest Periods for Conversion and Continuation of Advances	*

2.5	Default Rate	*

2.6	Method ofPayment	*

2.7	Notes	*

2.8	TelephonicNotices	*

2.9	Promise to Pay; FacilityFees; Interest and Fee Basis; Taxes; Loan and Control Accounts	*

2.10	Notification of Advances,Interest Rates, Prepayments and Aggregate Revolving Loan Commitment Reductions	*

2.11	LendingInstallations	*

2.12	Non-Receipt of Funds bythe Agent	*

2.13	MaturityDate	*

2.14	Replacement of CertainLenders	*

ARTICLE III	*

CHANGE IN CIRCUMSTANCES	*

3.1	YieldProtection	*

3.2	Changes in CapitalAdequacy Regulations	*

3.3	Availability of Types ofAdvances	*

3.4	FundingIndemnification	*

3.5	Lender Statements;Survival of Indemnity	*

ARTICLE IV	*

CONDITIONS OF BORROWING	*

4.1	LoanDocuments	*

4.2	Capitalization,etc.	*

4.3	Governmental Approvals andFilings	*

4.4	CorporateProceedings	*

4.5	LegalOpinions	*

4.6	Officers'Certificates	*

4.7	Fees, Expenses,etc.	*

4.8	AdditionalMatters	*

4.9	Event ofDefault	*

4.10	AdverseChanges	*

4.11	Litigation	*

4.12	Representations andWarranties	*

ARTICLE V	*

REPRESENTATIONS AND WARRANTIES	*

5.1	CorporateStatus	*

5.2	Corporate Power andAuthorization	*

5.3	Execution and BindingEffect	*

5.4	Government Approvals andFilings	*

5.5	Absence ofConflicts	*

5.6	MarginRegulations	*

5.7	Subsidiaries	*

5.8	[IntentionallyDeleted]	*

5.9	Ownership andControl	*

5.10	Litigation	*

5.11	Absence of Events ofDefault	*

5.12	Insurance	*

5.13	Title toProperty	*

5.14	Intellectual and OtherProperty	*

5.15	Taxes	*

5.16	EmployeeBenefits	*

5.17	EnvironmentalMatters	*

5.18	Accuracy ofRepresentations and Warranties	*

5.19	No InvestmentCompany	*

5.20	LaborMatters	*

5.21	Solvency	*

5.22	FinancialStatements	*

5.23	No Material AdverseChange	*

5.24	RegulatoryMatters	*

ARTICLE VI	*

NEGATIVE COVENANTS	*

6.1	Indebtedness	*

6.2	Encumbrances	*

6.3	Investments;Acquisitions	*

6.4	Transfer;Merger	*

6.5	Issuance ofStock	*

6.6	Dividends and RelatedDistributions.	*

6.7	Change of LegalStatus	*

6.8	Transactions withAffiliates	*

6.9	ContingentLiabilities	*

6.10	Exclusive ServiceArea	*

ARTICLE VII	*

AFFIRMATIVE COVENANTS	*

7.1	Corporate**Existence	*

7.2	MaintainProperty	*

7.3	MaintainInsurance	*

7.4	TaxLiabilities	*

7.5	ERISA Liabilities;Employee Plans	*

7.6	FinancialStatements	*

7.7	Supplemental FinancialStatements	*

7.8	Covenant ComplianceReport	*

7.9	Other Reports	*

7.10	Notice ofProceedings	*

7.11	Notice ofDefault	*

ARTICLE VIII	*

FINANCIAL COVENANTS	*

8.1	Interest CoverageRatio	*

8.2	Total Debt toCapitalization Ratio	*

ARTICLE IX	*

EVENTS OF DEFAULT	*

9.1	Events ofDefault	*

ARTICLE X	*

REMEDIES	*

10.1	Remedies	*

ARTICLE XI	*

DEFAULTING LENDERS; WAIVERS;	*

11.1	DefaultingLender	*

11.2	Amendments	*

11.3	Preservation ofRights	*

ARTICLE XII	*

THE AGENT	*

12.1	Appointment; Nature ofRelationship	*

12.2	Powers	*

12.3	GeneralImmunity	*

12.4	No Responsibility forLoans, Creditworthiness, Recitals, Etc.	*

12.5	Action on Instructions ofLenders	*

12.6	Employment of Agent andCounsel	*

12.7	Reliance on Documents;Counsel	*

12.8	The Agent's Reimbursementand Indemnification	*

12.9	Rights as aLender	*

12.10	Lender CreditDecision	*

12.11	SuccessorAgent	*

12.11	SuccessorAgent	*

ARTICLE XIII	*

SETOFF; RATABLE PAYMENTS	*

13.1	Setoff	*

13.2	RatablePayments	*

13.3	Application ofPayments	*

13.4	Relations AmongLenders	*

ARTICLE XIV	*

BENEFIT OF AGREEMENT; ASSIGNMENTS;	*

14.1	Successors andAssigns	*

14.2	Participations	*

14.3	Assignments	*

14.4	Confidentiality	*

14.5 Dissemination of Information	*

ARTICLE XV	*

MISCELLANEOUS	*

15.1	Survival ofRepresentations	*

15.2	GovernmentRegulation	*

15.3	Performance ofObligations	*

15.4	Headings	*

15.5	EntireAgreement	*

15.6	Several Obligations;Benefits of this Agreement	*

15.7	Expenses;Indemnification	*

15.8	Numbers ofDocuments	*

15.9	Amendments;Waivers	*

15.10	WAIVER OFDEFENSES	*

15.11	Severability ofProvisions	*

15.12	Nonliability ofLenders	*

15.13	GOVERNINGLAW	*

15.14	CONSENT TO JURISDICTION;SERVICE OF PROCESS; JURY TRIAL	*

15.15	BindingEffect	*

15.16	Survival of BorrowerRepresentations	*

15.17	Extensions of Lender'sCommitment and Notes	*

15.18	Time ofEssence	*

15.19	Counterparts	*

15.20	FacsimileSignatures	*

15.21	Notices	*
**EXHIBITS AND SCHEDULES

 

Exhibits

EXHIBIT A		Revolving Loan Commitments (Definitions)

EXHIBIT B-1		Form of Revolving Note (Definitions)

EXHIBIT B-2		Form of Swing Line Note (Definitions)

EXHIBIT C		Form of Assignment and Acceptance Agreement (Definitions)

 
**Schedules

SCHEDULE 1.1	IPALCO Debt

SCHEDULE 4.3	Governmental Approvals and Filings

SCHEDULE 5.9	Ownership and Control

SCHEDULE 5.10	Litigation

SCHEDULE 6.1	Existing Indebtedness

SCHEDULE 6.2	Existing Liens

SCHEDULE 6.9	Contingent Liabilities

 
**CREDIT AGREEMENT

 

	This CREDIT AGREEMENT dated as of May 22, 2003 (the "Agreement"), is executedby and among INDIANAPOLIS POWER & LIGHT COMPANY, an Indiana corporation (the "Borrower"), whoseaddress is One Monument Circle, Indianapolis, Indiana 46204, the institutions from time to timeparties hereto as Lenders, whether by execution of this Agreement or an Assignment Agreementpursuant to Section 14.3, and THE HUNTINGTON NATIONAL BANK, a national banking association, whoseaddress is 201 North Illinois Street, Suite 1800, Indianapolis, Indiana 46204, in its capacity ascontractual representative for itself and the other Lenders (the "Agent").

	In consideration of the mutual agreements hereinafter set forth, the partieshereby agree as follows:

ARTICLE I

DEFINITIONS

	1.1	Defined Terms.  For the purposes of this Agreement, thefollowing capitalized words and phrases shall have the meanings set forth below.

		"Advances" mean borrowings hereunder consisting of the aggregateamount of the several Loans made by the Lenders to the Borrower of the same Type and, in the case ofLIBOR Rate Advances, for the same Interest Period.

		"AES" shall mean The AES Corporation, a Delaware corporation.

		"Affected Lender" shall have the meaning set forth in Section2.14.

		"Affiliate" of any Person means any other Person directly orindirectly controlling, controlled by or under common control with such Person. A Person shall bedeemed to control another Person if the controlling Person is the "beneficial owner" (as defined inRule 13d-3 under the Securities Exchange Act of 1934) of greater than ten percent (10%) or more ofany class of voting securities (or other voting interests) of the controlled Person or possesses,directly or indirectly, the power to direct or cause the direction of the management or policies ofthe controlled Person, whether through ownership of equity securities, by contract or otherwise.

		"Agent" means The Huntington National Bank in its capacity ascontractual representative for itself and the Lenders pursuant to Article XII hereof and anysuccessor Agent appointed pursuant to Article XII hereof.

		"Aggregate Revolving Loan Commitment" means the aggregate of theRevolving Loan Commitment of all the Lenders, as reduced from time to time pursuant to the termshereof. The initial Aggregate Revolving Loan Commitment is Sixty Million and 00/100 Dollars($60,000,000.00), provided that the parties contemplate that the Aggregate Revolving Loan Commitmentshall automatically be decreased to Forty-Five Million and 00/100 Dollars ($45,000,000.00) uponissuance by Borrower of a minimum of One Hundred Million and 00/100 Dollars ($100,000,000.00) of theNew Bonds (as such term is defined in the IURC Order).

		"Applicable Facility Fee Percentage" means, at any date ofdetermination, the rate per annum then applicable in the determination of the amount payable underSection 2.9(b)(i) hereof determined in accordance with the provisions of Section 2.9(c)(ii)hereof.

		"Applicable LIBOR Margin" means, at any date of determination, therate per annum applicable to LIBOR Loans determined in accordance with the provisions of Section2.9(c)(ii) hereof.

		"Applicable Prime Rate Margin" means, at any date ofdetermination, the rate per annum then applicable to Prime Loans, determined in accordance with theprovisions of Section 2.9(c)(ii) hereof.

		"Applicable Utilization Fee Percentage" means, at any date ofdetermination, the rate per annum then applicable in the determination of the amount payable underSection 2.9(b)(ii) hereof determined in accordance with the provisions of Section 2.9(c)(ii)hereof.

		"Assignment Agreement" means an assignment and acceptanceagreement entered into in connection with an assignment pursuant to Section 14.3 hereof insubstantially the form of Exhibit "C."

		"Authorized Officer" means any of the Chairman, President, SeniorVice President, Vice President Treasurer or Senior Financial Analyst of the Borrower, actingsingly.

		"Bankruptcy Code" shall mean the United States Bankruptcy Code, asnow existing or hereafter amended.

		"Borrowing Date" means a date on which an Advance or Swing LineLoan is made hereunder.

		"Business Day" shall mean any day other than a Saturday, Sunday ora legal holiday on which banks are authorized or required to be closed for the conduct of commercialbanking business in Indianapolis, Indiana.

		"Capitalization" shall mean the sum of Total Debt plus TotalCapital.

		"Capital Lease" shall mean, as to any Person, a lease of anyinterest in any kind of property or asset, whether real, personal or mixed, or tangible orintangible, by such Person as lessee that is, or should be, in accordance with Financial AccountingStandards Board Statement No. 13, as amended from time to time, or, if such statement is not then ineffect, such statement of GAAP as may be applicable, recorded as a "capital lease" on the balancesheet of the Borrower prepared in accordance with GAAP.

		"Change of Control" shall mean that at any time IPALCO shall failto own all of the common equity securities of Borrower.

		"Change" shall have the meaning set forth in Section 3.2hereof.

		"Closing Date" means May 22, 2003.

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

		"Communication" shall have the meaning set forth in Section15.20.

		"Contingent Liability" and "Contingent Liabilities" shallmean, as applied to any Person, any Contractual Obligation, contingent or otherwise, of that Personwith respect to any Indebtedness of another or other obligation or liability of another, including,without limitation, any such Indebtedness, obligation or liability of another directly or indirectlyguaranteed, endorsed (otherwise than for collection or deposit in the ordinary course of business),co-made or discounted or sold with recourse by that Person, or in respect of which that Person isotherwise directly or indirectly liable, including Contractual Obligations (contingent or otherwise)arising through any agreement to purchase, repurchase, or otherwise acquire such Indebtedness,obligation or liability or any security therefor, or to provide funds for the payment or dischargethereof (whether in the form of loans, advances, stock purchases, capital contributions orotherwise), or to maintain solvency, assets, level of income, or other financial condition, or tomake payment other than for value received, provided, however, that the term "ContingentLiability" or "Contingent Liabilities" shall not include the debt of IPALCO set forthin Schedule 1.1.

		"Contractual Obligations" shall mean, as to any Person, anyprovision of any security issued by such Person or of any agreement, undertaking, contract,indenture, mortgage, deed of trust or other instrument to which such Person is a party or by whichit or any of its property (now owned or hereafter acquired) is bound.

		"Controlled Group Member" shall mean each trade or business(whether or not incorporated) which together with the Borrower is treated as a single employer underSections 4001(a)(14) or 4001(b)(1) of ERISA or Sections 414(b), (c), (m) or (o) of the Code.

		"Cross-Default Event" shall have the meaning set forth in Section9.1(e).

		"Cross-Default Obligation" shall have the meaning set forth inSection 9.1(e).

		"Cure Loans" shall have the meaning set forth in Section11.1(iii).

		"Default Rate" shall mean a per annum rate of interest equal tothe Prime Loan Rate plus 2% per annum.

		"EBIT" shall mean, for any period, the sum for such period of:(a) Net Income, plus (b) Interest Charges, plus (c) federal and state income taxes asreflected on GAAP financial statements, minus (d) any items of gain which are extraordinaryitems as defined by GAAP, including, without limitation, that portion of net income arising out ofthe sale of assets outside of the ordinary course of business, minus (e) income or lossattributable to equity in any affiliated corporation, in each case to the extent included indetermining Net Income for such period, plus any items of charges which are extraordinaryitems as defined by GAAP.

		"Eligible Investments" means (a) Government Obligations;(b) obligations issued or guaranteed by any person controlled or supervised by and acting as aninstrumentality of the United States of America pursuant to authority granted by the Congress of theUnited States of America; (c) negotiable or non-negotiable certificates of deposit and time depositsissued by any bank, trust company or national banking association, including the Agent, having totalassets in excess of one (1) billion dollars and which has combined capital, surplus and undividedprofits of at least $25,000,000 in dollars of the United States of America; (d) commercial paper ofthe quality rated on the date of purchase at "A-1" by S&P or "P-1" byMoody's purchased directly or through recognized money market dealers; (e) municipal obligations theinterest on which is excluded from the gross income of the owners thereof for federal tax purposesunder Section 103 of the Code, if rated on the date of purchase in one of the two highest ratingcategories of either Moody's or S&P; (f) any repurchase agreement secured by any one or more ofthe foregoing; (g) any repurchase agreement or guaranteed investment contract from a bank orinsurance company rated on the date of purchase in one of the two highest rating categories ofeither Moody's or S&P and secured by any one or more of the foregoing with collateral equal orgreater than 102% of the principal amount originally invested valued on a weekly basis; (h) units orshares of a Qualified Regulated Investment Company which invests solely in obligations described in(e) above; for purposes of this subsection (h) a Qualified Regulated Investment Company means aqualified regulated investment company as defined by the Internal Revenue Service including anyregulated investment company (as defined in Section 851(a) of the Code) which, (i) for the taxableyear, meets the requirements of Section 852(a) of the Code, (ii) has authorized and outstanding onlyone class of units or shares and (iii) to the extent practicable invests all of its assets in tax-exempt bonds, or of the weighted average value of its assets is represented by investments in tax-exempt bonds; (i) money market funds which funds are rated on the date of purchase in one of the twohighest rating categories of either Moody's or S&P; and (j) any other new investment providedthat such new investments do not exceed $5,000,000.00 in the aggregate outstanding at any time.

		"Employee Plan" includes any pension, stock bonus, employee stockownership plan, retirement, disability, medical, dental or other health plan, life insurance orother death benefit plan, profit sharing, deferred compensation, stock option, bonus or otherincentive plan, vacation benefit plan, severance plan or other employee benefit plan or arrangement,including, without limitation, those pension, profit-sharing and retirement plans of the Borrowerdescribed from time to time in the financial statements of the Borrower and any pension plan,welfare plan, Defined Benefit Pension Plans (as defined in ERISA) or any multi-employer plan,maintained or administered by the Borrower or to which the Borrower is a party or may have anyliability or by which the Borrower is bound.

		"Environmental Affiliate" shall mean, with respect to any Person,any other Person whose liability (contingent or otherwise) for any Environmental Claim such Personhas retained, assumed or otherwise is liable for (by law, agreement or otherwise).

		"Environmental Approvals" shall mean any Governmental Actionpursuant to or required under any Environmental Law.

		"Environmental Claim" shall mean, with respect to any Person, anyaction, suit, proceeding, investigation, notice, claim, complaint, demand, request for informationor other communication (written or oral) by any other Person (including but not limited to anyGovernmental Authority, citizens' group or present or former employee of such Person) alleging,asserting or claiming any actual or potential (a) violation of any Environmental Law, (b) liabilityunder any Environmental Law or (c) liability for investigatory costs, cleanup costs, governmentalresponse costs, natural resources damages, property damages, personal injuries, fines or penaltiesarising out of, based on or resulting from the presence, or release into the environment, of anyHazardous Materials at any location, whether or not owned by such Person.

		"Environmental Cleanup Site" shall mean any location which islisted or proposed for listing on the National Priorities List, on CERCLIS or on any similar statelist of sites requiring investigation or cleanup, or which is the subject of any pending orthreatened action, suit, proceeding or investigation related to or arising from any allegedviolation of any Environmental Law.

		"Environmental Laws" shall mean all federal, state, district,local and foreign laws, rules, regulations, ordinances, and consent decrees relating to health,safety, hazardous substances, pollution and environmental matters, as now or at any time hereafterin effect, applicable to the Borrower's business or facilities owned or operated by the Borrower,including laws relating to emissions, discharges, releases or threatened releases of pollutants,contamination, chemicals, or hazardous, toxic or dangerous substances, materials or wastes in theenvironment (including, without limitation, ambient air, surface water, land surface or subsurfacestrata) or otherwise relating to the generation, manufacture, processing, distribution, use,treatment, storage, disposal, transport or handling of Hazardous Materials.

		"ERISA" shall mean the Employee Retirement Income Security Act of1974, as amended from time to time.

		"Event of Default" shall mean any of the events or conditions setforth in Article IX hereof.

		"Federal Funds Effective Rate" means, for any day, an interestrate per annum equal to the weighted average of the rates on overnight Federal funds transactionswith members of the Federal Reserve System arranged by Federal funds brokers on such day, aspublished for such day (or, if such day is not a Business Day, for the immediately precedingBusiness Day) by the Federal Reserve Bank of New York, or, if such rate is not so published for anyday which is a Business Day, the average of the quotations at approximately 10:00 a.m. (Indianapolistime) on such day on such transactions received by the Agent from three (3) Federal funds brokers ofrecognized standing selected by the Agent in its sole discretion.

		"GAAP" shall mean generally accepted accounting principles, usingthe accrual basis of accounting and consistently applied with prior periods, provided, however, thatGAAP with respect to any interim financial statements or reports shall be deemed subject to fiscalyear-end adjustments and footnotes made in accordance with GAAP.

		"Government Action" shall have the meaning set forth in Section5.4.

		"Governmental Authority" means any nation or government, anyfederal, state, local or other political subdivision thereof and any entity exercising executive,legislative, judicial, regulatory or administrative functions of or pertaining to government.

		"Governmental Obligations" means (a) direct obligationsof the United States of America or (b) obligations unconditionally guaranteed as to full and timelypayment of principal and interest by the United States of America.

		"Hazardous Materials" shall mean any hazardous, toxic or dangeroussubstance, materials and wastes, including, without limitation, hydrocarbons (including naturallyoccurring or man-made petroleum and hydrocarbons), flammable explosives, asbestos, urea formaldehydeinsulation, radioactive materials, biological substances, polychlorinated biphenyls, pesticides,herbicides and any other kind and/or type of pollutants or contaminants (including, withoutlimitation, materials which include hazardous constituents), sewage, sludge, industrial slag,solvents and/or any other similar substances, materials or wastes that are or become regulated underany Environmental Law (including without limitation, any that are or become classified as hazardousor toxic under any Environmental Law).

		"Indebtedness" shall mean at any time (a) all Liabilities of theBorrower, (b) all Capital Lease obligations of the Borrower, (c) all securitized facilities of theBorrower, (d) indebtedness secured by any Lien existing on property owned by the Borrower whether ornot the Indebtedness secured thereby has been assumed, and (e) all Contingent Liabilities of theBorrower whether or not reflected on its balance sheet.

		"Indemnified Matters" shall have the meaning set forth in Section15.7(b)(ii).

		"Indemnitees" shall have the meaning set forth in Section15.7(b).

		"Interest Charges" shall mean, for any period, the sum of:  (a)all interest, charges and related expenses payable with respect to that fiscal period to a lender inconnection with borrowed money or the deferred purchase price of assets that are treated as interestin accordance with GAAP, plus (b) the portion of rent payable with respect to that fiscalperiod under Capital Leases that should be treated as interest in accordance with GAAP, plus(c) all charges paid or payable (without duplication) during that period with respect to anyInterest Rate Agreements.

		"Interest Period" shall mean, with regard to any LIBOR Loan,successive one, two, three or six month periods as selected from time to time by the Borrower bynotice given to the Agent not less than three Business Days prior to the first day of eachrespective Interest Period; provided, however, that: (i) each such Interest Period occurring afterthe initial Interest Period of any LIBOR Loan shall commence on the day on which the precedingInterest Period for such LIBOR Loan expires; (ii) whenever the last day of any Interest Period wouldotherwise occur on a day other than a Business Day, the last day of such Interest Period shall beextended to occur on the next succeeding Business Day, provided, however, that if such extensionwould cause the last day of such Interest Period to occur in the next following calendar month, thenthe last day of such Interest Period shall occur on the immediately preceding Business Day; (iii)whenever the first day of any Interest Period occurs on a day of a month for which there is nonumerically corresponding day in the calendar month in which such Interest Period terminates, suchInterest Period shall end on the last Business Day of such calendar month; and (iv) the finalInterest Period must be such that its expiration occurs on or before the Maturity Date.

		"Interest Rate Agreements" shall mean any interest rate protectionagreement, interest rate swap or other interest rate hedge arrangement (other than any interest ratecap or other similar agreement or arrangement pursuant to which the Borrower has no credit exposureto the Agent or Lenders) to or under which the Borrower is a party or beneficiary.

		"IPALCO" shall mean IPALCO Enterprises, Inc., an Indianacorporation.

		"IURC Order" shall mean the Order issued by the Indiana UtilityRegulatory Commission on February 12, 2003 in connection with Cause No. 42292, as such Order wasamended April 16, 2003 and may be amended in the future.

		"LaSalle Line of Credit" means the unsecured workingcapital line of credit provided by LaSalle Bank National Association, as agent, and any replacement,renewal, refinancing or extension thereof in an amount not to exceed $65,000,000.00.

		"Lenders" means the lending institutions listed on the signaturepages of this Agreement and their respective successors and assigns.

		"Lending Installation" means, with respect to a Lender or theAgent, any office, branch, subsidiary or affiliate of such Lender or the Agent.

		"Liabilities" shall mean at all times all liabilities of theBorrower that would be shown as such on a balance sheet of the Borrower prepared in accordance withGAAP.

		"LIBOR" shall mean a rate of interest equal to the per annum rateof interest at which United States dollar deposits in an amount comparable to the approximate amountof the pro rata share of The Huntington National Bank of the relevant LIBOR Loan and for a periodequal to the relevant Interest Period are offered generally to the Agent (rounded upward ifnecessary, to the nearest 1/16 of 1.00%) in the London Interbank Eurodollar market at 11:00 a.m.(London time) two Business Days prior to the commencement of each Interest Period less themaximum reserve percentages for determining reserves to be maintained by member banks of the FederalReserve System for Eurocurrency liabilities, or, if LIBOR cannot be so determined, as LIBOR isotherwise determined by the Agent in its sole and absolute discretion, such rate to remain fixed forsuch Interest Period.  The Agent's determination of LIBOR shall be conclusive, absent manifesterror.

		"LIBOR Rate" shall mean a per annum rate of interest equal toLIBOR for the relevant Interest Period (rounded upward if necessary, to the nearest 1/16 of 1.00%)plus the then Applicable LIBOR Margin, which LIBOR Rate shall remain fixed during suchInterest Period.

		"LIBOR Rate Advance" means an Advance which bears interest at theLIBOR Rate.

		"LIBOR Loan" or "LIBOR Loans" shall mean that portion, andcollectively those portions, of the aggregate outstanding principal balance of the Loans****thatwill bear interest at the LIBOR Rate, of which at any time and from time to time, the Borrower mayidentify no more than six (6) Advances of the Loans****which will bear interest at the LIBORRate, of which each particular LIBOR Rate Advance must be in the amount of One Million and 00/100Dollars ($1,000,000.00) or a higher integral multiple of One Hundred Thousand and 00/100 Dollars($100,000.00).

		"Lien" shall mean any mortgage, pledge, hypothecation, judgmentlien or similar legal process, title retention lien, or other lien or security interest, including,without limitation, the interest of a vendor under any conditional sale or other title retentionagreement and the interest of a lessor under a lease of any interest in any kind of property orasset, whether real, personal or mixed, or tangible or intangible, by such Person as lessee that is,or should be, a Capital Lease on the balance sheet of the Borrower prepared in accordance withGAAP.

		"Loan(s)" shall mean, with respect to a Lender, such Lender'sportion of any Advance made pursuant to Section 2.1 hereof, and in the case of the Swing Line Bank,any Swing Line Loan made pursuant to Section 2.2 hereof, and collectively all Revolving Loans andSwing Line Loans, whether made or continued as or converted to Prime Loans or LIBOR Loans.

		"Loan Account" shall have the meaning set forth in Section2.9(e).

		"Loan Documents" shall have the meaning set forth in Section4.1.

		"Margin Stock" shall have the meaning ascribed to such term inRegulation U.

		"Material Adverse Effect" means a material adverse effect upon (a)the business, condition (financial or otherwise), operations, performance or properties of theBorrower, (b) the ability of the Borrower to perform its obligations under the Loan Documents in anymaterial respect, or (c) the ability of the Lenders or the Agent to enforce in any material respectthe Obligations.

		"Maturity Date" shall mean May 21, 2004, unless extended by theLenders pursuant to any modification, extension or renewal notes executed by the Borrower andaccepted by the Lenders in their sole and absolute discretion in substitution for the RevolvingNotes in which event the modification, extension or renewal notes shall replace the previouslyissued Revolving Notes as of the date of such acceptance and shall specify the new Maturity Datewhich shall be no greater than 364 days from the date of such acceptance.

		"Moody's" shall mean Moody's Investors Service, Inc.

		"Moody's Rating" shall mean the senior unsecured debt rating ofthe Borrower established by Moody's.

		"Multiemployer Plan" means a "Multiemployer Plan" as defined inSection 4001(a)(3) of ERISA which is, or within the immediately preceding six (6) years was,contributed to by either the Borrower or any Controlled Group Member.

		"Net Income" shall mean, with respect to any period, the amountshown opposite the caption "Net Income" or a similar caption on the financial statements of theBorrower, prepared in accordance with GAAP.

		"Non Pro Rata Loan" shall have the meaning set forth in Section11.1.

		"Notes" shall mean****the Revolving Notes and the Swing LineNote.

		"Notice of Assignment" shall have the meaning set forth in Section14.3(b).

		"Obligations" shall mean all Loans, Advances, debts, Liabilities,obligations, Indebtedness, covenants and duties owing by the Borrower to the Agent, any Lender, theSwing Line Bank, any Affiliate of the Agent or any Lender, or any Indemnitee, of any kind or nature,present or future, arising under this Agreement, the Notes or any other Loan Document, whether ornot evidenced by any note, guaranty or other instrument, whether or not for the payment of money,whether arising by reason of an extension of credit, loan, guaranty, indemnification, or in anyother manner, whether direct or indirect (including those acquired by assignment), absolute orcontingent, due or to become due, now existing or hereafter arising and however acquired. The termincludes, without limitation, all interest, charges, expenses, fees, attorneys' fees anddisbursements, paralegals' fees (in each case whether or not allowed), and any other sum chargeableto the Borrower under this Agreement or any other Loan Document.

		"Other Taxes" shall have the meaning set forth in Section2.9(d)(ii).

		"Participants" shall have the meaning set forth in Section14.2(a).

		"PBGC" means the Pension Benefit Guaranty Corporation establishedunder Title IV of ERISA or any other governmental agency, department or instrumentality succeedingto the functions of said corporation.

		"Pension-Related Event" shall mean any of the following events orconditions:

	(a)	Any action is taken by any Person (i) to terminate, or which wouldresult in the termination of, a Plan, either pursuant to its terms or by operation of law(including, without limitation, any amendment of a Plan which would result in a termination underSection 4041(e) of ERISA) other than compliance with Section 4041(b) of ERISA, or (ii) to have atrustee appointed for a Plan pursuant to Section 4042 of ERISA;

	(b)	PBGC notifies any Person of its determination that an event describedin Section 4042 of ERISA has occurred with respect to a Plan, that a Plan should be terminated, orthat a trustee should be appointed for a Plan;

	(c)	Any Reportable Event occurs with respect to a Plan;

	(d)	Any action occurs or is taken which could result in Borrower becomingsubject to liability for a complete or partial withdrawal by any Person from a Multiemployer Plan(including, without limitation, seller liability incurred under Section 4204(a)(2) of ERISA), orBorrower or any Controlled Group Member receives from any Person a notice or demand for payment onaccount of any such alleged or asserted liability; or

	(e)	(i) There occurs any failure to meet the minimum funding standardunder Section 302 of ERISA or Section 412 of the Code with respect to a Plan, or any tax return isfiled showing any tax payable under Section 4971(a) of the Code with respect to any such failure, orBorrower or any Controlled Group Member receives a notice of deficiency from the Internal RevenueService with respect to any alleged or asserted such failure, or (ii) any request is made by anyPerson for a variance from the minimum funding standard, or an extension of the period foramortizing unfunded liabilities, with respect to a Plan.

		"Permitted Liens" shall have the meaning set forth in Section6.2.

		"Permitted Refinancing Indebtedness" means any replacement,renewal, refinancing or extension (a "Refinancing") of any Indebtedness permitted by thisAgreement that (i) does not exceed the aggregate principal amount (plus accrued interest and anyapplicable premium and associated fees and expenses) of the Indebtedness being Refinanced, (ii) doesnot rank at the time of such Refinancing senior to the Indebtedness being Refinanced, provided,however, that this requirement shall not apply to the extent that such Refinancing is completed inaccordance with the IURC Order so long as on a pro forma basis Borrower remains in compliance withthe financial covenants contained in Article VIII, provided, further, that a Refinancing  with aWeighted Average Life to Maturity at the time of such Refinancing that is longer than the WeightedAverage Life to Maturity of the Indebtedness being Refinanced and is otherwise permitted pursuant tothis definition may be secured by the assets of the Borrower, and (iii) contains terms reflective ofcurrent market conditions.

		"Person" shall mean any individual, partnership, limited liabilitycompany, corporation, trust, joint venture, joint stock company, association, unincorporatedorganization, government or agency or political subdivision thereof, or other entity.

		"Plan" means an employee benefit plan defined in Section 3(3) ofERISA in respect of which the Borrower or any Controlled Group Member is, or within the immediatelypreceding six (6) years was, an "employer" as defined in Section 3(5) of ERISA.

		"Prime Loan" or "Prime Loans" shall mean that portion, andcollectively, those portions of the aggregate outstanding principal balance of the Loans****thatwill bear interest at the Prime Loan Rate.

		"Prime Loan Rate" shall mean a per annum rate of interest equal tothe Prime Rate plus the then Applicable Prime Rate Margin.

		"Prime Rate" shall mean the floating per annum rate of interestwhich at any time, and from time to time, shall be most recently announced by the Agent as its PrimeRate, which is not intended to be the Agent's lowest or most favorable rate of interest at any onetime.  The effective date of any change in the Prime Rate shall for purposes hereof be the date thePrime Rate is changed by the Agent.  The Agent shall not be obligated to give notice of any changein the Prime Rate.

		"Prime Rate Advance" means an Advance which bears interest at thePrime Loan Rate.

		"Pro Rata Share" means with respect to each Lender, the percentageobtained by dividing (A) such Lender's Revolving Loan Commitment at such time (in each case, asadjusted from time to time in accordance with the provisions of this Agreement) by (B) the AggregateRevolving Loan Commitment at such time; provided, however, if all of the RevolvingLoan Commitments are terminated pursuant to the terms of this Agreement, then "Pro Rata Share" meansthe percentage obtained by dividing (x) the sum of such Lender's Revolving Loans and, in the case ofthe Swing Line Bank, Swing Lines Loans, by (y) the aggregate amount of all Revolving Loans and SwingLine Loans.

		"Purchasers" shall have the meaning set forth in Section14.3(a).

		"Register" shall have the meaning set forth in Section14.3(c).

		"Regulation T" means Regulation T of the Board of Governors of theFederal Reserve System as from time to time in effect and any successor or other regulation orofficial interpretation of said Board of Governors relating to the extension of credit by and tobrokers and dealers of securities for the purpose of purchasing or carrying margin stock (as definedtherein).

		"Regulation U" means Regulation U of the Board of Governors of theFederal Reserve System as from time to time in effect and any successor or other regulation orofficial interpretation of said Board of Governors relating to the extension of credit by banks forthe purpose of purchasing or carrying Margin Stock applicable to member banks of the Federal ReserveSystem.

		"Regulation X" means Regulation X of the Board of Governors of theFederal Reserve System as from time to time in effect and any successor or other regulation orofficial interpretation of said Board of Governors relating to the extension of credit by foreignlenders for the purpose of purchasing or carrying margin stock (as defined therein).

		"Regulatory Change" shall mean the introduction of, or any changein any applicable law, treaty, rule, regulation or guideline or in the interpretation oradministration thereof by any Governmental Authority or any central bank or other fiscal, monetaryor other authority having jurisdiction over the Lenders or their lending offices.

		"Release" means any release, spill, emission, leaking, pumping,injection, deposit, disposal, discharge, dispersal, leaching or migration into the indoor or outdoorenvironment, including the movement of Hazardous Materials through or in the air, soil, surfacewater or groundwater.

		"Replacement Lender" shall have the meaning set forth in Section2.14.

		"Reportable Event" means a reportable event as defined inSection 4043 of ERISA and the regulations issued under such section, with respect to a Plan,excluding, however, such events as to which the PBGC by regulation waived the requirement of Section4043(a) of ERISA that it be notified within thirty (30) days after such event occurs,provided, however, that a failure to meet the minimum funding standards of Section 412of the Code and Section 302 of ERISA shall be a Reportable Event regardless of the issuance of anysuch waiver of the notice requirement in accordance with either Section 4043(a) of ERISA or Section412(d) of the Code.

		"Required Lenders" means Lenders whose Pro Rata Shares, in theaggregate, are not less than fifty-one percent (51%); provided, however, that, if anyof the Lenders shall have failed to fund its Pro Rata Share of any Revolving Loan requested by theBorrower or of any Swing Line Loan as requested by the Agent, which such Lenders are obligated tofund under the terms of this Agreement and any such failure has not been cured, then for so long assuch failure continues, "Required Lenders" means Lenders (excluding all Lenders whose failure tofund their applicable Pro Rata Shares of such Revolving Loans or Swing Line Loans has not been socured) whose Pro Rata Share represent not less than fifty-one percent (51%) of the aggregate ProRata Shares of such Lenders; providedfurther, however, that, if the RevolvingLoan Commitments have been terminated pursuant to the terms of this Agreement, "Required Lenders"means Lenders (without regard to such Lender's performance of their respective obligationshereunder) whose aggregate ratable shares (stated as a percentage) of the outstanding principalbalance of all Loans are not less than fifty-one percent (51%).

		"Requirement of Law" shall mean, as to any Person, the certificateor articles of incorporation and by-laws or other organizational or governmental documents of suchPerson, and any law, right, privilege, qualification, license or franchise or determination of anarbitrator or a court or other Governmental Authority, in each case applicable or binding upon suchPerson or any of its property (nor owned or hereafter acquired) or to which such Person or any ofits property is subject or pertaining to any or all of the transactions contemplated or referred toherein.

		"Revolving Credit Obligations" means, at any particular time, thesum of (i) the outstanding principal amount of the Revolving Loans at such time, plus (ii)the outstanding principal amount of the Swing Line Loans.

		"Revolving Interest Rate" shall mean the Borrower's from time totime option of the Prime Loan Rate or the LIBOR Rate.

		"Revolving Loan" and "Revolving Loans" shall mean,respectively, each direct advance and the aggregate of all such direct advances, from time to timein the form of either Prime Loans and/or LIBOR Loans, made by the Lenders to the Borrower under andpursuant to this Agreement, as set forth in Section 2.1 of this Agreement.

		"Revolving Loan Commitment" shall mean, for each Lender, theobligation of such Lender to make Revolving Loans and to purchase participations in Swing Line Loansnot exceeding the amount set forth on Exhibit "A" to this Agreement opposite its name thereon underthe heading "Revolving Loan Commitment" or the signature page of the assignment and acceptance bywhich it became a Lender, as such amount may be modified from time to time pursuant to the terms ofthis Agreement or to give effect to any applicable assignment and acceptance.

		"Revolving Note(s)" means a promissory note, in substantially theform of Exhibit "B-1" hereto, duly executed by the Borrower and payable to the order of a Lender inthe amount of its Revolving Loan Commitment, including any modification, extension or renewal ofsuch Revolving Note in which event the modification, extension or renewal notes shall replace thepreviously issued Revolving Notes as of the date of such acceptance and shall specify the newMaturity Date which shall be no greater than 364 days from the date of such acceptance.

		"Risk-Based Capital Guidelines" shall have the meaning set forthin Section 3.2.

		"S&P" shall mean Standard & Poor's Ratings Group, adivision of McGraw Hill, Inc.

		"S&P Rating" shall mean the senior unsecured debt rating ofthe Borrower established by S&P.

		"Solvent" means, when used with respect to any Person, that at thetime of determination:

	(i)	the fair value of its assets (both at fair valuation and at presentfair saleable value) is equal to or in excess of the total amount of its liabilities, including,without limitation, Contingent Liabilities; and

	(ii)	it is then able and expects to be able to pay its debts as theymature; and

	(iii)	it has capital sufficient to carry on its business as conducted andas proposed to be conducted.

With respect to Contingent Liabilities, such liabilities shall be computed at theamount which, in light of all the facts and circumstances existing at the time, represent the amountwhich can be reasonably expected to become an actual or matured liability.

		"Standard Notice" shall mean an irrevocable notice provided toAgent as the situation requires on a Business Day which is:

	(a)	At least one Business Day in advance in the case of selection of,conversion to or renewal of a Prime Rate Advance or prepayment of any Prime Loan;

	(b)	At least three Business Days in advance in the case of selection of,conversion to or renewal of a LIBOR Rate Advance or prepayment of any LIBOR Loan;

	(c)	On that Business Day in the case of selection of a Swing LineLoan.

Standard Notice must be provided no later than 12:00 noon (Indianapolis time) onthe last day permitted for such notice.

		"Stock Payment" by any Person shall mean any dividend,distribution or payment of any nature (whether in cash, securities, or other property) on account ofor in respect of any shares of the capital stock (or warrants, options or rights therefor) of suchPerson, including, but not limited to, any payment on account of the purchase, redemption,retirement, defeasance or acquisition of any shares of the capital stock (or warrants, options orrights therefor) of such Person, in each case regardless of whether required by the terms of suchcapital stock (or warrants, options or rights) or any other agreement or instrument.

		"Swing Line Bank" means The Huntington National Bank or any otherLender as a successor Swing Line Bank.

		"Swing Line Commitment" means the obligation of the Swing LineBank to make Swing Line Loans up to a maximum principal amount of $10,000,000.00 at any one timeoutstanding, provided that the Swing Line Commitment shall automatically be decreased to$5,000,000.00 upon the issuance by Borrower of a minimum of One Hundred Million and 00/100 Dollars($100,000,000.00) of the New Bonds.

		"Swing Line Loan" means a Loan made available to the Borrower bythe Swing Line Bank pursuant to Section 2.2 hereof.

		"Swing Line Note" means a promissory note, in substantially theform of Exhibit "B-2" hereto, duly executed by the Borrower and payable to the order of the SwingLine Bank in the amount of its Swing Line Commitment, including any restatement, extension orrenewal of such Swing Line Note in which event the modification, extension or renewal notes shallreplace the previously issued Swing Line Note as of the date of such acceptance and shall specifythe new Maturity Date which shall be no greater than 364 days from the date of such acceptance.

		"Taxes" shall have the meaning set forth in Section 2.9(d)(i).

		"Total Capital" shall mean, with respect to any period, the amountshown opposite the captions "Stockholder's Equity" and "Preferred Stock" or similarcaptions on the financial statements of the Borrower, prepared in accordance with GAAP.

		"Total Debt" shall mean at any time (a) all interest-bearingLiabilities of the Borrower, (b) all securitized facilities of the Borrower, (c) all Capital Leaseobligations of the Borrower and (d) all letter of credit obligations of the Borrower; provided,however, that the term "Total Debt" shall not include accounts payable and accruals of theBorrower that would be shown as such on the balance sheet of the Borrower prepared in accordancewith GAAP.

		"Transferee" shall have the meaning set forth in Section 14.5.

		"Type" means, with respect to any Loan, its nature as a Prime Loanor a LIBOR Loan.

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

		"Weighted Average Life to Maturity" means when applied to anyIndebtedness at any date, the number of years obtained by dividing (i) the sum of the productsobtained by multiplying (a) the amount of each then remaining installment, sinking fund, serialmaturity or other required payments of principal, including payment at final maturity, in respectthereof, by (b) the number of years (calculated to the nearest one-twelfth) that will elapse betweensuch date and the making of such payment, by (ii) the then outstanding principal amount of suchIndebtedness.  

	1.2	Accounting Terms.  Any accounting terms used in this Agreementwhich are not specifically defined herein shall have the meanings customarily given them inaccordance with GAAP.  Calculations and determinations of financial and accounting terms used andnot otherwise specifically defined hereunder and the preparation of financial statements to befurnished pursuant hereto shall be made and prepared, both as to classification of items and as toamount, in accordance with GAAP as used in the preparation of the financial statements of theBorrower on the date of this Agreement.  If any changes in accounting principles or practices fromthose used in the preparation of the financial statements are hereafter occasioned by thepromulgation of rules, regulations, pronouncements and opinions by or required by the FinancialAccounting Standards Board or the American Institute of Certified Public Accountants (or anysuccessor thereto or agencies with similar functions), which results in a material change in themethod of accounting in the financial statements required to be furnished hereunder or in thecalculation of financial covenants, standards or terms contained in this Agreement, the partieshereto agree to enter into good faith negotiations to amend such provisions so as equitably toreflect such changes to the end that the criteria for evaluating the financial condition andperformance of the Borrower will be the same after such changes as they were before such changes;and if the parties fail to agree on the amendment of such provisions, the Borrower will furnishfinancial statements in accordance with such changes but shall provide calculations for allfinancial covenants, perform all financial covenants and otherwise observe all financial standardsand terms in accordance with applicable accounting principles and practices in effect immediatelyprior to such changes.  Calculations with respect to financial covenants required to be stated inaccordance with applicable accounting principles and practices in effect immediately prior to suchchanges shall be reviewed and certified by the Borrower's accountants.

	1.3	Other Definitional Provisions; Construction.  Whenever thecontext so requires, the neuter gender includes the masculine and feminine, the single numberincludes the plural, and vice versa, and in particular the word "Borrower" shall be so construed.The words "hereof", "herein" and "hereunder" and words of similar import when used in this Agreementshall refer to this Agreement as a whole and not to any particular provision of this Agreement, andreferences to Article, Section, Subsection, Annex, Schedule, Exhibit and like references arereferences to this Agreement unless otherwise specified.  An Event of Default shall "continue" or be"continuing" until such Event of Default has been waived in accordance with Section 15.9 hereof.References in this Agreement to any party shall include such party's successors and permittedassigns.  References to any "Section" shall be a reference to such Section of this Agreement unlessotherwise stated.  To the extent any of the provisions of the other Loan Documents are inconsistentwith the terms of this Agreement, the provisions of this Agreement shall govern.

ARTICLE II

COMMITMENT OF THE LENDERS

	2.1	Revolving Loans.

	(a)	Revolving Loan Commitment.  Subject to the terms and conditionsof this Agreement and the other Loan Documents, and in reliance upon the representations andwarranties of the Borrower set forth herein and in the other Loan Documents, each Lender agrees tomake such Revolving Loans at such times as the Borrower may from time to time request until, but notincluding, the Maturity Date, and in such amounts as the Borrower may from time to time request,provided, however, that the aggregate principal balance of all Revolving Loans outstanding at anytime shall not exceed the Aggregate Revolving Loan Commitment.  Revolving Loans made by the Lendersmay be repaid and, subject to the terms and conditions hereof, borrowed again up to, but notincluding the Maturity Date unless the Revolving Loans are otherwise terminated as provided in thisAgreement.  The Revolving Loans shall be used by the Borrower for the purpose of commercial paperback-up and general corporate purposes.

	(b)	Revolving Loan Interest and Payments.  Except as otherwiseprovided in this Section 2.1(b), the principal amount of the Revolving Loans outstanding from timeto time shall bear interest at the Revolving Interest Rate.  Accrued and unpaid interest on theunpaid principal balance of all Revolving Loans outstanding from time to time which are Prime Loans,shall be due and payable monthly, in arrears, commencing on June 1, 2003 and continuing on the first(1st) day of each calendar month thereafter, and on the Maturity Date.  Accrued and unpaid intereston the unpaid principal balance of all Revolving Loans outstanding from time to time which are LIBORLoans shall be payable on the last Business Day of each Interest Period, provided thatinterest accrued on each LIBOR Loan having an Interest Period longer than three months shall also bepayable on the last day of each three-month interval during such Interest Period, commencing on thefirst such date to occur after the date hereof, on the date of any principal repayment of a LIBORLoan and on the Maturity Date.  Any amount of principal or interest on the Revolving Loans which isnot paid when due, whether at stated maturity, by acceleration or otherwise, shall bear interestpayable on demand at the Default Rate.

	(c)	Revolving Loan Principal Repayments.

	(i)	Mandatory Principal Prepayments.  All Revolving Loans hereundershall be repaid by the Borrower on the Maturity Date, unless payable sooner pursuant to theprovisions of this Agreement.

	(ii)	Optional Prepayments.  The Borrower may from time to timeprepay the Revolving Loans which are Prime Loans, in whole or in part, without any prepaymentpenalty whatsoever, subject to the following conditions:  (i) each partial prepayment shall be in anamount equal to $500,000.00 or a higher integral multiple of $100,000; and (ii) any prepayment ofthe entire principal balance of the Prime Loans shall include accrued interest on such Prime Loansto the date of such prepayment and payment in full of all other Obligations (other than the LIBORLoans), then due and payable. LIBOR Loans may be voluntarily repaid or prepaid prior to the last dayof the applicable Interest Period, subject to the indemnification provisions contained in Section3.4, provided that the Borrower may not so prepay LIBOR Loans unless it shall have providedat least three (3) Business Days' written notice to the Agent of such prepayment.

	2.2	Swing Line Loans.  

	(a)	Amount of Swing Line Loans.  Upon the satisfaction of theconditions precedent set forth in Article IV, from and including the date of this Agreement andprior to the Maturity Date, the Swing Line Bank agrees, on the terms and conditions set forth inthis Agreement, to make Swing Line Loans to the Borrower from time to time, in United StatesDollars, in an amount not to exceed the Swing Line Commitment; provided, however, atno time shall the Revolving Credit Obligations exceed the Aggregate Revolving Loan Commitment.Subject to the terms of this Agreement, the Borrower may borrow, repay and reborrow Swing Line Loansat any time prior to the Maturity Date.

	(b)	Borrowing Notice.  The Borrower shall provide Standard Noticeto the Agent and the Swing Line Bank, specifying (i) the applicable Borrowing Date (which shall be aBusiness Day), and (ii) the aggregate amount of the requested Swing Line Loan which shall be anamount not less than $250,000.00 (and in multiples of $10,000.00 if in excess of that amount). TheSwing Line Loans shall at all times be Prime Loans. 

	(c)	Making of Swing Line Loans.  Not later than 3:00 p.m.(Indianapolis time) on the applicable Borrowing Date, the Swing Line Bank shall make available itsSwing Line Loan, in funds immediately available in Indianapolis to the Agent at its addressspecified pursuant to Section 15.21. The Agent will promptly make the funds so received from theSwing Line Bank available to the Borrower at the Agent's aforesaid address.

	(d)	Repayment of Swing Line Loans.  The Swing Line Loans shall beevidenced by the Swing Line Note, and each Swing Line Loan shall be paid in full by the Borrower onor before the twenty-ninth Business Day after the Borrowing Date for such Swing Line Loan. TheBorrower may at any time pay, without penalty or premium, all outstanding Swing Line Loans or, in aminimum amount and increments of $100,000.00, any portion of the outstanding Swing Line Loans, uponnotice to the Agent and the Swing Line Bank. In addition, the Agent (i) may at any time in its solediscretion with respect to any outstanding Swing Line Loan, or (ii) shall on the twenty-ninthBusiness Day after the Borrowing Date of any Swing Line Loan, require each Lender (including theSwing Line Bank) to make a Revolving Loan in the amount of such Lender's Pro Rata Share of suchSwing Line Loan, for the purpose of repaying such Swing Line Loan. Not later than 12:00 noon(Indianapolis time) on the date of any notice received pursuant to this Section 2.2(d), each Lendershall make available its required Revolving Loan or Revolving Loans, in funds immediately availablein Indianapolis to the Agent at its address specified pursuant to Section 15.21. Revolving Loansmade pursuant to this Section 2.2(d) shall initially be Prime Loans and thereafter may be continuedas Prime Loans or converted into LIBOR Loans in the manner provided in Section 2.4 and subject tothe other conditions and limitations therein set forth and set forth in this Article II. Unless aLender shall have notified the Swing Line Bank, prior to its making any Swing Line Loan, that anyapplicable condition precedent set forth in Article IV had not then been satisfied, such Lender'sobligation to make Revolving Loans pursuant to this Section 2.2(d) to repay Swing Line Loans shallbe unconditional, continuing, irrevocable and absolute and shall not be affected by anycircumstances, including, without limitation, (a) any set-off, counterclaim, recoupment, defense orother right which such Lender may have against the Agent, the Swing Line Bank or any other Person,(b) the occurrence or continuance of an Event of Default or Unmatured Event of Default, (c) anyadverse change in the condition (financial or otherwise) of the Borrower, or (d) any othercircumstances, happening or event whatsoever. In the event that the Lender fails to make payment tothe Agent of any amount due under this Section 2.2(d), the Agent shall be entitled to receive,retain and apply against such obligation the principal and interest otherwise payable to such Lenderhereunder until the Agent receives such payment from such Lender or such obligation is otherwisefully satisfied. In addition to the foregoing, if for any reason any Lender fails to make payment tothe Agent of any amount due under this Section 2.2(d), such Lender shall be deemed, at the option ofthe Agent, to have unconditionally and irrevocably purchased from the Swing Line Bank, withoutrecourse or warranty, an undivided interest and participation in the applicable Swing Line Loan inthe amount of such Revolving Loan, and such interest and participation may be recovered from suchLender together with such interest thereon at the Federal Funds Effective Rate for each day duringthe period commencing on the date of demand and ending on the date such amount is received. On theMaturity Date, the Borrower shall repay in full the outstanding principal balance of the Swing LineLoans.

	2.3	Making of Loans.  Whenever the Borrower desires that theLenders make Revolving Loans, the Borrower shall provide Standard Notice to the Agent (that is, atleast one Business Day in advance in the case of the Prime Loans and at least three Business Days inadvance in the case of the LIBOR Loans) setting forth the following information (a separate noticebeing required for each such Type of Loans):

	(a)	The applicable Borrowing Date;

	(b)	The aggregate principal amount of such proposed Loans, which shall bean integral multiple of $100,000.00 which is not less than $1,000,000.00, provided,however, that any Prime Rate Advance may be in the amount of the unused Aggregate RevolvingLoan Commitment; and

	(c)	With respect to each LIBOR Rate Advance of such proposed Loans, theInterest Period to apply to such LIBOR Rate Advance.

Standard Notice having been so provided, the Agent shall promptly notify eachLender no later than 1:00 o'clock p.m. (Indianapolis time) on the date so provided, of theinformation contained therein and of the amount of such Lender's Loan. Unless any applicablecondition specified in Article IV hereof has not been satisfied, on the date specified in suchStandard Notice each Lender shall make the proceeds of its Loan available to the Agent at theAgent's Office, no later than 3:00 o'clock p.m. (Indianapolis time), in funds immediately availableat the Agent's address specified pursuant to Section 15.21. Promptly after its receipt thereof, theAgent will make the funds so received available to the Borrower in funds immediately available atthe Agent's aforesaid address.

	2.4	Method of Selecting Types and Interest Periods for Conversion andContinuation of Advances.  

	(a)	Automatic Conversion and Continuation.  Prime Loans shallcontinue as Prime Loans unless and until such Prime Loans are converted into LIBOR Loans. LIBORLoans shall continue as LIBOR Loans until the end of the then applicable Interest Period therefor,at which time such LIBOR Loans shall be automatically converted into Prime Loans unless the Borrowershall have given the Agent notice in accordance with Section 2.4(c) requesting that, at the end ofsuch Interest Period, such LIBOR Loans continue as a LIBOR Loan.

	(b)	No Conversion Post-Default or Post-Unmatured Default.Notwithstanding anything to the contrary contained in Section 2.4(a), no Loan may be converted intoor continued as a LIBOR Loan (except with the consent of the Required Lenders) when any Event ofDefault or Unmatured Event of Default has occurred and is continuing.

	(c)	Conversion/Continuation Notice.  The Borrower shall provideStandard Notice to the Agent for each conversion of a Prime Loan into a LIBOR Loan or continuationof a LIBOR Loan, specifying: (1) the requested date (which shall be a Business Day) of suchconversion or continuation; (2) the amount and Type of the Loan to be converted or continued; and(3) the amount of LIBOR Loan(s) into which such Loan is to be converted or continued and theduration of the Interest Period applicable thereto.

	2.5	Default Rate.  After the occurrence and during the continuanceof an Event of Default, at the option of the Agent or at the direction of the Required Lenders, theinterest rate(s) applicable to the Obligations shall be the Default Rate.  

	2.6	Method of Payment.  All payments of principal, interest, andfees hereunder shall be made without setoff, deduction or counterclaim, in immediately availablefunds to the Agent at the Agent's address specified pursuant to Section 15.21, or at any otherLending Installation of the Agent specified in writing by the Agent to the Borrower, by 2:00 p.m.(Indianapolis time) on the date when due and shall be made ratably among the Lenders (unless suchamount is not to be shared ratable in accordance with the terms hereof). Each payment delivered tothe Agent for the account of any Lender shall be delivered promptly by the Agent to such Lender inthe same type of funds which the Agent received at its address specified pursuant to Section 15.21or at any Lending Installation specified in a notice received by the Agent from such Lender. 

	

	2.7	Notes.  Each Lender is authorized to record the principalamount of each of its Loans and each repayment with respect to its Loans on the schedule attached toits respective Note; provided, however, that the failure to so record shall not affectthe Borrower's obligations under any such Note.

	2.8	Telephonic Notices.  The Borrower authorizes the Lenders andthe Agent to extend Advances, effect selections of Types of Advances and to transfer funds based ontelephonic notices made by any person or persons the Agent or any Lender in good faith believes tobe acting on behalf of the Borrower. The Borrower agrees to deliver promptly to the Agent a writtenconfirmation, signed by an Authorized Officer, if such confirmation is requested by the Agent or anyLender, of each telephonic notice. If the written confirmation differs in any material respect fromthe action taken by the Agent and the Lenders, (i) the telephonic notice shall govern absentmanifest error and (ii) the Agent or the Lender, as applicable, shall promptly notify the AuthorizedOfficer who provided such confirmation of such difference.

	2.9	Promise to Pay; Facility Fees; Interest and Fee Basis; Taxes; Loanand Control Accounts.

	(a)	Promise to Pay.  The Borrower unconditionally promises to pay when due theprincipal amount of each Loan and all other Obligations incurred by it, and to pay all unpaidinterest accrued thereon, in accordance with the terms of this Agreement and the Notes.

	(b)	Facility Fees. (i) The Borrower shall pay to the Agent, for theaccount of the Lenders as provided herein below, from and after the Closing Date until the date onwhich the Aggregate Revolving Loan Commitment shall be terminated in whole, a facility fee accruingat the rate of the then Applicable Facility Fee Percentage, on the Aggregate Revolving LoanCommitment. All such facility fees payable under this clause (b)(i) shall be payable quarterly inarrears on the last Business Day of each fiscal quarter of the Borrower occurring after the ClosingDate (with the first such payment being calculated for the period from the Closing Date and endingon June 30, 2003), and, in addition, on the date on which the Aggregate Revolving Loan Commitmentshall be terminated in whole. The Agent shall pay to each Lender a pro rata portion of such facilityfee based on such Lender's Revolving Loan Commitment.

	(ii)	The Borrower shall pay to the Agent, for the account of the Lendersas provided herein below, from and after the Closing Date until the date on which the AggregateRevolving Loan Commitment shall be terminated in whole, a utilization fee accruing at the rate ofthe then Applicable Utilization Fee Percentage on the Revolving Credit Obligations at any time theRevolving Credit Obligations exceed thirty-three percent (33%) of the Aggregate Revolving LoanCommitment. All such utilization fees payable under this clause (b)(ii) shall be payable quarterlyin arrears on the last Business Day of each fiscal quarter of the Borrower occurring after theClosing Date (with the first such payment being calculated for the period from the Closing Date andending on June 30, 2003), and in addition, on the date on which the Aggregate Revolving LoanCommitment shall be terminated in whole. The Agent shall pay to each Lender a pro rata portion ofsuch utilization fee based on such Lender's Revolving Loan Commitment.

	(iii)	The Borrower agrees to pay to the Agent for the sole account of theAgent the fees set forth in the letter agreement between the Agent and the Borrower dated April 17,2003, payable at the times and in the amounts set forth therein.

	(iv)	The Borrower agrees to pay to the Agent for the benefit of theLenders on or before the Closing Date a commitment fee in the amount of 12.5 bps on the AggregateRevolving Loan Commitment.

	(c)	Interest and Fee Basis, Applicable Prime Rate Margin, ApplicableLIBOR Margin, Applicable Facility Fee Percentage and Applicable Utilization Fee Percentage.

	(i)  Interest on all Obligations and all fees shall be calculated for actualdays elapsed on the basis of a 360-day year. Notwithstanding the foregoing, interest on Prime Loansshall be calculated on the basis of a year consisting of 365 days. Interest shall be payable for theday an Obligation is incurred but not for the day of any payment on the amount paid if payment isreceived prior to 2:00 p.m. (Indianapolis time) at the place of payment. If any payment of principalof or interest on a Loan or any payment of any other Obligations shall become due on a day which isnot a Business Day, such payment shall be made on the immediately preceding Business Day.

	(ii)  The Applicable Prime Rate Margin and Applicable LIBOR Margin for allLoans, the Applicable Facility Fee Percentage and the Applicable Utilization Fee Percentage shall bedetermined from time to time by reference to the table set forth below, on the basis of the thenapplicable S&P Rating and Moody's Rating as described in this Section 2.9(c)(ii).

S&P			Moody's		Applicable	Applicable	Applicable	Applicable

Rating			Rating			LIBOR		Prime Rate	Facility	Utilization

						Margin		Margin		Fee		    Fee 

										Percentage	    Percentage
Greater than or	Greater than or

equal to BBB		equal to Baa2		92.5 bps	0 bps		20 bps		    12.5 bps

	

Equal to BBB-		Equal to Baa3		100 bps	0 bps		25 bps		    12.5 bps

		

Equal to BB+		Equal to Ba1		120 bps	0 bps		30 bps		    25 bps

Equal to BB		Equal to Ba2		140 bps	0 bps		35 bps		    25 bps

Less than or		Less than or

equal to BB-		equal to Ba3		175 bps	0 bps		50 bps		    25 bps

For purposes of this Section 2.9(c)(ii), "bps" means one-one hundredth of onepercent (.01%). In the event that the S&P Rating and Moody's Rating are not at the same Level,the Applicable LIBOR Margin, the Applicable Prime Rate Margin, the Applicable Facility FeePercentage and the Applicable Utilization Fee Percentage shall be determined on the basis of thehigher of the two ratings unless there is more than one Level differential between such ratings inwhich event the rating level above the lower of the two ratings shall be used. Any change in theS&P Rating or the Moody's Rating shall be effective two Business Days after it is announced byS&P or Moody's, respectively.

(d)	Taxes.

	(i)  Any and all payments by the Borrower hereunder shall be made freeand clear of and without deduction for any and all present or future taxes, levies, imposts,deductions, charges or withholdings or any liabilities with respect thereto including those arisingafter the date hereof as a result of the adoption of or any change in any law, treaty, rule,regulation, guideline or determination of a Governmental Authority or any change in theinterpretation or application thereof by a Governmental Authority but excluding, in the case of eachLender and the Agent, such taxes (including income taxes, franchise taxes and branch profit taxes)as are imposed on or measured by such Lender's or Agent's, as the case may be, income by the UnitedStates of America or any Governmental Authority of the jurisdiction under the laws of which suchLender or Agent, as the case may be, is organized or maintains a Lending Installation (all such non-excluded taxes, levies, imposts, deductions, charges, withholdings, and liabilities which the Agentor a Lender determines to be applicable to this Agreement, the other Loan Documents, the RevolvingLoan Commitments or the Loans being hereinafter referred to as "Taxes").****If the Borrowershall be required by law to deduct any Taxes from or in respect of any sum payable hereunder orunder the other Loan Documents to any Lender or the Agent, (A) the sum payable shall be increased asmay be necessary so that after making all required deductions (including deductions applicable toadditional sums payable under this Section 2.9(d)) such Lender or the Agent (as the case may be)receives an amount equal to the sum it would have received had no such deductions been made, (B) theBorrower shall make such deductions, and (C) the Borrower shall pay the full amount deducted to therelevant taxation authority or other authority in accordance with applicable law. If a withholdingtax of the United States of America or any other Governmental Authority shall be or becomeapplicable (y) after the date of this Agreement, to such payments by the Borrower made to theLending Installation or any other office that a Lender may claim as its Lending Installation, or (z)after such Lender's selection and designation of any other Lending Installation, to such paymentsmade to such other Lending Installation, such Lender shall use reasonable efforts to make, fund andmaintain its Loans through another Lending Installation of such Lender in another jurisdiction so asto reduce the Borrower's liability hereunder, if the making, funding or maintenance of such Loansthrough such other Lending Installation of such Lender does not, in the judgment of such Lender,otherwise adversely affect such Loans, or obligations under the Revolving Loan Commitments of suchLender.

	(ii)	In addition, the Borrower agrees to pay any present or future stampor documentary taxes or any other excise or property taxes, charges, or similar levies which arisefrom any payment made hereunder, or from the execution, delivery or registration of, or otherwisewith respect to, this Agreement, the other Loan Documents, the Revolving Loan Commitments, or theLoans (hereinafter referred to as "Other Taxes").
**	(iii)  The Borrower indemnifies each Lender and the Agent for the fullamount of Taxes and Other Taxes (including, without limitation, any Taxes or Other Taxes imposed byany Governmental Authority on amounts payable under this Section 2.9(d)) paid by such Lender or theAgent (as the case may be) and any liability (including penalties, interest, and expenses) arisingtherefrom or with respect thereto, whether or not such Taxes or Other Taxes were correctly orlegally asserted. This indemnification shall be made within thirty (30) days after the date suchLender or the Agent (as the case may be) makes written demand therefor. A certificate as to anyadditional amount payable to any Lender or the Agent under this Section 2.9(d) submitted to theBorrower and the Agent (if a Lender is so submitting) by such Lender or the Agent shall show inreasonable detail the amount payable and the calculations used to determine such amount and shall,absent manifest error, be final, conclusive and binding upon all parties hereto. With respect tosuch deduction or withholding for or on account of any Taxes and to confirm that all such Taxes havebeen paid to the appropriate Governmental Authorities, the Borrower shall promptly (and in any eventnot later than thirty (30) days after receipt) furnish to each Lender and the Agent suchcertificates, receipts and other documents as may be required (in the judgment of such Lender or theAgent) to establish any tax credit to which such Lender or the Agent may be entitled.

	(iv)  Within thirty (30) days after the date of any payment of Taxes or OtherTaxes by the Borrower, the Borrower shall furnish to the Agent the original or a certified copy of areceipt evidencing payment thereof.

	(v)  Without prejudice to the survival of any other agreement of the Borrowerhereunder, the agreements and obligations of the Borrower contained in this Section 2.9(d) shallsurvive the payment in full of principal and interest hereunder and the termination of thisAgreement.

	(vi)  Without limiting the obligations of the Borrower under this Section2.9(d), each Lender that is not created or organized under the laws of the United States of Americaor a political subdivision thereof shall deliver to the Borrower and the Agent on or before theClosing Date, or, if later, the date on which such Lender becomes a Lender pursuant to Section 14.3,a true and accurate certificate executed in duplicate by a duly authorized officer of such Lender,in a form satisfactory to the Borrower and the Agent, to the effect that such Lender is capableunder the provisions of an applicable tax treaty concluded by the United States of America (in whichcase the certificate shall be accompanied by two executed copies of Form 1001 of the IRS) or underSection 1442 of the Code (in which case the certificate shall be accompanied by two copies of Form4224 of the IRS, or, if such Lender is not a "bank" within the meaning of Section 881(c)(3)(A) ofthe Code, two completed and signed copies of IRS Form W-8 or W-9 or the applicable successor form)of receiving payments of interest hereunder without deduction or withholding of United Statesfederal income tax. Each such Lender further agrees to deliver to the Borrower and the Agent fromtime to time a true and accurate certificate executed in duplicate by a duly authorized officer ofsuch Lender substantially in a form satisfactory to the Borrower and the Agent, before or promptlyupon the occurrence of any event requiring a change in the most recent certificate previouslydelivered by it to the Borrower and the Agent pursuant to this Section 2.9(d)(vi). Further, eachLender which delivers a certificate accompanied by Form 1001 of the IRS covenants and agrees todeliver to the Borrower and the Agent within fifteen (15) days prior to January 1, 2004,  anothersuch certificate and two accurate and complete original signed copies of Form 1001 (or any successorform or forms required under the Code or the applicable regulations promulgated thereunder), andeach Lender that delivers a Form W-8 or W-9 as prescribed above or a certificate accompanied by Form4224 of the IRS covenants and agrees to deliver to the Borrower and the Agent within fifteen (15)days prior to the beginning of each subsequent taxable year of such Lender during which thisAgreement is still in effect, another such Form W-8 or W-9 or another such certificate and twoaccurate and complete original signed copies of IRS Form 4224 (or any successor form or formsrequired under the Code or the applicable regulations promulgated thereunder). Each such certificateshall certify as to one of the following:

	(a)  that such Lender is capable of receiving payments of interest hereunderwithout deduction or withholding of United States of America federal income tax;

	(b)  that such Lender is not capable of receiving payments of interesthereunder without deduction or withholding of United States of America federal income tax asspecified therein but is capable of recovering the full amount of any such deduction or withholdingfrom a source other than the Borrower and will not seek any such recovery from the Borrower; or

	(c)  that, as a result of the adoption of or any change in any law, treaty,rule, regulation, guideline or determination of a Governmental Authority or any change in theinterpretation or application thereof by a Governmental Authority after the date such Lender becamea party hereto, such Lender is not capable of receiving payments of interest hereunder withoutdeduction or withholding of United States of America federal income tax as specified therein andthat it is not capable of recovering the full amount of the same from a source other than theBorrower.

Each Lender shall promptly furnish to the Borrower and the Agent such additionaldocuments as may be reasonably required by the Borrower or the Agent to establish any exemption fromor reduction of any Taxes or Other Taxes required to be deducted or withheld and which may beobtained without undue expense to such Lender.

(e)	Loan Account. Each Lender shall maintain in accordance with itsusual practice an account or accounts (a "Loan Account") evidencing the Obligations of the Borrowerto such Lender owing to such Lender from time to time, including the amount of principal andinterest payable and paid to such Lender from time to time hereunder and under the Notes.

(f)	 Entries Binding. The entries made in the Register and each LoanAccount shall be conclusive and binding for all purposes, absent manifest error, unless the Borrowerobjects to information contained in the Register and each Loan Account within thirty (30) days ofthe Borrower's receipt of such information.

2.10	Notification of Advances, Interest Rates, Prepayments and AggregateRevolving Loan Commitment Reductions.  Promptly after receipt thereof, the Agent will notifyeach Lender of the contents of each Standard Notice and repayment notice received by it hereunder.The Agent will notify each Lender of the interest rate applicable to each LIBOR Loan promptly upondetermination of such interest rate and will give each Lender prompt notice of each change in thePrime Rate.

2.11	Lending Installations. Each Lender may book its Loans at anyLending Installation selected by such Lender and may change its Lending Installation from time totime. All terms of this Agreement shall apply to any such Lending Installation and the Notes shallbe deemed held by each Lender for the benefit of such Lending Installation. Each Lender may, bywritten or facsimile notice to the Agent and the Borrower, designate a Lending Installation throughwhich Loans will be made by it and for whose account Loan payments are to be made.

2.12	Non-Receipt of Funds by the Agent.  Unless the Borrower or aLender, as the case may be, notifies the Agent prior to the date on which it is scheduled to makepayment to the Agent of (i) in the case of a Lender, the proceeds of a Loan or (ii) in the case ofthe Borrower, a payment of principal, interest or fees to the Agent for the account of the Lenders,that it does not intend to make such payment, the Agent may assume that such payment has been made.The Agent may, but shall not be obligated to, make the amount of such payment available to theintended recipient in reliance upon such assumption. If such Lender or the Borrower, as the case maybe, has not in fact made such payment to the Agent, the recipient of such payment shall, on demandby the Agent, repay to the Agent the amount so made available together with interest thereon inrespect of each day during the period commencing on the date such amount was so made available bythe Agent until the date the Agent recovers such amount at a rate per annum equal to (i) in the caseof payment by a Lender, the Federal Funds Effective Rate for such day or (ii) in the case of paymentby the Borrower, the interest rate applicable to the relevant Loan.

2.13	Maturity Date.  This Agreement shall be effective until theMaturity Date. Notwithstanding the termination of this Agreement on the Maturity Date, until all ofthe Obligations (other than contingent indemnity obligations) shall have been fully and indefeasiblypaid and satisfied and all financing arrangements among the Borrower and the Lenders shall have beenterminated, all of the rights and remedies under this Agreement and the other Loan Documents shallsurvive.

	2.14	Replacement of Certain Lenders.  In the event a Lender("Affected Lender") shall have: (i) failed to fund its applicable Pro Rata Share of any Advancerequested by the Borrower, or to fund a Revolving Loan in order to repay Swing Line Loans pursuantto Section 2.2(d), which such Lender is obligated to fund under the terms of this Agreement andwhich failure has not been cured, (ii) requested compensation from the Borrower under Sections2.9(d), 3.1 or 3.2 to recover Taxes, Other Taxes or other additional costs incurred by such Lenderwhich are not being incurred generally by the other Lenders, (iii) delivered a notice pursuant toSection 3.3 claiming that such Lender is unable to extend LIBOR Loans to the Borrower for reasonsnot generally applicable to the other Lenders or (iv) has invoked Section 15.2, then, in any suchcase, the Borrower or the Agent may make written demand on such Affected Lender (with a copy to theAgent in the case of a demand by the Borrower and a copy to the Borrower in the case of a demand bythe Agent) for the Affected Lender to assign, and such Affected Lender shall use its best efforts toassign pursuant to one or more duly executed Assignment Agreements five (5) Business Days after thedate of such demand, to one or more financial institutions that comply with the provisions ofSection 14.3 which the Borrower or the Agent, as the case may be, shall have engaged for suchpurpose ("Replacement Lender"), all of such Affected Lender's rights and obligations under thisAgreement and the other Loan Documents (including, without limitation, its Revolving LoanCommitment, all Loans owing to it, all of its participation interests in existing Swing Line Loans,and its obligation to participate in additional Swing Line Loans hereunder) in accordance withSection 14.3. The Agent agrees, upon the occurrence of such events with respect to an AffectedLender and upon the written request of the Borrower, to use its reasonable efforts to obtain thecommitments from one or more financial institutions to act as a Replacement Lender. The Agent isauthorized to execute one or more of such Assignment Agreements as attorney-in-fact for any AffectedLender failing to execute and deliver the same within five (5) Business Days after the date of suchdemand. Further, with respect to such assignment the Affected Lender shall have concurrentlyreceived, in cash, all amounts due and owing to the Affected Lender hereunder or under any otherLoan Document, including, without limitation, the aggregate outstanding principal amount of theLoans owned to such Lender, together with accrued interest thereon through the date of suchassignment, amounts payable under Sections 2.9(d), 3.1, or 3.2 with respect to such Affected Lenderand compensation payable under Section 2.9(b) in the event of any replacement of any Affected Lenderunder clause (ii) or clause (iii) of this Section 2.14; provided that upon such AffectedLender's replacement, such Affected Lender shall cease to be a party hereto but shall continue to beentitled to the benefits of Sections 2.9(d), 3.1, 3.2, 3.4 and 15.7, as well as to any fees accruedfor its account hereunder and not yet paid, and shall continue to be obligated under Section 12.8.Upon the replacement of any Affected Lender pursuant to this Section 2.14, the provisions of Section11.1 shall continue to apply with respect to borrowings which are then outstanding with respect towhich the Affected Lender failed to fund its applicable Pro Rata Share and which failure has notbeen cured.

 

ARTICLE III

CHANGE IN CIRCUMSTANCES

	3.1	Yield Protection.  If any law or any governmental or quasi-governmental rule, regulation, policy, guideline or directive (whether or not having the force oflaw) adopted after the date of this Agreement and having general applicability to all banks withinthe jurisdiction in which such Lender operates (excluding, for the avoidance of doubt, the effect ofand phasing in of capital requirements or other regulations or guidelines passed prior to the dateof this Agreement), or any interpretation or application thereof by any Governmental Authoritycharged with the interpretation or application thereof, or the compliance of any Lendertherewith:

	(i)	subjects any Lender or any applicable Lending Installation to any tax,duty, charge or withholding on or from payments due from the Borrower (excluding federal taxation ofthe overall net income of any Lender or applicable Lending Installation), or changes the basis oftaxation of payments to any Lender in respect of its Loans or other amounts due it hereunder, 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 theaccount of, or credit extended by, any Lender or any applicable Lending Installation (other thanreserves and assessments taken into account in determining the interest rate applicable to LIBORLoans) with respect to its Loans, or

	(iii)	imposes any other condition the result of which is to increase thecost to any Lender or any applicable Lending Installation of making, funding or maintaining theLoans or reduces any amount received by any Lender or any applicable Lending Installation inconnection with Loans or requires any Lender or any applicable Lending Installation to make anypayment calculated by reference to the amount of Loans held or interest received by it, by an amountdeemed material by such Lender,

and the result of any of the foregoing is to increase the cost to that Lender ofmaking, renewing or maintaining its Loans or to reduce any amount received under this Agreement,then, within fifteen (15) days after receipt by the Borrower of written demand by such Lenderpursuant to Section 3.5, the Borrower shall pay such Lender that portion of such increased expenseincurred or reduction in an amount received which such Lender determines is attributable to making,funding and maintaining its Loans and its Revolving Loan Commitment.

	3.2	Changes in Capital Adequacy Regulations.  If a Lenderdetermines (i) the amount of capital required or expected to be maintained by such Lender, anyLending Installation of such Lender or any corporation controlling such Lender is increased as aresult of a Change, and (ii) such increase in capital will result in an increase in the cost to suchLender of maintaining its Loans or its obligation to make Loans hereunder, then, within fifteen (15)days after receipt by the Borrower of written demand by such Lender pursuant to Section 3.5, theBorrower shall pay such Lender the amount necessary to compensate for any shortfall in the rate ofreturn on the portion of such increased capital which such Lender determines is attributable to thisAgreement, its Loans or its obligation to make Loans hereunder (after taking into account suchLender's policies as to capital adequacy). "Change" means (i) any change after the date of thisAgreement in the Risk-Based Capital Guidelines excluding, for the avoidance of doubt, the effect ofany phasing in of such Risk-Based Capital Guidelines or any other capital requirements passed priorto the date hereof, or (ii) any adoption of or change in any other law, governmental or quasi-governmental rule, regulation, policy, guideline, interpretation, or directive (whether or nothaving the force of law) after the date of this Agreement and having general applicability to allbanks and financial institutions within the jurisdiction in which such Lender operates which affectsthe amount of capital required or expected to be maintained by any Lender or any LendingInstallation or any corporation controlling any Lender. "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 regulatoryauthorities outside the United States implementing the July 1988 report of the Basle Committee onBanking Regulation and Supervisory Practices entitled "International Convergence of CapitalMeasurements and Capital Standards," including transition rules, and any amendments to suchregulations adopted prior to the date of this Agreement.

	3.3	Availability of Types of Advances.  If (i) any Lenderdetermines that maintenance of its LIBOR Loans at a suitable Lending Installation would violate anyapplicable law, rule, regulation or directive, whether or not having the force of law, or (ii) theRequired Lenders determine that (x) deposits of a type and maturity appropriate to match fund LIBORRate Advances are not available or (y) the interest rate applicable to a Type of Advance does notaccurately reflect the cost of making or maintaining such an Advance, then the Agent shall suspendthe availability of the affected Type of Advance and, in the case of any occurrence set forth inclause (i) require any Advances of the affected Type to be repaid.

	3.4	Funding Indemnification.  If any payment of a LIBOR RateAdvance occurs on a date which is not the last day of the applicable Interest Period, whetherbecause of acceleration, prepayment, conversion or otherwise, or a LIBOR Rate Advance is not made onthe date specified by the Borrower for any reason other than default by the Lenders, the Borrowerindemnifies each Lender for any loss or cost incurred by it resulting therefrom, including, withoutlimitation, any loss or cost in liquidating or employing deposits acquired to fund or maintain theLIBOR Rate Advance.

	3.5	Lender Statements; Survival of Indemnity. If reasonablypossible, each Lender shall designate an alternate Lending Installation with respect to its LIBORLoans to reduce any liability of the Borrower to such Lender under Sections 3.1 and 3.2 or to avoidthe unavailability of a Type of Advance under Section 3.3, so long as such designation is notdisadvantageous to such Lender. Each Lender requiring compensation pursuant to Section 2.9(d) or tothis Article III shall use its reasonable efforts to notify the Borrower and the Agent in writing ofany Change, law, policy, rule, guideline or directive giving rise to such demand for compensationnot later than thirty (30) days following the date upon which the responsible account officer ofsuch Lender knows or should have known of such Change, law, policy, rule, guideline or directive.Any demand for compensation pursuant to this Article III shall be in writing and shall state theamount due, if any, under Section 3.1, 3.2 or 3.4 and shall set forth in reasonable detail thecalculations upon which such Lender determined such amount. Such written demand shall be rebuttablypresumed correct for all purposes. Determination of amounts payable under such Sections inconnection with a LIBOR Loan shall be calculated as though each Lender funded its LIBOR Loan throughthe purchase of a deposit of the type and maturity corresponding to the deposit used as a referencein determining the LIBOR Loan applicable to such Loan, whether in fact that is the case or not. Theobligations of the Borrower under Section 3.1, 3.2 and 3.4 shall survive the payment of theObligations and termination of this Agreement.

ARTICLE IV

CONDITIONS OF BORROWING

	Notwithstanding any other provision of this Agreement, the Lenders shall notbe required to disburse or make all or any portion of the Loans if any of the following conditionshave not occurred.

	4.1	Loan Documents.  The Borrower shall have executed and deliveredto the Agent with sufficient copies for the Lenders all of the following Loan Documents(collectively, the "Loan Documents"), all of which must be satisfactory to the Agent, the Lenders,the Agent's counsel and the Lender's counsel in form, substance and execution:

	

	(a)	Credit Agreement.  This Agreement duly executed by theBorrower.

	(b)	Revolving Notes.  Revolving Notes duly executed by theBorrower.

	(c)	Swing Loan Note.  A Swing Loan Note duly executed by theBorrower.

	4.2	Capitalization, Etc.  The corporate and capital structure ofBorrower, the certificate or articles of incorporation and by-laws of Borrower, and the terms,conditions, amounts and holders of all equity, debt and other indebtedness, obligations andliabilities of each of them, shall be not unsatisfactory to the Lenders.

	4.3	Governmental Approvals and Filings.  The Agent shall havereceived, with copies and executed counterparts for each Lender, true and correct copies (in eachcase certified as to authenticity on such date on behalf of the Borrower) of all items referred toin Schedule 4.3 hereof which are designated on such Schedule to be receivable on or prior to theClosing Date and such items shall be satisfactory in form and substance to the Agent and shall be infull force and effect.

	4.4	Corporate Proceedings.  The Agent shall have received, with acounterpart for each Lender, a certificate by the Secretary of Borrower dated as of the Closing Dateas to (i) true copies of the certificate or articles of incorporation and by-laws of Borrower ineffect on such date, (ii) true copies of all corporate action taken by Borrower relative to thisAgreement and the other Loan Documents and (iii) the incumbency and signature of the officers ofBorrower executing this Agreement and the other Loan Documents, together with satisfactory evidenceof the incumbency of such Secretary. The Agent shall have received, with a copy for each Lender,certificates from the appropriate Secretaries of State or other applicable Governmental Authoritiesdated not more than thirty (30) days before the Closing Date showing the existence of Borrower inits state of incorporation.

	4.5	Legal Opinions.  The Agent shall have received, with anexecuted counterpart for each Lender, opinions addressed to the Agent and each Lender, dated theClosing Date, of Barnes & Thornburg, as to such matters as may be requested by Agent and in formand substance satisfactory to Agent.

	4.6	Officers' Certificates.  The Agent shall have received, with anexecuted counterpart for each Lender, certificates from such officers of Borrower as to such mattersas Agent or any Lender may request, including, without limitation, a certificate from an AuthorizedOfficer of Borrower certifying that the Borrower is Solvent.

	4.7	Fees, Expenses, Etc.  All reasonable fees and othercompensation required to be paid to the Agent and the Lenders pursuant hereto or pursuant to anyother written agreement on or prior to the Closing Date shall have been paid or received.

	4.8	Additional Matters.  The Agent shall have received such othercertificates, opinions, documents and instruments as may be requested by any Lender. All corporateand other proceedings, and all documents, instruments and other matters in connection with thetransactions contemplated by this Agreement and the other Loan Documents shall be satisfactory inform and substance to Agent and each Lender.

	4.9	Event of Default.  No Event of Default or Unmatured Event ofDefault shall have occurred and be continuing on such date or after giving effect to the Loansrequested to be made on such date.

	4.10	Adverse Changes.  No material adverse change in the financialcondition or affairs of the Borrower, as determined in any Lender's sole and complete discretion,shall have occurred, with respect to the initial disbursements since December 31, 2002.

	4.11	Litigation.  No litigation or governmental proceeding shallhave been instituted against the Borrower or any of its officers or shareholders which in thediscretion of the any Lender reasonably exercised, materially adversely affects the financialcondition or continued operation of the Borrower.

	4.12	Representations and Warranties.  Each of the representationsand warranties made by the Borrower in Article V hereof shall be true and correct in all materialrespects on and as of such date as if made on and as of such date, both before and after givingeffect to the Loans requested to be made on such date.  

ARTICLE V

REPRESENTATIONS AND WARRANTIES

	Borrower hereby represents and warrants to each Lender as follows:

	5.1	Corporate Status.  Borrower is a corporation duly organized andvalidly existing under the laws of the State of Indiana. Borrower has corporate power and authorityto own its property and to transact the business in which it is engaged or presently proposes toengage. Borrower is duly qualified to do business as a foreign corporation and is in good standingin all jurisdictions in which the ownership of its properties or the nature of its activities orboth makes such qualification necessary or advisable except where the failure to so qualify couldnot have a Material Adverse Effect.

	5.2	Corporate Power and Authorization.  Borrower has corporatepower and authority to execute, deliver, perform, and take all actions contemplated by each LoanDocument, and all such action has been duly and validly authorized by all necessary corporateproceedings on its part. Without limitation of the foregoing, the Borrower has the corporate powerand authority to borrow pursuant to the Loan Documents to be fullest extent permitted hereby andthereby from time to time, and has taken all necessary corporate action to authorize such borrowingsand requests.

	5.3	Execution and Binding Effect.  This Agreement and each otherLoan Document which is required to be delivered on or before the Closing Date pursuant to Section4.1 hereof has been duly and validly executed and delivered by Borrower. This Agreement constitutes,and each other Loan Document when executed and delivered by Borrower will constitute, the legal,valid, and binding obligation of the Borrower enforceable in accordance with its terms, except asthe enforceability thereof may be limited by bankruptcy, insolvency or other similar laws of generalapplication affecting the enforcement of creditors' rights or by general principles of equitylimiting the availability of equitable remedies. 

	5.4	Government Approvals and Filings.  No approval, order, consent,authorization, certificate, license, permit or validation of, or exemption or other action by, orfiling, recording or registration with, or notice to, any Governmental Authority (collectively,"Government Action") is or will be necessary in connection with execution and delivery of any LoanDocument by Borrower or consummation by Borrower of the financing transaction herein or thereincontemplated or payment by the Borrower of the Loans, except for matters set forth in Schedule 4.3hereof, and no Government Action, except for matters set forth in Schedule 4.3 hereof, is or will benecessary in connection with the Loans at any time prior to the termination of this Agreement.  

	5.5	Absence of Conflicts.  Neither the execution and delivery ofany Loan Document by Borrower, nor consummation by Borrower of the transactions herein or thereincontemplated, nor performance of or compliance with the terms and conditions hereof or thereof byBorrower does or will:

	(a)	violate or conflict with any Requirement of Law, or

	(b)	violate, conflict with or result in a breach of any term or conditionof, or constitute a default under, or result in (or give rise to any right, contingentor otherwise of any Person to cause) any termination, cancellation, prepayment or acceleration ofperformance of, or result in the creation or imposition of (or give rise to any obligation,contingent or otherwise, to create or impose) any Lien upon any of the property of Borrower pursuantto, or otherwise result in (or give rise to any right, contingent or otherwise, of any Personto cause) any change in any right, power, privilege, duty or obligation of Borrower under or inconnection with,

	(i)  the certificate or articles of incorporation or by-laws of Borrower,

	(ii)  any Contractual Obligations creating, evidencing or securing anyIndebtedness to which Borrower is a party or by which it or any of its properties (now owned orhereafter acquired) may be subject or bound, or 

	(iii)  any other Contractual Obligations of Borrower, 

which could reasonably be expected to have a Material Adverse Effect onBorrower.

5.6	Margin Regulations.  No part of the proceeds of any Loan hereunderwill be used for the purpose of buying or carrying Margin Stock, or to extend credit to others forthe purpose of buying or carrying any Margin Stock. Borrower is not engaged in the business ofextending credit to others for the purpose of buying or carrying Margin Stock. Borrower does not ownany Margin Stock. Neither the making of any Loan nor any use of proceeds of any such Loan willviolate or conflict with the provisions of Regulation T, U or X of the Board of Governors of theFederal Reserve System, as amended from time to time.

5.7	Subsidiaries.  The Borrower has no subsidiaries, except for IPLFunding Corporation.

5.8	[Intentionally Deleted]

5.9	Ownership and Control.  The outstanding shares of capital stock ofBorrower have been duly authorized and validly issued and are fully paid and nonassessable. IPALCOowns all of the common equity securities of Borrower. There are no options, warrants, calls,subscriptions, conversion rights, exchange rights, preemptive rights or other rights, agreements orarrangements (contingent or otherwise) which may in any circumstances now or hereafter obligateBorrower to issue any shares of its capital stock or any other securities, except for matters setforth in Schedule 5.9 hereof and except for matters which are permitted by the terms hereof andnotice of which is provided by the Borrower to the Agent. Schedule 5.9 hereof describes as of thedate hereof all options, rights, purchase agreements, buy-sell agreements, restrictions on transfer,pledges, proxies, voting trusts, powers of attorney, voting agreements and other agreements,instruments or arrangements to which Borrower is a party or is subject or bound, or to which anyrecord or beneficial owner of common stock of Borrower is a party or is subject or bound, whichpertain to any shares of common stock (now or hereafter outstanding) of Borrower, including anymatter which may affect beneficial or record ownership thereof or transferability thereof or votingrights with respect thereto.

5.10	Litigation.  Except as set forth in Schedule 5.10 hereof, there isno pending or, to the Borrower's knowledge, threatened action, suit, claim, proceeding orinvestigation by or before any Governmental Authority against or affecting Borrower which could, ifadversely determined, have a Material Adverse Effect.

5.11	Absence of Events of Default.  No event has occurred and iscontinuing and no condition exists which constitutes an Event of Default or an Unmatured Event ofDefault.

5.12	Insurance.  Borrower maintains with financially sound andreputable insurers the insurance required by Section 7.3 hereof.

5.13	Title to Property.  Borrower has good and marketable title in feesimple to all real property owned or purported to be owned by it and good title to all otherproperty of whatever nature owned or purported to be owned by it, in each case free and clear of allLiens, other than Permitted Liens. 

5.14	Intellectual and Other Property.  Borrower owns, or is licensed orotherwise has the right to use, all the patents, trademarks, service marks, names (trade, service,fictitious or otherwise), copyrights, technology, processes, data bases and other rights, free fromburdensome restrictions, necessary to own and operate its properties and to carry on its business aspresently conducted and presently planned to be conducted without conflict with the rights of othersin any material respect.

5.15	Taxes.  All tax and information returns required to be filed by oron behalf of Borrower have been properly prepared, executed and filed, except when the failure to doso could not have a Material Adverse Effect. All taxes, assessments, fees and other governmentalcharges upon Borrower or upon any of its properties, incomes, sales or franchises which are due andpayable have been paid other than those not yet delinquent and payable without premium or penalty,and except for those being diligently contested in good faith by appropriate proceedings, and ineach case adequate reserves and provisions for taxes have been made on the books of Borrower. Thereserves and provisions for taxes on the books of Borrower are adequate for all open years and forits current fiscal period. Borrower does not know of any proposed additional assessment or basis forany material assessment for additional taxes against Borrower (whether or not reserved against)except assessments or basis therefor which could not have a Material Adverse Effect.

5.16	Employee Benefits.  On the date of this Agreement and the ClosingDate, Borrower has no material liability (contingent or otherwise) for or in connection with, andnone of its properties is subject to a Lien in connection with, any Pension-Related Event.

5.17	Environmental Matters.  

	(a)	Borrower is and has been in compliance with all applicableEnvironmental Laws, except where the failure to so comply, individually or in the aggregate, couldnot have a Material Adverse Effect. To Borrower's knowledge, there are no circumstances that mayprevent or interfere with such compliance by Borrower in the future.

	(b)	All Environmental Approvals necessary for the ownership and operationof Borrower's properties, facilities and businesses as presently owned and operated and as presentlyproposed to be owned and operated have been obtained and are in full force and effect, unless suchfailure could not reasonably be expected to have a Material Adverse Effect on Borrower.

	(c)	Except as set forth on Schedule 5.10, there is no Environmental Claimpending or, to the knowledge of Borrower, threatened, and there are no past or present acts,omissions, events or circumstances (including but not limited to any dumping, leaching, deposition,removal, abandonment, escape, emission, discharge or release of any Hazardous Material at, on orunder any facility or property now or previously owned, operated or leased by Borrower or, to theknowledge of Borrower, any of its Environmental Affiliates) that could form the basis of anyEnvironmental Claim, against Borrower or any of its Environmental Affiliates, except matters which,individually or in the aggregate, could not reasonably be expected to have a Material AdverseEffect.

	(d)	No facility or property now or previously owned, operated or leased byBorrower is an Environmental Cleanup Site. Neither Borrower nor, to the knowledge of Borrower, anyof its Environmental Affiliates has directly transported or directly arranged for the transportationof any material quantities of Hazardous Materials to any Environmental Cleanup Site, except matterswhich, individually or in the aggregate, could not reasonably be expected to have a Material AdverseEffect. To Borrower's knowledge, no Lien exists, and no condition exists which could result in thefiling of a Lien, against any property of Borrower or any of its Environmental Affiliates, under anyEnvironmental Law.

	5.18	Accuracy of Representations and Warranties.  None ofBorrower's representations or warranties set forth in this Agreement or in any document orcertificate taken together with any related document or certificate furnished pursuant to thisAgreement or in connection with the transactions contemplated hereby contains or will contain anyuntrue statement of a material fact or omits or will omit to state a material fact necessary to makeany statement of fact contained herein or therein, in light of the circumstances under which it wasmade, not misleading; except that unless provided otherwise any such document or certificate whichis dated speaks as of the date stated and not the present.

	5.19	No Investment Company.  Borrower is not an "investmentcompany" or a company "controlled" by an "investment company" as such terms are defined in theInvestment Company Act of 1940, as amended, which is required to register thereunder.

	5.20	Labor Matters.  As of the Closing Date, no labor disputes,strikes or walkouts affecting the operations of the Borrower is pending, or, to the Borrower'sknowledge, threatened, planned or contemplated that could reasonably be expected to have a MaterialAdverse Effect on the Borrower. 

	5.21	Solvency.  After giving effect to the (i) Loans to be made onthe Closing Date or such other date as Loans requested hereunder are made and the consummation ofthe other transactions contemplated by this Agreement and (ii) the payment and accrual of all fees,costs and expenses payable by the Borrower in connection with the execution, delivery andperformance of the Loan Documents, the Borrower is Solvent. 

	5.22	Financial Statements.  Complete and accurate copies of thefollowing financial statements and the following related information have been delivered to theAgent:  the balance sheet of the Borrower as at December 31, 2002, and the related combinedstatements of income, changes in stockholders' equity and cash flows of the Borrower for the fiscalyear then ended, and the audit report related thereto. Such financial statements reflect allLiabilities of the Borrower as of such date. 

	5.23	No Material Adverse Change. Since December 31, 2002 up to theClosing Date, there has occurred no material adverse change in the business, financial condition,operations or prospects of the Borrower or any other event which has had or could reasonably beexpected to result in a Material Adverse Effect.

	5.24	Regulatory Matters.  Borrower is a public utility regulated bythe Indiana Utility Regulatory Commission ("IURC") and the Federal Energy Regulatory Commission("FERC"). Borrower has the sole right to furnish retail electric service to its present and futurecustomers within the boundaries of its exclusive service area, and no other electricity supplier mayrender or extend retail electric service within Borrower's exclusive service area. Except formatters set forth in Schedule 4.3 hereof, no action or approval by the IURC (other than the IURCOrder) or FERC is or will be necessary in connection with execution and delivery of any LoanDocument by Borrower or consummation by Borrower of the financing transaction herein or thereincontemplated or payment by the Borrower of the Loans.

ARTICLE VI

NEGATIVE COVENANTS

	6.1	Indebtedness.  The Borrower shall not, either directly orindirectly, create, assume, incur or have outstanding any Indebtedness (including purchase moneyindebtedness), or become liable, whether as endorser, guarantor, surety or otherwise, for any debtor obligation of any other Person, except:

	(a)	the Obligations;

	(b)	endorsement for collection or deposit of any commercial paper securedin the ordinary course of business;

	(c)	obligations of the Borrower for taxes, assessments, municipal or othergovernmental charges;

	(d)	obligations of the Borrower for accounts payable, other than for moneyborrowed, and customer security deposits, incurred in the ordinary course of business; 

	(e)	secured or unsecured purchase money Indebtedness incurred by theBorrower to finance the acquisition of fixed assets, if (1) at the time of such incurrence no Eventof Default or Unmatured Event of Default has occurred and is continuing or would result from suchincurrence, (2) such Indebtedness has a scheduled maturity and is not due on demand, (3) suchIndebtedness does not exceed the lower of the fair market value or the cost of the applicable fixedassets on the date acquired, (4) such Indebtedness does not exceed $5,000,000 in the aggregateoutstanding at any time, and (5) any Lien securing such Indebtedness is permitted under Section6.2;

	(f)	obligations existing on the date hereof which are disclosed inSchedule 6.1 hereof; 

	(g)	indebtedness incurred in accordance with the IURC Order so long as ona pro forma basis Borrower remains in compliance with the financial covenants contained in ArticleVIII; 

	(h)	the LaSalle Line of Credit; and

	(i)	any Permitted Refinancing Indebtedness.

	6.2	Encumbrances.  The Borrower shall not, either directly orindirectly, create, assume, incur or suffer or permit to exist any Lien or charge of any kind orcharacter upon any asset of the Borrower, whether owned at the date hereof or hereafter acquired,except for the following ("Permitted Liens"):

	

	(a)	Liens for taxes, assessments or other governmental charges not yet dueor which are being contested in good faith by appropriate proceedings in such a manner as not tomake the property forfeitable;

	(b)	Liens or charges incurred in the ordinary course of the business ofthe Borrower which were not incurred in connection with the borrowing of money or the obtaining ofan advance or credit, and which do not in the aggregate materially detract from the value of itsproperty or assets or materially impair the use thereof in the operation of its business;

	(c)	Liens arising out of judgments or awards against the Borrower withrespect to which it shall concurrently therewith be prosecuting a timely appeal or proceeding forreview and with respect to which it shall have secured a stay of execution pending such appeal orproceedings for review;

	(d)	pledges or deposits to secure obligations under worker's compensationlaws or similar legislation;

	(e)	good faith deposits in connection with lending contracts or leases towhich the Borrower is a party;

	(f)	purchase money Liens; provided that such Liens shall not applyto any property of Borrower other than that purchased and that such Liens in the aggregate shall notexceed $5,000,000.00;

	(g)	deposits to secure public or statutory obligations of the Borrower;

	(h)	Liens existing on the date hereof and disclosed in Schedule 6.2hereof; 

	(i)	Liens issued in connection with Permitted Refinancing Indebtedness;and

	(j)	Liens issued in connection with Indebtedness permitted pursuant toSection 6.1(g).

	6.3	Investments; Acquisitions.  The Borrower shall not, eitherdirectly or indirectly, make or have outstanding any new investments (whether through purchase ofstocks, obligations or otherwise) in, or loans or advances to, any other Person, or acquire all orany substantial part of the assets, business, stock or other evidence of beneficial ownership of anyother Person except Eligible Investments.

	6.4	Transfer; Merger.  The Borrower shall not, either directly orindirectly, merge, consolidate, sell, transfer, license, lease, encumber or otherwise dispose of allor substantially all of its assets. The Borrower shall not, either directly or indirectly, sell,transfer, license, lease, encumber or otherwise dispose of any core utility operating asset, asreasonably determined by the parties, unless such sales, transfers, licenses, leases, encumbrancesand other dispositions do not exceed $25,000,000.00 in the aggregate at any time.

	6.5	Issuance of Stock.  The Borrower shall not, either directly orindirectly, issue or distribute any additional capital stock**or other equity securities ofthe Borrower.

	6.6	Dividends and Related Distributions.  Borrower shall notdeclare or make any Stock Payment, or agree, become or remain liable (contingently or otherwise) todo any of the foregoing, except that Borrower may pay dividends or make distributions so long asBorrower is not in violation of the financial covenants set forth in Article VIII and is not inmaterial violation of any other covenant of Borrower and such dividend or distribution will notcause a violation of the financial covenants set forth in Article VIII and would not result in amaterial violation of any other covenant of Borrower herein.

	6.7	Change of Legal Status.  The Borrower shall not change itsname, its type of organization, its jurisdiction of organization or other legal structure.

	6.8	Transactions with Affiliates.  The Borrower shall not directlyor indirectly enter into or permit to exist any transaction (including, without limitation, thepurchase, sale, lease or exchange of any property or the rendering of any service) with anyAffiliate of the Borrower, on terms that are less favorable to the Borrower than those that might beobtained in an arm's length transaction at the time from Persons who are not an Affiliate.

	6.9	Contingent Liabilities.  Without the prior written consent ofthe Required Lenders, the Borrower shall not be or become subject to or bound by any additionalContingent Liability other than Contingent Liabilities with respect to vendor guaranties which donot exceed $25,000,000.00 in the aggregate at any time. Each Contingent Liability in excess of$100,000.00, as of the Closing Date, is disclosed in Schedule 6.9 hereof.

	6.10	Exclusive Service Area.  The Borrower shall not consent to anyother electricity supplier providing retail electric service within Borrower's exclusive servicearea that would have a Material Adverse Effect. 

ARTICLE VII

AFFIRMATIVE COVENANTS

	7.1	Corporate**Existence.  The Borrower shall at all timespreserve and maintain its corporate existence, rights, franchises and privileges, and shall at alltimes maintain its exclusive service area and continue as a going concern in the business which theBorrower is presently conducting.  

	7.2	Maintain Property.  The Borrower shall at all times maintain,preserve and keep its plants, properties and equipment, in good repair, working order and condition,and shall from time to time make all needful and proper repairs, renewals, replacements, andadditions thereto so that at all times the efficiency thereof shall be fully preserved andmaintained except when Borrower reasonably determines that it is not in its best interest to do soand such determination could not reasonably be expected to have a Material Adverse Effect onBorrower.  The Borrower shall permit the Agent to examine and inspect such plants, properties andequipment at all reasonable times.

	7.3	Maintain Insurance.  The Borrower shall at all times insure andkeep insured in insurance companies acceptable to the Agent, all insurable property owned by itwhich is of a character usually insured by companies similarly situated and operating likeproperties, against loss or damage from fire and such other hazards or risks as are customarilyinsured against by companies similarly situated and operating like properties; and shall similarlyinsure employers', public and professional liability risks.  Prior to the Closing Date, the Borrowershall deliver to the Agent a certificate setting forth in summary form the nature and extent of theinsurance maintained by the Borrower pursuant to this Article VII.  

	7.4	Tax Liabilities.  The Borrower shall at all times pay anddischarge all property and other taxes, assessments and governmental charges upon, and all claims(including claims for labor, materials and supplies) against the Borrower or any of its propertiesor equipment before the same shall become delinquent and before penalties accrue thereon, except forsuch items which are being contested in good faith and have been reserved for in accordance withGAAP.

	7.5	ERISA Liabilities; Employee Plans.  The Borrower shall (i) keepin full force and effect any and all Employee Plans which are presently in existence or may, fromtime to time, come into existence under ERISA, and not withdraw from any such Employee Plans, unlesssuch withdrawal can be effected or such Employee Plans can be terminated without liability to theBorrower; (ii) make contributions to all of such Employee Plans in a timely manner and in asufficient amount to comply with the standards of ERISA; including the minimum funding standards ofERISA; (iii) comply with all material requirements of ERISA which relate to such Employee Plans;(iv) notify the Agent immediately upon receipt by the Borrower of any notice concerning theimposition of any withdrawal liability or of the institution of any proceeding or other action whichmay result in the termination of any such Employee Plans or the appointment of a trustee toadminister such Employee Plans; (v) promptly advise the Agent of the occurrence of any ReportableEvent or "Prohibited Transaction" (as such term is defined in ERISA), with respect to any suchEmployee Plans; and (vi) amend any Employee Plan that is intended to be qualified within the meaningof Section 401 of the Internal Revenue Code of 1986 to the extent necessary to keep the EmployeePlan qualified, and to cause the Employee Plan to be administered and operated in a manner that doesnot cause the Employee Plan to lose its qualified status.

	7.6	Financial Statements.  The Borrower shall at all times maintaina standard and modern system of accounting, on the accrual basis of accounting and in all respectsin accordance with GAAP, and shall furnish to the Lenders or their authorized representatives suchinformation regarding the business affairs, operations and financial condition of the Borrower,including, but not limited to:

	(a)	as soon as available, and in any event, within one hundred twenty(120) days after the close of each of its fiscal years, a copy of the annual audited****financial statements of the Borrower, including balance sheet, statement of income and retainedearnings, statement of cash flows for the fiscal year then ended and such other information as theLenders may reasonably request, certified by an independent certified public accountant acceptableto the Lenders; 

	(b)	as soon as available, and in any event, within forty five (45) daysfollowing the end of each fiscal quarter, a copy of the financial statements of the Borrowerregarding such fiscal quarter, including balance sheet, statement of income and retained earnings,statement of cash flows for the fiscal quarter then ended and such other information as the Lendersmay reasonably request, in reasonable detail, prepared and certified as accurate by theBorrower;

	(c)	as soon as available, and in any event, within one hundred twenty(120) days after the close of each of its fiscal years, a copy of the annual audited financialstatements of IPALCO, including balance sheet, statement of income and retained earnings, statementof cash flows for the fiscal year then ended and such other information as the Lenders mayreasonably request, in reasonable detail, certified by an independent certified public accountantacceptable to the Lenders;

	(d)	as soon as available, and in any event, within forty-five (45) daysfollowing the end of each fiscal quarter, a copy of the financial statements of IPALCO regardingsuch fiscal quarter, including balance sheet, statement of income and retained earnings, statementof cash flows for the fiscal quarter then ended and such other information as the Lenders mayreasonably request, in reasonable detail, prepared and certified as accurate by the Borrower;

	(e)	as soon as available, and in any event, within one hundred twenty(120) days after the close of each of its fiscal years, a copy of the annual report and 10Kstatement of AES; and

	(f)	as soon as available, and in any event, within forty-five (45) daysfollowing the end of each fiscal quarter, a copy of the 10Q statement of AES.

	No change with respect to such accounting principles shall be made by theBorrower without giving prior notification to the Lenders.  The Borrower represents and warrants tothe Lenders that the financial statements delivered to the Lenders at or prior to the execution anddelivery of this Agreement and to be delivered at all times thereafter accurately reflect and willaccurately reflect the financial condition of the Borrower.  The Lenders shall have the right at alltimes during business hours to inspect the books and records of the Borrower and make extractstherefrom.  The Borrower agrees to advise the Lenders immediately of any material adverse change inthe financial condition, the operations or any other status of the Borrower.

	7.7	Supplemental Financial Statements.  The Borrower shallimmediately upon receipt thereof, provide to the Lenders copies of interim and supplemental reportsif any, submitted to the Borrower by independent accountants in connection with any interim audit orreview of the books of the Borrower.

	7.8	Covenant Compliance Report.  The Borrower shall, within forty-five (45) days after the end of each fiscal quarter, deliver to the Lenders a computation in suchdetail as the Lenders shall specify, showing compliance by the Borrower with the financial covenantsset forth in Article VIII, and certified as accurate by the Borrower.

	7.9	Other Reports.  The Borrower shall, within such period of timeas the Lenders may specify, deliver to the Lenders such other schedules and reports as the Lendersmay reasonably require.

	7.10	Notice of Proceedings.  The Borrower shall, immediately afterknowledge thereof shall have come to the attention of any officer of the Borrower, give writtennotice to the Lenders of all threatened or pending actions, suits, and proceedings before any courtor governmental department, commission, board or other administrative agency, whether filed againstor on behalf of Borrower, which may reasonably be expected to have a Material Adverse Effect.

	7.11	Notice of Default.  The Borrower shall, immediately after thecommencement thereof, give notice to the Lenders in writing of the occurrence of an Event of Defaultor of any Unmatured Event of Default hereunder.

ARTICLE VIII

FINANCIAL COVENANTS

	8.1	Interest Coverage Ratio.  At all times****the Borrowershall maintain a ratio of EBIT to Interest Charges which shall not be less than 2.50 to 1.00.

	8.2	Total Debt to Capitalization Ratio.  At all times the Borrowershall maintain a ratio of Total Debt to Capitalization which shall not exceed .60 to 1.00.

			ARTICLE IX

EVENTS OF DEFAULT

	9.1	Events of Default.  The Borrower, without notice or demand ofany kind, shall be in default under this Agreement upon the occurrence of any of the followingevents (each an "Event of Default"):

	(a)	The Borrower shall fail to pay when due principal of any Loan.

	(b)	Borrower shall fail to pay within ten (10) days of the date when dueinterest on any Loan, any fees, indemnity or expenses, or any other amount due hereunder or underany other Loan Document.

	(c)	Any representation or warranty made by Borrower in or pursuant to orin connection with any Loan Document, or deemed made by Borrower in or pursuant to any LoanDocument, or any statement made by Borrower in any financial statement, certificate, report(excluding projections) or exhibit furnished by Borrower to Agent or any Lender pursuant to or inconnection with any Loan Document, shall prove to have been false or misleading in any materialrespect as of the time when made or deemed made (including by omission of material informationnecessary to make such representation, warranty or statement not misleading).

	(d)	The Borrower shall default in the performance or observance of anycovenant, agreement or duty under this Agreement or any Loan Document and such default shallcontinue unremedied (i) in the case of any covenant, agreement or duty contained in Section 7.6 orSection 7.8 for ten (10) Business Days, or (ii) in the case of any other covenant, agreement or dutyfor thirty (30) days.

	(e)	Any Cross-Default Event shall occur with respect to any Cross-DefaultObligation; provided, that if a Cross-Default Event would have occurred with respect to aCross-Default Obligation but for the grant of a waiver or similar indulgence, a Cross-Default Eventshall nevertheless be deemed to have occurred if Borrower gave or agreed to give any fee or othermonetary compensation for such waiver or indulgence; provided, further, that Borrowershall provide to Agent written notice of any event that would be a Cross-Default Event but for thegrant of a waiver or similar indulgence. As used herein, "Cross-Default Obligation" shall mean anyIndebtedness of Borrower, IPALCO or any subsidiary of Borrower, or commitment of any Person to makea loan or loans to Borrower, IPALCO or any subsidiary of Borrower, which is in excess of theaggregate amount of $5,000,000.00. As used herein, "Cross-Default Event" with respect to a Cross-Default Obligation shall mean the occurrence of any default, event or condition which causes orwhich would permit any Person or Persons to cause or which would, with the giving of notice or thepassage of time or both, permit any Person or Persons to cause all or any part of such Cross-DefaultObligation to become due (by acceleration, mandatory prepayment or repurchase, or otherwise) beforeits otherwise stated maturity or to terminate its commitment to make loans to Borrower, or failureto pay all or any part of such Cross-Default Obligation at its stated maturity.

	(f)	One or more judgments for the payment of money shall have been enteredagainst the Borrower, which judgment or judgments exceed $5,000,000.00 in the aggregate, and suchjudgment or judgments shall have remained undischarged and unstayed for a period of forty-five (45)consecutive days.

	(g)	One or more writs or warrants of attachment, garnishment, execution,distraint or similar process exceeding in value the aggregate amount of $5,000,000.00 shall havebeen issued against the Borrower or any of its properties and shall have remained undischarged for aperiod of forty-five (45) consecutive days.

	(h)	Any Loan Document shall cease to be in full force and effect, orBorrower shall, or shall purport to, terminate, repudiate, declare voidable or void or otherwisecontest, any Loan Document or any obligation or liability of Borrower thereunder.

	(i)	The LaSalle Line of Credit shall contain terms that are materiallymore favorable to the lenders under the LaSalle Line of Credit than to the  Lenders under thisLoan.

	(j)	Any one or more Pension-Related Events referred to in subsections(a)(ii) or (b) of the definition of "Pension-Related Event" shall have occurred; any one or morePension-Related Events referred to in subsection (e)(i) of the definition of "Pension-Related Event"shall have occurred and such event shall not have been cured within fifteen (15) days after theoccurrence thereof; or any one or more other Pension-Related Events shall have occurred and theRequired Lenders shall determine in good faith (which determination shall be conclusive) that suchother Pension-Related Events, individually or in the aggregate, could reasonably be expected to havea Material Adverse Effect.  

	(k)	Any one or more of the events or conditions set forth in the followingclauses (i) or (ii) shall have occurred in respect of Borrower or any of its EnvironmentalAffiliates, and the Required Lenders shall determine in good faith that such events or conditions,individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect:(i) any past or present violation of any Environmental Law by such Person, or (ii) existence of anypending or threatened Environmental Claim against any such Person, or existence of any past orpresent acts, omissions, events or circumstances that could form the basis of any EnvironmentalClaim against any such Person.

	(l)	A Change of Control shall have occurred, unless such Change of Controlhas been approved by the IURC and evidence of such approval satisfactory to the Agent has beendelivered to the Agent.

	(m)	A proceeding shall have been instituted in respect of theBorrower:

	(i)  seeking to have an order for relief entered in respect of the Borrower,or seeking a declaration or entailing a finding that the Borrower is insolvent or a similardeclaration or finding, or seeking dissolution, winding-up, charter revocation or forfeiture,liquidation, reorganization, arrangement, adjustment, composition or other similar relief withrespect to the Borrower, its assets or its debts under any law relating to bankruptcy, insolvency,relief of debtors or protection of creditors, termination of legal entities or any other similar lawnow or hereafter in effect, or

	(ii)  seeking appointment of a receiver, trustee, liquidator, assignee,sequestrator or other custodian for the Borrower or for all or any substantial part of itsproperty

and such proceeding shall result in the entry, making or grant of any such orderfor relief, declaration, finding, relief or appointment, or such proceeding shall remainundismissed, undischarged and unstayed for a period of sixty (60) days.

	(n)	The Borrower shall become insolvent; shall fail to pay, become unableto pay, or state that it is or will be unable to pay, its debts as they become due; shallvoluntarily suspend transaction of its business; shall make a general assignment for the benefit ofcreditors; shall institute (or fail to controvert in a timely and appropriate manner) a proceedingdescribed in Section 9.1(m)(i) hereof, or (whether or not any such proceeding has been instituted)shall consent to or acquiesce in any such order for relief, declaration, finding or relief describedtherein; shall institute or take corporate action authorizing the institution of (or fail tocontrovert in a timely and appropriate manner) a proceeding described in Section 9.1(m)(ii) hereof,or (whether or not any such proceeding has been instituted) shall consent to or acquiesce in anysuch appointment or to the taking of possession by any such custodian of all or any substantial partof its property; shall dissolve, wind-up, revoke or forfeit its charter (or other constituentdocuments) or liquidate itself or any substantial part of its property.

	(o)	Any failure of the Borrower to comply with any laws, rules orregulations imposed upon Borrower by IURC or FERC that could reasonably be expected to have aMaterial Adverse Effect on Borrower.

	(p)	Any failure of the Borrower to issue at least $125,000,000.00 in oneor more issuances of long term debt on or before February 1, 2004 under prudent business practices,terms and conditions.

	(q)	On or after February 1, 2004, the Aggregate Revolving Loan Commitmentexceeds $45,000,000.00.

	(r)	On or before June 14, 2003, the aggregate commitments under the Loanand the LaSalle Line of Credit shall equal not less than $100,000,000.00.

 

ARTICLE X

REMEDIES

10.1	Remedies.

(a)	If an Event of Default under Section 9.1 hereof (other than an Event ofDefault specified in subsection (m) or (n) thereof) shall occur or shall exist, then, in addition toall other rights and remedies which Agent or any Lender may have hereunder or under any other LoanDocument, at law, in equity or otherwise, the Lenders shall be under no further obligation to makeLoans, and the Agent shall, upon the written request of the Required Lenders, by notice to theBorrower, from time to time do any or all of the following:

	(i)  Declare the Revolving Loan Commitments terminated, whereupon theRevolving Loan Commitments will terminate and any fees hereunder shall be immediately due andpayable without presentment, demand, protest or further notice of any kind, all of which are herebywaived, and an action therefor shall immediately accrue.

	(ii)	Declare the unpaid principal amount of any or all of the Loans,interest accrued thereon and all other Obligations to be immediately due and payable withoutpresentment, demand, protest or further notice of any kind, all of which are hereby waived, and anaction therefor shall immediately accrue.

	(b)	If an Event of Default specified in subsection (m) or (n) of Section9.1 hereof shall occur or exist, then, in addition to all other rights and remedies which Agent orany Lender may have hereunder or under any other Loan Document, at law, in equity or otherwise, theRevolving Loan Commitments shall automatically terminate and the Lenders shall be under no furtherobligation to make Loans, and the unpaid principal amount of the Loans, interest accrued thereon andall other Obligations shall become immediately due and payable without presentment, demand, protestor notice of any kind, all of which are hereby waived, and an action therefor shall immediatelyaccrue.

ARTICLE XI

DEFAULTING LENDERS; WAIVERS 

AND AMENDMENTS

	11.1	Defaulting Lender.  In the event that any Lender fails to fundits applicable Pro Rata Share of any Advance requested or deemed requested by the Borrower (orrequested by the Swing Line Bank in connection with the participation in Swing Line Loans), whichsuch Lender is obligated to fund under the terms of this Agreement (the funded portion of suchAdvance being hereinafter referred to as a "Non Pro Rata Loan"), until the earlier of such Lender'scure of such failure and the termination of the Revolving Loan Commitments, the proceeds of allamounts thereafter repaid to the Agent by the Borrower and otherwise required to be applied to suchLender's share of all other Obligations pursuant to the terms of this Agreement shall be advanced tothe Borrower (or Swing Line Bank) by the Agent on behalf of such Lender to cure, in full or in part,such failure by such Lender, but shall nevertheless be deemed to have been paid to such Lender insatisfaction of such other Obligations. Notwithstanding anything in this Agreement to thecontrary:

	(i)	the foregoing provisions of this Section 11.1 shall apply only withrespect to the proceeds of payments of Obligations and shall not affect the conversion orcontinuation of Loans pursuant to Section 2.4(c);

	(ii)	any such Lender shall be deemed to have cured its failure to fund itsapplicable Pro Rata Share of any Advance at such time as an amount equal to such Lender's originalapplicable Pro Rata Share of the requested principal portion of such Advance is fully funded to theBorrower (or Swing Line Bank), whether made by such Lender itself or by operation of the terms ofthis Section 11.1, and whether or not the Non Pro Rata Loan with respect thereto has been repaid,converted or continued;

	(iii)	amounts advanced to the Borrower to cure, in full or in part, anysuch Lender's failure to fund its applicable Pro Rata Share of any Advance ("Cure Loans") shall bearinterest at the rate applicable to Prime Loans in effect from time to time, and for all otherpurposes of this Agreement shall be treated as if they were Prime Loans;

	(iv)	regardless of whether or not an Event of Default has occurred or iscontinuing, and notwithstanding the instructions of the Borrower as to its desired application, allrepayments of principal which, in accordance with the other terms of this Agreement, would beapplied to the outstanding Prime Loans shall be applied first, ratably to all Prime Loansconstituting Non Pro Rata Loans, second, ratably to Prime Loans other than those constitutingNon Pro Rata Loans or Cure Loans and, third, ratably to Prime Loans constituting CureLoans;

	(v)	for so long as and until the earlier of any such Lender's cure of thefailure to fund its applicable Pro Rata Share of any Advance and the termination of the RevolvingLoan Commitments, the term "Required Lenders" for purposes of this Agreement shall mean Lenders(excluding all Lenders whose failure to fund their respective Pro Rata Shares of such Advance havenot been so cured) whose applicable Pro Rata Shares represent greater than fifty percent (50%) ofthe aggregate Pro Rata Shares of such Lenders; and

	(vi)	for so long as and until any such Lender's failure to fund its ProRata Share of any Advance is cured in accordance with Section 11.1(ii), such Lender shall not beentitled to any facility fees or utilization fees with respect to its Revolving Loan Commitment,which facility fees and utilization fees shall accrue in favor of the Lenders which have fundedtheir respective applicable Pro Rata Share of such requested Advance, shall be allocated among suchperforming Lenders ratably based upon their relative Revolving Loan Commitments, and shall becalculated based upon the average amount by which the aggregate Revolving Loan Commitments of suchperforming Lenders exceeds the sum of (A) the outstanding principal amount of the Loans owing tosuch performing Lenders, plus (B) the aggregate participation interests of such performingLenders arising with respect to Swing Line Loans.

11.2	Amendments.  Subject to the provisions of Article XI, the RequiredLenders (or the Agent with the consent in writing of the Required Lenders) and the Borrower mayenter into agreements supplemental hereto for the purpose of adding or modifying any provisions tothe Loan Documents or changing in any manner the rights of the Lenders or the Borrower hereunder orwaiving any Event of Default hereunder; provided, however, that no such supplementalagreement shall, without the consent of each Lender affected thereby:

(i)	Postpone or extend the Maturity Date or any other date fixed for thepayment of principal of, or interest on, the Loans or any fees or other amounts payable to suchLender (except with respect to (a) any modifications of the provisions relating to prepayments ofLoans and other Obligations and (b) a waiver of the application of the Default Rate).

(ii)	Reduce the principal amount of any Loans, or reduce the rate or extendthe time of payment of interest or fees thereon.

(iii)	Reduce the percentage specified in the definition of Required Lenders orany other percentage of Lenders specified to be the applicable percentage in this Agreement to acton specified matters.

(iv)	Increase the amount of the Revolving Loan Commitment of any Lenderhereunder.

(v)	Permit the Borrower to assign its rights under this Agreement.

(vi)	Amend this Section 11.2.

No amendment of any provision of this Agreement relating to (a) the Agent shallbe effective without the written consent of the Agent, and (b) Swing Line Loans shall be effectivewithout the written consent of the Swing Line Bank. The Agent may waive payment of the fee requiredunder Section 14.3(b) without obtaining the consent of any of the Lenders.

	11.3	Preservation of Rights.  No delay or omission of the Lendersor the Agent to exercise any right under the Loan Documents shall impair such right or be construedto be a waiver of any Event of Default or an acquiescence therein, and the making of a Loannotwithstanding the existence of an Event of Default or the inability of the Borrower to satisfy theconditions precedent to such Loan shall not constitute any waiver or acquiescence. Any single orpartial exercise of any such right shall not preclude other or further exercise thereof or theexercise of any other right, and no waiver, amendment or other variation of the terms, conditions orprovisions of the Loan Documents whatsoever shall be valid unless in writing signed by the Lendersrequired pursuant to Section 11.2, and then only to the extent in such writing specifically setforth. All remedies contained in the Loan Documents or by law afforded shall be cumulative and allshall be available to the Agent and the Lenders until the Obligations have been paid in full.

		ARTICLE XII

THE AGENT

12.1	Appointment; Nature of Relationship. ****The HuntingtonNational Bank is appointed by the Lenders as the Agent hereunder and under each other Loan Document,and each of the Lenders irrevocably authorizes the Agent to act as the contractual representative ofsuch Lender with the rights and duties expressly set forth herein and in the other Loan Documents.The Agent agrees to act as such contractual representative upon the express conditions contained inthis Article XII. Notwithstanding the use of the defined term "Agent," it is expressly understoodand agreed that the Agent shall not have any fiduciary responsibilities to any Lender by reason ofthis Agreement and that the Agent is merely acting as the representative of the Lenders with onlythose duties as are expressly set forth in this Agreement and the other Loan Documents. In itscapacity as the Lenders' contractual representative, the Agent (i) does not assume any fiduciaryduties to any of the Lenders, and (ii) is acting as an independent contractor, the rights and dutiesof which are limited to those expressly set forth in this Agreement and the other Loan Documents.Each of the Lenders agrees to assert no claim against the Agent on any agency theory or any othertheory of liability for breach of fiduciary duty, all of which claims each Lender waives.

12.2	Powers.  The Agent shall have and may exercise such powers underthe Loan Documents as are specifically delegated to the Agent by the terms of each thereof, togetherwith such powers as are reasonably incidental thereto. The Agent shall have no implied duties orfiduciary duties to the Lenders, or any obligation to the Lenders to take any action hereunder orunder any of the other Loan Documents except any action specifically provided by the Loan Documentsrequired to be taken by the Agent.

12.3	General Immunity.  Neither the Agent nor any of its directors,officers, agents or employees shall be liable to the Borrower, the Lenders or any Lender for anyaction taken or omitted to be taken by it or them hereunder or under any other Loan Document or inconnection herewith or therewith except to the extent such action or inaction is found in a finaljudgment by a court of competent jurisdiction to have arisen solely from the gross negligence orwillful misconduct of such Person.

	12.4	No Responsibility for Loans, Creditworthiness, Recitals, Etc.Neither the Agent nor any of its directors, officers, agents or employees shall be responsible foror have any duty to ascertain, inquire into, or verify (i) any statement, warranty or representationmade in connection with any Loan Document or any borrowing hereunder, (ii) the performance orobservance of any of the covenants or agreements of any obligor under any Loan Document; (iii) thesatisfaction of any condition specified in Article IV, except receipt of items required to bedelivered solely to the Agent, (iv) the existence or possible existence of any Event of Default orUnmatured Event of Default or (v) the validity, effectiveness or genuineness of**any LoanDocument, or any other instrument or writing furnished in connection therewith. The Agent shall notbe responsible to any Lender for any recitals, statements, representations or warranties herein orin any of the other Loan Documents, or for the execution, effectiveness, genuineness, validity,legality, enforceability, collectibility, or sufficiency of**this Agreement or any of theother Loan Documents or the transactions contemplated thereby, or for the financial condition of theBorrower.
**	**
	12.5	Action on Instructions of Lenders.  The Agent shall in allcases be fully protected in acting, or in refraining from acting, hereunder and under any other LoanDocument in accordance with written instructions signed by the Required Lenders, and suchinstructions and any action taken or failure to act pursuant thereto shall be binding on all of theLenders and on all holders of Notes. The Agent shall be fully justified in failing or refusing totake any action hereunder and under any other Loan Document unless it shall first be indemnified toits satisfaction by the Lenders pro rata against any and all liability, cost and expense that it mayincur by reason of taking or continuing to take any such action.

12.6	Employment of Agent and Counsel.  The Agent may execute any of itsduties as the Agent hereunder and under any other Loan Document by or through employees, agents, andattorneys-in-fact and shall not be answerable to the Lenders, except as to money or securitiesreceived by it or its authorized agents, for the default or misconduct of any such agents orattorneys-in-fact selected by it with reasonable care. The Agent shall be entitled to advice ofcounsel concerning the contractual arrangement between the Agent and the Lenders and all matterspertaining to the Agent's duties hereunder and under any other Loan Document.

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

12.8	The Agent's Reimbursement and Indemnification.  The Lenders agreeto reimburse and indemnify the Agent ratably in proportion to their respective Revolving LoanCommitments (i) for any amounts, which are not unreasonable or excessive, not reimbursed by theBorrower for which the Agent is entitled to reimbursement by the Borrower under the Loan Documents,(ii) for any other reasonable expenses incurred by the Agent on behalf of the Lenders, in connectionwith the preparation, execution, delivery, administration and enforcement of the Loan Documents and(iii) for any liabilities, obligations, losses, damages, penalties, actions, judgments, suits, orany reasonable costs, expenses or disbursements of any kind and nature whatsoever which may beimposed on, incurred by or asserted against the Agent in any way relating to or arising out of theLoan Documents or any other document delivered in connection therewith or the transactionscontemplated thereby, or the enforcement of any of the terms thereof or of any such other documents,provided that no Lender shall be liable for any of the foregoing to the extent any of the foregoingis found in a final non-appealable judgment by a court of competent jurisdiction to have arisensolely from the gross negligence or willful misconduct of the Agent.

12.9	Rights as a Lender.  With respect to its Revolving LoanCommitment, Loans made by it and the Notes issued to it, the Agent shall have the same rights andpowers hereunder and under any other Loan Document as any Lender and may exercise the same as thoughit were not the Agent, and the term "Lender" or "Lenders" shall, unless the context otherwiseindicates, include the Agent in its individual capacity. The Agent may accept deposits from, lendmoney to, and generally engage in any kind of trust, debt, equity or other transaction, in additionto those contemplated by this Agreement or any other Loan Document, with the Borrower in which suchPerson is not prohibited hereby from engaging with any other Person.

12.10	Lender Credit Decision.  Each Lender acknowledges that it has,independently and without reliance upon the Agent or any other Lender and based on the financialstatements prepared by the Borrower and such other documents and information as it has deemedappropriate, made its own credit analysis and decision to enter into this Agreement and the otherLoan Documents. Each Lender also acknowledges that it will, independently and without reliance uponthe Agent or any other Lender and based on such documents and information as it shall deemappropriate at the time, continue to make its own credit decisions in taking or not taking actionunder this Agreement and the other Loan Documents.

12.11	Successor Agent.  The Agent may resign at any time by givingwritten notice thereof to the Lenders and the Borrower. Upon any such resignation, the RequiredLenders shall have the right to appoint, on behalf of the Borrower and the Lenders, a successorAgent. If no successor Agent shall have been so appointed by the Required Lenders and shall haveaccepted such appointment within thirty days after the retiring Agent's giving notice ofresignation, then the retiring Agent may appoint, on behalf of the Borrower and the Lenders, asuccessor Agent. Notwithstanding anything herein to the contrary, so long as no Event of Default hasoccurred and is continuing, each such successor Agent shall be subject to approval by the Borrower,which approval shall not be unreasonably withheld. Such successor Agent shall be a commercial bankhaving capital and retained earnings of at least $500,000,000. Upon the acceptance of anyappointment as the Agent hereunder by a successor Agent, such successor Agent shall thereuponsucceed to and become vested with all the rights, powers, privileges and duties of the retiringAgent, and the retiring Agent shall be discharged from its duties and obligations hereunder andunder the other Loan Documents. After any retiring Agent's resignation hereunder as Agent, theprovisions of this Article XII shall continue in effect for its benefit in respect of any actionstaken or omitted to be taken by it while it was acting as the Agent hereunder and under the otherLoan Documents.

ARTICLE XIII

SETOFF; RATABLE PAYMENTS

	13.1	Setoff.  In addition to, and without limitation of, any rightsof the Lenders under applicable law, if any Event of Default occurs, any indebtedness from anyLender to the Borrower (including all account balances, whether provisional or final and whether ornot collected or available) may be offset and applied toward the payment of the Obligations owing tosuch Lender, whether or not the Obligations, or any part hereof, shall then be due.

	13.2	Ratable Payments.  If any Lender, whether by setoff orotherwise, has payment made to it upon its Loans (other than payments received pursuant to Sections3.1, 3.2 or 3.4) in a greater proportion than that received by any other Lender, such Lender agrees,promptly upon demand, to purchase a portion of the Loans held by the other Lenders so that aftersuch purchase each Lender will hold its ratable proportion of Loans. If any Lender, whether inconnection with setoff or amounts which might be subject to setoff or otherwise, receives collateralor other protection for its Obligation or such amounts which may be subject to setoff, such Lenderagrees, promptly upon demand, to take such action necessary such that all Lenders share in thebenefits of such collateral ratably in proportion to the obligations owing to them. In case any suchpayment is disturbed by legal process, or otherwise, appropriate further adjustments shall bemade.

13.3	Application of Payments.  Subject to the provisions of Section11.1, the Agent shall, unless otherwise specified at the direction of the Required Lenders whichdirection shall be consistent with the last sentence of this Section 13.3, apply all payments andprepayments in respect of any Obligations in the following order:

	(a)	first, to pay interest on and then principal of any portion of theLoans which the Agent may have advanced on behalf of any Lender for which the Agent has not thenbeen reimbursed by such Lender or the Borrower;

	(b)	second, to pay interest on and then principal of any advance madeunder Section 15.3 for which the Agent has not then been paid by the Borrower or reimbursed by theLenders;

	(c)	third, to pay Obligations in respect of any fees, expensereimbursements or indemnities then due to the Agent;

	(d)	fourth, to pay Obligations in respect of any fees, expenses,reimbursements or indemnities then due to the Lenders;

	(e)	fifth,****to pay interest due in respect of Swing Line Loans;

	(f)	sixth, to pay interest due in respect of Loans (other than Swing LineLoans);

	(g)	seventh, to the ratable payment or prepayment of principal outstandingon Swing Line Loans,

	(h)	eighth, to the ratable payment or prepayment of principal outstandingon Loans (other than Swing Line Loans) in such order as the Agent may determine in its solediscretion; and

	(i)	ninth, to the ratable payment of all other Obligations.

Unless otherwise designated (which designation shall only be applicable prior tothe occurrence of an Event of Default) by the Borrower, all principal payments in respect of Loans(other than Swing Line Loans) shall be applied first, to repay outstanding Prime Loans, andthen to repay outstanding LIBOR Loans with those LIBOR Loans which have earlier expiringInterest Periods being repaid or prepaid prior to those which have later expiring Interest Periods.The order of priority set forth in this Section 13.3 and the related provisions of this Agreementare set forth solely to determine the rights and priorities of the Agent, the Lenders and the SwingLine Bank as among themselves. The order of priority set forth in clauses (d) through (i) of thisSection 13.3 may at any time and from time to time be changed by the Required Lenders withoutnecessity of notice to or consent of or approval by the Borrower, or any other Person; provided,that the order of priority of payments in respect of Swing Line Loans may be changed only withthe prior written consent of the Swing Line Bank. The order of priority set forth in clauses (a)through (c) of this Section 13.3. may be changed only with the prior written consent of theAgent.

	13.4	Relations Among Lenders.

	(a)	Except with respect to the exercise of set-off rights of any Lender inaccordance with Section 13.1, the proceeds of which are applied in accordance with this Agreement,each Lender agrees that it will not take any action, nor institute any actions or proceedings,against the Borrower or any other obligor hereunder or with respect to any Loan Document, withoutthe prior written consent of the Required Lenders or, as may be provided in this Agreement or theother Loan Documents, at the direction of the Agent.

	(b)	The Lenders are not partners or co-venturers, and no Lender shall beliable for the acts or omissions of, or (except as otherwise set forth herein in case of the Agent)authorized to act for, any other Lender. The Agent shall have the exclusive right on behalf of theLenders to enforce on the payment of the principal of and interest on any Loan after the date suchprincipal or interest has become due and payable pursuant to the terms of this Agreement.

ARTICLE XIV

BENEFIT OF AGREEMENT; ASSIGNMENTS;

PARTICIPATIONS

14.1	Successors and Assigns.  The terms and provisions of the LoanDocuments shall be binding upon and inure to the benefit of the Borrower and the Lenders and theirrespective successors and assigns, except that (i) the Borrower shall not have the right to assignits rights or obligations under the Loan Documents and (ii) any assignment by any Lender must bemade in compliance with Section 14.3 hereof. Notwithstanding clause (ii) of this Section 14.1, anyLender may at any time, without the consent of the Borrower or the Agent, assign all or any portionof its rights under this Agreement and its Notes to a Federal Reserve Bank; provided,however, that no such assignment shall release the transferor Lender from its obligationshereunder. The Agent may treat the payee of any Note as the owner thereof for all purposes hereofunless and until such payee complies with Section 14.3 hereof in the case of an assignment thereofor, in the case of any other transfer, a written notice of the transfer is filed with the Agent. Anyassignee or transferee of a Note agrees by acceptance thereof to be bound by all the terms andprovisions of the Loan Documents. Any request, authority or consent of any Person, who at the timeof making such request or giving such authority or consent is the holder of any Note, shall beconclusive and binding on any subsequent holder, transferee or assignee of such Note or of any Noteor Notes issued in exchange therefor.

14.2	Participations.

(a)	Permitted Participants, Effect.  Subject to the terms set forth inthis Section 14.2, any Lender may, in the ordinary course of its business and in accordance withapplicable law, at any time sell to one or more banks or other entities ("Participants")****participating****interests in any Loan owing to such Lender, any Note held by such Lender,any Revolving Loan Commitment of such Lender or any other interest of such Lender under the LoanDocuments on a pro rata or non-pro rata basis. Notice of such participation to the Borrower and theAgent shall be required prior to any participation becoming effective with respect to a Participantwhich is not a Lender or an Affiliate thereof. In the event of any such sale by a Lender ofparticipating interests to a Participant, such Lender's obligations under the Loan Documents shallremain unchanged, such Lender shall remain solely responsible to the other parties hereto for theperformance of such obligations, such Lender shall remain the holder of any such Note for allpurposes under the Loan Documents, all amounts payable by the Borrower under this Agreement shall bedetermined as if such Lender had not sold such participating interests, and the Borrower and theAgent shall continue to deal solely and directly with such Lender in connection with such Lender'srights and obligations under the Loan Documents except that, for purposes of Article III hereof, theParticipants shall be entitled to the same rights as if they were Lenders.

(b)	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 ofthe Loan Documents other than any amendment, modification or waiver with respect to any Loan orRevolving Loan Commitment in which such Participant has an interest which forgives principal,interest or fees or reduces the interest rate or fees payable pursuant to the terms of thisAgreement with respect to any such Loan or Revolving Loan Commitment, postpones any date fixed forany regularly-scheduled payment of principal of, or interest or fees on, any such Loan or RevolvingLoan Commitment.

(c)	Benefit of Setoff. The Borrower agrees that each Participant shallbe deemed to have the right of setoff provided in Section 13.1 hereof in respect to itsparticipating interest in amounts owing under the Loan Documents to the same extent as if the amountof 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 13.1 hereofwith respect to the amount of participating interests sold to each Participant except to the extentsuch Participant exercises its right of setoff. The Lenders agree to share with each Participant,and each Participant, by exercising the right of setoff provided in Section 13.1 hereof, agrees toshare with each Lender, any amount received pursuant to the exercise of its right of setoff, suchamounts to be shared in accordance with Section 13.2 as if each Participant were a Lender.

14.3	Assignments.

	

(a)	Permitted Assignments.  Any Lender may, in the ordinary course ofits business and in accordance with applicable law, at any time assign to one or more banks or otherentities****("Purchasers") all or a portion of its rights and obligations under this Agreement(including, without limitation, its Revolving Loan Commitment and all Loans owing to it) inaccordance with the provisions of this Section 14.3. Each assignment shall be of a constant, and nota varying, ratable percentage of all of the assigning Lender's rights and obligations under thisAgreement. Such assignment shall be substantially in the form of Exhibit "C" hereto and shall not bepermitted hereunder unless such assignment is either for all of such Lender's rights and obligationsunder the Loan Documents or, without the prior written consent of the Agent, involves loans andcommitments in an aggregate amount of at least $5,000,000 (which minimum amount may be waived by theRequired Lenders after the occurrence of an Event of Default or Unmatured Event of Default). Theconsent of the Agent and, prior to the occurrence of an Event of Default or Unmatured Event ofDefault, the Borrower (which consent, in each such case, shall not be unreasonably withheld), shallbe required prior to an assignment becoming effective with respect to a Purchaser which is not aLender or an Affiliate thereof.

(b)	Effect; Effective Date.  Upon (i) delivery to the Agent of a noticeof assignment, substantially in the form attached as Appendix I to Exhibit "C" hereto (a "Notice ofAssignment"),****together with any consent required by Section 14.3 (a)hereof, and (ii),in the case of an assignment to a Purchaser which is not a Lender or an Affiliate thereof, paymentof a $5,000 fee to the Agent for processing such assignment, such assignment shall become effectiveon the effective date specified in such Notice of Assignment. The Notice of Assignment shall containa representation by the Purchaser to the effect that none of the consideration used to make thepurchase of the Revolving Loan Commitment and Loans under the applicable assignment agreement are"plan assets" as defined under ERISA and that the rights and interests of the Purchaser in and underthe Loan Documents will****not be "plan assets" under ERISA. On and after the effective date ofsuch assignment, such Purchaser, if not already a Lender, shall for all purposes be a Lender partyto this Agreement and any other Loan Documents executed by the Lenders and shall have all the rightsand obligations of a Lender under the Loan Documents, to the same extent as if it were an originalparty hereto, and no further consent or action by the Borrower, the Lenders or the Agent shall berequired to release the transferor Lender with respect to the percentage of the Aggregate RevolvingLoan Commitment and Loans participations assigned to such Purchaser. Upon the consummation of anyassignment to a Purchaser pursuant to this Section 14.3(b), the transferor Lender, the Agent and theBorrower shall make appropriate arrangements so that replacement Notes are issued to such transferorLender and new Notes or, as appropriate, replacement Notes, are issued to such Purchaser, in eachcase in principal amounts reflecting their Revolving Loan Commitment, as adjusted pursuant to suchassignment.

(c)	The Register.  The Agent shall maintain at its address referred toin Section 15.21 a copy of each assignment delivered to and accepted by it pursuant to this Section14.3 and a register (the "Register") for the recordation of the names and addresses of the Lendersand the Revolving Loan Commitment of and principal amount of the Loans owing to, each Lender fromtime to time and whether such Lender is an original Lender or the assignee of another Lenderpursuant to an assignment under this Section 14.3. The entries in the Register shall be conclusiveand binding for all purposes, absent manifest error, and the Borrower, the Agent and the Lenders maytreat each Person whose name is recorded in the Register as a Lender hereunder for all purposes ofthis Agreement. The Register shall be available for inspection by the Borrower or any Lender at anyreasonable time and from time to time upon reasonable prior notice.

14.4	Confidentiality.  Subject to Section 14.5, the Agent and theLenders shall hold all nonpublic information obtained pursuant to the requirements of this Agreementand identified as such by the Borrower in accordance with such Person's customary procedures forhandling confidential information of this nature and in accordance with safe and sound bankingpractices and in any event may make disclosure reasonably required by a prospective Transferee inconnection with the contemplated participation or assignment or as required or requested by anyGovernmental Authority or representative thereof or pursuant to legal process and shall require anysuch Transferee to agree (and require any of its Transferees to agree) to comply with this Section14.4. In no event shall the Agent or any Lender be obligated or required to return any materialsfurnished by the Borrower; provided, however, each prospective Transferee shall berequired to agree that if it does not become a participant or assignee it shall return all materialsfurnished to it by or on behalf of the Borrower in connection with this Agreement.

	14.5 Dissemination of Information.  The Borrower authorizes eachLender to disclose to any Participant or Purchaser or any other Person acquiring an interest in theLoan Documents by operation of law (each a "Transferee") and any prospective Transferee any and allinformation in such Lender's possession concerning the Borrower, provided that prior to anysuch disclosure, such prospective Transferee shall agree to preserve in accordance with Section 14.4the confidentiality of any confidential information described therein.

		ARTICLE XV

MISCELLANEOUS

	15.1	Survival of Representations.  All representations andwarranties of the Borrower contained in this Agreement shall survive delivery of the Notes and themaking of the Loans herein contemplated.

	15.2	Government Regulation.  Anything contained in this Agreementto the contrary notwithstanding, no Lender shall be obligated to extend credit to the Borrower inviolation of any limitation or prohibition provided by any applicable statute or regulation.

	15.3	Performance of Obligations.  The Borrower agrees that theAgent may, but shall have no obligation, after the occurrence and during the continuance of an Eventof Default, to make any other payment or perform any act required of the Borrower under any LoanDocument. The Agent shall use its reasonable efforts to give the Borrower notice of any action takenunder this Section 15.3 prior to the taking of such action or promptly thereafter provided thefailure to give such notice shall not affect the Borrower's obligations in respect thereof. TheBorrower agrees to pay the Agent, upon demand, the principal amount of all funds advanced by theAgent under this Section 15.3, together with interest thereon at the rate from time to timeapplicable to Revolving Loans that are Prime Loans from the date of such advance until theoutstanding principal balance thereof is paid in full. If the Borrower fails to make payment inrespect of any such advance under this Section 15.3 within one (1) Business Day after the date theBorrower receives written demand therefor from the Agent, the Agent shall promptly notify eachLender, and each Lender agrees that it shall thereupon make available to the Agent, in immediatelyavailable funds, the amount equal to such Lender's Pro Rata Share of such advance. If such funds arenot made available to the Agent by such Lender within one (1) Business Day after the Agent's demandtherefor, the Agent will be entitled to recover any such amount from such Lender together withinterest thereon at the Federal Funds Effective Rate for each day during the period commencing onthe date of such demand and ending on the date such amount is received. The failure of any Lender tomake available to the Agent its Pro Rata Share of any such unreimbursed advance under this Section15.3 shall neither relieve any other Lender of its obligation hereunder to make available to theAgent such other Lender's Pro Rata Share of such advance on the date such payment is to be made norincrease the obligation of any other Lender to make such payment to the Agent. All outstandingprincipal of, and interest on, advances made under this Section 15.3 shall constituteObligations.

	15.4	Headings.  Section headings in the Loan Documents are forconvenience of reference only, and shall not govern the interpretation of any of the provisions ofthe Loan Documents.

	15.5	Entire Agreement.  This Agreement (i) is valid, binding andenforceable against the Borrower, the Agent and the Lenders in accordance with its provisions and noconditions exist as to its legal effectiveness; (ii) constitutes the entire agreement between theparties; and (iii) is the final expression of the intentions of the Borrower, the Agent and theLenders.  No promises, either expressed or implied, exist between the Borrower, the Agent and theLenders, unless contained herein.  This Agreement supersedes all negotiations, representations,warranties, commitments, offers, contracts (of any kind or nature, whether oral or written) prior toor contemporaneous with the execution hereof.

	15.6	Several Obligations; Benefits of this Agreement.  Therespective obligations of the Lenders hereunder are several and not joint and no Lender shall be thepartner or agent of any other Lender (except to the extent to which the Agent is authorized to actas such). The failure of any Lender to perform any of its obligations hereunder shall not relieveany other Lender from any of its obligations hereunder. This Agreement shall not be construed so asto confer any right or benefit upon any Person other than the parties to this Agreement and theirrespective successors and assigns.

		15.7	Expenses; Indemnification. 

	(a)	Expenses.  The Borrower shall reimburse the Agent for anyreasonable costs, charges for external legal services and out-of-pocket expenses (includingattorneys' and paralegals' fees and time charges of attorneys and paralegals for the Agent ) paid orincurred by the Agent in connection with the preparation, negotiation, execution, delivery,syndication, review, amendment, modification, and administration of the Loan Documents. The Borroweralso agrees to reimburse the Agent and the Lenders for any costs, external charges and out-of-pocketexpenses (including attorneys' and paralegals' fees and time charges of attorneys and paralegals forthe Agent and the Lenders ) paid or incurred by the Agent or any Lender in connection with thecollection of the Obligations and enforcement of the Loan Documents. Agent shall provide theBorrower with a detailed statement of all reimbursements requested under this Section 15.7(a).

	(b)	Indemnity.  The Borrower further agrees to defend, protect,indemnify, and hold harmless the Agent, and each and all of the Lenders and each of their respectiveAffiliates, and each of such Agent's, Lender's, or Affiliate's respective officers, directors,employees, attorneys and agents (including, without limitation, those retained in connection withthe satisfaction or attempted satisfaction of any of the conditions set forth in Article IV)(collectively, the "Indemnitees") from and against any and all liabilities, obligations, losses,damages, penalties, actions, judgments, suits, claims, costs, expenses of any kind or naturewhatsoever (including, without limitation, the fees and disbursements of counsel for suchIndemnitees in connection with any investigative, administrative or judicial proceeding, whether ornot such Indemnitees shall be designated a party thereto), imposed on, incurred by, or assertedagainst such Indemnitees in any manner relating to or arising out of:

	(i)  this Agreement, the other Loan Documents, or any act, event ortransaction related or attendant thereto or to the making of the Loans, the management of suchLoans, the use or intended use of the proceeds of the Loans hereunder, or any of the othertransactions contemplated by the Loan Documents; or

	(ii)  any liabilities, obligations, responsibilities, losses, damages,personal injury, death, punitive damages, economic damages, consequential damages, treble damages,intentional, willful or wanton injury, damage or threat to the environment, natural resources orpublic health or welfare, costs and expenses (including, without limitation, attorney, expert andconsulting fees and costs of investigation, feasibility or remedial action studies), fines,penalties and monetary sanctions, interest, direct or indirect, known or unknown, absolute orcontingent, past, present or future relating to violation of any Requirements of Law arising from orin connection with the past, present or future operations of the Borrower, or any of itspredecessors in interest, or, the past, present or future environmental, health or safety conditionof any respective property of the Borrower, the presence of asbestos-containing materials at anyrespective property of the Borrower or the Release or threatened Release of any Hazardous Materialsinto the environment (collectively, the "Indemnified Matters");

provided, however, the Borrower shall have no obligation to anIndemnitee hereunder with respect to Indemnified Matters caused solely by or resulting solely fromthe willful misconduct or gross negligence of such Indemnitee, as determined by the final non-appealed judgment of a court of competent jurisdiction. If the undertaking to indemnify, pay andhold harmless set forth in the preceding sentence may be unenforceable because it is violative ofany law or public policy, the Borrower shall contribute the maximum portion which it is permitted topay and satisfy under applicable law, to the payment and satisfaction of all Indemnified Mattersincurred by the Indemnitees.

	(c)	Waiver of Certain Claims; Settlement of Claims.  The Borrowerfurther agrees not to assert claims against any of the Indemnitees on any theory of liability forconsequential, special, indirect, exemplary or punitive damages. No settlement shall be entered intoby the Borrower with respect to any claim, litigation, arbitration or other proceeding relating toor arising out of the transactions evidenced by this Agreement or the other Loan Documents (whetheror not the Agent or any Lender or any Indemnitee is a party thereto) unless such settlement releasesall Indemnitees from any and all liability with respect thereto.

	(d)	Survival of Agreements.  The obligations and agreements of theBorrower under this Section 15.7 shall survive the termination of this Agreement.

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

	15.9	Amendments; Waivers.  No amendment, modification, termination,discharge or waiver of any provision of this Agreement or of the Loan Documents, or consent to anydeparture by the Borrower therefrom, shall in any event be effective unless the same shall be inwriting and signed by the Agent, the Required Lenders, or each Lender, as the case may be, and thensuch amendment, waiver or consent shall be effective only for the specific purpose for whichgiven.

	15.10	WAIVER OF DEFENSES.  THE BORROWER WAIVES EVERY PRESENT ANDFUTURE DEFENSE, CAUSE OF ACTION, COUNTERCLAIM OR SETOFF WHICH THE BORROWER MAY NOW HAVE OR HEREAFTERMAY HAVE TO ANY ACTION BY THE AGENT OR THE LENDERS IN ENFORCING THIS AGREEMENT.  THE BORROWER WAIVESANY IMPLIED COVENANT OF GOOD FAITH AND RATIFIES AND CONFIRMS WHATEVER THE AGENT OR THE LENDERS MAYDO PURSUANT TO THE TERMS OF THIS AGREEMENT.  THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE LENDERSGRANTING ANY FINANCIAL ACCOMMODATION TO THE BORROWER.

	15.11	Severability of Provisions.  Any provision in any LoanDocument that is held to be inoperative, unenforceable, or invalid in any jurisdiction shall, as tothat jurisdiction, be inoperative, unenforceable, or invalid without affecting the remainingprovisions in that jurisdiction or the operation, enforceability, or validity of that provision inany other jurisdiction, and to this end the provisions of all Loan Documents are declared to beseverable.

	15.12	Nonliability of Lenders.  The relationship between theBorrower and the Lenders and the Agent shall be solely that of borrower and lender. Neither theAgent nor any Lender shall have any fiduciary responsibilities to the Borrower. Neither the Agentnor any Lender undertakes any responsibility to the Borrower to review or inform the Borrower of anymatter in connection with any phase of the Borrower's business or operations.

	15.13	GOVERNING LAW.  **ANY DISPUTE BETWEEN THE BORROWER AND THEAGENT OR ANY LENDER ARISING OUT OF, CONNECTED WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIPESTABLISHED BETWEEN THEM IN CONNECTION WITH, THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS, ANDWHETHER ARISING IN CONTRACT, TORT, EQUITY, OR OTHERWISE, SHALL BE RESOLVED IN ACCORDANCE WITH THEINTERNAL LAWS (WITHOUT REGARD TO THE CONFLICTS OF LAWS PROVISIONS) OF THE STATE OF INDIANA.
	15.14	CONSENT TO JURISDICTION; SERVICE OF PROCESS; JURYTRIAL.

	(a)	JURISDICTION. EXCEPT AS PROVIDED IN SUBSECTION (b),EACH OF THE PARTIES HERETO AGREES THAT ALL DISPUTES AMONG THEM ARISING OUT OF, CONNECTED WITH,RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH, THISAGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS WHETHER ARISING IN CONTRACT, TORT, EQUITY, OROTHERWISE, MAY BE RESOLVED EXCLUSIVELY BY STATE OR FEDERAL COURTS LOCATED IN INDIANAPOLIS, INDIANA,BUT THE PARTIES HERETO ACKNOWLEDGE THAT ANY APPEALS FROM THOSE COURTS MAY HAVE TO BE HEARD BY ACOURT LOCATED OUTSIDE OF INDIANAPOLIS, INDIANA. EACH OF THE PARTIES HERETO WAIVES IN ALL DISPUTESBROUGHT PURSUANT TO THIS SUBSECTION (a)ANY OBJECTION THAT IT MAY HAVE TO THE LOCATION OF THECOURT CONSIDERING THE DISPUTE.

	(b)	OTHER JURISDICTIONS.  THE BORROWER AGREES THAT THE AGENT, ORANY LENDER, SHALL HAVE THE RIGHT TO PROCEED AGAINST THE BORROWER OR ITS PROPERTY IN A COURT IN ANYLOCATION TO ENABLE SUCH PERSON TO (1) OBTAIN PERSONAL JURISDICTION OVER THE BORROWER OR (2) TOENFORCE A JUDGMENT OR OTHER COURT ORDER ENTERED IN FAVOR OF SUCH PERSON. THE BORROWER AGREES THAT ITWILL NOT ASSERT ANY PERMISSIVE COUNTERCLAIMS IN ANY PROCEEDING BROUGHT BY SUCH PERSON TO ENFORCE AJUDGMENT OR OTHER COURT ORDER IN FAVOR OF SUCH PERSON THE BORROWER WAIVES ANY OBJECTION THAT IT MAYHAVE TO THE LOCATION OF THE COURT IN WHICH SUCH PERSON HAS COMMENCED A PROCEEDING DESCRIBED IN THISSUBSECTION (b).

	(c)	VENUE.  THE BORROWER IRREVOCABLY WAIVES ANY OBJECTION(INCLUDING, WITHOUT LIMITATION, ANY OBJECTION OF THE LAYING OF VENUE OR BASED ON THE GROUNDS OFFORUM NON CONVENIENS) WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY SUCH ACTIONOR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR ANY OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTEDOR DELIVERED IN CONNECTION HEREWITH IN ANY JURISDICTION SET FORTH ABOVE.

	(d)	WAIVER OF JURY TRIAL.  **EACH OF THE PARTIES HERETOIRREVOCABLY WAIVES ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDINGIN CONTRACT, TORT, OR OTHERWISE, ARISING OUT OF, CONNECTED WITH, RELATED TO OR INCIDENTAL TO THERELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER INSTRUMENT,DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH. EACH OF THE PARTIES HERETOAGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURTTRIAL WITHOUT A JURY AND THAT ANY PARTY HERETO MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THISAGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OFTHEIR RIGHT TO TRIAL BY JURY.
	(e)	WAIVER OF BOND.  BORROWER WAIVES THE POSTING OF ANY BONDOTHERWISE REQUIRED OF ANY PARTY HERETO IN CONNECTION WITH ANY JUDICIAL PROCESS OR PROCEEDING TOENFORCE ANY JUDGMENT OR OTHER COURT ORDER ENTERED IN FAVOR OF SUCH PARTY, OR TO ENFORCE BY SPECIFICPERFORMANCE, TEMPORARY RESTRAINING ORDER, PRELIMINARY OR PERMANENT INJUNCTION, THIS AGREEMENT OR ANYOTHER LOAN DOCUMENT.

	(f)	ADVICE OF COUNSEL.  EACH OF THE PARTIES REPRESENTS TO EACHOTHER PARTY HERETO THAT IT HAS DISCUSSED THIS AGREEMENT AND, SPECIFICALLY, THE PROVISIONS OF THISSECTION 15.14, WITH ITS COUNSEL.

	15.15	Binding Effect.  This Agreement shall become effective uponexecution by the Borrower, the Agent and the Lenders.  If this Agreement is not dated or containsany blanks when executed by the Borrower, the Agent is hereby authorized, without notice to theBorrower, to date this Agreement as of the date when it was executed by the Borrower, and tocomplete any such blanks according to the terms upon which this Agreement is executed.

	15.16	Survival of Borrower Representations.  All covenants,agreements, representations and warranties made by the Borrower herein shall, notwithstanding anyinvestigation by the Agent, be deemed material and relied upon by the Agent and shall survive themaking and execution of this Agreement and the Loan Documents and the issuance of the Notes, andshall be deemed to be continuing representations and warranties until such time as the Borrower hasfulfilled all of its Obligations to the Lenders, and the Lenders have been paid in full.  TheLenders, in extending financial accommodations to the Borrower, are expressly acting and relying onthe aforesaid representations and warranties.

	15.17	Extensions of Lender's Commitment and Notes.  This Agreementshall govern the terms of any extensions or renewals of the Lenders' commitment hereunder and theNotes pursuant to the execution of any modification, extension or renewal notes executed by theBorrower and accepted by the Lenders in their sole and absolute discretion in substitution for theNotes.

	15.18	Time of Essence.  Time is of the essence in making paymentsof all amounts due the Lenders under this Agreement and in the performance and observance by theBorrower of each covenant, agreement, provision and term of this Agreement.

	15.19	Counterparts.  This Agreement may be executed in any numberof counterparts and by different parties hereto in separate counterparts, each of which when soexecuted and delivered shall be deemed to be an original and all of which taken together shallconstitute one and the same instrument.

	15.20	Facsimile Signatures.  The Agent is hereby authorized to relyupon and accept as an original any Loan Documents or other communication which is sent to the Agentby facsimile, telegraphic or other electronic transmission (each, a "Communication") which the Agentin good faith believes has been signed by Borrower and has been delivered to the Agent by a properlyauthorized representative of the Borrower, whether or not that is in fact the case. Notwithstandingthe foregoing, the Agent shall not be obligated to accept any such Communication as an original andmay in any instance require that an original document be submitted to the Agent in lieu of, or inaddition to, any such Communication.

 

	15.21	Notices.  Except as otherwise provided herein, the Borrowerwaives all notices and demands in connection with the enforcement of the Agent's and Lenders' rightshereunder.  All notices, requests, demands and other communications provided for hereunder shall bein writing, sent by certified or registered mail, postage prepaid, by facsimile, telegram ordelivered in person, and addressed at such party's address set forth below its signature hereto, or,as to each party, at such address as shall be designated by such party in a written notice to eachother party complying as to delivery with the terms of this subsection. No notice to or demand onthe Borrower in any case shall entitle the Borrower to any other or further notice or demand insimilar or other circumstances.

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

						INDIANAPOLIS POWER & LIGHT

						COMPANY, an Indiana corporation

 

						By:________________________________

						Name:______________________________

						Title:________________________________

						Address:	One Monument Circle

								Indianapolis, Indiana 46204

								Attention:  ____________________

								Telephone No.:  317_____________

								Facsimile No.:  317______________

 

 

						THE HUNTINGTON NATIONAL BANK, a

						national banking association, as Agent, as

						Lender, and as the Swing Line Bank

 

						By:_________________________________

							Randall K. Stephens, Vice President

						Address:	201 North Illinois Street, Suite 1800

								Indianapolis, Indiana 46204

								Attention:  Randall K. Stephens

								Telephone No.:  317-237-2553

								Facsimile No.:  317-237-2505

						U.S. BANK NATIONAL ASSOCIATION, a							national banking association, as Lender

						By:_________________________________

							Daniel Kraus, Assistant Vice President

 

						Address:	Mail Code: SL-MO-T12M										One U.S. Bank Plaza

								St. Louis, Missouri 63101

								Attention:  Daniel Kraus

								Telephone No.:  314-418-8523

								Facsimile No.:  314-418-3859

						FIFTH THIRD BANK, INDIANA, a national							banking association, as Lender

						By:_________________________________

							Andrew M. Cardimen, Vice President

						Address:	251 North Illinois Street, Ste. 1000

								Indianapolis, Indiana 46204

								Attention:  Andrew M. Cardimen

								Telephone No.:  317-383-2440

								Facsimile No.:  317-383-2764
**EXHIBIT A

TO

CREDIT AGREEMENT

Revolving Loan Commitments

	**
		

Lenders
Revolving Loan Commitment
 

 

 

 

______________________________________

The Huntington National Bank

U.S. Bank National Association

Fifth Third Bank, Indiana

 

 

 
Prior to Issuance by            Upon the Issuance

Borrower of a                      by Borrower of a

minimum of                        minimum of

$100,000,000.00 of             $100,000,000.00 of

the New Bonds                    the New Bonds

______________________________________

$25,000,000.00               $20,000,000.00

$20,000,000.00               $15,000,000.00

$15,000,000.00               $10,000,000.00  
 

SCHEDULE 1.1

TO

CREDIT AGREEMENT

IPALCO Debt

SCHEDULE 4.3

TO

CREDIT AGREEMENT

Governmental Approvals and Filings

SCHEDULE 5.9

TO

CREDIT AGREEMENT

 

Ownership and Control

SCHEDULE 5.10

TO

CREDIT AGREEMENT

 

Litigation

SCHEDULE 6.1

TO

CREDIT AGREEMENT

 

Existing Indebtedness

SCHEDULE 6.2

TO

CREDIT AGREEMENT

 

Existing Liens

SCHEDULE 6.9

TO

CREDIT AGREEMENT

 

Contingent Liabilities************