Exhibit 4.3.6.3
EXECUTION COPY

AMENDED AND RESTATED
SECOND SERIES D LETTER OF CREDIT
AND REIMBURSEMENT AGREEMENT
Dated as of April 23, 1998
Among
PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE
as Account Party
BARCLAYS BANK PLC, NEW YORK BRANCH
as Issuing Bank and as Agent
and
THE PARTICIPATING BANKS
REFERRED TO HEREIN


Relating to

The Industrial Development Authority of the State of New Hampshire
Pollution Control Revenue Bonds (Public Service Company of
New Hampshire Project - 1991 Taxable Series D)


AMENDED AND RESTATED 
SECOND SERIES D LETTER OF CREDIT
AND REIMBURSEMENT AGREEMENT

Dated as of April 23, 1998

This AMENDED AND RESTATED SECOND SERIES D LETTER OF CREDIT AND REIMBURSEMENT 
AGREEMENT, dated as of April 23, 1998 (this "Agreement") is made by and 
among:

(i)	Public Service Company of New Hampshire, a corporation duly organized 
and validly existing under the laws of the State of New Hampshire (the 
"Account Party");

(ii)	Barclays Bank PLC, New York Branch ("Barclays"), as issuer of the Letter 
of Credit (the "Issuing Bank");

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

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

and restates in its entirety the Existing Reimbursement Agreement referred to 
herein.


PRELIMINARY STATEMENT

The Business Finance Authority  (formerly The  Industrial Development 
Authority) of the State of New Hampshire (the "Issuer"), pursuant to a Series 
D Loan and Trust Agreement, dated as of May 1, 1991 (the "Original 
Indenture"), by and among the Issuer, the Account Party and State Street Bank 
and Trust Company, as trustee (such entity, or its successor as trustee, 
being the "Trustee"), previously issued $114,500,000 aggregate principal 
amount of The Industrial Development Authority of the State of New Hampshire 
Pollution Control Revenue Bonds (Public Service Company of New Hampshire 
Project - 1991 Taxable Series D) (such bonds being herein referred to as the 
"Taxable Bonds").  Pursuant to the Original Indenture, a First Supplement 
thereto, dated as of December 1, 1992 and a Second Supplement thereto, dated 
as of May 1, 1995 (the Original Indenture, as so supplemented by such First 
Supplement and such Second Supplement and as the same may be further 
supplemented, amended or modified from time to time with the written consent 
of the Issuing Bank, being herein referred to as the "Indenture"), the Issuer 
refunded $75,000,000 aggregate principal amount of the Taxable Bonds through 
the issuance of $75,000,000 aggregate principal amount of Business Finance 
Authority of the State of New Hampshire Pollution Control Refunding Revenue 
Bonds (Public Service Company of New Hampshire Project - 1992 Tax-Exempt 
Series D) (such bonds being herein referred to as the "Existing Tax-Exempt 
Refunding Bonds").

The Account Party previously caused Barclays to issue its Irrevocable Letter 
of Credit No. 839136, dated May 2, 1995 in a stated amount of $117,858,000 
(the "Existing Letter of Credit"), in support of the Taxable Bonds and the 
Existing Tax-Exempt Refunding Bonds, and, in connection therewith, the 
Account Party entered into a Second Series D Letter of Credit and 
Reimbursement Agreement dated as of May 1, 1995 (the "Existing Reimbursement 
Agreement") with Barclays as issuing bank and agent thereunder and the 
participating banks referred to therein.

The Account Party now wishes to extend and amend the Existing Letter of 
Credit and, in furtherance thereof, the Account Party has requested the 
Issuing Bank to issue the Letter of Credit Amendment (as defined herein) to 
the Paying Agent.  Following such extension and amendment and the Fixed-Rate 
Conversion described herein, the aggregate amount of the Letter of Credit, as 
so amended, will be $41,748,000 (the "Stated Amount"), of which (i) 
$39,500,000 shall support the payment of principal of the Taxable Bonds (or 
the portion of the purchase or redemption price of Bonds corresponding to 
principal), (ii) $2,248,000 shall support the payment of up to 128 days' 
interest on the principal amount of Taxable Bonds (or the portion of the 
purchase or redemption price of Taxable Bonds corresponding to interest), 
computed at a maximum interest rate of 16% per annum on the basis of the 
actual days elapsed and a year of 360 days, subject to modification as 
provided in Section 2.06 hereof, and (iii) $0.00 shall support the payment of 
premium on Taxable Bonds.  The Issuing Bank has agreed to issue the Letter of 
Credit Amendment subject to the terms and conditions set forth herein and in 
the Amendment to which this Agreement is appended as Exhibit A (including the 
terms and conditions relating to the rights and obligations of the 
Participating Banks).

NOW, THEREFORE, in consideration of the premises set forth herein, the 
parties hereto agree as follows:


ARTICLE I
DEFINITIONS AND ACCOUNTING TERMS

SECTION I.1. Certain Defined Terms.  In addition to the terms defined in the 
Preliminary Statement hereto, as used in this Agreement, the following terms 
shall have the following meanings (such meanings to be applicable to the 
singular and plural forms of the terms defined):

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

"Affiliate" means, with respect to a specified Person, another Person that 
directly or indirectly through one or more intermediaries controls or is 
controlled by or is directly or indirectly under common control with such 
Person. A Person shall be deemed to control another entity if such Person 
possesses, directly or indirectly, the power to direct or cause the direction 
of the management and policies of such entity, whether through the ownership 
of voting securities, by contract or otherwise.

"Agreement for Capacity Transfer" means the Agreement for Capacity Transfer, 
dated as of December 1, 1989, between The Connecticut Light and Power Company 
("CL&P") and the Account Party, as amended by the First Amendment to 
Agreement for Capacity Transfer, dated as of May 1, 1992 between CL&P and the 
Account Party, which provides for capacity transfers from the Account Party 
to CL&P.

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

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

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

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

"Amendment" means the First Amendment to the Existing Reimbursement 
Agreement, to which this Agreement is appended as Exhibit A.

"Amendment Closing Date" means the Business Day upon which each of the 
conditions precedent enumerated in Sections 3.01 and 3.02 of the Amendment 
shall be fulfilled to the satisfaction of the Agent, the Issuing Bank, the 
Participating Banks and the Account Party.  All transactions contemplated to 
occur on the Amendment Closing Date shall occur contemporaneously on or prior 
to April 23, 1998, at the offices of King & Spalding, 1185 Avenue of the 
Americas, New York, New York 10036, at 12:01 A.M. (New York City time), or at 
such other place and time as the parties hereto may mutually agree.

"Applicable Commission" means, for any day, two and one-quarter percent 
(2.25%). 

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

"Applicable Margin" means, for any day: (i) two and one-quarter percent 
(2.25%),  for any outstanding Eurodollar Rate Advance, and (ii) one and one-
quarter percent (1.25%),  for any outstanding Base Rate Advance.

"Arrangers" means Barclays Bank PLC and SBC Warburg Dillon Read, Inc. 

"Available Amount" in effect at any time means the maximum aggregate amount 
available to be drawn at such time under the Letter of Credit, the 
determination of such maximum amount to assume compliance with all conditions 
for drawing and no reduction for (i) any amount drawn by the Paying Agent to 
make a regularly scheduled payment of interest on the Bonds (unless such 
amount will not be reinstated under the Letter of Credit) or (ii) any amount 
not available to be drawn because Bonds are held by or for the account of the 
Account Party and/or in pledge for the benefit of the Issuing Bank, but after 
giving effect nevertheless, to any reduction in the Stated Amount effected 
pursuant to Section 2.06 hereof.

"Bankruptcy Code" means Title 11 of the United States Code, as the same may 
be amended from time to time, or any successor bankruptcy law of the United 
States.

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

"Bonds" means (i) the Taxable Bonds outstanding as of the date hereof, (ii) 
the Existing Tax-Exempt Refunding Bonds and (iii) any further Tax-Exempt 
Refunding Bonds (as defined in the Indenture) that may be issued in 
accordance with the Indenture and this Agreement to refund any of such 
remaining Taxable Bonds; provided, however, that upon the Fixed-Rate 
Conversion and reimbursement to the Issuing Bank and the Participating Banks 
of the Fixed-Rate Conversion Drawing, the Existing Tax-Exempt Refunding Bonds 
shall cease to be Bonds hereunder.

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

"Cash Account" has the meaning assigned to that term in Section 7.05(a).

"CL&P" has the meaning assigned to that term in the definition of Agreement 
for Capacity Transfer.

"Citibank" means Citibank, N.A.

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

"Collateral Agent" means The Chase Manhattan Bank and any successor as 
collateral agent under the Intercreditor Agreement.

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

"Common Equity" means, at any date, an amount equal to the sum of the 
aggregate of the par value of or stated capital represented by, the 
outstanding shares of common stock of the Account Party and the surplus, 
paid-in, earned and other, if any, of the Account Party.

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

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

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

"date hereof" means April 23, 1998.

"Debt" means, for any Person, without duplication, (i) indebtedness of such 
Person for borrowed money, (ii) obligations of such Person evidenced by 
bonds, debentures, notes or other similar instruments, (iii) obligations of 
such Person to pay the deferred purchase price of property or services, (iv) 
obligations of such Person as lessee under leases which shall have been or 
should be, in accordance with generally accepted accounting principles, 
recorded as capital leases (not including the Unit Contract), (v) obligations 
(contingent or otherwise) of such Person under reimbursement or similar 
agreements with respect to the issuance of letters of credit (vi) net 
obligations (contingent or otherwise) of such Person under interest rate 
swap, "cap", "collar" or other hedging agreements, (vii) obligations of such 
person to pay rent or other amounts under leases entered into in connection 
with sale and leaseback transactions involving assets of such Person being 
sold in connection therewith, (viii) obligations under direct or indirect 
guaranties in respect of, and obligations (contingent or otherwise) to 
purchase or otherwise acquire, or otherwise to assure a creditor against loss 
in respect of, indebtedness or obligations of others of the kinds referred to 
in clauses (i) through (vii), above, and (ix) liabilities in respect of 
unfunded vested benefits under ERISA Plans.

"Default Rate" means a fluctuating interest rate equal at all times to 2% per 
annum above the rate applicable to Base Rate Advances at such time.

"Disclosure Documents" means the Information Memorandum, the 1997 10-K and 
any Current Report on Form 8-K filed by the Account Party with the Securities 
and Exchange Commission after December 31, 1997 furnished to the 
Participating Banks prior to the execution and delivery of the Amendment.

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

"ERISA Affiliate" means any trade or business (whether or not incorporated, 
that, together with the Account Party is treated as a single employer under 
Section 414(b) or (c) of the Code or, solely for purposes of Section 302 of 
ERISA and Section 412 of the Code, is treated as a single employer under 
Section 414 of the Code. 

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

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

"ERISA Plan Termination Event" means (i) a "reportable event", as defined in 
Section 4043 of ERISA or the regulations issued thereunder (other than an 
event for which the 30-day notice period is waived) with respect to an ERISA 
Plan or an ERISA Multiemployer Plan, or (ii) the existence with respect to 
any ERISA plan of an "accumulated funding deficiency" (as defined in Section 
412(d) of the Code or Section 302 of ERISA), whether or not waived; (iii) the 
filing pursuant to Section 412(d) of the Code or Section 303(d) of ERISA of 
an application for a waiver of the minimum funding standard with respect to 
any ERISA Plan; (iv) the incurrence by the Account Party or any of its ERISA 
Affiliates of any liability under Title IV or ERISA with respect to the 
termination of any ERISA Plan; (v) the receipt by Account Party or any of its 
ERISA Affiliates from the PBGC or a plan administrator of any notice relating 
to an intention to terminate any ERISA Plan or an ERISA Multiemployer Plan 
under Section 4041 of ERISA or to appoint a trustee to administer any ERISA 
Plan or ERISA Multiemployer Plan; (vi) the receipt by the Account Party or 
any of its ERISA Affiliates of any notice, or the receipt by an ERISA 
Multiemployer Plan from the Account Party or any of its ERISA Affiliates of 
any notice, concerning the imposition of liability due to any withdrawal of 
the Account Party or any of its ERISA Affiliates from an ERISA Plan or an 
ERISA Multiemployer Plan during a plan year in which it was a "substantial 
employer" as defined in Section 4001(a)(2) of ERISA, or a determination that 
an ERISA Multiemployer Plan is, or is expected to be, insolvent or in 
reorganization, within the meaning of Title IV of ERISA or (vii) any other 
event or condition which might constitute grounds under Section 4042 of ERISA 
for the termination of, or the appointment of a trustee to administer, any 
ERISA Plan or ERISA Multiemployer Plan.

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

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

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

(ii)	the Applicable Margin.

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

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

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

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

"Existing Reimbursement Agreement" has the meaning assigned to that term in 
the Preliminary Statement.

"Existing Tax-Exempt Refunding Bonds" has the meaning assigned to that term 
in the Preliminary Statement.

"Extension Collateral" has the meaning assigned to that term in Section 
7.05(b).

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

"Final Plan" means the "Final Plan" implementing Chapter 374-F of the Revised 
Statutes Annotated of New Hampshire, adopted by the NHPUC on February 28, 
1997, and any successor plan or proposal.

"First Mortgage Bonds" means first mortgage bonds issued or to be issued by 
the Account Party and secured, directly or indirectly, collectively or 
severally, by one or more first-priority liens on all or part of the 
Indenture Assets pursuant to the First Mortgage Indenture or another 
indenture in form and substance satisfactory to the Majority Lenders. For 
purposes hereof, all or part of the First Mortgage Bonds may be issued as 
collateral for pollution control revenue bonds or industrial revenue bonds, 
whether taxable or tax exempt issued by the Account Party or by a 
governmental authority at the Account Party's request.

"First Mortgage Indenture" means the General and Refunding Mortgage 
Indenture, between the Account Party and New England Merchants National Bank, 
as trustee and to which First Union National Bank is successor trustee, dated 
as of August 15, 1978, as amended and supplemented through the date hereof 
and as the same may thereafter be amended, supplemented or modified from time 
to time.

"First Mortgage Trustee" means the trustee from time to time under the First 
Mortgage Indenture.

"Fixed-Rate Conversion" means the Conversion (as defined in the Indenture) of 
the Existing Tax-Exempt Refunding Bonds to the Fixed-Rate Mode (as defined in 
the Indenture), which Conversion is proposed to occur on May 1, 1998.

"Fixed-Rate Conversion Drawing" means the Tender Drawing and the related 
Interest Drawing (as those terms are defined in the Letter of Credit) to 
effect the purchase on May 1, 1998 of the Existing Tax-Exempt Refunding Bonds 
immediately prior to the Fixed-Rate Conversion.

"Governmental Approval" means any authorization, consent, approval, license, 
permit, certificate, exemption of, or filing or registration with, any 
governmental authority or other legal or regulatory body required in 
connection with any of:  (i) the execution, delivery or performance of the 
Rate Agreement, any Transaction Document, Loan Document, Related Document or 
Significant Contract, (ii) the grant and perfection of any security interest, 
lien or mortgage contemplated by the Security Documents, (iii) the nature of 
the Account Party's business as conducted or the nature of the property owned 
or leased by it or (iv) any NUG Settlement.  For purposes of this Agreement, 
Chapter 362-C of the Revised Statutes Annotated of New Hampshire, in effect 
on the Original Closing Date, shall be deemed to be a Governmental Approval.

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

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

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

"Indenture Assets" means fixed assets of the Account Party (including related 
Governmental Approvals and regulatory assets) which from time to time are 
subject to the first-priority lien under the First Mortgage Indenture.
"Information Memorandum" means the Confidential Information Memorandum, dated 
February, 1998 regarding the Account Party, as distributed to the Issuing 
Bank and the Participating Banks, including, without limitation, all 
schedules, attachments and supplements, if any, thereto.

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

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

"Intercreditor Agreement" means the Collateral Agency and Intercreditor 
Agreement, dated as of the date hereof, among the Agent, Swiss Bank 
Corporation, Stamford Branch as "Agent" under the Other Reimbursement 
Agreement and The Chase Manhattan Bank, as Administrative Agent under the 
Revolving Credit Agreement and as Collateral Agent.

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

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

"Interest Expense" means, for any period, the aggregate amount of any 
interest on Debt (including long-term and short-term Debt).

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

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

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

"Letter of Credit" means the Existing Letter of Credit, issued in the form of 
Exhibit 1.01A to the Existing Agreement, as extended and amended by the 
Letter of Credit Amendment, and as it may from time to time be further 
extended, amended or otherwise modified pursuant to the terms of this 
Agreement. 

"Letter of Credit Amendment" means the First Amendment to Irrevocable Letter 
of Credit issued by the Issuing Bank in favor of the Paying Agent, in 
substantially the form of Exhibit 1.01A-2 hereto. 

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

"Loan Documents" means this Agreement and the Security Documents, as each may 
be amended, supplemented or otherwise modified from time to time.

"Major Electric Generating Plants" means the following nuclear, combustion 
turbine and coal, oil or diesel-fired generating stations of the Account 
Party: the Merrimack generating station located in Bow, New Hampshire; the 
Newington generating station located in Newington, New Hampshire; the 
Schiller generating station located in Portsmouth, New Hampshire; the White 
Lake combustion turbine located in Tamworth, New Hampshire; the Millstone 
Unit No. 3 generating station located in Waterford, Connecticut, and the 
Wyman Unit No. 4 generating station located in Yarmouth, Maine.

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

"Material Adverse Effect" means a material adverse effect upon: (i) the 
Account Party's business, prospects, operations, properties, assets, or 
condition (financial or otherwise), (ii) the Account Party's ability to 
perform under any Loan Document, Related Document, the Rate Agreement or any 
Significant Contract, (iii) the value, validity, perfection and 
enforceability of the any Lien granted under or in connection with any 
Security Document, or (iv) the ability of the Collateral Agent, the Agent or 
the Issuing Bank to enforce any of the obligations or any of their material 
rights and remedies under the Loan Documents; provided, that, any  material 
adverse development with respect to the Rate Proceeding, the Rate Agreement 
or the Final Plan that results in a material adverse effect on the Account 
Party other than as described in the Disclosure Documents shall automatically 
be deemed to be a Material Adverse Effect.

"Merger" means (i) the merger on June 5, 1992 of NU Acquisition Corp., a 
wholly-owned subsidiary of NU, with and into the Account Party and (ii) the 
transfer on the same date by the Account Party, as so merged, of its right, 
title and interest in Seabrook to NAEC.

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

"NAEC" means North Atlantic Energy Corporation, a wholly-owned subsidiary of 
NU.

"NHPUC" means the New Hampshire Public Utilities Commission.

"1997 10-K" means the Account Party's 1997 Annual Report and its Annual 
Report on Form 10-K for the fiscal year ended December 31, 1997.
"NU" means Northeast Utilities, an unincorporated voluntary business 
association organized under the laws of the Commonwealth of Massachusetts.

"NUG Settlement" means any buy-out, buy-down or other transaction, or any 
other arrangement or agreement, entered into or proposed to be entered into 
by the Account Party to terminate or reduce, or to resolve a dispute 
concerning, an obligation of the Account Party to purchase power and/or 
capacity from a non-utility generator. 

"NUSCO" means Northeast Utilities Service Company, a Connecticut corporation 
and a wholly-owned subsidiary of NU.

"Official Statement" means any Official Statement, Preliminary Official 
Statement or similar disclosure document relating to the Bonds (including in 
connection with the Fixed-Rate Conversion), and shall include any amendment, 
supplement or "sticker" thereto.

"Operating Income" means, for any period, the Account Party's operating 
income for such period, adjusted as follows:

(i)	increased by the amount of income taxes (including New Hampshire 
Business Profits Tax and other comparable taxes) paid by the Account Party 
during such period, if and to the extent they are deducted in the computation 
of the Account Party's operating income for such period; and

(ii)	increased by the amount of any depreciation deducted by the Account 
Party during such period; and

(iii)	increased by the amount of any amortization of acquisition 
adjustment deducted by the Account Party during such period; and

(iv)	decreased by the amount of any capital expenditures paid by the Account 
Party during such period.

"Original Closing Date" means the Business Day upon which each of the 
conditions precedent enumerated in Sections 5.01 and 5.02 of the Existing 
Reimbursement Agreement were fulfilled to the satisfaction of the Agent, the 
Issuing Bank, the Participating Banks and the Account Party, which date was 
May 2, 1995.

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

"Other Reimbursement Agreement" means (i) the Second Series E Letter of 
Credit and Reimbursement Agreement, dated as of May 1, 1995, among the 
Account Party, Swiss Bank Corporation, New York Branch, as issuing bank and 
agent thereunder and the Participating Banks referred to therein relating to 
the Issuer's Pollution Control Revenue Bonds (Public Service Company of New 
Hampshire Project-1991 Taxable Series E) and the Issuer's Pollution Control 
Refunding Revenue Bonds (Public Service Company of New Hampshire Project-1993 
Tax-Exempt Series E), as amended by the Other Reimbursement Agreement 
Amendment and as the same may from time to time be further amended, modified 
or supplemented or (ii) any reimbursement agreement or similar agreement 
relating to a substitute credit facility applicable to such bonds.

"Other Reimbursement Agreement Amendment" means the First Amendment, dated 
the date hereof, to the Other Reimbursement Agreement.

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

"Participating Banks" means: (i) as of any date of determination prior to the 
Letter of Credit Amendment becoming effective in accordance with its terms, 
the Participating Banks parties to the Existing Reimbursement Agreement and 
(ii) thereafter, the Persons listed on the signature pages to the Amendment 
following the heading "Participating Banks" and any other Person who becomes 
a party hereto pursuant to Section 10.06 hereof.

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

"Participation Percentage" means, with respect to any Participating Bank: (i) 
as of any date of determination prior to the Letter of Credit Amendment 
becoming effective in accordance with its terms, such Participating Bank's 
Participation Percentage as determined pursuant to the Existing Reimbursement 
Agreement (which, in the case of Swiss Bank Corporation, Stamford Branch is 
zero); (ii) thereafter, (A) with respect to a Participating Bank initially a 
party to this Agreement, the percentage set forth opposite such Participating 
Bank's name on Schedule II to the Amendment, except as provided in clause 
(iii), below and (B) with respect to a Participating Bank that becomes a 
party hereto by operation of Section 10.06(a) hereof, the Participation 
Percentage stated to be assumed by such assignee Participating Bank in the 
relevant Participation Assignment, except as provided in clause (iii), below, 
and (iii) at any time, with respect to any Participating Bank that assigns a 
percentage of its interests in accordance with Section 10.06(a) hereof, its 
Participation Percentage determined in accordance with clause (i) or clause 
(ii), above, as reduced by the percentage so assigned.

"Paying Agent" means (i) U.S. Bank Trust National Association (formerly First 
Trust of New York, National Association), and (ii) any successor paying agent 
for the Bonds under the Indenture.

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

"Permitted Investments" means (i) securities issued or directly and fully 
guaranteed or insured by the United States or any agency or instrumentality 
thereof (provided that the full faith and credit of the United States is 
pledged in support thereof) having maturities of not more than six (6) months 
from the date of acquisition by such Person; (ii) time deposits and 
certificates of deposit, with maturities of not more than six (6) months from 
the date of acquisition by such Person, of any international commercial bank 
of recognized standing having capital and surplus in excess of $500,000,000 
and having a rating on its commercial paper of at least A-1 or the equivalent 
thereof by S&P or at least P-1 or the equivalent thereof by Moody's; (iii) 
commercial paper issued by any Person, which commercial paper is rated at 
least A-1 or the equivalent thereof by S&P or at least P-1 or the equivalent 
thereof by Moody's and matures not more than six (6) months after the date of 
acquisition by such Person; (iv) investments in money market funds 
substantially all the assets of which are comprised of securities of the 
types described in clauses (i) and (ii) above and (v) United States 
Securities and Exchange Commission registered money market mutual funds 
conforming to Rule 2a-7 of the Investment Company Act of 1940 in effect in 
the United States, that invest primarily in direct obligations issued by the 
United States Treasury and repurchase obligations backed by those 
obligations, and rated in the highest category by S&P and Moody's.

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

"Plan" means that certain Third Amended Joint Plan of Reorganization of the 
Account Party, dated December 28, 1989, as confirmed by order of the United 
States Bankruptcy Court for the District of New Hampshire on April 20, 1990.

"Pledge Agreement" means the Series D Pledge Agreement, dated as of May 1, 
1991, by the Account Party in favor of Citibank, as amended by a First 
Amendment thereto, dated as of October 1, 1992, and by a Second Amendment 
thereto, dated as of May 1, 1995 among the Account Party, Citibank and 
Barclays, as agent and issuing bank under the Existing Reimbursement 
Agreement, and as the same may from time to time be amended, modified or 
supplemented.

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

"Preferred Stock" means 5,000,000 shares of Series A Preferred Stock of the 
Account Party (par value $25).

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

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

"Rate Agreement" means the Agreement dated as of November 22, 1989, as 
amended by the First Amendment to Rate Agreement dated as of December 5, 
1989, the Second Amendment to Rate Agreement dated as of December 12, 1989, 
the Third Amendment to Rate Agreement dated as of December 28, 1993, the 
Fourth Amendment to Rate Agreement dated as of September 21, 1994 and the 
Fifth Amendment to Rate Agreement dated as of September 9, 1994, among NUSCO, 
the Governor and Attorney General of the State of New Hampshire and adopted 
by the Account Party as of July 10,1990 (excluding the Unit Contract appended 
as Exhibit A thereto subsequent to the effectiveness of such contract).

"Rate Proceeding" means all regulatory proceedings relating to the Account 
Party and resulting from the NHPUC's adoption of the Final Plan, together 
with the Federal litigation commenced by the Account Party and certain of its 
Affiliates in response thereto.

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

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

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

"Remarketing Agreement" means (i) the Remarketing Agreement, dated as of May 
1, 1991, between the Account Party and Goldman, Sachs Money Markets Inc. 
relating to the Taxable Bonds, (ii) the Remarketing Agreement, dated as of 
December 1, 1992, between the Account Party and Goldman, Sachs & Co. relating 
to the Existing Tax-Exempt Refunding Bonds,  (iii) any similar agreement 
subsequently entered into with respect to any other Tax-Exempt Refunding 
Bonds and (iv) any successor agreement to any of the foregoing or any similar 
agreement between the Account Party and a successor Remarketing Agent as 
shall be in effect from time to time in accordance with the terms of the 
Indenture.

"Restricted Payment" has the meaning assigned to that term in Section 7.02(e) 
hereof.

"Revolving Credit Agent" means The Chase Manhattan Bank and any successor as 
"Administrative Agent" under (and as defined in) the Revolving Credit 
Agreement.

"Revolving Credit Agreement" means the $75,000,000 (original principal 
amount) Revolving Credit Agreement, dated as of the date hereof, among the 
Account Party, the Banks and Co-Agents named therein, and The Chase Manhattan 
Bank, as Administrative Agent; in each case as amended, modified or 
supplemented to the date hereof and as the same may be further amended, 
modified or supplemented from and after the date hereof.

"Revolving Credit Lenders" means the Lenders from time to time under (and as 
defined in) the Revolving Credit Agreement.

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

"Seabrook" means the nuclear-fueled, steam-electric generating plant at a 
site located in Seabrook, New Hampshire, and the related real property 
interests and other fixed assets of such plant.

"Secured Party" has the meaning assigned to that term in the Intercreditor 
Agreement.

"Security Agreement" means the Assignment and Security Agreement, dated as of 
the date hereof, between the Account Party and the Collateral Agent, pursuant 
to which the Account Party has granted to the Collateral Agent a security 
interest in certain of the Account Party's accounts receivable, as the same 
may be amended, modified or supplemented from time to time in accordance with 
this Agreement and the Intercreditor Agreement.

"Security Documents" means the Pledge Agreement, the Security Agreement, the 
Intercreditor Agreement, the Indenture, the First Mortgage Indenture and the 
Series F First Mortgage Bonds.

"Series F First Mortgage Bonds" means the Account Party's Series F First 
Mortgage Bonds.

"Sharing Agreement" means the Sharing Agreement, dated as of June 1, 1992, 
among CL&P, Western Massachusetts Electric Company, Holyoke Water Power 
Company, Holyoke Power and Electric Company, the Account Party and NUSCO.

"Significant Contract" means the following contracts, in each case as the 
same may be amended, modified or supplemented from time to time in accordance 
with this Agreement:

(i)	the Agreement for Capacity Transfer;

(ii)	the Sharing Agreement;

(iii)	the Tax Allocation Agreement; and

(iv)	the Unit Contract.

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

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

"Tax Allocation Agreement" means the Amended and Restated Tax Allocation 
Agreement, dated as of January 1, 1990, among NU and the members of the 
consolidated group of which NU is the common parent, including, without 
limitation, the Account Party.

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

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

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

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

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

"Total Capitalization" means, as of any day, the aggregate of all amounts 
that would, in accordance with generally accepted accounting principles 
applied on a basis consistent with the standards referred to in Section 1.03 
hereof, appear on the balance sheet of the Account Party as at such day as 
the sum of (i) the principal amount of all long-term Debt of the Account 
Party on such day, (ii) the par value of, or stated capital represented by, 
the outstanding shares of all classes of common and preferred shares of the 
Account Party on such day, (iii) the surplus of the Account Party, paid-in, 
earned and other, if any, on such day and (iv) the unpaid principal amount of 
all short-term Debt of the Account Party on such day.

"Transaction Documents"  means the Amendment, this Agreement, the 
Intercreditor Agreement, the Security Agreement, the Revolving Credit 
Agreement, the Other Reimbursement Agreement Amendment and the other 
documents to be delivered by or on behalf of the Account Party on or in 
connection with the Amendment Closing Date.

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

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

"Unit Contract" means the Unit Contract, dated as of June 1, 1992, between 
the Account Party and NAEC.

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

SECTION I.2. Computation of Time Periods.  In the computation of periods of 
time under this Agreement any period of a specified number of days or months 
shall be computed by including the first day or month occurring during such 
period and excluding the last such day or month. In the case of a period of 
time "from" a specified date "to" or "until" a later specified date, the word 
"from" means "from and including" and the words "to" and "until" each means 
"to but excluding".

SECTION I.3. Accounting Terms.  All accounting terms not specifically defined 
herein shall be construed in accordance with generally accepted accounting 
principles applied on a basis consistent with the application employed in the 
preparation of the financial projections and pro formas referred to in 
Section 5.01 hereof.

SECTION I.4. Computations of Outstandings.  Whenever reference is made in 
this Agreement to the principal amount outstanding on any date under this 
Agreement, such reference shall refer to the sum of (i) the Available Amount 
on such date, (ii) the aggregate principal amount of all Advances outstanding 
on such date and (iii) the aggregate amount of all demand loans under Section 
3.01 hereunder on such date, in each case after giving effect to all 
transactions to be made on such date and the application of the proceeds 
thereof.

ARTICLE II
THE LETTER OF CREDIT

SECTION II.1. The Letter of Credit. The Issuing Bank issued the Existing 
Letter of Credit on the Original Closing Date.  The Issuing Bank agrees, on 
the terms and conditions hereinafter set forth (including, without 
limitation, the applicable conditions precedent  set forth in the Amendment), 
to issue the  Letter of Credit Amendment to the Paying Agent, upon not less 
than three Business Days prior notice from the Account Party, on the 
Amendment Closing Date.

SECTION II.2. Termination of the Commitments. The obligation of the Issuing 
Bank to issue the Letter of Credit Amendment shall automatically terminate if 
not delivered at or prior to 5:00 P.M. (New York City time) on May 1, 1998.

SECTION II.3.  Commissions and Fees. (a) The Account Party hereby agrees to 
pay to the Agent, for the account of the Participating Banks ratably in 
accordance with their respective Participation Percentages, a letter of 
credit commission on the Available Amount in effect from time to time from 
the date hereof until the Letter of Credit shall be surrendered for 
cancellation  (disregarding for such purpose any temporary diminution thereof 
arising from drawings under the Letter of Credit to pay interest (or purchase 
price corresponding to interest) on the Bonds, regardless of whether the 
amount so drawn shall be thereafter reinstated), at a rate per annum equal to 
the Applicable Commission, payable on the last business day of each month and 
upon such surrender ; provided that if an Event of Default shall have 
occurred and is continuing, the Applicable Commission in effect from time to 
time shall be increased by a further 2%.

(b)	The Account Party also agrees to pay to the Agent for the account of the 
Participating Banks ratably in accordance with their respective Participation 
Percentages, such participation fees as have been agreed among them, the 
Account Party and the Agent, such participation fee to be payable in full 
simultaneously with the issuance of the Letter of Credit Amendment.

(c)	The Account Party also agrees to pay to the Agent, for the account of 
the Issuing Bank, such other fees as have been agreed upon by the Account 
Party and the Issuing Bank in that certain Fee Letter, dated February 25, 
1998, between the Account Party and the Arrangers (the "Fee Agreement").

(d)	The Account Party also agrees to pay to the Agent, for its own account 
and/or the account of Barclays, such other fees as have been agreed upon by 
the Account Party and the Agent in the Fee Agreement.

SECTION II.4.  Reinstatement of the Letter of Credit. (a) The Interest 
Component and the Principal Component shall, from time to time, be reinstated 
by the Issuing Bank in accordance with, and only to the extent provided in, 
the Letter of Credit.  In no event shall reductions in the Premium Component 
be reinstated.

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

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

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

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

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

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

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

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

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

SECTION II.5.  Extension of the Stated Termination Date.  Unless the Letter 
of Credit shall have previously expired in accordance with its terms, at 
least 105 days but not more than 120 days before the Stated Termination Date, 
the Account Party may, by notice to the Agent (any such notice being 
irrevocable), request the Issuing Bank and the Participating Banks to extend 
the Stated Termination Date of the Letter of Credit for a period of one year.  
If the Account Party shall make such request, the Agent shall promptly inform 
the Issuing Bank and the Participating Banks and, no later than 60 days prior 
to the Stated Termination Date, the Agent shall notify the Account Party in 
writing (with a copy of such notice to the Trustee and the Paying Agent) if 
the Issuing Bank and the Participating Banks consent to such request and the 
conditions of such consent (including conditions relating to legal 
documentation).  The granting of any such consent shall be in the sole and 
absolute discretion of the Issuing Bank and the Participating Banks, and if 
the Agent shall not so notify the Account Party, such lack of notification 
shall be deemed to be a determination not to consent to such request.  No 
such extension shall occur unless the Issuing Bank and all of the 
Participating Banks consent thereto (or if less than all the Participating 
Banks consent thereto, unless one or more other Participating Banks agree to 
assume all of the Commitments of the non-consenting Participating Banks).

SECTION II.6.  Modification of the Letter of Credit.  In the event that the 
Account Party elects to cause the issuance of any additional series of Tax-
Exempt Refunding Bonds (as defined in the Indenture) pursuant to Article IV 
of the Indenture, the Account Party may, but shall not be obligated to, 
propose amendments to the Letter of Credit to change the method of computing 
the Interest Component or such other terms thereof as may be necessary or 
appropriate in connection with such issuance.  Any such proposal shall be 
furnished to the Issuing Bank in writing not later than 60 days prior to the 
date proposed for such issuance.  If the Issuing Bank shall consent to such 
amendments (which consent, subject to the provisions of the next succeeding 
sentence, shall not be unreasonably withheld) the Issuing Bank shall, upon 
surrender of the Letter of Credit by the beneficiary thereof for amendment 
(or replacement, as the Issuing Bank may elect), amend the Letter of Credit 
accordingly (or issue a replacement Letter of Credit therefor reflecting such 
amendments but otherwise identical to the Letter of Credit so surrendered).  
Notwithstanding the foregoing, without the consent of the requisite 
Participating Banks as determined in accordance with Section 10.01, the 
Issuing Bank shall not consent to any amendment or amendments that (i) 
increase the Stated Amount or the then-existing Available Amount, (ii) change 
or modify in any respect the Credit Termination Date or any provision for 
determining the expiry or other termination of the Letter of Credit, (iii) 
change or modify in any respect the times, places or manner at or in which 
drawings under the Letter of Credit are to be presented or paid, (iv) change 
or modify in any respect the forms of drawing certificates and other annexes 
to the Letter of Credit, (v) change the beneficiary of the Letter of Credit 
or the method prescribed therein for the transfer of the Letter of Credit or 
(vi) as determined in the good faith discretion of the Issuing Bank and its 
counsel, increase or enlarge the scope, or modify the nature, of the Issuing 
Bank's and the Participating Banks' credit exposure to the Account Party or 
any legal risks related thereto or expose the Issuing Bank to any additional 
liability.  In furtherance of the foregoing, the Issuing Bank may condition 
the granting of such consent on the receipt by the Issuing Bank of such 
certificates, opinions of counsel and other assurances of the Account Party 
and its counsel, or bond counsel or the Trustee or Paying Agent, as the 
Issuing Bank may reasonably require.  Each Participating Bank, by its 
execution of this Agreement, or of the Participation Assignment pursuant to 
which it became a Participating Bank, consents to, ratifies and affirms all 
actions taken and to be taken by the Issuing Bank pursuant to this Section 
2.06.

ARTICLE III
REIMBURSEMENT AND ADVANCES

SECTION III.1.  Reimbursement on Demand.  Subject to the provisions of 
Section 3.02 hereof, the Account Party hereby agrees to pay (whether with the 
proceeds of Initial Advances made pursuant to this Agreement or otherwise) to 
the Issuing Bank on demand (a) on and after each date on which the Issuing 
Bank shall pay any amount under the Letter of Credit pursuant to any draft, 
but only after so paid by the Issuing Bank, a sum equal to such amount so 
paid (which sum shall constitute a demand loan from the Issuing Bank to the 
Account Party from the date of such payment by the Issuing Bank until so paid 
by the Account Party), plus (b) interest on any amount remaining unpaid by 
the Account Party to the Issuing Bank under clause (a), above, from the date 
such amount becomes payable on demand until payment in full, at the Default 
Rate in effect from time to time.  No reinstatement of the Interest Component 
or the Principal Component despite the failure by the Account Party to 
reimburse the Issuing Bank for any previous drawing to pay interest on the 
Bonds shall limit or impair the Account Party's obligations under this 
Section 3.01.

SECTION III.2.  Advances.  Each Participating Bank agrees to make Initial 
Advances and Term Advances for the account of the Account Party from time to 
time upon the terms and subject to the conditions set forth in this 
Agreement; provided, that no Initial Advance or Term Advance  shall be made 
in respect of the Fixed-Rate Conversion Drawing without the consent of the 
Issuing Bank and all of the Participating Banks. 

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

(b)	Term Advances; Repayment.  Subject to the satisfaction of the conditions 
precedent set forth in Section 5.04 hereof and the other conditions of this 
subsection (b), each Participating Bank agrees to make one or more advances 
for the account of the Account Party ("Term Advances") on each Initial 
Repayment Date in an aggregate principal amount equal to the amount of such 
Participating Bank's Initial Advances maturing on such Initial Repayment 
Date.  All Term Advances comprising a single Term Borrowing shall be made 
upon written notice given by the Account Party to the Agent not later than 
11:00 A.M. (New York City time) (A) in the case of a Term Borrowing comprised 
of Base Rate Advances, on the Business Day of such proposed Term Borrowing or 
(B) in the case of a Term Borrowing comprised of Eurodollar Rate Advances, 
three Business Days prior to the date of such proposed Term Borrowing.  The 
Agent shall notify each Participating Bank of the contents of such notice 
promptly after receipt thereof.  Each such notice shall specify therein the 
following information:  (W) the date on which such Term Borrowing is to be 
made, (X) the principal amount of Term Advances comprising such Term 
Borrowing, (Y) the Type of Term Borrowing and (Z) subject to Section 3.05(c), 
the duration of the initial Interest Period, if applicable, proposed to apply 
to the Term Advances comprising such Term Borrowing.  The proceeds of each 
Participating Bank's Term Advances shall be applied solely to the repayment 
of the Initial Advances made by such Participating Bank and shall in no event 
be made available to the Account Party. The principal amount of each Term 
Advance, together with all accrued and unpaid interest thereon, shall be due 
and payable on the earlier to occur of (x) the same calendar date occurring 
12 months following the date upon which such Term Advance is made (or, if 
such month does not have a corresponding date, on the last day of such month) 
and (y) the Termination Date.

SECTION III.3.  Interest on Advances.  The Account Party shall pay interest 
on the unpaid principal amount of each Advance from the date of such Advance 
until such principal amount is paid in full at the applicable rate set forth 
below:

(a)	Alternate Base Rate.  Except to the extent that the Account Party shall 
elect to pay interest on any Advance for any Interest Period pursuant to 
paragraph (c) of this Section 3.03, the Account Party shall pay interest on 
each Advance (including all Initial Advances) from the date thereof until the 
date such Advance is due, at a fluctuating interest rate per annum in effect 
from time to time equal to the Alternate Base Rate in effect from time to 
time.  The Account Party shall pay interest on each Advance bearing interest 
in accordance with this subsection monthly in arrears on the last business 
day of each month and on the Termination Date or the earlier date for 
repayment of such Advance (including the Initial Repayment Date therefor, in 
the case of an Initial Advance); provided that if an Event of Default shall 
have occurred and is continuing, any principal amounts outstanding shall bear 
interest during such period, payable on demand, at a rate per annum equal at 
all times to 2% per annum above the Alternate Base Rate in effect from time 
to time.

(b)	Interest Periods.  Subject to the other requirements of this Section 
3.03 and to Section 3.05(c), the Account Party may from time to time elect to 
have the interest on all Term Advances comprising part of the same Term 
Borrowing determined and payable for a specified period (an "Interest Period" 
for such Term Advances) in accordance with paragraph (c) of this Section 
3.03.  The first day of an Interest Period for such Term Advances shall be 
the date such Advance is made or most recently Converted, which shall be a 
Business Day.  All Interest Periods shall end on or prior to the Stated 
Termination Date.  Any Interest Period for a Term Advance that would 
otherwise end after the Termination Date or earlier date for the repayment of 
such Advance shall be deemed to end on the Termination Date or such earlier 
repayment date, as the case may be.

(c)	Eurodollar Rate.  Subject to the requirements of this Section 3.03 and 
Article V hereof, the Account Party may from time to time elect to have any 
Term Advances comprising part of the same Term Borrowing made as, or 
Converted to, Eurodollar Rate Advances.  Subject to Section 3.05(c), the 
Interest Period applicable to such Eurodollar Rate Advances shall be of one, 
two, three or six whole months' duration, as the Account Party shall select 
in its notice delivered to the Agent pursuant to Section 3.02(b) or 3.04 
hereof, as applicable.  If the Account Party shall have made such election, 
the Account Party shall pay interest on such Eurodollar Rate Advances at the 
Eurodollar Rate for the applicable Interest Period for such Eurodollar Rate 
Advances, which interest shall be payable on the last day of such Interest 
Period, on the date for repayment for such Eurodollar Rate Advances and also, 
in the case of any Interest Period of six months' duration, on that day of 
the third month of such Interest Period which corresponds with the first day 
of such Interest Period (or, if any such month does not have a corresponding 
day, then on the last day of such month); provided that if an Event of 
Default shall have occurred and is continuing, any principal amounts 
outstanding shall bear interest during such period, payable on demand, at a 
rate per annum equal at all times to (A) for the remaining term, if any, of 
the Interest Period for such Advance, 2% per annum above the Eurodollar Rate 
for such Interest Period, and (B) thereafter, 2% per annum above the 
Alternate Base Rate in effect from time to time.  Any Interest Period 
pertaining to Eurodollar Rate Advances that begins on the last Business Day 
of a calendar month (or on a day for which there is no numerically 
corresponding day in the calendar month at the end of such Interest Period) 
shall end on the last Business Day of a calendar month.

(d)	Interest Rate Determinations.  The Agent shall give prompt notice to the 
Account Party and the Participating Banks of the Eurodollar Rate determined 
from time to time by the Agent to be applicable to each Eurodollar Rate 
Advance.

SECTION III.4.  Conversion of Term Advances.  Subject to the satisfaction of 
the conditions precedent set forth in Section 5.03 hereof, the Account Party 
may elect to Convert one or more Term Advances of any Type to one or more 
Term Advances of the same or any other Type on the following terms and 
subject to the following conditions:

(a)	Each Conversion shall be made as to all Term Advances comprising a 
single Term Borrowing upon written notice given by the Account Party to the 
Agent not later than 11:00 A.M. (New York City time) on the third Business 
Day prior to the date of the proposed Conversion.  The Agent shall notify 
each Participating Bank of the contents of such notice promptly after receipt 
thereof.  Each such notice shall specify therein the following information: 
(A) the date of such proposed Conversion (which in the case of Eurodollar 
Rate Advances shall be last day of the Interest Period then applicable to 
such Term Advances to be Converted), (B) Type of, and Interest Period, if 
any, applicable to the Term Advances proposed to be Converted, (C) the 
aggregate principal amount of Term Advances proposed to be Converted, and (D) 
the Type of Term Advances to which such Term Advances are proposed to be 
Converted and, subject to Section 3.05(c), the Interest Period, if any, to be 
applicable thereto.

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

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

SECTION III.5.  Other Terms Relating to the Making and Conversion of 
Advances.  (a) Notwithstanding anything in Section 3.02, 3.03 or 3.04, above, 
to the contrary:

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

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

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

(c) 	Until such time, if any, as the Majority Lenders shall otherwise agree, 
the Interest  Period for all Eurodollar Rate Advances shall be one month.

SECTION III.6.  Prepayment of Advances.  (a) The Account Party shall have no 
right to prepay any principal amount of any Advances except in accordance 
with subsections (b) and (c) below.

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

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

SECTION III.7.  Participation; Reimbursement of Issuing Bank.  (a) The 
Issuing Bank hereby sells and transfers to each Participating Bank, and each 
Participating Bank hereby acquires from the Issuing Bank, an undivided 
interest and participation to the extent of such Participating Bank's 
Participation Percentage in and to (i) the Letter of Credit, including the 
obligations of the Issuing Bank under and in respect thereof and the Account 
Party's reimbursement and other obligations in respect thereof and (ii) each 
demand loan or deemed demand loan made by the Issuing Bank, whether now 
existing or hereafter arising.

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

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

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

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

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

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

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

ARTICLE IV
PAYMENTS

SECTION IV.1.  Payments and Computations.  (a) The Account Party shall make 
each payment hereunder (i) in the case of reimbursement obligations pursuant 
to Section 3.01 hereof (excluding any portion thereof in respect of which an 
Initial Advance is to be made), not later than 2:30 P.M. (New York City time) 
on the day the related drawing under the Letter of Credit is paid by the 
Issuing Bank, and (ii) in all other cases, not later than 12:30 P.M. (New 
York City time) on the day when due, in each case in lawful money of the 
United States of America to the Agent at its address referred to in Section 
10.02 hereof in same day funds. The Agent will promptly thereafter cause to 
be distributed like funds relating to the payment of reimbursements, 
principal, interest, fees or other amounts payable to the Issuing Bank and 
the Participating Banks to whom the same are payable, ratably, at its address 
set forth in Section 10.02 hereof (in the case of the Issuing Bank) or for 
the account of their respective Applicable Lending Offices (in the case of 
the Participating Banks), in each case to be applied in accordance with the 
terms of this Agreement.

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

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

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

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

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

SECTION IV.2.  Default Interest.  Any amounts payable hereunder that are not 
paid when due shall (to the fullest extent permitted by law) bear interest, 
from the date when due until paid in full, at the Default Rate, payable on 
demand.

SECTION IV.3.  Yield Protection.  (a) Change in Circumstances.  
Notwithstanding any other provision herein, if after the date hereof; the 
adoption of or any change in applicable law or regulation or in the 
interpretation or administration thereof by any governmental authority 
charged with the interpretation or administration thereof (whether or not 
having the force of law) shall (i) change the basis of taxation of payments 
to the Issuing Bank or any Participating Bank of the principal of or interest 
on any Eurodollar Rate Advance made by such Participating Bank or any fees or 
other amounts payable hereunder (other than changes in respect of taxes 
imposed on the overall net income of the Issuing Bank or such Participating 
Bank, or its Applicable Lending Office, by the jurisdiction in which the 
Issuing Bank or such Participating Bank has its principal office or in which 
such Applicable Lending Office is located or by any political subdivision or 
taxing authority therein), or (ii) shall impose, modify or deem applicable 
any reserve, special deposit or similar requirement against letters of credit 
(or participatory interests therein) issued by, commitments or assets of, 
deposits with or for the account of, or credit extended by, the Issuing Bank 
or such Participating Bank, or (iii) shall impose on the Issuing Bank or such 
Participating Bank any other condition affecting this Agreement, the Letter 
of Credit or participatory interests therein or Eurodollar Rate Advances, and 
the result of any of the foregoing shall be (A) to increase the cost to the 
Issuing Bank or such Participating Bank of issuing, maintaining or 
participating in this Agreement or the Letter of Credit or of agreeing to 
make, making or maintaining any Advance or (B) to reduce the amount of any 
sum received or receivable by the Issuing Bank or such Participating Bank 
hereunder (whether of principal, interest or otherwise), then the Account 
Party will pay to the Issuing Bank or such Participating Bank, upon demand, 
such additional amount or amounts as will compensate the Issuing Bank or such 
Participating Bank for such additional costs incurred or reduction suffered.

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

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

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

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

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

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

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

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

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

SECTION IV.4.  Sharing of Payments, Etc.  If any Participating Bank shall 
obtain any payment (whether voluntary, involuntary, through the exercise of 
any right of set-off, or otherwise, but excluding any proceeds received by 
assignments or sales of participations in accordance with Section 10.06 
hereof to a Person that is not an Affiliate of the Account Party) on account 
of the Advances owing to it (other than pursuant to Section 4.03 hereof) in 
excess of its ratable share of payments on account of the Advances obtained 
by all the Participating Banks, such Participating Batik shall forthwith 
purchase from the other Participating Banks such participation in the 
portions of the Advances owing to them as shall be necessary to cause such 
purchasing Participating Bank to share the excess payment ratably with each 
of them; provided, however, that if all or any portion of such excess payment 
is thereafter recovered from such purchasing Participating Bank, such 
purchase from each Participating Bank shall be rescinded and such 
Participating Bank shall repay to the purchasing Participating Bank the 
purchase price to the extent of such recovery together with an amount equal 
to such Participating Bank's ratable share (according to the proportion of 
(i) the amount of such Participating Bank's required repayment to (ii) the 
total amount so recovered from the purchasing Participating Bank) of any 
interest or other amount paid or payable by the purchasing Participating Bank 
in respect of the total amount so recovered.  The Account Party agrees that 
any Participating Bank so purchasing a participation from another 
Participating Bank pursuant to this Section 4.04 may, to the fullest extent 
permitted by law, exercise all its rights of payment (including the right of 
set-off) with respect to such participation as fully as if such Participating 
Bank were the direct creditor of the Account Party in the amount of such 
participation.  Notwithstanding the foregoing, if any Participating Bank 
shall obtain any such excess payment involuntarily, such Participating Bank 
may, in lieu of purchasing participation from the other Participating Banks 
in accordance with this Section 4.04, on the date of receipt of such excess 
payment, return such excess payment to the Agent for distribution in 
accordance with Section 4.01(a) hereof.

SECTION IV.5.  Taxes.  (a) All payments by the Account Party hereunder shall 
be made in accordance with Section 4.01, free and clear of and without 
deduction for all present or future taxes, levies, imposts, deductions, 
charges or withholdings, and all liabilities with respect thereto, excluding, 
in the case of each Participating Bank and the Issuing Bank, taxes imposed on 
its overall net income, and franchise taxes imposed on it, by the 
jurisdiction under the laws of which such Participating Bank or the Issuing 
Bank (as the case may be) is organized or any political subdivision thereof 
and, in the case of each Participating Bank, taxes imposed on its overall net 
income, and franchise taxes imposed on it, by the jurisdiction of such 
Participating Bank's Applicable Lending Office or any political subdivision 
thereof (all such non-excluded taxes, levies, imposts, deductions, charges, 
withholdings and liabilities being hereinafter referred to as "Taxes").  If 
the Account Party shall be required by law to deduct any Taxes from or in 
respect of any sum payable hereunder to any Participating Bank or the Issuing 
Bank, (i)  the sum payable shall be increased as may be necessary so that 
after making all required deductions (including deductions applicable to 
additional sums payable under this Section 4.05) such Participating Bank or 
the Issuing Bank (as the case may be) receives an amount equal to the sum it 
would have received had no such deductions been made, (ii) the Account Party 
shall make such deductions and (iii) the Account Party shall pay the full 
amount deducted to the relevant taxation authority or other authority in 
accordance with applicable law.

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

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

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

(e)	Each Participating Bank not incorporated in the United States or a 
jurisdiction within the United States shall, on or prior to the date it 
becomes a Participating Bank hereunder, deliver to the Account Party and the 
Issuing Bank such certificates, documents or other evidence, as required by 
the Internal Revenue Code of 1986, as amended from time to time (the "Code"), 
or treasury regulations issued pursuant thereto, including Internal Revenue 
Service Form 4224 and any other certificate or statement of exemption 
required by Treasury Regulation Section l.1441-1(a) or Section 1.1441-6(c) or 
any subsequent version thereof, properly completed and duly executed by such 
Participating Bank establishing that it is (i) not subject to withholding 
under the Code or (ii) totally exempt from United States of America tax under 
a provision of an applicable tax treaty.  Each Participating Bank shall 
promptly notify the Account Party and the Issuing Bank of any change in its 
Applicable Lending Office and shall deliver to the Account Party and the 
Issuing Bank together with such notice such certificates, documents or other 
evidence referred to in the immediately preceding sentence.  Unless the 
Account Party and the Issuing Bank have received forms or other documents 
satisfactory to them indicating that payments hereunder are not subject to 
United States of America withholding tax or are subject to such tax at a rate 
reduced by an applicable tax treaty, the Account Party or the Issuing Bank 
shall withhold taxes from such payments at the applicable statutory rate in 
the case of payments to or for any Participating Bank organized under the 
laws of a jurisdiction outside the United States of America.  Each 
Participating Bank represents and warrants that each such form supplied by it 
to the Issuing Bank and the Account Party pursuant to this Section 4.05, and 
not superseded by another form supplied by it is or will be, as the case may 
be, complete and accurate.

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

(g)	Notwithstanding anything to the contrary set forth in this Section 4.05, 
the failure of any Participating Bank to provide any of the forms referred to 
therein shall not relieve the Account Party from its obligations under 
Sections 4.05(a), 4.05(b) and 4.05(c).

SECTION IV.6.  Obligations Absolute.  The obligations of the Account Party 
under this Agreement shall be unconditional and irrevocable, and shall be 
paid strictly in accordance with the terms of this Agreement (as the same may 
be amended from time to time) under all circumstances, including, without 
limitation, the following circumstances:

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

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

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

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

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

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

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

SECTION IV.7.  Evidence of Indebtedness.  The Issuing Bank and each 
Participating Bank shall maintain, in accordance with their usual practice, 
an account or accounts evidencing the indebtedness of the Account Party 
resulting from each drawing under the Letter of Credit (in the case of the 
Issuing Bank) and from each Advance (in the case of each Participating Bank) 
made from time to time hereunder and the amounts of principal and interest 
payable and paid from time to time hereunder.  In any legal action or 
proceeding in respect of this Agreement, the entries made in such account or 
accounts shall, in the absence of manifest error, be conclusive evidence of 
the existence and amounts of the obligations of the Account Party therein 
recorded.

ARTICLE V
CONDITIONS PRECEDENT

SECTION V.1.  Conditions Precedent to the Issuance of the Letter of Credit. 
The obligation of the Issuing Bank to issue the Letter of Credit and of each 
Participating Bank to make the Advances to be made by it is subject to the 
fulfillment of the conditions precedent that the Agent shall have received on 
or before the day of such issuance the following, each dated such day (except 
where specified otherwise below), in form and substance satisfactory to each 
Participating Bank (except where specified otherwise below) and in sufficient 
copies for each Participating Bank:

(a)	Agreements:

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

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

(iii)	For each Participating Bank who shall so request, executed copies 
(or duplicate copies thereof certified as of the Closing Date by the Account 
Party in a manner satisfactory to the Agent to be a true copy) of each other 
Security Document, duly executed by the parties thereto.

(iv)	For each Participating Bank who shall so request, executed copies (or 
duplicate copies thereof certified as of the Closing Date by the Account 
Party in a manner satisfactory to the Agent to be a true copy) of the Rate 
Agreement and each Significant Contract and all amendments, modifications and 
supplements thereto, in each such case duly executed by the respective 
parties thereto.

(b)	Corporate Matters: 

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

(ii)	A certificate of the Secretary or an Assistant Secretary of the Account 
Party certifying the names and true signatures of the officers of the Account 
Party authorized to sign this Agreement, the other Loan Documents and the 
other documents to be delivered hereunder and thereunder.

(c)	Governmental Approvals, Litigation and the Merger:

(i)	A certificate of a duly authorized officer of the Account Party 
certifying that attached thereto are true and correct copies of all 
Governmental Approvals referred to in clause (i) of the definition of 
"Governmental Approval" required to be obtained or made by the Account Party 
in connection with the execution and delivery of this Agreement and the 
issuance of the Letter of Credit.

(ii)	A certificate signed by the Assistant General Counsel of NUSCO 
certifying that no court has granted a motion for stay or any request for 
similar relief in connection with the Plan, the Merger, the Loan Documents, 
the Related Documents or the transactions contemplated thereunder.

(iii)	A certificate of a duly authorized officer of the Account Party to 
the effect that there is no pending or known threatened action or proceeding 
(including, without limitation, any action or proceeding relating to any 
environmental protection laws or regulations) affecting the Account Party or 
its properties before any court, governmental agency or arbitrator (A) which 
affects or purports to affect the legality, validity or enforceability of the 
Loan Documents or the Related Documents or any of them or (B) as to which 
there is a reasonable possibility of an adverse determination and which, if 
adversely determined, would materially adversely affect the financial 
condition, properties, prospects or operations of the Account Party; except, 
for purposes of clause (B) only, such as is described in the Account Party's 
Annual Report on Form 10-K for the fiscal year ended December 31, 1994 or in 
Schedule II hereto.

(iv)	Certificates signed by duly authorized officers of the Account Party and 
NU to the effect that all conditions to the occurrence of the Merger were 
satisfied or waived and the Merger was consummated on June 5, 1992.

(d)	Financial Accounting and Compliance Matters:

(i)	An audited balance sheet of the Account Party as at December 31, 1994 
and the related statements of the Account Party's results of operations, 
retained earnings and cash flows for and as of the year then ended, together 
with copies of all Current Reports, if any, filed by the Account Party with 
the Securities and Exchange Commission on or after December 31, 1994.

(ii)	A certificate signed by the Treasurer or Assistant Treasurer of the 
Account Party, certifying as to the absence of any material adverse change in 
the financial condition, operations, properties or prospects of the Account 
Party since December 31, 1994.

(iii)	Financial projections, on assumptions acceptable to the 
Participating Banks, demonstrating projected compliance with Section 7.01(i) 
of the Existing Agreement and the terms of this Agreement and the Financing 
Agreements.

(iv)	A certificate signed by the Chief Financial Officer, Treasurer or 
Assistant Treasurer of NU, certifying as to the absence of any material 
adverse change in the financial condition, operations, properties or 
prospects of NU since December 31, 1994.

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

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

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

(C)	the Financing Agreements are in full force and effect and no "Event of 
Default" or "Unmatured Default" (as defined therein) has occurred and is 
continuing; and

(D)	the Series F First Mortgage Bonds were duly issued to the Trustee in 
accordance with the Indenture, are presently outstanding, and no "Event of 
Default" (as defined in the First Mortgage Indenture) has occurred and is 
continuing.

(e)	Relating to the Issuance of the Bonds:

(i)	A letter from Palmer & Dodge, Bond Counsel, addressed to the Agent, the 
Issuing Bank and the Participating Banks and stating therein that the Agent, 
the Issuing Bank and the Participating Banks may rely on the opinions of such 
firm rendered in connection with the respective issuances of the Taxable 
Bonds and the Existing Tax-Exempt Refunding Bonds, together with copies of 
all such opinions.

(ii)	A letter from Palmer & Dodge, counsel to the Issuer, addressed to the 
Agent, the Issuing Bank and the Participating Banks and stating therein that 
the Agent, the Issuing Bank and the Participating Banks may rely on the 
opinions of such firm rendered in connection with the respective issuances of 
the Taxable Bonds and the Existing Tax-Exempt Refunding Bonds, together with 
copies of all such opinions.

(iii)	A letter from Sulloway & Hollis, New Hampshire counsel to the 
Account Party, addressed to the Agent, the Issuing Bank and the Participating 
Banks and stating therein that the Agent, the Issuing Bank and the 
Participating Banks may rely on the opinion of such firm rendered in 
connection with the issuance of the Taxable Bonds, together with a copy of 
such opinion.

(iv)	A letter from Day, Berry & Howard, counsel to the Account Party, 
addressed to the Agent, the Issuing Bank and the Participating Banks and 
stating therein that the Agent, the Issuing Bank and the Participating Banks 
may rely on the opinions of such firm rendered in connection with the 
respective issuances of the Taxable Bonds and the Existing Tax-Exempt 
Refunding Bonds, together with copies of all such opinions.

(v)	Copies of the opinions of Drummond Woodsum & MacMahon, special Maine 
counsel to the Account Party, rendered in connection with the respective 
issuances of the Taxable Bonds and the Existing Tax-Exempt Refunding Bonds, 
authorizing reliance thereon by (A) Day, Berry & Howard in connection with 
the corresponding opinions of that firm referred to in clause (iv), above, 
and (B) by any party authorized to rely on such opinions of Day, Berry & 
Howard.

(vi)	Copies of the opinions of Zuccaro, Willis & Bent special Vermont counsel 
to the Account Party, rendered in connection with the respective issuances of 
the Taxable Bonds and the Existing Tax-Exempt Refunding Bonds, authorizing 
reliance thereon by (A) Day, Berry & Howard in connection with the 
corresponding opinions of that firm referred to in clause (iv), above, and 
(B) by any party authorized to rely on such opinions of Day, Berry & Howard.

(vii)	Copies of all such other agreements, documents and materials 
(including opinions of counsel or reliance letters in respect thereof) as the 
Agent, the Issuing Bank or any Participating Bank may reasonably request 
relating to the issuance, offering and sale of the Taxable Bonds, the 
Existing Tax-Exempt Refunding Bonds and the Series F First Mortgage Bonds.

(f)	Opinions of Counsel:

Favorable opinions of:

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

(ii)	Rath, Young and Pignatelli, P.A., special New Hampshire counsel to the 
Account Party, in substantially the form of Exhibit 5.01B and as to such 
other matters as the Majority Lenders, through the Agent, may reasonably 
request;

(iii)	Jeffrey C. Miller, Assistant General Counsel of NUSCO, in 
substantially the form of Exhibit 5.01C and as to such other matters as the 
Majority Lenders, through the Agent, may reasonably request;

(iv)	Drummond Woodsum & MacMahon, special Maine counsel to the Account Party, 
in substantially the form of Exhibit 5.01D and as to such other matters as 
the Majority Lenders, through the Agent, may reasonably request;

(v)	Zuccaro Willis & Bent, special Vermont counsel to the Account Party, in 
substantially the form of Exhibit 5.01E and as to such other matters as the 
Majority Lenders, through the Agent, may reasonably request; and

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

(g)	Miscellaneous:

(i)	A certificate of Barclays, as agent thereunder, to the effect that (A) 
all amounts payable in connection with the Existing Reimbursement Agreement 
and the letter of credit issued thereunder have been paid to it and (B) it 
thereby surrenders any and all rights it may have under the Related Documents 
arising in connection with the Existing Reimbursement Agreement and the 
letter of credit issued thereunder, except for any such rights it may have as 
an indemnified party thereunder.

(ii)	Letters from S&P and Moody's to the effect that the Taxable Bonds have 
been rated A-1+ and P-1, respectively, and the Tax-Exempt Refunding Bonds 
have been rated A-1+ and VMIG-1, respectively, and that the issuance of the 
Letter of Credit in substitution for the Existing Letter of Credit will not, 
by itself, result in a lowering of such ratings, such letters to be in form 
and substance satisfactory to the Issuing Bank.

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

SECTION V.2.  Additional Conditions Precedent to the Issuance of the Letter 
of Credit.  The obligation of the Issuing Bank to issue the Letter of Credit 
and of each Participating Bank to make the Advances to be made by it shall be 
subject to the further conditions precedent that, on the date of the issuance 
of the Letter of Credit:

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

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

(c)	no "Event of Default" (as defined in the First Mortgage Indenture) shall 
have occurred and be continuing;

(d)	the Series F First Mortgage Bonds shall have been duly issued to the 
Trustee in accordance with the Indenture, and be outstanding, and no "Event 
of Default" (as defined in the First Mortgage Indenture) shall have occurred 
and be continuing; and

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

SECTION V.3.  Conditions Precedent to Initial Advances and Conversions of 
Advances. The obligation of each Participating Bank to make any Initial 
Advance or to Convert any Term Advance shall be subject to the conditions 
precedent that, on the date of such Initial Advance or Conversion, the 
following statements shall be true:

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

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

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

SECTION V.4.  Conditions Precedent to Term Advances.  The obligation of each 
Participating Bank to make any Term Advance shall be subject to the 
conditions precedent that, on the date of such Term Advance the following 
statements shall be true:

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

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

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

SECTION V.5.  Reliance on Certificates.  The Agent, the Issuing Bank and the 
Participating Banks shall be entitled to rely conclusively upon the 
certificates delivered from time to time by officers of the Account Party, 
NU, NUSCO and the other parties to the Loan Documents, Related Documents and 
the Significant Contracts as to the names, incumbency, authority and 
signatures of the respective persons named therein until such time as the 
Agent may receive a replacement certificate, in form acceptable to the Agent, 
from an officer of such Person identified to the Agent as having authority to 
deliver such certificate, setting forth the names and true signatures of the 
officers and other representatives of such Person thereafter authorized to 
act on behalf of such Person.

ARTICLE VI
REPRESENTATIONS AND WARRANTIES

SECTION VI.1.  Representations and Warranties of the Account Party.  The 
Account Party represents and warrants as follows:

(a)	The Account Party is a corporation duly organized and validly existing 
under the laws of the State of New Hampshire.  The Account Party is duly 
qualified to do business in, and is in good standing in, all other 
jurisdictions where the nature of its business or the nature of property 
owned or used by it makes such qualifications necessary.

(b)	The execution, delivery and performance by the Account Party of the Rate 
Agreement and of each Transaction Document, Loan Document, Related Document 
and Significant Contract to which it is a party, are within the Account 
Party's corporate powers, have been duly authorized by all necessary 
corporate action, and do not and will not contravene (i) the Account Party's 
charter or bylaws or (ii) any law or legal or contractual restriction binding 
on or affecting the Account Party; and such execution, delivery and 
performance do not or will not result in or require the creation of any Lien 
(other than pursuant hereto or pursuant to the Security Documents) upon or 
with respect to any of its properties.

(c)	All Governmental Approvals referred to in clauses (i) and (ii) of the 
definition of "Governmental Approvals" have been duly obtained or made, and 
all applicable periods of time for review, rehearing or appeal with respect 
thereto have expired, except as described in the several opinions of counsel 
delivered pursuant to Article III of the Amendment.  The Account Party has 
obtained or made all Governmental Approvals referred to in clause (iii) of 
the definition of "Governmental Approvals", except those which are not yet 
required but which are obtainable in the ordinary course of business as and 
when required and those the absence of which would not materially adversely 
affect the financial condition, properties, prospects or operations of the 
Account Party as a whole.

(d)	This Agreement, the Rate Agreement, each other Transaction Document, 
Loan Document, Related Document and each Significant Contract to which the 
Account Party is a party have been duly executed and delivered by or on 
behalf of the Account Party and are legal, valid and binding obligations of 
the Account Party enforceable against the Account Party in accordance with 
their respective terms; subject to the qualifications, however, that the 
enforcement of the rights and remedies herein and therein is subject to 
bankruptcy and other similar laws of general application affecting rights and 
remedies of creditors and the application of general principles of equity 
(regardless of whether considered in a proceeding in equity or law), that the 
remedy of specific performance or of injunctive relief is subject to the 
discretion of the court before which any proceedings therefor may be brought 
and that indemnification against violations of securities and similar laws 
may be subject to matters of public policy.

(e)	The audited balance sheet of the Account Party as at December 31, 1997 
and the related statements of the Account Party setting forth the results of 
operations, retained earnings and cash flows of the Account Party for the 
fiscal year then ended, copies of which have been furnished to each 
Participating Bank, fairly present in all material respects the financial 
condition, results of operations, retained earnings and cash flows of the 
Account Party at and for the year ended on such date, and have been prepared 
in accordance with generally accepted accounting principles consistently 
applied.  Except as reflected in such financial statements, the Account Party 
has no material non-contingent liabilities, and all contingent liabilities 
have been appropriately reserved.  The financial projections referred to in 
Section 3.02(d)(ii) of the Amendment have been prepared in good faith and on 
reasonable assumptions.  Since December 31, 1997, there has been no material 
adverse change in the financial condition, operations, properties or 
prospects of the Account Party, other than as disclosed in the Disclosure 
Documents; provided, however, that the existence of the Rate Proceeding shall 
not be deemed in and of itself to be a material adverse change; provided, 
further, however, that notwithstanding the foregoing, a material adverse 
change shall be deemed to have occurred and be continuing upon the occurrence 
of a material adverse change or development in the Rate Proceeding.

(f)	Except as set forth in the Disclosure Documents, there is no pending or 
known threatened action or proceeding (including, without limitation, any 
action or proceeding relating to any environmental protection laws or 
regulations) affecting the Account Party or its properties before any court, 
governmental agency or arbitrator (i) which affects or purports to affect the 
legality, validity or enforceability of the Transaction Documents, the Loan 
Documents or the Related Documents, the Rate Agreement, or any Significant 
Contract, or any of them or (ii) which, if adversely determined, would 
materially adversely affect the financial condition, operations, properties 
or prospects of the Account Party as a whole.  Notwithstanding the foregoing, 
any material adverse development in respect of the Rate Proceeding, the Rate 
Agreement or the Final Plan that results, or would reasonably be expected to 
result, in a material adverse effect on the financial condition, operations, 
properties or prospects of the Account Party as a whole, shall be deemed to 
be an event within clause (ii) of the preceding sentence.  

(g)	All insurance required by Section 7.01(c) hereof is in full force and 
effect.

(h)	No ERISA Plan Termination Event has occurred nor is reasonably expected 
to occur with respect to any ERISA Plan which would materially adversely 
affect the financial condition, properties, prospects or operations of the 
Account Party, except as disclosed to and consented by the Majority Lenders 
in writing. Since the date of the most recent Schedule B (Actuarial 
Information) to the annual report of the Account Party (Form 5500 Series), if 
any, there has been no material adverse change in the funding status of the 
ERISA Plans referred to therein and no "prohibited transaction" has occurred 
with respect thereto, except as described in the 1997 10-K and except as the 
same may be exempt pursuant to Section 408 of ERISA and regulations and 
orders thereunder.  Neither the Account Party nor any of its ERISA Affiliates 
has incurred nor reasonably expects to incur any material withdrawal 
liability under ERISA to any ERISA Multiemployer Plan, except as disclosed to 
and consented by the Majority Lenders in writing.

(i)	The Major Electric Generating Plants are on land in which the Account 
Party owns a full or an undivided fee interest subject only to Liens 
permitted by Section 7.02(a) hereof, which do not materially impair the 
usefulness to the Account Party of such properties; the electric transmission 
and distribution lines of the Account Party in the main are located in New 
Hampshire and on land owned in fee by the Account Party or over which the 
Account Party has easements, or are in or over public highways or public 
waters pursuant to adequate statutory or regulatory authority, and any 
defects in the title to such transmission and distribution lands or easements 
are in the main curable by the exercise of the Account Party's right of 
eminent domain upon a finding that such eminent domain proceedings are 
necessary to meet the reasonable requirements of service to the public; the 
Account Party enjoys peaceful and undisturbed possession under all of the 
leases under which it is operating, none of which contains any unusual or 
burdensome provision which will materially affect or impair the operation of 
the Account Party; and the Security Documents will create valid Liens in the 
Collateral, subject only to Liens permitted by Section 7.02(a) hereof, and 
all filings and other actions necessary to perfect and protect such security 
interests (to the extent such security interests may be perfected or 
protected by filing) have been taken; provided, however, that no 
representation is made as to any Lien purported to be created in favor of the 
Trustee with respect to any interest of the Issuer in the Indenture.

(j)	No material part of the properties, business or operations of the 
Account Party are materially adversely affected by any fire, explosion, 
accident, strike, lockout or other labor disputes, drought, storm, hail, 
earthquake, embargo, act of God or of the public enemy or other casualty 
(except for any such circumstance, if any, which is covered by insurance 
which coverage has been confirmed and not disputed by the relevant insurer or 
by fully-funded self-insurance programs).

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

(l)	No exhibit, schedule, report or other written information provided by 
the Account Party or its agents to the Agent, the Issuing Bank or the 
Participating Banks in connection with the negotiation, execution and closing 
of this Agreement and the other Transaction Documents, or the issuance of the 
Bonds (including, without limitation, the Information Memorandum and the 
Official Statements) knowingly contained when made any material misstatement 
of fact or knowingly omitted to state any material fact necessary to make the 
statements contained therein not misleading in light of the circumstances 
under which they were made.

(m)	No event has occurred and is continuing which constitutes a material 
default under the Rate Agreement or any Significant Contract.

(n)	The Account Party has not, either directly or indirectly, made any 
investment in, or loans to, any Affiliate of the Account Party, other than 
such investments or loans as were outstanding on the date hereof.

(o)	No proceeds of any Advance will be used (i) to acquire any equity 
security of a class which is registered pursuant to Section 12 of the 
Securities Exchange Act of 1934 or (ii) to buy or carry any margin stock 
(within the meaning of Regulation U issued by the Board of Governors of the 
Federal Reserve System) or to extend credit to others for such purpose.  The 
Account Party (X) is not an "investment company" within the meaning ascribed 
to that term in the Investment Company Act of 1940 or (Y) is not engaged in 
the business of extending credit for the purpose of buying or carrying margin 
stock.

ARTICLE VII
COVENANTS OF THE ACCOUNT PARTY

SECTION VII.1.  Affirmative Covenants.  So long as any amounts shall remain 
available to be drawn under the Letter of Credit or any Advance or other 
amounts shall remain unpaid hereunder or any Participating Bank shall have 
any Commitment, the Account Party will, unless the Majority Lenders shall 
otherwise consent in writing:

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

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

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

(d)	Preservation of Existence, Etc.  Preserve and maintain its corporate 
existence, material rights (statutory and otherwise) and franchises except as 
otherwise expressly provided for in the Security Documents.

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

(f)	Inspection Rights. At any time and from time to time upon reasonable 
notice, permit the Agent and its agents and representatives to examine and 
make copies of and abstracts from the records and books of account of, and 
the properties of, the Account Party and to discuss the affairs, finances and 
accounts of the Account Party with the Account Party and of its officers, 
directors and accountants.

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

(h)	Performance of Related Agreements.  Perform and observe all material 
terms and provisions of the Revolving Credit Agreement, the Rate Agreement 
and each Significant Contract to be performed or observed by the Account 
Party and take all reasonable steps to enforce such agreements substantially 
in accordance with their terms and to preserve the rights of the Account 
Party thereunder; provided, that the foregoing provisions of this Section 
7.01(h) shall not preclude the Account Party from any waiver, amendment, 
modification, consent or termination (i) made in accordance with the 
provisions of Section 7.04 hereof (in the case of the Revolving Credit 
Agreement) or (ii) permitted under Section 7.02(g) hereof (in the case of the 
Rate Agreement or any Significant Contract).

(i)	Collection of Accounts Receivable.  Promptly bill, and diligently pursue 
collection of, in accordance with customary utility practices, all accounts 
receivable owing to the Account Party and all other amounts that may from 
time to time be owing to the Account Party for services rendered or goods 
sold.

(j)	Maintenance of Financial Covenants: 

(i) 	Operating Income to Interest Expense.  Maintain  a ratio of Operating 
Income to Interest Expense of not less than 2.35 to 1.00 for each period of 
four consecutive fiscal quarters on each quarter-end ending after December 
31, 1997.

(ii) 	Common Equity to Total Capitalization Ratio.  Maintain at all times 
a ratio of Common Equity to Total Capitalization of not less than 0.325 to 
1.00.

(k)	Maintenance of Properties, Etc.  (i) As to properties of the type 
described in Section 6.01(i) hereof, maintain title of the quality described 
therein; and (ii) preserve, maintain, develop, and operate in substantial 
conformity with all laws, material contractual obligations and prudent 
practices prevailing in the industry, all of its properties which are used or 
useful in the conduct of its business in good working order and condition, 
ordinary wear and tear excepted, except to the extent such non-conformity 
would not materially adversely affect the financial condition, properties, 
prospects or operations of the Account Party as a whole.

(l)	Governmental Approvals.  Duly obtain on or prior to such date as the 
same may become legally required, and thereafter maintain in effect at all 
times, all Governmental Approvals on its part to be obtained, except those 
the absence of which would not materially adversely affect the financial 
condition, properties, prospects or operations of the Account Party as a 
whole.

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

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

SECTION VII.2.  Negative Covenants.  So long as any amount shall remain 
available to be drawn under the Letter of Credit or any Advance or other 
amounts shall remain unpaid hereunder or any Participating Bank shall have 
any Commitment, the Account Party will not without the written consent of the 
Majority Lenders: 

(a)	Liens, Etc.  Create, incur, assume or suffer to exist any lien, security 
interest, or other charge or encumbrance (including the lien or retained 
security title of a conditional vendor) of any kind, or any other type of 
preferential arrangement the intent or effect of which is to assure a 
creditor against loss or to prefer one creditor over another creditor upon or 
with respect to any of its properties of any character (any of the foregoing 
being referred to herein as a "Lien") whether now owned or hereafter 
acquired, or sign or file under the Uniform Commercial Code of any 
jurisdiction a financing statement which names the Account Party as debtor, 
sign any security agreement authorizing any secured party thereunder to file 
such financing statement, or assign accounts, excluding, however, from the 
operation of the foregoing restrictions the following, whether now existing 
or hereafter created or perfected:

(i)	The Liens of the First Mortgage Indenture, the Security Agreement, the 
Pledge Agreement, the "Pledge Agreement" referred to in the Other 
Reimbursement Agreement, and any lien created pursuant hereto; and 

 (ii)	Permitted Liens (as defined in the First Mortgage Indenture as in 
effect on the date hereof) on the Indenture Assets; provided, however, that 
(A) the exclusion contained in clause (a) of such definition with respect to 
Liens junior to the Lien of the First Mortgage Indenture shall not apply to 
any Lien created after the date hereof; (B)  the exclusion contained in 
clauses (g) and (h) of such definition shall apply only to the extent that 
all Liens of the type described therein from time to time existing do not, in 
the aggregate, materially and adversely affect the value of the security 
granted under the First Mortgage Indenture and no such Lien secures Debt of 
the Account Party for borrowed money; and (C) the Account Party shall not, on 
or after the date hereof, create, incur or assume any purchase money Debt 
secured by Liens of the type described in clause (o) of such definition; 

provided, however, that this Section 7.02(a) shall not be construed to 
authorize the Account Party  to incur,  assume, be liable for or suffer to 
exist any Debt not otherwise permitted hereunder. 

(b)	Debt.  From and after the Amendment Closing Date, create, incur or 
assume any Debt, other than pursuant to this Agreement, the Other 
Reimbursement Agreement, the Revolving Credit Agreement and unsecured debt in 
an aggregate amount not to exceed $25,000,000, and then only if, after giving 
effect thereto, (i) no Event of Default or Unmatured Default shall have 
occurred and be continuing on the date of such creation, incurrence or 
assumption and (ii) the Account Party shall have determined that on the basis 
of the assumptions and forecasts set forth in the most recent operating 
budget/forecast of operations delivered pursuant to Section 7.03(iv) hereof 
(which the Account Party continues to believe to be reasonable), the Account 
Party will continue to be in compliance at all times with the provisions of 
Section 7.01(j) hereof.  The Account Party will furnish evidence of its 
compliance with this subsection (b) for each fiscal quarter pursuant to 
Section 7.03(ii) hereof. 

(c)	Mergers, Etc.  Merge with or into or consolidate with or into, or 
acquire all or substantially all of the assets of, any Person.

(d)	Sales, Etc., of Assets.  Sell, lease, transfer or otherwise dispose of 
all or any substantial part of its assets, whether in a single transaction or 
series of transactions during any consecutive 12-month period, except for (i) 
the sale of the Account Party's generating assets on an arms'-length basis in 
a transaction (or series of transactions) subject to approval by the NHPUC as 
part of a settlement of the Rate Proceeding and (ii) sales, leases, transfers 
or other dispositions in the ordinary course of the Account Party's business 
in accordance with ordinary and customary terms and conditions.  For purposes 
of this subsection (d), any transaction or series of transactions during any 
consecutive 12-month period shall be deemed to involve a "substantial part" 
of the Account Party's assets if, in the aggregate, (A) the book value of 
such assets equals or exceeds 7.5% of the total assets, net of regulatory 
assets, of the Account Party reflected in the financial statements of the 
Account Party delivered pursuant to Section 7.03(ii) or 7.03(iii) hereof in 
respect of the fiscal quarter or year ending on or immediately prior to the 
commencement of such 12-month period or (B) for the four calendar quarters 
ending on or immediately prior to commencement of such 12-month period, the 
gross revenue derived by the Account Party from such assets shall equal or 
exceed 7.5% of the total gross revenue of the Account Party.

(e)	Restricted Payments and NUG Settlements.  Declare or pay any dividend, 
or make any payment or other distribution of assets, properties, cash, 
rights, obligations or securities on account of any share of any class of 
capital stock of the Account Party (other than stock splits and dividends 
payable solely in equity securities of the Account Party), or purchase, 
redeem, retire, or otherwise acquire for value any shares of any class of 
capital stock of the Account Party or any warrants, rights, or options to 
acquire any such Debt or shares, now or hereafter outstanding, or make any 
distribution of assets to any of its shareholders (any such transaction being 
a "Restricted Payment"), or make any payment of or on account of any NUG 
Settlement (a "NUG Settlement Payment"); provided, that the Account Party may 
make one or more Restricted Payments or NUG Settlement Payments after July 1, 
1998 if:

(i) 	at the time such payment is made and after giving effect thereto, no 
advances will be outstanding under the Revolving Credit Agreement;

(ii) 	the aggregate amount of all such payments shall not exceed 
$40,000,000;

(iii) 	without limitation of the foregoing, the aggregate amount of all 
Restricted Payments shall not exceed $25,000,000;

(iv) 	in the case of a NUG Settlement Payment, such NUG Settlement shall 
have been approved by the NHPUC and all other Governmental Approvals related 
thereto shall have been obtained and be in full force and effect;

(v)	no Event of Default or Unmatured Default shall have occurred and be 
continuing;

(vi)	after giving effect to such payment, the Account Party shall be in full 
compliance with Section 7.01(j) hereof (for purposes of determining 
compliance with Section 7.01(j) under this clause (vi), computations under 
Section 7.01(j) shall be made as of the date of such payment, except that, 
retained earnings shall be determined as of the last day of the immediately 
preceding fiscal quarter (adjusted for all Restricted Payments made after the 
last day of such preceding fiscal quarter)); and

(vii)	the Account Party shall have determined that, on the basis of the 
assumptions and forecasts set forth in the most recent operating 
budget/forecast of operations delivered pursuant to Section 7.03(iv) hereof 
(which the Account Party continues to believe to be reasonable) and after 
giving effect to such payment, the Account Party will continue to be in 
compliance at all times with the provisions of Section 7.01(j) hereof.

Notwithstanding anything to the contrary contained in this Section 7.02(e), 
the Account Party may declare and pay regularly scheduled quarterly dividends 
and regularly scheduled sinking fund payments on the Preferred Stock, if, 
immediately prior to and after giving effect to any such payment, no Event of 
Default or Unmatured Default shall have occurred and be continuing.

(f)	Compliance with ERISA.  (i) terminate, or permit any ERISA Affiliate to 
terminate, any ERISA Plan so as to result in any material (in the opinion of 
the Majority Lenders) liability of the Account Party to the PBGC, or (ii) 
permit to exist any occurrence of any event described in clause (i) of the 
definition of ERISA Plan Termination Event, or any other event or condition, 
which presents a material (in the opinion of the Majority Lenders) risk of 
such a termination by the PBGC of any ERISA Plan and such a material 
liability to the Account Party.

(g)	Related Agreements.

(i)	Amendments.  Amend, modify or supplement or give any consent, acceptance 
or approval to any amendment, modification or supplement or deviation by any 
party from the terms of, the Rate Agreement or any Significant Contract, 
except, with respect only to the Significant Contracts, any amendment, 
modification or supplement thereto that would not reduce the rights or 
entitlements of the Account Party thereunder in any material way.

(ii)	Termination.  Cancel or terminate (or consent to any cancellation or 
termination of) the Rate Agreement or any Significant Contract prior to the 
expiration of its stated term, provided that this subsection (ii) shall not 
restrict the rights of the Account Party to enforce any remedy against any 
obligor under any Significant Contract in the event of a material breach or 
default by such obligor thereunder if and so long as the Account Party shall 
have provided to the Agent at least 30 days prior written notice of the 
enforcement action proposed to be undertaken by the Account Party.

(h)	Change in Nature of Business.  Engage in any material business activity 
other than those established and engaged in on the date hereof.

(i)	Ownership in Nuclear Plants.  Acquire, directly or indirectly, any 
ownership interest or any additional ownership interest of any kind in any 
nuclear-powered electric generating plant.

(j)	Subsidiaries.  Create or suffer to exist any active subsidiaries other 
than Properties, Inc., a New Hampshire corporation; or permit any material 
assets or business to be maintained at or conducted by any subsidiary except 
for the assets owned by Properties, Inc. not exceeding $20,000,000.

(k) 	Prepayment or Alteration of Debt.   (i) Prepay, redeem, reduce or 
voluntarily retire, or make or agree to make any change in the terms of, any 
Debt of the Account Party, other than  repayments and prepayments of advances 
under, and  modifications of, the Revolving Credit Agreement, in each case to 
the extent permitted by Section 7.04; (ii) without limitation of the 
foregoing, amend, modify or supplement the Indenture or the First Mortgage 
Indenture or (iii) issue any First Mortgage Bonds as collateral security for 
any existing or future debt, or grant any other security to any holder of 
existing Debt of the Account Party, except to the extent permitted by Section 
7.04.

(l) 	Loans and Investments.  Make any loans to or investments in any Person, 
other than investments in Permitted Investments.

(m) 	Affiliate Receivables.  Permit the aggregate balance of accounts 
receivable from Affiliates (other than such receivables constituting 
receivables for wholesale sales of power) to equal or exceed $12,500,000 as 
of the end of any calendar month.

SECTION VII.3.  Reporting Obligations.  So long as any amount shall remain 
available to be drawn under the Letter of Credit or any Advance or other 
amounts shall remain unpaid hereunder or any Participating Bank shall have 
any Commitment, the Account Party will, unless the Majority Lenders shall 
otherwise consent in writing, furnish to the Agent in sufficient copies for 
the Issuing Bank and each Participating Bank, the following:

(i)	as soon as possible and in any event within five (5) days after the 
occurrence of each Event of Default or Unmatured Default continuing on the 
date of such statement, a statement of the Chief Financial Officer, Treasurer 
or Assistant Treasurer of the Account Party setting forth details of such 
Event of Default or Unmatured Default and the action which the Account Party 
proposes to take with respect thereto;

(ii)	as soon as available and in any event within fifty (50) days after the 
end of each of the first three quarters of each fiscal year of the Account 
Party, (A) if and so long as the Account Party is required to submit to the 
Securities and Exchange Commission a report on Form 10-Q, a copy of the 
Account Party's report on Form 10-Q submitted to the Securities and Exchange 
Commission with respect to such quarter and (B) if the Account Party ceases 
to be required to submit such report, a balance sheet of the Account Party as 
of the end of such quarter and statements of income and retained earnings and 
of cash flows of the Account Party for the period commencing at the end of 
the previous fiscal year and ending with the end of such quarter, all in 
reasonable detail and duly certified (subject to year-end audit adjustments) 
by the Chief Financial Officer, Treasurer or Assistant Treasurer of the 
Account Party as having been prepared in accordance with generally accepted 
accounting principles consistent with those applied in the preparation of the 
financial statements referred to in Section 6.01(e) hereof, in each such 
case, delivered together with a certificate of said officer (x) stating that 
no Event of Default or Unmatured Default has occurred and is continuing or, 
if an Event of Default or Unmatured Default has occurred and is continuing, a 
statement as to the nature thereof and the action which the Account Party 
proposes to take with respect thereto, (y) demonstrating compliance with 
Section 7.01(j) hereof for and as of the end of such fiscal quarter and 
compliance with Sections 7.02(b) and (e) hereof, as of the dates on which any 
Debt was created, incurred or assumed (using the Account Party's most recent 
annual actuarial determinations in the computation of Debt referred to in 
clause (ix) in the definition of "Debt") or any Restricted Payment or NUG 
Settlement Payment was made during such quarter, and (z) demonstrating, after 
giving effect to the incurrence of any Debt created, incurred or assumed 
during such fiscal quarter (using the Account Party's most recent annual 
actuarial determinations in the computation of Debt referred to in clause 
(ix) in the definition of "Debt") and after giving effect to any Restricted 
Payments or NUG Settlement Payments made during such fiscal quarter, 
compliance with Section 7.01(j) hereof for the remainder of the fiscal year 
of the Account Party based on the operating budget/forecast of operations 
delivered pursuant to Section 7.03 (iv) hereof for such fiscal year, such 
demonstrations to be in a schedule (in form satisfactory to the Majority 
Lenders) which sets forth the computations used by the Account Party in 
determining such compliance;

(iii)	as soon as available and in any event within 105 days after the end 
of each fiscal year of the Account Party, (A) if and so long as the Account 
Party is required to submit to the Securities and Exchange Commission a 
report on Form 10-K, a copy of the Account Party's report on Form 10-K 
submitted to the Securities and Exchange Commission with respect to such year 
and (B) if the Account Party ceases to be required to submit such report, a 
copy of the annual audit report for such year for the Account Party including 
therein a balance sheet of the Account Party as of the end of such fiscal 
year and statements of income and retained earnings and of cash flows of the 
Account Party for such fiscal year, in each case certified by a nationally-
recognized independent public accountant, in each such case delivered 
together with a certificate of the Chief Financial Officer, Treasurer or 
Assistant Treasurer (x) stating that the financial statements were prepared 
in accordance with generally accepted accounting principles consistent with 
those applied in the preparation of financial statements referred to in 
Section 6.01(e) hereof, and that no Event of Default or Unmatured Default has 
occurred and is continuing, or if an Event of Default or Unmatured Default 
has occurred and is continuing, stating the nature thereof and the action 
which the Account Party proposes to take with respect thereto and (y) 
demonstrating compliance with Section 7.01(j) hereof for and as of the end of 
such fiscal year and compliance with Sections 7.02(b) and (e) hereof, as of 
the dates on which any Debt was created, incurred or assumed (using the 
Account Party's most recent annual actuarial determinations in the 
computation of Debt referred to in clause (ix) in the definition of "Debt") 
or any Restricted Payment or NUG Settlement Payment was made during the last 
fiscal quarter of the Account Party, such demonstrations to be in a schedule 
(in form satisfactory to the Majority Lenders) which sets forth the 
computations used by the Account Party in determining such compliance.

(iv)	as soon as available and in any event before March 31 of each fiscal 
year, a copy of an operating budget/forecast of operations of the Account 
Party as approved by the Board of Directors of the Account Party in form 
satisfactory to the Participating Banks for such fiscal year of the Account 
Party, together with a certificate of the Chief Financial Officer, Treasurer 
or Assistant Treasurer of the Account Party stating that such budget/forecast 
was prepared in good faith and on reasonable assumptions;
(v) 	not later than ten days following the end of each fiscal quarter of the 
Account Party, a report on the progress of and developments in the Rate 
Proceeding, the Final Plan and any negotiations concerning the foregoing; 

(vi)	as soon as available and in any event no later than the New Hampshire 
Public Utilities Commission shall have received the Account Party's annual 
submission, if any, relating to the "return on equity collar" referred to in 
the Rate Agreement, a copy of such annual submission of the Account Party;

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

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

(ix)	promptly and in any event within 30 days after the filing thereof with 
the Internal Revenue Service, copies of each Schedule B (Actuarial 
Information) to the annual report (Form 5500 Series) with respect to each 
ERISA Plan (if any) to which the Account Party is a contributing employer;

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

(xi)	promptly after the Account Party becomes aware of the occurrence 
thereof, notice of all actions, suits, proceedings or other events (A) of the 
type described in Section 6.01(f), or (B) which purport to affect the 
legality, validity or enforceability of the Rate Agreement, or any 
Transaction Document, Loan Document, Related Document or Significant 
Contract;

(xii)	promptly after the sending or filing thereof, copies of all such 
proxy statements, financial statements, and reports which the Account Party 
sends to its public security holders (if any) or files with, and copies of 
all regular, periodic and special reports and all registration statements and 
periodic or special reports, if any, which the Account Party files with, the 
Securities and Exchange Commission or any governmental authority which may be 
substituted therefor, or with any national securities exchange;

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

(xiv)	promptly after knowledge of any material default under the Rate 
Agreement or any Significant Contract, notice of such default and the action 
the Account Party proposes to take with respect thereto;

(xv)	promptly after knowledge of any amendment, modification, or other change 
to the Rate Agreement or any Significant Contract or to any Governmental 
Approval affecting the Rate Agreement, notice of such amendment, modification 
or other change, it being understood that for purposes of this clause (xiv) 
any filing by the Account Party in the ordinary course of the Account Party's 
business with, or order issued or action taken by, a governmental authority 
or regulatory body after May 16, 1991 to implement the terms of the Rate 
Agreement shall not be considered an amendment, modification or change to a 
Governmental Approval affecting the Rate Agreement; and

(xvi)	promptly after requested, such other information respecting the 
financial condition, operations, properties, prospects or otherwise, of the 
Account Party as the Issuing Bank or Majority Lenders may from time to time 
reasonably request in writing.

SECTION VII.4.  Most Favored Lender Covenants.  So long as any amount shall 
remain available to be drawn under the Letter of Credit or any Advance or 
other amounts shall remain unpaid hereunder or any Participating Bank shall 
have any Commitment:

(a)	The Account Party will not amend, modify or supplement, or consent to 
any amendment, modification or supplement to, the Other Reimbursement 
Agreement or the Revolving Credit Agreement (whether the same relates to 
pricing, tenor, reduction, prepayment, covenants, other credit terms or 
otherwise), unless the Account Party shall first have offered to amend, 
modify or supplement the Loan Documents in a like manner, subject however, to 
the provisions of subsection (b), to the extent applicable.

(b)	If at any time the Account Party shall be unable to borrow under the 
Revolving Credit Agreement (or any successor revolving facility) because the 
Account Party is unable to satisfy any "material adverse change" or other 
condition precedent to borrowing (a "Funding Suspension"), and (x) the 
failure to satisfy such condition does not itself constitute an Event of 
Default hereunder and (y)  no Event of Default or Unmatured Default shall 
have occurred and be continuing hereunder, the provisions of subsection (a) 
shall be subject to the following:

(i) 	The Account Party will be free to negotiate with the lenders under the 
Revolving Credit Agreement (or the lenders under such successor facility) 
(the"Non-Funding Lenders") and may resolve or not resolve such Funding 
Suspension in such manner as it may see fit, without any requirement that the 
Agent, the Issuing Bank or the Participating Banks consent thereto;

(ii) 	Any improvement in pricing, covenants or other credit terms 
afforded to the Non-Funding Lenders to resolve the Funding Suspension shall 
be offered to the Agent, the Issuing Bank and the Participating Banks in the 
manner prescribed by subsection (a).  Any additional security granted to the 
Non-Funding Lenders to resolve the Funding Suspension shall be afforded 
equally and ratably to the Agent, the Issuing Bank and the Participating 
Banks, subject to the provisions of Section 7.05; and

(iii) 	If in connection with the resolution of a Funding Suspension, the 
Non-Funding Lenders' facility shall be permanently reduced such that any 
amounts repaid or prepaid as part of such resolution are not available to be 
re-borrowed, the Account Party  will pay to the Agent, for the benefit of the 
Issuing Bank and the Participating Banks an amount equal to such repayment or 
prepayment, dollar-for-dollar, to be applied to the reduction of the 
Available Amount or to be held as cash collateral for the obligations of the 
Account Party under the Loan Documents.  For the avoidance of doubt:

(A) 	a reduction in the unfunded portion of the Non-Funding Lenders' 
commitments will not, by itself, entitle the Agent, the Issuing Bank and the 
Participating Banks to any such payment or to any reduction in the Available 
Amount; and

(B) 	the Agent, the Issuing Bank and the Participating Banks will not be 
entitled to any payment or reduction in the Available Amount solely as a 
result of repayments and prepayments of advances under such  facility, if 
such repayment or prepayment results in the Non-Funding Lenders' commitments 
becoming again available to the Account Party in at least the amount of the 
repayment or prepayment.

(c)	The provisions of subsection (b) shall not apply during the continuance 
of an Event of Default.

SECTION VII.5.  Covenants Concerning Certain Collateral.   

(a) 	Cash Account.   Subject to the provisions of subsection (b), below, upon 
the occurrence and during the continuance of any Event of Default, the Agent 
shall at the request, or may with the consent, of the Majority Lenders, 
direct the Account Party to, and if so directed, the Account Party shall, 
deposit with the Agent an amount in the cash account (the "Cash Account") 
described below equal to the Available Amount of the Letter of Credit.  Such 
Cash Account shall at all times be free and clear of all rights or claims of 
third parties.  The Cash Account shall be maintained with the Agent in the 
name of, and under the sole dominion and control of, the Agent, and amounts 
deposited in the Cash Account shall bear interest at a rate equal to the rate 
generally offered by Barclays for deposits equal to the balance in the Cash 
Account, for a term to be agreed to between the Account Party and the Agent.  
If any Letter of Credit drawings then outstanding or thereafter made are not 
reimbursed in full immediately after being made and upon demand, then, in any 
such event, the Agent may apply the amounts then on deposit in the Cash 
Account, in such priority as the Agent shall elect, toward the payment in 
full of any or all of the Account Party's obligations hereunder as and when 
such obligations shall become due and payable.  Upon payment in full, after 
the termination of the Letters of Credit, of all such obligations, the Agent 
will repay to the Account Party any cash then on deposit in the Cash Account.  
The Issuing Bank hereby confirms its obligation as set forth in the Letter of 
Credit to make all payments under the Letter of Credit with its own funds and 
not with any funds of the Account Party or the Issuer, and nothing in this 
subsection (a) or otherwise shall in any way limit such obligation.

(b) 	Waiver and Surrender of Rights to Certain Collateral.   Without in any 
way modifying the payment provisions of Article III, and subject in all 
respects to the provisions of subsection (c), below, the Agent, the Issuing 
Bank and the Participating Banks hereby waive and surrender, effective upon 
the commencement of any case by or against the Account Party seeking relief 
in respect of the Account Party under the Bankruptcy Code, any and all right, 
title and interest of the Agent, the Issuing Bank and the Participating Banks 
in and to the Cash Account, the Collateral described in the Security 
Agreement and all other collateral security, if any, granted to the Agent, 
the Issuing Bank or the Participating Banks on or after April 23, 1998 (all 
of the foregoing being hereinafter referred to as the "Extension Collateral", 
which term shall exclude absolutely the Account Party's Series F First 
Mortgage Bonds),  and agree that upon any such commencement, the rights of 
the Agent, the Issuing Bank and the Banks in and to the Extension Collateral 
shall be null and void and the Agent, the Issuing Bank and the Banks shall 
not thereafter seek or accept any benefits they may have in and to the 
Extension Collateral;   provided that the foregoing shall not apply to any 
benefit to Agent, the Issuing Bank or any Participating Bank of any Extension 
Collateral, if and only if: (i)  a valid and perfected lien on or security 
interest in such Extension Collateral was granted to one or more other 
Secured Parties under the Intercreditor Agreement, (ii) such benefit to the 
Agent, the Issuing Bank or any Participating Bank is no greater than such as 
derives from its rights under the Intercreditor Agreement to share in the 
benefits of all Collateral referred to therein on the terms and subject to 
the conditions thereof, and (iii) after giving effect to such sharing, the 
aggregate amount of secured claims against the bankruptcy estate of the 
Account Party would not be increased.

(c) 	The waiver, surrender and agreement set forth in subsection (b), above, 
shall terminate and be of no force and effect (i) if and to the extent that 
such termination and the retention and enjoyment by the Agent, the Issuing 
Bank and the Participating Banks of such right, title and interest would not 
result in the grant of the Extension Collateral to the Agent, the Issuing 
Bank and the Participating Banks being deemed to (X) constitute a transfer of 
property of the Account Party avoidable under Section 547(b) of the 
Bankruptcy Code or (Y) otherwise constitute a basis for the recovery of any 
amounts realized with respect to the Collateral or the value thereof from the 
Trustee or any holder of the Bonds as an avoidable transfer under Section 
547(b) of the Bankruptcy Code and (ii) in any case, as to any item of 
Extension Collateral, on the 91st day following the date on which a lien on 
or security interest in such Extension Collateral in favor of the Agent, the 
Issuing Bank or the Participating Banks was first perfected under applicable 
law, so long as no such case has been commenced and is pending.  

(d) 	Acknowledgment.  The Agent, the Issuing Bank and the Participating 
Banks, each by its execution and delivery of this Agreement, acknowledge and 
agree to the provisions of this Section 7.05.

ARTICLE VIII
DEFAULTS

SECTION VIII.1.  Events of Default. The following events shall each 
constitute an "Event of Default" if the same shall occur and be continuing 
after the grace period and notice requirement (if any) applicable thereto:

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

(b)	Any representation or warranty made by the Account Party (or any of its 
officers or agents) in any Loan Document or Transaction Document or in any 
certificate or other writing delivered pursuant to any Loan Document or 
Transaction Document shall prove to have been incorrect in any material 
respect when made or deemed made; or

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

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

(e)	The Account Party shall fail to pay any of its Debt when due (including 
any interest or premium thereon but excluding Debt arising hereunder and 
excluding other Debt aggregating in no event more than $10,000,000 in 
principal amount at any one time) whether by scheduled maturity, required 
prepayment, acceleration, demand or otherwise, and such failure shall 
continue after the applicable grace period, if any, specified in any 
agreement or instrument relating to such Debt; or any other default under any 
agreement or instrument relating to any such Debt, or any other event, shall 
occur and shall continue after the applicable grace period, if any, specified 
in such agreement or instrument, if the effect of such default or event is to 
accelerate, or to permit the acceleration of, the maturity of such Debt; or 
any such Debt shall be declared to be due and payable, or required to be 
prepaid (other than by a regularly scheduled required prepayment or as a 
result of the Account Party's exercise of a prepayment option) prior to the 
stated maturity thereof; unless in each such case the obligee under or holder 
of such Debt or the trustee with respect to such Debt shall have waived in 
writing such circumstance without consideration having been paid by the 
Account Party so that such circumstance is no longer continuing; or

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

(g)	Any judgment or order for the payment of money in excess of $10,000,000 
shall be rendered against the Account Party or its properties and either 
enforcement proceedings shall have been commenced by any creditor upon such 
judgment or order and shall not have been stayed or there shall be any period 
of 15 consecutive days during which a stay of enforcement of such judgment or 
order, by reason of a pending appeal or otherwise, shall not be in effect; or 

(h)	Any material provision of any Loan Document, the Rate Agreement, any 
Significant Contract or any Related Document shall for any reason other than 
the express terms thereof or the exercise of any right or option expressly 
contained therein cease to be valid and binding on any party thereto except 
as otherwise expressly permitted by the exceptions and provisions contained 
in Section 7.02(g) hereof; or any party thereto other than the Participating 
Banks shall so assert in writing, provided that in the case of any party 
other than the Account Party making such assertion in respect of the Rate 
Agreement, any Significant Contract or any Related Document, such assertion 
shall not in and of itself constitute an Event of Default hereunder until (i) 
such asserting party shall cease to perform under and in compliance with the 
Rate Agreement, such Significant Contract or such Related Document, (ii) the 
Account Party shall fail to diligently prosecute, by appropriate action or 
proceedings, a rescission of such assertion or a binding determination as to 
the merits thereof or (iii) such a binding determination shall have been made 
in favor of such asserting party's position; or

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

(j)	The Account Party shall not have in full force and effect any or all 
insurance required under Section 7.01(c) hereof or there shall be incurred 
any uninsured damage, loss or destruction of or to the Account Party's 
properties in an amount not covered by insurance (including fully-funded 
self-insurance programs) which the Majority Lenders consider to be material; 
or

(k) 	A default by the Account Party shall have occurred under the Rate 
Agreement and shall not have been effectively cured within the time period 
specified therein for such cure (or, if no such time period is specified 
therein, 10 days); or a default by any party shall have occurred under any 
Significant Contract and such default shall not have been effectively cured 
within 30 days after notice from the Agent to the Account Party stating that, 
in the opinion of the Majority Lenders, such default may have a material 
adverse effect upon the financial condition, operations, properties or 
prospects of the Account Party as a whole; or

(l)	Any Governmental Approval (whether federal, state or local) required to 
give effect to the Rate Agreement (including, without limitation, Chapter 
362-C of the New Hampshire Revised Statutes and the enabling order of the 
NHPUC issued pursuant thereto) shall be amended, modified or supplemented, or 
any other regulatory or legislative action or change (whether federal, state 
or local) having the effect, directly or indirectly, of modifying the 
benefits or entitlements of the Account Party under the Rate Agreement shall 
occur, and in any such case such amendment, modification, supplement, action 
or change may have, in the opinion of the Majority Lenders, a material 
adverse effect upon the financial condition, operations, properties or 
prospects of the Account Party as a whole; or

(m)	NU shall cease to own all of the outstanding common stock of the Account 
Party, free and clear of any Liens; or

(n)	An event of default (as defined therein) shall have occurred and be 
continuing under the Indenture or the First Mortgage Indenture; or

(o)	An event of default (as defined therein) shall have occurred and be 
continuing under the Revolving Credit Agreement or the Other Reimbursement 
Agreement; or

(p)	The Fixed-Rate Conversion shall fail to be consummated on May 1,1998.

SECTION VIII.2.  Remedies Upon Events of Default.  Upon the occurrence and 
during the continuance of any Event of Default, then, and in any such event 
the Agent with the concurrence of the Issuing Bank may, and upon the 
direction of the Majority Lenders the Agent shall (i) if the Letter of Credit 
Amendment shall not have been issued, instruct the Issuing Bank to (whereupon 
the Issuing Bank shall) by notice to the Account Party declare its commitment 
to issue the Letter of Credit Amendment to be terminated, whereupon the same 
shall forthwith terminate, (ii) instruct the Issuing Bank to (whereupon the 
Issuing Bank shall) furnish to the Trustee and the Paying Agent written 
notice of such Event of Default in accordance with Section 6.01(a)(iv) of the 
Indenture and of the Issuing Bank's determination to terminate the Letter of 
Credit on the fifth business day (as defined in the Indenture) following the 
Trustee's and Paying Agent's receipt of such notice, (iii)  instruct the 
Issuing Bank to (whereupon the Issuing Bank shall) furnish to the Trustee and 
the Paying Agent written notice that the Interest Component will not be 
reinstated in the amount of one or more Interest Drawings, all as provided in 
the Letter of Credit; (iv) direct the Account party to pay cash into the Cash 
Account in accordance with Section 7.05(a);  (v) declare the Advances and all 
other principal amounts outstanding hereunder, all interest thereon and all 
other amounts payable hereunder to be forthwith due and payable, whereupon 
the Advances and all other principal amounts outstanding hereunder, all such 
interest and all such other amounts shall become and be forthwith due and 
payable, without presentment, demand, protest or further notice of any kind, 
all of which are hereby expressly waived by the Account Party, and (vi) 
instruct the Issuing Bank to (whereupon the Issuing Bank shall) exercise all 
the rights and remedies provided herein and under and in respect of the 
Security Documents; provided, however, that in the event of an actual or 
deemed entry of an order for relief with respect to the Account Party under 
the Federal Bankruptcy Code, (A) the commitment of the Issuing Bank to issue 
the Letter of Credit, the Commitments and the obligations of the 
Participating Banks to make Advances shall automatically be terminated, and 
(B) the Advances and all other principal amounts outstanding hereunder, all 
interest accrued and unpaid thereon and all other amounts payable hereunder 
shall automatically become due and payable, without presentment, demand, 
protest or any notice of any kind, all of which are hereby expressly waived 
by the Account Party.

SECTION VIII.3.  Issuing Bank to Notify First Mortgage Trustee, Others. The 
Issuing Bank shall, if so directed by the Majority Lenders, promptly notify 
the First Mortgage Trustee by telephone, confirmed in writing, of the 
occurrence of any Event of Default.  In addition, the Issuing Bank shall 
furnish to the Agent, the Account Party, the Paying Agent and the Issuer a 
copy of (a) any notice furnished to the First Mortgage Trustee pursuant to 
the preceding sentence and (b) any notice delivered to the Trustee pursuant 
to clause (ii) or clause (iii) of Section 8.02.  Notwithstanding the 
foregoing, no failure of the Issuing Bank to give any notice (or copy of a 
notice) as contemplated by this Section 8.03 shall limit or impair any rights 
of the Issuing Bank, the Agent or any Participating Bank or the exercise of 
any remedy hereunder, nor shall the Issuing Bank, the Agent or any 
Participating Bank incur any liability as a result of any such failure.

ARTICLE IX
THE AGENT, THE PARTICIPATING BANKS AND THE ISSUING BANK

SECTION IX.1.  Authorization of Agent; Actions of Agent and Issuing Bank. The 
Issuing Bank and each Participating Bank hereby appoint and authorize the 
Agent to take such action as agent on their behalf and to exercise such 
powers under this Agreement as are delegated to the Agent by the terms 
hereof, together with such powers as are reasonably incidental thereto; 
provided, however, that neither the Agent nor the Issuing Bank shall be 
required to take any action which exposes the Agent or the Issuing Bank to 
personal liability or which is contrary to this Agreement or applicable law. 
As to any matters not expressly provided for by any Related Document 
(including, without limitation, enforcement or collection thereof), neither 
the Agent nor the Issuing Bank shall be required to exercise any discretion 
or take any action. The Agent agrees to deliver promptly (i) to the Issuing 
Bank and each Participating Bank copies of each notice delivered to it by the 
Account Party and (ii) to each Participating Bank copies of each notice 
delivered to it by the Issuing Bank, in each case pursuant to the terms of 
this Agreement.

SECTION IX.2.  Reliance, Etc.  Neither the Agent, the Issuing Bank, nor any 
of their directors, officers, agents or employees shall be liable for any 
action taken or omitted to be taken by it or them under or in connection with 
this Agreement or any Related Document, except for its or their own gross 
negligence or willful misconduct as determined by a court of competent 
jurisdiction. Without limitation of the generality of the foregoing, each of 
the Agent and the Issuing Bank (i) may consult with legal counsel (including 
counsel for the Account Party), independent public accountants and other 
experts selected by it and shall not be liable for any action taken or 
omitted to be taken in good faith by it in accordance with the advice of such 
counsel, accountants or experts; (ii) makes no warranty or representation to 
any Participating Bank and shall not be responsible to any Participating Bank 
for any statements, warranties or representations made in or in connection 
with this Agreement or any Related Document; (iii) shall not have any duty to 
ascertain or to inquire as to the performance or observance of any of the 
terms, covenants or conditions of this Agreement or any Related Document on 
the part of the Account Party to be performed or observed, or to inspect any 
property (including the books and records) of the Account Party; (iv) shall 
not be responsible to any Participating Bank for the due execution, legality, 
validity, enforceability, genuineness, sufficiency or value of this Agreement 
or any Related Document or any other instrument or document furnished 
pursuant hereto and thereto; and (v) shall incur no liability under or in 
respect of this Agreement or any Related Document by acting upon any notice, 
consent certificate or other instrument or writing (which may be by telegram, 
cable or telex), including, without limitation, any thereof from time to time 
purporting to be from the Trustee, believed by it to be genuine and signed or 
sent by the proper party or parties.

SECTION IX.3.  The Agent, the Issuing Bank and Affiliates. The Agent and the 
Issuing Bank shall have the same rights and powers under this Agreement as 
any other Participating Bank and may exercise (or omit from exercising) the 
same as though they were not the Agent and the Issuing Bank, respectively, 
and the term "Participating Bank" shall, unless otherwise expressly 
indicated, include Barclays in its individual capacity. The Agent, the 
Issuing Bank and their respective Affiliates may accept deposits from, lend 
money to, act as trustee under indentures of, and generally engage in any 
kind of business with, the Account Party, any of its subsidiaries and any 
Person who may do business with or own securities of the Account Party or any 
such subsidiary, all as if Barclays was not the Agent or the Issuing Bank, 
and without any duty to account therefor to the Participating Banks.

SECTION IX.4.  Participating Bank Credit Decision.  Each of the Issuing Bank 
and each Participating Bank acknowledges that it has, independently and 
without reliance upon the Arrangers, the Agent, the Issuing Bank or any other 
Participating Bank and based on the financial information referred to in 
Section 6.01(e) hereof and such other documents and information as it has 
deemed appropriate, made its own credit analysis and decision to enter into 
this Agreement. Each of the Issuing Bank and each Participating Bank also 
acknowledges that it will, independently and without reliance upon the 
Arrangers, the Agent, the Issuing Bank or any other Participating Bank and 
based on such documents and information as it shall deem appropriate at the 
time, continue to make its own credit decisions in taking or not taking 
action under this Agreement.

SECTION IX.5.  Indemnification. The Participating Banks agree to indemnity 
the Arrangers, the Agent and the Issuing Bank (to the extent not reimbursed 
by the Account Party), ratably according to their respective Participation 
Percentages, from and against any and all liabilities, obligations, losses, 
damages, penalties, actions, judgments, suits, costs, expenses or 
disbursements of any kind or nature whatsoever which may be imposed on, 
incurred by, or asserted against the Arrangers, the Agent or the Issuing Bank 
in any way relating to or arising out of this Agreement or any action taken 
or omitted by the Arrangers, the Agent or the Issuing Bank under or in 
connection with this Agreement, provided that no Participating Bank shall be 
liable for any portion of such liabilities, obligations, losses, damages, 
penalties, actions, judgments, suits, costs, expenses or disbursements 
resulting from the Arrangers', the Agent's or the Issuing Bank's (as the case 
may be) gross negligence or willful misconduct.  Without limitation of the 
foregoing, each Participating Bank agrees to reimburse the Arrangers, the 
Agent and the Issuing Bank promptly upon demand for its ratable share of any 
out-of-pocket expenses (including counsel fees) incurred by the Arrangers, 
the Agent and the Issuing Bank in connection with the preparation, execution, 
delivery, administration, modification, amendment, waiver or enforcement 
(whether through negotiations, legal proceedings or otherwise) of, or legal 
advice in respect of rights or responsibilities under, this Agreement to the 
extent that the Arrangers, the Agent and the Issuing Bank (as the case may 
be) are entitled to reimbursement for such expenses pursuant to Section 10.04 
hereof but are not reimbursed for such expenses by the Account Party.

SECTION IX.6.  Successor Agent. The Agent may resign at any time by giving 
written notice thereof to the Issuing Bank, the Participating Banks and the 
Account Party, with any such resignation to become effective only upon the 
appointment of a successor Agent pursuant to this Section 9.06.  Upon any 
such resignation, the Issuing Bank shall have the right to appoint a 
successor Agent, which shall be another commercial bank or trust company 
reasonably acceptable to the Account Party, organized or licensed under the 
laws of the United States, or of any State thereof.  Upon the acceptance of 
any appointment as Agent hereunder by a successor Agent and the execution and 
delivery by the Account Party and the successor Agent of an agreement 
relating to the fees, if any, to be paid to the successor Agent in connection 
with its acting as Agent hereunder, such successor Agent shall thereupon 
succeed to and become vested with all the rights, powers, privileges and 
duties of the retiring Agent, and the retiring Agent shall be discharged from 
its duties and obligations under this Agreement.  After any retiring Agent's 
resignation hereunder as Agent, the provisions of this Article IX shall inure 
to its benefit as to any actions taken or omitted to be taken by it while it 
was Agent under this Agreement.

SECTION IX.7.  Issuing Bank.  (a) All notices received by the Issuing Bank 
pursuant to this Agreement or any Related Document (other than the Letter of 
Credit) shall be promptly delivered to the Agent for distribution to the 
Participating Banks.

(b)	Except to the extent permitted by Section 2.06, the Issuing Bank shall 
not amend or waive any provision or consent to the amendment or waiver of any 
Related Document without the written consent of the Majority Lenders.  
Notwithstanding the foregoing, each Participating Bank, by its execution and 
delivery of this Agreement, authorizes and directs the Issuing Bank to 
execute and deliver the Second Supplement, dated as of May 1, 1995, to the 
Original Indenture.

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

SECTION IX.8.  Certain Authorizations and Consent.  The Issuing Bank and each 
Participating Bank, by its acceptance hereof, and each other Participating 
Bank by its execution and delivery of the Participant Assignment pursuant to 
which it became a  Participating Bank, consents to, authorizes, ratifies and 
confirms in all respects:

(i)	the execution, delivery, acceptance and performance by the Agent and by 
the Collateral Agent of the Intercreditor Agreement, as the same may be from 
time to time amended in accordance with the terms thereof and Section 10.01 
hereof;

(ii)	the execution, delivery and acceptance by the Collateral Agent of, and 
the taking by the Collateral Agent of all actions under, the Security 
Agreement, as the same may be from time to time amended in accordance with 
the terms thereof and Section 10.01 hereof;

the execution and delivery of this Agreement by the Issuing Bank or such  
Participating Bank, or the execution and delivery of such Participant 
Assignment by such Participating Bank, as the case may be, constituting 
(without further act or deed)  the Issuing Bank or such Participating Bank's 
acceptance and approval of, and agreement to the terms of, the Intercreditor 
Agreement and the Security Agreement with the same effect as if the Issuing 
Bank or such Participating Bank were itself a party thereto.

ARTICLE X
MISCELLANEOUS

SECTION X.1.  Amendments, Etc. No amendment or waiver of any provision of 
this Agreement or the Pledge Agreement, nor consent to any departure by the 
Account Party therefrom, shall in any event be effective unless the same 
shall be in writing and signed by the Majority Lenders, and then such waiver 
or consent shall be effective only in the specific instance and for the 
specific purpose for which given; provided, however, that no amendment, 
waiver or consent shall, unless in writing and signed by the Issuing Bank and 
all the Participating Banks, do any of the following: (a) waive, modify or 
eliminate any of the conditions specified in Article V of this Agreement or 
Article III of the Amendment, (b) increase the Commitments of the 
Participating Banks that may be maintained hereunder or subject the 
Participating Banks to any additional obligations, (c) reduce the principal 
of, or interest on, the Advances, any amount reimbursable on demand pursuant 
to Section 3.01, or any fees or other amounts payable hereunder, (d) postpone 
any date fixed for any payment of principal of, or interest on, the Advances, 
such reimbursable amounts or any fees or other amounts payable hereunder 
(other than fees payable to the Issuing Bank or the Agent pursuant to Section 
2.03 hereof), (e) change the percentage of the Commitments or of the 
aggregate unpaid principal amount of the Advances, or the number of 
Participating Banks which shall be required for the Participating Banks or 
any of them to take any action hereunder, (f) amend this Agreement or the 
Pledge Agreement in a manner intended to prefer one or more Participating 
Banks over any other Participating Banks, (g) amend this Section 10.01, or 
(h) release any of the Collateral otherwise than in accordance with any 
provisions for such release contained in the Security Documents, or change 
any provision of any Security Document providing for the release of all or 
substantially all of the Collateral; and provided, further, that (i) no 
amendment, waiver or consent shall, unless in writing and signed by the 
Issuing Bank or the Agent in addition to the Participating Banks required 
above to take such action, affect the rights or duties of the Issuing Bank or 
the Agent, as the case may be, under this Agreement or the Pledge Agreement 
and (ii) no amendment, waiver or consent shall, unless in writing and signed 
by the "Majority Lenders" under the Other Reimbursement Agreement and the 
"Majority Lenders" under the Revolving Credit Agreement, shall change the 
percentage of the Commitments or of the aggregate unpaid principal amount of 
the Advances, or the number of Participating Banks which shall be required 
for the Participating Banks or any of them to take, or to direct the 
Collateral Agent to take, any action under the Intercreditor Agreement and 
the Security Agreement.

SECTION X.2.  Notices, Etc. All notices and other communications provided for 
hereunder and under the other Loan Documents shall be in writing (including 
telegraphic, telex, telecopy or cable communication) and mailed, telegraphed, 
telexed, telecopied, cabled or delivered:

(i)	if to the Account Party, to it in care of NUSCO at NUSCO's address at 
107 Selden Street, Berlin, Connecticut 06037 (telecopy: (860) 665-5457), 
Attention: Assistant Treasurer - Finance;

(ii)	if to the Issuing Bank or the Agent, to it at its address at 222 
Broadway, 12th Floor, New York, New York 10038, Attention: Customer Service 
Unit, (telephone: (212) 412-3363, telecopy: (212) 412-3080, Telex: 12-6946), 
with a copy to: Utilities Finance Group, (telephone (212) 412-2551, telecopy: 
(212) 412-7575) and with a further copy to Credit Enhancement Unit (telephone 
(212) 412-3578, telecopy (212) 412-6969);

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

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

SECTION X.3.  No Waiver of Remedies. No failure on the part of any 
Participating Bank or the Issuing Bank to exercise, and no delay in 
exercising, any right hereunder or under any Loan Document shall operate as a 
waiver thereof; nor shall any single or partial exercise of any such right 
preclude any other or further exercise thereof or the exercise of any other 
right. The remedies herein provided are cumulative and not exclusive of any 
remedies provided by law.

SECTION X.4.  Cost; Expenses and Indemnification.  (a) The Account Party 
agrees to pay on demand all costs and expenses, if any (including, without 
limitation, reasonable counsel fees and expenses), of (i) the Arrangers, the 
Agent and the Issuing Bank in connection with the preparation, negotiation, 
execution and delivery of the Loan Documents and Transaction Documents and 
the administration of the Loan Documents and Transaction Documents, the care 
and custody of any and all collateral, and any proposed modification, 
amendment, or consent relating thereto; and (ii) the Arrangers, the Agent, 
the Issuing Bank and each Participating Bank in connection with the 
enforcement (whether through negotiations, legal proceedings or otherwise) of 
this Agreement or any other Loan Document or Transaction Document.

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

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

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

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

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

(v)	by reason of any inaccuracy or alleged inaccuracy in any material 
respect, or any untrue statement or alleged untrue statement of any material 
fact, contained in any Official Statement, except to the extent contained in 
or arising from information in such Official Statement supplied in writing by 
and describing the Issuing Bank or any previous issuer of a letter of credit 
relating to the Bonds.

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

SECTION X.5.  Right of Set-off.  (a) Upon (i) the occurrence and during the 
continuance of any Event of Default and (ii) the taking of any action or the 
giving of any instruction by the Agent as specified by Section 8.02 hereof, 
the Issuing Bank and each Participating Bank are hereby authorized at any 
time and from time to time, to the fullest extent permitted by law, to set 
off and apply any and all deposits (general or special, time or demand, 
provisional or final) at any time held and other indebtedness at any time 
owing by the Issuing Bank or such Participating Bank to or for the credit or 
the account of the Account Party against any and all of the obligations of 
the Account Party now or hereafter existing under this Agreement in favor of 
the Issuing Bank or such Participating Bank, irrespective of whether or not 
the Issuing Bank or such Participating Bank shall have made any demand under 
this Agreement and although such obligations may be unmatured. The Issuing 
Bank and each Participating Bank agrees promptly to notify the Account Party 
after any such set-off and application provided that the failure to give such 
notice shall not affect the validity of such set-off and application.  The 
rights of the Issuing Bank and each Participating Bank under this Section are 
in addition to other rights and remedies (including, without limitation, 
other rights of set-off) which the Issuing Bank and/or such Participating 
Bank may have.

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

SECTION X.6.  Binding Effect; Assignments and Participants. (a) This 
Agreement shall become effective when it shall have been executed and 
delivered by the Account Party, the Agent, the Issuing Bank and each 
Participating Bank named on the signature pages to the Amendment and 
thereafter shall be binding upon and inure to the benefit of the Account 
Party, the Agent, the Issuing Bank and each Participating Bank and their 
respective successors and assigns, except that the Account Party shall not 
have the right to assign its rights hereunder or any interest herein without 
the prior written consent of the Issuing Bank and each Participating Bank, 
and the Issuing Bank may not assign its commitment to issue the Letter of 
Credit or its obligations under or in respect of the Letter of Credit.

(b)	Each Participating Bank may assign all or any portion of its rights 
under this Agreement, under the Letter of Credit or in any security 
hereunder, including, without limitation, any instruments securing the 
Account Party's obligations hereunder; provided that (i) no assignment by any 
Participating Bank may be made to any Person, other than to another 
Participating Bank, except with the prior written consent of the Issuing Bank 
and the Account Party (which consent in the case of the Account Party, (A) 
shall not be unreasonably withheld and (B) shall not be required if an Event 
of Default shall have occurred and be continuing and the Agent or the Issuing 
Bank shall have exercised any remedy described in clause (ii), (iii) or (v) 
of Section 8.02), (ii) any assignment shall be of a constant and not a 
varying percentage of all of the assignor's rights and obligations hereunder 
and (iii) the parties to each such assignment shall execute and deliver to 
the Agent a Participation Assignment, together with a processing fee of 
$2,500.  Upon receipt of a completed Participation Assignment and the 
processing fee, the Agent will record in a register maintained for such 
purpose the name of the assignee and the percentage participation interest 
assigned by the assignor and assumed by the assignee for purposes of the 
determination of such assignor's and assignee's respective Participation 
Percentages. Upon such execution, delivery, acceptance and recording, from 
and after the effective date specified in each Participation Assignment, 
which effective date shall be at least five Business Days after the execution 
thereof, the assignee shall, to the extent of such assignment, become a party 
hereto and have all of the rights and obligations of a Participating Bank 
hereunder and, to the extent of such assignment, such assigning Participating 
Bank shall be released from its obligations hereunder (without relieving such 
Participating Bank from any liability for damages, costs and expenses 
suffered by the Issuing Bank or the Account Party as a result of the failure 
by such Participating Bank to perform its obligations hereunder).

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

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

SECTION X.7.  Relation of the Parties; No Beneficiary. No term, provision or 
requirement, whether express or implied, of any Loan Document, or actions 
taken or to be taken by any party thereunder, shall be construed to create a 
partnership, association, or joint venture between such parties or any of 
them.  No term or provision of the Loan Documents shall be construed to 
confer a benefit upon, or grant a right or privilege to, any Person other 
than the parties hereto.

SECTION X.8.  Issuing Bank Not Liable.  As between the Agent, the Issuing 
Bank and the Participating Banks on the one hand, and the Account Party on 
the other, the Account Party assumes all risks of the acts or omissions of 
the Paying Agent, the Trustee and any other beneficiary or transferee of the 
Letter of Credit with respect to its use of the Letter of Credit. Neither the 
Agent, the Issuing Bank, any Participating Bank, nor any of their respective 
officers or directors shall be liable or responsible for: (a) the use which 
may be made of the Letter of Credit or any acts or omissions of the Paying 
Agent, the Trustee and any other beneficiary or transferee in connection 
therewith; (b) the validity, sufficiency or genuineness of documents, or of 
any endorsement thereon, even if such documents should prove to be in any or 
all respects invalid, insufficient, fraudulent or forged; (c) payment by the 
Issuing Bank against presentation of documents which do not comply with the 
terms of the Letter of Credit, including failure of any documents to bear any 
reference or adequate reference to the Letter of Credit; or (d) any other 
circumstances whatsoever in making or failing to make payment under the 
Letter of Credit, except that the Account Party shall have a claim against 
the Issuing Bank, and the Issuing Bank shall be liable to the Account Party, 
to the extent of any direct, as opposed to consequential, damages suffered by 
the Account Party which the Account Party proves were caused by (i) the 
Issuing Bank's willful misconduct or gross negligence, as determined by a 
court of competent jurisdiction, in determining whether documents presented 
under the Letter of Credit are genuine or comply with the terms of the Letter 
of Credit or (ii) the Issuing Bank's willful or grossly negligent failure, as 
determined by a court of competent jurisdiction, to make lawful payment under 
the Letter of Credit after the presentation to it by the Paying Agent of a 
draft and certificate strictly complying with the terms and conditions of the 
Letter of Credit.  In furtherance and not in limitation of the foregoing, the 
Issuing Bank may accept original or facsimile (including telecopy) sight 
drafts and accompanying certificates presented under the Letter of Credit 
that appear on their face to be in order, without responsibility for further 
investigation, regardless of any notice or information to the contrary.

SECTION X.9.  Confidentiality.  In connection with the negotiation and 
administration of this Agreement and the other Loan Documents, the Account 
Party has furnished and will from time to time furnish to the Agent, the 
Issuing Bank and the Participating Banks (each, a "Recipient") written 
information which is identified to the Recipient when delivered as 
confidential (such information, other than any such information which (i) was 
publicly available, or otherwise known to the Recipient at the time of 
disclosure, (ii) subsequently becomes publicly available other than through 
any act or omission by the Recipient or (iii) otherwise subsequently becomes 
known to the Recipient other than through a Person whom the Recipient knows 
to be acting in violation of his or its obligations to the Account Party, 
being hereinafter referred to as "Confidential Information").  The Recipient 
will not knowingly disclose any such Confidential Information to any third 
party (other than to those persons who have a confidential relationship with 
the Recipient), and will take all reasonable steps to restrict access to such 
information in a manner designed to maintain the confidential nature of such 
information, in each case until such time as the same ceases to be 
Confidential Information or as the Account Party may otherwise instruct.  It 
is understood, however, that the foregoing will not restrict the Recipient's 
ability to freely exchange such Confidential Information with prospective 
assignees of or participants in the Recipient's position herein, but the 
Recipient's ability to so exchange Confidential Information shall be 
conditioned upon any such prospective assignee's or participant's entering 
into an understanding as to confidentiality similar to this provision.  It is 
further understood that the foregoing will not prohibit the disclosure of any 
or all Confidential Information if and to the extent that such disclosure may 
be required (i) by a regulatory agency or otherwise in connection with an 
examination of the Recipient's records by appropriate authorities, (ii) 
pursuant to court order, subpoena or other legal process or (iii) otherwise, 
as required by law; in the event of any required disclosure under clause (ii) 
or (iii) above, the Recipient agrees to use reasonable efforts to inform the 
Account Party as promptly as practicable.

SECTION X.10.  Waiver of Jury Trial.  The Account Party, the Arrangers, the 
Agent, the Issuing Bank, and the Participating Banks each hereby irrevocably 
waives all right to trial by jury in any action, proceeding or counterclaim 
arising out of or relating to this Agreement or any other Loan Document, any 
Transaction Document or any other instrument or document delivered hereunder 
or thereunder.

SECTION X.11.  Governing Law.  This Agreement, the Amendment and the Pledge 
Agreement shall be governed by, and construed in accordance with, the laws of 
the State of New York.  The Account Party, the Arrangers, the Agent, the 
Issuing Bank and each Participating Bank each (i) irrevocably submits to the 
jurisdiction of any New York State Court or Federal court sitting in New York 
City in any action arising out of any Loan Document, (ii) agrees that all 
claims in such action may be decided in such court, (iii) waives, to the 
fullest extent it may effectively do so, the defense of an inconvenient forum 
and (iv) consents to the service of process by mail.  A final judgment in any 
such action shall be conclusive and may be enforced in other jurisdictions.  
Nothing herein shall affect the right of any party to serve legal process in 
any manner permitted by law or affect its right to bring any action in any 
other court.

SECTION X.12.  Execution in Counterparts.  This Agreement may be executed in 
any number of counterparts and by different parties hereto in separate 
counterparts, each of which when so executed shall be deemed to be an 
original and all of which taken together shall constitute one and the same 
agreement.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be 
executed by their respective officers thereunto duly authorized, as of the 
date first above written, such execution being conclusively evidenced by the 
execution and delivery by such parties of the Amendment to which this Amended 
and Restated Second Series D Letter of Credit and Reimbursement Agreement is 
attached.

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

					THE ACCOUNT PARTY:

					PUBLIC SERVICE COMPANY OF 
					  NEW HAMPSHIRE


					By: /S/David R. McHale

					     Title: Assistant Treasurer


					THE AGENT AND ISSUING BANK:
					BARCLAYS BANK PLC,
					  NEW YORK BRANCH,
					  as Agent and as Issuing Bank


					By: /S/ Managing Director


					THE PARTICIPATING BANKS:

					BARCLAYS BANK PLC, 
					  NEW YORK BRANCH


					By: /S/ SYDNEY DENNIS

					    Title: Managing Director 
					

					Address for Notices

					Barclays Bank PLC
					222 Broadway
					New York, New York 10038
					Attention:	Sydney Dennis
					Telephone:	(212) 412-2570
					Fax:		(212) 412-6709

					SWISS BANK CORPORATION, 
					  STAMFORD BRANCH


					By: /S/ WILLIAM A. ROCHE

					     Title: Director

By: /S/ DAVID C. HEMINGWAY
					     Title: Director


				
					Address for Notices

					Swiss Bank Corporation
					677 Washington Boulevard
Stamford, Connecticut   06912
					
					Attention:	Darryl M. Monasebian
					Telephone:	(203) 819-8005
					Fax:		(203) 819-8610

					BANK OF AMERICA NATIONAL 
					 TRUST AND SAVINGS ASSOCIATION


					By: /S/ VERN HOWARD

					     Title: Managing Director

					

					Address for Notices

					Bank of America NT & SA
					555 California Street
					San Francisco, California 94104
					Attention:	Vern Howard
					Telephone:	(415) 953-0590
					Fax:		(415) 622-0632

					LTCB TRUST COMPANY


					By: /S/ GREGORY L. HONG

					     Title: Senior Vice President

					

					Address for Notices

					LTCB Trust Company
					165 Broadway, 49th Floor
					New York, New York 10006
					Attention:	Gregory H. Hong
					Telephone:	(212) 335-4534
					Fax:		(212) 608-2371

TORONTO DOMINION (NEW YORK), INC.


					By: /S/ DEBBIE A. GREENE

					     Title: Vice President

					

					Address for Notices

					The Toronto-Dominion Bank
					909 Fannin Street, Suite 1700
					Houston, Texas 77010
					Attention:	Debbie Greene
					Telephone:	(713) 653-8250
					Fax:		(713) 951-9921

					UNION BANK OF CALIFORNIA


					By: /S/ KARYSSA M. BRITTON

					     Title: Vice President

					

					Address for Notices

					Union Bank of California
					445 S. Figueroa Street, 15th Floor
					Los Angeles, CA 90071
					Attention:	John M. Edmonston
					Telephone:	(213) 236-5809
					Fax:		(213) 236-4096

					THE BANK OF NOVA SCOTIA


					By: /S/FRAN PITCHLEY

					     Title:

					

					Address for Notices

					The Bank of Nova Scotia
					28 State Street, 17th Floor
					Boston, Massachusetts 02109
					Attention:	Paula A. MacDonald 
					Telephone:	(617) 624-7613
					Fax:		(617) 624-7607

					THE CHASE MANHATTAN BANK


					By: /S/ PAUL V. FARRELL

					     Title: Vice President

			

					Address for Notices

					The Chase Manhattan Bank
					270 Park Avenue
					New York, New York 10017
					Attention:	Paul V. Farrell
					Telephone:	(212) 270-7653
					Fax:		(212) 270-3089

					CITIBANK, N.A.


					By: /S/ ROBERT J. HARRITY, JR.

					     Title: Managing Director

					

					Address for Notices

					Citibank, N.A.
					399 Park Avenue
4th Floor, Zone 20
					New York, New York 10043
					Attention:	Robert J. Harrity, Jr.
					Telephone:	(212) 559-6482
					Fax:		(212) 793-6130

BANKBOSTON, N.A.


					By: /S/ MICHAEL M. PARKER

					     Title: Managing Director

					

					Address for Notices

					BankBoston, N.A.
					100 Federal Street, M/S 01-08-04
					Boston, MA 02110
					Attention:	Michael M. Parker
					Telephone:	(617) 434-7829
					Fax:		(617) 434-3652

THE FIRST NATIONAL BANK OF CHICAGO


					By: /S/ MADELEINE N. PEMBER

					     Title: Assistant Vice President

					

					Address for Notices

					The First National Bank of Chicago
					One First National Plaza, Suite 0363
					Chicago, Illinois 60670
					Attention:	Kenneth J. Bauer
					Telephone:	(312) 732-6282
					Fax:		(312) 732-3055

					THE FUJI BANK, LIMITED


					By: /S/ RAYMOND VENTURA

					     Title: Vice President & Manager


					  

					Address for Notices

					The Fuji Bank, Limited
					Two World Trade Center
					New York, New York 10048
					Attention:	Michael Gebauer
					Telephone:	(212) 898-2064
					Fax:		(212) 321-9407

					THE INDUSTRIAL BANK OF JAPAN 
					  TRUST COMPANY


					By: /S/ JOHN DIPPO

					     Title: Senior Vice President

					

					Address for Notices

					The Industrial Bank of Japan Trust Company
					1251 Avenue of the Americas
					New York, New York 10020-1104
					Attention:	John Cunningham
					Telephone:	(212) 282-3411
					Fax:		(212) 282-4988

					THE NIPPON CREDIT BANK, LTD.


					By: /S/ KOICHI SUNAGAWA

					     Title: Representative


					

					Address for Notices

					The Nippon Credit Bank, Ltd.
					101 East 52nd Street, 14th Floor
					New York, New York 10022
					Attention:	Koichi Sunagawa
					Telephone:	(212) 751-7330
					Fax:		(212) 751-0987

					FLEET NATIONAL BANK


					By: /S/ DANIEL D. BUTLER

					     Title: Vice President 

					

					Address for Notices

					Fleet Bank
					40 Westminster Street 
					Mail Stop: RI OP T05A
Providence, Rhode Island 02903-4963
					Attention:	Fred N. Manning
					Telephone:	(401) 459-4845
					Fax:		(401) 459-4963

					SOCIETE GENERALE


					By: /S/GORDON EADON

					     Title:VICE PRESIDENT


										

					Address for Notices

					Societe Generale
					1221 Avenue of the Americas
					New York, New York 10020
					Attention: Gordon Eadon
					Telephone:	(212) 278-6880
					Fax: 		(212) 278-7430
					THE SUMITOMO BANK, LIMITED,
					  NEW YORK BRANCH


					By: /S/ KAZUYOSHI OGAWA

					     Title: Joint General Manager

					

					Address for Notices

					The Sumitomo Bank, Limited,
					New York Branch
					277 Park Avenue
					New York, New York 10172
					Attention:	J. Bruce Meredith
					Telephone:	(212) 244-4129
					Fax:		(212) 224-5188

					MELLON BANK, N.A.


					By: /S/ KURT HEWETT

					     Title: Vice President

					

					Address for Notices

					Mellon Bank, N.A.
					One Mellon Bank Center, Room 4425
					Pittsburgh, Pennsylvania 15258
					Attention:	Kurt Hewett
					Telephone:	(412) 234-7355
					Fax:		(412) 234-0286

					CREDIT LYONNAIS (NEW YORK)


By: /S/ ALAN SIDRANE

					     Title: Senior Vice President

					

					Address for Notices

					Credit Lyonnais (New York)
					1301 Avenue of the Americas
					New York, New York 10019
					Attention:	David Bonington
					Telephone:	(212) 261-7861
					Fax:		(212) 261-3259
THE YASUDA TRUST AND BANKING
					  CO., LTD., NEW YORK BRANCH


					By: /S/ ROHN LAUDENSCHLAGER

					     Title: Senior Vice President


					

					Address for Notices

					The Yasuda Trust and Banking Co., Ltd.,
					New York Branch
					666 Fifth Avenue, Suite 801
					New York, New York 10103
					Attention:	Rohn Laudenschlager
					Telephone:	(212) 373-5713
					Fax:  		(212) 373-5796