EXHIBIT 4.3.6.1

                    THIRD SERIES D LETTER OF CREDIT
                      AND REIMBURSEMENT AGREEMENT

                    Dated as of April 14, 1999

This THIRD SERIES D LETTER OF CREDIT AND REIMBURSEMENT AGREEMENT, dated
as of April 14, 1999 (this "Agreement") is made by and among:

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

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

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

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

PRELIMINARY STATEMENT

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

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

On April 23, 1998 and May 1, 1998, respectively, the parties to the
Existing Reimbursement Agreement: (i) caused the Existing Reimbursement
Agreement to be amended and restated in its entirety and (ii) caused the
Existing Letter of Credit to be amended and extended, as a result of which
transactions, the stated expiry date of the Existing Letter of Credit was
extended to April 22, 1999 and the Original Tax-Exempt Refunding Bonds ceased
to be entitled to the benefits of the Existing Letter of Credit.

The Account Party now wishes to replace the Existing Letter of Credit
with an irrevocable, transferable letter of credit issued by the Issuing Bank
in an aggregate amount of $41,748,000 (the "Stated Amount"), of which
(i) $39,500,000 shall support the payment of principal of the Taxable Bonds
(or the portion of the purchase or redemption price of Taxable Bonds
corresponding to principal), (ii) $2,248,000 shall support the payment of up
to 128 days' interest on the principal amount of Taxable Bonds (or the
portion of the purchase or redemption price of Taxable Bonds corresponding to
interest), computed at a maximum interest rate of 16% per annum on the basis
of the actual days elapsed and a year of 360 days, subject to modification as
provided in Section 2.06 hereof, and (iii) $0.00 shall support the payment of
premium on Taxable Bonds, and otherwise in the form of Exhibit 1.01A hereto
(such letter of credit, as the same may from time to time be extended,
amended or otherwise modified pursuant to the terms of this Agreement, being
hereinafter referred to as the "Letter of Credit").  Concurrently therewith,
the Issuer, the Account Party and the Trustee are entering into that certain
Amended and Restated Series D Loan and Trust Agreement, dated as of April 1,
1999 (the "Indenture"), which Indenture amends and restates the Existing
Indenture in its entirety.

The Issuing Bank has agreed to issue the Letter of Credit, and the
Participating Banks have agreed to make certain advances and acquire certain
participation interests, in each case subject to the terms and conditions set
forth in this Agreement (including the terms and conditions relating to the
rights and obligations of the Participating Banks).

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


ARTICLE I
DEFINITIONS AND ACCOUNTING TERMS

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

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

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

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

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

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

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

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

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

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

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

"Arranger" means Barclays Bank PLC.

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

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

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

"Bonds" means (i) the Taxable Bonds outstanding as of the date
hereof and (ii) any Tax-Exempt Refunding Bonds (as defined in the
Indenture) that may be issued in accordance with the Indenture and this
Agreement to refund any of such remaining Taxable Bonds; provided,
however, that the term "Bonds" shall in no event include the Original
Tax-Exempt Refunding Bonds.

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

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

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

"Closing Date" means the Business Day upon which each of the
conditions precedent enumerated in Sections 5.01 and 5.02 of this
Agreement shall be fulfilled to the satisfaction of the Agent, the
Issuing Bank, the Participating Banks and the Account Party.  All
transactions contemplated to occur on the Closing Date shall occur
contemporaneously on or prior to April 14, 1999, at the offices of King
& Spalding, 1185 Avenue of the Americas, New York, New York 10036, at
12:01 A.M. (New York City time), or at such other place and time as the
parties hereto may mutually agree.

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

"Collateral Agent" means Barclays and any successor as collateral
agent under the Intercreditor Agreement.

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

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

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

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

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

"date hereof" means April 14, 1999.

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

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

"Disclosure Documents" means the Information Memorandum, the 1998
10-K and any Current Report on Form 8-K filed by the Account Party with
the Securities and Exchange Commission after December 31, 1998 and
furnished to the Participating Banks prior to the execution and delivery
of this Agreement.

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

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

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

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

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

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

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

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

(ii) the Applicable Margin.

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

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

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

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

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

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

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

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

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

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

"Governmental Approval" means any authorization, consent, approval,
license, permit, certificate, exemption of, or filing or registration
with, any governmental authority or other legal or regulatory body
required in connection with any of:  (i) the execution, delivery or
performance of the Rate Agreement, any Transaction Document, Loan
Document, Related Document or Significant Contract, (ii) the grant and
perfection of any security interest, lien or mortgage contemplated by
the Security Documents, (iii) the nature of the Account Party's business
as conducted or the nature of the property owned or leased by it or (iv)
any NUG Settlement.  For purposes of this Agreement, Chapter 362-C of
the Revised Statutes Annotated of New Hampshire, as in effect on May 2,
1995, shall be deemed to be a Governmental Approval.

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

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

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

"Indenture Assets" means fixed assets of the Account Party
(including related Governmental Approvals and regulatory assets) which
from time to time are subject to the first-priority lien under the First
Mortgage Indenture.

"Information Memorandum" means the Confidential Information
Memorandum, dated February, 1999 regarding the Account Party, as
distributed to the Issuing Bank and the Participating Banks, including,
without limitation, all schedules, attachments and supplements, if any,
thereto.

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

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

"Intercreditor Agreement" means the Collateral Agency and
Intercreditor Agreement, dated as of April 23, 1998, as amended and
restated  as of the date hereof by the Intercreditor Amendment, among
the Agent, Barclays as "Agent" under the Other Reimbursement Agreement
and Barclays as Collateral Agent, as the same may be amended, modified
or supplemented from time to time.

"Intercreditor Amendment" means the First Amendment, dated as of
April 14, 1999, to the Collateral Agency and Intercreditor Agreement,
dated as of April 23, 1998, among The Chase Manhattan Bank ("Chase"), as
"Administrative Agent" under the 1998 Revolving Credit Agreement,
Barclays, as "Agent" under the Existing Reimbursement Agreement, UBS AG,
Stamford Branch, as successor to Swiss Bank Corporation, Stamford
Branch, as "Agent" under the "Other Reimbursement Agreement" referred to
in the Existing Reimbursement Agreement, the Agent, Barclays as "Agent"
under the Other Reimbursement Agreement, Chase, as the original
Collateral Agent thereunder and Barclays as successor Collateral Agent
thereunder.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

"NHPUC" means the New Hampshire Public Utilities Commission.

"1998 10-K" means the Account Party's 1998 Annual Report and its
Annual Report on Form 10-K for the fiscal year ended December 31, 1998.

"1998 Revolving Credit Agreement" means the $75,000,000 (original
principal amount) Revolving Credit Agreement, dated as of April 23,
1998, among the Account Party, the Banks named therein and The Chase
Manhattan Bank, as Administrative Agent.

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

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

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

"Official Statement" means any Official Statement, Preliminary
Official Statement or similar disclosure document relating to the Bonds,
and shall include any amendment, supplement or "sticker" thereto.

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

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

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

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

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

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

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

"Other Reimbursement Agreement" means (i) the Third Series E Letter
of Credit and Reimbursement Agreement, dated as of April 14, 1999, among
the Account Party, Barclays, as issuing bank and agent thereunder and
the Participating Banks referred to therein relating to the Issuer's
Pollution Control Revenue Bonds (Public Service Company of New Hampshire
Project-1991 Taxable Series E), as the same may from time to time be
amended, modified or supplemented or (ii) any reimbursement agreement or
similar agreement relating to a substitute credit facility applicable to
such bonds.

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

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

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

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

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

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

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

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

"Pledge Agreement" means the Third Series D Pledge Agreement, dated
as of April 14, 1999, by the Account Party in favor of the Issuing Bank
and substantially in the form of Exhibit 1.01C, as the same may from
time to time be amended, modified or supplemented.

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

"Preferred Stock" means 3,000,000 shares of Series A Preferred
Stock of the Account Party (par value $25).

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

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

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

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

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

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

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

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

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

"Revolving Credit Facility"   has the meaning assigned to that term
in Section 7.04 hereof.

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

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

"Security Agreement" means the Assignment and Security Agreement,
dated as of April 23, 1998, as amended and restated  as of the date
hereof by the Security Agreement  Amendment, between the Account Party
and the Collateral Agent, pursuant to which the Account Party has
granted to the Collateral Agent a security interest in certain of the
Account Party's accounts receivable, as the same may be amended,
modified or supplemented from time to time in accordance with this
Agreement and the Intercreditor Agreement.

"Security Agreement Amendment" means the First Amendment, dated as
of April 14, 1999, to the Assignment and Security Agreement, dated as of
April 23, 1998, between the Account Party and the Collateral Agent.

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

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

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

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

(i)  the Agreement for Capacity Transfer;

(ii) the Sharing Agreement;

(iii) the Tax Allocation Agreement; and

(iv) the Unit Contract.

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

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

"Tax Allocation Agreement" means the Amended and Restated Tax
Allocation Agreement, dated as of January 1, 1990, as amended by a First
Supplement thereto, dated as of October 26, 1998, among NU and the
members of the consolidated group of which NU is the common parent,
including, without limitation, the Account Party.

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

"Tax-Exempt Refunding Bonds" has the meaning assigned to that term
in the Indenture.

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

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

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

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

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

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

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

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

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

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

"Year 2000 Issue" means the failure of computer software, hardware
and firmware systems and equipment containing computer chips to properly
receive, transmit, process, manipulate, store, retrieve, re-transmit or
in any other way utilize data and information due to the occurrence of
the year 2000 or the inclusion of dates on or after January 1, 2000.

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

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

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


ARTICLE II
THE LETTER OF CREDIT

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

SECTION II.2. Termination of the Commitments. The obligation of the
Issuing Bank to issue the Letter of Credit shall automatically terminate if
not delivered at or prior to 5:00 P.M. (New York City time) on April 22,
1999.

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

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

(b)  The Account Party also agrees to pay to the Agent, for the account
of the Issuing Bank, such other fees as have been agreed upon by the Account
Party and the Issuing Bank in that certain Fee Letter, dated February 23,
1999, between the Account Party and the Arranger (the "Fee Agreement").

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

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

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

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

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

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

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

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

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

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

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

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

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


ARTICLE III
REIMBURSEMENT AND ADVANCES

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

SECTION III.2. Advances.  Each Participating Bank agrees to make Initial
Advances and Term Advances for the account of the Account Party from time to
time upon the terms and subject to the conditions set forth in this
Agreement.

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

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

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

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

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

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

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

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

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

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

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

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

(i)  at no time shall more than six different Term Borrowings in
the aggregate be outstanding hereunder and under the Other Reimbursement
Agreement; and

(ii) each Term Borrowing consisting of Eurodollar Rate Advances
shall be in the aggregate principal amount of $10,000,000 or an integral
multiple of $1,000,000 in excess thereof.
(a)  Each notice of borrowing pursuant to Section 3.02(b) hereof and
each notice of Conversion pursuant to Section 3.04 hereof shall be
irrevocable and binding on the Account Party.

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

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

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

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

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

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

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

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

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

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

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

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


ARTICLE IV
PAYMENTS

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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


ARTICLE V
CONDITIONS PRECEDENT

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

(a)  Agreements:

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

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

(iii)     Counterparts of the Intercreditor Amendment, duly
executed by the parties thereto.

(iv) Counterparts of the Security Agreement Amendment, duly
executed by the parties thereto.

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

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

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

(b)  Corporate Matters:

(i)  A certificate of the Secretary or an Assistant Secretary of
the Account Party certifying that (A) attached to such certificate are
true and correct copies of the Articles of Incorporation of the Account
Party and the By-laws of the Account Party, in each case as in effect on
the Closing Date and (B) attached to such certificate are true and
correct copies of the resolutions of the Boards of Directors of the
Account Party approving, if and to the extent necessary, the Transaction
Documents to which it is a party, and all other agreements and documents
required to be executed and delivered by the Account Party in order to
carry out, give effect to, and consummate the transactions contemplated
by each of the foregoing documents, and of all documents evidencing
other necessary corporate action, if any, with respect to the execution,
delivery and performance by or on behalf of the Account Party of the
Transaction Documents and all such other agreements and documents and
certifying that such resolutions and other corporate actions, if any,
are in full force and effect and have not been revoked, rescinded or
modified.

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

(c)  Governmental Approvals and Litigation:

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

(ii) A certificate of a duly authorized officer of the Account
Party to the effect that there is no pending or known threatened action
or proceeding (including, without limitation, any action or proceeding
relating to any environmental protection laws or regulations) affecting
the Account Party or its properties before any court, governmental
agency or arbitrator (A) which affects or purports to affect the
legality, validity or enforceability of the Loan Documents or the
Related Documents or any of them or (B) as to which there is a
reasonable possibility of an adverse determination and which, if
adversely determined, would materially adversely affect the financial
condition, properties, prospects or operations of the Account Party;
except, for purposes of clause (B) only, such as is described in the
Disclosure Documents or in such certificate.

(d)  Financial Accounting and Compliance Matters:

(i)  Copies of the Disclosure Documents.

(ii) Financial projections, on assumptions acceptable to the
Participating Banks, demonstrating projected compliance with Section
7.01(j) of this Agreement.

(iii)     A certificate signed by the Treasurer or Assistant
Treasurer of the Account Party, to the effect that: (A0 the statements
set forth in subsections (a) through (e) of Section 5.02, below, are
true and correct on and as of the date of such issuance; (B0 attached
thereto is a listing in reasonable detail of all the Account Party's
investments in, or loans to, either directly or indirectly, any
affiliate of the Account Party; and (C) the assumptions on which the
financial projections contained in the Information Memorandum were based
continue to be valid on and as of the Closing Date.

(e)  Opinions of Counsel:

Favorable opinions of:

(i)  Day, Berry & Howard, counsel to the Account Party, in
substantially the form of Exhibit 5.01A and as to such other matters as
the Majority Lenders, through the Agent, may reasonably request,
together with a letter from such counsel authorizing the Agent, the
Issuing Bank and the Participating Banks to rely upon the opinions of
such firm rendered in connection with the issuance of the Taxable Bonds;

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

(iii)     Catherine E.  Shively, Senior Counsel of the Account
Party, in substantially the form of Exhibit 5.01C and as to such other
matters as the Majority Lenders, through the Agent, may reasonably
request;

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

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

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

(f)  Miscellaneous:

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

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

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

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

(v)  A certificate of Barclays, as "Agent" and "Issuing Bank"
thereunder, to the effect that (A) all amounts payable in connection
with the Existing Reimbursement Agreement and the Existing Letter of
Credit have been paid and (B) it thereby surrenders any and all rights
it may have under the Related Documents arising in connection with the
Existing Reimbursement Agreement and the Existing Letter of Credit,
except for any such rights it may have as an indemnified party
thereunder.

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

(a)  there has occurred no Material Adverse Effect since December
31, 1998;

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

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

(d)  the Other Reimbursement Agreement has been duly executed and
delivered by the parties thereto, all conditions precedent to the issuance of
the "Letter of Credit" provided for thereunder have been satisfied and no
"Event of Default" or "Unmatured Default" (as defined therein) has occurred
and is continuing;

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

(f)  all UCC-1, UCC-3 and other filings and recordings in respect of the
Collateral shall have been duly completed, the results of all lien and record
searches undertaken in connection with the Security Agreement and the
Collateral thereunder shall be satisfactory to the Agent and its counsel; and
the Security Agreement shall create a first priority perfected security
interest in such Collateral;

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

(h)  all other matters relating to the issuance of the Letter of
Credit, the Other Reimbursement Agreement and the "Letter of Credit" to be
issued thereunder shall be satisfactory to the Agent and its counsel; and

(i)  the 1998 Revolving Credit Agreement has been terminated and
all amounts payable by the Account Party in connection with the 1998
Revolving Credit Agreement have been paid in full, other than in respect
of indemnification and similar contingent obligations for which no claim
has been made.

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

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

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

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

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

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

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

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

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


ARTICLE VI
REPRESENTATIONS AND WARRANTIES

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

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

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

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

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

(e)  The audited balance sheet of the Account Party as at December 31,
1998 and the related audited statements of the Account Party setting forth
the results of operations, retained earnings and cash flows of the Account
Party for the fiscal year then ended, copies of which have been furnished to
each Participating Bank, fairly present in all material respects the
financial condition, results of operations, retained earnings and cash flows
of the Account Party at and for the year ended on such date and have been
prepared in accordance with generally accepted accounting principles
consistently applied.  Except as reflected in such financial statements, the
Account Party has no material non-contingent liabilities, and all contingent
liabilities have been appropriately reserved.  The financial projections
referred to in Section 5.01(d)(ii) of this Agreement have been prepared in
good faith and on reasonable assumptions.  Since December 31, 1998, there has
been no material adverse change in the financial condition, operations,
properties or prospects of the Account Party, other than as disclosed in the
Disclosure Documents; provided, however, that the existence of the Rate
Proceeding shall not be deemed in and of itself to be a material adverse
change; provided, further, however, that notwithstanding the foregoing, a
material adverse change shall be deemed to have occurred and be continuing
upon the occurrence of a material adverse change or development in the Rate
Proceeding.

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

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

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

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

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

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

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

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

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

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

(p)  The Account Party has reviewed and continues to review the effect
of the Year 2000 Issue on the computer software, hardware and firmware
systems and equipment containing embedded microchips owned or operated by or
for the Account Party or used or relied upon in the conduct of its business
(including, without limitation, systems and equipment supplied by others).
The costs to the Account Party of any reprogramming and/or remediation
required as a result of the Year 2000 Issue to permit the proper functioning
of such systems and equipment and the proper processing of data, and testing
of such reprogramming or remediation (as the case may be), and of the
reasonably foreseeable consequences of the Year 2000 Issue to the Account
Party (including, without limitation, reprogramming errors and the failure of
systems or equipment supplied by others) are not reasonably expected to
result in an Event of Default or an Unmatured Default or to have a Material
Adverse Effect.

ARTICLE VII
COVENANTS OF THE ACCOUNT PARTY

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

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

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

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

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

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

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

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

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

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

(j)  Maintenance of Financial Covenants:

(i)  Operating Income to Interest Expense.  Maintain  a ratio
of Operating Income to Interest Expense of not less than 2.35 to 1.00
for each period of four consecutive fiscal quarters on each quarter-end
ending after December 31, 1998.

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

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

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

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

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

(o)  Year 2000.  Take all necessary action to complete in all respects
by September 30, 1999 the reprogramming and/or remediation of computer
software, hardware and firmware systems and equipment containing embedded
microchips owned or operated by or for the Account Party or used or relied
upon in the conduct of its business (including, without limitation, systems
and equipment supplied by others) required as a result of the Year 2000 Issue
to permit the proper functioning of such computer systems and other equipment
and the testing of such systems and equipment, as so reprogrammed or
remediated (as the case may be), except for any reprogramming, remediation
and/or testing the failure of which to complete by such date could not
reasonably be expected to result in an Event of Default or an Unmatured
Default or to have a Material Adverse Effect.  At the request of the Issuing
Bank or Majority Lenders, the Account Party shall provide to the Issuing Bank
and each Participating Bank reasonable assurance of its compliance with the
preceding sentence.

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

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

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

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

provided, however, that this Section 7.02(a) shall not be construed to
authorize the Account Party  to incur,  assume, be liable for or suffer to
exist any Debt not otherwise permitted hereunder or to create any Lien on its
accounts receivable, other than the Lien of the Security Agreement.

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

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

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

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

(i)  the aggregate amount of all such payments during the term
of this Agreement shall not exceed $40,000,000;

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

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

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

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

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

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

(g)  Related Agreements.

(i)  Amendments.  Amend, modify or supplement or give any consent,
acceptance or approval to any amendment, modification or supplement or
deviation by any party from the terms of, the Rate Agreement or any
Significant Contract, except, with respect only to the Rate Agreement,
any deviation described in the April 6, 1999 letter of David R. McHale
to the Participating Banks, and except, with respect only to the
Significant Contracts, any amendment, modification or supplement thereto
that would not reduce the rights or entitlements of the Account Party
thereunder in any material way.

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

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

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

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

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

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

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

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

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

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

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

(iv) as soon as available and in any event before March 31 of each
fiscal year, a copy of an operating budget/forecast of operations of the
Account Party as approved by the Board of Directors of the Account Party
in form satisfactory to the Participating Banks for such fiscal year of
the Account Party, together with a certificate of the Chief Financial
Officer, Treasurer or Assistant Treasurer of the Account Party stating
that such budget/forecast was prepared in good faith and on reasonable
assumptions;

(v)  not later than ten days following the end of each fiscal
quarter of the Account Party, a report on the progress of and
developments in the Rate Proceeding, the Final Plan and any negotiations
concerning the foregoing;

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

SECTION VII.5.  The Cash Account. Upon the occurrence and during the
continuance of any Event of Default, the Agent shall at the request, or may
with the consent, of the Majority Lenders, direct the Account Party to, and
if so directed, the Account Party shall, deposit with the Agent an amount in
the cash account (the "Cash Account") described below equal to the Available
Amount of the Letter of Credit.  Such Cash Account shall at all times be free
and clear of all rights or claims of third parties.  The Cash Account shall
be maintained with the Agent in the name of, and under the sole dominion and
control of, the Agent, and amounts deposited in the Cash Account shall bear
interest at a rate equal to the rate generally offered by Barclays for
deposits equal to the balance in the Cash Account, for a term to be agreed to
between the Account Party and the Agent.  If any Letter of Credit drawings
then outstanding or thereafter made are not reimbursed in full immediately
after being made and upon demand, then, in any such event, the Agent may
apply the amounts then on deposit in the Cash Account, in such priority as
the Agent shall elect, toward the payment in full of any or all of the
Account Party's obligations hereunder as and when such obligations shall
become due and payable.  Upon payment in full, after the termination of the
Letters of Credit, of all such obligations, the Agent will repay to the
Account Party any cash then on deposit in the Cash Account.  The Issuing Bank
hereby confirms its obligation as set forth in the Letter of Credit to make
all payments under the Letter of Credit with its own funds and not with any
funds of the Account Party or the Issuer, and nothing in this Section 7.05 or
otherwise shall in any way limit such obligation.

ARTICLE VIII
DEFAULTS

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(o)  An "Event of Default" (as defined therein) shall have occurred and
be continuing under the Other Reimbursement Agreement.

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

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


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

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

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

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

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

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

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

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

(a)  Except to the extent permitted by Section 2.06, the Issuing Bank
shall not amend or waive any provision or consent to the amendment or waiver
of any Related Document without the written consent of the Majority Lenders.

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

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

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

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

(iii)     the execution, delivery and acceptance by the Issuing
Bank of the Indenture, and the taking by the Issuing Bank of all actions
under the Indenture, as the same may be amended from time to time in
accordance with the terms thereof and Section 9.07 hereof;

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

ARTICLE X
MISCELLANEOUS

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

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

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

(ii) if to the Issuing Bank or the Agent, to it at its address at
222 Broadway, 12th Floor, New York, New York 10038, Attention: Client
Services Unit, (telephone: (212) 412-3721, telecopy: (212) 412-5306),
with a copy to: Utilities Group, (telephone (212) 412-2470, telecopy:
(212) 412-6709);

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

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

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

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

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

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

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

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

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

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

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

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

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

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

(a)  Each Participating Bank may assign all or any portion of its rights
under this Agreement, under the Letter of Credit or in any security
hereunder, including, without limitation, any instruments securing the
Account Party's obligations hereunder; provided that (i) no assignment by any
Participating Bank may be made to any Person, other than to another
Participating Bank, except with the prior written consent of the Issuing Bank
and the Account Party (which consent in the case of the Account Party,
(A) shall not be unreasonably withheld and (B) shall not be required if an
Event of Default shall have occurred and be continuing and the Agent or the
Issuing Bank shall have exercised any remedy described in clause (ii), (iii)
or (v) of Section 8.02), (ii) any assignment shall be of a constant and not a
varying percentage of all of the assignor's rights and obligations hereunder
and (iii) the parties to each such assignment shall execute and deliver to
the Agent a Participation Assignment, together with a processing fee of
$3,500.  Upon receipt of a completed Participation Assignment and the
processing fee, the Agent will record in a register maintained for such
purpose the name of the assignee and the percentage participation interest
assigned by the assignor and assumed by the assignee for purposes of the
determination of such assignor's and assignee's respective Participation
Percentages. Upon such execution, delivery, acceptance and recording, from
and after the effective date specified in each Participation Assignment,
which effective date shall be at least five Business Days after the execution
thereof, the assignee shall, to the extent of such assignment, become a party
hereto and have all of the rights and obligations of a Participating Bank
hereunder and, to the extent of such assignment, such assigning Participating
Bank shall be released from its obligations hereunder (without relieving such
Participating Bank from any liability for damages, costs and expenses
suffered by the Issuing Bank or the Account Party as a result of the failure
by such Participating Bank to perform its obligations hereunder).

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

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

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

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

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

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

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

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

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


THE ACCOUNT PARTY:

PUBLIC SERVICE COMPANY OF
  NEW HAMPSHIRE


By:
     Title: Assistant Treasurer - Finance

THE AGENT AND ISSUING BANK:

BARCLAYS BANK PLC,
  NEW YORK BRANCH,
  as Agent and as Issuing Bank


By:
     Title:


THE PARTICIPATING BANKS:

BARCLAYS BANK PLC,
  NEW YORK BRANCH


By:
     Title:



Address for Notices

Barclays Bank PLC
222 Broadway
New York, New York 10038
Attention:     Sydney Dennis
Telephone:     212/412-2470
Fax:      212/412-6709

Participation Percentage:          8.66446012%


BANK OF NEW YORK



By:
Title:




Address for Notices

Bank of New York
One Wall Street
New York, New York 10286
Attention:     John Hall
Telephone:     212/635-7581
Fax:      212/635-7924

Participation Percentage:          4.33223006%


BANKBOSTON, N.A.



By:
     Title:



Address for Notices

BankBoston, N.A.
100 Federal Street (MA BOS 01-08-04)
Boston, Massachusetts 02110
Attention:     Jill Calabrese
Telephone:     617/434-9579
Fax:      617/434-3652

Participation Percentage:          6.49834509%


PARIBAS



By:
     Title:


By:
     Title:


Address for Notices

Paribas
787 Seventh Avenue
New York, New York 10019
Attention:     Cheena Trikha
Telephone:     212/841-2560
Fax:      212/841-2255

Participation Percentage:          8.66446012%



CIBC, INC.


By:
     Title:



Address for Notices

CIBC, Inc.
Two Paces West, Suite 1200
2727 Paces Ferry Road
Atlanta, Georgia 30339
Attention:     Patrice Kelleher
Telephone:     770/319-4832
Fax:      770/319-4950

Participation Percentage:          8.66446012%



CITIBANK, N.A.



By:
     Title:



Address for Notices

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

Participation Percentage:          4.33223006%



THE FIRST NATIONAL BANK OF CHICAGO


By:
     Title:



Address for Notices

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

Participation Percentage:          4.33223006%



FLEET NATIONAL BANK


By:
     Title:



Address for Notices

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

Participation Percentage:          6.49834509%




THE FUJI BANK, LIMITED


By:
     Title:



Address for Notices

The Fuji Bank, Limited
Two World Trade Center
New York, New York 10048
Attention:     Roy Tanfield
Telephone:     212/898-2090
Fax:      212/321-9407

Participation Percentage:          4.33223006%




MELLON BANK, N.A.


By:
     Title:



Address for Notices

Mellon Bank, N.A.
One Mellon Bank Center, Room 4425
Pittsburgh, Pennsylvania 15258-0001
Attention:     Kurt Hewett
Telephone:     412/234-7355
Fax:      412/234-0286

Participation Percentage:          2.59933804%



CHASE SECURITIES INC., as Agent for
THE CHASE MANHATTAN BANK


By:
     Title:



Address for Notices

The Chase Manhattan Bank
270 Park Avenue
New York, New York 10017
Attention:     Eric Rosen
Telephone:     212/270-5458
Fax:      212/270-7968

Participation Percentage:          23.75275097%



TORONTO DOMINION
    (NEW YORK), INC.


By:
     Title:



Address for Notices

Toronto Dominion (New York), Inc.
909 Fannin Street, Suite 1700
Houston, Texas 77010
Attention:     Mark A. Baird
Telephone:     713/653-8289
Fax:      713/951-9921

Participation Percentage:          4.33223006%



THE TRAVELERS INSURANCE
COMPANY


By:
     Title:



Address for Notices

The Travelers Insurance Company
One Tower Square
Hartford, Connecticut 06183-2030
Attention:     Investment Group 9PB
Fax:      860/954-5243

Participation Percentage:          6.06512208%




UNION BANK OF CALIFORNIA


By:
     Title:



Address for Notices

Union Bank of California
445 S. Figueroa Street, 15th Floor
Los Angeles, CA 90071
Attention:     Ross Slusser
Telephone:     213/236-4124
Fax:      213/236-4096

Participation Percentage:          4.33223006%




TRAVELERS CORPORATE LOAN
FUND, INC.


By: Travelers Asset Management
International Corporation


By:
     Title:



Address for Notices

Travelers Corporate Loan Fund, Inc.
c/o Smith Barney
388 Greenwich Street, 22nd Floor
New York, New York 10013

With a copy to:

The Travelers Insurance Company
One Tower Square - 9PB
Hartford, Connecticut 06183-2030
Attention:     John Petchler
Allen Cantrell
Fax:      860/954-5243

Participation Percentage:          2.59933804%



SCHEDULE I
APPLICABLE LENDING OFFICES


Name of
Participating Bank

Barclays Bank PLC,
 New York Branch

Domestic
Lending Office

75 Wall Street
New York, NY  10265
Att: Customer Service Unit
Tel: 212/412-3363
Fax: 212/412-3080


Eurodollar
Lending Office

Barclays Bank PLC,
  Nassau Branch
c/o Barclays Bank PLC,
  New York Branch
75 Wall Street
New York, NY  10265

Name of
Participating Bank

Bank of New York

Domestic
Lending Office

One Wall Street
New York, New York 10286
Att:      John Hall
Tel: 212/635-7581
Fax: 212/635-7924

Eurodollar
Lending Office

Same

Name of
Participating Bank

BankBoston, N.A.

Domestic
Lending Office

100 Federal Street
(MA BOS 01-08-04)
Boston, Massachusetts 02110
Att: Jill Calabrese
Tel:      617/434-9579
Fax: 617/434-3652

Eurodollar
Lending Office

Same

Name of
Participating Bank

Paribas

Domestic
Lending Office

787 Seventh Avenue
New York, New York 10019
Att: Cheena Trikha
Tel:      212/841-2560
Fax: 212/841-2255

Eurodollar
Lending Office

Same

Name of
Participating Bank

CIBC, Inc.

Domestic
Lending Office

Two Paces West, Suite 1200
2727 Paces Ferry Road
Atlanta, Georgia 30339
Att: Patrice Kelleher
Tel: 770/319-4832
Fax: 770/319-4950

Eurodollar
Lending Office

Same

Name of
Participating Bank

Citibank, N.A.

Domestic
Lending Office

1 Court Square
7th Floor/Zone 1
Long Island City, NY 11120
Att: Ann Chiou
Tel: 718/248-4562
Fax: 718/248-4844

Eurodollar
Lending Office

Same


Name of
Participating Bank

Domestic
Lending Office

The First National Bank
of Chicago
1 First National Plaza
Suite 0821/IND-9
Chicago, IL  60670
Att: Ann Fritz
Tel: 312/732-5083
Fax: 312/732-1065

Eurodollar
Lending Office

Same


Name of
Participating Bank

Fleet Bank

Domestic
Lending Office

40 Westminster Street
Mail Stop: RI OP T05A
Att: Fred N. Manning
Tel: 401/459-4845
Fax: 617/459-4963

Eurodollar
Lending Office

Same

Name of
Participating Bank

The Fuji Bank, Limited

Domestic
Lending Office

Two World Trade Center
New York, NY  10048
Att: Roy Tanfield
Tel: 212/898-2064
Fax: 212/321-9407

Eurodollar
Lending Office

Same


Name of
Participating Bank

Mellon Bank, N.A.

Domestic
Lending Office

Loan Administration
Three Mellon Bank Center
Room 1525
Pittsburgh, PA  15259-0003
Att: Cathy Capp
Tel: 412/234-1870
Fax: 412/209-6111

Eurodollar
Lending Office

Same


Name of
Participating Bank

Domestic
Lending Office

The Chase Manhattan Bank
1 Chase Manhattan Plaza
8th Floor
New York, NY  10081
Att: Mark Heberer
Tel: 212/552-6368
Fax: 212/552-5642

Eurodollar
Lending Office

Same


Name of
Participating Bank

Toronto Dominion (New York), Inc.

Domestic
Lending Office

909 Fannin, Suite 1700
Houston, TX  12345
Att: Debbie Greene
Tel: 713/653-8245
Fax: 713/951-9921

Eurodollar
Lending Office

Same


Name of
Participating Bank

[Travelers Companies]

Domestic
Lending Office

[9PB, 1 Tower Street
Hartford, Connecticut 06183-2030
Att: Robert Mills
Tel: 860/277-7804
Fax: 860/954-5243]

Eurodollar
Lending Office

Same


Name of
Participating Bank

Union Bank of California

Domestic
Lending Office

445 S. Figueroa Street
15th Floor
Los Angeles, CA  90071
Att: Patricia Ayala
Tel: 213/236-6199
Fax: 213/236-4096

Eurodollar
Lending Office

Same







TABLE OF CONTENTS                                           Page

PRELIMINARY STATEMENT
ARTICLE I  DEFINITIONS AND ACCOUNTING TERMS
SECTION I.1. Certain Defined Terms
SECTION I.2  Computation of Time Periods
SECTION 1.3  Accounting Terms
SECTION 1.4  Computions of Outstandings
ARTICLE II  THE LETTER OF CREDIT
SECTION II.1. The Letter of Credit
SECTION II.2. Termination of the Commitments
SECTION II.3.  Commissions and Fees
SECTION II.4.  Reinstatement of the Letter of Credit
SECTION II.5.  Extension of the Stated Termination Date
SECTION II.6.  Modification of the Letter of Credit
ARTICLE III  REIMBURSEMENT AND ADVANCES
SECTION III.1.  Reimbursement on Demand
SECTION III.2.  Advances
SECTION III.3.  Interest on Advances
SECTION III.4.  Conversion of Term Advances
SECTION III.5.  Other Terms Relating to the Making and Conversion
 of Advances
SECTION III.6.  Prepayment of Advances
SECTION III.7.  Participation; Reimbursement of Issuing Bank
ARTICLE IV  PAYMENTS
SECTION IV.1.  Payments and Computations
SECTION IV.2.  Default Interest
SECTION IV.3.  Yield Protection
SECTION IV.4.  Sharing of Payments, Etc.
SECTION IV.5.  Taxes
SECTION IV.6.  Obligations Absolute
SECTION IV.7.  Evidence of Indebtedness
ARTICLE V  CONDITIONS PRECEDENT
SECTION V.1.  Conditions Precedent to the Issuance of the Letter of
 Credit
SECTION V.2.  Additional Conditions Precedent to the Issuance of
the Letter of Credit
SECTION V.3.  Conditions Precedent to Initial Advances and Conversions
               of Advances
SECTION V.4.  Conditions Precedent to Term Advances
SECTION V.5.  Reliance on Certificates
ARTICLE VI     REPRESENTATIONS AND WARRANTIES
SECTION VI.1.  Representations and Warranties of the Account Party
ARTICLE VII    COVENANTS OF THE ACCOUNT PARTY
SECTION VII.1.  Affirmative Covenants
SECTION VII.2.  Negative Covenants
SECTION VII.3.  Reporting Obligations
SECTION VII.4.  Most Favored Lender Covenants
SECTION VII.5.  The Cash Account
ARTICLE VIII  DEFAULTS
SECTION VIII.1.  Events of Default
SECTION VIII.2.  Remedies Upon Events of Default
SECTION VIII.3.  Issuing Bank to Notify First Mortgage Trustee,
Others
ARTICLE IX  THE AGENT, THE PARTICIPATINGBANKS AND THE ISSUING BANK
SECTION IX.1.  Authorization of Agent; Actions of Agent and Issuing Bank
SECTION IX.2.  Reliance, Etc.
SECTION IX.3.  The Agent, the Issuing Bank and Affiliates
SECTION IX.4.  Participating Bank Credit Decision
SECTION IX.5.  Indemnification
SECTION IX.6.  Successor Agent
SECTION IX.7.  Issuing Bank
SECTION IX.8.  Certain Authorizations and Consent
ARTICLE X MISCELLANEOUS
SECTION X.1.  Amendments, Etc.
SECTION X.2.  Notices, Etc.
SECTION X.3.  No Waiver of Remedies
SECTION X.4.  Cost; Expenses and Indemnification
SECTION X.5.  Right of Set-off
SECTION X.6.  Binding Effect; Assignments and Participants
SECTION X.7.  Relation of the Parties; No Beneficiary
SECTION X.8.  Issuing Bank Not Liable
SECTION X.9.  Confidentiality
SECTION X.10.  Waiver of Jury Trial
SECTION X.11.  Governing Law
SECTION X.12.  Execution in Counterparts


SCHEDULES

Schedule I     -    Applicable Lending Offices

EXHIBITS

Exhibit 1.01A  -    Form of Letter of Credit
Exhibit 1.01B  -    Form of Participation Assignment
Exhibit 1.01C  -    Form of Pledge Agreement
Exhibit 5.01A  -    Form of Opinion of Day, Berry & Howard, counsel to
the Account Party
Exhibit 5.01B  -    Form of Opinion of Jeffrey C. Miller, Assistant
General Counsel of NUSCO
Exhibit 5.01C  -    Form of Opinion of Catherine E. Shively, Senior
Counsel of the Account Party
Exhibit 5.01D  -    Form of Opinion of Drummond Woodsum & MacMahon,
special Maine counsel to the Account Party
Exhibit 5.01E  -    Form of Opinion of Zuccaro Willis & Bent, special
Vermont counsel to the Account Party
Exhibit 5.01F  -    Form of Opinion of King & Spalding, counsel to
the Agent and the Issuing Bank



EXECUTION COPY




THIRD SERIES D LETTER OF CREDIT
  AND REIMBURSEMENT AGREEMENT


  Dated as of April 14, 1999


Among


PUBLIC SERVICE COMPANY OF NEW HAMPSHIRE

  as Account Party



  BARCLAYS BANK PLC, NEW YORK BRANCH

as Issuing Bank and as Agent


   and


THE PARTICIPATING BANKS
  REFERRED TO HEREIN


Relating to


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