DPL Form 10-K





 Exhibit 4(n) 

 REVOLVING
  CREDIT AGREEMENT 

 Dated as
  of December 18, 2002 

 among 

 DPL
  INC., 

 THE LENDERS
  FROM TIME TO TIME PARTY HERETO,  

 KEYBANK
  NATIONAL ASSOCIATION, 

as Syndication
  Agent, 

and 

 BANK
  ONE, NA 

 as Administrative
  Agent 

 

  ________________________________________________________________________

    

 BANC
  ONE CAPITAL MARKETS, INC.  

  as Lead Arranger
  and Sole Book Runner  

 

  ________________________________________________________________________

    

 SIDLEY
  AUSTIN BROWN & WOOD  

  Bank One Plaza

  10 South Dearborn
  Street

  Chicago, Illinois
  60603 






 TABLE OF
  CONTENTS 

	 	 	Page
	 	 	

	 	 	 
	ARTICLE I	DEFINITIONS	1
	 	 	 
	ARTICLE II	THE CREDITS	11
	   2.1	Commitment	11
	   2.2	Required
      Payments; Termination	11
	   2.3	Ratable
      Loans	11
	   2.4	Types of
      Advances	11
	   2.5	Facility
      Fee; Utilization Fee; Reductions in Aggregate Commitment	12
	   2.6	Minimum
      Amount of Each Advance	12
	   2.7	Optional
      Principal Payments	12
	   2.8	Method
      of Selecting Types and Interest Periods for New Advances	12
	   2.9	Conversion
      and Continuation of Outstanding Advances	13
	   2.10	Changes
      in Interest Rate, etc	13
	   2.11	Rate Applicable
      After Default	14
	   2.12	Method
      of Payment	14
	   2.13	Noteless
      Agreement; Evidence of Indebtedness	14
	   2.14	Telephonic
      Notices	15
	   2.15	Interest
      Payment Dates; Interest and Fee Basis	15
	   2.16	Notification
      of Advances, Interest Rates,
      Prepayments and
      Commitment	 
	 	Reductions	16
	   2.17	Lending
      Installations	16
	   2.18	Non-Receipt
      of Funds by the Administrative Agent	16
	   2.19	Replacement
      of Lender	16
	 	 	 
	ARTICLE III   	YIELD PROTECTION;
      TAXES	17
	   3.1	Yield Protection	17
	   3.2	Changes
      in Capital Adequacy Regulations	18
	   3.3	Availability
      of Types of Advances	18
	   3.4	Funding
      Indemnification	18
	   3.5	Taxes	18
	   3.6	Lender
      Statements; Survival of Indemnity	20
	 	 	 
	ARTICLE IV	CONDITIONS
      PRECEDENT	21
	   4.1	Initial
      Advance	21
	   4.2	Each Advance	22


 i 






	ARTICLE V	REPRESENTATIONS
      AND WARRANTIES	22
	   5.1	Existence
      and Standing	22
	   5.2	Authorization
      and Validity	23
	   5.3	No Conflict;
      Government Consent	23
	   5.4	Financial
      Statements	23
	   5.5	Material
      Adverse Change	23
	   5.6	Taxes	24
	   5.7	Litigation
      and Contingent Obligations	24
	   5.8	Subsidiaries	24
	   5.9	ERISA	24
	   5.10	Accuracy
      of Information	24
	   5.11	Regulation
      U	24
	   5.12	Material
      Agreements	24
	   5.13	Compliance
      With Laws	25
	   5.14	Ownership
      of Properties	25
	   5.15	Plan Assets;
      Prohibited Transactions	25
	   5.16	Environmental
      Matters	25
	   5.17	Investment
      Company Act	25
	   5.18	Public
      Utility Holding Company Act	25
	 	 	 
	ARTICLE VI   	COVENANTS	26
	   6.1	Financial
      Reporting	26
	   6.2	Use of
      Proceeds	27
	   6.3	Notice
      of Default	27
	   6.4	Conduct
      of Business	27
	   6.5	Taxes	27
	   6.6	Insurance	28
	   6.7	Compliance
      with Laws	28
	   6.8	Maintenance
      of Properties	28
	   6.9	Inspection	28
	   6.10	Merger	28
	   6.11	Sale of
      Assets	28
	   6.12	Investments
      and Acquisitions	28
	   6.13	Liens	29
	   6.14	Dividends	30
	   6.15	Affiliates	30
	   6.16	Financial
      Covenants.	31
	   6.17	Financial
      Contracts	31
	   6.18	Margin
      Stock	31


 ii 






	ARTICLE VII  	DEFAULTS	31
	 	 	 
	ARTICLE VIII  	ACCELERATION,
      WAIVERS, AMENDMENTS AND REMEDIES	33
	   8.1	Acceleration	33
	   8.2	Amendments	34
	   8.3	Preservation
      of Rights	34
	 	 	 
	ARTICLE IX	GENERAL
      PROVISIONS	35
	   9.1	Survival
      of Representations	35
	   9.2	Headings	35
	   9.3	Entire
      Agreement	35
	   9.4	Several
      Obligations; Benefits of this Agreement	35
	   9.5	Expenses;
      Indemnification	35
	   9.6	Numbers
      of Documents	36
	   9.7	Accounting	36
	   9.8	Severability
      of Provisions	36
	   9.9	Nonliability
      of Lenders	36
	   9.10	Confidentiality	37
	   9.11	Nonreliance	37
	 	 	 
	ARTICLE X	THE ADMINISTRATIVE
      AGENT	37
	   10.1	Appointment;
      Nature of Relationship	37
	   10.2	Powers	38
	   10.3	General
      Immunity	38
	   10.4	No Responsibility
      for Loans, Recitals, etc	38
	   10.5	Action
      on Instructions of Lenders	38
	   10.6	Employment
      of Administrative Agents and Counsel	39
	   10.7	Reliance
      on Documents; Counsel	39
	   10.8	Administrative
      Agent’s Reimbursement and Indemnification	39
	   10.9	Notice
      of Default	40
	   10.10	Rights
      as a Lender	40
	   10.11	Lender
      Credit Decision	40
	   10.12	Successor
      Administrative Agent	40
	   10.13	Administrative
      Agent’s Fee	41
	   10.14	Delegation
      to Affiliates	41
	   10.15	Syndication
      Agent	41
	 	 	 
	ARTICLE XI	SETOFF;
      RATABLE PAYMENTS	41
	   11.1	Setoff	41
	   11.2	Ratable
      Payments	41


 iii 






	ARTICLE XII	BENEFIT
      OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS	42	 
	   12.1	Successors
      and Assigns	42	 
	   12.2	Participations.	42	 
	   12.3	Assignments	43	 
	   12.4	Dissemination
      of Information	45	 
	   12.5	Tax Treatment	45	 
	 	 	 	 
	ARTICLE XIII  	NOTICES	46	 
	   13.1	Notices	46	 
	   13.2	Change
      of Address	46	 
	 	 	 	 
	ARTICLE XIV	COUNTERPARTS	46	 
	 	 	 	 
	ARTICLE XV	CHOICE
      OF LAW; CONSENT TO JURISDICTION; WAIVER OF	 	 
	 	JURY TRIAL	46	 
	   15.1	CHOICE
      OF LAW	46	 
	   15.2	CONSENT
      TO JURISDICTION	47	 
	   15.3	WAIVER
      OF JURY TRIAL	47	 


	SCHEDULES	 
	Pricing
      Schedule
	Schedule I	-	Commitments
	Schedule 5.7	-	Litigation
	Schedule 5.8	-	Subsidiaries
	Schedule
      6.13 	 - 	Liens
	 	 	 
	EXHIBITS	 	 
	 	 	 
	Exhibit A 	 - Form
      of Opinion of Borrower’s Counsel
	Exhibit B 	 - Form
      of Compliance Certificate
	Exhibit C 	 - Form
      of Assignment and Assumption Agreement
	Exhibit D 	 - Form
      of Loan/Credit Related Money Transfer Instruction
	Exhibit E 	 - Form
      of Note


 iv 






 REVOLVING
  CREDIT AGREEMENT  

      
  This Revolving Credit Agreement, dated as of December 18, 2002, is among DPL
  Inc., an Ohio corporation (the “Borrower”), the lenders party hereto
  (the “Lenders”), KeyBank National Association, as Syndication Agent
  (the “Syndication Agent”), and Bank One, NA, as Administrative
  Agent (the “Administrative Agent”). The parties hereto agree as follows:
  

 ARTICLE
  I  

 DEFINITIONS
   

     As used
    in this Agreement: 


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

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

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

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

      
  “Aggregate Commitment” means the aggregate of the Commitments of all
  the Lenders, as reduced from time to time pursuant to the terms hereof. 

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



 



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

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

      “Applicable
  Fee Rate” means, at any time, the percentage rate per annum at which Facility
  Fees are accruing on the Aggregate Commitment at such time as set forth in the
  Pricing Schedule. 

      “Applicable
  Margin” means (x) with respect to Eurodollar Advances at any time, the
  percentage rate per annum which is applicable at such time with respect to Eurodollar
  Advances as set forth in the Pricing Schedule, and (y) with respect to Floating
  Rate Advances at any time, the percentage rate per annum which is applicable
  at such time with respect to Floating Rate Advances as set forth in the Pricing
  Schedule. 

      “Applicable
  Utilization Fee Rate” means (i) at any time the Applicable Fee Rate is
  set at Level I, II, III or IV Status, 0.125% per annum, and (ii) at any time
  the Applicable Fee Rate is set at Level V Status, 0.25% per annum. 

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

      “Arranger”
  means Banc One Capital Markets, Inc., a Delaware corporation, and its successors,
  in its capacity as Lead Arranger and Sole Book Runner. 

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

      “Authorized
  Officer” means any of the President, Executive Vice President and Chief
  Operating Officer, Treasurer, any Group Vice President or any Vice President
  of the Borrower, acting singly. 

      “Bank
  One” means Bank One, NA, a national banking association having its principal
  office in Chicago, Illinois, in its individual capacity, and its successors.
  

      “Borrower”
  means DPL Inc., an Ohio corporation, and its successors and assigns. 

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

      “Borrowing
  Notice” is defined in Section 2.8. 

 2 



 



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

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

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

      “Change
  in Control” means (i) the acquisition by any Person, or two or more Persons
  acting in concert, of beneficial ownership (within the meaning of Rule 13d-3
  of the Securities and Exchange Commission under the Securities Exchange Act
  of 1934) of 20% or more of the outstanding shares of voting stock of the Borrower
  or (ii) the Borrower shall cease to own, free and clear of all Liens and other
  encumbrances and on a fully diluted basis, 100% of the outstanding shares of
  all classes of stock of Dayton Power ordinarily having the right to vote at
  an election of directors, or any contingency shall occur that causes any class
  of stock of Dayton Power, the shares of which are not owned by the Borrower,
  to have the right to vote at an election of directors. 

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

      “Commitment”
  means, for each Lender, the obligation of such Lender to make Loans not exceeding
  the amount set forth opposite such Lender’s name on Schedule I hereto or
  as set forth in any Notice of Assignment relating to any assignment that has
  become effective pursuant to Section 12.3.2, as such amount may be modified
  from time to time pursuant to the terms hereof. 

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

      “Consolidated
  EBIT” means, with reference to any period, Consolidated Net Income plus,
  to the extent deducted from revenues in determining Consolidated Net Income,
  (i) Consolidated Interest Expense, (ii) expense for income taxes paid or accrued,
  (iii) extraordinary losses incurred other than in the ordinary course of business,
  minus, to the extent included in Consolidated Net Income, extraordinary gains
  realized other than in the ordinary course of business, and (iv) the writeoff
  of financial assets for fiscal year 2002 in the amount of $148.4 million, all
  calculated for the Borrower and its Subsidiaries on a consolidated basis for
  such period. 

 3 



 



      “Consolidated
  Interest Expense” means, with reference to any period, the interest expense
  of the Borrower and its Subsidiaries calculated on a consolidated basis for
  such period. 

      “Consolidated
  Net Income” means, with reference to any period, the net income (or loss)
  of the Borrower and its Subsidiaries calculated on a consolidated basis for
  such period. 

      “Consolidated
  Net Worth” means at any time the sum of consolidated stockholders’
  equity of the Borrower and its Subsidiaries calculated on a consolidated basis
  as of such time plus the aggregate outstanding amount, as of such time,
  of the 8?% Capital Securities issued on or about August 31, 2001 by DPL Capital
  Trust II, which Capital Securities are guaranteed in whole or in part from time
  to time by the Borrower. 

      “Consolidated
  Tangible Assets” means at any time the consolidated total assets of the
  Borrower and its Subsidiaries calculated on a consolidated basis as of such
  time, but excluding therefrom goodwill, patents, patent applications, permits,
  trademarks, trade names, copyrights, licenses, franchises, experimental expense,
  organizational expense, unamortized debt discount and expense, the excess of
  cost of shares acquired over book value of related assets and such other assets
  as are properly classified as “intangible assets” in accordance with
  Agreement Accounting Principles. 

      “Consolidated
  Total Capitalization” means at any time the sum of Consolidated Debt and
  Consolidated Net Worth, each calculated at such time. 

      “Contingent
  Obligation” of a Person means any agreement, undertaking or arrangement
  by which such Person assumes, guarantees, endorses, contingently agrees to purchase
  or provide funds for the payment of, or otherwise becomes or is contingently
  liable upon, the obligation or liability of any other Person, or agrees to maintain
  the net worth or working capital or other financial condition of any other Person,
  or otherwise assures any creditor of such other Person against loss, including,
  without limitation, any comfort letter, operating agreement, take-or-pay contract
  or the obligations of any such Person as general partner of a partnership with
  respect to the liabilities of the partnership, provided, however, that
  the term “Contingent Obligations” shall not include the endorsement
  of instruments for collection or deposit in the ordinary course of business.
  

      “Contract”
  means any indenture, agreement (other than this Agreement), other contractual
  restriction, lease, instrument (other than Notes), certificate of incorporation
  or charter, or by-law. 

      “Conversion/Continuation
  Notice” is defined in Section 2.9. 

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

      “Dayton
  Power” means The Dayton Power and Light Company. 

 4 



 



      “Debt”
  of a Person means such Person’s (i) obligations for borrowed money, (ii)
  obligations representing the deferred purchase price of Property or services
  (other than accounts payable arising in the ordinary course of such Person’s
  business payable on terms customary in the trade and accrued expenses arising
  in the ordinary course of business), (iii) obligations, whether or not assumed,
  secured by Liens or payable out of the proceeds or production from Property
  now or hereafter owned or acquired by such Person, (iv) obligations which are
  evidenced by bonds, debentures, notes, acceptances, or other instruments, (v)
  obligations of such Person to purchase securities or other Property arising
  out of or in connection with the sale of the same or substantially similar securities
  or Property, (vi) Capitalized Lease Obligations, (vii) non-contingent obligations
  to reimburse any other Person in respect of amounts paid under a Letter of Credit
  or similar instrument to the extent that such reimbursement obligations remain
  outstanding after they become non-contingent, (viii) all Debt of others constituting
  a Contingent Obligation of such Person, and (ix) any other obligation for borrowed
  money or other financial accommodation which in accordance with Agreement Accounting
  Principles would be shown as a liability on the consolidated balance sheet of
  such Person. 

      “Default”
  means an event described in Article VII. 

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

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

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

      “Eurodollar
  Base Rate” means, with respect to a Eurodollar Advance for the relevant
  Interest Period, the applicable British Bankers’ Association LIBOR rate
  for deposits in U.S. dollars as reported by any generally recognized financial
  information service as of 11:00 a.m. (London time) two Business Days prior to
  the first day of such Interest Period, and having a maturity equal to such Interest
  Period, provided that, if no such British Bankers’ Association LIBOR
  rate is available to the Administrative Agent, the applicable Eurodollar Base
  Rate for the relevant Interest Period shall instead be the rate determined by
  the Administrative Agent to be the rate at which Bank One or one of its Affiliate
  banks offers to place deposits in U.S. dollars with first-class banks in the
  London interbank market at approximately 11:00 a.m. (London time) two Business
  Days prior to the first day of such Interest Period, in the approximate amount
  of Bank One’s relevant Eurodollar Loan and having a maturity equal to such
  Interest Period 

 5 



 



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

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

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

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

      “Facility
  Fee” is defined in Section 2.5(i). 

      “Facility
  Termination Date” means December 16, 2003 or any earlier date on which
  the Aggregate Commitment is reduced to zero or otherwise terminated pursuant
  to the terms hereof. 

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

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

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

 6 



 



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

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

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

      “Interest
  Coverage Ratio” means, with reference to any four fiscal quarter period,
  the ratio of (i) Consolidated EBIT to (ii) Consolidated Interest Expense. 

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

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

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

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

      “Letter
  of Credit” of a Person means a letter of credit or similar instrument which
  is issued upon the application of such Person or upon which such Person is an
  account party or for which such Person is in any way liable. 

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

 7 



 



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

      “Loan
  Documents” means this Agreement and any Notes issued pursuant to Section
  2.13. 

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

      “Material
  Debt” is defined in Section 7.5. 

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

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

      “Non-U.S.
  Lender” is defined in Section 3.5(iv). 

      “Non-Utility
  Subsidiary” means any Subsidiary of the Borrower other than Dayton Power
  or a Subsidiary thereof. 

      “Note”
  means any promissory note issued at the request of a Lender pursuant to Section
  2.13 in the form of Exhibit E. 

      “Notice
  of Assignment” is defined in Section 12.3.2. 

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

      “Other
  Taxes” is defined in Section 3.5(ii). 

      “Participants”
  is defined in Section 12.2.1. 

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

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

      “Permitted
  Acquisition” means any Acquisition made by the Borrower or any of its Subsidiaries,
  provided that (i) as of the date of the consummation of such Acquisition,
  no Default or Unmatured Default shall have occurred and be continuing or would
  result from such Acquisition, and the 

 8 



 



 representation
  and warranty contained in Section 5.11 shall be true both before and after giving
  effect to such Acquisition, (ii) such Acquisition is consummated on a non-hostile
  basis pursuant to a negotiated acquisition agreement approved by the board of
  directors or other applicable governing body of the seller or entity to be acquired,
  and no material challenge to such Acquisition shall be pending or threatened
  by any shareholder or director of the seller or entity to be acquired, and (iii)
  as of the date of the consummation of such Acquisition, all approvals required
  in connection therewith shall have been obtained. 

      “Permitted
  Restrictive Covenant” means (i) any covenant or restriction contained in
  this Agreement, (ii) any covenant or restriction contained in the Articles of
  Incorporation of Dayton Power as in effect on the date hereof, or (iii) any
  covenant or restriction in any Contract that is less burdensome than any covenant
  or restriction contained in this Agreement. 

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

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

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

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

      “Pro
  Rata Share” means, for each Lender, the ratio of such Lender’s Commitment
  to the Aggregate Commitment. 

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

      “Purchasers”
  is defined in Section 12.3.1. 

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

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

 9 



 



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

      “Reports”
  is defined in Section 9.5. 

      “Required
  Lenders” means Lenders in the aggregate having at least 66-?% of the Aggregate
  Commitment or, if the Aggregate Commitment has been terminated, Lenders in the
  aggregate holding at least 66-?% of the aggregate unpaid principal amount of
  the outstanding Advances. 

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

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

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

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

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

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

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

 10 



 



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

      “Transferee”
  is defined in Section 12.4. 

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

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

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

      “Utilization
  Fee” is defined in Section 2.5(ii). 

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

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

 ARTICLE
  II  

 THE
  CREDITS  

     2.1
  Commitment. From and including the date of this Agreement and prior to
  the Facility Termination Date, each Lender severally agrees, on the terms and
  conditions set forth in this Agreement, to make Loans to the Borrower from time
  to time in amounts not to exceed in the aggregate at any one time outstanding
  the amount of its Commitment. Subject to the terms of this Agreement, the Borrower
  may borrow, repay and reborrow at any time prior to the Facility Termination
  Date. The Commitments to lend hereunder shall expire on the Facility Termination
  Date. 

      2.2
  Required Payments; Termination. Any outstanding Advances and all other
  unpaid Obligations shall be paid in full by the Borrower on the Facility Termination
  Date. 

 11 



 



      2.3
  Ratable Loans. Each Advance hereunder shall consist of Loans made from
  the several Lenders ratably in proportion to the ratio that their respective
  Commitments bear to the Aggregate Commitment. 

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

      2.5
  Facility Fee; Utilization Fee; Reductions in Aggregate Commitment. (i)
  The Borrower agrees to pay to the Administrative Agent for the account of each
  Lender a facility fee (the “Facility Fee”) at a per annum rate equal
  to the Applicable Fee Rate on such Lender’s Commitment (without regard
  to usage) from the date hereof to and including the Facility Termination Date,
  payable in arrears on each Payment Date hereafter and on the Facility Termination
  Date. 

      (ii)
  The Borrower hereby agrees to pay to the Administrative Agent for the ratable
  account of the Lenders a utilization fee (the “Utilization Fee”) for
  each day on which the aggregate outstanding principal amount of the Loans exceeds
  33 1/3% of the then-current Aggregate Commitment. The Utilization Fee shall
  be at a rate equal to the Applicable Utilization Fee Rate on the aggregate outstanding
  principal amount of the Loans, shall be distributed to each Lender pro rata
  according to such Lender’s Pro Rata Share of the aggregate outstanding
  principal amount of the Loans, and shall be payable in arrears on each Payment
  Date hereafter and on the Facility Termination Date (or such earlier date on
  which the Aggregate Commitment shall terminate or be cancelled and all of the
  Loans shall be repaid) for any period then ending for which such fee shall not
  have been theretofore paid.

      (iii)
  The Borrower may permanently reduce the Aggregate Commitment in whole, or in
  part ratably among the Lenders in integral multiples of $10,000,000, upon at
  least three (3) Business Days’ written notice to the Administrative Agent,
  which notice shall specify the amount of any such reduction, provided, however,
  that the amount of the Aggregate Commitment may not be reduced below the aggregate
  principal amount of the outstanding Advances. All accrued Facility Fees shall
  be payable on the effective date of any termination of the obligations of the
  Lenders to make Loans hereunder. 

      2.6
  Minimum Amount of Each Advance. Each Eurodollar Advance shall be in the
  minimum amount of $5,000,000 (and in multiples of $1,000,000 if in excess thereof),
  and each Floating Rate Advance shall be in the minimum amount of $5,000,000
  (and in multiples of $1,000,000 if in excess thereof), provided, however,
  that any Floating Rate Advance may be in the amount of the unused Aggregate
  Commitment. 

      2.7
  Optional Principal Payments. The Borrower may from time to time pay,
  without penalty or premium, all outstanding Floating Rate Advances, or, in a
  minimum aggregate amount of $5,000,000 or any integral multiple of $100,000
  in excess thereof, any portion of the outstanding Floating Rate Advances upon
  one (1) Business Day’s prior written notice to the Administrative Agent.
  The Borrower may from time to time pay, subject to the payment of any funding
  indemnification amounts required by Section 3.4 but without penalty or premium,
  all outstanding Eurodollar Advances, or, in a minimum aggregate amount of $5,000,000
  or any integral multiple of $100,000 in excess thereof, any portion of 

 12 



 




  	the
        outstanding Eurodollar Advances upon three (3) Business Days’ prior
        notice to the Administrative Agent.

         
	     2.8
        Method of Selecting Types and Interest Periods for New Advances. The Borrower
        shall select the Type of Advance and, in the case of each Eurodollar Advance,
        the Interest Period applicable thereto from time to time. The Borrower
        shall give the Administrative Agent irrevocable notice (a “Borrowing
        Notice”) not later than 10:00 a.m. (Chicago time) at least one (1)
        Business Day before the Borrowing Date of each Floating Rate Advance and
        three (3) Business Days before the Borrowing Date for each Eurodollar
        Advance, specifying:

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

          	the
        aggregate amount of such Advance,

         
	 	(iii)

          	the
        Type of Advance selected, and

         
	 	(iv)

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

         
	Not
        later than noon (Chicago time) on each Borrowing Date, each Lender shall
        make available its Loan or Loans in funds immediately available in Chicago
        to the Administrative Agent at its address specified pursuant to Article
        XIII. The Administrative Agent will make the funds so received from the
        Lenders available to the Borrower at the Administrative Agent’s aforesaid
        address.

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

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

         
	 	(ii)

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

         
	 	(iii)

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

         
	 
	13

           







 



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

      2.11
  Rate Applicable After Default. Notwithstanding anything to the contrary
  contained in Section 2.8 or 2.9, during the continuance of a Default or Unmatured
  Default the Required Lenders may, at their option, by notice to the Borrower
  (which notice may be revoked at the option of the Required Lenders notwithstanding
  any provision of Section 8.2 requiring unanimous consent of the Lenders to changes
  in interest rates), declare that no Advance may be made as, converted into or
  continued as a Eurodollar Advance. During the continuance of a Default the Required
  Lenders may, at their option, by notice to the Borrower (which notice may be
  revoked at the option of the Required Lenders notwithstanding any provision
  of Section 8.2 requiring unanimous consent of the Lenders to changes in interest
  rates), declare that (i) each Eurodollar Advance shall bear interest for the
  remainder of the applicable Interest Period at the rate otherwise applicable
  to such Interest Period plus 2% per annum and (ii) each Floating Rate
  Advance shall bear interest at a rate per annum equal to the Floating Rate in
  effect from time to time plus 2% per annum; provided, that,
  during the continuance of a Default under Section 7.6 or 7.7, the interest rates
  set forth in clauses (i) and (ii) above shall be applicable to all Advances
  without any election or action on the part of the Administrative Agent or any
  Lender; and provided further, that the Applicable Margin shall
  be deemed to be set at Level V Status when determining such interest rates.
  

      2.12
  Method of Payment. All payments of the Obligations hereunder shall be
  made, without setoff, deduction, or counterclaim, in immediately available funds
  to the Administrative Agent at the Administrative Agent’s address specified
  pursuant to Article XIII, or at any other Lending Installation of the Administrative
  Agent specified in writing by the Administrative Agent to the Borrower, by noon
  (local time) on the date when due and shall be applied ratably by the Administrative
  Agent among the Lenders. Each payment delivered to the Administrative Agent
  for the account of any Lender shall be delivered promptly by the Administrative
  Agent to such Lender in the same type of funds that the Administrative Agent
  received at its address specified pursuant to Article XIII or at any Lending
  Installation specified in a notice received by the Administrative Agent from
  such Lender. The Administrative Agent is hereby authorized to charge the account
  of the Borrower maintained with Bank One for each payment of principal, interest
  and fees as it becomes due hereunder. 

 14 



 




  	     2.13
        Noteless Agreement; Evidence of Indebtedness. (i) Each Lender shall maintain
        in accordance with its usual practice an account or accounts evidencing
        the indebtedness of the Borrower to such Lender resulting from each Loan
        made by such Lender from time to time, including the amounts of principal
        and interest payable and paid to such Lender from time to time hereunder.

         
	 	(ii)

          	     The
        Administrative Agent shall also maintain accounts in which it will record
        (a) the amount of each Loan made hereunder, the Type thereof and the Interest
        Period with respect thereto, (b) the amount of any principal or interest
        due and payable or to become due and payable from the Borrower to each
        Lender hereunder and (c) the amount of any sum received by the Administrative
        Agent hereunder from the Borrower and each Lender’s share thereof.

         
	 	(iii)

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

         
	 	(iv)

          	     Any
        Lender may request that its Loans be evidenced by a promissory note (a
        “Note”). In such event, the Borrower shall prepare, execute
        and deliver to such Lender a Note payable to the order of such Lender
        in the form of Exhibit E. Thereafter, the Loans evidenced by such Note
        and interest thereon shall at all times (including after any assignment
        pursuant to Section 12.3) be represented by one or more Notes payable
        to the order of the payee named therein or any assignee pursuant to Section
        12.3, except to the extent that any such Lender or assignee subsequently
        returns any such Note for cancellation and requests that such Loans once
        again be evidenced as described in paragraphs (i) and (ii) above.

         
	     2.14
        Telephonic Notices. The Borrower hereby authorizes the Lenders and the
        Administrative Agent to extend, convert or continue Advances, effect selections
        of Types of Advances and to transfer funds based on telephonic notices
        made by any person or persons the Administrative Agent or any Lender in
        good faith believes to be acting on behalf of the Borrower, it being understood
        that the foregoing authorization is specifically intended to allow Borrowing
        Notices and Conversion/Continuation Notices to be given telephonically.
        The Borrower agrees to deliver promptly to the Administrative Agent a
        written confirmation, if such confirmation is requested by the Administrative
        Agent or any Lender, of each telephonic notice signed by an Authorized
        Officer. If the written confirmation differs in any material respect from
        the action taken by the Administrative Agent and the Lenders, the records
        of the Administrative Agent and the Lenders shall govern absent manifest
        error.

         
	     2.15
        Interest Payment Dates; Interest and Fee Basis. Interest accrued on each
        Floating Rate Advance shall be payable on each Payment Date, commencing
        with the first such date to occur after the date hereof, on any date on
        which such Floating Rate Advance is prepaid, whether due to acceleration
        or otherwise, and at maturity. Interest accrued on that portion of the
        outstanding principal amount of any Floating Rate Advance converted into
        a Eurodollar Advance on a day other than a Payment Date shall be payable
        on the date of conversion. Interest accrued on each Eurodollar Advance
        shall be payable on the last day of its applicable Interest Period, on
        any date on which the Eurodollar Advance

         
	15

           







 



 is prepaid,
  whether by acceleration or otherwise, and at maturity. Interest accrued on each
  Eurodollar Advance having an Interest Period longer than three months shall
  also be payable on the last day of each three-month interval during such Interest
  Period. Interest on Eurodollar Advances and Facility Fees and Utilization Fees
  shall be calculated for actual days elapsed on the basis of a 360-day year,
  and interest on Floating Rate Advances shall be calculated for actual days elapsed
  on the basis of a 365/366-day year. Interest shall be payable for the day an
  Advance is made but not for the day of any payment on the amount paid if payment
  is received prior to noon (local time) at the place of payment. If any payment
  of principal of or interest on an Advance, any fees or any other amounts payable
  to the Administrative Agent or any Lender hereunder shall become due on a day
  which is not a Business Day, such payment shall be made on the next succeeding
  Business Day and, in the case of a principal payment, such extension of time
  shall be included in computing interest in connection with such payment. 

      2.16
  Notification of Advances, Interest Rates, Prepayments and Commitment Reductions.
  Promptly after receipt thereof, the Administrative Agent will notify each Lender
  of the contents of each Aggregate Commitment reduction notice, Borrowing Notice,
  Conversion/Continuation Notice, and repayment notice received by it hereunder.
  The Administrative Agent will notify each Lender of the interest rate applicable
  to each Eurodollar Advance promptly upon determination of such interest rate
  and will give each Lender prompt notice of each change in the Alternate Base
  Rate. 

      2.17
  Lending Installations. Each Lender may book its Loans at any Lending
  Installation selected by such Lender and may change its Lending Installation
  from time to time. All terms of this Agreement shall apply to any such Lending
  Installation and the Loans and any Notes issued hereunder shall be deemed held
  by each Lender for the benefit of any such Lending Installation. Each Lender
  may, by written notice to the Administrative Agent and the Borrower in accordance
  with Article XIII, designate replacement or additional Lending Installations
  through which Loans will be made by it and for whose account Loan payments are
  to be made. 

      2.18
  Non-Receipt of Funds by the Administrative Agent. Unless the Borrower
  or a Lender, as the case may be, notifies the Administrative Agent prior to
  the date on which it is scheduled to make payment to the Administrative Agent
  of (i) in the case of a Lender, the proceeds of a Loan or (ii) in the case of
  the Borrower, a payment of principal, interest or fees to the Administrative
  Agent for the account of the Lenders, that it does not intend to make such payment,
  the Administrative Agent may assume that such payment has been made. The Administrative
  Agent may, but shall not be obligated to, make the amount of such payment available
  to the intended recipient in reliance upon such assumption. If such Lender or
  the Borrower, as the case may be, has not in fact made such payment to the Administrative
  Agent, the recipient of such payment shall, on demand by the Administrative
  Agent, repay to the Administrative Agent the amount so made available together
  with interest thereon in respect of each day during the period commencing on
  the date such amount was so made available by the Administrative Agent until
  the date the Administrative Agent recovers such amount at a rate per annum equal
  to (x) in the case of payment by a Lender, the Federal Funds Effective Rate
  for such day for the first three days and, thereafter, the interest rate applicable
  to the relevant Loan or (y) in the case of payment by the Borrower, the interest
  rate applicable to the relevant Loan. 

 16 



 




  	     2.19
        Replacement of Lender. If the Borrower is required pursuant to Section
        3.1, 3.2 or 3.5 to make any additional payment to any Lender or if any
        Lender’s obligation to make or continue, or to convert Floating Rate
        Advances into, Eurodollar Advances shall be suspended pursuant to Section
        3.3 (any Lender so affected an “Affected Lender”), the Borrower
        may elect, if such amounts continue to be charged or such suspension is
        still effective, to replace such Affected Lender as a Lender party to
        this Agreement, provided that no Default or Unmatured Default shall
        have occurred and be continuing at the time of such replacement, and provided
        further that, concurrently with such replacement, (i) another bank
        or other entity which is reasonably satisfactory to the Borrower and the
        Administrative Agent shall agree, as of such date, to purchase for cash
        the Advances and other Obligations due to the Affected Lender pursuant
        to an assignment substantially in the form of Exhibit C and to become
        a Lender for all purposes under this Agreement and to assume all obligations
        of the Affected Lender to be terminated as of such date and to comply
        with the requirements of Section 12.3 applicable to assignments, and (ii)
        the Borrower shall pay to such Affected Lender in same day funds on the
        day of such replacement (A) all interest, fees and other amounts then
        accrued but unpaid to such Affected Lender by the Borrower hereunder to
        and including the date of termination, including without limitation payments
        due to such Affected Lender under Sections 3.1, 3.2 and 3.5, and (B) an
        amount, if any, equal to the payment which would have been due to such
        Lender on the day of such replacement under Section 3.4 had the Loans
        of such Affected Lender been prepaid on such date rather than sold to
        the replacement Lender.

         
	     ARTICLE
          III

           

	     YIELD
          PROTECTION; TAXES

           

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

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

         
	 	(ii)

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

         
	 	(iii)

          	imposes
        any other condition the result of which is to increase the cost to any
        Lender or any applicable Lending Installation of making, funding or maintaining
        its Eurodollar Loans or reduces any amount receivable by any Lender or
        any applicable Lending

         
	17

           







 



  	 	 	 Installation
  in connection with its Eurodollar Loans, or requires any Lender or any applicable
  Lending Installation to make any payment calculated by reference to the amount
  of Eurodollar Loans held or interest received by it, by an amount deemed material
  by such Lender, 



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

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

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

      3.4
  Funding Indemnification. If any payment of a Eurodollar Advance occurs
  on a date which is not the last day of the applicable Interest Period, whether
  because of acceleration, prepayment or 

 18 



 



 otherwise
  (including, without limitation, prepayments required by Section 3.3), or a Eurodollar
  Advance is not made on the date specified by the Borrower for any reason other
  than default by the Lenders, the Borrower will indemnify each Lender for any
  reasonable loss or cost incurred by it resulting therefrom, including, without
  limitation, any loss or cost in liquidating or employing deposits acquired to
  fund or maintain such Eurodollar Advance. 

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

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

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

      (iv)
  Each Lender that is not incorporated under the laws of the United States of
  America or a state thereof (each a “Non-U.S. Lender”) agrees that
  it will, not more than ten Business Days after the date of this Agreement, (i)
  deliver to each of the Borrower and the Administrative Agent two duly completed
  copies of United States Internal Revenue Service Form W-8BEN or W-8ECI, certifying
  in either case that such Lender is entitled to receive payments under this Agreement
  without deduction or withholding of any United States federal income taxes,
  and (ii) deliver to each of the Borrower and the Administrative Agent a United
  States Internal Revenue Form W-8 or W-9, as the case may be, and certify that
  it is entitled to an exemption from United States backup withholding tax. Each
  Non-U.S. Lender further undertakes to deliver to each of the Borrower and the
  Administrative Agent (x) renewals or additional copies of such form (or any
  successor form) on or before the date that such form expires or becomes obsolete,
  and (y) after the occurrence of any event requiring a change in the most recent
  forms so delivered by it, such additional forms or amendments thereto as may
  be reasonably requested 

 19 



 



 by the
  Borrower or the Administrative Agent. All forms or amendments described in the
  preceding sentence shall certify that such Lender is entitled to receive payments
  under this Agreement without deduction or withholding of any United States federal
  income taxes, unless an event (including without limitation any change
  in treaty, law or regulation) has occurred prior to the date on which any such
  delivery would otherwise be required which renders all such forms inapplicable
  or which would prevent such Lender from duly completing and delivering any such
  form or amendment with respect to it and such Lender advises the Borrower and
  the Administrative Agent that it is not capable of receiving payments without
  any deduction or withholding of United States federal income tax. 

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

      (vi)
  Any Lender that is entitled to an exemption from or reduction of withholding
  tax with respect to payments under this Agreement or any Note pursuant to the
  law of any relevant jurisdiction or any treaty shall deliver to the Borrower
  (with a copy to the Administrative Agent), at the time or times prescribed by
  applicable law, such properly completed and executed documentation prescribed
  by applicable law as will permit such payments to be made without withholding
  or at a reduced rate. For any period during which any Lender has failed to provide
  the Borrower with such documentation, such Lender shall not be entitled to indemnification
  under this Section 3.5 with respect to withholding tax to the extent that such
  exemption or reduction would otherwise have been available. 

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

      (viii)
  If the Borrower is required to pay additional amounts to any Lender or the Administrative
  Agent pursuant to this Section 3.5, then such Lender shall use reasonable efforts
  (consistent with legal 

 20 



 



and regulatory
  restrictions) to change the jurisdiction of its Lending Installation or take
  other appropriate action so as to eliminate any such additional payment by the
  Borrower which may thereafter accrue, if such change or other action in the
  judgment of such Lender is not otherwise disadvantageous to such Lender.

     3.6
  Lender Statements; Survival of Indemnity. To the extent reasonably possible,
  each Lender shall designate an alternate Lending Installation with respect to
  its Eurodollar Loans to reduce any liability of the Borrower to such Lender
  under Sections 3.1, 3.2 and 3.5 or to avoid the unavailability of Eurodollar
  Advances under Section 3.3, so long as such designation is not, in the judgment
  of such Lender, disadvantageous to such Lender. Each Lender shall use reasonable
  efforts to give prompt written notice to the Borrower upon becoming aware of
  the existence of any circumstances that would give rise to a claim for compensation
  by such Lender under Section 3.1, 3.2 or 3.5 or that would result in the unavailability
  of Eurodollar Advances under Section 3.3, but the failure to give such notice
  shall not affect any of such Lender’s rights hereunder. In determining
  the amount of compensation under Section 3.1, 3.2 or 3.5, each Lender shall
  act in good faith, and any demand for compensation under Section 3.1, 3.2 or
  3.5 shall be limited to increased costs, reductions in amounts received and
  reduced returns incurred within 180 days of the date of such demand. Each Lender
  shall deliver a written statement of such Lender to the Borrower (with a copy
  to the Administrative Agent) as to the amount due, if any, under Section 3.1,
  3.2, 3.4 or 3.5. Such written statement shall set forth in reasonable detail
  the calculations upon which such Lender determined such amount and shall be
  final, conclusive and binding on the Borrower in the absence of manifest error.
  Determination of amounts payable under such Sections in connection with a Eurodollar
  Loan shall be calculated as though each Lender funded its Eurodollar Loan through
  the purchase of a deposit of the type and maturity corresponding to the deposit
  used as a reference in determining the Eurodollar Rate applicable to such Loan,
  whether in fact that is the case or not. Unless otherwise provided herein, the
  amount specified in the written statement of any Lender shall be payable on
  demand after receipt by the Borrower of such written statement. The obligations
  of the Borrower under Sections 3.1, 3.2, 3.4 and 3.5 shall survive payment of
  the Obligations and termination of this Agreement.

ARTICLE
  IV

CONDITIONS
  PRECEDENT

      4.1
  Initial Advance. The Lenders shall not be required to make the initial
  Advance hereunder unless the Borrower has furnished to the Administrative Agent
  with sufficient copies for the Lenders:

  


  	 	(i)	Copies
        of the articles of incorporation of the Borrower, together with all amendments,
        and a certificate of good standing, each certified by the appropriate
        governmental officer in its jurisdiction of incorporation.

          
	 	(ii)	 Copies,
        certified by the Secretary or Assistant Secretary of the Borrower, of
        its Code of Regulations and of its Board of Directors’ resolutions
        and of resolutions or actions of any other body authorizing the execution
        of the Loan Documents to which the Borrower is a party.

          




21

   



 




  	 	(iii)

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

         
	 	(iv)

          	A certificate,
        signed by an Authorized Officer of the Borrower, stating that on the initial
        Borrowing Date no Default or Unmatured Default has occurred and is continuing.

         
	 	(v)

          	A written
        opinion of the Borrower’s general counsel addressed to the Lenders
        in substantially the form of Exhibit A.

         
	 	(vi)

          	Any
        Notes requested by a Lender pursuant to Section 2.13 payable to the order
        of each such requesting Lender.

         
	 	(vii)

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

         
	 	(viii)
        	Evidence
        of the termination of the Revolving Credit Agreement, dated as of December
        21, 2001 by and among the Borrower, the lenders party thereto, and Bank
        One, NA, as administrative agent thereunder, and evidence of the repayment
        in full of all Debt and other obligations thereunder.

         
	 	(ix)

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

         
	     4.2
        Each Advance. The Lenders shall not be required to make any Advance unless
        on the applicable Borrowing Date:

         
	 	(i)	 There
        exists no Default or Unmatured Default.
	 	(ii)

          	The
        representations and warranties contained in Article V are true and correct
        as of such Borrowing Date except to the extent any such representation
        or warranty is stated to relate solely to an earlier date, in which case
        such representation or warranty shall have been true and correct on and
        as of such earlier date.

         
	     Each
        Borrowing Notice with respect to each such Advance shall constitute a
        representation and warranty by the Borrower that the conditions contained
        in Sections 4.2(i) and (ii) have been satisfied.

         
	     ARTICLE
          V

           

	     REPRESENTATIONS
          AND WARRANTIES

           

	22

           







 




   The
    Borrower represents and warrants to the Lenders that: 



      5.1
  Existence and Standing. The Borrower is a corporation organized under
  the laws of the State of Ohio. Each of the Borrower’s Subsidiaries is a
  corporation, partnership or limited liability company duly and properly incorporated
  or organized, as the case may be under the laws of its jurisdiction of incorporation
  or organization. Each of the Borrower and its Subsidiaries is validly existing
  and (to the extent such concept applies to such entity) in good standing under
  the laws of its jurisdiction of incorporation or organization and has all requisite
  authority to conduct its business in each jurisdiction in which its business
  is conducted, except to the extent that the failure to have such authority could
  not reasonably be expected to have a Material Adverse Effect. 

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

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

      5.4 Financial
  Statements. The restated December 31, 2001, restated March 31, 2002, June
  30, 2002 and
  September 30, 2002 consolidated financial statements of the Borrower and its
  Subsidiaries heretofore delivered to the Lenders were prepared in accordance
  with generally accepted accounting principles in effect on the dates such statements
  were prepared and fairly present the consolidated financial condition and operations
  of the Borrower and its Subsidiaries at such dates and the consolidated results
  of their operations for the periods then ended, subject, in the case of the
  March 31, 2002, June 30, 2002 and September 30, 2002 financial statements, to
  normal year-end adjustments. 

 23 



 



      5.5
  Material Adverse Change. Since September 30, 2002, there has been no
  change in the business, Property, condition (financial or otherwise), prospects
  or results of operations of the Borrower and its Subsidiaries which could reasonably
  be expected to have a Material Adverse Effect. 

      5.6
  Taxes. The Borrower and its Subsidiaries have filed all United States
  federal tax returns and all other material tax returns which are required to
  be filed and have paid all United States federal income taxes and all other
  material taxes due pursuant to said returns or pursuant to any assessment received
  by the Borrower or any of its Subsidiaries, except such taxes, if any, as are
  being contested in good faith and as to which adequate reserves have been provided
  in accordance with Agreement Accounting Principles. The United States income
  tax returns of the Borrower and its Subsidiaries have been audited by the Internal
  Revenue Service through the fiscal year ended December 31, 1998. The charges,
  accruals and reserves on the books of the Borrower and its Subsidiaries in respect
  of any taxes or other governmental charges are adequate. 

      5.7
  Litigation and Contingent Obligations. Except as set forth on Schedule
  5.7, there is no litigation, arbitration, governmental investigation, proceeding
  or inquiry pending or, to the knowledge of any of their officers, threatened
  against or affecting the Borrower or any of its Subsidiaries which could reasonably
  be expected to have a Material Adverse Effect or which seeks to prevent, enjoin
  or delay the making of any Loans. On the date of this Agreement, other than
  any liability incident to any litigation, arbitration or proceeding which could
  not reasonably be expected to have a Material Adverse Effect, the Borrower has
  no material Contingent Obligations not provided for or disclosed in the financial
  statements referred to in Section 5.4. 

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

      5.9
  ERISA. The Unfunded Liabilities of all Single Employer Plans do not in
  the aggregate exceed $0 as of the date hereof. Each Plan complies in all material
  respects with all applicable requirements of law and regulations, no Reportable
  Event has occurred with respect to any Plan, neither the Borrower nor any other
  member of the Controlled Group has withdrawn from any Plan or initiated steps
  to do so, and no steps have been taken to reorganize or terminate any Plan.
  

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

 24 



 



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

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

      5.13
  Compliance With Laws. The Borrower and its Subsidiaries have complied
  in all material respects with all applicable statutes, rules, regulations, orders
  and restrictions of any domestic or foreign government or any instrumentality
  or agency thereof having jurisdiction over the conduct of their respective businesses
  or the ownership of their respective Property. 

      5.14
  Ownership of Properties. On the date of this Agreement, the Borrower
  and its Subsidiaries have good title, free of all Liens other than those set
  forth on Schedule 6.13 or otherwise permitted by Section 6.13, to all of the
  Property and assets reflected in the Borrower’s consolidated financial
  statements as of September 30, 2002 provided to the Administrative Agent as
  owned by the Borrower and its Subsidiaries, other than such Property or assets
  sold or otherwise disposed of in the ordinary course of business since the date
  of such consolidated financial statements, except for such defects in title
  as could not reasonably be expected, individually or in the aggregate, to have
  a Material Adverse Effect. 

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

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

 25 



 




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

           

	     5.18
          Public Utility Holding Company Act. The Borrower is an exempt holding
          company, within the meaning of the Public Utility Holding Company Act
          of 1935, as amended, pursuant to Section 3(a)(1) of such Act.

           

	     ARTICLE
          VI

           

	     COVENANTS

           

	
               During
            the term of this Agreement, unless the Required Lenders shall otherwise
            consent in writing:

             

        

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

           

	 	(i)
        	Within
          90 days after the close of each of its fiscal years, an unqualified
          (except for qualifications relating to changes in accounting principles
          or practices reflecting changes in generally accepted accounting principles
          and required or approved by the Borrower’s independent certified
          public accountants) audit report certified by independent certified
          public accountants of recognized international standing, prepared in
          accordance with Agreement Accounting Principles on a consolidated and
          consolidating basis (consolidating statements need not be certified
          by such accountants) for itself and its Subsidiaries, including balance
          sheets as of the end of such period, related profit and loss and reconciliation
          of surplus statements, and a statement of cash flows, accompanied by
          a certificate of said accountants that, in the course of their examination
          necessary for their certification of the foregoing, they have obtained
          no knowledge of any Default or Unmatured Default, or if, in the opinion
          of such accountants, any Default or Unmatured Default shall exist, stating
          the nature and status thereof.

	 	(ii)

          	Within
          45 days after the close of the first three quarterly periods of each
          of its fiscal years, for itself and its Subsidiaries, consolidated and
          consolidating unaudited balance sheets as at the close of each such
          period and consolidated and consolidating profit and loss and reconciliation
          of surplus statements and a statement of cash flows for the period from
          the beginning of such fiscal year to the end of such quarter, all certified
          by an Authorized Officer, prepared in accordance with Agreement Accounting
          Principles, subject to normal year-end adjustments.

           

	 	(iii)

          	Together
          with the financial statements required under Sections 6.1(i) and (ii),
          a compliance certificate in substantially the form of Exhibit B signed
          by an Authorized

           

	26

           







 




  	 	 	Officer
          showing the calculations necessary to determine compliance with Section
          6.16 of this Agreement and stating that no Default or Unmatured Default
          exists, or if any Default or Unmatured Default exists, stating the nature
          and status thereof.

           

	 	(iv)

          	Within
          270 days after the close of each fiscal year, a statement of the Unfunded
          Liabilities of each Single Employer Plan, certified as correct by an
          actuary enrolled under ERISA.

           

	 	(v)

          	As
          soon as possible and in any event within 10 days after the Borrower
          knows that any Reportable Event has occurred with respect to any Plan,
          a statement, signed by an Authorized Officer of the Borrower, describing
          said Reportable Event and the action which the Borrower proposes to
          take with respect thereto.

           

	 	(vi)

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

           

	 	(vii)

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

           

	 	(viii)	 Promptly
        upon the filing thereof, copies of all registration statements and annual,
        quarterly, monthly or other regular reports which the Borrower or any
        of its Subsidiaries files with the Securities and Exchange Commission.

          
	 	(ix)

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

           

	     6.2
          Use of Proceeds. The Borrower will, and, when applicable, will cause
          each Subsidiary to, use the proceeds of the Advances for general corporate
          purposes, including, without limitation, as liquidity support for the
          Borrower’s commercial paper program. The Borrower will not, nor
          will it permit any Subsidiary to, use any of the proceeds of the Advances
          to purchase or carry any “margin stock” (as defined in Regulation
          U) in any manner that would violate, or cause any Lender to be in violation
          of, Regulation U.

           

	     6.3
          Notice of Default. The Borrower will, and will cause each Subsidiary
          to, give prompt notice in writing to the Lenders of the occurrence of
          any Default or Unmatured Default and of any other development, financial
          or otherwise, which could reasonably be expected to have a Material
          Adverse Effect.

           

	27

           







 



      6.4
  Conduct of Business. The Borrower will, and will cause Dayton Power to,
  do all things necessary to remain duly incorporated, validly existing and in
  good standing as a domestic corporation in its jurisdiction of incorporation,
  and the Borrower will, and will cause each Subsidiary to, maintain all requisite
  authority to conduct its business in each jurisdiction in which its business
  is conducted, except to the extent that the failure to maintain such authority
  could not reasonably be expected to have a Material Adverse Effect. 

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

      6.6
  Insurance. The Borrower will, and will cause each Subsidiary to, maintain
  with financially sound and reputable insurance companies insurance on all their
  Property in such amounts and covering such risks as is consistent with sound
  business practice (after giving effect to customary amounts of self-insurance),
  and the Borrower will furnish to any Lender upon request full information as
  to the insurance carried. 

      6.7
  Compliance with Laws. The Borrower will, and will cause each Subsidiary
  to, comply in all material respects with all laws, rules, regulations, orders,
  writs, judgments, injunctions, decrees or awards to which it may be subject
  including, without limitation, all Environmental Laws. 

      6.8
  Maintenance of Properties. The Borrower will, and will cause each Subsidiary
  to, do all things necessary to maintain, preserve, protect and keep its material
  Property in accordance with the standard of care typical in the industries in
  which the Borrower and its Subsidiaries operate. 

      6.9
  Inspection. The Borrower will, and will cause each Subsidiary to, permit
  or, in the case of properties, books, records or Persons not within its immediate
  control, promptly take such actions as are reasonably practicable in order to
  permit, representatives (whether or not officers or employees) of the Administrative
  Agent or any Lender, from time to time, as often as may be reasonably requested,
  but only during normal business hours, upon two Business Days’ notice,
  to (i) visit and inspect any properties of the Borrower and each of its Subsidiaries,
  (ii) inspect and make extracts from their books and records, including but not
  limited to management letters prepared by the Borrower’s independent accountants,
  and (iii) discuss with their principal officers, and their independent accountants,
  their respective businesses, assets, liabilities, financial conditions, results
  of operations and business prospects. If a Default shall have occurred and be
  continuing, all reasonable out-of-pocket costs and expenses incurred in connection
  with the foregoing shall be borne by, or promptly on demand by any Lender be
  reimbursed by, the Borrower. 

      6.10
  Merger. The Borrower will not, nor will it permit any Subsidiary to,
  merge or consolidate with or into any other Person, except that, if after giving
  effect thereto no Default or Unmatured Default would exist, this Section 6.10
  shall not apply to (i) any merger or consolidation of the Borrower or 

 28 



 




  	Dayton
          Power with any one or more Persons, provided, however, that the
          Borrower or Dayton Power, as applicable, shall be the continuing Person
          in any such merger or consolidation and (ii) any merger or consolidation
          of a Subsidiary of the Borrower other than Dayton Power with any one
          or more Persons, provided, however, that the continuing Person
          in any such merger or consolidation shall be a Subsidiary of the Borrower.

           

	     6.11
          Sale of Assets. The Borrower will not, nor will it permit Dayton Power
          to, lease, sell or otherwise dispose of all or substantially all of
          its Property to any other Person.

           

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

           

	 	(i)	
          Investments in customary cash equivalents in a manner substantially
          consistent with the Borrower’s policies and practices as of the
          date of this Agreement.

           

	 	(ii)

          	Existing
          Investments as of September 30, 2002.

           

	 	(iii)

          	Investments
          by Dayton Power in its Subsidiaries.

           

	 	(iv)

          	Investments
          in the Non-Utility Subsidiaries and in other non-utility businesses
          in compliance with applicable law.

           

	 	(v)

          	Permitted
          Acquisitions.

           

	     6.13
          Liens. The Borrower will not, nor will it permit any Subsidiary to,
          create, incur, or suffer to exist any Lien in, of or on the Property
          of the Borrower or any of its Subsidiaries, except:

           

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

           

	 	(ii)

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

           

	 	(iii)

          	Liens
          arising out of pledges or deposits under worker’s compensation
          laws, unemployment insurance, old age pensions, or other social security
          or retirement benefits, or similar legislation.

           

	29

           







 




  	 	(iv)

          	Easements,
          restrictions, rights of way, encroachments and such other encumbrances
          or charges against real property which do not in any material way interfere
          with the use thereof in the business of the Borrower or its Subsidiaries.

           

	 	(v)

          	Liens
          existing on the date hereof and described in Schedule 6.13 and any Lien
          constituting a renewal, extension or replacement of any such scheduled
          Lien, but only, in the case of each such renewal, extension or replacement
          Lien, if (A) the principal amount of the obligation secured by such
          Lien does not exceed the principal amount of the obligation so secured
          at the time of the extension, renewal or replacement plus any premium
          incurred in the refinancing of such obligation, (B) the obligation secured
          by such Lien bears interest at a rate per annum that is commercially
          reasonable at the time such obligation is incurred and (C) such renewal,
          extension or replacement Lien is limited to all or a part of the property
          or asset that was subject to the Lien extended, renewed or replaced
          and to fixed improvements thereafter erected on such property or asset.

           

	 	(vi)

          	Liens
          on Property of Dayton Power (A) securing Dayton Power’s First Mortgage
          Bonds issued pursuant to the Indenture dated as of October 1, 1935,
          as amended and supplemented, between Dayton Power and The Bank of New
          York or (B) in connection with collateralized pollution control bonds.

           

	 	(vii)

          	Liens
          incurred in the ordinary course of business securing the performance
          of bids, trade contracts, leases (other than Capitalized Leases), statutory
          obligations, security or appeal bonds and other similar obligations,
          and judgment liens to the extent enforcement thereof is effectively
          stayed, provided that full provision for the payment of all such
          obligations shall have been made on the books of the Borrower or such
          Subsidiary as may be required by Agreement Accounting Principles.

           

	

         	(viii)	Bankers’
          liens and rights of setoff arising by operation of law and contractual
          rights of setoff.

           

	 	(ix)

          	Liens
          existing on any Property at the time such Property is acquired or on
          any Property of any entity at the time such entity becomes, or is merged
          into, a Subsidiary of the Borrower, and in either case not created in
          anticipation of such event, and purchase money Liens incurred to finance
          the acquisition of Property, provided that the aggregate principal
          amount of Debt outstanding at any time incurred or assumed pursuant
          to this clause (ix) shall not exceed an amount equal to 5% of Consolidated
          Tangible Assets at such time.

           

	     6.14
          Dividends. The Borrower shall not permit Dayton Power or any of its
          Subsidiaries to enter into any Contract or otherwise create or cause
          or permit to exist or become effective any consensual restriction, limiting
          the ability (whether by covenant, event of default or otherwise) of
          Dayton Power or its Subsidiaries to (i) pay dividends or make any other
          distributions on shares of its capital stock held by the Borrower or
          any other Subsidiary or (ii) pay any obligation owed to the Borrower
          or any other

           

	30

           







 



 Subsidiary,
  provided, however, that this Section 6.14 shall not apply to (x) Permitted
  Restrictive Covenants, or (y) Contracts or consensual restrictions between Dayton
  Power and any governmental authority regulating Dayton Power, but only (I) to
  the extent that such Contracts or restrictions set rates that Dayton Power may
  charge its customers (including the inclusion or exclusion of assets in Dayton
  Power’s rate base) or (II) that are not primarily intended by such governmental
  authority to limit the ability of Dayton Power to pay dividends or make any
  other distributions on shares of its capital stock held by the Borrower or any
  other Subsidiary or pay any obligation owed to the Borrower or any other Subsidiary
  and which do not restrict Dayton Power’s ability to make payments of, or
  pay any obligation owed to the Borrower or any other Subsidiary out of or from,
  amounts otherwise available for such payments under applicable law other than
  as a result of a general reduction of net income of Dayton Power or any of its
  Subsidiaries. 

      6.15
  Affiliates. The Borrower will not, and will not permit any Subsidiary
  to, enter into any transaction (including, without limitation, the purchase
  or sale of any Property or service) with, or make any payment or transfer to,
  any Affiliate except upon fair and reasonable terms no less favorable to the
  Borrower or such Subsidiary than the Borrower or such Subsidiary would obtain
  in a comparable arms-length transaction. 

      6.16 Financial
  Covenants. 

	 	      (a)
  The Borrower shall not permit Consolidated Debt at any time prior to June 30,
  2003 to exceed 72.0% of Consolidated Total Capitalization or at any time on
  or after June 30, 2003 to exceed 69.0% of Consolidated Total Capitalization.
 
  

	 	      (b)
  The Borrower shall not permit the Interest Coverage Ratio, determined as of
  the end of each of its fiscal quarters for the four fiscal quarter period then
  ended, to be less than 2.00 to 1.
 

	 	      (c)
  The Borrower shall not permit Consolidated Net Worth to be less than $700,000,000.
  



      6.17
  Financial Contracts. The Borrower shall not, and shall not permit any
  Subsidiary to, enter into any Financial Contract other than Financial Contracts
  pursuant to which the Borrower or such Subsidiary has hedged its reasonably
  estimated interest rate, foreign currency or commodity exposure, and not for
  speculative purposes. 

      6.18
  Margin Stock. The Borrower shall not permit margin stock (as defined
  in Regulation U) to constitute 25% or more of the value of those assets of the
  Borrower and its Subsidiaries which are subject to any limitation on sale, pledge
  or other restriction hereunder. 

 ARTICLE
  VII  

 DEFAULTS
   


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



 31 



 



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

      7.2
  Nonpayment of principal of any Loan when due, or nonpayment of interest upon
  any Loan or of any fee or other payment obligations under any of the Loan Documents
  within five days after the same becomes due. 

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

      7.4
  The breach by the Borrower (other than a breach which constitutes a Default
  under another Section of this Article VII) of any of the terms or provisions
  of this Agreement which is not remedied within thirty (30) days after written
  notice from the Administrative Agent or any Lender. 

      7.5
  Failure of the Borrower or any of its Subsidiaries to pay when due any Debt
  aggregating in excess of $10,000,000 (“Material Debt”); or the default
  by the Borrower or any of its Subsidiaries in the performance (beyond the applicable
  grace period with respect thereto, if any) of any term, provision or condition
  contained in any agreement under which any such Material Debt was created or
  is governed, or any other event shall occur or condition exist, the effect of
  which default or event is to cause, or to permit the holder or holders of such
  Material Debt to cause, such Material Debt to become due prior to its stated
  maturity; or any Material Debt of the Borrower or any of its Subsidiaries shall
  be declared to be due and payable or required to be prepaid or repurchased (other
  than by a regularly scheduled payment) prior to the stated maturity thereof;
  or the Borrower or any of its Subsidiaries shall not pay, or admit in writing
  its inability to pay, its debts generally as they become due. 

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

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

 32 



 



 undischarged
  or such proceeding continues undismissed or unstayed for a period of 60 consecutive
  days. 

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

      7.9
  The Borrower or any of its Subsidiaries shall fail within 30 days to pay, bond
  or otherwise discharge one or more (i) judgments or orders for the payment of
  money (to the extent not covered by independent third-party insurance as to
  which the insurer does not dispute coverage) in excess of $10,000,000 (or the
  equivalent thereof in currencies other than U.S. Dollars) in the aggregate,
  or (ii) nonmonetary judgments or orders which, individually or in the aggregate,
  could reasonably be expected to have a Material Adverse Effect, which judgment(s),
  in any such case, is/are not stayed on appeal or otherwise being appropriately
  contested in good faith. 

      7.10
  The Unfunded Liabilities of all Single Employer Plans shall exceed in the aggregate
  $20,000,000 or any Reportable Event shall occur in connection with any Plan.
  

      7.11
  The Borrower or any other member of the Controlled Group shall have been notified
  by the sponsor of a Multiemployer Plan that it has incurred withdrawal liability
  to such Multiemployer Plan in an amount which, when aggregated with all other
  amounts required to be paid to Multiemployer Plans by the Borrower or any other
  member of the Controlled Group as withdrawal liability (determined as of the
  date of such notification), exceeds $10,000,000 or requires payments exceeding
  $10,000,000 per annum. 

      7.12
  The Borrower or any other member of the Controlled Group shall have been notified
  by the sponsor of a Multiemployer Plan that such Multiemployer Plan is in reorganization
  or is being terminated, within the meaning of Title IV of ERISA, if as a result
  of such reorganization or termination the aggregate annual contributions of
  the Borrower and the other members of the Controlled Group (taken as a whole)
  to all Multiemployer Plans which are then in reorganization or being terminated
  have been or will be increased over the amounts contributed to such Multiemployer
  Plans for the respective plan years of each such Multiemployer Plan immediately
  preceding the plan year in which the reorganization or termination occurs by
  an amount exceeding $10,000,000. 

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

      7.14
  Any Change in Control shall occur. 

 33 



 




  	     7.15
        The representations and warranties set forth in Section 5.15 shall at
        any time not be true and correct.

         
	     ARTICLE
          VIII

           

	     ACCELERATION,
          WAIVERS, AMENDMENTS AND REMEDIES

           

	     8.1
          Acceleration. If any Default described in Section 7.6 or 7.7 occurs
          with respect to the Borrower, the obligations of the Lenders to make
          Loans hereunder shall automatically terminate and the Obligations shall
          immediately become due and payable without any election or action on
          the part of the Administrative Agent or any Lender. If any other Default
          occurs, the Required Lenders (or the Administrative Agent with the consent
          of the Required Lenders) may terminate or suspend the obligations of
          the Lenders to make Loans hereunder, or declare the Obligations to be
          due and payable, or both, whereupon the Obligations shall become immediately
          due and payable, without presentment, demand, protest or notice of any
          kind, all of which the Borrower hereby expressly waives.

           

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

           

	     8.2
          Amendments. Subject to the provisions of this Article VIII, the Required
          Lenders (or the Administrative Agent with the consent in writing of
          the Required Lenders) and the Borrower may enter into agreements supplemental
          hereto for the purpose of adding or modifying any provisions to the
          Loan Documents or changing in any manner the rights of the Lenders or
          the Borrower hereunder or waiving any Default hereunder; provided,
          however, that no such supplemental agreement shall, without the
          consent of all of the Lenders:

           

	

         	(i)
        	Extend
          the final maturity of any Loan or postpone any regularly scheduled payment
          of principal of any Loan or forgive all or any portion of the principal
          amount thereof, or reduce the rate or extend the time of payment of
          interest or fees thereon.

            

	 	(ii)

          	Reduce
          the percentage specified in the definition of Required Lenders.

           

	 	(iii)

          	Extend
          the Facility Termination Date, or reduce the amount or extend the payment
          date for, the mandatory payments required under Section 2.2, or increase
          the amount of the Aggregate Commitment or of the Commitment of any Lender
          hereunder, or permit the Borrower to assign its rights under this Agreement.

           

	 	(iv)

          	Amend
          this Section 8.2.

           

	 	(v)

          	No
          amendment of any provision of this Agreement relating to the Administrative
          Agent shall be effective without the written consent of the Administrative
          Agent. The

           

	34

           







 



 


  	 	 	Administrative Agent
        may waive payment of the fee required under Section 12.3.2 without obtaining
        the consent of any other party to this Agreement.

         




      8.3
  Preservation of Rights. No delay or omission of the Lenders or the Administrative
  Agent to exercise any right under the Loan Documents shall impair such right
  or be construed to be a waiver of any Default or an acquiescence therein, and
  the making of a Loan notwithstanding the existence of a Default or the inability
  of the Borrower to satisfy the conditions precedent to such Loan shall not constitute
  any waiver or acquiescence. Any single or partial exercise of any such right
  shall not preclude other or further exercise thereof or the exercise of any
  other right, and no waiver, amendment or other variation of the terms, conditions
  or provisions of the Loan Documents whatsoever shall be valid unless in writing
  signed by the Lenders required pursuant to Section 8.2, and then only to the
  extent in such writing specifically set forth. All remedies contained in the
  Loan Documents or by law afforded shall be cumulative and all shall be available
  to the Administrative Agent and the Lenders until the Obligations have been
  paid in full. 

 ARTICLE
  IX  

 GENERAL
  PROVISIONS  

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

      9.2
  Headings. Section headings in the Loan Documents are for convenience
  of reference only, and shall not govern the interpretation of any of the provisions
  of the Loan Documents. 

      9.3
  Entire Agreement. The Loan Documents embody the entire agreement and
  understanding among the Borrower, the Administrative Agent and the Lenders and
  supersede all prior agreements and understandings among the Borrower, the Administrative
  Agent and the Lenders relating to the subject matter thereof other than the
  fee letter described in Section 10.13, which shall survive and remain in full
  force and effect during the term of this Agreement. 

      9.4
  Several Obligations; Benefits of this Agreement. The respective obligations
  of the Lenders hereunder are several and not joint and no Lender shall be the
  partner or Administrative Agent of any other (except to the extent to which
  the Administrative Agent is authorized to act as such). The failure of any Lender
  to perform any of its obligations hereunder shall not relieve any other Lender
  from any of its obligations hereunder. This Agreement shall not be construed
  so as to confer any right or benefit upon any Person other than the parties
  to this Agreement and their respective successors and assigns, provided,
  however, that the parties hereto expressly agree that the Arranger shall
  enjoy the benefits of the provisions of Sections 9.5, 9.9 and 10.11 to the extent
  specifically set forth therein and shall have the right to enforce such provisions
  on its own behalf and in its own name to the same extent as if it were a party
  to this Agreement. 

      9.5
  Expenses; Indemnification. (i) The Borrower shall reimburse the Administrative
  Agent and the Arranger for any reasonable out-of-pocket costs and expenses (including
  attorneys’ fees and time 

 35 






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

      (ii)
  The Borrower hereby further agrees to indemnify the Administrative Agent, the
  Arranger, each Lender, their respective affiliates, and each of their directors,
  officers and employees against all losses, claims, damages, penalties, judgments,
  liabilities and expenses (including, without limitation, all expenses of litigation
  or preparation therefor whether or not the Administrative Agent, the Arranger,
  any Lender or any affiliate is a party thereto) (collectively, “Claims”)
  which any of them may pay or incur arising out of or relating to this Agreement,
  the other Loan Documents, the transactions contemplated hereby or the direct
  or indirect application or proposed application of the proceeds of any Loan
  hereunder, except to the extent that they (A) are determined in a final non-appealable
  judgment by a court of competent jurisdiction to have resulted from the gross
  negligence or willful misconduct of the party seeking indemnification or (B)
  arise from a dispute between any Lenders or between any Lender and the Administrative
  Agent. No party entitled to indemnification hereunder shall enter into a settlement
  or other compromise or consent to a judgment with respect to any Claim without
  the prior written consent of the Borrower (which consent shall not be unreasonably
  withheld or delayed). The entering into of any such settlement or compromise
  or consent without the Borrower’s prior written consent (unless the withholding
  of such consent by the Borrower requested by such party shall have been unreasonable)
  shall constitute a waiver by such party of its rights of indemnification hereunder
  in respect of such matter. The obligations of the Borrower under this Section
  9.5 shall survive the termination of this Agreement. 

      9.6
  Numbers of Documents. All statements, notices, closing documents, and
  requests hereunder shall be furnished to the Administrative Agent with sufficient
  counterparts so that the Administrative Agent may furnish one to each of the
  Lenders. 

      9.7
  Accounting. Except as provided to the contrary herein, all accounting
  terms used herein shall be interpreted and all accounting determinations hereunder
  shall be made in accordance with Agreement Accounting Principles, except that
  any calculation or determination which is to be made on a 

 36 






 consolidated
  basis shall be made for the Borrower and all its Subsidiaries, including those
  Subsidiaries, if any, which are unconsolidated on the Borrower’s audited
  financial statements. 

      9.8
  Severability of Provisions. Any provision in any Loan Document that is
  held to be inoperative, unenforceable, or invalid in any jurisdiction shall,
  as to that jurisdiction, be inoperative, unenforceable, or invalid without affecting
  the remaining provisions in that jurisdiction or the operation, enforceability,
  or validity of that provision in any other jurisdiction, and to this end the
  provisions of all Loan Documents are declared to be severable. 

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

      9.10
  Confidentiality. Each Lender and the Administrative Agent agree to hold
  any confidential information which it may receive from the Borrower or any of
  its Subsidiaries pursuant to this Agreement in confidence, not to use any of
  such confidential information for any purpose other than as may be reasonably
  required in connection with its participation in the transactions contemplated
  hereby and not to disclose any of such confidential information to any other
  Person, except for disclosure (i) to its Affiliates and to other Lenders and
  their respective Affiliates, (ii) to legal counsel, accountants, and other professional
  advisors to such Lender or to a Transferee, (iii) to regulatory officials, (iv)
  to any Person as required by law, regulation, or legal process, (v) to any Person
  in connection with any legal proceeding in connection with this Agreement to
  which such Lender is a party, (vi) to such Lender’s direct or indirect
  contractual counterparties in swap agreements in connection with this Agreement
  or to legal counsel, accountants and other professional advisors to such counterparties,
  and (vii) permitted by Section 12.4; provided, however, that the Person
  to whom any such confidential information is disclosed pursuant to the foregoing
  clauses (i), (ii), (vi) or (vii) shall be subject to the confidentiality obligations
  in favor of the Borrower and its Subsidiaries set forth in this Section 9.10.
  

      9.11
  Nonreliance. Each Lender hereby represents that it is not relying on
  or looking to any margin stock (as defined in Regulation U of the Board of Governors
  of the Federal Reserve System) for the repayment of the Loans provided for herein.
  

 37 






 ARTICLE
  X  

 THE
  ADMINISTRATIVE AGENT  

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

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

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

      10.4
  No Responsibility for Loans, Recitals, etc. Neither the Administrative
  Agent nor any of its directors, officers, agents or employees shall be responsible
  for or have any duty to ascertain, inquire into, or verify (a) any statement,
  warranty or representation made in connection with any Loan Document or any
  borrowing hereunder; (b) the performance or observance of any of the covenants
  or agreements of any obligor under any Loan Document, including, without limitation,
  any agreement by an obligor to furnish information directly to each Lender;
  (c) the satisfaction of any condition specified in Article IV, except receipt
  of items required to be delivered solely to the Administrative Agent; (d) the
  existence or possible existence of any Default or Unmatured Default; (e) the
  validity, enforceability, 

 38 






 effectiveness,
  sufficiency or genuineness of any Loan Document or any other instrument or writing
  furnished in connection therewith; (f) the value, sufficiency, creation, perfection
  or priority of any Lien in any collateral security; or (g) the financial condition
  of the Borrower or any guarantor of any of the Obligations or of any of the
  Borrower’s or any such guarantor’s respective Subsidiaries. The Administrative
  Agent shall have no duty to disclose to the Lenders information that is not
  required to be furnished by the Borrower to the Administrative Agent at such
  time, but is voluntarily furnished by the Borrower to the Administrative Agent
  (either in its capacity as Administrative Agent or in its individual capacity).
  

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

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

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

      10.8
  Administrative Agent’s Reimbursement and Indemnification. The Lenders
  agree to reimburse and indemnify the Administrative Agent ratably in proportion
  to their respective Commitments (or, if the Commitments have been terminated,
  in proportion to their Commitments immediately prior to such termination) (i)
  for any amounts not reimbursed by the Borrower for which the Administrative
  Agent is entitled to reimbursement by the Borrower under the Loan Documents,
  (ii) for any other expenses incurred by the Administrative Agent on behalf of
  the Lenders, in connection with the preparation, execution, delivery, administration
  and enforcement of the Loan Documents (including, without limitation, for any
  such expenses incurred by the Administrative Agent in connection with any dispute
  between the Administrative Agent and any Lender or between two or more of the
  Lenders) and 

 39 






 (iii)
  for any liabilities, obligations, losses, damages, penalties, actions, judgments,
  suits, costs, expenses or disbursements of any kind and nature whatsoever which
  may be imposed on, incurred by or asserted against the Administrative Agent
  in any way relating to or arising out of the Loan Documents or any other document
  delivered in connection therewith or the transactions contemplated thereby (including,
  without limitation, for any such amounts incurred by or asserted against the
  Administrative Agent in connection with any dispute between the Administrative
  Agent and any Lender or between two or more of the Lenders), or the enforcement
  of any of the terms of the Loan Documents or of any such other documents, provided
  that (i) no Lender shall be liable for any of the foregoing to the extent any
  of the foregoing is found in a final non-appealable judgment by a court of competent
  jurisdiction to have resulted from the gross negligence or willful misconduct
  of the Administrative Agent and (ii) any indemnification required pursuant to
  Section 3.5(vii) shall, notwithstanding the provisions of this Section 10.8,
  be paid by the relevant Lender in accordance with the provisions thereof. The
  obligations of the Lenders under this Section 10.8 shall survive payment of
  the Obligations and termination of this Agreement. 

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

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

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

      10.12
  Successor Administrative Agent. The Administrative Agent may resign at
  any time by giving written notice thereof to the Lenders and the Borrower, such
  resignation to be effective upon the 

 40 






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

      10.13
  Administrative Agent’s Fee. The Borrower agrees to pay to the Administrative
  Agent, for its own account, the fees agreed to by the Borrower and the Administrative
  Agent pursuant to that certain letter agreement dated November 15, 2002,
  or as otherwise agreed from time to time. 

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

 41 






      10.15
  .15 Syndication Agent. No Lender identified herein as the “Syndication
  Agent” shall have any right, duty, obligation, power, liability, or responsibility
  hereunder other than those applicable to any Person in its capacity as a Lender
  hereunder.  

 ARTICLE
  XI  

 SETOFF;
  RATABLE PAYMENTS  

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

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

 ARTICLE
  XII  

 BENEFIT
  OF AGREEMENT; ASSIGNMENTS; PARTICIPATIONS  

      12.1
  Successors and Assigns. The terms and provisions of the Loan Documents
  shall be binding upon and inure to the benefit of the Borrower and the Lenders
  and their respective successors and assigns permitted hereby, except that (i)
  the Borrower shall not have the right to assign its rights or obligations under
  the Loan Documents without the prior written consent of each Lender, (ii) any
  assignment by any Lender must be made in compliance with Section 12.3, and (iii)
  any transfer by Participation must be made in compliance with Section 12.2.
  Any attempted assignment or transfer by any party not made in compliance with
  this Section 12.1 shall be null and void, unless such attempted assignment or
  transfer is treated as a participation in accordance with Section 12.3.2. The
  parties to this Agreement acknowledge that clause (ii) of this Section 12.1
  relates only to absolute assignments and this Section 12.1 does not prohibit
  assignments creating security interests, including, without limitation, (x)
  any pledge or assignment by any Lender of all or any portion of its rights under
  this Agreement and any Note to a Federal Reserve Bank or (y) in the case of
  a Lender which is a Fund, any pledge or assignment of all or any portion of
  its rights under this Agreement and any Note to its trustee in support of its
  obligations to its trustee; provided, however, that no such pledge
  or assignment 

 42 






 creating
  a security interest shall release the transferor Lender from its obligations
  hereunder unless and until the parties thereto have complied with the provisions
  of Section 12.3. The Administrative Agent may treat the Person which made any
  Loan or which holds any Note as the owner thereof for all purposes hereof unless
  and until such Person complies with Section 12.3; provided, however,
  that the Administrative Agent may in its discretion (but shall not be required
  to) follow instructions from the Person which made any Loan or which holds any
  Note to direct payments relating to such Loan or Note to another Person. Any
  assignee of the rights to any Loan or any Note agrees by acceptance of such
  assignment to be bound by all the terms and provisions of the Loan Documents.
  Any request, authority or consent of any Person, who at the time of making such
  request or giving such authority or consent is the owner of the rights to any
  Loan (whether or not a Note has been issued in evidence thereof), shall be conclusive
  and binding on any subsequent holder or assignee of the rights to such Loan.
  

 12.2 Participations.
  

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

      12.2.2
  Voting Rights. Each Lender shall retain the sole right to approve, without
  the consent of any Participant, any amendment, modification or waiver of any
  provision of the Loan Documents other than any amendment, modification or waiver
  with respect to any Loan or Commitment in which such Participant has an interest
  which forgives principal, interest or fees or reduces the interest rate or fees
  payable with respect to any such Loan or Commitment, extends the Facility Termination
  Date, or postpones any date fixed for any regularly-scheduled payment of principal
  of, or interest or fees on, any such Loan or Commitment. 

      12.2.3
  Benefit of Setoff. The Borrower agrees that each Participant shall be
  deemed to have the right of setoff provided in Section 11.1 in respect of its
  participating interest in amounts owing under the Loan Documents to the same
  extent as if the amount of its participating interest were owing directly to
  it as a Lender under the Loan Documents, provided that each Lender shall
  retain the right of setoff provided in Section 11.1 with respect to the amount
  of participating interests sold to each Participant. The Lenders agree to share
  with each Participant, and each Participant, by exercising the right of setoff
  provided in Section 11.1, agrees to share with each Lender, any amount received
  pursuant to the exercise of its right of setoff, such amounts to be shared in
  accordance with Section 11.2 as if each Participant were a Lender. The Borrower
  further agrees that each Participant shall be entitled 

 43 






 to the
  benefits of Sections 3.1, 3.2, 3.4 and 3.5 to the same extent as if it were
  a Lender and had acquired its interest by assignment pursuant to Section 12.3,
  provided that (i) a Participant shall not be entitled to receive any
  greater payment under Section 3.1, 3.2 or 3.5 than the Lender who sold the participating
  interest to such Participant would have received had it retained such interest
  for its own account, unless the sale of such interest to such Participant is
  made with the prior written consent of the Borrower, and (ii) any Participant
  not incorporated under the laws of the United States of America or any State
  thereof agrees to comply with the provisions of Section 3.5 to the same extent
  as if it were a Lender. 

 12.3 Assignments.
  

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

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

      12.3.3
  Effect; Effective Date. Upon (i) delivery to the Administrative Agent
  of an assignment, together with any consents required by Sections 12.3.1 and
  12.3.2, and (ii) payment of a $4,000 fee to the Administrative Agent for processing
  such assignment (unless such fee is waived by the Administrative Agent), such
  assignment shall become effective on the effective date specified in such assignment.
  The assignment shall contain a representation by the Purchaser to the effect
  that none of the consideration used to make the purchase of the Commitment and
  Loans under the applicable assignment agreement constitutes “plan assets”
  as defined under ERISA and that the rights and interests of the Purchaser in
  and under the Loan Documents will not be “plan assets” under ERISA.
  On and after the effective date of such assignment, such Purchaser shall for
  all purposes be a Lender party to this Agreement and any other Loan Document
  executed by or on behalf of the Lenders and shall have all the rights and obligations
  of a Lender under the Loan Documents, to the same extent as if it were an original
  party thereto, and the transferor Lender shall be released with respect to the
  Commitment and Loans assigned to such Purchaser without any further consent
  or action by the Borrower, the Lenders or the Administrative Agent. In the case
  of an assignment covering all of the assigning Lender’s rights and obligations
  under this Agreement, such Lender shall cease to be a Lender hereunder but shall
  

 44 






 continue
  to be entitled to the benefits of, and subject to, those provisions of this
  Agreement and the other Loan Documents which survive payment of the Obligations
  and termination of the applicable agreement. Any assignment or transfer by a
  Lender of rights or obligations under this Agreement that does not comply with
  this Section 12.3 shall be treated for purposes of this Agreement as a sale
  by such Lender of a participation in such rights and obligations in accordance
  with Section 12.2. Upon the consummation of any assignment to a Purchaser pursuant
  to this Section 12.3.3, the transferor Lender, the Administrative Agent and
  the Borrower shall, if the transferor Lender or the Purchaser desires that its
  Loans be evidenced by Notes, make appropriate arrangements so that new Notes
  or, as appropriate, replacement Notes are issued to such transferor Lender and
  new Notes or, as appropriate, replacement Notes, are issued to such Purchaser,
  in each case in principal amounts reflecting their respective Commitments, as
  adjusted pursuant to such assignment. 

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

      12.3.5
  Special Purpose Funding Vehicles. Notwithstanding anything to the contrary
  contained herein, any Lender (a “Granting Lender”) may grant to a
  special purpose funding vehicle (an “SPC”), identified as such in
  writing from time to time by the Granting Lender to the Administrative Agent
  and the Borrower, the option to provide to the Borrower all or any part of any
  Loan that such Granting Lender would otherwise be obligated to make to the Borrower
  pursuant to this Agreement; provided that (i) nothing herein shall constitute
  a commitment by any SPC to make any Loan, (ii) if an SPC elects not to exercise
  such option or otherwise fails to provide all or any part of such Loan, the
  Granting Lender shall be obligated to make such Loan pursuant to the terms hereof.
  The making of a Loan by an SPC hereunder shall utilize the Commitment of the
  Granting Lender to the same extent, and as if, such Loan were made by such Granting
  Lender. Each party hereto hereby agrees that no SPC shall be liable for any
  indemnity or similar payment obligation under this Agreement (all liability
  for which shall remain with the Granting Lender). In furtherance of the foregoing,
  each party hereto hereby agrees (which agreement shall survive the termination
  of this Agreement) that, prior to the date that is one year and one day after
  the payment in full of all outstanding commercial paper or other senior indebtedness
  of any SPC, it will not institute against, or join any other person in instituting
  against, such SPC any bankruptcy, reorganization, arrangement, insolvency or
  liquidation proceedings under the laws of the United States or any State thereof.
  In addition, notwithstanding anything to the contrary contained in this Section
  12.3.3, any SPC may (i) with notice to, but without the prior written consent
  of, the Borrower and the Administrative Agent and without paying any processing
  fee therefor, assign all or a portion of its interests in any Loans to the Granting
  Lender or to any financial institutions (consented to by the Borrower and Administrative
  Agent) providing liquidity and/or credit support to or for the 

 45 






 account
  of such SPC to support the funding or maintenance of Loans and (ii) disclose
  on a confidential basis any non-public information relating to its Loans to
  any rating agency, commercial paper dealer or provider of any surety, guarantee
  or credit or liquidity enhancement to such SPC. This Section 12.3.3 may not
  be amended without the written consent of the SPC. 

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

      12.5
  Tax Treatment. If any interest in any Loan Document is transferred to
  any Transferee which is organized under the laws of any jurisdiction other than
  the United States or any State thereof, the transferor Lender shall cause such
  Transferee, concurrently with the effectiveness of such transfer, to comply
  with the provisions of Section 3.5(iv). 

 ARTICLE
  XIII  

 NOTICES
   

      13.1
  Notices. Except as otherwise permitted by Section 2.08 with respect to
  borrowing notices, all notices, requests and other communications to any party
  hereunder shall be in writing (including electronic transmission, facsimile
  transmission or similar writing) and shall be given to such party: (x) in the
  case of the Borrower or the Administrative Agent, at its address or facsimile
  number set forth on the signature pages hereof, (y) in the case of any Lender,
  at its address or facsimile number set forth in its completed administrative
  questionnaire as delivered to the Administrative Agent, or (z) in the case of
  any party, at such other address or facsimile number as such party may hereafter
  specify for the purpose by notice to the Administrative Agent and the Borrower
  in accordance with the provisions of this Section 13.1. Each such notice, request
  or other communication shall be effective (i) if given by facsimile transmission,
  when transmitted to the facsimile number specified in this Section and confirmation
  of receipt is received, (ii) if given by mail, 72 hours after such communication
  is deposited in the mails with first class postage prepaid, addressed as aforesaid,
  or (iii) if given by any other means, when delivered (or, in the case of electronic
  transmission, received) at the address specified in this Section; provided
  that notices to the Administrative Agent under Article II shall not be effective
  until received. 

      13.2
  Change of Address. The Borrower and the Administrative Agent may each
  change the address for service of notice upon it by a notice in writing to the
  other parties hereto. Any Lender may change the address for service of notice
  upon it by notice in writing to the Borrower and the Administrative Agent. 

 46 






 ARTICLE
  XIV  

 COUNTERPARTS
   

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

 ARTICLE
  XV  

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

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

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

 15.3 WAIVER
  OF JURY TRIAL. THE BORROWER, THE ADMINISTRATIVE AGENT  AND
  EACH LENDER HEREBY WAIVE TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING,
  DIRECTLY OR INDIRECTLY, ANY MATTER (WHETHER SOUNDING IN 

 47 






 TORT,
  CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH
  ANY LOAN DOCUMENT OR THE RELATIONSHIP ESTABLISHED THEREUNDER. 

 .3.1 [Signature
  pages follow] 

 48 






      IN
  WITNESS WHEREOF, the Borrower, the Lenders and the Administrative Agent have
  executed this Revolving Credit Agreement as of the date first above written.
  

 

	 	DPL INC.
      
	 	 	 
	 	By: 	 
	 	 	

	 	 	Name:
	 	 	Title: 
	 	 	 
	 	Address:

      Attention:

      Telephone:

      Facsimile: 


Signature
  Page to 2002 DPL Revolving Credit Agreement 
  






	 	 BANK

        ONE, NA, individually and as Administrative Agent

	 	 	 
	 	By: 	 
	 	 	

	 	 	Name: Sharon
      Webb 
	 	 	Title:   Associate
      Director  
	 	 	 


	 	Address:	1 Bank
      One Plaza

      Suite IL1-0363

      Chicago, IL 60670
	 	Attention:	 Sean
      Drinan
	 	Telephone:  	 312-732-5085
       
	 	Facsimile:
      	 312-732-3055
       


Signature
  Page to 2002 DPL Revolving Credit Agreement 






	 	 KEYBANK
        NATIONAL ASSOCIATION,

	 	individually
      and as Syndication Agent 
	 	 	 
	 	By: 	 
	 	 	

	 	 	Name:
	 	 	Title:  
    
	 	 	 


Signature
  Page to 2002 DPL Revolving Credit Agreement 






	 	 FIFTH
        THIRD BANK, WESTERN OHIO

	 	 
	 	By: 	 
	 	 	

	 	 	Name:
	 	 	Title:  
    
	 	 	 


Signature
  Page to 2002 DPL Revolving Credit Agreement 

    

  




	 	
LASALLE
        BANK NATIONAL ASSOCIATION

	 	 
	 	By: 	 
	 	 	

	 	 	Name:
	 	 	Title:  
    
	 	 	 


  

Signature
  Page to 2002 DPL Revolving Credit Agreement  
  




	 	 NATIONAL
        CITY BANK

	 	 
	 	By: 	 
	 	 	

	 	 	Name:
	 	 	Title:  
    
	 	 	 




Signature
  Page to 2002 DPL Revolving Credit Agreement  
  

  




	 	 UNION
        BANK OF CALIFORNIA, N.A.

	 	 
	 	By: 	 
	 	 	

	 	 	Name:
	 	 	Title:  
    
	 	 	 


 

 Signature
  Page to 2002 DPL Revolving Credit Agreement 






 PRICING
  SCHEDULE  

	

	APPLICABLE	LEVEL
      I	 	LEVEL
      II	 	LEVEL
      III	 	LEVEL
      IV	 	LEVEL
      V
	MARGIN	STATUS	 	STATUS	 	STATUS	 	STATUS	 	STATUS
	

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Eurodollar
      Rate	0.75	%   	   	0.85	%   	   	0.95	%   	   	1.175	%   	   	2.00	%   
	 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Alternate
      Base	0	%	 	0	%	 	0	%	 	0	%	 	0	%
	Rate	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	

	STATUS	LEVEL
      I	 	LEVEL
      II	 	LEVEL
      III	 	LEVEL
      IV	 	LEVEL
      V
	 	STATUS	 	STATUS	 	STATUS	 	STATUS	 	STATUS
	 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Applicable
      Fee	0.125	%	 	0.15	%	 	0.175	%	 	0.20	%	 	0.25	%
	Rate	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	



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

      “Level
  I Status” exists at any date if, on such date, the Borrower’s Moody’s
  Rating is A3 or better or the Borrower’s S&P Rating is A- or
  better. 

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

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

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

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

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

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






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

      The
  Applicable Margin and Applicable Fee Rate shall be determined in accordance
  with the foregoing table based on the Borrower’s Status as determined from
  its then-current Moody’s and S&P Ratings. The credit rating in effect
  on any date for the purposes of this Schedule is that in effect at the close
  of business on such date. If at any time the Borrower has no Moody’s Rating
  or no S&P Rating, Level V Status shall exist. 

      If
  the Borrower is split-rated and the ratings differential is one level, the better
  rating will apply. If the Borrower is split-rated and the ratings differential
  is two levels or more, the intermediate rating at the midpoint will apply. If
  there is no midpoint, the higher of the intermediate ratings will apply. If
  at any time the Borrower’s Moody’s Rating is below Baa3 or the Borrower’s
  S&P Rating is below BBB-, the lower rating will apply. 






 SCHEDULE
  I 

 COMMITMENTS
  

	Lender	Commitments
	 	 
	Bank
      One, NA	$	13,709,677.41
	KeyBank
      National Association	$	12,903,225.81
	Fifth
      Third Bank, Western Ohio	$	  7,258,064.52
	LaSalle
      Bank National Association	$	  6,451,612.90
	National
      City Bank	$	  4,838,709.68
	Union
      Bank of California, N.A.	$	  4,838,709.68
	 	
      

	            Total	$	50,000,000.00







 SCHEDULE
  5.7 

 LITIGATION
  AND CONTINGENT OBLIGATIONS






 SECTION
  6.13 

 LIENS 

 None.  






 EXHIBIT
  A 

 FORM OF
  OPINION 

 (Attached)
  






	     EXHIBIT
        B

        

	 
	     COMPLIANCE
        CERTIFICATE

        

	To:
      The Lenders party to the

             Credit Agreement described below
  
      
	     This
        Compliance Certificate is furnished pursuant to that certain Revolving
        Credit Agreement dated as of December 18, 2002 (as amended, modified,
        renewed or extended from time to time, the “Agreement”) among
        DPL Inc. (the “Borrower”), the lenders party thereto, KeyBank
        National Association, as Syndication Agent, and Bank One, NA, as
        Administrative Agent for the Lenders. Unless otherwise defined herein,
        capitalized terms used in this Compliance Certificate have the meanings
        ascribed thereto in the Agreement.
  
        

	     THE
      UNDERSIGNED HEREBY CERTIFIES THAT:

        
	 	1.

        	I am
      the duly elected ______________________________ of the Borrower;

        
	 	2.

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

          

	 	3.

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

          

	 	4.

        	Schedule
        I attached hereto sets forth financial data and computations evidencing
        the Borrower’s compliance with Section 6.16 of the Agreement, all
        of which data and computations are true, complete and correct.

          

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

          

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

        








 SCHEDULE
  I TO COMPLIANCE CERTIFICATE 

 Compliance
  as of _________, ____ with

  

  Provisions of ____ and ____ of 

the Agreement
  






	EXHIBIT
        C

        

	 
	ASSIGNMENT
        AND ASSUMPTION AGREEMENT

        

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

        

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

	1.  

        	Assignor:

      	       	 	 
	 	 	 	
	 
	 	 	 	 	 
	2.

        	Assignee:

      

      	 	 	   [and
      is an Affiliate/Approved
	 	 	 	
	 
	 	 	 	Fund
      of Assignor]1

        	 
	 	 	 	 	 
	3.

        	Borrower:
      

      	 	DPL Inc.	 
	 	 	 	 	 
	4.

        	Agent:
      

      	 	Bank
      One, NA, as the administrative agent under the Credit Agreement.	 
	 
	

      1 Select as applicable.

      





 

	 5.  Credit
        Agreement:      
	The $50,000,000
      Revolving Credit Agreement dated as of December 18, 2002 among
      DPL, Inc., the Lenders party thereto, KeyBank National Association,
      as Syndication Agent, and Bank One, NA, as Administrative
      Agent. 


6.  Assigned
  Interest: 

	

	 Facility Assigned
       	      	Aggregate Amount
      of

      Commitment/Loans for

      all Lenders*	 	Amount of

      Commitment/Loans

      Assigned*	 	Percentage
      Assigned of

      Commitment/Loans2
	

	 Revolving Credit

      Commitment 	 	$__________	      	$__________	      	 _______%
	



	 	 	 
	7.  Trade
      Date:      	


    	  3



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

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

	 	ASSIGNOR

      [NAME OF ASSIGNOR] 
	 	 	 
	 	By:	 
	 	 	

	 	 	 Title:
 
      
	 	ASSIGNEE

      [NAME OF ASSIGNEE] 
	 	 	 
	 	By: 	 
	 	 	

	 	 	 Title:

      




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

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

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


 

	[Consented
      to and]4 Accepted:   	 
	 	 	 
	BANK ONE,
      NA, as Administrative Agent	 
	 	 	 
	By: 	 	 
	 	
	 
	 	Title:  
    	 
	 	 	 
	 	 	 
	[Consented
      to:]5 	 
	 	 	 
	DPL INC.
      	 
	 	 	 
	By: 	 	 
	 	
	 
	 	Title:  
    	 


 



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






 ANNEX
  1  

  TERMS AND CONDITIONS
  FOR

  ASSIGNMENT
  AND ASSUMPTION  

      1. Representations
  and Warranties. 

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

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






 terms
  all of the obligations which by the terms of the Loan Documents are required
  to be performed by it as a Lender. 

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

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






 ADMINISTRATIVE
  QUESTIONNAIRE  

 (Schedule
  to be supplied by Closing Unit or Trading Documentation Unit) 

 (For Forms
  for Primary Syndication call Peterine Svoboda at 312-732-8844)

  (For Forms after
  Primary Syndication call Jim Bartz at 312-732-1242) 






 US AND
  NON-US TAX INFORMATION REPORTING REQUIREMENTS  

 (Schedule
  to be supplied by Closing Unit or Trading Documentation Unit) 

 (For Forms
  for Primary Syndication call Peterine Svoboda at 312-732-8844)

  (For Forms after Primary Syndication call Jim Bartz at 312-732-1242) 






 EXHIBIT
  D 

 LOAN/CREDIT
  RELATED MONEY TRANSFER INSTRUCTION 

 To: Bank
  One, NA, as Administrative Agent (the “Administrative Agent”) under
  the Credit Agreement described below. 

	 	 Re: Revolving
  Credit Agreement, dated as of December 18, 2002 (as the same may be amended
  or modified, the “Credit Agreement”), among DPL Inc. (the “Borrower”),
  the Lenders named therein, KeyBank National Association, as Syndication Agent,
  and the Administrative Agent. Capitalized
  terms used herein and not otherwise defined herein shall have the meanings assigned
  thereto in the Credit Agreement. 



      The
  Administrative Agent is specifically authorized and directed to act upon the
  following standing money transfer instructions with respect to the proceeds
  of Advances or other extensions of credit from time to time until receipt by
  the Administrative Agent of a specific written revocation of such instructions
  by the Borrower, provided, however, that the Administrative Agent may
  otherwise transfer funds as hereafter directed in writing by the Borrower in
  accordance with Section 13.1 of the Credit Agreement or based on any telephonic
  notice made in accordance with Section 2.14 of the Credit Agreement. 

	Facility
      Identification Number(s)	 	 
	 	 	

	Customer/Account
      Name	 	 
	 	 	

	Transfer
      Funds To	 	 
	 	 	

	For
      Account No:	 	 
	 	 	

	Reference/Attention
      To	 	 
	 	 	

	Authorized
      Officer (Customer Representative):      	Date  	 
	 	 	




	 	 	 
	
	 	

	(Please
      Print)	 	Signature
	 	 	 
	 	 	 
	Bank Officer
      Name	Date 	 
	 	 	

	 	 	 
	
	 	

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







 EXHIBIT
  E 

 NOTE 

 

	$ ____________________

      	[DATE]
                 


 

      DPL
  INC., an Ohio corporation (the “Borrower”), promises to pay to the
  order of ____________________________________ (the “Lender”) the lesser
  of the principal sum of ______________________________
  Dollars ($ _______________ ) or the aggregate unpaid principal amount of all
  Loans made by the Lender to the Borrower pursuant to Article II of the Agreement
  (as hereinafter defined), in immediately available funds at the main office
  Bank One, NA, in Chicago, Illinois, as Administrative Agent, together with interest
  on the unpaid principal amount hereof at the rates and on the dates set forth
  in the Agreement. The Borrower shall pay the principal of and accrued and unpaid
  interest on the Loans in full on the Facility Termination Date. 

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

      This
  Note is one of the Notes issued pursuant to, and is entitled to the benefits
  of, the Revolving Credit Agreement dated as of December 18, 2002 (which, as
  it may be amended or modified and in effect from time to time, is herein called
  the “Agreement”), among the Borrower, the lenders party thereto, including
  the Lender, KeyBank National Association, as Syndication Agent,
  and Bank One, NA, as Administrative Agent, to which Agreement reference is hereby
  made for a statement of the terms and conditions governing this Note, including
  the terms and conditions under which this Note may be prepaid or its maturity
  date accelerated. Capitalized terms used herein and not otherwise defined herein
  are used with the meanings attributed to them in the Agreement. 

 

	DPL INC.
      	 
	 	 	 
	By: 	 	 
	 	
	 
	 	Name:	 
	 	Title:	 
	 	 	 


 






 SCHEDULE
  OF LOANS AND PAYMENTS OF PRINCIPAL 

 TO 

 NOTE OF
  DPL INC., 

 DATED ___________,
  ___________

  

	Date	Principal	Maturity
      of	Principal	Unpaid
	 	Amount of
      Loan	Interest
      Period	Amount Paid	Balance