<PAGE>
                                                                    EXHIBIT 10.1


                           REVOLVING CREDIT AGREEMENT

                                      among

                            ATMOS ENERGY CORPORATION
                                  as Borrower,

                         THE LENDERS IDENTIFIED HEREIN,

                                       AND

                                  BANK ONE, NA
                            as Administrative Agent,

                                       AND

                                  SUNTRUST BANK
                              as Syndication Agent,

                                       AND


                             BANK OF AMERICA, N.A.,
                       WACHOVIA BANK, NATIONAL ASSOCIATION
                                       AND
                                SOCIETE GENERALE,
                           as Co-Documentation Agents


                          DATED AS OF OCTOBER 22, 2004



                           J.P. MORGAN SECURITIES INC.
                                       AND
                           SUNTRUST ROBINSON HUMPHREY,
                  A DIVISION OF SUNTRUST CAPITAL MARKETS, INC.
                    as Co-Lead Arrangers and Co-Book Runners


<PAGE>


                                TABLE OF CONTENTS

<Table>
<Caption>
                                                                                                               PAGE
<S>                                                                                                            <C>
     SECTION 1.       DEFINITIONS AND ACCOUNTING TERMS...........................................................1

         1.1      Definitions....................................................................................1
         1.2      Computation of Time Periods...................................................................12
         1.3      Accounting Terms..............................................................................12
         1.4      Time..........................................................................................13

     SECTION 2.       LOANS.....................................................................................13

         2.1      Aggregate Commitment..........................................................................13
         2.2      Method of Borrowing for Loans.................................................................13
         2.3      Funding of Loans..............................................................................13
         2.4      Continuations and Conversions.................................................................14
         2.5      Minimum Amounts...............................................................................15
         2.6      Reductions of Aggregate Commitment............................................................15
         2.7      Notes.........................................................................................15

     SECTION 3.       PAYMENTS..................................................................................16

         3.1      Interest......................................................................................16
         3.2      Prepayments...................................................................................16
         3.3      Payment in full at Maturity...................................................................17
         3.4      Fees..........................................................................................17
         3.5      Place and Manner of Payments..................................................................17
         3.6      Pro Rata Treatment............................................................................18
         3.7      Computations of Interest and Fees.............................................................18
         3.8      Sharing of Payments...........................................................................19
         3.9      Evidence of Debt..............................................................................20

     SECTION 4.       ADDITIONAL PROVISIONS REGARDING LOANS.....................................................20

         4.1      Eurodollar Loan Provisions....................................................................20
         4.2      Capital Adequacy..............................................................................22
         4.3      Compensation..................................................................................23
         4.4      Taxes.........................................................................................23
         4.5      Mitigation; Replacement of Lenders............................................................26

     SECTION 5.       CONDITIONS PRECEDENT......................................................................27

         5.1      Closing Conditions............................................................................27
         5.2      Conditions to Loans...........................................................................29

     SECTION 6.       REPRESENTATIONS AND WARRANTIES............................................................29

         6.1      Organization and Good Standing................................................................29
         6.2      Due Authorization.............................................................................29
         6.3      No Conflicts..................................................................................30
         6.4      Consents......................................................................................30
</Table>


                                      -i-
<PAGE>

                                TABLE OF CONTENTS
                                   (continued)


<Table>
<Caption>
                                                                                                               PAGE
<S>                                                                                                            <C>
         6.5      Enforceable Obligations.......................................................................30
         6.6      Financial Condition...........................................................................30
         6.7      No Material Change............................................................................31
         6.8      No Default....................................................................................31
         6.9      Litigation....................................................................................31
         6.10     Taxes.........................................................................................31
         6.11     Compliance with Law...........................................................................31
         6.12     Material Agreements...........................................................................31
         6.13     ERISA.........................................................................................32
         6.14     Use of Proceeds...............................................................................33
         6.15     Government Regulation.........................................................................33
         6.16     Disclosure....................................................................................33
         6.17     Environmental Matters.........................................................................34
         6.18     Insurance.....................................................................................34
         6.19     Franchises, Licenses, Etc.....................................................................34
         6.20     Secured Indebtedness..........................................................................34
         6.21     Subsidiaries..................................................................................34

     SECTION 7.       AFFIRMATIVE COVENANTS.....................................................................35

         7.1      Information Covenants.........................................................................35
         7.2      Debt to Capitalization Ratio..................................................................37
         7.3      Preservation of Existence, Franchises and Assets..............................................37
         7.4      Books and Records.............................................................................38
         7.5      Compliance with Law...........................................................................38
         7.6      Payment of Taxes and Other Claims.............................................................38
         7.7      Insurance.....................................................................................38
         7.8      Use of Proceeds...............................................................................38
         7.9      Audits/Inspections............................................................................38

     SECTION 8.       NEGATIVE COVENANTS........................................................................39

         8.1      Nature of Business............................................................................39
         8.2      Consolidation and Merger......................................................................39
         8.3      Sale or Lease of Assets.......................................................................39
         8.4      Arm's-Length Transactions.....................................................................39
         8.5      Fiscal Year; Organizational Documents.........................................................40
         8.6      Liens.........................................................................................40

     SECTION 9.       EVENTS OF DEFAULT.........................................................................41

         9.1      Events of Default.............................................................................41
         9.2      Acceleration; Remedies........................................................................44
         9.3      Allocation of Payments After Event of Default.................................................45

     SECTION 10.      AGENCY PROVISIONS.........................................................................45

         10.1     Appointment...................................................................................45
</Table>


                                      -ii-
<PAGE>

                                TABLE OF CONTENTS
                                   (continued)

<Table>
<Caption>
                                                                                                               PAGE
<S>                                                                                                            <C>
         10.2     Delegation of Duties..........................................................................46
         10.3     Exculpatory Provisions........................................................................46
         10.4     Reliance on Communications....................................................................47
         10.5     Notice of Default.............................................................................47
         10.6     Non-Reliance on Administrative Agent and Other Lenders........................................47
         10.7     Indemnification...............................................................................48
         10.8     Administrative Agent in Its Individual Capacity...............................................48
         10.9     Successor Agent...............................................................................48

     SECTION 11.      MISCELLANEOUS.............................................................................49

         11.1     Notices.......................................................................................49
         11.2     Right of Set-Off..............................................................................50
         11.3     Benefit of Agreement..........................................................................50
         11.4     No Waiver; Remedies Cumulative................................................................53
         11.5     Payment of Expenses, etc......................................................................53
         11.6     Amendments, Waivers and Consents..............................................................54
         11.7     Counterparts/Telecopy.........................................................................55
         11.8     Confidentiality...............................................................................55
         11.9     Headings......................................................................................55
         11.10    Defaulting Lender.............................................................................55
         11.11    Survival of Indemnification and Representations and Warranties................................56
         11.12    Governing Law; Venue..........................................................................56
         11.13    Waiver of Jury Trial..........................................................................56
         11.14    Severability..................................................................................57
         11.15    Further Assurances............................................................................57
         11.16    Entirety......................................................................................57
         11.17    Binding Effect; Continuing Agreement..........................................................57
         11.18    USA Patriot Act...............................................................................58

SCHEDULES
Schedule 1.1(a)   Commitment Percentages
Schedule 1.1(b)   Pricing Schedule
Schedule 6.20     Secured Indebtedness
Schedule 6.21     Subsidiaries
Schedule 11.1     Notices
</Table>


                                     -iii-
<PAGE>


                                TABLE OF CONTENTS
                                   (continued)

<Table>
<Caption>
                                                                                                               PAGE
<S>                                                                                                            <C>
EXHIBITS

Exhibit 2.2       Form of Notice of Borrowing
Exhibit 2.4       Form of Notice of Continuation/Conversion
Exhibit 2.7       Form of Note
Exhibit 7.1(c)    Form of Officer's Certificate
Exhibit 11.3(b)   Form of Assignment Agreement
</Table>

                                      -iv-

<PAGE>


                           REVOLVING CREDIT AGREEMENT

         THIS REVOLVING CREDIT AGREEMENT (this "Credit Agreement"), dated as of
October 22, 2004, is entered into among ATMOS ENERGY CORPORATION, a Texas and
Virginia corporation (the "Borrower"), the Lenders (as defined herein) and BANK
ONE, NA as agent for the Lenders (in such capacity, the "Administrative Agent").

                                    RECITALS

         WHEREAS, the Borrower wishes, from time to time, to obtain loans in the
principal sum of up to $600,000,000 and the Lenders are willing to make such
loans to the Borrower, on the terms and conditions hereinafter set forth.

         NOW, THEREFORE, IN CONSIDERATION of the premises and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:

                                   SECTION 1.

                        DEFINITIONS AND ACCOUNTING TERMS

         1.1 DEFINITIONS.

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

                  "Acquisition Agreements" means the Agreement and Plan of
         Merger, dated as of June 17, 2004, by and between TXU Gas Company and
         LSG Acquisition Corporation, and all amendments and supplements thereto
         and all other related agreements and documents issued or delivered
         thereunder or pursuant thereto.

                  "Adjusted Eurodollar Rate" means the Eurodollar Rate plus the
         Applicable Percentage for Eurodollar Loans.

                  "Administrative Agent" means Bank One, NA and any successors
         and assigns in such capacity.

                  "Affiliate" means, with respect to any Person, any other
         Person directly or indirectly controlling, controlled by or under
         direct or indirect common control with such Person. A Person shall be
         deemed to control another Person if such Person possesses, directly or
         indirectly, the power (a) to vote 10% or more of the securities having
         ordinary voting power for the election of directors of such other
         Person or (b) to direct or cause direction of the management and
         policies of such other Person, whether through the ownership of voting
         securities, by contract or otherwise.

                  "Agency Services Address" means 1 Bank One Plaza, 10th Floor,
         Chicago, IL 60670 or such other address as the Administrative Agent may
         designate in writing.


<PAGE>

                  "Aggregate Commitment" means six hundred million Dollars
         ($600,000,000) as such amount may be otherwise reduced in accordance
         with Section 2.6.

                  "Applicable Percentage" - See the Pricing Schedule.

                  "Arrangers" means J.P. Morgan Securities Inc. and SunTrust
         Robinson Humphrey, a Division of SunTrust Capital Markets, Inc.

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

                  "Base Rate" means a fluctuating rate of interest equal to the
         higher of (a) the Prime Rate and (b) the sum of the Federal Funds Rate
         most recently determined by the Administrative Agent plus 1/2% per
         annum. If for any reason the Administrative Agent shall have determined
         (which determination shall be conclusive absent manifest error) that it
         is unable after due inquiry to ascertain the Federal Funds Rate for any
         reason, including the inability or failure of the Administrative Agent
         to obtain sufficient quotations in accordance with the terms hereof,
         the Base Rate shall be determined without regard to clause (a) of the
         first sentence of this definition until the circumstances giving rise
         to such inability no longer exist. Any change in the Base Rate due to a
         change in the Prime Rate or the Federal Funds Rate shall be effective
         on the effective date of such change in the Prime Rate or the Federal
         Funds Rate, respectively.

                  "Base Rate Loan" means a Loan which bears interest based on
         the Base Rate plus the Applicable Percentage.

                  "Borrower" means Atmos Energy Corporation, a Texas and
         Virginia corporation.

                  "Borrower Obligations" means, without duplication, all of the
         obligations of the Borrower to the Lenders and the Administrative
         Agent, whenever arising, under this Credit Agreement, the Notes or any
         of the other Credit Documents.

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

                  "Capital Stock" means (a) in the case of a corporation, all
         classes of capital stock of such corporation, (b) in the case of a
         partnership, partnership interests (whether general or limited), (c) in
         the case of a limited liability company, membership interests and (d)
         any other interest or participation that confers on a Person the right
         to receive a share of the profits and losses of, or distributions of
         assets of, the issuing Person.

                  "Change of Control" means either of the following events:

                           (a) any "person" or "group" (within the meaning of
                  Section 13(d) or 14(d) of the Exchange Act) has become,
                  directly or indirectly, the "beneficial


                                       2
<PAGE>

                  owner" (as defined in Rules 13d-3 (other than subsection (d)
                  thereof) and 13d-5 under the Exchange Act), by way of merger,
                  consolidation or otherwise of 40% or more of the voting power
                  of the Borrower on a fully-diluted basis, after giving effect
                  to the conversion and exercise of all outstanding warrants,
                  options and other securities of the Borrower convertible into
                  or exercisable for voting stock of the Borrower (whether or
                  not such securities are then currently convertible or
                  exercisable); or

                           (b) during any period of two consecutive calendar
                  years, individuals who at the beginning of such period
                  constituted the board of directors of the Borrower together
                  with any new members of such board of directors whose
                  elections by such board or board of directors or whose
                  nomination for election by the stockholders of the Borrower
                  was approved by a vote of a majority of the members of such
                  board of directors then still in office who either were
                  directors at the beginning of such period or whose election or
                  nomination for election was previously so approved cease for
                  any reason to constitute a majority of the directors of the
                  Borrower then in office.

                  "Closing Date" means the date hereof.

                  "Code" means the Internal Revenue Code of 1986, as amended
         from time to time, and the rules and regulations promulgated
         thereunder.

                  "Commitment Percentage" means, for each Lender, the percentage
         identified as its Commitment Percentage opposite such Lender's name on
         Schedule 1.1(a), as such percentage may be modified by assignment in
         accordance with the terms of this Credit Agreement.

                  "Commitments" means, collectively, each Lender's share of the
         Aggregate Commitment based upon such Lender's Commitment Percentage, as
         reflected on Schedule 1.1(a).

                  "Consolidated Capitalization" means, without duplication, the
         sum of (a) all of the shareholders' equity or net worth of the Borrower
         and its Subsidiaries on a consolidated basis, as determined in
         accordance with GAAP plus (b) the aggregate principal amount of
         Preferred Securities plus (c) the aggregate Minority Interests in
         Subsidiaries plus (d) Consolidated Funded Debt.

                  "Consolidated Funded Debt" means, without duplication, the sum
         of (a) all indebtedness of the Borrower and its Subsidiaries for
         borrowed money, (b) all purchase money indebtedness of the Borrower and
         its Subsidiaries (other than trade accounts payable), (c) the principal
         portion of all obligations of the Borrower and its Subsidiaries under
         capital leases, (d) all commercial letters of credit and all
         performance and standby letters of credit issued or bankers'
         acceptances created for the account of the Borrower or one of its
         Subsidiaries, including, without duplication, all unreimbursed draws
         thereunder, (e) all Guaranty Obligations of the Borrower and its
         Subsidiaries with respect to funded indebtedness of another Person of
         the types listed in clauses (a) through (d),

                                       3
<PAGE>


         (f) all indebtedness of another entity secured by a Lien on any
         property of the Borrower or any of its Subsidiaries whether or not such
         indebtedness has been assumed by the Borrower or any of its
         Subsidiaries, (g) all indebtedness of any partnership or unincorporated
         joint venture to the extent the Borrower or one of its Subsidiaries is
         legally obligated with respect thereto, net of any assets of such
         partnership or joint venture and in the case of the Capital Stock of
         such partnership or joint venture being held by a Subsidiary, limited
         to the net worth of such Subsidiary, (h) all obligations of the
         Borrower and its Subsidiaries to advance or provide funds or other
         support for the payment or purchase of funded indebtedness (including,
         without limitation, maintenance agreements, comfort letters or similar
         agreements or arrangements) (other than as may be given in respect of
         AEM) and (i) the principal balance outstanding under any synthetic
         lease, tax retention operating lease, off-balance sheet loan or similar
         off-balance sheet financing product of the Borrower or one of its
         Material Subsidiaries where such transaction is considered borrowed
         money indebtedness for tax purposes but is classified as an operating
         lease in accordance with GAAP; provided that neither the indebtedness
         of Atmos Energy Marketing, LLC ("AEM") incurred in connection with the
         purchase of gas by AEM for resale to the Borrower nor the guaranty by
         the Borrower or one of its Subsidiaries of such indebtedness shall be
         included in this definition if such indebtedness has been outstanding
         for less than two months from the date of its incurrence by AEM.

                  "Consolidated Net Property" means the Fixed Assets less,
         without duplication, the amount of accumulated depreciation and
         amortization attributable thereto.

                  "Credit Documents" means this Credit Agreement, the Notes, any
         Notice of Borrowing and all other related agreements and documents
         issued or delivered hereunder or thereunder or pursuant hereto or
         thereto.

                  "Debt to Capitalization Ratio" means the ratio of (a)
         Consolidated Funded Debt to (b) Consolidated Capitalization.

                  "Default" means any event, act or condition which with notice
         or lapse of time, or both, would constitute an Event of Default.

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

                  "Dollars" and "$" means dollars in lawful currency of the
         United States of America.

                  "Effective Date" means the date on which all of the conditions
         set forth in Section 5.1 shall have been fulfilled (or waived in the
         sole discretion of the Lenders).

                  "Eligible Assignee" means (a) a Lender; (b) an Affiliate of a
         Lender; and (c) any other Person approved by the Administrative Agent
         and the Borrower (such approval not


                                       4
<PAGE>


         to be unreasonably withheld or delayed); provided that (i) the
         Borrower's consent is not required during the existence and
         continuation of a Default or an Event of Default, (ii) approval by the
         Borrower shall be deemed given if no objection is received by the
         Administrative Agent from the Borrower within five Business Days after
         notice of such proposed assignment has been received by the Borrower;
         and (iii) neither the Borrower nor an Affiliate of the Borrower shall
         qualify as an Eligible Assignee.

                  "Environmental Laws" means any current or future legal
         requirement of any Governmental Authority pertaining to (a) the
         protection of health, safety, and the indoor or outdoor environment,
         (b) the conservation, management, or use of natural resources and
         wildlife, (c) the protection or use of surface water and groundwater or
         (d) the management, manufacture, possession, presence, use, generation,
         transportation, treatment, storage, disposal, release, threatened
         release, abatement, removal, remediation or handling of, or exposure
         to, any hazardous or toxic substance or material or (e) pollution
         (including any release to land surface water and groundwater) and
         includes, without limitation, the Comprehensive Environmental Response,
         Compensation, and Liability Act of 1980, as amended by the Superfund
         Amendments and Reauthorization Act of 1986, 42 USC 9601 et seq., Solid
         Waste Disposal Act, as amended by the Resource Conservation and
         Recovery Act of 1976 and Hazardous and Solid Waste Amendment of 1984,
         42 USC 6901 et seq., Federal Water Pollution Control Act, as amended by
         the Clean Water Act of 1977, 33 USC 1251 et seq., Clean Air Act of
         1966, as amended, 42 USC 7401 et seq., Toxic Substances Control Act of
         1976, 15 USC 2601 et seq., Hazardous Materials Transportation Act, 49
         USC App. 1801 et seq., Occupational Safety and Health Act of 1970, as
         amended, 29 USC 651 et seq., Oil Pollution Act of 1990, 33 USC 2701 et
         seq., Emergency Planning and Community Right-to-Know Act of 1986, 42
         USC 11001 et seq., National Environmental Policy Act of 1969, 42 USC
         4321 et seq., Safe Drinking Water Act of 1974, as amended, 42 USC
         300(f) et seq., any analogous implementing or successor law, and any
         amendment, rule, regulation, order, or directive issued thereunder.

                  "ERISA" means the Employee Retirement Income Security Act of
         1974, as amended, and any successor statute thereto, as interpreted by
         the rules and regulations thereunder, all as the same may be in effect
         from time to time. References to sections of ERISA shall be construed
         also to refer to any successor sections.

                  "ERISA Affiliate" means an entity, whether or not
         incorporated, which is under common control with the Borrower or any of
         its Subsidiaries within the meaning of Section 4001(a)(14) of ERISA, or
         is a member of a group which includes the Borrower or any of its
         Subsidiaries and which is treated as a single employer under Sections
         414(b), (c), (m), or (o) of the Code.

                  "Eurodollar Loan" means a Loan bearing interest at the
         Adjusted Eurodollar Rate.

                  "Eurodollar Rate" means, with respect to any Interest Period,
         the applicable British Bankers' Association LIBOR rate for deposits in
         U.S. dollars as reported by any generally recognized financial
         information service as of 11:00 a.m. (London time) two Business Days
         prior to the first day of the applicable Interest Period, and having a


                                       5
<PAGE>


         maturity equal to such Interest Period, adjusted for Federal Reserve
         Board reserve requirements by multiplying the rate so appearing by a
         fraction (i) the numerator of which is one and (ii) the denominator of
         which is one minus the Eurodollar Reserve Percentage.

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

                  "Event of Default" has the meaning specified in Section 9.1.

                  "Exchange Act" means the Securities Exchange Act of 1934, as
         amended, and the rules and regulations promulgated thereunder.

                  "Existing Credit Agreement" means that certain 364-Day
         Revolving Credit Agreement, dated as of July 23, 2004, among the
         Borrower, the lenders identified therein and Bank One, NA, as
         administrative agent, as amended, modified, supplemented or replaced
         from time to time.

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

                  "Fee Letter" means that certain letter agreement, dated as of
         June 30, 2004, between the Administrative Agent and the Borrower, as
         amended, modified, supplemented or replaced from time to time.

                  "Financial Officer" means any one of the chief financial
         officer, the controller or the treasurer of the Borrower.

                  "Fixed Assets" means the assets of the Borrower and its
         Subsidiaries constituting "net property, plant and equipment" on the
         consolidated balance sheet of the Borrower and its Subsidiaries.


                                       6
<PAGE>

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

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

                  "Guaranty Obligations" means, with respect to any Person,
         without duplication, any obligations (other than endorsements in the
         ordinary course of business of negotiable instruments for deposit or
         collection) guaranteeing any indebtedness for borrowed money of any
         other Person in any manner, whether direct or indirect, and including
         without limitation any obligation, whether or not contingent, (a) to
         purchase any such indebtedness or other obligation or any property
         constituting security therefor, (b) to lease or purchase property,
         securities or services primarily for the purpose of assuring the owner
         of such indebtedness or (c) to otherwise assure or hold harmless the
         owner of such indebtedness or obligation against loss in respect
         thereof. The amount of any Guaranty Obligation hereunder shall (subject
         to any limitations set forth therein) be deemed to be an amount equal
         to the outstanding principal amount of the indebtedness in respect of
         which such Guaranty Obligation is made.

                  "Interest Payment Date" means (a) as to Base Rate Loans, the
         last day of each fiscal quarter of the Borrower and the Maturity Date,
         and (b) as to Eurodollar Loans, the last day of each applicable
         Interest Period and the Maturity Date and, in addition, where the
         applicable Interest Period for a Eurodollar Loan is greater than three
         months, then also on the last day of each three-month period during
         such Interest Period.

                  "Interest Period" means as to Eurodollar Loans, a period of
         one, two, three or six months' duration, as the Borrower may elect,
         commencing, in each case, on the date of the borrowing (including
         continuations and conversions of Eurodollar Loans); provided, however,
         (a) if any Interest Period would end on a day which is not a Business
         Day, such Interest Period shall be extended to the next succeeding
         Business Day (except that where the next succeeding Business Day falls
         in the next succeeding calendar month, then such Interest Period shall
         end on the next preceding Business Day), (b) no Interest Period shall
         extend beyond the Maturity Date and (c) with respect to Eurodollar
         Loans, where an Interest Period begins on a day for which there is no
         numerically corresponding day in the calendar month in which the
         Interest Period is to end, such Interest Period shall end on the last
         Business Day of such calendar month.

                  "Lender" means any of the Persons identified as a "Lender" on
         the signature pages hereto, and any Eligible Assignee which may become
         a Lender by way of assignment in accordance with the terms hereof,
         together with their successors and permitted assigns.

                  "Lien" means any mortgage, pledge, hypothecation, assignment,
         deposit arrangement, security interest, encumbrance, lien (statutory or
         otherwise), preference, priority or charge of any kind.

                  "Loan" means a loan made by a Lender to the Borrower pursuant
         to Section 2.1.


                                       7
<PAGE>

                  "Material Adverse Effect" means a material adverse effect on
         (a) the business, assets, liabilities, results of operations or
         financial condition of the Borrower and its Subsidiaries, taken as a
         whole, (b) the ability of the Borrower to perform its obligations under
         this Credit Agreement or (c) the validity or enforceability of this
         Credit Agreement, any of the other Credit Documents, or the rights and
         remedies of the Lenders hereunder or thereunder.

                  "Material Subsidiary" means, at any date, a Subsidiary of the
         Borrower whose aggregate assets properly included under the category
         "property, plant and equipment" on the balance sheet of such
         Subsidiary, less the amount of depreciation and amortization
         attributable thereto, constitutes at least 10% of Consolidated Net
         Property as of such date; provided that if at any time the Borrower has
         Subsidiaries that are not Material Subsidiaries whose total aggregate
         assets under the category "property, plant and equipment" on the
         balance sheet of such Subsidiaries, less the amount of depreciation and
         amortization attributable thereto, constitute more than 20% of
         Consolidated Net Property as of such date the Borrower shall designate
         one or more of such Subsidiaries as Material Subsidiaries for the
         purposes of this Credit Agreement in order that all Subsidiaries of the
         Borrower, other than Material Subsidiaries, own not more than 20% of
         Consolidated Net Property.

                  "Maturity Date" means October 20, 2005, provided that if the
         Borrower fails to deliver to the Administrative Agent on or before
         December 30, 2004 evidence satisfactory to the Administrative Agent of
         the authorization by the Virginia State Corporation Commission of the
         borrowing of Loans hereunder having a maturity of October 20, 2005,
         then the Maturity Date shall be December 31, 2004.

                  "Minority Interests" means interests owned by Persons (other
         than the Borrower or a Subsidiary of the Borrower) in a Subsidiary of
         the Borrower in which less than 100% of all classes of the voting
         securities are owned by the Borrower or its Subsidiaries.

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

                  "Moody's Rating" - see the Pricing Schedule.

                  "Multiemployer Plan" means a Plan covered by Title IV of ERISA
         which is a multiemployer plan as defined in Section 3(37) or 4001(a)(3)
         of ERISA.

                  "Multiple Employer Plan" means a Plan covered by Title IV of
         ERISA, other than a Multiemployer Plan, which the Borrower or any ERISA
         Affiliate and at least one employer other than the Borrower or any
         ERISA Affiliate are contributing sponsors.

                  "1957 Indenture" means, collectively, that certain Indenture
         of Mortgage, dated as of March 1, 1957, granted by Greeley Gas Company
         (predecessor in interest to the Borrower) to The Central Bank and Trust
         Company, as original Trustee, and all Supplemental Indentures thereto.


                                       8
<PAGE>

                  "1959 Indenture" means, collectively, that certain Indenture
         of Mortgage, dated as of July 15, 1959, granted by United Cities Gas
         Company (predecessor in interest to the Borrower) to City National Bank
         and Trust Company of Chicago and R. Emmett Hanley, as the original
         Trustees, and all Supplemental Indentures thereto, including, without
         limitation, that certain First Supplemental Indenture, dated as of
         November 1, 1960; that certain Second Supplemental Indenture, dated as
         of June 1, 1962; that certain Third Supplemental Indenture, dated as of
         February 1, 1963; that certain Fourth Supplemental Indenture, dated as
         of June 15, 1963; that certain Fifth Supplemental Indenture, dated as
         of November 15, 1964; that certain Sixth Supplemental Indenture, dated
         as of March 15, 1968; that certain Seventh Supplemental Indenture,
         dated as of August 1, 1970; that certain Eighth Supplemental Indenture,
         dated as of September 1, 1972; that certain Ninth Supplemental
         Indenture, dated as of January 1, 1974; that certain Tenth Supplemental
         Indenture, dated as of July 1, 1976; that certain Eleventh Supplemental
         Indenture, dated as of December 1, 1976; that certain Twelfth
         Supplemental Indenture, dated as of April 1, 1981; that certain
         Thirteenth Supplemental Indenture, dated as of May 1, 1982; that
         certain Fourteenth Supplemental Indenture, dated as of March 1, 1987;
         that certain Fifteenth Supplemental Indenture, dated as of October 1,
         1987; that certain Sixteenth Supplemental Indenture, dated as of
         December 1, 1989; that certain Seventeenth Supplemental Indenture,
         dated as of April 1, 1990; that certain Eighteenth Supplemental
         Indenture, dated as of June 1, 1991; that certain Nineteenth
         Supplemental Indenture, dated as of May 1, 1992; that certain Twentieth
         Supplemental Indenture, dated as of December 1, 1992; that certain
         Twenty-First Supplemental Indenture, dated as of February 5, 1997; and
         that certain Twenty-Second Supplemental Indenture, dated as of July 29,
         1997.

                  "1998 Indenture" means, collectively, that certain Indenture,
         dated as of July 15, 1998, granted by the Borrower to US Bank Trust
         National Association, as Trustee, and all Supplemental Indentures
         thereto.

                  "Non-Recourse Indebtedness" means, at any time, indebtedness
         incurred after the date hereof by the Borrower or a Material Subsidiary
         in connection with the acquisition of property or assets by the
         Borrower or such Material Subsidiary or the financing of the
         construction of or improvements on property, whenever acquired, that,
         under the terms of such indebtedness and pursuant to applicable law,
         the recourse at such time and thereafter of the lenders with respect to
         such indebtedness is limited to the property or assets so acquired, or
         such construction or improvements, and any accession or additions
         thereto and proceeds thereof, including indebtedness as to which a
         performance or completion guarantee or similar undertaking was
         initially applicable to such indebtedness or the related property or
         assets if such guarantee or similar undertaking has been satisfied and
         is no longer in effect at such time. Indebtedness which is otherwise
         Non-Recourse Indebtedness will not lose its character as Non-Recourse
         Indebtedness because there is recourse to the Borrower, any Material
         Subsidiary, any guarantor or any other Person for (a) environmental
         representations, warranties or indemnities, or (b) indemnities for and
         liabilities arising from (i) fraud, (ii) misrepresentation, (iii)
         misapplication or non-payment of rents, profits, insurance and
         condemnation proceeds and other sums actually received from secured
         assets to be paid to the lender, (iv) waste, (v) materialmen's and
         mechanics' liens or (vi) similar matters.


                                       9
<PAGE>

                  "Notes" means the promissory notes of the Borrower in favor of
         each Lender evidencing the Loans and substantially in the form of
         Exhibit 2.7, as such promissory notes may be amended, modified,
         supplemented or replaced from time to time.

                  "Notice of Borrowing" means a request by the Borrower for a
         Loan in the form of Exhibit 2.2.

                  "Notice of Continuation/Conversion" means a request by the
         Borrower for the continuation or conversion of a Loan in the form of
         Exhibit 2.4.

                  "PBGC" means the Pension Benefit Guaranty Corporation
         established pursuant to Subtitle A of Title IV of ERISA and any
         successor thereto.

                  "Permitted Lien" means, with respect to any asset, the Liens
         permitted to exist on such asset under Section 8.6.

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

                  "Plan" means any employee benefit plan (as defined in Section
         3(3) of ERISA) which is covered by ERISA and with respect to which the
         Borrower or any ERISA Affiliate is (or, if such plan were terminated at
         such time, would under Section 4069 of ERISA be deemed to be) an
         "employer" within the meaning of Section 3(5) of ERISA.

                  "Preferred Securities" means, at any date, any equity
         interests in the Borrower, in a Special Purpose Financing Subsidiary of
         the Borrower or in any other Subsidiary of the Borrower (such as those
         known as "TECONS", "MIPS" or "RHINOS"): (a) that are not (i) required
         to be redeemed or redeemable at the option of the holder thereof prior
         to the fifth anniversary of the Maturity Date or (ii) convertible into
         or exchangeable for (unless solely at the option of the Borrower or
         such Subsidiary of the Borrower) equity interests referred to in clause
         (i) above or indebtedness having a scheduled maturity, or requiring any
         repayments or prepayments of principal or any sinking fund or similar
         payments in respect of principal or providing for any such repayment,
         prepayment, sinking fund or other payment at the option of the holder
         thereof prior to the fifth anniversary of the Maturity Date and (b) as
         to which, at such date, the Borrower or such Subsidiary of the Borrower
         has the right to defer the payment of all dividends and other
         distributions in respect thereof for the period of at least 19
         consecutive quarters beginning at such date.

                  "Pricing Schedule" - See Schedule 1.1(b).

                  "Prime Rate" means a rate per annum equal to the prime rate of
         interest announced from time to time by Bank One, NA or its parent
         (which is not necessarily the lowest rate charged to any customer),
         changing when and as said prime rate changes.

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


                                       10
<PAGE>

                  "Regulation A, D, T, U, or X" means Regulation A, D, T, U or
         X, respectively, of the Board of Governors of the Federal Reserve
         System (or any successor body) as from time to time in effect, any
         amendment thereto and any successor to all or a portion thereof.

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

                  "Required Lenders" means Lenders whose aggregate Credit
         Exposure (as hereinafter defined) constitutes more than 51% of the
         aggregate Credit Exposure of all Lenders at such time; provided,
         however, that if any Lender shall be a Defaulting Lender at such time
         then there shall be excluded from the determination of Required Lenders
         the aggregate principal amount of Credit Exposure of such Lender at
         such time. For purposes of the preceding sentence, the term "Credit
         Exposure" as applied to each Lender shall mean (a) at any time prior to
         the termination of the Commitments, the Commitment Percentage of such
         Lender multiplied by the Aggregate Commitment and (b) at any time after
         the termination of the Commitments, the sum of the principal balance of
         the outstanding Loans of such Lender.

                  "S&P" means Standard & Poor's Ratings Services, a division of
         McGraw Hill, Inc., or any successor or assignee of the business of such
         division in the business of rating securities.

                  "S&P Rating" - see the Pricing Schedule.

                  "SEC" means the Securities and Exchange Commission or any
         successor agency.

                  "Securities Act" means the Securities Act of 1933, as amended,
         and the rules and regulations promulgated thereunder.

                  "Single Employer Plan" means any Plan which is covered by
         Title IV of ERISA, but which is not a Multiemployer Plan or a Multiple
         Employer Plan.

                  "Special Purpose Financing Subsidiary" means a Subsidiary of
         the Borrower that has no direct or indirect interest in the business of
         the Borrower and its other Subsidiaries and was formed solely for the
         purpose of issuing Preferred Securities.

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

                  "Termination Event" means (a) with respect to any Single
         Employer Plan, the occurrence of a Reportable Event or the substantial
         cessation of operations (within the


                                       11
<PAGE>


         meaning of Section 4062(e) of ERISA), (b) the withdrawal of the
         Borrower or any ERISA Affiliate from a Multiple Employer Plan during a
         plan year in which it was a substantial employer (as such term is
         defined in Section 4001(a)(2) of ERISA), or the termination of a
         Multiple Employer Plan, (c) the distribution of a notice of intent to
         terminate or the actual termination of a Plan pursuant to Section
         4041(a)(2) or 4041A of ERISA, (d) the institution of proceedings to
         terminate or the actual termination of a Plan by the PBGC under Section
         4042 of ERISA, (e) any event or condition which might reasonably
         constitute grounds under Section 4042 of ERISA for the termination of,
         or the appointment of a trustee to administer, any Plan, or (f) the
         complete or partial withdrawal of the Borrower or any ERISA Affiliate
         from a Multiemployer Plan.

                  "Total Assets" means all assets of the Borrower as shown on
         its most recent quarterly consolidated balance sheet, as determined in
         accordance with GAAP.

                  "TXU Acquisition" has the meaning set forth in Section 6.7.

                  "2001 Indenture" means, collectively, that certain Indenture,
         dated as of May 22, 2001, granted by the Borrower to SunTrust Bank,
         Atlanta, as Trustee, and all Supplemental Indentures thereto.

                  "Unused Aggregate Commitment" means, for any period from the
         Effective Date to the Maturity Date, the amount by which (a) the daily
         average Aggregate Commitment for such period exceeds (b) the daily
         average sum for such period of the aggregate principal amount of all
         Loans outstanding.

                  "Unused Fees" has the meaning set forth in Section 3.4(a).

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

                  "Utilized Revolving Commitment" means, for any day that the
         Utilization Fees are required to be paid pursuant to Section 3.4(b),
         the amount equal to the principal amount of Loans outstanding on such
         day.

         1.2 COMPUTATION OF TIME PERIODS.

         For purposes of computation of periods of time hereunder, the word
"from" means "from and including" and the words "to" and "until" each mean "to
but excluding." References in this Credit Agreement to "Articles", "Sections",
"Schedules" or "Exhibits" shall be to Articles, Sections, Schedules or Exhibits
of or to this Credit Agreement unless otherwise specifically provided.

         1.3 ACCOUNTING TERMS.

         Except as otherwise expressly provided herein, all accounting terms
used herein shall be interpreted, and all financial statements and certificates
and reports as to financial matters required to be delivered to the Lenders
hereunder shall be prepared, in accordance with GAAP applied on a consistent
basis. All calculations made for the purposes of determining compliance with
this Credit Agreement shall (except as otherwise expressly provided herein) be
made by


                                       12
<PAGE>


application of GAAP applied on a basis consistent with the most recent annual or
quarterly financial statements delivered pursuant to Section 7.1 (or, prior to
the delivery of the first financial statements pursuant to Section 7.1,
consistent with the financial statements described in Section 5.1(d)); provided,
however, if (a) the Borrower shall object to determining such compliance on such
basis at the time of delivery of such financial statements due to any change in
GAAP or the rules promulgated with respect thereto or (b) the Administrative
Agent or the Required Lenders shall so object in writing within 30 days after
delivery of such financial statements, then such calculations shall be made on a
basis consistent with the most recent financial statements delivered by the
Borrower to the Lenders as to which no such objection shall have been made.

         1.4 TIME.

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

                                   SECTION 2.

                                      LOANS

         2.1 AGGREGATE COMMITMENT.

         Subject to the terms and conditions set forth herein, each Lender
severally agrees to make Loans to the Borrower in Dollars, at any time and from
time to time, during the period from the Effective Date to the Maturity Date
(each a "Loan" and collectively the "Loans"); provided, however, that (i) the
aggregate amount of Loans outstanding shall not exceed the Aggregate Commitment
and (ii) with respect to each individual Lender, the Lender's Commitment
Percentage multiplied by the outstanding Loans shall not exceed such Lender's
Commitment. Subject to the terms of this Credit Agreement, the Borrower may
borrow, repay and reborrow Loans.

         2.2 METHOD OF BORROWING FOR LOANS.

         By no later than 11:00 a.m. (a) on the date of the requested borrowing
of Loans that will be Base Rate Loans or (b) three Business Days prior to the
date of the requested borrowing of Loans that will be Eurodollar Loans, the
Borrower shall telephone the Administrative Agent as well as submit a written
Notice of Borrowing in the form of Exhibit 2.2 to the Administrative Agent
setting forth (i) the amount requested, (ii) whether such Loans shall accrue
interest at the Base Rate or the Adjusted Eurodollar Rate, (iii) with respect to
Loans that will be Eurodollar Loans, the Interest Period applicable thereto and
(iv) certification that the Borrower has complied in all respects with Section
5.2.

         2.3 FUNDING OF LOANS.

         Upon receipt of a Notice of Borrowing, the Administrative Agent shall
promptly inform the Lenders as to the terms thereof. Each such Lender shall make
its Commitment Percentage of the requested Loans available to the Administrative
Agent by 1:00 p.m. on the date specified in the Notice of Borrowing by deposit,
in Dollars, of immediately available funds at the Agency


                                       13
<PAGE>


Services Address. The amount of the requested Loans will then be made available
to the Borrower by the Administrative Agent by crediting the account of the
Borrower on the books of such office of the Administrative Agent, to the extent
the amount of such Loans are made available to the Administrative Agent.

         No Lender shall be responsible for the failure or delay by any other
Lender in its obligation to make Loans hereunder; provided, however, that the
failure of any Lender to fulfill its obligations hereunder shall not relieve any
other Lender of its obligations hereunder. Unless the Administrative Agent shall
have been notified by any Lender prior to 1:00 p.m. on the date specified in the
Notice of Borrowing that such Lender does not intend to make available to the
Administrative Agent its portion of the Loans to be made on such date, the
Administrative Agent may assume that such Lender has made such amount available
to the Administrative Agent on the date of such Loans, and the Administrative
Agent in reliance upon such assumption, may (in its sole discretion but without
any obligation to do so) make available to the Borrower a corresponding amount.
If such corresponding amount is not in fact made available to the Administrative
Agent, the Administrative Agent shall be able to recover such corresponding
amount from such Lender. If such Lender does not pay such corresponding amount
forthwith upon the Administrative Agent's demand therefor, the Administrative
Agent will promptly notify the Borrower, and the Borrower shall immediately pay
such corresponding amount to the Administrative Agent. The Administrative Agent
shall also be entitled to recover from the Lender or the Borrower, as the case
may be, interest on such corresponding amount in respect of each day from the
date such corresponding amount was made available by the Administrative Agent to
the Borrower to the date such corresponding amount is recovered by the
Administrative Agent at a per annum rate equal to (a) from the Borrower at the
applicable rate for such Loan pursuant to the Notice of Borrowing and (b) from a
Lender at the Federal Funds Rate.

         2.4 CONTINUATIONS AND CONVERSIONS.

         The Borrower shall have the option, on any Business Day, to continue
existing Eurodollar Loans for a subsequent Interest Period, to convert Base Rate
Loans into Eurodollar Loans or to convert Eurodollar Loans into Base Rate Loans;
provided, however, that (a) each such continuation or conversion must be
requested by the Borrower pursuant to a written Notice of
Continuation/Conversion, in the form of Exhibit 2.4, in compliance with the
terms set forth below, (b) except as provided in Section 4.1, Eurodollar Loans
may only be continued or converted into Base Rate Loans on the last day of the
Interest Period applicable thereto, (c) at the election of the Required Lenders,
Eurodollar Loans may not be continued nor may Base Rate Loans be converted into
Eurodollar Loans during the existence and continuation of an Event of Default
and (d) any request to extend a Eurodollar Loan that fails to comply with the
terms hereof or any failure to request an extension of a Eurodollar Loan at the
end of an Interest Period shall constitute a conversion to a Base Rate Loan on
the last day of the applicable Interest Period. Each continuation or conversion
must be requested by the Borrower no later than 11:00 a.m. (i) on the date for a
requested conversion of a Eurodollar Loan to a Base Rate Loan or (ii) three
Business Days prior to the date for a requested continuation of a Eurodollar
Loan or conversion of a Base Rate Loan to a Eurodollar Loan, in each case
pursuant to a written Notice of Continuation/Conversion submitted to the
Administrative Agent which shall set forth (A) whether the Borrower wishes to
continue or convert such Loans and (B) if the request is to


                                       14
<PAGE>


continue a Eurodollar Loan or convert a Base Rate Loan to a Eurodollar Loan, the
Interest Period applicable thereto.

         2.5 MINIMUM AMOUNTS.

         Each request for a Loan or a conversion or continuation hereunder shall
be subject to the following requirements: (a) each Eurodollar Loan shall be in a
minimum of $5,000,000 (and in integral multiples of $1,000,000 in excess
thereof), (b) each Base Rate Loan shall be in a minimum amount of the lesser of
$5,000,000 (and in integral multiples of $1,000,000 in excess thereof) or the
remaining amount of the Aggregate Commitment available to be borrowed and (c) no
more than five Eurodollar Loans shall be outstanding hereunder at any one time.
For the purposes of this Section 2.5, all Eurodollar Loans with the same
Interest Periods that begin and end on the same date shall be considered as one
Eurodollar Loan, but Eurodollar Loans with different Interest Periods, even if
they begin on the same date, shall be considered separate Eurodollar Loans.

         2.6 REDUCTIONS OF AGGREGATE COMMITMENT.

         Upon at least three Business Days' prior written notice, the Borrower
shall have the right to permanently terminate or reduce the aggregate unused
amount of the Aggregate Commitment at any time or from time to time; provided
that (a) each partial reduction shall be in an aggregate amount at least equal
to $5,000,000 and in integral multiples of $1,000,000 above such amount and (b)
no reduction shall be made which would reduce the Aggregate Commitment to an
amount less than the sum of the then outstanding Loans. Any reduction in (or
termination of) the Aggregate Commitment shall be permanent and may not be
reinstated.

         2.7 NOTES.

         The Loans made by any Lender may, at the request of a Lender, be
evidenced by a promissory note of the Borrower payable to such Lender in
substantially the form of Exhibit 2.7 (the "Notes").

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


                                       15
<PAGE>

                                   SECTION 3.

                                    PAYMENTS

         3.1 INTEREST.

                  (a) Interest Rate.

                           (i) All Base Rate Loans shall accrue interest at the
                  Base Rate plus the Applicable Percentage.

                           (ii) All Eurodollar Loans shall accrue interest at
                  the Adjusted Eurodollar Rate applicable to each Eurodollar
                  Loan.

                  (b) Default Rate of Interest. Upon the occurrence, and during
         the continuation, of an Event of Default under Section 9.1(a) or, at
         the request of the Required Lenders, any other Event of Default, the
         principal of and, to the extent permitted by law, interest on the Loans
         and any other amounts owing hereunder or under the other Credit
         Documents shall bear interest, payable on demand, at a per annum rate
         equal to two percent (2%) plus the rate which would otherwise be
         applicable (or if no rate is applicable, then the rate for Loans that
         are Base Rate Loans plus two percent (2%) per annum).

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

         3.2 PREPAYMENTS.

                  (a) Voluntary Prepayments. The Borrower shall have the right
         to prepay Loans in whole or in part from time to time without premium
         or penalty; provided, however, that (i) Eurodollar Loans may only be
         prepaid on three Business Days' prior written notice to the
         Administrative Agent and any prepayment of Eurodollar Loans will be
         subject to Section 4.3; and (ii) each such partial prepayment of Loans
         shall be in the minimum principal amount of $5,000,000 and in integral
         multiples of $1,000,000 above such amount. Amounts prepaid hereunder
         shall be applied as the Borrower may elect; provided that if the
         Borrower fails to specify the application of a voluntary prepayment
         then such prepayment shall be applied first to Base Rate Loans, and
         then to Eurodollar Loans in direct order of Interest Period maturities
         pro rata among all Lenders holding same.

                  (b) Mandatory Prepayments. If at any time the amount of Loans
         outstanding exceeds the Aggregate Commitment, the Borrower shall
         immediately make a principal payment to the Administrative Agent in the
         manner and in an amount such that the amount of Loans outstanding is
         less than or equal to the Aggregate Commitment. Any payments made under
         this Section 3.2(b) shall be subject to Section 4.3 and shall be
         applied first to Base Rate Loans and then to Eurodollar Loans in direct
         order of Interest Period maturities pro rata among all Lenders holding
         same.


                                       16
<PAGE>


         3.3 PAYMENT IN FULL AT MATURITY.

         On the Maturity Date, the entire outstanding principal balance of all
Loans, together with accrued but unpaid interest and all other sums owing under
this Credit Agreement and the other Credit Documents, shall be due and payable
in full, unless accelerated sooner pursuant to Section 9.2.

         3.4 FEES.

                  (a) Unused Fees.

                           (i) In consideration of the Aggregate Commitment
                  being made available by the Lenders hereunder, the Borrower
                  agrees to pay to the Administrative Agent, for the pro rata
                  benefit of each Lender, a per annum fee equal to the
                  Applicable Percentage for Unused Fees (as set forth on the
                  Pricing Schedule) on the Unused Aggregate Commitment (the
                  "Unused Fees").

                           (ii) The accrued Unused Fees shall be due and payable
                  in arrears five Business Days after the end of each fiscal
                  quarter of the Borrower (as well as on the Maturity Date) for
                  the immediately preceding fiscal quarter (or portion thereof),
                  beginning with the first of such dates to occur after the
                  Effective Date.

                  (b) Utilization Fees. For each day that the principal amount
         of outstanding Loans hereunder shall exceed an amount equal to fifty
         percent (50%) of the Aggregate Commitment, the Borrower shall pay to
         the Administrative Agent, for the pro rata benefit of the Lenders, a
         per annum fee equal to the Applicable Percentage for Utilization Fees
         (as set forth on the Pricing Schedule) on the outstanding principal
         balance of the Loans (the "Utilization Fees"). The Utilization Fees, if
         any, shall be due and payable in arrears five Business Days after the
         end of each fiscal quarter of the Borrower (as well as on the Maturity
         Date) for the immediately preceding fiscal quarter (or portion
         thereof), beginning with the first of such dates to occur after the
         Effective Date.

                  (c) Administrative Fees. The Borrower agrees to pay to the
         Administrative Agent, for its own account, an annual fee as agreed to
         between the Borrower and the Administrative Agent in the Fee Letter.

         3.5 PLACE AND MANNER OF PAYMENTS.

         All payments of principal, interest, fees, expenses and other amounts
to be made by the Borrower under this Credit Agreement shall be made
unconditionally and without setoff, deduction, defense, recoupment or
counterclaim and received not later than 2:00 p.m. on the date when due, in
Dollars and in immediately available funds, by the Administrative Agent at the
Agency Services Address. In the event any such payment shall be due on a day
that is not a Business Day, the applicable payment date shall be the next
succeeding Business Day, except, with respect to Eurodollar Loans, if the next
succeeding Business Day shall fall in the next succeeding calendar month, then
such payment shall be due on the next preceding Business Day. The Borrower
shall, at the time it makes any payment under this Credit Agreement, specify to
the Administrative Agent, the Loans, fees or other amounts payable by the
Borrower hereunder

                                       17
<PAGE>

to which such payment is to be applied (and in the event that it fails to
specify, or if such application would be inconsistent with the terms hereof, the
Administrative Agent shall distribute such payment to the Lenders in such manner
as it reasonably determines in its sole discretion.)

         3.6 PRO RATA TREATMENT.

         Except to the extent otherwise provided herein, all Loans, each payment
or prepayment of principal of any Loan, each payment of interest on the Loans,
each payment of Unused Fees, each payment of Utilization Fees, each reduction of
the Aggregate Commitment, and each conversion or continuation of any Loans,
shall be allocated pro rata among the Lenders in accordance with the respective
Commitment Percentages; provided that, if any Lender shall have failed to pay
its applicable pro rata share of any Loan, then any amount to which such Lender
would otherwise be entitled pursuant to this Section 3.6 shall instead be
payable to the Administrative Agent until the share of such Loan not funded by
such Lender has been repaid and any interest owed by such Lender as a result of
such failure to fund has been paid; and provided further, that in the event any
amount paid to any Lender pursuant to this Section 3.6 is rescinded or must
otherwise be returned by the Administrative Agent, each Lender shall, upon the
request of the Administrative Agent, repay to the Administrative Agent the
amount so paid to such Lender, with interest for the period commencing on the
date such payment is returned by the Administrative Agent until the date the
Administrative Agent receives such repayment at a rate per annum equal to,
during the period to but excluding the date two Business Days after such
request, the Federal Funds Rate, and thereafter, the Base Rate plus two percent
(2%) per annum.

         3.7 COMPUTATIONS OF INTEREST AND FEES.

                  (a) Except for Base Rate Loans accruing interest at the Prime
         Rate, which interest shall be computed on the basis of a 365 or 366 day
         year as the case may be, all computations of interest and fees
         hereunder shall be made on the basis of the actual number of days
         elapsed over a year of 360 days. Interest shall accrue from the date a
         Loan is made until the date such Loan is repaid or continued or
         converted pursuant to Section 2.4.

                  (b) It is the intent of the Lenders and the Borrower to
         conform to and contract in strict compliance with applicable usury law
         from time to time in effect. All agreements between the Lenders and the
         Borrower are hereby limited by the provisions of this paragraph which
         shall override and control all such agreements, whether now existing or
         hereafter arising and whether written or oral. In no way, nor in any
         event or contingency (including but not limited to prepayment or
         acceleration of the maturity of any obligation), shall the interest
         taken, reserved, contracted for, charged, or received under this Credit
         Agreement, under the Notes or otherwise, exceed the maximum nonusurious
         amount permissible under applicable law. If, from any possible
         construction of any of the Credit Documents or any other document,
         interest would otherwise be payable in excess of the maximum
         nonusurious amount, any such construction shall be subject to the
         provisions of this paragraph and interest owing pursuant to such
         documents shall be automatically reduced to the maximum nonusurious
         amount permitted under applicable law, without the necessity of
         execution of any amendment or new document.

                                       18
<PAGE>


         If any Lender shall ever receive anything of value which is
         characterized as interest on the Loans under applicable law and which
         would, apart from this provision, be in excess of the maximum lawful
         amount, an amount equal to the amount which would have been excessive
         interest shall, without penalty, be applied to the reduction of the
         principal amount owing on the Loans and not to the payment of interest,
         or refunded to the Borrower or the other payor thereof if and to the
         extent such amount which would have been excessive exceeds such unpaid
         principal amount of the Loans. The right to demand payment of the Loans
         or any other indebtedness evidenced by any of the Credit Documents does
         not include the right to receive any interest which has not otherwise
         accrued on the date of such demand, and the Lenders do not intend to
         charge or receive any unearned interest in the event of such demand.
         All interest paid or agreed to be paid to the Lenders with respect to
         the Loans shall, to the extent permitted by applicable law, be
         amortized, prorated, allocated, and spread throughout the full stated
         term (including any renewal or extension) of the Loans so that the
         amount of interest on account of such indebtedness does not exceed the
         maximum nonusurious amount permitted by applicable law.

         3.8 SHARING OF PAYMENTS.

         Each Lender agrees that, in the event that any Lender shall obtain
payment in respect of any Loan or any other obligation owing to such Lender
under this Credit Agreement through the exercise of a right of set-off, banker's
lien, counterclaim or otherwise (including, but not limited to, pursuant to the
Bankruptcy Code) in excess of its pro rata share as provided for in this Credit
Agreement, such Lender shall promptly purchase from the other Lenders a
participation in such Loans and other obligations, in such amounts and with such
other adjustments from time to time, as shall be equitable in order that all
Lenders share such payment in accordance with their respective ratable shares as
provided for in this Credit Agreement. Each Lender further agrees that if a
payment to a Lender (which is obtained by such Lender through the exercise of a
right of set-off, banker's lien, counterclaim or otherwise) shall be rescinded
or must otherwise be restored, each Lender which shall have shared the benefit
of such payment shall, by repurchase of a participation theretofore sold, return
its share of that benefit to each Lender whose payment shall have been rescinded
or otherwise restored. The Borrower agrees that any Lender so purchasing such a
participation may, to the fullest extent permitted by law, exercise all rights
of payment, including set-off, banker's lien or counterclaim, with respect to
such participation as fully as if such Lender were a holder of such Loan or
other obligation in the amount of such participation. Except as otherwise
expressly provided in this Credit Agreement, if any Lender shall fail to remit
to the Administrative Agent or any other Lender an amount payable by such Lender
to the Administrative Agent or such other Lender pursuant to this Credit
Agreement on the date when such amount is due, such payments shall accrue
interest thereon, for each day from the date such amount is due until the day
such amount is paid to the Administrative Agent or such other Lender, at a rate
per annum equal to the Federal Funds Rate. If under any applicable bankruptcy,
insolvency or other similar law, any Lender receives a secured claim in lieu of
a setoff to which this Section 3.8 applies, such Lender shall, to the extent
practicable, exercise its rights in respect of such secured claim in a manner
consistent with the rights of the Lenders under this Section 3.8 to share in the
benefits of any recovery on such secured claim.


                                       19
<PAGE>

         3.9 EVIDENCE OF DEBT.

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

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

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

                                   SECTION 4.

                      ADDITIONAL PROVISIONS REGARDING LOANS

         4.1 EURODOLLAR LOAN PROVISIONS.

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

                                       20
<PAGE>

         continued as Eurodollar Loans on the first day of an Interest Period
         shall be converted to or continued as Base Rate Loans.

                  (b) Change in Legality.

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

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

                                    (B) require that all outstanding Eurodollar
                           Loans made by it be converted to Base Rate Loans in
                           which event all such Eurodollar Loans shall be
                           automatically converted to Base Rate Loans.

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

                  (c) Requirements of Law. If at any time a Lender shall incur
         increased costs or reductions in the amounts received or receivable
         hereunder with respect to the making, the commitment to make or the
         maintaining of any Eurodollar Loan because of (i) any change after the
         date hereof, in any law, governmental rule, regulation, guideline or
         order (including the introduction of any new law, governmental rule,
         regulation, guideline or order) or in the interpretation or
         administration thereof by any Governmental Authority charged with the
         interpretation or administration thereof, including, without
         limitation, the imposition, modification or deemed applicability of any
         reserves, deposits or similar requirements (such as, for example, but
         not limited to, a change in official reserve requirements, but, in all
         events, excluding reserves required under Regulation D to the extent
         included in the computation of the Adjusted Eurodollar Rate) or (ii)
         other circumstances affecting the London interbank Eurodollar market;
         then (A) the Lender shall promptly notify the Administrative Agent and
         the Borrower and shall designate a


                                       21
<PAGE>


         different lending office of such Lender if such designation will avoid
         or reduce the amount of such increased costs, or reductions in amounts
         receivable and such designation will not, in such Lender's sole
         discretion, be otherwise disadvantageous to such Lender and (B) the
         Borrower shall promptly pay to such Lender such additional amounts (in
         the form of an increased rate of, or a different method of calculating,
         interest or otherwise as such Lender may determine in its sole
         discretion) as may be required to compensate such Lender for such
         increased costs or reductions in amounts receivable hereunder.

         A certificate of a Lender setting forth the amount or amounts necessary
to compensate such Lender as specified in subsection (c) of this Section shall
be required to be delivered to the Borrower as a condition to the obligations of
the Borrower under such subsection and shall set forth a calculation by an
officer of such Lender in reasonable detail. Each determination and calculation
made by a Lender under this Section 4.1 shall, absent manifest error, be binding
and conclusive on the parties hereto. Failure or delay on the part of any Lender
to demand compensation pursuant to the foregoing provisions of this Section
shall not constitute a waiver of such Lender's right to demand such
compensation, provided that the Borrower shall not be required to compensate a
Lender pursuant to the foregoing provisions of this Section for any increased
costs incurred or reductions suffered more than nine months prior to the date
that such Lender notifies the Borrower of the event giving rise to such
increased costs or reductions and of such Lender's intention to claim
compensation therefor (except that, if a change in law, rule, regulation,
guideline or order, or in the interpretation or administration thereof, giving
rise to such increased costs or reductions is retroactive, then the nine-month
period referred to above shall be extended to include the period of retroactive
effect thereof). Any conversions of Eurodollar Loans made pursuant to this
Section 4.1 shall subject the Borrower to the payments required by Section 4.3.
This Section 4.1 shall survive termination of this Credit Agreement and the
other Credit Documents and the payment of the Loans and all other amounts
payable hereunder.

         4.2 CAPITAL ADEQUACY.

         If any Lender has determined in good faith that the adoption or
effectiveness, after the date hereof, of any applicable law, rule or regulation
regarding capital adequacy, or any change therein (after the date hereof), or
any change (after the date hereof) in the interpretation or administration
thereof by any Governmental Authority, central bank or comparable agency charged
with the interpretation or administration thereof, or compliance by such Lender
(or its parent corporation) with any request or directive regarding capital
adequacy (whether or not having the force of law) of any such authority, central
bank or comparable agency, has or would have the effect of reducing the rate of
return on such Lender's (or parent corporation's) capital or assets as a
consequence of its commitments or obligations hereunder to a level below that
which such Lender (or its parent corporation) could have achieved but for such
adoption, effectiveness, change or compliance (taking into consideration such
Lender's (or parent corporation's) policies with respect to capital adequacy),
then, upon notice from such Lender, the Borrower shall promptly pay to such
Lender such additional amount or amounts as will compensate such Lender for such
reduction. A certificate of a Lender setting forth the amount or amounts
necessary to compensate such Lender as specified in this Section 4.2 shall be
required to be delivered to the Borrower as a condition to the obligations of
the Borrower under this Section 4.2 and shall set forth a calculation by an
officer of such Lender in reasonable detail. Each determination by any


                                       22
<PAGE>


such Lender of amounts owing under this Section 4.2 shall, absent manifest
error, be conclusive and binding on the parties hereto. Failure or delay on the
part of any Lender to demand compensation pursuant to the foregoing provisions
of this Section shall not constitute a waiver of such Lender's right to demand
such compensation, provided that the Borrower shall not be required to
compensate a Lender pursuant to the foregoing provisions of this Section for any
increased costs incurred or reductions suffered more than nine months prior to
the date that such Lender notifies the Borrower of the event giving rise to such
increased costs or reductions and of such Lender's intention to claim
compensation therefor (except that, if a change in law, rule, regulation, or in
the interpretation or administration thereof, giving rise to such increased
costs or reductions is retroactive, then the nine-month period referred to above
shall be extended to include the period of retroactive effect thereof). This
Section 4.2 shall survive termination of this Credit Agreement and the other
Credit Documents and the payment of the Loans and all other amounts payable
hereunder.

         4.3 COMPENSATION.

         The Borrower promises to indemnify each Lender and to hold each Lender
harmless from any loss or expense which such Lender may sustain or incur as a
consequence of (a) default by the Borrower in the making of a borrowing of,
conversion into or continuation of a Eurodollar Loan after the Borrower has
given a notice requesting the same in accordance with the provisions of this
Credit Agreement, (b) default by the Borrower in making any prepayment of a
Eurodollar Loan after the Borrower has given a notice thereof in accordance with
the provisions of this Credit Agreement, (c) the making of a prepayment of a
Eurodollar Loan on a day which is not the last day of an Interest Period with
respect thereto and (d) the payment, continuation or conversion of a Eurodollar
Loan on a day which is not the last day of the Interest Period applicable
thereto or the failure to repay a Eurodollar Loan when required by the terms of
this Credit Agreement. Each determination by any such Lender of amounts owing
under this Section 4.3 shall, absent manifest error, be conclusive and binding
on the parties hereto. This Section 4.3 shall survive the termination of this
Credit Agreement and the other Credit Documents and the payment of the Loans and
all other amounts payable hereunder.

         4.4 TAXES.

                  (a) Except as provided below in this Section 4.4, all payments
         made by the Borrower under this Credit Agreement and any Notes shall be
         made free and clear of, and without deduction or withholding for or on
         account of, any present or future income, stamp or other taxes, levies,
         imposts, duties, charges, fees, deductions or withholdings, now or
         hereafter imposed, levied, collected, withheld or assessed by any
         court, or governmental body, agency or other official, excluding taxes
         measured by or imposed upon the net income of any Lender or its
         applicable lending office, or any branch or affiliate thereof, and all
         franchise taxes, branch taxes, taxes on doing business or taxes on the
         capital or net worth of any Lender or its applicable lending office, or
         any branch or affiliate thereof, in each case imposed in lieu of net
         income taxes: (i) by the jurisdiction under the laws of which such
         Lender, applicable lending office, branch or affiliate is organized or
         is located, or in which its principal executive office is located, or
         any nation within which such jurisdiction is located or any political
         subdivision thereof; or (ii) by reason of any connection between the
         jurisdiction imposing such tax and such Lender,


                                       23
<PAGE>


         applicable lending office, branch or affiliate other than a connection
         arising solely from such Lender having executed, delivered or performed
         its obligations, or received payment under or enforced, this Credit
         Agreement or any Notes. If any such non-excluded taxes, levies,
         imposts, duties, charges, fees, deductions or withholdings
         ("Non-Excluded Taxes") are required to be withheld from any amounts
         payable to an Administrative Agent or any Lender hereunder or under any
         Notes, (A) the amounts so payable to the Administrative Agent or such
         Lender shall be increased to the extent necessary to yield to the
         Administrative Agent or such Lender (after payment of all Non-Excluded
         Taxes) interest or any such other amounts payable hereunder at the
         rates or in the amounts specified in this Credit Agreement and any
         Notes, provided, however, that the Borrower shall be entitled to deduct
         and withhold any Non-Excluded Taxes and shall not be required to
         increase any such amounts payable to any Lender that is not organized
         under the laws of the United States of America or a state thereof if
         such Lender fails to comply with the requirements of paragraph (b) of
         this Section 4.4 whenever any Non-Excluded Taxes are payable by the
         Borrower, and (B) as promptly as possible after requested, the Borrower
         shall send to the Administrative Agent for its own account or for the
         account of such Lender, as the case may be, a certified copy of an
         original official receipt received by the Borrower showing payment
         thereof. If the Borrower fails to pay any Non-Excluded Taxes when due
         to the appropriate taxing authority or fails to remit to the
         Administrative Agent the required receipts or other required
         documentary evidence, the Borrower shall indemnify the Administrative
         Agent and any Lender for any incremental Non-Excluded Taxes, interest
         or penalties that may become payable by the Administrative Agent or any
         Lender as a result of any such failure. The agreements in this Section
         4.4 shall survive the termination of this Credit Agreement and the
         payment of the Loans and all other amounts payable hereunder.

                  (b) Each Lender that is not organized under the laws of the
         United States of America or a state thereof shall:

                           (i)      (A) on or before the date of any payment by
                  the Borrower under this Credit Agreement or the Notes to such
                  Lender, deliver to the Borrower and the Administrative Agent
                  (x) two duly completed copies of United States Internal
                  Revenue Service Form W8-BEN or W8-ECI, or successor applicable
                  form, as the case may be, certifying that it is entitled to
                  receive payments under this Credit Agreement and any Notes
                  without deduction or withholding of any United States federal
                  income taxes and (y) an Internal Revenue Service Form W-8 or
                  W-9, or successor applicable form, as the case may be,
                  certifying that it is entitled to an exemption from United
                  States backup withholding tax;

                                    (B) deliver to the Borrower and the
                  Administrative Agent two further copies of any such form or
                  certification on or before the date that any such form or
                  certification expires or becomes obsolete and after the
                  occurrence of any event requiring a change in the most recent
                  form previously delivered by it to the Borrower; and


                                       24
<PAGE>

                                    (C) obtain such extensions of time for
                  filing and complete such forms or certifications as may
                  reasonably be requested by the Borrower or the Administrative
                  Agent; or

                           (ii) in the case of any such Lender that is not a
                  "bank" within the meaning of Section 881(c)(3)(A) of the
                  Internal Revenue Code, (A) represent to the Borrower (for the
                  benefit of the Borrower and the Administrative Agent) that it
                  is not a bank within the meaning of Section 881 (c)(3)(A) of
                  the Internal Revenue Code, (B) agree to furnish to the
                  Borrower, on or before the date of any payment by the
                  Borrower, with a copy to the Administrative Agent, two
                  accurate and complete original signed copies of Internal
                  Revenue Service Form W-8, or successor applicable form
                  certifying to such Lender's legal entitlement at the date of
                  such certificate to an exemption from U.S. withholding tax
                  under the provisions of Section 881(c) of the Internal Revenue
                  Code with respect to payments to be made under this Credit
                  Agreement and any Notes (and to deliver to the Borrower and
                  the Administrative Agent two further copies of such form on or
                  before the date it expires or becomes obsolete and after the
                  occurrence of any event requiring a change in the most
                  recently provided form and, if necessary, obtain any
                  extensions of time reasonably requested by the Borrower or the
                  Administrative Agent for filing and completing such forms),
                  and (C) agree, to the extent legally entitled to do so, upon
                  reasonable request by the Borrower, to provide to the Borrower
                  (for the benefit of the Borrower and the Administrative Agent)
                  such other forms as may be reasonably required in order to
                  establish the legal entitlement of such Lender to an exemption
                  from withholding with respect to payments under this Credit
                  Agreement and any Notes.

                           Notwithstanding the above, if any change in treaty,
                  law or regulation has occurred after the date such Person
                  becomes a Lender hereunder which renders all such forms
                  inapplicable or which would prevent such Lender from duly
                  completing and delivering any such form with respect to it and
                  such Lender so advises the Borrower and the Administrative
                  Agent, then such Lender shall be exempt from such
                  requirements. Each Person that shall become a Lender or a
                  participant of a Lender pursuant to Section 11.3 shall, upon
                  the effectiveness of the related transfer, be required to
                  provide all of the forms, certifications and statements
                  required pursuant to this subsection (b); provided that in the
                  case of a participant of a Lender, the obligations of such
                  participant of a Lender pursuant to this subsection (b) shall
                  be determined as if the participant of a Lender were a Lender
                  except that such participant of a Lender shall furnish all
                  such required forms, certifications and statements to the
                  Lender from which the related participation shall have been
                  purchased.

                  (c) If the Administrative Agent or any Lender receives a
         refund of any taxes as to which it has been indemnified by the Borrower
         or with respect to which the Borrower has paid additional amounts
         pursuant to this Section, it shall pay to the Borrower an amount equal
         to such refund (but only to the extent of indemnity payments made, or
         additional amounts paid, by the Borrower under this Section with
         respect to the taxes giving rise to such refund), net of all
         out-of-pocket expenses of the Administrative


                                       25
<PAGE>


         Agent or such Lender, as the case may be, and without interest (other
         than any interest paid by the relevant Governmental Authority with
         respect to such refund), provided that the Borrower, upon the request
         of the Administrative Agent or such Lender, agrees to repay the amount
         paid over to the Borrower (plus any penalties, interest or other
         charges imposed by the relevant Governmental Authority) to the
         Administrative Agent or such Lender in the event the Administrative
         Agent or such Lender is required to repay such refund to such
         Governmental Authority. This subsection shall not be construed to
         require the Administrative Agent or any Lender to make available its
         tax returns (or any other information relating to its taxes that it
         deems confidential) to the Borrower or any other Person.

         4.5 MITIGATION; REPLACEMENT OF LENDERS.

                  (a) If any Lender requests compensation under Section 4.1 or
         Section 4.2, or the Borrower is required to pay any additional amount
         to any Lender or any Governmental Authority for the account of any
         Lender pursuant to Section 4.4, or if any Lender gives a notice
         pursuant to Section 4.1(b), then such Lender shall use reasonable
         efforts to designate a different lending office for funding or booking
         its Loans hereunder or to assign its rights and obligations hereunder
         to another of its offices, branches or affiliates, if, in the judgment
         of such Lender, such designation or assignment (i) would eliminate or
         reduce amounts payable pursuant to Section 4.1, Section 4.2 or Section
         4.4, as the case may be, in the future, or eliminate the need for the
         notice pursuant to Section 4.1(b), as applicable, and (ii) in each
         case, would not subject such Lender to any unreimbursed cost or expense
         and would not otherwise be disadvantageous to such Lender. The Borrower
         hereby agrees to pay all reasonable costs and expenses incurred by any
         Lender in connection with any such designation or assignment.

                  (b) If any Lender requests compensation under Section 4.1 or
         Section 4.2, or if the Borrower is required to pay any additional
         amount to any Lender or any Governmental Authority for the account of
         any Lender pursuant to Section 4.4, or if any Lender is a Defaulting
         Lender, then the Borrower may, at its sole expense and effort, upon
         notice to such Lender and the Administrative Agent, require such Lender
         to assign and delegate, without recourse (in accordance with and
         subject to the restrictions contained in, and consents required by,
         Section 11.3(b)), all of its interests, rights and obligations under
         this Credit Agreement and the related Credit Documents to an assignee
         that shall assume such obligations (which assignee may be another
         Lender, if a Lender accepts such assignment), provided that:

                           (i) such Lender shall have received payment of an
                  amount equal to the outstanding principal of its Loans,
                  accrued interest thereon, accrued fees and all other amounts
                  payable to it hereunder and under the other Credit Documents
                  from the assignee (to the extent of such outstanding principal
                  and accrued interest and fees) or the Borrower (in the case of
                  all other amounts);

                           (ii) in the case of any such assignment resulting
                  from a claim for compensation under Section 4.1 or 4.2, such
                  assignment will result in a reduction in such compensation or
                  payments thereafter; and


                                       26
<PAGE>

                           (iii) such assignment does not conflict with
                  applicable laws, rules, regulations or guidelines.

         A Lender shall not be required to make any such assignment or
delegation if, prior thereto, as a result of a waiver by such Lender or
otherwise, the circumstances entitling the Borrower to require such assignment
and delegation cease to apply.

                                   SECTION 5.

                              CONDITIONS PRECEDENT

         5.1 CLOSING CONDITIONS.

         The obligation of the Lenders to enter into this Credit Agreement is
subject to satisfaction (or waiver) of the following conditions:

                  (a) Executed Credit Documents. Receipt by the Administrative
         Agent of duly executed copies of (i) this Credit Agreement, (ii) the
         Notes and (iii) all other Credit Documents, each in form and substance
         reasonably acceptable to the Lenders.

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

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

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

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

                           (iv) Good Standing. Copies of certificates of good
                  standing, existence or its equivalent with respect to the
                  Borrower certified as of a recent date by the appropriate
                  Governmental Authorities of the states or other jurisdictions
                  of incorporation and each other jurisdiction in which the
                  failure to so qualify and be in good standing would have a
                  Material Adverse Effect.

                           (v) Incumbency. An incumbency certificate of the
                  Borrower certified by a secretary or assistant secretary of
                  the Borrower to be true and correct as of the Closing Date.


                                       27
<PAGE>

                  (c) Opinion of Counsel. Receipt by the Administrative Agent of
         an opinion, or opinions, from inhouse or outside legal counsel to the
         Borrower addressed to the Administrative Agent on behalf of the Lenders
         and dated as of the Effective Date, in each case satisfactory in form
         and substance to the Administrative Agent.

                  (d) Financial Statements. Receipt by the Lenders of the
         consolidated audited financial statements of the Borrower and its
         Subsidiaries dated as of September 30, 2001, September 30, 2002 and
         September 30, 2003, and the unaudited financial statements for the
         quarters ending December 31, 2003, March 31, 2004 and June 30, 2004,
         including balance sheets and income and cash flow statements, in each
         case audited (except for the quarterly financial statements) by
         independent public accountants of recognized standing and prepared in
         accordance with GAAP.

                  (e) Fees and Expenses. Payment by the Borrower of all fees and
         expenses owed by it to the Lenders and the Administrative Agent,
         including, without limitation, payment to the Administrative Agent of
         the fees set forth in the Fee Letter, provided that the Borrower shall
         have received a reasonably detailed invoice with respect to any such
         expenses at least one Business Day prior to the Effective Date.

                  (f) Material Adverse Effect. No event or condition shall have
         occurred since September 30, 2003 that has had a Material Adverse
         Effect.

                  (g) Officer's Certificates. The Administrative Agent shall
         have received a certificate or certificates executed by a Financial
         Officer of the Borrower as of the Effective Date stating that (i) the
         Borrower and its Subsidiaries are in compliance with all existing
         material financial obligations, (ii) no action, suit, investigation or
         legal, equitable, arbitration or administrative proceeding is pending
         or, to such officer's knowledge, threatened in any court or before any
         arbitrator or Governmental Authority that would have or be reasonably
         expected to have a Material Adverse Effect, (iii) the financial
         statements and information delivered to the Administrative Agent on or
         before the Effective Date were prepared in good faith and in accordance
         with GAAP and (iv) immediately after giving effect to this Credit
         Agreement, the other Credit Documents and all the transactions
         contemplated herein and therein to occur on such date, (A) no Default
         or Event of Default exists, (B) all representations and warranties
         contained herein and in the other Credit Documents are true and correct
         in all material respects on and as of the date made (except to the
         extent such representations and warranties expressly relate to another
         date in which case such representations and warranties shall be true
         and correct in all material respects as of such date) and (C) the
         Borrower is in compliance with the financial covenant set forth in
         Section 7.2.

                  (h) Payment of Existing Debt. Receipt by the Administrative
         Agent of evidence that the Existing Credit Agreement has been
         terminated and all amounts owing to the Lenders thereunder have been
         paid in full.

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


                                       28
<PAGE>

         5.2 CONDITIONS TO LOANS.

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

                  (a) Request. The Borrower shall have timely delivered a duly
         executed and completed Notice of Borrowing in conformance with all the
         terms and conditions of this Credit Agreement.

                  (b) Representations and Warranties. The representations and
         warranties made by the Borrower are true and correct in all material
         respects at and as if made as of the date of the funding of the
         requested Loans (except to the extent such representations and
         warranties expressly relate to another date in which case such
         representations and warranties shall be true and correct in all
         material respects as of such date) other than, in the case of a Loan
         the proceeds of which will be used to repay commercial paper of the
         Borrower or other Loans outstanding under this Credit Agreement, the
         representation and warranty set forth in Section 6.7.

                  (c) No Default. No Default or Event of Default shall exist or
         be continuing either prior to or after giving effect thereto.

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

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

                                   SECTION 6.

                         REPRESENTATIONS AND WARRANTIES

         The Borrower hereby represents and warrants to each Lender that:

         6.1 ORGANIZATION AND GOOD STANDING.

         The Borrower (a) is a corporation duly organized, validly existing and
in good standing under the laws of the jurisdictions of its incorporation, (b)
is duly qualified and in good standing as a foreign corporation authorized to do
business in every jurisdiction where the failure to so qualify would have or
would reasonably be expected to have a Material Adverse Effect and (c) has the
requisite corporate power and authority to own its properties and to carry on
its business as now conducted and as proposed to be conducted.

         6.2 DUE AUTHORIZATION.

         The Borrower (a) has the requisite corporate power and authority to
execute, deliver and perform this Credit Agreement and the other Credit
Documents and to incur the obligations


                                       29
<PAGE>


herein and therein provided for and (b) has been authorized by all necessary
corporate action, to execute, deliver and perform this Credit Agreement and the
other Credit Documents.

         6.3 NO CONFLICTS.

         Neither the execution and delivery of the Credit Documents, nor the
consummation of the transactions contemplated therein, nor performance of and
compliance with the terms and provisions thereof by the Borrower will (a)
violate or conflict with, in any material respect, any provision of its articles
of incorporation or bylaws, (b) violate, contravene or conflict with, in any
material respect, any law (including without limitation, the Public Utility
Holding Company Act of 1935, as amended), regulation (including without
limitation, Regulation U, Regulation X or any regulation promulgated by the
Federal Energy Regulatory Commission), order, writ, judgment, injunction, decree
or permit applicable to it, (c) except as would not reasonably be expected to
result in a Material Adverse Effect, violate, contravene or conflict with
contractual provisions of, or cause an event of default under, any indenture,
loan agreement, mortgage, deed of trust, contract or other agreement or
instrument to which it is a party or by which it or its properties may be bound,
or (d) in any material respect, result in or require the creation of any Lien
upon or with respect to its properties, other than a Permitted Lien.

         6.4 CONSENTS.

         No consent, approval, authorization or order of, or filing,
registration or qualification with, any court or Governmental Authority or third
party is required in connection with the execution, delivery or performance of
this Credit Agreement or any of the other Credit Documents, except any such
consent, approval, authorization, order, filing, registration or qualification
as would not reasonably be expected to have a Material Adverse Effect.

         6.5 ENFORCEABLE OBLIGATIONS.

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

         6.6 FINANCIAL CONDITION.

                  (a) The financial statements delivered to the Lenders pursuant
         to Section 5.1(d) and pursuant to Section 7.1(a) and (b): (i) have been
         prepared in accordance with GAAP (subject to the provisions of Section
         1.3) and (ii) present fairly in all material respects the financial
         condition, results of operations, and cash flows of the Borrower and
         its Subsidiaries as of such date and for such periods.

                  (b) Since June 30, 2004, there has been no sale, transfer or
         other disposition by the Borrower of any material part of the business
         or property of the Borrower, and no purchase or other acquisition by
         the Borrower of any business or property (including any Capital Stock
         of any other Person) material in relation to the financial condition of
         the Borrower, in each case which is not (i) reflected in the most
         recent financial statements

                                       30
<PAGE>


         delivered to the Lenders pursuant to Section 5.1(d) or 7.1 or in the
         notes thereto or (ii) otherwise permitted by the terms of this Credit
         Agreement and communicated to the Administrative Agent.

         6.7 NO MATERIAL CHANGE.

         Since September 30, 2003, there has been no development or event
relating to or affecting the Borrower or any of its Subsidiaries that has had a
Material Adverse Effect, other than the financings for the acquisition by the
Borrower of the natural gas distribution and pipeline assets and operations of
TXU Gas Company pursuant to the Acquisition Agreements (the "TXU Acquisition").

         6.8 NO DEFAULT.

         No Default or Event of Default presently exists and is continuing.

         6.9 LITIGATION.

         There are no actions, suits, investigations or legal, equitable,
arbitration or administrative proceedings pending or, to the knowledge of the
Borrower, threatened against the Borrower, any of its Subsidiaries or any of its
properties which would have or be reasonably expected to have a Material Adverse
Effect.

         6.10 TAXES.

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

         6.11 COMPLIANCE WITH LAW.

         The Borrower and each of its Subsidiaries is in compliance with all
laws, rules, regulations, orders and decrees applicable to it or to its
properties, except where the failure to be in compliance would not have or would
not reasonably be expected to have a Material Adverse Effect.

         6.12 MATERIAL AGREEMENTS.

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


                                       31
<PAGE>

         6.13 ERISA.

         Except as would not result or be reasonably expected to result in a
Material Adverse Effect:

                  (a) During the five-year period prior to the date on which
         this representation is made or deemed made: (i) no Termination Event
         has occurred, and, to the best knowledge of the Borrower, no event or
         condition has occurred or exists as a result of which any Termination
         Event is reasonably expected to occur, with respect to any Plan; (ii)
         no "accumulated funding deficiency," as such term is defined in Section
         302 of ERISA and Section 412 of the Code, whether or not waived, has
         occurred with respect to any Plan; (iii) each Plan has been maintained,
         operated, and funded in material compliance with its own terms and in
         material compliance with the provisions of ERISA, the Code, and any
         other applicable federal or state laws; and (iv) no Lien in favor or
         the PBGC or a Plan has arisen or is reasonably expected to arise on
         account of any Plan.

                  (b) No liability has been or is reasonably expected by the
         Borrower to be incurred under Sections 4062, 4063 or 4064 of ERISA with
         respect to any Single Employer Plan by the Borrower or any of its
         Subsidiaries which has or would reasonably be expected to have a
         Material Adverse Effect.

                  (c) The actuarial present value of all "benefit liabilities"
         under each Single Employer Plan (determined within the meaning of
         Section 401(a)(2) of the Code, utilizing the actuarial assumptions used
         to fund such Plans), whether or not vested, did not, as of the last
         annual valuation date prior to the date on which this representation is
         made or deemed made, exceed the current value of the assets of such
         Plan allocable to such accrued liabilities, except as disclosed in the
         Borrower's financial statements.

                  (d) Neither the Borrower nor any ERISA Affiliate has incurred,
         or, to the best knowledge of the Borrower, is reasonably expected to
         incur, any withdrawal liability under ERISA to any Multiemployer Plan
         or Multiple Employer Plan. Neither the Borrower nor any ERISA Affiliate
         has received any notification that any Multiemployer Plan is in
         reorganization (within the meaning of Section 4241 of ERISA), is
         insolvent (within the meaning of Section 4245 of ERISA), or has been
         terminated (within the meaning of Title IV of ERISA), and no
         Multiemployer Plan is, to the best knowledge of the Borrower,
         reasonably expected to be in reorganization, insolvent, or terminated.

                  (e) No prohibited transaction (within the meaning of Section
         406 of ERISA or Section 4975 of the Code) or breach of fiduciary
         responsibility has occurred with respect to a Plan which has subjected
         or is reasonably likely to subject the Borrower or any ERISA Affiliate
         to any liability under Sections 406, 407, 409, 502(i), or 502(l) of
         ERISA or Section 4975 of the Code, or under any agreement or other
         instrument pursuant to which the Borrower or any ERISA Affiliate has
         agreed or is required to indemnify any person against any such
         liability.

                  (f) The present value (determined using actuarial and other
         assumptions which are reasonable with respect to the benefits provided
         and the employees

                                       32
<PAGE>


         participating) of the liability of the Borrower and each ERISA
         Affiliate for post-retirement welfare benefits to be provided to their
         current and former employees under Plans which are welfare benefit
         plans (as defined in Section 3(1) of ERISA), net of all assets under
         all such Plans allocable to such benefits, are reflected on the
         financial statements referenced in Section 7.1 in accordance with FASB
         106.

                  (g) Each Plan which is a welfare plan (as defined in Section
         3(1) of ERISA) to which Sections 601-609 of ERISA and Section 4980B of
         the Code apply has been administered in compliance in all material
         respects with such sections.

         6.14 USE OF PROCEEDS.

         The proceeds of the Loans hereunder will be used solely for the
purposes specified in Section 7.8. None of such proceeds will be used for the
acquisition of another Person unless the board of directors (or other comparable
governing body) or stockholders, as appropriate, of such Person has approved
such acquisition.

         6.15 GOVERNMENT REGULATION.

                  (a) No proceeds of the Loans will be used, directly or
         indirectly, for the purpose of purchasing or carrying any "margin
         stock" within the meaning of Regulation U, or for the purpose of
         purchasing or carrying or trading in any securities. If requested by
         any Lender or the Administrative Agent, the Borrower will furnish to
         the Administrative Agent and each Lender a statement to the foregoing
         effect in conformity with the requirements of FR Form U-1 referred to
         in Regulation U. No indebtedness being reduced or retired out of the
         proceeds of the Loans was or will be incurred for the purpose of
         purchasing or carrying any margin stock within the meaning of
         Regulation U or any "margin security" within the meaning of Regulation
         T. "Margin stock" within the meaning of Regulation U does not
         constitute more than 25% of the value of the consolidated assets of the
         Borrower and its Subsidiaries.

                  (b) Neither the Borrower nor any of its Subsidiaries is (i) an
         "investment company" registered or required to be registered under the
         Investment Company Act of 1940, as amended, and is not controlled by an
         "investment company", or (ii) a "holding company", or a "subsidiary
         company" of a "holding company", or an "affiliate" of a "holding
         company" or of a "subsidiary" of a "holding company", within the
         meaning of the Public Utility Holding Company Act of 1935, as amended.

         6.16 DISCLOSURE.

         Neither this Credit Agreement nor any financial statements delivered to
the Lenders nor any other document, certificate or statement furnished to the
Lenders by or on behalf of the Borrower in connection with the transactions
contemplated hereby (in each case, as modified or supplemented by other
information so furnished) contains any untrue statement of a material fact or
omits to state a material fact necessary in order to make the statements
contained therein or herein, taken as a whole, not misleading; provided that,
with respect to projected financial information, the Borrower represents only
that such information was prepared in good faith based upon assumptions believed
to be reasonable at the time (it being understood that the

                                       33
<PAGE>


projected financial information is subject to significant uncertainties and
contingencies, many of which are beyond the Borrower's control, and that no
assurance can be given that any projections will be realized).

         6.17 ENVIRONMENTAL MATTERS.

         Except as would not result or be reasonably expected to result in a
Material Adverse Effect: (a) each of the properties of the Borrower and its
Subsidiaries (the "Properties") and all operations at the Properties are in
compliance in all material respects with all applicable Environmental Laws, (b)
there is no violation of any Environmental Law with respect to the Properties or
the businesses operated by the Borrower or its Subsidiaries (the "Businesses"),
and (c) there are no conditions relating to the Businesses or Properties that
would reasonably be expected to give rise to a material liability under any
applicable Environmental Laws.

         6.18 INSURANCE.

         The Borrower and its Subsidiaries maintain insurance with insurance
companies or associations rated by A.M. Best "A" or better in such amounts and
covering such risks as is usually carried by companies engaged in similar
business and owning similar properties in the same general areas in which the
Borrower and its Subsidiaries operate and/or maintain a system or systems of
self-insurance or assumption of risk which accords with the practices of similar
businesses.

         6.19 FRANCHISES, LICENSES, ETC.

         The Borrower and its Subsidiaries possess (a) good title to, or the
legal right to use, all properties and assets and (b) all franchises,
certificates, licenses, permits and other authorizations, in each case as are
necessary for the operation of their respective businesses, except to the extent
the failure to possess any of the foregoing would not and would not reasonably
be expected to have a Material Adverse Effect.

         6.20 SECURED INDEBTEDNESS.

         All of the secured indebtedness of the Borrower is set forth on
Schedule 6.20 or permitted by Section 8.6.

         6.21 SUBSIDIARIES.

         All Subsidiaries of the Borrower and the designation as to which such
Subsidiaries are Material Subsidiaries are set forth on Schedule 6.21. Schedule
6.21 may be updated from time to time by the Borrower.


                                       34
<PAGE>

                                   SECTION 7.

                              AFFIRMATIVE COVENANTS

         The Borrower hereby covenants and agrees that so long as this Credit
Agreement is in effect and until the Loans, together with interest, fees and
other obligations hereunder, have been paid in full and the Commitments shall
have terminated:

         7.1 INFORMATION COVENANTS.

         The Borrower will furnish, or cause to be furnished, to the
Administrative Agent (who shall forward copies thereof to each Lender):

                  (a) Annual Financial Statements. As soon as available, and in
         any event within 120 days after the close of each fiscal year of the
         Borrower, a consolidated balance sheet and income statement of the
         Borrower and its Subsidiaries, as of the end of such fiscal year,
         together with retained earnings and a consolidated statement of cash
         flows for such fiscal year setting forth in comparative form figures
         for the preceding fiscal year, all such financial information described
         above to be in reasonable form and detail and audited by independent
         certified public accountants of recognized national standing and whose
         opinion shall be furnished to the Administrative Agent, shall be to the
         effect that such financial statements have been prepared in accordance
         with GAAP (except for changes with which such accountants concur) and
         shall not be limited as to the scope of the audit or qualified by a
         going concern or similar qualification.

                  (b) Quarterly Financial Statements. As soon as available, and
         in any event within 65 days after the close of each fiscal quarter of
         the Borrower (other than the fourth fiscal quarter) a consolidated
         balance sheet and income statement of the Borrower and its
         Subsidiaries, as of the end of such fiscal quarter, together with a
         related consolidated statement of cash flows for such fiscal quarter in
         each case setting forth in comparative form figures for the
         corresponding period of the preceding fiscal year, all such financial
         information described above to be in reasonable form and detail and
         reasonably acceptable to the Administrative Agent, and accompanied by a
         certificate of a Financial Officer of the Borrower to the effect that
         such quarterly financial statements fairly present in all material
         respects the financial condition of the Borrower and have been prepared
         in accordance with GAAP, subject to changes resulting from audit and
         normal year-end audit adjustments and absence of notes.

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


                                       35
<PAGE>

                  (d) Reports. Promptly after the same are available, copies of
         all annual, regular, periodic and special reports and registration
         statements which the Borrower may file or be required to file with the
         SEC under Section 13 or 15(d) of the Securities Exchange Act of 1934,
         and not otherwise required to be delivered to the Administrative Agent
         pursuant hereto.

                  (e) Notices. Upon the Borrower obtaining knowledge thereof,
         the Borrower will give written notice to the Administrative Agent
         promptly of (i) the occurrence of a Default or Event of Default,
         specifying the nature and existence thereof and what action the
         Borrower proposes to take with respect thereto and (ii) the occurrence
         of any of the following with respect to the Borrower or any Subsidiary:
         (A) the pendency or commencement of any litigation, arbitration or
         governmental proceeding against the Borrower or such Subsidiary which,
         if adversely determined, would have or would be reasonably expected to
         have a Material Adverse Effect or (B) the institution of any
         proceedings against the Borrower or such Subsidiary with respect to, or
         the receipt of notice by such Person of potential liability or
         responsibility for violation or alleged violation of, any federal,
         state or local law, rule or regulation (including, without limitation,
         any Environmental Law), the violation of which would have or would be
         reasonably expected to have a Material Adverse Effect.

                  (f) ERISA. Upon the Borrower or any ERISA Affiliate obtaining
         knowledge thereof, the Borrower will give written notice to the
         Administrative Agent and each of the Lenders promptly (and in any event
         within five Business Days) of: (i) any event or condition, including,
         but not limited to, any Reportable Event, that constitutes, or would be
         reasonably expected to lead to, a Termination Event; (ii) any
         communication from the PBGC stating its intention to terminate any Plan
         or to have a trustee appointed to administer any Plan together with a
         statement of the amount of liability, if any, incurred or expected to
         be incurred by the Borrower or any Subsidiary in connection therewith;
         (iii) with respect to any Multiemployer Plan, the receipt of notice as
         prescribed in ERISA or otherwise of any withdrawal liability assessed
         against the Borrower or any ERISA Affiliate, or of a determination that
         any Multiemployer Plan is in reorganization or insolvent (both within
         the meaning of Title IV of ERISA); (iv) the failure to make full
         payment on or before the due date (including extensions) thereof of all
         amounts which the Borrower or any of its Subsidiaries or ERISA
         Affiliates is required to contribute to each Plan which is subject to
         Title IV of ERISA pursuant to its terms and as required to meet the
         minimum funding standard set forth in ERISA and the Code with respect
         thereto; or (v) any change in the funding status of any Plan that would
         have or would be reasonably expected to have a Material Adverse Effect;
         together, with a description of any such event or condition or a copy
         of any such notice and a statement by a officer of the Borrower briefly
         setting forth the details regarding such event, condition, or notice,
         and the action, if any, which has been or is being taken or is proposed
         to be taken by the Borrower with respect thereto. Promptly upon
         request, the Borrower shall furnish the Administrative Agent with such
         additional information concerning any Plan as may be reasonably
         requested by the Administrative Agent or any Lender, including, but not
         limited to, copies of each annual report/return (Form 5500 series), as
         well as all schedules and attachments thereto required to be filed with
         the Department of Labor and/or the


                                       36
<PAGE>


         Internal Revenue Service pursuant to ERISA and the Code, respectively,
         for each "plan year" (within the meaning of Section 3(39) of ERISA).

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

                  (h) Delivery of Information. Documents required to be
         delivered pursuant to this Section (to the extent any such documents
         are included in materials otherwise filed with the SEC) may be
         delivered electronically and if so delivered, shall be deemed to have
         been delivered on the date (i) on which the Borrower posts such
         documents, or provides a link thereto on the Borrower's website on the
         Internet at the website address listed on Schedule 11.1; or (ii) on
         which such documents are posted on the Borrower's behalf on an Internet
         or intranet website, if any, to which each Lender and the
         Administrative Agent have access (whether a commercial, third party
         website or sponsored by the Administrative Agent); provided that the
         Borrower shall notify the Administrative Agent (by telecopier or
         electronic mail) of the posting of any such documents (which notice the
         Administrative Agent shall promptly forward to the Lenders).
         Notwithstanding anything contained herein, in every instance the
         Borrower shall be required to provide paper or facsimile copies of the
         officer's certificates required by Section 7.1(c) to the Administrative
         Agent. Except for such officer's certificates, the Administrative Agent
         shall have no obligation to request the delivery or to maintain copies
         of the documents referred to above, and in any event shall have no
         responsibility to monitor compliance by the Borrower with any such
         request for delivery, and each Lender shall be solely responsible for
         maintaining its copies of such documents.

         7.2 DEBT TO CAPITALIZATION RATIO.

         As of the last day of each fiscal quarter of the Borrower, the Debt to
Capitalization Ratio shall be less than or equal to 0.70 to 1.0 provided that
the amount of Consolidated Funded Debt for the purpose of the determination of
such ratio (and the components thereof) as of December 31, 2004 shall exclude
(to the extent not already excluded in the definition of Consolidated Funded
Debt) then outstanding borrowings made in the fiscal quarter of the Borrower
ending on such date ("Seasonal Borrowings") as Loans under this Credit Agreement
or through the issuance of commercial paper for working capital purposes equal
to the lesser of (i) $200,000,000 or (ii) the aggregate amount of the Seasonal
Borrowings.

         7.3 PRESERVATION OF EXISTENCE, FRANCHISES AND ASSETS.

         The Borrower will, and will cause its Subsidiaries to, do all things
necessary to preserve and keep in full force and effect its existence, rights,
franchises and authority, except where failure to do so would not or would not
reasonably be expected to have a Material Adverse Effect. The Borrower will, and
will cause its Subsidiaries to, generally maintain its properties, real and
personal, in good condition, and the Borrower and its Subsidiaries shall not
waste or otherwise permit such properties to deteriorate, reasonable wear and
tear excepted, except, in each case, where failure to do so would not or would
not reasonably be expected to have a Material Adverse Effect.


                                       37
<PAGE>

         7.4 BOOKS AND RECORDS.

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

         7.5 COMPLIANCE WITH LAW.

         The Borrower will, and will cause its Subsidiaries to, comply with, and
obtain all permits and licenses required by, all laws (including, without
limitation, all Environmental Laws and ERISA laws), rules, regulations and
orders, and all applicable restrictions imposed by all Governmental Authorities,
applicable to it and its property, if the failure to comply would have or would
be reasonably expected to have a Material Adverse Effect.

         7.6 PAYMENT OF TAXES AND OTHER CLAIMS.

         The Borrower will, and will cause its Subsidiaries to, pay, settle or
discharge (a) all material taxes, assessments and governmental charges or levies
imposed upon it, or upon its income or profits, or upon any of its properties,
before they shall become delinquent and (b) all lawful claims (including claims
for labor, materials and supplies) which, if unpaid, might give rise to a Lien
upon any of its properties; provided, however, that the Borrower shall not be
required to pay any such tax, assessment, charge, levy, claim or indebtedness
which is being contested in good faith by appropriate action and as to which
adequate reserves therefor, if required, have been established in accordance
with GAAP, unless the failure to make any such payment (i) would give rise to an
immediate right to foreclose or collect on a Lien securing such amounts or (ii)
would have or would reasonably be expected to have a Material Adverse Effect.

         7.7 INSURANCE.

         The Borrower will, and will cause its Subsidiaries to, at all times
maintain in full force and effect insurance (including worker's compensation
insurance, liability insurance, casualty insurance and business interruption
insurance) with insurance companies or associations rated by A.M. Best "A" or
better in such amounts and covering such risks as is usually carried by
companies engaged in similar business and owning similar properties in the same
general areas in which the Borrower and its Subsidiaries operate and/or maintain
a system or systems of self-insurance or assumption of risk which accords with
the practices of similar businesses.

         7.8 USE OF PROCEEDS.

         The proceeds of the Loans may be used solely (a) to refinance the
indebtedness under the Existing Credit Agreement and (b) for working capital,
capital expenditures and other lawful corporate purposes of the Borrower.

         7.9 AUDITS/INSPECTIONS.

         Upon reasonable prior notice and during normal business hours and no
more frequently than once during any fiscal year upon reasonable advance notice
through the Administrative Agent to the Borrower, the Borrower will permit
representatives appointed by the Administrative


                                       38
<PAGE>


Agent, including, without limitation, independent accountants, agents,
attorneys, and appraisers to visit and inspect the Borrower's and its
Subsidiaries' property, including their books and records, their accounts
receivable and inventory, the Borrower's and its Subsidiaries' facilities and
their other business assets, and to make photocopies or photographs thereof and
to write down and record any information such representative obtains and shall
permit the Administrative Agent or its representatives to discuss all such
matters with the officers, employees and representatives of the Borrower and its
Subsidiaries; provided, however, that when an Event of Default exists the
Administrative Agent or any Lender (or any of their respective representatives)
may do any of the foregoing at the expense of the Borrower at any time during
normal business hours.

                                   SECTION 8.

                               NEGATIVE COVENANTS

         The Borrower hereby covenants and agrees that so long as this Credit
Agreement is in effect and until the Loans, together with interest, fees and
other obligations hereunder, have been paid in full and the Commitments shall
have terminated:

         8.1 NATURE OF BUSINESS.

         The Borrower will not materially alter the character of its business
from that conducted as of the Closing Date, except as contemplated by the
Acquisition Agreements.

         8.2 CONSOLIDATION AND MERGER.

         The Borrower will not (a) enter into any transaction of merger, or (b)
consolidate, liquidate, wind up or dissolve itself (or suffer any liquidation or
dissolution); provided that, so long as no Default or Event of Default shall
exist or be caused thereby, a Person may be merged or consolidated with or into
the Borrower so long as the Borrower shall be the continuing or surviving
corporation.

         8.3 SALE OR LEASE OF ASSETS.

         Within any period of four consecutive fiscal quarters, the Borrower
will not, nor will it permit any Subsidiary to, convey, sell, lease, transfer or
otherwise dispose of assets, business or operations with a net book value in
excess of 25% of Total Assets as calculated as of the end of the most recent
such fiscal quarter.

         8.4 ARM'S-LENGTH TRANSACTIONS.

         The Borrower will not, nor will it permit its Subsidiaries to, enter
into any transaction or series of transactions, whether or not in the ordinary
course of business, with any Affiliate other than on terms and conditions
substantially as favorable as would be obtainable in a comparable arm's-length
transaction with a Person other than an Affiliate; provided that the foregoing
restriction shall not apply to (a) transactions between or among the Borrower
and/or the Subsidiaries and/or any other Person in which the Borrower or
Subsidiary owns any Capital Stock (provided that no Affiliate of the Borrower or
any Subsidiary, other than the Borrower or a


                                       39
<PAGE>

Subsidiary, owns any Capital Stock in such other Person) and (b) the payment or
grant of reasonable compensation, benefits and indemnities to any director,
officer, employee or agent of the Borrower or any Subsidiary.

         8.5 FISCAL YEAR; ORGANIZATIONAL DOCUMENTS.

         The Borrower will not (a) change its fiscal year or (b) in any manner
that would reasonably be expected to materially adversely affect the rights of
the Lenders, change its organizational documents or its bylaws; it being
understood that the Borrower's shareholders may approve an amendment to the
Borrower's Articles of Incorporation to permit the issuance of Preferred
Securities.

         8.6 LIENS.

         The Borrower will not, nor will it permit any of its Material
Subsidiaries to, contract, create, incur, assume or permit to exist any Lien
with respect to any of its property or assets of any kind (whether real or
personal, tangible or intangible), whether now owned or after acquired, except
for the following: (a) Liens securing Borrower Obligations, (b) Liens for taxes
not yet due or Liens for taxes being contested in good faith by appropriate
action and for which adequate reserves, if required, determined in accordance
with GAAP have been established (and as to which the property subject to any
such Lien is not yet subject to foreclosure, sale or loss on account thereof),
(c) Liens in respect of property imposed by law arising in the ordinary course
of business such as materialmen's, mechanics', warehousemen's, carrier's,
landlords' and other nonconsensual statutory Liens which are not yet due and
payable, which have been in existence less than 90 days or which are being
contested in good faith by appropriate action and for which adequate reserves,
if required, determined in accordance with GAAP have been established (and as to
which the property subject to any such Lien is not yet subject to foreclosure,
sale or loss on account thereof), (d) pledges or deposits made in the ordinary
course of business to secure payment of worker's compensation insurance,
unemployment insurance, pensions or social security programs, (e) Liens arising
from good faith deposits in connection with or to secure performance of tenders,
bids, leases, government contracts, performance and return-of-money bonds and
other similar obligations incurred in the ordinary course of business (other
than obligations in respect of the payment of borrowed money), (f) Liens arising
from good faith deposits in connection with or to secure performance of
statutory obligations and surety and appeal bonds, (g) easements, rights-of-way,
restrictions (including zoning restrictions), minor defects or irregularities in
title and other similar charges or encumbrances not, in any material respect,
impairing the use of the encumbered property for its intended purposes, (h)
judgment Liens that would not constitute an Event of Default or securing appeal
or other surety bonds related to such judgments, (i) Liens arising by virtue of
any statutory or common law provision relating to banker's liens, rights of
setoff or similar rights as to deposit accounts or other funds maintained with a
creditor depository institution, (j) any Lien on any assets securing
indebtedness incurred or assumed for the purpose of financing all or any part of
the cost of acquiring developing, operating, constructing, altering, repairing
or improving all or part of such assets; provided that such Lien attaches to
such asset concurrently with or within 90 days after the acquisition thereof,
completion of construction, improvement or repair, or commencement of commercial
operation of such assets, (k) any Lien on any asset of any Person existing at
the time such Person is merged or consolidated with or into the Borrower or one
of its Subsidiaries and


                                       40
<PAGE>


not created in contemplation of such event, (l) any Lien existing on any asset
prior to the acquisition thereof by the Borrower or one of its Subsidiaries and
not created in contemplation of such acquisition, (m) any Lien (whether such
Lien applies to current assets or after-acquired property, or both) on any
assets of the Borrower or such Material Subsidiary created pursuant to the 1957
Indenture or the 1959 Indenture; provided that any Lien on any assets of the
Borrower or such Material Subsidiary that are specifically excluded as
collateral under such Indentures shall not be deemed to be a Permitted Lien
hereunder, (n) any Lien on the assets of the Borrower or any Material Subsidiary
pursuant to Section 803 of the 1998 Indenture or Section 803 the 2001 Indenture,
if placed on the property of the Borrower or such Material Subsidiary on an
equal and ratable basis with Liens securing Borrower Obligations and other Liens
that may be placed on the properties of the Borrower or such Material Subsidiary
in the future, (o) any Lien created in connection with a project financed with,
or created to secure, Non-Recourse Indebtedness, (p) Liens on goods (and the
proceeds thereof) and documents of title and the property covered thereby
securing indebtedness in respect of commercial letters of credit, (q) Liens that
have been placed by any developer, landlord or other third party on property
over which the Borrower or any Material Subsidiary has easement rights or on any
real property leased by the Borrower or any Material Subsidiary and
subordination or similar agreements relating thereto, (r) any condemnation or
eminent domain proceedings affecting any real property, (s) any provision for
the retention of title to an asset by vendor or transferor of such asset which
asset is acquired by the Borrower or a Material Subsidiary in a transaction
entered into in the ordinary course of business, (t) Liens on the proceeds of
assets that were subject to Liens permitted hereunder or on assets acquired with
such proceeds as a replacement of such former assets, (u) Liens on Fixed Assets
not otherwise permitted by this Credit Agreement securing indebtedness in the
aggregate (at the time such Liens are created) not in excess of ten percent
(10%) of Consolidated Net Property, and (v) any extension, renewal or
replacement (or successive extensions, renewals or replacements), as a whole or
in part, of any Liens referred to in the foregoing clauses (a) through (u) for
amounts not exceeding the principal amount of the indebtedness (including
undrawn commitments) secured by the Lien so extended, renewed or replaced
(except for accrued interest and a reasonable premium or other reasonable amount
paid, and fees and expenses reasonably incurred in connection with such
extension, renewal or replacement); provided that such extension, renewal or
replacement Lien is limited to all or a part of the same property or assets that
were covered by the Lien extended, renewed or replaced (plus improvements on
such property or assets).

                                   SECTION 9.

                                EVENTS OF DEFAULT

         9.1 EVENTS OF DEFAULT.

         An Event of Default shall exist upon the occurrence of any of the
following specified events (each an "Event of Default"):

                  (a) Payment. The Borrower shall default in the payment (i)
         when due of any principal of any of the Loans or (ii) within three
         Business Days of when due of any interest on the Loans or of any fees
         owing hereunder or any of the other Credit


                                       41
<PAGE>


         Documents or (iii) within ten days of when due of any other amounts
         owing hereunder, under any of the other Credit Documents or in
         connection herewith.

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

                  (c) Covenants. The Borrower shall:

                           (i) default in the due performance or observance of
                  any term, covenant or agreement contained in Sections 7.2, 7.3
                  (as to maintenance of existence of the Borrower only), 7.9 or
                  8.1 through 8.6 inclusive; or

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

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

                  (d) Credit Documents. The Borrower shall default in the due
         performance or observance of any term, covenant or agreement in any of
         the other Credit Documents and such default shall continue unremedied
         for a period of at least 30 days after the earlier of the Borrower
         becoming aware of such default or notice thereof given by the
         Administrative Agent or (ii) any Credit Document shall fail to be in
         full force and effect or the Borrower shall so assert.

                  (e) Bankruptcy, etc. The occurrence of any of the following
         with respect to the Borrower or any of its Material Subsidiaries: (i) a
         court or governmental agency having jurisdiction in the premises shall
         enter a decree or order for relief in respect of the Borrower or any of
         its Material Subsidiaries in an involuntary case under any applicable
         bankruptcy, insolvency or other similar law now or hereafter in effect,
         or appoint a receiver, liquidator, assignee, custodian, trustee,
         sequestrator or similar official of the Borrower or any of its Material
         Subsidiaries or for any substantial part of its property or order the
         winding up or liquidation of its affairs; or (ii) an involuntary case
         under any applicable bankruptcy, insolvency or other similar law now or
         hereafter in effect is commenced against the Borrower or any of its
         Material Subsidiaries and such petition remains unstayed and in effect
         for a period of 60 consecutive days; or (iii) the Borrower or any of
         its Material Subsidiaries shall commence a voluntary case under any
         applicable


                                       42
<PAGE>


         bankruptcy, insolvency or other similar law now or hereafter in effect,
         or consent to the entry of an order for relief in an involuntary case
         under any such law, or consent to the appointment or taking possession
         by a receiver, liquidator, assignee, custodian, trustee, sequestrator
         or similar official of such Person or any substantial part of its
         property or make any general assignment for the benefit of creditors;
         or (iv) the Borrower or any of its Material Subsidiaries shall admit in
         writing its inability to pay its debts generally as they become due or
         any action shall be taken by such Person in furtherance of any of the
         aforesaid purposes.

                  (f) Defaults under Other Agreements. With respect to any
         indebtedness of the Borrower in excess of $100,000,000 (other than
         indebtedness outstanding under this Credit Agreement or Non-Recourse
         Indebtedness) of the Borrower (A) the Borrower shall (1) default in any
         payment (beyond the applicable grace period with respect thereto, if
         any) with respect to any such indebtedness, or (2) default (after
         giving effect to any applicable grace period) in the observance or
         performance of any covenant or agreement relating to such indebtedness
         or contained in any instrument or agreement evidencing, securing or
         relating thereto, or any other event or condition shall occur or
         condition exist, the effect of which default or other event or
         condition is to cause, or permit, the holder of the holders of such
         indebtedness (or trustee or agent on behalf of such holders) to cause
         (determined without regard to whether any notice or lapse of time is
         required) any such indebtedness to become due prior to its stated
         maturity; or (B) any such indebtedness shall be declared due and
         payable, or required to be prepaid other than by a regularly scheduled
         required prepayment, or by a mandatory prepayment upon specified events
         or conditions, in each case, prior to the stated maturity thereof; or
         (C) any such indebtedness shall mature and remain unpaid.

                  (g) Judgments. One or more final judgments, orders, or decrees
         shall be entered against the Borrower involving a liability of
         $100,000,000 or more, in the aggregate (to the extent not paid or
         covered by insurance provided by a carrier who has acknowledged
         coverage) and such judgments, orders or decrees shall continue
         unsatisfied, undischarged and unstayed for a period of 90 days;
         provided that if such judgment, order or decree provides for periodic
         payments over time then the Borrower shall have a grace period of 30
         days with respect to each such periodic payment.

                  (h) ERISA. The occurrence of any of the following events or
         conditions if any of the same would be reasonably expected to result in
         a liability of an amount greater than or equal to $20,000,000: (A) any
         "accumulated funding deficiency," as such term is defined in Section
         302 of ERISA and Section 412 of the Code, whether or not waived, shall
         exist with respect to any Plan, or any lien shall arise on the assets
         of the Borrower or any ERISA Affiliate in favor of the PBGC or a Plan;
         (B) a Termination Event shall occur with respect to a Single Employer
         Plan, which is, in the reasonable opinion of the Administrative Agent,
         likely to result in the termination of such Plan for purposes of Title
         IV of ERISA; (C) a Termination Event shall occur with respect to a
         Multiemployer Plan or Multiple Employer Plan, which is, in the
         reasonable opinion of the Administrative Agent, likely to result in (i)
         the termination of such Plan for purposes of Title IV of ERISA, or (ii)
         the Borrower or any ERISA Affiliate incurring any liability in
         connection with a withdrawal from, reorganization of (within the
         meaning of Section 4241 of


                                       43
<PAGE>


         ERISA), or insolvency (within the meaning of Section 4245 of ERISA) of
         such Plan; or (D) any prohibited transaction (within the meaning of
         Section 406 of ERISA or Section 4975 of the Code) or breach of
         fiduciary responsibility shall occur which would be reasonably expected
         to subject the Borrower or any ERISA Affiliate to any liability under
         Sections 406, 409, 502(i), or 502(l) of ERISA or Section 4975 of the
         Code, or under any agreement or other instrument pursuant to which the
         Borrower or any ERISA Affiliate has agreed or is required to indemnify
         any person against any such liability.

                  (i) Change of Control. The occurrence of any Change of
         Control.

                  (j) Bridge Credit Agreement. An "Event of Default" shall occur
         under the 364-Day Revolving Credit Agreement dated as of September 24,
         2004 among the Borrower, Bank One, NA, as administrative agent, and
         various lenders.

         9.2 ACCELERATION; REMEDIES.

         Upon the occurrence and during the continuation of an Event of Default,
the Administrative Agent may, with the consent of the Required Lenders, and
shall, upon the request and direction of the Required Lenders, by written notice
to the Borrower take any of the following actions without prejudice to the
rights of the Administrative Agent or any Lender to enforce its claims against
the Borrower, except as otherwise specifically provided for herein:

                           (i) Termination of Commitments. Declare the
                  Commitments terminated whereupon the Commitments shall be
                  immediately terminated.

                           (ii) Acceleration of Loans. Declare the unpaid amount
                  of all Borrower Obligations to be due whereupon the same shall
                  be immediately due and payable without presentment, demand,
                  protest or other notice of any kind, all of which are hereby
                  waived by the Borrower.

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

Notwithstanding the foregoing, if an Event of Default specified in Section
9.1(e) shall occur, then the Commitments shall automatically terminate and all
Loans, all accrued interest in respect thereof, all accrued and unpaid fees and
other indebtedness or obligations owing to the Lenders and the Administrative
Agent hereunder shall immediately become due and payable without the giving of
any notice or other action by the Administrative Agent or the Lenders.

Notwithstanding the fact that enforcement powers reside primarily with the
Administrative Agent, each Lender has, to the extent permitted by law, a
separate right of payment and shall be considered a separate "creditor" holding
a separate "claim" within the meaning of Section 101(5) of the Bankruptcy Code
or any other insolvency statute.


                                       44
<PAGE>

         9.3 ALLOCATION OF PAYMENTS AFTER EVENT OF DEFAULT.

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

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

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

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

                  FOURTH, to the payment of the outstanding principal amount of
         the Loans, pro rata as set forth below;

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

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

In carrying out the foregoing, (a) amounts received shall be applied in the
numerical order provided until exhausted prior to application to the next
succeeding category and (b) each of the Lenders shall receive an amount equal to
its pro rata share (based on the proportion that the then outstanding Loans held
by such Lender bears to the aggregate then outstanding Loans) of amounts
available to be applied.

                                  SECTION 10.

                                AGENCY PROVISIONS

         10.1 APPOINTMENT.

         Each Lender hereby designates and appoints Bank One, NA as agent of
such Lender to act as specified herein and the other Credit Documents, and each
such Lender hereby authorizes the Administrative Agent, as the agent for such
Lender, to take such action on its behalf under the provisions of this Credit
Agreement and the other Credit Documents and to exercise such powers and perform
such duties as are expressly delegated by the terms hereof and of the other
Credit Documents, together with such other powers as are reasonably incidental
thereto. Notwithstanding any provision to the contrary elsewhere herein and in
the other Credit Documents, the Administrative Agent shall not have any duties
or responsibilities, except those


                                       45
<PAGE>


expressly set forth herein and therein, or any fiduciary relationship with any
Lender, and no implied covenants, functions, responsibilities, duties,
obligations or liabilities shall be read into this Credit Agreement or any of
the other Credit Documents, or shall otherwise exist against the Administrative
Agent. The provisions of this Section 10.1 are solely for the benefit of the
Administrative Agent and the Lenders and the Borrower shall not have any rights
as a third party beneficiary of the provisions hereof. In performing its
functions and duties under this Credit Agreement and the other Credit Documents,
the Administrative Agent shall act solely as agent of the Lenders and does not
assume and shall not be deemed to have assumed any obligation or relationship of
agency or trust with or for the Borrower. Any agent named herein (other than the
Administrative Agent) shall have no duties or obligations whatsoever under this
Credit Agreement or the other Credit Documents.

         10.2 DELEGATION OF DUTIES.

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

         10.3 EXCULPATORY PROVISIONS.

         Neither the Administrative Agent nor any of its officers, directors,
employees, agents, attorneys-in-fact or affiliates shall be liable to any Lender
for any action lawfully taken or omitted to be taken by it or such Person under
or in connection herewith or in connection with any of the other Credit
Documents (except for its or such Person's own gross negligence or willful
misconduct), or responsible in any manner to any of the Lenders for any
recitals, statements, representations or warranties made by the Borrower
contained herein or in any of the other Credit Documents or in any certificate,
report, statement or other document referred to or provided for in, or received
by the Administrative Agent under or in connection herewith or in connection
with the other Credit Documents, or enforceability or sufficiency therefor of
any of the other Credit Documents, or for any failure of the Borrower to perform
its obligations hereunder or thereunder. The Administrative Agent shall not be
responsible to any Lender for the effectiveness, genuineness, validity,
enforceability, collectibility or sufficiency of this Credit Agreement, or any
of the other Credit Documents or for any representations, warranties, recitals
or statements made herein or therein or made by the Borrower in any written or
oral statement or in any financial or other statements, instruments, reports,
certificates or any other documents in connection herewith or therewith
furnished or made by the Administrative Agent to the Lenders or by or on behalf
of the Borrower to the Administrative Agent or any Lender or be required to
ascertain or inquire as to the performance or observance of any of the terms,
conditions, provisions, covenants or agreements contained herein or therein or
as to the use of the proceeds of the Loans or of the existence or possible
existence of any Default or Event of Default or to inspect the properties, books
or records of the Borrower. The Administrative Agent is not a trustee for the
Lenders and owes no fiduciary duty to the Lenders.


                                       46
<PAGE>

         10.4 RELIANCE ON COMMUNICATIONS.

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

         10.5 NOTICE OF DEFAULT.

         The Administrative Agent shall not be deemed to have knowledge or
notice of the occurrence of any Default or Event of Default hereunder unless the
Administrative Agent has received notice from a Lender or the Borrower referring
to the Credit Document, describing such Default or Event of Default and stating
that such notice is a "notice of default." In the event that the Administrative
Agent receives such a notice, the Administrative Agent shall give prompt notice
thereof to the Lenders. The Administrative Agent shall take such action with
respect to such Default or Event of Default as shall be reasonably directed by
the Required Lenders.

         10.6 NON-RELIANCE ON ADMINISTRATIVE AGENT AND OTHER LENDERS.

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


                                       47
<PAGE>


appraisals and decisions in taking or not taking action under this Credit
Agreement, and to make such investigation as it deems necessary to inform itself
as to the business, assets, operations, property, financial and other
conditions, prospects and creditworthiness of the Borrower. Except for notices,
reports and other documents expressly required to be furnished to the Lenders by
the Administrative Agent hereunder, the Administrative Agent shall not have any
duty or responsibility to provide any Lender with any credit or other
information concerning the business, operations, assets, property, financial or
other conditions, prospects or creditworthiness of the Borrower which may come
into the possession of the Administrative Agent or any of its officers,
directors, employees, agents, attorneys-in-fact or Affiliates.

         10.7 INDEMNIFICATION.

         Each Lender agrees to indemnify the Administrative Agent in its
capacity as such (to the extent not reimbursed by the Borrower and without
limiting the obligation of the Borrower to do so), ratably according to its
Commitment Percentage at the time the indemnification request is made, from and
against any and all liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements of any kind
whatsoever which may at any time (including without limitation at any time
following the payment in full of the Borrower Obligations) be imposed on,
incurred by or asserted against the Administrative Agent in its capacity as such
in any way relating to or arising out of this Credit Agreement or the other
Credit Documents or any documents contemplated by or referred to herein or
therein or the transactions contemplated hereby or thereby or any action taken
or omitted by the Administrative Agent under or in connection with any of the
foregoing; provided that no Lender shall be liable for the payment of any
portion of such liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements resulting from the gross
negligence or willful misconduct of the Administrative Agent. If any indemnity
furnished to the Administrative Agent for any purpose shall, in the opinion of
the Administrative Agent, be insufficient or become impaired, the Administrative
Agent may call for additional indemnity and cease, or not commence, to do the
acts indemnified against until such additional indemnity is furnished. The
agreements in this Section 10.7 shall survive the payment of the Borrower
Obligations and all other amounts payable hereunder and under the other Credit
Documents and the termination of the Commitments.

         10.8 ADMINISTRATIVE AGENT IN ITS INDIVIDUAL CAPACITY.

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

         10.9 SUCCESSOR AGENT.

         The Administrative Agent may, at any time, resign upon 20 days written
notice to the Lenders. Upon any such resignation, the Required Lenders shall
have the right to appoint a


                                       48
<PAGE>

successor Administrative Agent, which successor shall be reasonably acceptable
to the Borrower; provided that the Borrower shall have no right to approve such
successor during the existence and continuation of a Default or Event of
Default. If no successor Administrative Agent shall have been so appointed by
the Required Lenders, and shall have accepted such appointment, within 30 days
after the notice of resignation, then the retiring Administrative Agent shall
select a successor Administrative Agent; provided such successor is an Eligible
Assignee (or if no Eligible Assignee shall have been so appointed by the
retiring Administrative Agent and shall have accepted such appointment, then the
Lenders shall perform all obligations of the retiring Administrative Agent
hereunder until such time, if any, as a successor Administrative Agent shall
have been appointed and shall have accepted such appointment as provided for
above). Upon the acceptance of any appointment as an Administrative Agent
hereunder by a successor, such successor Administrative Agent shall thereupon
succeed to and become vested with all the rights, powers, privileges and duties
of the retiring Administrative Agent, and the retiring Administrative Agent
shall be discharged from its duties and obligations as an Administrative Agent,
as appropriate, under this Credit Agreement and the other Credit Documents and
the provisions of this Section 10 shall inure to its benefit as to any actions
taken or omitted to be taken by it while it was an Administrative Agent under
this Credit Agreement.

                                  SECTION 11.

                                  MISCELLANEOUS

         11.1 NOTICES.

         Except as otherwise expressly provided herein, all notices and other
communications shall have been duly given and shall be effective (a) when
delivered, (b) when transmitted via telecopy (or other facsimile device), (c)
the Business Day following the day on which the same has been delivered to a
reputable national overnight air courier service, or (d) the third Business Day
following the day on which the same is sent by certified or registered mail,
postage prepaid, in each case to the respective parties at the addresses, e-mail
addresses or telecopy numbers set forth on Schedule 11.1, or at such other
address as such party may specify by written notice to the other parties hereto.
Notices and other communications hereunder may be delivered or furnished by
electronic communication (including e-mail and Internet or intranet websites)
pursuant to procedures approved by the Administrative Agent, provided that the
foregoing shall not apply to notices to any Lender pursuant to Section 2 if such
Lender has notified the Administrative Agent that it is incapable of receiving
notices under such Section by electronic communication. The Administrative Agent
or the Borrower may, in its discretion, agree to accept notices and other
communications to it hereunder by electronic communications pursuant to
procedures approved by it, provided that approval of such procedures may be
limited to particular notices or communications. Unless the Administrative Agent
otherwise prescribes, (i) notices and other communications sent to an e-mail
address shall be deemed received upon the sender's receipt of an acknowledgement
from the intended recipient (such as by the "return receipt requested" function,
as available, return e-mail or other written acknowledgement), provided that if
such notice or other communication is not sent during the normal business hours
of the recipient, such notice or communication shall be deemed to have been sent
at the opening of business on the next business day for the recipient, and (ii)
notices or communications posted to an Internet or intranet website shall be
deemed received upon the deemed receipt by the

                                       49
<PAGE>


intended recipient at its e-mail address as described in the foregoing clause
(i) of notification that such notice or communication is available and
identifying the website address therefor.

         11.2 RIGHT OF SET-OFF.

         In addition to any rights now or hereafter granted under applicable law
or otherwise, and not by way of limitation of any such rights, upon the
occurrence and during the continuation of an Event of Default and the
commencement of remedies described in Section 9.2, each Lender is authorized at
any time and from time to time, without presentment, demand, protest or other
notice of any kind (all of which rights being hereby expressly waived), to
set-off and to appropriate and apply any and all deposits (general or special)
and any other indebtedness at any time held or owing by such Lender (including,
without limitation branches, agencies or Affiliates of such Lender wherever
located) to or for the credit or the account of the Borrower against obligations
and liabilities of the Borrower to the Lenders hereunder, under the Notes or the
other Credit Documents, irrespective of whether the Administrative Agent or the
Lenders shall have made any demand hereunder and although such obligations,
liabilities or claims, or any of them, may be contingent or unmatured, and any
such set-off shall be deemed to have been made immediately upon the occurrence
of an Event of Default even though such charge is made or entered on the books
of such Lender subsequent thereto. The Borrower hereby agrees that any Person
purchasing a participation in the Loans and Commitments hereunder pursuant to
Section 11.3(c) may exercise all rights of set-off with respect to its
participation interest as fully as if such Person were a Lender hereunder.

         11.3 BENEFIT OF AGREEMENT.

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

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

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

                           (ii) except in the case of an assignment to another
                  Lender or an assignment of all of a Lender's rights and
                  obligations under this Credit Agreement, any such partial
                  assignment shall (unless each of the Borrower and the
                  Administrative Agent otherwise consents) be in an amount at
                  least equal to $3,000,000 (or, if less, the remaining amount
                  of the Commitment being assigned by such Lender) and an
                  integral multiple of $1,000,000 in excess thereof;


                                       50
<PAGE>

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

                           (iv) the parties to such assignment shall execute and
                  deliver to the Administrative Agent for its acceptance an
                  Assignment Agreement in substantially the form of Exhibit
                  11.3(b), together with a processing fee from the assignor of
                  $5,000.

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

                  By executing and delivering an assignment agreement in
         accordance with this Section 11.3(b), the assigning Lender thereunder
         and the assignee thereunder shall be deemed to confirm to and agree
         with each other and the other parties hereto as follows: (A) such
         assigning Lender warrants that it is the legal and beneficial owner of
         the interest being assigned thereby free and clear of any adverse claim
         created by such assigning Lender and the assignee warrants that it is
         an Eligible Assignee; (B) except as set forth in clause (A) above, such
         assigning Lender makes no representation or warranty and assumes no
         responsibility with respect to any statements, warranties or
         representations made in or in connection with this Credit Agreement,
         any of the other Credit Documents or any other instrument or document
         furnished pursuant hereto or thereto, or the execution, legality,
         validity, enforceability, genuineness, sufficiency or value of this
         Credit Agreement, any of the other Credit Documents or any other
         instrument or document furnished pursuant hereto or thereto or the
         financial condition of the Borrower or the performance or observance by
         the Borrower of any of its obligations under this Credit Agreement, any
         of the other Credit Documents or any other instrument or document
         furnished pursuant hereto or thereto; (C) such assignee represents and
         warrants that it is legally authorized to enter into such assignment
         agreement; (D) such assignee confirms that it has received a copy of
         this Credit Agreement, the other Credit Documents and such other
         documents and information as it has deemed appropriate to make its own
         credit analysis and decision to enter into such assignment agreement;
         (E) such assignee will independently and without reliance upon the
         Administrative Agent, such assigning Lender or any other Lender, and
         based on such documents and information as it shall deem appropriate at
         the time, continue to make its own credit decisions in taking or not
         taking action under this Credit Agreement and the other Credit
         Documents; (F) such assignee appoints and authorizes the Administrative
         Agent to take such action on its behalf and to exercise such powers
         under this Credit Agreement or any

                                       51
<PAGE>


         other Credit Document as are delegated to the Administrative Agent by
         the terms hereof or thereof, together with such powers as are
         reasonably incidental thereto; and (G) such assignee agrees that it
         will perform in accordance with their terms all the obligations which
         by the terms of this Credit Agreement and the other Credit Documents
         are required to be performed by it as a Lender.

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

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

                  (e) Participations. Each Lender may sell participations to one
         or more Persons in all or a portion of its rights, obligations or
         rights and obligations under this Credit Agreement (including all or a
         portion of its Commitment, its Notes and its Loans); provided, however,
         that (i) such Lender's obligations under this Credit Agreement shall
         remain unchanged, (ii) such Lender shall remain solely responsible to
         the other parties hereto for the performance of such obligations, (iii)
         the participant shall be entitled to the benefit of the yield
         protection provisions contained in Sections 4.1 through 4.4, inclusive,
         except that such participant shall not be entitled to receive any
         greater payment under Sections 4.1 through 4.4, inclusive, than the
         applicable Lender would have been entitled to receive with respect to
         the participation sold to such participant, unless the sale of the
         participation to such participant is made with the Borrower's prior
         written consent; and (iv) the Borrower shall continue to deal solely
         and directly with such Lender in connection with such Lender's rights
         and obligations under this Credit Agreement, and such Lender shall
         retain the sole right to enforce the obligations of the Borrower
         relating to its Loans and its Notes and to approve any amendment,
         modification, or waiver of any provision of this Credit Agreement
         (other than amendments, modifications, or waivers decreasing the amount
         of principal of or the rate at which interest is payable on such Loans
         or Notes, extending any scheduled principal payment date or date fixed
         for the payment of interest on such Loans or Notes, or extending its
         Commitment).

                  (f) Nonrestricted Assignments. Notwithstanding any other
         provision set forth in this Credit Agreement, any Lender may at any
         time assign and pledge all or any portion of its Loans and its Notes to
         any Federal Reserve Bank as collateral security


                                       52
<PAGE>


         pursuant to Regulation A and any Operating Circular issued by such
         Federal Reserve Bank. No such assignment shall release the assigning
         Lender from its obligations hereunder.

                  (g) Information. Subject to Section 11.8, any Lender may
         furnish any information concerning the Borrower in the possession of
         such Lender from time to time to assignees and participants (including
         prospective assignees and participants).

         11.4 NO WAIVER; REMEDIES CUMULATIVE.

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

         11.5 PAYMENT OF EXPENSES, ETC.

         The Borrower agrees to: (i) pay all reasonable out-of-pocket costs and
expenses of the Administrative Agent and the Arrangers in connection with (A)
the negotiation, preparation, execution and delivery and administration of this
Credit Agreement and the other Credit Documents and the documents and
instruments referred to therein (including, without limitation, the reasonable
fees and expenses of Mayer, Brown, Rowe & Maw LLP, special counsel to the
Administrative Agent) and (B) any amendment, waiver or consent relating hereto
and thereto including, but not limited to, any such amendments, waivers or
consents resulting from or related to any work-out, renegotiation or restructure
relating to the performance by the Borrower under this Credit Agreement, (ii)
pay all reasonable out-of-pocket costs and expenses of the Administrative Agent
and the Lenders in connection with (A) enforcement of the Credit Documents and
the documents and instruments referred to therein (including, without
limitation, in connection with any such enforcement, the reasonable fees and
disbursements of counsel for the Administrative Agent and each of the Lenders
(including the allocated cost of internal counsel)) and (B) any bankruptcy or
insolvency proceeding of the Borrower and (iii) indemnify the Administrative
Agent, each Arranger and each Lender, its officers, directors, employees,
representatives and agents from and hold each of them harmless against any and
all losses, liabilities, claims, damages or expenses incurred by any of them as
a result of, or arising out of, or in any way related to, or by reason of, any
investigation, litigation or other proceeding (whether or not the Administrative
Agent, any Arranger or any Lender is a party thereto) related to the entering
into and/or performance of any Credit Document or the use of proceeds of any
Loans (including other extensions of credit) hereunder or the consummation of
any other transactions contemplated in any Credit Document, including, without
limitation, the reasonable fees and disbursements of counsel (including the
allocated cost of internal counsel) incurred in

                                       53
<PAGE>


connection with any such investigation, litigation or other proceeding (but
excluding any such losses, liabilities, claims, damages or expenses to the
extent incurred by reason of gross negligence or willful misconduct on the part
of the Person to be indemnified).

         11.6 AMENDMENTS, WAIVERS AND CONSENTS.

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

                  (a) extend the Maturity Date, or postpone or extend the time
         for any payment or prepayment of principal;

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

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

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

                  (e) release the Borrower from its obligations under the Credit
         Documents;

                  (f) amend, modify or waive any provision of this Section 11.6
         or Section 3.6, 3.8, 9.1(a) or 11.2;

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

                  (h) consent to the assignment or transfer by the Borrower of
         any of its rights and obligations under (or in respect of) the Credit
         Documents.

No provision of Section 10 may be amended or modified without the consent of the
Administrative Agent.

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


                                       54
<PAGE>

         11.7 COUNTERPARTS/TELECOPY.

         This Credit Agreement may be executed in any number of counterparts,
each of which where so executed and delivered shall be an original, but all of
which shall constitute one and the same instrument. Delivery of executed
counterparts by telecopy shall be as effective as an original and shall
constitute a representation that an original will be delivered.

         11.8 CONFIDENTIALITY.

         Each of the Administrative Agent and the Lenders agrees to maintain the
confidentiality of the Information (as defined below), except that Information
may be disclosed (a) to its and its Affiliates' directors, officers, employees
and agents, including accountants, legal counsel and other advisors (it being
understood that the Persons to whom such disclosure is made will be informed of
the confidential nature of such Information and instructed to keep such
Information confidential), (b) to the extent requested by any regulatory
authority, (c) to the extent required by applicable laws or regulations or by
any subpoena or similar legal process, (d) to any other party to this Credit
Agreement, (e) in connection with the exercise of any remedies hereunder or any
suit, action or proceeding relating to this Credit Agreement or the enforcement
of rights hereunder, (f) subject to an agreement containing provisions
substantially the same as those of this Section, to (i) any assignee of or
Participant in, or any prospective assignee of or Participant in, any of its
rights or obligations under this Credit Agreement or (ii) any actual or
prospective counterparty (or its advisors) to any swap or derivative transaction
relating to the Borrower and its obligations, (g) with the consent of the
Borrower or (h) to the extent such Information (i) becomes publicly available
other than as a result of a breach of this Section or (ii) becomes available to
the Administrative Agent or any Lender on a nonconfidential basis from a source
other than the Borrower. For the purposes of this Section, "Information" means
all information received from the Borrower relating to the Borrower or its
business, other than any such information that is available to the
Administrative Agent or any Lender on a nonconfidential basis prior to
disclosure by the Borrower; provided that, in the case of information received
from the Borrower after the date hereof, such information is clearly identified
at the time of delivery as confidential. Any Person required to maintain the
confidentiality of Information as provided in this Section shall be considered
to have complied with its obligation to do so if such Person has exercised the
same degree of care to maintain the confidentiality of such Information as such
Person would accord to its own confidential information.

         11.9 HEADINGS.

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

         11.10 DEFAULTING LENDER.

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


                                       55
<PAGE>

         11.11 SURVIVAL OF INDEMNIFICATION AND REPRESENTATIONS AND WARRANTIES.

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

         11.12 GOVERNING LAW; VENUE.

                  (a) THIS CREDIT AGREEMENT AND THE OTHER CREDIT DOCUMENTS AND
         THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER AND THEREUNDER
         SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH
         THE LAWS OF THE STATE OF NEW YORK.

                  (b) Any legal action or proceeding with respect to this Credit
         Agreement or any other Credit Document may be brought in the courts of
         the State of New York or of the United States for the Southern District
         of New York, and, by execution and delivery of this Credit Agreement,
         the Borrower hereby irrevocably accepts for itself and in respect of
         its property, generally and unconditionally, the jurisdiction of such
         courts. The Borrower further irrevocably consents to the service of
         process out of any of the aforementioned courts in any such action or
         proceeding by the mailing of copies thereof by registered or certified
         mail, postage prepaid, to it at the address for notices pursuant to
         Section 11.1, such service to become effective 10 days after such
         mailing. Nothing herein shall affect the right of a Lender to serve
         process in any other manner permitted by law or to commence legal
         proceedings or to otherwise proceed against the Borrower in any other
         jurisdiction. The Borrower agrees that a final judgment in any action
         or proceeding shall be conclusive and may be enforced in other
         jurisdictions by suit on the judgment or in any other manner provided
         by law; provided that nothing in this Section 11.12(b) is intended to
         impair the Borrower's right under applicable law to appeal or seek a
         stay of any judgment.

                  (c) The Borrower hereby irrevocably waives any objection which
         it may now or hereafter have to the laying of venue of any of the
         aforesaid actions or proceedings arising out of or in connection with
         this Credit Agreement or any other Credit Document in the courts
         referred to in subsection (a) hereof and hereby further irrevocably
         waives and agrees not to plead or claim in any such court that any such
         action or proceeding brought in any such court has been brought in an
         inconvenient forum.

         11.13 WAIVER OF JURY TRIAL.

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


                                       56
<PAGE>

         11.14 SEVERABILITY.

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

         11.15 FURTHER ASSURANCES.

         The Borrower agrees, upon the request of the Administrative Agent, to
promptly take such actions, as reasonably requested, as are necessary to carry
out the intent of this Credit Agreement and the other Credit Documents.

         11.16 ENTIRETY.

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

         11.17 BINDING EFFECT; CONTINUING AGREEMENT.

                  (a) This Credit Agreement shall become effective at such time
         when all of the conditions set forth in Section 5.1 have been satisfied
         or waived by the Lenders and it shall have been executed by the
         Borrower, the Administrative Agent and the Lenders, and thereafter this
         Credit Agreement shall be binding upon and inure to the benefit of the
         Borrower, the Administrative Agent and each Lender and their respective
         successors and assigns. The Borrower and the Lenders party to the
         Existing Credit Agreement each hereby agrees that, at such time as this
         Credit Agreement shall have become effective pursuant to the terms of
         the immediately preceding sentence, the Existing Credit Agreement
         automatically shall be deemed terminated and the Borrowers and the
         Lenders party to the Existing Credit Agreement shall no longer have any
         obligations thereunder (other than those obligations in the Existing
         Credit Agreement that expressly survive the termination thereof).

                  (b) This Credit Agreement shall be a continuing agreement and
         shall remain in full force and effect until all Loans, interest, fees
         and other Borrower Obligations have been paid in full and all
         Commitments have been terminated. Upon termination, the Borrower shall
         have no further obligations (other than the indemnification provisions
         that survive) under the Credit Documents; provided that should any
         payment, in whole or in part, of the Borrower Obligations be rescinded
         or otherwise required to be restored or returned by the Administrative
         Agent or any Lender, whether as a result of any proceedings in
         bankruptcy or reorganization or otherwise, then the Credit Documents
         shall automatically be reinstated and all amounts required to be
         restored or returned and all costs and expenses incurred by the
         Administrative Agent or any Lender in connection therewith shall be
         deemed included as part of the Borrower Obligations.


                                       57
<PAGE>

         11.18 USA PATRIOT ACT.

         Each Lender that is subject to the requirements of the USA Patriot Act
(Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the "Act")
hereby notifies the Borrower that pursuant to the requirements of the Act, it is
required to obtain, verify and record information that identifies the Borrower,
which information includes the name and address of the Borrower and other
information that will allow such Lender to identify the Borrower in accordance
with the Act.

                  [Remainder of Page Intentionally Left Blank]



                                       58
<PAGE>


                   Signature Page to Atmos Energy Corporation
                           Revolving Credit Agreement


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


BORROWER:                           ATMOS ENERGY CORPORATION, A Texas
                                    and Virginia corporation


                                    By: /s/ LAURIE M. SHERWOOD
                                        ----------------------------------------
                                    Name:  Laurie M. Sherwood
                                    Title: Vice President, Corporate Development
                                           & Treasurer


<PAGE>


                   Signature Page to Atmos Energy Corporation
                           Revolving Credit Agreement

LENDERS:
                                     BANK ONE, NA, as Administrative Agent and a
                                     Lender


                                     By:   /s/ JANE BEK KEIL
                                        ----------------------------------------
                                     Name:  Jane Bek Keil
                                     Title: Director


<PAGE>

                   Signature Page to Atmos Energy Corporation
                           Revolving Credit Agreement



                                     SUNTRUST BANK, as Syndication Agent and a
                                     Lender


                                     By: /s/ KELLEY BRUNSON
                                         ---------------------------------------
                                     Name:  Kelley Brunson
                                     Title: Vice President


<PAGE>

                   Signature Page to Atmos Energy Corporation
                           Revolving Credit Agreement


                                     BANK OF AMERICA, N.A., as
                                     Co-Documentation Agent and a Lender


                                     By: /s/ STEVEN A. MACKENZIE
                                         ---------------------------------------
                                     Name:  Steven A. Mackenzie
                                     Title: Senior Vice President


<PAGE>

                   Signature Page to Atmos Energy Corporation
                           Revolving Credit Agreement


                                     WACHOVIA BANK, NATIONAL
                                     ASSOCIATION, as Co-Documentation Agent and
                                     a Lender

                                     By: /s/ YANN PIRIO
                                         ---------------------------------------
                                     Name:  Yann Pirio
                                     Title: Vice President




<PAGE>

                   Signature Page to Atmos Energy Corporation
                           Revolving Credit Agreement


                                     SOCIETE GENERALE, as Co-Documentation
                                     Agent and a Lender


                                     By: /s/ WAYNE HOSANG
                                         ---------------------------------------
                                     Name:  Wayne Hosang
                                     Title: Vice President




<PAGE>

                   Signature Page to Atmos Energy Corporation
                           Revolving Credit Agreement


                                     THE ROYAL BANK OF SCOTLAND PLC, as
                                     Senior Managing Agent and a Lender


                                     By: /s/ PATRICIA J. DUNDEE
                                         ---------------------------------------
                                     Name:  Patricia J. Dundee
                                     Title: Senior Vice President


<PAGE>

                   Signature Page to Atmos Energy Corporation
                           Revolving Credit Agreement

                                     THE BANK OF TOKYO MITSUBISHI, LTD., as
                                     Senior Managing Agent and a Lender


                                     By: /s/ KELTON GRASSCOCK
                                         ---------------------------------------
                                     Name:  Kelton Grasscock
                                     Title: Vice President & Manager




<PAGE>


                   Signature Page to Atmos Energy Corporation
                           Revolving Credit Agreement


                                     MERRILL LYNCH BANK USA, as Managing Agent
                                     and a Lender


                                     By: /s/ LOUIS ALDER
                                         ---------------------------------------
                                     Name:  Louis Alder
                                     Title: Director




<PAGE>

                   Signature Page to Atmos Energy Corporation
                           Revolving Credit Agreement

                                     KBC BANK N.V., as Managing Agent and a
                                     Lender


                                     By: /s/ ERIC RASKIN
                                         ---------------------------------------
                                     Name:  Eric Raskin
                                     Title: Vice President


                                     By: /s/ ROBERT SNAUFFER
                                         ---------------------------------------
                                     Name:  Robert Snauffer
                                     Title: First Vice President







<PAGE>


                   Signature Page to Atmos Energy Corporation
                           Revolving Credit Agreement


                                     CALYON NEW YORK BRANCH, as Managing Agent
                                     and a Lender


                                     By: /s/ OLIVIER AUDEMARD
                                         ---------------------------------------
                                     Name:  Olivier Audemard
                                     Title: Managing Director


                                     By: /s/ ATTILA COACH
                                         ---------------------------------------
                                     Name:  Attila Coach
                                     Title: Managing Director







<PAGE>

                   Signature Page to Atmos Energy Corporation
                           Revolving Credit Agreement

                                     THE BANK OF NEW YORK, as Managing Agent
                                     and a Lender


                                     By: /s/ CRAIG J. ANDERSON
                                         ---------------------------------------
                                     Name:  Craig J. Anderson
                                     Title: Vice President


<PAGE>

                   Signature Page to Atmos Energy Corporation
                           Revolving Credit Agreement

                                     UBS LOAN FINANCE LLC, as a Lender


                                     By: /s/ WILFRED F. SAINT
                                         ---------------------------------------
                                     Name:  Wilfred V. Saint
                                     Title: Director
                                            Banking Products Services, US


                                     By: /s/ SALLOZ SIKKA
                                         ---------------------------------------
                                     Name:  Salloz Sikka
                                     Title: Associate Director
                                            Banking Products Services, US







<PAGE>

                   Signature Page to Atmos Energy Corporation
                           Revolving Credit Agreement

                                     U.S. BANK NATIONAL ASSOCIATION, as a
                                     Lender


                                     By: /s/ BRIAN H. GALLAGHER
                                         ---------------------------------------
                                     Name:  Brian H. Gallagher
                                     Title: Vice President




<PAGE>

                   Signature Page to Atmos Energy Corporation
                           Revolving Credit Agreement

                                     WHITNEY NATIONAL BANK, as a Lender


                                     By: /s/ MICHAEL JESSE SHANNON
                                         ---------------------------------------
                                     Name:  Michael Jesse Shannon
                                     Title: Senior Vice President




<PAGE>

                   Signature Page to Atmos Energy Corporation
                           Revolving Credit Agreement

                                     BANK HAPOALIM, B.M. as a Lender


                                     By: /s/ MARC BOSC
                                         ---------------------------------------
                                     Name:  Marc Bosc
                                     Title: Vice President


                                     By: /s/ LENROY HACKETT
                                         ---------------------------------------
                                     Name:  Lenroy Hackett
                                     Title: First Vice President



<PAGE>

                   Signature Page to Atmos Energy Corporation
                           Revolving Credit Agreement


                                     TRUSTMARK NATIONAL BANK, as a Lender


                                     By: /s/ SARAH B. ADAMS
                                         ---------------------------------------
                                     Name:  Sarah B. Adams
                                     Title: Assistant Vice President

<PAGE>

                                 SCHEDULE 1.1(a)

                             COMMITMENT PERCENTAGES

<Table>
<Caption>
                                                           COMMITMENT
             LENDERS                     COMMITMENT        PERCENTAGE
             -------                     ----------        ----------
<S>                                     <C>                <C>
BANK ONE, NA                            $ 50,000,000          8.33%
SUNTRUST BANK                           $ 50,000,000          8.33%
BANK OF AMERICA, N.A.                   $ 45,000,000          7.50%
WACHOVIA BANK, NATIONAL ASSOCIATION     $ 45,000,000          7.50%
SOCIETE GENERALE                        $ 45,000,000          7.50%
THE ROYAL BANK OF SCOTLAND PLC          $ 45,000,000          7.50%
THE BANK OF TOKYO MITSUBISHI, LTD.        45,000,000          7.50%
MERRILL LYNCH BANK USA                    40,000,000          6.67%
KBC BANK N.V.                             40,000,000          6.67%
CALYON NEW YORK BRANCH                    40,000,000          6.67%
THE BANK OF NEW YORK                      40,000,000          6.67%
UBS LOAN FINANCE LLC                      30,000,000          5.00%
U.S. BANK NATIONAL ASSOCIATION            30,000,000          5.00%
WHITNEY NATIONAL BANK                     20,000,000          3.33%
BANK HAPOALIM, B.M.                       20,000,000          3.33%
TRUSTMARK NATIONAL BANK                   15,000,000          2.50%
TOTAL                                   $600,000,000           100%
</Table>


                                 Schedule 1.1(a)-1

<PAGE>

                                 SCHEDULE 1.1(b)

                                PRICING SCHEDULE



<Table>
<Caption>
Applicable Percentage    Level I Status   Level II Status   Level III Status   Level IV Status   Level V Status   Level VI Status
---------------------    --------------   ---------------   ----------------   ---------------   --------------   ---------------
<S>                      <C>              <C>               <C>                <C>               <C>              <C>
   Eurodollar Rate            0.40%            0.50%             0.625%              0.75%            1.00%            1.25%
      Base Rate                0.0%             0.0%               0.0%               0.0%             0.0%            0.25%
      Unused Fee              0.06%            0.08%              0.10%             0.125%           0.175%            0.25%
Utilization Fee (when         0.10%           0.125%             0.125%             0.125%           0.125%            0.25%
  usage exceeds 50%)
</Table>

         "Level I Status" exists at any date if, on such date, the Borrower's
Moody's Rating is A2 or better or the Borrower's S&P Rating is A or better.

         "Level II Status" exists at any date if, on such date, (i) the Borrower
has not qualified for Level I Status and (ii) the Borrower's Moody's Rating is
A3 or better or the Borrower's S&P Rating is A- or better.

         "Level III Status" exists at any date if, on such date, (i) the
Borrower has not qualified for Level I Status or Level II Status and (ii) the
Borrower's Moody's Rating is Baa1 or better or the Borrower's S&P Rating is BBB+
or better.

         "Level IV Status" exists at any date if, on such date, (i) the Borrower
has not qualified for Level I Status, Level II Status or Level III Status and
(ii) the Borrower's Moody's Rating is Baa2 or better or the Borrower's S&P
Rating is BBB or better.

         "Level V Status" exists at any date if, on such date, (i) the Borrower
has not qualified for Level I Status, Level II Status, Level III Status or Level
IV Status and (ii) the Borrower's Moody's Rating is Baa3 or better or the
Borrower's S&P Rating is BBB- or better.

         "Level VI Status" exists at any date if, on such date, the Borrower has
not qualified for Level I Status, Level II Status, Level III Status, Level IV
Status or Level V Status.

         "Moody's Rating" means, at any time, the rating issued by Moody's
Investors Service, Inc. and then in effect with respect to the Borrower's senior
unsecured long-term non-credit enhanced debt securities.

         "S&P Rating" means, at any time, the rating issued by Standard and
Poor's Rating Services, a division of The McGraw Hill Companies, Inc., and then
in effect with respect to the Borrower's senior unsecured long-term non-credit
enhanced debt securities.

         "Status" means Level I Status, Level II Status, Level III Status, Level
IV Status, Level V Status or Level VI Status.

         The Applicable Percentage shall be determined in accordance with the
foregoing table based on the Borrower's Status as determined from its
then-current Moody's and S&P Ratings. The credit rating in effect on any date
for the purposes of this Schedule is that in effect at the


                           Schedule 1.1(b)-1

<PAGE>


close of business on such date. If at any time the Borrower has no Moody's
Rating or no S&P Rating, Level VI Status shall exist.

         If the Borrower is split-rated and the ratings differential is one
level, the better rating will apply. If the Borrower is split-rated and the
ratings differential is two levels or more, the applicable rating shall be one
level below the higher of the Moody's or S&P Rating.


                           Schedule 1.1(b)-2

<PAGE>


                                  SCHEDULE 6.20

                              SECURED INDEBTEDNESS


                      SECURED INDEBTEDNESS AS OF 6/30/2004

<Table>
<Caption>
                         INTEREST
FIRST MORTGAGE BONDS       RATE          MATURITY                                 BALANCE AT 6/30/04
<S>                      <C>
FMB Series P                10.43%       due 2012 issued under 1959 Indenture        11,250,000.00
FMB Series Q                 9.75%       due 2020 issued under 1959 Indenture        16,000,000.00
FMB Series R                11.32%       due 2004 issued under 1959 Indenture                 0.00
FMB Series T                 9.32%       due 2021 issued under 1959 Indenture        18,000,000.00
FMB Series U                 8.77%       due 2022 issued under 1959 Indenture        20,000,000.00
FMB Series J                 9.40%       due 2021 issued under 1957 Indenture        17,000,000.00
FMB Series V                 7.50%       due 2007 issued under 1959 Indenture         4,166,666.00
                                                                                     -------------
                                                                                     86,416,666.00
                                                                                     -------------
Rental Property fixed
rate term notes            various       due 2013 due in installments                 9,466,167.47
                                                                                     -------------

Total Secured Indebtedness                                                           95,882,833.47
                                                                                     =============
</Table>



                                Schedule 6.20-1

<PAGE>


                                  SCHEDULE 6.21

                                  SUBSIDIARIES


Mississippi Energies, Inc.

         Legendary Lighting, LLC (50% ownership interest)
         Unitary GH&C Products, LLC (28% ownership interest)

Blue Flame Insurance Services, LTD

Atmos Energy Holdings, Inc.

         Atmos Energy Marketing, LLC
         Atmos Energy Services, LLC
               Energas Energy Services Trust


         Enermart Energy Services Trust

         Egasco, LLC

         Atmos Power Systems, Inc.

         United Cities Propane Gas, Inc.

         Atmos Pipeline and Storage, LLC
               UCG Storage, Inc.
               WKG Storage, Inc.
               Trans Louisiana Gas Storage, Inc.
               Trans Louisiana Gas Pipeline, Inc.
               Atmos Exploration & Production, Inc.


(1)  Each of these subsidiaries is 100% owned by its parent.

(2)  No Subsidiary of the Borrower currently qualifies as a Material Subsidiary
     as that term is defined in the Credit Agreement.


                                 Schedule 6.21-1

<PAGE>

                                  SCHEDULE 11.1

                                     NOTICES

<Table>
<S>                                                          <C>
BANK ONE, NA                                                 SUNTRUST BANK

Sharon Webb                                                  Linda Stanley
1 Bank One Plaza                                             303 Peachtree Street, 10th Floor
Suite IL1-0363, 10th Floor                                   Atlanta, GA  30308
Chicago, IL 60670                                            Tel: 404-532-0989
Tel: 312-732-7437                                            Fax: 404-827-6270
Fax: 312-732-3055                                            E-mail: linda.stanley@suntrust.com
E-mail: sharon_k_webb@bankone.com


BANK OF AMERICA, N.A.                                        WACHOVIA BANK, NATIONAL ASSOCIATION

Steven A. Mackenzie                                          Reid Harden
901 Main Street, 67th Floor                                  999 Peachtree Street
Dallas, TX 75202                                             Atlanta, GA  30309
Tel: 214-209-3680                                            Tel: 404-332-1420
Fax: 214-209-3140                                            E-mail: reid.harden@wachovia.com
E-mail:  steven.mackenzie@bankofamerica.com
                                                             Mitch Wilson
                                                             Tel: 704-383-5642
                                                             Email: mitch.wilson@wachoiva.com


SOCIETE GENERALE                                             THE ROYAL BANK OF SCOTLAND PLC

Wayne Hutton                                                 Stuart Gibson
1221 Avenue of the Americas                                  600 Travis Street, Suite 6500
Utilities                                                    Houston, TX 77002
New York, NY 10020                                           Tel: 713-221-2415
Tel: 212-278-6203                                            Fax: 773-221-2430
Fax: 212-278-7862
E-mail: wayne.hutton@sgcib.com


THE BANK OF TOKYO-MITSUBISHI, LTD.                           MERRILL LYNCH BANK USA

Giovanny Pieternelle                                         Derek Befus
1100 Louisiana Street, Suite 2800                            15 W. South Temple, Suite 300
Houston, TX 77002                                            Salt Lake City, UT 84101
Tel: 713-655-3150                                            Tel: 801-526-6814
Fax: 713-658-0116                                            Fax: 801-531-7470
E-Mail: gpieternelle@btmna.com                               E-Mail: derek_befus@ml.com
</Table>


                               Schedule 11.1-1

<PAGE>


<Table>
<S>                                                          <C>
KBC BANK N.V.                                                CALYON NEW YORK BRANCH

Rose Pagan/Loan Administration                               Darrell Stanley
125 West 55th Street                                         1301 Travis, Suite 2100
New York, NY 10019                                           Houston, TX 77002
Tel: 212-541-0671                                            Tel: 713-890-8602
Fax: 212-956-5581                                            Fax: 713-890-8668
                                                             E-mail: darrell.stanley@us.calyon.com

THE BANK OF NEW YORK                                         UBS LOAN FINANCE LLC

Craig Anderson                                               c/o UBS AG, Cayman Islands Branch
One Wall Street, 19th Floor                                  Marie Haddad
Energy Division                                              677 Washington Blvd.
New York, NY 10286                                           Stamford, CT 06901
Tel: 212-635-7547                                            Tel: 203-719-5609
Fax: 212-635-7923                                            Fax: 203-719-3888
E-mail: canderson@bankofny.com                               E-mail: marie.haddad@ubs.com

U.S. BANK NATIONAL ASSOCIATION                               WHITNEY NATIONAL BANK

Russell Rogers                                               Josh J. Jones
150 Fourth Avenue North, 3rd Floor                           228 St. Charles Avenue
Nashville, TN 37219                                          New Orleans, :LA 70130-2601
Tel: 615-251-9280                                            Tel: 504-552-4671
Fax: 615-251-9245                                            Fax: 504-599-3073
E-Mail: russell.rogers@usbank.com                            E-mail: jjones3@whitneybank.com


BANK HAPOALIM, B.M.                                          ATMOS ENERGY CORPORATION

Marc Bosc                                                    Laurie Sherwood
1177 Avenue of the Americas                                  5430 LBJ Freeway
New York, NY 10036                                           Dallas, TX 75240
Tel: 212-782-2181                                            Tel: 972-855-9718
Fax: 212-782-2382                                            Fax: 972-855-3085
E-Mail: mbosc@hapoalimusa.com                                E-Mail: laurie.sherwood@atmosenergy.com
</Table>


                               Schedule 11.1-2

<PAGE>


                                                                     Exhibit 2.2

                           FORM OF NOTICE OF BORROWING



TO:      BANK ONE, NA, as Administrative Agent
         1 Bank One Plaza
         Chicago, Illinois  60670

RE:      Revolving Credit Agreement dated as of October 22, 2004, among Atmos
         Energy Corporation (the "Borrower"), the Lenders named therein and Bank
         One, NA, as Administrative Agent for the Lenders (as the same may be
         amended, modified, extended or restated from time to time, the "Credit
         Agreement")

DATE:    ____________, 200__

--------------------------------------------------------------------------------

1.       This Notice of Borrowing is made pursuant to the terms of the Credit
         Agreement. All capitalized terms used herein unless otherwise defined
         shall have the meanings set forth in the Credit Agreement.

2.       Please be advised that the Borrower is requesting Loans in the amount
         of $_________ to be funded on __________, 200__ at the interest rate
         option set forth in paragraph 3 below.

         Subsequent to the funding of the requested Loans, the sum of the amount
         of Loans outstanding will be $__________, which is less than or equal
         to the Aggregate Commitment.

3.       The interest rate option applicable to the requested Loans shall be:

         a. ________ the Base Rate

         b. ________ the Adjusted Eurodollar Rate for an Interest Period of:

                     ________ one month
                     ________ two months
                     ________ three months
                     ________ six months

4.       As of the date on which funds are to be advanced, all representations
         and warranties contained in the Credit Agreement and in the other
         Credit Documents will be true and correct in all material respects.

                                  Exhibit 2.2-1

<PAGE>

5.       As of the date on which funds are to be advanced, no Default or Event
         of Default will exist or be continuing or will be caused by the making
         of Loans pursuant to this Notice of Borrowing.

                                        ATMOS ENERGY CORPORATION,
                                        a Texas and Virginia corporation

                                        By:
                                           ------------------------------
                                        Name:
                                             ----------------------------
                                        Title:
                                              ---------------------------



                         Exhibit 2.2-2

<PAGE>



                                                                     Exhibit 2.4

                    FORM OF NOTICE OF CONTINUATION/CONVERSION

TO:      BANK ONE, NA, as Administrative Agent
         1 Bank One Plaza
         Chicago, Illinois 60670

RE: Revolving Credit Agreement dated as of October 22, 2004 among Atmos Energy
Corporation (the "Borrower"), the Lenders named therein and Bank One, NA, as
Administrative Agent for the Lenders (as the same may be amended, modified,
extended or restated from time to time, the "Credit Agreement")

DATE:    _____________, 200___

--------------------------------------------------------------------------------

1. This Notice of Continuation/Conversion is made pursuant to the terms of the
Credit Agreement. All capitalized terms used herein unless otherwise defined
shall have the meanings set forth in the Credit Agreement.

2. Please be advised that the Borrower is requesting that a portion of the
current outstanding Loans in the amount of $_________ currently accruing
interest at _____ be continued or converted as of ___________, 200__ at the
interest rate option set forth in paragraph 3 below.

3. The interest rate option applicable to the continuation or conversion of all
or part of the existing Loans (as set forth above) shall be:

         a. _______ the Base Rate

         b. _______ the adjusted Eurodollar Rate for an Interest Period of:

                    _______ one month
                    _______ two months
                    _______ three months
                    _______ six months

                                        ATMOS ENERGY CORPORATION,
                                        a Texas and Virginia corporation


                                        By:
                                           ------------------------------
                                        Name:
                                             ----------------------------
                                        Title:
                                              ---------------------------


                                  Exhibit 2.4-1

<PAGE>



                                                                     Exhibit 2.7

                                  FORM OF NOTE


                                                             ___________, 200___


         FOR VALUE RECEIVED, ATMOS ENERGY CORPORATION, a Texas and Virginia
corporation (the "Borrower"), hereby promises to pay to the order of
______________ (the "Lender"), at the office of Bank One, NA (the
"Administrative Agent") as set forth in that certain Revolving Credit Agreement
dated as of October 22, 2004 among the Borrower, the Lenders named therein
(including the Lender) and the Administrative Agent (as the same may be amended,
modified, extended or restated from time to time, the "Credit Agreement") (or at
such other place or places as the holder of this Note may designate), the
aggregate amount of all Loans made by the Lender under the Credit Agreement (and
not otherwise repaid), in lawful money and in immediately available funds, on
the dates and in the principal amounts provided in the Credit Agreement, and to
pay interest on the unpaid principal amount of each Loan made by the Lender, at
such office, in like money and funds, for the period commencing on the date of
each Loan until each Loan shall be paid in full, at the rates per annum and on
the dates provided in the Credit Agreement.

         This Note is one of the Notes referred to in the Credit Agreement and
evidences Loans made by the Lender thereunder. The Lender shall be entitled to
the benefits of the Credit Agreement. Capitalized terms used in this Note have
the respective meanings assigned to them in the Credit Agreement and the terms
and conditions of the Credit Agreement are expressly incorporated herein and
made a part hereof.

         The Credit Agreement provides for the acceleration of the maturity of
the Loans evidenced by this Note upon the occurrence of certain events (and for
payment of collection costs in connection therewith) and for prepayments of
Loans upon the terms and conditions specified therein. In the event this Note is
not paid when due at any stated or accelerated maturity, the Borrower agrees to
pay, in addition to the principal and interest, all costs of collection,
including reasonable attorney fees.

         Except as permitted by Section 11.3(b) of the Credit Agreement, this
Note may not be assigned by the Lender to any other Person.

         THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE
LAWS OF THE STATE OF NEW YORK.


                                Exhibit 2.7(b)-1

<PAGE>


         IN WITNESS WHEREOF, the Borrower has caused this Note to be executed as
of the date first above written.

                                        ATMOS ENERGY CORPORATION,
                                        a Texas and Virginia corporation

                                        By:
                                           ------------------------------
                                        Name:
                                             ----------------------------
                                        Title:
                                              ---------------------------



                                Exhibit 2.7(b)-2

<PAGE>


                                                                  Exhibit 7.1(c)

                          FORM OF OFFICER'S CERTIFICATE

TO:               BANK ONE, NA, as Administrative Agent
                  1 Bank One Plaza
                  Chicago, Illinois 60670

RE:               Revolving Credit Agreement dated as of October 22, 2004 among
                  Atmos Energy Corporation (the "Borrower"), the Lenders named
                  therein and Bank One, NA, as Administrative Agent for the
                  Lenders (as the same may be amended, modified, extended or
                  restated from time to time, the "Credit Agreement")

DATE:             ________________, 200_

--------------------------------------------------------------------------------

         Pursuant to the terms of the Credit Agreement, I, ___________________,
____________ of the Borrower, hereby certify on behalf of the Borrower that, as
of the quarter/year ending ____________, 200_, the statements below are accurate
and complete in all material respects (all capitalized terms used herein unless
defined shall have the meanings set forth in the Credit Agreement):

                  a. Attached hereto as Schedule I are calculations
         demonstrating compliance by the Borrower with the financial covenant
         set forth in Section 7.2 of the Credit Agreement, as of the end of the
         fiscal period cited above.

                  b. No Default or Event of Default exists under the Credit
         Agreement, except as indicated on a separate page attached hereto,
         together with an explanation of the action taken or proposed to be
         taken by the Borrower with respect thereto.

                  c. The quarterly/annual financial statements for the fiscal
         period cited above which accompany this certificate are true and
         correct and have been prepared in accordance with GAAP (in the case of
         any quarterly financial statements, subject to changes resulting from
         audit and normal year-end audit adjustments).

                                        ATMOS ENERGY CORPORATION

                                        By:
                                           ------------------------------
                                        Name:
                                             ----------------------------
                                        Title:
                                              ---------------------------


                                Exhibit 7.1(c)-1

<PAGE>


                       SCHEDULE I TO OFFICER'S CERTIFICATE


            COMPLIANCE WITH SECTION 7.2: DEBT TO CAPITALIZATION RATIO


1.       Consolidated Funded Debt                                $
                                                                  -------------

2        Consolidated Capitalization                             $
                                                                  -------------
3.       Debt to Capitalization Ratio:  (Line 1  /  Line 2)
                                                                  -------------


         Maximum Allowed: Line 3 shall be less than or equal to 0.70 to 1.0


                                Exhibit 7.1(c)-2

<PAGE>


                                                                 Exhibit 11.3(b)

                          FORM OF ASSIGNMENT AGREEMENT

         Reference is made to that certain Revolving Credit Agreement, dated as
of October 22, 2004, among Atmos Energy Corporation (the "Borrower"), the
Lenders party thereto and Bank One, NA, as Administrative Agent for the Lenders
(as the same may be amended, modified, extended or restated from time to time,
the "Credit Agreement"). Capitalized terms used herein shall have the meanings
ascribed thereto in the Credit Agreement.

         1. The Assignor hereby sells and assigns to the Assignee, without
recourse and without representation and warranty except as expressly set forth
herein, and the Assignee hereby purchases and assumes from the Assignor, without
recourse and without representation and warranty except as expressly set forth
herein, the interests set forth below (the "Assigned Interest") in the
Assignor's rights and obligations under the Credit Agreement, including, without
limitation, the interest set forth below in the Commitment Percentage of the
Assignor on the Effective Date (as defined below) and the Loans owing to the
Assignor in connection with the Assigned Interest which are outstanding on the
Effective Date. The purchase of the Assigned Interest shall be at par (unless
otherwise agreed to by the Assignor and the Assignee) and periodic payments made
with respect to the Assigned Interest which (a) accrued prior to the Effective
Date shall be remitted to the Assignor and (b) accrue from and after the
Effective Date shall be remitted to the Assignee.

         2. The Assignor (a) warrants to the Assignee that it is the legal and
beneficial owner of the Assigned Interest and that the Assigned Interest is free
and clear of any adverse claim created by the Assignor; (b) makes no
representation or warranty and assumes no responsibility with respect to any
statements, warranties or representations made in or in connection with the
Credit Documents or any other document or instrument furnished pursuant thereto
or the execution, legality, validity, enforceability, genuineness, sufficiency
or value of Credit Documents or any document or instrument furnished pursuant
thereto; (c) makes no representation or warranty and assumes no responsibility
with respect to the financial condition of the Borrower or the performance or
observance by the Borrower of any of its obligations under the Credit Documents
or any document or instrument furnished pursuant thereto and (d) if the Assignor
is hereby assigning all of its Commitment, the Assignor attaches the Notes held
by the Assignor and requests that the Administrative Agent exchange such Notes
for new Notes in favor of the Assignee.

         3. The Assignee (a) confirms that it is legally authorized to enter
into this Assignment Agreement; (b) confirms that it has received a copy of the
Credit Agreement, the other Credit Documents and such other documents and
information as it has deemed appropriate to make its own credit analysis and
decision to enter to this Assignment Agreement; (c) agrees that it will,
independently and without reliance upon the Administrative Agent, the Assignor
or any other Lender, and based on such documents and information as it shall
deem appropriate at the time, continue to make its own credit decisions in
taking or not taking action under the Credit Agreement and the other Credit
Documents; (d) confirms that it is an Eligible Assignee; (e) appoints and
authorizes the Administrative Agent to take such action on its behalf and to
exercise such powers under the Credit Documents as are delegated to the
Administrative Agent


                                Exhibit 11.3(b)-1
<PAGE>


by the terms thereof, together with such powers as are reasonably incidental
thereto; (f) agrees that it will perform in accordance with their terms all of
the obligations which by the terms of the Credit Agreement and the other Credit
Documents are required to be performed by it as a Lender; and (g) attaches any
U.S. Internal Revenue Service or other forms required under Section 4.4.

         4. Following the execution of this Assignment Agreement, it will be
delivered to the Administrative Agent, together with the transfer fee required
pursuant to Section 11.3(b) of the Credit Agreement, if any, for acceptance and
recording by the Administrative Agent. The effective date for this Assignment
Agreement (the "Effective Date") shall be the date of acceptance hereof by the
Administrative Agent and the Borrower, as applicable, unless otherwise specified
herein.

         5. Upon the consent of the Borrower and the Administrative Agent, as
applicable, as of the Effective Date, (a) the Assignment shall be a party to the
Credit Agreement and the other Credit Documents and, to the extent provided in
this Assignment Agreement, have the rights and obligations of a Lender
thereunder and (b) the Assignor shall, to the extent provided in this Assignment
Agreement, relinquish its rights and be released from its obligations under the
Credit Agreement and the other Credit Documents.

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

         7. This Assignment 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.

         8. Terms of Assignment

            (a)  Date of Assignment:                          ________________

            (b)  Legal Name of Assignor:                      ________________

            (c)  Legal Name of Assignee:                      ________________

            (d)  Effective Date of Assignment:                ________________

            (e)  Commitment Percentage Assigned:              ________________%

            (f)  Commitment Percentage of
                 Assignor after Assignment                    ________________%

            (g)  Total Loans outstanding as of
                 Effective Date                               $________________


                                Exhibit 11.3(b)-2


<PAGE>

            (h)  Principal Amount of Loans
                 assigned on Effective Date (the
                 amount set forth in (g) multiplied
                 by the percentage set forth in (e))          $________________

            (i)  Aggregate Commitment                         $________________

            (j)  Principal Amount of Aggregate
                 Commitment Assigned on the
                 Effective Date (the amount set
                 forth in (i) multiplied by the
                 percentage set forth in (e))                 $________________



                                Exhibit 11.3(b)-3

<PAGE>


The terms set forth above are hereby agreed
to as of the date first above written:


                               as Assignor
-----------------------------,


By:
   --------------------------------------
Name:
     ------------------------------------
Title:
      -----------------------------------

                              as Assignee
-----------------------------,

By:
   --------------------------------------
Name:
     ------------------------------------
Title:
      -----------------------------------


                                       CONSENTED TO (if applicable):

                                       ATMOS ENERGY CORPORATION

                                       By:
                                          --------------------------------------
                                       Name:
                                            ------------------------------------
                                       Title:
                                             -----------------------------------

                                       BANK ONE, NA,
                                       as Administrative Agent

                                       By:
                                          --------------------------------------
                                       Name:
                                            ------------------------------------
                                       Title:
                                             -----------------------------------


                                Exhibit 11.3(b)-4