STANDBY BOND PURCHASE AGREEMENT

                     Dated as of October 24, 2000

                                among

                THE CONNECTICUT LIGHT AND POWER COMPANY,

                       THE PARTICIPATING BANKS

                                and

                       THE BANK OF NEW YORK,

                        as Purchasing Bank

                        THE BANK OF NEW YORK

                        Administrative Agent

                     BNY CAPITAL MARKETS, INC.

                  Lead Arranger and Book Manager









                                TABLE OF CONTENTS

ARTICLE I

DEFINITIONS

Section 1.01 Certain Defined Terms.
Section 1.02 Accounting Terms and Determinations.
Section 1.03 Basis for Ratings.
Section 1.04 Interpretation.

ARTICLE II

standby bond purchase facility

Section 2.01 Purchase of Unremarketed Bonds.
(a) Commitment to Purchase Unremarketed Bonds.
(b) Manner of Purchase.
Section 2.02 Purchased Bonds as Bank Bonds; Bank Rate.
Section 2.03 Redemption of Bank Bonds.
Section 2.04 Remarketing of Bank Bonds.
Section 2.05 Application of Payments on Bank Bonds.
Section 2.06 Repayment and Prepayment of Disbursements.
(a) Scheduled Repayments.
(b) Optional Prepayments.
(c) Mandatory Prepayments.
(d) Transfer of Excess Bank Bonds.
Section 2.07 Interest on Disbursements and Other Amounts.
(a) Interest Rate Options.
(b) Applicable Rates.
(c) Overdue Amounts.
(d) Payment Dates.
Section 2.08 Commitment Fee.
Section 2.09 Computation of Interest and Fees; Maximum
             Interest Rate.
Section 2.10 Reduction or Termination of Commitment.
(a)   Reduction upon Retirement of Bank Bonds.
(b) Reduction upon Conversion of Bank Bonds.
(c) Optional Termination by the Company.
(d) Reduction or Termination of Participation Amounts.
Section 2.11 Basis for Determining Interest Rate
             Inadequate or Unfair.
Section 2.12 Illegality.
Section 2.13 Increased Costs.
Section 2.14 Capital Adequacy.
Section 2.15 Funding Losses.
Section 2.16 Payments.
Section 2.17 Distribution of Payments by the Purchasing Bank.
Section 2.18 Sharing of Recoveries.

ARTICLE III

CONDITIONS PRECEDENT

Section 3.01 Conditions Precedent Subject to Fulfillment on the Closing
             Date.
Section 3.02 Additional Conditions Precedent Subject to Fulfillment on
             the Closing Date.
Section 3.03 Conditions Subject to Fulfillment on Each Purchase Date.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES29
Section 4.01 Organization.
Section 4.02 Authorization.
Section 4.03.Enforceability.
Section 4.04 Approvals.
Section 4.05 Financial Information.
Section 4.06 Litigation.
Section 4.07 Reoffering Circular.
Section 4.08 Environmental Matters.
Section 4.09 Investment Company Act.
Section 4.10 Public Utility.
Section 4.11 All Other Representations and Warranties Accurate.

ARTICLE V

COVENANTS

Section 5.01 Further Assurances.
Section 5.02 Maintenance of Remarketing Agent.
Section 5.03 Amendments to Related Documents.
Section 5.04 Offering Circular.
Section 5.05 Remarketing.
Section 5.06 Substitute Liquidity Facility.
Section 5.07 Remarketing Agent.
Section 5.08 Entry into Conflicting Agreements; Performance of Related
             Documents.
Section 5.09 Financial Statements.
Section 5.10 Certificates; Other Information.
Section 5.11 Payment of Obligations.
Section      5.12 Conduct of Business; Maintenance of Existence; Compliance with
             Obligations and Laws; Merger.
Section 5.13 Maintenance of Property; Insurance.
Section 5.14 Inspection; Books and Records; Discussions.
Section 5.15 Notices.

ARTICLE VI

EVENTS OF DEFAULT; REMEDIES

Section 6.01 Events of Default.
Section 6.02 Remedies.
(a)   Events of Suspension.
(b)   Events of Termination.
(c)   Other Remedies.
(d) Direction by Required Banks.

ARTICLE VII

MISCELLANEOUS
Section 7.01 Amendments, Etc.
Section 7.02 Notices, Etc.
Section 7.03 No Implied Waiver: Remedies Cumulative.
Section 7.04 Indemnification.
Section 7.05 Limitation of Liability.
Section 7.06 Costs, Expenses and Taxes.
Section 7.07 Binding Effect; Assignment; Participations.
Section 7.08 Set-Off.
Section 7.09 Severability.
Section 7.10 Governing Law.
Section 7.11 Jurisdiction; Service of Process;  Waiver of
             Jury Trial.
Section 7.12 Survival of Representations and Warranties.
Section 7.13 Entirety.
Section 7.14 Execution in Counterparts.
Section 7.15 Headings.
Section 7.16 Effectiveness.
Section 7.17 Confidentiality.
Section 7.18 Purchasing Bank's Rights and Responsibilities.
Section 7.19 Reimbursement and Indemnification by
             Participating Banks.
Section 7.20 Participating Banks' Obligations Absolute.
Section 7.21 Beneficiaries.




ANNEX A - Participating Banks, Lending Offices and Notice Addresses EXHIBIT 2.01
- Form of Purchase Certificate EXHIBIT 2.06 - Form of Notice of Prepayment
EXHIBIT 2.07 - Form of Notice of Interest Rate Election EXHIBIT 2.16 - Form of
Non-US Bank Certificate EXHIBIT 7.07(b) - Form of Joinder Agreement EXHIBIT
7.07(c) - Form of Assignment and Acceptance



STANDBY BOND PURCHASE AGREEMENT

This STANDBY BOND PURCHASE AGREEMENT, dated as of October 24, 2000, among THE
CONNECTICUT LIGHT AND POWER COMPANY, a Connecticut corporation, the
PARTICIPATING BANKS and THE BANK OF NEW YORK, as Purchasing Bank.

W I T N E S S E T H :

WHEREAS, pursuant to the Indenture (such term and all other capitalized terms
used in these recitals having the meanings set forth or referred to in Section
1.01), the Issuer has issued the Bonds;

WHEREAS, the payment of the principal of and interest (at a rate per annum not
in excess of 18 percent) on the Bonds (including Unremarketed Bonds purchased by
the Purchasing Bank pursuant to this Agreement) is insured by the Bond Insurance
Policy issued by the Bond Insurer for the benefit of the holders from time to
time of the Bonds (including the Purchasing Bank);

WHEREAS, in order to provide liquidity support for the Bonds, the Company has
requested the Purchasing Bank to agree to purchase Unremarketed Bonds from time
to time and has requested the Participating Banks to participate in the
Purchasing Bank's obligation to make such purchases, all in accordance with the
terms and conditions hereof; and

WHEREAS, the Purchasing Bank is willing to agree to so purchase Unremarketed
Bonds and the Participating Banks are willing to agree to so participate in such
purchase obligation, all in accordance with the terms and conditions hereof;

NOW, THEREFORE, the parties hereto agree as follows:


ARTICLE I

DEFINITIONS

Section 1.01  Certain Defined Terms.

The following terms, as used herein, have the following meanings:

"Adjusted London Interbank Offered Rate" means, in regards to any Interest
Period, a rate per annum equal to the quotient (rounded upward, if necessary, to
the next higher 1/100 of 1 percent) obtained by dividing (a) the applicable
London Interbank Offered Rate by (b) 1.00 minus the Euro-Dollar Reserve
Percentage. The Adjusted London Interbank Offered Rate shall be adjusted
automatically on and as of the effective date of any change in the Euro-Dollar
Reserve Percentage.

"Affiliate" means, with respect to any Person, any other Person directly or
indirectly controlling (including all directors and officers of such Person),
controlled by, or under direct or indirect common control with, such Person. A
Person shall be deemed to control another entity if such Person possesses,
directly or indirectly, the power to direct or cause the direction of the
management and policies of such entity, whether through the ownership of voting
securities, by contract or otherwise.

"Agreement" means this Standby Bond Purchase Agreement.

"Applicable Law" means (a) all applicable common law and principles of equity
and (b) all applicable provisions of all (i) constitutions, statutes, rules,
regulations and orders of governmental bodies, (ii) Governmental Approvals and
Governmental Registrations and (iii) orders, decisions, judgments and decrees.

"Applicable Lending Office" means, with respect to a Bank, (a) in the case of
its Domestic Disbursement Participations, its Domestic Lending Office and (b) in
the case of its Euro-Dollar Disbursement Participations, its Euro-Dollar Lending
Office.

"Applicable Margin" means, with respect to any Euro-Dollar Disbursement on any
date, (a) for any date occurring prior to the Stated Expiration Date:

(i) if either the Company's senior secured debt or the Bond Insurer's long- term
debt or claims paying ability is rated either A- or higher by S and P or A3 or
higher by Moody's, 0.350 percent per annum;

(ii) if clause (i) does not apply but either the Company's senior secured debt
or the Bond Insurer's long-term debt or claims paying ability is rated either
BBB+ or higher by S and P or Baa1 or higher by Moody's, 0.500 percent per annum;
and

(iii)  if neither clause (i) nor clause (ii) applies, 0.875 percent per
annum; and

(b) for any date occurring on or after the Stated Expiration Date, the rate per
annum that would otherwise be applicable pursuant to clause (a) above plus 0.50
percent.

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

"Assignment and Acceptance" means an assignment and acceptance agreement in the
form of Exhibit 7.07(c) with such variations as shall be acceptable to the
Persons whose consent is required therefor under Section 7.07(c).

"Available Interest Commitment" means, at any time, (a) the amount of the
Interest Commitment at such time less (b) the aggregate principal amount of
Interest Disbursements outstanding at such time.

"Available Principal Commitment" means, at any time, (a) the amount of the
Principal Commitment at such time less (b) the aggregate principal amount of
Principal Disbursements outstanding at such time.

"Bank Bond" means any Unremarketed Bond or portion thereof purchased by the
Purchasing Bank pursuant to Section 2.01 that has not been (a) resold by the
Purchasing Bank pursuant to Section 2.04, (b) transferred to the Company
pursuant to Section 2.06(d), or (c) redeemed, cancelled, defeased or otherwise
retired in accordance with the Indenture.

"Bank Information" has the meaning assigned to that term in Section 7.04(a).

"Bank Rate" means, for any day, with respect to any Bank Bond, the rate per
annum necessary to produce an interest accrual on such Bank Bond for such day
equal to daily interest at a rate per annum equal to the Base Rate for such day
(or with respect to any overdue amount, the Base Rate for such day plus 2
percent per annum) on an amount equal to the sum of (a) the principal amount of
such Bank Bond as of such date plus (b) the unpaid principal amount as of such
date of any Interest Disbursement made as part of the Purchase Price for such
Bank Bond.

"Banks" means each of the Participating Banks and the Purchasing Bank.

"Base Rate" means, for any day, an interest rate per annum equal to the greater
of (a) the Prime Rate in effect for such day or (b) the sum of the Federal Funds
Rate in effect for such day plus 0.50 percent.

"Bond Documents" means the Bonds, the Indenture, the Loan Agreement and the
Mortgage Bond Documents.

"Bond Insurance Policy" means the municipal bond insurance policy issued by the
Bond Insurer (including any riders and endorsements thereto) with respect to the
Bonds, as such insurance policy may be amended, modified or supplemented from
time to time.

"Bond Insurer" means (a) AMBAC Assurance Corporation, a Wisconsin stock
insurance company, and (b) any other insurance or indemnity company or other
type of financial institution that either replaces AMBAC Assurance Corporation
as "Bond Insurer" under and as defined in the Indenture or is provided as an
additional "Bond Insurer" under and as defined in the Indenture.

"Bond Insurer Event of Insolvency" means the occurrence of one or more of the
following events: (a) the issuance of an order of rehabilitation, liquidation or
dissolution of the Bond Insurer; (b) the commencement by the Bond Insurer of a
voluntary case or other proceeding seeking rehabilitation, dissolution,
liquidation, reorganization or other relief with respect to itself or its debts
under any bankruptcy, insolvency or other similar law now or hereafter in
effect, including the appointment of a trustee, receiver, liquidator, custodian
or other similar official for itself or any substantial part of its property;
(c) the consent of the Bond Insurer to, or the acquiescence by the Bond Insurer
in, any case or proceeding described in the preceding clause (b) that is
commenced against it; (d) the making by the Bond Insurer of a general assignment
for the benefit of creditors; (e) the failure of the Bond Insurer, or the
admission by the Bond Insurer in writing of its inability, generally to pay its
debts or claims as they become due; (f) the initiation by the Bond Insurer of
any action to authorize any of the foregoing; (g) the commencement of an
involuntary case or other proceeding against the Bond Insurer seeking
liquidation, reorganization or other relief with respect to it or its debts
under any bankruptcy, insolvency or other similar law now or hereafter in effect
or seeking the appointment of a trustee, receiver, liquidator, custodian or
other similar official of it or any substantial part of its property, and such
involuntary case remaining undismissed and unstayed for a period of 60 days; or
(h) the entering of an order for relief against the Bond Insurer under the
federal bankruptcy laws as now or hereafter in effect.

"Bond Insurer Potential Insolvency" means any event or condition that would
become a Bond Insurer Event of Insolvency under clause (g) of the definition
thereof after the lapse of the 60-day period referred to in such clause (g).

"Bonds" means the 62,000,000 dollars Pollution Control Revenue Bonds (The
Connecticut Light and Power Company Project - 1996A Series) authorized and
issued pursuant to Section 2.3 of the Indenture. The term "Bonds" includes
Unremarketed Bonds and Bank Bonds.

"Closing Date" means October 24, 2000.

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

"Combined Available Commitment" means, on any date, an amount equal to the sum
of (a) the Available Principal Commitment as in effect on such date and (b) the
Available Interest Commitment as in effect on such date.

"Commitment" means, as the context may require, (a) the Principal Commitment and
the Interest Commitment or (b) the Purchasing Bank's obligation to purchase
Unremarketed Bonds pursuant Section 2.01 in amounts limited thereby.

"Commitment Fee Rate" means, for any day:

(a) if either the Company's senior secured debt or the Bond Insurer's long- term
debt or claims paying ability is rated either A- or higher by S and P or A3 or
higher by Moody's, 0.150 percent per annum;

(b) if clause (a) does not apply but either the Company's senior secured debt or
the Bond Insurer's long-term debt or claims paying ability is rated either BBB+
or higher by S and P or Baa1 or higher by Moody's, 0.175 percent per annum; and

(c)  if neither clause (a) nor clause (b) applies, 0.225 percent per annum.

"Commitment Fees" means fees payable pursuant to Section 2.08.

"Commitment Termination Date" means the earliest to occur of the following
dates: (a) the Stated Expiration Date, (b) the date on which the Commitment is
reduced to zero or terminated in accordance with Section 2.10, or (c) the date
on which the Commitment is terminated in accordance with Section 6.02(b).

"Company" means The Connecticut Light and Power Company, a Connecticut
corporation.

"Company Disclosure Documents" means the Company's Annual Report on Form 10-K
for the fiscal year ended December 31, 1999, the Company's Quarterly Report on
Form 10-Q for the period ended June 30, 2000, and the Company's Current Reports
on Form 8-K dated December 2, 1999 and March 14, 2000.

"Contaminant" means any waste, pollutant, hazardous substance, toxic substance,
hazardous waste, special waste, industrial substance or waste, petroleum or
petroleum-derived substance or waste, or any constituent of any such substance
or waste, including any such substance regulated under any Environmental Law.

"Daily Mode" has the meaning ascribed to such term in the Indenture.

"Default" means any condition or event that constitutes an Event of Default or
that, with the giving of notice or lapse of time or both would, unless cured or
waived, become an Event of Default.

"Disbursement" means an amount transferred by the Purchasing Bank to the Paying
Agent pursuant to Section 2.01(b)(i) for the purpose of paying the Purchase
Price of Unremarketed Bonds. Any amount so transferred shall constitute a
Disbursement regardless of whether such amount is used by the Paying Agent to
purchase Unremarketed Bonds on the specified Purchase Date.

"Disbursement Group" means at any time a group of Disbursements consisting of
(a) all Disbursements that are Domestic Disbursements at such time or (b) all
Disbursements that are Euro-Dollar Disbursements having the same Interest Period
at such time.

"Disbursement Participation" means (a) with respect to the Purchasing Bank, such
Bank's retained interest in a Disbursement and (b) with respect to a
Participating Bank, such Bank's participation interest in such Disbursement.

"Domestic Business Day" means any day except a Saturday, Sunday or other day on
which commercial banks in New York, New York are authorized or required by law
to close.

"Domestic Disbursement" means a Disbursement that bears interest on the basis of
the Base Rate in accordance with Section 2.07(b).

"Domestic Disbursement Participation" means a Disbursement Participation in a
Domestic Disbursement.

"Domestic Lending Office" of any Bank means (a) (i) in the case of the
Purchasing Bank, the Purchasing Bank's office located at One Wall Street, New
York, New York and (ii) in the case of a Participating Bank, the branch or
office of such Bank set forth below such Bank's name under the heading

"Domestic Lending Office" on Annex A or, in the case of a Participating Bank
that became a Participating Bank pursuant to Section 7.07(b) or (c), the branch
or office of such Bank designated as its "Domestic Lending Office" in the
Joinder Agreement or Assignment and Acceptance pursuant to which such Bank
became a Participating Bank or (b) in the case of any Bank, such other branch or
office of such Bank designated by such Bank from time to time as the branch or
office at which its Domestic Disbursement Participations are to be made or
maintained.

"Enacted", as applied to a Regulatory Change, means the date such Regulatory
Change first becomes effective or is implemented or first required or expected
to be complied with, whether the same is (a) the result of an enactment by a
government or any agency or political subdivision thereof, a determination of a
court or regulatory authority, a request or directive of a regulatory authority,
or otherwise or (b) enacted, adopted, issued or proposed before or after the
Closing Date.

"Environmental Laws" means any and all Applicable Laws relating to the
environment or to emissions, discharges or releases of Contaminants into the
environment including, ambient air, surface water, ground water or land, or
otherwise relating to the manufacture, processing, distribution, use, treatment,
storage, disposal, transport or handling of Contaminants or the clean-up or
other remediation thereof.

"Environmental Liabilities and Costs" means all liabilities, obligations,
responsibilities, obligations to conduct Remedial Actions, losses, damages,
punitive damages, consequential damages, treble damages, costs and expenses
(including all reasonable fees, disbursements and expenses of counsel, expert
and consulting fees and costs of investigations and feasibility studies), fines,
penalties, and monetary sanctions, interest, direct or indirect, known or
unknown, absolute or contingent, past, present or future, resulting from any
claim or demand, by any Person, whether based in contract, tort, implied or
express warranty, strict liability, criminal or civil statute, including any
Environmental Law, arising from on-site environmental, health or safety
conditions, or the Release or threatened Release of a Contaminant into the
environment, as a result of past, present or future operations of the Company or
any previous owners or lessees of any of its properties.

"ERISA" means the Employee Retirement Income Security Act of 1974 and the rules
and regulations issued thereunder, as from time to time in effect.

"ERISA Affiliate" means any trade or business (whether or not incorporated) that
is a member of a group of (a) organizations described in Section 414(b) or (c)
of the Code and (b) solely for purposes of potential liability under Section
302(c)(11) of ERISA and Section 412(c)(ii) of the Code and the Lien created
under Section 302(f) of ERISA and under Section 412(n) of the Code,
organizations described in Section 414(m) or (o) of the Code of which the
Company is a member.

"ERISA Termination Event" means, with respect to any Plan, (a) any Reportable
Event with respect to such Plan, (b) the termination of such Plan, or the filing
of notice of intent to terminate such Plan, or the treatment of any amendment to
such Plan as a termination under ERISA Section 4041, (c) the institution of
proceedings to terminate such Plan under ERISA Section 4042 or (d) the
appointment of a trustee to administer such Plan under ERISA Section 4042.

"Euro-Dollar Business Day" means any Domestic Business Day on which commercial
banks are open for international business (including dealings in dollar
deposits) in the London interbank market.

"Euro-Dollar Disbursement" means a Disbursement that bears interest on the basis
of an Adjusted London Interbank Offered Rate in accordance with Section 2.07(b).

"Euro-Dollar Disbursement Participation" means a Disbursement Participation in a
Euro-Dollar Disbursement.

"Euro-Dollar Lending Office" of any Bank means (a) (i) in the case of the
Purchasing Bank, the Purchasing Bank's office located at One Wall Street, New
York, New York and (ii) in the case of a Participating Bank, the branch or
office of such Bank set forth below such Bank's name under the heading "Euro-
Dollar Lending Office" on Annex A or, in the case of a Participating Bank that
became a Participating Bank pursuant to Section 7.07(b) or (c), the branch or
office of such Bank designated as its "Euro-Dollar Lending Office" in the
Joinder Agreement or Assignment and Acceptance pursuant to which such Bank
became a Participating Bank or (b) in the case of any Bank, such other branch or
office of such Bank designated by such Bank from time to time as the branch or
office at which its Euro-Dollar Participations are to be made or maintained.

"Euro-Dollar Reserve Percentage" means for any day that percentage (expressed as
a decimal) which is in effect on such day, as prescribed by the Board of
Governors of the Federal Reserve System (or any successor) for determining the
maximum reserve requirement for a member bank of the Federal Reserve System in
New York City with deposits exceeding five billion dollars in respect of
"Eurocurrency liabilities" (or in respect of any other category of liabilities
that includes deposits by reference to which the interest rate on Euro-Dollar
Disbursements is determined or any category of extensions of credit or other
assets that includes loans by a non-United States office of the Purchasing Bank
to United States residents).

"Event of Default" has the meaning set forth in Section 6.01.

"Event of Suspension" has the meaning set forth in Section 6.02(a).

"Event of Termination" or "event of termination" has the meaning set forth in
Section 6.02(b).

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

"First Mortgage Bonds" means the 1996 Series B First Mortgage Bonds issued by
the Company and delivered to the Trustee.

"First Mortgage Indenture" means the Indenture of Mortgage and Deed of Trust,
dated as of May 1, 1921, between the Company and Bankers Trust Company, as
trustee.

"Fixed Rate Mode" has the meaning ascribed to such term in the Indenture.

"Flexible Mode" has the meaning ascribed to such term in the Indenture.

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

"GAAP" means generally accepted accounting principles in the United States in
effect from time to time, as applied to a regulated utility.

"Governmental Approval" means any authorization, consent, approval, license (or
the like) or exemption (or the like) of any Governmental Authority.

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

"Governmental Registration" means any registration or filing (or the like) with,
or report or notice (or the like) to, any Governmental Authority.

"Indenture" means the Amended and Restated Indenture of Trust, dated as of May
1, 1996, as amended and restated as of January 1, 1997, between the Issuer and
State Street Bank and Trust Company (successor to Fleet National Bank), as
trustee.

"Interest Commitment" means 918,000 dollars (calculated on the basis of an
assumed rate of 12 percent per annum for 45 days on the initial Principal
Commitment), as such amount may be reduced from time to time pursuant to Section
2.10. Any termination of the Commitment shall be deemed to reduce the Interest
Commitment to zero.

"Interest Disbursement" means a Disbursement made for the purpose of paying that
portion of the Purchase Price for Unremarketed Bonds corresponding to accrued
and unpaid interest thereon.

"Interest Payment Date" means the first day of each month.

"Interest Period" means, with respect to each Euro-Dollar Disbursement, a period
commencing on the date specified in the applicable Notice of Interest Rate
Election and ending one, two, three or six months thereafter, as the Company may
elect in such Notice of Interest Rate Election; provided that (a) any Interest
Period that would otherwise end on a day that is not a Euro- Dollar Business Day
shall be extended to the next succeeding Euro-Dollar Business Day unless such
day falls in another calendar month, in which case such Interest Period shall
end on the next preceding Euro-Dollar Business Day; and (b) any Interest Period
that begins on the last Euro-Dollar 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 Euro-Dollar Business Day
of a calendar month.

"Issuer" means the Connecticut Development Authority.

"Joinder Agreement" means a joinder agreement in the form of Exhibit 7.07(b)
with such variations as shall be acceptable to the Persons whose consent is
required therefor under Section 7.07(b).

"Lead Arranger" means BNY Capital Markets, Inc.

"Lien" means any mortgage, pledge, title retention agreement, lien, claim,
charge, encumbrance or security interest.

"Loan Agreement" means the Amended and Restated Loan Agreement, dated as of May
1, 1996, as amended and restated as of January 1, 1997, between the Issuer and
the Company.

"London Interbank Offered Rate" means, in regards to any Interest Period, the
rate per annum (rounded upward, if necessary, to the next higher 1/16 of 1
percent) at which deposits in U.S. dollars are offered to the Purchasing Bank in
the London interbank market at approximately 11:00 a.m. (London time) two
Euro-Dollar Business Days before the first day of such Interest Period in an
amount approximately equal to the principal amount of the Euro-Dollar
Disbursement to which such Interest Period is to apply and for a period of time
comparable to such Interest Period.

"Materially Adverse Effect" means, relative to any occurrence of whatever nature
(including any adverse determination in any litigation, arbitration, or
governmental investigation or proceeding), a materially adverse effect on (a)
the consolidated business, assets, revenues, financial condition, results of
operations, operations, or prospects of the Company and its Subsidiaries; (b)
the ability of the Company to make any payment when due under this Agreement or
to perform any of its other obligations hereunder or under the Related
Documents; or (c) the legality, validity, binding nature or enforceability of
this Agreement or any of the Related Documents.

"Maximum Interest Rate" means, with respect to interest payable on any amount,
the rate of interest on such amount that, if exceeded, could, under Applicable
Law, result in (a) civil or criminal penalties being imposed upon the payee or
(b) the payee's being unable to enforce payment of (or, if collected, retain)
all or any part of such amount or the interest payable thereon.

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

"Mortgage Bond Documents" means the First Mortgage Bonds, the First Mortgage
Indenture (to the extent relating to the issuance of the First Mortgage Bonds)
and any supplemental indenture or indentures pursuant to which the Company
creates, issues and delivers to the Trustee its First Mortgage Bonds.

"Multiannual Mode" has the meaning ascribed to such term in the Indenture.

"Multiemployer Plan" means a multiemployer plan as defined in Section 4001(a)(3)
of ERISA to which the Company or any ERISA Affiliate is making or accruing an
obligation to make contributions, or has within any of the preceding five plan
years made or accrued an obligation to make contributions.

"Non-US Bank" means a Person that is not a United States Person and that is not
described in Section 881(c)(3) of the Code.

"Non-US Bank Certificate" means a certificate in the form of Exhibit 2.16.

"Notice of Interest Rate Election" means a notice in the form of Exhibit 2.07.

"Notice of Prepayment" means a notice in the form of Exhibit 2.06.

"NU" means Northeast Utilities.

"Offering Circular" means any offering circular or other document (whether
preliminary or final) used in connection with the offering and sale or the
re-offering and re-sale or remarketing of the Bonds, including the Reoffering
Circular.

"Parent" means, with respect to a Bank, any Person controlling such Bank.

"Participating Bank" means (a) any Person listed on Annex A and (b) any Person
that is granted a Participation Interest by the Purchasing Bank pursuant to
Section 7.07(b) or is assigned a Participation Interest by a Participating Bank
pursuant to Section 7.07(c).

"Participation Amount" of any Participating Bank means the amount set forth
opposite such Participating Bank's name under the heading "Participation Amount"
on Annex A or, in the case of a Participating Bank that became a Participating
Bank pursuant to Section 7.07(b) or (c), the Participation Amount granted or
assigned to such Participating Bank, in any case, as the same may be reduced
from time to time pursuant to Section 2.10(d) or reduced or increased from time
to time pursuant to assignments in accordance with Section 7.07(c).

"Participation Interests" means, with respect to a Participating Bank, such
Participating Bank's participation interests in the Commitment and outstanding
Disbursements.

"Participation Share" means, at any time, (a) so long as the Commitment has not
expired or been terminated, (i) with respect to the Purchasing Bank, the
percentage equivalent of a fraction, the numerator of which shall be the amount
of the Commitment at such time reduced by the sum of all of the Participating
Banks' Participation Amounts at such time and the denominator of which shall be
the amount of the Commitment at such time, and (ii) with respect to a
Participating Bank, the percentage equivalent of a fraction, the numerator of
which shall be such Participating Bank's Participation Amount at such time and
the denominator of which shall be the amount of the Commitment at such time, and
(b) at any time after the Commitment has expired or been terminated, (i) with
respect to the Purchasing Bank, the percentage equivalent of a fraction, the
numerator of which shall be the amount of the aggregate principal amount of
outstanding Disbursements at such time reduced by the sum of all of the
Participating Banks' Participation Interests in the principal of outstanding
Disbursements at such time and the denominator of which shall be the aggregate
principal amount of outstanding Disbursements at such time, and (ii) with
respect to a Participating Bank, the percentage equivalent of a fraction, the
numerator of which shall be the aggregate amount of such Participating Bank's
Participation Interests in the principal of outstanding Disbursements at such
time and the denominator of which shall be the amount of the aggregate principal
amount of Disbursements at such time.

"Paying Agent" has the meaning ascribed to such term in the Indenture.

"PBGC" means the Pension Benefit Guaranty Corporation or any Person succeeding
to any or all of its functions under ERISA.

"Person" means an individual, a corporation, a partnership, a limited liability
company, an association, a trust or any other entity or organization, including
a government or political subdivision or an agency or instrumentality thereof.

"Plan" means any employee pension benefit plan (other than a Multiemployer Plan)
subject to the provisions of Title IV of ERISA that is maintained for current or
former employees, or any beneficiaries thereof, of the Company or any ERISA
Affiliate.

"Prime Rate" means the rate of interest publicly announced by The Bank of New
York in New York City from time to time as its prime commercial lending rate
(which rate is a reference rate and not necessarily the lowest rate of interest
charged by The Bank of New York to its prime customers).

"Principal Commitment" means 62,000,000 dollars, as such amount may be reduced
from time to time pursuant to Section 2.10. Any termination of the Commitment
shall be deemed to reduce the Principal Commitment to zero.

"Principal Disbursement" means a Disbursement made for the purpose of paying
that portion of the Purchase Price for Unremarketed Bonds corresponding to the
principal amount thereof.

"Purchase Certificate" means a certificate in the form of Exhibit 2.01.

"Purchase Date" means each date fixed for the purchase of Bonds by the
Purchasing Bank in accordance with the terms of the Indenture.

"Purchase Price" has the meaning assigned to that term in Section 2.01(a)(i).

"Purchasing Bank" means The Bank of New York.

"Register" has the meaning assigned to that term in Section 7.07(d).

"Regulatory Change" means any Applicable Law, interpretation, directive,
determination, request or guideline (whether or not having the force of law), or
any change therein or in the administration or enforcement thereof, that is
Enacted after the Closing Date, including any such that imposes, increases or
modifies any Tax, reserve requirement, insurance charge, special deposit
requirement, assessment or capital adequacy requirement, or determines that the
Commitment does not constitute commitments with an original maturity of one year
or less, but excluding any such that imposes, increases or modifies any Tax on
the overall net income of a Bank.

"Related Documents" means the Bond Documents, the Bond Insurance Policy, the
Remarketing Agreement and the Tax Regulatory Agreement.

"Release" means any release, spill, emission, leaking, pumping, injection,
deposit, disposal, discharge, disbursal, leeching or migration into the indoor
or outdoor environment or into or out of any property owned by the Company or
any of its Subsidiaries, including the movement of Contaminants through or in
the air, soil, surface water, ground water or property.

"Remarketing Agent" has the meaning ascribed to such term in the Indenture.

"Remarketing Agreement" means the Remarketing Agent's Agreement, dated as of May
1, 1996, among the Issuer, the Company and the Lead Arranger (as successor
Remarketing Agent to Goldman, Sachs and Co.) or any successor remarketing
agreement or agreements entered into in connection with the Bonds in accordance
herewith and with the Indenture.

"Remedial Action" means all actions required to (a) clean up, remove, treat or
in any other way adjust Contaminants in the indoor or outdoor environment; (b)
prevent the Release or threat of Release or minimize the further Release of
Contaminants so that they do not migrate or endanger or threaten to endanger
public health or welfare or the indoor or outdoor environment; or (c) perform
pre-remedial studies and investigations and post-remedial monitoring and care.

"Reoffering Circular" means the Reoffering Circular of the Company, dated
January 20, 1997, including documents incorporated therein by reference, used in
connection with the reoffering of the Bonds, and any supplement thereto used
with respect to the Bonds.

"Reportable Event" means any reportable event as defined in Section 4043(c) of
ERISA or the regulations issued thereunder with respect to a Plan (other than a
Plan maintained by an ERISA Affiliate that is considered an ERISA Affiliate only
pursuant to subsection (m) or (o) of Code Section 414) requiring notice to PBGC
under applicable regulations.

"Required Banks" means, at any time, Banks the aggregate of whose Participation
Shares at such time exceeds 50 percent.

"S and P" means Standard and Poor's Ratings Services (a division of The
McGraw-Hill Companies, Inc.).

"SG Bond Purchase Agreement" means that Standby Bond Purchase Agreement, dated
January 23, 1997, among The Connecticut Light and Power Company, Societe
Generale, New York Branch, as bank, and Fleet National Bank, as trustee.

"Stated Expiration Date" means October 23, 2001.

"Subparticipant" has the meaning assigned to that term in Section 7.07(c)

"Subsidiary" means, as to any Person, any corporation, association, partnership,
joint venture or other business entity of which such Person or any Subsidiary of
such Person, directly or indirectly, either (a) in respect of a corporation,
owns or controls more than 50 percent of the outstanding stock having ordinary
voting power to elect a majority of the board of directors or similar managing
body of such corporation, irrespective of whether a class or classes shall or
might have voting power by reason of the happening of any contingency, or (b) in
respect of an association, partnership, joint venture or other business entity,
is entitled to share in more than 50 percent of the profits and losses, however
determined of such entity.

"Tax" means any Federal, State or foreign tax, assessment, or other charge
imposed by a Governmental Authority upon a Person or upon its assets, revenues,
income or profits.

"Tax Regulatory Agreement" means the Tax Regulatory Agreement, dated as of the
date of initial issuance and delivery of the Bonds, among the Issuer, the
Company and the Trustee.

"Trustee" has the meaning ascribed to such term in the Indenture.

"United States" means the United States of America, including the States and the
District of Columbia, but excluding its territories and possessions.

"United States Person" means a corporation, partnership or other entity created,
organized or incorporated under the laws of the United States of America or a
State thereof (including the District of Columbia).

"Unremarketed Bonds" means Bonds in Daily, Weekly or Flexible Mode that are
tendered or deemed tendered for purchase pursuant to the provisions of the
Indenture and for which remarketing proceeds have not been received by the
Remarketing Agent.

"Weekly Mode" has the meaning ascribed to such term in the Indenture.

"Welfare Plan" means a "welfare plan", as such term is defined in Section 3(1)
of ERISA.

"Withdrawal Liability" means liability to a Multiemployer Plan as a result of a
complete or partial withdrawal from such Multiemployer Plan, as such terms are
defined in Part I of Subtitle E of Title IV of ERISA.

Section 1.02  Accounting Terms and Determinations.

Except as otherwise expressly provided herein, all terms of an accounting or
financial nature shall be construed in accordance with GAAP.

Section 1.03  Basis for Ratings.

Except with respect to the ratings assigned to the Bonds, the Company's senior
secured debt or the Bond Insurer's claims-paying ability, references herein to
credit ratings are to ratings assigned to unsecured obligations without third
party credit support. Except as aforesaid, ratings assigned to any obligation
that is secured or that has the benefit of third party credit support shall be
disregarded. For purposes hereof, the rating in effect on any date is that in
effect on the close of business on such date.

Section 1.04  Interpretation.

(a) Except as otherwise specified herein, all references herein (i) to any
Person shall be deemed to include such Person's successors and assigns, (ii) to
any Applicable Law defined or referred to herein shall be deemed references to
such Applicable Law or any successor Applicable Law as the same may have been or
may be amended or supplemented from time to time and (iii) to any agreement or
contract defined or referred to herein shall be deemed references to such
agreement or contract (and, in the case of any instrument, any instrument issued
in substitution therefor) as the terms thereof may have been or may be amended,
supplemented, waived or otherwise modified from time to time.

(b) When used in this Agreement, the words "herein", "hereof" and "hereunder"
and words of similar import shall refer to this Agreement as a whole and not to
any provision of this Agreement, and the words "Article", "Section", "Annex",
"Schedule" and "Exhibit" shall refer to Articles and Sections of, and Annexes,
Schedules and Exhibits to, this Agreement unless otherwise specified.

(c) Whenever the context so requires, the neuter gender includes the masculine
or feminine, the masculine gender includes the feminine, and the singular number
includes the plural, and vice versa.

(d) Any item or list of items set forth following the word "including",
"include" or "includes" is set forth only for the purpose of indicating that,
regardless of whatever other items are in the category in which such item or
items are "included", such item or items are in such category, and shall not be
construed as indicating that the items in the category in which such item or
items are "included" are limited to such items or to items similar to such
items.

(e) Each authorization in favor of a Bank or any other Person granted by or
pursuant to this Agreement shall be deemed to be irrevocable and coupled with an
interest.

(f) Except as otherwise specified herein, all references to the time of day
shall be deemed to be to New York City time as then in effect.

ARTICLE II

standby bond purchase facility

Section 2.01  Purchase of Unremarketed Bonds.

(a)  Commitment to Purchase Unremarketed Bonds.

(i) Subject to the terms and conditions of this Agreement, the Purchasing Bank
agrees to purchase Unremarketed Bonds on any Domestic Business Day prior to the
Commitment Termination Date at a price (the "Purchase Price") equal to 100
percent of the principal amount thereof plus (if such Purchase Date is not a day
on which interest is payable on such Unremarketed Bonds) accrued interest, if
any, to such Purchase Date; provided, however, that (A) the aggregate Purchase
Price payable by the Purchasing Bank on any Purchase Date shall not exceed (x)
with respect to the portion of such aggregate Purchase Price corresponding to
principal of the Unremarketed Bonds to be purchased, the Available Principal
Commitment as in effect on such Purchase Date and (y) with respect to the
portion of such aggregate Purchase Price corresponding to accrued interest on
the Unremarketed Bonds to be purchased, the Available Interest Commitment as in
effect on such Purchase Date; and (B) Unremarketed Bonds that are held by or for
the account of the Company, any Affiliate of the Company or any broker-dealer
holding Unremarketed Bonds pursuant to an arrangement with the Company or any
Affiliate of the Company shall not be purchased by the Purchasing Bank
hereunder.

(ii) Each Participating Bank shall have a participation interest in the
Commitment and each Disbursement made pursuant thereto, to the extent of such
Bank's Participation Share thereof. The Purchasing Bank shall remain solely
responsible to the Company, the Paying Agent, the Trustee and the holders of the
Bonds for the performance of the entire Commitment notwithstanding such grant of
participation interests to the Participating Banks, and its obligations to such
Persons hereunder shall be undiminished thereby.

(b)  Manner of Purchase.

(i) If the Purchasing Bank receives a Purchase Certificate from the Paying Agent
no later than (x) 12:30 p.m. on the specified Purchase Date, in the case of
Unremarketed Bonds that are in the Weekly Mode, or (y) 1:00 p.m. on the
specified Purchase Date, in the case of Unremarketed Bonds that are in the Daily
Mode or in the Flexible Mode, the Purchasing Bank will, subject to satisfaction
of the other terms and conditions set forth in this Agreement, transfer not
later than 3:00 p.m. on such Purchase Date to the Paying Agent, in funds to be
available as specified in such Purchase Certificate, an amount equal to the
aggregate Purchase Price for such Unremarketed Bonds. The Purchasing Bank agrees
to use its own funds to purchase Unremarketed Bonds.

(ii) Upon receiving a Purchase Certificate from the Paying Agent, the Purchasing
Bank shall promptly give each Participating Bank telephonic notice (confirmed in
writing) of (A) the applicable Purchase Date, (B) the aggregate amount of
Disbursements to be made on such date and (C) such Participating Bank's
Participation Share of such aggregate amount of Disbursements. Each
Participating Bank shall pay to the Purchasing Bank such Participating Bank's
Participation Share of the Disbursements to be made on the specified Purchase
Date no later than (A) 3:00 p.m. on the date such notice is given to such Bank
(or, if later, the specified Purchase Date) if such notice is given by 1:30 p.m.
on any Domestic Business Day, or (B) 12:00 p.m. on the Domestic Business Day
following the date such notice is given to such Bank if such notice is given
after 1:30 p.m. on any Domestic Business Day on or after the specified Purchase
Date. If a Participating Bank should for any reason not make any payment to the
Purchasing Bank hereunder on the date such payment is due, the Purchasing Bank
shall be entitled to recover from such Participating Bank such amounts, plus
interest thereon from and including the date such payment was due to but
excluding the day such amounts are recovered by the Purchasing Bank at the
Federal Funds Rate until (and including) the third Domestic Business Day after
the date due and thereafter at the Base Rate plus 2 percent.

Section 2.02  Purchased Bonds as Bank Bonds; Bank Rate.

Pursuant to Section 2.3(G)(9) of the Indenture, Unremarketed Bonds purchased by
the Purchasing Bank pursuant to Section 2.01 shall constitute Bank Bonds and
shall bear interest on the unpaid principal amount thereof at the Bank Rate.
Interest on Bank Bonds shall be payable monthly in arrears on each Interest
Payment Date (or, in the event that the maturity of the Bonds shall have been
accelerated in accordance with the terms of the Bond Documents, payable on
demand by the Purchasing Bank). As provided in Sections 2.3(G)(9) and 9.10(4) of
the Indenture, Bank Bonds shall be held in trust by the Paying Agent for the
benefit of the Purchasing Bank.

Section 2.03  Redemption of Bank Bonds.

(a) Bank Bonds shall be subject to mandatory and optional redemption as provided
in Sections 2.4(A), (C), (D) and (G)(ii) of the Indenture and, as permitted by
Section 2.4(G)(i) of the Indenture, shall also be subject to mandatory
redemption as provided in Section 2.03(b) and (c).

(b) The Bank Bonds outstanding on the Stated Expiration Date shall be redeemed
in ten consecutive semi-annual installments of equal principal amount,
commencing on the date six months after the Stated Expiration Date, at a price
equal to the principal amount thereof plus accrued and unpaid interest at the
Bank Rate to but excluding the date of redemption. If, after the Stated
Expiration Date, any Bank Bonds are otherwise redeemed or cease to be Bank Bonds
as a result of being remarketed or purchased by the Company, the remaining
redemption installments shall be reduced in inverse order of their maturity.

(c) Upon receipt by the Trustee of a demand by the Purchasing Bank in accordance
with clause (iii) of the second sentence of Section 6.02(b), all outstanding
Bank Bonds shall be immediately redeemed at a price equal to the principal
amount thereof plus accrued and unpaid interest at the Bank Rate to but
excluding the date of redemption.

Section 2.04  Remarketing of Bank Bonds.

(a) In accordance with Section 9.19 of the Indenture, the Remarketing Agent
shall solicit offers to purchase and use its best efforts to find a purchaser
for Bank Bonds; provided, however, that Bank Bonds shall not be released by the
Paying Agent unless and until the Purchasing Bank has been paid the principal of
and interest accrued on such Bonds at the Bank Rate.

(b) Notwithstanding the foregoing, no Bank Bonds shall be remarketed after the
Commitment Termination Date or the date, if any, on which the maturity of the
Bonds shall have been accelerated in accordance with the terms of the Bond
Documents, unless the purchaser of such Bonds shall have acknowledged, in a
manner reasonably satisfactory to the Purchasing Bank, that such Bonds shall not
be entitled to the benefits of this Agreement.

Section 2.05  Application of Payments on Bank Bonds.

Payments received by the Purchasing Bank in respect of the principal of or
interest on Bank Bonds (whether pursuant to a scheduled payment thereof, upon
redemption or acceleration, upon purchase of Bank Bonds pursuant to a
remarketing thereof or substitution of another liquidity facility, or otherwise)
shall be applied as follows:

(a) Payments in respect of principal of Bank Bonds shall be applied to the
payment of the Principal Disbursements.

(b) Payments in respect of interest accrued on Bank Bonds at the time of their
purchase by the Purchasing Bank shall be applied to the payment of Interest
Disbursements.

(c) Payments in respect of interest accruing on Bank Bonds after their purchase
by the Purchasing Bank shall be applied in the following order of priorities:
first to the payment of accrued and unpaid interest on the Disbursements,
second, to the payment of accrued and unpaid fees and expenses payable to the
Banks hereunder, and third, to the Company (or if such payment shall have been
made by the Bond Insurer pursuant to the Bond Insurance Policy, to the Bond
Insurer).

Section 2.06  Repayment and Prepayment of Disbursements.

(a)  Scheduled Repayments.

(i)  Interest Disbursements.

The Company shall repay in full the Interest Disbursements made on any Purchase
Date on the first Interest Payment Date following such Purchase Date.

(ii)  Principal Disbursements.

The Company shall repay the aggregate amount of Principal Disbursements
remaining outstanding on the Stated Expiration Date in ten equal consecutive
semi-annual installments commencing on the date six months after such date.
Additional amounts of Principal Disbursements paid or prepaid after the Stated
Expiration Date shall be applied to the remaining installments in inverse order
of maturity.

(b)  Optional Prepayments.

The Company may, at any time and from time to time, prepay the Disbursements in
whole or in part, without premium or penalty, except that any optional partial
prepayment shall be in an aggregate principal amount of 1,000,000 dollars or any
multiple of 100,000 dollars in excess thereof. Any prepayment of Euro-Dollar
Disbursements made on a day other than the last day of the applicable Interest
Periods therefor shall be accompanied by the amount, if any, required to be paid
in respect thereof pursuant to Section 2.15. The Company shall give the
Purchasing Bank a Notice of Prepayment no later than 11:00 a.m. on, in the case
of a prepayment of Domestic Disbursements, the Domestic Business Day before the
date of such prepayment and, in the case of a prepayment of Euro-Dollar
Disbursements, the third Euro-Dollar Business Day before the date of such
prepayment. Each Notice of Prepayment shall specify (i) the date such prepayment
is to be made, (ii) the Disbursements to be prepaid (whether Domestic
Disbursements or Euro-Dollar Disbursements and, in the case of Euro-Dollar
Disbursements, the last day of the applicable Interest Periods for such
Disbursements) and (iii) for each such Disbursement, the amount thereof to be
prepaid. Amounts to be so prepaid shall irrevocably be due and payable on the
date specified in the applicable Notice of Prepayment, together with interest
accrued thereon to but excluding the date of prepayment. The Purchasing Bank
shall give each Participating Bank prompt notice of each Notice of Prepayment
that it receives and the amounts of such Participating Bank's Participation
Interests in Disbursements affected thereby.

(c)  Mandatory Prepayments.

(i)

If at any time the aggregate principal amount of outstanding Principal
Disbursements shall exceed the aggregate principal amount of Bank Bonds, the
Company shall, upon demand by the Purchasing Bank, immediately prepay Principal
Disbursements to such extent. If at any time the amount of any outstanding
Interest Disbursement made in connection with the purchase of an Unremarketed
Bond shall exceed the amount of interest accrued on such Bank Bond at the time
of its purchase that then remains unpaid, the Company shall, upon demand by the
Purchasing Bank, immediately prepay such Interest Disbursement to such extent.

(ii)

On each date that Bank Bonds are required to be redeemed pursuant to Section
2.03(A), (C), (D) or G(ii) of the Indenture or Section 2.03(c), the Company
shall prepay (A) Principal Disbursements in an aggregate principal amount equal
to the aggregate amount of Bank Bonds required to be redeemed and (B) to the
extent not previously paid, the full amount of all Interest Disbursements, if
any, made by the Purchasing Bank as part of the Purchase Price for such Bonds.

(iii)

Without duplication of other payments or prepayments required under this Section
2.06, on each date that any payments are received by the Purchasing Bank in
respect of principal of Bank Bonds or interest accrued on Bank Bonds at the time
of their purchase by the Purchasing Bank, Disbursements shall be prepaid through
the application of such payments as provided in Section 2.05.

(d)  Transfer of Excess Bank Bonds.

If at any time the aggregate principal amount of Bank Bonds shall exceed the
aggregate principal amount of outstanding Principal Disbursements (as a result
of a prepayment pursuant to Section 2.06(b) or otherwise), the Bank shall, upon
request of the Company, transfer to the Company Bank Bonds in an aggregate
principal amount equal to such excess.

Section 2.07  Interest on Disbursements and Other Amounts.

(a)  Interest Rate Options.

(i)

All Disbursements made by the Purchasing Bank on any Purchase Date shall
initially be Domestic Disbursements. Thereafter, the Company may from time to
time elect to change or continue the type of interest rate borne by each
Disbursement Group (subject in each case to the provisions of Sections 2.11 and
2.12), as follows:

(A) if such Disbursements are Domestic Disbursements, the Company may elect to
convert such Disbursements to Euro-Dollar Disbursements as of any Euro-Dollar
Business Day; and

(B) if such Disbursements are Euro-Dollar Disbursements, the Company may elect
to convert such Disbursements to Domestic Disbursements or elect to continue
such Disbursements as Euro-Dollar Disbursements for an additional Interest
Period, in each case effective on the last day of the then current Interest
Period applicable to such Disbursements.

(ii)

Each such election shall be made by delivering a Notice of Interest Rate
Election to the Purchasing Bank no later than 11:00 a.m. on the third Euro-
Dollar Business Day before the conversion or continuation selected in such
notice is to be effective. A Notice of Interest Rate Election may, if it so
specifies, apply to only a portion of the aggregate principal amount of the
relevant Disbursement Group; provided that the portion to which such Notice of
Interest Rate Election applies, and the remaining portion to which it does not
apply, are each at least 3,000,000 dollars.

(iii)

Each Notice of Interest Rate Election shall specify (A) the Disbursement Group
(or portion thereof) to which such notice applies; (B) the date on which the
conversion or continuation selected in such notice is to be effective, which
shall comply with the applicable clause of subsection (i) above; (C) if the
Disbursements comprising such Disbursement Group are to be converted, the new
type of Disbursements (i.e. Domestic or Euro-Dollar) and, if such new
Disbursements are Euro-Dollar Disbursements, the duration of the initial
Interest Period applicable thereto; and (D) if such Disbursements are to be
continued as Euro-Dollar Disbursements for an additional Interest Period, the
duration of such additional Interest Period. Each Interest Period specified in a
Notice of Interest Rate Election shall comply with the provisions of the
definition of Interest Period.

(iv)

A Notice of Interest Rate Election is nonrevocable by the Company. If the
Company fails to deliver a timely Notice of Interest Rate Election to the
Purchasing Bank for any Disbursement Group of Euro-Dollar Disbursements, such
Disbursements shall be converted into Domestic Disbursements on the last day of
the then current Interest Period applicable thereto.

(v)

The Purchasing Bank shall give each Participating Bank prompt notice of each
Notice of Interest Rate Election that it receives and the amounts of such
Participating Bank's Participation Interests in Disbursements affected thereby.

(vi)

Notwithstanding anything herein to the contrary, (A) the Company may not elect
to convert a Domestic Disbursement to a Euro-Dollar Disbursement or continue a
Euro-Dollar Disbursement as a Euro-Dollar Disbursement for another Interest
Period at any time that a Default shall have occurred and be continuing, and (B)
the Company shall convert and continue Disbursements in a manner such that no
payment of Euro-Dollar Disbursements will have to be made prior to the last day
of an applicable Interest Period in order to repay the Disbursements in the
amounts and on the dates specified in Section 2.06(a).

(b)  Applicable Rates.

(i) Subject to Section 2.07(c), each Domestic Disbursement shall bear interest
on the outstanding principal amount thereof, for each day from and including the
date such Disbursement is made to but excluding the date such Disbursement is
required to be repaid hereunder, at a rate per annum equal to the Base Rate for
such day.

(ii) Subject to Section 2.07(c), each Euro-Dollar Disbursement shall bear
interest on the outstanding principal amount thereof, for each day during each
Interest Period applicable thereto, at a rate per annum equal to the sum of the
Applicable Margin for such day plus the Adjusted London Interbank Offered Rate
applicable to such Interest Period.

(c)  Overdue Amounts.

Any overdue principal of, or interest on, any Disbursement and any other amount
payable hereunder that is not paid when due, whether at stated maturity or
otherwise, shall bear interest, from the date the same becomes due until such
amount is paid in full, at a rate per annum equal to 2 percent over the Base
Rate as in effect from time to time (except that an overdue amount of principal
of a Euro-Dollar Disbursement that becomes due prior to the last day of an
applicable Interest Period shall bear interest at a rate per annum equal to 2
percent above the rate that would otherwise be applicable to such Disbursement
until the last day of such Interest Period and at a rate per annum equal to 2
percent over the Base Rate in effect from time to time thereafter).

(d)  Payment Dates.

Interest on Disbursements shall be payable (i) on each Interest Payment Date,
(ii) at the time of any payment or prepayment of Disbursements to the extent
accrued on the amount paid or prepaid and (iii) at such other times as required
by Section 2.05(c). Notwithstanding the foregoing, interest on overdue amounts
(including overdue amounts of Disbursements) shall be payable on demand.

Section 2.08  Commitment Fee.

The Company shall pay to the Purchasing Bank a commitment fee at a per annum
rate for each day equal to the Commitment Fee Rate for such day on the Combined
Available Commitment at the close of business on such day. Such commitment fee
shall accrue from and including the Closing Date to but excluding the Commitment
Termination Date. Fees accrued under this Section shall be payable (i) quarterly
in arrears on each March 31, June 30, September 30 and December 31 (commencing
on December 31, 2000) and (ii) on the Commitment Termination Date. If the
Commitment is reduced pursuant to Section 2.10, all fees accrued under this
Section to but excluding the effective date of such reduction with respect to
portion of the Combined Available Commitment eliminated by such reduction shall
be payable on such date.

Section 2.09 Computation of Interest and Fees; Maximum Interest Rate. (a)
Interest based on the Prime Rate shall be computed on the basis of a year of 365
days (or 366 days in a leap year) and paid for the actual number of days elapsed
(including the first day but excluding the last day). All other interest and all
fees shall be computed on the basis of a year of 360 days and paid for the
actual number of days elapsed (including the first day but excluding the last
day).

(b) The Purchasing Bank shall determine each interest rate applicable hereunder.
The Purchasing Bank shall give prompt notice to the Company and the
Participating Banks of each rate of interest so determined, and its
determination thereof shall be conclusive in the absence of manifest error.

(c) Nothing contained herein shall require the payment of interest on Bank Bonds
or Disbursements at a rate exceeding the Maximum Interest Rate. If interest
payable on any Bank Bond or Disbursement for any period would otherwise exceed
the maximum amount permitted by the Maximum Interest Rate, such interest payment
shall automatically be reduced to such maximum permitted amount, and interest on
other Bank Bonds or Disbursements (as the case may be) for such period and/or
interest on all Bank Bonds or Disbursements (as the case may be) for subsequent
periods, to the extent less than the maximum amount permitted by the Maximum
Interest Rate, shall be increased to permit payment of such reduction at the
earliest possible date.

Section 2.10  Reduction or Termination of Commitment.

(a)  Reduction upon Retirement of Bank Bonds.

In the event of any redemption, cancellation, defeasance, or any other
retirement of any Bonds, the Company shall have the right to reduce the
Principal Commitment by an amount equal to the principal amount of Bonds so
redeemed, canceled, defeased, or otherwise retired, by giving to the Purchasing
Bank written notice of such reduction (which notice shall state the amount of
such reduction and the date or dates of such redemption, purchase and
cancellation, defeasance, or other retirement).

(b)  Reduction upon Conversion of Bank Bonds.

Any time after the close of business on the fifth Domestic Business Day
following the date on which Bonds are converted to Fixed Rate Mode or
Multiannual Mode (but prior, in the case of Bonds converted to Multiannual Mode,
to any date on which the Company gives notice of its intent to convert such
Bonds to Daily, Weekly or Flexible Mode), the Company shall have the right to
reduce the Principal Commitment by an amount equal to the principal amount of
Bonds so converted, by giving to the Purchasing Bank written notice of such
reduction (which notice shall state the amount of such reduction and the date or
dates of such conversion).

(c)  Optional Termination by the Company.

(i)

The Company shall have the right to terminate the Commitment at any time upon 30
days' written notice to the Purchasing Bank, the Bond Insurer, the Trustee, the
Paying Agent and the Remarketing Agent; provided, however, that in connection
with any such termination the Company shall pay to the Banks any and all amounts
then accrued or owing to the Banks under this Agreement and there shall be
purchased from the Purchasing Bank all Bank Bonds, together with accrued
interest thereon.

(ii)

In the event that (A) the Purchasing Bank shall fail to purchase Unremarketed
Bonds when required under the terms or conditions of this Agreement or (B)
bankruptcy, insolvency, receivership, liquidation or other similar proceedings
are instituted against the Purchasing Bank, the Company shall have the right to
immediately terminate the Commitment upon written notice to the Purchasing Bank,
the Bond Insurer, the Trustee, the Paying Agent and the Remarketing Agent;
provided, however, that in connection with any such termination the Company
shall pay to the Banks any and all amounts then accrued or owing to the Banks
under this Agreement and there shall be purchased from the Purchasing Bank all
Bank Bonds, together with accrued interest thereon.

(d)  Reduction or Termination of Participation Amounts.

Upon any reduction or termination of the Commitment, the Participation Amounts
of all Participating Banks shall automatically be reduce proportionately or
terminated, as the case may be. The Purchasing Bank shall give each
Participating Bank prompt notice of any notice of Commitment reduction or
termination that it receives pursuant to this Section 2.10 and, in the case of a
reduction, the amount of the reduction of such Participating Bank's
Participation Amount.

Section 2.11  Basis for Determining Interest Rate Inadequate or Unfair.

If prior to the first day of any Interest Period for any Disbursement Group of
Euro-Dollar Disbursements, (a) the Purchasing Bank determines that for any
reason appropriate information is not available to it for purposes of
determining the Adjusted London Interbank Rate for such Interest Period or (b)
the Required Banks determine that the Adjusted London Interbank Offered Rate
will not adequately and fairly reflect the cost to them of funding their
Euro-Dollar Disbursement Participations for such Interest Period, the Purchasing
Bank shall forthwith give notice thereof to the Company, whereupon until the
Purchasing Bank notifies the Company that the circumstances giving rise to such
suspension no longer exist, the obligations of the Purchasing Bank to make or
continue Euro-Dollar Disbursements or to convert outstanding Domestic
Disbursements into Euro-Dollar Disbursements shall be suspended and each
outstanding Euro-Dollar Disbursement shall be converted into a Domestic
Disbursement on the last day of the then current Interest Period applicable
thereto.

Section 2.12  Illegality.

If, on or after the date of this Agreement, the adoption of any Applicable Law,
or any change in any Applicable Law, or any change in the interpretation or
administration thereof by any Governmental Authority charged with the
interpretation or administration thereof, or compliance by a Bank (or its
Euro-Dollar Lending Office) with any request or directive (whether or not having
the force of law) of any such Governmental Authority, shall restrict the ability
of such Bank (or its Euro-Dollar Lending Office) to make, maintain or fund its
Euro-Dollar Disbursement Participations (or, in the case of the Purchasing Bank,
the Euro-Dollar Disbursements), such Bank shall forthwith give notice thereof to
the Company and the Purchasing Bank, whereupon until such Bank notifies the
Company and the Purchasing Bank that the circumstances giving rise to such
suspension no longer exist, the obligation of the Purchasing Bank to continue
Euro-Dollar Disbursements as Euro-Dollar Disbursements for additional Interest
Periods or to convert outstanding Domestic Disbursements into Euro-Dollar
Disbursements shall be suspended. Before giving any notice pursuant to this
Section 2.12, the affected Bank shall designate a different Euro-Dollar Lending
Office if such designation will avoid the need for giving such notice and will
not, in the judgment of such Bank, be otherwise disadvantageous to such Bank. If
such notice is given, each Euro-Dollar Disbursement then outstanding shall be
converted to a Domestic Disbursement either (a) on the last day of the then
current Interest Period applicable to each Euro-Dollar Disbursement
Participation if the affected Bank may lawfully continue to maintain and fund
Euro-Dollar Disbursement Participations to such day or (b) immediately if the
affected Bank shall determine that it may not lawfully continue to maintain and
fund Euro-Dollar Disbursement Participations to such day.

Section 2.13  Increased Costs.

If, in the determination of any Bank, an Regulatory Change Enacted on or after
the date of this Agreement:

(a) shall subject such Bank (or its Applicable Lending Office) to any tax, duty
or other charge with respect to Bank Bonds, Disbursements or Disbursement
Participations or its obligation to purchase and hold Bank Bonds or make or
maintain Disbursements or Disbursement Participations or shall change the basis
of taxation of payments to such Bank (or its Applicable Lending Office) of the
principal of or interest on Disbursements or Disbursement Participations or any
other amounts due under this Agreement in respect of Disbursements or
Disbursement Participations or its obligation to purchase and hold Bank Bonds or
make or maintain Disbursements or Disbursement Participations (except for
changes in the rate of tax on the overall net income of such Bank or its
Applicable Lending Office imposed by the jurisdiction in which such Bank's
principal executive office or Applicable Lending Office is located, including
under United States federal, home state and home locality income tax laws); or

(b) shall impose, modify or deem applicable any reserve (including any such
requirement imposed by the Board of Governors of the Federal Reserve System, but
excluding any such requirement included in an applicable Euro-Dollar Reserve
Percentage), special deposit, insurance assessment or similar requirement
against assets of, deposits with or for the account of, or credit extended by,
such Bank (or its Applicable Lending Office) or shall impose on such Bank (or
its Applicable Lending Office) or on the London interbank market any other
condition affecting Bank Bonds, Disbursements or Disbursement Participations or
its obligation to purchase and hold Bank Bonds or make or maintain Disbursements
or Disbursement Participations, as the case may be;

and the result of any of the foregoing is to increase the cost to such Bank (or
its Applicable Lending Office) of purchasing or holding Bank Bonds or making or
maintaining any Disbursements or Disbursement Participations or to reduce the
amount of any sum received or receivable by such Bank (or its Applicable Lending
Office) under this Agreement, by an amount deemed by such Bank to be material,
then, within 30 days after demand by such Bank, the Company shall pay to such
Bank such additional amount or amounts as will compensate such Bank for such
increased cost or reduction. Such Bank will promptly notify the Company of any
event of which it has knowledge, occurring after the date hereof, which will
entitle such Bank to compensation pursuant to this Section 2.13 and will
designate a different Applicable Lending Office if such designation will avoid
the need for, or reduce the amount of, such compensation and will not, in the
judgment of such Bank, be otherwise disadvantageous to such Bank. A certificate
of such Bank claiming compensation under this Section 2.13 and setting forth in
reasonable detail the additional amount or amounts to be paid to it hereunder,
which shall be based on such estimates, assumptions, allocations and the like
that such Bank shall in good faith determine to be appropriate, shall be
conclusive in the absence of manifest error. In determining such amount, such
Bank may use any reasonable averaging and attribution methods.

Section 2.14  Capital Adequacy.

If, in the determination of any Bank, an Regulatory Change Enacted on or after
the date of this Agreement has or would have the effect of reducing the rate of
return on capital of such Bank (or its Parent) as a consequence of such Bank's
obligations hereunder to a level below that which such Bank (or its Parent)
could have achieved but for such Regulatory Change (taking into consideration
its policies with respect to capital adequacy) by an amount deemed by such Bank
to be material, then from time to time, within 30 days after demand by such
Bank, the Company shall pay to such Bank such additional amount or amounts as
will compensate such Bank (or its Parent) for such reduction. Such Bank will
promptly notify the Company of any event of which it has knowledge, occurring
after the date hereof, which will entitle such Bank to compensation pursuant to
this Section 2.14 and will designate a different Applicable Lending Office if
such designation will avoid the need for, or reduce the amount of, such
compensation and will not, in the judgment of such Bank, be otherwise
disadvantageous to such Bank. A certificate of such Bank claiming compensation
under this Section 2.14 and setting forth in reasonable detail the additional
amount or amounts to be paid to it hereunder, which shall be based on such
estimates, assumptions, allocations and the like that such Bank shall in good
faith determine to be appropriate, shall be conclusive in the absence of
manifest error. In determining such amount, such Bank may use any reasonable
averaging and attribution methods.

Section 2.15  Funding Losses.

If any payment of principal with respect to any Euro-Dollar Disbursement is made
or any Euro-Dollar Disbursement is converted to a Domestic Disbursement on any
day other than the last day of the Interest Period applicable to such
Euro-Dollar Disbursement (pursuant to Section 2.06(a), (b) or (c), Section 2.12,
or otherwise), the Company shall reimburse each Bank within 15 days after demand
for any resulting loss or expense incurred by such Bank, including any loss
incurred as a result of a decline in the London Interbank Offered Rate since the
rate for such Euro-Dollar Disbursement was set for such Interest Period, but
excluding loss of margin for the period after any such payment or conversion;
provided that such Bank shall have delivered to the Company a certificate
setting forth in reasonable detail the amount of such loss or expense, which
shall be based on such estimates, assumptions, allocations and the like that
such Bank shall in good faith determine to be appropriate, which certificate
shall be conclusive in the absence of manifest error.

Section 2.16  Payments.

(a) All amounts payable to a Bank hereunder shall be paid, in Federal or other
immediately available funds, to such Bank at its Domestic Lending Office or at
such other address as such Bank may designate by notice to the Company. Amounts
payable to a Bank in respect of Euro-Dollar Disbursement Participations (or, the
case of the Purchasing Bank, Euro-Dollar Disbursements) shall be payable for the
account of such Bank's Eurodollar Lending Office; amounts payable to a Bank in
respect of Domestic Disbursement Participations (or, the case of the Purchasing
Bank, Domestic Disbursements) shall be payable for the account of such Bank's
Domestic Lending Office.

(b)  All amounts payable by the Company to a Bank hereunder shall be paid not
later than 3:00 p.m. on the date when due.  Any payment by the Company
received by a Bank after 3:00 p.m. shall be deemed to be received on the
following Domestic Business Day.

(c) Whenever any amount payable to a Bank hereunder is due on a day that is not
a Domestic Business Day, the date for payment thereof shall be extended to the
next succeeding Domestic Business Day. If the date for any payment is extended
by operation of law or otherwise, such payment shall bear interest for such
extended time at the rate of interest applicable hereunder.

(d)  (i)

All amounts payable by the Company to a Bank hereunder shall be paid without any
reduction or deduction whatsoever, including any reduction or deduction for any
set-off, recoupment, counterclaim or Tax, except for Taxes required by
Applicable Law to be withheld or deducted. If any Taxes are required to be
withheld or deducted from any such payment, the Company shall pay to the
applicable Bank the amount that, after deduction from such increased amount of
all Taxes required to be withheld or deducted therefrom, will yield to such Bank
the amount stated to be payable hereunder. Notwithstanding the foregoing, the
Company shall not be required to pay any increased amounts pursuant to this
Section 2.16(d) on account of Taxes measured by or based upon the overall net
income of a Bank. The Company will execute and deliver to the affected Bank at
its request such further instruments as may be necessary or desirable to give
full force and effect to any such increase. The Company will, upon the request
of an affected Bank, provide such Bank with evidence satisfactory to it of the
payment of any Taxes. If any Taxes required to be borne by the Company pursuant
to this Section 2.16(d) are paid by a Bank, the Company will, upon demand of
such Bank, reimburse such Bank for such payments, together with any interest,
penalties and expenses in connection therewith.

(ii)

Notwithstanding anything to the contrary contained herein, the Company shall not
be required to pay any additional amount in respect of withholding of United
States Federal income taxes pursuant to Section 2.16(d)(i) to any Bank except
(A) in the case of a Person that is a Bank on the Closing Date, to the extent
such Taxes are required to be withheld as a result of a Regulatory Change
Enacted after the Closing Date and (B) in the case of a Person that becomes a
Bank after the Closing Date, to the extent (1) such Taxes are required to be
withheld as a result of a Regulatory Change Enacted after the date such Person
becomes a Bank or (2) such additional amount would have been payable had such
Person not become a Bank; provided, however, that the Company shall not be
required to pay any additional amount in respect of withholding of United States
Federal income taxes pursuant to Section 2.16(d)(i) to the extent such
withholding is required because such Bank has failed to submit any form or
certificate that it is entitled to so submit under Applicable Law.

(iii)

There shall be submitted to the Company and the Purchasing Bank, (A) on or
before the first date that interest or fees are payable to the such
Participating Bank hereunder, (1) if at the time the same are applicable, (aa)
by each Participating Bank that is not a United States Person, two duly
completed and signed copies of Internal Revenue Service Form W-8BEN or W-8ECI
(or successor forms), in either case entitling such Participating Bank to a
complete exemption from withholding of any United States federal income taxes on
all amounts to be received by such Participating Bank hereunder, or (bb) by each
Participating Bank that is a Non-US Bank and the Issuing Bank if it is a Non-US
Bank, (x) a duly completed Internal Revenue Service Form W-8BEN (or successor
form) and (y) a Non-US Bank Certificate or (2) if at the time any of the
foregoing are inapplicable, duly completed and signed copies of such form, if
any, as entitles such Participating Bank to exemption from withholding of United
States federal income taxes to the maximum extent to which such Participating
Bank is then entitled under Applicable Law, and (B) from time to time
thereafter, prior to the expiration or obsolescence of any previously delivered
form or upon any previously delivered form becoming inaccurate or inapplicable,
such further duly completed and signed copies of such form, if any, as entitles
such Participating Bank to exemption from withholding of United States Federal
income taxes to the maximum extent to which such Person is then entitled under
Applicable Law. Each Participating Bank shall promptly notify the Company and
the Purchasing Bank if (A) it is required to withdraw or cancel any form or
certificate previously submitted by it or any such form or certificate has
otherwise become ineffective or inaccurate or (B) payments to it are or will be
subject to withholding of United States Federal income taxes to a greater extent
than the extent to which payments to it were previously subject. Upon the
request of the Company or the Purchasing Bank, each Participating Bank that is a
United States Person shall from time to time submit to the Company and the
Purchasing Bank a certificate to the effect that it is such a United States
Person and a duly completed Internal Revenue Service Form W-9 (or successor
form).

Section 2.17  Distribution of Payments by the Purchasing Bank.

(a) When, if and to the extent that the Purchasing Bank receives (from the
Company, the Bond Insurer, the Paying Agent, the Trustee or any other Person
obligated with respect to the Disbursements, by exercise of any right of set-
off, counterclaim or banker's lien, or otherwise) a payment or prepayment in
respect of (i) the principal of or interest on the Disbursements or interest on
overdue amounts thereof or (ii) Commitment Fees or interest on overdue amounts
thereof, the Purchasing Bank shall promptly pay to each Participating Bank such
Participating Bank's Participation Share of such payment; provided, however,
that a Bank to which the Purchasing Bank grants a participation in the
Commitment and any outstanding Disbursements after the Closing Date shall not be
entitled to any payment on account of Commitment Fees or interest on
Disbursements with respect to such participation to the extent such amounts are
payable for any period prior to the date such participation was granted. Except
for amounts explicitly set forth herein, no Participating Bank shall be entitled
to share in or receive any fee or other payment to which the Purchasing Bank may
be entitled, or which it has received or may receive, in respect of this
Agreement.

(b) If the Purchasing Bank should for any reason make any payment to a
Participating Bank in anticipation of the receipt of funds from the Company, the
Bond Insurer, any other Person obligated with respect to the Disbursements and
such funds are not received by the Purchasing Bank from the Company, the Bond
Insurer or such Person on the date payment is due, or such payment is in excess
of the amount due such Participating Bank hereunder, then such Participating
Bank shall, upon request by the Purchasing Bank, forthwith return to the
Purchasing Bank any such amounts transferred to such Participating Bank by the
Purchasing Bank, plus interest thereon from and including the day such amounts
were transferred by the Purchasing Bank to such Participating Bank to but
excluding the day such amounts are returned by such Participating Bank at a per
annum rate (calculated on the basis of a 360 day year) equal to the Federal
Funds Rate.

(c) If the Purchasing Bank is required at any time to return pursuant to any
bankruptcy, insolvency, liquidation or reorganization law, or any sharing clause
herein or in any of the Related Documents or otherwise, any portion of the
payments made by the Company, the Bond Insurer or any other Person obligated
with respect to any of the Disbursements or otherwise received by the Purchasing
Bank and paid to the Participating Banks, each Participating Bank shall, on
demand of the Purchasing Bank, forthwith return to the Purchasing Bank any such
amounts received by such Participating Bank, but without interest thereon unless
the Purchasing Bank is required to pay interest on such amounts to the person
recovering such payment, in which case with interest thereon, computed at the
same rate, and on the same basis, as the interest that the Purchasing Bank is
required to pay.

Section 2.18  Sharing of Recoveries.

If a Participating Bank receives (from the Company, the Bond Insurer, the Paying
Agent, the Trustee or any other Person obligated with respect to the
Disbursements, by exercise of any right of set-off, counterclaim or banker's
lien, or otherwise) any payment on account of its Participation Interests in
excess of such Participating Bank's Participation Share of such amount, such
Participating Bank shall promptly deliver such excess to the Purchasing Bank. If
such Participating Bank is required at any time to return, pursuant to any
bankruptcy, insolvency, liquidation or reorganization law or otherwise, any
portion of the amounts referred to in the preceding sentence, the Purchasing
Bank shall, on demand of such Participating Bank, return to such Participating
Bank such excess (or the appropriate portion of such excess) received by the
Purchasing Bank (and, to the extent paid by the Purchasing Bank to other
Participating Banks, as received from such other Participating Banks), but
without interest thereon unless such Participating Bank is required to pay
interest on such excess (or such portion) to the Person recovering such payment,
in which case with interest thereon, computed at the same rate, and on the same
basis, as the interest that such Participating Bank is required to pay.


ARTICLE III

CONDITIONS PRECEDENT

Section 3.01  Conditions Precedent Subject to Fulfillment on the Closing
Date.

The obligation of the Purchasing Bank to purchase Unremarketed Bonds pursuant to
this Agreement is subject to the condition precedent that the Banks shall have
received on or before the Closing Date the following, each in form and substance
satisfactory to the Banks and counsel for the Purchasing Bank:

(a)  This Agreement, duly executed on behalf of the Company.

(b) (i) Counterparts (or certified copies thereof) of each of the Related
Documents (other than the Bonds and the First Mortgage Bonds) that, when taken
together, bear the signatures of all of the respective parties thereto and that
are in full force and effect in accordance with their respective terms and are
satisfactory to the Purchasing Bank in form and substance and (ii) a specimen of
each Bond and First Mortgage Bond.

(c)  A copy of the Reoffering Circular, certified to be a true copy by an
officer of the Company.

(d) A certificate of the secretary or an assistant secretary of the Company,
certifying the names and true signatures of the officers of the Company
authorized to execute on behalf of the Company this Agreement and the Related
Documents to which the Company is a party.

(e) Evidence that all necessary action required to be taken by (i) the Issuer
(including the adoption or enactment by the Issuer of all necessary resolutions
and ordinances) and (ii) any Governmental Authority, in connection with the
authorization, execution, issuance, delivery and performance of this Agreement
and the Related Documents, and any other document or instrument required to be
delivered pursuant hereto or thereto or in connection with the transactions
contemplated hereby or thereby, has been taken.

(f) Evidence that, as of the Closing Date, all conditions contained in the
Indenture and the Loan Agreement for the replacement of the SG Bond Purchase
Agreement with this Agreement have been satisfied.

(g) A copy of the Bond Insurance Policy which shall provide that it insures all
principal of and interest (at a rate per annum not in excess of 18 percent per
annum) when due on the Bonds (including payment of interest on Bank Bonds at the
Bank Rate and payment of principal of and accrued interest on Bank Bonds upon
any redemption provided for herein or in the Indenture), executed by the Bond
Insurer, together with evidence satisfactory to the Purchasing Bank that such
Bond Insurance Policy is in full force and effect and is non-cancelable and that
all premiums required to be paid thereunder have been paid in full.

(h) Legal opinions of (i) Day, Berry and Howard LLP, as special counsel to the
Company, (ii) Jeffrey C. Miller, Assistant General Counsel of Northeast
Utilities Service Company, (iii) counsel to the Bond Insurer satisfactory to the
Purchasing Bank, and (iv) Winthrop, Stimson, Putnam and Roberts, counsel to the
Purchasing Bank, in each case, as to such matters incident to this Agreement,
the Related Documents and the transactions contemplated hereby and thereby as
the Purchasing Bank shall have reasonably requested.

(i) Evidence of the power and authority of the Trustee and the Paying Agent to
accept and execute their respective responsibilities under the Indenture.

(j) An executed copy of each document, instrument, certificate and opinion
delivered pursuant to the Indenture.

(k) Such other documents, instruments, opinions and approvals (and, if requested
by any Bank, certified duplicates or executed copies thereof) as any Bank shall
have reasonably requested.

Section 3.02  Additional Conditions Precedent Subject to Fulfillment on the
Closing Date.

The obligation of the Purchasing Bank to purchase Unremarketed Bonds pursuant to
this Agreement is subject to the further conditions precedent that on the
Closing Date:

(a) The following statements shall be true and shall be deemed to have been
represented by the Company as being true on and as of the Closing Date, and each
Bank shall have received a certificate of the Company signed by an authorized
officer dated the Closing Date, stating that, to the best of such authorized
officer's knowledge after due inquiry:

(i) The representations and warranties of the Company contained in Article IV
are true and correct in all material respects on and as of the Closing Date as
though made on and as of the Closing Date; and

(ii) No event has occurred and is continuing, or would result from the
effectiveness of this Agreement, that constitutes a Default.

(b) Each Bank shall have received payment in full of all fees and other sums
required to be paid to or for the account of such Bank on or prior to the
Closing Date.

Section 3.03  Conditions Subject to Fulfillment on Each Purchase Date.

The obligation of the Purchasing Bank to purchase Unremarketed Bonds pursuant to
this Agreement on each Purchase Date shall be subject to the fulfillment of the
following conditions precedent on and as of such Purchase Date:

(a)

The Purchasing Bank shall have received a duly completed Purchase Certificate
for the purchase of such Unremarketed Bonds on such Purchase Date in accordance
with Section 2.01(b)(i).

(b)

The Unremarketed Bonds to be so purchased are not held by or for the account of
the Company, any Affiliate of the Company or any broker-dealer holding
Unremarketed Bonds pursuant to an arrangement with the Company or any Affiliate
of the Company.

(c)

No Event of Suspension shall have occurred and be continuing.

(d)

The amount being demanded for payment by the Purchasing Bank under Section 2.01
does not exceed the Combined Available Commitment on such Purchase Date (prior
to giving effect to such payment).

(e)

The Commitment Termination Date shall not have occurred.
Notwithstanding the foregoing, if the condition set forth in clause (b) above is
satisfied for some but not all of the Unremarketed Bonds covered by a Purchase
Certificate, then, provided that all of the other conditions to purchase have
been satisfied, the Purchasing Bank shall be obligated to purchase so much of
such Unremarketed Bonds for which the condition set forth in clause (b) is
satisfied.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES

In order to induce each Bank to enter into and perform its obligations under
this Agreement, the Company hereby represents and warrants as follows:

Section 4.01  Organization.

The Company is duly organized, validly existing and in good standing under the
laws of the State of Connecticut, and has all requisite corporate power and
authority to own or lease its properties and to conduct its business as now
conducted and as proposed to be conducted, and is duly qualified and authorized
to engage in business as a public utility in the State of Connecticut.

Section 4.02  Authorization.

The execution, delivery and performance by the Company of this Agreement and the
Related Documents to which it is a party are within the Company's corporate
powers, have been duly authorized by all necessary corporate action, and (a) do
not contravene, violate or breach: (i) Applicable Law; (ii) the Certificate of
Incorporation or By-laws of the Company; or (iii) any indenture, mortgage, loan
agreement or other contract or instrument to which the Company is a party or by
which it or its assets are bound; and (b) do not result in or require the
creation of any Lien except as provided in or contemplated by this Agreement or
the Related Documents upon or with respect to any of the Company's properties.

Section 4.03  Enforceability.

This Agreement is, and the Related Documents to which the Company is a party
are, legal, valid and binding obligations of the Company, enforceable against
the Company in accordance with their respective terms, except as enforceability
may be limited by applicable bankruptcy, insolvency, reorganization, moratorium
or similar Applicable Laws affecting the enforcement of creditors' rights
generally and by general equitable principles (whether enforcement is sought by
proceedings in equity or at law).

Section 4.04  Approvals.

No authorization of, approval or other action by, and no notice to or filing
with, any Governmental Authority is required for the due execution, delivery and
performance by the Company of this Agreement or any Related Document, except
those that have been, or will be simultaneously with the execution hereof, duly
obtained or made and are in full force and effect.

Section 4.05  Financial Information.

(a) The audited balance sheet of the Company as at December 31, 1999, and the
audited statements of income and cash flows of the Company for the fiscal year
then ended as set forth in the Company's Annual Report on Form 10-K for such
fiscal year and (b) the unaudited balance sheet of the Company as at June 30,
2000 and the unaudited statements of income and cash flows of the Company for
the six-month period then ended as set forth in the Company's Quarterly Report
on Form 10-Q for the period then ended, fairly present in all material respects
the financial condition and results of operations of the Company at and for the
respective periods ended on such dates, and have been prepared in accordance
with GAAP, consistently applied. Since December 31, 1999, there has been no
material adverse change in the financial condition, operations, properties or
prospects of the Company and its Subsidiaries, taken as a whole, except to the
extent, if any, described in the Company Disclosure Documents.

Section 4.06  Litigation.

Except for any pending or threatened action, suit, investigation or proceeding
as disclosed in the Company Disclosure Documents or otherwise disclosed to the
Banks in writing prior to the date hereof (as to which no representation or
warranty is being made), there is no action, suit or proceeding (or to the best
knowledge of the Company, investigation) pending or, to the best knowledge of
the Company, threatened (a) in connection with this Agreement or any of the
transactions contemplated by this Agreement or the Related Documents, or (b)
against or affecting the Company, the result of which is reasonably likely to
have a Materially Adverse Effect.

Section 4.07    Reoffering Circular.

Except for information contained in the Reoffering Circular describing any Bank,
the Issuer, the Bond Insurer or The Depository Trust Company, as to which no
representation or warranty is made, (a) the Reoffering Circular as of its issue
date was, and any supplement or amendment thereto will be, accurate in all
material respects for the purposes for which their use is or shall be
authorized, and (b) the Reoffering Circular as of its issue date did not, and
any such supplement or amendment will not, contain any untrue statement of a
material fact or omit to state any material fact necessary to make the
statements made therein, in the light of the circumstances under which they are
or were made, not misleading.

Section 4.08  Environmental Matters.

Except as disclosed or for matters identified in the Company Disclosure
Documents (as to which no representation or warranty is made):

(a) The operations of the Company comply in all respects with all applicable
Environmental Laws concerning environmental health and safety except where the
failure to comply would not have a Materially Adverse Effect;

(b) The Company has obtained or made timely application for all environmental,
health and safety permits necessary for its operation. All such permits
previously obtained are in effect or timely application for renewal thereof is
pending, and no action to revoke the same is pending and the period to appeal
such permits have expired, and the Company is in compliance with all terms and
conditions of such permits except where the failure to comply would not have a
Materially Adverse Effect;

(c) With respect to property currently or formerly owned or operated by it, the
Company is not (at the time of ownership or operation) subject to any
outstanding written notice or order from, or agreement with, any Governmental
Authority or other Person in respect to which the Company (i) is required to
take any Remedial Action that would or might reasonably be expected to have a
Materially Adverse Effect or (ii) would be reasonably likely to be required to
incur any Environmental Liabilities and Costs arising from the Release or
threatened Release of a Contaminant into the environment that would or might
reasonably be expected to result in a Materially Adverse Effect;

(d) The Company has not received written notification pursuant to Environmental
Laws that any of its current or past operations, or any by- product thereof, is
related to or subject to any investigation by any Governmental Authority
evaluating whether any Remedial Action is needed to respond to a Release or
threatened Release of a Contaminant into the environment, which investigation is
reasonably likely to lead to the Company having to take Remedial Action, or
having to incur Environmental Liabilities and Costs, in each case which would
have a Materially Adverse Effect; and

(e) The Company has not filed any notice under any applicable Environmental Law
reporting a Release of a Contaminant into the environment that is reasonably
likely to lead to any Governmental Authority or any other Person having to take
Remedial Action or having to incur Environmental Liabilities and Costs, that
would have a Materially Adverse Effect.

Section 4.09  Investment Company Act.

The Company is not an "investment company", or a company "controlled by an
investment company" within the meaning of the Investment Company Act of 1940.

Section 4.10  Public Utility.

All outstanding shares of capital stock having ordinary voting power for the
election of directors of the Company have been validly issued, are fully paid
and nonassessable, and are owned beneficially by NU, free and clear of any Lien.
NU is a "holding company" (as defined in the Public Utility Holding Company Act
of 1935, as amended (the "1935 Act")). Except for the post- closing filing on
Form U-6B-2 required to be made with the Securities and Exchange Commission
pursuant to the 1935 Act, the Company is not required to obtain any consents or
make any filings pursuant to the 1935 Act in order to execute, deliver and
perform this Agreement or any of the Related Documents to which it is a party.

Section 4.11  All Other Representations and Warranties Accurate.

All representations and warranties made by the Company in any of the Related
Documents are true and correct in all material respects at and as of the date
hereof, except that any such representations and warranties that expressly speak
of a particular date were true and correct in all material respects as of such
date.

ARTICLE V

COVENANTS

So long as the Purchasing Bank has any Commitment hereunder, any Disbursements
shall remain outstanding, or any other amount shall be accrued or owing to the
Banks hereunder:

Section 5.01  Further Assurances.

The Company will, to the extent permitted by Applicable Law, execute,
acknowledge where appropriate, and deliver or file, and cause to be executed,
acknowledged where appropriate, and delivered or filed, from time to time
promptly at the request of the Purchasing Bank or the Required Banks, all such
instruments and documents as are reasonably necessary or advisable to carry out
the intent and purpose of this Agreement and the Related Documents.

Section 5.02  Maintenance of Remarketing Agent.

The Company will maintain in place a Remarketing Agent in accordance with the
provisions of the Indenture.

Section 5.03  Amendments to Related Documents.

Without the prior written consent of the Purchasing Bank and the Required Banks,
the Company shall not enter into or consent to any amendment, modification or
termination of any Related Document, except (a) as may be required to comply
with applicable law, (b) as necessary to obtain a credit rating on the Bonds by
S and P, Moody's or any other rating agency then rating the Bonds, or (c) for
amendments that would not affect the rights and obligations of the Banks under
such Related Document. With respect to any amendment to any Related Document of
the type described in clause (a), (b) or (c) of the preceding sentence, each
Bank hereby agrees that it shall cooperate with the Company in delivering its
consent which may nevertheless be required under such Related Document; provided
that no Bank shall be required to deliver any such consent with respect to any
amendment that it determines would be materially adverse to its interests.
Notwithstanding anything to the contrary contained herein or in the Related
Documents, the Company shall not agree to surrender, amend or modify the Bond
Insurance Policy or to release or substitute the Bond Insurer thereunder.

Section 5.04  Offering Circular.

The Company will not include, or permit to be included, any information,
material or reference relating to any Bank in any Offering Circular or any
tombstone advertisement, unless such information, material or reference is
approved in writing by such Bank prior to its inclusion therein, and the Company
will not distribute or use, or permit to be distributed or used, any Offering
Circular unless copies of such Offering Circular are furnished to such Bank
prior to the distribution or use thereof. The Banks will use all reasonable
efforts to respond to any request for such approval in a timely fashion.

Section 5.05  Remarketing.

The Company will not permit the Remarketing Agent to remarket any Bonds at a
price less than the principal amount thereof plus accrued interest, if any,
thereon to the respective dates of remarketing.

Section 5.06  Substitute Liquidity Facility.

The Company will not substitute another liquidity facility for the obligations
of the Purchasing Bank to purchase Unremarketed Bonds pursuant to this Agreement
unless prior to or simultaneously with such substitution, there shall be
purchased from the Purchasing Bank, at a price not less than the principal
amount thereof plus accrued interest, if any, thereon to the date of purchase,
all Bank Bonds purchased pursuant to this Agreement and the Company shall have
paid to the Banks any and all amounts accrued or owing to the Banks under this
Agreement (after giving effect to the application of the proceeds of the Bank
Bonds in accordance with Section 2.05 of this Agreement).

Section 5.07  Remarketing Agent.

Without the prior written approval of the Purchasing Bank and the Required Banks
(which approval shall not be unreasonably withheld), the Company will not (a)
appoint or permit or suffer to be appointed any successor Remarketing Agent
unless the successor Remarketing Agent is a nationally recognized remarketing
agent for municipal obligations, or (b) enter into any successor Remarketing
Agreement that contains provisions (including provisions that protect the rights
and interests of the Banks) that are not substantially (other than the identity
of the successor Remarketing Agent and fees payable thereunder) the same in all
respects material, in the judgment of the Purchasing Bank and the Required
Banks, to the interests of the Banks as those contained in the predecessor
Remarketing Agreement. The Company shall provide to the Banks a copy of such
successor Remarketing Agreement promptly upon execution and delivery thereof.

Section 5.08  Entry into Conflicting Agreements; Performance of Related
Documents.

(a) The Company will not enter into any agreement containing any provision that
would be violated or breached by the performance by the Company of its
obligations hereunder or under the Related Documents.

(b) The Company will punctually pay or cause to be paid when due all amounts
payable by it under the Loan Agreement, the First Mortgage Bonds and the other
Related Documents and observe and perform all of the conditions, covenants and
requirements of the Loan Agreement, the First Mortgage Bonds and the other
Related Documents applicable to it.

Section 5.09  Financial Statements.

The Company will furnish to the Banks:

(a) as soon as available and in any event within 105 days after the end of each
fiscal year of the Company, a copy of the Company's report on Form 10-K
submitted to the Securities and Exchange Commission with respect to such fiscal
year, or, if the Company ceases to be required to submit such report, a copy of
the annual audit report for such year for the Company including therein a
consolidated balance sheet of the Company as of the end of such fiscal year and
consolidated statements of income and retained earnings and of cash flows of the
Company for such fiscal year, all in reasonable detail and certified by (i) a
nationally-recognized independent public accountant and (ii) by the Chief
Financial Officer, Treasurer, Assistant Treasurer or Comptroller of the Company
as having been prepared in accordance with GAAP applied consistently with those
financial statements referred to in Section 4.05; and

(b) as soon as available and in any event within 60 days after the end of each
of the first three fiscal quarters of each fiscal year of the Company, a copy of
the Company's Quarterly Report on Form 10-Q submitted to the Securities and
Exchange Commission with respect to such quarter, or if the Company ceases to be
required to submit such report, a consolidated balance sheet of the Company as
of the end of such fiscal quarter and consolidated statements of income and
retained earnings and of cash flows of the Company for the period commencing at
the end of the previous fiscal year and ending with the end of such fiscal
quarter, all in reasonable detail and duly certified (subject to year-end audit
adjustments) by the Chief Financial Officer, Treasurer, Assistant Treasurer or
Comptroller of the Company as having been prepared in accordance with GAAP
applied consistently with those financial statements referred to in Section
4.05.

Section 5.10  Certificates; Other Information.

The Company will furnish to the Banks:

(a) concurrently with the delivery of the financial statements referred to in
Section 5.09(a) above, a certificate of the independent certified public
accountants reporting on such financial statements stating that in making the
examination necessary therefor no knowledge was obtained of any Default, except
as specified in such certificate;

(b) concurrently with the delivery of the financial statements referred to in
Sections 5.09(a) and (b), a certificate of an authorized officer stating that,
to the best of such officer's knowledge, the Company during such period has in
all material respects observed or performed all of its covenants and other
agreements, and satisfied every condition, contained in this Agreement and the
Related Documents to be observed, performed or satisfied by it, and that such
officer has obtained no knowledge of any Default, in each case except as
specified in such certificate;

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

(d) promptly, such additional financial and other information as any Bank may
from time to time reasonably request.

Section 5.11  Payment of Obligations.

The Company shall pay, discharge or otherwise satisfy at or before maturity or
before they become delinquent, as the case may be, all Taxes imposed on it or
its income, profits or revenues or any of its properties, except when the amount
or validity thereof is currently being contested in good faith by appropriate
proceedings and reserves in conformity with GAAP with respect thereto have been
provided on the books of the Company.

Section 5.12 Conduct of Business; Maintenance of Existence; Compliance with
Obligations and Laws; Merger.

(a) The Company shall, except to the extent such failure would not, in the
aggregate, have a Materially Adverse Effect, (i) continue to engage in business
as a public utility under the laws of the State of Connecticut, (ii) preserve,
renew and keep in full force and effect its corporate existence and take all
reasonable action to maintain all rights, licenses, approvals, privileges and
franchises necessary or desirable in the normal conduct of its business, except
as otherwise permitted by Section 5.12(b) or 5.13, and (iii) comply with all of
its contractual obligations and all Applicable Law.

(b) Nothing contained in this Agreement shall prevent any lawful consolidation
or merger of the Company with or into any other corporation or corporations
lawfully authorized to acquire and operate the properties of the Company, or a
series of consolidations or mergers, in which the Company or its successor or
successors shall be a party, or any sale of all or substantially all of the
properties of the Company as an entirety to a corporation lawfully authorized to
acquire and operate the same; provided that (i) upon any such consolidation,
merger or sale, the corporation formed by such consolidation, or into which such
merger may be made, or making such purchase shall execute and deliver to the
Banks an instrument, in form and substance reasonably satisfactory to the
Purchasing Bank and the Required Banks, whereby such corporation shall
effectively assume the due and punctual payment of any amounts due hereunder and
the due and punctual performance and observance of all covenants and agreements
to be performed by the Company pursuant to this Agreement; and (ii) immediately
after such consolidation, merger or sale no Event of Default shall have occurred
and be continuing. Upon any such consolidation or merger or sale, the succesor
corporation shall succeed to and be substituted for the Company hereunder with
the same effect as if such successor corporation had been named herein. Every
such successor corporation shall possess, and may exercise, from time to time,
each and every right and power hereunder of the Company, in its name or
otherwise; and any act, proceeding, resolution or certificate by any of the
terms of this Agreement, required or provided to be done, taken and performed or
made, executed or verified by any board or officer of the Company shall and may
be done, taken and performed or made, executed or verified with like force and
effect by the corresponding board or officer of any such successor corporation.
If consolidation, merger or sale or other transfer is made as permitted by this
Section, the provisions of this Section shall continue in full force and effect
and no further consolidation, merger or sale or other transfer shall be made
except in compliance with the provisions of this Section 5.12(b).

Section 5.13  Maintenance of Property; Insurance.

The Company shall (a) keep all property useful and necessary in its business in
good working order and condition, except where the failure to do so would not
have a Materially Adverse Effect, and (b)(i) maintain with financially sound and
reputable insurance companies insurance on all its property in at least such
amounts and against at least such risks as are usually insured against in the
same general area by companies engaged in the same or a similar business, and
(ii) furnish to any Bank, upon written request, full information as to the
insurance carried.

Section 5.14  Inspection; Books and Records; Discussions.

The Company shall keep proper books of records and account in conformity with
GAAP and Applicable Law in which entries shall be made of all dealings and
transactions in relation to its business and activities; and permit
representatives of any Bank to visit and inspect any of its properties and
examine and make abstracts from any of its books and records at any reasonable
time and as often as may reasonably be desired, and to discuss the business,
operations, properties and financial and other condition of the Company with
officers and employees of the Company and with its independent certified public
accountants; provided that the foregoing shall not require the Company to waive
any attorney-client privilege or violate any confidentiality agreements to which
it is a party.

Section 5.15  Notices.

The Company shall give notice to the Banks of each of the following promptly
after the Company has knowledge thereof:

(a)  the occurrence of any Default;

(b)  (i) the occurrence or expected occurrence of any ERISA Termination Event
that could have a Materially Adverse Effect; and

(c)  any notices received from the Bond Insurer.
Each notice pursuant to this section shall be accompanied by a statement of a
senior officer of the Company setting forth details of the occurrence referred
to therein and stating what action the Company proposes to take with respect
thereto, it being understood and agreed that delivery of reports required by
Section 5.10(c) will fulfill the notice requirements of this Section 5.15 with
respect to the information contained in such reports; provided that such reports
are delivered promptly after the Company gains knowledge of the information that
it is required to provide the Banks under this Section 5.15.

ARTICLE VI

EVENTS OF DEFAULT; REMEDIES

Section 6.01  Events of Default.

Each of the following shall constitute an "Event of Default":

(a) The Company shall fail to pay when due, or to cause to be paid when due, any
principal of any Disbursement or shall fail to pay, within five days of the due
date thereof, any interest or fees payable hereunder; or

(b)

Any representation or warranty of the Company made in, or deemed to have been
made by the Company pursuant to, this Agreement or any of the Related Documents
to which the Company is a party, or by any of its officials in any certificate,
agreement, instrument or statement contemplated by or made or delivered pursuant
to or in connection herewith or therewith (including the Reoffering Circular),
shall prove to have been incorrect in any material respect when made or when
deemed made; or

(c)

Any "Event of Default" under the Indenture or any "event of default" under the
Loan Agreement shall have occurred and be continuing; or

(d)

The Company shall fail to perform or observe any covenant or agreement set
forth in Section 5.03; or

(e) The Company shall fail to perform or observe any other term, covenant or
agreement (other than one described in any other paragraph of this Section 6.01)
contained in this Agreement or the Related Documents on its part to be performed
or observed, and any such failure shall remain unremedied for 30 days after
written notice thereof shall have been given to the Company by the Purchasing
Bank or the Required Banks;

(f) Any default or similar event shall occur with respect to any indebtedness
having an aggregate principal amount in excess of 10,000,000 dollars with
respect to which the Company is an obligor, the effect of which is to permit the
holder or holders of such indebtedness, or a trustee or agent on behalf of such
holder or holders, to cause any such indebtedness to become due prior to its
stated maturity, or any such indebtedness shall be declared to be due and
payable prior to its stated maturity or shall not be paid when due;

(g) The Company shall make a general assignment for the benefit of creditors,
file a petition in bankruptcy, be unable generally to pay its debts as they
become due, or be adjudicated insolvent or bankrupt or there shall be entered
any order or decree granting relief in any voluntary or involuntary case
commenced by or against the Company under any applicable bankruptcy, insolvency
or other similar law now or hereafter in effect, or the Company shall petition
or apply to any court or administrative body for the appointment of any
receiver, trustee, liquidator, assignee, custodian, sequestrator (or other
similar official) of the Company or of any substantial part of the Company's
properties, or shall commence any proceeding in a court of law for a
reorganization, readjustment of debt, dissolution, liquidation, assignment or
other similar procedure under the laws or statutes of any jurisdiction, whether
now or hereafter in effect, or there shall be commenced against the Company any
such proceeding in a court of law that remains undismissed or not discharged,
vacated or stayed within 90 days after commencement, or the Company by any act
shall indicate its consent to, approval of or acquiescence in any of the
foregoing or take any action for the purpose of effecting any of the foregoing;
or

(h) The Company shall commence proceedings seeking to limit its liability under
this Agreement or the Bank Bonds.

(i) The ratings assigned to the Bond Insurer's long-term debt or claims paying
ability are withdrawn, suspended and/or reduced to below BBB- (or its equivalent
rating) by S and P and are withdrawn, suspended and/or reduced to below Baa3 (or
its equivalent rating) by Moody's; or

(j)  A Bond Insurer Event of Insolvency shall have occurred; or

(k) The Bond Insurer shall fail, wholly or partially, to make a payment when and
as required under the provisions of any Bond Insurance Policy (including
principal of, and interest at the Bank Rate on, Bank Bonds); or

(l) The Bond Insurer or any other Person shall claim or assert in writing that
any Bond Insurance Policy is invalid or unenforceable against the Bond Insurer,
or the Bond Insurer shall repudiate its obligations or deny that it has any
further liability under any Bond Insurance Policy or the validity or
enforceability of any Bond Insurance Policy shall be contested in any contest or
proceeding (including an appellate proceeding) directly or indirectly by the
Bond Insurer or any other Person and, in the case of a Person other than the
Bond Insurer, the Bond Insurer shall fail to defend or assert such validity or
enforceability or to appeal such contest or proceeding pursuant to appropriate
proceedings or actions; or

(m) Any Governmental Authority with competent jurisdiction shall announce, find
or rule that any Bond Insurance Policy is null and void or otherwise invalid or
unenforceable against the Bond Insurer; or

(n)  Any Bond Insurance Policy is surrendered, canceled or terminated, or
amended or modified in any material respect; or

(o) A court of competent jurisdiction enters a final nonappealable judgment that
any Bond Insurance Policy is not valid and binding on or enforceable against the
Bond Insurer.

Section 6.02  Remedies.

(a)  Events of Suspension.

(i) Each of the following shall constitute an "Event of Suspension": (A) the
occurrence of any Event of Default set forth in Section 6.01(i)-(o) or (B) a
Bond Insurer Potential Insolvency. During the continuance of any Event of
Suspension, the Commitment shall be suspended and the Purchasing Bank shall be
under no obligation to purchase any Unremarketed Bonds. The Purchasing Bank
shall give written notice of any Event of Suspension to the Company, the
Trustee, the Paying Agent and the Remarketing Agent promptly after it becomes
aware thereof; provided, however, that the Purchasing Bank shall not incur any
liability or responsibility whatsoever by reason of the Purchasing Bank's
failure to give such notice and such failure shall in no way affect the
suspension of the Commitment. The suspension of the Commitment shall not extend
the Stated Expiration Date or affect any other remedy provided under this
Section 6.02, and no cure of an Event of Suspension shall reinstate the
Commitment if the Commitment shall have expired or been terminated prior
thereto.

(ii) For the purposes of Section 6.02(a)(i), (A) an Event of Suspension
resulting from an Event of Default under Section 6.01(l) or (m) shall be deemed
to cease to exist if and only if a court of competent jurisdiction shall find or
rule that such Bond Insurance Policy is valid and binding on the Bond Insurer in
accordance with its terms, (B) an Event of Suspension resulting from a Bond
Insurer Potential Insolvency shall be deemed to cease to exist if and only if
such Bond Insurer Potential Insolvency shall cease to exist and no Bond Insurer
Event of Insolvency shall have occurred and (C) any other Event of Suspension
shall be deemed to cease to exist if and only if the Event of Default from which
such Event of Suspension resulted shall cease to exist.

(b)  Events of Termination.

Each of the following shall constitute an "Event of Termination" or an "event of
termination": (i) the occurrence of an Event of Default under Section 6.01(j),
(k), (n) or (o), (ii) the occurrence of an Event of Default under Section
6.01(i) and the continuance of such Event of Default for a period of 30
consecutive days, or (iii) the occurrence of an Event of Default under Section
6.01(l) or (m) and the entry by a court of competent jurisdiction of a final
nonappealable judgment that the Bond Insurance Policy is not valid and binding
on the Bond Insurer. During the continuance of an Event of Termination, the
Purchasing Bank may do any or all of the following: (i) by notice to the
Company, declare all Disbursements to be, and all Disbursements shall thereupon
become, immediately due and payable, (ii) by notice to the Trustee declare that,
on the fifth Domestic Business Day after the 45th day after notice of such Event
of Termination is received by the Trustee, the Commitment shall terminate, in
which event the Commitment shall so terminate on such day (if not previously
expired or terminated), and (iii) by notice to the Trustee, demand the immediate
redemption of all Bank Bonds in accordance with Section 2.4(G)(ii) of the
Indenture and Section 2.03(c) hereof. The Purchasing Bank shall promptly give
the Company, the Paying Agent and the Remarketing Agent a copy of any notice
given to the Trustee pursuant to clause (ii) or (iii) of the preceding sentence;
provided, however, that the Purchasing Bank shall not incur any liability or
responsibility whatsoever by reason of the Purchasing Bank's failure to give a
copy of such notice and such failure shall in no way affect the effectiveness of
any remedies elected by the Banks.

(c)  Other Remedies.

During the continuance of any Event of Default, the Banks, in addition, shall
have all remedies provided at law or equity, including the right to demand and
receive specific performance; provided, however, that, except as otherwise
provided in subsection (a) or (b) of this Section 6.02, the Purchasing Bank
shall not have the right to suspend, terminate or otherwise reduce the
Commitment.

(d)  Direction by Required Banks.

The Purchasing Bank shall (i) in the case of an Event of Termination, take any
or all of the actions referred to in clause (i)-(iii) of Section 6.02(b) if so
directed by the Required Banks and (ii) in the case of any Event of Default or
Event of Termination, take such other action with respect thereto as shall be
reasonably directed by the Required Banks.

ARTICLE VII

MISCELLANEOUS

Section 7.01    Amendments, Etc.

(a) No amendment or waiver of any provision of this Agreement, nor consent to
any departure by the Company therefrom, shall in any event be effective unless
the same shall be in writing and signed by the Purchasing Bank and the Required
Banks and, in the case of an amendment, the Company; provided, however, that no
amendment or waiver shall be effective, unless in writing and signed by each
Participating Bank affected thereby, to the extent it (i) extends the Stated
Expiration Date, (ii) increases the amount of the Commitment or such Bank's
Participation Amount, (iii) reduces or postpones any payment of any principal of
or interest on any Disbursement or any Commitment Fees, (iv) waives or changes
any condition precedent set forth in Article III, (v) changes Section 5.03, (vi)
changes Section 2.13, 2.14, 2.15, 7.04 or 7.06, (vii) modifies Section 2.17(a)
or 2.18 or any other provision providing for the equal or ratable treatment of
the Banks or (viii) modifies the definition of "Required Banks" or this Section
7.01(a) or any other provision requiring the consent of all of the Banks.

(b) Without the prior written consent of the Required Banks, the Purchasing Bank
shall not give or withhold its agreement to any waiver, modification or
amendment of any term, provision or covenant of any of the Related Documents;
provided, however, that, without the prior written consent of each Participating
Bank, the Purchasing Bank (i) shall not consent to any modification of the Bond
Insurance Policy or (ii) agree to purchase Unremarketed Bonds at a time when the
Purchasing Bank's obligation to do so has been suspended or terminated pursuant
to the terms hereof.

Section 7.02  Notices, Etc.

Except as otherwise expressly provided herein, all notices and other
communications provided for hereunder shall be in writing (including telecopier
communication) and shall be given to such party (a) in the case of the Company
or the Purchasing Bank, at its address or telecopier number set forth on the
signature pages hereof, (b) in the case of the Participating Banks, at its
address or telecopier number set forth below such Bank's name under the heading
"Notice Address" on Annex A or, in the case of a Participating Bank that became
a Participating Bank pursuant to Section 7.07(b) or (c), the address for notices
to such Bank set forth in the Joinder Agreement or Assignment and Acceptance
pursuant to which such Bank became a Participating Bank, (c) in the case of the
Trustee, the Paying Agent and the Remarketing Agent, to their respective
addresses or telecopier numbers set forth in the Indenture and/or the other
Related Documents, or (d) as to each of the foregoing, at such other address as
shall be designated by such Person in a written notice to the others. All such
notices and communications shall be effective (x) if given by telecopier, when
transmitted to the telecopier number specified as aforesaid, (y) if given by
mail, 72 hours after such communication is deposited in the mails with first
class postage prepaid, addressed as aforesaid, and (z) if given by other means,
when delivered at the address specified as aforesaid, except that written
notices to any Bank pursuant to the provisions of Article II shall not be
effective until received.

Section 7.03  No Implied Waiver: Remedies Cumulative.

No failure on the part of the Banks to exercise, and no delay in exercising, any
right under this Agreement shall operate as a waiver thereof; nor shall any
single or partial exercise of any right under this Agreement 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 7.04  Indemnification.

The Company agrees to indemnify the Banks, the Lead Arranger, the Trustee, their
respective Affiliates and the respective directors, officers, agents and
employees of the foregoing (each an "Indemnitee") for, and to hold harmless each
Indemnitee from and against any and all liabilities, losses, damages, costs and
reasonable expenses of any kind (including the reasonable fees and disbursements
of counsel) that may be incurred by such Indemnitee in connection with any
investigative, administrative or judicial proceeding (whether or not such
Indemnitee shall be designated a party thereto) in any way relating to or
arising out of:

(a) any alleged inaccuracy of, or any alleged untrue statement contained in, any
Offering Circular or any amendment or supplement thereto, or by reason of the
alleged omission to state therein a material fact necessary to make the
statements contained in any Offering Circular or any amendment or supplement
thereto, in the light of the circumstances under which they were made, not
misleading, other than any action or proceeding alleging any inaccuracy in a
material respect, or an untrue statement of a material fact, with respect to
information supplied by and describing a Bank in any Offering Circular or any
amendment or supplement thereto (the "Bank Information"), or alleging any
omission to state therein a material fact necessary to make the statements in
the Bank Information, in the light of the circumstances under which they were
made, not misleading; or

(b) the execution, delivery or performance of this Agreement, any Related
Document or any transaction contemplated hereby or thereby (including, without
limitation, by reason of or in connection with the purchase by the Purchasing
Bank of Unremarketed Bonds); provided, however, that the Company shall not be
required to indemnify any Indemnitee pursuant to this Section 7.04(a)(ii) for
any claims, damages, losses, liabilities, costs or expenses to the extent, but
only to the extent, caused by the willful misconduct or gross negligence of such
Indemnitee as determined by a court of competent jurisdiction or arising from
any litigation brought by such Indemnitee against the Company in which a final,
nonappealable judgment has been rendered against such Indemnitee.

Section 7.05  Limitation of Liability.

The Company assumes all risks of the acts or omissions of the Trustee, the
Paying Agent, the Remarketing Agent and the Bond Insurer with respect to the use
of the Disbursements under this Agreement. None of the Banks nor any of their
respective officers, directors, agents or employees shall be liable or
responsible for, and none of the Company's obligations under this Agreement
shall be affected by, (a) any mechanical error, omission, interruption or delay
in the transmission, dispatch or delivery of any message or advice, however
transmitted, in connection with this Agreement; (b) the use that may be made of
the Commitment or any acts or omissions of the Trustee, the Paying Agent or the
Remarketing Agent in connection therewith; (c) 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; (d) payment by the Purchasing Bank against presentation of a Purchase
Certificate that does not comply with the terms of this Agreement; (e) any act,
or any failure to act, by the Trustee or the Paying Agent that results in the
failure of the Paying Agent (i) to credit the appropriate account with funds
made available by the Purchasing Bank pursuant to this Agreement or (ii) to
effect the purchase for the account of the Purchasing Bank of Unremarketed Bonds
with such funds pursuant to this Agreement; (f) any other circumstances
whatsoever in making or failing to make payment under this Agreement or (g) any
other action, inaction or omission that may be taken by it in good faith in
connection with this Agreement; provided that the Company shall have a claim
against any Bank, and such Bank shall be liable to the Company, to the extent of
any direct, as opposed to consequential, damages suffered by the Company that
the Company proves were caused by such Bank's willful misconduct or gross
negligence.

Section 7.06  Costs, Expenses and Taxes.

The Company shall pay (a) all reasonable out-of-pocket expenses of the
Purchasing Bank and the Lead Arranger, including the reasonable fees and
disbursements of special counsel for the Purchasing Bank, in connection with the
preparation, negotiation and closing of this Agreement, any waiver or consent
hereunder or any amendment hereof or in connection with any Default or alleged
Default, and (b) if an Event of Default occurs, all reasonable out-of-pocket
expenses incurred by the Banks, including (without duplication) the reasonable
fees and disbursements of outside counsel, in connection with such Event of
Default and any collection, bankruptcy, insolvency and other enforcement
proceedings resulting therefrom. In addition, the Company shall pay any and all
costs and expenses of the Banks (including reasonable counsel fees and expenses)
in connection with the transfer, exchange and registration of Bank Bonds and any
and all recording, stamp and other taxes and fees payable or determined to be
payable in connection with the execution, delivery, filing and recording of this
Agreement, any Related Document and such other documents, and agrees to save the
Banks harmless from and against any and all liabilities with respect to or
resulting from any delay in paying or omission to pay such taxes or fees.

Section 7.07    Binding Effect; Assignment; Participations.

(a) This Agreement shall be binding upon and inure to the benefit of the Company
and the Banks and their respective successors and assigns, except that the
Company shall not have the right to assign any of its rights or obligations
hereunder or any interest herein without the prior written consent of each of
the Banks.

(b) The Purchasing Bank may grant one or more Persons additional participations
in the Commitment and Disbursements; provided that (i) so long as no Event of
Default pursuant to Section 6.01(g) has occurred and is continuing, the Company
has consented to such grant of a participation (each such consent not to be
unreasonably withheld or delayed), (ii) the Person to which such participation
is granted shall have executed and delivered to the Purchasing Bank a Joinder
Agreement and (iii) after giving effect to the grant of such participation, the
aggregate amount of the Participation Amounts does not exceed the Commitment.
From and after the effective date of a Joinder Agreement, the Person granted
Participation Interests thereunder shall be a party hereto and, to the extent of
the Participation Interests granted by such Joinder Agreement, have the rights
and obligations of a Participating Bank under this Agreement.

(c) Any Participating Bank may assign to one or more Persons all or a portion of
its rights and obligations under this Agreement (including all or a portion of
its Participation Amount and Participation Interests); provided that (i) each of
the Purchasing Bank and, so long as no Event of Default pursuant to Section
6.01(g) has occurred and is continuing, the Company has consented to such
assignment (each such consent not to be unreasonably withheld or delayed), (ii)
each partial assignment shall not be of less than 5,000,000 dollars of the
assigning Participating Bank's Participation Amount and shall be made as an
assignment of a proportionate part of all the assigning Participating Bank's
rights and obligations under this Agreement (including Participation Interests
in outstanding Disbursements) with respect to the Participation Amount assigned
and (iii) the parties to each assignment shall execute and deliver to the
Purchasing Bank a Assignment and Acceptance, together with a processing and
recordation fee of 3,500 dollars. From and after the effective date of an
Assignment and Acceptance, the assignee thereunder shall be a party hereto and,
to the extent of the interest assigned by such Assignment and Acceptance, shall
have the rights and obligations of a Participating Bank under this Agreement,
and the assigning Participating Bank thereunder shall, to the extent of the
interest assigned by such Assignment and Acceptance, be released from its
obligations under this Agreement (and, in the case of a Assignment and
Acceptance covering all of the assigning Participating Bank's rights and
obligations under this Agreement, such Participating Bank shall cease to be a
party hereto). Any assignment or transfer by a Participating Bank of rights or
obligations under this Agreement that does not comply with this paragraph shall
be treated for purposes of this Agreement as a sale by such Participating Bank
of a participation in such rights and obligations in accordance with paragraph
(e) of this Section 7.07.

(d) The Purchasing Bank, acting solely for this purpose as an agent of the
Company, shall maintain at one of its offices in New York City a copy of each
Joinder Agreement and Assignment and Acceptance delivered to it and a register
for the recordation of the names and addresses of the Participating Banks, and
the Participation Amounts of, and Participation Interests held by, each
Participating Bank pursuant to the terms hereof from time to time (the
"Register"). The entries in the Register shall be conclusive, and the Company,
the Purchasing Bank and the Participating Banks may treat each Person whose name
is recorded in the Register pursuant to the terms hereof as a Participating Bank
hereunder for all purposes of this Agreement, notwithstanding notice to the
contrary. The Register shall be available for inspection by the Company and any
Participating Bank, at any reasonable time and from time to time upon reasonable
prior notice.

(e) Any Participating Bank may, without the consent of, or notice to, the
Company or the Purchasing Bank, sell subparticipations to one or more banks or
other entities (a "Subparticipant") in all or a portion of such Participating
Bank's rights and/or obligations under this Agreement (including all or a
portion of its Participation Amount and Participation Interests); provided that
(i) such Participating Bank's obligations under this Agreement shall remain
unchanged, (ii) such Participating Bank shall remain solely responsible to the
other parties hereto for the performance of such obligations and (iii) the
Company, the Purchasing Bank and the other Participating Banks shall continue to
deal solely and directly with such Participating Bank in connection with such
Participating Bank's rights and obligations under this Agreement. Any agreement
or instrument pursuant to which a Participating Bank sells such a participation
shall provide that such Participating Bank shall retain the sole right to
enforce this Agreement and to approve any amendment, modification or waiver of
any provision of this Agreement; provided that such agreement or instrument may
provide that such Participating Bank will not, without the consent of the
Subparticipant, agree to any amendment, modification or waiver described in
clauses (i)-(iii) of Section 7.01(a) that affects such Subparticipant. Subject
to paragraph (f) of this Section 7.07, the Company agrees that each
Subparticipant shall be entitled to the benefits of Sections 2.13, 2.14 and 2.15
to the same extent as if it were a Participating Bank and had acquired its
interest by assignment pursuant to paragraph (c) of this Section 7.07. To the
extent permitted by law, each Subparticipant also shall be entitled to the
benefits of Section 7.08 as though it were a Participating Bank, provided such
Subparticipant agrees to be subject to Section 2.18 as though it were a
Participating Bank.

(f) A Subparticipant shall not be entitled to receive any greater payment under
Sections 2.13, 2.14 or 2.15 than the applicable Participating Bank would have
been entitled to receive with respect to the participation sold to such
Subparticipant, unless the sale of the participation to such Subparticipant is
made with the Company's prior written consent. A Subparticipant that would be a
Non-US Bank if it were a Participating Bank shall not be entitled to the
benefits of Section 2.16(d) unless the Company is notified of the participation
sold to such Subparticipant and such Subparticipant agrees, for the benefit of
the Company, to comply with Section 2.16(d)(iii) as though it were a
Participating Bank.

(g) Any Bank may at any time pledge or assign a security interest in all or any
portion of its rights under this Agreement to secure obligations of such Bank,
including without limitation any pledge or assignment to secure obligations to a
Federal Reserve Bank; provided that no such pledge or assignment of a security
interest shall release a Bank from any of its obligations hereunder or
substitute any such pledgee or assignee for such Bank as a party hereto.

Section 7.08  Set-Off.

The Purchasing Bank and each Participating Bank is hereby authorized by the
Company, at any time and from time to time, without notice, (a) during any Event
of Default, to set off against, and to appropriate and apply to the payment of,
the liabilities of the Company under this Agreement (whether owing to such
Person or to any other Person that is the Purchasing Bank or a Participating
Bank and whether matured or unmatured, fixed or contingent or liquidated or
unliquidated and including the amounts to which a Participating Bank is entitled
with respect to its Participation Interests) any and all liabilities owing by
such Person or any of its Affiliates to the Company (whether payable in U.S.
dollars or any other currency, whether matured or unmatured and, in the case of
liabilities that are deposits, whether general or special, time or demand and
however evidenced and whether maintained at a branch or office located within or
without the United States) and (b) during any Default, to suspend the payment
and performance of such liabilities owing by such Person or its Affiliates in an
amount equal to the amount then due and payable under this Agreement and, in the
case of liabilities that are deposits, to return as unpaid for insufficient
funds any and all checks and other items drawn against such deposits.

Section 7.09  Severability.

Any provision of this Agreement that is prohibited, unenforceable, or not
authorized in any jurisdiction shall, as to such jurisdiction, be ineffective to
the extent of such prohibition, unenforceability or non-authorization without
invalidating the remaining provisions hereof or affecting the validity,
enforceability or legality of such provision in any other jurisdiction.

Section 7.10  Governing Law.

PURSUANT TO SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW, This
Agreement shall be governed by, and construed in accordance with, the law of the
State of New York.

Section 7.11  Jurisdiction; Service of Process;  Waiver of Jury Trial.

(a) In connection with any civil action or proceeding arising out of, based upon
or in any way connected to this Agreement, each of the Company and the
Participating Bank submits to the non-exclusive jurisdiction of state and
federal courts located in the City and State of New York in personam and agrees
that such courts are convenient forums. Each of the Company and the
Participating Banks waives personal service upon it and consents to service of
process by mailing a copy thereof to it by registered or certified mail.

(b) EACH OF THE BANKS AND THE COMPANY WAIVE THE RIGHT TO TRIAL BY JURY IN ANY
CIVIL ACTION OR PROCEEDING ARISING OUT OF, OR BASED UPON, OR IN ANY WAY
CONNECTED WITH THIS AGREEMENT.

Section 7.12  Survival of Representations and Warranties.

All agreements, representations and warranties made in this Agreement and in any
certificates delivered pursuant hereto shall survive the execution and delivery
of this Agreement, and the agreements contained in Sections 2.11, 2.12, 2.13,
2.14, 2.15, 7.04, 7.06 and 7.19 shall survive the termination of this Agreement
and payment of all other amounts payable hereunder.

Section 7.13  Entirety.

This Agreement embodies the entire agreement and understanding between the Banks
and the Company with respect to the subject matter hereof and supersedes all
other prior discussions, negotiations, arrangements and understandings relating
to the subject matter hereof.

Section 7.14  Execution in Counterparts.

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

Section 7.15  Headings.

Section headings and the table of contents in this Agreement are included herein
for convenience of reference only and shall not constitute a part of this
Agreement for any other purpose.

Section 7.16  Effectiveness.

This Agreement shall become effective upon receipt by each Bank of counterparts
hereof signed by each of the parties hereto (or, in the case of any party as to
which an executed counterpart shall not have been received, receipt by each Bank
in form satisfactory to it of telegraphic, telex, facsimile or other written
confirmation from such party of execution of a counterpart hereof by such
party).

Section 7.17  Confidentiality.

Each Bank agrees to take normal and reasonable precautions and exercise due care
to maintain the confidentiality of all non-public information provided to it by
the Company or any Subsidiary in connection with this Agreement and the Related
Documents; provided that such Bank may disclose to, and exchange and discuss
with, any other Person (such Bank and each such other Person being hereby
authorized to do so), any information concerning the Company or any Subsidiary
(whether received by such Bank or such other Person in connection with or
pursuant to this Agreement or otherwise) (a) to independent auditors or bank
examiners or other governmental authorities, (b) to any Affiliate of the Bank,
(c) to any participant or proposed participant pursuant to Section 7.07 that has
agreed to be bound by the provisions of this Section 7.17 and (d) for the
purpose of (i) complying with Applicable Law, (ii) protecting, preserving,
exercising or enforcing any of their rights under or related to this Agreement
or the Related Documents, (iii) performing any of their obligations under or
related to this Agreement or the Related Documents or (iv) consulting with its
legal counsel other advisors with respect to any of the foregoing. Each Bank
shall, and shall cause any Affiliate to which it provides such non-public
information to, use such non- public information only in connection with this
Agreement and other existing or prospective credit arrangements with the Company
not involving the purchase or sale of the securities.

Section 7.18  Purchasing Bank's Rights and Responsibilities.

(a) Except as otherwise expressly provided in this Agreement, the Purchasing
Bank (i) shall have the sole right to exercise or refrain from exercising any
rights or remedies it may have, or to take or refrain from taking any other
action, with respect to the Disbursements or under this Agreement or any of the
Related Documents or otherwise available to it, and (ii) shall not be required
to obtain the consent of or consult with the Purchasing Banks with respect
thereto.

(b) The Purchasing Bank shall administer this Agreement in accordance with its
customary practices with respect to similar credit facilities with respect to
which it has not granted participations. The Purchasing Bank shall not, however,
have any liability to the Participating Bank with respect to the exercise of its
discretionary powers over the administration of this Agreement except to the
extent such exercise constitutes a grossly negligent or willful failure to
comply with such customary practices. The Purchasing Bank (i) shall be entitled
to rely upon any writing, statement, consent, certificate or notice or any fax
or telex message reasonably believed by it to be signed and sent by the proper
person, (ii) may consult with counsel, independent public accountants,
appraisers and other experts selected by it and shall not be liable for any
action taken or omitted to be taken in good faith in reliance on the advice of
any such expert, and (iii) may employ agents or attorneys-in-fact and shall not
be liable for the default or misconduct of any such person unless the Purchasing
Bank was grossly negligent in selecting such person.

(c) The Purchasing Bank shall have no duties or responsibilities, and makes no
representations or warranties, to the Participating Banks except as expressly
set forth in this Agreement. Without limiting the generality of the foregoing,
neither the Participating Bank nor any of its officers, directors or employees
shall be responsible to the Participant for, or shall be deemed to have made any
representation or warranty with respect to, (i) the accuracy of any statement,
representation or warranty made by any other person in or in connection with
this Agreement or the Related Documents, (ii) the validity, enforceability,
collectability or sufficiency of this Agreement or the Related Documents, (iii)
the past, present or future financial condition of the Company, the Bond Insurer
or any other Person or (iv) the performance of any of the terms, provisions or
conditions of this Agreement or the Related Documents on the part of the
Company, the Trustee, the Paying Agent, the Bond Insurer, the Remarketing Agent
or any other Person.

(d) Each Participating Bank acknowledges that (i) it has reviewed and is
familiar with this Agreement and the Related Documents, (ii) it has made its own
independent investigation of the financial condition and financial prospects of
the Company, the Bond Insurer and all other obligors under the Related
Documents, (iii) in entering into this Agreement, it has made its own credit
analysis and decision and is not relying on the investigation of the Purchasing
Bank or any of its directors, officers or employees or upon any financial
projections, estimates, appraisals, financial summaries or credit memoranda
prepared by or on behalf of the Purchasing Bank and given directly or indirectly
to such Participating to assist such Participating in making its own independent
evaluation and (iv) it will, independently and without reliance upon the
Purchasing Bank and based on such documents and information as it shall deem
appropriate at the time, continue to make its own credit decision in taking or
not taking action under this Agreement and (v) no fiduciary relationship exists
between such Participating Bank and the Purchasing Bank with respect to its
Participation Interests.

Section 7.19  Reimbursement and Indemnification by Participating Banks.

To the extent the Purchasing Bank is not reimbursed and indemnified by the
Company pursuant to Section 7.04(a) or 7.06, each Participating Bank agrees to
indemnify the Purchasing Bank for such Participating Bank's Participation Share
of any and all losses, liabilities, obligations, damages, penalties, actions,
judgments, suits, costs, expenses (including, without limitation, fees and
expenses of counsel) or disbursements of any kind or nature whatsoever which may
be imposed on, incurred by or asserted against the Purchasing Bank in any way
relating to or arising out of (i) the Disbursements, this Agreement or any of
the Related Documents or any other document delivered in connection with the
Disbursements or the transactions contemplated hereby or the enforcement of any
of the terms hereof (provided that such Participating Bank shall not be liable
for any of the foregoing to the extent they arise from the Purchasing Bank's
gross negligence or willful misconduct) or (ii) without limiting the generality
of the foregoing, the failure of such Participating Bank to comply with the
provisions of Section 2.16(d)(iii) or any inaccuracy in any document delivered
pursuant thereto.

Section 7.20  Participating Banks' Obligations Absolute.

Each Participating Bank's obligations under this Agreement shall constitute
absolute, unconditional and continuing obligations and are irrespective of (i)
any invalidity, unenforceability or insufficiency of any of the Related
Documents, (ii) any default by or insolvency of the Company, the Bond Insurer or
any other Person obligated with respect to any of the Disbursements, (iii) any
act or omission (other than acts or omissions arising out of or relating to
gross negligence or willful misconduct by the Purchasing Bank) on the part of
the Purchasing Bank, any other bank, the Issuer, the Bond Insurer or any other
Person hereunder or under the Related Documents, (iv) the absence of notice to
such Participating Bank with respect to any of the foregoing, and (v) any
requirement that the Purchasing Bank, any other bank, the Issuer, the Bond
Insurer or any other Person take any action against the Company, the Bond
Insurer or any other Person obligated with respect to the Disbursements.

Section 7.21  Beneficiaries.

This Agreement shall be for the benefit of the parties hereto, the Trustee, the
Paying Agent and the holders of the Bonds, and nothing contained herein, express
or implied, is intended to give any Person other than the parties hereto, the
Trustee, the Paying Agent and the holders of the Bonds any right, remedy, or
claim hereunder or by reason hereof.


IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed and delivered by their respective officers thereunto duly authorized as
of the date set forth below.

THE CONNECTICUT LIGHT AND POWER COMPANY
By:
Name:  Randy A. Shoop
Title:  Treasurer
Address:
The Connecticut Light and Power Company
if by mail:
P.O. Box 270
Hartford, CT  06141-0270
if by delivery:
107 Selden Street
Berlin, CT  06037

Attention:  Treasurer
Telephone: 860-665-3258; Telecopy:  860-665-5457

THE BANK OF NEW YORK,
as Purchasing Bank

By:
Name:
Title:
Address: One Wall Street, 18th Floor
New York, NY  10286

Attention:  Lawrence Berger
Telephone:  212-635-8403; Telecopy:  212-635-8059

with a copy to:

BNY Capital Markets, Inc.
One Wall Street, 18th Floor
New York, NY  10286

Attention:  Lawrence Berger
Telephone:  212-635-8403; Telecopy:  212-635-8059

BANK HAPOALIM, B.M.,

as Participating Bank
By:
Name:
Title:

Den Danske Bank A/S,

as Participating Bank
By:
Name:
Title:

CITIC KA WAH BANK LIMITED,

as Participating Bank
By:
Name:
Title:


Citizens BANK OF MASSACHUSETTS,

as Participating Bank

By:
Name:
Title: