EXHIBIT 4.2.19.1
[EXECUTION COPY]


LETTER OF CREDIT
AND REIMBURSEMENT AGREEMENT

Dated as of December 1, 1992


Among


THE CONNECTICUT LIGHT AND 
POWER COMPANY

as Account Party


CANADIAN IMPERIAL BANK OF COMMERCE,
NEW YORK AGENCY

as Issuing Bank and as Agent


and


THE PARTICIPATING BANKS
REFERRED TO HEREIN


Relating to

Business Finance Authority of the State of New Hampshire Pollution Control
Refunding Revenue Bonds (The Connecticut Light and Power Company Project -
1992 Series A)

LETTER OF CREDIT AND
REIMBURSEMENT AGREEMENT


Dated as of December 1, 1992


THIS LETTER OF CREDIT AND REIMBURSEMENT AGREEMENT (this "Agreement") is made
by and among:

     (i)  The Connecticut Light and Power Company, a corporation duly
organized and validly existing under the laws of the State of Connecticut
(the "Account Party");

     (ii) Canadian Imperial Bank of Commerce, New York Agency ("CIBC"), as
issuer of the Letter of Credit (the "Issuing Bank");

     (iii)     The Participating Banks (as hereinafter defined) from time to
     time party hereto; and

     (iv) CIBC as agent (together with any successor agent hereunder, the
"Agent") for such Participating Banks and the Issuing Bank.


PRELIMINARY STATEMENT

     The Business Finance Authority of the State of New Hampshire (the
"Issuer") proposes to issue, pursuant to a Loan and Trust Agreement, dated as
of December 1, 1992 (as supplemented or amended from time to time with the
written consent of the Issuing Bank, the "Indenture"), by and among the
Issuer, the Account Party and BayBank, as trustee (such entity, or its
successor as trustee, being the "Trustee"), $21,000,000 aggregate principal
amount of Business Finance Authority of the State of New Hampshire Pollution
Control Refunding Revenue Bonds (The Connecticut Light and Power Company
Project - 1992 Series A) (the "Bonds") and, pursuant to the Indenture, the
Account Party has requested the Issuing Bank to issue its irrevocable letter
of credit in favor of the Paying Agent (as defined below), in substantially
the form of Exhibit 1.01A hereto (such letter of credit, as it may from time
to time be extended or modified pursuant to the terms of this Agreement,
being the "Letter of Credit"), in the amount of $21,311,000 (the "Stated
Amount"), of which (i) $21,000,000 shall support the payment of principal of
the Bonds (or the portion of the purchase or redemption price of the Bonds
corresponding to principal), (ii) $311,000 shall support the payment of up to
45 days' interest on the principal amount of the Bonds (or the portion of the
purchase or redemption price of the Bonds corresponding to interest),
computed at a maximum interest rate of 12% per annum on the basis of the
actual days elapsed and a year of 365 or 366 days (as applicable) and (iii)
$0.00 shall support the payment of premium on the Bonds.  The Issuing Bank
has agreed to issue the Letter of Credit subject to the terms and conditions
set forth herein (including the terms and conditions relating to the rights
and obligations of the Participating Banks).

     NOW, THEREFORE, in consideration of the premises and in order to induce
the Issuing Bank to issue the Letter of Credit and the Participating Banks to
participate in the Letter of Credit and make advances hereunder, the parties
hereto agree as follows:

ARTICLE I

DEFINITIONS AND ACCOUNTING TERMS

     SECTION 1.01   Certain Defined Terms.  In addition to the terms defined
in the Preliminary Statement hereto, as used in this Agreement, the following
terms shall have the following meanings (such meanings to be applicable to
the singular and plural forms of the terms defined):

     "Advances" means Initial Advances and Term Advances, without
differentiation; individually, an "Advance".

     "Affiliate" means, with respect to any Person, any other Person directly
or indirectly controlling (including, but not limited to all directors and
officers of such Person), controlled by, or under direct or indirect common
control with such Person.  A Person shall be deemed to control another entity
if such Person possesses, directly or indirectly, the power to direct or
cause the direction of the management and policies of such entity, whether
through the ownership of voting securities, by contract or otherwise.

     "Alternate Base Rate" means, for any Interest Period or any other
period, a fluctuating interest rate per annum equal at all times to the
highest from time to time of:

     (a)  the rate of interest announced publicly by CIBC in New York, New
York, from time to time, as CIBC's prime rate; and

     (b)  1/2 of one percent per annum above the Federal Funds Rate from time
to time.

Each change in the Alternate Base Rate shall take effect concurrently with
any change in such prime rate or Federal Funds Rate, as the case may be.

     "Applicable Lending Office" means, with respect to each Participating
Bank, (i)(A)such Participating Bank's "Domestic Lending Office" in the case
of a Base Rate Advance, (B)such Participating Bank's "CD Lending Office" in
the case of a CD Rate Advance and (C)such Participating Bank's "Eurodollar
Lending Office" in the case of a Eurodollar Rate Advance, in each case as
specified opposite such Participating Bank's name on Schedule I hereto (in
the case of a Participating Bank initially party to this Agreement) or in the
Participation Assignment pursuant to which such Participating Bank became a
Participating Bank (in the case of any other Participating Bank), or (ii)
such other office or affiliate of such Participating Bank as such
Participating Bank may from time to time specify to the Account Party and the
Agent.

     "Assessment Rate" means, for any Interest Period or any other period,
the annual assessment rate per annum estimated by the Agent on the first day
of such Interest Period or such other period, as the case may be, for
determining the then average current annual assessment payable by insured
banks to the Federal Deposit Insurance Corporation (or any successor) for
insuring U.S. dollar deposits in the United States.  The "Assessment Rate"
shall be adjusted automatically on and as of the effective date of each
change in any such rate.

     "Available Amount" in effect at any time means the maximum aggregate
amount available to be drawn at such time under the Letter of Credit, the
determination of such maximum amount to assume compliance with all conditions
for drawing and no reduction for (i) any amount drawn by the Paying Agent to
make a regularly scheduled payment of interest on the Bonds (unless such
amount will not be reinstated under the Letter of Credit) or (ii) any amount
not available to be drawn because Bonds are held by or for the account of the
Account Party and/or in pledge for the benefit of the Issuing Bank.

     "Base Rate Advance" means an Advance in respect of which the Account
Party has selected in accordance with Article III hereof, or this Agreement
otherwise provides for, interest to be computed on the basis of the Alternate
Base Rate.

     "Bonds" has the meaning assigned to that term in the Preliminary
Statement.

     "Business Day" means a day of the year that is not a Sunday or legal
holiday or a day on which banks are authorized to close in New York City and,
(i) if the applicable Business Day relates to any Eurodollar Rate Advance, is
a day on which dealings are carried on in the London interbank market and/or
(ii) if the applicable Business Day relates to any action to be taken by, or
notice furnished to or by, or payment to be made to or by, the Trustee, the
Paying Agent or the Remarketing Agent, is a day on which (A) banking
institutions are not authorized pursuant to law to close, (B) banking
institutions in all of the cities in which the principal offices of the
Issuing Bank, the Trustee, the Paying Agent and, if applicable, the
Remarketing Agent are located are not required or authorized to remain closed
and (C) the New York Stock Exchange is not closed.

     "CD Rate" means for any Interest Period for any CD Rate Advances
comprising part of the same Term Borrowing, an interest rate per annum equal
at all times during such Interest Period to the sum of:

     (i)  the rate per annum obtained by dividing (x) the consensus bid rate
determined by the Agent to be the average (rounded upward to the nearest
whole multiple of 1/100 of 1% per annum, if such average is not such a
multiple) of the bid rates per annum, at 9:00 A.M. (New York City time) (or
as soon thereafter as practicable) on the first day of such Interest Period,
of three New York certificate of deposit dealers of recognized standing
selected by the Agent for the purchase at face value of certificates of
deposit of CIBC in an aggregate amount substantially equal to the CD Rate
Advance of CIBC comprising part of the same Term Borrowing and with a
maturity equal to such Interest Period, by (y) a percentage equal to 100%
minus the Domestic Reserve Percentage for such Interest Period, plus

     (ii) 0.875% per annum; plus

     (iii)     the Assessment Rate for such Interest Period.

     "CD Rate Advance" means an Advance in respect of which the Account Party
has selected in accordance with Article III hereof, and this Agreement
provides for, interest to be computed on the basis of the CD Rate.

     "CL&P Indenture" has the meaning assigned to that term in Section
7.02(a)(i)(A) hereof.

     "Closing Date" means the Business Day upon which each of the conditions
precedent enumerated in Sections 5.01 and 5.02 hereof shall be fulfilled to
the satisfaction of the Agent, the Issuing Bank, the Participating Banks and
the Account Party.  All transactions contemplated to occur on the Closing
Date shall occur contemporaneously on or prior to December 17, 1992, at the
offices of King & Spalding, 120 West 45th Street, New York, New York 10036,
at 10:00 A.M. (New York City time), or at such other place and time as the
parties hereto may mutually agree.

     "Collateral" means all of the collateral in which liens, mortgages or
security interests are purported to be granted by any or all of the Security
Documents.

     "Commitment" means, for each Participating Bank, such Participating
Bank's Percentage of the Available Amount.  "Commitments" shall refer to the
aggregate of the Commitments.

     "Confidential Information" has the meaning assigned to that term in
Section 10.09 hereof.

     "Consolidated Capitalization" means, for any period, the aggregate of
all amounts that would, in accordance with generally accepted accounting
principles and consistent with those applied in the preparation of the
Account Party's consolidated financial statements included in its Annual
Report on Form 10-K for the year ended December 31, 1991, appear on the
Account Party's consolidated balance sheet as the sum of (i) the total
principal amount of all long-term Debt of the Account Party and its
Subsidiaries (excluding, however, Debt not to exceed $400,000,000 existing
under any nuclear fuel financing so long as the proceeds of such Debt are
used solely to finance the purchase and carrying of nuclear fuel and so long
as the appropriate regulatory authorities have not taken any action which
would not allow the costs with respect to such financing to be recovered
through the rate making process), (ii) the aggregate of the par value of, or
stated capital represented by, the outstanding shares of all classes of
common and preferred shares of the Account Party and its Subsidiaries, (iii)
the consolidated surplus of the Account Party and its Subsidiaries, paid-in,
earned and other, if any, and (iv) the excess, if any, of (A) the aggregate
unpaid principal amount of all short-term Debt of the Account Party and its
Subsidiaries over (B) 10% of the sum of clauses (i), (ii) and (iii) above.

     "Consolidated Common Equity" means, for any period, an amount equal to
the sum of the aggregate of the par value of, or stated capital represented
by, the outstanding common shares of the Account Party and its Subsidiaries
and the surplus, paid-in, earned and other, if any, of the Account Party and
its Subsidiaries as determined on a consolidated basis in accordance with
generally accepted accounting principles.

     "Conversion", "Convert" or "Converted" each refers to a conversion of
Term Advances pursuant to Section 3.04 hereof, including, but not limited to
any selection of a longer or shorter Interest Period to be applicable to such
Term Advances or any conversion of a Term Advance as described in Section
3.04(c) hereof.

     "Credit Termination Date" means the date on which the Letter of Credit
shall terminate in accordance with its terms.

     "Debt" means, for any Person, without duplication, (i) indebtedness of
such Person for borrowed money, including but not limited to obligations of
such Person evidenced by bonds, debentures, notes or other similar
instruments, (ii) obligations of such Person to pay the deferred purchase
price of property or services (excluding any obligation of such Person to the
United States Department of Energy or its successor with respect to
disposition of spent nuclear fuel burned prior to April 3, 1983), (iii)
obligations of such Person as lessee under leases which shall have been or
should be, in accordance with generally accepted accounting principles,
recorded as capital leases, (iv) obligations under direct or indirect
guaranties in respect of, and obligations (contingent or otherwise) to
purchase or otherwise acquire, or otherwise to assure a creditor against loss
in respect of, indebtedness or obligations of others of the kinds referred to
in clauses (i) through (iii), above, and (v) liabilities in respect of
unfunded vested benefits under ERISA Plans.

     "Default Rate" means a fluctuating interest rate equal at all times to
2% per annum above the Alternate Base Rate in effect from time to time.

     "Domestic Reserve Percentage" means, for any Interest Period or any
other period, the reserve percentage applicable on the first day of such
Interest Period or such other period, as the case may be, under regulations
issued from time to time by the Board of Governors of the Federal Reserve
System (or any successor) for determining the maximum reserve requirement
(including, but not limited to, any emergency, supplemental or other marginal
reserve requirement) for CIBC with respect to liabilities consisting of or
including (among other liabilities) U.S. dollar nonpersonal time deposits in
the United States and with a maturity equal to such Interest Period or such
other period, as the case may be.  The Domestic Reserve Percentage shall be
determined from time to time by the Agent and shall be adjusted automatically
on and as of the effective date of each change in any reserve requirement.

     "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended from time to time.

     "ERISA Affiliate" means, with respect to any Person, any trade or
business (whether or not incorporated) which is a "commonly controlled
entity" of the Account Party within the meaning of the regulations under
Section 414 of the Internal Revenue Code of 1986, as amended from time to
time.

     "ERISA Multiemployer Plan" means a "multiemployer plan" subject to Title
IV of ERISA.

     "ERISA Plan" means an employee benefit plan (other than an ERISA
Multiemployer Plan) maintained for employees of the Account Party or any
ERISA Affiliate and covered by Title IV of ERISA.

     "ERISA Plan Termination Event" means (i) a Reportable Event described in
Section 4043 of ERISA and the regulations issued thereunder (other than a
Reportable Event not subject to the provision for 30-day notice to the PBGC
under such regulations) with respect to an ERISA Plan or an ERISA
Multiemployer Plan, or (ii) the withdrawal of the Account Party or any of its
ERISA Affiliates from an ERISA Plan or an ERISA Multiemployer Plan during a
plan year in which it was a "substantial employer" as defined in Section
4001(a)(2) of ERISA, or (iii) the filing of a notice of intent to terminate
an ERISA Plan or an ERISA Multiemployer Plan or the treatment of an ERISA
Plan or an ERISA Multiemployer Plan under Section 4041 of ERISA, or (iv) the
institution of proceedings to terminate an ERISA Plan or an ERISA
Multiemployer Plan by the PBGC, or (v) any other event or condition which
might constitute grounds under Section 4042 of ERISA for the termination of,
or the appointment of a trustee to administer, any ERISA Plan or ERISA
Multiemployer Plan.

     "Eurocurrency Liabilities" has the meaning assigned to that term in
Regulation D of the Board of Governors of the Federal Reserve System, as in
effect from time to time.

     "Eurodollar Rate" means for any Interest Period for any Eurodollar Rate
Advances comprising part of the same Term Borrowing, an interest rate per
annum equal at all times during such Interest Period to the sum of:

     (i)  the rate per annum (rounded upward to the nearest whole multiple of
1/100 of 1% per annum, if such rate is not such a multiple) determined by the
Agent at which deposits in United States dollars in amounts comparable to the
Eurodollar Rate Advance of CIBC comprising part of such Term Borrowing and
for comparable periods as such Interest Period are offered by the principal
office of CIBC in London, England to prime banks in the London interbank
market at 11:00 A.M. (London time) two Business Days before the first day of
such Interest Period, plus

     (ii) 0.75% per annum.

     "Eurodollar Rate Advance" means an Advance in respect of which the
Account Party has selected in accordance with Article III hereof, and this
Agreement provides for, interest to be computed on the basis of the
Eurodollar Rate.

     "Eurodollar Reserve Percentage" of any Participating Bank for each
Interest Period for each Eurodollar Rate Advance means the reserve percentage
applicable during such Interest Period (or if more than one such percentage
shall be so applicable, the daily average of such percentages for those days
in such Interest Period during which any such percentage shall be so
applicable) under Regulation D or other regulations issued from time to time
by the Board of Governors of the Federal Reserve System (or any successor)
for determining the maximum reserve requirement (including, without
limitation, any emergency, supplemental or other marginal reserve
requirement, without benefit of or credit for proration, exemptions or
offsets) for such Participating Bank with respect to liabilities or assets
consisting of or including "eurocurrency liabilities" having a term equal to
such Interest Period.

     "Event of Default" has the meaning assigned to that term in Section
8.01.

     "Federal Funds Rate" means, for any period, a fluctuating interest rate
per annum equal for each day during such period to the weighted average of
the rates on overnight Federal funds transactions with members of the Federal
Reserve System arranged by Federal funds brokers, as published on the next
succeeding Business Day by the Federal Reserve Bank of New York, or, if such
rate is not so published on the next succeeding Business Day, the average of
the quotations for such day on such transactions received by the Agent from
three Federal funds brokers of recognized standing selected by it.

     "FERC" means the Federal Energy Regulatory Commission.

     "Governmental Approval" means any authorization, consent, approval,
license, permit, certificate, exemption of, or filing or registration with,
any governmental authority or other legal or regulatory body (including,
without limitation, the Securities and Exchange Commission, the FERC, the
Nuclear Regulatory Commission and the Connecticut Department of Public
Utility Control), required in connection with either (i) the execution,
delivery or performance of any Loan Document or Related Document or the grant
and perfection of any lien or security interest contemplated by the Security
Documents or (ii) the nature of the Account Party's or any Principal
Subsidiary's business as conducted or the nature of the property owned or
leased by it.

     "Hazardous Substance" means any waste, substance or material identified
as hazardous, dangerous or toxic by any office, agency, department,
commission, board, bureau or instrumentality of the United States of America
or of the State or locality in which the same is located having or exercising
jurisdiction over such waste, substance or material.

     "Indemnified Person" has the meaning assigned to that term in Section
10.04(b) hereof.

     "Indenture" has the meaning assigned to that term in the Preliminary
Statement.

     "Initial Advance" has the meaning assigned to that term in Section
3.02(a) hereof.

     "Initial Repayment Date" has the meaning assigned to that term in
Section 3.02(a) hereof.

     "Interest Component" has the meaning assigned to that term in the Letter
of Credit.

     "Interest Drawing" has the meaning assigned to that term in the Letter
of Credit.

     "Interest Period" has the meaning assigned to that term in Section
3.03(b) hereof.

     "Issuer" has the meaning assigned to that term in the Preliminary
Statement.

     "Issuer Resolution" means the resolution adopted by the Issuer that
authorized the issuance of the Bonds, approved the terms and provisions of
the Bonds, and approved those of the documents related to the Bonds to which
the Issuer is a party.

     "Letter of Credit" has the meaning assigned to that term in the
Preliminary Statement.

     "Lien" has the meaning assigned to that term in Section 7.02(a) hereof.

     "Loan Documents" means this Agreement and the Security Documents.

     "Majority Lenders" means on any date of determination, (i) the Issuing
Bank and (ii) Participating Banks who, collectively, on such date, have
Percentages in the aggregate of at least 66-2/3%. Determination of those
Participating Banks satisfying the criteria specified above for action by the
Majority Lenders shall be made by the Agent and shall be conclusive and
binding on all parties absent manifest error.

     "Moody's" means Moody's Investors Service, Inc. or any successor
thereto.

     "NU" means Northeast Utilities, an unincorporated voluntary business
association organized under the laws of the Commonwealth of Massachusetts.

     "Participant" shall have the meaning assigned to that term in Section
10.06(b) hereof.

     "Participating Banks" means the Persons listed on the signature pages
hereof following the heading "Participating Banks" and any other Person who
becomes a party hereto pursuant to Section 10.06 hereof.

     "Participation Assignment" means a participation assignment entered into
pursuant to Section 10.06 hereof by any Participating Bank and an assignee,
in substantially the form of Exhibit 1.01B hereto.

     "Participation Percentage" means, as of any date of determination (i)
with respect to a Participating Bank initially a party hereto, the percentage
set forth opposite such Participating Bank's name on the signature pages
hereof, except as provided in clause (iii), below, (ii) with respect to a
Participating Bank that became a party hereto by operation of Section
10.06(a) hereof, the Participation Percentage stated to be assumed by such
assignee Participating Bank in the relevant Participation Assignment, except
as provided in clause (iii), below, and (iii) with respect to any
Participating Bank described in clauses (i) and (ii), above, that assigns a
percentage of its interests in accordance with Section 10.06(a) hereof, its
participation percentage as reduced by the percentage so assigned.

     "Paying Agent" means (i) BayBank, as the initial paying agent for the
Bonds under the Indenture, and (ii) any successor paying agent for the Bonds
under the Indenture.

     "PBGC" means the Pension Benefit Guaranty Corporation (or any successor
entity) established under ERISA.

     "Person" means an individual, partnership, corporation (including a
business trust), joint stock company, trust, estate, unincorporated
association, joint venture or other entity, or a government or any political
subdivision or agency thereof.

     "Pledge Agreement" means the Pledge Agreement, dated as of December 1,
1992, by the Account Party in favor of the Issuing Bank, in substantially the
form of Exhibit 1.01C hereto, and as the same may from time to time be
amended, modified or supplemented.

     "Pledged Bonds" shall have the meaning assigned to that term in the
Pledge Agreement.

     "Premium Component" has the meaning assigned to that term in the Letter
of Credit.

     "Principal Component" has the meaning assigned to that term in the
Letter of Credit.

     "Principal Subsidiary" means a Subsidiary, whether owned directly or
indirectly by the Account Party, which, with respect to the Account Party and
its Subsidiaries taken as a whole, represents a material portion of the
Account Party's consolidated assets or consolidated net income (or loss), (it
being understood that, as of the date of this Agreement, the Account Party
has no Principal Subsidiaries).

     "Purchase Contract" means the Bond Purchase Agreement, dated December
16, 1992, among the Issuer, the Account Party and Goldman, Sachs & Co.

     "Recipient" has the meaning assigned to that term in Section 10.09
hereto.

     "Regulatory Transaction" means any merger or consolidation of the
Account Party with or into, or any purchase or acquisition by the Account
Party of the assets of (and any related assumption by the Account Party of
the liabilities of) any utility company or utility-related company, if such
transaction is undertaken pursuant to an order or request of, or otherwise in
fulfillment of the stated goals of, a utility regulatory agency having
jurisdiction over NU or any of its Subsidiaries.

     "Regulatory Transaction Entity" means any utility company or utility-
related company (other than the Account Party) that is the subject of a
Regulatory Transaction.

     "Related Documents" means the Letter of Credit, the Bonds, the
Indenture, any Remarketing Agreement and the Purchase Contract. 

     "Remarketing Agent" has the meaning assigned to that term in the
Indenture.

     "Remarketing Agreement" means (i) the Remarketing Agreement, dated as of
December 1, 1992, between the Account Party and Goldman, Sachs & Co., as the
same may be amended from time to time; and (ii) any successor remarketing
agreement between the Account Party and a successor Remarketing Agent as
shall be in effect from time to time in accordance with the terms of the
Indenture.

     "S&P" means Standard and Poor's Corporation or any successor thereto.

     "Security Documents" means the Pledge Agreement and the Indenture.

     "Stated Amount" has the meaning assigned to that term in the Preliminary
Statement hereto.

     "Stated Termination Date" means the expiration date specified in clause
(i) of the first paragraph of Paragraph (1) of the Letter of Credit, as such
date may be extended pursuant to Section 2.05 hereof.

     "Subsidiary" shall mean, with respect to any person (the Parent), any
corporation, association or other business entity of which securities or
other ownership interests representing 50% or more of the ordinary voting
power are, at the time as of which any determination is being made, owned or
controlled by the Parent or one or more Subsidiaries of the Parent or by the
Parent and one or more Subsidiaries of the Parent.

     "Tender Drawing" has the meaning assigned to that term in the Letter of
Credit.

     "Term Advance" has the meaning assigned to that term in Section 3.02(b)
hereof, and refers to a Base Rate Advance, a CD Rate Advance or a Eurodollar
Rate Advance (each of which shall be a "Type" of Term Advance).  The Type of
a Term Advance may change from time to time when such Term Advance is
Converted.  For purposes of this Agreement, all Term Advances of a
Participating Bank (or portions thereof) made as, or Converted to, the same
Type and Interest Period on the same day shall be deemed a single Term
Advance by such Participating Bank until repaid or next Converted.

     "Term Borrowing" means a borrowing consisting of Term Advances of the
same Type and Interest Period made on the same day by the Participating
Banks, ratably in accordance with their respective Participation Percentages. 
A Term Borrowing may be referred to herein as being a "Type" of Term
Borrowing, corresponding to the Type of Term Advances comprising such Term
Borrowing.  For purposes of this Agreement, all Term Advances made as, or
Converted to, the same Type and Interest Period on the same day shall be
deemed a single Term Borrowing until repaid or next Converted.

     "Termination Date" means the Stated Termination Date or the earlier date
of termination of the Commitments pursuant to Sections 2.02 or 8.02
hereunder.

     "Trustee" has the meaning assigned to that term in the Preliminary
Statement hereto.

     "Type" has the meaning assigned to such term in the definitions of "Term
Advance" and "Term Borrowing" herein.

     "Unmatured Default" means the occurrence and continuance of an event
which, with the giving of notice or lapse of time or both, would constitute
an Event of Default.

     SECTION 1.02   Computation of Time Periods.  In the computation of
periods of time under this Agreement any period of a specified number of days
or months shall be computed by including the first day or month occurring
during such period and excluding the last such day or month.  In the case of
a period of time "from" a specified date "to" or "until"  a later specified
date, the word "from" means "from and including" and the words "to" and
"until" each means "to but excluding".

     SECTION 1.03   Accounting Terms.  All accounting terms not specifically
defined herein shall be construed in accordance with generally accepted
accounting principles applied on a basis consistent with the application
employed in the preparation of the Account Party's consolidated financial
statements included in its Annual Report on Form 10-K for the year ended
December 31, 1991.

     SECTION 1.04   Computations of Outstandings.  Whenever reference is made
in this Agreement to the principal amount outstanding on any date under this
Agreement, such reference shall refer to the sum of (i) the Available Amount
on such date, (ii) the aggregate principal amount of all Advances outstanding
on such date and (iii) the aggregate amount of all demand loans under Section
3.01 hereunder on such date, in each case after giving effect to all
transactions to be made on such date and the application of the proceeds
thereof.

ARTICLE II

THE LETTER OF CREDIT

     SECTION 2.01   The Letter of Credit.  The Issuing Bank agrees, on the
terms and conditions hereinafter set forth (including, without limitation,
the applicable conditions precedent set forth in Article V hereof), to issue
the Letter of Credit to the Paying Agent, upon not less than three Business
Days prior notice from the Account Party, on the Closing Date.

     SECTION 2.02   Termination of the Commitments.   The obligation of the
Issuing Bank to issue the Letter of Credit shall automatically terminate if
unexercised at 5:00 P.M. (New York City time) on December 31, 1992.

     SECTION 2.03   Commissions and Fees.  (a) The Account Party hereby
agrees to pay to the Agent, for the account of the Participating Banks
ratably in accordance with their respective Participation Percentages, a
letter of credit commission on the Available Amount in effect from time to
time from the date of issuance of the Letter of Credit until the Termination
Date (disregarding for such purpose any temporary diminution thereof arising
from drawings under the Letter of Credit to pay interest (or purchase price
corresponding to interest) on the Bonds, regardless of whether the amount so
drawn shall be thereafter reinstated), at a rate equal to 0.60% per annum,
payable quarterly in arrears on the first day of March, June, September and
December in each year, commencing on the first such date to occur following
the date of issuance of the Letter of Credit, and on the Credit Termination
Date.

     (b)  The Account Party also agrees to pay to the Agent, for the account
of the Issuing Bank, such other fees as may be agreed upon from time to time
by the Account Party and the Issuing Bank.

     SECTION 2.04   Reinstatement of the Letter of Credit.  (a) The Interest
Component and the Principal Component shall, from time to time, be reinstated
by the Issuing Bank in accordance with, and only to the extent provided in,
the Letter of Credit.  In no event shall reductions in the Premium Component
be reinstated.

     (b)  Interest Component.  With respect to reinstatement of reductions in
the Interest Component resulting from Interest Drawings:

     (i)  The Issuing Bank may only deliver to the Paying Agent any notice of
non-reinstatement pursuant to Paragraph 5(i)(A) of the Letter of Credit if
(A) the Issuing Bank and/or the Participating Banks have not been reimbursed
in full by the Account Party for one or more drawings, together with
interest, if any, owing thereon pursuant to this Agreement, or (B) an Event
of Default has occurred and is then continuing.

     (ii) If, subsequent to any such delivery of a notice of non-
reinstatement, the circumstances giving rise to the delivery of such notice
of non-reinstatement shall have ceased to exist (whether as a result of
reimbursement of unreimbursed drawings, or waiver or cure of an Event of
Default, or otherwise), then, provided that no other Event of Default shall
have occurred and be continuing, the Issuing Bank shall deliver to the Paying
Agent, by hand delivery or facsimile transmission, a Notice of Reinstatement
in the form of Exhibit 5 to the Letter of Credit reinstating that portion of
the Interest Component in respect of which such notice of non-reinstatement
was given.

     (c)  Principal Component.  With respect to reinstatement of a reduction
in the Principal Component resulting from any Tender Drawing, IF:

     (i)  such reduction has not been reinstated pursuant to Paragraph
5(ii)(A) of the Letter of Credit;

     (ii) the Issuing Bank and/or the Participating Banks shall have been
reimbursed by the Account Party for such Tender Drawing;

     (iii)     any demand loan(s) and Advance(s) made in respect of such
Tender Drawing shall have been repaid by the Account Party, together with any
interest thereon and any other amounts payable hereunder in connection
therewith; AND

     (iv) no Event of Default shall have occurred and then be continuing;

THEN, the Issuing Bank shall deliver to the Paying Agent, by hand delivery or
facsimile transmission, a Notice of Reinstatement in the form of Exhibit 5 to
the Letter of Credit reinstating the Principal Component to the extent of
such Tender Drawing.

     SECTION 2.05   Extension of the Stated Termination Date.  Unless the
Letter of Credit shall have previously expired in accordance with its terms,
at least 105 days but not more than 120 days before the Stated Termination
Date, the Account Party may, by notice to the Agent (any such notice being
irrevocable), request the Issuing Bank and the Participating Banks to extend
the Stated Termination Date of the Letter of Credit for a period of one year. 
If the Account Party shall make such request, the Agent shall promptly inform
the Issuing Bank and the Participating Banks and, no later than 60 days prior
to the Stated Termination Date, the Agent shall notify the Account Party in
writing (with a copy of such notice to the Trustee and the Paying Agent) if
the Issuing Bank and the Participating Banks consent to such request and the
conditions of such consent (including conditions relating to legal
documentation).  The granting of any such consent shall be in the sole and
absolute discretion of the Issuing Bank and the Participating Banks, and if
the Agent shall not so notify the Account Party, such lack of notification
shall be deemed to be a determination not to consent to such request.

ARTICLE III

REIMBURSEMENT AND ADVANCES

     SECTION 3.01   Reimbursement on Demand.  Subject to the provisions of
Section 3.02 hereof, the Account Party hereby agrees to pay (whether with the
proceeds of Initial Advances made pursuant to this Agreement or otherwise) to
the Issuing Bank on demand (a) on and after each date on which the Issuing
Bank shall pay any amount under the Letter of Credit pursuant to any draft,
but only after so paid by the Issuing Bank, a sum equal to such amount so
paid (which sum shall constitute a demand loan from the Issuing Bank to the
Account Party from the date of such payment by the Issuing Bank until so paid
by the Account Party), plus (b) interest on any amount remaining unpaid by
the Account Party to the Issuing Bank under clause (a), above, from the date
such amount becomes payable on demand until payment in full, at the Default
Rate in effect from time to time.  No reinstatement of the Interest Component
or the Principal Component despite the failure by the Account Party to
reimburse the Issuing Bank for any previous drawing to pay interest on the
Bonds shall limit or impair the Account Party's obligations under this
Section 3.01.

     SECTION 3.02   Advances.  Each Participating Bank agrees to make Initial
Advances and Term Advances for the account of the Account Party from time to
time upon the terms and subject to the conditions set forth in this
Agreement.

     (a)  Initial Advances; Repayment of Initial Advances.  If the Issuing
Bank shall honor any Tender Drawing and if the conditions precedent set forth
in Section 5.03 of this Agreement have been satisfied as of the date of such
honor, then, each Participating Bank's payment made to the Issuing Bank
pursuant to Section 3.07 hereof in respect of such Tender Drawing shall be
deemed to constitute an advance made for the account of the Account Party by
such Participating Bank (each such advance being an "Initial Advance" made by
such Participating Bank).  Each Initial Advance shall be made as a Base Rate
Advance, shall bear interest at the Alternate Base Rate and shall not be
entitled to be Converted.  Subject to Article VIII of this Agreement, each
Initial Advance and all interest thereon shall be due and payable on the
earlier to occur of (i) the date 30 days from the date of such Initial
Advance (such repayment date being the "Initial Repayment Date" for such
Initial Advance) and (ii) the Termination Date.  The Account Party may repay
the principal amount of any Initial Advance with (and to the extent of) the
proceeds of a Term Advance made pursuant to subsection (b), below, and may
prepay Initial Advances in accordance with Section 3.06 hereof.

     (b)  Term Advances; Repayment.  Subject to the satisfaction of the
conditions precedent set forth in Section 5.04 hereof and the other
conditions of this subsection (b), each Participating Bank agrees to make one
or more advances for the account of the Account Party ("Term Advances") on
each Initial Repayment Date in an aggregate principal amount equal to the
amount of such Participating Bank's Initial Advances maturing on such Initial
Repayment Date.  All Term Advances comprising a single Term Borrowing shall
be made upon written notice given by the Account Party to the Agent not later
than 11:00 A.M. (New York City time) (A) in the case of a Term Borrowing
comprised of Base Rate Advances, on the Business Day of such proposed Term
Borrowing, (B) in the case of a Term Borrowing comprised of CD Rate 
Advances, two Business Days prior to the date of such Term Borrowing and (C)
in the case of a Term Borrowing comprised of Eurodollar Rate Advances, three
Business Days prior to the date of such proposed Term Borrowing.  The Agent
shall notify each Participating Bank of the contents of such notice promptly
after receipt thereof.  Each such notice shall specify therein the following
information: (W) the date on which such Term Borrowing is to be made, (X) the
principal amount of Term Advances comprising such Term Borrowing, (Y) the
Type of Term Borrowing and (Z) the duration of the initial Interest Period,
if applicable, proposed to apply to the Term Advances comprising such Term
Borrowing.  The proceeds of each Participating Bank's Term Advances shall be
applied solely to the repayment of the Initial Advances made by such
Participating Bank and shall in no event be made available to the Account
Party.  The principal amount of each Term Advance, together with all accrued
and unpaid interest thereon, shall be due and payable on the earlier to occur
of (x) the same calendar date occurring 35 months following the date upon
which such Term Advance is made (or, if such month does not have a
corresponding date, on the last day of such month) and (y) the Termination
Date.

     SECTION 3.03   Interest on Advances.   The Account Party shall pay
interest on the unpaid principal amount of each Advance from the date of such
Advance until such principal amount is paid in full at the applicable rate
set forth below:

     (a)  Alternate Base Rate.  Except to the extent that the Account Party
shall elect to pay interest on any Advance for any Interest Period pursuant
to paragraph (c) or (d) of this Section 3.03, the Account Party shall pay
interest on each Advance (including all Initial Advances) from the date
thereof until the date such Advance is due, at a fluctuating interest rate
per annum in effect from time to time equal to the Alternate Base Rate in
effect from time to time.  The Account Party shall pay interest on each
Advance bearing interest in accordance with this subsection quarterly in
arrears on the first day of March, June, September and December in each year
and on the Termination Date or the earlier date for repayment of such Advance
(including the Initial Repayment Date therefor, in the case of an Initial
Advance).

     b.   Interest Periods.  Subject to the other requirements of this
Section 3.03, the Account Party may from time to time elect to have the
interest on all Term Advances comprising part of the same Term Borrowing
determined and payable for a specified period (an "Interest Period" for such
Term Advances) in accordance with paragraph (c) or (d) of this Section 3.03. 
The first day of an Interest Period for such Term Advances shall be the date
such Advance is made or most recently Converted, which shall be a Business
Day.  All Interest Periods shall end on or prior to the Stated Termination
Date.  Any Interest Period for a Term Advance that would otherwise end after
the Termination Date or earlier date for the repayment of such Advance shall
be deemed to end on the Termination Date or such earlier repayment date, as
the case may be.

     (c)  CD Rate.  Subject to the requirements of this Section 3.03 and
Article V hereof, the Account Party may from time to time elect to have any
Term Advances comprising part of the same Term Borrowing made as, or
Converted to, CD Rate Advances.  The Interest Period applicable to such CD
Rate Advances shall be of 30, 60, 90 or 180 days' duration, as the Account
Party shall select in its notice delivered to the Agent pursuant to Section
3.02(b) or 3.04 hereof, as applicable.  If the Account Party shall have made
such election, the Account Party shall pay interest on such CD Rate Advances
at the CD Rate, for the applicable Interest Period for such CD Rate Advances,
which interest shall be payable on the last day of such Interest Period, on
the date for repayment for such CD Rate Advances and also, in the case of any
Interest Period of 180 days' duration, on the 90th day of such Interest
Period. 

     (d)  Eurodollar Rate.  Subject to the requirements of this Section 3.03
and Article V hereof, the Account Party may from time to time elect to have
any Term Advances comprising part of the same Term Borrowing made as, or
Converted to, Eurodollar Rate Advances.  The Interest Period applicable to
such Eurodollar Rate Advances shall be of one, two, three or six whole
months' duration, as the Account Party shall select in its notice delivered
to the Agent pursuant to Section 3.02(b) or 3.04 hereof, as applicable.  If
the Account Party shall have made such election, the Account Party shall pay
interest on such Eurodollar Rate Advances at the Eurodollar Rate, for the
applicable Interest Period for such Eurodollar Rate Advances, which interest
shall be payable on the last day of such Interest Period, on the date for
repayment for such Eurodollar Rate Advances and also, in the case of any
Interest Period of six months' duration, on that day of the third month of
such Interest Period which corresponds with the first day of such Interest
Period (or, if any such month does not have a corresponding day, then on the
last day of such month).  Any Interest Period pertaining to  Eurodollar Rate
Advances that begins on the last Business Day of a calendar month (or on a
day for which there is no numerically corresponding day in the calendar month
at the end of such Interest Period) shall end on the last Business Day of a
calendar month.

     (e)  Interest Rate Determinations.  The Agent shall give prompt notice
to the Account Party and the Participating Banks of the Eurodollar Rate or CD
Rate determined from time to time by the Agent to be applicable to each
Eurodollar Rate Advance or CD Rate Advance, as the case may be.

     SECTION 3.04   Conversion of Term Advances.  Subject to the satisfaction
of the conditions precedent set forth in Section 5.03 hereof, the Account
Party may elect to Convert one or more Term Advances of any Type to one or
more Term Advances of the same or any other Type on the following terms and
subject to the following conditions:

     (a)  Each Conversion shall be made as to all Term Advances comprising a
single Term Borrowing upon written notice given by the Account Party to the
Agent not later than 11:00 A.M. (New York City time) on the third Business
Day prior to the date of the proposed Conversion.  The Agent shall notify
each Participating Bank of the contents of such notice promptly after receipt
thereof.  Each such notice shall specify therein the following information: 
(A) the date of such proposed Conversion (which in the case of CD Rate
Advances or Eurodollar Rate Advances shall be the last day of the Interest
Period then applicable to such Term Advances to be Converted), (B) Type of,
and Interest Period, if any, applicable to the Term Advances proposed to be
Converted, (C) the aggregate principal amount of Term Advances proposed to be
Converted, and (D) the Type of Term Advances to which such Term Advances are
proposed to be Converted and the Interest Period, if any, to be applicable
thereto.

     (b)  During the continuance of an Unmatured Default or an  Event of
Default, the right of the Account Party to Convert Term Advances to CD Rate
Advances or to Eurodollar Rate Advances shall be suspended, and all CD Rate
Advances and Eurodollar Rate Advances then outstanding shall be Converted to
Base Rate Advances on the last day of the Interest Period then in effect, if,
on such day, an Unmatured Default or an Event of Default shall be continuing.

     (c)  If no notice of Conversion is received by the Agent as provided in
subsection (a) above with respect to any outstanding CD Rate Advances or
Eurodollar Rate Advances, the Agent shall treat such absence of notice as a
deemed notice of Conversion providing for such Advances to be Converted to
Base Rate Advances on the last day of the Interest Period then in effect for
such CD Rate Advances or Eurodollar Rate Advances.

     SECTION 3.05   Other Terms Relating to the Making and Conversion of
Advances.  (a) Notwithstanding anything in Section 3.02, 3.03 or 3.04, above,
to the contrary:

     (i)  at no time shall more than six different Term Borrowings be
outstanding hereunder; and

     (ii) each Term Borrowing consisting of CD Rate Advances or Eurodollar
Rate Advances shall be in the aggregate principal amount of $10,000,000  or
an integral multiple of $1,000,000 in excess thereof.

     (b)  Each notice of borrowing pursuant to Section 3.02(b) hereof and
each notice of Conversion pursuant to Section 3.04 hereof shall be
irrevocable and binding on the Account Party.

     SECTION 3.06   Prepayment of Advances.  (a) The Account Party shall have
no right to prepay any principal amount of any Advances except in accordance
with subsections (b) and (c) below.  

     (b)  The Account Party may, upon at least one Business Day's notice to
the Agent stating the proposed date and aggregate principal amount of the
prepayment and the specific Initial Advances or Term Borrowing(s) to be
prepaid, and if such notice is given, the Account Party shall, prepay, in
whole or ratably in part, together with accrued interest to the date of such
prepayment on the principal amount prepaid and any amounts due pursuant to
Section 4.03, the outstanding principal amount of (i) all Initial Advances
made on the same date or (ii) all Term Advances comprising the same Term
Borrowing, in each case as the Account Party shall designate in such notice;
provided, however, that each partial prepayment shall be in an aggregate
principal amount not less than $10,000,000, or, if less, the aggregate
principal amount of all Advances then outstanding.

     (c)  Prior to or simultaneously with the resale of all of the Bonds
purchased with the proceeds of a Tender Drawing, the Account Party shall
prepay, or cause to be prepaid, in full, the then outstanding principal
amount of all Initial Advances and of all Term Advances comprising the same
Term Borrowing(s) arising pursuant to such Tender Drawing, together with all
interest thereon to the date of such prepayment.  If less than all of such
Bonds are resold, then prior to or simultaneously with such resale the
Account Party shall prepay or cause to be prepaid that portion of such
Advances, together with all interest thereon to the date of such prepayment,
equal to the then outstanding principal amount thereof multiplied by a
fraction, the numerator of which shall be the principal amount of the Bonds
resold and the denominator of which shall be the principal amount of all of
the Bonds purchased with the proceeds of the relevant Tender Drawing.

     SECTION 3.07   Participation; Reimbursement of Issuing Bank.  (a) The
Issuing Bank hereby sells and transfers to each Participating Bank, and each
Participating Bank hereby acquires from the Issuing Bank, an undivided
interest and participation to the extent of such Participating Bank's
Participation Percentage in and to (i) the Letter of Credit, including the
obligations of the Issuing Bank under and in respect thereof and the Account
Party's reimbursement and other obligations in respect thereof and (ii) each
demand loan or deemed demand loan made by the Issuing Bank, whether now
existing or hereafter arising.

     (b)  If the Issuing Bank (i) shall not have been reimbursed in full for
any payment made by the Issuing Bank under the Letter of Credit on the date
of such payment or (ii) shall make any demand loan to the Account Party, the
Issuing Bank shall promptly notify the Agent and the Agent shall promptly
notify each Participating Bank of such non-reimbursement or demand loan and
the amount thereof.  Upon receipt of such notice from the Agent, each
Participating Bank shall pay to the Issuing Bank, directly, an amount equal
to such Participating Bank's ratable portion (according to such Participating
Bank's Participation Percentage) of such unreimbursed amount or demand loan
paid or made by the Issuing Bank, plus interest on such amount at a rate per
annum equal to the Federal Funds Rate from the date of such payment by the
Issuing Bank to the date of payment to the Issuing Bank by such Participating
Bank.  All such payments by each Participating Bank shall be made in United
States dollars and in same day funds:

     (x)  not later than 2:45 P.M. (New York City time) on the day such
notice is received by such Participating Bank if such notice is received at
or prior to 12:30 P.M. (New York City time) on a Business Day; or

     (y)  not later than 12:00 Noon (New York City time) on the Business Day
next succeeding the day such notice is received by such Participating Bank,
if such notice is received after 12:30 P.M. (New York City time) on a
Business Day.

If a Participating Bank shall have paid to the Issuing Bank its ratable
portion of any unreimbursed amount or demand loan paid or made by the Issuing
Bank, together with all interest thereon required by the second sentence of
this subsection (b), such Participating Bank shall be entitled to receive its
ratable share of all interest paid by the Account Party in respect of such
unreimbursed amount or demand loan from the date paid or made by the Issuing
Bank.  If such Participating Bank shall have made such payment to the Issuing
Bank, but without all such interest thereon required by the second sentence
of this subsection (b), such Participating Bank shall be entitled to receive
its ratable share of the interest paid by the Account Party in respect of
such unreimbursed amount or demand loan only from the date it shall have paid
all interest required by the second sentence of this subsection (b).

     (c)  Each Participating Bank's obligation to make each payment to the
Issuing Bank, and the Issuing Bank's right to receive the same, shall be
absolute and unconditional and shall not be affected by any circumstance
whatsoever, including, without limitation, the foregoing or Section 4.06
hereof, or the occurrence or continuance of an Event of Default, or the non-
satisfaction of any condition precedent set forth in Sections 5.03 or 5.04
hereof, or the failure of any other Participating Bank to make any payment
under this Section 3.07.  Each Participating Bank further agrees that each
such payment shall be made without any offset, abatement, withholding or
reduction whatsoever.

     (d)  The failure of any Participating Bank to make any payment to the
Issuing Bank in accordance with subsection (b) above, shall not relieve any
other Participating Bank of its obligation to make payment, but neither the
Issuing Bank nor any Participating Bank shall be responsible for the failure
of any other Participating Bank to make such payment.  If any Participating
Bank shall fail to make any payment to the Issuing Bank in accordance with
subsection (b) above, then such Participating Bank shall pay to the Issuing
Bank forthwith on demand such corresponding amount together with interest
thereon, for each day until the date such amount is repaid to the Issuing
Bank at the Federal Funds Rate.  Nothing herein shall in any way limit, waive
or otherwise reduce any claims that any party hereto may have against any
non-performing Participating Bank.

     (e)  If any Participating Bank shall fail to make any payment to the
Issuing Bank in accordance with subsection (b) above, then, in addition to
other rights and remedies which the Issuing Bank may have, the Agent is
hereby authorized, at the request of the Issuing Bank, to withhold and to
apply the payment of such amounts owing to such Participating Bank to the
Issuing Bank and any related interest, that portion of any payment received
by the Agent that would otherwise be payable to such Participating Bank.  In
furtherance of the foregoing, if any Participating Bank shall fail to make
any payment to the Issuing Bank in accordance with subsection (b), above, and
such failure shall continue for five Business Days following written notice
of such failure from the Issuing Bank to such Participating Bank, the Issuing
Bank may acquire, or transfer to a third party in exchange for the sum or
sums due from such Participating Bank, such Participating Bank's interest in
the related unreimbursed amounts and demand loans and all other rights of
such Participating Bank hereunder in respect thereof, without, however,
relieving such Participating Bank from any liability for damages, costs and
expenses suffered by the Issuing Bank as a result of such failure.  The
purchaser of any such interest shall be deemed to have acquired an interest
senior to the interest of such Participating Bank and shall be entitled to
receive all subsequent payments which the Issuing Bank or the Agent would
otherwise have made hereunder to such Participating Bank in respect of such
interest.

ARTICLE IV
PAYMENTS

     SECTION 4.01   Payments and Computations.  (a)    The Account Party
shall make each payment hereunder (i) in the case of reimbursement
obligations pursuant to Section 3.01 hereof (excluding any portion thereof in
respect of which an Initial Advance is to be made), not later than 2:30 P.M.
(New York City time) on the day the related drawing under the Letter of
Credit is paid by the Issuing Bank, and (ii) in all other cases, not later
than 12:30 P.M. (New York City time) on the day when due, in each case in
lawful money of the United States of America to the Agent at its address
referred to in Section 10.02 hereof in immediately available funds.  The
Agent will promptly thereafter cause to be distributed like funds relating to
the payment of reimbursements, principal, interest, fees or other amounts
payable to the Issuing Bank and the Participating Banks to whom the same are
payable, ratably, at its address set forth in Section 10.02 hereof (in the
case of the Issuing Bank) or for the account of their respective Applicable
Lending Offices (in the case of the Participating Banks), in each case to be
applied in accordance with the terms of this Agreement.

     (b)  The Account Party hereby authorizes the Issuing Bank, and each
Participating Bank, if and to the extent payment owed to the Issuing Bank, or
such Participating Bank, as the case may be, is not made when due hereunder,
to charge from time to time against any or all of the Account Party's
accounts with the Issuing Bank or such Participating Bank, as the case may
be, any amount so due.

     (c)  All computations of interest based on the Alternate Base Rate when
based on CIBC's prime rate referred to in the definition of "Alternate Base
Rate" and all computations of fees and commissions hereunder shall be made by
the Agent on the basis of a year of 365 or 366 days, as the case may be.  All
other computations of interest hereunder (including computations of interest
based on the CD Rate, the Eurodollar Rate and the Federal Funds Rate
(including the Alternate Base Rate if and so long as such Rate is based on
the Federal Funds Rate), and of other amounts pursuant to Section 4.03
hereof, shall be made by the Agent or the party claiming such other amounts,
as the case may be, on the basis of a year of 360 days.  In each such case,
such computation shall be made for the actual number of days (including the
first day, but excluding the last day) occurring in the period for which such
interest, commissions or fees are payable.  Each such determination by the
Agent or a Participating Bank, as the case may be, shall be conclusive and
binding for all purposes, absent manifest error.

     (d)  Whenever any payment hereunder shall be stated to be due, or the
last day of an Interest Period hereunder shall be stated to occur, on a day
other than a Business Day, such payment shall be made and the last day of
such Interest Period shall occur on the next succeeding Business Day, and
such extension of time shall in such case be included in the computation of
payment of interest, commissions and fees hereunder; provided, however, that
if such extension would cause payment of interest on or principal of
Eurodollar Rate Advances to be made, or the last day of an Interest Period
for a Eurodollar Rate Advance to occur, in the next following calendar month,
such payment shall be made on the next preceding Business Day and such
reduction of time shall in such case be included in the computation of
payment of interest hereunder.

     (e)  Unless the Agent shall have received notice from the Account Party
prior to the date on which any payment is due to the Issuing Bank or the
Participating Banks hereunder that the Account Party will not make such
payment in full, the Agent may assume that the Account Party has made such
payment in full to the Agent on such date and the Agent may, in reliance upon
such assumption, cause to be distributed to the Issuing Bank and/or each
Participating Bank on such due date an amount equal to the amount then due
the Issuing Bank and/or such Participating Bank.  If and to the extent the
Account Party shall not have so made such payment in full to the Agent, the
Issuing Bank and/or each such Participating Bank shall repay to the Agent
forthwith on demand such amount distributed to the Issuing Bank and/or such
Participating Bank, together with interest thereon, for each day from the
date such amount is distributed to the Issuing Bank and/or such Participating
Bank until the date the Issuing Bank and/or such Participating Bank repays
such amount to the Agent, at the Federal Funds Rate.

     (f)  If, after the Agent has paid to the Issuing Bank or any
Participating Bank any amount pursuant to subsection (a) above, such payment
is rescinded or must otherwise be returned or must be paid over by the Agent
or the Issuing Bank to any Person, whether pursuant to any bankruptcy or
insolvency law, Section 4.04 hereof or otherwise, such Participating Bank
shall, at the request of the Agent or the Issuing Bank, promptly repay to the
Agent or the Issuing Bank, as the case may be, an amount equal to its ratable
share of such payment, together with any interest required to be paid by the
Agent or the Issuing Bank with respect to such payment.

     SECTION 4.02   Default Interest.  Any amounts payable hereunder that are
not paid when due shall (to the fullest extent permitted by law) bear
interest, from the date when due until paid in full, at the Default Rate,
payable on demand.

     SECTION 4.03   Yield Protection.  (a) Change in Circumstances. 
Notwithstanding any other provision herein, if after the date hereof, the
adoption of or any change in applicable law or regulation or in the
interpretation or administration thereof by any governmental authority
charged with the interpretation or administration thereof (whether or not
having the force of law) shall (i) change the basis of taxation of payments
to the Issuing Bank or any Participating Bank of the principal of or interest
on any Eurodollar Rate Advance or CD Rate Advance made by such Participating
Bank or any fees or other amounts payable hereunder (other than changes in
respect of taxes imposed on the overall net income of the Issuing Bank or
such Participating Bank, or its Applicable Lending Office, by the
jurisdiction in which the Issuing Bank or such Participating Bank has its
principal office or in which such Applicable Lending Office is located or by
any political subdivision or taxing authority therein), or (ii) shall impose,
modify or deem applicable any reserve, special deposit or similar requirement
against letters of credit (or participatory interests therein) issued by,
commitments or assets of, deposits with or for the account of, or credit
extended by, the Issuing Bank or such Participating Bank (excluding, in the
case of CD Rate Advances, any such requirement included in the CD Rate), or
(iii) shall impose on the Issuing Bank or such Participating Bank any other
condition affecting this Agreement, the Letter of Credit or participatory
interests therein or Eurodollar Rate Advances or CD Rate Advances, and the
result of any of the foregoing shall be (A) to increase the cost to the
Issuing Bank or such Participating Bank of issuing, maintaining or
participating in this Agreement or the Letter of Credit or of agreeing to
make, making or maintaining any Advance or (B) to reduce the amount of any
sum received or receivable by the Issuing Bank or such Participating Bank
hereunder (whether of principal, interest or otherwise), then the Account
Party will pay to the Issuing Bank or such Participating Bank, upon demand,
such additional amount or amounts as will compensate the Issuing Bank or such
Participating Bank for such additional costs incurred or reduction suffered.

     (b)  Capital.  If the Issuing Bank or any Participating Bank shall have
determined that the applicability of any law, rule, regulation or guideline
adopted pursuant to or arising out of the July 1988 report of the Basle
Committee on Banking Regulations and Supervisory Practices entitled
"International Convergence of Capital Measurement and Capital Standards", or
the adoption after the date hereof of any law, rule, regulation or guideline
regarding capital adequacy, or any change in any of the foregoing or in the
interpretation or administration of any of the foregoing by any governmental
authority, central bank or comparable agency charged with the interpretation
or administration thereof, or compliance by the Issuing Bank or any
Participating Bank (or any Applicable Lending Office of the Issuing Bank or
such Participating Bank), or any holding company of any such entity, with any
request or directive regarding capital adequacy (whether or not having the
force of law) of any such authority, central bank or comparable agency, has
or would have the effect (i) of reducing the rate of return on such entity's
capital or on the capital of such entity's holding company, if any, as a
consequence of this Agreement, the Letter of Credit or such entity's
participatory interest therein, any Commitment hereunder or the portion of
the Advances made by such entity pursuant hereto to a level below that which
such entity or such entity's holding company could have achieved, but for
such applicability, adoption, change or compliance (taking into consideration
such entity's policies and the policies of such entity's holding company with
respect to capital adequacy), or (ii) of increasing or otherwise determining
the amount of capital required or expected to be maintained by such entity or
such entity's holding company based upon the existence of this Agreement, the
Letter of Credit or such entity's participatory interest therein, any
Commitment hereunder, the portion of the Advances made by such entity
pursuant hereto and other similar such credits, participations, commitments,
agreements or assets, then from time to time the Account Party shall pay to
the Issuing Bank or such Participating Bank, upon demand, such additional
amount or amounts as will compensate such entity or such entity's holding
company for any such reduction or allocable capital cost suffered.

     (c)  Eurodollar Reserves.  The Account Party shall pay to each
Participating Bank upon demand, so long as such Participating Bank shall be
required under regulations of the Board of Governors of the Federal Reserve
System to maintain reserves with respect to liabilities or assets consisting
of or including Eurocurrency Liabilities, additional interest on the unpaid
principal amount of such Participating Bank's portion of each Eurodollar Rate
Advance, from the date of such Advance until such principal amount is paid in
full, at an interest rate per annum equal at all times to the remainder
obtained by subtracting (i) the rate described in clause (i) of the
definition of "Eurodollar Rate" for the Interest Period for such Advance from
(ii) the rate obtained by dividing such rate by a percentage equal to 100%
minus the Eurodollar Reserve Percentage of such Participating Bank for such
Interest Period.  Such additional interest shall be determined by such
Participating Bank and notified to the Account Party and the Issuing Bank.

     (d)  Breakage Indemnity.  The Account Party shall indemnify each
Participating Bank against any loss, cost or reasonable expense which such
Participating Bank may sustain or incur as a consequence of (i) any failure
by the Account Party to fulfill on the date of any Advance or Conversion
hereunder the applicable conditions set forth in Articles III and V, (ii) any
failure by the Account Party to Convert any Advance hereunder after
irrevocable notice of Conversion has been given pursuant to Section 3.04
hereof, (iii) any payment, prepayment or Conversion of a Eurodollar Rate
Advance or CD Rate Advance required or permitted by any other provision of
this Agreement or otherwise made or deemed made on a date other than the last
day of the Interest Period applicable thereto, (iv) any default in payment or
prepayment of the principal amount of any Advance or any part thereof or
interest accrued thereon, as and when due and payable (at the due date
thereof, by irrevocable notice of prepayment or otherwise) or (v) the
occurrence of any Event of Default, including, in each such case, any loss or
reasonable expense sustained or incurred or to be sustained or incurred in
liquidating or employing deposits from third parties acquired to effect or
maintain such Advance or any part thereof as a Eurodollar Rate Advance or CD
Rate Advance.  Such loss, cost or reasonable expense shall include an amount
equal to the excess, if any, as reasonably determined by such Participating
Bank, of (A) its cost of obtaining the funds for the Advance being paid,
prepaid, Converted or not borrowed (based on the Eurodollar Rate or CD Rate)
for the period from the date of such payment, prepayment, Conversion or
failure to borrow to the last day of the Interest Period for such Advance
(or, in the case of a failure to borrow, the Interest Period for such Advance
which would have commenced on the date of such failure) over (B) the amount
of interest (as reasonably determined by such Participating Bank) that would
be realized by such Participating Bank in reemploying the funds so paid,
prepaid, Converted or not borrowed for such period or Interest Period, as the
case may be.  For purposes of this subsection (d), it shall be presumed that
each Participating Bank shall have funded each such Advance with a fixed-rate
instrument bearing the rates and maturities designated in the determination
of the applicable interest rate for such Advance.

     (e)  Notices.  A certificate of the Issuing Bank or any Participating
Bank setting forth such entity's claim for compensation hereunder and the
amount necessary to compensate such entity or its holding company pursuant to
subsections (a) through (d) of this Section 4.03 shall be submitted to the
Account Party and the Issuing Bank and shall be conclusive and binding for
all purposes, absent manifest error.  The Account Party shall pay the Issuing
Bank or such Participating Bank directly the amount shown as due on any such
certificate within ten days after its receipt of the same.  The failure of
any entity to provide such notice or to make demand for payment under this
Section 4.03 shall not constitute a waiver of such Participating Bank's
rights hereunder; provided, that such entity shall not be entitled to demand
payment pursuant to subsections (a) through (d) of this Section 4.03 in
respect of any loss, cost, expense, reduction or reserve if such demand is
made more than one year following the later of such entity's incurrence or
sufferance thereof or such entity's actual knowledge of the event giving rise
to such entity's rights pursuant to such subsections.  The protection of this
Section 4.03 shall be available to the Issuing Bank and each Participating
Bank regardless of any possible contention of the invalidity or
inapplicability of the law, rule, regulation, guideline or other change or
condition which shall have occurred or been imposed.

     (f)  Change in Legality.  Notwithstanding any other provision herein, if
the adoption of or any change in any law or regulation or in the
interpretation or administration thereof by any governmental authority
charged with the administration or interpretation thereof shall make it
unlawful for any Participating Bank to make or maintain any Eurodollar Rate
Advance or to give effect to its obligations as contemplated hereby with
respect to any Eurodollar Rate Advance, then, by written notice to the
Account Party and the Issuing Bank, such Participating Bank may:

     (i)  declare that Eurodollar Rate Advances will not thereafter be made
by such Participating Bank hereunder, whereupon the right of the Account
Party to select Eurodollar Rate Advances for any Advance or Conversion shall
be forthwith suspended until such Participating Bank shall withdraw such
notice as provided hereinbelow or shall cease to be a Participating Bank
hereunder; and

     (ii) require that all outstanding Eurodollar Rate Advances be Converted
to Base Rate Advances, in which event all Eurodollar Rate Advances shall be
automatically Converted to Base Rate Advances as of the effective date of
such notice as provided hereinbelow.

Upon receipt of any such notice, the Agent shall promptly notify the
Participating Banks thereof.  Promptly upon becoming aware that the
circumstances that caused such Participating Bank to deliver such notice no
longer exist, such Participating Bank shall deliver notice thereof to the
Account Party and the Agent withdrawing such prior notice (but the failure to
do so shall impose no liability upon such Participating Bank).  Promptly upon
receipt of such withdrawing notice from such Participating Bank, the Agent
shall deliver notice thereof to the Account Party and the Participating Banks
and such suspension shall terminate.  Prior to any Participating Bank giving
notice to the Account Party under this subsection (f), such Participating
Bank shall use reasonable efforts to change the jurisdiction of its
Applicable Lending Office, if such change would avoid such unlawfulness and
would not, in the sole determination of such Participating Bank, be otherwise
disadvantageous to such Participating Bank.  Any notice to the Account Party
by any Participating Bank shall be effective as to each Eurodollar Rate
Advance on the last day of the Interest Period currently applicable to such
Eurodollar Rate Advance; provided that if such notice shall state that the
maintenance of such Advance until such last day would be unlawful, such
notice shall be effective on the date of receipt by the Account Party and the
Agent.

     (g)  Market Rate Disruptions.  If, (i) the Agent determines that an
adequate basis does not exist for the determination of the CD Rate for CD
Rate Advances, or the Eurodollar Rate for Eurodollar Rate Advances or (ii) if
the Majority Lenders shall notify the Agent that the Eurodollar Rate or CD
Rate, as the case may be, will not adequately reflect the cost to such
Majority Lenders of making, funding or maintaining their respective
Eurodollar Rate Advances or CD Rate Advances, the right of the Account Party
to select or receive or Convert into such Type of Advances shall be forthwith
suspended until the Agent shall notify the Account Party and the
Participating Banks that the circumstances causing such suspension no longer
exist, and until such notification from the Agent, each request for or
Conversion into such Type of Advance hereunder shall be deemed to be a
request for or Conversion into Base Rate Advances.

     SECTION 4.04   Sharing of Payments, Etc.  If any Participating Bank
shall obtain any payment (whether voluntary, involuntary, through the
exercise of any right of set-off, or otherwise, but excluding any proceeds
received by assignments or sales of participations in accordance with Section
10.06 hereof to a Person that is not an Affiliate of the Account Party) on
account of the Advances owing to it (other than pursuant to Section 4.03
hereof) in excess of its ratable share of payments on account of the Advances
obtained by all the Participating Banks, such Participating Bank shall
forthwith purchase from the other Participating Banks such participation in
the portions of the Advances owing to them as shall be necessary to cause
such purchasing Participating Bank to share the excess payment ratably with
each of them; provided, however, that if all or any portion of such excess
payment is thereafter recovered from such purchasing Participating Bank, such
purchase from each Participating Bank shall be rescinded and such
Participating Bank shall repay to the purchasing Participating Bank the
purchase price to the extent of such recovery together with an amount equal
to such Participating Bank's ratable share (according to the proportion of
(i) the amount of such Participating Bank's required repayment to (ii) the
total amount so recovered from the purchasing Participating Bank) of any
interest or other amount paid or payable by the purchasing Participating Bank
in respect of the total amount so recovered.  The Account Party agrees that
any Participating Bank so purchasing a participation from another
Participating Bank pursuant to this Section 4.04 may, to the fullest extent
permitted by law, exercise all its rights of payment (including the right of
set-off) with respect to such participation as fully as if such Participating
Bank were the direct creditor of the Account Party in the amount of such
participation. Notwithstanding the foregoing, if any Participating Bank shall
obtain any such excess payment involuntarily, such Participating Bank may, in
lieu of purchasing participation from the other Participating Banks in
accordance with this Section 4.04, on the date of receipt of such excess
payment, return such excess payment to the Agent for distribution in
accordance with Section 4.01(a) hereof.

     SECTION 4.05   Taxes.  (a) All payments by the Account Party hereunder
shall be made in accordance with Section 4.01, free and clear of and without
deduction for all present or future taxes, levies, imposts, deductions,
charges or withholdings, and all liabilities with respect thereto, excluding,
in the case of each Participating Bank and the Issuing Bank, taxes imposed on
its overall net income, and franchise taxes imposed on it, by the
jurisdiction under the laws of which such Participating Bank or the Issuing
Bank (as the case may be) is organized or any political subdivision thereof
and, in the case of each Participating Bank, taxes imposed on its overall net
income, and franchise taxes imposed on it, by the jurisdiction of such
Participating Bank's Applicable Lending Office or any political subdivision
thereof (all such non-excluded taxes, levies, imposts, deductions, charges,
withholdings and liabilities being hereinafter referred to as "Taxes").  If
the Account Party shall be required by law to deduct any Taxes from or in
respect of any sum payable hereunder to any Participating Bank or the Issuing
Bank, (i) the sum payable shall be increased as may be necessary so that
after making all required deductions (including deductions applicable to
additional sums payable under this Section 4.05) such Participating Bank or
the Issuing Bank (as the case may be) receives an amount equal to the sum it
would have received had no such deductions been made, (ii) the Account Party
shall make such deductions and (iii) the Account Party shall pay the full
amount deducted to the relevant taxation authority or other authority in
accordance with applicable law.

     (b)  In addition, the Account Party agrees to pay any present or future
stamp or documentary taxes or any other excise or property taxes, charges or
similar levies that arise from any payment made hereunder or from the
execution, delivery or registration of, or otherwise with respect to, this
Agreement (hereinafter referred to as "Other Taxes").

     (c)  The Account Party will indemnify each Participating Bank and the
Issuing Bank for the full amount of Taxes and Other Taxes (including, without
limitation, any Taxes and any Other Taxes imposed by any jurisdiction on
amounts payable under this Section 4.05) paid by such Participating Bank or
the Issuing Bank (as the case may be) and any liability (including penalties,
interest and expenses) arising therefrom or with respect thereto, whether or
not such Taxes or Other Taxes were correctly or legally asserted.  This
indemnification shall be made within 30 days from the date such Participating
Bank or the Issuing Bank (as the case may be) makes written demand therefor. 
If any Taxes or Other Taxes for which a Participating Bank or the Issuing
Bank has received payments from the Account Party hereunder shall be finally
determined to have been incorrectly or illegally asserted and are refunded to
such Participating Bank, such Participating Bank shall promptly forward to
the Account Party any such refunded amount.  The Account Party's, the Issuing
Bank's and each Participating Bank's obligations under this Section 4.05
shall survive the payment in full of the Advances.

     (d)  Within 30 days after the date of any payment of Taxes, the Account
Party will furnish to the Issuing Bank, at its address referred to in Section
10.02 hereof, the original or a certified copy of a receipt evidencing
payment thereof.

     (e)  Each Participating Bank not incorporated in the United States or a
jurisdiction within the United States shall, on or prior to the date it
becomes a Participating Bank hereunder, deliver to the Account Party and the
Issuing Bank such certificates, documents or other evidence, as required by
the Internal Revenue Code of 1986, as amended from time to time (the "Code"),
or treasury regulations issued pursuant thereto, including Internal Revenue
Service Form 4224 and any other certificate or statement of exemption
required by Treasury Regulation Section 1.1441-1(a) or Section 1.1441-6(c) or
any subsequent version thereof, properly completed and duly executed by such
Participating Bank establishing that it is (i) not subject to withholding
under the Code or (ii) totally exempt from United States of America tax under
a provision of an applicable tax treaty.  Each Participating Bank shall
promptly notify the Account Party and the Issuing Bank of any change in its
Applicable Lending Office and shall deliver to the Account Party and the
Issuing Bank together with such notice such certificates, documents or other
evidence referred to in the immediately preceding sentence.  Unless the
Account Party and the Issuing Bank have received forms or other documents
satisfactory to them indicating that payments hereunder are not subject to
United States of America withholding tax or are subject to such tax at a rate
reduced by an applicable tax treaty, the Account Party or the Issuing Bank
shall withhold taxes from such payments at the applicable statutory rate in
the case of payments to or for any Participating Bank organized under the
laws of a jurisdiction outside the United States of America.  Each
Participating Bank represents and warrants that each such form supplied by it
to the Issuing Bank and the Account Party pursuant to this Section 4.05, and
not superseded by another form supplied by it, is or will be, as the case may
be, complete and accurate.

     (f)  Any Participating Bank claiming any additional amounts payable
pursuant to this Section 4.05 shall use reasonable efforts (consistent with
legal and regulatory restrictions) to file any certificate or document
requested by the Account Party or to change the jurisdiction of its
Applicable Lending Office if the making of such a filing or change would
avoid the need for or reduce the amount of any such additional amounts which
may thereafter accrue and would not, in the sole determination of such
Participating Bank, be otherwise disadvantageous to such Participating Bank.

     SECTION 4.06   Obligations Absolute.  The obligations of the Account
Party under this Agreement shall be unconditional and irrevocable, and shall
be paid strictly in accordance with the terms of this Agreement (as the same
may be amended from time to time) under all circumstances, including, without
limitation, the following circumstances:

     (i)  any lack of validity or enforceability of this Agreement or any of
the Security Documents or Related Documents or any document or agreement
delivered in connection therewith;

     (ii) any change in the time, manner or place of payment of, or in any
other term of, all or any of the obligations of the Account Party in respect
of the Letter of Credit or any other amendment or waiver of or any consent to
departure from all or any of the Loan Documents or the Related Documents or
any document or agreement delivered in connection therewith;

     (iii)     the existence of any claim, set-off, defense or other right
which the Account Party may have at any time against the Paying Agent, the
Trustee or any other beneficiary, or any transferee, of the Letter of Credit
(or any persons or entities for whom the Paying Agent, the Trustee, any such
beneficiary or any such transferee may be acting), the Agent, the Issuing
Bank, or any other person or entity, whether in connection with this
Agreement, the transactions contemplated in any of the Loan Documents or the
Related Documents, or any unrelated transaction;

     (iv) any statement or any other document presented under the Letter of
Credit proving to be forged, fraudulent, invalid or insufficient in any
respect or any statement therein being untrue or inaccurate in any respect,
except to the extent that a court of competent jurisdiction shall determine
that the Issuing Bank shall have engaged in gross negligence or willful
misconduct with respect thereto;

     (v)  payment by the Issuing Bank under the Letter of Credit against
presentation of a draft or certificate which does not comply with the terms
of the Letter of Credit, except to the extent that a court of competent
jurisdiction shall determine that the Issuing Bank shall have engaged in
gross negligence or willful misconduct with respect thereto;

     (vi) any exchange of, release of or non-perfection of any interest in
any collateral, or any release or amendment or waiver of or consent to
departure from any guarantee, for all or any of the obligations of the
Account Party in respect of the Letter of Credit; or

     (vii)     any other circumstance or happening whatsoever, whether or not
similar to any of the foregoing.

     SECTION 4.07   Evidence of Indebtedness.  The Issuing Bank and each
Participating Bank shall maintain, in accordance with their usual practice,
an account or accounts evidencing the indebtedness of the Account Party
resulting from each drawing under the Letter of Credit (in the case of the
Issuing Bank) and from each Advance (in the case of each Participating Bank)
made from time to time hereunder and the amounts of principal and interest
payable and paid from time to time hereunder.  In any legal action or
proceeding in respect of this Agreement, the entries made in such account or
accounts shall, in the absence of manifest error, be conclusive evidence of
the existence and amounts of the obligations of the Account Party therein
recorded.

ARTICLE V

CONDITIONS PRECEDENT

     SECTION 5.01   Conditions Precedent to the Issuance of the Letter of
Credit.  The obligation of the Issuing Bank to issue the Letter of Credit and
of each Participating Bank to make the Advances to be made by it is subject
to the fulfillment of the conditions precedent that the Agent shall have
received on or before the day of such issuance the following, each dated such
day (except where specified otherwise below), in form and  substance
satisfactory to each Participating Bank (except where specified otherwise
below) and in sufficient copies for each Participating Bank:

     (a)  Agreements:

     (i)  Counterparts of this Agreement, duly executed and delivered by the
Account Party, the Agent, the Issuing Bank and each Participating Bank listed
on the signature pages hereto.

     (ii) Counterparts of the Pledge Agreement, duly executed by the Account
Party, the Agent and the Issuing Bank.

     (iii)     Executed copies (or duplicate copies thereof certified as of
the Closing Date by the Account Party in a manner satisfactory to the Agent
to be a true copy) of the Indenture, duly executed by the parties thereto.

     (b)  Corporate Matters:

     (i)  A certificate of the Secretary of the Account Party certifying that
attached thereto are (A) a true and correct listing of the documents
comprising the Articles of Incorporation of the Account Party and a true and
correct copy of the By-laws of the Account Party, in each case as in effect
on the Closing Date and (B) true and correct copies of the resolutions of the
Board of Directors of the Account Party approving, if and to the extent
necessary, this Agreement, the other Loan Documents, the Related Documents to
which it is a party and the other documents to be delivered by or on behalf
of the Account Party hereunder and thereunder, and of all documents
evidencing other necessary corporate action, if any, with respect to the
execution, delivery and performance by or on behalf of the Account Party of
this Agreement, the other Loan Documents and such Related Documents and
certifying that such resolutions and other corporate actions, if any, are in
full force and effect and have not been revoked, rescinded or modified.

     (ii) A certificate of the Secretary of the Account Party certifying the
names and true signatures of the officers of the Account Party authorized to
sign this Agreement, the other Loan Documents, the Related Documents to which
it is a party and the other documents to be delivered hereunder and
thereunder.

     (c)  Governmental Approvals:

     (i)  A certificate of a duly authorized officer of the Account Party
certifying that attached thereto are true and correct copies of all
Governmental Approvals referred to in clause (i) of the definition of
"Governmental Approval" required to be obtained or made by the Company.

     (d)  Financial, Accounting and Compliance Matters:

     (i)  A certificate signed by the Treasurer or Assistant Treasurer of the
Account Party, certifying as to the absence of any material adverse change in
the financial condition, operations, properties or prospects of the Account
Party since December 31, 1991.

     (ii) A certificate signed by the Chief Financial Officer, Treasurer or
Assistant Treasurer of NU, certifying as to the absence of any material
adverse change in the financial condition, operations, properties or
prospects of NU since December 31, 1991.

     (iii)     A certificate of a duly authorized officer of the Account
Party to the effect that:

     (A)  the representations and warranties contained in Section 6.01 are
correct in all material respects on and as of the Closing Date before and
after giving effect to the issuance of the Letter of Credit; and 

     (B)  no event has occurred and is continuing which constitutes an Event
of Default or Unmatured Default, or would result from the issuance of the
Letter of Credit.

     (e)  Relating to the Issuance of the Bonds:

     (i)  An executed copy (or a duplicate copy thereof certified by the
Account Party in a manner satisfactory to the Agent to be a true copy) of the
Remarketing Agreement, duly executed by the Remarketing Agent and the Account
Party.

     (ii) An executed copy (or a duplicate copy thereof certified by the
Account Party in a manner satisfactory to the Agent to be a true copy) of the
Purchase Contract, duly executed by Goldman, Sachs & Co., the Issuer and the
Account Party.

     (iii)     A letter from Palmer & Dodge, counsel to the Issuer, addressed
to the Agent, the Issuing Bank and the Participating Banks and stating
therein that the Agent, the Issuing Bank and the Participating Banks may rely
on the opinion of such firm in the form of Exhibit H to the Purchase Contract
and delivered pursuant to Section 14(i)(2)(G) of the Purchase Contract,
together with copies of such opinion.

     (iv) A letter from Palmer & Dodge, Bond Counsel, addressed to the Agent,
the Issuing Bank and the Participating Banks and stating therein that the
Agent, the Issuing Bank and the Participating Banks may rely on the opinion
of such firm in the form of Appendix C to the Purchase Contract and delivered
pursuant to Section 14(i)(2)(H) of the Purchase Contract, together with a
copy of such opinion.

     (v)  Copies of the Preliminary Official Statement and Official Statement
used in connection with the offering and remarketing of the Bonds, and any
amendments, supplements or "stickers" thereto.

     (vi) Copies of the Issuer Resolution, and, to the extent not otherwise
referenced in this Section 5.01(e), of all other agreements, documents,
certificates and opinions delivered in connection with the issuance of the
Bonds.

     (f)  Opinions of Counsel:

     Favorable opinions of:

     (i)  Day, Berry & Howard, counsel to the Account Party, in substantially
the form of Exhibit 5.01A and as to such other matters as the Majority
Lenders, through the Agent, may reasonably request; and

     (ii) King & Spalding, special New York counsel to the Agent and the
Issuing Bank, in substantially the form of Exhibit 5.01B.

     (g)  Miscellaneous:

     (i)  Letters from S&P and Moody's to the effect that the Bonds have been
rated A-1+ and VMIG-1, respectively, such letters to be in form and substance
satisfactory to the Issuing Bank.

     (ii) Such other approvals, opinions and documents as the Majority
Lenders, through the Issuing Bank, may reasonably request as to the legality,
validity, binding effect or enforceability of the Loan Documents or the
financial condition, properties, operations or prospects of the Account
Party.

     SECTION 5.02   Additional Conditions Precedent to the Issuance of the
Letter of Credit.  The obligation of the Issuing Bank to issue the Letter of
Credit and of each Participating Bank to make the Advances to be made by it
shall be subject to the further conditions precedent that, on the date of the
issuance of the Letter of Credit:

     (a)  the representations and warranties contained in Section 6.01 shall
be correct in all material respects on and as of the Closing Date before and
after giving effect to the issuance of the Letter of Credit;

     (b)  no event shall have occurred and be continuing which constitutes an
Event of Default or Unmatured Default, or would result from the issuance of
the Letter of Credit; and

     (c)  The Account Party shall have paid all fees under or referenced in
Section 2.03 hereof, to the extent then due and payable.

     SECTION 5.03   Conditions Precedent to Initial Advances and Conversions
of Advances.  The obligation of each Participating Bank to make any Initial
Advance or to Convert any Term Advance shall be subject to the conditions
precedent that, on the date of such Initial Advance or Conversion, the
following statements shall be true:

     (a)  the representations and warranties contained in Section 6.01 of
this Agreement (other than the last sentence of subsection (f) and clause
(ii) of subsection (g) thereof) are true and correct on and as of the date of
such Initial Advance or Conversion, before and after giving effect to such
Initial Advance or Conversion and to the application of the proceeds (if any)
therefrom, as though made on and as of such date; and

     (b)  no event has occurred and is continuing which constitutes an Event
of Default.

Unless the Account Party shall have previously advised the Agent in writing
that one or more of the statements contained in subsections (a) and (b) of
this Section 5.03 is no longer true, the Account Party shall be deemed to
have represented and warranted, on and as of the date of any Initial Advance
or Conversion, that the above statements are true.

     SECTION 5.04   Conditions Precedent to Term Advances.  The obligation of
each Participating Bank to make any Term Advance shall be subject to the
conditions precedent that, on the date of such Term Advance the following
statements shall be true:

     (a)  the representations and warranties contained in Section 6.01 of
this Agreement (including the last sentence of subsection (f) and clause (ii)
of subsection (g) thereof) are true and correct on and as of the date of such
Term Advance, before and after giving effect to such Term Advance and to the
application of the proceeds therefrom,  as though made on and as of such
date; and

     (b)  no event has occurred and is continuing which constitutes an Event
of Default or an Unmatured Default.

Unless the Account Party shall have previously advised the Agent in writing
that one or more of the statements contained in subsections (a) and (b) of
this Section 5.04 is no longer true, the Account Party shall be deemed to
have represented and warranted, on and as of the date of any Term Advance,
that the above statements are true.

     SECTION 5.05   Reliance on Certificates.  The Agent, the Issuing Bank
and the Participating Banks shall be entitled to rely conclusively upon the
certificates delivered from time to time by officers of the Account Party, NU
and the other parties to the Loan Documents and Related Documents as to the
names, incumbency, authority and signatures of the respective persons named
therein until such time as the Agent may receive a replacement certificate,
in form acceptable to the Agent, from an officer of such Person identified to
the Agent as having authority to deliver such certificate, setting forth the
names and true signatures of the officers and other representatives of such
Person thereafter authorized to act on behalf of such Person.

ARTICLE VI

REPRESENTATIONS AND WARRANTIES

     SECTION 6.01   Representations and Warranties of the Account Party.  The
Account Party represents and warrants as follows:

     (a)  Each of the Account Party and its Principal Subsidiaries is a
corporation duly organized, validly existing and in good standing under the
laws of the jurisdiction of its organization, has the requisite corporate
power and authority to own its property and assets and to carry on its
business as now conducted and is qualified to do business in every
jurisdiction where, because of the nature of its business or property, such
qualification is required, except where the failure so to qualify would not
have a material adverse effect on the financial condition, properties,
prospects or operations of the Account Party or of the Account Party and its
Principal Subsidiaries taken as a whole.  The Account Party has the corporate
power to execute, deliver and perform its obligations under this Agreement,
each other Loan Document and each Related Document to which it will be a
party.

     (b)  The execution, delivery and performance by the Account Party of
each Loan Document and Related Document to which it is a party are within the
Account Party's corporate powers, have been duly authorized by all necessary
corporate action, and do not and will not contravene (i) the Account Party's
charter or by-laws or any law or legal restriction or (ii) any contractual
restriction binding on or affecting the Account Party or its properties or
any of its Principal Subsidiaries or its properties.

     (b)  Each of the Account Party and its Principal Subsidiaries is not in
violation of any law, or in default with respect to any judgment, writ,
injunction, decree, rule or regulation of any court or governmental agency or
instrumentality, where such violation or default would have a material
adverse effect on the financial condition, properties, prospects or
operations of the Account Party or of the Account Party and its Principal
Subsidiaries taken as a whole.

     (c)  All Governmental Approvals referred to in clause (i) in the
definition of "Governmental Approvals" have been duly obtained or made, and
all applicable periods of time for review, rehearing or appeal with respect
thereto have expired, except as described below.  If the period for appeal of
the order of the Securities and Exchange Commission approving the
transactions contemplated hereby has not expired, the filing of an appeal of
such order will not affect the validity of said transactions, unless such
order has been otherwise stayed or any of the parties hereto has actual
knowledge that any of such transactions constitutes a violation of the Public
Utility Holding Company Act of 1935 or any rule or regulation thereunder.  No
such stay exists and the Account Party has no reason to believe that any of
such transactions constitutes any such violation.  If the period for appeal
of the decision of the Connecticut Department of Public Utility Control (the
"CDPUC") approving the transactions contemplated hereby has not expired, the
filing of an appeal of such decision will not affect the validity of said
transactions, unless operation of such decision has been stayed or suspended
by the CDPUC or a reviewing court prior to the consummation of such
transactions.  No such stay or suspension exists.  No representation or
warranty is made concerning the applicable periods of time for review,
rehearing or appeal with respect to Governmental Approvals of the Issuer or
the Governor and Executive Council of the State of New Hampshire in
connection with the issuance of the Bonds.  The Account Party and each of its
Principal Subsidiaries have obtained or made all Governmental Approvals
referred to in clause (ii) of the definition of "Governmental Approvals",
except (i) those which are not yet required but which are obtainable in the
ordinary course of business as and when required, (ii) those the absence of
which would not materially adversely affect the financial condition,
properties, prospects or operations of the Account Party or any Principal
Subsidiary and (iii) those which the Account Party is diligently attempting
in good faith to obtain, renew or extend, or the requirement for which the
Account Party is contesting in good faith by appropriate proceedings or by
other appropriate means; in each case described in the foregoing clause
(iii), such attempt or contest, and any delay resulting therefrom, is not
reasonably expected to have a material adverse effect on the financial
condition, properties, prospects or operations of the Account Party or any
Principal Subsidiary or to magnify to any significant degree any such
material adverse effect that would reasonably be expected to result from the
absence of such Governmental Approval.

     (e)  This Agreement, each other Loan Document and each Related Document
to which the Account Party is a party have been duly executed and delivered
by or on behalf of the Account Party and are legal, valid and binding
obligations of the Account Party enforceable against the Account Party in
accordance with their respective terms; subject to the qualifications,
however, that the enforcement of the rights and remedies herein and therein
is subject to bankruptcy and other similar laws of general application
affecting rights and remedies of creditors and the application of general
principles of equity (regardless of whether considered in a proceeding in
equity or at law) and that indemnification against violations of securities
and similar laws may be subject to matters of public policy.

     (f)  (i)  The audited balance sheet of the Account Party as at December
31, 1991, and the audited statements of income and cash flows of the Account
Party for the fiscal year then ended as set forth in the Account Party's
Annual Report on Form 10-K for such fiscal year and (ii) the unaudited
balance sheet of the Account Party as at September 30, 1992 and the unaudited
statements of income and cash flows of the Account Party for the nine-month
period then ended as set forth in the Account Party's Quarterly Report on
Form 10-Q for the period then ended, fairly present in all material respects
the financial condition and results of operations of the Account Party at and
for the respective periods ended on such dates, and have been prepared in
accordance with generally accepted accounting principles consistently
applied.  Since June 30, 1992, there has been no material adverse change in
the financial condition, operations, properties or prospects of the Account
Party and its Subsidiaries, if any, taken as a whole.

     (g)  There is no pending or known threatened action or proceeding
(including, without limitation, any action or proceeding relating to any
environmental protection laws or regulations) affecting the Account Party or
its properties, or any of its Principal Subsidiaries or its properties,
before any court, governmental agency or arbitrator (i) which affects or
purports to affect the legality, validity or enforceability of the Loan
Documents or the Related Documents or any of them or (ii) as to which there
is a reasonable possibility of an adverse determination and which, if
adversely determined, would materially adversely affect the financial
condition, properties, prospects or operations of the Account Party and its
Principal Subsidiaries taken as a whole; except, (A) for purposes of clause
(i) only, such as is described under "Litigation" in the Official Statement
used in connection with the offering and remarketing of the Bonds and (B) for
purposes of clause (ii) only, such as is described in the Account Party's
Annual Report on Form 10-K for the fiscal year ended December 31, 1991, in
the Account Party's Quarterly Reports on Form 10-Q for the periods ended
March 31, June 30 or September 30, 1992, or in the Account party's Current
Report on Form 8-K, dated January 29, 1992 or in Schedule II hereto.

     (h)  No ERISA Plan Termination Event has occurred nor is reasonably
expected to occur with respect to any ERISA Plan which would materially
adversely affect the financial condition, properties, prospects or operations
of the Account Party and its Subsidiaries taken as a whole, except as
disclosed to and consented to in writing by the Majority Lenders.  Since the
date of the most recent Schedule B (Actuarial Information) to the annual
report of each such ERISA Plan (Form 5500 Series), there has been no material
adverse change in the funding status of the ERISA Plans referred to therein,
and no "prohibited transaction" has occurred with respect thereto that,
singly or in the aggregate with all other "prohibited transactions" and after
giving effect to all likely consequences thereof, would be reasonably
expected to have a material adverse effect on the financial condition,
properties, prospects or operations of the Account Party and its Subsidiaries
taken as a whole.  Neither the Account Party nor any of its ERISA Affiliates
has incurred nor reasonably expects to incur any material withdrawal
liability under ERISA to any ERISA Multiemployer Plan, except as disclosed to
and consented to in writing by the Majority Lenders.

     (i)  The Account Party or one of its Principal Subsidiaries has good and
marketable title (or, in the case of personal property, valid title) or valid
leasehold interests in the electric generating plants of which it is named as
"owner" in Item 2 of the Account Party's Annual Report on Form 10-K for the
fiscal year ended December 31, 1991 under the caption "System Generating
Plants", except for minor defects in title that do not interfere with the
ability of the Account Party or any of its Principal Subsidiaries to conduct
its business as now conducted.  All such assets and properties are free and
clear of any Lien, other than Liens permitted under Section 7.02(a) hereof.

     (j)  All outstanding shares of capital stock having ordinary voting
power for the election of directors of the Account Party have been validly
issued, are fully paid and nonassessable and are owned beneficially by NU,
free and clear of any Lien.  NU is a "holding company" (as defined in the
Public Utility Holding Company Act of 1935, as amended).

     (k)  The Account Party and each of its Principal Subsidiaries has filed
all tax returns (Federal, state and local) required to be filed and paid
taxes shown thereon to be due, including interest and penalties, or, to the
extent the Account Party or any of its Principal Subsidiaries is contesting
in good faith an assertion of liability based on such returns, has provided
adequate reserves in accordance with generally accepted accounting principles
for payment thereof.

     (l)  No exhibit, schedule, report or other written information provided
by or on behalf of the Account Party or its agents to the Agent, the Issuing
Bank or the Participating Banks in connection with the negotiation, execution
and closing of this Agreement, the other Loan Documents or the Related
Documents knowingly contained when made any material misstatement of fact or
knowingly omitted to state any material fact necessary to make the statements
contained therein not misleading in light of the circumstances under which
they were made.

     (m)  No proceeds of any Advance will be used in violation of, or in any
manner that would result in a violation by any party hereto of, Regulations
G, T, U or X promulgated by the Board of Governors of the Federal Reserve
System or any successor regulations.  The Account Party (A) is not an
"investment company" within the meaning ascribed to that term in the
Investment Company Act of 1940 and (B) is not engaged in the business of
extending credit for the purpose of buying or carrying margin stock.

ARTICLE VII

COVENANTS OF THE ACCOUNT PARTY

     SECTION 7.01   Affirmative Covenants.  So long as any amounts shall
remain available to be drawn under the Letter of Credit or any Advance or
other amounts shall remain unpaid hereunder or any Participating Bank shall
have any Commitment, the Account Party will, unless the Majority Lenders
shall otherwise consent in writing:

     (a)  Use of Proceeds.  Apply all proceeds of each Advance solely as
specified in Section 3.02 and Section 6.01(m) hereof.

     (b)  Payment of Taxes, Etc.  Pay and discharge before the same shall
become delinquent, and cause each of its Principal Subsidiaries to pay and
discharge before the same shall become delinquent, all taxes, assessments and
governmental charges, royalties or levies imposed upon it or upon its
property except to the extent the Account Party or any of its Principal
Subsidiaries is contesting the same in good faith by appropriate proceedings
and has set aside adequate reserves in accordance with generally accepted
accounting principles for the payment thereof.

     (c)  Maintenance of Insurance.  Maintain, or cause to be maintained,
insurance (including appropriate plans of self-insurance) covering the
Account Party, its Principal Subsidiaries and their respective properties, in
effect at all times in such amounts and covering such risks as may be
required by law and in addition as is usually carried by companies engaged in
similar businesses and owning similar properties.

     (d)  Preservation of Existence, Etc.  Subject at all times to Section
7.02(b) hereof, preserve and maintain, and cause each of its Principal
Subsidiaries to preserve and maintain, its existence, corporate or otherwise,
material rights (statutory and otherwise) and franchises except for such
rights and franchises which do not materially adversely affect the financial
condition, properties, prospects or operations of the Account Party or any of
its Principal Subsidiaries.

     (e)  Compliance with Laws, Etc.  Comply, and cause each of its Principal
Subsidiaries to comply, in all material respects with the requirements of all
applicable laws, rules, regulations and orders of any governmental authority,
including, without limitation, any such laws, rules, regulations and orders
issued by the Securities and Exchange Commission or relating to zoning,
environmental protection, use and disposal of Hazardous Substances, land use,
construction and building restrictions, ERISA and employee safety and health
matters relating to business operations, except to the extent (i) that the
Account Party or any of its Principal Subsidiaries is contesting the same in
good faith by appropriate proceedings or (ii) that any such non-compliance,
and the enforcement or correction thereof, would not materially adversely
affect the financial condition, properties, prospects or operations of the
Account Party or any of its Principal Subsidiaries.

     (f)  Inspection Rights.  At any time and from time to time upon
reasonable notice, permit the Issuing Bank and its agents and representatives
to examine the records and books of account of, and the properties of, the
Account Party and any of its Principal Subsidiaries.

     (g)  Keeping of Books.  Keep proper records and books of account, in
which full and correct entries shall be made of all financial transactions of
the Account Party and its Principal Subsidiaries and the assets and business
of the Account Party and its Principal Subsidiaries, in accordance with
generally accepted accounting practices consistently applied.

     (h)  Conduct of Business.  Conduct its primary business, and cause each
of its Principal Subsidiaries to conduct its primary business, in
substantially the same manner and in substantially the same fields as such
business is conducted on the Closing Date.

     (i)  Maintenance of Properties, Etc.  (i) As to properties of the type
described in Section 6.01(i) hereof, subject at all times to Section 7.02(b)
hereof, maintain, and cause its Principal Subsidiaries to maintain, title of
the quality described therein; and (ii) preserve, maintain, develop, and
operate, and cause its Principal Subsidiaries to preserve, maintain, develop
and operate, in substantial conformity with all laws, material contractual
obligations and prudent practices prevailing in the industry, all of its
properties which are used or useful in the conduct of its or its Principal
Subsidiaries' respective businesses in good working order and condition,
ordinary wear and tear excepted, except to the extent such non-conformity
would not materially adversely affect the financial condition, properties,
prospects or operations of the Account Party or any of its Principal
Subsidiaries; provided, however, that the Account Party or any Principal
Subsidiary will not be prevented from discontinuing the operation and
maintenance of any such properties if such discontinuance is, in the judgment
of the Account Party or such Principal Subsidiary, desirable in the operation
or maintenance of its business and would not materially adversely affect the
financial condition, properties, prospects or operations of the Account Party
or such Principal Subsidiary.

     (j)  Governmental Approvals.  Duly obtain, and cause each of its
Principal Subsidiaries to duly obtain, on or prior to such date as the same
may become legally required, and thereafter maintain in effect at all times,
all Governmental Approvals on its or such Principal Subsidiary's part to be
obtained, except with respect to those Governmental Approvals referred to in
clause (ii) of the definition of "Governmental Approvals", (i) those the
absence of which would not materially adversely affect the financial
condition, properties, prospects or operations of the Account Party or any
Principal Subsidiary and (ii) those which the Account Party is diligently
attempting in good faith to obtain, renew or extend, or the requirement for
which the Account Party is contesting in good faith by appropriate
proceedings or by other appropriate means; provided, however, that the
exception afforded by clause (ii), above, shall be available only if and for
so long as such attempt or contest, and any delay resulting therefrom, does
not have a material adverse effect on the financial condition, properties,
prospects or operations of the Account Party or any Principal Subsidiary and
does not magnify to any significant degree any such material adverse effect
that would reasonably be expected to result from the absence of such
Governmental Approval.

     (k)  Consolidated Common Equity to Consolidated Capitalization Ratio. 
Maintain at all times a ratio of Consolidated Common Equity to Consolidated
Capitalization of not less than 0.30:1.00.

     (l)  Further Assurances.  Promptly execute and deliver all further
instruments and documents, and take all further action, that may be necessary
or that any Participating Bank through the Issuing Bank may reasonably
request in order to fully give effect to the interests and properties
purported to be covered by the Security Documents.

     (m)  Related Documents.  Perform and comply in all material respects
with each of the provisions of each Related Document to which it is a party.

     SECTION 7.02   Negative Covenants.  So long as any amount shall remain
available to be drawn under the Letter of Credit or any Advance or other
amounts shall remain unpaid hereunder or any Participating Bank shall have
any Commitment, the Account Party will not, without the written consent of
the Majority Lenders:

     (a)  Liens, Etc.  Create, incur, assume or suffer to exist any lien,
security interest, or other charge or encumbrance (including the lien or
retained security title of a conditional vendor) of any kind, or any other
type of preferential arrangement the intent or effect of which is to assure a
creditor against loss or to prefer one creditor over another creditor upon or
with respect to any of its properties or assets (any of the foregoing being
referred to herein as a "Lien"), excluding, however, from the operation of
the foregoing restrictions the Liens created or perfected under or in
connection with the Pledge Agreement, and the following, whether now existing
or hereafter created or perfected:

     (i)  Liens created by (A) the Indenture of Mortgage and Deed of Trust
dated as of May 1, 1921, from the Account Party to Bankers Trust Company, as
Trustee, as amended and supplemented (the "CL&P Indenture"), or (B) the First
Mortgage Indenture and Deed of Trust dated as of January 1, 1958, from the
Hartford Electric Light Company ("HELCO") to the First National Bank of
Boston, as Successor Trustee, as amended and supplemented (the "HELCO
Indenture");

     (ii) Liens on the Account Party's interest in the Millstone Unit No. 1,
Millstone Unit No. 2 or Millstone Unit No. 3 nuclear generating units in
Waterford, Connecticut, or nuclear fuel for any or all nuclear units in which
the Account Party has an interest (including, without limitation, Millstone
Unit No. 1, Millstone Unit No. 2 and Millstone Unit No. 3);

     (iii)     "Permitted Liens" or "Permitted Encumbrances" under the CL&P
Indenture or the HELCO Indenture;

     (iv) any Lien on assets of any of its Subsidiaries created or assumed to
secure Debt owing by any of its Subsidiaries to the Account Party or to any
wholly-owned Subsidiary of the Account Party;

     (v)  any purchase money Lien or construction mortgage on assets
hereafter acquired or constructed by the Account Party or any of its
Subsidiaries and any Lien on any assets existing at the time of acquisition
thereof by the Account Party or any of its Subsidiaries, or created within
180 days from the date of completion of such acquisition or construction;
provided that such Lien shall at all times be confined solely to the assets
so acquired or constructed and any additions thereto;

     (vi) any existing Liens on assets now owned by the Account Party or any
of its Subsidiaries; Liens on assets or stock of any class of, or any
partnership or joint venture interest in, any of its Subsidiaries existing at
the time it becomes a Subsidiary of the Account Party, and liens existing on
assets of a corporation or other going concern when it is merged into or with
the Account Party or a Subsidiary of the Account Party, or when substantially
all of its assets are acquired by the Account Party or a Subsidiary of the
Account Party; provided that such Liens shall at all times be confined solely
to such assets, or if such assets constitute a utility system, additions to
or substitutions for such assets;

     (vii)     Liens resulting from legal proceedings being contested in good
faith by appropriate legal or administrative proceedings by the Account Party
or any of its Subsidiaries, and as to which the Account Party or any of its
Subsidiaries, as the case may be, to the extent required by generally
accepted accounting principles applied on a consistent basis, shall have set
aside on its books adequate reserves;

     (viii)    Liens created in favor of the other contracting party in
connection with advance or progress payments;

     (ix) any Liens in favor of any state of the United States or any
political subdivision of any such state, or any agency of any such state or
political subdivisions, or trustee acting on behalf of holders of obligations
issued by any of the foregoing or any financial institutions lending to or
purchasing obligations of any of the foregoing, which Lien is created or
assumed for the purpose of financing all or part of the cost of acquiring or
constructing the property subject thereto;

     (x)  Liens resulting from conditional sale agreements, capital leases or
other title retention agreements;

     (xi) Liens on property of the Account Party or any of its Subsidiaries
related to the financing of pollution control facilities;

     (xii)     Liens on accounts receivable and power contracts resulting
from financing transactions;

     (xiii)    any other Liens incurred in the ordinary course of business
otherwise than to secure Debt; and 

     (xiv)     any extension, renewal or replacement of Liens permitted by
clauses (i) through (vi) and (viii) through (xiii); provided, however, that
the principal amount of Debt secured thereby shall not, at the time of such
extension, renewal or replacement, exceed the principal amount of Debt so
secured and that such extension, renewal or replacement shall be limited to
all or a part of the property which secured the Lien so extended, renewed or
replaced;

     (b)  Mergers, and Sales of Assets, Etc.  Merge with or into or
consolidate with or into, any person, or permit any of its Subsidiaries to be
a party to, any merger or consolidation, or purchase or otherwise acquire all
or substantially all of the assets or stock of any class of, or any
partnership or joint venture interest in, any other person or entity, or
sell, transfer, convey or lease all or any substantial part of its assets
(other than sales, transfers or conveyances of receivables and power
contracts), except for, and then only after receipt of all necessary
corporate and governmental or regulatory approvals and provided, that, before
and after giving effect to any such merger, consolidation, purchase,
acquisition, sale, transfer, conveyance or lease, no Event of Default or
Unmatured Default shall have occurred and be continuing:

     (i)  any such merger or consolidation, sale, transfer, conveyance, lease
or assignment of or by any wholly-owned Subsidiary of the Account Party into
the Account Party or into, with or to any other wholly-owned Subsidiary of
the Account Party and any such purchase or other acquisition by the Account
Party or any wholly-owned Subsidiary of the Account Party of the assets or
stock of any wholly-owned Subsidiary of the Account Party;

     (ii) any such sale of assets (other than stock) which comprise all or
any part of its interest in a nuclear power generating plant (whether
completed or under construction);

     (iii)     any such merger or consolidation of the Account Party with or
into another wholly-owned Subsidiary of NU and/or a Regulatory Transaction
Entity and/or an entity owning a cogeneration or independent power project,
pursuant to "step-in" or similar rights granted pursuant to a pre-existing
power purchase contract, if (but only if): (A) the successor or surviving
corporation, if not the Account Party, shall have assumed or succeeded to all
of the liabilities of the Account Party (including the liabilities of the
Account Party under this Agreement), and (B) the Agent shall have received
the favorable written opinion of counsel to the Account Party, in form and
substance satisfactory to the Agent and the Majority Lenders, to the effect
of the foregoing subclause (A); provided, however, in the event of a merger
or consolidation with a Regulatory Transaction Entity, if the purchase price
plus the amount of any liabilities assumed in connection with such merger or
consolidation exceeds $100,000,000, the Account Party shall deliver to the
Agent with sufficient copies for each Participating Bank 30 days prior to
such merger or consolidation, a certificate of a duly authorized officer of
the Account Party demonstrating projected compliance with the ratio set forth
in Section 7.01(k) hereof for and as of each of the three consecutive fiscal
quarters immediately succeeding such merger or consolidation and certifying
that such projections were prepared in good faith and on reasonable
assumptions;

     (iv) any purchase or acquisition of all or substantially all of the
assets of or stock of any class of, or any partnership or joint venture
interest in (and any assumption of the related liabilities) (A) an entity
owning a cogeneration or independent power project, pursuant to "step-in" or
similar rights granted pursuant to a pre-existing power purchase contract;
(B) a Regulatory Transaction Entity; or (C) any other Person if the purchase
price of such acquisition plus the amount of any liabilities assumed by the
Account Party in connection therewith does not exceed $50,000,000 in the
aggregate; provided, however, in the event of a purchase or acquisition of a
Regulatory Transaction Entity, if the purchase price plus the amount of any
liabilities assumed in connection with such purchase or acquisition  exceeds
in the aggregate $100,000,000, the Account Party shall deliver to the Agent
with sufficient copies for each Participating Bank 30 days prior to such
purchase or acquisition, a certificate of a duly authorized officer of the
Account Party demonstrating projected compliance with the ratio set forth in
Section 7.01(k) hereof for and as of each of the three consecutive fiscal
quarters immediately succeeding such purchase or acquisition and certifying
that such projections were prepared in good faith and on reasonable
assumptions; or

     (v)  any purchase or acquisition of a joint venture interest in a
generating and/or transmission facility or in a mutual insurance company
providing nuclear liability or nuclear property or replacement power
insurance.

     (c)  Compliance with ERISA.  (i) Terminate, or permit any ERISA
Affiliate to terminate, any ERISA Plan so as to result in any liability of
the Account Party or any Principal Subsidiary to the PBGC in an amount
greater than $1,000,000, or (ii) permit to exist any occurrence of any
Reportable Event (as defined in Title IV of ERISA) which, alone or together
with any other Reportable Event with respect to the same or another ERISA
Plan, has a reasonable possibility of resulting in liability of the Account
Party or any Subsidiary to the PBGC in an aggregate amount exceeding
$1,000,000, or any other event or condition, which presents a material risk
of such a termination by the PBGC of any ERISA Plan or has a reasonable
possibility of resulting in a liability of the Account Party or any
Subsidiary to the PBGC in an aggregate amount exceeding $1,000,000.

     SECTION 7.03   Reporting Obligations.  So long as any amount shall
remain available to be drawn under the Letter of Credit or any Advance or
other amounts shall remain unpaid hereunder or any Participating Bank shall
have any Commitment, the Account Party will, unless the Majority Lenders
shall otherwise consent in writing, furnish to the Agent in sufficient copies
for the Issuing Bank and each Participating Bank, the following:

     (i)  as soon as possible and in any event within ten days after the
occurrence of each Event of Default or Unmatured Default continuing on the
date of such statement, a statement of the Chief Financial Officer, Treasurer
or Assistant Treasurer of the Account Party setting forth details of such
Event of Default or Unmatured Default and the action which the Account Party
proposes to take with respect thereto;

     (ii) as soon as available and in any event within 50 days after the end
of each of the first three quarters of each fiscal year of the Account Party,
a copy of the Account Party's Quarterly Report on Form 10-Q, if any,
submitted to the Securities and Exchange Commission with respect to such
quarter, containing financial statements in reasonable detail and duly
certified (subject to year-end audit adjustments) by the Chief Financial
Officer, Treasurer, Assistant Treasurer or Comptroller of the Account Party
as having been prepared in accordance with the system of management financial
reports of the Account Party applied on a basis consistent with the financial
statements referred to in Section 6.01(f) hereof and accompanied by a
certificate of a duly authorized officer of the Account Party (X) stating
that no Event of Default or Unmatured Default has occurred and is continuing
or, if an Event of Default or Unmatured Default has occurred and is
continuing, describing the nature thereof and the action which the Account
Party proposes to take with respect thereto and (Y) demonstrating compliance
with Section 7.01(k) hereof for and as of the end of such fiscal quarter,
such demonstration to be in a schedule (in form satisfactory to the Agent)
which sets forth the computations used in determining such compliance;

     (iii)     as soon as available and in any event within 105 days after
the end of each fiscal year of the Account Party, a copy of the Account
Party's Annual Report on Form 10-K submitted to the Securities and Exchange
Commission with respect to such year, containing financial statements
certified by a nationally-recognized independent public accountant and to be
accompanied by a certificate of the Chief Financial Officer, Treasurer,
Assistant Treasurer or Comptroller of the Account Party (X) stating that no
Event of Default or Unmatured Default has occurred and is continuing, or if
an Event of Default or Unmatured Default has occurred and is continuing,
describing the nature thereof and the action which the Account Party proposes
to take with respect thereto and (Y) demonstrating compliance with Section
7.01(k) hereof for and as of the end of such fiscal year, such demonstration
to be in a schedule (in form satisfactory to the Agent) which sets forth the
computations used in determining such compliance;

     (iv) as soon as possible and in any event (A) within 30 days after the
Chief Financial Officer, Treasurer or any Assistant Treasurer of the Account
Party knows or has reason to know that any ERISA Plan Termination Event
described in clause (i) of the definition of ERISA Plan Termination Event
with respect to any ERISA Plan or ERISA Multiemployer Plan has occurred and
(B) within 10 days after the Account Party knows or has reason to know that
any other ERISA Plan Termination Event with respect to any ERISA Plan or
ERISA Multiemployer Plan has occurred, a statement of the Chief Financial
Officer, Treasurer or Assistant Treasurer of the Account Party describing
such ERISA Plan Termination Event and the action, if any, which the Account
Party proposes to take with respect thereto;

     (v)  promptly after receipt thereof by the Account Party or any of its
ERISA Affiliates from the PBGC, copies of each notice received by the Account
Party or any such ERISA Affiliate of the PBGC's intention to terminate any
ERISA Plan or ERISA Multiemployer Plan or to have a trustee appointed to
administer any ERISA Plan or ERISA Multiemployer Plan;

     (vi) promptly after receipt thereof by the Account Party or any of its
ERISA Affiliates from an ERISA Multiemployer Plan sponsor, a copy of each
notice received by the Account Party or any of its ERISA Affiliates
concerning the imposition or amount of withdrawal liability in an aggregate
principal amount of at least $10,000,000 pursuant to Section 4202 of ERISA in
respect of which the Account Party may be liable;

     (vii)     promptly after the Account Party or any Subsidiary becomes
aware of the commencement thereof, notice of all actions, suits, proceedings
or other events of the type described in Section 6.01(g) hereof;

     (viii)    promptly after the filing thereof, copies of each prospectus
(excluding any prospectus contained in any Form S-8) and Current Report on
Form 8-K, if any, which the Account Party or any Principal Subsidiary files
with the Securities and Exchange Commission or any governmental authority
which may be substituted therefor;

     (ix) promptly after receipt thereof, any assertion of the character
described in Section 8.01(h) hereof and the action the Account Party proposes
to take with respect thereto; and

     (x)  promptly after requested, such other information respecting the
financial condition, operations, properties, prospects or otherwise, of the
Account Party or its Subsidiaries as the Agent on behalf of the Majority
Lenders may from time to time reasonably request in writing.

ARTICLE VIII

DEFAULTS

     SECTION 8.01   Events of Default.  The following events shall each
constitute an "Event of Default" if the same shall occur and be continuing
after the grace period and notice requirement (if any) applicable thereto:

     (a)  The Account Party shall fail to pay any interest on any Advance or
pursuant to Section 4.02 hereof within two days after the same becomes due;
the Account Party shall fail to reimburse the Issuing Bank for any Interest
Drawing (as defined in the Letter of Credit) within two days after such
reimbursement becomes due; or the Account Party shall fail to make any other
payment required to be made pursuant to Article II or Article III hereof when
due; or

     (b)  Any representation or warranty made by the Account Party (or any of
its officers or agents) in this Agreement, the Pledge Agreement or the
Purchase Contract, or in any certificate or other writing delivered pursuant
to this Agreement or the Purchase Contract, shall prove to have been
incorrect in any material respect when made or deemed made; or

     (c)  The Account Party shall fail to perform or observe any term or
covenant on its part to be performed or observed contained in Sections
7.01(d) or (k), Section 7.02(b) or Section 7.03(i) hereof; or

     (d)  The Account Party shall fail to perform or observe any other term
or covenant on its part to be performed or observed contained in this
Agreement or the Pledge Agreement and any such failure shall remain
unremedied, after the earlier of written notice having been given to the
Account Party by the Agent, the Issuing Bank or any Participating Bank, and
actual knowledge thereof by the Account Party, for a period of 30 days; or

     (e)  The Account Party or any Principal Subsidiary shall fail to pay any
of its Debt when due (including any interest or premium thereon but excluding
Debt arising hereunder and excluding other Debt aggregating in no event more
than $10,000,000 in principal amount at any one time) whether by scheduled
maturity, required prepayment, acceleration, demand or otherwise, and such
failure shall continue after the applicable grace period, if any, specified
in any agreement or instrument relating to such Debt; or any other default
under any agreement or instrument relating to any such Debt, or any other
event, shall occur and shall continue after the applicable grace period, if
any, specified in such agreement or instrument, if the effect of such default
or event is to accelerate, or to permit the acceleration of, the maturity of
such Debt; or any such Debt shall be declared to be due and payable, or
required to be prepaid (other than by a regularly scheduled required
prepayment or as a result of the Account Party's or such Principal
Subsidiary's exercise of a prepayment option) prior to the stated maturity
thereof; or

     (f)  The Account Party or any Principal Subsidiary shall generally not
pay its debts as such debts become due, or shall admit in writing its
inability to pay its debts generally, or shall make an assignment for the
benefit of creditors; or any proceeding shall be instituted by or against the
Account Party or such Principal Subsidiary seeking to adjudicate it a
bankrupt or insolvent, or seeking liquidation, winding up, reorganization,
arrangement, adjustment, protection, relief, or composition of its debts
under any law relating to bankruptcy, insolvency, or reorganization or relief
of debtors, or seeking the entry of an order for relief or the appointment of
a receiver, trustee, or other similar official for it or for any substantial
part of its property and, in the case of a proceeding instituted against the
Account Party or such Principal Subsidiary, either the Account Party or such
Principal Subsidiary shall consent thereto or such proceeding shall remain
undismissed or unstayed for a period of 90 days or any of the actions sought
in such proceeding (including without limitation the entry of an order for
relief against the Account Party or such Principal Subsidiary or the
appointment of a receiver, trustee, custodian or other similar official for
the Account Party or such Principal Subsidiary or any of its property) shall
occur; or the Account Party or such Principal Subsidiary shall take any
corporate or other action to authorize any of the actions set forth above in
this subsection (f); or

     (g)  Any judgment or order for the payment of money in excess of
$10,000,000 shall be rendered against the Account Party or its properties, or
any Principal Subsidiary or its properties, and either (i) enforcement
proceedings shall have been commenced by any creditor upon such judgment or
order and shall not have been stayed or (ii) there shall be any period of 30
consecutive days during which a stay of enforcement of such judgment or
order, by reason of a pending appeal or otherwise, shall not be in effect; or

     (h)  Any material provision of any Loan Document or any Related Document
shall for any reason other than the express terms thereof or the exercise of
any right or option expressly contained therein cease to be valid and binding
on the Account Party, or shall be determined to be invalid or unenforceable
by any court, governmental agency or authority having jurisdiction over the
Account Party, or the Account Party shall deny that it has any further
liability or obligation under this Agreement or any Related Document, or any
party to a Related Document shall so assert in writing; provided, that in the
case of any party other than the Account Party making such assertion in
respect of any Related Document, such assertion shall not in and of itself
constitute an Event of Default hereunder until (i) such asserting party shall
cease to perform under and in compliance with such Related Document, (ii) the
Account Party shall fail to diligently prosecute, by appropriate action or
proceedings, a rescission of such assertion or a binding determination as to
the merits thereof or (iii) such a binding determination shall have been made
in favor of such asserting party's position; or

     (i)  The Security Documents shall for any reason, except to the extent
permitted by the terms thereof, fail or cease to create valid and perfected
Liens (to the extent purported to be granted by such documents and subject to
the exceptions permitted thereunder) in any of the Collateral (other than
Liens in favor of the Trustee with respect to the interests of the Issuer
under the Indenture), provided, that such failure or cessation relating to
any non-material portion of such Collateral shall not constitute an Event of
Default hereunder unless the same shall not have been corrected within 30
days after the Account Party becomes aware thereof; or

     (j)  NU shall cease to own 100% of the issued and outstanding shares of
the capital stock of the Account Party having ordinary voting power for the
election of directors, free and clear of any Liens; or

     (k)  An event of default (as defined therein) shall have occurred and be
continuing under the Indenture. 

     SECTION 8.02   Remedies Upon Events of Default.  Upon the occurrence and
during the continuance of any Event of Default, then, and in any such event,
the Agent with the concurrence of the Issuing Bank may, and upon the
direction of the Majority Lenders the Agent shall (i) if the Letter of Credit
shall not have been issued, instruct the Issuing Bank to (whereupon the
Issuing Bank shall) by notice to the Account Party declare its commitment to
issue the Letter of Credit to be terminated, whereupon the same shall
forthwith terminate, (ii) if the Letter of Credit shall have been issued,
instruct the Issuing Bank to (whereupon the Issuing Bank shall) furnish to
the Trustee and the Paying Agent written notice of such Event of Default in
accordance with Section 6.01(a)(iv) of the Indenture and of the Issuing
Bank's determination to terminate the Letter of Credit on the fifth business
day (as defined in the Indenture) following the Trustee's and Paying Agent's
receipt of such notice, (iii) if the Letter of Credit shall have been issued,
instruct the Issuing Bank to (whereupon the Issuing Bank shall) furnish to
the Trustee and the Paying Agent written notice that the Interest Component
will not be reinstated in the amount of one or more Interest Drawings, all as
provided in the Letter of Credit; (iv) declare the Advances and all other
principal amounts outstanding hereunder, all interest thereon and all other
amounts payable hereunder to be forthwith due and payable, whereupon the
Advances and all other principal amounts outstanding hereunder, all such
interest and all such other amounts shall become and be forthwith due and
payable, without presentment, demand, protest or further notice of any kind,
all of which are hereby expressly waived by the Account Party, and (v)
instruct the Issuing Bank to (whereupon the Issuing Bank shall) exercise all
the rights and remedies provided herein and under and in respect of the
Security Documents; provided, however, that in the event of the occurrence of
any Event of Default described in Section 8.01(f) with respect to the Account
Party, (A) the commitment of the Issuing Bank to issue the Letter of Credit
and the Commitments and the obligations of the Participating Banks to make
Advances shall automatically be terminated, and (B) the Advances and all
other principal amounts outstanding hereunder, all interest accrued and
unpaid thereon and all other amounts payable hereunder shall automatically
become due and payable, without presentment, demand, protest or any notice of
any kind, all of which are hereby expressly waived by the Account Party.

ARTICLE IX

THE AGENT, THE PARTICIPATING BANKS AND THE ISSUING BANK

     SECTION 9.01   Authorization of Agent; Actions of Agent and Issuing
Bank. The Issuing Bank and each Participating Bank hereby appoint and
authorize the Agent to take such action as agent on their behalf and to
exercise such powers under this Agreement as are delegated to the Agent by
the terms hereof, together with such powers as are reasonably incidental
thereto; provided, however, that neither the Agent nor the Issuing Bank shall
be required to take any action which exposes the Agent or the Issuing Bank to
personal liability or which is contrary to this Agreement or applicable law. 
As to any matters not expressly provided for by any Related Document
(including, without limitation, enforcement or collection thereof), neither
the Agent nor the Issuing Bank shall be required to exercise any discretion
or take any action.  The Agent agrees to deliver promptly (i) to the Issuing
Bank and each Participating Bank copies of each notice delivered to it by the
Account Party and (ii) to each Participating Bank copies of each notice
delivered to it by the Issuing Bank, in each case pursuant to the terms of
this Agreement.

     SECTION 9.02   Reliance, Etc.  Neither the Agent, the Issuing Bank, nor
any of their directors, officers, agents or employees shall be liable for any
action taken or omitted to be taken by it or them under or in connection with
this Agreement or any Related Document, except for its or their own gross
negligence or willful misconduct as determined by a court of competent
jurisdiction.  Without limitation of the generality of the foregoing, each of
the Agent and the Issuing Bank (i) may consult with legal counsel (including
counsel for the Account Party), independent public accountants and other
experts selected by it and shall not be liable for any action taken or
omitted to be taken in good faith by it in accordance with the advice of such
counsel, accountants or experts; (ii) makes no warranty or representation to
any Participating Bank and shall not be responsible to any Participating Bank
for any statements, warranties or representations made in or in connection
with this Agreement or any Related Document; (iii) shall not have any duty to
ascertain or to inquire as to the performance or observance of any of the
terms, covenants or conditions of this Agreement or any Related Document on
the part of the Account Party to be performed or observed, or to inspect any
property (including the books and records) of the Account Party; (iv) shall
not be responsible to any Participating Bank for the due execution, legality,
validity, enforceability, genuineness, sufficiency or value of this Agreement
or any Related Document or any other instrument or document furnished
pursuant hereto and thereto; and (v) shall incur no liability under or in
respect of this Agreement or any Related Document by acting upon any notice,
consent, certificate or other instrument or writing (which may be by
telegram, cable or telex), including, without limitation, any thereof from
time to time purporting to be from the Trustee, believed by it to be genuine
and signed or sent by the proper party or parties.

     SECTION 9.03   The Agent, the Issuing Bank and Affiliates.  The Agent
and the Issuing Bank shall have the same rights and powers under this
Agreement as any other Participating Bank and may exercise (or omit from
exercising) the same as though they were not the Agent and the Issuing Bank,
respectively, and the term "Participating Bank" shall, unless otherwise
expressly indicated, include CIBC in its individual capacity.  The Agent, the
Issuing Bank and their respective Affiliates may accept deposits from, lend
money to, act as trustee under indentures of, and generally engage in any
kind of business with, the Account Party, any of its subsidiaries and any
Person who may do business with or own securities of the Account Party or any
such subsidiary, all as if CIBC was not the Agent or the Issuing Bank, and
without any duty to account therefor to the Participating Banks.

     SECTION 9.04   Participating Bank Credit Decision.  Each of the Issuing
Bank and each Participating Bank acknowledges that it has, independently and
without reliance upon the Agent, the Issuing Bank or any other Participating
Bank and based on the financial information referred to in Section 6.01(f)
hereof and such other documents and information as it has deemed appropriate,
made its own credit analysis and decision to enter into this Agreement.  Each
of the Issuing Bank and each Participating Bank also acknowledges that it
will, independently and without reliance upon the Agent, the Issuing Bank or
any other Participating Bank 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.

     SECTION 9.05   Indemnification.  The Participating Banks agree to
indemnify the Agent and the Issuing Bank (to the extent not reimbursed by the
Account Party), ratably according to their respective Participation
Percentages, from and against any and all liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or
disbursements of any kind or nature whatsoever which may be imposed on,
incurred by, or asserted against the Agent or the Issuing Bank in any way
relating to or arising out of this Agreement or any action taken or omitted
by the Agent or the Issuing Bank under this Agreement, provided that no
Participating Bank shall be liable for any portion of such liabilities,
obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements resulting from the Agent's or the Issuing Bank's
gross negligence or willful misconduct.  Without limitation of the foregoing,
each Participating Bank agrees to reimburse the Agent and the Issuing Bank
promptly upon demand for its ratable share of any out-of-pocket expenses
(including counsel fees) incurred by the Agent and the Issuing Bank in
connection with the preparation, execution, delivery, administration,
modification, amendment, waiver or enforcement (whether through negotiations,
legal proceedings or otherwise) of, or legal advice in respect of rights or
responsibilities under, this Agreement to the extent that the Agent and the
Issuing Bank are entitled to reimbursement for such expenses pursuant to
Section 10.04 hereof but are not reimbursed for such expenses by the Account
Party.

     SECTION 9.06   Successor Agent.  The Agent may resign at any time by
giving written notice thereof to the Issuing Bank, the Participating Banks
and the Account Party, with any such resignation to become effective only
upon the appointment of a successor Agent pursuant to this Section 9.06. 
Upon any such resignation, the Issuing Bank shall have the right to appoint a
successor Agent, which shall be another commercial bank or trust company
reasonably acceptable to the Account Party, organized or licensed under the
laws of the United States, or of any State thereof.  Upon the acceptance of
any appointment as Agent hereunder by a successor Agent and the execution and
delivery by the Account Party and the successor Agent of an agreement
relating to the fees, if any, to be paid to the successor Agent in connection
with its acting as Agent hereunder, such successor Agent shall thereupon
succeed to and become vested with all the rights, powers, privileges and
duties of the retiring Agent, and the retiring Agent shall be discharged from
its duties and obligations under this Agreement.  After any retiring Agent's
resignation hereunder as Agent, the provisions of this Article IX shall inure
to its benefit as to any actions taken or omitted to be taken by it while it
was Agent under this Agreement.

     SECTION 9.07   Issuing Bank.  (a) All notices received by the Issuing
Bank pursuant to this Agreement or any Related Document (other than the
Letter of Credit) shall be promptly delivered to the Agent for distribution
to the Participating Banks.

     (b)  The Issuing Bank shall not amend or waive any provision or consent
to the amendment or waiver of any Related Document without the written
consent of the Majority Lenders.

     (c)  Upon receipt by the Issuing Bank from time to time of any amount
pursuant to the terms of any Related Document (other than pursuant to the
terms of this Agreement), the Issuing Bank shall promptly deliver to the
Agent such amount. 

ARTICLE X

MISCELLANEOUS

     SECTION 10.01  Amendments, Etc.  No amendment or waiver of any provision
of this Agreement or the Pledge Agreement, nor consent to any departure by
the Account Party therefrom, shall in any event be  effective unless the same
shall be in writing and signed by the Majority Lenders, and then such waiver
or consent shall be effective only in the specific instance and for the
specific purpose for which given; provided, however, that no amendment,
waiver or consent shall, unless in writing and signed by the Issuing Bank and
all the Participating Banks, do any of the following:  (a) waive, modify or
eliminate any of the conditions specified in Article V, (b) increase the
Commitments of the Participating Banks that may be maintained hereunder or
subject the Participating Banks to any additional obligations, (c) reduce the
principal of, or interest on, the Advances, any amount reimbursable on demand
pursuant to Section 3.01, or any fees or other amounts payable hereunder, (d)
postpone any date fixed for any payment of principal of, or interest on, the
Advances, such reimbursable amounts or any fees or other amounts payable
hereunder (other than fees payable to the Issuing Bank or the Agent pursuant
to Section 2.03(b) hereof), (e) change the percentage of the Commitments or
of the aggregate unpaid principal amount of the Advances, or the number of
Participating Banks which shall be required for the Participating Banks or
any of them to take any action hereunder, (f) amend this Agreement or the
Pledge Agreement in a manner intended to prefer one or more Participating
Banks over any other Participating Banks, (g) amend this Section 10.01, or
(h) release any of the Collateral otherwise than in accordance with any
provisions for such release contained in the Security Documents, or change
any provision of any Security Document providing for the release of all or
substantially all of the Collateral; and provided, further, that no
amendment, waiver or consent shall, unless in writing and signed by the
Issuing Bank or the Agent in addition to the Participating Banks required
above to take such action, affect the rights or duties of the Issuing Bank or
the Agent, as the case may be, under this Agreement or the Pledge Agreement.

     SECTION 10.02  Notices, Etc.  All notices and other communications
provided for hereunder and under the other Loan Documents shall be in writing
(including telegraphic, telex, telecopy or cable communication) and mailed,
telegraphed, telexed, telecopied, cabled or delivered: 

     (i)  if to the Account Party, to it in care of Northeast Utilities
Service Company at 107 Selden Street, Berlin, Connecticut 06037 (telecopy:
(203) 665-5457), Attention: Assistant Treasurer; 

     (ii) if to the Issuing Bank or the Agent, to it at its address at Two
Paces West, 2727 Paces Ferry Road, Suite 1200, Atlanta, Georgia 30339,
Attention: Clare Coyne, (telephone: (404) 319-4836, telecopy: (404) 319-
4950), with a copy to: Utilities Group, 200 West Madison Street, Suite 2300,
Chicago, Illinois 60606, (telephone: (312) 855-3212, telecopy: (312)
750-0927);

     (iii)     if to any Participating Bank, to it at its address set forth
on the signature pages hereof or in the Participation Assignment pursuant to
which it became a Participating Bank; or

as to each party other than any Participating Bank, at such other address as
shall be designated by such party in a written notice to the other parties,
and, as to any Participating Bank, at such other address as shall be
designated by such Participating Bank in a written notice to the Account
Party and the Agent.  All such notices and communications shall, when mailed,
telegraphed, telexed, telecopied or cabled, be effective five days after when
deposited in the mails, or when delivered to the telegraph company, confirmed
by telex answerback, telecopied or delivered to the cable company,
respectively, except that notices and communications to the Agent or the
Issuing Bank pursuant to Article II, III or IV shall not be effective until
received by the Agent or the Issuing Bank, as the case may be.

     SECTION 10.03  No Waiver of Remedies.  No failure on the part of any
Participating Bank or the Issuing Bank to exercise, and no delay in
exercising, any right hereunder or under any Loan Document shall operate as a
waiver thereof; nor shall any single or partial exercise of any such right
preclude any other or further exercise thereof or the exercise of any other
right. The remedies herein provided are cumulative and not exclusive of any
remedies provided by law.

     SECTION 10.04  Costs, Expenses and Indemnification.  (a) The Account
Party agrees to pay on demand all costs and expenses, if any (including,
without limitation, reasonable counsel fees and expenses), of (i) the Agent
and the Issuing Bank in connection with the preparation, negotiation,
execution and delivery of the Loan Documents and the administration of the
Loan Documents, the care and custody of any and all collateral, and any
proposed modification, amendment, or consent relating thereto; and (ii) the
Agent, the Issuing Bank and each Participating Bank in connection with the
enforcement (whether through negotiations, legal proceedings or otherwise) of
this Agreement or any other Loan Document.

     (b)  The Account Party hereby agrees to indemnify and hold the Agent,
the Issuing Bank and each Participating Bank and their respective officers,
directors, employees, professional advisors and affiliates (each, an
"Indemnified Person") harmless from and against any and all claims, damages,
losses, liabilities, costs or expenses (including reasonable attorney's fees
and expenses, whether or not such Indemnified Person is named as a party to
any proceeding or investigation or is otherwise subjected to judicial or
legal process arising from any such proceeding or investigation) which any of
them may incur or which may be claimed against any of them by any person or
entity (except to the extent such claims, damages, losses, liabilities, costs
or expenses arise from the gross negligence or willful misconduct of the
Indemnified Person):

     (i)  by reason of or in connection with the execution, delivery or
performance of any of the Loan Documents or the Related Documents or any
transaction contemplated thereby, or the use by the Account Party of the
proceeds of any Advance or the use by the Paying Agent or the Trustee of the
proceeds of any drawing under the Letter of Credit; 

     (ii) in connection with or resulting from the utilization, storage,
disposal, treatment, generation, transportation, release or ownership of any
Hazardous Substance (A) at, upon or under any property of the Account Party
or any of its Affiliates or (B) by or on behalf of the Account Party or any
of its Affiliates at any time and in any place; 

     (iii)     in connection with any documentary taxes, assessments or
charges made by any governmental authority by reason of the execution and
delivery of any of the Loan Documents;

     (iv) by reason of or in connection with the execution and delivery or
transfer of, or payment or failure to make payment under, the Letter of
Credit; provided, however, that the Account Party shall not be required to
indemnify the Agent, the Issuing Bank or any Participating Bank pursuant to
this Section for any claims, damages, losses, liabilities, costs or expenses
to the extent caused by (A) the Issuing Bank's willful misconduct or gross
negligence, as determined by a court of competent jurisdiction, in
determining whether documents presented under the Letter of Credit are
genuine or comply with the terms of the Letter of Credit or (B) the Issuing
Bank's willful or grossly negligent failure, as determined by a court of
competent jurisdiction, to make lawful payment under the Letter of Credit
after the presentation to it by the Paying Agent of a draft and certificate
strictly complying with the terms and conditions of the Letter of Credit; or

     (v)  by reason of any inaccuracy or alleged inaccuracy in any material
respect, or any untrue statement or alleged untrue statement of any material
fact, contained in any preliminary official statement relating to the Bonds
or in any Preliminary Official Statement or Official Statement relating to
the Bonds or any amendment or supplement thereto, except to the extent
contained in or arising from information in any Preliminary Official
Statement or Official Statement relating to the Bonds supplied in writing by
and describing the Issuing Bank.

     (c)  Nothing contained in this Section 10.04 is intended to limit the
Account Party's obligations set forth in Articles II, III and IV.  The
Account Party's obligations under this Section 10.04 shall survive the
creation and sale of any participation interest pursuant to Section 10.06
hereof and shall survive as well the repayment of all amounts owing to the
Agent, the Issuing Bank and the Participating Banks under the Loan Documents
and the termination of the Commitments.  If and to the extent that the
obligations of the Account Party under this Section 10.04 are unenforceable
for any  reason, the Account Party agrees to make the maximum contribution to
the payment and satisfaction thereof which is permissible under applicable
law.

     SECTION 10.05  Right of Set-off.  (a) Upon (i) the occurrence and during
the continuance of any Event of Default and (ii) the taking of any action or
the giving of any instruction by the Agent as specified by Section 8.02
hereof, the Issuing Bank and each Participating Bank are hereby authorized at
any time and from time to time, to the fullest extent permitted by law, to
set off and apply any and all deposits (general or special, time or demand,
provisional or final) at any time held and other indebtedness at any time
owing by the Issuing Bank or such Participating Bank to or for the credit or
the account of the Account Party against any and all of the obligations of
the Account Party now or hereafter existing under this Agreement in favor of
the Issuing Bank or such Participating Bank, irrespective of whether or not
the Issuing Bank or such Participating Bank shall have made any demand under
this Agreement and although such obligations may be unmatured.  The Issuing
Bank and each Participating Bank agrees promptly to notify the Account Party
after any such set-off and application provided that the failure to give such
notice shall not affect the validity of such set-off and application.  The
rights of the Issuing Bank and each Participating Bank under this Section are
in addition to other rights and remedies (including, without limitation,
other rights of set-off) which the Issuing Bank and/or such Participating
Bank may have.

     (b)  The Account Party agrees that it shall have no right of off-set,
deduction or counterclaim in respect of its obligations hereunder, and that
the obligations of the Issuing Bank and of the several Participating Banks
hereunder are several and not joint.  Nothing contained herein shall
constitute a relinquishment or waiver of the Account Party's rights to any
independent claim that the Account Party may have against the Issuing Bank or
any Participating Bank, but no Participating Bank shall be liable for the
conduct of the Issuing Bank or any other Participating Bank, and the Issuing
Bank shall not be liable for the conduct of any Participating Bank.

     SECTION 10.06  Binding Effect; Assignments and Participants.  (a) This
Agreement shall become effective when it shall have been executed and
delivered by the Account Party, the Agent, the Issuing Bank and each
Participating Bank named on the signature pages hereto and thereafter shall
be binding upon and inure to the benefit of the Account Party, the Agent, the
Issuing Bank and each Participating Bank and their respective successors and
assigns, except that the Account Party shall not have the right to assign its
rights hereunder or any interest herein without the prior written consent of
the Issuing Bank and each Participating Bank, and the Issuing Bank may not
assign its commitment to issue the Letter of Credit or its obligations under
or in respect of the Letter of Credit.

     (b)  Each Participating Bank may assign all or any portion of its rights
under this Agreement, under the Letter of Credit or in any security
hereunder, including, without limitation, any instruments securing the
Account Party's obligations hereunder; provided that (i) no assignment by any
Participating Bank may be made to any Person, other than to another
Participating Bank, except with the prior written consent of the Issuing Bank
and the Account Party (which consent, in the case of the Account Party, shall
not be unreasonably withheld and, in the case of an assignment to an
Affiliate of a Participating Bank shall not be required), (ii) any assignment
shall be of a constant and not a varying percentage of all of the assignor's
rights and obligations hereunder and (iii) the parties to each such
assignment shall execute and deliver to the Agent a Participation Assignment,
together with a processing fee of $3,000.  Upon receipt of a completed
Participation Assignment and the processing fee, the Agent will record in a
register maintained for such purpose the name of the assignee and the
percentage participation interest assigned by the assignor and assumed by the
assignee for purposes of the determination of such assignor's and assignee's
respective Participation Percentages.  Upon such execution, delivery,
acceptance and recording, from and after the effective date specified in each
Participation Assignment, which effective date shall be at least five
Business Days after the execution thereof, the assignee shall, to the extent
of such assignment, become a party hereto and have all of the rights and
obligations  of a Participating Bank hereunder and, to the extent of such
assignment, such assigning Participating Bank shall be released from its
obligations hereunder (without relieving such Participating Bank from any
liability for damages, costs and expenses suffered by the Issuing Bank or the
Account Party as a result of the failure by such Participating Bank to
perform its obligations hereunder).

     (c)  Each Participating Bank may grant participations to one or more
Persons in all or any part of, or any interest (undivided or divided) in,
such Participating Bank's rights and obligations under this Agreement (any
such Person being referred to hereinafter as a "Participant" and such
interests are collectively, referred to hereinafter as the "Rights");
provided, however, that (i) such Participating Bank's obligations under this
Agreement shall remain unchanged; (ii) any such Participant shall be entitled
to the benefits and cost protections provided for in Section 4.03 hereof on
the same basis as if it were a Participating Bank hereunder; (iii) the
Account Party, the Agent and the Issuing Bank shall continue to deal solely
and directly with such Participating Bank in connection with such
Participating Bank's rights and obligations under this Agreement; and (iv) no
such Participant, other than an Affiliate of such Participating Bank, shall
be entitled to require such Participating Bank to take or omit to take any
action hereunder, unless such action or omission would have an effect of the
type described in subsections (c), (d) or (h) of Section 10.01 hereof.

     (d)  Notwithstanding anything contained in this Section 10.06 to the
contrary, the Issuing Bank and any Participating Bank may assign and pledge
all or any portion of the Advances (or participating interests therein) owing
to the Issuing Bank or such Participating Bank to any Federal Reserve Bank
(and its transferees) as collateral security pursuant to Regulation A of the
Board of Governors of the Federal Reserve System and any Operating Circular
issued by such Federal Reserve Bank.  No such assignment shall release the
Issuing Bank or such Participating Bank from its obligations hereunder.

     SECTION 10.07  Relation of the Parties; No Beneficiary.  No term,
provision or requirement, whether express or implied, of any Loan Document,
or actions taken or to be taken by any party thereunder, shall be construed
to create a partnership, association, or joint venture between such parties
or any of them.  No term or provision of the Loan Documents shall be
construed to confer a benefit upon, or grant a right or privilege to, any
Person other than the parties hereto.

     SECTION 10.08  Issuing Bank Not Liable.  As between the Agent, the
Issuing Bank and the Participating Banks on the one hand, and the Account
Party on the other, the Account Party assumes all risks of the acts or
omissions of the Paying Agent, the Trustee and any other beneficiary or
transferee of the Letter of Credit with respect to its use of the Letter of
Credit.  Neither the Agent, the Issuing Bank, any Participating Bank, nor any
of their respective officers or directors shall be liable or responsible for:
(a) the use which may be made of the Letter of Credit or any acts or
omissions of the Paying Agent, the Trustee and any other beneficiary or
transferee in connection therewith; (b) the validity, sufficiency or
genuineness of documents, or of any endorsement thereon, even if such
documents should prove to be in any or all respects invalid, insufficient,
fraudulent or forged; (c) payment by the Issuing Bank against presentation of
documents which do not comply with the terms of the Letter of Credit,
including failure of any documents to bear any reference or adequate
reference to the Letter of Credit; or (d) any other circumstances whatsoever
in making or failing to make payment under the Letter of Credit, except that
the Account Party shall have a claim against the Issuing Bank, and the
Issuing Bank shall be liable to the Account Party, to the extent of any
direct, as opposed to consequential, damages suffered by the Account Party
which the Account Party proves were caused by (i) the Issuing Bank's willful
misconduct or gross negligence, as determined by a court of competent
jurisdiction, in determining whether documents presented under the Letter of
Credit are genuine or comply with the terms of the Letter of Credit or (ii)
the Issuing Bank's willful or grossly negligent failure, as determined by a
court of competent jurisdiction, to make lawful payment under the Letter of
Credit after the presentation to it by the Paying Agent of a draft and
certificate strictly complying with the terms and conditions of the Letter of
Credit.  In furtherance and not in limitation of the foregoing, the Issuing
Bank may accept original or facsimile (including telecopy) sight drafts and
accompanying certificates presented under the Letter of Credit that appear on
their face to be in order, without responsibility for further investigation,
regardless of any notice or information to the contrary.

     SECTION 10.09  Confidentiality.  In connection with the negotiation and
administration of this Agreement and the other Loan Documents, the Account
Party has furnished and will from time to time furnish to the Agent, the
Issuing Bank and the Participating Banks (each, a "Recipient") written
information which is identified to the Recipient when delivered as
confidential (such information, other than any such information which (i) was
publicly available, or otherwise known to the Recipient, at the time of
disclosure, (ii) subsequently becomes publicly available other than through
any act or omission by the Recipient or (iii) otherwise subsequently becomes
known to the Recipient other than through a Person whom the Recipient knows
to be acting in violation of his or its obligations to the Account Party,
being hereinafter referred to as "Confidential Information").  The Recipient
will not knowingly disclose any such Confidential Information to any third
party (other than to those persons who have a confidential relationship with
the Recipient), and will take all reasonable steps to restrict access to such
information in a manner designed to maintain the confidential nature of such
information, in each case until such time as the same ceases to be
Confidential Information or as the Account Party may otherwise instruct.  It
is understood, however, that the foregoing will not restrict the Recipient's
ability to freely exchange such Confidential Information with prospective
assignees of or participants in the Recipient's position herein, but the
Recipient's ability to so exchange Confidential Information shall be
conditioned upon any such prospective assignee's or participant's entering
into an understanding as to confidentiality similar to this provision.  It is
further understood that the foregoing will not prohibit the disclosure of any
or all Confidential Information if and to the extent that such disclosure may
be required (i) by a regulatory agency or otherwise in connection with an
examination of the Recipient's records by appropriate authorities, (ii)
pursuant to court order, subpoena or other legal process or (iii) otherwise,
as required by law; in the event of any required disclosure under clause (ii)
or (iii), above, the Recipient agrees to use reasonable efforts to inform the
Account Party as promptly as practicable unless the Recipient is prohibited
from doing so by court order, subpoena or other legal process.

     SECTION 10.10  Waiver of Jury Trial.  The Account Party, the Agent, the
Issuing Bank, and the Participating Banks each hereby irrevocably waives all
right to trial by jury in any action, proceeding or counterclaim arising out
of or relating to this Agreement or any other Loan Document, or any other
instrument or document delivered hereunder or thereunder.

     SECTION 10.11  Governing Law.  This Agreement and the Pledge Agreement
shall be governed by, and construed in accordance with, the laws of the State
of New York.  The Account Party, the Agent, the Issuing Bank and each
Participating Bank each (i) irrevocably submits to the jurisdiction of any
New York State court or Federal court sitting in New York City in any action
arising out of any Loan Document, (ii) agrees that all claims in such action
may be decided in such court, (iii) waives, to the fullest extent it may
effectively do so, the defense of an inconvenient forum and (iv) consents to
the service of process by mail.  A final judgment in any such action shall be
conclusive and may be enforced in other jurisdictions. Nothing herein shall
affect the right of any party to serve legal process in any manner permitted
by law or affect its right to bring any action in any other court.

     SECTION 10.12  Execution in Counterparts.  This Agreement may be
executed in any number of counterparts and by different parties hereto in
separate counterparts, each of which when so executed shall be deemed to be
an original and all of which taken together shall constitute one and the same
agreement.

     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective officers thereunto duly authorized, as of the
date first above written.


THE ACCOUNT PARTY:

THE CONNECTICUT LIGHT AND POWER COMPANY



By                                      
  /s/ Eugene Vertfeuille
     Title: Assistant Treasurer


THE AGENT AND ISSUING BANK:

CANADIAN IMPERIAL BANK OF COMMERCE,
NEW YORK AGENCY,
 as Agent and as  Issuing Bank



By                                      
  /s/Kris A. Grosshans
    Vice President CIBC Inc. and Agent


THE PARTICIPATING BANKS:

CANADIAN IMPERIAL BANK OF COMMERCE,
NEW YORK AGENCY



By                                      
  /s/Kris A. Grosshans
     Vice President CIBC Inc. and Agent
     Participation Percentage: 100%

Address for Notices

Canadian Imperial Bank of Commerce,
New York Agency

Two Paces West
2727 Paces Ferry Road
Suite 1200
Atlanta, GA  30339

Attention:  Clare Coyne
Telephone:  (404) 319-4836
Fax:  (404) 319-4950

With a Copy To:

Canadian Imperial Bank of Commerce
200 West Madison Street, Suite 2300
Chicago, IL  60606

Attention:  Kris A. Grosshans
Telephone:  (312) 855-3212
Fax:  (312) 750-0927

SCHEDULE I

APPLICABLE LENDING OFFICES



Name of                                 Domestic            Eurodollar
Participating Bank  Lending Office      CD Lending Office   Lending Office

Canadian Imperial   Two Paces West      Same as Domestic    Same as Domestic
Bank of Commerce,   2727 Paces Ferry    Lending Office      Lending Office
New York Agency     Road
                    Suite 1200
                    Atlanta, GA 30339
                    Attn: Clare Coyne
                    Tel:  (404) 319-4836
                    Fax:  (404) 319-4950

SCHEDULE II
PENDING ACTIONS

EXHIBIT 1.01A
to Reimbursement Agreement


IRREVOCABLE LETTER OF CREDIT
NO.

December 17, 1992


BayBank
7 New England Executive Park
Burlington, Massachusetts 01803

Attention:  Corporate Trust Department

Dear Sir or Madam:

     We hereby establish, at the request and for the account of The
Connecticut Light and Power Company (the "Account Party"), in your favor, as
Paying Agent (the "Paying Agent") under that certain Loan and Trust
Agreement, dated as of December 1, 1992 (the "Indenture"), by and among the
Business Finance Authority of the State of New Hampshire (the "Issuer"), the
Account Party and BayBank, as trustee (the "Trustee"), pursuant to which
$21,000,000 in aggregate principal amount of the Issuer's Pollution Control
Refunding Revenue Bonds (The Connecticut Light and Power Company Project -
1992 Series A) (the "Bonds"), are being issued, our Irrevocable Letter of
Credit No.    , in the amount of US$21,311,000.00 (TWENTY-ONE MILLION THREE
HUNDRED ELEVEN THOUSAND AND NO ONE-HUNDREDTHS UNITED STATES DOLLARS) (subject
to reduction and reinstatement as provided below).

     (1)  Credit Termination Date.  This Letter of Credit shall expire on the
earliest to occur of (i) December 17, 1995 (the "Stated Termination Date"),
(ii) the date upon which we honor a draft accompanying a written and
completed certificate signed by you in substantially the form of Exhibit 2
attached hereto, and stating therein that such draft is the final draft to be
drawn under this Letter of Credit and that, upon the honoring of such draft,
this Letter of Credit will expire in accordance with its terms, (iii) the
date upon which we receive a written certificate signed by you and stating
therein that no Bonds entitled to the benefits of this Letter of Credit (as
determined in accordance with the Indenture) ("Eligible Bonds") are
"outstanding" under the Indenture, (iv) the fifth business day following
receipt by you and the Trustee of written notice from us that an Event of
Default (as defined below) has occurred under the Reimbursement Agreement (as
defined below) and of our determination to terminate this Letter of Credit on
such fifth business day and (v) the date upon which we receive a written
certificate signed by you and stating therein that a substitute or
replacement Credit Facility (as defined in the Indenture) has been provided
pursuant to Section 317 of the Indenture (such earliest date being the
"Credit Termination Date").

     As used herein, the term "business day" shall mean any day of the year
(i) that is not a Sunday or legal holiday, (ii) that is a day on which banks
are not required or authorized to close in New York City and (iii) that is a
day on which banking institutions in all of the cities in which the principal
offices of the Trustee, the Paying Agent and the Remarketing Agent (as
defined in the Indenture) are located are not required or authorized to
remain closed and (iv) that is a day on which the New York Stock Exchange is
not closed.

     As used herein "Reimbursement Agreement" shall mean the Letter of Credit
and Reimbursement Agreement, dated as of December 1, 1992, between the
Account Party, us and certain Participating Banks referred to therein, and
the term "Event of Default" shall mean an "Event of Default" as that term is
defined in the Reimbursement Agreement.

     (2)  Principal, Interest and Premium Components.  The aggregate amount
which may be drawn under this Letter of Credit, subject to reductions in
amount and reinstatement as provided below, is US$21,311,000.00 (TWENTY-ONE
MILLION THREE HUNDRED ELEVEN THOUSAND AND NO ONE-HUNDREDTHS UNITED STATES
DOLLARS), of which the aggregate amounts set forth below may be drawn as
indicated.

     (i)  An aggregate amount not exceeding US$21,000,000.00 (TWENTY-ONE
MILLION AND NO ONE-HUNDREDTHS UNITED STATES DOLLARS), as such amount may be
reduced and reinstated as provided below, may be drawn in respect of payment
of principal (whether upon scheduled or accelerated maturity, or upon
redemption) of Eligible Bonds or the portion of the purchase price of
Eligible Bonds corresponding to principal (the "Principal Component").

     (ii) An aggregate amount not exceeding US$311,000.00 (THREE HUNDRED
ELEVEN THOUSAND AND NO ONE-HUNDREDTHS UNITED STATES DOLLARS), as such amount
may be reduced and reinstated as provided below, may be drawn in respect of
payment of (A) accrued and unpaid interest on Eligible Bonds not in the
Flexible Mode (as defined in the Indenture) or that portion of the redemption
price or purchase price of such Eligible Bonds corresponding to accrued and
unpaid interest, but not more than an amount equal to accrued and unpaid
interest on such Eligible Bonds for up to a maximum of 45 days immediately
preceding the date of such drawing and (B) unpaid interest (whether accrued
or to accrue) on Eligible Bonds in the Flexible Mode or that portion of the
redemption price or purchase price of such Eligible Bonds corresponding to
such interest, but not more than an amount equal to such interest on such
Eligible Bonds for up to a maximum of 45 days immediately preceding the next
Purchase Date (as defined in the Indenture) for each such Eligible Bond (or,
if interest on any such Eligible Bond was not paid on the most recent
Purchase Date for such Bond, for up to a maximum of 45 days immediately
preceding the date of such drawing), calculated, in each case referred to in
the foregoing clause (A) or clause (B) at a maximum rate of twelve percent
(12%) per annum, or such lesser rate of interest as shall equal the Maximum
Interest Rate (as defined in the Indenture) in effect under the Indenture
with respect to such Eligible Bonds, and in any case calculated on the basis
of a year of 365 or 366 days (as applicable) for the actual days elapsed (the
"Interest Component").

     (iii)     An aggregate amount not exceeding US$0.00 (ZERO UNITED STATES
DOLLARS) may be drawn in respect of premium on Eligible Bonds (the "Premium
Component").  If, subsequent to the date hereof, the Premium Component shall
be increased by us at the request of the Account Party, the Premium Component
shall be subject to reduction as provided below, and amounts drawn in respect
thereof shall not be subject to reinstatement.

     (3)  Drawings.  Funds under this Letter of Credit are available to you
against (i) your draft, stating on its face:  "Drawn under Irrevocable Letter
of Credit No.                   , dated December 17, 1992", and (ii) the
appropriate certificate specified below, purportedly executed by you and
appropriately completed.

                                   Exhibit Setting Forth
     Type of Drawing               Form of Certificate Required

     Tender Drawing                     Exhibit 1
     (as hereinafter defined)

     Redemption/Mandatory               Exhibit 2
     Purchase Drawing
     (as hereinafter defined)

     Interest Drawing                   Exhibit 3
     (as hereinafter
      defined)

     Drafts and certificates hereunder shall be dated the date of
presentation and shall be presented at our office located at Two Paces West,
2727 Paces Ferry Road, Suite 1200, Atlanta, Georgia 30339, Attention: Clare
Coyne (telephone: (404) 319-4836) (or at such other office as we may
designate by written notice to you).  Presentation of such drafts and
certificates may be made (a) by physical presentation of such drafts and
certificates or (b) by facsimile transmission of such drafts and certificates
received by us at (404) 319-4950 (or at such other number as we may designate
by written notice to you) with prior telephone notice to us at (404) 319-
4836, Attention: Clare Coyne, (or at such other number as we may designate by
written notice to you) that such presentation is to be made by facsimile
transmission and with the original executed drafts and certificates to be
received by us not later than our close of business on the next business day,
it being understood that payments hereunder shall be made upon receipt by us
of such facsimile transmission; provided, however, that presentations of
drafts and certificates relating to Tender Drawings in respect of Eligible
Bonds in the Flexible Mode shall in all instances be made in accordance with
the foregoing clause (b).  Drafts drawn under and in strict compliance with
the terms of this Letter of Credit will be duly honored by us upon
presentation thereof in accordance with this Paragraph 3 if presented on or
prior to 4:00 P.M. (New York City time) on the Credit Termination Date as
follows:

     (i)  Tender Drawings; Flexible Mode.  In the case of drafts and
certificates relating to Tender Drawings in respect of Eligible Bonds in the
Flexible Mode presented in accordance with the foregoing clause (b):

     (A)  if such drafts and certificates are presented as aforesaid at or
prior to 1:30 P.M. (New York City time) on a business day, and provided that
such drafts and certificates strictly conform to the requirements of this
Letter of Credit, we will initiate a wire transfer of the amount so drawn to
your account indicated below at or prior to 3:30 P.M. (New York City time) on
the same business day;

     (B)  if such drafts and certificates are presented as aforesaid after
1:30 P.M. but at or prior to 4:00 P.M. (New York City time) on a business
day, and provided that such drafts and certificates strictly conform to the
requirements of this Letter of Credit, we will initiate a wire transfer of
the amount so drawn to your account indicated below at or prior to 10:00 A.M.
on the business day next succeeding the business day on which such drafts and
certificates were presented (notwithstanding that such day of presentation
may have been the Credit Termination Date); and 

     (C)  if such drafts and certificates are presented as aforesaid after
4:00 P.M. (New York City time) on a business day, and provided that such
drafts and certificates strictly conform to the requirements of this Letter
of Credit, we will initiate a wire transfer of the amount so drawn to your
account indicated below at or prior to 1:00 P.M. (New York City time) on the
business day next succeeding the business day on which such drafts and
certificates were presented (notwithstanding that such day of presentation
may have been the Credit Termination Date);

and

     (ii) All Other Drawings:  In the case of any other drafts and
certificates:

     (A)  if such drafts and certificates are presented as aforesaid at or
prior to 4:00 P.M. (New York City time) on a business day, and provided that
such drafts strictly conform to the requirements of this Letter of Credit, we
will initiate a wire transfer of the amount so drawn to your account
indicated below at or prior to 10:00 A.M. (New York City time) on the
business day next succeeding the business day on which such drafts and
certificates were presented (notwithstanding that such day of presentation
may have been the Credit Termination Date); and

     (B)  if such drafts and certificates are presented as aforesaid after
4:00 P.M. (New York City time) on a business day, and provided that such
drafts and certificates strictly conform to the requirements of this Letter
of Credit, we will initiate a wire transfer of the amount so drawn to your
account indicated below at or prior to 1:00 P.M. (New York City time) on the
business day next succeeding the business day on which such drafts and
certificates were presented (notwithstanding that such day of presentation
may have been the Credit Termination Date).

Wire transfers of funds paid in respect of any drawing hereunder shall be
made to you at BayBank Boston, ABA # 011001742, credit Account No. 002-298-5,
Attention: Corporate Trust, or to such other account as you may from time to
time specify to us in writing.  All payments made by us under this Letter of
Credit will be made with our own funds and not with any funds of the Account
Party or the Issuer.

     (4)  Reductions.  The Interest Component shall be reduced immediately
following our honoring any draft drawn hereunder to pay unpaid interest on
Eligible Bonds or to pay that portion of the purchase price or redemption
price corresponding to unpaid interest on Eligible Bonds, in each case by an
amount equal to the amount of such draft (any such drawing being an "Interest
Drawing").  The Principal Component shall be reduced immediately following
our honoring any draft drawn hereunder: (i) pursuant to Section 308(c)(ii) of
the Indenture to pay that portion of purchase price corresponding to
principal of Eligible Bonds that are (A) subject to mandatory tender for
purchase pursuant to Section 301(d)(iii), 301(e)(iv)(B) or 301(f)(iii) of the
Indenture or (B) tendered for purchase by the holders thereof pursuant to
Section 301(e)(iii) of the Indenture (any such drawing in respect of the
circumstances referred to in this clause (i) being a "Tender Drawing"), (ii)
pursuant to Section 308(c)(i) of the Indenture to pay the principal of
Eligible Bonds or that portion of the redemption price of Eligible Bonds
corresponding to principal, whether at stated maturity, upon acceleration or
upon redemption, or (iii) pursuant to Section 308(c)(ii) of the Indenture to
pay that portion of the purchase price corresponding to principal of Eligible
Bonds that are subject to mandatory tender for purchase pursuant to Section
301(e)(iv)(A) of the Indenture (any such drawing in respect of the
circumstances referred to in the foregoing clause (ii) or in this clause
(iii) being a "Redemption/Mandatory Purchase Drawing"), in each such case by
an amount equal to the amount of such draft.  The Premium Component shall be
reduced immediately following our honoring any draft drawn hereunder to pay
premium on Eligible Bonds in connection with a Redemption/Mandatory Purchase
Drawing, by an amount equal to the amount of such draft.

     Additionally, upon receipt of a Notice of Reduction in the form of
Exhibit 4 to this Letter of Credit purportedly executed by you, we will
reduce the Principal Component, Interest Component and Premium Component to
the amounts therein stated. 

     (5)  Reinstatement.  The Interest Component and the Principal Component
shall, from time to time, be reinstated by us in accordance with, and only to
the extent provided in, the following subparagraphs (i) and (ii).  In no
event shall reductions in the Premium Component be reinstated.

     (i)  Interest Component.  Reductions in the Interest Component resulting
from Interest Drawings shall be reinstated as follows:

     (A)  Immediately following each drawing hereunder to pay unpaid interest
on Eligible Bonds in the Flexible Mode or to pay that portion of purchase
price, but not redemption price, corresponding to unpaid interest on Eligible
Bonds in the Flexible Mode, the amount so drawn shall be automatically
reinstated to the Interest Component unless, not later than the business day
preceding such drawing you shall have received written notice from us that we
will not reinstate the Interest Component in the amount of such drawing.  On
the fifth day following each drawing hereunder to pay accrued and unpaid
interest on Eligible Bonds that are not in the Flexible Mode, or to pay that
portion of purchase price, but not redemption price, corresponding to accrued
and unpaid interest on Eligible Bonds that are not in the Flexible Mode, the
amount so drawn shall be automatically reinstated to the Interest Component,
unless you shall have theretofore received written notice from us that we
will not reinstate the Interest Component in the amount of such drawing.  Any
notice of non-reinstatement delivered pursuant to this subparagraph (i)(A)
shall be in writing and shall be delivered to you by hand delivery or
facsimile transmission.

     (B)  If, subsequent to any such delivery of a notice of non-
reinstatement as aforesaid, we shall deliver to you, by hand delivery or
facsimile transmission, a Notice of Reinstatement in the form of Exhibit 5
hereto, then, upon such delivery to you, the Interest Component shall be
immediately reinstated to the extent specified in such Notice of
Reinstatement.

     (C)  In no event shall the Interest Component be reinstated to an amount
in excess of 45 days' interest on Eligible Bonds, computed at the rate of 12%
per annum on the basis of a year of 365 or 366 days (as applicable) for the
actual days elapsed, or such lesser rate of interest as shall equal the
Maximum Interest Rate (as defined in the Indenture) in effect under the
Indenture with respect to such Eligible Bonds.

     (ii) Principal Component.  Reductions in the Principal Component
resulting from Redemption/Mandatory Purchase Drawings shall in no event be
reinstated.  Reductions in the Principal Component resulting from Tender
Drawings shall be reinstated as follows:

     (A)  Immediately upon receipt by us of proceeds from the remarketing of
Pledged Bonds (as defined in the Indenture), or of written notice from you
that you have received such proceeds (or a window receipt guaranteeing same
day payment in immediately available funds of such proceeds as contemplated
by Section 312(a) of the Indenture), the Principal Component shall be
reinstated automatically by the amount of such proceeds.

     (B)  Immediately upon your receipt from us, by hand delivery or
facsimile transmission, of a Notice of Reinstatement in the form of Exhibit 5
hereto, the Principal Component shall be immediately reinstated to the extent
specified in such Notice of Reinstatement.

     (C)  In no event shall the Principal Component be reinstated to an
amount in excess of the aggregate principal amount of Eligible Bonds then
outstanding under the Indenture.

Any Notice of Reinstatement delivered to you in the form set forth in Exhibit
5 hereto, whether delivered pursuant to subparagraph (i) or subparagraph
(ii), above, may be combined, in a single such Notice, with any other Notice
of Reinstatement delivered pursuant to the other such subparagraph.

     (6)  Notices.  Communications (other than drawings) with respect to this
Letter of Credit shall be in writing and shall be addressed to us at Two
Paces West, 2727 Paces Ferry Road, Suite 1200, Atlanta, Georgia 30339,
Attention: Clare Coyne (telephone: (404) 319-4836, telecopy: (404) 319-4950,
with a copy to:  Canadian Imperial Bank of Commerce, Utilities Group, 200
West Madison Street, Suite 2300, Chicago, Illinois 60606 (telephone: (312)
855-3212, telecopy: (312) 750-0927) (or at such other office as we may
designate by written notice to you), specifically referring to the number of
this Letter of Credit.

     (7)  Transfer.  This Letter of Credit is transferable in its entirety
(but not in part) to any transferee who has succeeded you as Paying Agent
under the Indenture and may be successively so transferred.  Transfer of the
available balance under this Letter of Credit to such transferee shall be
effected by the presentation to us of this Letter of Credit accompanied by a
certificate substantially in form set forth in Exhibit 6.

     (8)  Governing Law, Etc.  Except as otherwise provided herein, this
Letter of Credit shall be governed by and construed in accordance with the
Uniform Customs and Practices for Documentary Credits (1983 Revision)
Publication No. 400 of the International Chamber of Commerce ("UCP") and, to
the extent not inconsistent with the UCP, the laws of the State of New York,
including the Uniform Commercial Code as in effect in the State of New York. 
This Letter of Credit sets forth in full our undertaking, and, except as
expressly set forth herein, such undertaking shall not in any way be
modified, amended, amplified or limited by reference to any document,
instrument or agreement referred to herein (including, without limitation,
the Bonds, the Indenture and the Reimbursement Agreement), except only the
certificates and the drafts referred to herein; and any such reference shall
not be deemed to incorporate herein by reference any document, instrument or
agreement except for such certificates and such drafts.  Whenever and
wherever the terms of this Letter of Credit shall refer to the purpose of a
draft hereunder, or the provisions of any agreement or document pursuant to
which such draft may be presented hereunder, such purpose or provisions shall
be conclusively determined by reference to the certificate accompanying such
draft; in furtherance of this sentence, whether any drawing is in respect of
payment of regularly scheduled interest on the Bonds or of principal of or
interest on the Bonds upon scheduled or accelerated maturity or is a Tender
Drawing or a Redemption/Mandatory Purchase Drawing shall be conclusively
determined by reference to the certificate accompanying such drawing.

Very truly yours,

CANADIAN IMPERIAL BANK OF COMMERCE,
NEW YORK AGENCY



By                                      

     Title:



By                                      

     Title:
EXHIBIT 1
TO THE LETTER OF CREDIT


CERTIFICATE FOR TENDER DRAWING


     The undersigned, a duly authorized officer of                     , (the
"Paying Agent"), hereby certifies as follows to Canadian Imperial Bank of
Commerce, New York Agency (the "Bank"), with reference to Irrevocable Letter
of Credit No.            (the "Letter of Credit") issued by the Bank in favor
of the Paying Agent.  Terms defined in the Letter of Credit and used but not
defined herein shall have the meanings given them in the Letter of Credit.

     (1)  The Paying Agent is the Paying Agent under the Indenture for the
holders of the Bonds.

     (2)  The Paying Agent is making a Tender Drawing under the Letter of
Credit in the amount of $                pursuant to Section 308(c)(ii) of
the Indenture to pay that portion of the purchase price corresponding to
principal of Eligible Bonds that are

     [subject to mandatory tender for purchase pursuant to Section
[301(d)(iii)] [301(e)(iv)(B)] [301(f)(iii)] of the Indenture.]

     [tendered for purchase by the holders thereof pursuant to Section
301(e)(iii) of the Indenture.]

     (3)  The amount of purchase price corresponding to principal of Eligible
Bonds and with respect to the payment of which the Paying Agent, pursuant to
the foregoing Sections of the Indenture, is drawing under the Letter of
Credit, is as follows, and the amount of the draft accompanying this
Certificate does not exceed such amount:

     Principal:  $                 

     (4)  The amount of the draft accompanying this Certificate being drawn
in respect of purchase price corresponding to principal of Eligible Bonds, as
indicated in paragraph (3), above, does not exceed the Principal Component of
the Letter of Credit.  The amount of the draft accompanying this Certificate
in respect of purchase price corresponding to principal of such Bonds has
been computed in accordance with the terms and conditions of such Eligible
Bonds and the Indenture.

     (5)  No proceeds of this drawing will be applied to the payment of
purchase price of any Bonds that are not Eligible Bonds, including any
Pledged Bonds (as defined in the Indenture), any Company Bonds (as defined in
the Indenture) and any Bonds in the Fixed Rate Mode (as defined in the
Indenture).

     [(6) The Eligible Bonds in respect of which this drawing is being made
are Eligible Bonds in the Flexible Mode, and payment of this drawing shall be
made in accordance with Paragraph 3(i) of the Letter of Credit.]

     [(6) The Eligible Bonds in respect of which this drawing is being made
are not Eligible Bonds in the Flexible Mode, and payment of this drawing
shall be made in accordance with Paragraph 3(ii) of the Letter of Credit].

     IN WITNESS WHEREOF, the Paying Agent has executed and delivered this
Certificate as of the          day of                       , 19           .


[NAME OF PAYING AGENT],
as Paying Agent



By                                 
  Title:
EXHIBIT 2
TO THE LETTER OF CREDIT


CERTIFICATE FOR REDEMPTION/
MANDATORY PURCHASE DRAWING 


     The undersigned, a duly authorized officer of                  , (the
"Paying Agent"), hereby certifies as follows to Canadian Imperial Bank of
Commerce, New York Agency (the "Bank"), with reference to Irrevocable Letter
of Credit No.            (the "Letter of Credit") issued by the Bank in favor
of the Paying Agent.  Terms defined in the Letter of Credit and used but not
defined herein shall have the meanings given them in the Letter of Credit.

     (1)  The Paying Agent is the Paying Agent under the Indenture for the
holders of the Bonds.

     (2)  The Paying Agent is making a Redemption/Mandatory Purchase Drawing
under the Letter of Credit in the amount of $                

     [pursuant to Section 308(c)(i) and Section 605 of the Indenture to pay
the principal of Eligible Bonds due pursuant to the Indenture upon maturity
or as a result of acceleration of such Eligible Bonds in accordance with the
Indenture and the terms of such Eligible Bonds.]

     [pursuant to Section 308(c)(i) of the Indenture to pay that portion of
the redemption price corresponding to principal of [and premium on] Eligible
Bonds due pursuant to the Indenture upon redemption of such Eligible Bonds in
accordance with the Indenture and the terms of such Eligible Bonds.]

     [pursuant to Section 308(c)(ii) of the Indenture to pay that portion of
the purchase price of Eligible Bonds corresponding to principal that are
subject to mandatory tender for purchase pursuant to Section 301(e)(iv)(A) of
the Indenture.]

     (3)  The amount of [principal of] [redemption price corresponding to
principal of] [and premium on] [purchase price corresponding to principal of]
Eligible Bonds which is due and payable and with respect to the payment of
which the Paying Agent, pursuant to the foregoing Section[s] of the
Indenture, is to draw under the Letter of Credit is as follows, and the
amount of the draft accompanying this Certificate does not exceed such
amount:

     Principal:     $                  
     [Premium:      $                  ]

     (4)  The amount of the draft accompanying this Certificate being drawn
in respect of payment of [principal] [redemption price corresponding to
principal] [purchase price corresponding to principal] of Eligible Bonds, as
indicated in paragraph (3), above, does not exceed the Principal Component of
the Letter of Credit.  [The amount of the draft accompanying this Certificate
being drawn in respect of that portion of the redemption price of Eligible
Bonds corresponding to premium, as indicated in paragraph (3), above, does
not exceed the Premium Component of the Letter of Credit.]  The amount of the
draft accompanying this Certificate in respect of payment of [principal]
[redemption price corresponding to principal] [and premium] [purchase price
corresponding to principal] of such Eligible Bonds has been computed in
accordance with the terms and conditions of such Eligible Bonds and the
Indenture.

     (5)  No proceeds of this drawing will be applied to the payment of
principal, redemption price (including premium, if any) or purchase price of
any Bonds that are not Eligible Bonds, including any Pledged Bonds (as
defined in the Indenture), any Company Bonds (as defined in the Indenture),
and any Bonds in the Fixed Rate Mode (as defined in the Indenture).

     (6)  Payment of this drawing shall be made in accordance with Paragraph
3(ii) of the Letter of Credit.

     [(7) The draft accompanying this Certificate is the final draft to be
drawn under the Letter of Credit, and, upon the honoring of such draft, the
Letter of Credit will expire in accordance with its terms.]

     IN WITNESS WHEREOF, the Paying Agent has executed and delivered this
Certificate as of the          day of                       , 19           .

[NAME OF PAYING AGENT],
as Paying Agent



By                                 
  Title:
EXHIBIT 3
TO THE LETTER OF CREDIT


CERTIFICATE FOR INTEREST DRAWING


     The undersigned, a duly authorized officer of                         ,
(the "Paying Agent"), hereby certifies as follows to Canadian Imperial Bank
of Commerce, New York Agency (the "Bank"), with reference to Irrevocable
Letter of Credit No.           (the "Letter of Credit") issued by the Bank in
favor of the Paying Agent.  Terms defined in the Letter of Credit and used
but not defined herein shall have the meanings given them in the Letter of
Credit.

     (1)  The Paying Agent is the Paying Agent under the Indenture for the
holders of the Bonds.

     (2)  The Paying Agent is making a drawing under the Letter of Credit in
the amount of $                with respect to [the payment of interest] [the
payment of the portion of redemption price corresponding to interest] [the
payment of the portion of purchase price corresponding to interest] on
Eligible Bonds in accordance with the Indenture.

     (3)  The amount of [interest] [redemption price corresponding to
interest] [purchase price corresponding to interest] on Eligible Bonds that
is due and owing is as follows, and the amount of the draft accompanying this
Certificate does not exceed such amount:

     Interest:                     

     (4)  The amount of the draft accompanying this Certificate being drawn
in respect of payment of [interest] [redemption price corresponding to
interest] [purchase price corresponding to interest] on Eligible Bonds, as
indicated in paragraph (3), above, does not exceed the Interest Component of
the Letter of Credit.  The amount of the draft accompanying this Certificate
in respect of payment of [interest] [redemption price corresponding to
interest] [purchase price corresponding to interest] on Eligible Bonds has
been computed in accordance with the terms and conditions of such Eligible
Bonds and the Indenture.

     (5)  Payment of this drawing shall be made in accordance with Paragraph
3(ii) of the Letter of Credit.

     IN WITNESS WHEREOF, the Paying Agent has executed and delivered this
Certificate as of the          day of                       , 19      .


[NAME OF PAYING AGENT],
as Paying Agent



By                                 
  Title:
EXHIBIT 4
TO THE LETTER OF CREDIT


NOTICE OF REDUCTION


     The undersigned, a duly authorized officer of                         ,
(the "Paying Agent"), hereby certifies as follows to Canadian Imperial Bank
of Commerce, New York Agency (the "Bank"), with reference to Irrevocable
Letter of Credit No.           (the "Letter of Credit") issued by the Bank in
favor of the Paying Agent.  Terms defined in the Letter of Credit and used
but not defined herein shall have the meanings given them in the Letter of
Credit.

     (1)  The Paying Agent is the Paying Agent under the Indenture for the
holders of the Bonds.

     (2)  As of the date hereof, the aggregate principal amount of Eligible
Bonds (including for this purpose all Pledged Bonds and all Company Bonds)
outstanding is 

     Principal: $                  

     (3)  You are hereby directed to reduce the [Principal] [Premium] [and]
[Interest] Components of the Letter of Credit as follows:

     [The Principal Component of the Letter of Credit is reduced to $         
     .]

     [The Premium Component of the Letter of Credit is reduced to $           
   .]

     [The Interest Component of the Letter of Credit is reduced to $          
    .]

     IN WITNESS WHEREOF, the Paying Agent has executed and delivered this
Certificate as of the          day of                  , 19      .

[NAME OF PAYING AGENT],
as Paying Agent



By                                 
  Title:
EXHIBIT 5
TO THE LETTER OF CREDIT


NOTICE OF REINSTATEMENT


The undersigned, a duly authorized officer of Canadian Imperial Bank of
Commerce, New York Agency (the "Bank"), hereby gives the following notice to  
       , as paying agent (the "Paying Agent"), with reference to Irrevocable
Letter of Credit No.          (the "Letter of Credit") issued by the Bank in
favor of the Paying Agent.  Terms defined in the Letter of Credit and used
but not defined herein have the meanings given them in the Letter of Credit.

The Bank hereby notifies you that:

[1.] [Pursuant to Paragraph 5(i)(B) of the Letter of Credit and Section
     2.04(b)(ii) of the Reimbursement Agreement, the Interest Component has
     been reinstated by $               .]

[2.] [Pursuant to Paragraph 5(ii)(B) of the Letter of Credit and Section
     2.04(c) of the Reimbursement Agreement, the Principal Component has been
     reinstated by $               .]

     IN WITNESS WHEREOF, the Bank has executed and delivered this Notice of
Reinstatement as of the        day of                  , 19      


CANADIAN IMPERIAL BANK OF COMMERCE,
NEW YORK AGENCY


By                            
  Title:

EXHIBIT 6
TO THE LETTER OF CREDIT


INSTRUCTIONS TO TRANSFER


                                             , 19      


     Re:  Irrevocable Letter of Credit No.                  


Gentlemen:

     The undersigned, as Paying Agent under that certain Loan and Trust
Agreement, dated as of December 1, 1992 (the "Indenture"), by and among the
Business Finance Authority of the State of New Hampshire (the "Issuer"), The
Connecticut Light and Power Company and BayBank, as Trustee,  is named as
beneficiary in the Letter of Credit referred to above (the "Letter of
Credit").  The Transferee named below has succeeded the undersigned as Paying
Agent under such Indenture.

                                  
(Name of Transferee)

                                  
(Address)

     Therefore, for value received, the undersigned hereby irrevocably
instructs you to transfer to such Transferee all rights of the undersigned to
draw under the Letter of Credit.

     Such Transferee shall hereafter have the sole rights as beneficiary
under the Letter of Credit; provided, however, that no rights shall be deemed
to have been transferred to such Transferee until such transfer complies with
the requirements of the Letter of Credit pertaining to transfers.

     IN WITNESS WHEREOF, the undersigned has executed and delivered this
Certificate as of the          day of                  , 19      .

[NAME OF RETIRING PAYING AGENT],
as Paying Agent


By                                 
  Title:

     The undersigned, [Name of Transferee], hereby accepts the foregoing
transfer of rights under the Letter of Credit.

[Name of Transferee]


By                                 
  Title:

Address of Principal
Corporate Trust Office:

[insert address]

EXHIBIT 1.01B



PARTICIPATION ASSIGNMENT

Dated                 , 19


     Reference is made to the Letter of Credit and Reimbursement Agreement,
dated as of December 1, 1992 (said Agreement, as it may hereafter be amended
or otherwise modified from time to time, being the "Agreement"; unless
otherwise defined herein terms defined in the Agreement are used herein with
the same meaning), among The Connecticut Light and Power Company (the
"Account Party"), Canadian Imperial Bank of Commerce, New York Agency
("CIBC"), as Issuing Bank, the Participating Banks named therein and from
time to time parties thereto, and CIBC, as Agent.  Pursuant to the Agreement, 
        (the "Assignor") has purchased a participation from the Issuing Bank
in and to the Letter of Credit and each payment thereunder and demand loan
made by the Issuing Bank and has committed to make Advances to the Account
Party.

     The Assignor and                   (the "Assignee") agree as follows:

     1.   The Assignor hereby sells and assigns, without recourse, to the
Assignee, and the Assignee hereby purchases and assumes from the Assignor,
without recourse to the Assignor that portion set forth in Section 1(c) of
Schedule 1 hereto (the "Assigned Interest") of the Assignor's rights and
obligations under the Agreement and the Pledge Agreement, including, without
limitation, the participation purchased by the Assignor pursuant to Section
3.07 of the Agreement in respect of unreimbursed amounts and demand loans
owing from time to time to the Issuing Bank, the Commitment of the Assignor
to make Advances and the Advances outstanding on the Effective Date (as
hereinafter defined).  Such Assigned Interest represents the percentage
interest specified in Section 2(b) of Schedule 1 of all outstanding rights
and obligations of the Participating Banks under the Agreement, and, after
giving effect to such sale and assignment, the Assignee's and Assignor's
Participation Percentages will be as set forth in Sections 2(b) and 2(c),
respectively, of Schedule 1.  The effective date of this sale and assignment
shall be the date specified in Section 3 of Schedule 1 (the "Effective
Date").

     2.   On the Effective Date, the Assignee will pay to the Assignor, in
same day funds, at such address and account as the Assignor shall advise the
Assignee, an amount equal to (1) the aggregate amount of unreimbursed letter
of credit payments, demand loans and Advances outstanding (as set forth in
Section 1 of Schedule 1) times (2) the Assigned Interest.  From and after the
Effective Date, the Assignor agrees that the Assignee shall be entitled to
all rights, powers and privileges of the Assignor under the Agreement and the
Pledge Agreement to the extent of the Assigned Interest, including without
limitation (i) the right to receive all payments in respect of the Assigned
Interest for the period from and after the Effective Date, whether on account
of reimbursements, principal, interest, fees, indemnities in respect of
claims arising after the Effective Date, increased costs, additional amounts
or otherwise; (ii) the right to vote and to instruct the Agent and the
Issuing Bank under the Agreement based on the Assigned Interest; (iii) the
right to set-off and to appropriate and apply deposits of the Account Party
as set forth in the Agreement; and (iv) the right to receive notices,
requests, demands and other communications.  The Assignor agrees that it will
promptly remit to the Assignee any amount received by it in respect of the
Assigned Interest (whether from the Account Party, the Agent or otherwise) in
the same funds in which such amount is received by the Assignor.

     3.   The Assignor (i) represents and warrants that it is the legal and
beneficial owner of the interest being assigned by it hereunder and that such
interest is free and clear of any adverse claim; (ii) makes no representation
or warranty and assumes no responsibility with respect to any statements,
warranties or representations made in or in connection with the Agreement or
the Related Documents or the execution, legality, validity, enforceability,
genuineness, sufficiency or value of the Agreement, the Related Documents or
any other instrument or document furnished pursuant thereto; and (iii) makes
no representation or warranty and assumes no responsibility with respect to
the financial condition of the Account Party or the performance or observance
by the Account Party of any of its obligations under the Agreement, the
Related Documents or any other instrument or document furnished pursuant
thereto.

     4.   The Assignee (i) confirms that it has received a copy of the
Agreement, together with copies of the financial statements referred to in
Section 6.01(f) thereof and such other documents and information as it has
deemed appropriate to make its own credit analysis and decision to enter into
this Assignment; (ii) agrees that it will, independently and without reliance
upon the Agent, the Issuing Bank, the Assignor or any other Participating
Bank 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 Agreement and the Related Documents; (iii) appoints
and authorizes the Agent to take such action as agent on its behalf and to
exercise such powers under the Agreement and the Pledge Agreement as are
delegated to the Agent by the terms thereof, together with such powers as are
reasonably incidental thereto; (iv) agrees that it will perform in accordance
with its terms all of the obligations which by the terms of the Agreement are
required to be performed by it as a Participating Bank and (v) confirms that
it has paid the processing fee referred to in subsection 10.06(b) of the
Agreement.

     5.   Following the execution of this Assignment, it will be delivered to
the Agent for acceptance and recording by the Agent.  Upon such acceptance
and recording and receipt of the consent of the Issuing Bank required
pursuant to Section 10.06(b) of the Agreement (which shall be evidenced by
the Issuing Bank's execution of this Assignment on the appropriate space on
Schedule 1), as of the Effective Date, (i) the Assignee shall be a party to
the Agreement and, to the extent provided in this Assignment, have the rights
and obligations of a Participating Bank thereunder and under the Pledge
Agreement and (ii) the Assignor shall, to the extent provided in this
Assignment, relinquish its rights and be released from its obligations under
the Agreement and the Pledge Agreement.

     6.   Upon such acceptance, recording and consent, from and after the
Effective Date, the Agent shall make all payments under the Agreement in
respect of the interest assigned hereby (including, without limitation, all
payments of principal, interest and fees with respect thereto) to the
Assignee at its address set forth on Schedule 1 hereto.  The Assignor and
Assignee shall make all appropriate adjustments in payments under the
Agreement for periods prior to the Effective Date directly between
themselves.

     7.   This Assignment shall be governed by, and construed in accordance
with, the laws of the State of New York.

     8.   This Assignment may be executed in counterparts by the parties
hereto, each of which counterpart when so executed shall be deemed to be an
original and all of which when taken together shall constitute one and the
same agreement.

     IN WITNESS WHEREOF, the parties hereto have caused this Assignment to be
executed by their respective officers thereunto duly authorized, as of the
date first above written, such execution being made on Schedule 1 hereto.

Schedule 1
to
Participation Assignment
Dated       , 19  


Section 1

     a.   Total Unreimbursed
            Payments and demand loans        $
     b.   Total Advances:                    $
     c.   Assigned Interest:*                           %

Section 2

     a.   Assignor's Participation
            Percentage (immediately
            prior to the effectiveness
            of this Assignment)                         %
     b.   Assignee's Participation
            Percentage** (upon the 
            effectiveness of this
            Assignment)                                 %
     c.   Assignor's Participation
            Percentage** (upon
            the effectiveness of
            this Assignment)                            %

Section 3

     Effective Date***:       ,19   



[NAME OF ASSIGNOR]



By                                 
  Title:


[NAME OF ASSIGNEE]



By                                 
  Title:

[Address]
Telecopier No.          
Attention:

Consented to this    day
of   , 


CANADIAN IMPERIAL BANK OF 
  COMMERCE, NEW YORK AGENCY
  as Issuing Bank



By                                 
  Title:

Accepted this  day****
of           ,    


CANADIAN IMPERIAL BANK OF
  COMMERCE, NEW YORK AGENCY,
  as Agent



By                                 
  Title:

*Specify percentage to no more than 8 decimal points.
**The sum of the percentages set forth in Section 2(b) and (c) shall equal
the percentage set forth in Section 2(a).
***Such date shall be at least 5 Business Days after the execution of this
Assignment.
****Not to be accepted without proof of Account Party's consent pursuant to
Section 10.06(b) of the Reimbursement Agreement. 


                           APPLICABLE LENDING OFFICES

The Assignee's Applicable Lending Offices are as follows:



Domestic Lending Office:







CD Lending Office:







Eurodollar Lending Office:
EXHIBIT 1.01C


PLEDGE AGREEMENT


Dated as of December 1, 1992



     THIS PLEDGE AGREEMENT ("this Agreement") is made by and between:

     (i)  The Connecticut Light and Power Company, a corporation duly
organized and validly existing under the laws of the State of Connecticut
(the "Account Party"); and

     (ii) Canadian Imperial Bank of Commerce, New York Agency ("CIBC"), as
issuer of the Letter of Credit (the "Issuing Bank");

for the benefit of the Issuing Bank and

     (iii)     The Agent (as defined therein) and the Participating Banks (as
defined therein) from time to time party to the Reimbursement Agreement
hereinafter referred to.


PRELIMINARY STATEMENT

     The Business Finance Authority of the State of New Hampshire (the
"Issuer") proposes to issue, pursuant to a Loan and Trust Agreement, dated as
of December 1, 1992 (as supplemented or amended from time to time with the
written consent of the Issuing Bank, the "Indenture"), by and among the
Issuer, the Account Party and BayBank, as trustee (such entity, or its
successor as trustee, being the "Trustee"), $21,000,000 aggregate principal
amount of Business Finance Authority of the State of New Hampshire Pollution
Control Refunding Revenue Bonds (The Connecticut Light and Power Company
Project - 1992 Series A) (the "Bonds") and, pursuant to the Indenture, the
Account Party has requested the Issuing Bank to issue the letter of credit
referred to therein in favor of the Paying Agent described therein.  The
Issuing Bank has agreed to issue such letter of credit subject to the terms
and conditions set forth in that certain Letter of Credit and Reimbursement
Agreement, of even date herewith, among the Account Party, the Issuing Bank,
the Agent and the Participating Banks referred to therein and relating to the
Bonds (said Letter of Credit and Reimbursement Agreement, as it may hereafter
be amended, modified or supplemented from time to time, being hereinafter
referred to as the "Reimbursement Agreement").

     It is a condition precedent to the obligation of the Issuing Bank to
issue such letter of credit and of the Participating Banks to make the
Advances described in the Reimbursement Agreement that the Account Party
shall have made the pledge described in this Agreement.

     NOW THEREFORE, in consideration of the premises and to induce the
Issuing Bank to issue such letter of credit and to induce the Participating
Banks to make such Advances, the Account Party hereby agrees as follows
(capitalized terms used herein and not otherwise defined herein having the
meanings assigned them in the Reimbursement Agreement):

     SECTION 1.     Pledge.  The Account Party hereby pledges to the Issuing
Bank for the benefit of the Agent and the Participating Banks, and grants to
the Issuing Bank for the benefit of the Agent and the Participating Banks a
security interest in, the following (the "Pledged Collateral"):

     (i)  the Pledged Bonds (as defined in the Indenture) and the
instruments, if any, evidencing the Pledged Bonds, and all interest, cash,
instruments and other property from time to time received, receivable or
otherwise distributed in respect of or in exchange for any or all of the
Pledged Bonds; and

     (ii) all proceeds (other than the proceeds of the initial sale upon
issuance of the Pledged Bonds) of any and all of the foregoing collateral
(including, without limitation, proceeds that constitute property of the
types described above).

     SECTION 2.     Security for Obligations.  This Agreement secures the
payment of all obligations of the Account Party now or hereafter existing
under the Reimbursement Agreement, whether for reimbursement, principal,
interest, fees, expenses or otherwise, and all obligations of the Account
Party now or hereafter existing under this Agreement (all such obligations of
the Account Party being the "Obligations").  Without limiting the generality
of the foregoing, this Agreement secures the payment of all amounts which
constitute part of the Obligations and would be owed by the Account Party to
the Issuing Bank, the Agent or any Participating Bank under the Reimbursement
Agreement but for the fact that they are unenforceable or not allowable due
to the existence of a bankruptcy, reorganization or similar proceeding
involving the Account Party.

     SECTION 3.     Delivery of Pledged Collateral.  (a) All certificates or
instruments representing or evidencing the Pledged Collateral shall be
delivered to the Paying Agent and held by the Paying Agent on behalf of the
Issuing Bank pursuant hereto and shall be in suitable form for transfer by
delivery, or shall be accompanied by duly executed instruments of transfer or
assignment in blank, all in form and substance satisfactory to the Issuing
Bank.  For the better perfection of the Issuing Bank's, the Agent's and the
Participating Banks' rights in and to the Pledged Collateral, the Account
Party shall forthwith, upon the pledge of any Pledged Collateral hereunder,
cause such Pledged Collateral to be registered in the name of such nominee or
nominees of the Issuing Bank as the Issuing Bank shall direct.

     (b)  If, prior to the payment in full of the Obligations and the
termination of the Letter of Credit, the Account Party shall become entitled
to receive or shall receive any payment in respect of the Pledged Collateral,
the Account Party agrees to accept the same as the agent of the Issuing Bank,
the Agent and the Participating Banks, to hold the same in trust for the
Issuing Bank, the Agent and the Participating Banks and to deliver the same
to the Issuing Bank.  All such sums so received by the Issuing Bank shall be
credited against the Obligations in such order as the Agent shall, in its
sole discretion, elect.

     (c)  Notwithstanding the foregoing subsection (a), if and for so long as
the Bonds are to be held in the Book-Entry Only System (as defined in the
Indenture), the Account Party's obligations under such subsection shall be
deemed satisfied if such Pledged Bonds are (i) registered in the name of DTC
(as defined in the Indenture) in accordance with the Book-Entry Only System,
(ii) credited on the books of DTC to the account of the Paying Agent (or its
nominee) and (iii) further credited on the books of the Paying Agent (or such
nominee) to the account of the Issuing Bank (or its nominee).

     SECTION 4.     Representations and Warranties.  The Account Party
represents and warrants as follows:

     (a)  The pledge of the Pledged Collateral pursuant to this Agreement
creates, upon the Paying Agent's taking possession of the Pledged Bonds
pursuant to Section 3 hereof (whether by physical possession or by means of
registration to DTC and book-entry credit as described in subsection (c)
thereof), a valid and perfected first priority security interest in the
Pledged Collateral, securing the payment of the Obligations.

     (b)  No consent of any other person or entity and no authorization,
approval, or other action by, and no notice to or filing with, any
governmental authority or regulatory body is required (i) for the pledge by
the Account Party of the Pledged Collateral pursuant to this Agreement or for
the execution, delivery or performance of this Agreement by the Account
Party, (ii) for the perfection or maintenance of the security interest
created hereby (including the first priority nature of such security
interest), other than any filings of Uniform Commercial Code financing
statements that may be required for such perfection with respect to any
"proceeds" of the Pledged Bonds, or (iii) for the exercise by the Issuing
Bank of the voting or other rights provided for in this Agreement or the
remedies in respect of the Pledged Collateral pursuant to this Agreement
(except as may be required in connection with any disposition of any portion
of the Pledged Collateral by laws affecting the offering and sale of
securities generally and except for such as have already been obtained and
are in full force and effect).

     SECTION 5.     Further Assurances.  The Account Party agrees that at any
time and from time to time, at the expense of the Account Party, the Account
Party will promptly execute and deliver all further instruments and
documents, and take all further action, that may be necessary or desirable,
or that the Issuing Bank may reasonably request, in order to perfect and
protect any security interest granted or purported to be granted hereby or to
enable the Issuing Bank to exercise and enforce its rights and remedies
hereunder with respect to any Pledged Collateral.

     SECTION 6.     Release.  In the event that any Pledged Bonds are
subsequently remarketed by the Remarketing Agent and the proceeds thereof,
when added to any amounts paid to the Issuing Bank and/or the Agent by the
Account Party, are sufficient to (a) reimburse the Issuing Bank and the
Participating Banks in full for the drawing under the Letter of Credit
pursuant to which such Pledged Bonds became Pledged Bonds, (b) repay or
prepay any demand loan or Advance made in respect thereof and (c) pay all
interest, fees and other amounts accrued in respect thereof pursuant to the
Reimbursement Agreement, the lien of this Agreement shall be released as to
such Pledged Bonds (but not as to any other Pledged Bonds).

     SECTION 7.     Transfers and Other Liens.  The Account Party agrees that
it will not (i) sell, assign or otherwise dispose of, or grant any option
with respect to, any of the Pledged Collateral, or (ii) create or permit to
exist any lien, security interest, option or other charge or encumbrance upon
or with respect to any of the Pledged Collateral, except for the security
interest under this Agreement.

     SECTION 8.     Bank Appointed Attorney-in-Fact.  The Account Party
hereby appoints the Issuing Bank the Account Party's attorney-in-fact, with
full authority in the place and stead of the Account Party and in the name of
the Account Party or otherwise, from time to time in the Issuing Bank's
discretion to take any action and to execute any instrument which the Issuing
Bank may deem necessary or advisable to accomplish the purposes of this
Agreement, including, without limitation, to receive, indorse and collect all
instruments made payable to the Account Party representing any interest
payment or other distribution in respect of the Pledged Collateral or any
part thereof and to give full discharge for the same.

     SECTION 9.     Bank May Perform.  If the Account Party fails to perform
any agreement contained herein, the Issuing Bank may itself perform, or cause
performance of, such agreement, and the expenses of the Issuing Bank incurred
in connection therewith shall be payable by the Account Party under Section
10.04 of the Reimbursement Agreement.

     SECTION 10.    The Issuing Bank's Duties.  The powers conferred on the
Issuing Bank hereunder are solely to protect its interest in the Pledged
Collateral and shall not impose any duty upon it to exercise any such powers. 
Except for the safe custody of any Pledged Collateral in its actual
possession and the accounting for moneys actually received by it hereunder,
the Issuing Bank shall have no duty as to any Pledged Collateral, as to
ascertaining or taking action with respect to calls, conversions, exchanges,
maturities, tenders or other matters relative to any Pledged Collateral,
whether or not the Issuing Bank has or is deemed to have knowledge of such
matters, or as to the taking of any necessary steps to preserve rights
against any parties or any other rights pertaining to any Pledged Collateral. 
The Issuing Bank shall be deemed to have exercised reasonable care in the
custody and preservation of any Pledged Collateral in its actual possession
if such Pledged Collateral is accorded treatment substantially equal to that
which the Issuing Bank accords its own property.

     SECTION 11.    Remedies upon Default.  If any Event of Default shall
have occurred and be continuing:

     (a)  The Issuing Bank may exercise in respect of the Pledged Collateral,
in addition to other rights and remedies provided for herein or otherwise
available to it, all the rights and remedies of a secured party on default
under the Uniform Commercial Code in effect in the State of New York at that
time (the "Code") (whether or not the Code applies to the affected Pledged
Collateral), and may also, without notice except as specified below, sell the
Pledged Collateral or any part thereof in one or more parcels at public or
private sale, at any exchange, broker's board or at any of the Issuing Bank's
offices or elsewhere, for cash, on credit or for future delivery, and upon
such other terms as the Issuing Bank may deem commercially reasonable.  The
Account Party agrees that, to the extent notice of sale shall be required by
law, at least ten days' notice to the Account Party of the time and place of
any public sale or the time after which any private sale is to be made shall
constitute reasonable notification.  The Issuing Bank shall not be obligated
to make any sale of Pledged Collateral regardless of notice of sale having
been given.  The Issuing Bank may adjourn any public or private sale from
time to time by announcement at the time and place fixed therefor, and such
sale may, without further notice, be made at the time and place to which it
was so adjourned.

     (b)  Any cash held by the Issuing Bank as Pledged Collateral and all
cash proceeds received by the Issuing Bank in respect of any sale of,
collection from, or other realization upon all or any part of the Pledged
Collateral may, in the discretion of the Issuing Bank, be held by the Issuing
Bank as collateral for, and/or then or at any time thereafter be applied
(after payment of any amounts payable to the Issuing Bank pursuant to Section
9 hereof and/or Section 10.04 of the Reimbursement Agreement) in whole or in
part by the Issuing Bank against, all or any part of the Obligations in such
order as the Issuing Bank shall elect.  Any surplus of such cash or cash
proceeds held by the Issuing Bank and remaining after payment in full of all
the Obligations shall be paid over to the Account Party or to whomsoever may
be lawfully entitled to receive such surplus.

     SECTION 12.    Continuing Security Interest; Assignments.  This
Agreement shall create a continuing security interest in the Pledged
Collateral and shall (i) remain in full force and effect until the later of
(x) the payment in full of the Obligations and all other amounts payable
under this Agreement and (y) the expiration or termination of the
Commitments, (ii) be binding upon the Account Party, its successors and
assigns, and (iii) inure to the benefit of, and be enforceable by, the
Issuing Bank, the Agent, the Participating Banks and their respective
successors, transferees and assigns.  Without limiting the generality of the
foregoing clause (iii), any Participating Bank may, subject to Section 10.06
of the Reimbursement Agreement, assign or otherwise transfer all or any
portion of its rights and obligations under the Reimbursement Agreement
(including, without limitation, all or any portion of its Commitment and the
Advances owing to it) to any other person or entity, and such other person or
entity shall thereupon become vested with all the benefits in respect thereof
granted to such Participating Bank herein or otherwise.  Upon the later of
the payment in full of the Obligations and all other amounts payable under
this Agreement and the expiration or termination of the Commitments, the
security interest granted hereby shall terminate and all rights to the
Pledged Collateral shall revert to the Account Party.  Upon any such
termination, the Issuing Bank will, at the Account Party's expense, return to
the Account Party such of the Pledged Collateral as shall not have been sold
or otherwise applied pursuant to the terms hereof and execute and deliver to
the Account Party such documents as the Account Party shall reasonably
request to evidence such termination.

     IN WITNESS WHEREOF, the Account Party has caused this Agreement to be
duly executed and delivered by its officer thereunto duly authorized as of
the date first above written.

THE CONNECTICUT LIGHT AND POWER COMPANY,
as Account Party and pledgor



By                                 
  Title:


CANADIAN IMPERIAL BANK OF COMMERCE,
NEW YORK AGENCY,
as Issuing Bank and pledgee



By                                 
  Title: