Exhibit 10(g)1

                                                           EXECUTION VERSION

                           MULTI-YEAR CREDIT AGREEMENT

                            dated as of June 10, 2005

                                      among

                             SOUTHERN POWER COMPANY,

                                  as Borrower,

                         THE LENDERS IDENTIFIED HEREIN,

                                 CITIBANK, N.A.,

                            as Administrative Agent,

                                       and

              THE BANK OF TOKYO-MITSUBISHI, LTD., NEW YORK BRANCH,

                                 as Issuing Bank

-------------------------------------------------------------------------------

              THE BANK OF TOKYO-MITSUBISHI, LTD., NEW YORK BRANCH,

                              as Syndication Agent,

                             BAYERISCHE LANDESBANK,
                                ING CAPITAL LLC,
                                 KBC BANK, N.V.,
                            as Documentation Agents,

                               BARCLAYS BANK PLC,
                      HSBC BANK USA, NATIONAL ASSOCIATION,
                           JPMORGAN CHASE BANK, N.A.,
                          MIZUHO CORPORATE BANK, LTD.,
                            THE BANK OF NOVA SCOTIA,
                                SCOTIABANC INC.,
                              WACHOVIA BANK, N.A.,
                           as Senior Managing Agents,

                                       and

      CITIGROUP GLOBAL MARKETS INC. and THE BANK OF TOKYO-MITSUBISHI, LTD.,
                                NEW YORK BRANCH,
                 as Joint Lead Arrangers and Joint Book Managers

The Syndication Agent, the Documentation Agents, the Managing Agents, the Joint
Lead Arrangers and the Joint Book Managers are for information purposes only and
         have no liability in such capacities in this Credit Agreement.


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                                Table of Contents

                                                                            Page

                                    Section 1
                        DEFINITIONS AND ACCOUNTING TERMS

         1.1 Definitions.....................................................1
         1.2 Computation of Time Periods and Other Definitional Provisions..15
         1.3 Accounting Terms...............................................15

                                    Section 2
                           LOANS AND LETTERS OF CREDIT

         2.1 Commitment of the Lenders......................................16
         2.2 Extension of Maturity Date.....................................18
         2.3 Method of Borrowing for Revolving Loans........................19
         2.4 Funding of Revolving Loans.....................................19
         2.5 Continuations and Conversions..................................20
         2.6 Minimum Amounts................................................21
         2.7 Reductions of Revolving Loan Commitment........................21
         2.8 Notes..........................................................21
         2.9 Increases in Revolving Loan Commitment.........................22
         2.10 Letters of Credit.............................................22

                                    Section 3
                                    PAYMENTS

         3.1 Interest.......................................................25
         3.2 Prepayments....................................................26
         3.3 Payment in Full at Maturity....................................26
         3.4 Fees...........................................................27
         3.5 Place and Manner of Payments...................................28
         3.6 Pro Rata Treatment.............................................28
         3.7 Computations of Interest and Fees..............................28
         3.8 Sharing of Payments............................................29

                                    Section 4
                      ADDITIONAL PROVISIONS REGARDING LOANS

         4.1 Eurodollar Loans...............................................30
         4.2 Capital Adequacy...............................................31
         4.3 Compensation...................................................32
         4.4 Taxes..........................................................32
         4.5 Mitigation; Mandatory Assignment...............................34

                                    Section 5
                              CONDITIONS PRECEDENT

         5.1 Closing Conditions.............................................35
         5.2 Conditions to Extensions of Credit.............................37

                                    Section 6
                         REPRESENTATIONS AND WARRANTIES

         6.1 Organization and Good Standing.................................37
         6.2 Due Authorization..............................................38
         6.3 No Conflicts...................................................38
         6.4 Consents.......................................................38
         6.5 Enforceable Obligations........................................38
         6.6 Financial Condition............................................38
         6.7 No Default.....................................................39
         6.8 Indebtedness and Off-Balance Sheet Indebtedness................39
         6.9 Litigation.....................................................39
         6.10 Material Agreements...........................................39
         6.11 Taxes.........................................................39
         6.12 ERISA.........................................................39
         6.13 Compliance with Law...........................................40
         6.14 Use of Proceeds; Margin Stock.................................40
         6.15 Government Regulation.........................................40
         6.16 Solvency......................................................40

                                    Section 7
                              AFFIRMATIVE COVENANTS

         7.1 Information Covenants..........................................40
         7.2 Preservation of Existence and Franchises.......................42
         7.3 Books and Records..............................................42
         7.4 Compliance with Law............................................42
         7.5 Payment of Taxes...............................................42
         7.6 Insurance......................................................42
         7.7 Performance of Obligations.....................................43
         7.8 ERISA..........................................................43
         7.9 Use of Proceeds................................................43
         7.10 Audits/Inspections............................................43
         7.11 Indebtedness to Capitalization................................44

                                    Section 8
                               NEGATIVE COVENANTS

         8.1 Nature of Business.............................................44
         8.2 Consolidation and Merger.......................................44
         8.3 Sale or Lease of Assets........................................45
         8.4 Transactions with Affiliates...................................45
         8.5 Fiscal Year....................................................45
         8.6 Liens..........................................................45
         8.7 Minimum Contract Maintenance Covenant..........................46

                                    Section 9
                                EVENTS OF DEFAULT

         9.1 Events of Default..............................................47
         9.2 Acceleration; Remedies.........................................49
         9.3 Allocation of Payments after Event of Default..................50

                                   Section 10
                                AGENCY PROVISIONS

         10.1 Appointment...................................................51
         10.2 Delegation of Duties..........................................51
         10.3 Exculpatory Provisions........................................52
         10.4 Reliance on Communications....................................52
         10.5 Notice of Default.............................................53
         10.6 Non-Reliance on Agents and Other Lenders......................53
         10.7 Indemnification...............................................53
         10.8 Each Agent in Its Individual Capacity.........................54
         10.9 Successor Administrative Agent................................54
         10.10 Administrative Agent May File Proof of Claims................55

                                   Section 11
                                  MISCELLANEOUS

         11.1 Notices and Other Communications; Facsimile
                  Copies....................................................55
         11.2 Right of Setoff...............................................56
         11.3 Benefit of Agreement..........................................57
         11.4 No Waiver; Remedies Cumulative................................60
         11.5 Payment of Expenses, Etc......................................60
         11.6 Amendments, Waivers and Consents..............................61
         11.7 Counterparts..................................................61
         11.8 Headings......................................................62
         11.9 Defaulting Lender.............................................62
         11.10 Survival of Indemnification and Representations
                  and Warranties............................................62
         11.11 Governing Law................................................62
         11.12 Waiver of Jury Trial; Waiver of Consequential Damages........62
         11.13 Time.........................................................63
         11.14 Severability.................................................63
         11.15 Entirety.....................................................63
         11.16 Confidentiality..............................................63
         11.17 Binding Effect...............................................64
         11.18 USA Patriot Act Notice.......................................64
         11.19 Jurisdiction, Etc............................................64


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SCHEDULES

Schedule 1.1(a)   Account Designation Letter
Schedule 1.1(b)   Commitment Percentages
Schedule 11.1     Notices

EXHIBITS

Exhibit 1.1       Terms of Subordination
Exhibit 2.1(b)    Form of Competitive Bid Request
Exhibit 2.3       Form of Notice of Borrowing
Exhibit 2.5       Form of Notice of Continuation/Conversion
Exhibit 2.8(a)    Form of Revolving Loan Note
Exhibit 2.8(b)    Form of Competitive Bid Loan Note
Exhibit 2.10      Form of Letter of Credit Request
Exhibit 7.1(c)    Form of Compliance Certificate
Exhibit 11.3(b)   Form of Assignment and Assumption




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                           MULTI-YEAR CREDIT AGREEMENT

         THIS MULTI-YEAR CREDIT AGREEMENT (this "Credit Agreement"), dated as of
June 10, 2005, is entered into among SOUTHERN POWER COMPANY, a Delaware
corporation (together with any other Person (as defined herein) as may be
substituted therefor pursuant to Section 8.2(b)(ii), the "Borrower"), the
Lenders (as defined herein), CITIBANK, N.A. ("Citibank"), as administrative
agent (together with any successor administrative agent appointed pursuant to
Section 10, the "Administrative Agent"), and The Bank of Tokyo-Mitsubishi, Ltd.,
New York Branch ("BTM"), as Issuing Bank (as defined herein).

                                    RECITALS

         WHEREAS, the Borrower has requested that the Lenders provide a
revolving credit facility, and the Lenders are willing to do so on the terms and
conditions set forth herein.

         NOW, THEREFORE, IN CONSIDERATION of the premises and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:

Section 1

                        DEFINITIONS AND ACCOUNTING TERMS

         1.1 Definitions. As used herein, the following terms shall have the
meanings herein specified unless the context otherwise requires. Defined terms
herein shall include in the singular number the plural and in the plural the
singular:

                  "Adjusted Eurodollar Rate" means, at any time, the Eurodollar
         Rate plus the Applicable Percentage for Eurodollar Loans, in each case
         as then in effect.

                  "Administrative Agent" has the meaning in the recital of
         parties to this Credit Agreement.

                  "Affiliate" means, with respect to any Person, any other
         Person directly or indirectly controlling (including but not limited to
         all directors and officers of such Person), controlled by or under
         direct or indirect common control with such Person. A Person shall be
         deemed to control a corporation if such Person possesses, directly or
         indirectly, the power (i) to vote 20% or more of the securities having
         ordinary voting power for the election of directors of such corporation
         or (ii) to direct or cause direction of the management and policies of
         such corporation, whether through the ownership of voting securities,
         by contract or otherwise.

                  "Affiliate Subordinated Indebtedness" means any borrowings by
         the Borrower from The Southern Company or an Affiliate of The Southern
         Company; provided that such borrowings are subordinated on terms
         substantially similar to the terms of subordination set forth in
         Exhibit 1.1 hereto.

                  "Agent-Related Persons" means each of the Agents (including
         any successor agents), together with its Affiliates (including any
         Affiliate of such Agent acting as a Joint Lead Arranger) and the
         officers, directors, employees, representatives, agents, counsel and
         attorneys-in-fact of such Persons and Affiliates.

                  "Agents" means, collectively, the Issuing Bank, the
         Administrative Agent, the Syndication Agent, the Documentation Agents
         and the Managing Agents.

                  "Agent's Account" means the account of the Administrative
         Agent maintained by the Administrative Agent at Citibank, N.A., with
         its office at 388 Greenwich Street, New York, New York 10013, Account
         No. 36852248, Attention: Bank Loan Syndications.

                  "Anniversary Date" has the meaning specified in Section
         2.2(a).

                  "Applicable Percentage" means, at any time, and with respect
         to all Eurodollar Loans then outstanding, Unused Fees and/or
         Utilization Fees, the applicable percentage corresponding to the Senior
         Debt Rating in effect from time to time as described below:


                                       Applicable    Applicable     Applicable
              Senior                   Percentage    Percentage     Percentage
            Debt Rating              for Eurodollar  for Unused         for
                                          Loans         Fees       Utilization
                                                                       Fees

 I.    => A+ from S&P                     .20%          .070%          .10%
                or
       => A1 from Moody's

 II.   => A but A+ from S&P             .25%          .090%          .10%
                or
       => A2 but A1 from Moody's

 III.  => A- but A from S&P             .30%          .110%          .10%
                or
       => A3 but A2 from Moody's

 IV.   =  BBB+ but<- from S&P          .45%          .125%          .10%
                or
       =  Baa1 but A3 from Moody's

 V.    =  BBB but BBB+ from S&P         .55%          .150%          .15%
                or
       =  Baa2 but Baa1 from Moody's

 VI.   =  BBB- but BBB from S&P         .70%          .200%          .15%
                or
       =  Baa3 but Baa2 from Moody's

 VII.   BBB- from S&P                    1.00%         .250%          .25%
                and
        Baa3 from Moody's
                or
       unrated by S&P and Moody's

                  Notwithstanding the above, if at any time there is a split in
          Senior Debt Ratings between S&P and Moody's, (a) in the event of a
          single level split, the higher Senior Debt Rating (i.e., the lower
          pricing) will apply and (b) in the event of a multiple level split,
          one level below the higher Senior Debt Rating will apply.

                  The Applicable Percentages for Eurodollar Loans, Unused Fees
         and Utilization Fees shall be determined and adjusted on the date
         (each, a "Calculation Date") on which there is any change in the Senior
         Debt Rating of the Borrower. Each Applicable Percentage shall be
         effective from one Calculation Date until the next Calculation Date.
         Any adjustment in the Applicable Percentage shall be applicable to all
         existing Eurodollar Loans as well as any new Eurodollar Loans made. The
         Borrower shall notify the Administrative Agent in writing immediately
         upon any change in its Senior Debt Rating.

                  "Approved Fund" means any Fund that is administered or managed
         by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an
         Affiliate of an entity that administers or manages a Lender.

                  "Arranger" means each of Citigroup Global Markets Inc. and BTM
         in its capacity as joint lead arranger.

                  "Assignment and Assumption" means an assignment and assumption
         entered into by a Lender and an Eligible Assignee (with the consent of
         any party whose consent is required by Section 11.3(b), and accepted by
         the Administrative Agent, in substantially the form of Exhibit 11.3(b)
         or any other form approved by the Administrative Agent).

                  "Bankruptcy Code" means the Bankruptcy Code in Title 11 of the
         United States Code, as amended, modified, succeeded or replaced from
         time to time.

                  "Base Rate" means, for any day, a simple rate per annum equal
         to the greater of (a) the Prime Rate for such day or (b) the sum of
         1/2% plus the Federal Funds Rate for such day.

                  "Base Rate Loan" means a Revolving Loan which bears interest
         based on the Base Rate.

                  "Borrower" has the meaning specified in the recital of parties
         to this Credit Agreement.

                  "Borrower Obligations" means, without duplication, all of the
         obligations of the Borrower to the Lenders and the Agents, whenever
         arising, under this Credit Agreement, the Notes or any of the other
         Credit Documents.

                  "BTM" has the meaning specified in the recital of parties to
         this Credit Agreement.

                  "Business Day" means any day other than a Saturday, a Sunday,
         a legal holiday or a day on which any Lender specifically or banking
         institutions generally are authorized or required by law or other
         governmental action to close in Atlanta, Georgia or New York, New York;
         provided that in the case of Eurodollar Loans, such day is also a day
         on which dealings between banks are carried on in Dollar deposits in
         the London interbank market.

                  "Calculation Date" has the meaning set forth in the definition
         of Applicable Percentage.

                  "Capitalization" means, with respect to the Borrower at any
         time, without duplication, the sum of (a) the aggregate of (i) the
         capital stock (but excluding treasury stock and capital stock
         subscribed and unissued), other equity accounts (including retained
         earnings, paid-in capital and accumulated other comprehensive income
         and loss) of the Borrower as the same appears on its balance sheet
         prepared in accordance with GAAP as of the date of determination, (ii)
         Affiliate Subordinated Indebtedness and (iii) the principal amount of
         Trust Preferred Obligations and Junior Subordinated Deferred Interest
         Debt Obligations; provided that the maturity date of such Trust
         Preferred Obligations and Junior Subordinated Deferred Interest Debt
         Obligations is subsequent to the latest Maturity Date applicable to any
         of the Commitments and Loans outstanding at such time and (b) the
         amount of all Indebtedness of the Borrower as of the same date;
         provided, that "Capitalization" shall not include any capital stock or
         other equity (including paid in capital and retained earnings, other
         than retained earnings which are permitted to be distributed by an
         Unrestricted Subsidiary to the Borrower) attributable, directly or
         indirectly, to an Unrestricted Subsidiary.

                  "Cash Collateralize" means to pledge and deposit with or
         deliver to the Administrative Agent, for the benefit of the Issuing
         Bank and the Lenders, as collateral for the Letters of Credit
         Outstanding, cash or deposit account balances pursuant to documentation
         in form and substance satisfactory to the Administrative Agent and the
         Issuing Bank (which documents are hereby consented to by the Lenders).
         Derivatives of such term have corresponding meanings.

                  "Change of Control" means the failure of The Southern Company,
         a Delaware corporation, to own more than 51% of the outstanding shares
         of the capital stock of the Borrower entitled to vote generally for the
         election of directors of the Borrower.

                  "Citibank" has the meaning specified in the recital of parties
         to this Credit Agreement.

                  "Closing Date" means the date hereof.

                  "Code" means the Internal Revenue Code of 1986, as amended
         from time to time.

                  "Commitment" means, with respect to each Lender, the
         obligation of such Lender to make Loans to the Borrower in an aggregate
         principal amount at any one time outstanding not to exceed the amount
         set forth opposite such Lender's name on Schedule 1.1(b) or in the
         Assignment and Assumption pursuant to which such Lender becomes a party
         hereto, as applicable, as such amount may be adjusted from time to time
         in accordance with this Credit Agreement, and "Commitments" means,
         collectively, the sum of all Lenders' Commitments, which shall be equal
         to $400,000,000 as such amount may be otherwise reduced in accordance
         with Section 2.7 or increased in accordance with Section 2.9.

                  "Commitment Percentage" means, for each Lender, the percentage
         identified as its Commitment Percentage opposite such Lender's name on
         Schedule 1.1(b) attached hereto, as such percentage may be modified by
         assignment in accordance with Section 11.3 or by increases in the
         Commitments pursuant to Section 2.9.

                  "Competitive Bid" means an offer by a Lender to make a
         Competitive Bid Loan pursuant to the terms of Section 2.1(b).

                  "Competitive Bid Fee" means a fee of $1,000 payable by the
         Borrower to the Administrative Agent in connection with a Competitive
         Bid Request pursuant to Section 2.1(b).

                  "Competitive Bid Loan" means a loan made by a Lender in its
         discretion pursuant to the provisions of Section 2.1(b).

                  "Competitive Bid Maturity Date" means, with respect to any
         Competitive Bid Loan, the maturity date specified for such Competitive
         Bid Loan pursuant to Section 2.1(b)(ii).

                  "Competitive Bid Loan Notes" means the promissory notes of the
         Borrower in favor of each Lender evidencing the Competitive Bid Loans
         and substantially in the form of Exhibit 2.8(b), as such promissory
         notes may be amended, modified, supplemented or replaced from time to
         time.

                  "Competitive Bid Rate" means, as to any Competitive Bid made
         by a Lender in accordance with the provisions of Section 2.1(b), the
         rate of interest offered by the Lender making the Competitive Bid.

                  "Competitive Bid Request" means a request by the Borrower for
         Competitive Bids in the form of Exhibit 2.1(b).

                  "Contracted Operating Cash Flows" means the projection done at
         the end of each fiscal quarter of the next four fiscal quarters of the
         Borrower's and its Subsidiaries' (other than Unrestricted Subsidiaries)
         total cash flow available for debt service from fixed-price capacity
         power contracts, each contract having a term from initial commencement
         to expiry of at least five years; provided, however, that up to 12.5%
         of the Contracted Operating Cash Flows may be derived from fixed-price
         capacity power contracts that have contract terms of at least two years
         but less than five years from initial commencement to expiry. The
         projection shall be consistent with financial reporting procedures of
         the Borrower. The term fixed-price capacity power contracts includes
         any power contract that states the base capacity price on a per unit
         basis (for example, in Dollars per megawatt) and which may allow for
         adjustments to that base price that are generally encompassed within
         the Borrower's or the electric generation industry's commercial
         expectations for a power contract of a similar duration (including but
         not limited to adjustments to accommodate changed capacity purchase
         levels, variations in expected or actual construction costs or
         demonstrated capability levels, changes in equipment or law and force
         majeure); provided, however, that a power contract will not be
         considered to be a fixed-price capacity power contract if a material
         portion of the capacity price varies based upon a market index for
         electric capacity or energy, fuel, weather or other factor that is
         external to the generating facility and the transaction between the
         Borrower and its customer. The method of calculating the energy price
         shall not be considered in assessing whether a power contract is a
         fixed-priced capacity power contract.

                  "Controlled Group" means (a) the controlled group of
         corporations as defined in Section 414(b) of the Code and the
         applicable regulations thereunder or (b) the group of trades or
         businesses under common control as defined in Section 414(c) of the
         Code and the applicable regulations thereunder, of which the Borrower
         is a part or may become a part.

                  "Credit Documents" means this Credit Agreement, the Notes, and
         all other related agreements and documents issued or delivered
         hereunder or thereunder or pursuant hereto or thereto.

                  "Credit Extensions" means as of any day, the sum of (a) the
         principle balance of all Loans then outstanding plus (b) the amount of
         Letters of Credit Outstanding as of such day.

                  "Debt Rating" means any credit rating of the Borrower by S&P
         or Moody's.

                  "Default" means any event, act or condition which, with notice
         or lapse of time, or both, would constitute an Event of Default.

                  "Defaulting Lender" means, at any time, any Lender that, at
         such time, (a) has failed to make a Loan required pursuant to the terms
         of this Credit Agreement, (b) has failed to pay to the Administrative
         Agent or any Lender an amount owed by such Lender pursuant to the terms
         of this Credit Agreement or (c) has been deemed insolvent or has become
         subject to a bankruptcy or insolvency proceeding or to a receiver,
         trustee or similar official.

                  "Documentation Agents" means each of Bayerische Landesbank,
         ING Capital LLC and KBC Bank, N.V. in its capacity as Documentation
         Agent.

                  "Dollars" and "$" means dollars in lawful currency of the
         United States of America.

                  "Eligible Assignee" means (a) a Lender; (b) an Affiliate of a
         Lender; (c) an Approved Fund; or (d) any other Person (other than a
         natural Person) that (i) has a combined capital and surplus of at least
         $500,000,000 and (ii) is approved by (A) the Administrative Agent and
         (B) unless a Default or Event of Default has occurred and is
         continuing, the Borrower (each such approval not to be unreasonably
         withheld or delayed); provided that notwithstanding the foregoing,
         "Eligible Assignee" shall not include the Borrower or any of the
         Borrower's Affiliates or Subsidiaries.

                  "Engagement Letter" means that certain letter agreement, dated
         as of May 3, 2005, among the Borrower and each of the Arrangers.

                  "Environmental Law" means any federal, state, local or foreign
         statute, law, ordinance, rule, regulation, code, order, judgment,
         decree or judicial or agency interpretation, policy or guidance
         relating to pollution or protection of the environment, health, safety
         or natural resources, including, without limitation, those relating to
         the use, handling, transportation, treatment, storage, disposal,
         release or discharge of hazardous materials.

                  "ERISA" means the Employee Retirement Income Security Act of
         1974, as amended from time to time, and the regulations promulgated and
         the rulings issued thereunder.

                  "ERISA Affiliate" means each person (as defined in Section
         3(9) of ERISA) which together with the Borrower or any Subsidiary of
         the Borrower would be deemed to be a member of the same "controlled
         group" within the meaning of Section 414(b), (c), (m) and (o) of the
         Code.

                  "Eurodollar Loan" means a Revolving Loan bearing interest
         based on the Adjusted Eurodollar Rate.

                  "Eurodollar Rate" means, with respect to any Eurodollar Loan,
         for the Interest Period applicable thereto, a rate per annum determined
         pursuant to the following formula:

                  "Eurodollar Rate" =          Interbank Offered Rate
                   ---------------             ----------------------
                                           1 - Eurodollar Reserve Percentage

                  "Eurodollar Reserve Percentage" means, for any day, that
         percentage (expressed as a decimal) which is in effect from time to
         time under Regulation D, as the maximum reserve requirement (including,
         without limitation, any basic, supplemental, emergency, special, or
         marginal reserves) applicable with respect to "Eurocurrency
         liabilities" as that term is defined in Regulation D (or against any
         other category of liabilities that includes deposits by reference to
         which the interest rate of Eurodollar Loans is determined), whether or
         not any Lender has any Eurodollar liabilities subject to such reserve
         requirement at that time. Eurodollar Loans shall be deemed to
         constitute Eurodollar liabilities and as such shall be deemed subject
         to reserve requirements without benefits of credits for proration,
         exceptions or offsets that may be available from time to time to a
         Lender. The Eurodollar Rate shall be adjusted automatically on and as
         of the effective date of any change in the Eurodollar Reserve
         Percentage.

                  "Event of Default" has the meaning specified in Section 9.1.

                  "Existing Credit Agreement" means that certain Amended and
         Restated Credit Agreement, dated as of April 17, 2003, among the
         Borrower, Citibank, as administrative agent, and certain lenders party
         thereto.

                  "Federal Funds Rate" means for any day the rate per annum
         (rounded upward to the nearest 1/100th of 1%) equal to the weighted
         average of the rates on overnight federal funds transactions with
         members of the Federal Reserve System arranged by federal funds brokers
         on such day, as published by the Federal Reserve Bank of New York on
         the Business Day next succeeding such day; provided that (a) if such
         day is not a Business Day, the Federal Funds Rate for such day shall be
         such rate on such transactions on the next preceding Business Day as so
         published on the next succeeding Business Day and (b) if no such rate
         is so published on such next succeeding Business Day, the Federal Funds
         Rate for such day shall be the average rate quoted to the
         Administrative Agent on such day on such transactions as determined by
         the Administrative Agent.

                  "Fund" means any Person (other than a natural Person) that is,
         or will be, engaged in making, purchasing, holding or otherwise
         investing in commercial loans and similar extensions of credit in the
         ordinary course of its business.

                  "GAAP" means generally accepted accounting principles in the
         United States applied on a consistent basis and subject to Section 1.3.

                  "Governmental Authority" means any federal, state, local or
         foreign court or governmental agency, authority, instrumentality or
         regulatory body.

                  "Guaranty Obligations" means, in respect of any Person, any
         legally enforceable obligation, contingent or otherwise, of such Person
         directly or indirectly guaranteeing any Indebtedness of another Person.

                  "Indebtedness" means, as to any Person, without duplication:
         (i) all obligations of such Person for borrowed money or evidenced by
         bonds, debentures, notes or similar instruments; (ii) all obligations
         of such Person for the deferred purchase price of property or services
         (except trade accounts payable arising in the ordinary course of
         business); (iii) all capital lease obligations of such Person; (iv) all
         Indebtedness of others secured by a Lien on any properties, assets or
         revenues of such Person (other than stock, partnership interests or
         other equity interests of such Person in entities other than the
         Borrower or any of its Subsidiaries) to the extent of the lesser of the
         value of the property subject to such Lien or the amount of such
         Indebtedness; (v) all Guaranty Obligations; and (vi) all non-contingent
         obligations of such Person under any letters of credit or bankers'
         acceptances. It is understood and agreed that Indebtedness (including
         Guaranty Obligations) shall not include (A) any Off Balance Sheet
         Indebtedness in existence as of the Closing Date and additional Off
         Balance Sheet Indebtedness in an amount not to exceed $150,000,000 in
         the aggregate at any time, other than obligations of any partnership or
         joint venture that are recourse to the Borrower or any of its
         Subsidiaries, (B) any refinancing of Off Balance Sheet Indebtedness
         described in subsection (A) above in a principal amount not in excess
         of that outstanding as of the date of refinancing, (C) any project
         Indebtedness incurred by Subsidiaries of the Borrower to the extent
         such Indebtedness is non-recourse to the Borrower or (D) any
         Indebtedness with respect to Trust Preferred Obligations and any Junior
         Subordinated Deferred Interest Debt Obligations, as long as the
         maturity date of such Trust Preferred Obligations and Junior
         Subordinated Deferred Interest Debt Obligations is subsequent to the
         latest Maturity Date of any of the Commitments and Loans as of any date
         of determination; provided that the amount of any mandatory principal
         amortization or defeasance of Trust Preferred Obligations or Junior
         Subordinated Deferred Interest Debt Obligations prior to the Maturity
         Date shall be included in this definition of Indebtedness.

                  "Interbank Offered Rate" means, with respect to any Eurodollar
         Loan for the Interest Period applicable thereto:

                           (a) the rate per annum equal to the rate determined
                  by the Administrative Agent to be the offered rate that
                  appears on the page of the Telerate screen (or any successor
                  thereto) that displays an average British Bankers Association
                  Interest Settlement Rate for deposits in Dollars (for delivery
                  on the first day of such Interest Period) with a term
                  equivalent to such Interest Period, determined as of
                  approximately 11:00 a.m. (London time) two Business Days prior
                  to the first day of such Interest Period, or

                           (b) if the rate referenced in the preceding clause
                  (a) does not appear on such page or service or such page or
                  service shall not be available, the rate per annum equal to
                  the rate determined by the Administrative Agent to be the
                  offered rate on such other page or other service that displays
                  an average British Bankers Association Interest Settlement
                  Rate for deposits in Dollars (for delivery on the first day of
                  such Interest Period) with a term equivalent to such Interest
                  Period, determined as of approximately 11:00 a.m. (London
                  time) two Business Days prior to the first day of such
                  Interest Period, or

                           (c) if the rates referenced in the preceding clauses
                  (a) and (b) are not available, the rate per annum determined
                  by the Administrative Agent as the rate of interest at which
                  deposits in Dollars for delivery on the first day of such
                  Interest Period in same day funds in the approximate amount of
                  the Eurodollar Loan being made, continued or converted by the
                  Administrative Agent and with a term equivalent to such
                  Interest Period would be offered to leading banks in the
                  London interbank eurodollar market at their request at
                  approximately 4:00 p.m. (London time) two Business Days prior
                  to the first day of such Interest Period.

                  "Interest Payment Date" means (a) as to any Base Rate Loan,
         the last day of each fiscal quarter of the Borrower and the Maturity
         Date applicable to such Base Rate Loan, (b) as to any Eurodollar Loan,
         the last day of each applicable Interest Period and the Maturity Date
         applicable to such Eurodollar Loan and (c) as to any Competitive Bid
         Loan, the last day of the Interest Period for such Competitive Bid Loan
         and the Competitive Bid Maturity Date applicable to such Competitive
         Bid Loan. In addition, where the applicable Interest Period for a
         Eurodollar Loan is greater than three months or the applicable Interest
         Period for a Competitive Bid Loan is greater than 90 days, then an
         Interest Payment Date shall also occur on the last day of each
         three-month period during such Interest Period. If an Interest Payment
         Date falls on a date which is not a Business Day, such Interest Payment
         Date shall be deemed to be the next succeeding Business Day, except
         that in the case of Eurodollar Loans where the next succeeding Business
         Day falls in the next succeeding calendar month, then on the next
         preceding Business Day.

                  "Interest Period" means (a) as to each Eurodollar Loan, a
         period of one, two, three, six, nine or 12 months' duration, as the
         Borrower may elect and as may be available, with respect to durations
         of six months or less, and as consented to by all Lenders, with respect
         to durations of nine or 12 months, commencing, in each case, on the
         date of the borrowing (including continuations and conversions of
         Eurodollar Loans) and (b) with respect to each Competitive Bid Loan,
         each of the Interest Periods specified for such Competitive Bid Loan
         pursuant to Section 2.2(b)(ii), each of which Interest Periods shall
         not in any event be less than seven days' duration; provided, however,
         (i) if any Interest Period would end on a day which is not a Business
         Day, such Interest Period shall be extended to the next succeeding
         Business Day (except that where the next succeeding Business Day falls
         in the next succeeding calendar month, then on the next preceding
         Business Day), (ii) no Interest Period shall extend beyond the
         Competitive Bid Maturity Date or Maturity Date applicable to the
         relevant Loan and (iii) with respect to Eurodollar Loans, where an
         Interest Period begins on a day for which there is no numerically
         corresponding day in the calendar month in which the Interest Period is
         to end, such Interest Period shall end on the last Business Day of such
         calendar month.

                  "Issuing Bank" means BTM in its capacity as the issuer of
         Letters of Credit hereunder, and any successor to BTM in such capacity
         (which may only be a Lender, as selected by the Borrower and agreed by
         such Lender, with the Administrative Agent's consent, provided that
         such consent may not be unreasonably withheld). The Issuing Bank may,
         in its reasonable discretion, arrange for one or more Letters of Credit
         to be issued by Affiliates of the Issuing Bank, in which case the term
         "Issuing Bank" shall include any such Affiliate with respect to Letters
         of Credit issued by such Affiliate. Each Issuing Bank shall act
         commercially reasonably.

                  "Junior Subordinated Deferred Interest Debt Obligations" means
         deferrable interest debt obligations of the Borrower or one of its
         Subsidiaries that are subordinated with respect to right of payment on
         terms and conditions substantially similar to the Series F 7.125%
         Junior Subordinated Notes due June 30, 2042 issued by Southern Company
         Capital Funding, Inc.

                  "L/C Cash Deposit Account" has the meaning specified in
         Section 2.10(i).

                  "L/C Disbursement" means a payment made by the Issuing Bank
         pursuant to a Letter of Credit.

                  "Lenders" means those banks and other financial institutions
         identified as such on the signature pages hereto and such other
         institutions that may become Lenders pursuant to Section 11.3.

                  "Letter of Credit" means a letter of credit that is (a) issued
         by the Issuing Bank for the account of the Borrower and (b) in form and
         substance reasonably satisfactory to the Issuing Bank.

                  "Letter of Credit Fees" means the fees payable in respect of
         Letters of Credit pursuant to Section 3.4(c).

                  "Letter of Credit Request" means a request by the Borrower for
         the issuance of a Letter of Credit in the form of Exhibit 2.10.

                  "Letters of Credit Outstanding" means, at any time, the sum of
         (a) with respect to Letters of Credit outstanding at such time, the
         aggregate maximum amount that then is or at any time thereafter may
         become available for drawing or payment thereunder plus (b) all amounts
         theretofore drawn or paid under Letters of Credit for which the Issuing
         Bank has not then been reimbursed.

                  "Lien" means any mortgage, pledge, hypothecation, assignment,
         deposit arrangement, security interest, encumbrance, lien (statutory or
         otherwise), preference, priority or charge of any kind (including any
         agreement to give any of the foregoing, any conditional sale or other
         title retention agreement, any financing or similar statement or notice
         filed under the Uniform Commercial Code as adopted and in effect in the
         relevant jurisdiction or other similar recording or notice statute, and
         any lease in the nature thereof).

                  "Loans" means the Revolving Loans and the Competitive Bid
         Loans.

                  "Managing Agents" means each of Barclays Bank PLC, HSBC Bank
         USA, National Association, JPMorgan Chase Bank, N.A., Mizuho Corporate
         Bank, Ltd., The Bank of Nova Scotia, Scotiabanc Inc. and Wachovia Bank,
         N.A. in its capacity as Senior Managing Agent.

                  "Material Adverse Effect" means a material adverse effect on
         (a) the operations, assets, financial condition or business of the
         Borrower, (b) the ability of the Borrower to perform its obligations
         under this Credit Agreement and the other Credit Documents or (c) the
         validity or enforceability of this Credit Agreement, any of the other
         Credit Documents, or the rights and remedies of the Lenders hereunder
         or thereunder; provided that neither a downgrade in any Debt Rating(s)
         nor the inability of the Borrower to place commercial paper shall,
         standing alone, constitute a Material Adverse Effect.

                  "Maturity Date" means the earlier of (a) June 10, 2010,
         subject to the extension thereof pursuant to Section 2.2, and (b) the
         date of termination in whole of the aggregate Commitments pursuant to
         Section 2.7 or 9.2; provided, however, that the Maturity Date of any
         Lender that is a Refusing Lender to any requested extension pursuant to
         Section 2.2 shall be the Maturity Date in effect immediately prior to
         the applicable Anniversary Date for all purposes of this Credit
         Agreement; provided further that if any Maturity Date as determined
         hereunder falls on a day that is not a Business Day, such Maturity Date
         shall be deemed to fall on the next preceding Business Day.

                  "Moody's" means Moody's Investors Service, Inc., or any
         successor or assignee of the business of such company in the business
         of rating securities.

                  "Multiemployer Plan" means at any time an employee pension
         benefit plan within the meaning of Section 4001(a)(3) of ERISA to which
         any member of the Controlled Group is then making or accruing an
         obligation to make contributions or has within the preceding five plan
         years made contributions, including for these purposes any Person which
         ceased to be a member of the Controlled Group during such five-year
         period but only with respect to the period during which such Person was
         a member of the Controlled Group.

                  "Net Tangible Assets" means, as of any date, the total assets
         shown on the balance sheet of the Borrower and its Subsidiaries,
         determined on a consolidated basis in accordance with GAAP less (a) all
         current liabilities and minority interests and (b) goodwill and other
         identifiable intangibles.

                  "Notes" means the Revolving Loan Notes and the Competitive Bid
         Loan Notes.

                  "Notice of Borrowing" means a request by the Borrower for a
         Revolving Loan (or any continuation or conversion thereof) in the form
         of Exhibit 2.3.

                  "Notice of Continuation/Conversion" means a request by the
         Borrower for the continuation or conversion of a Revolving Loan in the
         form of Exhibit 2.5.

                  "Off-Balance Sheet Indebtedness" means any obligation of a
         Person that would be considered indebtedness for tax purposes but is
         not set forth on the balance sheet of such Person, including, but not
         limited to, (a) any synthetic lease, tax retention operating lease,
         off-balance sheet loan or similar off-balance sheet financing product
         of such Person, (b) the aggregate amount of uncollected accounts
         receivables of such Person subject at such time to a sale of
         receivables (or similar transaction) and (c) obligations of any
         partnership or joint venture that is recourse to such Person.

                  "Other Taxes" has the meaning set forth in Section 4.4(b).

                  "Participation Purchaser" has the meaning assigned to such
         term in Section 11.3(d).

                  "PBGC" means the Pension Benefit Guaranty Corporation
         established under ERISA, and any successor thereto.

                  "Pension Plan" means any "pension plan" as defined in Section
         3(2) of ERISA which is maintained for the employees of the Borrower or
         any Subsidiary of the Borrower.

                  "Person" means any individual, partnership (general or
         limited), limited liability company, joint venture, firm, corporation,
         association, trust or other enterprise (whether or not incorporated),
         or any government or political subdivision or any agency, department or
         instrumentality thereof.

                  "Plan" means any single-employer plan as defined in Section
         4001 of ERISA and to which ERISA applies, which is maintained, or at
         any time during the five calendar years preceding the date of this
         Credit Agreement was maintained, for employees of the Borrower, any
         Subsidiary of the Borrower or an ERISA Affiliate.

                  "Prime Rate" means the per annum rate of interest established
         from time to time by the Administrative Agent at its principal office
         in New York, New York as its "prime rate". Such rate is a rate set by
         the Administrative Agent based upon various factors including the
         Administrative Agent's costs and desired return, general economic
         conditions and other factors, and is used as a reference point for
         pricing some loans, which may be priced at, above or below such
         announced rate. Any change in the interest rate resulting from a change
         in the Prime Rate shall become effective as of the opening of business
         on the day on which such change in the Prime Rate is announced by the
         Administrative Agent.

                  "PUHCA" means the Public Utility Holding Company Act of 1935,
         as amended.

                  "Refund" has the meaning specified in Section 4.4(c).

                  "Refusing Lenders" has the meaning specified in Section 2.2.

                  "Regulation D, U or X" means Regulation D, U or X,
         respectively, of the Board of Governors of the Federal Reserve System
         as from time to time in effect and any successor to all or a portion
         thereof.

                  "Reportable Event" means a "reportable event" as defined in
         Section 4043 of ERISA with respect to which the notice requirements to
         the PBGC have not been waived.

                  "Required Lenders" means, at any time, Lenders whose aggregate
         Credit Exposure (as hereinafter defined) constitutes more than 50% of
         the aggregate Credit Exposure of all Lenders at such time; provided,
         however, that if any Lender shall be a Defaulting Lender at such time,
         then there shall be excluded from the determination of Required Lenders
         the aggregate principal amount of Credit Exposure of such Lender at
         such time. For purposes of the preceding sentence, the term "Credit
         Exposure" as applied to each Lender means (a) at any time prior to the
         termination of the Commitments, an amount equal to the Commitment of
         such Lender and (b) at any time after the termination of the
         Commitments, the outstanding amount of Revolving Loans owed to such
         Lender.

                  "Revolving Loan Notes" means the promissory notes of the
         Borrower in favor of each Lender evidencing the Revolving Loans and
         substantially in the form of Exhibit 2.8(a), as such promissory notes
         may be amended, modified, supplemented or replaced from time to time.

                  "Revolving Loans" means the revolving Loans made by the
         Lenders to the Borrower pursuant to Section 2.1(a).

                  "S&P" means Standard & Poor's Ratings Services, a division of
         The McGraw-Hill Companies, Inc., or any successor or assignee of the
         business of such division in the business of rating securities.

                  "Senior Debt Rating" means the long-term senior unsecured,
         non-credit enhanced debt rating of the Borrower by each of S&P and
         Moody's.

                  "Significant Subsidiary" means a Subsidiary of the Borrower
         which represents more than 10% of the Borrower's assets on a
         consolidated basis.

                  "Subsidiary" means, as to any Person, (a) any corporation more
         than 50% of whose stock of any class or classes having by the terms
         thereof ordinary voting power to elect a majority of the directors of
         such corporation (irrespective of whether or not at the time any class
         or classes of such corporation shall have or might have voting power by
         reason of the happening of any contingency) is at the time owned by
         such Person directly or indirectly through Subsidiaries and (b) any
         partnership, limited liability company, association, joint venture or
         other entity in which such Person directly or indirectly through
         Subsidiaries has more than 50% equity interest at any time.

                  "Syndication Agent" has the meaning specified in the recital
         of parties to this Credit Agreement.

                  "Taxes" has the meaning set forth in Section 4.4(a).

                  "Total Operating Cash Flows" means the projection done at the
         end of each fiscal quarter of the next four fiscal quarters of the
         Borrower's and its Subsidiaries' (other than Unrestricted Subsidiaries)
         total cash flow available for debt service, as projected consistent
         with the Borrower's financial reporting procedures.

                  "Trust Preferred Obligations" means any securities issued by a
         trust or other special purpose entity in connection with the issuance
         of Junior Subordinated Deferred Interest Debt Obligations that are
         substantially similar to the 7.125% Trust Preferred Securities issued
         by Southern Company Capital Trust VI.

                  "Unrestricted Subsidiary" means any Subsidiary of the Borrower
         all the Indebtedness of which (a) is nonrecourse to the Borrower or any
         of its Subsidiaries (other than any other Unrestricted Subsidiary),
         other than with respect to stock or other ownership interest of the
         Borrower or any of its Subsidiaries in such Subsidiary, and (b) is not
         secured by any property of the Borrower or any of its Subsidiaries
         (other than the property of, or stock or other ownership interest in,
         an Unrestricted Subsidiary).

                  "Unused Fees" has the meaning set forth in Section 3.4(a).

                  "Unused Revolving Loan Commitment" means, for any period from
         the Closing Date to the final Maturity Date, the amount by which (a)
         the average aggregate amount of the Commitments for such period exceeds
         (b) the daily average sum for such period of the aggregate principal
         amount of all Revolving Loans outstanding.

                  "Utilization Fees" has the meaning set forth in Section
         3.4(b).

                  "Utilized Revolving Loan Commitment" means, for any period
         from the Closing Date to the final Maturity Date, the amount equal to
         the daily average sum for such period of the aggregate principal amount
         of all Loans outstanding.

         1.2 Computation of Time Periods and Other Definitional Provisions. For
purposes of computation of periods of time hereunder, the word "from" means
"from and including" and the words "to" and "until" each mean "to but
excluding." References in this Credit Agreement to "Articles", "Sections",
"Schedules" or "Exhibits" shall be to Articles, Sections, Schedules or Exhibits
of or to this Credit Agreement unless otherwise specifically provided.

         1.3 Accounting Terms. Except as otherwise expressly provided herein,
all accounting terms used herein shall be interpreted, and all financial
statements and certificates and reports as to financial matters required to be
delivered to the Lenders hereunder shall be prepared, in accordance with GAAP
applied on a consistent basis. All calculations made for the purposes of
determining compliance with this Credit Agreement shall (except as otherwise
expressly provided herein) be made by application of GAAP applied on a basis
consistent with the most recent annual or quarterly financial statements
delivered pursuant to Section 7.1 (or, prior to the delivery of the first
financial statements pursuant to Section 7.1, consistent with the financial
statements described in Section 5.1(e)); provided, however, if (a) the Borrower
shall object to determining such compliance on such basis at the time of
delivery of such financial statements due to any change in GAAP or the rules
promulgated with respect thereto or (b) the Administrative Agent or the Required
Lenders shall so object in writing within 30 days after delivery of such
financial statements, then such calculations shall be made on a basis consistent
with the most recent financial statements delivered by the Borrower to the
Lenders as to which no such objection shall have been made.

                                   Section 2

                           LOANS AND LETTERS OF CREDIT

         2.1 Commitment of the Lenders. (a) Extensions of Credit. Subject to the
terms and conditions set forth herein, each Lender severally agrees to extend
credit to the Borrower, on a revolving basis, in the form of revolving loans to
the Borrower (each, a "Revolving Loan" and collectively, the "Revolving Loans")
and Letters of Credit, each in Dollars, at any time and from time to time,
during the period from the Closing Date until the Maturity Date applicable to
the Commitment and Loans of such Lender; provided, however, that (i) the
aggregate amount of the Credit Extensions (after giving effect to such extension
of credit) outstanding shall not exceed the aggregate amount of the Commitments
of the Lenders then in effect; (ii) Letters of Credit shall be available from
the Issuing Bank, subject to the ratable participation of all Lenders, as set
forth in Section 2.10; (iii) the aggregate amount of Letters of Credit
Outstanding shall not at any time exceed the lesser of (A) $100,000,000 and (B)
the aggregate amount of the Commitments of the Lenders then in effect; and (iv)
with respect to each individual Lender, the Lender's pro rata share of
outstanding Credit Extensions shall not exceed such Lender's Commitment
Percentage of the aggregate amount of Commitments then in effect. Within the
limits of each Lender's Commitment, the Borrower may borrow, repay and reborrow
pursuant to the terms of this Credit Agreement.

         (b) Competitive Bid Loans Subfacility.

                  (i) Competitive Bid Loans. Subject to the terms and conditions
         set forth herein, the Borrower may, from time to time, during the
         period from the Closing Date to the relevant Maturity Date, request, in
         Dollars, and each Lender may, in its sole discretion, agree to make
         Competitive Bid Loans to the Borrower; provided, however, that (A) the
         sum of the aggregate amount of Credit Extensions outstanding shall not
         exceed the aggregate amount of the Commitments then in effect and (B)
         if a Lender does make a Competitive Bid Loan it shall not reduce such
         Lender's obligation to make its pro rata share of any Revolving Loan or
         fund participations in L/C Disbursements.

                  (ii) Competitive Bid Requests. The Borrower may solicit
         Competitive Bids by delivery of a Competitive Bid Request to the
         Administrative Agent by 10:00 a.m. on a Business Day not less than one
         nor more than five Business Days prior to the date of the requested
         Competitive Bid Loan. A Competitive Bid Request must be substantially
         in the form of Exhibit 2.1(b) and shall specify (A) the date of the
         requested Competitive Bid Loan (which shall be a Business Day), (B) the
         aggregate amount of the requested Competitive Bid Loan, (C) the
         applicable Interest Period or Interest Periods requested, (D) the
         maturity date for repayment of the requested Competitive Bid Loan
         (which Maturity Date may not be earlier than the date occurring seven
         days after the date on which such requested Competitive Bid Loan is to
         be made and no later than the Maturity Date) and (E) other terms (if
         any) and must be accompanied by the Competitive Bid Fee. The
         Administrative Agent shall notify the Lenders of its receipt of a
         Competitive Bid Request and the contents thereof and invite the Lenders
         to submit Competitive Bids in response thereto. The Borrower may not
         request a Competitive Bid for more than three different Interest
         Periods per Competitive Bid Request and Competitive Bid Requests may be
         made no more frequently than four times every calendar month.

                  (iii) Competitive Bid Procedure. Each Lender may, in its sole
         discretion, make one or more Competitive Bids to the Borrower in
         response to a Competitive Bid Request. Each Competitive Bid must be
         received by the Administrative Agent not later than 10:00 a.m. on the
         proposed date of the requested Competitive Bid Loan; provided, however,
         that should the Administrative Agent, in its capacity
         as a Lender, desire to submit a Competitive Bid it shall notify the
         Borrower of its Competitive Bid and the terms thereof not later than 15
         minutes prior to the time the other Lenders are required to submit
         their Competitive Bid. A Lender may offer to make all or part of the
         requested Competitive Bid Loan and may submit multiple Competitive Bids
         in response to a Competitive Bid Request. Any Competitive Bid must
         specify (A) the particular Competitive Bid Request as to which the
         Competitive Bid is submitted, (B) the minimum (which shall be not less
         than $5,000,000 and integral multiples of $1,000,000 in excess thereof)
         and maximum principal amounts of the requested Competitive Bid Loan or
         Loans that the Lender is willing to make and (C) the applicable
         interest rate or rates and Interest Period or Interest Periods
         therefor. A Competitive Bid submitted by a Lender in accordance with
         the provisions hereof shall be irrevocable. The Administrative Agent
         shall promptly notify the Borrower of all Competitive Bids made and the
         terms thereof. The Administrative Agent shall send a copy of each of
         the Competitive Bids to the Borrower and each of the Lenders for its
         records as soon as practicable.

                  (iv) Acceptance of Competitive Bids. The Borrower may, in its
         sole discretion, subject only to the provisions of this subsection
         (iv), accept or refuse any Competitive Bid offered to it. To accept a
         Competitive Bid, the Borrower shall give oral notification of its
         acceptance of any or all such Competitive Bids (which shall be promptly
         confirmed in writing) to the Administrative Agent by 11:00 a.m. on the
         proposed date of the Competitive Bid Loan; provided, however, (A) the
         failure by the Borrower to give timely notice of its acceptance of a
         Competitive Bid shall be deemed to be a refusal thereof, (B) to the
         extent Competitive Bids are for comparable Interest Periods, the
         Borrower may accept Competitive Bids only in ascending order of rates,
         (C) the aggregate amount of Competitive Bids accepted by the Borrower
         shall not exceed the principal amount specified in the Competitive Bid
         Request, (D) if the Borrower shall accept a bid or bids made at a
         particular Competitive Bid Rate, but the amount of such bid or bids
         shall cause the total amount of bids to be accepted by the Borrower to
         be in excess of the amount specified in the Competitive Bid Request,
         then the Borrower shall accept a portion of such bid or bids in an
         amount equal to the amount specified in the Competitive Bid Request
         less the amount of all other Competitive Bids accepted with respect to
         such Competitive Bid Request, which acceptance in the case of multiple
         bids at such Competitive Bid Rate, shall be made pro rata in accordance
         with the amount of each such bid at such Competitive Bid Rate and (E)
         no bid shall be accepted for a Competitive Bid Loan unless such
         Competitive Bid Loan is in a minimum principal amount of $5,000,000 and
         integral multiples of $1,000,000 in excess thereof, except that where a
         portion of a Competitive Bid is accepted in accordance with the
         provisions of clause (D) of this subsection (iv), then in a minimum
         principal amount of $500,000 and integral multiples of $100,000 in
         excess thereof (but not in any event less than the minimum amount
         specified in the Competitive Bid), and in calculating the pro rata
         allocation of acceptances of portions of multiple bids at a particular
         Competitive Bid Rate pursuant to clause (D) of this subsection (iv),
         the amounts shall be rounded to integral multiples of $100,000 in a
         manner which shall be in the discretion of the Borrower. A notice of
         acceptance of a Competitive Bid given by the Borrower in accordance
         with the provisions hereof shall be irrevocable. The Administrative
         Agent shall, not later than noon on the proposed date of such
         Competitive Bid Loan, notify each bidding Lender whether or not its
         Competitive Bid has been accepted (and, if so, in what amount and at
         what Competitive Bid Rate), and each successful bidder will thereupon
         become bound, subject to the other applicable conditions hereof, to
         make the Competitive Bid Loan in respect of which its bid has been
         accepted.

                  (v) Funding of Competitive Bid Loans. Each Lender which is to
         make a Competitive Bid Loan shall make its Competitive Bid Loan
         available to the Administrative Agent by 2:00 p.m. on the date
         specified in the Competitive Bid Request by deposit of immediately
         available funds to the Administrative Agent at the Agent's Account. The
         Administrative Agent will, upon receipt, make the proceeds of such
         Competitive Bid Loans available to the Borrower.

                  (vi) Maturity of Competitive Bid Loans. Each Competitive Bid
         Loan shall mature and be due and payable in full on the Competitive Bid
         Maturity Date applicable thereto. Unless the Borrower shall give notice
         to the Administrative Agent otherwise (or repays such Competitive Bid
         Loan), or a Default or Event of Default exists and is continuing, the
         Borrower shall be deemed to have requested Revolving Loans from all of
         the Lenders (in the amount of the maturing Competitive Bid Loan and
         accruing interest at the Base Rate), the proceeds of which will be used
         to repay such Competitive Bid Loan.

         2.2 Extension of Maturity Date. (a) Not more than 60 days and not less
than 30 days prior to each anniversary of the Closing Date (the "Anniversary
Date"), the Borrower may request in writing that the Lenders extend each
Maturity Date for an additional year (and the Administrative Agent shall
promptly give the Lenders notice of any such request); provided, however, that
in no event shall any Maturity Date be extended to a date later than the eighth
anniversary of the Closing Date. Each Lender shall provide the Administrative
Agent, not less than 15 days prior to the then current Anniversary Date, with
written notice regarding whether it agrees to extend the Maturity Date of its
Commitment. Each decision by a Lender shall be in its sole discretion and
failure by a Lender to give timely written notice hereunder shall be deemed a
decision by such Lender not to extend the Maturity Date of its Commitment and
Loans. If each of the Lenders timely agrees in writing to extend the Maturity
Date, then the Maturity Date shall be extended for an additional year pursuant
to a duly written amendment of this Credit Agreement executed by the
Administrative Agent, on behalf of the Lenders, and the Borrower.

         (b) If Lenders holding more than 50% of the Commitments but less than
all of the Commitments timely agree in writing to extend the Maturity Date of
their respective Commitments, then the Borrower may either:

                  (i) notify the Administrative Agent in writing that it wishes
         to (and all Lenders that are not Refusing Lenders (as defined below)
         shall agree to) extend the Maturity Date applicable to the Commitments
         and Loans of those Lenders that are not Refusing Lenders; provided that
         the Maturity Date shall not be extended as to any Refusing Lender; or

                  (ii) acknowledge in writing that the Maturity Date will not be
         extended.

         (c) In the event that the Borrower elects to extend the Maturity Date
pursuant to Section 2.2(b)(i), then the Borrower may, on or before the then
current Anniversary Date, request, at its own discretion and its own expense,
that any of the Lenders that fail to agree to extend the Maturity Dates of their
respective Commitments (each, a "Refusing Lender") (and each Refusing Lender
shall be required to transfer and assign upon such request) transfer and assign
in whole (but not in part), without recourse (in accordance with and subject to
the terms of Section 11.3(b)), all of its interests, rights and obligations
under this Credit Agreement to an Eligible Assignee or Eligible Assignees (which
may be one or more existing Lenders if any existing Lender accepts such
assignment); provided that (A) such assignment or assignments shall not conflict
with any law, rule, regulation or order of any court or other Governmental
Authority, (B) the Borrower or such Eligible Assignee or Eligible Assignees
shall pay to the Refusing Lenders in immediately available funds the principal
of and interest accrued to the date of such payment on the portion of the Loans
hereunder held by such Refusing Lenders and all other amounts owed to such
Refusing Lenders hereunder, as well as any transfer fee owing to the
Administrative Agent under Section 11.3(b) and (C) such transfer and assignment
must occur on or prior to the then current Anniversary Date.

         (d) If the Maturity Date is extended in accordance with clause (a) or
(b)(i) of this Section 2.2, then the Borrower shall pay to the Administrative
Agent, for the pro rata benefit of the Lenders (other than the Refusing
Lenders), a Maturity Date extension fee.

         2.3 Method of Borrowing for Revolving Loans. By no later than 11:00
a.m. (a) on the date of the requested borrowing of Revolving Loans that will be
Base Rate Loans or (b) three Business Days prior to the date of the requested
borrowing of Revolving Loans that will be Eurodollar Loans, the Borrower shall
submit a written Notice of Borrowing in the form of Exhibit 2.3 to the
Administrative Agent setting forth (i) the amount requested, (ii) whether such
Revolving Loans shall accrue interest at the Base Rate or the Adjusted
Eurodollar Rate, (iii) with respect to Revolving Loans that will be Eurodollar
Loans, the Interest Period applicable thereto and (iv) certification that the
Borrower has complied in all respects with Section 5.2.

         2.4 Funding of Revolving Loans. Upon receipt of a Notice of Borrowing,
the Administrative Agent shall promptly inform the Lenders as to the terms
thereof. Each such Lender shall make its Commitment Percentage of the requested
Revolving Loans available to the Administrative Agent by 1:00 p.m. on the date
specified in the Notice of Borrowing by deposit in Dollars of immediately
available funds to the Administrative Agent at the Agent's Account. The amount
of the requested Revolving Loans will then be made available to the Borrower by
the Administrative Agent by crediting the account of the Borrower on the books
of such office of the Administrative Agent, to the extent the amount of such
Revolving Loans are made available to the Administrative Agent.

         No Lender shall be responsible for the failure or delay by any other
Lender in its obligation to make Revolving Loans hereunder; provided, however,
that the failure of any Lender to fulfill its obligations hereunder shall not
relieve any other Lender of its obligations hereunder. Unless the Administrative
Agent shall have been notified by any Lender prior to the date of any such
Revolving Loan that such Lender does not intend to make available to the
Administrative Agent its portion of the Revolving Loans to be made on such date,
the Administrative Agent may assume that such Lender has made such amount
available to the Administrative Agent on the date of such Revolving Loans, and
the Administrative Agent in reliance upon such assumption, may (in its sole
discretion but without any obligation to do so) make available to the Borrower a
corresponding amount. If such corresponding amount is not in fact made available
to the Administrative Agent, the Administrative Agent shall be able to recover
such corresponding amount from such Lender. If such Lender does not pay such
corresponding amount forthwith upon the Administrative Agent's demand therefor,
the Administrative Agent will promptly notify the Borrower, and the Borrower
shall immediately pay such corresponding amount to the Administrative Agent. The
Administrative Agent shall also be entitled to recover from the Lender or the
Borrower, as the case may be, interest on such corresponding amount in respect
of each day from the date such corresponding amount was made available by the
Administrative Agent to the Borrower to the date such corresponding amount is
recovered by the Administrative Agent at a per annum rate equal to (i) from the
Borrower at the applicable rate for such Revolving Loan pursuant to the Notice
of Borrowing and (ii) from a Lender at the Federal Funds Rate.

         2.5 Continuations and Conversions. The Borrower shall have the option,
on any Business Day, to continue existing Eurodollar Loans for a subsequent
Interest Period, to convert Base Rate Loans into Eurodollar Loans or to convert
Eurodollar Loans in Dollars into Base Rate Loans; provided, however, that (a)
each such continuation or conversion must be requested by the Borrower pursuant
to a written Notice of Continuation/Conversion, in the form of Exhibit 2.5, in
compliance with the terms set forth below, (b) except as provided in Section
4.1, Eurodollar Loans may only be continued or converted into Base Rate Loans on
the last day of the Interest Period applicable hereto, (c) upon the occurrence
of an Event of Default, any Eurodollar Loan then outstanding shall automatically
be converted into a Base Rate Loan at the end of the Interest Period then in
effect for such Eurodollar Loan, (d) Base Rate Loans may not be converted into
Eurodollar Loans during the existence and continuation of a Default or Event of
Default and (e) any request to extend a Eurodollar Loan that fails to comply
with the terms hereof or any failure to request an extension of a Eurodollar
Loan at the end of an Interest Period shall constitute a conversion, in each
case, to a Base Rate Loan on the last day of the applicable Interest Period.
Each continuation or conversion must be requested by the Borrower no later than
11:00 a.m. (i) on the date for a requested conversion of a Eurodollar Loan to a
Base Rate Loan or (ii) three Business Days prior to the date for a requested
continuation of a Eurodollar Loan or conversion of a Base Rate Loan to a
Eurodollar Loan, in each case pursuant to a written Notice of
Continuation/Conversion submitted to the Administrative Agent which shall set
forth (A) whether the Borrower wishes to continue or convert such Loans and (B)
if the request is to continue a Eurodollar Loan or convert a Base Rate Loan to a
Eurodollar Loan, the Interest Period applicable thereto.

         2.6 Minimum Amounts. Each request for a Revolving Loan or a conversion
or continuation hereunder shall be subject to the following requirements: (a)
each Revolving Loan shall be in a minimum of $5,000,000, and (b) no more than
ten Eurodollar Loans shall be outstanding hereunder at any one time. For the
purposes of this Section 2.6, all Eurodollar Loans with the same Interest
Periods shall be considered as one Eurodollar Loan, but Eurodollar Loans with
different Interest Periods, even if they begin on the same date, shall be
considered separate Eurodollar Loans. Any Revolving Loan requested shall be in
an integral multiple of $1,000,000, unless the request is for all of the
remaining amount of the Commitments available to be borrowed.

         2.7 Reductions of Revolving Loan Commitment. Upon at least three
Business Days' prior written notice to the Administrative Agent (which notice
shall be promptly transmitted by the Administrative Agent to each Lender), the
Borrower shall have the right to permanently terminate or reduce the aggregate
unused amount of the Commitments, at any time or from time to time; provided
that (a) each partial reduction shall be in an aggregate amount at least equal
to $10,000,000 and in integral multiples of $1,000,000 above such amount, and
(b) no reduction shall be made which would reduce the aggregate amount of the
Commitments to an amount less than the then outstanding Credit Extensions. Any
reduction in (or termination of) the Commitments shall be permanent and may not
be reinstated except as permitted by Section 2.9.

         2.8 Notes. (a) Revolving Loan Notes. The Revolving Loans made by the
Lenders shall be evidenced by a promissory note of the Borrower payable to each
Lender in substantially the form of Exhibit 2.8(a) (the "Revolving Loan Notes")
and shall be delivered by the Borrower on the Closing Date and when a new Lender
becomes a party hereto in accordance with Section 11.3(b).

         (b) Competitive Bid Loan Notes. The Competitive Bid Loans, if and when
made by a Lender, shall be evidenced by a promissory note of the Borrower
payable to such Lender in substantially the form of Exhibit 2.8(b) (the
"Competitive Bid Loan Notes") and shall be delivered by the Borrower to such
Lender on or before the date a Competitive Bid Loan is made.

         The date, amount, type, interest rate and duration of Interest Period
(if applicable) of each Loan made by each Lender to the Borrower, and each
payment made on account of the principal thereof, shall be recorded by such
Lender on its books; provided that the failure of such Lender to make any such
recordation or endorsement shall not affect the obligations of the Borrower to
make a payment when due of any amount owing hereunder or under any Note in
respect of the Loans to be evidenced by such Note, and each such recordation or
endorsement shall be conclusive and binding absent manifest error.

         2.9 Increases in Revolving Loan Commitment. Prior to the latest
applicable Maturity Date and upon at least 45 days' prior written notice to the
Administrative Agent (which notice shall be promptly transmitted by the
Administrative Agent to each Lender), the Borrower shall have the right, once
during the term of this Credit Agreement and subject to the terms and conditions
set forth below, to increase the aggregate amount of the Commitments; provided
that (a) no Default or Event of Default shall exist at the time of the request
or the proposed increase in the Commitments, (b) such increase must be in a
minimum amount of $10,000,000 and in integral multiples of $1,000,000 above such
amount, (c) the Commitments shall not be increased by an amount greater than
$100,000,000 without the prior written consent of the Required Lenders, (d) no
individual Lender's Commitment may be increased without such Lender's written
consent, (e) the Borrower shall execute and deliver such Revolving Loan Note(s)
as are necessary to reflect the increase in the Commitments, (f) Schedule 1.1(b)
shall be amended to reflect the revised Commitments and revised Commitment
Percentages of the Lenders and (g) if any Revolving Loans are outstanding at the
time of an increase in the Commitments, the Borrower will prepay (provided that
any such prepayment shall be subject to Section 4.3) one or more existing
Revolving Loans in an amount necessary such that after giving effect to the
increase in the Commitments each Lender will hold its pro rata share (based on
its share of the revised Commitments) of outstanding Revolving Loans.

         Any such increase in the aggregate amount of the Commitments shall
apply to (x) the Commitment of one or more existing Lenders requested by the
Borrower to participate in such increase that accepts such request in the
Lender's sole discretion; provided that if more than one Lender wishes to
participate, then such increase shall be allocated pro rata among such Lenders
and any Eligible Assignee referred to in (y) below (based on the amount that
each such Lender was willing to increase its Commitment) and/or (y) the creation
of a new Commitment by one or more institutions that is not an existing Lender;
provided that any such institution (A) must be an Eligible Assignee, (B) must be
acceptable to the Administrative Agent, (C) must have a Commitment of at least
$10,000,000 and (D) must become a Lender under this Credit Agreement by
execution and delivery of an appropriate joinder agreement or of counterparts to
this Credit Agreement in a manner acceptable to the Borrower and the
Administrative Agent.

         2.10 Letters of Credit. (a) Upon the terms and subject to the
conditions herein set forth, the Borrower may request, in the form of a Letter
of Credit Request, the Issuing Bank, at any time and from time to time after the
date hereof, to issue, and the Issuing Bank shall issue, for the account of the
Borrower one or more Letters of Credit; provided that no Letter of Credit shall
be issued if after giving effect to such issuance (i) the aggregate Letters of
Credit Outstanding shall exceed the lesser of (A) $100,000,000 and (B) the
aggregate amount of the Commitments of the Lenders then in effect or (ii) the
aggregate Credit Extensions (after giving effect to the issuance of such Letter
of Credit) would exceed the aggregate amount of Commitments then in effect; and
provided further that no Letter of Credit shall be issued if the Issuing Bank
shall have received notice from the Administrative Agent or the Required Lenders
that the conditions to such issuance have not been met.

         (b) Each Letter of Credit shall expire at or prior to the close of
business on the earlier of (i) the date one year after the date of the issuance
of such Letter of Credit (or, in the case of any renewal or extension thereof,
one year after such renewal or extension) and (ii) the date that is five
Business Days prior to the latest applicable Maturity Date.

         (c) The Issuing Bank shall, promptly following its receipt thereof,
examine all documents purporting to represent a demand for payment under a
Letter of Credit. The Issuing Bank shall promptly notify the Administrative
Agent and the Borrower by telephone (confirmed by telecopy) of such demand for
payment and whether the Issuing Bank will make payment thereunder (which payment
shall not be made until at least two Business Days after such notice from the
Issuing Bank to the Borrower); provided that any failure to give or delay in
giving such notice shall not relieve the Borrower of its obligation to reimburse
the Issuing Bank and the Lenders with respect to any such payment.

         (d) Any L/C Disbursement shall be reimbursed by the Borrower in Dollars
on the next Business Day of any such payment thereof by the Issuing Bank by
paying to the Administrative Agent an amount equal to such drawing not later
than 3:00 p.m., New York time, on such date; provided that the Borrower may,
subject to the conditions to borrowing set forth herein, request in accordance
with Section 2.3 that such payment be financed with a Revolving Loan in an
equivalent amount and, to the extent so financed, the Borrower's obligation to
make such payment shall be discharged and replaced by the resulting Revolving
Loan; provided that if the Borrower fails to reimburse such Issuing Bank when
due pursuant to this paragraph (d), then (i) Section 2.10(f) shall apply and
(ii) interest shall accrue on the unpaid amount of the L/C Disbursement, from
the date of such disbursement to but excluding the date the Borrower reimburses
the Issuing Bank, at the rate per annum then applicable to Base Rate Loans, and
such interest accrued shall be for the account of the Issuing Bank; provided
further that interest accrued on and after the date of payment by any Lender
pursuant to paragraph (g) of this Section to reimburse the Issuing Bank shall be
for the account of such Lender to the extent of such payment.

         (e) Immediately upon the issuance of any Letter of Credit by the
Issuing Bank (or the amendment of a Letter of Credit increasing the amount
thereof), and without any further action on the part of the Issuing Bank, the
Issuing Bank shall be deemed to have sold to each Lender, and each such Lender
shall be deemed unconditionally and irrevocably to have purchased from the
Issuing Bank, without recourse or warranty, an undivided interest and
participation, to the extent of such Lender's Commitment Percentage, in such
Letter of Credit, each drawing thereunder and the obligations of the Borrower
under this Credit Agreement and the other Credit Documents with respect thereto.
Upon any change in the Commitments pursuant to Sections 2.2, 2.7, 2.9 or 11.3 or
any termination of the Commitment of any Refusing Lender on any Maturity Date
occurring prior to the latest Maturity Date applicable to the Loans pursuant to
Section 2.2, it is hereby agreed that with respect to all Letters of Credit
Outstanding, there shall be an automatic adjustment to the participations hereby
created to reflect the new Commitment of the assigning and assignee Lenders or
the termination of the Commitment of any Refusing Lender on the Maturity Date
applicable to such Refusing Lender. Any action taken or omitted by the Issuing
Bank under or in connection with a Letter of Credit, if taken or omitted in the
absence of gross negligence or willful misconduct, shall not create for the
Issuing Bank any resulting liability to any Lender.

         (f) In the event that the Issuing Bank makes any L/C Disbursement and
the Borrower shall not have reimbursed such amount in full to the Issuing Bank
pursuant to Section 2.10(d), the Issuing Bank shall promptly notify the
Administrative Agent, which shall promptly notify each Lender of such failure,
and each Lender shall promptly and unconditionally pay to the Administrative
Agent for the account of the Issuing Bank the amount of such Lender's Commitment
Percentage of such unreimbursed payment in Dollars and in same day funds. If the
Issuing Bank so notifies the Administrative Agent, and the Administrative Agent
so notifies the Lenders prior to 11:00 a.m., New York time, on any Business Day,
each such Lender shall make available to the Issuing Bank such Lender's
Commitment Percentage of the amount of such payment on such Business Day in same
day funds. If and to the extent such Lender shall not have so made its
Commitment Percentage of the amount of such payment available to the Issuing
Bank, such Lender agrees to pay to the Issuing Bank, forthwith on demand such
amount, together with interest thereon, for each day from such date until the
date such amount is paid to the Administrative Agent for the account of the
Issuing Bank at the Federal Funds Rate. Each Lender agrees to fund its
Commitment Percentage of such unreimbursed payment notwithstanding a failure to
satisfy any applicable lending conditions or the provisions of Section 2.1 or
Section 2.6, or the occurrence of the applicable Maturity Date. The failure of
any Lender to make available to the Issuing Bank its Commitment Percentage of
any payment under any Letter of Credit shall neither relieve any Lender of its
obligation hereunder to make available to the Issuing Bank its Commitment
Percentage of any payment under any Letter of Credit on the date required, as
specified above, nor increase the obligation of such other Lender. Whenever any
Lender has made payments to the Issuing Bank in respect of any reimbursement
obligation for any Letter of Credit, such Lender shall be entitled to share
ratably, based on its Commitment Percentage, in all payments and collections
thereafter received on account of such reimbursement obligation.

         (g) Whenever the Borrower desires that the Issuing Bank issue a Letter
of Credit (or the amendment, renewal or extension of an outstanding Letter of
Credit), the Borrower shall give to the Issuing Bank and the Administrative
Agent at least two Business Days' prior written (including telegraphic, telex,
facsimile or cable communication) notice (or such shorter period as may be
agreed upon in writing by the Issuing Bank and the Borrower) specifying the date
on which the proposed Letter of Credit is to be issued, amended, renewed or
extended (which shall be a Business Day), the stated amount of the Letter of
Credit so requested, the expiration date of such Letter of Credit, the name and
address of the beneficiary thereof, and the provisions thereof.

         (h) The obligations of the Borrower to reimburse the Issuing Bank for
any L/C Disbursement shall be unconditional and irrevocable and shall be paid
strictly in accordance with the terms of this Credit Agreement under all
circumstances, including, without limitation: (i) any lack of validity or
enforceability of any Letter of Credit; (ii) the existence of any claim, setoff,
defense or other right which the Borrower may have at any time against a
beneficiary of any Letter of Credit or against any of the Lenders, whether in
connection with this Credit Agreement, the transactions contemplated herein or
any unrelated transaction; (iii) any draft, demand, certificate or other
document presented under any Letter of Credit proving to be forged, fraudulent,
invalid or insufficient in any respect or any statement therein being untrue or
inaccurate in any respect; (iv) any other circumstance or happening whatsoever,
whether or not similar to any of the foregoing, that might, but for the
provisions of this Section, constitute a legal or equitable discharge of, or
provide a right of setoff against, the Borrower's obligations hereunder; or (v)
the fact that any Event of Default shall have occurred and be continuing.

         (i) If any Letters of Credit shall remain outstanding and partially or
wholly undrawn on any Maturity Date applicable to the Commitments and Loans of
any Refusing Lender, the Borrower shall immediately Cash Collateralize an amount
equal to such Refusing Lender's Commitment Percentage of the amount of Letters
of Credit Outstanding on such Maturity Date. The Borrower hereby grants to the
Administrative Agent, for the benefit of the Issuing Bank and the Lenders, a
security interest in all cash, deposit accounts and all balances therein and all
proceeds of the foregoing which form part of the Cash Collateral. Cash
Collateral shall be maintained in a blocked, non-interest bearing deposit
account of the Administrative Agent (the "L/C Cash Deposit Account"). Amounts
deposited into the L/C Cash Deposit Account pursuant to this Section 2.10(i)
shall be made available to the Issuing Bank to the extent such Refusing Lender
would have been required to make such amount available to the Issuing Bank in
accordance with Section 2.10(f) if the Commitments of such Refusing Lender had
not terminated on the relevant Maturity Date. After all relevant Letters of
Credit shall have expired or been fully drawn upon and all other obligations of
the Borrower thereunder shall have been paid in full, the balance, if any, in
such L/C Cash Deposit Account shall be promptly returned to the Borrower.

                                   Section 3

                                    PAYMENTS

         3.1 Interest.

         (a) Interest Rate.

                  (i) Each Base Rate Loan shall accrue interest at the Base Rate
         applicable to such Base Rate Loan.

                  (ii) Each Eurodollar Loan shall accrue interest at the
         Adjusted Eurodollar Rate applicable to such Eurodollar Loan.

                  (iii) Each Competitive Bid Loan shall accrue interest at the
         applicable Competitive Bid Rate with respect to such Competitive Bid
         Loan.

         (b) Default Rate of Interest. Upon the occurrence, and during the
continuance, of an Event of Default, the principal of and, to the extent
permitted by law, interest on the Loans and any other amounts owing hereunder or
under the other Credit Documents shall bear interest, payable on demand, at a
per annum rate equal to 2% plus the rate which would otherwise be applicable (or
if no rate is applicable, then a rate per annum equal to the rate for Revolving
Loans that are Base Rate Loans plus 2% per annum).

         (c) Interest Payments. Interest on Loans shall be due and payable in
arrears on each applicable Interest Payment Date.

         3.2 Prepayments.

         (a) Voluntary Prepayments. The Borrower shall have the right to prepay
Loans in whole or in part from time to time without premium or penalty;
provided, however, that (i) Eurodollar Loans may only be prepaid on two Business
Days' prior written notice to the Administrative Agent and any prepayment of
Eurodollar Loans will be subject to Section 4.3; (ii) each such partial
prepayment of Loans shall be in the minimum principal amount of $5,000,000 and
integral multiples of $1,000,000 in excess thereof; and (iii) Competitive Bid
Loans may not be prepaid unless a breakage fee equal to the actual amount of
damages suffered by the Lender whose Competitive Bid Loan is prepaid is paid to
such Lender. Amounts prepaid hereunder shall be applied as the Borrower may
elect; provided that if the Borrower fails to specify the application of a
voluntary prepayment, then such prepayment shall be applied first to Base Rate
Loans, then to Eurodollar Loans in direct order of Interest Period maturities,
and then to Competitive Bid Loans pro rata among all Lenders holding same.

         (b) Mandatory Prepayments.

                  (i) If at any time the amount of Revolving Loans outstanding
         plus the aggregate amount of Competitive Bid Loans outstanding plus the
         aggregate amount of Letters of Credit Outstanding exceeds the aggregate
         amount of the Commitments of the Lenders then in effect, the Borrower
         shall immediately make a principal payment to the Administrative Agent
         in the manner and in an amount such that the sum of the aggregate
         amount of Revolving Loans outstanding plus Competitive Bid Loans
         outstanding plus the aggregate amount of Letters of Credit Outstanding
         is less than or equal to the aggregate amount of the Commitments of the
         Lenders then in effect.

                  (ii) Any prepayments made under this Section 3.2(b) shall be
         subject to Section 4.3 and shall be applied first to Base Rate Loans,
         then to Eurodollar Loans in direct order of Interest Period maturities,
         and then to Competitive Bid Loans pro rata among all Lenders holding
         same.

         3.3 Payment in Full at Maturity.

         On each Maturity Date, the entire outstanding principal amount owing
under the Credit Documents, together with accrued but unpaid interest and all
other sums owing under the Credit Documents, shall be due and payable in full to
the relevant Lenders, unless accelerated sooner pursuant to Section 9.2.

         3.4 Fees.

         (a) Unused Fees.

                  (i) In consideration of the Commitment being made available by
         each Lender hereunder, the Borrower agrees to pay to the Administrative
         Agent, for the pro rata benefit of each Lender, a per annum fee equal
         to the Applicable Percentage for Unused Fees multiplied by the Unused
         Revolving Loan Commitment (the "Unused Fees").

                  (ii) The accrued Unused Fees shall be due and payable in
         arrears fifteen days after the end of each fiscal quarter of the
         Borrower for the immediately preceding fiscal quarter (or portion
         thereof), beginning with the first of such dates to occur after the
         Closing Date, as well as on each Maturity Date.

         (b) Utilization Fees.

                  (i) If on any day the aggregate outstanding principal amount
         of all Revolving Loans and Competitive Bid Loans exceeds the product of
         (A) 50% times (B) the aggregate amount of Commitments then in effect,
         the Borrower agrees to pay to the Administrative Agent, for the pro
         rata benefit of each Lender, a per annum fee equal to the Applicable
         Percentage for Utilization Fees multiplied by the Utilized Revolving
         Loan Commitment (the "Utilization Fees").

                  (ii) The accrued Utilization Fees shall be due and payable in
         arrears 15 days after the end of each fiscal quarter of the Borrower
         for the immediately preceding fiscal quarter (or portion thereof),
         beginning with the first of such dates to occur after the Closing Date,
         as well as on each Maturity Date.

         (c) Letter of Credit Fees.

                  (i) The Borrower shall pay to the Administrative Agent, for
         the pro rata benefit of each Lender, in arrears 15 days after the end
         of each fiscal quarter and on each Maturity Date, a fee (each, a
         "Letter of Credit Fee") equal to the average face amount of the Letters
         of Credit Outstanding during such quarter times the then Applicable
         Percentage for Eurodollar Loans on or before each Maturity Date. Upon
         the occurrence and during the continuance of an Event of Default, the
         amount of any Letter of Credit Fees payable by the Borrower pursuant to
         this Section 3.4(c)(i) shall be increased by 2% per annum.

                  (ii) The Borrower shall pay to the Issuing Bank, for its own
         account, and in addition to all Letter of Credit Fees otherwise
         provided for hereunder, (A) a fee in an amount equal to 0.125% per
         annum of the average face amount of any Letters of Credit Outstanding
         during each fiscal quarter, which shall be due and payable in arrears
         15 days after the end of such quarter and on each Maturity Date, and
         (B) such fees and charges in connection with the issuance, negotiation,
         settlement, amendment and processing of each Letter of Credit issued by
         the Issuing Bank as are agreed upon between the Borrower and the
         Issuing Bank.

         (d) Administrative Fees. The Borrower agrees to pay to the
Administrative Agent, for its own account, the administrative fee as agreed to
between the Borrower and the Administrative Agent in the Engagement Letter.

         3.5 Place and Manner of Payments. All payments of principal, interest,
fees, expenses and other amounts to be made by the Borrower under this Credit
Agreement shall be made unconditionally and without deduction for any
counterclaim, defense, recoupment or setoff. All such payments shall be received
not later than 2:00 p.m. on the date when due in Dollars and in immediately
available funds by the Administrative Agent at its offices in New York, New
York. The Administrative Agent will distribute such payments made to the Lenders
on the date of receipt if such payment is received prior to 2:00 p.m.;
otherwise, the Administrative Agent will distribute such payments to the
Lenders, and such payment will be credited to the Borrower, on the next
succeeding Business Day. The Borrower shall, at the time it makes any payment
under this Credit Agreement, specify to the Administrative Agent the Loans, fees
or other amounts payable by the Borrower hereunder to which such payment is to
be applied (and in the event that it fails to specify, or if such application
would be inconsistent with the terms hereof, the Administrative Agent shall
distribute such payment to the Lenders in such manner as it reasonably
determines in its sole discretion). Whenever any payment hereunder shall be
stated to be due on a day which is not a Business Day, the due date thereof
shall be extended to the next succeeding Business Day (subject to accrual of
interest and fees for the period of such extension), except that, in the case of
Eurodollar Loans (or interest payable with respect thereto), if the extension
would cause the payment to be made in the next following calendar month, then
such payment shall instead be made on the next preceding Business Day.

         3.6 Pro Rata Treatment. Except to the extent otherwise provided herein,
all Revolving Loans, each payment or prepayment of principal of any Revolving
Loan, each payment of interest on the Revolving Loans, each payment with respect
to a Letter of Credit, each payment of Unused Fees, each payment of Utilization
Fees, each payment of Letters of Credit Fees, each reduction of the Commitments,
and each conversion or continuation of any Revolving Loans, shall be allocated
pro rata among the Lenders in accordance with the respective Commitment
Percentages; provided that if any Lender shall have failed to pay its applicable
pro rata share of any Revolving Loan or L/C Disbursement and such amount was
made available to the Borrower pursuant to Section 2.4 or 2.10, as applicable,
then any amount to which such Lender would otherwise be entitled pursuant to
this Section 3.6 shall instead be payable to the Administrative Agent until the
share of such Revolving Loan not funded by such Lender has been repaid; provided
further that, in the event that any amount paid to any Lender pursuant to this
Section 3.6 is rescinded or must otherwise be returned by the Administrative
Agent, each Lender shall, upon the request of the Administrative Agent, repay to
the Administrative Agent the amount so paid to such Lender, with interest for
the period commencing on the date such payment is returned by the Administrative
Agent until the date the Administrative Agent receives such payment at a rate
per annum equal to the Federal Funds Rate.

         3.7 Computations of Interest and Fees. (a) Except for Base Rate Loans,
on which interest shall be computed on the basis of a 365- or 366-day year, as
the case may be, all computations of interest and fees hereunder shall be made
on the basis of the actual number of days elapsed over a year of 360 days.

         (b) It is the intent of the Lenders and the Borrower to conform to and
contract in strict compliance with applicable usury law from time to time in
effect. All agreements between the Lenders and the Borrower are hereby limited
by the provisions of this paragraph which shall override and control all such
agreements, whether now existing or hereafter arising and whether written or
oral. In no way, nor in any event or contingency (including but not limited to
prepayment or acceleration of the maturity of any obligation), shall the
interest taken, reserved, contracted for, charged, or received under this Credit
Agreement, under the Notes or otherwise, exceed the maximum nonusurious amount
permissible under applicable law. If, from any possible construction of any of
the Credit Documents or any other document, interest would otherwise be payable
in excess of the maximum nonusurious amount, any such construction shall be
subject to the provisions of this paragraph and such documents shall be
automatically reduced to the maximum nonusurious amount permitted under
applicable law, without the necessity of execution of any amendment or new
document. If any Lender shall ever receive anything of value which is
characterized as interest on the Loans under applicable law and which would,
apart from this provision, be in excess of the maximum lawful amount, an amount
equal to the amount which would have been excessive interest shall, without
penalty, be applied to the reduction of the principal amount owing on the Loans
and not to the payment of interest, or refunded to the Borrower or the other
payor thereof if and to the extent such amount which would have been excessive
exceeds such unpaid principal amount of the Loans. The right to demand payment
of the Loans or any other indebtedness evidenced by any of the Credit Documents
does not include the right to receive any interest which has not otherwise
accrued on the date of such demand, and the Lenders do not intend to charge or
receive any unearned interest in the event of such demand. All interest paid or
agreed to be paid to the Lenders with respect to the Loans shall, to the extent
permitted by applicable law, be amortized, prorated, allocated, and spread
throughout the full stated term (including any renewal or extension) of the
Loans so that the amount of interest on account of such indebtedness does not
exceed the maximum nonusurious amount permitted by applicable law.

         3.8 Sharing of Payments. Each Lender agrees that, in the event that any
Lender shall obtain payment in respect of any Loan or L/C Disbursement owing to
such Lender under this Credit Agreement through the exercise of a right of
setoff, banker's lien, counterclaim or otherwise (including, but not limited to,
pursuant to the Bankruptcy Code) in excess of its pro rata share as provided for
in this Credit Agreement, such Lender shall promptly purchase from the other
Lenders a participation in such Loans or L/C Disbursements, in such amounts and
with such other adjustments from time to time, as shall be equitable in order
that all Lenders share such payment in accordance with their respective ratable
shares as provided for in this Credit Agreement. Each Lender further agrees that
if a payment to a Lender (which is obtained by such Lender through the exercise
of a right of setoff, banker's lien, counterclaim or otherwise) shall be
rescinded or must otherwise be restored, each Lender which shall have shared the
benefit of such payment shall, by repurchase of a participation theretofore
sold, return its share of that benefit to each Lender whose payment shall have
been rescinded or otherwise restored, together with its pro rata share of any
interest required to be paid by the Lender whose payment shall have been
rescinded or otherwise restored. The Borrower agrees that any Lender so
purchasing such a participation may, to the fullest extent permitted by law,
exercise all rights of payment, including setoff, banker's lien or counterclaim,
with respect to such participation as fully as if such Lender were a holder of
such Loan or other obligation in the amount of such participation. Except as
otherwise expressly provided in this Credit Agreement, if any Lender shall fail
to remit to the Administrative Agent or any other Lender an amount payable by
such Lender to the Administrative Agent or such other Lender pursuant to this
Credit Agreement on the date when such amount is due, such payments shall accrue
interest thereon, for each day from the date such amount is due until the day
such amount is paid to the Administrative Agent or such other Lender, at a rate
per annum equal to the Federal Funds Rate.

                                   Section 4

                      ADDITIONAL PROVISIONS REGARDING LOANS

         4.1 Eurodollar Loans. (a) Unavailability. In the event that the
Administrative Agent shall have determined in good faith (i) that Dollar
deposits in the principal amounts requested with respect to a Eurodollar Loan
are not generally available in the London interbank Eurodollar market or (ii)
that reasonable means do not exist for ascertaining the Eurodollar Rate, the
Administrative Agent shall, as soon as practicable thereafter, give written
notice of such determination to the Borrower and the Lenders. In the event of
any such determination under clauses (i) or (ii) above, until the Administrative
Agent shall have advised the Borrower and the Lenders that the circumstances
giving rise to such notice no longer exist, (A) any request by the Borrower for
Eurodollar Loans shall be deemed to be a request for Base Rate Loans and (B) any
request by the Borrower for conversion into or continuation of Eurodollar Loans
shall be deemed to be a request for conversion into or continuation of Base Rate
Loans.

         (b) Change in Legality. Notwithstanding any other provision herein, if
any change in any law or regulation or in the interpretation thereof by any
Governmental Authority charged with the administration or interpretation thereof
shall make it unlawful for any Lender to make or maintain any Eurodollar Loan or
to give effect to its obligations as contemplated hereby with respect to any
Eurodollar Loan, then, by written notice to the Borrower and to the
Administrative Agent, such Lender may:

                  (A) declare that Eurodollar Loans, and conversions to or
         continuations of Eurodollar Loans, will not thereafter be made by such
         Lender hereunder, whereupon any request by the Borrower for, or for
         conversion into or continuation of, Eurodollar Loans shall, as to such
         Lender only, be deemed a request for, or for conversion into or
         continuation of, Base Rate Loans, unless such declaration shall be
         subsequently withdrawn; and

                  (B) require that all outstanding Eurodollar Loans made by it
         be converted to Base Rate Loans in which event all such Eurodollar
         Loans shall be automatically converted to Base Rate Loans.

                  In the event any Lender shall exercise its rights under clause
         (A) or (B) above, all payments and prepayments of principal which would
         otherwise have been applied to repay the Eurodollar Loans that would
         have been made by such Lender or the converted Eurodollar Loans of such
         Lender shall instead be applied to repay the Base Rate Loans made by
         such Lender in lieu of, or resulting from the conversion of, such
         Eurodollar Loans.

         (c) Increased Costs. If at any time a Lender shall incur increased
costs or reductions in the amounts received or receivable hereunder with respect
to the making, the commitment to make or the maintaining of any Eurodollar Loan
because of any change since the date of this Credit Agreement in any applicable
law, governmental rule, regulation, guideline or order (or in the interpretation
or administration thereof and including the introduction of any new law or
governmental rule, regulation, guideline or such order) including, without
limitation, the imposition, modification or deemed applicability of any
reserves, deposits or similar requirements (such as, for example, but not
limited to, a change in official reserve requirements, but, in all events,
excluding reserves required under Regulation D to the extent included in the
computation of the Adjusted Eurodollar Rate), then the Borrower shall pay to
such Lender within 15 days after demand, which demand shall contain the basis
and calculations supporting such demand, such additional amounts (in the form of
an increased rate of, or a different method of calculating, interest or
otherwise as such Lender may determine in its sole discretion) as may be
required to compensate such Lender for such increased costs or reductions in
amounts receivable hereunder.

         Each determination and calculation made by a Lender under this Section
4.1 shall, absent manifest error, be binding and conclusive on the parties
hereto.

         4.2 Capital Adequacy. If, after the date hereof, any Lender has
determined that the adoption or effectiveness of any applicable law, rule or
regulation regarding capital adequacy, or any change therein, or any change in
the interpretation or administration thereof by any Governmental Authority,
central bank or comparable agency charged with the interpretation or
administration thereof, or compliance by such Lender with any request or
directive regarding capital adequacy (whether or not having the force of law) of
any such authority, central bank or comparable agency, has or would have the
effect of reducing the rate of return on such Lender's (or parent corporation's)
capital or assets as a consequence of its commitments or obligations hereunder
to a level below that which such Lender, or its parent corporation, could have
achieved but for such adoption, effectiveness, change or compliance (taking into
consideration such Lender's (or parent corporation's) policies with respect to
capital adequacy), then the Borrower shall pay to such Lender within 15 days
after demand, which demand shall contain the basis and calculations supporting
such demand, such additional amount or amounts as will compensate such Lender
for such reduction. Each determination by any such Lender of amounts owing under
this Section 4.2 shall, absent manifest error, be conclusive and binding on the
parties hereto.

         4.3 Compensation. The Borrower shall compensate each Lender, within 15
days after demand, which demand shall contain the basis and calculations
supporting such demand, for all reasonable losses, expenses and liabilities
(including, without limitation, any loss, expense or liability incurred by
reason of the liquidation or reemployment of deposits or other funds required by
the Lender to fund its Eurodollar Loans) which such Lender may sustain:

         (a) if for any reason (other than a default by such Lender or the
Administrative Agent) a borrowing, continuation or conversion of any Eurodollar
Loan or Competitive Bid Loan does not occur on a date specified therefor in a
Notice of Borrowing, Competitive Bid Request or Notice of
Continuation/Conversion, as the case may be;

         (b) if any prepayment, repayment, continuation or conversion of any
Eurodollar Loan or Competitive Bid Loan occurs on a date which is not the last
day of an Interest Period applicable thereto, including, without limitation, in
connection with any demand, acceleration, mandatory prepayment or otherwise
(including any demand under this Section 4);

         (c) if the Borrower fails to repay any Eurodollar Loan or Competitive
Bid Loans when required by the terms of this Credit Agreement; or

         (d) if the Borrower elects to cause a mandatory assignment of such
Lender's Commitment pursuant to Section 4.5.

         Calculation of all amounts payable to a Lender under this Section 4.3
shall be made as though the Lender has actually funded its relevant Eurodollar
Loan through the purchase of a Eurodollar deposit bearing interest at the
Adjusted Eurodollar Rate (or at the margin set forth in the applicable
Competitive Bid) in an amount equal to the amount of that Loan, having a
maturity comparable to the relevant Interest Period and through the transfer of
such Eurodollar deposit from an offshore office of that Lender to a domestic
office of that Lender in the United States of America; provided, however, that
each Lender may fund each of its Eurodollar Loans in any manner it sees fit and
the foregoing assumption shall be utilized only for the calculation of amounts
payable under this Section 4.3. Each determination and calculation hereunder
shall be in good faith and shall be conclusive absent manifest error.

         4.4 Taxes. (a) Tax Liabilities Imposed on a Lender. Any and all
payments by the Borrower hereunder or under any of the Credit Documents shall be
made, in accordance with the terms hereof and thereof, free and clear of and
without deduction for any and all present or future taxes, levies, imposts,
deductions, charges or withholdings, and all liabilities with respect thereto,
excluding taxes measured by net income and franchise taxes imposed on any Lender
by the jurisdiction under the laws of which such Lender is organized or
transacting business or any political subdivision thereof (all such non-excluded
taxes, being hereinafter referred to as "Taxes"). If the Borrower shall be
required by law to deduct any Taxes from or in respect of any sum payable
hereunder to any Lender, (i) the sum payable shall be increased as may be
necessary so that after making all required deductions (including deductions
applicable to additional sums payable under this Section 4.4) such Lender
receives an amount equal to the sum it would have received had no such
deductions been made, (ii) the Borrower shall make such deductions, (iii) the
Borrower shall pay the full amount deducted to the relevant Governmental
Authority in accordance with applicable law, and (iv) the Borrower shall deliver
to such Lender evidence of such payment to the relevant Governmental Authority.

         (b) Other Taxes. In addition, the Borrower agrees to pay, upon written
notice from a Lender and prior to the date when penalties attach thereto, all
present or future stamp or documentary taxes or any other excise or property
taxes, charges or similar levies of the United States or any state or political
subdivision thereof or any applicable foreign jurisdiction that arise from any
payment made hereunder or from the execution, delivery or registration of, or
otherwise with respect to, this Credit Agreement (collectively, the "Other
Taxes").

         (c) Refunds. If a Lender or the Administrative Agent (as the case may
be) shall become aware that it is entitled to claim a refund (or a refund in the
form of a credit) (each, a "Refund") from a Governmental Authority (as a result
of any error in the amount of Taxes or Other Taxes paid to such Governmental
Authority or otherwise) of Taxes or Other Taxes which the Borrower has paid, or
with respect to which the Borrower has paid additional amounts, pursuant to this
Section 4.4, it shall promptly notify the Borrower in writing of the
availability of such Refund and shall, within 30 days after receipt of written
notice by the Borrower make a claim to such Governmental Authority for such
Refund at the Borrower's expense if, in the judgment of such Lender or the
Administrative Agent (as the case may be), the making of such claim will not be
otherwise disadvantageous to it; provided that nothing in this subsection (c)
shall be construed to require any Lender or the Administrative Agent to
institute any administrative proceeding (other than the filing of a claim for
any such Refund) or judicial proceeding to obtain such Refund.

         If a Lender or the Administrative Agent (as the case may be) receives a
Refund from a Governmental Authority (as a result of any error in the amount of
Taxes or Other Taxes paid to such Governmental Authority or otherwise) of any
Taxes or Other Taxes which have been paid by the Borrower, or with respect to
which the Borrower has paid additional amounts pursuant to this Section 4.4, it
shall promptly pay to the Borrower the amount so received (but only to the
extent of payments made, or additional amounts paid, by the Borrower under this
Section 4.4 with respect to Taxes or Other Taxes giving rise to such Refund),
net of all reasonable out-of-pocket expenses (including the net amount of taxes,
if any, imposed on such Lender or the Administrative Agent with respect to such
Refund) of such Lender or Administrative Agent, and without interest (other than
interest paid by the relevant Governmental Authority with respect to such
Refund); provided, however, that the Borrower, upon the request of such Lender
or the Administrative Agent, agrees to repay the amount paid over to the
Borrower (plus penalties, interest or other charges) to such Lender or the
Administrative Agent in the event such Lender or the Administrative Agent is
required to repay such Refund to such Governmental Authority. Nothing contained
in this Section 4.4(c) shall require any Lender or the Administrative Agent to
make available any of its tax returns (or any other information that it deems to
be confidential or proprietary) or to alter its tax accounting practices.

         (d) Foreign Lender. Each Lender (which, for purposes of this Section
4.4, shall include any Affiliate of a Lender that makes any Eurodollar Loan
pursuant to the terms of this Credit Agreement) that is not a "United States
person" (as such term is defined in Section 7701(a)(30) of the Code) shall
submit to the Borrower and the Administrative Agent on or before the Closing
Date (or, in the case of a Person that becomes a Lender after the Closing Date
by assignment, promptly upon such assignment), two duly completed and signed
copies of (A) either (1) Form W-8BEN of the United States Internal Revenue
Service, or a successor applicable form, entitling such Lender to a complete
exemption from withholding on all amounts to be received by such Lender pursuant
to this Credit Agreement and/or the Notes or (2) Form W-8ECI of the United
States Internal Revenue Service, or an applicable successor form, relating to
all amounts to be received by such Lender pursuant to this Credit Agreement
and/or the Notes and, if applicable, (B) an Internal Revenue Service Form W-8 or
W-9 entitling such Lender to receive a complete exemption from United States
backup withholding tax. Each such Lender shall, from time to time after
submitting either such form, submit to the Borrower and the Administrative Agent
such additional duly completed and signed copies of such forms (or such
successor forms or other documents as shall be adopted from time to time by the
relevant United States taxing authorities) as may be (1) reasonably requested in
writing by the Borrower or the Administrative Agent and (2) appropriate under
then current United States laws or regulations. Upon the reasonable request of
the Borrower or the Administrative Agent, each Lender that has not provided the
forms or other documents as provided above, on the basis of being a United
States person, shall submit to the Borrower and the Administrative Agent a
certificate to the effect that it is such a "United States person." If and for
any period during which the provisions of this Section 4.4(d) are not satisfied
by or with respect to any such Lender, no provision of this Credit Agreement
shall require the Borrower to indemnify with respect to any resulting
withholding of United States taxes imposed on or with respect to such Lender as
a result of such noncompliance for the periods to which such noncompliance
relates, unless such noncompliance is directly attributable to a change in a
law, rule or regulation issued by a Governmental Authority which results in the
inability of such Lender to provide such form. Each such Lender shall indemnify
and hold harmless (on an after-tax basis) the Borrower against any claim for
United States withholding taxes which the Borrower fails to withhold on payments
to such Lender as a direct result of the invalidity of any form provided to the
Borrower by such Lender pursuant to this Section 4.4(d).

         4.5 Mitigation; Mandatory Assignment. The Administrative Agent and each
Lender shall use reasonable efforts to avoid or mitigate any increased cost or
suspension of the availability of an interest rate under Sections 4.1 through
4.4 above to the greatest extent practicable (including transferring the Loans
to another lending office or Affiliate of a Lender) unless, in the opinion of
the Administrative Agent or such Lender, such efforts would be likely to have an
adverse effect upon it. In the event that (a) a Lender makes a request to the
Borrower for additional payments in accordance with Section 4.1, 4.2 or 4.4 or
(b) a Lender is a Defaulting Lender, then, provided that no Default or Event of
Default has occurred and is continuing at such time, the Borrower may, at its
own expense (such expense to include any transfer fee payable to the
Administrative Agent under Section 11.3(b) and any expense pursuant to this
Section 4.5) and in its sole discretion, require such Lender to transfer and
assign in whole (but not in part), without recourse (in accordance with and
subject to the terms and conditions of Section 11.3(b)), all of its interests,
rights and obligations under this Credit Agreement to an Eligible Assignee which
shall assume such assigned obligations (which assignee may be another Lender, if
a Lender accepts such assignment); provided that (a) such assignment shall not
conflict with any law, rule or regulation or order of any court or other
Governmental Authority and (b) the Borrower or such assignee shall have paid to
the assigning Lender in immediately available funds the principal of and
interest accrued to the date of such payment on the portion of the Loans
hereunder held by such assigning Lender and all other amounts owed to such
assigning Lender hereunder, including amounts owed pursuant to Sections 4.1
through 4.4. In the event that, after ten Business Days of receiving written
notice from the Borrower requiring any Lender to make such an assignment
pursuant to this Section 4.5, such Lender fails to execute the agreements
required under Section 11.3(b) in connection with such an assignment, then upon
one Business Day's prior written notice from the Borrower to such Lender (with a
copy furnished to the Administrative Agent), such agreements shall be deemed to
have been executed by such Lender.

                                   Section 5

                              CONDITIONS PRECEDENT

         5.1 Closing Conditions. The obligation of each Lender to enter into
this Credit Agreement is subject to satisfaction of the following conditions on
or prior to the Closing Date (in form and substance acceptable to the Lenders):

         (a) Executed Credit Documents. Receipt by the Administrative Agent of
duly executed copies of (i) this Credit Agreement and (ii) the Revolving Loan
Notes.

         (b) Officer's Certificate. Receipt by the Administrative Agent of a
certificate of an officer of the Borrower stating that, as of the Closing Date,
(i) there exists no Default or Event of Default, (ii) all representations and
warranties contained herein and in the other Credit Documents are true and
correct in all material respects and (iii) the Borrower is in compliance with
the financial covenant set forth in Section 7.11, as demonstrated by the
covenant calculations on a schedule attached thereto.

         (c) Opinions of Counsel. Receipt by the Administrative Agent of the
following:

                  (i) an opinion, or opinions, satisfactory to the
         Administrative Agent, addressed to the Administrative Agent and each of
         the Lenders from legal counsel to the Borrower; and

                  (ii) an opinion of Shearman & Sterling LLP, counsel to the
         Administrative Agent, in form and substance satisfactory to the
         Administrative Agent.

         (d) Corporate Documents. Receipt by the Administrative Agent of the
following:

                  (i) Charter Documents. A certificate of an officer of the
         Borrower that there have been no amendments or documents granted by the
         office of the Secretary of State of the State of Delaware affecting the
         Certificate of Incorporation of the Borrower issued by the Secretary of
         State of the State of Delaware on January 8, 2001.

                  (ii) Bylaws. A copy of the bylaws of the Borrower certified by
         a secretary or assistant secretary of the Borrower to be true and
         correct as of the Closing Date.

                  (iii) Resolutions. Copies of resolutions of the Board of
         Directors of the Borrower approving and adopting the Credit Documents
         to which it is a party and the transactions contemplated therein and
         authorizing execution and delivery thereof, certified by a secretary or
         assistant secretary of the Borrower to be true and correct and in force
         and effect as of the Closing Date.

                  (iv) Good Standing. Copies of (A) certificates of good
         standing, existence or its equivalent with respect to the Borrower
         certified as of a recent date by the appropriate Governmental
         Authorities of the state or other jurisdiction of incorporation and
         each other jurisdiction in which the failure to so qualify and be in
         good standing would have a Material Adverse Effect and (B) to the
         extent available, a certificate indicating payment of all corporate
         franchise taxes certified as of a recent date by the appropriate
         Governmental Authorities of the state or other jurisdiction of its
         incorporation and each other jurisdiction in which the failure to pay
         such franchise taxes would have a Material Adverse Effect.

                  (v) Incumbency. An incumbency certificate of the Borrower,
         certified by a secretary or assistant secretary of the Borrower to be
         true and correct as of the Closing Date.

         (e) Financial Statements. Receipt by the Lenders of the consolidated
audited financial statements of the Borrower dated as of December 31, 2004,
including balance sheets and income and cash flow statements, in each case
audited by independent public accountants of recognized standing and prepared in
accordance with GAAP.

         (f) Fees and Expenses. Payment by the Borrower of all fees and expenses
owed by it to the Lenders, the Arrangers and the Administrative Agent,
including, without limitation, payment to the Administrative Agent of the fees
agreed to between the Borrower and the Administrative Agent set forth in the
Engagement Letter and payment to each of the Arrangers of the fees agreed to
between the Borrower and each Arranger set forth in the respective fee letter
between such Arranger and the Borrower.

         (g) Material Adverse Effect. No event or condition shall have occurred
since the date of the financial statements delivered pursuant to Section 5.1(e)
above that has had or would be likely to have a Material Adverse Effect.

         (h) Existing Credit Agreement. Receipt by the Administrative Agent of
evidence that all obligations under the Existing Credit Agreement have been paid
in full and all commitments thereunder terminated.

         (i) Account Designation Letter. The Administrative Agent shall have
received the executed Account Designation Letter in the form of Schedule 1.1(a).

         (j) Other. Receipt by the Lenders of such other documents, instruments,
agreements or information as reasonably requested by any Lender.

         5.2 Conditions to Extensions of Credit. In addition to the conditions
precedent stated elsewhere herein, the Lenders shall not be obligated to make
any Loans, issue any Letters of Credit or extend any Maturity Date hereunder
unless:

         (a) Request. The Borrower shall have timely delivered a duly executed
and completed Notice of Borrowing, Letter of Credit Request, Competitive Bid
Request or written request to extend any Maturity Date, as applicable, in
conformance with all the terms and conditions of this Credit Agreement;

         (b) Representations and Warranties. The representations and warranties
made by the Borrower in the Credit Documents are true and correct in all
material respects at and as if made as of the date of the funding of each Loan,
issuance of each Letter of Credit or each extension of any Maturity Date, and
after giving effect to such Loan, Letter of Credit or extension, as applicable,
and, with respect to each Loan, to the application of the proceeds therefrom;
provided that the representations made pursuant to Sections 6.6, 6.8 and 6.9
shall only be made on the Closing Date and on the date of any extension of any
Maturity Date; and

         (c) No Default. On the date of the funding of each Loan, issuance of
each Letter of Credit or each extension of any Maturity Date, as applicable, no
Default or Event of Default has occurred and is continuing or would be caused by
making the requested Loans, including, without limitation, with respect to each
Loan, the restrictions on (i) the amount of Credit Extensions that may be
outstanding as set forth in Sections 2.1(a) and 2.1(b) and (ii) the use of
proceeds set forth in Section 7.9.

         The delivery of each Notice of Borrowing, Letter of Credit Request or
Competitive Bid Request, as applicable, shall constitute a representation and
warranty by the Borrower of the correctness of the matters specified in
subsections (b) and (c) above.

                                   Section 6

                         REPRESENTATIONS AND WARRANTIES

         The Borrower hereby represents and warrants to each Lender that:

         6.1 Organization and Good Standing. Each of the Borrower and each
Significant Subsidiary (a) is a corporation duly incorporated, validly existing
and in good standing under the laws of the jurisdiction of its incorporation,
(b) is duly qualified and in good standing as a foreign corporation authorized
to do business in every jurisdiction where the failure to so qualify would have
a Material Adverse Effect and (c) has the requisite corporate power and
authority to own its properties and to carry on its business as now conducted
and as proposed to be conducted.

         6.2 Due Authorization. The Borrower (a) has the requisite corporate
power and authority to execute, deliver and perform this Credit Agreement and
the other Credit Documents and to incur the obligations herein and therein
provided for and (b) is duly authorized to, and has been authorized by all
necessary corporate action to, execute, deliver and perform this Credit
Agreement and the other Credit Documents.

         6.3 No Conflicts. Neither the execution and delivery of the Credit
Documents, nor the consummation of the transactions contemplated therein, nor
performance of and compliance with the terms and provisions thereof by the
Borrower will (a) violate or conflict with any provision of its certificate or
articles of incorporation or bylaws, (b) violate, contravene or materially
conflict with any law (including without limitation, PUHCA), regulation
(including without limitation, Regulation D, U or X), order, writ, judgment,
injunction, decree or permit applicable to it, (c) violate, contravene or
materially conflict with contractual provisions of, or cause an event of default
under, any indenture, loan agreement, mortgage, deed of trust, contract or other
agreement or instrument to which it is a party or by which it may be bound, the
violation of which could have a Material Adverse Effect or (d) result in or
require the creation of any Lien upon or with respect to its properties.

         6.4 Consents. No consent, approval, authorization or order of, or
filing, registration or qualification with, any court or Governmental Authority
or third party is required in connection with the execution, delivery or
performance of this Credit Agreement or any of the other Credit Documents that
has not been obtained.

         6.5 Enforceable Obligations. This Credit Agreement and the other Credit
Documents have been duly executed and delivered by the Borrower and constitute
legal, valid and binding obligations of the Borrower enforceable against the
Borrower in accordance with their respective terms, except as may be limited by
bankruptcy or insolvency laws or similar laws affecting creditors' rights
generally or by general equitable principles.

         6.6 Financial Condition. The financial statements provided to the
Lenders as described in Section 5.1(e): (a) fairly present the financial
condition and operations of the Borrower as of the date thereof and (b) were
prepared in accordance with GAAP. Since the date of such financial statements,
there has been no change that has, or would be reasonably likely to have, a
Material Adverse Effect.

         6.7 No Default. No Default or Event of Default presently exists.

         6.8 Indebtedness and Off-Balance Sheet Indebtedness. As of the Closing
Date, the Borrower and its Subsidiaries have no Indebtedness except as disclosed
in the financial statements referenced in Section 5.1(e) and as otherwise
incurred in the ordinary course. Set forth on the Borrower's Annual Report on
Form 10-K for the year ended December 31, 2004 and the Borrower's Quarterly
Report on Form 10-Q for the quarter ended March 31, 2005 is a specific
description of all material Off-Balance Sheet Indebtedness of the Borrower and
its Subsidiaries as of the periods covered thereby.

         6.9 Litigation. Except as disclosed in the Borrower's Annual Report on
Form 10-K for the year ended December 31, 2004, in the Borrower's Quarterly
Report on Form 10-Q for the quarter ended March 31, 2005 and in any Current
Report on Form 8-K filed by the Borrower between December 31, 2004 and the
Closing Date, there are no actions, suits or legal, equitable, arbitration or
administrative proceedings, pending or, to the knowledge of the Borrower,
threatened against the Borrower or a Significant Subsidiary, in which there is a
reasonable possibility of an adverse decision which has had or would be
reasonably expected to have a Material Adverse Effect.

         6.10 Material Agreements. The Borrower is not in default in any respect
under any contract, lease, loan agreement, indenture, mortgage, security
agreement or other agreement or obligation to which it is a party or by which
any of its properties is bound, which default has had or would be reasonably
expected to have a Material Adverse Effect.

         6.11 Taxes. The Borrower has filed, or caused to be filed, all material
tax returns (federal, state, local and foreign) required to be filed and paid
all amounts of taxes shown thereon to be due (including interest and penalties)
and has paid all other taxes, fees, assessments and other governmental charges
(including mortgage recording taxes, documentary stamp taxes and intangibles
taxes) owing by it, except for such taxes (a) which are not yet delinquent or
(b) that are being contested in good faith and by proper proceedings, and
against which adequate reserves are being maintained in accordance with GAAP.
The Borrower is not aware of any proposed material tax assessments against it.

         6.12 ERISA. (a) No Reportable Event has occurred and is continuing with
respect to any Plan; (b) no Plan has an accumulated funding deficiency
determined under Section 412 of the Code; (c) no proceedings have been
instituted, or, to the knowledge of the Borrower, planned to terminate any Plan;
(d) neither the Borrower, nor any member of a Controlled Group, nor any duly
appointed administrator of a Plan has instituted or intends to institute
proceedings to withdraw from any Multiemployer Pension Plan (as defined in
Section 3(37) of ERISA); and (e) each Plan has been maintained and funded in all
material respects with its terms and with the provisions of ERISA applicable
thereto.

         6.13 Compliance with Law. The Borrower is in compliance with all laws,
rules, regulations, orders and decrees applicable to it, or to its properties,
unless such failure to comply would not have a Material Adverse Effect.

         6.14 Use of Proceeds; Margin Stock. The proceeds of the Loans hereunder
(a) will be used solely for the purposes specified in Section 7.9 and (b) will
not be used in a manner that would cause a violation of Regulation U or
Regulation X.

         6.15 Government Regulation. The Borrower is a Subsidiary of a
registered "holding company" within the meaning of that term under PUHCA. Any
issuance of the Notes by the Borrower hereunder, the incurrence of the
indebtedness contemplated by this Credit Agreement and the borrowing, repayment
and reborrowing of Loans hereunder is permitted by PUHCA and requires no
authorization or approval of any Governmental Authority other than such
authorizations and approvals that already have been obtained. The Borrower is
not an "investment company" registered or required to be registered under the
Investment Company Act of 1940, as amended, or controlled by such a company.

         6.16 Solvency. The Borrower is solvent. For purposes of the preceding
sentence, "solvent" means (a) the fair saleable value (on a going concern basis)
of the Borrower's assets exceed its liabilities, contingent or otherwise, fairly
valued, (b) the Borrower will be able to pay its debts as they become due and
(c) upon paying its debts as they become due, the Borrower will be left with
reasonably sufficient capital to satisfy all of its current and reasonably
anticipated obligations.

                                    Section 7

                              AFFIRMATIVE COVENANTS

         The Borrower hereby covenants and agrees that so long as this Credit
Agreement is in effect and until the Loans and L/C Disbursements, together with
interest, fees and other obligations hereunder, have been paid in full and the
Commitments hereunder shall have terminated:

         7.1 Information Covenants. The Borrower will furnish, or cause to be
furnished, to the Administrative Agent:

         (a) Annual Financial Statements. As soon as available, and in any event
within 120 days after the close of each fiscal year of the Borrower, a
consolidated balance sheet and income statement of the Borrower and its
Subsidiaries as of the end of such fiscal year, together with related statements
of operations and retained earnings and of cash flows for such fiscal year,
setting forth in comparative form figures for the preceding fiscal year, all
such financial information described above to be in reasonable form and detail
and audited by independent certified public accountants of recognized national
standing reasonably acceptable to the Administrative Agent and whose opinion
shall be to the effect that such financial statements have been prepared in
accordance with GAAP (except for changes with which such accountants concur) and
shall not be limited as to the scope of the audit or qualified as to going
concern.

         (b) Quarterly Financial Statements. As soon as available, and in any
event within 55 days after the close of each fiscal quarter of the Borrower
(other than the fourth fiscal quarter), a consolidated balance sheet and income
statement of the Borrower and its Subsidiaries as of the end of such fiscal
quarter, together with related statements of operations and retained earnings
and of cash flows for such fiscal quarter in each case setting forth in
comparative form figures for the corresponding period of the preceding fiscal
year, all such financial information described above to be in reasonable form
and detail and reasonably acceptable to the Administrative Agent, and
accompanied by a certificate of the chief financial officer of the Borrower to
the effect that such quarterly financial statements fairly present in all
material respects the financial condition of the Borrower and its Subsidiaries
and have been prepared in accordance with GAAP, subject to changes resulting
from audit and normal year-end audit adjustments.

         (c) Officer's Certificate. At the time of delivery of the financial
statements provided for in Sections 7.1(a) and 7.1(b) above, a certificate of
the chief financial officer of the Borrower, substantially in the form of
Exhibit 7.1(c), (i) demonstrating compliance with the financial covenant
contained in Section 7.11 by calculation thereof as of the end of each such
fiscal period, (ii) providing Contracted Operating Cash Flows and Total
Operating Cash Flows, each as of the end of such fiscal quarter, and (iii)
stating that no Default or Event of Default exists, or if any Default or Event
of Default does exist, specifying the nature and extent thereof and what action
the Borrower proposes to take with respect thereto.

         (d) Reports. Promptly upon transmission or receipt thereof, copies of
any filings and registrations with, and reports to or from, the Securities and
Exchange Commission, or any successor agency, and copies of all financial
statements, proxy statements, notices and reports as the Borrower shall send to
its shareholders; provided that the Borrower shall not be required to send
copies of its filings pursuant to PUHCA so long as the Borrower provides the
Administrative Agent with a list of such filings on a quarterly basis.

         (e) Notices. Upon the Borrower obtaining knowledge thereof, the
Borrower will give written notice to the Administrative Agent immediately of (i)
the occurrence of an event or condition consisting of a Default or Event of
Default, specifying the nature and existence thereof and what action the
Borrower proposes to take with respect thereto, and (ii) the occurrence of any
of the following with respect to the Borrower: (A) the pendency or commencement
of any litigation, arbitral or governmental proceeding against the Borrower
which, if adversely determined, is likely to have a Material Adverse Effect, (B)
the institution of any proceedings against the Borrower with respect to, or the
receipt of notice by the Borrower of potential liability or responsibility for,
violation or alleged violation of any federal, state or local law, rule or
regulation, the violation of which would likely have a Material Adverse Effect,
or (C) any notice or determination concerning the imposition of any withdrawal
liability by a Multiemployer Plan against the Borrower or any of its ERISA
Affiliates, the determination that a Multiemployer Plan is, or is expected to
be, in reorganization within the meaning of Title IV of ERISA or the termination
of any Plan.

         (f) Other Information. With reasonable promptness upon any such
request, such other information regarding the business, properties or financial
condition of the Borrower as the Administrative Agent or any Lender may
reasonably request.

         7.2 Preservation of Existence and Franchises. The Borrower will, except
as permitted by Section 8.2, do all things necessary to preserve and keep in
full force and effect its existence, rights, franchises and authority.

         7.3 Books and Records. The Borrower will keep complete and accurate
books and records of its transactions in accordance with good accounting
practices on the basis of GAAP (including the establishment and maintenance of
appropriate reserves).

         7.4 Compliance with Law. The Borrower will comply with all laws, rules,
regulations and orders, and all restrictions imposed by all Governmental
Authorities, applicable to it and its property if noncompliance with any such
law, rule, regulation, order or restriction would be reasonably expected to have
a Material Adverse Effect, such compliance to include, without limitation, ERISA
and Environmental Laws.

         7.5 Payment of Taxes. The Borrower will pay and discharge all taxes,
assessments and governmental charges or levies imposed upon it, or upon its
income or profits, or upon any of its properties, before they shall become
delinquent; provided, however, that the Borrower shall not be required to pay
any such tax, assessment, charge, levy, or claim which is being contested in
good faith by appropriate proceedings and as to which adequate reserves therefor
have been established in accordance with GAAP.

         7.6 Insurance. The Borrower will at all times maintain in full force
and effect insurance (including worker's compensation insurance, liability
insurance, casualty insurance and business interruption insurance) in such
amounts, covering such risks and liabilities and with such deductibles or
self-insurance retentions as are in accordance with normal industry practice.

         7.7 Performance of Obligations. The Borrower will perform in all
material respects all of its obligations under the terms of all material
agreements, indentures, mortgages, security agreements or other material debt
instruments to which it is a party or by which it is bound.

         7.8 ERISA. The Borrower and each ERISA Affiliate will (a) at all times
make prompt payment of all contributions (i) required under all Pension Plans
and (ii) required to meet the minimum funding standard set forth in ERISA with
respect to each Plan; (b) promptly upon request, furnish the Administrative
Agent and the Lenders copies of each annual report/return (Form 5500 Series), as
well as all schedules and attachments required to be filed with the Department
of Labor and/or the Internal Revenue Service pursuant to ERISA, and the
regulations promulgated thereunder, in connection with each of its Pension Plans
for each Plan Year (as defined in ERISA); (c) notify the Administrative Agent
immediately of any fact, including, but not limited to, any Reportable Event
arising in connection with any of its Plans, which might constitute grounds for
termination thereof by the PBGC or for the appointment by the appropriate United
States District Court of a trustee to administer such Plan, together with a
statement, if requested by the Administrative Agent, as to the reason therefor
and the action, if any, proposed to be taken in respect thereof; and (d) furnish
to the Administrative Agent, upon its request, such additional information
concerning any of its Plans as may be reasonably requested. The Borrower will
not nor will it permit any ERISA Affiliate to (A) terminate a Plan if any such
termination would have a Material Adverse Effect or (B) cause or permit to exist
any Reportable Event under ERISA or other event or condition which presents a
material risk of termination at the request of the PBGC if such termination
would have a Material Adverse Effect.

         7.9 Use of Proceeds. The proceeds of the Loans may be used solely (a)
to provide credit support for the Borrower's commercial paper program or
tax-exempt financings, (b) for working capital for the Borrower and (c) for
other general corporate purposes, including, without limitation, acquisitions.

         7.10 Audits/Inspections. Upon reasonable notice and during normal
business hours, the Borrower will permit representatives appointed by the
Administrative Agent, including, without limitation, independent accountants,
agents, attorneys, and appraisers, to visit and inspect the Borrower's property,
including its books and records, its accounts receivable and inventory, the
Borrower's facilities and its other business assets, and to make photocopies or
photographs thereof and to write down and record any information such
representatives obtain and shall permit the Administrative Agent or its
representatives to investigate and verify the accuracy of information provided
to the Lenders and to discuss all such matters with the officers, employees and
representatives of the Borrower.

         7.11 Indebtedness to Capitalization. The ratio of (a) Indebtedness of
the Borrower to (b) Capitalization shall at all times be less than or equal to
..65 to 1.0.

                                   Section 8

                               NEGATIVE COVENANTS

         The Borrower hereby covenants and agrees that so long as this Credit
Agreement is in effect and until the Loans and L/C Disbursements, together with
interest, fees and other obligations hereunder, have been paid in full and the
Commitments hereunder shall have terminated:

         8.1 Nature of Business. The Borrower will not alter the character of
its business from that conducted as of the Closing Date.

         8.2 Consolidation and Merger. The Borrower will not enter into any
transaction of merger or consolidation or liquidate, wind up or dissolve itself
(or suffer any liquidation or dissolution); provided that notwithstanding the
foregoing provisions of this Section 8.2, the following actions may be taken if
after giving effect thereto no Default or Event of Default exists:

         (a) a Subsidiary of the Borrower may be merged or consolidated with or
into the Borrower; provided that the Borrower shall be the continuing or
surviving corporation; and

         (b) the Borrower may merge or consolidate with any other Person (other
than one of its Subsidiaries) if either (i) the Borrower shall be the continuing
or surviving corporation or (ii) the Borrower shall not be the continuing or
surviving corporation and the corporation so continuing or surviving (A) is a
corporation organized and duly existing under the law of any state of the United
States, (B) has (1) a long-term, senior, unsecured, non-credit enhanced debt
rating of BBB- or better from S&P and Baa3 or better from Moody's or (2) a
commercial paper rating of A-2 or better from S&P and P-2 or better from Moody's
and (C) executes and delivers to the Administrative Agent and the Lenders an
instrument in form satisfactory to the Required Lenders pursuant to which it
expressly assumes the Loans and all of the other obligations of the Borrower
under the Credit Documents and procures for the Administrative Agent and each
Lender an opinion in form satisfactory to the Required Lenders and from counsel
satisfactory to the Required Lenders in respect of the due authorization,
execution, delivery and enforceability of such instrument and covering such
other matters as the Required Lenders may reasonably request; provided that
prior to any such merger or consolidation, the Borrower shall have delivered to
the Administrative Agent a certificate demonstrating that, upon giving effect to
such merger or consolidation on a pro forma basis, the Borrower will be in
compliance with Section 7.11.

         8.3 Sale or Lease of Assets. The Borrower will not convey, sell, lease,
transfer or otherwise dispose of in one transaction or a series of transactions,
all or substantially all of its business or assets whether now owned or
hereafter acquired, except as permitted pursuant to Section 8.2.

         8.4 Transactions with Affiliates. Except as otherwise required by law,
the Borrower will not enter into any transaction or series of transactions,
whether or not in the ordinary course of business, with any of its Affiliates
other than on terms and conditions substantially as favorable as would be
obtainable in a comparable arm's-length transaction with a Person other than an
Affiliate.

         8.5 Fiscal Year. The Borrower will not change its fiscal year (a)
without prior written notification to the Lenders and (b) if such change would
materially affect the Lenders' ability to read and interpret the financial
statements delivered pursuant to Section 7.1 or calculate the financial covenant
in Section 7.11.

         8.6 Liens. The Borrower will not contract, create, incur, assume or
permit to exist any Lien with respect to any of its property or assets of any
kind (whether real or personal, tangible or intangible), whether now owned or
hereafter acquired, securing any Indebtedness unless the Loans hereunder are
equally and ratably secured with such other Indebtedness other than the
following: (a) Liens securing Borrower Obligations, (b) Liens for taxes not yet
due or Liens for taxes being contested in good faith by appropriate proceedings
for which adequate reserves determined in accordance with GAAP have been
established (and as to which the property subject to any such Lien is not yet
subject to foreclosure, sale or loss on account thereof), (c) Liens in respect
of property imposed by law arising in the ordinary course of business such as
materialmen's, mechanics', warehousemen's, carrier's, landlords' and other
nonconsensual statutory Liens which are not yet due and payable, which have been
in existence less than 90 days or which are being contested in good faith by
appropriate proceedings for which adequate reserves determined in accordance
with GAAP have been established (and as to which the property subject to any
such Lien is not yet subject to foreclosure, sale or loss on account thereof),
(d) pledges or deposits made in the ordinary course of business to secure
payment of worker's compensation insurance, unemployment insurance, pensions or
social security programs, (e) Liens arising from good faith deposits in
connection with or to secure performance of tenders, bids, leases, government
contracts, performance and return-of-money bonds and other similar obligations
incurred in the ordinary course of business (other than obligations in respect
of the payment of borrowed money), (f) Liens arising from good faith deposits in
connection with or to secure performance of statutory obligations and surety and
appeal bonds (unless such Lien is in connection with a judgment that has caused
an Event of Default pursuant to Section 9.1(g)), (g) easements, rights-of-way,
restrictions (including zoning restrictions), minor defects or irregularities in
title and other similar charges or encumbrances not, in any material respect,
impairing the use of the encumbered property for its intended purposes, (h)
judgment Liens that would not constitute an Event of Default, (i) Liens arising
by virtue of any statutory or common law provision relating to banker's liens,
rights of setoff or similar rights as to deposit accounts or other funds
maintained with a creditor depository institution, (j) any Lien created or
arising over any property which is acquired, constructed or created by the
Borrower, but only if (i) such Lien secures only principal amounts (not
exceeding the cost of such acquisition, construction or creation) raised for the
purposes of such acquisition, construction or creation, together with any costs,
expenses, interest and fees incurred in relation thereto or a guarantee given in
respect thereof, (ii) such Lien is created or arises on or before 180 days after
the completion of such acquisition, construction or creation and (iii) such Lien
is confined solely to the property so acquired, constructed or created and any
improvements thereto, (k) any Lien on any property or assets acquired from a
corporation or other entity which is merged with or into the Borrower in
accordance with Section 8.2, and is not created in anticipation of any such
transaction (unless such Lien is created to secure or provide for the payment of
any part of the purchase price of such corporation or other entity), (l) any
Lien on any property or assets existing at the time of acquisition of such
property or assets by the Borrower and which is not created in anticipation of
such acquisition (unless such Lien was created to secure or provide for the
payment of any part of the purchase price of such property or assets), (m) any
extension, renewal or replacement (or successive extensions, renewals or
replacements), as a whole or in part, of any Liens referred to in the foregoing
clauses (a) through (l), for amounts not exceeding the principal amount of the
Indebtedness secured by the Lien so extended, renewed or replaced, provided that
such extension, renewal or replacement Lien is limited to all or a part of the
same property or assets that were covered by the Lien extended, renewed or
replaced (plus improvements on such property or assets) and (n) Liens on
property, in addition to those otherwise permitted by clauses (a) through (m)
above, securing, directly or indirectly, Indebtedness which does not exceed, in
the aggregate at any one time outstanding, ten percent (10%) of Net Tangible
Assets.

         8.7 Minimum Contract Maintenance Covenant. The Borrower will not
declare or pay any dividends or make any other distributions (except dividends
payable or distributions made in shares of its common stock and dividends
payable in cash in cases where, concurrently with the payment of the dividend,
an amount in cash equal to the dividend is received by the Borrower as a capital
contribution or as the proceeds of the issue and sale of shares of its common
stock) on its common stock, or purchase or permit any of its Subsidiaries to
purchase any shares of its common stock or make any payment on Affiliate
Subordinated Indebtedness, unless (i) the percentage derived from dividing
Contracted Operating Cash Flows by Total Operating Cash Flows is at least 80%,
or (ii) the ratio of Indebtedness of the Borrower and its Subsidiaries (other
than Unrestricted Subsidiaries) to Capitalization of the Borrower and its
Subsidiaries (other than Unrestricted Subsidiaries) is .60 to 1.0.

                                   Section 9

                                EVENTS OF DEFAULT

         9.1 Events of Default. An Event of Default shall exist upon the
occurrence of any of the following specified events (each, an "Event of
Default"):

         (a) Payment. The Borrower shall:

                  (i) default in the payment when due of any principal of any of
         the Loans; or

                  (ii) default, and such default shall continue for five or more
         Business Days, in the payment when due of any interest on the Loans or
         of any fees or other amounts owing hereunder, under any of the other
         Credit Documents or in connection herewith.

         (b) Representations. Any representation, warranty or statement made or
deemed to be made by the Borrower herein, in any of the other Credit Documents,
or in any statement or certificate delivered or required to be delivered
pursuant hereto or thereto shall prove untrue in any material respect on the
date as of which it was made or deemed to have been made.

         (c) Covenants. The Borrower shall:

                  (i) default in the due performance or observance of any term,
         covenant or agreement contained in Sections 7.2, 7.3, 7.4, 7.9, 7.11 or
         8.1 through 8.7, inclusive; or

                  (ii) default in the due performance or observance by it of any
         term, covenant or agreement contained in Section 7.1(a), (b), (c) or
         (e) and such default shall continue unremedied for a period of ten
         Business Days after the earlier of an officer of the Borrower becoming
         aware of such default or written notice thereof given by the
         Administrative Agent; or

                  (iii) default in the due performance or observance by it of
         any term, covenant or agreement (other than those referred to in
         subsections (a), (b), (c)(i) or (c)(ii) of this Section 9.1) contained
         in this Credit Agreement or any other Credit Document and such default
         shall continue unremedied for a period of at least 30 days after the
         earlier of an officer of the Borrower becoming aware of such default
         and written notice thereof given by the Administrative Agent.

(d)      Credit Documents. Any Credit Document shall fail to be in full force
         and effect or to give the Administrative Agent and/or the Lenders the
         rights, powers and privileges purported to be created thereby.

(e)      Bankruptcy, Etc. The occurrence of any of the following with respect to
         the Borrower or a Significant Subsidiary: (i) a court or governmental
         agency having jurisdiction in the premises shall enter a decree or
         order for relief in respect of the Borrower or a Significant Subsidiary
         in an involuntary case under any applicable bankruptcy, insolvency or
         other similar law now or hereafter in effect, or appoint a receiver,
         liquidator, assignee, custodian, trustee, sequestrator or similar
         official of the Borrower or a Significant Subsidiary or for any
         substantial part of its property or ordering the winding up or
         liquidation of its affairs; or (ii) an involuntary case under any
         applicable bankruptcy, insolvency or other similar law now or hereafter
         in effect is commenced against the Borrower or a Significant Subsidiary
         and such petition remains unstayed and in effect for a period of 60
         consecutive days; or (iii) the Borrower or a Significant Subsidiary
         shall commence a voluntary case under any applicable bankruptcy,
         insolvency or other similar law now or hereafter in effect, or consent
         to the entry of an order for relief in an involuntary case under any
         such law, or consent to the appointment or taking possession by a
         receiver, liquidator, assignee, custodian, trustee, sequestrator or
         similar official of such Person or any substantial part of its property
         or make any general assignment for the benefit of creditors; or (iv)
         the Borrower or a Significant Subsidiary shall admit in writing its
         inability to pay its debts generally as they become due or any action
         shall be taken by such Person in furtherance of any of the aforesaid
         purposes.

(f)      Defaults under Other Agreements. With respect to any Indebtedness
         (other than the Indebtedness under this Credit Agreement) of the
         Borrower or a Significant Subsidiary in an aggregate principal amount
         in excess of $100,000,000, (i) the Borrower or such Significant
         Subsidiary shall (A) default in any payment (interest or principal)
         (beyond the applicable grace period with respect thereto, if any) with
         respect to any such Indebtedness, or (B) default (after giving effect
         to any applicable grace period) in the observance or performance of any
         covenant or agreement relating to such Indebtedness or contained in any
         instrument or agreement evidencing, securing or relating thereto, or
         any other event or condition shall occur or condition exist, the effect
         of which default or other event or condition is to cause, or permit,
         the holder or holders of such Indebtedness (or trustee or agent on
         behalf of such holders) to cause any such Indebtedness to become due
         prior to its stated maturity; or (ii) any such Indebtedness shall be
         declared due and payable, or required to be prepaid other than by a
         regularly scheduled required prepayment, prior to the stated maturity
         thereof; or (iii) any such Indebtedness matures and remains unpaid.

(g)      Judgments. One or more judgments, orders, or decrees shall be entered
         against the Borrower or a Significant Subsidiary involving any
         liabilities of $100,000,000 or more, in the aggregate (to the extent
         not paid or covered by insurance provided by a carrier that has
         acknowledged coverage), and such judgments, orders or decrees shall
         continue unsatisfied, undischarged and unstayed for a period ending on
         the first to occur of (i) the last day on which such judgment, order or
         decree becomes final and unappealable and, where applicable, with the
         status of a judicial lien or (ii) 30 days.

(h)      ERISA. (i) The Borrower, or any member of the Controlled Group, shall
         fail to pay when due an amount or amounts aggregating in excess of
         $100,000,000 which it shall have become liable to pay under Title IV of
         ERISA; or (ii) notice of intent to terminate a Plan or Plans which in
         the aggregate have unfunded liabilities in excess of $100,000,000
         (individually and collectively, a "Material Plan") shall be filed under
         Title IV of ERISA by the Borrower or any member of the Controlled
         Group, any plan administrator or any combination of the foregoing; or
         (iii) the PBGC shall institute proceedings under Title IV of ERISA to
         terminate, to impose liability (other than for premiums under Section
         4007 of ERISA) in respect of, or to cause a trustee to be appointed to
         administer any Material Plan; or (iv) a condition shall exist by reason
         of which the PBGC would be entitled to obtain a decree adjudicating
         that any Material Plan must be terminated; or (v) there shall occur a
         complete or partial withdrawal from, or a default, within the meaning
         of Section 4219(c)(5) of ERISA, with respect to, one or more
         Multiemployer Plans which could cause one or more members of the
         Controlled Group to incur a current payment obligation in excess of
         $100,000,000.

(i)      Change of Control. The occurrence of any Change of Control.

9.2 Acceleration; Remedies. Upon the occurrence of an Event of Default, and at
any time thereafter unless and until such Event of Default has been waived by
the Required Lenders (or the Lenders, if required by Section 11.6) or cured to
the satisfaction of the Required Lenders (or the Lenders, if required by Section
11.6), the Administrative Agent may, with the consent of the Required Lenders
or, in the case of clause (ii) or (iv), the Required Lenders or the Issuing
Bank, and shall, upon the request and direction of the Required Lenders or, in
the case of clause (ii) or (iv), the Required Lenders or the Issuing Bank, by
written notice to the Borrower take any of the following actions without
prejudice to the rights of the Administrative Agent or any Lender to enforce its
claims against the Borrower, except as otherwise specifically provided for
herein:

(i)      Termination of Commitments. Declare the Commitments terminated
         whereupon the Commitments shall be immediately terminated.

(ii)     Letters of Credit. Declare the obligation of the Issuing Bank to issue
         Letters of Credit to be terminated, whereupon the same shall forthwith
         terminate.

(iii)    Acceleration of Loans. Declare the unpaid principal of and any accrued
         interest in respect of all Loans and any and all other indebtedness or
         obligations of any and every kind owing by the Borrower to any of the
         Lenders or the Administrative Agent hereunder to be due whereupon the
         same shall be immediately due and payable without presentment, demand,
         protest or other notice of any kind, all of which are hereby waived by
         the Borrower.

(iv)     Cash Collateral. Require that the Borrower Cash Collateralize the
         Letters of Credit in an amount equal to the Letters of Credit
         Outstanding.

(v)      Enforcement of Rights. Enforce any and all rights and interests created
         and existing under the Credit Documents, including, without limitation,
         all rights of setoff.

Notwithstanding the foregoing, if an Event of Default specified in Section
9.1(e) shall occur, then the Commitments and the obligation of the Issuing Bank
to issue Letters of Credit shall automatically terminate, and all Loans, all
accrued interest in respect thereof, all accrued and unpaid fees and other
indebtedness or obligations owing to the Lenders and the Administrative Agent
hereunder shall immediately become due and payable, in each case, without the
giving of any notice or other action by the Administrative Agent, the Issuing
Bank or the Lenders, and the obligation of the Borrower to Cash Collateralize
the Letters of Credit pursuant to Section 9.2(iv) shall automatically become
effective.

                  Notwithstanding the fact that enforcement powers reside
primarily with the Administrative Agent, the Issuing Bank and each Lender have,
to the extent permitted by law, a separate right of payment and shall be
considered a separate "creditor" holding a separate "claim" within the meaning
of Section 101(5) of the Bankruptcy Code or any other insolvency statute.

9.3 Allocation of Payments after Event of Default. Notwithstanding any other
provisions of this Credit Agreement, after the exercise of any remedies by the
Administrative Agent or the Lenders pursuant to Section 9.2 (or after the
Commitments shall automatically terminate, the Loans (with accrued interest
thereon) and all other amounts under the Credit Documents shall automatically
become due and payable in accordance with the terms of such Section and the
Letters of Credit Outstanding shall automatically be required to be Cash
Collateralized as set forth in Section 9.2), all amounts collected or received
by the Administrative Agent, the Issuing Bank or any Lender on account of
amounts outstanding under any of the Credit Documents shall be paid over or
delivered as follows:

                  FIRST, to the payment of all reasonable out-of-pocket costs
         and expenses (including without limitation reasonable attorneys' fees)
         of the Administrative Agent, the Issuing Bank or any of the Lenders in
         connection with enforcing the rights of the Administrative Agent, the
         Issuing Bank and the Lenders under the Credit Documents and any
         protective advances made by the Administrative Agent, the Issuing Bank
         or any of the Lenders, pro rata as set forth below;

                  SECOND, to payment of any fees owed to the Administrative
         Agent, the Issuing Bank or any Lender, pro rata as set forth below;

                  THIRD, to the payment of all accrued interest payable to the
        Lenders hereunder, pro rata as set forth below;

                  FOURTH, to the payment of the outstanding principal amount of
         the Loans and all other obligations which shall have become due and
         payable under the Credit Documents;

                  FIFTH, to the Administrative Agent for the account of the
         Issuing Bank, to Cash Collateralize the Letters of Credit Outstanding
         comprised of the aggregate undrawn amount of all outstanding Letters of
         Credit; and

                  SIXTH, the payment of the surplus, if any, after all of the
         Borrower Obligations have been indefeasibly paid in full to whomever
         may be lawfully entitled to receive such surplus.

Subject to Section 2.10(i), amounts used to Cash Collateralize the aggregate
undrawn amount of Letters of Credit pursuant to clause Fifth above shall be
applied to satisfy drawings under such Letters of Credit as they occur. If any
amount remains on deposit as Cash Collateral after all Letters of Credit have
either been fully drawn or expired, such remaining amount shall be applied in
accordance with clause Sixth above.

In carrying out the foregoing, (a) amounts received shall be applied in the
numerical order provided until exhausted prior to application to the next
succeeding category and (b) each of the Lenders shall receive an amount equal to
its pro rata share (based on the proportion that the then outstanding Loans held
by such Lender bears to the aggregate then outstanding Loans) of amounts
available to be applied.

Section 10

                                AGENCY PROVISIONS

10.1 Appointment. Each Lender hereby designates and appoints Citibank as
Administrative Agent and BTM as Issuing Bank to act as specified herein and in
the other Credit Documents, and each such Lender hereby authorizes the Agents,
as an agent for such Lender, to take such action on its behalf under the
provisions of this Credit Agreement and the other Credit Documents and to
exercise such powers and perform such duties as are expressly delegated by the
terms hereof and of the other Credit Documents, together with such other powers
as are reasonably incidental thereto. Notwithstanding any provision to the
contrary elsewhere herein and in the other Credit Documents, the Agents shall
not have any duties or responsibilities, except those expressly set forth herein
and therein, or any fiduciary relationship with any Lender, and no implied
covenants, functions, responsibilities, duties, obligations or liabilities shall
be read into this Credit Agreement or any of the other Credit Documents, or
shall otherwise exist against the Agents. The provisions of this Section 10.1
are solely for the benefit of the Agents and the Lenders, and the Borrower shall
not have any rights as a third-party beneficiary of the provisions hereof. In
performing its functions and duties under this Credit Agreement and the other
Credit Documents, each Agent shall act solely as an agent of the Lenders and
does not assume and shall not be deemed to have assumed any obligation or
relationship of agency or trust with or for the Borrower. Notwithstanding
anything herein or in any of the Credit Documents to the contrary, no Lender
that is listed as a "Co-Documentation Agent", a "Co-Managing Agent" or a
"Co-Agent" (if any) herein shall have any functions, duties, obligations,
responsibilities or liabilities, or serve in any capacity, hereunder or under
any of the Credit Documents except as a Lender in accordance with the terms of
the Credit Documents. The Administrative Agent shall, upon receipt thereof from
the Borrower, promptly deliver to the Lenders copies of the financial statements
received pursuant to Section 7.1.

10.2 Delegation of Duties. An Agent may execute any of its duties hereunder or
under the other Credit Documents by or through agents or attorneys-in-fact and
shall be entitled to advice of counsel concerning all matters pertaining to such
duties. An Agent shall not be responsible for the negligence or misconduct of
any agents or attorneys-in-fact selected by it with reasonable care.

10.3 Exculpatory Provisions. No Agent-Related Person shall be (a) liable for any
action lawfully taken or omitted to be taken by it or such Person under or in
connection herewith or in connection with any of the other Credit Documents
(except for its or such Person's own gross negligence or willful misconduct) or
(b) responsible in any manner to any of the Lenders for any recitals,
statements, representations or warranties made by the Borrower contained herein
or in any of the other Credit Documents or in any certificate, report, statement
or other document referred to or provided for in, or received by an
Agent-Related Person under or in connection herewith, or in connection with, the
other Credit Documents, or enforceability or sufficiency therefor of any of the
other Credit Documents, or for any failure of the Borrower to perform its
obligations hereunder or thereunder. No Agent-Related Person shall be
responsible to any Lender for the effectiveness, genuineness, validity,
enforceability, collectibility or sufficiency of this Credit Agreement or any of
the other Credit Documents or for any representations, warranties, recitals or
statements made herein or therein or made by the Borrower in any written or oral
statement or in any financial or other statements, instruments, reports,
certificates or any other documents in connection herewith or therewith
furnished or made by an Agent-Related Person to the Lenders or by or on behalf
of the Borrower to an Agent-Related Person or any Lender or be required to
ascertain or inquire as to the performance or observance of any of the terms,
conditions, provisions, covenants or agreements contained herein or therein or
as to the use of the proceeds of the Loans or of the existence or possible
existence of any Default or Event of Default or to inspect the properties, books
or records of the Borrower. The Agents are not trustees for the Lenders and owe
no fiduciary duty to the Lenders.

10.4 Reliance on Communications. An Agent shall be entitled to rely, and shall
be fully protected in relying, upon any note, writing, resolution, notice,
consent, certificate, affidavit, letter, cablegram, telegram, telecopy, telex or
teletype message, statement, order or other document or conversation believed by
it to be genuine and correct and to have been signed, sent or made by the proper
Person or Persons and upon advice and statements of legal counsel (including,
without limitation, counsel to the Borrower, independent accountants and other
experts selected by such Agent with reasonable care). An Agent may deem and
treat the Lenders as the owner of its interests hereunder for all purposes
unless a written notice of assignment, negotiation or transfer thereof shall
have been filed with the Administrative Agent in accordance with Section
11.3(b). The Agents shall be fully justified in failing or refusing to take any
action under this Credit Agreement or under any of the other Credit Documents
unless it shall first receive such advice or concurrence of the Required Lenders
as it deems appropriate or it shall first be indemnified to its satisfaction by
the Lenders against any and all liability and expense which may be incurred by
it by reason of taking or continuing to take any such action. The Agents shall
in all cases be fully protected in acting, or in refraining from acting,
hereunder or under any of the other Credit Documents, in accordance with a
request of the Required Lenders (or, to the extent specifically provided in
Section 11.6, all the Lenders) and such request and any action taken or failure
to act pursuant thereto shall be binding upon all the Lenders (including their
successors and assigns).

10.5 Notice of Default. The Administrative Agent shall not be deemed to have
knowledge or notice of the occurrence of any Default or Event of Default
hereunder unless it has received notice from a Lender or the Borrower referring
to the Credit Document, describing such Default or Event of Default and stating
that such notice is a "notice of default." In the event that the Administrative
Agent receives such a notice, the Administrative Agent shall give prompt notice
thereof to the Lenders. The Administrative Agent shall take such action with
respect to such Default or Event of Default as shall be directed by the Required
Lenders.

10.6 Non-Reliance on Agents and Other Lenders. Each Lender expressly
acknowledges that no Agent-Related Person has made any representations or
warranties to it and that no act by any Agent-Related Person hereinafter taken,
including any review of the affairs of the Borrower, shall be deemed to
constitute any representation or warranty by any Agent-Related Person to any
Lender. Each Lender represents to the Agents that it has, independently and
without reliance upon the Agents, any other Agent-Related Person or any other
Lender, and based on such documents and information as it has deemed
appropriate, made its own appraisal of and investigation into the business,
assets, operations, property, financial and other conditions, prospects and
creditworthiness of the Borrower and made its own decision to make its Loans
hereunder and enter into this Credit Agreement. Each Lender also represents that
it will, independently and without reliance upon the Agents, any other
Agent-Related Person or any other Lender, and based on such documents and
information as it shall deem appropriate at the time, continue to make its own
credit analysis, appraisals and decisions in taking or not taking action under
this Credit Agreement, and to make such investigation as it deems necessary to
inform itself as to the business, assets, operations, property, financial and
other conditions, prospects and creditworthiness of the Borrower. Except for (i)
delivery of the Credit Documents, (ii) delivery of all financial statements
received by the Administrative Agent pursuant to Section 7.1(a) and 7.1(b),
(iii) delivery of all notices received by the Administrative Agent pursuant to
Sections 7.1(e) and 7.8 and (iv) delivery of notices, reports and other
documents expressly required to be furnished to the Lenders by the
Administrative Agent hereunder, no Agent-Related Person shall have any duty or
responsibility to provide any Lender with any credit or other information
concerning the business, operations, assets, property, financial or other
conditions, prospects or creditworthiness of the Borrower which may come into
the possession of an Agent-Related Person.

10.7 Indemnification. Each Lender agrees to indemnify each Agent-Related Person
(to the extent not reimbursed by the Borrower and without limiting the
obligation of the Borrower to do so), ratably according to such Lender's
Commitment in effect on the date on which indemnification is sought under this
section (or if indemnification is sought after the date on which the Commitments
shall have terminated and the Loans shall have been paid in full, according to
such Lender's Commitment in effect immediately prior to such date), from and
against any and all liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements of any kind
whatsoever which may at any time (including without limitation at any time
following the payment of the Borrower Obligations) be imposed on, incurred by or
asserted against such Agent-Related Person in any way relating to or arising out
of this Credit Agreement or the other Credit Documents or any documents
contemplated by or referred to herein or therein or the transactions
contemplated hereby or thereby or any action taken or omitted by such
Agent-Related Person under or in connection with any of the foregoing; provided
that no Lender shall be liable for the payment of any portion of such
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements resulting from the gross negligence or willful
misconduct of such Agent-Related Person. If any indemnity furnished to an
Agent-Related Person for any purpose shall, in the opinion of such Agent-Related
Person, be insufficient or become impaired, such Agent-Related Person may call
for additional indemnity and cease, or not commence, to do the acts indemnified
against until such additional indemnity is furnished. The agreements in this
Section 10.7 shall survive the payment of the Borrower Obligations and all other
amounts payable hereunder and under the other Credit Documents.

10.8 Each Agent in Its Individual Capacity. Each Agent and its Affiliates may
make loans to, accept deposits from and generally engage in any kind of business
with the Borrower as though such Agent were not an Agent hereunder. With respect
to the Loans made and all Borrower Obligations owing to it, each Agent shall
have the same rights and powers under this Credit Agreement as any Lender and
may exercise the same as though it were not an Agent, and the terms "Lender" and
"Lenders" shall include each Agent in its individual capacity. No Agent shall
have any duty to disclose any information obtained or received by it or any of
its Affiliates relating to the Borrower or any of its Affiliates to the extent
such information was obtained or received in any capacity other than as such
Agent.

10.9 Successor Administrative Agent. The Administrative Agent may, at any time,
resign upon 30 days' written notice to the Borrower and the Lenders. Upon any
such resignation, the Required Lenders, with the written consent of the
Borrower, shall have the right to appoint a successor to the resigning
Administrative Agent. If no successor Administrative Agent shall have been so
duly appointed, and/or such successor agent shall not have accepted such
appointment, within 30 days after the notice of resignation, then the retiring
Administrative Agent shall select a successor Administrative Agent, with the
written consent of the Borrower, provided such successor is a Lender hereunder
or a commercial bank organized or licensed under the laws of the United States
of America or of any State thereof and has a combined capital and surplus of at
least $500,000,000. If no successor Administrative Agent shall have been
appointed within the time frame set forth above, then the Lenders shall perform
all the obligations of the resigning Administrative Agent until the time a
successor has been appointed by the Required Lenders, with the written consent
of the Borrower, as set forth above and has accepted such appointment. Upon the
acceptance of the appointment as Administrative Agent hereunder by a successor,
such successor Administrative Agent shall thereupon succeed to and become vested
with all the rights, powers, privileges and duties of the retiring
Administrative Agent, and the retiring Administrative Agent shall be discharged
from its duties and obligations as Administrative Agent under this Credit
Agreement and the other Credit Documents, and the provisions of this Section 10
shall inure to its benefit as to any actions taken or omitted to be taken by it
while it was the Administrative Agent under this Credit Agreement.

10.10 Administrative Agent May File Proof of Claims. In case of the pendency of
any receivership, insolvency, liquidation, bankruptcy, reorganization,
arrangement, adjustment, composition or other judicial proceeding relative to
the Borrower, the Administrative Agent (irrespective of whether the principal of
any Loan shall then be due and payable as herein expressed or by declaration or
otherwise and irrespective of whether the Administrative Agent shall have made
any demand on the Borrower) shall be entitled and empowered, by intervention in
such proceeding or otherwise:

(a) to file and prove a claim for the whole amount of the principal and interest
owing and unpaid in respect of the Loans and all other Borrower Obligations that
are owing and unpaid and to file such other documents as may be necessary or
advisable in order to have the claims of the Lenders and the Administrative
Agent (including any claim for the reasonable compensation, expenses,
disbursements and advances of the Lenders and the Administrative Agent and their
respective agents and counsel and all other amounts due the Lenders and the
Administrative Agent under Sections 3.4 and 11.5 allowed in such judicial
proceeding); and

(b) to collect and receive any monies or other property payable or deliverable
on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee, liquidator, sequestrator or
other similar official in any such judicial proceeding is hereby authorized by
each Lender to make such payments to the Administrative Agent and, in the event
that the Administrative Agent shall consent to the making of such payments
directly to the Lenders, to pay to the Administrative Agent any amount due for
the reasonable compensation, expenses, disbursements and advances of the
Administrative Agent and its agents and counsel, and any other amounts due the
Administrative Agent under Sections 3.4 and 11.5.

Nothing contained herein shall be deemed to authorize the Administrative Agent
to authorize or consent to or accept or adopt on behalf of any Lender any plan
of reorganization, arrangement, adjustment or composition affecting the Borrower
Obligations or the rights of any Lender or to authorize the Administrative Agent
to vote in respect of the claim of any Lender in any such proceeding.

                                   Section 11

                                  MISCELLANEOUS

11.1 Notices and Other Communications; Facsimile Copies. (a) General. Unless
otherwise expressly provided herein, all notices and other communications
provided for hereunder shall be in writing (including by facsimile
transmission). All written notices and all other communications expressly
permitted hereunder to be given by telephone shall be made to the applicable
address, facsimile number, electronic mail address or telephone number specified
for such Person on Schedule 11.1 or to such other address, facsimile number,
electronic mail address or telephone number as shall be designated by such party
in a notice to the other parties. All such notices and other communications
shall be deemed to be given or made upon the earlier to occur of (i) actual
receipt by the relevant party hereto and (ii) (A) if delivered by hand or by
courier, when signed for by or on behalf of the relevant party hereto; (B) if
delivered by mail, four Business Days after deposit in the mails, postage
prepaid; (C) if delivered by facsimile, when sent and receipt has been confirmed
by telephone; and (D) if delivered by electronic mail (which form of delivery is
subject to the provisions of subsection (c) below), when delivered; provided,
however, that notices and other communications to the Administrative Agent or
the Lenders pursuant to Section 2 shall not be effective until actually received
by the Administrative Agent or the Lenders, as the case may be. In no event
shall a voicemail message be effective as a notice, communication or
confirmation hereunder.

(b) Effectiveness of Facsimile Documents and Signatures. Credit Documents may be
transmitted and/or signed by facsimile. The effectiveness of any such documents
and signatures shall have the same force and effect as manually signed originals
and shall be binding on the Borrower, the Administrative Agent and the Lenders.
The Administrative Agent may also require that any such documents and signatures
be confirmed by a manually signed original thereof; provided, however, that the
failure to request or deliver the same shall not limit the effectiveness of any
facsimile document or signature.

(c) Limited Use of Electronic Mail. Electronic mail and Internet and intranet
websites may be used only to distribute routine communications, such as
financial statements and other information as provided in Section 7.1, and to
distribute Credit Documents for execution by the parties thereto, and may not be
used for any other purpose except as deemed reasonable and appropriate by the
Administrative Agent.

(d) Reliance by Administrative Agent and Lenders. The Administrative Agent and
the Lenders shall be entitled to rely and act upon any notices given by the
Borrower even if such notices were not made in a manner specified herein, were
incomplete or were not preceded or followed by any other form of notice
specified herein. All telephonic notices to and other communications with the
Administrative Agent may be recorded by the Administrative Agent, and each of
the parties hereto hereby consents to such recording.

11.2 Right of Setoff. In addition to any rights now or hereafter granted under
applicable law or otherwise, and not by way of limitation of any such rights,
upon the occurrence of an Event of Default and the commencement of remedies
described in Section 9.2, each Lender is authorized at any time and from time to
time, without presentment, demand, protest or other notice of any kind (all of
which rights being hereby expressly waived), to set off and to appropriate and
apply any and all deposits (general or special) and any other indebtedness at
any time held or owing by such Lender (including, without limitation branches,
agencies or Affiliates of such Lender wherever located) to or for the credit or
the account of the Borrower against obligations and liabilities of the Borrower
to the Lenders hereunder, under the Notes, the other Credit Documents or
otherwise, irrespective of whether the Administrative Agent or the Lenders shall
have made any demand hereunder and although such obligations, liabilities or
claims, or any of them, may be contingent or unmatured, and any such setoff
shall be deemed to have been made immediately upon the occurrence of an Event of
Default even though such charge is made or entered on the books of such Lender
subsequent thereto. The Borrower hereby agrees that any Participation Purchaser
may exercise all rights of setoff with respect to its participation interest as
fully as if such Person were a Lender hereunder.

11.3 Benefit of Agreement. (a) The provisions of this Credit Agreement shall be
binding upon and inure to the benefit of the parties hereto and their respective
successors and assigns permitted hereby, except that the Borrower may not assign
or otherwise transfer any of its rights or obligations hereunder without the
prior written consent of each Lender and no Lender may assign or otherwise
transfer any of its rights or obligations hereunder except (i) to an Eligible
Assignee in accordance with the provisions of subsection (b) of this Section,
(ii) by way of participation in accordance with the provisions of subsection (d)
of this Section, or (iii) by way of pledge or assignment of a security interest
subject to the restrictions of subsection (f) of this Section (and any other
attempted assignment or transfer by any party hereto shall be null and void).
Nothing in this Credit Agreement, expressed or implied, shall be construed to
confer upon any Person (other than the parties hereto, their respective
successors and assigns permitted hereby and Participation Purchasers to the
extent provided in subsection (d) of this Section) any legal or equitable right,
remedy or claim under or by reason of this Credit Agreement.

(b) Any Lender may at any time assign to one or more Eligible Assignees all or a
portion of its rights and obligations under this Credit Agreement (including all
or a portion of its Commitment and the Loans at the time owing to it); provided
that (i) except in the case of an assignment of the entire remaining amount of
the assigning Lender's Commitment and the Loans at the time owing to it or, in
the case of an assignment to a Lender or an Affiliate of a Lender or an Approved
Fund with respect to a Lender, the aggregate amount of the Commitment (which for
this purpose includes Loans outstanding thereunder) subject to each such
assignment, determined as of the date the Assignment and Assumption with respect
to such assignment is delivered to the Administrative Agent or, if "Trade Date"
is specified in the Assignment and Assumption, as of the Trade Date, shall not
be less than $5,000,000 and in integral multiples of $1,000,000 in excess
thereof, unless each of the Administrative Agent and, so long as no Default or
Event of Default has occurred and is continuing, the Borrower otherwise consents
(each such consent not to be unreasonably withheld or delayed); (ii) each
partial assignment shall be made as an assignment of a proportionate part of all
the assigning Lender's rights and obligations under this Credit Agreement with
respect to the Loans or the Commitment assigned; (iii) any assignment of a
Commitment must be approved by the Administrative Agent (which approval shall
not be unreasonably withheld) unless the Person that is the proposed assignee is
itself a Lender or an Affiliate of a Lender (whether or not the proposed
assignee would otherwise qualify as an Eligible Assignee); (iv) any assignment
of a Commitment must be approved by each Issuing Bank (which approval shall not
be unreasonably withheld); and (v) except as provided in Section 4.5 solely with
respect to an assigning Lender, the parties to each assignment shall execute and
deliver to the Administrative Agent an Assignment and Assumption, together with
a processing and recordation fee of $3,500. Subject to acceptance and recording
thereof by the Administrative Agent pursuant to subsection (c) of this Section,
from and after the effective date specified in each Assignment and Assumption,
the Eligible Assignee thereunder shall be a party to this Credit Agreement and,
to the extent of the interest assigned by such Assignment and Assumption, have
the rights and obligations of a Lender under this Credit Agreement, and the
assigning Lender thereunder shall, to the extent of the interest assigned by
such Assignment and Assumption, be released from its obligations under this
Credit Agreement (and, in the case of an Assignment and Assumption covering all
of the assigning Lender's rights and obligations under this Credit Agreement,
such Lender shall cease to be a party hereto but shall continue to be entitled
to the benefits of Sections 4.1 through 4.4 and 11.5 with respect to facts and
circumstances occurring prior to the effective date of such assignment). Upon
request, the Borrower (at its expense) shall execute and deliver a Revolving
Loan Note to the assignee Lender. Any assignment or transfer by a Lender of
rights or obligations under this Credit Agreement that does not comply with this
subsection shall be treated for purposes of this Credit Agreement as a sale by
such Lender of a participation in such rights and obligations in accordance with
subsection (d) of this Section.

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

(d) Any Lender may at any time, without the consent of, or notice to, the
Borrower or the Administrative Agent, sell participations to any Person (other
than a natural person or the Borrower or any of the Borrower's Affiliates or
Subsidiaries) (each, a "Participation Purchaser") in all or a portion of such
Lender's rights and/or obligations under this Credit Agreement (including all or
a portion of its Commitment and/or the Loans owing to it); provided that (i)
such Lender's obligations under this Credit Agreement shall remain unchanged,
(ii) such Lender shall remain solely responsible to the other parties hereto for
the performance of such obligations and (iii) the Borrower, the Administrative
Agent and the other Lenders shall continue to deal solely and directly with such
Lender in connection with such Lender's rights and obligations under this Credit
Agreement. Any agreement or instrument pursuant to which a Lender sells such a
participation shall provide that such Lender shall retain the sole right to
enforce this Credit Agreement and to approve any amendment, modification or
waiver of any provision of this Credit Agreement; provided that such agreement
or instrument may provide that such Lender will not, without the consent of the
Participation Purchaser, agree to any amendment, waiver or other modification
described in clauses (a) through (g) of Section 11.6 that directly affects such
Participation Purchaser. Subject to subsection (e) of this Section, the Borrower
agrees that each Participation Purchaser shall be entitled to the benefits of
Sections 4.1 through 4.4 and 11.5 to the same extent as if it were a Lender and
had acquired its interest by assignment pursuant to subsection (b) of this
Section. To the extent permitted by law, each Participation Purchaser also shall
be entitled to the benefits of Section 11.2 as though it were a Lender, provided
such Participation Purchaser agrees to be subject to Section 3.8 as though it
were a Lender.

(e) A Participation Purchaser shall not be entitled to receive any greater
payment under Section 4.2 or 4.4 than the applicable Lender would have been
entitled to receive with respect to the participation sold to such Participation
Purchaser, unless the sale of the participation to such Participation Purchaser
is made with the Borrower's prior written consent. A Participation Purchaser
that would be a "foreign corporation, partnership or trust" within the meaning
of the Code if it were a Lender shall not be entitled to the benefits of Section
4.4 unless the Borrower is notified of the participation sold to such
Participation Purchaser and such Participation Purchaser agrees, for the benefit
of the Borrower, to comply with Section 4.4(d) as though it were a Lender.

(f) Any Lender may at any time pledge or assign a security interest in all or
any portion of its rights under this Credit Agreement (including under its
Notes, if any) to secure obligations of such Lender, including any pledge or
assignment to secure obligations to a Federal Reserve Bank; provided that no
such pledge or assignment shall release such Lender from any of its obligations
hereunder or substitute any such pledgee or assignee for such Lender as a party
hereto.

(g) Notwithstanding anything to the contrary contained herein, any Lender (a
"Granting Lender") may grant to a special purpose-funding vehicle managed or
sponsored by the Granting Lender or an Affiliate thereof (an "SPC") the option
to fund all or any part of any Loan that such Granting Lender would otherwise be
obligated to fund pursuant to this Credit Agreement; provided that (i) nothing
herein shall constitute a commitment by any SPC to fund any Loan, (ii) if an SPC
elects not to exercise such option or otherwise fails to fund all or any part of
such Loan, the Granting Lender shall be obligated to fund such Loan pursuant to
the terms hereof, (iii) no SPC shall have any voting rights pursuant to Section
11.6, (iv) with respect to notices, payments and other matters hereunder, the
Borrower, the Administrative Agent and the Lenders shall not be obligated to
deal with an SPC, but may limit their communications and other dealings relevant
to such SPC to the applicable Granting Lender and (v) each Granting Lender's
obligations under this Credit Agreement shall remain unchanged. Each party
hereto agrees that no SPC will be entitled to any rights or benefits except as
expressly set forth in this subsection (g). The funding of a Loan by an SPC
hereunder shall utilize the Commitment of the Granting Lender to the same extent
that, and as if, such Loan were funded by such Granting Lender. Each party
hereto hereby agrees that no SPC shall be liable for any indemnity or payment
under this Credit Agreement for which a Lender would otherwise be liable for so
long as, and to the extent, the Granting Lender provides such indemnity or makes
such payment. Notwithstanding anything to the contrary contained in this Credit
Agreement, any SPC may disclose on a confidential basis any non-public
information relating to its funding of Loans to any rating agency, commercial
paper dealer or provider of any surety or guarantee to such SPC. This subsection
(g) may not be amended without the prior written consent of each Granting
Lender, all or any part of whose Loan is being funded by an SPC at the time of
such amendment.

(h) Notwithstanding anything to the contrary contained herein, any Lender that
is a Fund may create a security interest in all or any portion of the Loans
owing to it and the Notes, if any, held by it to the trustee for holders of
obligations owed, or securities issued, by such Fund as security for such
obligations or securities, provided that, unless and until such trustee actually
becomes a Lender in compliance with the other provisions of this Section 11.3,
(i) no such pledge shall release the pledging Lender from any of its obligations
under the Credit Documents and (ii) such trustee shall not be entitled to
exercise any of the rights of a Lender under the Credit Documents even though
such trustee may have acquired ownership rights with respect to the pledged
interest through foreclosure or otherwise.

11.4 No Waiver; Remedies Cumulative. No failure or delay on the part of an Agent
or any Lender in exercising any right, power or privilege hereunder or under any
other Credit Document and no course of dealing between the Borrower and an Agent
or any Lender shall operate as a waiver thereof; nor shall any single or partial
exercise of any right, power or privilege hereunder or under any other Credit
Document preclude any other or further exercise thereof or the exercise of any
other right, power or privilege hereunder or thereunder. The rights and remedies
provided herein are cumulative and not exclusive of any rights or remedies which
an Agent or any Lender would otherwise have. No notice to or demand on the
Borrower in any case shall entitle the Borrower to any other or further notice
or demand in similar or other circumstances or constitute a waiver of the rights
of the Administrative Agent or the Lenders to any other or further action in any
circumstances without notice or demand.

11.5 Payment of Expenses, Etc. The Borrower agrees to: (i) pay all reasonable
out-of-pocket costs and expenses of (A) each Agent-Related Person in connection
with the administration of this Credit Agreement and the other Credit Documents
and the documents and instruments referred to therein (including, without
limitation, the reasonable fees and expenses of Shearman & Sterling LLP, special
counsel to the Administrative Agent) and any amendment, waiver, consent or
assignment relating hereto and thereto including, but not limited to, any such
amendments, waivers or consents resulting from or related to any work-out,
renegotiation or restructure relating to the performance by the Borrower under
this Credit Agreement and (B) the Administrative Agent and the Lenders in
connection with enforcement of the Credit Documents and the documents and
instruments referred to therein (including, without limitation, in connection
with any such enforcement, the reasonable fees and disbursements of counsel for
the Administrative Agent and each of the Lenders); and (ii) indemnify each
Agent-Related Person, each Lender and their respective Affiliates, directors,
officers, employees, counsel, agents, representatives and attorneys-in-fact from
and hold each of them harmless against any and all losses, liabilities, claims,
damages or expenses incurred by any of them as a result of, or arising out of,
or in any way related to, or by reason of, any investigation, litigation or
other proceeding (whether or not any Lender is a party thereto) related to the
entering into and/or performance of any Credit Document or the use of proceeds
of any Loans (including other extensions of credit) hereunder or the
consummation of any other transactions contemplated in any Credit Document,
including, without limitation, the reasonable fees and disbursements of counsel
incurred in connection with any such investigation, litigation or other
proceeding; provided that the Borrower shall not be responsible for any such
losses, liabilities, claims, damages or expenses to the extent incurred by
reason of gross negligence or willful misconduct on the part of the Person to be
indemnified; and provided further that in no event shall the Borrower have any
liability with respect to the settlement or compromise of any claim or
proceeding effected without its prior written consent. The agreements in this
Section 11.5 shall survive the repayment of the Borrower Obligations and the
termination of the Commitments.

11.6 Amendments, Waivers and Consents. Neither this Credit Agreement nor any
other Credit Document nor any of the terms hereof or thereof may be amended,
changed, waived, discharged or terminated unless such amendment, change, waiver,
discharge or termination is in writing and signed by the Required Lenders and
the Borrower; provided that no such amendment, change, waiver, discharge or
termination shall without the consent of each Lender affected thereby,

(a) extend any Maturity Date;

(b) reduce the rate or extend the time of payment of interest (other than as a
result of waiving the applicability of any post-default increase in interest
rates) on any Loan or reduce the amount or extend the time of payment of fees
owing hereunder;

(c) reduce or waive or extend the time of payment of the principal amount of any
Loan;

(d) increase the Commitment of a Lender over the amount thereof in effect (it
being understood and agreed that a waiver of any Default or Event of Default or
a mandatory reduction in the Commitments shall not constitute a change in the
terms of any Commitment of any Lender);

(e) release the Borrower from its obligations under the Credit Documents or
consent to the transfer or assignment of such obligations;

(f)      amend, modify or waive any provision of this Section 11.6 or Section
3.6, 3.8, 5.2, 9.1(a), 11.2, 11.3 or 11.5; or

(g) reduce any percentage specified in, or otherwise modify, the definition of
Required Lenders.

                  Notwithstanding the above, no provision of Section 10 may be
amended or modified without the written consent of the Administrative Agent.

                  Notwithstanding the fact that the consent of all the Lenders
is required in certain circumstances as set forth above, each Lender is entitled
to vote as such Lender sees fit on any reorganization plan that affects the
Loans and each Lender acknowledges that the provisions of Section 1126(c) of the
Bankruptcy Code supersede the unanimous consent provisions set forth herein.

11.7 Counterparts. This Credit Agreement may be executed in any number of
counterparts, each of which where so executed and delivered shall be an
original, but all of which shall constitute one and the same instrument. It
shall not be necessary in making proof of this Credit Agreement to produce or
account for more than one such counterpart.

11.8 Headings. The headings of the sections and subsections hereof are provided
for convenience only and shall not in any way affect the meaning or construction
of any provision of this Credit Agreement.

11.9 Defaulting Lender. Each Lender understands and agrees that if such Lender
is a Defaulting Lender then it shall not be entitled to vote on any matter
requiring the consent of the Required Lenders or to object to any matter
requiring the consent of all the Lenders; provided, however, that (a) any
Defaulting Lender shall be entitled to vote on any matters set forth in clause
(d) of Section 11.6 (or the amendment of such clause) or any amendment or
modification to this Section 11.9 and (b) all other benefits and obligations
under the Credit Documents shall apply to such Defaulting Lender.

11.10 Survival of Indemnification and Representations and Warranties. All
indemnities set forth herein and all representations and warranties made herein
shall survive the execution and delivery of this Credit Agreement, the making of
the Loans, and the repayment of the Loans and other obligations and the
termination of the Commitments hereunder.

11.11 GOVERNING LAW. THIS CREDIT AGREEMENT AND THE OTHER CREDIT DOCUMENTS AND
THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER AND THEREUNDER SHALL BE
GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK, AND THE PARTIES HERETO CONSENT TO SUCH GOVERNANCE,
CONSTRUCTION AND INTERPRETATION UNDER THE LAWS OF THE STATE OF NEW YORK.

11.12 WAIVER OF JURY TRIAL; WAIVER OF CONSEQUENTIAL DAMAGES. (a) EACH OF THE
PARTIES TO THIS CREDIT AGREEMENT HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY
JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO
THIS CREDIT AGREEMENT, ANY OF THE OTHER CREDIT DOCUMENTS OR THE TRANSACTIONS
CONTEMPLATED HEREBY AND THEREBY.

                  (b) The Borrower agrees that the Administrative Agent, any
Lender, any of their Affiliates and their respective officers, directors,
employees, representatives, agents and attorneys-in-fact (each, an "Indemnified
Party") shall not have any liability for any indirect or consequential damages
arising out of, related to or in connection with the Credit Documents except to
the extent such damages were caused by reason of gross negligence or willful
misconduct on the part of such Indemnified Party.

11.13 Time. All references to time herein shall be references to Eastern
Standard Time or Eastern Daylight time, as the case may be, unless specified
otherwise.

11.14 Severability. If any provision of any of the Credit Documents is
determined to be illegal, invalid or unenforceable, such provision shall be
fully severable and the remaining provisions shall remain in full force and
effect and shall be construed without giving effect to the illegal, invalid or
unenforceable provisions.

11.15 Entirety. This Credit Agreement together with the other Credit Documents
represent the entire agreement of the parties hereto and thereto, and supersede
all prior agreements and understandings, oral or written, if any, including any
commitment letters or correspondence relating to the Credit Documents or the
transactions contemplated herein and therein.

11.16 Confidentiality. Each Lender agrees that it will use its reasonable best
efforts to keep confidential and to cause any representative designated under
Section 7.10 to keep confidential any non-public information from time to time
supplied to it under or in connection with any Credit Document including,
without limitation, any such information furnished to a Lender prior to or in
connection with its entry into any Credit Document (the "Information");
provided, however, that nothing herein shall affect the disclosure of any such
Information to (a) the extent such Lender in good faith believes such disclosure
is required by statute, rule, regulation or judicial process, (b) the extent
requested by any regulatory authority having jurisdiction over such Lender
(including any self-regulatory authority, such as the National Association of
Insurance Commissioners) which has been notified of the confidential nature of
such Information, (c) counsel for such Lender or to its accountants, (d) bank
examiners or auditors or comparable Persons, (e) any Affiliate of such Lender,
(f) (i) any other Lender, (ii) any assignee, transferee or participant or (iii)
any potential assignee, transferee or participant of all or any portion of any
Lender's rights under this Credit Agreement, in each case, who is notified of
the confidential nature of the Information and agrees to be bound by this
provision or provisions reasonably comparable hereto or (g) any other Person in
connection with any litigation to which any one or more of the Lenders is a
party; and provided further that no Lender shall have any obligation under this
Section 11.16 to the extent any such Information becomes available on a
non-confidential basis from a source other than the Borrower or its Subsidiaries
or that any Information becomes publicly available other than by a breach of
this Section 11.16. Each Lender agrees it will use all confidential Information
exclusively for the purpose of evaluating, monitoring, selling, protecting or
enforcing its Loans and other rights under the Credit Documents.

11.17 Binding Effect. (a) This Credit Agreement shall become effective when it
shall have been executed by the Borrower, each Lender and the Agents, and
thereafter this Credit Agreement shall be binding upon and inure to the benefit
of the Borrower, each Lender and the Agents, together with their respective
successors and assigns. Nothing in this Credit Agreement, expressed or implied,
shall be construed to confer upon any Person (other than the parties hereto,
their successors and assigns permitted hereby and, to the extent expressly
contemplated hereby, the indemnified parties hereunder) any legal or equitable
right, remedy or claim under or by reason of this Credit Agreement.

(b) This Credit Agreement shall be a continuing agreement and shall remain in
full force and effect until all Loans, interest, fees and other Borrower
Obligations have been paid in full and all Commitments have been terminated.
Upon termination, the Borrower shall have no further obligations (other than the
indemnification provisions that survive) under the Credit Documents; provided
that, should any payment, in whole or in part, of the Borrower Obligations be
rescinded or otherwise required to be restored or returned by the Administrative
Agent or any Lender, whether as a result of any proceedings in bankruptcy or
pursuant to court order, then the Credit Documents shall automatically be
reinstated and all amounts required to be restored or returned, and all costs
and expenses incurred by the Administrative Agent or any Lender in connection
therewith shall be deemed included as part of the Borrower Obligations.

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

11.19 Jurisdiction, Etc. (a) Each of the parties hereto hereby irrevocably and
unconditionally submits, for itself and its property, to the nonexclusive
jurisdiction of any New York State court or federal court of the United States
of America sitting in New York City, and any appellate court from any thereof,
in any action or proceeding arising out of or relating to this Credit Agreement
or any of the other Credit Documents to which it is a party, or for recognition
or enforcement of any judgment, and each of the parties hereto hereby
irrevocably and unconditionally agrees that all claims in respect of any such
action or proceeding may be heard and determined in any such New York State
court or, to the fullest extent permitted by law, in such federal court. Each of
the parties hereto agrees that a final judgment in any such action or proceeding
shall be conclusive and may be enforced in other jurisdictions by suit on the
judgment or in any other manner provided by law. Nothing in this Credit
Agreement shall affect any right that any party may otherwise have to bring any
action or proceeding relating to this Credit Agreement or any of the other
Credit Documents in the courts of any jurisdiction.

(b) Each of the parties hereto irrevocably and unconditionally waives, to the
fullest extent it may legally and effectively do so, any objection that it may
now or hereafter have to the laying of venue of any suit, action or proceeding
arising out of or relating to this Credit Agreement or any of the other Credit
Documents to which it is a party in any New York State or federal court. Each of
the parties hereto hereby irrevocably waives, to the fullest extent permitted by
law, the defense of an inconvenient forum to the maintenance of such action or
proceeding in any such court.

                            [Signature pages follow.]


<PAGE>




         Each of the parties hereto has caused a counterpart of this Credit
Agreement to be duly executed and delivered as of the date first above written.

                    SOUTHERN POWER COMPANY,
                              as Borrower


                              By:      /s/ Michael W. Southern
                                  ------------------------------------
                                  Name: Michael W. Southern

                   Title:   Senior Vice President and Chief Financial Officer


<PAGE>





                           CITIBANK, N.A.,
                            as Administrative Agent


                    By:      /s/ Judith Green
                        ----------------------------------------
                    Name:    Judith Green

               Title: Vice President


<PAGE>



                                      THE BANK OF TOKYO-MITSUBISHI, LTD.,

                                      NEW YORK BRANCH,
                                      as Issuing Bank

                                      By:      /s/ Linda Tam

                                      Name:    Linda Tam

                           Title: Authorized Signatory


<PAGE>



                        CITIBANK, N.A.,
                        as Lender


                        By:      /s/ Judith Green
                            ----------------------------------------
                        Name:    Judith Green

                           Title: Vice President


<PAGE>



                        THE BANK OF TOKYO-MITSUBISHI, LTD.,

                        NEW YORK BRANCH,
                        as Lender

                        By:      /s/ Linda Tam

                               Name:    Linda Tam

                           Title: Authorized Signatory


<PAGE>



                             BAYERISCHE LANDESBANK,

                                 as Lender

                                 By:      /s/ Dietmar Rieg
                                     ----------------------------------------
                                 Name:    Dietmar Rieg

                          Title: Senior Vice President

                            By:      /s/ Norman McClave
                                ---------------------------------------------
                              Name: Norman McClave

                           Title: First Vice President


<PAGE>


                              ING CAPITAL LLC,
                              as Lender

                              By:      /s/ Ann E. Sutton
                                  ----------------------------------------
                                 Name: Ann E. Sutton

                              Title:   Associate

                              By:      /s/ Erwin Thomet
                                  ----------------------------------------
                              Name:    Erwin Thomet

                                 Title: Managing Director


<PAGE>


                KBC BANK, N.V.,
                as Lender

                By:      /s/ Dennis A. Graham
                    -------------------------------------------------
                   Name: Dennis A. Graham

                   Title: First Vice President


<PAGE>


              BARCLAYS BANK PLC,
              as Lender

              By:      /s/ Gary B. Wenslow
                  -------------------------------------------------
                 Name: Gary B. Wenslow

                 Title: Associate Director


<PAGE>


                             HSBC BANK USA, NATIONAL ASSOCIATION, as Lender


                             By:      /s/ Jose Aldeanueva
                                    -------------------------------------------
                              Name: Jose Aldeanueva

                              Title: Vice President


<PAGE>


                           JPMORGAN CHASE BANK, N.A.,

                             as Lender

                             By:      /s/ Peter M. Ling
                                 ----------------------------------------
                               Name: Peter M. Ling

                            Title: Managing Director


<PAGE>


                          MIZUHO CORPORATE BANK, LTD.,

                                    as Lender

                                    By:      /s/ Mark Gronich
                                        --------------------------------------
                                    Name:    Mark Gronich

                          Title: Senior Vice President


<PAGE>


                            THE BANK OF NOVA SCOTIA,

                               as Lender

                               By:      /s/ Thane Rattew
                                   ----------------------------------------
                               Name:    Thane Rattew

                            Title: Managing Director


<PAGE>


                                  SCOTIABANC INC.,
                                  as Lender

                                  By:      /s/ William E. Zarrett
                                      ----------------------------------------
                            Name: William E. Zarrett

                            Title: Managing Director


<PAGE>


                                WACHOVIA BANK, N.A.,
                                as Lender

                                By:      /s/ Lawrence P. Sullivan
                                    --------------------------------------
                           Name: Lawrence P. Sullivan

                                 Title:   Director


<PAGE>


                             BANK OF AMERICA, N.A.,

                                as Lender

                                By:      /s/ Daryl Patterson
                                    ------------------------------------------
                              Name: Daryl Patterson

                          Title: Senior Vice President


<PAGE>


                                 SANPAOLO IMI, S.P.A.,
                                 as Lender

                                 By:      /s/ Renato Carducci
                                     -----------------------------------------
                              Name: Renato Carducci

                             Title: General Manager

                                By:      /s/ Glen Binder
                                    ---------------------------------------
                                Name:    Glen Binder

                              Title: Vice President