Exhibit 10-98.2



















                           CENTRAL MAINE POWER COMPANY


                                CREDIT AGREEMENT


                          Dated as of December 15, 1998


                        BANKBOSTON, N.A., Managing Agent

                      THE BANK OF NEW YORK, Managing Agent
















<TABLE>
<S>        <C>                                                                                                 <C>

                                     
                                TABLE OF CONTENTS

                                                                                                               Page

1.       Definitions; Certain Rules of Construction...............................................................1
2.       The Credits.............................................................................................18
         2.1.     [Reserved].....................................................................................18
         2.2.     364-Day Revolving Credit.......................................................................18
                  2.2.1.  364-Day Revolving Loan.................................................................18
                  2.2.2.   Maximum Amount of 364-Day Revolving Credit............................................19
                  2.2.3.   Borrowing Requests....................................................................19
                  2.2.4.   364-Day Revolving Notes...............................................................19
         2.3.     Competitive Auction Facility Credit............................................................19
                  2.3.1.   Request by the Company................................................................20
                  2.3.2.   Dissemination of Requests for Bids for Competitive Auction Facility
                            Loans................................................................................20
                  2.3.3.   Bids for Competitive Auction Facility Loans...........................................21
                  2.3.4.   Acceptance of Bids by the Borrower....................................................21
                  2.3.5.   Funding by the New York Managing Agent; Competitive Auction
                            Facility Loan Account, etc...........................................................22
                  2.3.6.   Prepayments in Respect of Competitive Auction Facility Loans..........................23
         2.4.     Application of Proceeds........................................................................23
                  2.4.1.  [Reserved].............................................................................24
                  2.4.2.   364-Day Revolving Loan................................................................24
                  2.4.3.   Competitive Auction Facility Loan.....................................................24
                  2.4.4.   Specifically Prohibited Applications..................................................24
         2.5.     Nature of Obligations of Lenders to Make Extensions of Credit..................................24
                  2.5.1.   Revolving Loans.......................................................................24
                  2.5.2.   Competitive Auction Facility Loans....................................................24
         2.6.     Extension of Final Maturity Date of the Revolving Loan.........................................24
                  2.6.1.  [Reserved].............................................................................24
                  2.6.2.   364-Day Final Maturity Date...........................................................25
3.       Interest; Eurodollar Pricing Options; Fees..............................................................25
         3.1.     Interest on Revolving Loan.....................................................................25
         3.2.     Interest on Competitive Auction Facility Loans.................................................25
         3.3.     Eurodollar Pricing Options.....................................................................25
                  3.3.1.   Election of Eurodollar Pricing Options................................................25
                  3.3.2.   Notice to Lenders and Company.........................................................26
                  3.3.3.   Selection of Eurodollar Interest Periods..............................................26
                  3.3.4.   Additional Interest...................................................................27
                  3.3.5.   Violation of Legal Requirements.......................................................27
                  3.3.6.   Funding Procedure.....................................................................27
         3.4.     Facility Fees..................................................................................28
         3.5.     Changes in Circumstances; Yield Protection.....................................................28
                  3.5.1.   Reserve Requirements, etc.............................................................28
                  3.5.2.   Taxes.................................................................................28
                  3.5.3.   Capital Adequacy......................................................................29
                  3.5.4.   Regulatory Changes....................................................................29
                  3.5.5.   Compensation Claims...................................................................29
                  3.5.6.   Mitigation............................................................................30
         3.6.     Computations of Interest and Fees..............................................................30
4.       Payment.................................................................................................30
         4.1.     Payment at Maturity............................................................................30
         4.2.     Contingent Required Prepayments for Excess Credit Exposure.....................................31
         4.3.     Voluntary Prepayments..........................................................................31
         4.4.     Reborrowing; Application of Payments, etc......................................................31
                  4.4.1.   Reborrowing...........................................................................31
                  4.4.2.   Order of Application..................................................................31
                  4.4.3.   Payments for Lenders..................................................................31
5.       Conditions to Extending Credit..........................................................................31
         5.1.     Conditions on Initial Closing Date.............................................................32
                  5.1.1.  Officer's Certificate..................................................................32
                  5.1.2.  Revolving Notes........................................................................32
                  5.1.3.  Commitment Fee.........................................................................32
                  5.1.4.  Legal Opinions.........................................................................32
                  5.1.5.  [Reserved].............................................................................32
                  5.1.6.  Maine Public Utilities Commission......................................................32
                  5.1.7.  Proper Proceedings.....................................................................33
                  5.1.8.  General................................................................................33
         5.2.     Conditions to Each Extension of Credit.........................................................33
                  5.2.1.  Bring-Down of Representations and Warranties...........................................33
                  5.2.2.  Material Adverse Change................................................................33
                  5.2.3.  Legality, etc..........................................................................34
6.       General Covenants.......................................................................................34
         6.1.     Taxes and Other Charges; Accounts Payable......................................................34
                  6.1.1.  Taxes and Other Charges................................................................34
                  6.1.2.  Accounts Payable.......................................................................34
         6.2.     Conduct of Business, etc.......................................................................35
                  6.2.1.  Types of Business......................................................................35
                  6.2.2.  Maintenance of Properties..............................................................35
                  6.2.3.  Statutory Compliance...................................................................35
                  6.2.4.  General and Refunding Mortgage Indenture...............................................36
                  6.2.5.  More Favorable Provisions..............................................................36
         6.3.     Insurance......................................................................................36
         6.4.     Financial Statements and Reports...............................................................37
                  6.4.1.   Annual Reports........................................................................37
                  6.4.2.   Quarterly Reports.....................................................................38
                  6.4.3.   Other Reports.........................................................................38
                  6.4.4.   Notice of Litigation, Defaults, etc...................................................39
                  6.4.5.   ERISA Reports.........................................................................39
                  6.4.6.   Other Information; Audit..............................................................40
         6.5.     Certain Financial Tests........................................................................40
                  6.5.1.   Consolidated Net Worth................................................................40
                  6.5.2.   Common Stock Investment to Total Capitalization.......................................41
                  6.5.3.   Consolidated EBIT to Consolidated Interest Expense....................................41
         6.6.     Indebtedness...................................................................................41
         6.7.     Guarantees.....................................................................................42
         6.8.     Liens..........................................................................................43
         6.9.     Certain Investments............................................................................46
         6.10.    Asset Dispositions and Mergers.................................................................46
         6.11.    Negative Pledge Clauses........................................................................46
         6.12.    ERISA..........................................................................................47
         6.13.    Environmental Laws.............................................................................47
                  6.13.1.   Compliance with Law and Permits......................................................47
                  6.13.2.   Notice of Claims, etc................................................................47
         6.14.    Distributions..................................................................................47
7.       Representations and Warranties..........................................................................47
         7.1.     Organization and Business......................................................................48
                  7.1.1.   The Company...........................................................................48
                  7.1.2.   Subsidiaries..........................................................................48
                  7.1.3.   Qualification.........................................................................48
                  7.1.4.   Capitalization........................................................................48
         7.2.     Financial Statements and Other Information; Material Agreements................................48
                  7.2.1.   Financial Statements and Other Information............................................48
                  7.2.2.   Material Agreements...................................................................49
         7.3.     Agreements Relating to Financing Debt..........................................................49
         7.4.     Changes in Condition...........................................................................50
         7.5.     Title to Assets................................................................................50
         7.6.     Operations in Conformity With Law, etc.........................................................50
         7.7.     Litigation.....................................................................................50
         7.8.     Authorization and Enforceability...............................................................50
         7.9.     No Legal Obstacle to Agreements................................................................51
         7.10.    Defaults.......................................................................................51
         7.11.    Licenses, etc..................................................................................52
         7.12.    Tax Returns....................................................................................52
         7.13.    Certain Business Representations...............................................................52
                  7.13.1.   Labor Relations......................................................................52
                  7.13.2.   Burdensome Obligations...............................................................52
         7.14.    Environmental Regulations......................................................................52
                  7.14.1.   Environmental Compliance.............................................................52
                  7.14.2.   Environmental Litigation.............................................................53
                  7.14.3.   Hazardous Material...................................................................53
         7.15.    Pension Plans..................................................................................54
         7.16.    Foreign Trade Regulations; Government Regulation; Margin Stock.................................54
                  7.16.1.   Foreign Trade Regulations............................................................54
                  7.16.2.   Government Regulation................................................................54
         7.17.    Disclosure.....................................................................................54
8.       Defaults................................................................................................54
         8.1.     Events of Default..............................................................................54
                  8.1.1.   Payment...............................................................................54
                  8.1.2.   Specified Covenants...................................................................55
                  8.1.3.   Other Covenants.......................................................................55
                  8.1.4.   Representations and Warranties........................................................55
                  8.1.5.   Cross Default, etc....................................................................55
                  8.1.6.   Enforceability, etc...................................................................56
                  8.1.7.   Judgments.............................................................................56
                  8.1.8.   ERISA.................................................................................56
                  8.1.9.   Bankruptcy, etc.......................................................................56
         8.2.     Certain Actions Following an Event of Default..................................................57
                  8.2.1.   Terminate Obligation to Extend Credit.................................................57
                  8.2.2.   Specific Performance; Exercise of Rights..............................................57
                  8.2.3.   Acceleration..........................................................................58
                  8.2.4.   Enforcement of Payment; Credit Security; Setoff.......................................58
                  8.2.5.   Cumulative Remedies...................................................................58
         8.3.     Annulment of Defaults..........................................................................58
         8.4.     Waivers........................................................................................58
9.       Expenses; Indemnity.....................................................................................59
         9.1.     Expenses.......................................................................................59
         9.2.     General Indemnity..............................................................................59
10.      Operations; Managing Agents.............................................................................60
         10.1.    Interests in Credits...........................................................................60
         10.2.    Roles of Managing Agents.......................................................................60
         10.3.    Managing Agents' Authority to Act, etc.........................................................60
         10.4.    Company to Pay New York Managing Agent, etc....................................................60
         10.5.    Lender Operations for Advances, etc............................................................61
                  10.5.1.   Advances.............................................................................61
                  10.5.2.   New York Managing Agent to Allocate Payments, etc....................................61
                  10.5.3.   Delinquent Lenders; Nonperforming Lenders............................................62
         10.6.    Sharing of Payments, etc.......................................................................62
         10.7.    Amendments, Consents, Waivers, etc.............................................................63
         10.8.    Managing Agent's Resignation...................................................................64
         10.9.    Concerning the Managing Agents.................................................................65
                  10.9.1.   Action in Good Faith, etc............................................................65
                  10.9.2.   No Implied Duties, etc...............................................................65
                  10.9.3.   Validity, etc........................................................................65
                  10.9.4.   Compliance...........................................................................65
                  10.9.5.   Employment of Agents and Counsel.....................................................66
                  10.9.6.   Reliance on Documents and Counsel....................................................66
                  10.9.7.   Managing Agents' Reimbursement.......................................................66
         10.10.   Rights as a Lender.............................................................................66
         10.11.   Independent Credit Decision....................................................................67
         10.12.   Indemnification................................................................................67
11.      Successors and Assigns; Lender Assignments and Participations...........................................67
         11.1.    Assignments by Lenders.........................................................................68
                  11.1.1.   Assignees and Assignment Procedures..................................................68
                  11.1.2.   Terms of Assignment and Acceptance...................................................69
                  11.1.3.   Register.............................................................................70
                  11.1.4.   Acceptance of Assignment and Assumption..............................................70
                  11.1.5.   Federal Reserve Bank.................................................................70
                  11.1.6.   Further Assurances...................................................................70
         11.2.    Credit Participants............................................................................70
         11.3.    Replacement of Lender..........................................................................71
12.      Confidentiality.........................................................................................72
13.      Foreign Lenders.........................................................................................73
14.      Notices.................................................................................................74
15.      Course of Dealing; Amendments and Waivers...............................................................74
16.      No Strict Construction..................................................................................75
17.      Defeasance..............................................................................................75
18.      Venue; Service of Process...............................................................................75
19.      WAIVER OF JURY TRIAL....................................................................................76
20.      General.................................................................................................76
</TABLE>


                                                     EXHIBITS


2.2.4    -  Form of  364-Day Revolving Note

2.3.1    -  Form of  Competitive Auction Facility Loan Bid Request

2.3.2    -  Form of  Invitation to Bid on Competitive Auction Facility Loan

2.3.3A   -  Form of  Competitive Auction Facility Loan Bid

2.3.3B   -  Form of  List of Competitive Auction Facility Loan Bids

2.3.4A   -  Form of  List of Acceptances and Non-Acceptances of Competitive
            Auction Facility Loan Bids

2.3.4B   -  Form of  Acceptance of Competitive Auction Facility Loan Bid

2.3.4C   -  Form of  Non-Acceptance of Competitive Auction Facility Loan Bid

2.3.4D   -  Form of  Notice of Competitive Auction Facility Loan

2.3.5    -  Form of  Competitive Auction Facility Note

5.1.1    -  Form of  Officer's Certificate

7.2.2    -  Material Agreements

7.3      -  Financing Debt

10.1     -  Percentage Interests

11.1.1   -  Form of  Assignment and Acceptance


<PAGE>




                           CENTRAL MAINE POWER COMPANY

                                CREDIT AGREEMENT


         This  Agreement,  dated as of December 15, 1998, is among Central Maine
Power Company, a Maine corporation,  the Lenders from time to time party hereto,
BankBoston,  N.A., both in its capacity as a Lender and in its capacity as agent
for itself and the other Lenders, and The Bank of New York, both in its capacity
as a Lender and in its capacity as agent for itself and the other  Lenders.  The
parties agree as follows:

 . Certain  capitalized  terms are used in this Agreement and in the other Credit
Documents with the specific  meanings defined below in this Section 1. Except as
otherwise  explicitly  specified to the  contrary or unless the context  clearly
requires  otherwise,  (a) the capitalized  term "Section"  refers to sections of
this Agreement,  (b) the capitalized  term "Exhibit"  refers to exhibits to this
Agreement,  (c)  references  to a  particular  Section  include all  subsections
thereof,  (d) the word  "including"  shall be  construed as  "including  without
limitation",  (e) accounting terms not otherwise defined herein have the meaning
provided  under GAAP,  (f)  references  to a  particular  statute or  regulation
include  all  rules  and  regulations  thereunder  and  any  successor  statute,
regulation  or  rules,  in  each  case as from  time to time in  effect  and (g)
references to a particular  Person include such Person's  successors and assigns
to the extent not prohibited by this  Agreement and the other Credit  Documents.
References to "the date hereof" mean the date first set forth above.

         1.1.       "Affected Lender" is defined in Section 11.3.

         1.2.  "Affiliate"  means,  with  respect to the  Company  (or any other
specified  Person),  any  other  Person  directly  or  indirectly   controlling,
controlled  by or under direct or indirect  common  control with the Company (or
such specified Person), and shall include (a) any officer or director or general
partner of the  Company (or such  specified  Person) and (b) any Person of which
the Company (or such  specified  Person) or any  Affiliate (as defined in clause
(a)  above)  of the  Company  (or such  specified  Person)  shall,  directly  or
indirectly,  beneficially own either (i) at least 10% of the outstanding  equity
securities  having the general  power to vote or (ii) at least 10% of all equity
interests.

     1.3.  "Agreement" means this Credit Agreement as from time to time amended,
modified and in effect.

     1.4.  "Applicable  Margin" means on each day  three-quarters of one percent
(.75%) per annum.

     1.5. "Applicable Rate" means, at any date, the sum of:

          (a) (i) with respect to each portion of the Revolving  Loan subject to
          a Eurodollar Pricing Option, the sum of the Applicable Margin plus the
          Eurodollar Rate with respect to such Eurodollar Pricing Option;



          (ii) with respect to each other  portion of the  Revolving  Loan,  the
     Base Rate;

         plus       (b) an  additional  2%  effective  on the day  the New  York
                    Managing  Agent notifies the Company that the interest rates
                    hereunder are  increasing as a result of the  occurrence and
                    continuance of an Event of Default under Section 8.1.1 until
                    the  earlier of such time as (i) such Event of Default is no
                    longer continuing or (ii) such Event of Default is deemed no
                    longer to exist, in each case pursuant to Section 8.3.

         1.6.       "Assignee" is defined in Section 11.1.1.

         1.7.       "Assignment and Acceptance" is defined in Section 11.1.1.

         1.8.       "BankBoston" means BankBoston, N.A.

         1.9.       "Bank of New York" means The Bank of New York.

         1.10. "Banking Day" means any day other than Saturday,  Sunday or a day
on which banks in Portland, Maine, New York, New York and Boston,  Massachusetts
are authorized or required by law or other governmental  action to close and, if
such term is used with  reference to a  Eurodollar  Pricing  Option,  any day on
which dealings are effected in the Eurodollars in question by first-class  banks
in the inter-bank Eurodollar markets in London, England.

         1.11.      "Bankruptcy Code" means Title 11 of the United States Code.

          1.12.  "Bankruptcy  Default" means an Event of Default  referred to in
     Section 8.1.9.

         1.13.  "Base Rate" means,  on any date,  the greater of (a) the rate of
interest  announced  by Bank of New York at the New York Office as its Base Rate
or (b) the sum of 1/2% plus the Federal Funds Rate.

         1.14.  "Base Rate  Advances"  means  advances under a Revolving Loan on
which the applicable rate of interest is the Base Rate.

          1.15.  "Boston  Managing Agent" means  BankBoston in its capacity as a
     Managing Agent hereunder.

         1.16.  "By-laws"  means  all  written  by-laws  and all  other  similar
constituent  documents  relating  to  the  management,  governance  or  internal
regulation  of any  Person  other than an  individual,  or  interpretive  of the
Charter of such Person, all as from time to time in effect.

         1.17.  "Capitalized  Lease"  means any lease  which is  required  to be
capitalized  on the  balance  sheet  of the  lessee  in  accordance  with  GAAP,
including to the extent  applicable  Statement  Nos. 13 and 98 of the  Financial
Accounting Standards Board.

         1.18. "Capitalized Lease Obligations" means the amount of the liability
reflecting  the  aggregate  discounted  amount  of  future  payments  under  all
Capitalized  Leases calculated in accordance with GAAP,  including to the extent
applicable Statement Nos. 13 and 98 of the Financial Accounting Standards Board.

         1.19.      "Cash Equivalents" means:

                    (a)  negotiable   certificates  of  deposit,  time  deposits
         (including  sweep accounts),  demand deposits and bankers'  acceptances
         having a  maturity  of nine  months or less and  issued  by any  United
         States financial  institution  having capital and surplus and undivided
         profits aggregating at least $100,000,000 and rated at least Prime-1 by
         Moody's or A-1 by S&P or issued by any Lender or Affiliate thereof;

                    (b) corporate  obligations  having a maturity of nine months
         or less and rated at least  Prime-1  by Moody's or A-1 by S&P or issued
         by any Lender;

                    (c) any direct obligation of the United States of America or
         any agency or instrumentality  thereof, or of any state or municipality
         thereof,  (i) which has a remaining maturity at the time of purchase of
         not more than one year or which is  subject to a  repurchase  agreement
         with  any  Lender  or  Affiliate   thereof  (or  any  other   financial
         institution  referred  to in clause (a) above)  exercisable  within one
         year  from  the  time  of  purchase  and  (ii)  which,  in the  case of
         obligations  of any  state  or  municipality,  is  rated at least Aa by
         Moody's or AA by S&P;

                    (d) any mutual fund or other pooled investment vehicle rated
         at  least Aa by  Moody's  or AA by S&P  which  invests  principally  in
         obligations described above; and

                    (e) any  Investment  by a  Foreign  Subsidiary  in its local
         jurisdiction comparable to the items described above.

     1.20.  "CERCLA"  means the federal  Comprehensive  Environmental  Response,
Compensation and Liability Act of 1980.

         1.21. "CERCLIS" means the federal Comprehensive  Environmental Response
Compensation  Liability  Information  System  List (or any  successor  document)
issued under CERCLA.

         1.22.  "Charter"  means the articles of  organization,  certificate  of
incorporation,  statute,  constitution,  joint  venture  agreement,  partnership
agreement, trust indenture, limited liability company agreement or other charter
document of any Person  other than an  individual,  each as from time to time in
effect.

         1.23. "Closing Date" means the Initial Closing Date and each other date
on which any  extension  of  credit  is made  pursuant  to  Section  2.2 and the
Competitive Auction Facility Loan Closing Dates.

          1.24.  "Code"  means the federal  Internal  Revenue  Code of 1986,  as
amended.

         1.25.  "Commitment"  means,  with respect to any Lender,  such Lender's
obligations  to extend the  credits  contemplated  by  Section  2. The  original
Commitments  are set  forth in  Exhibit  10.1 and the  current  Commitments  are
recorded from time to time in the Register.

     1.26."Company" means Central Maine Power Company, a Maine corporation.

     1.27. "Competitive Auction Facility Loan" is defined in Section 2.3.

     1.28.  "Competitive  Auction  Facility Loan Accounts" is defined in Section
2.3.5.

     1.29.  "Competitive  Auction  Facility  Loan  Closing  Date" is  defined in
Section 2.3.1.

     1.30.  "Competitive Auction Facility Loan Interest Payment Date" is defined
in Section 2.3.1.

     1.31.  "Competitive  Auction  Facility  Loan  Maturity  Date" is defined in
Section 2.3.1.

     1.32. "Competitive Auction Facility Note" is defined in Section 2.3.5.

     1.33. "Competitive Auction Facility Rates" is defined in Section 2.3.3.

     1.34.  "Consolidated" and "Consolidating",  when used with reference to any
term,  mean  that term as  applied  to the  accounts  of the  Company  (or other
specified  Person)  and all of its  Subsidiaries  (or other  specified  group of
Persons),  or such of its  Subsidiaries  as may be specified,  consolidated  (or
combined) or  consolidating  (or  combining),  as the case may be, in accordance
with  GAAP  and  with   appropriate   deductions   for  minority   interests  in
Subsidiaries.

         1.35.  "Consolidated  Current  Assets" means,  at any date, all amounts
carried  as  current  assets  on the  balance  sheet  of  the  Company  and  its
Subsidiaries determined in accordance with GAAP on a Consolidated basis.

         1.35A.  "Consolidated EBIT" means, for any period, the total of:

               (a)  Consolidated Net Income;

          plus (b) all  amounts  deducted in  computing  such  Consolidated  Net
               Income in respect of:

                           (i) interest on, and commitment fees with respect to,
                    Indebtedness  (including  payments in the nature of interest
                    under  Capitalized   Leases  and  Interest  Rate  Protection
                    Agreements),

                           (ii) taxes based upon or measured by net income, and

                           (iii) dividends on preferred stock.

         1.36.  "Consolidated  Interest  Expense"  means,  for any  period,  the
aggregate amount of interest,  including commitment fees, payments in the nature
of interest  under  Capitalized  Leases and net  payments  under  Interest  Rate
Protection Agreements, accrued by the Company and its Subsidiaries (whether such
interest is reflected as an item of expense or  capitalized)  in accordance with
GAAP on a Consolidated basis.

         1.37.  "Consolidated Net Income" means, for any period,  the net income
(or  loss)  applicable  to common  stock of the  Company  and its  Subsidiaries,
determined in accordance with GAAP on a Consolidated basis;  provided,  however,
that Consolidated Net Income shall not include:

                    (a) all amounts  included in  computing  such net income (or
         loss) in respect of (i) the  write-up of any asset after  December  31,
         1995 or (ii) the retirement of any  Indebtedness or equity at less than
         face value after December 31, 1995;

                    (b)   extraordinary and nonrecurring gains; and

                    (c) any after-tax  gains or losses  attributable to returned
surplus assets of any Plan.

         1.38.  "Consolidated  Net  Worth"  means,  at any  date,  the  total of
stockholders'  equity  of  the  Company  and  its  Subsidiaries   determined  in
accordance  with  GAAP  on  a  Consolidated  basis;   provided,   however,  that
Consolidated  Net Worth shall not include all amounts included in computing such
Consolidated  Net  Worth in  respect  of (i) the  write-up  of any  asset  after
December 31, 1995 or (ii) the retirement of any  Indebtedness  or equity at less
than face value after December 31, 1995.

         1.39.      [Reserved].

         1.40.      "Credit Documents" means:

                    (a)  this  Agreement,  the  Notes  and  each  Interest  Rate
         Protection Agreement provided by a Lender (or an Affiliate of a Lender)
         in connection  with this  Agreement and the Notes to the Company or any
         of its Subsidiaries, each as from time to time in effect;

                    (b) all financial statements,  reports, notices,  mortgages,
         assignments,  UCC financing  statements and  certificates  delivered to
         either of the  Managing  Agents or any of the Lenders by the Company or
         any of its Subsidiaries in connection herewith or therewith; and

                    (c) any other present or future agreement or instrument from
         time to time entered into among the Company or any of its Subsidiaries,
         on one hand, and the Managing  Agents or all the Lenders,  on the other
         hand,  relating to,  amending or modifying  this Agreement or any other
         Credit  Document  referred  to above or which is  stated to be a Credit
         Document, each as from time to time in effect.

         1.41. "Credit  Obligations"  means all present and future  liabilities,
obligations  and  Indebtedness  of the Company  owing to either of the  Managing
Agents or any Lender (or any Affiliate of a Lender) under or in connection  with
this Agreement or any other Credit Document, including obligations in respect of
principal,  interest,  reimbursement  obligations under Interest Rate Protection
Agreements provided by a Lender (or an Affiliate of a Lender) in connection with
this Agreement and the Notes,  Facility Fees,  amounts  provided for in Sections
3.3.4, 3.5 and 9 and other fees, charges,  indemnities and expenses from time to
time owing hereunder or under any other Credit Document (whether accruing before
or after a Bankruptcy Default).

         1.42.      "Credit Participant" is defined in Section 11.2.

         1.43.  "Default"  means any Event of Default and any event or condition
which with the  passage of time or giving of notice,  or both,  would  become an
Event of Default and the filing  against the Company or any of its  Subsidiaries
of a petition commencing an involuntary case under the Bankruptcy Code.

         1.44.      "Delinquency Period" is defined in Section 10.5.3.

         1.45.      "Delinquent Lender" is defined in Section 10.5.3.

         1.46.      "Delinquent Payment" is defined in Section 10.5.3.

         1.46A.     "Distribution" means, with respect to the Company:

                    (a)  the   declaration   or  payment  of  any   dividend  or
         distribution  on or in  respect  of any  shares of any class of capital
         stock of or other equity interests in the Company;

                    (b) the  purchase,  redemption  or other  retirement  of any
         shares of any class of capital stock of or other equity interest in the
         Company or of  options,  warrants or other  rights for the  purchase of
         such shares, directly, indirectly through a Subsidiary or otherwise;

                    (c) any other distribution on or in respect of any shares of
         any class of capital stock of or equity or other beneficial interest in
         the Company;

                    (d) any payment of principal or interest with respect to, or
         any  purchase,  redemption or  defeasance  of any  Indebtedness  of the
         Company   which  by  its  terms  or  the  terms  of  any  agreement  is
         subordinated to the payment of the Credit Obligations; and

                    (e) any  payment,  loan or advance by the Company to, or any
         other  Investment  by the  Company  in, the holder of any shares of any
         class of capital  stock of or equity  interest in the  Company,  or any
         Affiliate  of such  holder  (including  the payment of  management  and
         transaction fees and expenses);

provided,  however, that the term "Distribution" shall not include (i) dividends
payable in perpetual  common stock of or other similar  equity  interests in the
Company or (ii)  payments in the  ordinary  course of business in respect of (A)
reasonable compensation paid to employees,  officers and directors, (B) advances
and  reimbursements  to  employees  for travel  expenses,  drawing  accounts and
similar  expenditures,  or (C) rent paid to, or accounts  payable  for  services
rendered or goods sold by,  non-Affiliates  that own  capital  stock of or other
equity interests in the Company.

     1.46B.  "Distribution  Plant"  means,  with  respect  to the  Company,  the
distribution  assets of the Company as reported from time to time by the Company
to the Federal Energy Regulatory Commission on F.E.R.C. Form 1.

     1.47.  "Domestic  Subsidiary"  means any  Subsidiary  that is not a Foreign
Subsidiary.

         1.48. "Environmental Laws" means all applicable federal, state or local
statutes,  laws,  ordinances,  codes,  rules and regulations  (including consent
decrees and  administrative  orders)  relating  to public  health and safety and
protection of the environment, including OSHA.

         1.49. "Equity  Transaction" means any issuance by the Company or any of
its  Subsidiaries  to any Person  (other than the  Company's  or a  Subsidiary's
officers,  employees and  directors) of any shares of its capital  stock,  other
equity  interests or options,  warrants or other purchase rights to acquire such
capital stock or other equity interests.

     1.50. "ERISA" means the federal Employee  Retirement Income Security Act of
1974.

         1.51.  "ERISA Group Person" means the Company and any Person which is a
member of the  controlled  group or under common control with the Company within
the meaning of section 414 of the Code or section 4001(a)(14) of ERISA.

         1.52.  "Eurodollars"  means,  with  respect to any Lender,  deposits of
United States Funds in a non-United  States office or an  international  banking
facility of such Lender.

         1.53.  "Eurodollar  Basic  Reference  Rate" means,  for any  Eurodollar
Interest Period, the rate of interest at which Eurodollar  deposits in an amount
comparable to the Percentage  Interest of the Reference Lender in the portion of
the Revolving Loan as to which a Eurodollar  Pricing Option has been elected and
which have a term corresponding to the Eurodollar Interest Period are offered to
the Reference Lender by first-class  banks in the London  inter-bank  market for
deposits in United States dollars for delivery in immediately available funds at
the Eurodollar  Office on the first day of such  Eurodollar  Interest  Period as
determined by the Reference Lender at  approximately  10:00 a.m. (New York time)
two Banking Days prior to the date upon which such Eurodollar Interest Period is
to commence (which  determination  by the Reference Lender shall, in the absence
of manifest error, be conclusive).

         1.54.  "Eurodollar  Interest  Period"  means any  period,  selected  as
provided in Section 3.3.1,  of one, two, three or six months,  commencing on any
Banking  Day and ending on the  corresponding  date in the  subsequent  calendar
month so indicated (or, if such subsequent  calendar month has no  corresponding
date, on the last day of such subsequent  calendar  month);  provided,  however,
that subject to Section  3.3.3,  if any Eurodollar  Interest  Period so selected
would  otherwise  begin  or end on a date  which  is  not a  Banking  Day,  such
Eurodollar  Interest  Period shall  instead begin or end, as the case may be, on
the  immediately  preceding or  succeeding  Banking Day as determined by the New
York Managing Agent in accordance with the then current banking  practice in the
inter-bank  Eurodollar market with respect to deposits at the Eurodollar Office,
which  determination  by the New York  Managing  Agent shall,  in the absence of
manifest error, be conclusive.

     1.55. "Eurodollar Office" means a non-United States office or international
banking facility of Bank of New York.

         1.56.  "Eurodollar  Pricing Options" means the options granted pursuant
to Section  3.3.1 to have the  interest  on any  portion of the  Revolving  Loan
computed on the basis of a Eurodollar Rate.

         1.57.  "Eurodollar  Rate" for any Eurodollar  Interest Period means the
rate,  rounded  upward to the  nearest  1/100%,  obtained  by  dividing  (a) the
Eurodollar  Basic Reference Rate for such  Eurodollar  Interest Period by (b) an
amount equal to 1 minus the Eurodollar Reserve Rate; provided,  however, that if
at any time during such Eurodollar  Interest Period the Eurodollar  Reserve Rate
applicable to any outstanding  Eurodollar Pricing Option changes, the Eurodollar
Rate for such  Eurodollar  Interest  Period shall  automatically  be adjusted to
reflect  such  change,  effective  as of the date of such  change to the  extent
required by the Legal Requirement implementing such change.

         1.58.   "Eurodollar   Reserve  Rate"  means  the  stated  maximum  rate
(expressed  as a decimal) of all reserves  (including  any basic,  supplemental,
marginal or  emergency  reserve or any reserve  asset),  if any, as from time to
time in effect, required by any Legal Requirement to be maintained by any Lender
against (a) "Eurocurrency liabilities" as specified in Regulation D of the Board
of Governors of the Federal  Reserve  System  applicable to  Eurodollar  Pricing
Options, (b) any other category of liabilities that includes Eurodollar deposits
by  reference  to which the  interest  rate on  portions of the  Revolving  Loan
subject to Eurodollar Pricing Options is determined, (c) the principal amount of
or interest on any portion of the Revolving Loan subject to a Eurodollar Pricing
Option, to the extent that such reserves arise by reason of Eurodollar  funding,
or (d) any other  category  of  extensions  of  credit,  or other  assets,  that
includes  loans subject to a Eurodollar  Pricing  Option by a non-United  States
office of any of the Lenders to United  States  residents,  in each case without
the  benefits  of credits  for  prorations,  exceptions  or offsets  that may be
available to a Lender.

         1.59.      "Event of Default" is defined in Section 8.1.

     1.60.  "Exchange Act" means the federal Securities Exchange Act of 1934, as
amended.

     1.61.  "Facility Fee" means .25% per annum multiplied by the Maximum Amount
of 364-Day Revolving Credit.

     1.62.  "FAME Loan  Agreement"  means the Loan Agreement dated as of October
19, 1994  between  Finance  Authority  of Maine and the Company  relating to the
$79,300,000  Finance  Authority of Maine  Taxable  Electric  Rate  Stabilization
Revenue Notes, Series 1994A (Central Maine Power Company).

     1.63.  "Federal  Funds  Rate"  means,  for any day,  the rate  equal to the
weighted  average  (rounded  upward  to the  nearest  1/8%) of (a) the  rates on
overnight federal funds  transactions with members of the Federal Reserve System
arranged by federal funds brokers, (a) as such weighted average is published for
such day (or, if such day is not a Banking  Day, for the  immediately  preceding
Banking Day) by the Federal  Reserve Bank of New York or (b) if such rate is not
so published for such Banking Day,  quotations received by the New York Managing
Agent from three federal funds  brokers of recognized  standing  selected by the
New York Managing Agent.  Each  determination  by the New York Managing Agent of
the Federal Funds Rate shall, in the absence of manifest error, be conclusive.

     1.64. [Reserved]

     1.65. "Final Maturity Date" means the 364-Day Final Maturity Date.

     1.66.  "Financial Officer" of the Company (or other specified Person) means
its chief executive officer,  chief financial officer,  chief operating officer,
chairman,  president or treasurer,  or any of its vice presidents  whose primary
responsibility  is for  its  financial  affairs,  all of  whose  incumbency  and
signatures  have been certified to the Managing Agents by the secretary or other
appropriate attesting officer of the Company (or such specified Person).

     1.67.  "Financing  Debt" means each of the items  described  in clauses (a)
through  (f)  of  the  definition  of  the  term   "Indebtedness"  and,  without
duplication, any Guarantees of such items.

     1.68.  "Foreign  Subsidiary"  means each Subsidiary that is organized under
the laws of, and conducting its business primarily in a jurisdiction outside of,
the United States of America.

     1.69.  "Foreign  Trade  Regulations"  means (a) any act that  prohibits  or
restricts,  or empowers  the  President  or any  executive  agency of the United
States of America to prohibit or restrict,  exports to or financial transactions
with any foreign country or foreign  national,  (b) the regulations with respect
to certain  prohibited  foreign trade  transactions set forth at 22 C.F.R. Parts
120-130 and 31 C.F.R. Part 500 and (c) any order,  regulation or ruling relating
to any of the foregoing.

     1.70. "Funding Liability" means,  without  duplication,  (a) any Eurodollar
deposit  which was used (or deemed by  Section  3.3.6 to have been used) to fund
any portion of the Revolving Loan subject to a Eurodollar  Pricing  Option,  and
(b) any portion of the  Revolving  Loan subject to a Eurodollar  Pricing  Option
funded (or deemed by Section 3.3.6 to have been funded) with the proceeds of any
such Eurodollar deposit.

     1.71. "GAAP" means generally accepted accounting principles as from time to
time in effect,  including  the  statements  and  interpretations  of the United
States Financial Accounting Standards Board.

     1.72.  "General and  Refunding  Mortgage  Indenture"  means the General and
Refunding  Mortgage Indenture dated as of April 15, 1976 between the Company and
The First  National  Bank of Boston,  as trustee  (State  Street  Bank and Trust
Company,   successor   trustee),   as  currently  in  effect  and  as  hereafter
supplemented  and  amended in a manner  permitted  under  Section  6.2.4 and any
additional or substitute mortgage indenture permitted under Section 6.2.4.

     1.72A.   "Generating  Assets  Sale  Date"  means  the  date  on  which  the
non-nuclear  generating  assets of the Company are sold as  permitted by Section
6.10.4.

     1.73.  "Guarantee"  means,  with respect to the Company (or other specified
Person):

                    (a) any guarantee by the Company (or such specified  Person)
         of the payment or performance  of, or any contingent  obligation by the
         Company  (or such  specified  Person)  in respect  of the  complete  or
         partial payment of, any Indebtedness of any primary obligor;

                    (b) any other  arrangement  whereby  credit is extended to a
         primary  obligor  on the basis of any  promise  or  undertaking  of the
         Company (or such  specified  Person) in writing,  including any binding
         "comfort  letter" or "keep well  agreement"  written by the Company (or
         such specified Person),  to a creditor or prospective  creditor of such
         primary  obligor,  to (i) pay the Indebtedness of such primary obligor,
         (ii) purchase an obligation owed by such primary obligor, (iii) pay for
         the  purchase or lease of assets or services  regardless  of the actual
         delivery  thereof  or  (iv)  maintain  the  capital,  working  capital,
         solvency or general financial condition of such primary obligor; and

                    (c) payment  obligations,  whether contingent or matured, of
         the  Company  (or such  specified  Person)  with  respect to letters of
         credit,  bankers acceptances,  surety bonds, other financial guarantees
         and Interest Rate Protection Agreements,

in each case whether or not any of the  foregoing  are  reflected on the balance
sheet of the  Company  (or such  specified  Person)  or in a  footnote  thereto;
provided,  however, that the term "Guarantee" shall not include endorsements for
collection  or deposit in the  ordinary  course of  business.  The amount of any
Guarantee and the amount of Indebtedness  resulting from such Guarantee shall be
the maximum amount that the guarantor may become  obligated to pay in respect of
the obligations  (whether or not such obligations are outstanding at the time of
computation).

     1.74. "Hazardous Material" means any pollutant, toxic or hazardous material
or waste, including any "hazardous substance" or "pollutant" or "contaminant" as
defined in section 101(14) of CERCLA or any other Environmental Law or regulated
as toxic or hazardous under RCRA or any other Environmental Law.

     1.75. "Indebtedness" means all obligations, contingent or otherwise, of the
Company (or other specified Person) for:

                    (a)   borrowed money;

                    (b) indebtedness  evidenced by notes,  debentures or similar
instruments;

                    (c)   Capitalized Lease Obligations;

                    (d)  liabilities   classified  upon  the  balance  sheet  in
         accordance with GAAP representing the deferred purchase price of assets
         (other than ordinary trade accounts payable within six months after the
         incurrence thereof in the ordinary course of business);

                    (e) payment obligations, whether contingent or matured, with
         respect to  standby  letters of  credit,  bankers  acceptances,  surety
         bonds,   other  financial   guarantees  and  Interest  Rate  Protection
         Agreements,  in each case  supporting  Indebtedness  under  clauses (a)
         through (d) above (without duplication of other Indebtedness  supported
         or guaranteed thereby); and

                    (f) all Guarantees in respect of Indebtedness of others.

     1.76. "Indemnified Party" is defined in Section 9.2.

     1.77.  "Initial  Closing  Date" means  December 15, 1998 or such other date
agreed to by the Company and the Managing Agents.

     1.78.  "Interest Rate Protection  Agreement"  means any interest rate swap,
interest rate cap,  interest rate hedge or other  contractual  arrangement  that
converts variable interest rates into fixed interest rates, fixed interest rates
into  variable  interest  rates or other  similar  arrangements  with respect to
interest obligations.

     1.79.  "Investment"  means, with respect to the Company (or other specified
Person):

                    (a) any share of capital stock,  partnership or other equity
         interest,  evidence of  Indebtedness  or other  security  issued by any
         other Person;

                    (b)  any  loan,  advance  or  extension  of  credit  to,  or
         contribution to the capital of, any other Person;

                    (c)   any Guarantee of the Indebtedness of any other Person;

                    (d) any  acquisition  of all,  or any  division  or  similar
         operating  unit of,  the  business  of any other  Person or the  assets
         comprising such business, division or unit; and

                    (e) any other similar investment.

         The  investments  described  in the  foregoing  clauses (a) through (e)
shall be included in the term "Investment"  whether they are made or acquired by
purchase,   exchange,   issuance   of  stock  or   other   securities,   merger,
reorganization  or  any  other  method;   provided,   however,   that  the  term
"Investment"   shall  not  include  (i)  current  trade  and  customer  accounts
receivable  for property  leased,  goods  furnished or services  rendered in the
ordinary  course of business  and payable in  accordance  with  customary  trade
terms,  (ii) deposits,  advances or prepayments to suppliers for property leased
or licensed,  goods  furnished and services  rendered in the ordinary  course of
business,  (iii)  advances to  employees  for  relocation  and travel  expenses,
drawing  accounts  and  similar  expenditures,  (iv)  stock or other  securities
acquired in connection  with the  satisfaction or enforcement of Indebtedness or
claims due to the Company (or such specified Person) or as security for any such
Indebtedness  or claim or (v)  demand  deposits  in banks or  similar  financial
institutions.

         In determining the amount of outstanding Investments:

                    (A) the amount of any  Investment  shall be the cost thereof
         minus any returns of capital in cash on such Investment  (determined in
         accordance  with GAAP without  regard to amounts  realized as income on
         such Investment);

                    (B) the  amount of any  Investment  in respect of a purchase
         described in clause (d) above shall include the amount of any Financing
         Debt assumed in  connection  with such purchase or secured by any asset
         acquired  in  such  purchase  (whether  or not  any  Financing  Debt is
         assumed) or for which any Person that becomes a Subsidiary is liable on
         the date on which the securities of such Person are acquired; and

                    (C) no  Investment  shall be  increased  as the result of an
         increase in the undistributed  retained earnings of the Person in which
         the Investment was made or decreased as a result of an equity  interest
         in the losses of such Person.

     1.80. "Legal  Requirement" means any present or future requirement  imposed
upon any of the Lenders or the Company and its Subsidiaries by any law, statute,
rule, regulation,  directive,  order or decree (or any interpretation thereof by
courts or of  administrative  bodies) of the United  States of America,  or each
jurisdiction in which the Eurodollar Office is located or any state or political
subdivision  of  any  of  the  foregoing,  or  by  any  board,  governmental  or
administrative  agency,  central bank or monetary authority of the United States
of America,  each jurisdiction in which the Eurodollar Office is located, or any
political  subdivision of any of the  foregoing.  Any such law,  statute,  rule,
regulation,  directive,  order,  decree or interpretation  imposed on any of the
Lenders  not having  the force of law shall be deemed to be a Legal  Requirement
for purposes of Section 3 if such Lender  reasonably  believes  that  compliance
therewith is customary commercial practice.

     1.81. "Lender" means each of the Persons listed as lenders on the signature
page hereto,  including BankBoston and Bank of New York, each in its capacity as
a Lender,  and such  other  Persons  who may from time to time own a  Percentage
Interest in the Credit Obligations,  but the term "Lender" shall not include any
Credit Participant.

     1.82.  "Lien"  means,  with respect to the Company (or any other  specified
Person):

                    (a) any  lien,  encumbrance,  mortgage,  pledge,  charge  or
         security  interest  of any kind  upon any  property  or  assets  of the
         Company (or such  specified  Person),  whether  now owned or  hereafter
         acquired, or upon the income or profits therefrom;

                    (b) the  acquisition  of, or the  agreement to acquire,  any
         property or asset upon  conditional  sale or subject to any other title
         retention  agreement,  device or  arrangement  (including a Capitalized
         Lease); and

                    (c) the transfer of any tangible  property or assets,  other
         than in the ordinary  course of  business,  for the purpose of creating
         collateral for the payment of previously  outstanding  Indebtedness  in
         priority  to payment of the general  creditors  of the Company (or such
         specified Person).

     1.83.  "Loan" means,  collectively,  the Revolving Loan and the Competitive
Auction Facility Loans.

     1.84.  "Managing  Agents"  means  BankBoston  and Bank of New York in their
capacity  as  managing  agents  for the  Lenders  hereunder,  as  well as  their
successors and assigns in such capacity pursuant to Section 10.8.

     1.85. "Margin Stock" means "margin stock" within the meaning of Regulations
G, T, U or X of the Board of Governors of the Federal Reserve System.

     1.86. "Material Adverse Change" means, since any specified date or from the
circumstances  existing  immediately  prior to the  happening  of any  specified
event,  a material  adverse change in (a) the financial  condition,  operations,
properties  or financial or business  prospects of the Company (on an individual
basis) or the Company and its Subsidiaries (on a Consolidated basis), whether as
a result  of (i)  general  economic  conditions  affecting  the  electric  power
industry, (ii) difficulties in obtaining supplies and raw materials, (iii) fire,
flood or other natural calamities,  (iv) environmental pollution, (v) regulatory
changes,  judicial decisions, war or other governmental action or (vi) any other
event or development,  whether or not related to those  enumerated  above or (b)
the ability of the Company to perform its obligations under the Credit Documents
or (c) the rights and remedies of the Managing  Agents and the Lenders under the
Credit Documents.

     1.87.  "Material  Agreements"  means the  General  and  Refunding  Mortgage
Indenture,  the FAME Loan  Agreement and other  financing  documents  evidencing
Indebtedness permitted under Section 6.6.

     1.88.  "Maximum Amount of 364-Day  Revolving  Credit" is defined in Section
2.2.2.

     1.89. [Reserved]

     1.90. "Moody's" means Moody's Investors Service, Inc.

     1.91. "More Favorable Provision" is defined in Section 6.2.4.

     1.92.  "Multiemployer  Plan" means, at any date, a "multiemployer  plan" as
defined in section 4001(a)(3) of ERISA, to which contributions have been made or
are or were  required  to be made,  by any ERISA Group  Person  within six years
prior to such date.

     1.93.  "New York Managing Agent" means Bank of New York, in its capacity as
a Managing Agent hereunder.

     1.94.  "New York Office" means the principal  banking office of Bank of New
York in New York, New York.

     1.95. "1997 10-K" is defined in Section 7.2.1.

     1.96. "Nonperforming Lender" is defined in Section 10.5.3.

     1.97. "Notes" means  collectively,  the Revolving Notes and the Competitive
Auction Facility Notes.

     1.98. "OSHA" means the federal Occupational Safety and Health Act.

     1.99.  "Overdue  Reimbursement  Rate"  means,  at  any  date,  the  highest
Applicable Rate then in effect.

     1.100.  "Payment Date" means (a) the last Banking Day of each March,  June,
September  and  December  occurring  after the Initial  Closing Date and (b) the
Final Maturity Date.

     1.101.  "PBGC"  means  the  Pension  Benefit  Guaranty  Corporation  or any
successor entity.

     1.102.  "Percentage  Interest"  means  (a) at all  times  when no  Event of
Default under Section 8.1.1 and no Bankruptcy Default exists, the ratio that the
respective  Commitments  of the  Lenders  bear to the total  Commitments  of all
Lenders as from time to time in effect and reflected in the Register, and (b) at
all other times, the ratio that the respective amounts of the outstanding Credit
Obligations  owing to the  Lenders  in  respect of  extensions  of credit  under
Section 2 bear to the total outstanding Credit Obligations owing to all Lenders.

     1.103. "Performing Lender" is defined in Section 10.5.3.

     1.104.  "Person"  means  any  present  or  future  natural  person  or  any
corporation,  association,  partnership, joint venture, limited liability, joint
stock or  other  company,  business  trust,  trust,  organization,  business  or
government or any governmental agency or political subdivision thereof.

     1.105. "Plan" means, at any date, any pension benefit plan subject to Title
IV  of  ERISA,  other  than  a  Multiemployer  Plan,  maintained,  or  to  which
contributions  have been made or are  required  to be made,  by any ERISA  Group
Person within six years prior to such date.

     1.106.  "Pre-Closing  1934 Act Reports"  means the 1997 10-K, the Company's
Quarterly  Reports on Form 10-Q for the  quarters  ended  March 31,  June 30 and
September  30,  1998 and its  Reports on Form 8-K dated  January 6,  January 14,
January 30,  September 1 and November 17, 1998, each as furnished to the Lenders
prior to the date hereof.

     1.107. [Reserved]

     1.108. [Reserved]

     1.109. [Reserved]

     1.110. "RCRA" means the federal Resource  Conservation and Recovery Act, 42
U.S.C. ss. 6901, et seq.

     1.111. "Reference Lender" means Bank of New York.

     1.112. "Register" is defined in Section 11.1.3.

     1.113. "Reorganization Date" means September 1, 1998.

     1.114. "Replacement Lender" is defined in Section 11.3.

     1.115. "Request Date" is defined in Section 2.3.1.

     1.116.  "Required  Lenders" means,  with respect to any approval,  consent,
modification,  waiver or other action to be taken by the Managing  Agents or the
Lenders  under the  Credit  Documents  which  requires  action  by the  Required
Lenders,  such Lenders as own at least a majority of the  Percentage  Interests;
provided,  however,  that with respect to any matters referred to in the proviso
to  Section  10.7,  Required  Lenders  means  such  Lenders  as own at least the
respective portions of the Percentage Interests required by Section 10.7.

     1.117. "Revolving Loan" means the 364-Day Revolving Loan.

     1.118. "Revolving Notes" means the 364-Day Revolving Notes.

     1.119.  "S&P" means  Standard & Poor's  Ratings Group, a division of McGraw
Hill Corporation.

     1.120.  "Securities  Act"  means the  federal  Securities  Act of 1933,  as
amended.

     1.121.  "Significant  Subsidiary"  means,  at the  time  any  determination
thereof  is to be  made,  any  Subsidiary  which  (i) as of the end of the  next
preceding  fiscal  quarter had assets  which  comprised  not less than 5% of the
aggregate  book  value  of the  Consolidated  assets  of  the  Company  and  its
Subsidiaries,  determined in accordance with GAAP, as of the end of such quarter
or (ii) for the period of four  consecutive  fiscal quarters most recently ended
had  operating  income  which  comprised  not less  than 5% of the  Consolidated
Operating Income of the Company and its Subsidiaries for such period.

     1.122.  "Subsidiary"  means any  corporation of which the Company (or other
specified Person) shall at the time,  directly or indirectly through one or more
of its  Subsidiaries,  own more than 50% of the  outstanding  capital  stock (or
other shares of beneficial  interest)  entitled to vote  generally and any other
Person  whose   financial   statements  are  required  to  be  included  in  the
Consolidated financial statements of the Company in accordance with GAAP.

     1.123.  "Tax"  means  any  present  or  future  tax,  levy,  duty,  impost,
deduction,  withholding or other charges of whatever nature at any time required
by any Legal  Requirement  (a) to be paid by any Lender or (b) to be withheld or
deducted from any payment otherwise required hereby to be made to any Lender, in
each case on or with respect to its obligations hereunder, the Loan, any payment
in respect of the Credit  Obligations  or any Funding  Liability not included in
the foregoing;  provided,  however,  that the term "Tax" shall not include taxes
imposed  upon  or  measured  by the  net  income  of  such  Lender  (other  than
withholding taxes) or franchise taxes.

     1.124. "$10,000,000 Financing Debt" is defined in Section 8.1.5.

     1.125.  "364-Day  Competitive  Auction  Facility  Loan" means a Competitive
Auction  Facility Loan, the amount of which is to be applied against the Maximum
Amount of 364-Day Revolving Credit.

     1.126. "364-Day Final Maturity Date" means October 23, 1999 or such date to
which this date is extended pursuant to Section 2.6.2.

     1.127. "364-Day Revolving Loan" is defined in Section 2.2.4.

     1.128. "364-Day Revolving Notes" is defined in Section 2.2.4.

     1.129.  "Three-Year  Revolving Credit Agreement" means the Credit Agreement
dated as of October 23, 1996, as from time to time  amended,  among the Company,
BankBoston  and Bank of New York,  as managing  agents,  and the  lenders  party
thereto.

     1.130. [Reserved]

     1.131. [Reserved]

     1.132. [Reserved]

     1.133.  "United  States  Funds"  means such coin or  currency of the United
States of America as at the time shall be legal  tender  therein for the payment
of public and private debts.

     1.134.  "Unsecured  Medium Term Notes" means unsecured  Indebtedness of the
Company  denominated  "Medium Term Notes" and issued or to be issued pursuant to
the Company's Indenture, dated as of August 1, 1989, as amended.

     1.135.  "Wholly Owned  Subsidiary" means any Subsidiary of which all of the
outstanding  capital stock (or other shares of beneficial  interest) entitled to
vote  generally  (other than  directors'  qualifying  shares and, in the case of
Foreign  Subsidiaries,  shares  required  by  Legal  Requirements  to be held by
foreign nationals) is owned by the Company (or other specified Person) directly,
or indirectly through one or more Wholly Owned Subsidiaries.

     .. The Credits

         [Reserved]

         ..2.       364-Day Revolving Credit

                    . Subject to all the terms and  conditions of this Agreement
         and so long as no  Default  exists,  from time to time on and after the
         Initial  Closing Date and prior to the 364-Day Final  Maturity Date the
         Lenders will, severally in accordance with their respective Commitments
         in the  364-Day  Revolving  Loan,  make  loans to the  Company  in such
         amounts as may be requested by the Company in  accordance  with Section
         2.2.3.  The sum of the aggregate  principal  amount of loans made under
         this  Section  2.2.1  at any one  time  outstanding  plus  the  364-Day
         Competitive Auction Facility Loans shall in no event exceed the Maximum
         Amount of 364-Day  Revolving  Credit.  In no event  will the  principal
         amount of loans at any one time outstanding made by any Lender pursuant
         to this Section 2.2 exceed such Lender's Commitment with respect to the
         364-Day Revolving Loan.

                    . The term  "Maximum  Amount of  364-Day  Revolving  Credit"
         means  $25,000,000  minus the amount (in a minimum of $2,500,000 and in
         an integral  multiple of $1,000,000 that is in excess of $2,500,000) by
         which $25,000,000 shall have been irrevocably reduced from time to time
         upon three business days' prior notice from the Company to the New York
         Managing Agent.  Upon termination or reduction of the Maximum Amount of
         364-Day  Revolving  Credit,  the  Company  shall  pay to the  New  York
         Managing  Agent,  for the  account of the Lenders  according  to each's
         Percentage Interest,  accrued Facility Fees (to the date of termination
         or  reduction)  on the  terminated  or reduced  portion of the  Maximum
         Amount of 364-Day Revolving Credit.

                    . The  Company  may from time to time  request a loan  under
         Section  2.2.1 by  providing  to the New York  Managing  Agent a notice
         (which  may be given  by a  telephone  call if  promptly  confirmed  in
         writing). Such notice must be not later than 10:30 a.m. (New York time)
         on the same Banking Day as the requested Closing Date for such loan (or
         on the third  Banking Day prior to the  requested  Closing  Date if any
         portion of such loan will be subject to a Eurodollar  Pricing Option on
         the requested  Closing Date). The notice must specify (a) the amount of
         the requested  loan (which shall be not less than  $1,000,000 and shall
         otherwise be an integral  multiple of $500,000)  and (b) the  requested
         Closing Date therefor  (which shall be a Banking Day).  Upon receipt of
         such notice,  the New York  Managing  Agent will  promptly  inform each
         other Lender (by telephone or  otherwise).  Each such loan will be made
         at the New York Office by depositing  the amount thereof to the general
         account of the Company with the New York Managing Agent.

                    . The aggregate  principal  amount of the loans  outstanding
         from time to time under this Section 2.2 is referred to as the "364-Day
         Revolving  Loan".  The 364-Day  Revolving  Loan shall be deemed owed to
         each Lender having a Commitment  therein  severally in accordance  with
         such Lender's  Percentage  Interest  therein,  and all payments thereon
         shall  be for the  account  of  each  Lender  in  accordance  with  its
         Percentage  Interest  therein.  The Company's  obligations  to pay each
         Lender's  Percentage  Interest in the 364-Day  Revolving  Loan shall be
         evidenced by a separate note of the Company in  substantially  the form
         of  Exhibit  2.2.4 (the  "364-Day  Revolving  Notes"),  payable to each
         Lender in  accordance  with such  Lender's  Percentage  Interest in the
         364-Day Revolving Loan.

               . As provided in this Section  2.3, the Company may request,  and
          one or more Lenders,  each acting in its sole and absolute discretion,
          may offer to make, loans on a competitive auction facility basis (each
          such loan made by any of the  Lenders  pursuant  to this  Section  2.3
          being referred to as a "Competitive Auction Facility Loan"), which the
          Company  may, in its sole and  absolute  discretion,  agree to accept;
          provided,  however,  that in no event  shall the sum of the  aggregate
          364-Day Competitive Auction Facility Loans at any one time outstanding
          plus the 364-Day  Revolving  Loan exceed the Maximum Amount of 364-Day
          Revolving Credit.

                    . Subject to all the terms and  conditions of this Agreement
         and so long as no Default exists, the Company may, at any time prior to
         the Final  Maturity  Date, by telex or telecopy  notice to the New York
         Managing Agent  substantially in the form of Exhibit 2.3.1 received not
         later than 10:00 a.m.  (New York time) on any Banking Day (the "Request
         Date"),  request bids for loans pursuant to this Section 2.3 to be made
         on the following  Banking Day (the  "Competitive  Auction Facility Loan
         Closing Date"), such request to specify:

                    (a) the aggregate amount of the proposed loans,  which shall
         not be less than  $1,000,000  and which shall  otherwise be in integral
         multiples of $500,000,

                    (b)  the   proposed   maturity   dates  (each  such  date  a
         "Competitive  Auction  Facility Loan Maturity  Date") for such proposed
         loans  (which  maturity  dates  shall be not  earlier  than  seven days
         following the applicable Competitive Auction Facility Loan Closing Date
         and not later  than the  earlier  of (i) the 180th  day  following  the
         applicable  Competitive Auction Facility Loan Closing Date and (ii) the
         applicable Final Maturity Date) and,

                    (c)  the  proposed  dates  (each  such  date a  "Competitive
         Auction  Facility Loan Interest  Payment  Date"),  if any, prior to the
         applicable  Competitive  Auction  Facility  Loan Maturity Date on which
         accrued but unpaid  interest  shall be due and payable on the principal
         amount of such proposed loans; provided, however, that in the event the
         proposed  Competitive  Auction Facility Loan Maturity Date is more than
         90 days after the proposed  Competitive  Auction  Facility Loan Closing
         Date,  the Company  shall also pay  accrued and unpaid  interest on the
         proposed loans on the 90th day after the proposed  Competitive  Auction
         Facility Loan Closing Date. No more than six Eurodollar Pricing Options
         and  Competitive  Auction  Facility  Loans  in  the  aggregate  may  be
         outstanding at any one time.

                    . Promptly  upon  receipt of each  request  submitted by the
         Company pursuant to Section 2.3.1, and in any event not later than 2:00
         p.m.  (New York  time) on the  applicable  Request  Date,  the New York
         Managing  Agent shall,  by telex or telecopy  notice (or by  telephonic
         notice on a reasonable  efforts basis,  promptly  confirmed by telex or
         telecopy) to each Lender in  substantially  the form of Exhibit  2.3.2,
         notify each Lender of such  request,  which notice shall  constitute an
         invitation  on behalf of the  Company  for each  Lender to submit  bids
         pertaining  to the  proposed  Competitive  Auction  Facility  Loans  in
         accordance with Section 2.3.3.

                    . Each  Lender  may,  in its sole and  absolute  discretion,
         respond to such  invitation  by  submitting  a bid by telex or telecopy
         notice to the New York  Managing  Agent no later than  10:00 a.m.  (New
         York time) on the proposed  Competitive  Auction  Facility Loan Closing
         Date. Such notice shall be in substantially the form of Exhibit 2.3.3A,
         which notice shall constitute an offer by such Lender to the Company to
         make  Competitive  Auction  Facility Loans on the proposed  Competitive
         Auction Facility Loan Closing Date in the principal  amounts  specified
         in the notice from such Lender,  which principal amounts (a) may be for
         all or any portion of the proposed  Competitive Auction Facility Loans,
         notwithstanding the Percentage Interest of such Lender in the Revolving
         Loan, (b) may be different principal amounts for different  Competitive
         Auction  Facility Loan Maturity Dates (subject to an over-all  maximum)
         and (c) shall be an  integral  multiple  of  $500,000  maturing  on the
         Competitive  Auction  Facility  Loan  Maturity  Dates  requested by the
         Company,  with  accrued  and unpaid  interest on the  principal  amount
         thereof to be due and payable on the Competitive  Auction Facility Loan
         Interest Payment Dates, if any,  requested by the Company,  and on such
         Competitive  Auction  Facility  Loan Maturity  Dates,  such interest to
         accrue at the rates per annum (which shall be in integral  multiples of
         1/100%)  specified in such notice (the  "Competitive  Auction  Facility
         Rates").  The New York Managing  Agent shall  disregard any bid (i) not
         submitted  by 10:00 a.m.  (New York time) on the  proposed  Competitive
         Auction  Facility  Loan Closing Date or (ii) not  substantially  in the
         form of Exhibit  2.3.3A,  or not complete,  or  containing  qualifying,
         conditional or similar language, or terms different from or in addition
         to  those  set  forth  in  the  pertinent  request,  and  any  late  or
         non-conforming  bid  shall be  deemed  not to have  been  given for any
         purpose of this Agreement.  The New York Managing Agent shall promptly,
         and in any event not  later  than  11:00  a.m.  (New York  time) on the
         proposed  Competitive Auction Facility Loan Closing Date, by telephonic
         notice to the Company,  confirmed in writing, forward to the Company in
         substantially  the  form of  Exhibit  2.3.3B,  all  bids  submitted  in
         compliance  with this  Section  2.3.3.  Notwithstanding  the  foregoing
         provisions of this Section 2.3.3, each of the Lenders  constituting the
         Managing  Agents  shall  submit its own bid,  if any, to the Company by
         telex or  telecopy  not later  than 9:45  a.m.  (New York  time) on the
         proposed Competitive Auction Facility Loan Closing Date.

                    . Not later  than Noon  (New  York  time) on the  applicable
         Competitive  Auction  Facility Loan Closing Date,  the Company shall by
         telex  or  telecopy   notice  to  the  New  York   Managing   Agent  in
         substantially  the form of Exhibit  2.3.4A,  indicate its acceptance or
         non-acceptance  of each offer  submitted  pursuant to Section 2.3.3. In
         the case of  acceptance,  such notice  shall be  irrevocable  and shall
         specify the  aggregate  principal  amount of each  offered  Competitive
         Auction Facility Loan that is accepted.  Such notice shall be deemed to
         constitute the certification of the Company that the closing conditions
         for such  Competitive  Auction  Facility Loans contained in Section 5.2
         (other  than  the  delivery  of an  officer's  certificate)  have  been
         satisfied.  The Company may accept each such offer in whole or in part;
         provided,  however,  that (a) the  aggregate  principal  amount  of all
         Competitive Auction Facility Loans accepted and made on any Competitive
         Auction Facility Loan Closing Date may not exceed the applicable amount
         set forth in the applicable  request,  (b) the principal amount of each
         Competitive  Auction  Facility  Loan shall be an  integral  multiple of
         $500,000, and (c) acceptance of offers for Competitive Auction Facility
         Loans with the same Competitive Auction Facility Loan Maturity Date may
         be made  only on the  basis of  ascending  quoted  Competitive  Auction
         Facility Rates; and provided,  further,  that if offers are made by two
         or more Lenders having the same Competitive Auction Facility Rate for a
         greater aggregate  principal amount than the amount in respect of which
         offers  at  such  rate  are  accepted,  the  principal  amount  of such
         Competitive  Auction Facility Loans in respect of which such offers are
         accepted at such rate shall be allocated by the New York Managing Agent
         among such  Lenders as nearly as possible  (in  integral  multiples  of
         $500,000)  in  proportion  to the  aggregate  principal  amount of such
         offers. Determinations by the New York Managing Agent of the amounts of
         Competitive   Auction   Facility  Loans  pursuant  to  the  immediately
         preceding  sentence  shall be  conclusive  in the  absence of  manifest
         error. The New York Managing Agent shall, not later than 1:00 p.m. (New
         York time) on the  Competitive  Auction  Facility  Loan  Closing  Date,
         notify  each Lender who  submitted  an offer for the  particular  loans
         requested pursuant to Section 2.3.1 whether any offer has been accepted
         (substantially   in  the   form  of   Exhibit   2.3.4B)   or   rejected
         (substantially in the form of Exhibit 2.3.4C) and, if accepted, in what
         principal  amount  and  maturity.  In the  event the  Company  fails to
         provide  such notice to the New York  Managing  Agent by Noon (New York
         time) on the  Competitive  Auction  Facility Loan Closing Date, the New
         York Managing Agent may conclusively  presume that all such offers have
         been rejected by the Company and, in such event,  the New York Managing
         Agent shall,  not later than 1:00 p.m. (New York time),  so notify each
         Lender  which  submitted  an  offer.  Each time a  Competitive  Auction
         Facility Loan is made,  the New York Managing Agent shall send a notice
         to the  Company and each  Lender in  substantially  the form of Exhibit
         2.3.4D  specifying  the  principal  amount  and  maturity  date of such
         Competitive Auction Facility Loan.

                    2.3.5.  Funding by the New York Managing Agent;  Competitive
         Auction Facility Loan Account,  etc . Each Competitive Auction Facility
         Loan by any Lender will be made on the terms offered by such Lender and
         accepted by the Company in accordance  with this Section 2.3 at the New
         York Office on the applicable Competitive Auction Facility Loan Closing
         Date by adding the amount thereof to the applicable Competitive Auction
         Facility Loan  Accounts and either (a) by crediting the amount  thereof
         to the 364-Day Revolving Loan of the Company,  as the Company specifies
         in its request under Section  2.3.1,  for the account of the Lenders in
         accordance with their respective Percentage Interests therein or (b) if
         the  Company  shall have  specified  by written  notice to the New York
         Managing  Agent, by crediting the amount thereof to the general account
         of the Company with the New York Managing Agent at the New York Office.

                    (a) Competitive Auction Facility Loan Account.  The New York
         Managing  Agent will establish on its books separate loan accounts (the
         "Competitive Auction Facility Loan Accounts") for each Lender extending
         a Competitive  Auction  Facility Loan to the Company which the New York
         Managing Agent shall  administer as follows:  (i) the New York Managing
         Agent shall debit to the pertinent  Competitive  Auction  Facility Loan
         Account the principal amount of all Competitive  Auction Facility Loans
         from time to time made by such  Lender to the  Company and (ii) the New
         York Managing Agent shall credit to the pertinent  Competitive  Auction
         Facility Loan Account of the Lender for whose benefit  payment is made,
         all payments  made on account of the principal  amount of  Indebtedness
         evidenced by the pertinent  Competitive  Auction Facility Loan Account.
         Upon the  request of any  Lender,  the  Company  shall  issue a note in
         substantially  the  form  of  Exhibit  2.3.5  (a  "Competitive  Auction
         Facility Note") evidencing the Indebtedness  evidenced by such Lender's
         Competitive Auction Facility Loan Account.

                    (b) Maturity Date; Interest;  Repayment. The stated maturity
         date of each Competitive  Auction Facility Loan shall be the applicable
         Competitive  Auction  Facility Loan Maturity Date for such  Competitive
         Auction  Facility  Loan. The Company will pay interest on the principal
         amount of each  Competitive  Auction  Facility  Loan at the  applicable
         Competitive  Auction  Facility  Rate (plus an  additional  2% per annum
         effective on the day either  Managing  Agent  notifies the Company that
         the  interest  rates  hereunder  are  increasing  as a  result  of  the
         occurrence and  continuation of an Event of Default under Section 8.1.1
         until the  earlier  of such  time as (x) such  Event of  Default  is no
         longer  continuing  or (y) such Event of Default is deemed  pursuant to
         Section 8.3 no longer to exist) for such  Competitive  Auction Facility
         Loan on each  applicable  Competitive  Auction  Facility  Loan Interest
         Payment  Date,  if  any,  and on  the  applicable  Competitive  Auction
         Facility Loan Maturity Date for such Competitive Auction Facility Loan.
         Upon the maturity of any Competitive  Auction Facility Loan, so long as
         either  (i) no  Event  of  Default  then  exists  or (ii)  the New York
         Managing Agent shall have received the consent of all the Lenders if an
         Event of Default then exists,  the New York Managing  Agent shall debit
         the 364-Day  Revolving  Loan of the Company in the principal  amount of
         such  Competitive  Auction Facility Loan for the account of the Lenders
         in  accordance  with their  respective  Percentage  Interests and shall
         credit the same amount to the pertinent  Competitive  Auction  Facility
         Loan Account.

               . No  Competitive  Auction  Facility  Loan may be  prepaid by the
          Company.

         ..4.       Application of Proceeds

                    2.4.1.   [Reserved]

                    . Subject  to  Section  2.4.4,  the  Company  will apply the
         proceeds of the 364-Day  Revolving  Loan for working  capital and other
         lawful corporate purposes of the Company and its Subsidiaries.

                    . Subject  to  Section  2.4.4,  the  Company  will apply the
         proceeds of the Competitive  Auction  Facility Loan for working capital
         and  other   lawful   corporate   purposes   of  the  Company  and  its
         Subsidiaries.

                    . The Company will not,  directly or  indirectly,  apply any
         part of the proceeds of any  extension  of credit made  pursuant to the
         Credit  Documents  to  purchase  or to carry  Margin  Stock,  or to any
         transaction  prohibited  by the  Foreign  Trade  Regulations  or by the
         Credit  Documents  or to any  transaction  prohibited  by  other  Legal
         Requirements  applicable  to the Lenders of which notice has been given
         by any Lender to the Company.

         2.5.      Nature of Obligations of Lenders to Make Extensions of Credit

                      The Lenders'  obligations  to make  Revolving  Loans under
         this  Agreement are several and are not joint or joint and several.  If
         on any Closing  Date any Lender  shall fail to perform its  obligations
         under this Agreement,  the aggregate  amount of Commitments to make the
         extensions  of credit  under  this  Agreement  shall be  reduced by the
         amount of unborrowed Commitment of the Lender so failing to perform and
         the Percentage Interests shall be appropriately adjusted.  Lenders that
         have not failed to perform their  obligations to make the extensions of
         credit  contemplated  by Section 2 may,  if any such Lender so desires,
         assume,  in such proportions as such Lenders may agree, the obligations
         of any Lender who has so failed and the Percentage  Interests  shall be
         appropriately  adjusted.  The  provisions of this Section 2.5 shall not
         affect the rights of the Company  against any Lender failing to perform
         its obligations hereunder.

                    . The obligation to make a Competitive Auction Facility Loan
         shall be an obligation solely of the Lenders which offered to make such
         loan in  accordance  with  Section 2.3 and whose  offers were  accepted
         thereunder.

         ..6.       Extension of Final Maturity Date of the Revolving Loan

                    2.6.1.   [Reserved]

                    . At the request of the Company and with the approval of all
         the Lenders, the 364-Day Final Maturity Date may be extended, each such
         succeeding  364-Day  Final  Maturity  Date to be no later than the date
         which is 364 days after the preceding 364-Day Final Maturity Date.

 ..       Interest; Eurodollar Pricing Options; Fees

         . The Revolving Loan shall accrue and bear interest at a rate per annum
which  shall at all times  equal the  Applicable  Rate.  Prior to any  stated or
accelerated  maturity of the Revolving  Loan,  the Company will, on each Payment
Date,  pay the accrued and unpaid  interest on the portion of the Revolving Loan
which was not subject to a Eurodollar  Pricing  Option.  On the last day of each
Eurodollar  Interest  Period or on any  earlier  termination  of any  Eurodollar
Pricing  Option,  the Company  will pay the  accrued and unpaid  interest on the
portion of the Revolving Loan which was subject to the Eurodollar Pricing Option
which expired or terminated on such date. In the case of any Eurodollar Interest
Period  longer  than three  months,  the  Company  will also pay the accrued and
unpaid  interest on the portion of the Revolving  Loan subject to the Eurodollar
Pricing Option having such Eurodollar Interest Period at three-month  intervals,
the first such  payment to be made on the last  Banking  Day of the  three-month
period which begins on the first day of such Eurodollar  Interest Period. On the
stated or any  accelerated  maturity of the Revolving Loan, the Company will pay
all accrued and unpaid interest on the Revolving Loan, including any accrued and
unpaid  interest  on any  portion  of the  Revolving  Loan which is subject to a
Eurodollar Pricing Option.  Upon the occurrence and during the continuance of an
Event of Default,  the Lenders  may  require  accrued  interest to be payable on
demand or at  regular  intervals  more  frequent  than each  Payment  Date.  All
payments of interest with respect to the Revolving Loan shall be made to the New
York  Managing  Agent for the  account of each  Lender in  accordance  with such
Lender's Percentage Interest.

         . The Company will pay interest on each  Competitive  Auction  Facility
Loan to the New York Managing Agent for the benefit of the applicable  Lender at
the rate and on the dates specified in Section 2.3.5(b).

         ..3.       Eurodollar Pricing Options

                    . Subject to all of the terms and  conditions  hereof and so
         long as no  Default  exists,  the  Company  may from  time to time,  by
         irrevocable notice to the New York Managing Agent actually received not
         less  than  three  Banking  Days  prior  to  the  commencement  of  the
         Eurodollar Interest Period selected in such notice,  elect to have such
         portion of the Revolving Loan as the Company may specify in such notice
         accrue and bear  interest  during  the  Eurodollar  Interest  Period so
         selected at the Applicable Rate computed on the basis of the Eurodollar
         Rate.  In the event the Company at any time fails to elect a Eurodollar
         Pricing  Option  under  this  Section  3.3.1  for  any  portion  of the
         Revolving Loan, then such portion of the Revolving Loan will accrue and
         bear  interest  at the  Applicable  Rate  based  on the Base  Rate.  No
         election of a Eurodollar Pricing Option shall become effective:

                    (a) if,  prior to the  commencement  of any such  Eurodollar
         Interest  Period,  the New York Managing Agent  determines that (i) the
         electing or granting of the Eurodollar Pricing Option in question would
         violate a Legal  Requirement,  (ii)  Eurodollar  deposits  in an amount
         comparable  to the principal  amount of the Revolving  Loan as to which
         such  Eurodollar  Pricing Option has been elected and which have a term
         corresponding  to the  proposed  Eurodollar  Interest  Period  are  not
         readily  available in the  inter-bank  Eurodollar  market,  or (iii) by
         reason of  circumstances  affecting the inter-bank  Eurodollar  market,
         adequate  and  reasonable  methods  do not exist for  ascertaining  the
         interest rate  applicable to such deposits for the proposed  Eurodollar
         Interest Period; or

                    (b) if any Lender shall have  advised the New York  Managing
         Agent by  telephone or otherwise at or prior to noon (New York time) on
         the  second  Banking  Day prior to the  commencement  of such  proposed
         Eurodollar  Interest Period (and shall have  subsequently  confirmed in
         writing) that, after  reasonable  efforts to determine the availability
         of such deposits,  such Lender reasonably  anticipates that deposits in
         an  amount  equal to the  Percentage  Interest  of such  Lender  in the
         portion  of the  Revolving  Loan as to which  such  Eurodollar  Pricing
         Option  has been  elected  and which have a term  corresponding  to the
         Eurodollar  Interest  Period in  question  will not be  offered  in the
         inter-bank Eurodollar market to such Lender.

                    . The New York  Managing  Agent will  promptly  inform  each
         Lender (by telephone or  otherwise) of each notice  received by it from
         the Company  pursuant to Section 3.3.1 and of the  Eurodollar  Interest
         Period  specified in such notice.  Upon  determination  by the New York
         Managing  Agent of the  Eurodollar  Rate for such  Eurodollar  Interest
         Period or in the event such election  shall not become  effective,  the
         New York  Managing  Agent will  promptly  notify the  Company  and each
         Lender (by telephone or otherwise) of the Eurodollar Rate so determined
         or why such election did not become effective, as the case may be.

                    .  Eurodollar Interest Periods shall be selected so that:

               (a) the portion of the Revolving  Loan subject to any  Eurodollar
          Pricing Option shall be at least  $2,500,000 and otherwise an integral
          multiple of $500,000;

               (b)  no  more  than  ten  Eurodollar  Pricing  Options  shall  be
          outstanding at any one time; and

               (c) no Eurodollar Interest Period with respect to any part of the
          Revolving  Loan  subject to a Eurodollar  Pricing  Option shall expire
          later than the Final Maturity Date.

                    .  If  any  portion  of  the  Revolving  Loan  subject  to a
         Eurodollar  Pricing Option is repaid, or any Eurodollar  Pricing Option
         is terminated for any reason (including acceleration of maturity), on a
         date which is prior to the last Banking Day of the Eurodollar  Interest
         Period applicable to such Eurodollar  Pricing Option,  the Company will
         pay to the New York  Managing  Agent for the  account of each Lender in
         accordance with such Lender's Percentage  Interest,  in addition to any
         amounts of interest otherwise payable hereunder, an amount equal to the
         present value  (calculated  in accordance  with this Section  3.3.4) of
         interest for the unexpired  portion of such Eurodollar  Interest Period
         on the  portion  of the  Revolving  Loan so  repaid,  or as to  which a
         Eurodollar Pricing Option was so terminated,  at a per annum rate equal
         to the excess,  if any, of (a) the rate  applicable to such  Eurodollar
         Pricing  Option  minus (b) the rate of interest  obtainable  by the New
         York Managing  Agent upon the purchase of debt  securities  customarily
         issued by the  Treasury  of the United  States of America  which have a
         maturity  date  approximating  the last Banking Day of such  Eurodollar
         Interest Period. The present value of such additional interest shall be
         calculated by  discounting  the amount of such interest for each day in
         the unexpired portion of such Eurodollar  Interest Period from such day
         to the date of such  repayment or  termination  at a per annum interest
         rate equal to the interest  rate  determined  pursuant to clause (b) of
         the  preceding  sentence,  and by adding all such  amounts for all such
         days during such period.  The  determination  by the New York  Managing
         Agent of such  amount of  interest  shall,  in the  absence of manifest
         error,  be  conclusive.  For  purposes of this  Section  3.3.4,  if any
         portion  of the  Revolving  Loan  which was to have been  subject  to a
         Eurodollar  Pricing  Option is not  outstanding on the first day of the
         Eurodollar Interest Period applicable to such Eurodollar Pricing Option
         other than for reasons described in Section 3.3.1, the Company shall be
         deemed to have terminated such Eurodollar Pricing Option.

                    . If any Legal  Requirement  shall  prevent  any Lender from
         funding  or  maintaining  through  the  purchase  of  deposits  in  the
         inter-bank  Eurodollar market any portion of the Revolving Loan subject
         to a Eurodollar  Pricing Option or otherwise from giving effect to such
         Lender's  obligations as  contemplated by Section 3.3, (a) the New York
         Managing  Agent  may by  notice  to the  Company  terminate  all of the
         affected  Eurodollar Pricing Options,  (b) the portion of the Revolving
         Loan  subject  to such  terminated  Eurodollar  Pricing  Options  shall
         immediately bear interest thereafter at the Applicable Rate computed on
         the basis of the Base Rate and (c) the  Company  shall make any payment
         required by Section 3.3.4.

                    . The  Lenders may fund any  portion of the  Revolving  Loan
         subject to a Eurodollar  Pricing  Option out of any funds  available to
         the Lenders. Regardless of the source of the funds actually used by any
         of the Lenders to fund any portion of the  Revolving  Loan subject to a
         Eurodollar  Pricing Option,  however,  all amounts  payable  hereunder,
         including  the  interest  rate  applicable  to any such  portion of the
         Revolving  Loan and the amounts  payable  under  Section 3.3.4 and 3.5,
         shall be computed as if each Lender had actually  funded such  Lender's
         Percentage  Interest in such portion of the Revolving  Loan through the
         purchase of deposits in such amount of the type by which the Eurodollar
         Basic  Reference  Rate was  determined  with a maturity the same as the
         applicable  Eurodollar Interest Period relating thereto and through the
         transfer of such  deposits from an office of the Lender having the same
         location as the  Eurodollar  Office to one of such Lender's  offices in
         the United States of America.

         . In consideration  of the Lenders'  commitments to make the extensions
of credit  provided  for in Section  2.2,  the Company  will pay to the New York
Managing  Agent for the account of the Lenders in  accordance  with the Lenders'
respective  commitments in the 364-Day  Revolving Loan, on each Payment Date and
on the 364-Day Final Maturity Date, the applicable Facility Fees.

         ..5.       Changes in Circumstances; Yield Protection

                    .  If  any  Legal  Requirement  shall  (a)  impose,  modify,
         increase or deem applicable any insurance assessment,  reserve, special
         deposit or similar  requirement  against  any  Funding  Liability,  (b)
         impose,  modify,  increase or deem applicable any other  requirement or
         condition  with  respect to any  Funding  Liability,  or (c) change the
         basis of taxation  of Funding  Liabilities  (other than  changes in the
         rate of taxes  measured by the  overall net income of such  Lender) and
         the effect of any of the foregoing shall be to increase the cost to any
         Lender of  issuing,  making,  funding  or  maintaining  its  respective
         Percentage  Interest in any portion of the Revolving  Loan subject to a
         Eurodollar Pricing Option, to reduce the amounts received or receivable
         by such Lender  under this  Agreement or to require such Lender to make
         any  payment or forego any  amounts  otherwise  payable to such  Lender
         under  this  Agreement  (other  than any Tax or any  reserves  that are
         included in computing the Eurodollar  Reserve  Rate),  then such Lender
         may claim compensation from the Company under Section 3.5.5.

                    . All  payments  of the  Credit  Obligations  shall  be made
         without set-off or  counterclaim  and free and clear of any deductions,
         including  deductions for Taxes,  unless the Company is required by law
         to make such deductions.  If (a) any Lender shall be subject to any Tax
         with  respect  to  any  payment  of  the  Credit   Obligations  or  its
         obligations  hereunder or (b) the Company shall be required to withhold
         or deduct any Tax on any payment on the Credit  Obligations,  then such
         Lender may claim  compensation  from the Company under  Section  3.5.5.
         Whenever  Taxes must be  withheld by the  Company  with  respect to any
         payments of the Credit Obligations,  the Company shall promptly furnish
         to the New York Managing Agent for the account of the applicable Lender
         official  receipts  (to  the  extent  that  the  relevant  governmental
         authority delivers such receipts)  evidencing payment of any such Taxes
         so  withheld.  If the  Company  fails to pay any such Taxes when due or
         fails to remit to the New York  Managing  Agent for the  account of the
         applicable Lender the required receipts  evidencing payment of any such
         Taxes so withheld or deducted, the Company shall indemnify the affected
         Lender for any  incremental  Taxes and interest or  penalties  that may
         become  payable by such Lender as a result of any such failure.  In the
         event  any  Lender  receives  a refund  of any  Taxes  for which it has
         received payment from the Company under this Section 3.5.2, such Lender
         shall  promptly pay the amount of such refund to the Company,  together
         with any interest thereon actually earned by such Lender.

                    . If any Lender  shall  determine  that  compliance  by such
         Lender with any Legal  Requirement  regarding capital adequacy of banks
         or bank holding  companies has or would have the effect of reducing the
         rate of return on the  capital of such Lender and its  Affiliates  as a
         consequence  of such  Lender's  Commitment  to make the  extensions  of
         credit  contemplated  hereby,  or  such  Lender's  maintenance  of  the
         extensions of credit  contemplated  hereby, to a level below that which
         such Lender could have  achieved but for such  compliance  (taking into
         consideration  the  policies  of such  Lender and its  Affiliates  with
         respect to capital  adequacy  immediately  before such  compliance  and
         assuming that the capital of such Lender and its  Affiliates  was fully
         utilized  prior to such  compliance) by an amount deemed by such Lender
         to be  material,  then  such  Lender  may claim  compensation  from the
         Company under Section 3.5.5.

                    . If any Lender shall  determine  that (a) any change in any
         Legal Requirement  (including any new Legal Requirement) after the date
         hereof shall  directly or  indirectly  (i) reduce the amount of any sum
         received or  receivable  by such Lender with  respect to the  Revolving
         Loan or the return to be earned by such Lender on the  Revolving  Loan,
         (ii) impose a cost on such Lender or any  Affiliate of such Lender that
         is  attributable  to the  making or  maintaining  of, or such  Lender's
         Commitment to make, its portion of the Revolving Loan, or (iii) require
         such Lender or any  Affiliate of such Lender to make any payment on, or
         calculated by reference to, the gross amount of any amount  received by
         such Lender  under any Credit  Document  (other than Taxes or income or
         franchise  taxes),  and (b) such  reduction,  increased cost or payment
         shall not be fully  compensated  for by an adjustment in the Applicable
         Rate,  then such Lender may claim  compensation  from the Company under
         Section 3.5.5.

                    .  Within 15 days  after the  receipt  by the  Company  of a
         certificate   from  any  Lender   setting  forth  why  it  is  claiming
         compensation  under this Section 3.5 and  computations  (in  reasonable
         detail) of the amount  thereof,  the  Company  shall pay to such Lender
         such additional  amounts as such Lender sets forth in such  certificate
         as  sufficient  fully to  compensate  it on  account  of the  foregoing
         provisions  of this Section 3.5,  together with interest on such amount
         from the 15th day after  receipt of such  certificate  until payment in
         full thereof at the Overdue  Reimbursement  Rate. The  determination by
         such  Lender  of  the  amount  to be  paid  to it  and  the  basis  for
         computation  thereof hereunder shall, in the absence of manifest error,
         be  conclusive.  In  determining  such amount,  such Lender may use any
         reasonable  averaging  and  attribution  methods.  The Company shall be
         entitled to replace any such Lender in accordance with Section 11.3.

                    . Each Lender shall take such commercially  reasonable steps
         as it may determine are not  disadvantageous  to it, including changing
         lending  offices to the  extent  feasible,  in order to reduce  amounts
         otherwise  payable by the Company to such  Lender  pursuant to Sections
         3.3.4 and 3.5 or to make  Eurodollar  Pricing  Options  available under
         Sections  3.3.1  and  3.3.5.  In  addition,  the  Company  shall not be
         responsible  for costs (a) under  Section 3.5 arising more than 90 days
         prior to receipt by the Company of the  certificate  from the  affected
         Lender  pursuant to such Section 3.5 or (b) under Section 3.3.4 arising
         from the  termination of Eurodollar  Pricing  Options more than 90 days
         prior to the demand by the New York  Managing  Agent for payment  under
         Section 3.3.4.

         . For purposes of this  Agreement,  interest and Facility Fees (and any
other amount  expressed as interest or such fees) shall be computed on the basis
of a 360-day  year for actual  days  elapsed,  except for  interest on Base Rate
Advances for so long as the Base Rate is applicable,  which shall be computed on
the basis of a 365- or 366-day  year for actual  days  elapsed.  If any  payment
required by this  Agreement  becomes  due on any day that is not a Banking  Day,
such payment  shall,  except as otherwise  provided in the  Eurodollar  Interest
Period,  be made on the next  succeeding  Banking  Day.  If the due date for any
payment  of  principal  is  extended  as a result of the  immediately  preceding
sentence,  interest  shall be  payable  for the time  during  which  payment  is
extended at the Applicable Rate.

 ..       Payment

         . Except as set forth in Section  2.3.5,  on each  Competitive  Auction
Facility Loan Maturity Date, the Company will pay to the New York Managing Agent
for credit to the  applicable  Competitive  Auction  Facility  Loan  Account the
outstanding  principal amount of its Competitive  Auction Facility Loan maturing
on such date,  together  with all  accrued  and  unpaid  interest  with  respect
thereto.  On the 364-Day Final Maturity Date or any accelerated  maturity of the
364-Day  Revolving Loan, the Company will pay to the New York Managing Agent for
the account of the Lenders an amount  equal to the 364-Day  Revolving  Loan then
due,  together  with all  accrued  and  unpaid  interest  and fees with  respect
thereto.

         . If at any time the  364-Day  Revolving  Loan  exceeds  the limits set
forth in Section 2.2, the Company shall within one Banking Day pay the amount of
such excess to the New York Managing Agent for the account of the Lenders.

         . In addition to the  prepayments  required by Section 4.2, the Company
may from time to time prepay all or any portion of the  364-Day  Revolving  Loan
(in an amount of at least  $2,500,000  and  otherwise  any integral  multiple of
$1,000,000  that is in excess of  $2,000,000,  or such lesser  amount as is then
outstanding),  without  premium or penalty of any type  (except as  provided  in
Section  3.3.4  with  respect to the early  termination  of  Eurodollar  Pricing
Options).  The Company shall give each Managing Agent in the case of prepayments
of portions of the Revolving Loan bearing  interest at the Base Rate,  notice on
or  prior  to 11:00  a.m.,  New  York  City  time,  on the  Banking  Day of such
prepayment,  and in the case of  prepayments  of portions of the Revolving  Loan
bearing  interest at a rate  determined by reference to the Eurodollar  Rate, at
least three Banking Days prior notice of its intention to prepay, specifying the
date of prepayment, the total amount of the 364-Day Revolving Loan to be prepaid
on such date and the amount of interest to be paid with such  prepayment,  which
interest  shall be all accrued  interest on the amount prepaid up to the date of
prepayment and shall include any payments required by Section 3.3.4. Competitive
Auction Facility Loans may not be prepaid under this Section 4.3.

         4.4.       Reborrowing; Application of Payments, etc.

                    . The amounts of the 364-Day Revolving Loan prepaid pursuant
         to Section 4.2 or 4.3 may be reborrowed  from time to time prior to the
         364-Day Final Maturity Date in accordance with Section 2.2,  subject to
         the limits and conditions set forth therein.

                    . Any  prepayment of the 364-Day  Revolving Loan pursuant to
         Section 4.2 or 4.3 shall be applied first to the portion of the 364-Day
         Revolving Loan not then subject to Eurodollar Pricing Options, then the
         balance of any such  prepayment  shall be applied to the portion of the
         364-Day Revolving Loan then subject to Eurodollar  Pricing Options,  in
         the chronological order of the respective maturities thereof (or as the
         Company may otherwise  specify in writing),  together with any payments
         required by Section 3.3.4.

                    . All payments of principal  under the Revolving  Loan shall
         be made to the New York  Managing  Agent for the account of the Lenders
         in accordance with the Lenders' respective Percentage Interests.

 ..       Conditions to Extending Credit

         . The  obligations  of the  Lenders  to make any  extension  of  credit
pursuant  to Section 2 shall be subject  to the  satisfaction,  on or before the
Initial Closing Date, of the conditions set forth in this Section 5.1 as well as
the  further  conditions  in Section  5.2. If the  conditions  set forth in this
Section 5.1 are not met on or prior to the  Initial  Closing  Date,  the Lenders
shall have no obligation to make any extensions of credit hereunder.

                    . The representations and warranties  contained in Section 7
         shall be true and  correct on and as of the Initial  Closing  Date with
         the same force and effect as though made on and as of such date (except
         as to any  representation  or  warranty  which is limited to a specific
         earlier date);  no Default shall exist on the Initial Closing Date; and
         the Company shall have  furnished to the Managing  Agents a certificate
         to these effects in substantially the form of Exhibit 5.1.1,  signed by
         a Financial Officer.

                    . The Company  shall have duly executed and delivered to the
         New York Managing Agent a 364-Day Revolving Note for each Lender.

                    . The Company shall have paid to the New York Managing Agent
         for the  accounts of the Lenders in  accordance  with their  respective
         Percentage Interest the sum of $12,500.

                    . On the  Initial  Closing  Date,  the  Lenders  shall  have
         received from the  following  counsel  their  respective  opinions with
         respect to the transactions contemplated by the Credit Documents, which
         opinions  shall be in form and substance  satisfactory  to the Required
         Lenders:

                    (a)  Corporate  counsel of the  Company,  as to matters  the
Lenders may reasonably request.

                    (b) Ropes & Gray,  special counsel for the Managing  Agents,
         as to matters the Managing Agents may reasonably request.

                    The Company consents to the furnishing by its counsel of the
foregoing opinions.

                    5.1.5.   [Reserved]

                    . The Boston Managing Agent shall have received certified or
         attested  copies of the Orders of the State of Maine  Public  Utilities
         Commission and any other regulatory  authorities  having  jurisdiction,
         authorizing all borrowings  hereunder (but only to the extent that such
         Orders are  required  by law),  which shall be in full force and effect
         and not subject to appeal or rehearing.

                    .  This  Agreement,  each  other  Credit  Document  and  the
         transactions contemplated hereby and thereby shall have been authorized
         by  all  necessary  corporate  or  other  proceedings.   All  necessary
         consents,   approvals  and   authorizations   of  any  governmental  or
         administrative  agency or any other  Person of any of the  transactions
         contemplated  hereby or by any other  Credit  Document  shall have been
         obtained and shall be in full force and effect; provided, however, that
         a waiver  of  jurisdiction  by the  Connecticut  Department  of  Public
         Utility  Control need not have been obtained on or prior to the Initial
         Closing Date.

                    . All legal and corporate proceedings in connection with the
         transactions  contemplated  by this Agreement  shall be satisfactory in
         form and substance to the Managing Agents and the Managing Agents shall
         have received copies of all documents,  including  certified  copies of
         the Charter  (Capital  Stock  Provisions)  and By-Laws of the  Company,
         records of corporate  proceedings  (including  certified  copies of the
         resolutions  of the Board of  Directors,  or the  Executive and Finance
         Committee thereof, authorizing the execution,  delivery and performance
         of this  Agreement and the Notes),  certificates  as to signatures  and
         incumbency of officers and opinions of counsel,  which either  Managing
         Agent may have  reasonably  requested  in  connection  therewith,  such
         documents  where  appropriate  to be certified  by proper  corporate or
         governmental authorities.

         . In addition to the  conditions  set forth in Section 5.1 being met on
the Initial  Closing Date, the  obligations of the Lenders to make any extension
of credit  pursuant  to Section 2 shall be subject  to the  satisfaction,  on or
before  the  Closing  Date  for  such  extension  of  credit,  of the  following
conditions:

                    . The representations and warranties  contained in Section 7
         (excluding Sections 7.4(a) and 7.7) shall be true and correct on and as
         of such  Closing  Date with the same force and effect as though made on
         and as of such date (except as to any  representation or warranty which
         is limited to a specific  earlier date); no Default shall exist on such
         Closing  Date  prior  to or  immediately  after  giving  effect  to the
         requested  extension of credit; and the Company's making of a borrowing
         request  shall be deemed to  constitute a  representation  on which the
         Managing Agents and the Lenders may rely that no Default exists on such
         Closing Date and that such  representations and warranties are true and
         correct on and as of such Closing Date.

                    . On any  Closing  Date on  which  the  aggregate  principal
         amount  outstanding under either Revolving Loan is to be increased,  no
         Material  Adverse Change shall have occurred since the Initial  Closing
         Date and the  representations  and warranties  contained in Section 7.7
         shall be true  and  correct  on and as of such  Closing  Date;  and the
         Company's making of a borrowing request shall be deemed to constitute a
         representation  on which the  Managing  Agents and the Lenders may rely
         that no Material  Adverse  Change shall have occurred since the Initial
         Closing Date and that the representations  and warranties  contained in
         Section 7.7 are true and correct on as of such Closing Date.

                    . The making of the requested  extension of credit shall not
         (a)  subject any Lender to any penalty or special tax (other than a Tax
         for which the  Company is  required  to  reimburse  the  Lenders  under
         Section 3.5), (b) be prohibited by any Legal Requirement or (c) violate
         any credit restraint  program of the executive branch of the government
         of the United States of America,  the Board of Governors of the Federal
         Reserve System or any other  governmental or  administrative  agency so
         long as any Lender reasonably believes that compliance  therewith is in
         the best interests of such Lender.

 . The Company  covenants that, until all of the Credit  Obligations  (other than
indemnities,  expense and similar  obligations  that survive the  termination of
this Agreement) shall have been paid in full and until the Lenders'  commitments
to extend credit under this  Agreement and any other Credit  Document shall have
been irrevocably  terminated,  the Company and its Subsidiaries will comply with
the following provisions:

         ..1.       Taxes and Other Charges; Accounts Payable

                    . Each of the Company and its Significant Subsidiaries shall
         duly pay and discharge, or cause to be paid and discharged,  before the
         same become in arrears,  all taxes,  assessments and other governmental
         charges  imposed  upon  such  Person  and  its  properties,   sales  or
         activities,  or upon the  income or profits  therefrom,  as well as all
         claims for labor,  materials  or supplies  which if unpaid might by law
         become a Lien upon any of its  property;  provided,  however,  that any
         such  tax,  assessment,  charge  or  claim  need not be paid if (a) the
         validity or amount thereof shall at the time be contested in good faith
         by  appropriate  proceedings  or actions and if such Person  shall,  if
         required by GAAP,  have set aside on its books  adequate  reserves with
         respect  thereto,  it being understood that each of the Company and its
         Subsidiaries shall pay or bond, or cause to be paid or bonded, all such
         taxes, assessments,  charges or other governmental claims promptly upon
         the  commencement  of  proceedings to foreclose any Lien which may have
         attached as security  therefor  (except to the extent such  proceedings
         have been  dismissed  or  stayed)  or (b)  failure  to  comply  has not
         resulted, and is not likely to result, in any Material Adverse Change.

                    . Each of the Company and its Significant Subsidiaries shall
         promptly pay when due, or in conformity with customary trade terms, all
         accounts payable incident to the operations of such Person not referred
         to in Section 6.1.1; provided,  however, that any such accounts payable
         need not be paid if (a) the  validity  or amount  thereof  shall at the
         time be contested in good faith and if such Person  shall,  if required
         by GAAP,  have set aside on its books  adequate  reserves  with respect
         thereto or (b) failure to comply has not resulted, and is not likely to
         result, in any Material Adverse Change.

         6.2.       Conduct of Business, etc.

                    . The Company  shall  engage only in the  businesses  of (a)
         electric power  generation,  transmission  and/or  distribution and (b)
         other businesses related to those set forth in the foregoing clause (a)
         that are  immaterial  in  relation  to the  foregoing  businesses.  The
         Subsidiaries  of the  Company  shall  engage  only  in  the  businesses
         described in the preceding sentence,  other  energy-related  activities
         and other  businesses  that are immaterial in relation to the foregoing
         businesses.

                      Each of the Company and its Significant Subsidiaries:

                    (a) shall keep its properties in such repair,  working order
         and  condition,  and  shall  from  time  to  time  make  such  repairs,
         replacements,  additions and improvements thereto, as are necessary for
         the efficient operation of its businesses and shall comply at all times
         in all material  respects  with all material  franchises,  licenses and
         leases  to which it is party so as to  prevent  any loss or  forfeiture
         thereof or thereunder, except where (i) compliance is at the time being
         contested in good faith by  appropriate  proceedings or actions or (ii)
         failure to comply has not resulted, and is not likely to result, in the
         aggregate in any Material Adverse Change; and

                    (b) shall do all things  necessary  to  preserve,  renew and
         keep in full force and effect its legal existence;  provided,  however,
         that this Section 6.2.2(b) shall not prevent the merger,  consolidation
         or liquidation of Significant Subsidiaries permitted by Section 6.10.

                    . Each of the Company and its Significant Subsidiaries shall
         comply in all material respects with all valid and applicable statutes,
         laws,  ordinances,  zoning  and  building  codes  and  other  rules and
         regulations  of  the  United  States  of  America,  of the  states  and
         territories  thereof  and  their  counties,  municipalities  and  other
         subdivisions  and  of  any  foreign  country  or  other   jurisdictions
         applicable to such Person,  except where (a) compliance therewith shall
         at the time be contested in good faith by  appropriate  proceedings  or
         actions or (b) failure so to comply has not resulted, and is not likely
         to result, in the aggregate in any Material Adverse Change.

                    . The General and Refunding  Mortgage Indenture shall not be
         amended so as to increase the aggregate principal amount of bonds which
         may be  outstanding  thereunder  at any one  time  or so as to  include
         financial covenants or events of default that are more restrictive than
         those included in the Credit  Documents.  In addition,  the Company may
         enter into a new mortgage  indenture in addition to or in  substitution
         for the General and Refunding Mortgage Indenture in effect on September
         1, 1998 so long as (1) the aggregate  principal  amount of Indebtedness
         which  may be  outstanding  at any  one  time  under  the  General  and
         Refunding Mortgage Indenture and such additional or substitute mortgage
         indenture  shall not  exceed  70% of the  aggregate  book value for the
         Distribution Plant of the Company (including  additions  thereto),  (2)
         the  security for the  Indebtedness  issued  under such  additional  or
         substitute  mortgage  indenture  shall be limited  to the  Distribution
         Plant of the Company (including  additions thereto),  (3) the financial
         covenants  and  events  of  default  included  in  such  additional  or
         substitute  mortgage indenture shall not be more restrictive than those
         included in the Credit Documents and (4) no Default shall have occurred
         and be continuing or shall exist  immediately upon the effectiveness of
         such additional or substitute mortgage indenture.

                    . In any transaction providing for Indebtedness in excess of
         $1,000,000,  the  Company  shall not enter into or become  bound by any
         credit  agreement or other  document or  instrument  which (i) contains
         financial  covenants or events of default that are more  restrictive or
         onerous  on the  Company  than  those  covenants  or events of  default
         contained  in this  Agreement  or (ii)  provides  for,  or permits  the
         exercise  of,  remedies  upon the  occurrence  of an  event of  default
         thereunder  which are not provided for in, or permitted to be exercised
         under or in respect of, this Agreement  (each such  covenant,  event of
         default and provision  described in the preceding  clauses (i) and (ii)
         being herein called a "More Favorable Provision"),  unless, prior to or
         simultaneously with the Company entering into or becoming bound by such
         credit  agreement  or other  document  or  instrument,  (x) the Company
         executes and delivers to the Lenders an amendment to this Agreement and
         such other  documents  and  instruments  as the  Managing  Agents shall
         reasonably  request,  in each case reasonably  satisfactory in form and
         substance to the Managing  Agents,  which modify the provisions of this
         Agreement and the terms of the transactions  contemplated hereby and by
         the Credit Documents so as to give the Lenders the benefit of each More
         Favorable  Provision,  and (y) the Company  furnishes  to the Lenders a
         copy of such credit agreement, or other document or instrument.

         . Each of the Company and its Significant  Subsidiaries  shall maintain
with  financially  sound and  reputable  insurance  companies  insurance  on its
property in at least such amounts and against at least such risks as are usually
insured  against in the same general area by companies  engaged in the same or a
similar  business;  and  furnish to each  Lender,  upon  written  request,  full
information as to the insurance carried.

         . Each of the Company and its  Subsidiaries  shall maintain a system of
accounting  in  which  correct  entries  shall  be made of all  transactions  in
relation to their  business and affairs in accordance  with  generally  accepted
accounting  practice.  The fiscal year of the Company and its Subsidiaries shall
end on December  31 in each year and the fiscal  quarters of the Company and its
Subsidiaries  shall end on March 31, June 30,  September  30 and  December 31 in
each year.

                    . The  Company  shall  furnish  to the  Lenders  as  soon as
         available,  and in any  event  within  100 days  after  the end of each
         fiscal year,  the  Consolidated  balance  sheets of the Company and its
         Subsidiaries  as at the  end of  such  fiscal  year,  the  Consolidated
         statements  of  income  and  Consolidated   statements  of  changes  in
         shareholders'  equity  and  of  cash  flows  of  the  Company  and  its
         Subsidiaries  for such  fiscal  year  (all in  reasonable  detail)  and
         together,  in the  case  of  Consolidated  financial  statements,  with
         comparative  figures for the  immediately  preceding  fiscal year,  all
         accompanied by:

                    (a)  Reports of  Pricewaterhouse  Coopers  LLP (or,  if they
         cease  to be  auditors  of the  Company  and  its  Subsidiaries,  other
         independent   certified  public  accountants  of  recognized   national
         standing   selected   by   the   Company),   containing   no   material
         qualification,  to the  effect  that they have  audited  the  foregoing
         Consolidated financial statements in accordance with generally accepted
         auditing  standards  and that such  Consolidated  financial  statements
         present fairly, in all material respects, the financial position of the
         Company and its  Subsidiaries  covered thereby at the dates thereof and
         the  results of their  operations  for the periods  covered  thereby in
         conformity with GAAP.

                    (b) The statement of such  accountants that they have caused
         this  Agreement to be reviewed and that in the course of their audit of
         the Company and its  Subsidiaries no facts have come to their attention
         that cause them to believe  that any Default  exists and in  particular
         that they have no knowledge of any Default  under  Sections 6.5 through
         6.13 or,  if such is not the  case,  specifying  such  Default  and the
         nature thereof.  This statement is furnished by such  accountants  with
         the  understanding  that the examination of such accountants  cannot be
         relied  upon to give such  accountants  knowledge  of any such  Default
         except as it relates to accounting or auditing matters within the scope
         of their audit.

                    (c) A  certificate  of the  Company  signed  by a  Financial
         Officer to the effect that such officer has caused this Agreement to be
         reviewed and has no  knowledge  of any Default,  or if such officer has
         such knowledge,  specifying  such Default and the nature  thereof,  and
         what action the  Company has taken,  is taking or proposes to take with
         respect thereto and including  computations  showing  compliance by the
         Company  for and as of the end of such  year with the  requirements  of
         Section 6.5.

                    (d) Supplements to Exhibit 7.3 showing any material  changes
         in the information  set forth in such exhibit not previously  furnished
         to the  Lenders  in  writing,  as well as any  material  changes in the
         Charter,  Bylaws or  incumbency  of officers of the Company  from those
         previously certified to the Managing Agents.

                    . The  Company  shall  furnish  to the  Lenders  as  soon as
         available  and,  in any event,  within 55 days after the end of each of
         the first three fiscal quarters of the Company, the internally prepared
         Consolidated  balance sheets of the Company and its  Subsidiaries as of
         the end of such fiscal quarter,  the Consolidated  statements of income
         and  Consolidated  statements  of cash  flows  of the  Company  and its
         Subsidiaries  for such fiscal quarter and for the portion of the fiscal
         year then ended (all in reasonable detail) and together, in the case of
         Consolidated  statements,  with comparative figures for the same period
         in the preceding fiscal year, all accompanied by:

                    (a) A  certificate  of the  Company  signed  by a  Financial
         Officer to the effect that such financial statements have been prepared
         in accordance with GAAP and present fairly,  in all material  respects,
         the  financial  position of the Company  and its  Subsidiaries  covered
         thereby at the dates  thereof and the results of their  operations  for
         the periods  covered  thereby,  subject only to normal  year-end  audit
         adjustments and the addition of footnotes.

                    (b) A  certificate  of the  Company  signed  by a  Financial
         Officer to the effect that such officer has caused this Agreement to be
         reviewed and has no  knowledge  of any Default,  or if such officer has
         such knowledge, specifying such Default and the nature thereof and what
         action  the  Company  has  taken,  is taking or  proposes  to take with
         respect thereto and including  computations  showing  compliance by the
         Company for and as of the end of such quarter with the  requirements of
         Section 6.5.

                    (c) Supplements to Exhibit 7.3 showing any material  changes
         in the information  set forth in such exhibit not previously  furnished
         to the  Lenders  in  writing,  as well as any  material  changes in the
         Charter,  Bylaws or  incumbency  of officers of the Company  from those
         previously certified to the Managing Agents.

                    .  The Company shall promptly furnish to the Lenders:

               (a) As soon as prepared and released,  the  Company's  "Financial
          Perspective".

               (b) All reports  furnished  generally to the  shareholders of the
          Company.

               (c)  From and  after  the  Reorganization  Date,  such  effective
          registration  statements,  definitive  proxy statements and regular or
          periodic  reports,  including Forms S-1, S-2, S-3, S-4, 10-K, 10-Q and
          8-K,  as may be filed by the parent  corporation  of the Company or by
          the  Company  or any of  its  Subsidiaries  with  the  Securities  and
          Exchange  Commission  (other than  filings and reports with respect to
          dividend  reinvestment,  employee benefits or other similar plans, and
          filings and reports  pertaining to sales of or other  transactions  in
          securities of such parent or the Company or any  Subsidiary by Persons
          other than such parent or the Company or such Subsidiary).

               (d) Any 90-day letter or 30-day letter from the federal  Internal
          Revenue Service (or the equivalent notice received from state or other
          taxing  authorities)  asserting material tax deficiencies  against the
          Company or any of its Subsidiaries.

                    . The Company shall  promptly  furnish to the Lenders notice
         (which may be in the form of information in a document  provided by the
         Company  under  Section  6.4.3  or  other  provisions  hereof)  of  any
         litigation or any  administrative  or arbitration  proceeding (a) which
         creates  a  material  risk of  resulting,  after  giving  effect to any
         applicable   insurance,   in  the   payment  by  the  Company  and  its
         Subsidiaries  of more  than  $10,000,000  or (b) which  results,  or is
         likely to result, in a Material Adverse Change. Promptly upon acquiring
         knowledge  thereof,  the  Company  shall  notify  the  Lenders  of  the
         existence of any Default, specifying the nature thereof and what action
         the Company or any Subsidiary has taken,  is taking or proposes to take
         with respect thereto.  Promptly upon acquiring  knowledge thereof,  the
         Company  shall  notify the  Lenders of the  existence  of any  Material
         Adverse  Change,  specifying  the nature  thereof  and what  action the
         Company or any Subsidiary has taken, is taking or proposes to take with
         respect thereto.

                    . The Company shall furnish to the Managing Agents within 30
         days of the Company's preparation of, or receipt of, as applicable, the
         following items with respect to any Plan:

               (a) any request for a waiver of the minimum funding  standards or
          an extension of an amortization period, in each case under section 412
          of the Code or section 302 of ERISA,

               (b) any notice to the PBGC of a  reportable  event (as defined in
          section  4043 of ERISA),  unless the notice  requirement  with respect
          thereto has been waived by regulation,

               (c) any notice  received by any ERISA Group  Person that the PBGC
          has  instituted or intends to institute  proceedings  to terminate any
          Plan pursuant to section 4042 of ERISA, or that any Multiemployer Plan
          is insolvent  or in  reorganization  and, in either or both cases,  in
          connection  therewith,  an ERISA  Group  Person has  incurred or could
          reasonably be expected to incur material liability,

               (d)  notice  of the  intent  to  terminate  any Plan  other  than
          pursuant to section 4041(b) of ERISA, and

               (e)  notice  of  the  intention  of any  ERISA  Group  Person  to
          withdraw,  in whole or in part,  from any  Multiemployer  Plan and, in
          connection therewith, that such ERISA Group Person could reasonably be
          expected to incur material liability.

                    . From time to time at reasonable  intervals upon request of
         any  authorized  officer of any  Lender,  each of the  Company  and its
         Subsidiaries  shall  furnish  to the  Lenders  such  other  information
         regarding  the  business,   assets,  financial  condition,   income  or
         prospects  of the  Company  and its  Subsidiaries  as such  officer may
         reasonably   request,   including  copies  of  requested  tax  returns,
         licenses,  agreements,  leases  and  instruments  to  which  any of the
         Company or its Subsidiaries is party. The Lenders'  authorized officers
         and  representatives  shall have the right during normal business hours
         upon reasonable notice and at reasonable intervals to examine the books
         and  records of the Company  and its  Subsidiaries,  to make copies and
         notes  therefrom  for the purpose of  ascertaining  compliance  with or
         obtaining enforcement of this Agreement or any other Credit Document.

         ..5.       Certain Financial Tests

                    .  Consolidated  Net Worth  shall at all times  prior to the
         Generating Assets Sale Date equal or exceed the sum of (a) $450,000,000
         plus (b) the amount by which (i) 100% of the  proceeds  to the  Company
         (net of issuance  costs) realized after October 23, 1996 resulting from
         any  Equity   Transaction  of  the  Company  and  its  Subsidiaries  as
         determined in accordance with GAAP by  PricewaterhouseCoopers  LLP (or,
         if they cease to be auditors of the Company and its Subsidiaries, other
         independent   certified  public  accountants  of  recognized   national
         standing  selected by the Company) exceeds (ii) $5,000,000 plus (c) the
         amount by which (i) 100% of the Consolidated after-tax gain on sales of
         assets by the Company and its  Subsidiaries  after  October 23, 1996 as
         determined quarterly in accordance with GAAP by  PricewaterhouseCoopers
         LLP  (or,  if  they  cease  to be  auditors  of  the  Company  and  its
         Subsidiaries,   other  independent   certified  public  accountants  of
         recognized  national  standing  selected by the  Company)  exceeds (ii)
         $5,000,000.

                    6.5.1A. Consolidated Net Worth. Consolidated Net Worth shall
         at all times on and  after the  Generating  Assets  Sale Date  equal or
         exceed  the sum of (a)  $275,000,000  plus (b) the  amount by which (i)
         100% of the  proceeds to the Company (net of issuance  costs)  realized
         after  the  Generating  Assets  Sale  Date  resulting  from any  Equity
         Transaction  of the  Company  and its  Subsidiaries  as  determined  in
         accordance with GAAP by  PricewaterhouseCoopers  LLP (or, if they cease
         to be auditors of the Company and its  Subsidiaries,  other independent
         certified public  accountants of recognized  national standing selected
         by the Company)  exceeds (ii)  $5,000,000  plus (c) the amount by which
         (i) 100% of the  Consolidated  after-tax  gain on sale of assets by the
         Company  and its  Subsidiaries  which take place  after the  Generating
         Assets Sale Date as  determined  quarterly in  accordance  with GAAP by
         PricewaterhouseCoopers  LLP (or,  if they cease to be  auditors  of the
         Company  and  its  Subsidiaries,  other  independent  certified  public
         accountants of recognized  national  standing  selected by the Company)
         exceeds (ii) $5,000,000.

                    . The  "Common  Stock  Investment"  of the  Company  and its
         Subsidiaries  determined on a  Consolidated  basis in  accordance  with
         GAAP, and as shown on the Company's  Consolidated  balance sheet, shall
         at all times  equal or  exceed  35% of  "Total  Capitalization"  of the
         Company and its  Subsidiaries  determined  on a  Consolidated  basis in
         accordance with GAAP, as shown on the same balance sheet.

                    .  Consolidated  EBIT for each  period  of four  consecutive
         fiscal   quarters  of  the  Company  shall  equal  or  exceed  175%  of
         Consolidated Interest Expense for such period.

         . Neither  the Company nor any of its  Significant  Subsidiaries  shall
create,  incur,  assume or otherwise become or remain liable with respect to any
Indebtedness (or become contractually committed do so), except the following:

                    6.6.1.   Indebtedness in respect of the Credit Obligations.

                    6.6.2.   Guarantees permitted by Section 6.7.

                    6.6.3.  Indebtedness  secured by  purchase  money  mortgages
permitted by Section 6.8.8.

                    6.6.4.   Indebtedness   in  respect  of  Capitalized   Lease
         Obligations or secured by purchase money security  interests  permitted
         by Section  6.8.9;  provided,  however,  that the  aggregate  principal
         amount of all  Indebtedness  permitted by this Section 6.6.4 at any one
         time outstanding shall not exceed $40,000,000.

                    6.6.5.  Indebtedness  of  the  Company  consisting  of  debt
         subordinated  to the prior payment of the Credit  Obligations  on terms
         approved  by  the  holders  of 66 _% of  the  principal  amount  of the
         Revolving Loan at the time outstanding.

                    6.6.6.  Indebtedness  outstanding  on the  date  hereof  and
         described in Exhibit 7.3 and all renewals and extensions  thereof in an
         aggregate  principal  amount not in excess of the  aggregate  principal
         amount  thereof  outstanding  immediately  prior  to  such  renewal  or
         extension.

                    6.6.7.  Indebtedness of the Company evidenced by General and
         Refunding  Mortgage  Bonds of the Company  issued under the General and
         Refunding  Mortgage  Indenture,  but only so long as the  Company is in
         compliance with Section 6.2.4.

                    6.6.8.  Indebtedness  of  the  Company  in  respect  of  its
         Unsecured  Medium Term Notes,  provided  that the  aggregate  principal
         amount of all  Indebtedness  permitted by this Section 6.6.8 at any one
         time outstanding shall not exceed $500,000,000.

                    6.6.9.  Indebtedness  in respect of unsecured  debt to banks
         other than the Credit  Obligations  and the  Indebtedness  permitted by
         Section  6.6.12;  provided that the aggregate  principal  amount of all
         Indebtedness   permitted  by  this  Section   6.6.9  at  any  one  time
         outstanding shall not exceed $10,000,000.

                    6.6.10. Indebtedness of the Company in respect of commercial
         paper,  provided that the sum of the aggregate  principal amount of all
         Indebtedness permitted by this Section 6.6.10 and by Sections 6.6.9 and
         6.6.12 and the principal  amount of the Credit  Obligations  at any one
         time outstanding shall not exceed $85,000,000.

                    6.6.11. Unsecured long-term Indebtedness issued for the sole
         purpose  of  refunding  permitted  Indebtedness,   provided  that  such
         long-term  Indebtedness  shall be supported  by financial  covenants no
         more  restrictive  than those  contained  in the General and  Refunding
         Mortgage  Indenture  and shall not begin to  amortize  prior to 91 days
         following  the latest Final  Maturity Date in effect at the time of the
         issuance of such Indebtedness.

                   6.6.12.  Unsecured  Indebtedness  of  the Company outstanding
under  the Three-Year Revolving Credit Agreement.

         . Neither  the Company nor any of its  Significant  Subsidiaries  shall
become or remain liable with respect to any Guarantee,  including  reimbursement
obligations,  whether  contingent  or matured,  under letters of credit or other
financial guarantees by third parties (or become  contractually  committed do to
so), except the following:

                    6.7.1.  Guarantees of the Credit Obligations.

                    6.7.2.  Guarantees of Indebtedness permitted by Section 6.6.

                    6.7.3. Any Guarantee that is given,  entered into or created
         in  connection  with or as an inducement to (i) the purchase or sale of
         capacity or energy  (including  support  arrangements  with  respect to
         generating  plants and transmission and  distribution  facilities,  and
         contracts for the purchase of capacity  and/or energy) or of fuel, (ii)
         the  installation  of   energy-saving   devices  and  taking  of  other
         energy-saving  measures,  and (iii)  other  operational  matters in the
         ordinary  course of business;  provided,  however,  that no  individual
         Guarantee  permitted under this clause (iii) may present a liability or
         exposure  to the  Company  or a  Significant  Subsidiary  in an  amount
         greater than  $10,000,000;  and  provided,  further,  that this Section
         6.7.3 shall not permit the giving, entering into or creation, after the
         date hereof,  of any Guarantee  (other than as required under contracts
         existing on the date hereof)  providing  support for the acquisition by
         the Company or a Significant  Subsidiary  of  generating  capacity or a
         generating  plant (other than in connection with buyouts by the Company
         of  non-utility  generating   operations,   in  connection  with  power
         purchases  required by law or in connection  with exchanges of capacity
         or plant  entitlements  within  the  ordinary  course  of  ensuring  an
         adequate power supply to mitigate the Company's risk,  provided that no
         such exchange shall exceed three years in duration) which  individually
         presents a  liability  or  exposure  to the  Company  or a  Significant
         Subsidiary in an amount greater than $10,000,000.

         . Neither  the Company nor any of its  Significant  Subsidiaries  shall
create,  incur or enter  into,  or suffer to be created or incurred or to exist,
any Lien (or become contractually committed to do so), except the following:

  6.8.1. Liens to secure taxes,  assessments and other governmental  charges, to
         the extent that  payment  thereof  shall not at the time be required by
         Section 6.1.

                    6.8.2.  Liens  made (a) in  connection  with,  or to  secure
         payment of,  workers'  compensation,  unemployment  insurance,  old age
         pensions or other social  security,  (b) in  connection  with  casualty
         insurance  maintained in accordance with Section 6.3, (c) to secure the
         performance of bids, tenders,  contracts (other than contracts relating
         to  Financing  Debt) or  leases,  (d) to  secure  public  or  statutory
         obligations  or  surety  or  appeal  bonds,  (e) to  secure  indemnity,
         performance  or other similar bonds in the ordinary  course of business
         or (f) in connection with contested  amounts to the extent that payment
         thereof shall not at that time be required by Section 6.1.

                    6.8.3.  Liens in respect  of  judgments  or  awards,  to the
         extent  that such  judgments  or awards (a) have been in force for less
         than the  applicable  appeal  period  or (b) in  respect  of which  the
         Company  or  any  Subsidiary  shall  at  the  time  in  good  faith  be
         prosecuting  an appeal or  proceedings  for review  and, in the case of
         each of clauses (a) and (b), the Company or each Subsidiary  shall have
         taken  appropriate  reserves  therefor  in  accordance  with  GAAP  and
         execution of such judgment or award shall not be levied.

                    6.8.4. Liens of carriers, warehouses,  mechanics and similar
         Liens,  which,  in the case of any Lien  material  to the  Company or a
         Significant  Subsidiary,  (a) are in existence  fewer than 90 days from
         the date of  creation  thereof  or (b) if in  existence  for 90 days or
         longer  either (i) are not  delinquent  or (ii) are being  contested in
         good faith by the Company or any Subsidiary in appropriate  proceedings
         or actions (so long as, in the case of this clause (ii), the Company or
         such Significant  Subsidiary shall, if required by GAAP, have set aside
         on its books adequate reserves with respect  thereto);  and deposits to
         obtain the release of such Liens.

                    6.8.5.  Encumbrances  consisting  of or in the nature of (a)
         zoning restrictions, (b) easements, (c) reservations or restrictions on
         the use of tangible  property,  (d)  landlords'  and lessors'  Liens on
         rented  premises,  (e)  leases  (other  than  Capitalized  Leases)  and
         restrictions  on transfers or  assignment  of leases and (f) defects or
         irregularities (including any terms, conditions, agreements, covenants,
         exceptions  and  reservations  expressed  or provided in deeds or other
         agreements)  in title  thereto,  which in each  case do not  materially
         impair the conduct of the  business  of the Company or any  Significant
         Subsidiary.

                    6.8.6.  Restrictions under federal and state securities laws
         on the transfer of securities.

                    6.8.7.  Restrictions  under Foreign Trade Regulations on the
         transfer  or  licensing  of  certain  assets  of the  Company  and  its
         Significant Subsidiaries.

                    6.8.8.  Liens  constituting  (a)  purchase  money  Liens  on
         electric property acquired in the ordinary course of business after the
         October 23, 1996,  and (b) the  renewal,  extension or refunding of any
         purchase  money  Lien  referred  to in the  foregoing  clause  (a) in a
         principal amount not to exceed the principal  amount thereof  remaining
         unpaid  immediately  prior to such  renewal,  extension  or  refunding;
         provided,  however,  that each such  purchase  money Lien shall  attach
         solely  to the  particular  item  of  property  so  acquired  (and  any
         improvements  thereon  and, in case such item is affixed to land,  such
         Lien may  attach to such land and other  land  necessary  for access to
         such  property),  and the  principal  amount  of  Indebtedness  secured
         thereby  shall not exceed  the cost  (including  all such  Indebtedness
         secured  thereby,  whether or not  assumed) of such item of property to
         the Company or a Significant Subsidiary.

                    6.8.9.   Liens   constituting   (a)  purchase   money  Liens
         (including  mortgages,  conditional  sales,  Capitalized Leases and any
         other title retention or deferred  purchase  devices) in real property,
         interests  in  leases  or  tangible   personal   property  (other  than
         inventory)  existing  or created on or within 60 days after the date on
         which such  property is  acquired,  and (b) the  renewal,  extension or
         refunding of any security  interest referred to in the foregoing clause
         (a) in a principal  amount not to exceed the principal  amount  thereof
         remaining  unpaid  immediately  prior  to such  renewal,  extension  or
         refunding;  provided,  however,  that (i) each such  security  interest
         shall attach solely to the particular item of property so acquired (and
         any  improvements  thereon  and,  in case such item is affixed to land,
         such Lien may attach to such land and other land  necessary  for access
         to such property),  and the principal amount of Indebtedness (including
         Indebtedness  in  respect of  Capitalized  Lease  Obligations)  secured
         thereby  shall not exceed  the cost  (including  all such  Indebtedness
         secured  thereby,  whether or not  assumed) of such item of property to
         the  Company  or a  Significant  Subsidiary;  and  (ii)  the  aggregate
         principal amount of all Indebtedness secured by Liens permitted by this
         Section 6.8.9 shall not exceed the amount permitted by Section 6.6.4.

                    6.8.10.  Liens securing  obligations  neither assumed by the
         Company or any  Significant  Subsidiary  nor on account of which any of
         them customarily pays interest directly or indirectly, existing, either
         at the date hereof, or, as to property hereafter acquired,  constructed
         or improved, at the time of acquisition, construction or improvement by
         the Company or a Significant Subsidiary.

                    6.8.11.  Any right which any municipal or governmental  body
         or agency may have by virtue of any  franchise,  license,  contract  or
         statute to purchase,  or designate a purchaser of or order the sale of,
         any property of the Company or any Significant  Subsidiary upon payment
         of reasonable  compensation  therefor,  or to terminate any  franchise,
         license or other rights or to regulate the property and business of the
         Company or any Significant Subsidiary.

                    6.8.12. The Lien of judgments covered by insurance,  or upon
         appeal and covered,  if necessary,  by the filing of an appeal bond, or
         if not so  covered,  not  exceeding  at any  one  time  $10,000,000  in
         aggregate amount.

                    6.8.13.  Any Lien,  moneys  sufficient  for the discharge of
         which have been deposited in trust with the trustee or mortgagee  under
         the instrument evidencing such Lien, with irrevocable authority to such
         trustee or mortgagee to apply such moneys to the discharge of such Lien
         to the extent required for such purpose.

                    6.8.14.  Rights  reserved  to or vested in others to take or
         receive any part of the gas, by-products of gas or steam or electricity
         generated or produced by or from any  properties  of the Company or any
         Significant  Subsidiary or with respect to any other rights  concerning
         supply,  transportation  or storage of a commodity which is used in the
         ordinary course of business.

                    6.8.15.  The  Lien of the  General  and  Refunding  Mortgage
         Indenture,  Liens in effect on the date  hereof  imposed by the Finance
         Authority of Maine,  and other Liens in effect on the date hereof,  all
         as described on Exhibit 7.3.

         . Neither  the  Company  nor any of its  Subsidiaries  shall (a) at any
time,  permit the aggregate book value of the assets of the  Subsidiaries of the
Company to exceed 10% of the  aggregate  book value of the  Consolidated  assets
determined in accordance with GAAP or (b) acquire any ownership  interest in any
nuclear  energy   generating  plants  other  than  Investments  in  such  plants
outstanding, or required under contracts existing, on the date hereof.

         . The Company shall not merge with or enter into a  consolidation  with
another Person, except that CMP Merger Co., a Maine corporation,  may merge into
the Company on terms  substantially  identical to those  provided in the form of
Agreement  and Plan of Merger set forth in Appendix B to the Proxy  Statement of
the  Company  dated April 15,  1998.  The  Company  shall not sell,  transfer or
otherwise dispose of (or pledge or assign) any accounts  receivable  (except for
collection or enforcement in the ordinary course of business). The Company shall
not sell, transfer, sell and lease back or otherwise dispose of other assets for
an  aggregate  cumulative  consideration  in excess of  $200,000,000  (or become
contractually committed to do so), except the following:

                    6.10.1. The Company may sell,  transfer or otherwise dispose
         of (a)  inventory  and  Cash  Equivalents  in the  ordinary  course  of
         business and (b) tangible  assets no longer used or useful which are to
         be replaced in the ordinary course of business to the extent  necessary
         by other tangible assets of equal or greater value.

                    6.10.2. Licensing of products and intangible assets for fair
         value in the ordinary course of business.

                    6.10.3.  The Company may grant  easements  and other similar
         rights to use its real estate and properties.

                    6.10.4. Upon obtaining final approvals of such sale from the
         Maine Public  Utilities  Commission and the Federal  Energy  Regulatory
         Commission,  the Company may sell to an affiliate of FPL Group pursuant
         to the bid  submitted  by such buyer on  December  10,  1997 all of the
         Company's hydro,  fossil and biomass generating  assets,  including its
         interest in certain  Subsidiaries  which operate or participate in such
         assets, with a combined generating capacity of 1,185 megawatts.

         . Neither  the Company nor any of its  Significant  Subsidiaries  shall
enter into any agreement,  instrument,  deed or lease which  prohibits or limits
the ability of the  Company or any of its  Significant  Subsidiaries  to create,
incur,  assume  or  suffer  to  exist  any Lien  upon  any of  their  respective
properties,  assets or  revenues,  whether now owned or hereafter  acquired,  or
which requires the grant of any collateral for such  obligation if collateral is
granted for another obligation, except the following:

                    (a) This Agreement,  the other Credit Documents, the General
         and Refunding Mortgage Indenture and the FAME Loan Agreement.

                    (b)  Covenants  in  documents  creating  Liens  permitted by
         Sections  6.8.8  and  6.8.9  prohibiting  further  Liens on the  assets
         encumbered thereby.

                    (c) Immaterial agreements, instruments, deeds and leases.

                    (d)   The Three-Year Revolving Credit Agreement.

           Except to the extent that a failure to do so does not result,  and is
not likely to result, in the Company or an ERISA Group Person incurring material
liability, the Company and its Subsidiaries shall, and the Company shall use its
best  efforts to cause all ERISA Group  Persons to, (a) comply,  in all material
respects, with the provisions of ERISA and the Code applicable to each Plan, and
(b) meet all minimum funding requirements applicable to them with respect to any
Plan pursuant to section 302 of ERISA or section 412 of the Code.

         ..13.      Environmental Laws

                    . Each of the Company and its Significant Subsidiaries shall
         use and  operate  all of its  facilities  and  properties  in  material
         compliance with all  Environmental  Laws,  keep all necessary  permits,
         approvals, certificates,  licenses and other authorizations relating to
         environmental  matters  in effect  and  remain in  material  compliance
         therewith,  and handle all Hazardous  Materials in material  compliance
         with all  applicable  Environmental  Laws,  except where (a) compliance
         shall at the time be contested in good faith by appropriate proceedings
         or actions or (b)  failure  so to comply  has not  resulted,  or is not
         likely to result, in any Material Adverse Change.

                      Each of the Company and its Significant Subsidiaries shall
         as promptly as  practicable  notify each  Managing  Agent,  and provide
         copies upon  receipt,  of all written  claims,  complaints,  notices or
         inquiries from  governmental  authorities  relating to the condition of
         its material facilities and properties or compliance with Environmental
         Laws with respect to such material facilities and properties.

         . The  Company  shall make no  Distribution  (or  become  contractually
committed  to do so) if after  giving  effect to such  Distribution  any Default
shall exist under Section 6.5.1, 6.5.1A or 6.5.2.

     . In order to induce the Lenders to extend credit to the Company hereunder,
the Company represents and warrants as follows:

         ..1.       Organization and Business

                    . The  Company  is a duly  organized  and  validly  existing
         corporation,  in good standing under the laws of Maine,  with all power
         and authority,  corporate or otherwise, necessary to (a) enter into and
         perform this  Agreement  and each other Credit  Document to which it is
         party  and (b) own its  properties  and  carry on the  business  in all
         material  respects  as now  conducted  by it.  Certified  copies of the
         Charter (Capital Stock Provisions) and By-laws of the Company have been
         previously  delivered  to the  Managing  Agents  and  are  correct  and
         complete.

                    .  Each  Significant  Subsidiary  of  the  Company  is  duly
         organized,  validly existing and in good standing under the laws of the
         jurisdiction  in which it is organized,  with all power and  authority,
         corporate or otherwise,  necessary to own its  properties  and carry on
         the business in all material respects as now conducted by it. Certified
         copies of the Charter and By-laws of each Significant Subsidiary of the
         Company have been  previously  delivered to the Managing Agents and are
         correct and complete.

                    . Each of the Company and its  Significant  Subsidiaries  is
         duly and legally  qualified to do business as a foreign  corporation or
         other entity and is in good standing in each state or  jurisdiction  in
         which such qualification is required and is duly authorized,  qualified
         and  licensed  under all  laws,  regulations,  ordinances  or orders of
         public  authorities,  or  otherwise,  to carry on its  business  in the
         places and in the manner in which it is conducted,  except for failures
         to be so qualified,  in good  standing,  authorized  or licensed  which
         would not in the  aggregate  result,  or be likely  to  result,  in any
         Material Adverse Change.

                    . No options, warrants, conversion rights, preemptive rights
         or other  statutory or contractual  rights to purchase shares of common
         stock of any Significant  Subsidiary now exist,  nor has any Subsidiary
         authorized any such right, nor is any Significant  Subsidiary obligated
         in any other manner to issue shares of its common stock.

         ..2.    Financial Statements and Other Information; Material Agreements

               . The Company has  previously  furnished to the Lenders copies of
          the following:

                    (a) The audited  Consolidated  balance sheets of the Company
         and its  Subsidiaries  as at December 31 in each of 1997, 1996 and 1995
         and the  audited  Consolidated  statements  of income  and the  audited
         Consolidated  statements of changes in shareholders' equity and of cash
         flows of the Company and its  Subsidiaries  for the fiscal years of the
         Company then ended.

                    (b) The unaudited  Consolidated balance sheet of the Company
         and its Subsidiaries as at June 30, 1998 and the unaudited Consolidated
         statements  of  income  and of  cash  flows  of  the  Company  and  its
         Subsidiaries for the portion of the fiscal year then ended.

                    (c) The  Company's  report on 10-K for its fiscal year ended
         December 31, 1997, as filed with the Securities and Exchange Commission
         ("1997 10-K").

                    (d)   [Reserved]

                    The audited Consolidated financial statements (including the
         notes  thereto)  referred  to in clause  (a)  above  were  prepared  in
         accordance  with GAAP and fairly  present in all material  respects the
         financial   position  of  the  Company  and  its   Subsidiaries   on  a
         Consolidated  basis at the respective  dates thereof and the results of
         their  operations  for  the  periods  covered  thereby.  The  unaudited
         Consolidated  financial statements referred to in clause (b) above were
         prepared in  accordance  with GAAP and fairly  present in all  material
         respects the financial  position of the Company and its Subsidiaries at
         the  respective  dates thereof and the results of their  operations for
         the  periods  covered   thereby,   subject  to  normal  year-end  audit
         adjustment  and the  addition  of  footnotes  in the  case  of  interim
         financial  statements.  Neither the Company nor any of its Subsidiaries
         has any known  contingent  liability  material  to the  Company and its
         Subsidiaries  on a  Consolidated  basis which is required to be, but is
         not,  reflected in the balance sheets referred to in clauses (a) or (b)
         above (or delivered pursuant to Section 6.4.1 or 6.4.2) or in the notes
         thereto.

                    The 1997  10-K  contained  all  information  required  to be
         contained therein and otherwise  complied in all material respects with
         the Exchange Act and the rules and  regulations  thereunder.  Such 1997
         10-K did not contain any untrue  statement of material  fact or omit to
         state a  material  fact  necessary  in  order  to make  the  statements
         contained  therein  not  misleading  in the light of the  circumstances
         under which they were made.

                      The  Company  has  previously  furnished  to  the  Lenders
         correct and complete  copies,  including  all  exhibits,  schedules and
         amendments  thereto, of the Material  Agreements,  each as in effect on
         the date hereof, listed in Exhibit 7.2.2.

           Exhibit  7.3,  as  from  time  to  time  hereafter   supplemented  in
accordance with Sections 6.4.1 and 6.4.2,  sets forth (a) the amounts (as of the
dates indicated in Exhibit 7.3, as so supplemented) of all Financing Debt of the
Company and its Significant  Subsidiaries  and (b) all Liens and Guarantees with
respect to such  Financing  Debt.  The Company has  furnished  the Lenders  with
correct and complete  copies of any agreements  described in clauses (a) and (b)
above requested by the Required Lenders.

         . Since December 31, 1997, (a) no Material Adverse Change not disclosed
in the Pre-Closing 1934 Act Reports has occurred and (b) neither the Company nor
any Significant Subsidiary has entered into any material transaction outside the
ordinary  course of business that is not disclosed in the  Pre-Closing  1934 Act
Reports or otherwise disclosed to the Lenders.

         . The Company and its Significant  Subsidiaries  have such title to, or
interest in, all assets as is necessary for the  operations of their business as
now conducted by them, subject to no Liens except for Liens permitted by Section
6.8.

         . The operations of the Company and its  Subsidiaries  as now conducted
are not in  violation  of,  nor is the  Company or its  Subsidiaries  in default
under, any Legal Requirement presently in effect, except for such violations and
defaults  as do not and will  not,  in the  aggregate,  result,  or be likely to
result,  in any Material  Adverse Change.  The Company has received no notice of
any such  violation  or default and has no  knowledge  of any basis on which the
operations of the Company or its Subsidiaries,  as now conducted,  would be held
so as to violate or to give rise to any such violation or default.

         . No  litigation,  at law or in equity,  or any  proceeding  before any
court, board or other governmental or administrative agency or any arbitrator is
pending or overtly  threatened which would affect the Credit  Obligations,  and,
except as disclosed in the Pre-Closing 1934 Act Reports,  no litigation,  at law
or in equity, or any proceeding before any court, board or other governmental or
administrative agency or any arbitrator is pending, or overtly threatened which,
after giving effect to any  applicable  insurance,  has resulted or is likely to
result in a material  adverse effect on the financial  condition,  operations or
properties   or  financial  or  business   prospects  of  the  Company  and  its
Subsidiaries or which seeks to enjoin the  consummation,  or which questions the
validity, of any of the transactions contemplated by this Agreement or any other
Credit  Document.  Except as disclosed in the Pre-Closing  1934 Act Reports,  no
judgment,  decree  or  order  of any  court,  board  or  other  governmental  or
administrative  agency or any  arbitrator  has been issued  against or binds the
Company or any of its Subsidiaries  which has resulted,  or is likely to result,
in any Material Adverse Change.

         . The  Company  has taken all  corporate  action  required  to execute,
deliver and perform this Agreement and each other Credit Document to which it is
party.  No consent of  stockholders  of the  Company  is  necessary  in order to
authorize the execution,  delivery or performance of this Agreement or any other
Credit  Document to which the Company is party.  Each of this Agreement and each
other Credit Document constitutes the legal, valid and binding obligation of the
Company and is enforceable against the Company in accordance with its terms.

         . Neither the  execution  and  delivery of this  Agreement or any other
Credit  Document,   nor  the  making  of  any  borrowings  hereunder,   nor  the
consummation of any transaction referred to in or contemplated by this Agreement
or any  other  Credit  Document,  nor the  fulfillment  of the  terms  hereof or
thereof,  has  constituted  or resulted in or will  constitute  or result in (it
being  understood  that  the  Prior  Credit   Agreements  will  be  concurrently
terminated pursuant to Section 5.1.5):

                    (a) any  breach  or  termination  of the  provisions  of any
         agreement, instrument, deed or lease to which the Company or any of its
         Subsidiaries  is a party or by which it is bound,  or of the Charter or
         By-laws of the Company or any of its  Subsidiaries  (including  without
         limitation any provision of the Charter of the Company  restricting the
         issuance of unsecured debt securities);

                    (b) the violation of any law, statute,  judgment,  decree or
         governmental order, rule or regulation applicable to the Company or any
         of its Subsidiaries;

                    (c) the creation  under any agreement,  instrument,  deed or
         lease of any Lien upon any of the  assets of the  Company or any of its
         Subsidiaries; or

                    (d)  any   redemption,   retirement   or  other   repurchase
         obligation of the Company or any of its Subsidiaries under any Charter,
         By-law, agreement, instrument, deed or lease.

All approvals, authorizations or other actions by, or declarations to or filings
with, any governmental or administrative authority or any other Person, required
to be obtained or made by the Company or any of its  Subsidiaries as a condition
to the execution,  delivery and performance of this Agreement,  the Notes or any
other Credit Document,  the transactions  contemplated  hereby or thereby or the
making of any borrowing hereunder, have been obtained or made.

         . Neither  the Company nor any of its  Significant  Subsidiaries  is in
default  under any  provision of its Charter or By-laws or of this  Agreement or
any other Credit Document. Neither the Company nor any of its Subsidiaries is in
default under any provision of any agreement, instrument, deed or lease to which
it is  party  or by which it or its  property  is bound so as to  result,  or be
likely to result, in any Material Adverse Change. Neither the Company nor any of
its Subsidiaries has violated any law, judgment,  decree or governmental  order,
rule or regulation, in each case so as to result, or be likely to result, in any
Material Adverse Change.

           The Company and its Significant Subsidiaries have all patents, patent
applications,  patent licenses,  patent rights,  trademarks,  trademark  rights,
trade  names,  trade name rights,  copyrights,  licenses,  franchises,  permits,
authorizations and other rights as are necessary for the conduct in all material
respects of the business of the Company and its Significant  Subsidiaries as now
conducted  by them.  All of the  foregoing  are in full  force and effect in all
material respects,  and each of the Company and its Significant  Subsidiaries is
in substantial compliance with the foregoing without any known conflict with the
valid  rights  of others  which has  resulted,  or is likely to  result,  in any
Material Adverse Change. No event has occurred which permits, or after notice or
lapse of time or both would permit,  the  revocation or  termination of any such
license,  franchise  or other  right or which  affects  the rights of any of the
Company  and its  Significant  Subsidiaries  thereunder  so as to result,  or be
likely to result, in any Material Adverse Change.

         . Each of the Company and its  Significant  Subsidiaries  has filed all
material tax and  information  returns  which are required to be filed by it and
has paid, or made adequate provision for the payment of, all taxes which have or
may become due  pursuant to such  returns or to any  assessment  received by it,
other  than  taxes  and  assessments  being  contested  by the  Company  and its
Significant Subsidiaries in good faith by appropriate proceedings or actions and
for which  adequate  reserves  have been taken if required by GAAP.  Neither the
Company nor any of its Significant Subsidiaries knows of any material additional
assessments  or any basis  therefor.  The Company  reasonably  believes that the
charges,  accruals and reserves on the books of the Company and its  Significant
Subsidiaries in respect of taxes or other governmental charges are adequate.

         ..13.      Certain Business Representations

                    . No dispute or  controversy  between  the Company or any of
         its Subsidiaries and any of their respective employees has resulted, or
         is likely to result, in any Material Adverse Change.

                    . Except as disclosed in the  Pre-Closing  1934 Act Reports,
         neither the Company nor any of its Subsidiaries is party to or bound by
         any agreement,  instrument, deed or lease or is subject to any Charter,
         By-law or other  restriction,  commitment or requirement  which, in the
         opinion of the  management of such Person,  is so unusual or burdensome
         as in the foreseeable  future to result,  or be likely to result,  in a
         Material Adverse Change.

         ..14.      Environmental Regulations

                    . Except as disclosed in the  Pre-Closing  1934 Act Reports,
         each  of the  Company  and its  Subsidiaries  is in  compliance  in all
         material  respects with the Clean Air Act, the Federal Water  Pollution
         Control Act, the Marine Protection  Research and Sanctuaries Act, RCRA,
         CERCLA and any other Environmental Law in effect in any jurisdiction in
         which any  properties  of the  Company or any of its  Subsidiaries  are
         located  or  where  any of them  conducts  its  business,  and with all
         applicable published rules and regulations of the federal Environmental
         Protection  Agency  and of any  similar  agencies  in states or foreign
         countries  in  which  the  Company  or its  Subsidiaries  conducts  its
         business,  except  instances of  non-compliance  which in the aggregate
         have not resulted,  and are not likely to result, in a Material Adverse
         Change.

                    . Except as disclosed in the  Pre-Closing  1934 Act Reports,
         no suit, claim, action or proceeding of which the Company or any of its
         Subsidiaries  has been given notice or otherwise  has  knowledge is now
         pending before any court,  governmental agency or board or other forum,
         or to the Company's or any of its Subsidiaries knowledge, threatened by
         any Person (nor to the Company's or any of its Subsidiaries' knowledge,
         does any factual basis exist therefor) for, and neither the Company nor
         any of its Subsidiaries have received written  correspondence  from any
         federal, state or local governmental authority with respect to:

                    (a)  noncompliance by the Company or any of its Subsidiaries
         with any Environmental Law;

                    (b)  personal  injury,  wrongful  death  or  other  tortious
         conduct relating to materials, commodities or products used, generated,
         sold,  transferred  or  manufactured  by  the  Company  or  any  of its
         Subsidiaries  (including  products made of, containing or incorporating
         asbestos,  lead or  other  hazardous  materials,  commodities  or toxic
         substances); or

                    (c) the release into the  environment  by the Company or any
         of its Subsidiaries of any Hazardous  Material generated by the Company
         or any of its  Subsidiaries  whether or not  occurring  at or on a site
         owned,  leased or operated  by the Company or any of its  Subsidiaries;
         and which in the  aggregate for clauses (a) and (b) and this clause (c)
         have not resulted,  and are not likely to result, in a Material Adverse
         Change.

                    . Except as disclosed in the  Pre-Closing  1934 Act Reports,
         any waste disposal or dump sites at which Hazardous  Material generated
         by either the Company or any of its  Subsidiaries  has been disposed of
         directly by the Company or any of its  Subsidiaries and all independent
         contractors  to  whom  the  Company  or any of  its  Subsidiaries  have
         delivered  Hazardous  Material,  or to  the  Company's  or  any  of its
         Subsidiaries'  knowledge,  where Hazardous  Material finally came to be
         located, have not resulted, and are not likely to result, in a Material
         Adverse Change.

         . Each  Plan and,  without  special  inquiry  to the  knowledge  of the
Company,  each Multiemployer Plan, is in material compliance with the applicable
provisions  of ERISA and the Code.  Except to the extent that a failure to do so
has resulted or could reasonably be expected to result in material  liability of
the  Company,  the  minimum  funding  standards  of section  412 of the Code and
section  302 of ERISA have been met in  connection  with all Plans  and,  to the
knowledge  of the  Company,  no  condition  exists  with  respect  to which  the
institution  of  proceedings  to terminate  any Plan under section 4042 of ERISA
could  reasonably be expected.  To the knowledge of the Company  without special
inquiry,  no Multiemployer  Plan is currently  insolvent or in reorganization or
has been terminated  within the meaning of ERISA,  pursuant to which the Company
has incurred or could reasonably be expected to incur material liability.

         ..16.    Foreign Trade Regulations; Government Regulation; Margin Stock

                    . Neither the  execution  and delivery of this  Agreement or
         any  other  Credit  Document,  nor the  making  by the  Company  of any
         borrowings  hereunder has constituted or resulted in or will constitute
         or result in the violation of any Foreign Trade Regulation.

                    . The Company is not subject to  regulation  as a registered
         holding  company under the Public Utility  Holding Company Act of 1935,
         the Federal Power Act, the Investment  Company Act of 1940, as amended,
         the  Interstate  Commerce  Act  or  any  statute  or  regulation  which
         regulates the incurring by the Company of the Credit Obligations except
         for  regulation by the State of Maine Public  Utilities  Commission and
         the  Federal  Energy  Regulatory  Commission,  which on or  before  the
         Initial  Closing Date shall have  authorized the execution and delivery
         of this Agreement and the Notes and shall,  together with any necessary
         renewals, have authorized all borrowing hereunder.

         . Neither this Agreement nor any other Credit  Document to be furnished
to the  Lenders  by or on behalf of the  Company or any of its  Subsidiaries  in
connection with the transactions  contemplated hereby or by such Credit Document
contains any untrue statement of material fact or omits to state a material fact
necessary  in order to make the  statements  contained  herein  or  therein  not
misleading in light of the circumstances under which they were made.

 ..       Defaults

         .  The following events are referred to as "Events of Default":

                    .  The Company shall fail to make any payment in respect of:

                    (a)  interest  or  any  fee on or in  respect  of any of the
         Credit Obligations owed by it as the same shall become due and payable,
         and such failure shall continue for a period of two Banking Days; or

                    (b) principal of any of the Credit Obligations owed by it as
         the same shall become due,  whether at maturity or by  acceleration  or
         otherwise.

                    . The  Company  or any of its  Subsidiaries  shall  fail  to
         perform or observe  any of the  provisions  of  Section  6.2.2(b),  the
         second sentence of Section 6.4.4 or Sections 6.5 through 6.11.

                    . The  Company  or any of its  Subsidiaries  shall  fail  to
         perform or observe any other  covenant,  agreement  or  provision to be
         performed  or observed by it under this  Agreement  or any other Credit
         Document,   and  such  failure  shall  not  be  cured  to  the  written
         satisfaction  of the  Required  Lenders  within  30 days  after  notice
         thereof by either Managing Agent or any Lender to the Company.

                    . Any  representation  or warranty of or with respect to the
         Company  or any of its  Subsidiaries  made  to the  Lenders  or  either
         Managing Agent in,  pursuant to or in connection with this Agreement or
         any other Credit  Document shall be materially  false on the date as of
         which it was made.

                    8.1.5.   Cross Default, etc.

                    (a) The  Company  or any of its  Subsidiaries  shall fail to
         make any payment when due (after giving effect to any applicable  grace
         periods)  in  respect  of any  Financing  Debt  (other  than the Credit
         Obligations)  outstanding in an aggregate amount of principal  (whether
         or not due) exceeding $10,000,000 ("$10,000,000 Financing Debt");

                    (b) the  Company  or any of its  Subsidiaries  shall fail to
         perform or observe the terms of any agreement or instrument relating to
         such Financing  Debt, and such failure shall  continue,  without having
         been duly cured, waived or consented to, beyond the period of grace, if
         any, specified in such agreement or instrument,  and such failure shall
         permit the acceleration of $10,000,000 Financing Debt;

                    (c) $10,000,000  Financing Debt of the Company or any of its
         Subsidiaries shall be accelerated prior to its stated maturity; or

                    (d) any Lien on any  property  of the  Company or any of its
         Subsidiaries  securing $10,000,000  Financing Debt shall be enforced by
         foreclosure or similar action.

                      Any material  provision of any Credit Document shall cease
         for any  reason  (other  than  the  scheduled  termination  thereof  in
         accordance  with its terms) to be  enforceable  in accordance  with its
         terms  or in full  force  and  effect,  and  such  event  shall  not be
         rectified or cured to the written  satisfaction of the Required Lenders
         within 30 days after  notice  thereof by either  Managing  Agent or any
         Lender to the Company.

                    . A final judgment (a) which,  with other  outstanding final
         judgments  against  the  Company  and  its  Subsidiaries,   exceeds  an
         aggregate of  $10,000,000  in excess of applicable  insurance  coverage
         shall be rendered  against the Company or any of its  Subsidiaries,  or
         (b)  which  grants  injunctive  relief  that  results,  or is likely to
         result,  in a Material Adverse Change and in either case if, (i) within
         30 days  after  entry  thereof,  such  judgment  shall  not  have  been
         discharged or execution thereof stayed pending appeal or (ii) within 30
         days after the  expiration of any such stay,  such  judgment  shall not
         have been discharged.

                    . 1.8.   ERISA

                    (a) (i) a "reportable  event" (as defined in section 4043 of
         ERISA) shall have occurred that reasonably  could be expected to result
         in termination of a Plan or the appointment by the  appropriate  United
         States  District  Court  of a  trustee  to  administer  any Plan or the
         imposition  of a Lien in favor of a Plan;  (ii) any ERISA Group  Person
         shall  fail to pay when due any  amounts  which  it shall  have  become
         liable to pay to the PBGC or to a Plan under Title IV of ERISA; (iii) a
         notice of intent to  terminate  a Plan shall be filed under Title IV of
         ERISA by any ERISA Group Person or administrator other than pursuant to
         section 4041(b) of ERISA; or (iv) the PBGC shall institute  proceedings
         under  Title IV of  ERISA to  terminate  or to  cause a  trustee  to be
         appointed to administer any Plan or a proceeding shall be instituted by
         a fiduciary of any Plan  against the Company to enforce  section 515 or
         4219(c)(5) of ERISA and such  proceeding  shall not have been dismissed
         within 30 days thereafter; and

                    (b) any one or more of the events or conditions specified in
         clauses (i) through (iv) of paragraph  (a) of this Section  8.1.8 shall
         occur and  result  in, or be likely to result  in, a  Material  Adverse
         Change.

                      The Company or any of its Significant Subsidiaries shall:

                    (a) commence a voluntary case under the  Bankruptcy  Code or
         authorize,  by  appropriate  proceedings  of its board of  directors or
         other governing body, the commencement of such a voluntary case;

                    (b) (i) have  filed  against  it a  petition  commencing  an
         involuntary  case  under the  Bankruptcy  Code that shall not have been
         dismissed  within 60 days  after  the date on which  such  petition  is
         filed,  or (ii) file an answer or other  pleading  within  such  60-day
         period admitting or failing to deny the material  allegations of such a
         petition or seeking, consenting to or acquiescing in the relief therein
         provided,  or (iii) have entered  against it an order for relief in any
         involuntary case commenced under the Bankruptcy Code;

                    (c) seek relief as a debtor under any applicable  law, other
         than  the  Bankruptcy  Code,  of  any  jurisdiction   relating  to  the
         liquidation  or  reorganization  of debtors or to the  modification  or
         alteration  of the rights of  creditors,  or consent to or acquiesce in
         such relief;

                    (d) have  entered  against it under any law  referred  to in
         clause  (c)  above an order by a court of  competent  jurisdiction  (i)
         finding it to be bankrupt or insolvent,  (ii) ordering or approving its
         liquidation  or  reorganization  as a  debtor  or any  modification  or
         alteration of the rights of its creditors or (iii) assuming custody of,
         or appointing a receiver or other  custodian  for, all or a substantial
         portion of its property; or

                    (e) under any law  referred to in clause (c) above,  make an
         assignment  for the benefit of, or enter into a composition  with,  its
         creditors,  or appoint,  or consent to the appointment of, or suffer to
         exist a receiver or other  custodian for, all or a substantial  portion
         of its property.

                    . If any one or more  Events of Default  shall  occur and be
         continuing, then in each and every such case:

                    . The Managing Agents on behalf of the Lenders may (and upon
         written  request of the  Required  Lenders the Managing  Agents  shall)
         terminate the obligations of the Lenders to make any further extensions
         of credit  under the  Credit  Documents  by  furnishing  notice of such
         termination to the Company.

                    . The Managing Agents on behalf of the Lenders may (and upon
         written  request of the  Required  Lenders the Managing  Agents  shall)
         proceed to protect and enforce the  Lenders'  rights by suit in equity,
         action at law and/or other appropriate proceeding,  either for specific
         performance of any covenant or condition contained in this Agreement or
         any other Credit Document or in any instrument or assignment  delivered
         to the Lenders pursuant to this Agreement or any other Credit Document,
         or in aid of the exercise of any power granted in this Agreement or any
         other Credit Document or any such instrument or assignment.

                    . The Managing Agents on behalf of the Lenders may (and upon
         written  request of the Required  Lenders the Managing Agents shall) by
         notice in writing to the Company  declare all or any part of the unpaid
         balance of the Credit  Obligations  then  outstanding to be immediately
         due and  payable,  and  thereupon  such unpaid  balance or part thereof
         shall  become  so due and  payable  without  presentation,  protest  or
         further demand or notice of any kind, all of which are hereby expressly
         waived;  provided,  however,  that if a Bankruptcy  Default  shall have
         occurred,   the  unpaid  balance  of  the  Credit   Obligations   shall
         automatically become immediately due and payable.

                    . The Managing Agents on behalf of the Lenders may (and upon
         written  request of the  Required  Lenders the Managing  Agents  shall)
         proceed to enforce payment of the Credit  Obligations in such manner as
         they may elect.  The Lenders may offset and apply toward the payment of
         the  Credit  Obligations  (and/or  toward  the  curing  of any Event of
         Default) any  Indebtedness  from the Lenders to the Company,  including
         any Indebtedness represented by deposits in any account maintained with
         the Lenders.

                    . To the  extent  not  prohibited  by  applicable  law which
         cannot be waived,  all of the Lenders' rights  hereunder and under each
         other Credit Document shall be cumulative.

         . Once an Event of Default has occurred, such Event of Default shall be
deemed to exist and be continuing for all purposes of the Credit Documents until
the Required  Lenders or the  Managing  Agents (with the consent of the Required
Lenders)  shall have waived such Event of Default in writing,  stated in writing
that the same has been cured to such Lenders' reasonable satisfaction or entered
into an amendment to this Agreement  which by its express terms cures such Event
of  Default,  at which time such  Event of Default  shall no longer be deemed to
exist or to have continued. No such action by the Lenders or the Managing Agents
shall extend to or affect any  subsequent  Event of Default or impair any rights
of the Lenders  upon the  occurrence  thereof.  The making of any  extension  of
credit  during  the  existence  of any  Default  or Event of  Default  shall not
constitute a waiver thereof.

         . To the extent that such waiver is not prohibited by the provisions of
applicable law that cannot be waived, the Company waives:

                    (a) all  presentments,  demands for performance,  notices of
         nonperformance  (except to the extent required by this Agreement or any
         other  Credit  Document),  protests,  notices of protest and notices of
         dishonor;

                    (b) any  requirement  of diligence or promptness on the part
         of any Lender in the  enforcement  of its rights under this  Agreement,
         the Notes or any other Credit Document;

                    (c) any and all notices of every kind and description  which
         may be required to be given by any statute or rule of law; and

                    (d) any defense  (other than  indefeasible  payment in full)
         which it may now or hereafter have with respect to its liability  under
         this Agreement,  the Notes or any other Credit Document or with respect
         to the Credit Obligations.

 ..       Expenses; Indemnity

     . Whether or not the transactions contemplated hereby shall be consummated,
the Company will pay:

                    (a)  all   reasonable   expenses  of  the  Managing   Agents
         (including the  out-of-pocket  expenses related to forming the group of
         Lenders and  reasonable  fees and  disbursements  of the counsel to the
         Managing  Agents) in connection with the preparation and duplication of
         this  Agreement  and  each  other  Credit  Document,  the  transactions
         contemplated hereby and thereby and amendments,  waivers,  consents and
         other operations hereunder and thereunder;

                    (b)  all   recording   and  filing  fees  and  transfer  and
         documentary  stamp and similar  taxes at any time payable in respect of
         this  Agreement,  any other Credit  Document or the  incurrence  of the
         Credit Obligations; and

                    (c) all other reasonable expenses incurred by the Lenders or
         the holder of any Credit  Obligation in connection with the enforcement
         of any rights hereunder or under any other Credit  Document,  including
         costs  of  collection  and  reasonable  attorneys'  fees  (including  a
         reasonable  allowance for the hourly cost of attorneys  employed by the
         Lenders on a salaried basis) and expenses.

         . The Company shall  indemnify the Lenders and the Managing  Agents and
hold  them  harmless  from any  liability,  loss or  damage  resulting  from the
violation  by the  Company  of Section  2.4.  In  addition,  the  Company  shall
indemnify each Lender, each Managing Agent, each of the Lenders' or the Managing
Agents' directors, officers and employees, and each Person, if any, who controls
any Lender or either  Managing Agent (each Lender,  each Managing Agent and each
of such directors,  officers, employees and control Persons is referred to as an
"Indemnified Party") and hold each of them harmless from and against any and all
claims, damages,  liabilities and reasonable expenses (including reasonable fees
and  disbursements  of counsel  with whom any  Indemnified  Party may consult in
connection  therewith and all  reasonable  expenses of litigation or preparation
therefor) which any Indemnified Party may incur or which may be asserted against
any Indemnified Party in connection with the Indemnified Party's compliance with
or contest of any subpoena or other process  issued against it or any litigation
or  investigation,  in each case  involving  this  Agreement  (but including any
subpoenas or other process demanding  disclosure of information  provided to the
Lenders  in  connection  with this  Agreement,  even if such  subpoena  or other
process  arises in a context  unrelated  to this  Agreement),  any other  Credit
Document or any transaction contemplated hereby or thereby;  provided,  however,
that the  foregoing  indemnity  shall not apply to  litigation  commenced by the
Company  against the Lenders or the Managing  Agents which seeks  enforcement of
any of the rights of the Company  hereunder or under any other  Credit  Document
and is  determined  adversely to the Lenders or the  Managing  Agents in a final
nonappealable  judgment or to the extent such claims,  damages,  liabilities and
expenses result from a Lender's or either Managing  Agent's gross  negligence or
willful misconduct.

 .0.      Operations; Managing Agents

         . The Percentage  Interest of each Lender in the Revolving Loan and the
related  Commitments shall be computed based on the maximum principal amount for
each Lender as set forth in the  Register,  as from time to time in effect.  The
current Percentage Interests are set forth in Exhibit 10.1, which may be updated
by the Boston Managing Agent from time to time to conform to the Register.

         . The Boston Managing Agent shall be responsible for  documentation  of
the Loans and any amendments,  waivers or modifications to this Agreement or the
Notes and any documents and  instruments in connection  therewith.  The New York
Managing Agent shall be responsible for all  disbursements and payments (subject
to the obligations of the other Lenders hereunder), including arranging, pricing
and making  Loans,  receiving  payments of principal,  interest,  fees and other
amounts payable from the Company. Except as expressly otherwise provided herein,
both  Managing  Agents  shall be entitled to receive all notices  required to be
provided hereunder by the Company and the Lenders.

         . Each of the Lenders  appoints and  authorizes  BankBoston and Bank of
New York to act for the Lenders as the Lenders'  Managing  Agents in  connection
with the  transactions  contemplated  by this  Agreement  and the  other  Credit
Documents  on the terms set  forth  herein.  In  acting  hereunder,  the  Boston
Managing  Agent is acting  for the  account of  BankBoston  to the extent of its
Percentage  Interest  and for the account of each other  Lender to the extent of
the Lenders'  respective  Percentage  Interests,  the New York Managing Agent is
acting  for the  account  of Bank of New York to the  extent  of its  Percentage
Interest  and for the account of each other Lender to the extent of the Lenders'
respective  Percentage  Interests,   and  all  action  in  connection  with  the
enforcement  of, or the exercise of any remedies (other than the Lenders' rights
of set-off as provided in Section 8.2.4 or in any Credit Document) in respect of
the Credit  Obligations  and  Credit  Documents  shall be taken by the  Managing
Agents.

         . The  Company  shall be fully  protected  in making  all  payments  in
respect of the Credit  Obligations  to the New York Managing  Agent,  in relying
upon  consents,  modifications  and amendments  executed by the Managing  Agents
purportedly on the Lenders'  behalf,  and in dealing with the Managing Agents as
herein  provided.  The New York  Managing  Agent may charge the  accounts of the
Company, on the dates when the amounts thereof become due and payable,  with the
amounts of the  principal  of and  interest on the Loan,  Facility  Fees and all
other fees and amounts owing under any Credit Document.

         .0.5.      Lender Operations for Advances, etc

                    . Prior to 12:00 noon (New York time) on each Closing  Date,
         each Lender shall advance to the New York Managing Agent in immediately
         available funds such Lender's Percentage Interest in the portion of the
         Revolving  Loan  advanced  on such  Closing  Date  (and in the  case of
         Competitive  Auction  Facility Loans,  each Lender making a Competitive
         Auction  Facility Loan shall advance to the New York Managing  Agent in
         immediately  available  funds the  amount of such  Competitive  Auction
         Facility  Loan  advanced on such Closing  Date).  If such funds are not
         received  at such  time,  but all  applicable  conditions  set forth in
         Section 5 have been satisfied,  each Lender authorizes and requests the
         New York Managing Agent to advance for the Lender's  account,  pursuant
         to the terms hereof,  the Lender's  respective  Percentage  Interest in
         such portion of the  Revolving  Loan (or, in the case of a  Competitive
         Auction Facility Loan, the amount of such Competitive  Auction Facility
         Loan)  and  agrees  to  reimburse  the  New  York  Managing   Agent  in
         immediately  available  funds for the amount thereof prior to 2:00 p.m.
         (New York  time) on the day any  portion  of the  Revolving  Loan (or a
         Competitive  Auction  Facility Loan) is advanced  hereunder;  provided,
         however, that the New York Managing Agent is not authorized to make any
         such advance for the account of any Lender who has previously  notified
         the New York  Managing  Agent in writing  that such  Lender will not be
         performing its  obligations  to make further  advances  hereunder;  and
         provided,  further,  that the New York Managing Agent shall be under no
         obligation to make any such advance.

                      All payments of  principal  and interest in respect of the
         extensions of credit made pursuant to this Agreement, Facility Fees and
         other fees under this Agreement  shall, as a matter of convenience,  be
         made by the  Company  to the New York  Managing  Agent  in  immediately
         available  funds.  The share of each  Lender  shall be credited to such
         Lender by the New York Managing Agent in immediately available funds in
         such manner that the principal  amount of the Credit  Obligations to be
         paid shall be paid  proportionately  in  accordance  with the  Lenders'
         respective  Percentage Interests in such Credit Obligations,  except as
         otherwise  provided  in  this  Agreement  (including  with  respect  to
         Competitive  Auction Facility Loans).  Under no circumstances shall any
         Lender be  required  to produce or present its Notes as evidence of its
         interests  in the  Credit  Obligations  in  any  action  or  proceeding
         relating to the Credit Obligations.

                    . In the event that any Lender  fails to  reimburse  the New
         York  Managing  Agent  pursuant  to Section  10.5.1 for the  Percentage
         Interest  (or  Competitive  Auction  Facility  Loan) of such  Lender (a
         "Delinquent  Lender") in any credit  advanced by the New York  Managing
         Agent pursuant hereto,  overdue amounts (the "Delinquent  Payment") due
         from the  Delinquent  Lender to the New York Managing  Agent shall bear
         interest,  payable by the Delinquent  Lender on demand,  at a per annum
         rate  equal to (a) the  Federal  Funds  Rate for the first  three  days
         overdue  and (b) the sum of 2% plus  the  Federal  Funds  Rate  for any
         longer period.  Such interest shall be payable to the New York Managing
         Agent for its own account for the period  commencing on the date of the
         Delinquent  Payment  and  ending  on the  date  the  Delinquent  Lender
         reimburses  the New York  Managing  Agent on account of the  Delinquent
         Payment and the accrued  interest thereon (the  "Delinquency  Period"),
         whether  pursuant to the  assignments  referred to below or  otherwise.
         Upon notice by the New York Managing Agent, the Company will pay to the
         New York Managing Agent the principal (but not the interest) portion of
         the Delinquent Payment. During the Delinquency Period, in order to make
         reimbursements for the Delinquent Payment and accrued interest thereon,
         the Delinquent  Lender shall be deemed to have assigned to the New York
         Managing  Agent all interest,  Facility Fees and other payments made by
         the Company under Section 3 that would have  thereafter  otherwise been
         payable under the Credit Documents to the Delinquent Lender. During any
         other period in which any Lender is not performing  its  obligations to
         extend  credit  under  Section  2  (a  "Nonperforming   Lender"),   the
         Nonperforming  Lender  shall be deemed to have  assigned to each Lender
         that  is  not  a  Nonperforming  Lender  (a  "Performing  Lender")  all
         principal  and other  payments made by the Company under Section 4 that
         would have thereafter otherwise been payable under the Credit Documents
         to the Nonperforming Lender. The New York Managing Agent shall credit a
         portion of such payments to each  Performing  Lender in an amount equal
         to the  Percentage  Interest of such  Performing  Lender divided by one
         minus the  Percentage  Interest of the  Nonperforming  Lender until the
         respective  portions of the Revolving  Loan owed to all the Lenders are
         the same as the Percentage  Interests of the Lenders  immediately prior
         to the failure of the  Nonperforming  Lender to perform its obligations
         under Section 2. The foregoing  provisions  shall be in addition to any
         other remedies the New York Managing Agent,  the Performing  Lenders or
         the Company may have under law or equity against the Delinquent  Lender
         as a result of the  Delinquent  Payment  or against  the  Nonperforming
         Lender as a result of its  failure to  perform  its  obligations  under
         Section 2.

           Each Lender agrees that (a) if by exercising  any right of set-off or
counterclaim  or otherwise,  it shall receive payment of (i) a proportion of the
aggregate  amount due with respect to its  Percentage  Interest in the Revolving
Loan which is greater than (ii) the  proportion  received by any other Lender in
respect  of the  aggregate  amount  due  with  respect  to such  other  Lender's
Percentage  Interest  in the  Revolving  Loan and (b) if such  inequality  shall
continue  for more  than 10 days,  the  Lender  receiving  such  proportionately
greater payment shall purchase participations in the Percentage Interests in the
Revolving Loan held by the other Lenders,  and such other  adjustments  shall be
made from time to time (including rescission of such purchases of participations
in the event the unequal  payment  originally  received is  recovered  from such
Lender through bankruptcy proceedings or otherwise),  as may be required so that
all such payments of principal  and interest with respect to the Revolving  Loan
held by the Lenders shall be shared by the Lenders pro rata in  accordance  with
their respective Percentage Interests; provided, however, that this Section 10.6
shall not  impair the right of any  Lender to  exercise  any right of set-off or
counterclaim it may have and to apply the amount subject to such exercise to the
payment of  Indebtedness  of the Company other than the  Company's  Indebtedness
with respect to the Revolving Loan.  Each Lender that grants a participation  in
the Credit  Obligations to a Credit  Participant shall require as a condition to
the granting of such  participation  that such Credit Participant agree to share
payments  received  in respect of the Credit  Obligations  as  provided  in this
Section 10.6. The provisions of this Section 10.6 are for the sole and exclusive
benefit of the  Lenders  and no  failure of any Lender to comply  with the terms
hereof  shall be  available  to the  Company as a defense to the  payment of the
Credit Obligations.

         . Except as otherwise  set forth herein,  the Managing  Agents may (and
upon the written request of the Required Lenders the Managing Agents shall) take
or refrain  from  taking any action  under this  Agreement  or any other  Credit
Document,  including  giving their  written  consent to any  modification  of or
amendment to and waiving in writing compliance with any covenant or condition in
this  Agreement  or any other  Credit  Document  (other  than an  Interest  Rate
Protection  Agreement) or any Default or Event of Default,  all of which actions
shall be binding upon all of the Lenders; provided, however, that:

                    (a) Except as provided below, without the written consent of
         the  Lenders  owning at least a majority  of the  Percentage  Interests
         (other than  Delinquent  Lenders  during the existence of a Delinquency
         Period so long as such  Delinquent  Lender is  treated  the same as the
         other Lenders with respect to any actions enumerated below), no written
         modification  of,  amendment  to,  consent with  respect to,  waiver of
         compliance  with  or  waiver  of a  Default  under,  any of the  Credit
         Documents  (other than an Interest Rate Protection  Agreement) shall be
         made.

                    (b) Without the written consent of the Managing  Agents,  no
         written  modification  of or amendment  to any of the Credit  Documents
         shall be made  which  changes  the  duties  of or the  benefits  to the
         Managing Agents or any other provision affecting the Managing Agents in
         such capacities.

                    (c) Without the written  consent of such Lenders as own 100%
         of the Percentage  Interests (other than Delinquent  Lenders during the
         existence of a Delinquency  Period so long as such Delinquent Lender is
         treated  the same as the other  Lenders  with  respect  to any  actions
         enumerated below):

                           (i) No  reduction  shall be made in (A) the amount of
                    principal of the Loan or (B) the interest rate on the Loan.

                           (ii) No change shall be made in the stated, scheduled
                    time  of  payment  of all  or any  portion  of the  Loan  or
                    interest  thereon or fees  relating to any of the  foregoing
                    payable to all of the Lenders and no waiver shall be made of
                    any Default under Section 8.1.1.

                           (iii) No  increase  shall be made in the  amount,  or
                    extension of the term, of the stated Commitments beyond that
                    provided for under Section 2.

                           (iv) No  alteration  shall  be  made of the  Lenders'
                    rights of set-off contained in Section 8.2.4.

                           (v) No  change  shall  be made in the  definition  of
                    "Required Lenders" in this Agreement.

                           (vi) No amendment to or modification of this Section
10.7(c) shall be made.

         . Either  Managing  Agent may  resign at any time by giving at least 60
days'  prior  written  notice  of its  intention  to do so to each  other of the
Lenders and the Company. Upon any such resignation, the remaining Managing Agent
shall  automatically  become  agent  with all the  rights  and  responsibilities
formerly  held by both  Managing  Agents;  provided,  that if at such time there
shall be only one  Managing  Agent or both  Managing  Agents  shall be resigning
simultaneously,  the Required  Lenders shall appoint a successor  Managing Agent
satisfactory to the Company and the  resignation of the retiring  Managing Agent
shall take  effect upon such  appointment.  If in a case to which the proviso to
the preceding  sentence shall apply, no successor Managing Agent shall have been
so appointed and shall have accepted such  appointment  within 30 days after the
retiring  Managing  Agent's notice of  resignation,  then the retiring  Managing
Agent may with the  consent of the  Company,  which  shall not  unreasonably  be
withheld,  appoint a  successor  Managing  Agent  which shall be a bank or trust
company  organized  under the laws of the United  States of America or any state
thereof and having a combined  capital surplus and undivided  profit of not less
than $100,000,000;  provided,  that any successor Managing Agent appointed under
this sentence may be removed upon the written  request of the Required  Lenders,
which request shall also appoint a successor  Managing Agent satisfactory to the
Company.  Upon  the  acceptance  of any  appointment  as  agent  hereunder  by a
remaining  Managing Agent,  such successor agent shall thereupon  succeed to and
become vested with all the rights, powers, privileges and duties of the retiring
Managing  Agent,  and the retiring  Managing Agent shall be discharged  from all
further duties and obligations under this Agreement. After any retiring Managing
Agent's  resignation  hereunder  as  Managing  Agent,  the  provisions  of  this
Agreement  shall  continue to inure to the benefit of such Managing  Agent as to
any actions taken or omitted to be taken by it while it was Managing Agent under
this Agreement.

         .0.9.      Concerning the Managing Agents

                    .  The  Managing  Agents  and  their  officers,   directors,
         employees  and agents shall be under no liability to any of the Lenders
         or to any future holder of any interest in the Credit  Obligations  for
         any action or failure to act taken or suffered  in good faith,  and any
         action or failure to act in  accordance  with an opinion of its counsel
         shall  conclusively be deemed to be in good faith.  The Managing Agents
         shall in all cases be entitled to rely, and shall be fully protected in
         relying,  on instructions  given to the Managing Agents by the required
         holders of Credit Obligations as provided in this Agreement.

                      The  Managing  Agents  shall  have and may  exercise  such
         powers as are specifically  delegated to the Managing Agents under this
         Agreement or any other Credit  Document  together with all other powers
         incidental thereto. The Managing Agents shall have no implied duties to
         any Person or any obligation to take any action under this Agreement or
         any other Credit Document except for action  specifically  provided for
         in this  Agreement  or any  other  Credit  Document  to be taken by the
         Managing  Agents.  Before taking any action under this Agreement or any
         other Credit  Document,  each Managing Agent may request an appropriate
         specific  indemnity  satisfactory to it from each Lender in addition to
         the  general  indemnity  provided  for in  Section  10.12.  Until  such
         Managing  Agent has received  such  specific  indemnity,  such Managing
         Agent  shall  not be  obligated  to take  (although  it may in its sole
         discretion  take) any such  action  under this  Agreement  or any other
         Credit  Document.  Each Lender confirms that the Managing Agents do not
         have a fiduciary relationship to it under the Credit Documents. Each of
         the Company and its Subsidiaries party hereto confirms that neither the
         Managing Agents nor any other Lender has a fiduciary relationship to it
         under the Credit Documents.

                      Neither  Managing Agent shall be responsible to any Lender
         or any future holder of any interest in the Credit  Obligations (a) for
         the  legality,  validity,   enforceability  or  effectiveness  of  this
         Agreement or any other Credit Document, (b) for any recitals,  reports,
         representations,  warranties  or  statements  contained  in or  made in
         connection  with this Agreement or any other Credit  Document,  (c) for
         the  existence or value of any assets  included in any security for the
         Credit Obligations, or (d) unless such Managing Agent shall have failed
         to comply with Section  10.9.1,  for the perfection of any security for
         the Credit Obligations.

                    . Neither  Managing Agent shall be obligated to ascertain or
         inquire as to the performance or observance of any of the terms of this
         Agreement  or any other Credit  Document;  and in  connection  with any
         extension of credit under this Agreement or any other Credit  Document,
         the  Managing   Agents  shall  be  fully  protected  in  relying  on  a
         certificate of the Company as to the  fulfillment by the Company of any
         conditions to such extension of credit.

                    . Each  Managing  Agent  may  execute  any of its  duties as
         Managing Agent under this Agreement or any other Credit  Document by or
         through  employees,  agents  and  attorneys-in-fact  and  shall  not be
         responsible  to any of the  Lenders or the  Company  for the default or
         misconduct  of any such  agents or  attorneys-in-fact  selected by such
         Managing  Agent  acting in good  faith.  Such  Managing  Agent shall be
         entitled to advice of counsel  concerning all matters pertaining to the
         agency  hereby  created  and its  duties  hereunder  or under any other
         Credit Document.

                    . Each Managing  Agent shall be entitled to rely,  and shall
         be  fully  protected  in  relying,  upon  any  affidavit,  certificate,
         cablegram,  consent,  instrument,   letter,  notice,  order,  document,
         statement,  telecopy,  telegram,  telex or teletype  message or writing
         reasonably  believed in good faith by such Managing Agent to be genuine
         and  correct  and to have been  signed,  sent or made by the  Person in
         question,  including  any  telephonic  or oral  statement  made by such
         Person,  and,  with  respect to legal  matters,  upon an opinion or the
         advice of counsel selected by such Managing Agent.

                    . Each of the  Lenders  severally  agrees to  reimburse  the
         Managing Agents,  in the amount of such Lender's  Percentage  Interest,
         for any  reasonable  expenses not  reimbursed  by the Company  (without
         limiting the obligation of the Company to make such reimbursement): (a)
         for which the  Managing  Agents are  entitled to  reimbursement  by the
         Company  under this  Agreement  or any other Credit  Document,  and (b)
         after the occurrence of a Default,  for any other  reasonable  expenses
         incurred by the Managing  Agents on the Lenders'  behalf in  connection
         with the enforcement of the Lenders' rights under this Agreement or any
         other Credit Document;  provided,  however, that a Managing Agent shall
         not be  reimbursed  for any such  expenses  arising  as a result of its
         gross negligence or willful misconduct.

         . With respect to any credit extended by them hereunder, BankBoston and
Bank of New York  each  shall  have  the same  rights,  obligations  and  powers
hereunder as any other Lender and may exercise  such rights and powers as though
each were not a Managing  Agent,  and unless the  context  otherwise  specifies,
BankBoston and Bank of New York shall each be treated in its individual capacity
as  though  it  were  not a  Managing  Agent  hereunder.  Without  limiting  the
generality of the foregoing,  the Percentage Interests of BankBoston and Bank of
New  York  shall  be  included  in any  computations  of  Percentage  Interests.
BankBoston and Bank of New York and their  Affiliates may accept  deposits from,
lend money to, act as trustee for and generally engage in any kind of banking or
trust business with the Company, any of its Subsidiaries or any Affiliate of any
of them and any Person who may do business with or own an equity interest in the
Company,  any of its  Subsidiaries  or any  Affiliate of any of them,  all as if
BankBoston  and Bank of New York were not the  Managing  Agents and  without any
duty to account therefor to the other Lenders.

         . Each  of the  Lenders  acknowledges  that  it has  independently  and
without reliance upon the Managing Agents, based on the financial statements and
other  documents  referred to in Section 7.2, on the other  representations  and
warranties  contained  herein and on such other  information with respect to the
Company  and its  Subsidiaries  as such  Lender  deemed  appropriate,  made such
Lender's own credit  analysis and decision to enter into this  Agreement  and to
make the extensions of credit provided for hereunder.  Each Lender represents to
the Managing  Agents that such Lender will continue to make its own  independent
credit and other  decisions in taking or not taking action under this  Agreement
or any other Credit Document.  Each Lender expressly  acknowledges  that neither
the Managing Agents nor any of their  officers,  directors,  employees,  agents,
attorneys-in-fact  or Affiliates has made any  representations  or warranties to
such Lender,  and no act by any Managing Agent taken under this Agreement or any
other Credit  Document,  including  any review of the affairs of the Company and
its Subsidiaries,  shall be deemed to constitute any  representation or warranty
by the  Managing  Agents.  Except  for  notices,  reports  and  other  documents
expressly  required to be furnished to each Lender by the Managing  Agents under
this Agreement or any other Credit Document,  the Managing Agents shall not have
any duty or  responsibility  to  provide  any  Lender  with any  credit or other
information concerning the business, operations,  property, condition, financial
or otherwise,  or  creditworthiness  of the Company or any Subsidiary  which may
come  into the  possession  of the  Managing  Agents  or any of their  officers,
directors, employees, agents, attorneys-in-fact or Affiliates.

         . The holders of the Credit  Obligations  shall indemnify each Managing
Agent and its  officers,  directors,  employees  and  agents  (to the extent not
reimbursed by the Company and without  limiting the obligation of the Company to
do so), pro rata in accordance with their respective Percentage Interests,  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 be imposed on, incurred by or asserted against
either  Managing  Agent  or such  Persons  relating  to or  arising  out of this
Agreement,  any other Credit Document,  the transactions  contemplated hereby or
thereby,  or any action taken or omitted by either  Managing Agent in connection
with any of the  foregoing;  provided,  however,  that the  foregoing  shall not
extend to actions or  omissions  which are taken by either  Managing  Agent with
gross negligence or willful misconduct.

 . Any  reference in this  Agreement  or any other Credit  Document to any of the
parties  hereto  shall be deemed to include the  successors  and assigns of such
party,  and all  covenants and  agreements  by or on behalf of the Company,  the
Managing Agents or the Lenders that are contained in this Agreement or any other
Credit  Document  shall  bind and  inure  to the  benefit  of  their  respective
successors  and  assigns;  provided,  however,  that  (a)  the  Company  and its
Subsidiaries may not assign their rights or obligations  under this Agreement or
any other  Credit  Document  except for  mergers or  liquidations  permitted  by
Section  6.10,  and (b) the  Lenders  shall  be not  entitled  to  assign  their
respective  Percentage  Interests  in the credits  extended  hereunder  or their
Commitments except as set forth below in this Section 11.

         .1.1.      Assignments by Lenders

                    . Each Lender may (a)  without  the consent of the  Managing
         Agents or the Company if the  proposed  assignee  is a Federal  Reserve
         Bank  or is an  Affiliate  of any  Lender  or (b)  otherwise  with  the
         consents  of the  Managing  Agents  and (so long as no Event of Default
         exists) the Company (which consents will not be unreasonably withheld),
         in compliance with applicable laws in connection with such  assignment,
         assign to one or more commercial banks or other financial  institutions
         (each,  an "Assignee")  all or a portion of its  interests,  rights and
         obligations  under  this  Agreement  and the  other  Credit  Documents,
         including all or a portion of its  Commitment,  the portion of the Loan
         at the time owing to it and the Notes held by it ;  provided,  however,
         that:

                           (i) the  aggregate  amount of the portion of the Loan
                    owing  to  the  assigning   Lender   subject  to  each  such
                    assignment  to  any  Assignee   other  than  another  Lender
                    (determined  as of the date the  Assignment  and  Acceptance
                    with respect to such assignment is delivered to the New York
                    Managing  Agent)  shall be not less than  $5,000,000  and in
                    integral multiples of $1,000,000 in excess thereof; and

                           (ii)  the  parties  to  each  such  assignment  shall
                    execute  and  deliver  to the New  York  Managing  Agent  an
                    Assignment and Acceptance (the  "Assignment and Acceptance")
                    substantially  in the form of Exhibit 11.1.1,  together with
                    the Note subject to such  assignment  and a  processing  and
                    recordation fee of $2,500 payable on a pro rata basis to the
                    Managing Agents by the assigning Lender and the Assignee.

         Upon  acceptance  and recording  pursuant to Section  11.1.4,  from and
         after the effective  date  specified in each  Assignment and Acceptance
         (which  effective  date shall be at least five  Banking  Days after the
         execution thereof unless waived by the Managing Agents):

                    (A)    the  Assignee  shall be a party  hereto  and,  to the
                           extent  provided in such  Assignment and  Acceptance,
                           have the rights  and  obligations  of a Lender  under
                           this Agreement and

                    (B)    the assigning Lender shall, to the extent provided in
                           such  assignment,  be released  from its  obligations
                           under  this  Agreement   (and,  in  the  case  of  an
                           Assignment  and   Acceptance   covering  all  or  the
                           remaining portion of an assigning Lender's rights and
                           obligations  under this Agreement,  such Lender shall
                           cease to be a party  hereto but shall  continue to be
                           entitled to the benefits of Sections  3.3.4,  3.5 and
                           9, as well as to any  fees  accrued  for its  account
                           hereunder and not yet paid).

                    . By executing and delivering an Assignment and  Acceptance,
         the  assigning  Lender and  Assignee  shall be deemed to confirm to and
         agree with each other and the other parties hereto as follows:

                    (a) other than the  representation  and warranty  that it is
         the legal and beneficial  owner of the interest being assigned  thereby
         free and clear of any adverse  claim,  such  assigning  Lender makes no
         representation or warranty and assumes no  responsibility  with respect
         to  any  statements,  warranties  or  representations  made  in  or  in
         connection  with this Agreement or the execution,  legality,  validity,
         enforceability,  genuineness,  sufficiency or value of this  Agreement,
         any other Credit Document or any other instrument or document furnished
         pursuant hereto;

                    (b)  such  assigning  Lender  makes  no   representation  or
         warranty and assumes no  responsibility  with respect to the  financial
         condition of the Company and its  Subsidiaries  or the  performance  or
         observance  by the  Company  or any of its  Subsidiaries  of any of its
         obligations  under this  Agreement,  any other  Credit  Document or any
         other instrument or document furnished pursuant hereto;

                    (c) such  Assignee  confirms  that it has received a copy of
         this  Agreement,  together  with  copies of the most  recent  financial
         statements  delivered  pursuant  to Section 7.2 or Section 6.4 and such
         other  documents and  information as it has deemed  appropriate to make
         its own credit  analysis and decision to enter into such Assignment and
         Acceptance;

                    (d) such Assignee will  independently  and without  reliance
         upon the Managing  Agents,  such assigning  Lender or any other Lender,
         and  based  on  such  documents  and   information  as  it  shall  deem
         appropriate at the time,  continue to make its own credit  decisions in
         taking or not taking action under this Agreement;

                    (e) such  Assignee  appoints  and  authorizes  the  Managing
         Agents to take such action as agent on its behalf and to exercise  such
         powers under this Agreement as are delegated to the Managing  Agents by
         the  terms  hereof,   together  with  such  powers  as  are  reasonably
         incidental thereto; and

                    (f) such Assignee  agrees that it will perform in accordance
         with the terms of this Agreement all the obligations which are required
         to be performed by it as a Lender.

                    . The New York Managing Agent shall maintain at the New York
         Office a register (the "Register") for the recordation of (a) the names
         and addresses of the Lenders and the Assignees  which assume rights and
         obligations  pursuant to an assignment  under Section  11.1.1,  (b) the
         Percentage  Interest of each such  Lender as set forth in Exhibit  10.1
         and (c) the amount of the Loan owing to each  Lender from time to time.
         The  entries in the  Register  shall be  conclusive,  in the absence of
         manifest  error,  and the Company,  the Managing Agents and the Lenders
         may treat each Person whose name is registered therein for all purposes
         as a party to this  Agreement.  The  Register  shall be  available  for
         inspection by the Company or any Lender at any reasonable time and from
         time to time upon reasonable prior notice.

                    . Upon its receipt of a completed  Assignment and Acceptance
         executed by an assigning Lender and an Assignee  together with the Note
         subject to such assignment, the processing and recordation fee referred
         to in  Section  11.1.1  and (if  required  under  clause (b) of Section
         11.1.1) the written consent of the Company, the New York Managing Agent
         shall (a)  accept  such  Assignment  and  Acceptance,  (b)  record  the
         information  contained  therein  in the  Register  and (c) give  prompt
         notice  thereof to the Company.  Within five Banking Days after receipt
         of notice, the Company,  at its own expense,  shall execute and deliver
         to the New York Managing Agent, in exchange for the surrendered Note, a
         new Note to the order of such  Assignee in a principal  amount equal to
         the  applicable  Commitment  and Loan  assumed by it  pursuant  to such
         Assignment and Acceptance  and, if the assigning  Lender has retained a
         Commitment and Loan, a new Note to the order of such  assigning  Lender
         in a  principal  amount  equal to the  applicable  Commitment  and Loan
         retained by it. Such new Note shall be in an aggregate principal amount
         equal to the aggregate  principal amount of such surrendered  Note, and
         shall be dated the date of the surrendered Note which it replaces.

                    . Notwithstanding  the foregoing  provisions of this Section
         11, any Lender may at any time  pledge or assign all or any  portion of
         such  Lender's  rights  under  this  Agreement  and  the  other  Credit
         Documents to a Federal Reserve Bank;  provided,  however,  that no such
         pledge or  assignment  shall  release  such Lender  from such  Lender's
         obligations hereunder or under any other Credit Document.

                    . The Company and its Subsidiaries shall sign such documents
         and take such other actions from time to time  reasonably  requested by
         an Assignee to enable it to share in the benefits of the rights created
         by the Credit Documents.

         . Each Lender may,  without the consent of the Company or the  Managing
Agents,   in  compliance   with   applicable   laws  in  connection   with  such
participation,  sell  to  one  or  more  commercial  banks  or  other  financial
institutions (each a "Credit Participant") participations in all or a portion of
its interests,  rights and obligations under this Agreement and the other Credit
Documents (including all or a portion of its Commitment,  the Loan and the Notes
held by it); provided, however, that:

                    (a) such Lender's  obligations  under this  Agreement  shall
         remain unchanged;

                    (b) such Lender shall remain solely responsible to the other
         parties hereto for the performance of such obligations;

                    (c) the Credit  Participant shall be entitled to the benefit
         of the cost protection  provisions contained in Sections 3.3.4, 3.5 and
         9, but shall not be entitled to receive any greater payment  thereunder
         than the  selling  Lender  would have been  entitled  to  receive  with
         respect to the interest so sold if such interest had not been sold; and

                    (d) the Company,  the Managing  Agents 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
         Agreement,  and such Lender  shall  retain the sole right as one of the
         Lenders to vote with respect to the  enforcement of the  obligations of
         the  Company  relating to the Loan and the  approval of any  amendment,
         modification  or waiver of any provision of this Agreement  (other than
         amendments,  modifications, consents or waivers described in clause (c)
         of the proviso to Section 10.7).

The Company agrees,  to the fullest extent permitted by applicable law, that any
Credit Participant and any Lender purchasing a participation from another Lender
pursuant to Section 11.2 may exercise all rights of payment (including the right
of  set-off),  with  respect  to its  participation  as fully as if such  Credit
Participant or such Lender were the direct  creditor of the Company and a Lender
hereunder in the amount of such participation.

     . In the event  that any  Lender or to the  extent  applicable,  any Credit
Participant (in each case, an "Affected Lender"):

                    (a) fails to perform its  obligations to fund any portion of
         the  Revolving  Loan on any Closing Date when  required to do so by the
         terms of the Credit  Documents,  or fails to provide its portion of any
         Eurodollar  Pricing Option pursuant to Section 3.3.1 or on account of a
         Legal Requirement as contemplated by Section 3.3.5;

                    (b) demands  payment under the  provisions of Section 3.5 in
         an amount the Company  deems  materially  in excess of the amounts with
         respect thereto demanded by the other Lenders;

                    (c) is required to but fails to deliver on a timely basis to
         the  Company  and the New York  Managing  Agent the forms  required  of
         foreign Lenders under Section 13 hereof;

                    (d)  refuses to consent to a proposed  extension  of a Final
         Maturity Date or a Competitive Auction Facility Loan Maturity Date that
         is consented to by the other Lenders; or

                    (e)   refuses   to   consent   to  a   proposed   amendment,
         modification,  waiver or other action requiring  consent of the holders
         of 100% of the  Percentage  Interests  under  Section  10.7(b)  that is
         consented to by the other Lenders;

then, so long as no Event of Default exists, the Company shall have the right to
seek a  replacement  lender  which is  reasonably  satisfactory  to the Managing
Agents (the  "Replacement  Lender").  The Replacement  Lender shall purchase the
interests of the Affected Lender in the Loan and its Commitment and shall assume
the  obligations  of the Affected  Lender  hereunder  and under the other Credit
Documents  upon  execution  by  the  Replacement  Lender  of an  Assignment  and
Acceptance  and the  tender by it to the  Affected  Lender of a  purchase  price
agreed  between it and the Affected  Lender (or, if they are unable to agree,  a
purchase price in the amount of the Affected Lender's Percentage Interest in the
Revolving Loan or appropriate  credit  support for contingent  amounts  included
therein,  and all other outstanding Credit Obligations then owed to the Affected
Lender).  No assignment fee pursuant to Section  11.1.1(ii) shall be required in
connection with such assignment. Such assignment by the Affected Lender shall be
deemed an early  termination of any  Eurodollar  Pricing Option to the extent of
the Affected Lender's portion thereof,  and the Company will pay to the Affected
Lender any resulting  amounts due under Section 3.3.4. Upon consummation of such
assignment,  the  Replacement  Lender shall become party to this  Agreement as a
signatory  hereto and shall have all the rights and  obligations of the Affected
Lender under this  Agreement  and the other Credit  Documents  with a Percentage
Interest equal to the Percentage  Interest of the Affected Lender,  the Affected
Lender  shall be released  from its  obligations  hereunder  and under the other
Credit  Documents,  and no  further  consent  or action  by any  party  shall be
required.  Upon the consummation of such assignment,  the Company,  the Managing
Agents and the Affected Lender shall make appropriate arrangements so that a new
Revolving Note is issued to the Replacement  Lender if it has acquired a portion
of the  Revolving  Loan  and,  if the  Replacement  Lender  so  requests,  a new
Competitive  Auction Facility Note is issued to the Replacement Lender if it has
acquired a portion of the Competitive  Auction  Facility Loan. The Company shall
sign such  documents  and take such other  actions  reasonably  requested by the
Replacement  Lender to enable it to share in the benefits of the rights  created
by the Credit  Documents.  Until the consummation of an assignment in accordance
with the foregoing  provisions of this Section 11.3,  the Company shall continue
to pay to the  Affected  Lender any Credit  Obligations  as they  become due and
payable.

 . Each Lender will make no disclosure of confidential  information  furnished to
it by the Company or any of its Subsidiaries  unless such information shall have
become  public  through no breach of such  Lender's  confidentiality  obligation
under this Section 12, except:

                    (a) in connection with  operations  under or the enforcement
         of this  Agreement or any other  Credit  Document to Persons who have a
         reasonable need to be furnished such  confidential  information and who
         agree to comply with the restrictions contained in this Section 12 with
         respect to such information;

                    (b) pursuant to any statutory or regulatory  requirement  or
         any mandatory court order, subpoena or other legal process;

                    (c) to any parent or  corporate  Affiliate of such Lender or
         to any Credit  Participant,  proposed  Credit  Participant  or proposed
         Assignee; provided, however, that any such Person shall agree to comply
         with the restrictions set forth in this Section 12 with respect to such
         information;

                    (d)  to  its   independent   counsel,   auditors  and  other
         professional  advisors with an  instruction to such Person to keep such
         information confidential; and

                    (e) with the prior  written  consent of the Company,  to any
other Person.

 . If any Lender is not  incorporated  or organized  under the laws of the United
States of America or a state  thereof,  such Lender shall deliver to the Company
and the New York Managing Agent the following:

                    (a) Two duly  completed  copies  of United  States  Internal
         Revenue  Service Form 1001 or 4224 or successor  form,  as the case may
         be,  certifying  in each case that such  Person is  entitled to receive
         payments  under  this  Agreement  and the Notes  without  deduction  or
         withholding of any United States federal income taxes; and

                    (b) A duly completed  Internal  Revenue  Service Form W-8 or
         W-9 or  successor  form,  as the case may be, to establish an exemption
         from United States backup withholding tax.

         Each such Lender that delivers to the Company and the New York Managing
Agent a Form  1001 or 4224 and  Form  W-8 or W-9  pursuant  to this  Section  13
further undertakes to deliver to the Company and the New York Managing Agent two
further copies of Form 1001 or 4224 and Form W-8 or W-9, or successor applicable
form,  or other  manner of  certification,  as the case may be, on or before the
date that any such form expires or becomes  obsolete or after the  occurrence of
any event requiring a change in the most recent form previously  delivered by it
to the Company and the New York  Managing  Agent.  Such Forms 1001 or 4224 shall
certify that such Lender is entitled to receive  payments  under this  Agreement
without  deduction or withholding of any United States federal income taxes. The
foregoing documents need not be delivered in the event any change in treaty, law
or regulation or official  interpretation thereof has occurred which renders all
such forms  inapplicable  or which would prevent such Lender from delivering any
such form with respect to it, or such Lender  advises the Company that it is not
capable of receiving  payments  without any deduction or  withholding  of United
States federal income tax and, in the case of a Form W-8 or W-9, establishing an
exemption  from United States  backup  withholding  tax.  Until such time as the
Company and the New York Managing Agent have received such forms indicating that
payments  hereunder  are not  subject to United  States  withholding  tax or are
subject to such tax at a rate reduced by an applicable  tax treaty,  the Company
shall withhold taxes from such payments at the applicable statutory rate without
regard to Section 3.5.

 . Except as otherwise  specified in this Agreement or any other Credit Document,
any notice  required to be given  pursuant to this Agreement or any other Credit
Document shall be given in writing.  Any notice,  consent,  approval,  demand or
other  communication  in  connection  with this  Agreement  or any other  Credit
Document  shall be  deemed  to be given if given in  writing  (including  telex,
telecopy or similar  teletransmission)  addressed  as provided  below (or to the
addressee at such other address as the addressee  shall have specified by notice
actually  received by the  addressor),  and if either (a) actually  delivered in
fully legible form to such address  (evidenced in the case of a telex by receipt
of the  correct  answer  back) or (b) in the  case of a  letter,  unless  actual
receipt of the notice is  required by any Credit  Document  five days shall have
elapsed  after the same shall have been  deposited in the United  States  mails,
with first-class postage prepaid and registered or certified.

         If to the Company or any of its Subsidiaries,  to it at its address set
forth on the  signature  page of this  Agreement,  to the attention of the chief
financial officer.

         If to any Lender or either  Managing  Agent,  to it at its  address set
forth on the signature  pages of this Agreement or in the Register,  with a copy
to each Managing Agent.

 . No course of dealing between any Lender or either Managing Agent, on one hand,
and the  Company,  on the other  hand,  shall  operate as a waiver of any of the
Lenders' or Managing  Agents'  rights  under this  Agreement or any other Credit
Document or with  respect to the Credit  Obligations.  The Company  acknowledges
that if the Lenders or the Managing  Agents,  without being required to do so by
this Agreement or any other Credit Document,  give any notice or information to,
or obtain any consent  from the  Company,  the Lenders and the  Managing  Agents
shall not by implication have amended,  waived or modified any provision of this
Agreement  or any other  Credit  Document,  or created any duty to give any such
notice or information or to obtain any such consent on any future  occasion.  No
delay or omission on the part of any Lender or any Managing  Agent in exercising
any right under this  Agreement or any other Credit  Document or with respect to
the  Credit  Obligations  shall  operate  as a waiver of such right or any other
right  hereunder  or  thereunder.  A waiver  on any one  occasion  shall  not be
construed  as a bar to or waiver of any right or remedy on any future  occasion.
No waiver,  consent or  amendment  with  respect to this  Agreement or any other
Credit  Document  shall be  binding  unless it is in  writing  and signed by the
Managing Agents or the Required Lenders.

 .  The  parties  have  participated  jointly  in  the  negotiation  and  in  the
determination  of the wording of this  Agreement and the other Credit  Documents
with counsel sophisticated in financing transactions.  In the event an ambiguity
or question of intent or  interpretation  arises,  this  Agreement and the other
Credit  Documents shall be construed as if drafted jointly by the parties and no
presumption or burden of proof shall arise favoring or disfavoring  any party by
virtue of the  authorship  of any  provisions  of this  Agreement  and the other
Credit Documents.

 .  When  all  Credit  Obligations  have  been  paid,  performed  and  reasonably
determined by the Lenders to have been indefeasibly paid in full, and if at that
time no Lender  continues  to be  committed  to extend any credit to the Company
hereunder  or under any other  Credit  Document,  this  Agreement  and the other
Credit Documents shall terminate.  Thereupon, on the Company's demand and at its
cost  and  expense,  the  Managing  Agents  shall  execute  proper  instruments,
acknowledging  satisfaction  of and  discharging  this  Agreement  and the other
Credit Documents; provided, however, that Sections 3.3.4, 3.5, 9, 10.9.7, 10.12,
12, 18 and 19 shall survive the termination of this Agreement.

 .  The Company: Service of Process

                    (a) Irrevocably submits to the nonexclusive  jurisdiction of
         the  state  courts  of The  Commonwealth  of  Massachusetts  and to the
         nonexclusive  jurisdiction  of the United States District Court for the
         District  of  Massachusetts  (to the  extent  such  District  Court has
         subject-matter  jurisdiction)  for the  purpose of any suit,  action or
         other  proceeding  arising out of or based upon this  Agreement  or any
         other Credit Document or the subject matter hereof or thereof.

                    (b) Waives to the extent not  prohibited by  applicable  law
         that cannot be waived, and agrees not to assert, by way of motion, as a
         defense  or  otherwise,  in any such  proceeding  brought in any of the
         above-named  courts, any claim that it is not subject personally to the
         jurisdiction of such court,  that its property is exempt or immune from
         attachment  or  execution,  that  such  proceeding  is  brought  in  an
         inconvenient  forum, that the venue of such proceeding is improper,  or
         that this Agreement or any other Credit Document, or the subject matter
         hereof or thereof, may not be enforced in or by such court.

The Company  consents to service of process in any such proceeding in any manner
at the time permitted by Chapter 223A of the General Laws of The Commonwealth of
Massachusetts  and agrees that  service of process by  registered  or  certified
mail,  return  receipt  requested,  at its address  specified  in or pursuant to
Section 14 is reasonably calculated to give actual notice.

 . TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW THAT CANNOT BE WAIVED,  EACH OF
THE COMPANY,  THE MANAGING AGENTS AND THE LENDERS WAIVES,  AND COVENANTS THAT IT
WILL NOT ASSERT  (WHETHER AS PLAINTIFF,  DEFENDANT OR  OTHERWISE),  ANY RIGHT TO
TRIAL BY JURY IN ANY FORUM IN RESPECT OF ANY ISSUE,  CLAIM OR PROCEEDING ARISING
OUT OF THIS AGREEMENT OR ANY OTHER CREDIT  DOCUMENT OR THE SUBJECT MATTER HEREOF
OR THEREOF OR ANY CREDIT OBLIGATION OR IN ANY WAY CONNECTED WITH THE DEALINGS OF
THE LENDERS,  THE MANAGING AGENTS,  OR THE COMPANY IN CONNECTION WITH ANY OF THE
ABOVE,  IN EACH CASE WHETHER NOW  EXISTING OR  HEREAFTER  ARISING AND WHETHER IN
CONTRACT, TORT OR OTHERWISE.  The Company acknowledges that it has been informed
by the  Managing  Agents that the  provisions  of this  Section 19  constitute a
material  inducement  upon which each of the Lenders has relied and will rely in
entering  into this  Agreement  and any other Credit  Document,  and that it has
reviewed the  provisions  of this Section 19 with its counsel.  Any Lender,  any
Managing  Agent,  or the Company may file an original  counterpart  or a copy of
this  Section  19 with any  court as  written  evidence  of the  consent  of the
Company,  the  Managing  Agents and the Lenders to the waiver of their rights to
trial by jury.

 . All  covenants,  agreements,  representations  and  warranties  made  in  this
Agreement or any other Credit  Document or in  certificates  delivered  pursuant
hereto  or  thereto  shall be deemed  to have  been  relied  on by each  Lender,
notwithstanding  any investigation  made by any Lender on its behalf,  and shall
survive  the  execution  and  delivery to the Lenders  hereof and  thereof.  The
invalidity  or  unenforceability  of any  provision  hereof shall not affect the
validity or enforceability  of any other provision hereof.  The headings in this
Agreement are for convenience of reference only and shall not limit or otherwise
affect  the  meaning  hereof.  This  Agreement  and the other  Credit  Documents
(including any related fee agreements  with the Managing  Agents or the Lenders)
constitute the entire  understanding  of the parties with respect to the subject
matter hereof and thereof and with respect to such subject matter  supersede all
prior and  contemporaneous  understandings  and  agreements,  whether written or
oral.  This  Agreement  may be  executed  in any  number of  counterparts  which
together shall  constitute one  instrument.  This Agreement shall be governed by
and construed in accordance with the laws of The  Commonwealth of  Massachusetts
applicable  to  contracts  made  and  to  be  performed   entirely   within  The
Commonwealth of Massachusetts.

         Each of the  undersigned  has caused this  Agreement to be executed and
delivered by its duly  authorized  officer as an agreement  under seal as of the
date first above written.

                       CENTRAL MAINE POWER COMPANY


                    By ______________________________________
                                     Title:

                       83 Edison Drive
                       Augusta, Maine  04336
                       Telecopy:  (207) 626-9588


                       BANKBOSTON, N.A.,


                    By ______________________________________
                               Authorized Officer

                                                  BankBoston, N.A.
                                                  Energy & Utilities Division
                                                  100 Federal Street
                       Boston, Massachusetts 02110
                       Telecopy: (617) 434-3652
                       Telex:  940581


                                            THE BANK OF NEW YORK


                    By _____________________________________
                               Authorized Officer

                        The Bank of New York
                        One Wall Street
                        New York, New York 10286
                        Telecopy: (212) 635-7923



                                      FLEET BANK OF MAINE


                    By _____________________________________
                               Authorized Officer

                       Fleet Bank of Maine
                       Two Portland Square
                       Portland, Maine 04101
                       Telecopy: (207) 874-5167





                         UNION BANK OF CALIFORNIA, N.A.,


                    By ______________________________________
                               Authorized Officer

                        Union Bank of California, N.A.,
                        445 South Figueroa Street, 15th Floor
                        Los Angeles, California 90071
                        Telecopy: (213) 236-4096



                                                                  EXHIBIT 2.2.4

                                          FORM OF 364-DAY REVOLVING NOTE

$_________________                                      __________________, 1998

         FOR VALUE  RECEIVED,  the  undersigned  Central Maine Power Company,  a
Maine    corporation    (the    "Company"),    hereby   promises   to   pay   to
___________________________  (the  "Lender") or order,  in  accordance  with the
terms of the Credit Agreement  hereinafter referred to, to the extent not sooner
paid, on the 364-Day Final Maturity Date,  ____________________________  DOLLARS
($_____________) or such amount as may be advanced by the payee hereof under the
364-Day  Revolving  Loan with daily  interest from the date hereof,  computed as
provided in such Credit  Agreement,  on the aggregate  principal  amount of such
advances  from  time to time  unpaid at the per annum  rate  applicable  to such
unpaid principal amount as provided in such Credit Agreement and to pay interest
on overdue  principal  and, to the extent not  prohibited by applicable  law, on
overdue installments of interest, fees and any other overdue amounts at the rate
specified in such Credit Agreement, all such interest being payable at the times
specified in such Credit  Agreement,  except that all accrued  interest shall be
paid at the stated or accelerated maturity hereof or upon the prepayment in full
hereof.

         Payments  hereunder  shall be made to The Bank of New York, as New York
Managing Agent for the payee hereof, One Wall Street, New York, New York 10286.

         This Note evidences borrowings under and is entitled to the benefits of
and is subject to the  provisions of the Credit  Agreement  dated as of December
15, 1998,  as from time to time in effect,  among the  Company,  The Bank of New
York, for itself and as New York Managing  Agent,  BankBoston,  N.A., for itself
and as Boston Managing Agent,  and certain other Lenders from time to time party
thereto (the "Credit  Agreement").  The  principal of this Note is prepayable in
the amounts and under the circumstances  set forth in the Credit Agreement,  and
may be  prepaid  in whole or from time to time in part,  all as set forth in the
Credit  Agreement.  Terms  defined in the  Credit  Agreement  and not  otherwise
defined herein are used herein with the meanings so defined.

         In case an Event of Default (as defined in the Credit  Agreement) shall
occur,  the entire  principal  amount of this Note may become or be declared due
and payable in the manner and with the effect provided in the Credit Agreement.

         This Note shall be governed by and  construed  in  accordance  with the
laws of the The Commonwealth of  Massachusetts  applicable to contracts made and
to be performed entirely within The Commonwealth of Massachusetts.

         The  parties  hereto,  including  the Company  and all  guarantors  and
endorsers,  hereby  waive  presentment,  demand,  notice,  protest and all other
demands and notices in connection with the delivery, acceptance, performance and
enforcement  of this Note,  except as  specifically  otherwise  provided  in the
Credit Agreement, and assent to extensions of time of payment, or forbearance or
other indulgence without notice.


                         CENTRAL MAINE POWER COMPANY


                      By__________________________________
                                     Title:



                                                                  EXHIBIT 2.3.1


                  COMPETITIVE AUCTION FACILITY LOAN BID REQUEST


                                                     Date:

To:  The Bank of New York, as New York Managing Agent under the Credit Agreement
     (as defined below)

Re:  Credit  Agreement  dated as of December 15,  1998,  as from time to time in
     effect (the "Credit  Agreement"),  among  Central  Maine Power  Company and
     certain  Lenders for which The Bank of New York and  BankBoston,  N.A., are
     acting as Managing Agents.

         The  undersigned  hereby gives notice  pursuant to Section 2.3.1 of the
Credit  Agreement  that the  undersigned  requests  bids from the  Lenders  with
respect to the following Competitive Auction Facility Loan(s):

Competitive Auction Facility Loan Closing
  Date1 (Date of Borrowing):  ____________________

Designation of Competitive Auction Facility Loan(s)
  (either Three-Year or 364-Day): __________________

     Principal Amount(s)2       Competitive Auction3      Competitive Auction4
   of Requested Competitive    Facility Loan Interest         Facility Loan
   Auction Facility Loan(s)    Payment Dates (if any)       Maturity Date(s)


Such Competitive  Auction Facility Loan bids should offer a Competitive  Auction
Facility Rate.

         The sum of the aggregate  principal  amount of  Three-Year  Competitive
Auction  Facility  Loans  outstanding,  after  giving  effect to the  Three-Year
Competitive  Auction  Facility  Loans  requested  hereby,  plus  the  Three-Year
Revolving Loan will be $________.5

         The  sum of the  aggregate  principal  amount  of  364-Day  Competitive
Auction  Facility  Loans  outstanding,   after  giving  effect  to  the  364-Day
Competitive  Auction Facility Loans requested hereby, plus the 364-Day Revolving
Loan will be $________.6

         Aggregate number of Eurodollar Pricing Options and Competitive  Auction
Facility  Loans  outstanding,  after giving  effect to the  Competitive  Auction
Facility Loans requested hereby.7 __________

         Terms defined in the Credit Agreement and not otherwise  defined herein
are used herein with the meanings so defined.



                          Very truly yours,

                          CENTRAL MAINE POWER COMPANY


                       By_________________________________
                                     Title:


                                                                EXHIBIT 2.3.2


             INVITATION TO BID ON COMPETITIVE AUCTION FACILITY LOAN


                                                     Date:


To:  Lenders  Participating in the Competitive Auction Facility Loan Bid Auction
     under the Credit Agreement

Re:  Invitation to Bid on Competitive Auction Facility Loan

         Pursuant to Section 2.3.2 of the Credit  Agreement dated as of December
15, 1998, as from time to time in effect (the "Credit Agreement"), among Central
Maine  Power  Company  and  certain  Lenders  for which The Bank of New York and
BankBoston,  N.A.,  are acting as Managing  Agents,  we are pleased on behalf of
Central  Maine Power  Company to invite you to submit  bids with  respect to the
following Competitive Auction Facility Loan(s):

Competitive Auction Facility Loan Closing
  Date (Date of Borrowing):  ____________________

Designation of Competitive Auction Facility Loan(s)
  (either Three-Year or 364-Day): __________________

    Principal Amount(s)          Competitive Auction         Competitive Auction
 of Requested Competitive      Facility Loan Interest           Facility Loan
 Auction Facility Loan(s)      Payment Dates (if any)         Maturity Date(s)




Such Competitive  Auction Facility Loan bids should offer a Competitive  Auction
Facility Rate.

         Please respond to this invitation by no later than 10:00 a.m. (New York
time) on the Competitive Auction Facility Loan Closing Date.

       Terms defined in the Credit Agreement and not otherwise  defined herein
are used herein with the meanings so defined.

                           Very truly yours,

                           THE BANK OF NEW YORK,
                           as New York Managing Agent
                           under the Credit Agreement


                     By____________________________________
                                     Title:





                                                                 EXHIBIT 2.3.3A

                      COMPETITIVE AUCTION FACILITY LOAN BID


                                                     Date:

The Bank of New York,
  as New York Managing Agent
  under the Credit Agreement
  (as defined below)
One Wall Street
New York, New York  10286
Attention:  [insert]

Re:      Central Maine Power Company

         In response to your invitation on behalf of Central Maine Power Company
(the  "Borrower")  dated  ____________________,  the  undersigned  (the "Bidding
Lender") hereby submits the following  Competitive  Auction Facility Loan bid(s)
with respect to the following Competitive Auction Facility Loan(s):

1.       Bidding Lender:  ____________________

2.       Person to contact at Bidding Lender:  ____________________

3.       Competitive Auction Facility Loan Closing
           Date (Date of Borrowing):  ____________________

4.       Designation of Competitive Auction Facility Loan(s)
           (either Three-Year or 364-Day): ____________________

5.       The  undersigned  hereby  offers  to  make  to  the  Borrower,  on  the
         Competitive  Auction  Facility Loan Closing Date specified  above,  the
         following Competitive Auction Facility Loan(s):



<PAGE>
<TABLE>
<S>                     <C>                                          


                            Competitive Auction
     Principal Amount(s)1      Facility Loan      Competitive Auction
    of Offered Competitive   Interest Payment        Facility Loan      Competitive Auction2
   Auction Facility Loan(s)   Dates (if any)       Maturity Date(s)       Facility Rate(s)

</TABLE>




               The  undersigned  understands  and agrees that the  offer(s)  set
      forth above, subject to the satisfaction of the applicable  conditions set
      forth in the Credit  Agreement  dated as of December 15, 1998 as from time
      to time in effect (the  "Credit  Agreement"),  among  Central  Maine Power
      Company and certain Lenders for which The Bank of New York and BankBoston,
      N.A., are acting as Managing Agents, obligates the undersigned to make the
      Competitive  Auction  Facility Loan(s) for which any offer(s) are accepted
      in whole or in part by the Borrower.

               Terms defined in the Credit  Agreement and not otherwise  defined
      herein are used herein with the meanings so defined.

                                    Very truly yours,

                                    [NAME OF LENDER]


                                    By_________________________________
                                        Title:


                                                                EXHIBIT 2.3.3B



                 LIST OF COMPETITIVE AUCTION FACILITY LOAN BIDS


                                                     Date:



Central Maine Power Company
83 Edison Drive
Augusta, Maine  04336

Attention: Manager of Treasury Operations

Ladies and Gentlemen:

         Reference  is made to the Credit  Agreement  dated as of  December  15,
1998,  as from time to time in effect (the "Credit  Agreement"),  among  Central
Maine  Power  Company  and  certain  Lenders  for which The Bank of New York and
BankBoston,  N.A.,  are acting as Managing  Agents.  Terms defined in the Credit
Agreement and not otherwise  defined herein are used herein with the meanings so
defined.

         Notice is hereby  given that  pursuant  to Section  2.3.3 of the Credit
Agreement,  the  following  Lenders have offered to make to Central  Maine Power
Company on  ____________________,  the following  Competitive  Auction  Facility
Loan(s) in the amount(s) and at the rate(s) specified below:

         Lender(s):                                   ____________________

         Designation of Competitive Auction
           Facility Loan(s)                           ____________________

         Principal Amount(s) of Offered
           Competitive Auction Facility Loan(s):     $___________________

         Competitive Auction Facility Loan
           Interest Payment Dates (if any)           ____________________

         Competitive Auction Facility Loan
           Maturity Date(s):                         ____________________



         Competitive Auction Facility Rate(s):       ____________________%



                              Very truly yours,

                              THE BANK OF NEW YORK,
                              as New York Managing Agent
                              under the Credit Agreement


                           By________________________________
                                     Title:


                                                             EXHIBIT 2.3.4A

                     LIST OF ACCEPTANCES AND NON-ACCEPTANCES
                    OF COMPETITIVE AUCTION FACILITY LOAN BIDS


The Bank of New York,
  as New York Managing Agent
  under the Credit Agreement
  (as defined below)
One Wall Street
New York, New York  10286
Attention:  [insert]

Ladies and Gentlemen:

         Reference is made to (a) the Credit  Agreement dated as of December 15,
1998,  as from time to time in effect (the "Credit  Agreement"),  among  Central
Maine Power Company (the "Company") and certain Lenders for which you are acting
as New York Managing Agent and (b) the bid notices (the "Bid Notices")  received
from you on [insert applicable  Competitive Auction Facility Loan Closing Date].
Terms defined in the Credit Agreement and not otherwise  defined herein are used
herein with the meanings so defined.

         [Pursuant to Section 2.3.4 of the Credit Agreement,  the Company hereby
irrevocably  accepts the offer(s) of the Lender(s)  specified  below to make the
following Competitive Auction Facility Loans:

         Lender(s):                                   ____________________

         Competitive Auction Facility Loan
           Closing Date:                              ____________________

         Designation of Competitive Auction
           Facility Loan(s) (either Three-Year
           or 364-Day)                                ____________________

         Principal Amount(s) of Offered
           Competitive Auction Facility Loan(s):     $____________________

         Competitive Auction Facility Rate(s):        ____________________%

         Competitive Auction Facility Loan
           Maturity Date(s):                          ____________________

         Competitive Auction Facility Loan
           Interest Payment Dates (if any):           ____________________]


                         [repeat for each accepted bid]

         [Except as  provided  above,]  all offers to make  Competitive  Auction
Facility Loans described in the Bid Notices are hereby rejected.

                                Very truly yours,

                                CENTRAL MAINE POWER COMPANY


                                By_________________________________
                                     Title:



                                                                EXHIBIT 2.3.4B


              ACCEPTANCE OF COMPETITIVE AUCTION FACILITY LOAN BIDS


                                                     Date:

To:  Lenders  Participating in the Competitive Auction Facility Loan Bid Auction
     under the Credit Agreement

         Reference  is made to the Credit  Agreement  dated as of  December  15,
1998,  as from time to time in effect (the "Credit  Agreement"),  among  Central
Maine  Power  Company  and  certain  Lenders  for which The Bank of New York and
BankBoston, N.A., are acting as Managing Agents.

         Pursuant to Section  2.3.4 of the Credit  Agreement,  notification  has
been  received  from  Central  Maine  Power  Company  that it has  accepted  the
following bids:

         Lender(s):                                  ____________________

         Designation of Competitive Auction
           Facility Loan(s)                          ____________________

         Principal Amount(s) of Offered
           Competitive Auction Facility Loan(s):     $____________________

         Competitive Auction Facility Loan
           Interest Payment Dates (if any):           ____________________

         Competitive Auction Facility Loan
           Maturity Date(s):                          ____________________

         Competitive Auction Facility Rate(s):        ____________________%


         If your quote has been  accepted,  funds should be  transferred  to The
Bank of New York  [insert  transfer  instructions]  and  should  be  immediately
available as of 2:30 p.m. (New York time) on _________________.

Following are the Competitive Auction Facility Loan bids which were submitted by
the Lenders in today's auction:

         Lender(s):                                  ____________________

         Designation of Competitive Auction
           Facility Loan(s)                          ____________________

         Principal Amount(s) of Offered
           Competitive Auction Facility Loan(s):     $____________________

         Competitive Auction Facility Loan
           Interest Payment Dates (if any):           ____________________

         Competitive Auction Facility Loan
           Maturity Date(s):                          ____________________

         Competitive Auction Facility Rate(s):        ____________________%



                               Very truly yours,

                              THE BANK OF NEW YORK,
                              as New York Managing Agent
                              under the Credit Agreement


                            By________________________________
                                     Title:


                                                                 EXHIBIT 2.3.4C


            NON-ACCEPTANCE OF COMPETITIVE AUCTION FACILITY LOAN BIDS


                                      Date:

To:  Lenders  Participating in the Competitive Auction Facility Loan Bid Auction
     under the Credit Agreement

         Reference  is made to the Credit  Agreement  dated as of  December  15,
1998,  as from time to time in effect (the "Credit  Agreement"),  among  Central
Maine  Power  Company  and  certain  Lenders  for which The Bank of New York and
BankBoston, N.A., are acting as Managing Agents.

         Pursuant to Section  2.3.4 of the Credit  Agreement,  notification  has
been  received  from the Company that it has not  accepted any of the  following
bids:

         Lender(s):                                  ____________________

         Designation of Competitive Auction
           Facility Loan(s)                          ____________________

         Principal Amount(s) of Offered
           Competitive Auction Facility Loan(s):     $____________________

         Competitive Auction Facility Loan
           Interest Payment Dates (if any):           ____________________

         Competitive Auction Facility Loan
           Maturity Date(s):                          ____________________

         Competitive Auction Facility Rate(s):        ____________________%

         Following  are the  Competitive  Auction  Facility Loan bids which were
submitted by the Lenders in today's auction:

         Lender(s):                                   ____________________

         Designation of Competitive Auction
           Facility Loan(s)                           ____________________

         Principal Amount(s) of Offered
           Competitive Auction Facility Loan(s):     $____________________

         Competitive Auction Facility Loan
           Interest Payment Dates (if any):           ____________________

         Competitive Auction Facility Loan
           Maturity Date(s):                          ____________________

         Competitive Auction Facility Rate(s):        ____________________%



                              Very truly yours,

                              THE BANK OF NEW YORK,
                              as New York Managing Agent
                              under the Credit Agreement


                            By___________________________________
                                     Title:

                                                                EXHIBIT 2.3.4D

                   NOTICE OF COMPETITIVE AUCTION FACILITY LOAN


                                                     Date:

Central Maine Power Company
83 Edison Drive
Augusta, Maine  04336

Attention:      Manager of Treasury Operations

[Each Lender]
[Address]
  Attention:

Ladies and Gentlemen:

         Reference  is made to the Credit  Agreement  dated as of  December  15,
1998,  as from time to time in effect (the "Credit  Agreement"),  among  Central
Maine Power Company and certain  Lenders for which the  undersigned is acting as
New York Managing Agent. Terms defined in the Credit Agreement and not otherwise
defined herein are used herein with the meanings so defined.

         Pursuant  to Section  2.3.4 of the Credit  Agreement,  the  undersigned
hereby  notifies you that the following  Competitive  Auction  Facility  Loan(s)
became effective on the date hereof:

   Designation of             Principal Amount of          Competitive Auction
 Competitive Auction          Competitive Auction             Facility Loan
   Facility Loans              Facility Loan(s)             Maturity Date(s)



                              Very truly yours,

                              THE BANK OF NEW YORK,
                              as New York Managing Agent
                              under the Credit Agreement


                           By__________________________________
                                     Title:




                                                                EXHIBIT 2.3.5

                        COMPETITIVE AUCTION FACILITY NOTE


No. ___                                                   _______________, 199_
$_______________                                             New York, New York


         FOR VALUE  RECEIVED,  the  undersigned  Central Maine Power Company,  a
Maine    corporation   (the    "Borrower"),    hereby   promises   to   pay   to
______________________  (the "Holder") or order, on [insert  Competitive Auction
Facility  Loan  Maturity  Date],   ___________________________________   DOLLARS
($_______________)  or,  if  less,  the  aggregate  unpaid  Competitive  Auction
Facility Loan made to the Borrower by the Holder,  with daily  interest from the
date hereof,  computed as provided in the Credit Agreement referred to below, on
the principal amount of such Competitive Auction Facility Loan from time to time
unpaid at a rate per annum of [insert Competitive Auction Facility Rate] plus an
additional  rate per annum on the  occurrence  and  continuation  of an Event of
Default,  as provided for in the Credit  Agreement.  Accrued  interest  shall be
payable on [insert  Competitive  Auction Facility Loan Interest Payment Date, if
any] [and on] [insert  Competitive  Auction  Facility Loan Maturity Date] except
that all accrued  interest shall be paid at the  accelerated  maturity hereof or
upon the prepayment in full hereof.

         Payments  hereunder  shall be made to The Bank of New York, as New York
Managing  Agent for the payee  hereof,  at One Wall Street,  New York,  New York
10286.

         This Note  evidences a Competitive  Auction  Facility Loan under and is
entitled to the benefits and subject to the  provisions of the Credit  Agreement
dated as of  December  15,  1998,  as from time to time in effect  (the  "Credit
Agreement"), among Central Maine Power Company and certain Lenders for which The
Bank of New York and  BankBoston,  N.A.,  are  acting as  Managing  Agents.  The
principal  of this Note may be due and  payable in whole or in part prior to the
maturity date stated above and is subject to required  prepayment in the amounts
and under the  circumstances  set forth in the Credit  Agreement.  Other than in
circumstances  under which the Company is required under the Credit Agreement to
prepay,  the Company may not prepay any principal amount  outstanding under this
Note.  This  Note  may  not be  assigned  or  otherwise  transferred  except  in
accordance with the Credit Agreement.

         In case an Event of Default (as defined in the Credit  Agreement) shall
occur,  the entire  principal  amount of this Note may become or be declared due
and payable in the manner and with the effect provided in the Credit Agreement.

         This Note shall be governed by and  construed  in  accordance  with the
laws of the The Commonwealth of  Massachusetts  applicable to contracts made and
to be performed entirely within The Commonwealth of Massachusetts.

         The undersigned  maker, and all guarantors and endorsers,  hereby waive
presentment,  demand,  notice,  protest  and all other  demands  and  notices in
connection  with the delivery,  acceptance,  performance and enforcement of this
Note, except as specifically  otherwise  provided in the Credit  Agreement,  and
assent to  extensions  of time of payment  or  forbearance  or other  indulgence
without notice.

                                  CENTRAL MAINE POWER COMPANY


                                  By__________________________________
                                     Title:





                                                             EXHIBIT 5.1.1



                              OFFICER'S CERTIFICATE

         Pursuant to Section 5.1.1 of the Credit  Agreement dated as of December
15, 1998 among Central Maine Power Company, a Maine corporation (the "Company"),
BankBoston, N.A., for itself and as Boston Managing Agent, The Bank of New York,
for itself and as New York Managing  Agent,  and certain other Lenders from time
to time party thereto (the "Credit  Agreement"),  the Company certifies that (i)
the  representations  and  warranties  contained  in  Section  7 of  the  Credit
Agreement  are true and correct on and as of the date hereof with the same force
and effect as though  originally made on and as of the date hereof (except as to
any  representation or warranty which is limited to a specific earlier date) and
(ii) no Default exists on the date hereof.

         Terms defined in the Credit Agreement and not otherwise  defined herein
are used herein with the meanings so defined.

          This  certificate  has been  executed by a duly  authorized  Financial
Officer this ______ day of _______________, 199__.

                                     CENTRAL MAINE POWER COMPANY

                                  By__________________________________
                                                Title:


                                                                 EXHIBIT 7.2.2


         Agreements  pertaining to or  evidencing  Indebtedness  outstanding  on
December 15, 1998 which is disclosed in the Pre-Closing 1934 Act Reports.


                                                                  EXHIBIT 7.3


(a)      Liens.

         Liens  in  effect  on  December  15,  1998,  either  disclosed  in  the
Pre-Closing 1934 Act Reports or immaterial to the Company.

(b)      Financing Debt and Guarantees.

         Financing Debt and Guarantees in effect on December 15, 1998, disclosed
in the Pre-Closing 1934 Act Reports.

(c)      Indebtedness under Section 6.6.6.

         Indebtedness  outstanding on December 15, 1998,  which is not otherwise
described  in  Section  6.6 of the  Agreement,  but  which is  disclosed  in the
Pre-Closing 1934 Act Reports.


                                                                 EXHIBIT 10.1

                       REVOLVING LOAN PERCENTAGE INTERESTS



         The Percentage  Interest of each Lender in the 364-Day  Revolving Loan,
and the related  Commitments,  shall be computed based on the maximum  principal
amounts for each Lender as follows:

                                      Maximum Principal
                                      Amount in 364-Day              Percentage
           Lender                      Revolving Loan                 Interest

The Bank of New York                     $7,000,000                      28%
BankBoston, N.A.                         $7,000,000                      28%
Fleet Bank of Maine                      $6,000,000                      24%
Union Bank of California, N.A.           $5,000,000                      20%


         TOTAL                          $25,000,000                     100%


                                                                EXHIBIT 11.1.1


                            ASSIGNMENT AND ACCEPTANCE


         This   Agreement,   dated  as  of   ____________,   199_,   is  between
_______________,  a Lender  under the Credit  Agreement  referred  to below (the
"Assignor"), and _______________ (the "Assignee").

         For   valuable   consideration,   the   receipt   of  which  is  hereby
acknowledged, the Assignor agrees with the Assignee as follows:

         1. Reference to Credit Agreement and Definitions.  Reference is made to
the Credit  Agreement  dated as of December  15,  1998,  as from time to time in
effect,  among Central Maine Power Company, a Maine corporation (the "Company"),
BankBoston, N.A., for itself and as Boston Managing Agent, The Bank of New York,
for itself and as New York Managing  Agent,  and certain other Lenders from time
to time party  thereto (the  "Credit  Agreement").  Terms  defined in the Credit
Agreement and not otherwise  defined herein are used herein with the meanings so
defined.

         2. Assignment and Assumption.  The Assignor hereby sells and assigns to
the Assignee, and the Assignee hereby purchases and assumes from the Assignor, a
__%  interest in and to all the  Assignor's  interests,  rights and  obligations
under the Credit  Agreement and the other Credit  Documents as of the Assignment
Date (as defined below),  including without limitation such percentage  interest
in the  Commitment of the Assignor on the  Assignment  Date and such  percentage
interest in the Revolving Loan outstanding on the Assignment Date, together with
such  percentage  interest in all unpaid  interest with respect to the Revolving
Loan and all fees  arising  pursuant  to the  Credit  Agreement  accrued  to the
Assignment Date (but excluding any Competitive  Auction  Facility Loan currently
outstanding  advanced  by the  Assignor).  [If an  assignment  of a  Competitive
Auction  Facility  Loan  or  portion  thereof  is to be  made,  add  appropriate
language.]

         3.  Representations, Warranties, etc.

         3.1.  Assignor's Representations and Warranties.  The Assignor:

                  (a) represents  that as of the date hereof,  its Commitment is
         $____________  and the outstanding  principal balance of its portion of
         the  Revolving  Loan  is  $___________  with  respect  to  the  364-Day
         Revolving  Loan  and  $___________   with  respect  to  the  Three-Year
         Revolving Loan;

                 (b)  makes  no  representation  or  warranty  and  assumes  no
         responsibility   with  respect  to  any   statements,   warranties   or
         representations  made in or in connection with the Credit  Agreement or
         the  other  Credit  Documents  or the  execution,  legality,  validity,
         enforceability,   genuineness,  sufficiency  or  value  of  the  Credit
         Agreement or the other  Credit  Documents  or any other  instrument  or
         document  furnished  pursuant thereto,  other than that it is the legal
         and beneficial owner of the interest being assigned by it hereunder and
         that such interest is free and clear of any adverse claim; and

                  (c)  makes  no  representation  or  warranty  and  assumes  no
         responsibility  with respect to the financial  condition of the Company
         and its  Subsidiaries  or the  performance of any of the obligations of
         the Company under the Credit Agreement,  any of the Credit Documents or
         any other instrument or document furnished pursuant hereto or thereto.

          3.2.  Assignee's  Representations,   Warranties  and  Agreements.  The
          Assignee:

                   (a) represents and warrants that it is legally authorized to
          enter into this Agreement;

                  (b)  confirms  that  it  has  received  a copy  of the  Credit
         Agreement and certain other Credit Documents it has requested, together
         with copies of the most recent financial  statements delivered pursuant
         to Section 6.4 or 7.2 of the Credit  Agreement and such other documents
         and  information  as it has deemed  appropriate  to make its own credit
         analysis and decision to enter into this Agreement;

                  (c) agrees that it will,  independently  and without  reliance
         upon the Managing Agents, Assignor or any other Person which has become
         a Lender,  and based on such documents and information as it shall deem
         appropriate at the time,  continue to make its own credit  decisions in
         taking or not taking  action under the Credit  Agreement  and the other
         Credit Documents;

                  (d)  agrees  that it will be  bound by the  provisions  of the
         Credit  Agreement  and the other Credit  Documents  and will perform in
         accordance with their terms all the  obligations  which are required to
         be performed by it as a Lender; and

                  (e) agrees to appoint and  authorize  the  Managing  Agents to
         take such  action as agent on its behalf and to  exercise  such  powers
         under the Credit  Agreement as are delegated to the Managing  Agents by
         the  terms  thereof,  together  with  such  powers  as  are  reasonably
         incidental thereto.

         4.  Assignment  Date.  The effective  date of this  Agreement  shall be
____________, 199_ (the "Assignment Date").

         5. Assignee Party to Credit Agreement; Assignor Release of Obligations.
From and after the  Assignment  Date,  (a) the Assignee  shall be a party to the
Credit Agreement and, to the extent provided in this Agreement,  have the rights
and  obligations of a Lender  thereunder and under the Credit  Documents and (b)
the Assignor shall,  to the extent  provided in this  Agreement,  relinquish its
rights and be released from its obligations  under the Credit  Agreement and the
other Credit Documents.

         6. Notices. All notices and other  communications  required to be given
or made to the Assignee under this Agreement,  the Credit Agreement or any other
Credit Documents shall be given or made at the address of the Assignee set forth
on the signature page hereof or at such other address as the Assignee shall have
specified to the Assignor, the Managing Agents and the Company in writing.

         7. Further Assurances.  The parties hereto agree to execute and deliver
such other instruments and documents and to take such other actions as any party
hereto may reasonably  request in connection with the transactions  contemplated
by this Agreement.

         8. General.  This Agreement,  the Credit Agreement and the other Credit
Documents  constitute the entire agreement of the parties hereto with respect to
the subject  matter hereof and supersede  all current and prior  agreements  and
understandings,  whether written or oral. The headings in this Agreement are for
convenience  of  reference  only and  shall not limit or  otherwise  affect  the
meaning  hereof.  The  invalidity or  unenforceability  of any term or provision
hereof  shall not affect the  validity  or  enforceability  of any other term or
provision hereof.  This Agreement may be executed in any number of counterparts,
which together shall constitute one instrument,  and shall bind and inure to the
benefit of the  parties  hereto and their  respective  successors  and  assigns,
including as such  successors and assigns all holders of any Credit  Obligation.
This  Agreement  shall be governed by and construed in accordance  with the laws
(other  than the  conflict  of laws  rules)  of the  jurisdiction  in which  the
principal office of the Assignor is located.

        Each of the Assignor  and the Assignee has caused this  Agreement to be
executed and delivered by its duly authorized  officer under seal as of the date
first written above.

                                            [ASSIGNOR]


                          By___________________________
                                     Title:


                                            [ASSIGNEE]


                         By_____________________________
                                     Title:

                                              [Street Address
                                              City, State Zip Code]
                                              Telecopy:
                                              Telex:

                        The foregoing is hereby consented to:

                      BANKBOSTON,  N.A.,           as Boston Managing Agent

                          By____________________________________
                             Title:


                      THE BANK OF NEW YORK,         as New York Managing Agent


                          By____________________________________
                              Title:


                      CENTRAL MAINE POWER COMPANY


                          By____________________________________
                             Title:


--------
     1 Must be the Banking Day following the applicable Request Date.

     2  Aggregate  amount  must be a minimum of  $1,000,000,  and if larger,  in
integral multiples of $500,000.

     3  Must  pay  accrued  and  unpaid  interest  on the  90th  day  after  the
Competitive  Auction  Facility  Loan  Closing  Date if the  Competitive  Auction
Facility Loan Maturity Date is more than 90 days after the  Competitive  Auction
Facility Loan Closing Date.

     4 Not earlier than seven days following the applicable  Competitive Auction
Facility  Loan  Closing Date and not later than the earlier of (i) the 180th day
following the applicable Competitive Auction Facility Loan Closing Date and (ii)
the applicable Final Maturity Date.

     5 Must not exceed the  Maximum  Amount of  Three-Year  Revolving  Credit as
determined by Section 2.1.2 of the Credit Agreement.

     6 Must not  exceed  the  Maximum  Amount  of  364-Day  Revolving  Credit as
determined by Section 2.2.2 of the Credit Agreement.

     7 Must not exceed 10.

           1 Principal amount of bids may not exceed principal amount requested.
      Bids must be for a minimum  of  $1,000,000,  and if  larger,  in  integral
      multiples of $500,000.

           2 Specify  rate of interest  per annum  (each  rounded to the nearest
1/100%).