Exhibit 10.1

$1,250,000,000



364-DAY CREDIT AGREEMENT



among



DOMINION RESOURCES, INC.,

VIRGINIA ELECTRIC
AND POWER COMPANY,

CONSOLIDATED NATURAL GAS COMPANY,



The Several Lenders from Time to Time Parties Hereto,



JPMORGAN CHASE BANK,

as Administrative Agent,



BANK OF AMERICA, N.A. AND

THE BANK OF NOVA SCOTIA,

as Co-Syndication Agents,



and



BARCLAYS BANK PLC AND

CITIBANK, N.A.,

as Co-Documentation Agents



---



J.P. MORGAN SECURITIES INC.,

as Lead Arranger and Bookrunner



Dated as of May 30, 2002



---





Table of Contents



|                                                                |  | Page
|--------------------------------------------------------------- |  | ----
|SECTION 1. DEFINITIONS AND ACCOUNTING TERMS                     |  | 1   
|                                                               
|1.1 Definitions                                                 |  | 1   
|1.2 Computation of Time Periods; Other Definitional Provisions. |  | 12  
|1.3 Accounting Terms.                                           |  | 13  
|1.4 Time.                                                       |  | 13  
|                                                               
|SECTION 2. LOANS                                                |  | 13  
|                                                               
|2.1 Revolving Loan Commitment.                                  |  | 13  
|2.2 Method of Borrowing for Revolving Loans                     |  | 16  
|2.3 Funding of Revolving Loans                                  |  | 17  
|2.4 Minimum Amounts of Revolving Loans                          |  | 17  
|2.5 Reductions of Revolving Loan Commitment                     |  | 18  
|2.6 Notes                                                       |  | 18  
|                                                               
|SECTION 3. PAYMENTS                                             |  | 18  
|                                                               
|3.1 Interest                                                    |  | 18  
|3.2 Prepayments                                                 |  | 19  
|3.3 Payment in Full at Maturity                                 |  | 19  
|3.4 Fees                                                        |  | 19  
|3.5 Place and Manner of Payments                                |  | 20  
|3.6 Pro Rata Treatment                                          |  | 20  
|3.7 Computations of Interest and Fees                           |  | 21  
|3.8 Sharing of Payments.                                        |  | 21  
|3.9 Evidence of Debt                                            |  | 22  
|3.10 Conversion Option                                          |  | 23  
|                                                               
|SECTION 4. ADDITIONAL PROVISIONS REGARDING LOANS                |  | 23  
|                                                               
|4.1 Eurodollar Loan Provisions.                                 |  | 23  
|4.2 Capital Adequacy                                            |  | 24  
|4.3 Compensation                                                |  | 25  
|4.4 Taxes                                                       |  | 25  
|4.5 Mitigation; Mandatory Assignment.                           |  | 27  
|                                                               
|SECTION 5. CONDITIONS PRECEDENT                                 |  | 28  
|                                                               
|5.1 Closing Conditions                                          |  | 28  
|5.2 Conditions to Loans                                         |  | 30  
|                                                               
|SECTION 6. REPRESENTATIONS AND WARRANTIES                       |  | 30  



---

|                                                  |  | Page
|------------------------------------------------- |  | ----
|6.1 Organization and Good Standing.               |  | 30  
|6.2 Due Authorization                             |  | 31  
|6.3 No Conflicts                                  |  | 31  
|6.4 Consents                                      |  | 31  
|6.5 Enforceable Obligations                       |  | 31  
|6.6 Financial Condition                           |  | 31  
|6.7 No Default                                    |  | 32  
|6.8 Indebtedness                                  |  | 32  
|6.9 Litigation                                    |  | 32  
|6.10 Taxes                                        |  | 32  
|6.11 Compliance with Law                          |  | 32  
|6.12 ERISA                                        |  | 33  
|6.13 Use of Proceeds                              |  | 33  
|6.14 Government Regulation                        |  | 33  
|6.15 Solvency                                     |  | 33  
|                                                 
|SECTION 7. AFFIRMATIVE COVENANTS                  |  | 33  
|                                                 
|7.1 Information Covenants                         |  | 34  
|7.2 Preservation of Existence and Franchises      |  | 35  
|7.3 Books and Records.                            |  | 35  
|7.4 Compliance with Law.                          |  | 35  
|7.5 Payment of Taxes.                             |  | 35  
|7.6 Insurance                                     |  | 36  
|7.7 Performance of Obligations                    |  | 36  
|7.8 ERISA.                                        |  | 36  
|7.9 Use of Proceeds                               |  | 36  
|7.10 Audits/Inspections                           |  | 36  
|7.11 Total Funded Debt to Capitalization          |  | 37  
|                                                 
|SECTION 8. NEGATIVE COVENANTS                     |  | 37  
|                                                 
|8.1 Nature of Business                            |  | 37  
|8.2 Consolidation and Merger                      |  | 37  
|8.3 Sale or Lease of Assets                       |  | 38  
|8.4 Limitation on Liens                           |  | 38  
|8.5 Fiscal Year                                   |  | 38  
|                                                 
|SECTION 9. EVENTS OF DEFAULT                      |  | 39  
|                                                 
|9.1 Events of Default                             |  | 39  
|9.2 Acceleration; Remedies.                       |  | 41  
|9.3 Allocation of Payments After Event of Default |  | 42  
|                                                 
|SECTION 10. AGENCY PROVISIONS                     |  | 42  
|                                                 
|10.1 Appointment                                  |  | 42  



ii



---

|                                                                     |  | Page
|-------------------------------------------------------------------- |  | ----
|10.2 Delegation of Duties                                            |  | 43  
|10.3 Exculpatory Provisions                                          |  | 43  
|10.4 Reliance on Communications                                      |  | 44  
|10.5 Notice of Default                                               |  | 44  
|10.6 Non-Reliance on Administrative Agent and Other Lenders          |  | 44  
|10.7 Indemnification                                                 |  | 45  
|10.8 Administrative Agent in Its Individual Capacity                 |  | 45  
|10.9 Successor Administrative Agent                                  |  | 46  
|                                                                    
|SECTION 11. MISCELLANEOUS                                            |  | 46  
|                                                                    
|11.1 Notices                                                         |  | 46  
|11.2 Right of Set-Off; Adjustments                                   |  | 46  
|11.3 Benefit of Agreement                                            |  | 47  
|11.4 No Waiver; Remedies Cumulative                                  |  | 50  
|11.5 Payment of Expenses, etc.                                       |  | 50  
|11.6 Amendments, Waivers and Consents                                |  | 51  
|11.7 Counterparts; Telecopy                                          |  | 52  
|11.8 Headings                                                        |  | 52  
|11.9 Defaulting Lender                                               |  | 52  
|11.10 Survival of Indemnification and Representations and Warranties |  | 52  
|11.11 GOVERNING LAW                                                  |  | 52  
|11.12 WAIVER OF JURY TRIAL                                           |  | 53  
|11.13 Severability                                                   |  | 53  
|11.14 Entirety                                                       |  | 53  
|11.15 Binding Effect                                                 |  | 53  
|11.16 Submission to Jurisdiction                                     |  | 53  
|11.17 Confidentiality                                                |  | 54  
|11.18 Designation of SPVs                                            |  | 54  



iii



---



SCHEDULES



|Schedule 1.1   |  | Commitment Percentages                    |  | Page
|-------------- |  | ----------------------------------------- |  | ----
|Schedule 6.8   |  | Indebtedness                              |  |     
|Schedule 11.1  |  | Notices                                   |  |     
|              
|EXHIBITS       |  |                                           |  |     
|              
|Exhibit 2.1(b) |  | Form of Competitive Bid Request           |  |     
|Exhibit 2.2(a) |  | Form of Notice of Borrowing               |  |     
|Exhibit 2.2(c) |  | Form of Notice of Conversion/Continuation |  |     
|Exhibit 2.6(a) |  | Form of Revolving Loan Note               |  |     
|Exhibit 2.6(b) |  | Form of Competitive Bid Loan Note         |  |     
|Exhibit 5.1(c) |  | Form of Closing Certificate               |  |     
|Exhibit 5.1(f) |  | Form of Legal Opinion                     |  |     
|Exhibit 7.1(c) |  | Form of Officers Certificate             |  |     
|Exhibit 11.3   |  | Form of Assignment Agreement              |  |     



iv



---



364-DAY

CREDIT AGREEMENT



364-DAY CREDIT AGREEMENT (this Credit Agreement), dated as of May 30, 2002 among DOMINION RESOURCES, INC., a Virginia
corporation, VIRGINIA ELECTRIC AND POWER COMPANY, a Virginia corporation, CONSOLIDATED NATURAL GAS COMPANY, a Delaware corporation (each of the above, individually, a Borrower and collectively, the Borrowers),
the several banks and other financial institutions from time to time parties to this Credit Agreement (each a Lender and, collectively, the Lenders), JPMORGAN CHASE BANK, a New York banking corporation, as
administrative agent for the Lenders hereunder (in such capacity, the Administrative Agent), BANK OF AMERICA, N.A. and THE BANK OF NOVA SCOTIA, as Co-Syndication Agents, and BARCLAYS BANK PLC and CITIBANK, N.A., as
Co-Documentation Agents.



The parties hereto
hereby agree as follows:



SECTION 1.
DEFINITIONS AND ACCOUNTING TERMS



1.1  Definitions



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



Absolute Rate Competitive Bid Loan means a
Competitive Bid Loan bearing interest at a fixed percentage rate per annum as requested by the relevant Borrower and as specified in the Competitive Bid made by the Lender in connection with such Competitive Bid Loan.



Adjusted Base Rate means with respect to
any Borrower the Base Rate plus the Applicable Percentage for Base Rate Loans for the relevant Borrower.



Adjusted Eurodollar Rate means with respect to any Borrower the Eurodollar Rate plus the Applicable Percentage for
Eurodollar Loans for the relevant Borrower.



Administrative Agent means JPMorgan Chase Bank and any successors and assigns in such capacity.



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



---



Applicable Percentage means, for Revolving Loans made to, and Utilization Fees payable by, each Borrower, the appropriate applicable percentages, in each case, corresponding to the long-term, unsecured, senior, non
credit-enhanced debt rating of the relevant Borrower in effect from time to time as shown below:



|Pricing Level |  | Long-Term Senior Unsecured Non-Credit Enhanced Debt Rating of
Borrower |  | Applicable Percentage for Base Rate Loans |   |  | Applicable Percentage for Eurodollar Loans |   |  | Applicable Percentage for Facility Fees |   |  | Applicable Percentage for Utilization Fees |  
|------------- |  | ---------------------------------------------------------------------- |  | ----------------------------------------- | - |  | ------------------------------------------ | - |  | --------------------------------------- | - |  | ------------------------------------------ | -
|I.            |  | 3A from S&P or                                                         |  | 0                                         | % |  | .345                                       | % |  | .080                                    | % |  | .125                                       | %
|              |  | 3A2 from Moodys                                                       |  |                                           |   |  |                                            |   |  |                                         |   |  |                                            |  
|II.           |  | A-  from S&P or                                                        |  | 0                                         | % |  | .450                                       | % |  | .100                                    | % |  | .125                                       | %
|              |  | A3 from Moodys                                                        |  |                                           |   |  |                                            |   |  |                                         |   |  |                                            |  
|III.          |  | BBB+ from S&P or                                                       |  | 0                                         | % |  | .625                                       | % |  | .125                                    | % |  | .125                                       | %
|              |  | Baa1 from Moodys                                                      |  |                                           |   |  |                                            |   |  |                                         |   |  |                                            |  
|IV.           |  | BBB from S&P or                                                        |  | 0                                         | % |  | .725                                       | % |  | .150                                    | % |  | .125                                       | %
|              |  | Baa2 from Moodys                                                      |  |                                           |   |  |                                            |   |  |                                         |   |  |                                            |  
|V.            |  | £BBB-  from S&P or                                                     |  | 0                                         | % |  | .925                                       | % |  | .200                                    | % |  | .125                                       | %
|              |  | £Baa3 from Moodys                                                     |  |                                           |   |  |                                            |   |  |                                         |   |  |                                            |  



provided, that in
the event the Loans are converted pursuant to Section 3.10, the Applicable Percentage for such Loan shall be increased by .25% per annum.



Notwithstanding the above, if at any time there is a split in ratings between S&P and Moodys of one level, the Applicable
Percentage will be determined based upon the higher rating, and if at any time there is a split in ratings between S&P and Moodys of two or more levels, the Applicable Percentage shall be determined based upon the ratings level that is one
level below the higher of the S&P or Moodys rating.



The Applicable Percentages shall be determined and adjusted on the date of any applicable change in the long term unsecured senior, non credit-enhanced debt rating of the relevant Borrower. Any adjustment in the Applicable
Percentages shall be applicable to all existing Loans as well as any new Loans.



The Applicable Percentage for the Facility Fees payable by DRI shall be the appropriate applicable percentages from time to time, as shown above, calculated based on the rating index of the lowest
rated Borrower at such time. This lowest rating index shall be determined based upon the long term unsecured, senior, non-credit enhanced public debt rating for the relevant Borrower in effect on such day as published by S&P and Moodys; it
being



2



---

understood that the initial Applicable Percentages for Facility Fees are based on Pricing Level III (as shown above) and shall remain at
Pricing Level III until an applicable change in the rating index of the lowest rated Borrower. In the event that such ratings differ by only one level, the higher rating shall apply. In the event that such ratings differ by two or more levels, the
rating one level below the higher rating shall apply.



Each Borrower shall promptly deliver to the Administrative Agent, at the address set forth on Schedule 11.1, information regarding any change in the long-term, unsecured senior, non-credit enhanced debt rating of such Borrower
that would change the existing Pricing Level (as set forth in the chart above) with respect to such Borrower and/or the Facility Fees.



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



Base
Rate means, for any day, a simple rate per annum equal to the greater of (a) the Prime Rate for such day or (b) the sum of one-half of one percent (.50%) plus the Federal Funds Rate for such day.



Base Rate Loan means a Loan that bears
interest at an Adjusted Base Rate.



Borrower has the meaning set forth in the preamble hereof.



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



Capital Stock means any and all shares,
interests, participations or other equivalents (however designated) of capital stock of a corporation, any and all equivalent ownership interests in a Person (other than a corporation) and any and all warrants, rights or options to purchase any of
the foregoing.



Capitalization
means the sum of (a) Total Funded Debt plus (b) Net Worth.



Change of Control means with respect to Dominion Resources the direct or indirect acquisition by any person (as such term is defined in Section 13(d) of the Securities and Exchange Act of 1934, as amended) of
beneficial ownership of more than 50% of the outstanding shares of the capital stock of Dominion Resources entitled to vote generally for the election of directors of Dominion Resources, and with respect to any other Borrower, either such Borrower
shall cease to be a Subsidiary of Dominion Resources or a Change of Control shall occur with respect to Dominion Resources.



Closing Date means the date hereof.



CNG means Consolidated Natural Gas Company, a Delaware corporation and its successors and
permitted assigns.



3



---



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



Commitment Percentage means, for each Lender, the percentage identified as its Commitment Percentage opposite such
Lenders name on Schedule 1.1 attached hereto, as such percentage may be modified by assignment in accordance with the terms of this Credit Agreement.



Commitment means, with respect to each Lender, such Lenders share of the Revolving
Loan Commitment based upon such Lenders Commitment Percentage.



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



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



Competitive Bid Loan Notes means with respect to any Borrower the promissory notes of such Borrower in favor of each Lender evidencing the Competitive Bid Loans made to such Borrower and substantially in the form
of Exhibit 2.6(b), as such promissory notes may be amended, modified, supplemented or replaced from time to time.



Competitive Bid Rate means, as to any Competitive Bid made by a Lender to a Borrower in accordance with the provisions
of Section 2.1(b) hereof, the rate of interest offered by the Lender making the Competitive Bid (which for a Eurodollar Competitive Bid Loan shall be a rate of interest determined by reference to the Eurodollar Rate).



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



Competitive Bid Request Fee means $2500 for each Competitive Bid Request made by a Borrower.



Consolidated Subsidiary means, as to any Person, each Subsidiary of such Person (whether now existing or hereafter
created or acquired), the financial statements of which are consolidated with the financial statements of such Person in accordance with GAAP, including principles of consolidation.



Controlled Group means with respect to each Borrower (i) the controlled group of
corporations as defined in Section 414(b) of the Code and the applicable regulations thereunder or (ii) the group of trades or businesses under common control as defined in Section 414(c) of the Code and the applicable regulations thereunder, of
which such Borrower is a part or may become a part.



Conversion Date has the meaning set forth in Section 3.10 hereof.



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



4



---



Credit Exposure has the meaning set forth in the definition of Required Lenders below.



Default means with respect to each Borrower any event, act or condition which with notice or lapse of time, or both,
would constitute an Event of Default by such Borrower.



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



Dominion Resources or DRI means Dominion
Resources, Inc., a Virginia corporation, and its successors and permitted assigns.



Effective Date has the meaning set forth in Section 11.15 hereof.



Eligible Assignee means (a) any Lender or Affiliate or Subsidiary of a Lender and (b) any other commercial bank,
financial institution or accredited investor (as defined in Regulation D) that is either a bank organized or licensed under the laws of the United States of America or any State thereof or that has agreed to provide the information
listed in Section 4.4(d) to the extent that it may lawfully do so and that is approved by the Administrative Agent and the Borrowers (such approval not to be unreasonably withheld or delayed); provided that (i) the Borrowers consent is
not required during the existence and continuation of a Default or an Event of Default and (ii) neither the Borrowers nor any Affiliate or Subsidiary of the Borrowers shall qualify as an Eligible Assignee.



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



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



Eurodollar Competitive Bid Loan means a
Competitive Bid Loan bearing interest at a fixed rate of interest determined by reference to the Eurodollar Rate as requested by the relevant Borrower and as specified in the Competitive Bid made by the Lender in connection with such Competitive Bid
Loan.



Eurodollar Loans means
a Loan that bears interest at the Eurodollar Rate (including a Eurodollar Competitive Bid Loan).



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



|Eurodollar Rate  = |  | Interbank Offered
Rate            |  | 
|-------------------- |  | --------------------------------- |  | 
|                     |  | 1 - Eurodollar Reserve Percentage |  | 



5



---



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



Eurodollar Revolving Loan means a Revolving Loan bearing interest at a rate of interest determined by reference to the
Eurodollar Rate.



Event of
Default with respect to any Borrower has the meaning specified in Section 9.1.



Exchange Act means the Securities and Exchange Act of 1934, as amended.



Facility Fees has the meaning set forth in Section 3.4(a).



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



Final Date has the meaning set forth in
Section 3.10 hereof.



First Mortgage
Bond Indenture means the first mortgage bond indenture, dated November 1, 1935, by and between VaPower and The Chase Manhattan Bank, as supplemented and amended.



Funded Debt means, as to any Person, without duplication: (a) all Indebtedness of such
Person for borrowed money or which has been incurred in connection with the acquisition of assets (excluding letters of credit, bankers acceptances, Non-Recourse Debt, Mandatorily Convertible Securities and Trust Preferred Securities), (b) all
capital lease obligations (including Synthetic Lease Obligations) of such Person and (c) all Guaranty Obligations of Funded Debt of other Persons.



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



6



---



Governmental Authority means any Federal, state, local or foreign court or governmental agency, authority, instrumentality or regulatory body.



Granting Lender has the meaning set forth in Section 11.17 hereof.



Guaranty Obligations means, in respect of
any Person, any obligation, contingent or otherwise, of such Person directly or indirectly guaranteeing any Indebtedness of another Person, including, without limitation, any obligation (a) to purchase or pay, or advance or supply funds for the
purchase or payment of, such Indebtedness or (b) entered into primarily for the purpose of assuring the owner of such Indebtedness of the payment thereof (such as, for example, but without limitation, an agreement to advance or provide funds or
other support for the payment or purchase of such Indebtedness or to maintain working capital, solvency or other balance sheet conditions of such other Person, including, without limitation, maintenance agreements, comfort letters or similar
agreements or arrangements, or to lease or purchase property, securities or services) if such obligation would constitute an indirect guarantee of indebtedness of others, the disclosure of which would be required in the relevant Borrowers
financial statements under GAAP; provided, however, that the term Guaranty Obligations shall not include (i) endorsements for deposit or collection in the ordinary course of business, (ii) obligations under purchased power contracts or
(iii) obligations of such Borrower otherwise constituting Guaranty Obligations under this definition to provide contingent equity support, to keep well, to purchase assets, goods, securities or services, to take or pay or to maintain financial
statement conditions or otherwise in respect of any Subsidiary or Affiliate of such Borrower in connection with the non-utility nonrecourse financing activities of such Subsidiary or Affiliate.



Indebtedness means, as to any Person,
without duplication: (a) all obligations of such Person for borrowed money or evidenced by bonds, debentures, notes or similar instruments; (b) all obligations of such Person for the deferred purchase price of property or services (except trade
accounts payable arising in the ordinary course of business, customer deposits, provisions for rate refunds, deferred fuel expenses and obligations in respect of pensions and other post-retirement benefits); (c) all capital lease obligations of such
Person; (d) all Indebtedness of others secured by a Lien on any properties, assets or revenues of such Person (other than stock, partnership interests or other equity interests of a Borrower or any of its Subsidiaries in other entities) to the
extent of the lesser of the value of the property subject to such Lien or the amount of such Indebtedness; (e) all Guaranty Obligations; and (f) all non-contingent obligations of such Person under any letters of credit or bankers acceptances.



Indenture means the Indenture
dated as of April 1, 1995 between CNG and United States Trust Company of New York, as Trustee, as in effect on the date hereof and without giving effect to any modifications or supplements thereto, or terminations thereof, after the date hereof.



Interbank Offered Rate means,
for any Eurodollar Loan for any Interest Period therefor, the rate per annum (rounded upwards, if necessary, to the nearest 1/100 of 1%) appearing on Telerate Page 3750 (or any successor page) as the London interbank offered rate for deposits in
U.S. dollars at approximately 11:00 a.m. (London time) two Business Days prior to the first day of such Interest Period for a term comparable to such Interest Period; provided, however, if more than one rate is specified on Telerate Page
3750, the applicable rate shall be the



7



---

arithmetic mean of all such rates. If, for any reason, such rate is not available, the term
Interbank Offered Rate shall mean, for any Eurodollar Loan for any Interest Period therefor, the rate per annum (rounded upwards, if necessary, to the nearest 1/100 of 1%) appearing on Reuters Screen LIBO Page as the London interbank
offered rate for deposits in Dollars at approximately 11:00 a.m. (London time) two Business Days prior to the first day of such Interest Period for a term comparable to such Interest Period; provided, however, if more than one rate is
specified on Reuters Screen LIBO Page, the applicable rate shall be the arithmetic mean of all such rates (rounded upwards, if necessary, to the nearest 1/100 of 1%).



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



Interest Period means, (a) as to Eurodollar Loans, a period of one, two, three or six
months duration, as the relevant Borrower may elect, commencing, in each case, on the date of the borrowing (including continuations and conversions of Eurodollar Revolving Loans) and (b) with respect to Absolute Rate Competitive Bid Loans, a
period beginning on the date the Absolute Rate Competitive Bid Loan is made and ending on the date specified in the respective Competitive Bid whereby the offer to make such Absolute Rate Competitive Loan was extended, which shall not be less than 7
days nor more than 360 days duration; provided, however, (i) if any Interest Period would end on a day which is not a Business Day, such Interest Period shall be extended to the next succeeding Business Day (except that where the next
succeeding Business Day falls in the next succeeding calendar month, then such Interest Period shall end on the next preceding Business Day), (ii) no Interest Period shall extend beyond the Maturity Date and (iii) with respect to Eurodollar Loans,
where an Interest Period begins on a day for which there is no numerically corresponding day in the calendar month in which the Interest Period is to end, such Interest Period shall end on the last Business Day of such calendar month.



JPMCB means JPMorgan Chase Bank.



Lead Arranger means J.P.
Morgan Securities Inc.



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



Lien means any mortgage, pledge,
hypothecation, assignment, deposit arrangement, security interest, encumbrance, lien (statutory or otherwise), preference, priority or charge of any kind (including any agreement to give any of the foregoing, any conditional sale or



8



---

other title retention agreement, any financing or similar statement or notice filed under the Uniform Commercial Code as adopted and in
effect in the relevant jurisdiction or other similar recording or notice statute, and any lease in the nature thereof).



Loan means any loan made by any Lender pursuant to this Agreement.



Mandatorily Convertible Securities means
any mandatorily convertible equity-linked securities issued by a Borrower, so long as the terms of such securities require no repayments or prepayments and no mandatory redemptions or repurchases, in each case prior to at least 91 days after the
later of the termination of the Commitments and the repayment in full of the Loans and all other amounts due under the Credit Agreement.



Material Adverse Effect means with respect to any Borrower a material adverse effect, after taking into account
applicable insurance, if any, on (a) the operations, financial condition or business of such Borrower, (b) the ability of such Borrower to perform its obligations under this Credit Agreement or (c) the validity or enforceability of this Credit
Agreement or any of the other Credit Documents against such Borrower, or the rights and remedies of the Lenders against such Borrower hereunder or thereunder; provided, however, that a transfer of assets permitted under and in
compliance with Section 8.3 shall not be considered to have a Material Adverse Effect.



Material Subsidiary shall mean with respect to any Borrower, a Subsidiary of such Borrower whose total assets (as determined in accordance with GAAP) represent at least 20% of the
total assets of such Borrower, on a consolidated basis.



Maturity Date means the date 364 days after the Closing Date.



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



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



Net Worth means with respect to any
Borrower, as of any date, the shareholders equity or net worth of such Borrower and its Consolidated Subsidiaries, on a consolidated basis, as determined in accordance with GAAP.



Non-Recourse Debt means Indebtedness (a) as to which no Borrower (i) provides credit
support of any kind (including any undertaking, agreement or instrument that would constitute Indebtedness), (ii) is directly or indirectly liable as a guarantor or otherwise, or (iii) constitutes the lender; (b) no default with respect to which
would permit upon notice, lapse of time or both any holder of any other Indebtedness (other than the Loans or the Notes) of any Borrower to declare a default on such other Indebtedness or cause the payment thereof to be



9



---

accelerated or payable prior to its stated maturity; and (c) as to which the lenders have been notified in
writing that they will not have any recourse to the stock or assets of any Borrower.



Notes means the collective reference to the Revolving Loan Notes and the Competitive Bid Loan Notes of the Borrowers.



Notice of Borrowing means a request by a Borrower for a Loan in the form of Exhibit
2.2(a).



Notice of
Continuation/Conversion means a request by a Borrower for the continuation or conversion of a Loan in the form of Exhibit 2.2(c).



Other Taxes has the meaning set forth in Section 4.4(b) hereof.



PBGC means the Pension Benefit Guaranty
Corporation established under ERISA and any successor thereto.



Pension Plans has the meaning set forth in Section 7.8 hereof.



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



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



Prime Rate means the per annum rate of interest established from time to time by JPMCB at
its principal office in New York, New York as its Prime Rate. Any change in the interest rate resulting from a change in the Prime Rate shall become effective as of 12:01 a.m. of the Business Day on which each change in the Prime Rate is announced
by the Administrative Agent. The Prime Rate is a reference rate used by the Administrative Agent in determining interest rates on certain loans and is not intended to be the lowest rate of interest charged on any extension of credit to any debtor.



Register has the meaning set
forth in Section 11.3(c).



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



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



Required Lenders means Lenders whose aggregate Credit Exposure (as hereinafter defined) constitutes more than 50% of
the aggregate Credit Exposure of all Lenders at such time; provided, however, that if any Lender shall be a Defaulting Lender at such time



10



---

then there shall be excluded from the determination of Required Lenders the aggregate principal amount of Credit Exposure of such Lender at
such time. For purposes of the preceding sentence, the term Credit Exposure as applied to each Lender shall mean (a) at any time prior to the termination of the Commitments, the Commitment Percentage of such Lender multiplied
times the Revolving Loan Commitment and (b) at any time after the termination of the Commitments, the outstanding amount of Loans owed to such Lender.



Revolving Loan Commitment means One Billion Two Hundred Fifty Million Dollars ($1,250,000,000), as such amount may be
otherwise reduced in accordance with Section 2.5.



Revolving Loan means a Loan made by the Lenders to a Borrower pursuant to Section 2.1(a) hereof.



Revolving Loan Notes means with respect to any Borrower the promissory notes of such Borrower in favor of each Lender
evidencing the Revolving Loans made to such Borrower and substantially in the form of Exhibit 2.6(a), as such promissory notes may be amended, modified, supplemented or replaced from time to time.



S&P means Standard & Poors
Ratings Group, a division of McGraw Hill, Inc., or any successor or assignee of the business of such division in the business of rating securities.



Solvent means, with respect to any Person as of a particular date, that on such date (a) the fair saleable value (on a
going concern basis) of such Persons assets exceeds its liabilities, contingent or otherwise, fairly valued, (b) such Person will be able to pay its debts as they become due, (c) such Person does not have unreasonably small capital with which
to satisfy all of its current and reasonably anticipated obligations and (d) such Person does not intend to incur nor does it reasonably anticipate that it will incur debts beyond its ability to pay as such debts become due.



SPV has the meaning set forth in Section
11.17 hereof.



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



Synthetic Lease means each arrangement, however described, under which the obligor accounts for its interest in the
property covered thereby under GAAP as lessee of a lease which is not a capital lease under GAAP and accounts for its interest in the property covered thereby for federal income tax purposes as the owner.



Synthetic Lease Obligation means, as to any
Person with respect to any Synthetic Lease at any time of determination, the amount of the liability of such Person in respect of such Synthetic Lease that would (if such lease was required to be classified and



11



---

accounted for as a capital lease on a balance sheet of such Person in accordance with GAAP) be required to be capitalized on the balance
sheet of such Person at such time.



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



Three-Year Credit Agreement means the Three-Year Credit Agreement, dated as of the date hereof, among the Borrowers, the several banks and other financial institutions from time to
time parties thereto, JPMorgan Chase Bank, as administrative agent, and the other agents party thereto.



Total Funded Debt means with respect to each Borrower all Funded Debt of such Borrower and its Consolidated
Subsidiaries, on a consolidated basis, as determined in accordance with GAAP.



Trust Preferred Securities means the trust preferred securities issued by one of the five subsidiary capital trusts established by any of the Borrowers outstanding on the date hereof
and reflected as such in the financial statements of Dominion Resources for the fiscal year ended December 31, 2001, and any additional trust preferred securities that are substantially similar thereto, along with the junior subordinated debt
obligations of the Borrowers, so long as (a) the terms thereof require no repayments or prepayments and no mandatory redemptions or repurchases, in each case prior to at least 91 days after the later of the termination of the Commitments and the
repayment in full of the Loans and all other amounts due under the Credit Agreement, (b) such securities are subordinated and junior in right of payment to all obligations of the Borrowers for or in respect of borrowed money and (c) the obligors in
respect of such preferred securities and subordinated debt have the right to defer interest and dividend payments, in each case to substantially the same extent as such currently outstanding preferred securities or on similar terms customary for
trust preferred securities and not materially less favorable to the interests of the Borrowers or the Lenders.



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



Utilized Revolving Commitment means, for
any Borrower for any day from the Closing Date to the Maturity Date, an amount equal to the aggregate principal amount of all Loans outstanding on such day to such Borrower.



VaPower means Virginia Electric and Power Company, a Virginia corporation and its
successors and assigns.



Wholly Owned
Subsidiary means, as to any Person, any other Person all of the Capital Stock of which (other than de minimis directors qualifying shares or local ownership shares required by law and outstanding publicly owned preferred stock of
VaPower) is owned by such Person directly and/or through other Wholly Owned Subsidiaries.



1.2  Computation of Time Periods; Other Definitional Provisions.



For purposes of computation of periods of time hereunder, the word from means from and including and the words
to and until each mean to but excluding.



12



---

References in this Credit Agreement to Sections, Schedules and Exhibits shall be to Sections, Schedules
or Exhibits of or to this Credit Agreement unless otherwise specified.



1.3  Accounting Terms.



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



1.4    Time.



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



SECTION
2.    LOANS

2.1  Revolving Loan Commitment.



(a) Revolving Loans. Subject to the terms and conditions set
forth herein, each Lender severally agrees to make revolving loans to each Borrower in U.S. dollars, at any time and from time to time, during the period from the Closing Date to the Maturity Date (each a Revolving Loan and
collectively the Revolving Loans); provided that (i) the sum of the aggregate amount of Revolving Loans plus the aggregate amount of Competitive Bid Loans outstanding to the Borrowers on any day shall not exceed the
Revolving Loan Commitment and (ii) with respect to each individual Lender, the Lenders pro rata share of outstanding Revolving Loans shall not exceed such Lenders Commitment Percentage of the Revolving Loan Commitment.
Revolving Loans made to any Borrower shall be the several obligations of such Borrower. Subject to the terms and conditions of this Credit Agreement, each Borrower may borrow, repay and reborrow the amount of the Revolving Loan Commitment
made to it.



(b) Competitive
Bid Loans Subfacility.

.

(i)    Competitive Bid Loans. Subject to the terms and conditions set forth herein, a Borrower may, from time to time, during the period from the Closing Date until the date
occurring seven days prior to the Maturity Date, request and each Lender may, in its sole discretion, agree to make Competitive Bid Loans to such Borrower; provided,



13



---

however, that (A) the sum of the aggregate amount of Revolving Loans outstanding plus the aggregate amount of Competitive Bid Loans
outstanding to the Borrowers on any day shall not exceed the Revolving Loan Commitment and (B) if a Lender makes a Competitive Bid Loan, such Lenders obligation to make its pro rata share of any Revolving Loan shall not be
reduced thereby.



(ii)    Competitive Bid Requests. Each Borrower may solicit Competitive Bids by delivery of a Competitive Bid Request to the Administrative Agent by 10:00 a.m. (A) with respect to a request for a Eurodollar
Competitive Bid Loan, on a Business Day four Business Days prior to the date of a requested Eurodollar Competitive Bid Loan and (B) with respect to a request for an Absolute Rate Competitive Bid Loan, on a Business Day not less than one nor more
than five Business Days prior to the date of the requested Absolute Rate Competitive Bid Loan. A Competitive Bid Request must be substantially in the form of Exhibit 2.1(b), shall be accompanied by the Competitive Bid Request Fee and
shall specify (I) the date of the requested Competitive Bid Loan (which shall be a Business Day), (II) the amount of the requested Competitive Bid Loan, (III) whether such Borrower is requesting a Eurodollar Competitive Bid Loan or an Absolute Rate
Competitive Bid Loan and (IV) the applicable Interest Period or Interest Periods requested. The Administrative Agent shall notify the Lenders of its receipt of a Competitive Bid Request and the contents thereof and invite the Lenders to submit
Competitive Bids in response thereto. Such Borrower may not request a Competitive Bid for more than three different Interest Periods per Competitive Bid Request nor request Competitive Bid Requests more frequently than four times every calendar
month.



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



14



---



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



(v)    Funding of Competitive Bid Loans.  Each Lender which is to make a Competitive Bid Loan shall make its Competitive Bid Loan available to the Administrative
Agent by 2:00 p.m. on the date specified in the Competitive Bid Request by deposit of immediately available funds at the office of the Administrative Agent in New York, New York or at such other address as the Administrative Agent may



15



---

designate in writing. The Administrative Agent will, upon receipt, make the proceeds of such Competitive Bid Loans available to the relevant
Borrower.



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



2.2  Method of Borrowing for Revolving Loans.

.

(a)    Base Rate Loans.  By no later than 11:00 a.m. on the date of a Borrowers request for the borrowing (or for the conversion of Eurodollar Revolving Loans to Base Rate Loans), such
Borrower shall submit a Notice of Borrowing to the Administrative Agent setting forth (i) the amount requested, (ii) the desire to have such Revolving Loans accrue interest at the Base Rate and (iii) except in the case of conversions of Eurodollar
Revolving Loans to Base Rate Loans, complying in all respects with Section 5.2 hereof.



(b)    Eurodollar Revolving Loans.  By no later than 11:00 a.m. three Business Days prior to the date of a Borrowers request for the borrowing (or for the
conversion of Base Rate Loans to Eurodollar Revolving Loans or the continuation of existing Eurodollar Loans), such Borrower shall submit a Notice of Borrowing to the Administrative Agent setting forth (i) the amount requested, (ii) the desire to
have such Revolving Loans accrue interest at the Adjusted Eurodollar Rate, (iii) the Interest Period applicable thereto, and (iv) except in the case of conversions of Base Rate Loans to Eurodollar Revolving Loans or the continuation of existing
Eurodollar Loans, to complying in all respects with Section 5.2 hereof.



(c)    Continuation and Conversion.  Each Borrower shall have the option, on any Business Day, to continue existing Eurodollar Revolving Loans made to it for a subsequent Interest Period, to
convert Base Rate Loans made to it into Eurodollar Revolving Loans or to convert Eurodollar Revolving Loans made to it into Base Rate Loans. By no later than 11:00 a.m. (a) on the date of the requested conversion of a Eurodollar Revolving Loan to a
Base Rate Loan or (b) three Business Days prior to the date for a requested continuation of a Eurodollar Revolving Loan or conversion of a Base Rate Loan to a Eurodollar Revolving Loan, the relevant Borrower shall provide telephonic notice to the
Administrative Agent, followed promptly by a written Notice of Continuation/Conversion, setting forth (i) whether the relevant Borrower wishes to continue or convert such Loans and (ii) or if the request is to continue a Eurodollar Revolving Loan or
convert a Base Rate Loan to a Eurodollar Revolving Loan, the Interest Period applicable thereto. Notwithstanding anything herein to the contrary, (i) except as provided in Section 4.1 hereof, Eurodollar Revolving Loans may be converted to Base Rate
Loans only on the last day of an Interest Period applicable thereto; (ii) Eurodollar Revolving Loans may be continued and Base Rate Loans may be converted to Eurodollar Revolving Loans only if no Default or Event of Default with respect to the
relevant Borrower is in existence on the date of such extension or conversion; (iii) any continuation or conversion must comply with Sections



16



---

2.2(a) or 2.2(b) hereof, as applicable; and (iv) failure by such Borrower to properly continue Eurodollar Revolving Loans at the end of an
Interest Period shall be deemed a conversion to Base Rate Loans.



2.3  Funding of Revolving Loans.



Upon receipt of a Notice of Borrowing, the Administrative Agent shall promptly inform the Lenders as to the terms thereof. Each Lender will make its pro rata share of the Revolving Loans available to the
Administrative Agent by 1:00 p.m. on the date specified in the Notice of Borrowing by deposit (in U.S. dollars) of immediately available funds at the offices of the Administrative Agent at its principal office in New York, New York, or at such other
address as the Administrative Agent may designate in writing. All Revolving Loans shall be made by the Lenders prorata on the basis of each Lenders Commitment Percentage.



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



2.4  Minimum Amounts of Revolving
Loans.



Each request for Revolving Loans
shall be in the case of Eurodollar Revolving Loans, in an aggregate principal amount that is not less than the lesser of $10,000,000 or the remaining amount available to be borrowed and in the case of Base Rate Loans, in an aggregate principal
amount that is not less than the lesser of $5,000,000 or the remaining amount available to be borrowed. Any Revolving Loan requested shall be in an integral multiple of $1,000,000 unless the request is for all of the remaining amount available to be
borrowed.



17



---



2.5  Reductions of Revolving Loan Commitment.



Upon at least three Business Days notice, Dominion Resources, on its own behalf and/or acting on the request of any other Borrower, shall have the right to permanently terminate or reduce the
aggregate unused amount of the Revolving Loan Commitment available to it and/or such other Borrower at any time or from time to time; provided that (a) each partial reduction shall be in an aggregate amount at least equal to $10,000,000 and
in integral multiples of $1,000,000 above such amount and (b) no reduction shall be made which would reduce the Revolving Loan Commitment to an amount less than the sum of the then outstanding Revolving Loans plus the then outstanding Competitive
Bid Loans. Any reduction in (or termination of) the Revolving Loan Commitment shall be permanent and may not be reinstated.



2.6  Notes.



(a)    Revolving Loan Notes.  The Revolving Loans made by the Lenders to a Borrower shall be
evidenced, upon request by any Lender, by a promissory note of such Borrower payable to each Lender in substantially the form of Exhibit 2.6(a) hereto (the Revolving Loan Notes) and in a principal amount equal to the amount of
such Lenders Commitment Percentage of the Revolving Loan Commitment as originally in effect.



(b)    Competitive Bid Loan Notes.  The Competitive Bid Loans made by the Lenders to a Borrower shall
be evidenced, upon request by any Lender, by a promissory note of such Borrower payable to each Lender in substantially the form of Exhibit 2.6(b) hereto (the Competitive Bid Loan Notes) and in a principal amount equal to
the Revolving Loan Commitment as originally in effect.



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



SECTION 3.    PAYMENTS

3.1  Interest.

.

(a) Interest Rate.

.

(i)    All Base Rate Loans made to a Borrower shall accrue interest at
the Adjusted Base Rate with respect to such Borrower.



(ii)    All Eurodollar Loans made to a Borrower shall accrue interest at the Adjusted Eurodollar Rate with respect to such Borrower applicable to such Eurodollar Loan.



18



---



(iii)    All Competitive Bid Loans shall accrue interest at the applicable Competitive Bid Rate with respect to each Competitive Bid Loan.



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



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



3.2    Prepayments.



(a)    Voluntary Prepayments.  Each Borrower shall have the right to
prepay Loans made to it in whole or in part from time to time without premium or penalty; provided, however, that (i) Eurodollar Loans may only be prepaid on three Business Days prior written notice to the Administrative Agent and any
prepayment of Eurodollar Loans will be subject to Section 4.3 hereof and (ii) each such partial prepayment of Loans shall be in the minimum principal amount of $10,000,000. Amounts prepaid hereunder shall be applied as such Borrower may elect;
provided that if such Borrower fails to specify the application of a voluntary prepayment then such prepayment shall be applied in each case first to Base Rate Loans of such Borrower and then to Eurodollar Revolving Loans of such Borrower in
direct order of Interest Period maturities. Any Loan outstanding after the Conversion Date, once prepaid, may not be reborrowed.



(b)    Mandatory Prepayments.  If at any time the amount of Revolving Loans outstanding plus the
aggregate amount of Competitive Bid Loans outstanding exceeds the Revolving Loan Commitment, one or more of the Borrowers shall immediately make a principal payment to the Administrative Agent in the manner and in an amount necessary to be in
compliance with Section 2.1 hereof. Any payments made under this Section 3.2(b) shall be subject to Section 4.3 hereof and shall be applied first to Base Rate Loans of the relevant Borrower, then to Eurodollar Revolving Loans of the relevant
Borrower in direct order of Interest Period maturities, then to Competitive Bid Loans of the relevant Borrower pro rata among all Lenders holding same.



3.3    Payment in Full at Maturity.



On the Maturity Date, the entire outstanding principal balance
of all Loans, together with accrued but unpaid interest and all other sums owing under this Credit Agreement, shall be due and payable in full, unless accelerated sooner pursuant to Section 9 hereof.



3.4 Fees.



(a) Facility Fees.



19



---



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



(ii)    The accrued Facility Fees shall be due and payable in arrears on the first Business Day of
each January, April, July and October (as well as on the Maturity Date and on any date that the Revolving Loan Commitment is reduced) for the immediately preceding fiscal quarter (or portion thereof), beginning with the first of such dates to occur
after the Closing Date.



(b)    Utilization Fees.



(i)    If on any day the aggregate outstanding principal amount of all Loans to the Borrowers exceeds theproduct of (A) one-third (1/3) times (B) the Revolving Loan Commitment, each Borrower shall pay to the Administrative Agent, for the pro
rata benefit of each Lender, a per annum fee equal to the Applicable Percentage for Utilization Fees multiplied by such Borrowers outstanding Eurodollar Revolving Loans (the Utilization Fees).



(ii)    The accrued
Utilization Fees shall be due and payable in arrears on the first Business Day of each January, April, July and October (as well as on the Maturity Date and on any date that the Revolving Loan Commitment is reduced) for the immediately preceding
fiscal quarter (or portion thereof), beginning with the first of such dates to occur after the Closing Date.



(c)    Administrative Fees.  Dominion Resources agrees to pay to the Administrative Agent an annual
fee as agreed to between the Borrowers and the Administrative Agent.



3.5  Place and Manner of Payments.



All payments of principal, interest, fees, expenses and other amounts to be made by each Borrower under this Credit Agreement shall be received not later than 2:00 p.m. on the date when due in U.S.
dollars and in immediately available funds, without setoff, deduction, counterclaim or withholding of any kind, by the Administrative Agent at its offices in New York, New York. Each Borrower shall, at the time it makes any payment under this Credit
Agreement, specify to the Administrative Agent, the Loans, fees or other amounts payable by such Borrower hereunder to which such payment is to be applied (and in the event that it fails to specify, or if such application would be inconsistent with
the terms hereof, the Administrative Agent, shall distribute such payment to the Lenders in such manner as it reasonably determines in its sole discretion).



3.6  Pro Rata Treatment.



Except to the extent otherwise provided herein, all Revolving Loans, each payment or prepayment of principal of any Revolving Loan, each
payment of interest on the Revolving Loans, each payment of Facility Fees, each payment of Utilization Fees, each



20



---

reduction of the Revolving Loan Commitment, and each conversion or continuation of any Revolving Loans, shall be allocatedpro
rata among the Lenders in accordance with the respective Commitment Percentages.



3.7  Computations of Interest and Fees.



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



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



3.8  Sharing of Payments.



Each Lender agrees that, in the event that any Lender shall obtain payment in respect of any Loan owing to
such Lender under this Credit Agreement through the exercise of a right of set-off, bankers lien, counterclaim or otherwise (including, but not limited to, pursuant to the Bankruptcy Code) in excess of its pro rata share as
provided for in this Credit Agreement, such Lender shall promptly purchase from the other Lenders a participation in such Loans, in such amounts and with such other adjustments from time to time, as shall be equitable in order



21



---

that all Lenders share such payment in accordance with their respective ratable shares as provided for in this Credit Agreement. Each Lender
further agrees that if a payment to a Lender (which is obtained by such Lender through the exercise of a right of set-off, bankers lien, counterclaim or otherwise) shall be rescinded or must otherwise be restored, each Lender which shall have
shared the benefit of such payment shall, by repurchase of a participation theretofore sold, return its share of that benefit to each Lender whose payment shall have been rescinded or otherwise restored. Each Borrower agrees that any Lender so
purchasing such a participation in Loans made to such Borrower may, to the fullest extent permitted by law, exercise all rights of payment, including set-off, bankers lien or counterclaim, with respect to such participation as fully as if such
Lender were a holder of such Loan or other obligation in the amount of such participation. Except as otherwise expressly provided in this Credit Agreement, if any Lender shall fail to remit to the Administrative Agent or any other Lender an amount
payable by such Lender to the Administrative Agent or such other Lender pursuant to this Credit Agreement on the date when such amount is due, such payments shall accrue interest thereon, for each day from the date such amount is due until the day
such amount is paid to the Administrative Agent or such other Lender, at a rate per annum equal to the Federal Funds Rate.



3.9  Evidence of Debt.



(a) Each Lender shall maintain an account or accounts evidencing each Loan made by such Lender to a Borrower from time to time, including
the amounts of principal and interest payable and paid to such Lender by or for the amount of each Borrower from time to time under this Credit Agreement. Each Lender will make reasonable efforts to maintain the accuracy of its account or accounts
and to promptly update its account or accounts from time to time, as necessary.



(b) The Administrative Agent shall maintain the Register for each Borrower pursuant to Section 11.3(c), and a subaccount for each Lender, in which Registers and subaccounts (taken together) shall be
recorded (i) the amount, type and Interest Period of each such Loan hereunder, (ii) the amount of any principal or interest due and payable or to become due and payable to each Lender hereunder and (iii) the amount of any sum received by the
Administrative Agent hereunder from or for the account of the Borrowers and each Lenders share thereof. The Administrative Agent will make reasonable efforts to maintain the accuracy of the subaccounts referred to in the preceding sentence and
to promptly update such subaccounts from time to time, as necessary.



(c) The entries made in the accounts, Registers and subaccounts maintained pursuant to subsection (b) of this Section 3.9 (and, if consistent with the entries of the Administrative Agent, subsection (a)) shall be prima facie
evidence of the existence and amounts of the obligations of each Borrower therein recorded; provided, however, that the failure of any Lender or the Administrative Agent to maintain any such account, such Registers or such subaccounts, as
applicable, or any error therein, shall not in any manner affect the obligation of any Borrower to repay the Loans made by such Lender to such Borrower in accordance with the terms hereof.



22



---



3.10  Conversion Option.  On the Maturity Date, the Borrower shall pay the entire outstanding principal balance of all Loans (unless accelerated sooner pursuant to Section 9 hereof); provided that if
the Borrower shall have delivered a notice to the Administrative Agent requesting a conversion of the Loans and an extension of the Maturity Date not earlier than 30 days but at least 20 days prior to the Maturity Date (which notice shall be
accompanied by a certificate signed by a Responsible Officer as to the matters specified in Section 5.2(b) and (c) hereof), then (a) the then outstanding principal amount of each Loan shall be aggregated on the Maturity Date (the Conversion
Date) into one Loan with one Interest Period, and each Lenders Commitment shall be reduced to an amount equal to the principal amount of such Lenders outstanding Loans on the Conversion Date and (b) the Loan shall become due
and payable on the first anniversary of the Maturity Date (the Final Date). In the event the Loans are converted on the Conversion Date, the term Maturity Date shall mean the Final Date. The conversion of the Loans on
the Conversion Date shall be subject to, and shall constitute a representation and warranty of, the correctness as of the Conversion Date of the matters specified in Section 5.2 (b) and (c) hereof. The Administrative Agent shall promptly inform the
Lenders of the receipt of the notice of conversion and the Conversion Date.



SECTION 4.    ADDITIONAL PROVISIONS REGARDING LOANS



4.1  Eurodollar Loan Provisions.



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



(b) Change in Legality.



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



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



23



---

or for conversion into or continuation of, Base Rate Loans (or Absolute Rate Competitive Bid Loans, as the case may be), unless such
declaration shall be subsequently withdrawn; and



(B) require that all outstanding Eurodollar Loans made by it to such Borrower be converted to Base Rate Loans (or Absolute Rate Competitive Bid Loans, as the case may be) in which event all such Eurodollar Loans shall be
automatically converted to Base Rate Loans (or Absolute Rate Competitive Bid Loans, as the case may be).



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



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



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



4.2  Capital Adequacy.



If, after the date hereof, any Lender has determined that the adoption or effectiveness of any applicable law, rule or regulation
regarding capital adequacy, or any change therein, or any change in the interpretation or administration thereof by any Governmental Authority, central bank or comparable agency charged with the interpretation or administration thereof, or
compliance by such Lender (or its parent corporation) with any request or directive regarding capital adequacy (whether or not having the force of law) of any such authority, central bank or comparable agency, has or would have the effect of
reducing the rate of return on such Lenders (or parent corporations) capital or assets as a consequence of its commitments or obligations hereunder to any Borrower to a level below that which such Lender (or its parent



24



---

corporation) could have achieved but for such adoption, effectiveness, change or compliance (taking into consideration such Lenders (or
parent corporations) policies with respect to capital adequacy), then, upon notice from such Lender, the relevant Borrower shall pay to such Lender such additional amount or amounts as will compensate such Lender (or its parent corporation)
for such reduction. Each determination by any such Lender of amounts owing under this Section 4.2 shall, absent manifest error, be conclusive and binding on the parties hereto.



4.3  Compensation.



Each Borrower shall compensate each Lender, upon its written request, for all reasonable losses, expenses and
liabilities (including, without limitation, any loss, expense or liability incurred by reason of the liquidation or reemployment of deposits or other funds required by the Lender to fund its Eurodollar Loans to such Borrower) which such Lender may
sustain:



(a) if for any reason (other than a
default by such Lender or the Administrative Agent) a borrowing of Eurodollar Loans or Absolute Rate Competitive Bid Loans to such Borrower does not occur on a date specified therefor in a Notice of Borrowing or Competitive Bid Request to such
Borrower, as the case may be;



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



(c) if such Borrower fails to repay its Eurodollar Loans or Absolute Rate Competitive Bid Loan when required by the terms of this Credit
Agreement.



Calculation of all amounts payable to
a Lender under this Section 4.3 shall be made as though the Lender has actually funded its relevant Eurodollar Loan through the purchase of a Eurodollar deposit bearing interest at the Eurodollar Rate in an amount equal to the amount of that Loan,
having a maturity comparable to the relevant Interest Period and through the transfer of such Eurodollar deposit from an offshore office of that Lender to a domestic office of that Lender in the United States of America; provided,
however, that each Lender may fund each of its Eurodollar Loans in any manner it sees fit and the foregoing assumption shall be utilized only for the calculation of amounts payable under this Section 4.3.



4.4 Taxes.

.

(a) Tax Liabilities
Imposed on a Lender.  Any and all payments by a Borrower hereunder or under any of the Credit Documents shall be made, in accordance with the terms hereof and thereof, free and clear of and without deduction for any and all present or
future taxes, levies, imposts, deductions, charges or withholdings, and all liabilities with respect thereto, excluding taxes measured by net income and franchise taxes imposed on any Lender by the jurisdiction under the laws of which such Lender is
organized or transacting business or any political subdivision thereof (all such non-excluded taxes, being hereinafter referred to as Taxes). If such Borrower shall be required by law to deduct any Taxes from or in respect of



25



---

any sum payable hereunder to any Lender, (i) the sum payable shall be increased as may be necessary so that after making all required
deductions (including deductions applicable to additional sums payable under this Section 4.4) such Lender receives an amount equal to the sum it would have received had no such deductions been made, (ii) such Borrower shall make such deductions,
(iii) such Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law, and (iv) such Borrower shall deliver to such Lender evidence of such payment to the relevant Governmental Authority.



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



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



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



26



---



(d) Foreign
Lender.  Each Lender (which, for purposes of this Section 4.4, shall include any Affiliate of a Lender that makes any Eurodollar Loan pursuant to the terms of this Credit Agreement) that is not a United States person (as
such term is defined in Section 7701(a)(30) of the Code) shall submit to the Borrowers and the Administrative Agent on or before the Closing Date (or, in the case of a Person that becomes a Lender after the Closing Date by assignment, promptly upon
such assignment), two duly completed and signed copies of (A) either (1) Form 1001, or any applicable successor form, of the United States Internal Revenue Service entitling such Lender to a complete exemption from withholding on all amounts to be
received by such Lender pursuant to this Credit Agreement and/or the Notes or (2) Form 4224, or any applicable successor form, of the United States Internal Revenue Service relating to all amounts to be received by such Lender pursuant to this
Credit Agreement and/or the Notes and, if applicable, (B) an Internal Revenue Service Form W-8 or W-9 entitling such Lender to receive a complete exemption from United States backup withholding tax. Each such Lender shall, from time to time after
submitting either such form, submit to the Borrowers and the Administrative Agent such additional duly completed and signed copies of such forms (or such successor forms or other documents as shall be adopted from time to time by the relevant United
States taxing authorities) as may be (1) reasonably requested in writing by the Borrowers or the Administrative Agent and (2) appropriate under then current United States laws or regulations. Upon the reasonable request of any Borrower or the
Administrative Agent, each Lender that has not provided the forms or other documents, as provided above, on the basis of being a United States person shall submit to the Borrowers and the Administrative Agent a certificate to the effect that it is
such a United States person.



4.5  Mitigation; Mandatory Assignment.



The Administrative Agent and each Lender shall use reasonable efforts to avoid or mitigate any increased cost or suspension of the availability of an interest rate under Sections 4.1 through 4.4 above to the greatest extent
practicable (including transferring the Loans to another lending office or Affiliate of a Lender) unless, in the opinion of the Administrative Agent or such Lender, such efforts would be likely to have an adverse effect upon it. In the event a
Lender makes a request to a Borrower for additional payments in accordance with Section 4.1, 4.2 or 4.4, then, provided that no Default or Event of Default with respect to such Borrower has occurred and is continuing at such time, such
Borrower may, at its own expense (such expense to include any transfer fee payable to the Administrative Agent under Section 11.3(b) and any expense pursuant to Section 4 hereof) and in its sole discretion, require such Lender to transfer and assign
in whole (but not in part), without recourse (in accordance with and subject to the terms and conditions of Section 11.3(b)), all of its interests, rights and obligations under this Credit Agreement to an Eligible Assignee which shall assume such
assigned obligations (which Eligible Assignee may be another Lender, if a Lender accepts such assignment); provided that (a) such assignment shall not conflict with any law, rule or regulation or order of any court or other Governmental
Authority and (b) the Borrowers or such Eligible Assignee shall have paid to the assigning Lender in immediately available funds the principal of and interest accrued to the date of such payment on the portion of the Loans hereunder held by such
assigning Lender and all other amounts owed to such assigning Lender hereunder, including amounts owed pursuant to Sections 4.1 through 4.4 hereof.



27



---



SECTION 5.
CONDITIONS PRECEDENT

5.1  Closing Conditions.



The obligation of the Lenders to enter into the Credit
Documents is subject to satisfaction of the following conditions (in form and substance acceptable to the Lenders):



(a) Credit Documents.  Receipt by the Administrative Agent of duly executed copies of: (i) this Credit Agreement and (ii)
the other Credit Documents.



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



(i)    Charter Documents.  Copies of the articles of incorporation or other charter documents of each Borrower certified to be true and complete as of a recent date
by the appropriate Governmental Authority of the state or other jurisdiction of its incorporation and certified by a secretary or assistant secretary of the relevant Borrower to be true and correct as of the Closing Date.



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



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



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



(c)
Closing Certificate.  Receipt by the Administrative Agent of a certificate of each Borrower, dated the Closing Date, substantially in the form of Exhibit 5.1(c), executed by any Assistant Treasurer and the Secretary or any
Assistant Secretary of such Borrower, and attaching the documents referred to in subsections 5.1(b).



(d) Outstanding Facility.  Each of (i) the Borrowers $1,750,000 364-Day Credit Agreement, dated as of May 31, 2001
and (ii) Dominion Resources, Inc. $300,000,000 Credit Agreement, dated as of April 3, 1996, shall have been terminated and all amounts owing thereunder shall have been paid in full.



28



---



(e)
Fees.  The Lenders, the Administrative Agent and the Lead Arranger shall have received all fees required to be paid, and all expenses for which invoices have been presented.



(f) Opinion of Counsel.  Receipt by the
Administrative Agent of an opinion, or opinions, satisfactory in form and content to the Administrative Agent and the Lenders, addressed to the Administrative Agent and each of the Lenders and dated as of the Closing Date, substantially in the form
of Exhibit 5.1(f), from McGuireWoods LLP, legal counsel to the Borrowers.



(g) Financial Statements.  Receipt and approval by the Administrative Agent and the Lenders of the audited financial statements of each Borrower and its Consolidated Subsidiaries dated
as of December 31, 2001 and the unaudited financial statements of each Borrower and its Consolidated Subsidiaries dated as of March 31, 2002.



(h) Consents.  Receipt by the Administrative Agent of a written representation from each Borrower that (i) all
governmental, shareholder and third party consents (including Securities and Exchange Commission clearance) and approvals necessary or, in the reasonable opinion of the Administrative Agent, advisable in connection with the transactions contemplated
hereby have been received and are in full force and effect and (ii) no condition or requirement of law exists which could reasonably be likely to restrain, prevent or impose any material adverse condition on the transactions contemplated hereby, and
receipt by the Administrative Agent of copies of any required orders of the Virginia State Corporation Commission or any other state utilities commission approving the relevant Borrowers execution, delivery and performance of this Credit
Agreement and the borrowings hereunder.



(i)
No Default; Representations and Warranties.  As of the Closing Date (i) there shall exist no Default or Event of Default by any Borrower and (ii) all representations and warranties contained herein and in the other Credit Documents
shall be true and correct in all material respects.



(j) Material Adverse Effect.  No event or condition shall have occurred since the dates of the financial statements delivered pursuant to Section 5.1(g) above that has or would be likely to have a material adverse
effect, after taking into account applicable insurance, if any, on (a) the business, assets, liabilities (actual or contingent), operations or condition (financial or otherwise) of the Borrowers and their respective Consolidated Subsidiaries taken
as a whole, (b) the ability of the Borrowers to perform their respective obligations under this Credit Agreement or (c) the validity or enforceability of this Credit Agreement, any of the other Credit Documents, or the rights and remedies of the
Lenders hereunder or thereunder.



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



The Administrative Agent shall provide written notice to the Borrowers and the Lenders upon the occurrence of the Effective Date (as
defined in Section 11.15).



29



---



5.2  Conditions to Loans.



In addition to the conditions precedent stated elsewhere herein, the Lenders shall not be obligated to make new Loans to any Borrower unless:



(a) Request.  Such Borrower shall have timely delivered a duly executed and completed Notice of Borrowing or Competitive
Bid Request, as applicable, in conformance with all the terms and conditions of this Credit Agreement.



(b)Representations and Warranties.  The representations and warranties made by such Borrower in or pursuant to the
Credit Documents are true and correct in all material respects at and as if made as of the date of the funding of the Loans; provided, however, that the representation and warranty set forth in clause (ii) of the second paragraph of Section
6.6 hereof need not be true and correct as a condition to any borrowing utilized by the relevant Borrower in connection with the repayment of its commercial paper program or programs.



(c) No Default.  On the date of the funding of the Loans, no Default or Event of Default
with respect to such Borrower has occurred and is continuing or would be caused by making the Loans.



(d) Availability.  Immediately after giving effect to the making of a Loan (and the application of the proceeds thereof),
the sum of Loans outstanding shall not exceed the Revolving Loan Commitment.



The delivery of each Notice of Borrowing shall constitute a representation and warranty by such Borrower of the correctness of the matters specified in subsections (b), (c) and (d) above.



SECTION 6.    REPRESENTATIONS AND
WARRANTIES



Each Borrower, severally and not
jointly, hereby represents and warrants to each Lender that:



6.1  Organization and Good Standing.



Such Borrower and each Material Subsidiary of each Borrower (other than any Material Subsidiary that is not a corporation) (a) is a corporation duly incorporated, validly existing and in good standing under the laws of the
jurisdiction of its incorporation, (b) is duly qualified and in good standing as a foreign corporation authorized to do business in every jurisdiction where the failure to so qualify would have a Material Adverse Effect on such Borrower and (c) has
the requisite corporate power and authority to own its properties and to carry on its business as now conducted and as proposed to be conducted. Each Material Subsidiary of such Borrower that is not a corporation (a) is a legal entity duly
organized, existing and in good standing under the laws of its jurisdiction of organization, (b) is registered or qualified as an entity authorized to do business in every jurisdiction where the failure to be so registered or qualified would have a
Material Adverse Effect on such Borrower and (c) has the requisite power and authority to own its properties and to carry on its business as now conducted and as proposed to be conducted.



30



---



6.2  Due Authorization.



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



6.3  No Conflicts.



Neither the execution and delivery of the Credit Documents nor the consummation of the transactions contemplated therein, nor performance
of and compliance with the terms and provisions thereof by such Borrower will (a) violate or conflict with any provision of its articles of incorporation or bylaws, (b) violate, contravene or materially conflict with any law (including without
limitation, the Public Utility Holding Company Act of 1935, as amended (the 1935 Act)), regulation (including without limitation, Regulation U or Regulation X), order, writ, judgment, injunction, decree or permit applicable to it,
(c) violate, contravene or materially conflict with contractual provisions of, or cause an event of default under, any indenture, loan agreement, mortgage, deed of trust, contract or other agreement or instrument to which it is a party or by which
it may be bound, the violation of which could have a Material Adverse Effect on such Borrower or (d) result in or require the creation of any Lien upon or with respect to its properties.



6.4  Consents.



No consent, approval, authorization or order of, or filing, registration or qualification with, any court or
Governmental Authority or third party is required to be obtained or made by such Borrower in connection with such Borrowers execution, delivery or performance of this Credit Agreement or any of the other Credit Documents that has not been
obtained or made.



6.5  Enforceable
Obligations.



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



6.6  Financial Condition.



The financial statements provided to the Lenders pursuant to Section 5.1(g) and pursuant to Section 7.1(a) and (b) present fairly the
financial condition, results of operations and cash flows of such Borrower and its Consolidated Subsidiaries as of the date stated therein.



In addition, (i) such financial statements were prepared in accordance with GAAP and, (ii) since the latest date of such financial
statements, there have occurred no changes or



31



---

circumstances which have had or would be reasonably expected to have a Material Adverse Effect on such Borrower.



6.7  No Default.



Neither such Borrower nor any of its Material Subsidiaries is
in default in any respect under any contract, lease, loan agreement, indenture, mortgage, security agreement or other agreement or obligation to which it is a party or by which any of its properties is bound which default would have or would be
reasonably expected to have a Material Adverse Effect on such Borrower.



6.8  Indebtedness.



As of the Closing Date, such Borrower has no Indebtedness except as disclosed in the financial statements referenced in Section 5.1(g) and on Schedule 6.8.



6.9  Litigation.



Except as disclosed in such Borrowers Annual Report on Form 10-K for the year ended December 31, 2001
and such Borrowers Quarterly Report on Form 10-Q for the quarter ended March 31, 2002, there are no actions, suits or legal, equitable, arbitration or administrative proceedings, pending or, to the knowledge of such Borrower, threatened
against such Borrower or a Material Subsidiary of such Borrower in which there is a reasonable possibility of an adverse decision which would have or would reasonably be expected to have a Material Adverse Effect on such Borrower.



6.10  Taxes.



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



6.11  Compliance with Law.



Except as disclosed in such Borrowers Annual Report on
Form 10-K for the year ended December 31, 2001 and such Borrowers Quarterly Report for the quarter ended March 31, 2002, such Borrower and each Material Subsidiary of such Borrower is in compliance with all laws, rules, regulations, orders and
decrees applicable to it, or to its properties, unless such failure to comply would not have a Material Adverse Effect on such Borrower.



32



---



6.12  ERISA.



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



6.13  Use of Proceeds.



The proceeds of the Loans made to such Borrower hereunder will be used solely for the purposes specified in Section 7.9.



6.14  Government Regulation.



(a) None of the proceeds of the Loans made to such Borrower hereunder will be used for the purpose of
purchasing or carrying any margin stock which violates Regulation U or Regulation X or for the purpose of reducing or retiring in violation of Regulation U or Regulation X any Indebtedness which was originally incurred to purchase or
carry margin stock or for any other purpose which might constitute this transaction a purpose credit in violation of Regulation U or Regulation X.



(b) As of the Closing Date, Dominion Resources and CNG each is a registered holding company
within the meaning of that term under the 1935 Act. The issuance by such Borrower of the Notes, its incurrence of the Indebtedness contemplated by this Credit Agreement and the borrowing, repayment and reborrowing of Loans hereunder is permitted by
the 1935 Act and requires no authorization or approval of any Governmental Authority other than such authorizations and approvals as have already been obtained.



(c) Such Borrower is not an investment company registered or required to be registered under the
Investment Company Act of 1940, as amended (the Investment Company Act), and is not controlled by such a company, nor is otherwise subject to regulation under the Investment Company Act.



6.15  Solvency.



Such Borrower is and, after the consummation of the
transactions contemplated by this Credit Agreement and the other Credit Documents, will be Solvent.



SECTION 7.    AFFIRMATIVE COVENANTS



Each Borrower, severally but not jointly, hereby covenants and agrees that so long as this Credit Agreement is in effect and until the
Loans made to it, together with interest, fees



33



---

and other obligations hereunder, have been paid in full and the Commitments hereunder shall have terminated:



7.1  Information Covenants.



Such Borrower will furnish, or cause to be furnished, to the
Administrative Agent and each Lender:



(a)
Annual Financial Statements.  As soon as available, and in any event within 120 days after the close of each fiscal year of such Borrower, a Form 10-K, as required to be filed with the Securities and Exchange Commission under the
Securities Act of 1933, as amended, and the Exchange Act, which includes financial information required by such Form 10-K, such financial information to be in reasonable form and detail and audited by Deloitte & Touche or another independent
certified public accountants of recognized national standing reasonably acceptable to the Administrative Agent and whose opinion shall be to the effect that such financial statements have been prepared in accordance with GAAP (except for changes
with which such accountants concur) and shall not be limited as to the scope of the audit or qualified in any respect.



(b) Quarterly Financial Statements.  As soon as available, and in any event within 60 days after the close of each of the
first three fiscal quarters of such Borrower a Form 10-Q, as required to be filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended, and the Exchange Act, which includes the financial information required by
such Form 10-Q, such financial information to be in reasonable form and detail and reasonably acceptable to the Administrative Agent, and accompanied by a certificate of the chief financial officer of such Borrower to the effect that such quarterly
financial statements fairly present in all material respects the financial condition of such Borrower and have been prepared in accordance with GAAP, subject to changes resulting from audit and normal year-end audit adjustments.



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



(d) Reports.  Promptly upon transmission or receipt thereof, copies of any filings and registrations with, and reports to
or from, the Securities and Exchange Commission, or any successor agency, and copies of all financial statements, proxy statements, notices and reports as Dominion Resources shall send to its shareholders.



(e) Notices.  Upon such Borrower obtaining
knowledge thereof, such Borrower will give written notice to the Administrative Agent immediately of (i) the occurrence of an event or condition consisting of a Default or Event of Default by such Borrower, specifying the nature and existence
thereof and what action such Borrower proposes to take with respect thereto, and (ii) the occurrence of any of the following: (A) the pendency or commencement of



34



---

any litigation, arbitral or governmental proceeding against such Borrower or a Material Subsidiary of such Borrower which, if adversely
determined, is likely to have a Material Adverse Effect on such Borrower, (B) the institution of any proceedings against such Borrower or a Material Subsidiary of such Borrower with respect to, or the receipt of notice by such Person of potential
liability or responsibility for violation, or alleged violation of any federal, state or local law, rule or regulation, the violation of which would likely have a Material Adverse Effect on such Borrower or (C) any notice or determination concerning
the imposition of any withdrawal liability by a Multiemployer Plan against such Borrower or any of its ERISA Affiliates, the determination that a Multiemployer Plan is, or is expected to be, in reorganization within the meaning of Title IV of ERISA
or the termination of any Plan of such Borrower.



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



7.2  Preservation of Existence and Franchises.



Such Borrower will do (and will cause each of its Material Subsidiaries to do) all things necessary to preserve and keep in full force and effect its existence, rights, franchises and authority;
provided that nothing in this Section 7.2 shall prevent any transaction otherwise permitted under Section 8.2 or Section 8.3 or any change in the form of organization (by merger or otherwise) of any Material Subsidiary of any Borrower so long
as such change shall not have an adverse effect on such Borrowers ability to perform its obligations hereunder.



7.3 Books and Records.



Such Borrower will keep (and will cause each of its Material Subsidiaries to keep) complete and accurate books and records of its
transactions in accordance with good accounting practices on the basis of GAAP (including the establishment and maintenance of appropriate reserves).



7.4 Compliance with Law.



Such Borrower will comply (and will cause each of its Material Subsidiaries to comply) with all laws, rules, regulations and orders, and
all applicable restrictions imposed by all Governmental Authorities, applicable to it and its property if noncompliance with any such law, rule, regulation, order or restriction would be reasonably expected to have a Material Adverse Effect on such
Borrower.



7.5 Payment of Taxes.



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



35



---



7.6  Insurance.



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



7.7  Performance of Obligations.



Such Borrower will perform (and will cause each of its Material Subsidiaries to perform) in all material
respects all of its obligations under the terms of all material agreements, indentures, mortgages, security agreements or other debt instruments to which it is a party or by which it is bound.



7.8  ERISA.



Such Borrower and each of its ERISA Affiliates will (a) at all
times make prompt payment of all contributions (i) required under all employee pension benefit plans (as defined in Section 3(2) of ERISA) (Pension Plans) and (ii) required to meet the minimum funding standard set forth in ERISA
with respect to each of its Plans; (b) promptly upon request, furnish the Administrative Agent and the Lenders copies of each annual report/return (Form 5500 Series), as well as all schedules and attachments required to be filed with the Department
of Labor and/or the Internal Revenue Service pursuant to ERISA, and the regulations promulgated thereunder, in connection with each of its Pension Plans for each Plan Year (as defined in ERISA); (c) notify the Administrative Agent immediately of any
fact, including, but not limited to, any Reportable Event arising in connection with any of its Plans, which might constitute grounds for termination thereof by the PBGC or for the appointment by the appropriate United States District Court of a
trustee to administer such Plan, together with a statement, if requested by the Administrative Agent, as to the reason therefor and the action, if any, proposed to be taken in respect thereof; and (d) furnish to the Administrative Agent, upon its
request, such additional information concerning any of its Plans as may be reasonably requested. Such Borrower will not nor will it permit any of its ERISA Affiliates to (A) terminate a Plan if any such termination would have a Material Adverse
Effect on such Borrower or (B) cause or permit to exist any Reportable Event under ERISA or other event or condition which presents a material risk of termination at the request of the PBGC if such termination would have a Material Adverse Effects.



7.9  Use of Proceeds.



The proceeds of the Loans made to each Borrower
hereunder may be used solely (a) to provide credit support for such Borrowers commercial paper, (b) for working capital of such Borrower and its Subsidiaries and (c) for other general corporate purposes.



7.10  Audits/Inspections.



Upon reasonable notice, during normal business hours and in
compliance with the reasonable security procedures of such Borrower, such Borrower will permit representatives appointed by the Administrative Agent or any Lender, including, without limitation, independent



36



---

accountants, agents, attorneys, and appraisers to visit and inspect such Borrowers property, including its books and records, its
accounts receivable and inventory, the Borrowers facilities and its other business assets, and to make photocopies or photographs thereof and to write down and record any information such representative obtains and shall permit any Lender or
the Administrative Agent or its representatives to investigate and verify the accuracy of information provided to the Lenders and to discuss all such matters with the officers, employees and representatives of such Borrower.



7.11  Total Funded Debt to Capitalization.



The ratio of (a) Total Funded Debt to (b)
Capitalization for such Borrower shall at all times be less than or equal to .65 to 1.00, in the case of Dominion Resources (on a consolidated basis), or .60 to 1.00, in the case of each of VaPower and CNG (each on a consolidated basis).



SECTION 8.    NEGATIVE
COVENANTS



Each Borrower, severally but not
jointly, hereby covenants and agrees that so long as this Credit Agreement is in effect and until the Loans, together with interest, fees and other obligations hereunder, have been paid in full and the Commitments hereunder shall have terminated:



8.1  Nature of Business.



Such Borrower will not alter the character of
its business from that conducted as of the Closing Date and activities reasonably related thereto and similar and related businesses; provided, however, that VaPower may transfer assets related to its electric power generation and
marketing and trading operations to one or more Wholly-Owned Subsidiaries of DRI to the extent permitted under Section 8.3.



8.2  Consolidation and Merger.



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



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



(b) such Borrower may merge or consolidate with any other Person if either (i) such Borrower shall be the continuing or surviving entity
or (ii) such Borrower shall not be the continuing or surviving entity and the entity so continuing or surviving (A) is an entity organized and duly existing under the law of any state of the United States and (B) executes and delivers to the
Administrative Agent and the Lenders an instrument in form satisfactory to the Required Lenders pursuant to which it expressly assumes the Loans of such Borrower and all of the other obligations of such Borrower under the Credit Documents and
procures for the Administrative Agent and each Lender an opinion in form satisfactory to the Required Lenders



37



---

and from counsel satisfactory to the Required Lenders in respect of the due authorization, execution, delivery and enforceability of such
instrument and covering such other matters as the Required Lenders may reasonably request; and



(c) such Borrower may be merged or consolidated with or into any other Borrower.



8.3  Sale or Lease of Assets.



Such Borrower will not convey, sell, lease, transfer or otherwise dispose of, in one transaction or a series of transactions, all or
substantially all of its business or assets whether now owned or hereafter acquired, it being understood and agreed that VaPower may transfer assets related to its electric power generation and marketing and trading operations to one or more
Wholly-Owned Subsidiaries generally in accordance with a plan submitted to the Virginia State Corporation Commission, provided that (i) each such Wholly-Owned Subsidiary remains at all times a Wholly Owned Subsidiary of Dominion Resources and
(ii) the long-term, unsecured, senior, non-credit-enhanced debt ratings of Dominion Resources and VaPower will not be lowered to less than BBB by S&P or Baa2 by Moodys in connection with or as a result of such transfer.



8.4  Limitation on Liens.



In the case of VaPower, VaPower shall not, nor shall it permit
any of its Material Subsidiaries to, create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether now owned or hereafter acquired, except for (i) Liens permitted by the First Mortgage Bond Indenture and
(ii) Liens created in the ordinary course of business.



In the case of CNG, if CNG shall pledge, mortgage or hypothecate, or permit any Lien upon, any property or assets at any time owned by CNG and by reason thereof CNG would under the Indenture be obligated to cause the Securities
outstanding under the Indenture as from time to time in effect to be secured by such pledge, mortgage, hypothecation or other Lien, CNG shall concurrently make effective provision whereby the Loans outstanding hereunder will be equally and ratably
secured with any and all other indebtedness thereby secured.



In the case of Dominion Resources, if Dominion Resources shall pledge as security for any indebtedness or obligations, or permit any Lien as security for Indebtedness or obligations upon, any capital stock owned by it on the date
hereof or thereafter acquired, of any of its Material Subsidiaries, Dominion Resources will secure the outstanding Loans ratably with the indebtedness or obligations secured by such pledge, except for Liens incurred or otherwise arising in the
ordinary course of business.



8.5  Fiscal Year.



Such Borrower will not change its fiscal year without prior notification to the Lenders.



38



---



SECTION
9.  EVENTS OF DEFAULT

9.1  Events of Default.



An Event of Default with respect to a Borrower shall exist
upon the occurrence and continuation of any of the following specified events with respect to such Borrower (each an Event of Default):



(a) Payment. Such Borrower shall:



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



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



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



(c) Covenants.  Such Borrower shall:



(i)    default in the due performance or observance of any term, covenant or agreement contained in Sections 7.2, 7.9, 7.11 or 8.1 through 8.5, inclusive; or



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



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



(d) Credit Documents.  Any Credit Document shall fail to be in full force and effect with respect to such Borrower or to
give the Administrative Agent and/or the Lenders the security interests, liens, rights, powers and privileges purported to be created thereby and relating to such Borrower.



(e) Bankruptcy, etc.  The occurrence of any of the following with respect to such Borrower
or a Material Subsidiary of such Borrower (i) a court or governmental agency having jurisdiction in the premises shall enter a decree or order for relief in respect of such Borrower or a Material Subsidiary of such Borrower in an involuntary case
under any applicable bankruptcy,



39



---

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



(f) Defaults under Other
Agreements.  With respect to any Indebtedness (other than Indebtedness outstanding under this Credit Agreement) of such Borrower or a Material Subsidiary of such Borrower in a principal amount in excess of $25,000,000, (i) such
Borrower or a Material Subsidiary of such Borrower shall (A) default in any payment (beyond the applicable grace period with respect thereto, if any) with respect to any such Indebtedness, or (B) default (after giving effect to any applicable grace
period) in the observance or performance of any covenant or agreement relating to such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event or condition shall occur or condition exist,
the effect of which default or other event or condition is to cause, or permit, the holder or holders of such Indebtedness (or trustee or agent on behalf of such holders) to cause any such Indebtedness to become due prior to its stated maturity; or
(ii) any such Indebtedness shall be declared due and payable, or required to be prepaid other than by a regularly scheduled required prepayment, prior to the stated maturity thereof; or (iii) any such Indebtedness matures and is not paid at
maturity.



(g) Judgments.  One
or more judgments, orders, or decrees shall be entered against such Borrower or a Material Subsidiary of such Borrower involving a liability of $25,000,000 or more, in the aggregate, (to the extent not paid or covered by insurance provided by a
carrier who has acknowledged coverage) and such judgments, orders or decrees shall continue unsatisfied, undischarged and unstayed for a period ending on the first to occur of (i) the last day on which such judgment, order or decree becomes final
and unappealable and, where applicable, with the status of a judicial lien or (ii) 30 days.



(h)ERISA.  (i) Such Borrower, or a Material Subsidiary of such Borrower or any member of the Controlled Group including such Borrower shall fail to pay when due an amount or amounts
aggregating in excess of $20,000,000 which it shall have become liable to pay under Title IV of ERISA; or (ii) notice of intent to terminate a Plan or Plans of such Borrower which in the aggregate have unfunded liabilities in excess of $20,000,000
(individually and collectively, a Material Plan) shall be filed under Title IV of ERISA by such Borrower or any member of the Controlled Group including such Borrower, any plan administrator or any combination of the foregoing; or (iii)
the PBGC shall institute proceedings under Title IV of ERISA to terminate, to



40



---

impose liability (other than for premiums under Section 4007 of ERISA) in respect of, or to cause a trustee to be appointed to administer any
Material Plan of such Borrower; or (iv) a condition shall exist by reason of which the PBGC would be entitled to obtain a decree adjudicating that any Material Plan of such Borrower must be terminated; or (v) there shall occur a complete or partial
withdrawal from, or a default, within the meaning of Section 4219(c)(5) of ERISA, with respect to, one or more Multiemployer Plans which could cause one or more members of the Controlled Group including such Borrower to incur a current payment
obligation in excess of $20,000,000.



(i)
Change of Control.  The occurrence of any Change of Control with respect to such Borrower.



9.2  Acceleration; Remedies.



Upon the occurrence of an Event of Default with respect to any Borrower, and at any time thereafter unless and until such Event of Default
has been waived by the Required Lenders or cured to the satisfaction of the Required Lenders, the Administrative Agent may with the consent of the Required Lenders, and shall, upon the request and direction of the Required Lenders, by written notice
to such Borrower take any of the following actions without prejudice to the rights of the Administrative Agent or any Lender to enforce its claims against such Borrower, except as otherwise specifically provided for herein:



(i)    Termination of
Commitments.  Declare the Commitments with respect to such Borrower (and, if such Borrower is either VaPower or CNG, then also to Dominion Resources) terminated whereupon the Commitments with respect to such Borrower (and, if such
Borrower is either VaPower or CNG, then also to Dominion Resources) shall be immediately terminated.



(ii)    Acceleration of Loans.  Declare the unpaid principal of and any accrued
interest in respect of all Loans made to such Borrower (and, if such Borrower is either VaPower or CNG, then also to Dominion Resources) and any and all other indebtedness or obligations of any and every kind owing by such Borrower (and, if such
Borrower is either VaPower or CNG, then also by Dominion Resources) to any of the Lenders or the Administrative Agent hereunder to be due whereupon the same shall be immediately due and payable without presentment, demand, protest or other notice of
any kind, all of which are hereby waived by such Borrower (and, if such Borrower is either VaPower or CNG, then also by Dominion Resources).



(iii)    Enforcement of Rights.  Enforce any and all rights and interests created and
existing under the Credit Documents, including, without limitation, all rights of set-off, as against such Borrower.



Notwithstanding the foregoing, if an Event of Default specified in Section 9.1(e) shall occur, then the Commitments with respect to such Borrower (and, if
such Borrower is either VaPower or CNG, then also to Dominion Resources) shall automatically terminate and all Loans made to such Borrower (and, if such Borrower is either VaPower or CNG, then also to Dominion Resources), all accrued interest in
respect thereof, all accrued and unpaid fees and other



41



---

indebtedness or obligations owing by such Borrower (and, if such Borrower is either VaPower or CNG, then also by Dominion Resources) to the
Lenders and the Administrative Agent hereunder shall immediately become due and payable without the giving of any notice or other action by the Administrative Agent or the Lenders.



9.3  Allocation of Payments After Event of Default.



Notwithstanding any other provisions of this Credit Agreement,
after the occurrence and during the continuance of an Event of Default with respect to any Borrower, all amounts collected or received by the Administrative Agent or any Lender on account of amounts outstanding under any of the Credit Documents
shall be paid over or delivered as follows:



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



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



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



FOURTH, to the payment of the outstanding principal amount of the Loans of such Borrower,
prorata as set forth below;



FIFTH, to all other obligations which shall have become due and payable of such Borrower under the Credit Documents and not repaid pursuant to clauses FIRST through FOURTH above; and



SIXTH, the payment of the surplus, if any, to
whoever may be lawfully entitled to receive such surplus.



In
carrying out the foregoing, (a) amounts received shall be applied in the numerical order provided until exhausted prior to application to the next succeeding category and (b) each of the Lenders shall receive an amount equal to its pro
rata share (based on each Lenders Commitment Percentages) of amounts available to be applied.



SECTION 10.   AGENCY PROVISIONS

10.1  Appointment.



Each Lender hereby designates and appoints JPMCB as administrative agent of such Lender to act as specified herein and the other Credit Documents, and each such Lender hereby authorizes the Administrative Agent, as the agent for such
Lender, to take such action on its behalf under the provisions of this Credit Agreement and the other Credit Documents and to exercise such powers and perform such duties as are expressly delegated by the terms hereof and



42



---

of the other Credit Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the
contrary elsewhere herein and in the other Credit Documents, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein and therein, or any fiduciary relationship with any Lender, and no implied
covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Credit Agreement or any of the other Credit Documents, or shall otherwise exist against the Administrative Agent. The provisions of this Section are
solely for the benefit of the Administrative Agent and the Lenders and no Borrower shall have any rights as a third party beneficiary of the provisions hereof. In performing its functions and duties under this Credit Agreement and the other Credit
Documents, the Administrative Agent shall act solely as agent of the Lenders and does not assume and shall not be deemed to have assumed any obligation or relationship of agency or trust with or for any Borrower.



10.2  Delegation of Duties.



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



10.3  Exculpatory Provisions.



Neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates shall be liable for any action lawfully taken or omitted to be taken by it or
such Person under or in connection herewith or in connection with any of the other Credit Documents (except for its or such Persons own gross negligence or willful misconduct), or responsible in any manner to any of the Lenders for any
recitals, statements, representations or warranties made by a Borrower contained herein or in any of the other Credit Documents or in any certificate, report, statement or other document referred to or provided for in, or received by the
Administrative Agent under or in connection herewith or in connection with the other Credit Documents, or enforceability or sufficiency therefor of any of the other Credit Documents, or for any failure of the Borrowers to perform their respective
obligations hereunder or thereunder. The Administrative Agent shall not be responsible to any Lender for the effectiveness, genuineness, validity, enforceability, collectibility or sufficiency of this Credit Agreement, or any of the other Credit
Documents or for any representations, warranties, recitals or statements made herein or therein or made by a Borrower in any written or oral statement or in any financial or other statements, instruments, reports, certificates or any other documents
in connection herewith or therewith furnished or made by the Administrative Agent to the Lenders or by or on behalf of a Borrower to the Administrative Agent or any Lender or be required to ascertain or inquire as to the performance or observance of
any of the terms, conditions, provisions, covenants or agreements contained herein or therein or as to the use of the proceeds of the Loans or of the existence or possible existence of any Default or Event of Default or to inspect the properties,
books or records of a Borrower. The Administrative Agent is not a trustee for the Lenders and owes no fiduciary duty to the Lenders. None of the Lenders identified on the facing page or signature pages of this Agreement as Co-Syndication
Agents or Co-Documentation Agents shall have any right, power, obligation, liability, responsibility or duty under this



43



---

Agreement other than those applicable to all Lenders as such, nor shall they have or be deemed to have any fiduciary relationship with any
Lender.



10.4  Reliance on
Communications.



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



10.5  Notice of Default.



The Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event of Default hereunder unless the Administrative Agent has received notice from a Lender or the relevant Borrower
referring to the Credit Document, describing such Default or Event of Default and stating that such notice is a notice of default. In the event that the Administrative Agent receives such a notice, the Administrative Agent shall give
prompt notice thereof to the Lenders. The Administrative Agent shall take such action with respect to such Default or Event of Default as shall be directed by the Required Lenders (or, to the extent specifically provided in Section 11.6, all the
Lenders).



10.6  Non-Reliance on
Administrative Agent and Other Lenders.



Each
Lender expressly acknowledges that neither the Administrative Agent nor any of its officers, directors, employees, agents, attorneys-in-fact or affiliates has made any representations or warranties to it and that no act by the Administrative Agent
or any affiliate thereof hereinafter taken, including any review of the affairs of a Borrower, shall be deemed to constitute any representation or warranty by the Administrative Agent to any Lender. Each Lender represents to the Administrative Agent
that it has, independently and without reliance upon the Administrative Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its own appraisal of and investigation into the business, assets,
operations, property, financial and other conditions, prospects and



44



---

creditworthiness of a Borrower and made its own decision to make its Loans hereunder and enter into this Credit Agreement. Each Lender also
represents that it will, independently and without reliance upon the Administrative Agent or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals
and decisions in taking or not taking action under this Credit Agreement, and to make such investigation as it deems necessary to inform itself as to the business, assets, operations, property, financial and other conditions, prospects and
creditworthiness of a Borrower. Except for (i) delivery of the Credit Documents and (ii) notices, reports and other documents expressly required to be furnished to the Lenders by the Administrative Agent hereunder, the Administrative Agent shall not
have any duty or responsibility to provide any Lender with any credit or other information concerning the business, operations, assets, property, financial or other conditions, prospects or creditworthiness of a Borrower which may come into the
possession of the Administrative Agent or any of its officers, directors, employees, agents, attorneys-in-fact or Affiliates.



10.7  Indemnification.



Each Lender agrees to indemnify the Administrative Agent in its capacity as such (to the extent not reimbursed by a Borrower and without
limiting the obligation of a Borrower to do so), ratably according to its Revolving Loan Commitment, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of
any kind whatsoever which may at any time (including without limitation at any time following the payment of the Loans) be imposed on, incurred by or asserted against the Administrative Agent in its capacity as such in any way relating to or arising
out of this Credit Agreement or the other Credit Documents or any documents contemplated by or referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by the Administrative Agent under or in
connection with any of the foregoing; provided that no Lender shall be liable for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the
gross negligence or willful misconduct of the Administrative Agent. If any indemnity furnished to the Administrative Agent for any purpose shall, in the opinion of the Administrative Agent, be insufficient or become impaired, the Administrative
Agent may call for additional indemnity and cease, or not commence, to do the acts indemnified against until such additional indemnity is furnished. The agreements in this Section shall survive the payment of the Loans and all other amounts payable
hereunder and under the other Credit Documents.



10.8  Administrative Agent in Its Individual Capacity.



The Administrative Agent and its Affiliates may make loans to, accept deposits from and generally engage in any kind of business with a Borrower as though the Administrative Agent were not
Administrative Agent hereunder. With respect to the Loans made by it, the Administrative Agent shall have the same rights and powers under this Credit Agreement as any Lender and may exercise the same as though they were not Administrative Agent,
and the terms Lender and Lenders shall include the Administrative Agent in its individual capacity.



45



---



10.9  Successor Administrative Agent.



The Administrative Agent may, at any time, resign upon 30 days written notice to the Lenders. Upon any such resignation, the Required Lenders shall have the right to appoint a successor Administrative Agent. If no successor
Administrative Agent shall have been so appointed by the Required Lenders and shall have accepted such appointment, within 30 days after the notice of resignation, then the retiring Administrative Agent shall select a successor Administrative Agent
provided such successor is an Eligible Assignee (or if no Eligible Assignee shall have been so appointed by the retiring Administrative Agent and shall have accepted such appointment, then the Lenders shall perform all obligations of the retiring
Administrative Agent until such time, if any, as a successor Administrative Agent shall have been so appointed and shall have accepted such appointment as provided for above). Upon the acceptance of any appointment as Administrative Agent hereunder
by a successor, such successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent, and the retiring Administrative Agent shall be discharged from
its duties and obligations as Administrative Agent, as appropriate, under this Credit Agreement and the other Credit Documents and the provisions of this Section 10.9 shall inure to its benefit as to any actions taken or omitted to be taken by it
while it was Administrative Agent under this Credit Agreement.



SECTION 11.    MISCELLANEOUS



11.1  Notices.



Except as otherwise expressly provided herein, all notices and other communications shall have been duly given and shall be effective (a) when delivered, (b) when transmitted via telecopy (or other facsimile device), (c) the Business
Day following the day on which the same has been delivered prepaid (or pursuant to an invoice arrangement) to a reputable national overnight air courier service, or (d) the third Business Day following the day on which the same is sent by certified
or registered mail, postage prepaid, in each case to the respective parties at the address or telecopy numbers set forth on Schedule 11.1, or at such other address as such party may specify by written notice to the other parties hereto.



Notices and other communications to any Lender
hereunder may be delivered or furnished by electronic communications pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices pursuant to Section 2 unless otherwise agreed by the
Administrative Agent and the applicable Lender. The Administrative Agent or the Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it;
provided that approval of such procedures may be limited to particular notices or communications.



11.2  Right of Set-Off; Adjustments.



In addition to any rights now or hereafter granted under applicable law or otherwise, and not by way of
limitation of any such rights, upon the occurrence of an Event of Default by a Borrower and the commencement of remedies described in Section 9.2, each Lender



46



---

is authorized at any time and from time to time, without presentment, demand, protest or other notice of any kind (all of which rights being
hereby expressly waived), to set-off and to appropriate and apply any and all deposits (general or special) and any other indebtedness at any time held or owing by such Lender (including, without limitation branches, agencies or Affiliates of such
Lender wherever located) to or for the credit or the account of such Borrower against obligations and liabilities of such Borrower to the Lenders hereunder, under the Notes, the other Credit Documents or otherwise, irrespective of whether the
Administrative Agent or the Lenders shall have made any demand hereunder and although such obligations, liabilities or claims, or any of them, may be contingent or unmatured, and any such set-off shall be deemed to have been made immediately upon
the occurrence of an Event of Default even though such charge is made or entered on the books of such Lender subsequent thereto. Each Borrower hereby agrees that any Person purchasing a participation in the Loans and Commitments to it hereunder
pursuant to Section 11.3(c) may exercise all rights of set-off with respect to its participation interest as fully as if such Person were a Lender hereunder.



Except to the extent that this Credit Agreement expressly provides for payments to be allocated to a particular Lender, if any Lender (a
Benefitted Lender) shall receive any payment of all or part of the obligations owing to it by a Borrower under this Credit Agreement, receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off,
pursuant to events or proceedings of the nature referred to in Section 9.1(e), or otherwise), in a greater proportion than any such payment to or collateral received by any other Lender, if any, in respect of the obligations owing to such other
Lender by such Borrower under this Credit Agreement, such Benefitted Lender shall purchase for cash from the other Lenders a participating interest in such portion of the obligations owing to each such other Lender, or shall provide such other
Lenders with the benefits of any such collateral, as shall be necessary to cause such Benefitted Lender to share the excess payment or benefits of such collateral ratably with each of the Lenders; provided, however, that if all or any
portion of such excess payment or benefits is thereafter recovered from such Benefitted Lender, such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest.



11.3  Benefit of Agreement.



(a) Generally.  This Credit Agreement shall
be binding upon and inure to the benefit of and be enforceable by the respective successors and assigns of the parties hereto; provided that a Borrower may not assign and transfer any of its interests (except as permitted by Section 8.2) without
prior written consent of the Lenders; and provided further that the rights of each Lender to transfer, assign or grant participations in its rights and/or obligations hereunder shall be limited as set forth in this Section 11.3.



(b) Assignments.  Each Lender may assign all
or a portion of its rights and obligations under this Credit Agreement (including, without limitation, all or a portion of its Loans, its Notes, and its Commitment); provided, however, that:



(i)    each such
assignment shall be to an Eligible Assignee;



(ii)    except (A) in the case of an assignment to another Lender, (B) in the case of an assignment of all of a Lenders rights and obligations under this Credit Agreement,



47



---

| | or (C) with the consent of the Administrative Agent and the Borrowers (such consent by the Borrowers (i) not to be unreasonably withheld and
(ii) not being required during the existence of a Default or Event of Default), any such partial assignment shall be in an amount at least equal to $10,000,000 (or, if less, the remaining amount of the Commitment being assigned by such Lender) or an
integral multiple of $5,000,000 in excess thereof;
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



(iii)    each such assignment by a Lender shall be of a constant, and not varying, percentage of all of its rights and obligations under this Credit Agreement and the Notes; and



(iv)    the
parties to such assignment shall execute and deliver to the Administrative Agent for its acceptance an Assignment Agreement in substantially the form of Exhibit 11.3, together with a processing fee from the assignor of $4,000.



Upon execution, delivery, and acceptance of such Assignment
Agreement, the assignee thereunder shall be a party hereto and, to the extent of such assignment, have the obligations, rights, and benefits of a Lender hereunder and the assigning Lender shall, to the extent of such assignment, relinquish its
rights and be released from its obligations under this Credit Agreement. Upon the consummation of any assignment pursuant to this Section 11.3(b), the assignor, the Administrative Agent and the relevant Borrower shall make appropriate arrangements
so that, if required, new Notes are issued to the assignee. If the assignee is not incorporated under the laws of the United States of America or a State thereof, it shall deliver to such Borrower and the Administrative Agent certification as to
exemption from deduction or withholding of taxes in accordance with Section 4.4.



By executing and delivering an assignment agreement in accordance with this Section 11.3(b), the assigning Lender thereunder and the assignee thereunder shall be deemed to confirm to and agree with
each other and the other parties hereto as follows: (A) such assigning Lender warrants that it is the legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim and the assignee warrants that it is an
Eligible Assignee; (B) except as set forth in clause (A) above, such assigning Lender makes no representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in connection with this
Credit Agreement, any of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Credit Agreement, any of
the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto or the financial condition of a Borrower or the performance or observance by such Borrower of any of its obligations under this Credit Agreement, any
of the other Credit Documents or any other instrument or document furnished pursuant hereto or thereto; (C) such assignee represents and warrants that it is legally authorized to enter into such assignment agreement; (D) such assignee confirms that
it has received a copy of this Credit Agreement, the other Credit Documents and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such assignment agreement; (E) such assignee
will independently and without reliance upon the Administrative Agent, such assigning Lender or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in



48



---

taking or not taking action under this Credit Agreement and the other Credit Documents; (F) such assignee appoints and authorizes the
Administrative Agent to take such action on its behalf and to exercise such powers under this Credit Agreement or any other Credit Document as are delegated to the Administrative Agent by the terms hereof or thereof, together with such powers as are
reasonably incidental thereto; and (G) such assignee agrees that it will perform in accordance with their terms all the obligations which by the terms of this Credit Agreement and the other Credit Documents are required to be performed by it as a
Lender.



For avoidance of doubt, the parties to
this Credit Agreement acknowledge that the provisions of this Section 11.3 concerning assignments relate only to absolute assignments and that such provisions do not prohibit assignments creating security interests, including any pledge or
assignment by a Lender to any Federal Reserve Bank in accordance with applicable law.



(c) Register.  The Administrative Agent shall maintain a copy of each Assignment Agreement delivered to and accepted by it and a register for the recordation of the names and addresses
of the Lenders and the Commitment of, and principal amount of the Loans owing to, each Lender from time to time by each Borrower (collectively, the Registers). The entries in the Registers shall be conclusive and binding for all
purposes, absent manifest error, and the Borrowers, the Administrative Agent and the Lenders may treat each Person whose name is recorded in the relevant Register as a Lender hereunder for all purposes of this Credit Agreement. The Registers shall
be available for inspection by the Borrowers or any Lender at any reasonable time and from time to time upon reasonable prior notice.



(d) Acceptance.  Upon its receipt of an assignment agreement executed by the parties thereto, together with any Note
subject to such assignment and payment of the processing fee, the Administrative Agent shall, if such Assignment Agreement has been completed and is in substantially the form of Exhibit 11.3, (i) accept such assignment agreement, (ii) record
the information contained therein in the Register and (iii) give prompt notice thereof to the parties thereto.



(e) Participations.  Each Lender may sell, transfer, grant or assign participations in all or any part of such
Lenders interests and obligations hereunder; provided that (i) such selling Lender shall remain a Lender for all purposes under this Credit Agreement (such selling Lenders obligations under the Credit Documents
remaining unchanged) and the participant shall not constitute a Lender hereunder, (ii) no such participant shall have, or be granted, rights to approve any amendment or waiver relating to this Credit Agreement or the other Credit Documents except to
the extent any such amendment or waiver would (A) reduce the principal of or rate of interest on or fees in respect of any Loans in which the participant is participating, or (B) postpone the date fixed for any payment of principal (including
extension of the Maturity Date or the date of any mandatory prepayment), interest or fees in respect of any Loans in which the participant is participating, (iii) sub-participations by the participant (except to an Affiliate, parent company or
Affiliate of a parent company of the participant) shall be permitted with the consent of the Borrowers (which, in each case, shall not be unreasonably withheld or delayed and shall not be required during the existence of a Default or Event of
Default), and (iv) any such participations shall be in a minimum aggregate amount of $10,000,000 of the Revolving Loan Commitment and in integral multiples of $5,000,000 in excess thereof. In the case of any such participation, the participant shall
not have any rights



49



---

under this Credit Agreement or the other Credit Documents (the participants rights against the selling Lender in respect of such
participation to be those set forth in the participation agreement with such Lender creating such participation) and all amounts payable by such Borrower hereunder shall be determined as if such Lender had not sold such participation; provided,
however, that such participant shall be entitled to receive additional amounts under Section 4 to the same extent that the Lender from which such participant acquired its participation would be entitled to the benefit of such cost protection
provisions.



(f)    Payments.  No Eligible Assignee, participant or other transferee of any Lenders rights shall be entitled to receive any greater payment under Section 4 than such Lender would have
been entitled to receive with respect to the rights transferred, unless such transfer is made with the Borrowers written consent.



(g)    Nonrestricted Assignments.  Notwithstanding any other provision set forth in this Credit
Agreement, any Lender may at any time assign and pledge all or any portion of its Loans and its Notes to any Federal Reserve Bank as collateral security pursuant to Regulation A and any operating circular issued by such Federal Reserve Bank. No such
assignment shall release the assigning Lender from its obligations hereunder.



(h)    Information.  Any Lender may furnish any information concerning a Borrower or any of its Subsidiaries in the possession of such Lender from time to time to
assignees and participants (including prospective assignees and participants) who is notified of the confidential nature of the information and agrees to use its reasonable best efforts to keep confidential all non-public information from time to
time supplied to it.



11.4  No
Waiver; Remedies Cumulative.



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



11.5  Payment of Expenses,
etc.



Each Borrower agrees to: (a) pay all
reasonable out-of-pocket costs and expenses of (i) the Administrative Agent and the Lead Arranger in connection with the negotiation, preparation, execution and delivery and administration of this Credit Agreement and the other Credit Documents and
the documents and instruments referred to therein (including, without limitation, the reasonable fees and expenses of legal counsel to the Administrative Agent) and any amendment, waiver or consent relating hereto and thereto including, but not
limited to, any



50



---

such amendments, waivers or consents resulting from or related to any work-out, renegotiation or restructure relating to the performance by
such Borrower under this Credit Agreement and (ii) of the Administrative Agent, the Lead Arranger and the Lenders in connection with enforcement of the Credit Documents and the documents and instruments referred to therein (including, without
limitation, in connection with any such enforcement, the reasonable fees and disbursements of counsel for the Administrative Agent and each of the Lenders) against such Borrower; and (b) indemnify the Administrative Agent, the Lead Arranger and each
Lender, their respective officers, directors, employees, representatives and agents from and hold each of them harmless against any and all losses, liabilities, claims, damages or expenses incurred by any of them as a result of, or arising out of,
or in any way related to, or by reason of, any investigation, litigation or other proceeding (whether or not the Administrative Agent, the Lead Arranger or any Lender is a party thereto) related to the entering into and/or performance of any Credit
Document or the use of proceeds of any Loans (including other extensions of credit) hereunder or the consummation of any other transactions contemplated in any Credit Document by such Borrower, including, without limitation, the reasonable fees and
disbursements of counsel incurred in connection with any such investigation, litigation or other proceeding (but excluding any such losses, liabilities, claims, damages or expenses to the extent incurred by reason of gross negligence or willful
misconduct on the part of the Person to be indemnified).



11.6  Amendments, Waivers and Consents.



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



(a) extend the Maturity Date;



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



(c) reduce or forgive the principal amount of any Loan;



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



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



(f) amend, modify or waive any provision of this Section or Section 3.6, 3.8, 9.1(a), 10.7, 11.2, 11.3 or 11.5; or



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



51



---



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



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



11.7  Counterparts; Telecopy.



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



11.8  Headings.



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



11.9  Defaulting Lender.



Each Lender understands and agrees that if such Lender is a Defaulting Lender then it shall not be entitled to vote on any matter requiring the consent of the Required Lenders or to object to any
matter requiring the consent of all the Lenders; provided, however, that all other benefits and obligations under the Credit Documents shall apply to such Defaulting Lender.



11.10  Survival of Indemnification and Representations and Warranties.



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



11.11 GOVERNING LAW.



THIS CREDIT AGREEMENT AND THE OTHER CREDIT DOCUMENTS AND
THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER AND THEREUNDER SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. Each Borrower irrevocably consents to the service of process out of any
competent court in any action or proceeding brought in connection with this Credit Agreement by the mailing of copies thereof by registered or certified mail, postage prepaid, to it at its address for notices pursuant to Section



52



---

11.1, such service to become effective 30 days after such mailing. Nothing herein shall affect the right of a Lender to serve process in any
other manner permitted by law.



11.12  WAIVER OF JURY TRIAL.



EACH OF THE PARTIES TO THIS CREDIT AGREEMENT HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS CREDIT AGREEMENT, ANY OF THE OTHER CREDIT
DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY.



11.13  Severability.



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



11.14  Entirety.



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



11.15  Binding Effect.



This Credit Agreement shall become effective at such time (the Effective Date) when all of the conditions set forth in
Section 5.1 have been satisfied or waived by the Lenders and this Credit Agreement shall have been executed by each of the Borrowers and the Administrative Agent, and the Administrative Agent shall have received copies (telefaxed or otherwise)
which, when taken together, bear the signatures of each Lender, and thereafter this Credit Agreement shall be binding upon and inure to the benefit of each Borrower, the Administrative Agent and each Lender and their respective successors and
permitted assigns.



11.16  Submission to Jurisdiction.



Each Borrower hereby irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County and of the United States
District Court of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Credit Agreement, or for recognition or enforcement of any judgment, and each of the
parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the
parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Credit Agreement shall affect
any right that the Administrative Agent or any Lender may



53



---

otherwise have to bring any action or proceeding relating to this Credit Agreement against any Borrower or its properties in the courts of
any jurisdiction. Each Borrower hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding
arising out of or relating to this Credit Agreement in any court referred to above. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action
or proceeding in any such court. Each of the Borrowers also hereby irrevocably and unconditionally waives any right it may have to claim or recover in any legal action or proceeding referred to in this Section any special, exemplary, punitive or
consequential damages.



11.17  Confidentiality.



Each of the Administrative Agent and each Lender agrees to keep confidential all non-public information provided to it by any Borrower pursuant to this Agreement that is designated by such Borrower as confidential; provided
that nothing herein shall prevent the Administrative Agent or any Lender from disclosing any such information (a) to the Administrative Agent, any other Lender or any of its Affiliates, (b) subject to an agreement to comply with the provisions of
this Section, to any actual or prospective Assignee or participant, (c) to its employees, directors, agents, attorneys and accountants or those of any of its affiliates, (d) upon the request or demand of any Governmental Authority, (e) in response
to any order of any court or other Governmental Authority or as may otherwise be required pursuant to any requirement of law, (f) if required to do so in connection with any litigation or similar proceeding, (g) that has been publicly disclosed, (h)
to the National Association of Insurance Commissioners or any similar organization or any nationally recognized rating agency that requires access to information about a Lenders investment portfolio in connection with ratings issued with
respect to such Lender, or (i) in connection with the exercise of any remedy hereunder or under any other Credit Document.



11.18  Designation of SPVs.



Notwithstanding anything to the contrary contained herein, any Lender, (a Granting Lender) may grant to a special
purpose funding vehicle (an SPV), identified as such in writing from time to time by such Granting Lender to the Administrative Agent and the Borrowers, the option to fund all or any part of any Loan that such Granting Lender
would otherwise be obligated to fund pursuant to this Credit Agreement; provided that (i) nothing herein shall constitute a commitment by any SPV to fund any Loan, (ii) if an SPV elects not to exercise such option or otherwise fails to fund
all or any part of such Loan, the Granting Lender shall be obligated to fund such Loan pursuant to the terms hereof, (iii) no SPV shall have any voting rights pursuant to Section 11.6 and (iv) with respect to notices, payments and other matters
hereunder, the Borrowers, the Administrative Agent and the Lenders shall not be obligated to deal with an SPV, but may limit their communications and other dealings relevant to such SPV to the applicable Granting Lender. The funding of a Loan by an
SPV hereunder shall utilize the Revolving Loan Commitment of the Granting Lender to the same extent that, and as if, such Loan were funded by such Granting Lender.



As to any Loans or portion thereof made by it, each SPV shall have all the rights that its applicable
Granting Lender making such Loans or portion thereof would have had under this Credit Agreement; provided, however, that each SPV shall have granted to its Granting



54



---

Lender an irrevocable power of attorney, to deliver and receive all communications and notices under this Agreement (and any related
documents) and to exercise on such SPVs behalf, all of such SPVs voting rights under this Credit Agreement. No additional Note shall be required to evidence the Loans or portion thereof made by an SPV; and the related Granting Lender
shall be deemed to hold its Note as agent for such SPV to the extent of the Loans or portion thereof funded by such SPV. In addition, any payments for the account of any SPV shall be paid to its Granting Lender as agent for such SPV.



Each party hereto hereby agrees that no SPV shall be liable
for any indemnity or payment under this Agreement for which a Lender would otherwise be liable for so long as, and to the extent, the Granting Lender provides such indemnity or makes such payment. In furtherance of the foregoing, each party hereto
hereby agrees (which agreements shall survive the termination of this Credit Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior indebtedness of any SPV, it
will not institute against, or join any other person in instituting against, such SPV any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings under the laws of the United States or any State thereof.



In addition, notwithstanding anything to the contrary
contained in this Credit Agreement, any SPV may (i) at any time and without paying any processing fee therefor, assign or participate all or a portion of its interest in any Loans to the Granting Lender or to any financial institutions providing
liquidity and/or credit support to or for the account of such SPV to support the funding or maintenance of Loans and (ii) disclose on a confidential basis any non-public information relating to its Loans to any rating agency, commercial paper dealer
or provider of any surety, guarantee or credit or liquidity enhancements to such SPV. This Section 11.17 may not be amended without the written consent of any Granting Lender affected thereby.



[Remainder of Page Intentionally Blank]



55



---



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



DOMINION RESOURCES, INC., as a BorrowerBy:

/s/    G. SCOTT HETZERName: Title:




VIRGINIA ELECTRIC AND POWER COMPANY, as a BorrowerBy:

/s/    G. SCOTT HETZERName: Title:




CONSOLIDATED NATURAL GAS COMPANY, as a BorrowerBy:

/s/    G. SCOTT HETZERName: Title:




56



---



JPMORGAN CHASE BANK, as Administrative Agent and as a LenderBy:

/s/    PETER M. LINGName:    Peter M. Ling Title:    Vice President




57