Unassociated Document


    Exhibit
10(a)

     

    CONFORMED
COPY

    ______________________________________________________________________________

     

    


     

    U.S.
$1,500,000,000

     

    


    SECOND
AMENDED AND RESTATED

    CREDIT
AGREEMENT

     

    Dated as
of March 31, 2008

     

    Among

     

    AMERICAN
ELECTRIC POWER COMPANY, INC.

    as the
Borrower

     

    THE
LENDERS NAMED HEREIN

    as
Initial Lenders

     

    and

     

    JPMORGAN
CHASE BANK, N.A.

    as
Administrative Agent

    
      


    

    


    J.P.
MORGAN SECURITIES INC.

    Co-Lead
Arranger

    


    CITIGROUP
GLOBAL MARKETS INC.

    Co-Lead
Arranger

    


    CITICORP
USA, INC.

    Syndication
Agent

     

    
      	
              THE
      ROYAL BANK OF SCOTLAND PLC

            	
              CALYON

              NEW
      YORK BRANCH

            	
              WACHOVIA
      BANK, N.A.

            
	
              Co-Documentation
      Agent

            	
              Co-Documentation
      Agent

            	
              Co-Documentation
      Agent

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    TABLE
OF CONTENTS

    Page

    
      
        	
                ARTICLE
      I DEFINITIONS AND ACCOUNTING TERMS

              	 
      	
                1

              
	
                Section
      1.01.

              	
                Certain
      Defined Terms

              	
                1

              
	
                Section
      1.02.

              	
                Computation
      of Time Periods

              	
                15

              
	
                Section
      1.03.

              	
                Accounting
      Terms

              	
                15

              
	
                Section
      1.04.

              	
                Other
      Interpretive Provisions

              	
                15

              
	
                ARTICLE
      II AMOUNTS AND TERMS OF THE ADVANCES

              	 
      	
                16

              
	
                Section
      2.01.

              	
                The
      Advances

              	
                16

              
	
                Section
      2.02.

              	
                Making
      the Advances

              	
                16

              
	
                Section
      2.03.

              	
                Letters
      of Credit

              	
                17

              
	
                Section
      2.04.

              	
                Fees

              	
                21

              
	
                Section
      2.05.

              	
                Extension
      of the Termination Date

              	
                21

              
	
                Section
      2.06.

              	
                Increase
      of the Commitments

              	
                22

              
	
                Section
      2.07.

              	
                Termination
      or Reduction of the Commitments

              	
                23

              
	
                Section
      2.08.

              	
                Repayment
      of Advances

              	
                23

              
	
                Section
      2.09.

              	
                Evidence
      of Indebtedness

              	
                23

              
	
                Section
      2.10.

              	
                Interest
      on Advances

              	
                24

              
	
                Section
      2.11.

              	
                Interest
      Rate Determination

              	
                25

              
	
                Section
      2.12.

              	
                Optional
      Conversion of Advances

              	
                26

              
	
                Section
      2.13.

              	
                Optional
      Prepayments of Advances

              	
                26

              
	
                Section
      2.14.

              	
                Increased
      Costs

              	
                26

              
	
                Section
      2.15.

              	
                Illegality

              	
                27

              
	
                Section
      2.16.

              	
                Payments
      and Computations

              	
                28

              
	
                Section
      2.17.

              	
                Taxes

              	
                29

              
	
                Section
      2.18.

              	
                Sharing
      of Payments, Etc.

              	
                31

              
	
                ARTICLE
      III CONDITIONS PRECEDENT

              	 
      	
                31

              
	
                Section
      3.01.

              	
                Conditions
      Precedent to Effectiveness of this Agreement and Initial Extensions of
      Credit

              	
                31

              
	
                Section
      3.02.

              	
                Conditions
      Precedent to each Extension of Credit

              	
                32

              
	
                ARTICLE
      IV REPRESENTATIONS AND WARRANTIES

              	 
      	
                33

              
	
                Section
      4.01.

              	
                Representations
      and Warranties of the Borrower

              	
                33

              
	
                ARTICLE
      V COVENANTS OF THE BORROWER

              	 
      	
                35

              
	
                Section
      5.01.

              	
                Affirmative
      Covenants

              	
                35

              
	
                Section
      5.02.

              	
                Negative
      Covenants

              	
                38

              
	
                Section
      5.03.

              	
                Financial
      Covenant

              	
                40

              
	
                ARTICLE
      VI EVENTS OF DEFAULT

              	 
      	
                40

              
	
                Section
      6.01.

              	
                Events
      of Default

              	
                40

              
	
                ARTICLE
      VII THE ADMINISTRATIVE AGENT

              	 
      	
                42

              
	
                Section
      7.01.

              	
                Authorization
      and Action

              	
                42

              
	
                Section
      7.02.

              	
                Agent's
      Reliance, Etc.

              	
                42

              
	
                Section
      7.03.

              	
                Barclays
      and its Affiliates

              	
                43

              
	
                Section
      7.04.

              	
                Lender
      Credit Decision

              	
                43

              
	
                Section
      7.05.

              	
                Indemnification

              	
                43

              
	
                Section
      7.06.

              	
                Successor
      Agent

              	
                44

              
	
                ARTICLE
      VIII MISCELLANEOUS

              	 
      	
                45

              
	
                Section
      8.01.

              	
                Amendments,
      Etc.

              	
                45

              
	
                Section
      8.02.

              	
                Notices,
      Etc.

              	
                45

              
	
                Section
      8.03.

              	
                No
      Waiver; Remedies

              	
                47

              
	
                Section
      8.04.

              	
                Costs
      and Expenses

              	
                47

              
	
                Section
      8.05.

              	
                Right
      of Set-off

              	
                49

              
	
                Section
      8.06.

              	
                Binding
      Effect

              	
                49

              
	
                Section
      8.07.

              	
                Assignments
      and Participations

              	
                49

              
	
                Section
      8.08.

              	
                Confidentiality

              	
                53

              
	
                Section
      8.09.

              	
                Governing
      Law

              	
                54

              
	
                Section
      8.10.

              	
                Severability

              	
                54

              
	
                Section
      8.11.

              	
                Execution
      in Counterparts

              	
                54

              
	
                Section
      8.12.

              	
                Jurisdiction,
      Etc.

              	
                54

              
	
                Section
      8.13.

              	
                Waiver
      of Jury Trial

              	
                54

              
	
                Section
      8.14.

              	
                USA
      Patriot Act

              	
                55

              
	
                Section
      8.15.

              	
                No
      Fiduciary Duty

              	
                55

              


      

    

    


    EXHIBITS
AND SCHEDULES

    


    EXHIBIT
A                                ---------------                               Form
of Notice of Borrowing

    EXHIBIT
B                                ---------------                               Form
of Request for Issuance

    EXHIBIT
C                                ---------------                               Form
of Assignment and Acceptance

    EXHIBIT
D                                ---------------                               Form
of Opinion of Counsel for the Borrower

    EXHIBIT
E                                ---------------
                              
Form of Opinion of Counsel for the Administrative Agent

    


    SCHEDULE
I                            ---------------                               Schedule
of Lenders

    SCHEDULE
4.01(m)                 ---------------                               
Schedule of Significant Subsidiaries


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    SECOND
AMENDED AND RESTATED CREDIT AGREEMENT

     

    


     

    SECOND
AMENDED AND RESTATED CREDIT AGREEMENT, dated as of March 31, 2008 (this “Agreement”),
among AMERICAN ELECTRIC POWER COMPANY, INC., a New York corporation
(the “Borrower”),
the banks, financial institutions and other institutional lenders listed on the
signatures pages hereof (the “Initial
Lenders”) and JPMORGAN CHASE BANK, N.A. (“JPMorgan
Chase”), as administrative agent (in such capacity, the “Administrative
Agent”) for the Lenders (as hereinafter defined).

     

    PRELIMINARY
STATEMENT:

     

    The
Borrower has requested that the Lenders agree to amend and restate the Amended
and Restated Credit Agreement, dated as of April 6, 2006, as amended by
Amendment No. 1, dated as of March 20, 2007 (as amended, the “Prior Credit
Agreement”), among the Borrower, JPMorgan Chase Bank, N.A., as
administrative agent, and the banks, financial institutions and other
institutional lenders party thereto on the terms and conditions set forth
herein.  The Required Lenders have indicated their willingness to
amend and restate the Prior Credit Agreement on the terms and conditions of this
Agreement.

     

    NOW,
THEREFORE, in consideration of the premises and of the mutual covenants and
agreements contained herein, the parties hereto hereby agree that the Prior
Credit Agreement is amended and restated as set forth herein:

     

     

    ARTICLE
I

     

     

    DEFINITIONS
AND ACCOUNTING TERMS

     

    SECTION
1.01. Certain
Defined Terms.

     

    As used
in this Agreement, the following terms shall have the following meanings (such
meanings to be equally applicable to both the singular and plural forms of the
terms defined):

     

     “Administrative
Agent” has the meaning specified in the recital of parties to this
Agreement.

     

    “Advance”
means an advance by a Lender to a Borrower as part of a Borrowing and refers to
a Base Rate Advance or a Eurodollar Rate Advance.

     

    “Affiliate”
means, as to any Person, any other Person that, directly or indirectly,
controls, is controlled by or is under common control with such Person or is a
director or officer of such Person.  For purposes of this definition,
the term “control” (including the terms “controlling”, “controlled by” and
“under common control with”) of a Person means the possession, direct or
indirect, of the power to direct or cause the direction of the management and
policies of such Person, whether through the ownership of Voting Stock, by
contract or otherwise.

     

    “Agent’s
Account” means the account of the Administrative Agent maintained by the
Administrative Agent at JPMorgan Chase with its office at 1111 Fannin Street,
Houston, Texas, Account No. 9008113381H0618,
Reference: American Electric Power, or such other account of the Administrative
Agent as the Administrative Agent may from time to time designate in a written
notice to the Lenders and the Borrower.

     

    “Applicable
Law” means (i) all applicable common law and principles of equity and
(ii) all applicable provisions of all (A) constitutions, statutes, rules,
regulations and orders of governmental bodies, (B) Governmental Approvals and
(C) orders, decisions, judgments and decrees of all courts (whether at law or in
equity or admiralty) and arbitrators.

     

    “Applicable
Lending Office” means, with respect to each Lender, such Lender’s
Domestic Lending Office in the case of a Base Rate Advance and such Lender’s
Eurodollar Lending Office in the case of a Eurodollar Rate Advance.

     

    “Applicable
Margin” shall mean, with respect to any Base Rate Advance and any
Eurodollar Rate Advance, at all times during which any Applicable Rating Level
set forth below is in effect, the rate per annum (except as provided below) for
such Advance set forth below next to such Applicable Rating Level:

     

    
      	
              Applicable

              Rating
      Level

            	
              Applicable
      Margin

              for
      Eurodollar Rate

              Advances

            	
              Applicable
      Margin

              for
      Base Rate

              Advances

            
	
              1

            	
              0.200%

            	
              0.000%

            
	
              2

            	
              0.250%

            	
              0.000%

            
	
              3

            	
              0.350%

            	
              0.000%

            
	
              4

            	
              0.450%

            	
              0.000%

            
	
              5

            	
              0.550%

            	
              0.000%

            
	
              6

            	
              0.750%

            	
              0.000%

            


    

    


    provided, that

     

    (i) the
Applicable Margins set forth above shall be increased, at any time the aggregate
principal amount of the Extensions of Credit outstanding is greater than 50% of
the aggregate Commitments by the Utilization Fee Rate; and

     

    (ii) the
Applicable Margins set forth above shall be increased, for each Applicable
Rating Level, upon the occurrence and during the continuance of any Event of
Default by 2.00% per annum.

     

    Any
change in the Applicable Margin resulting from a change in the Applicable Rating
Level shall become effective upon the date of announcement of any change in the
Moody’s Rating or the S&P Rating that results in such change in the
Applicable Rating Level.

     

    “Applicable Rating
Level” at any time shall be determined in accordance with the
then-applicable S&P Rating and the then-applicable Moody’s Rating as
follows:

     

    
      	
              S&P
      Rating/Moody’s Rating

            	
              Applicable
      Rating Level

            
	
              S&P
      Rating A or higher or Moody’s Rating A2 or higher

            	
              1

            
	
              S&P
      Rating A- or higher or Moody’s Rating A3 or higher

            	
              2

            
	
              S&P
      Rating BBB+ or Moody’s Rating Baa1

            	
              3

            
	
              S&P
      Rating BBB or Moody’s Rating Baa2

            	
              4

            
	
              S&P
      Rating BBB- or Moody’s Rating Baa3

            	
              5

            
	
              S&P
      Rating BB+ or below or Moody’s Rating Ba1 or below, or no S&P Rating
      or Moody’s Rating

            	
              6

            


    

    


    The
Applicable Rating Level for any day shall be determined based upon the higher of
the S&P Rating and the Moody’s Rating in effect on such day.  If
the S&P Rating and the Moody’s Rating are not the same (i.e., a “split rating”), the
higher of such ratings shall control, unless (i) the ratings differ by more than
one level, in which case the rating one level below the higher of the two
ratings shall control, or (ii) either rating is below BBB- or Baa3 (as
applicable), in which case the lower of the two ratings shall
control.

     

    “Assignment and
Acceptance” means an assignment and acceptance entered into by a Lender
and an Eligible Assignee, and accepted by the Administrative Agent, each LC
Issuing Bank and, if applicable, the Borrower, in substantially the form of
Exhibit C hereto.

     

    “Available
Commitment” means, for each Lender at any time on any day, the unused
portion of such Lender’s Commitment, computed after giving effect to all
Extensions of Credit made or to be made on such day, the application of proceeds
therefrom and all prepayments and repayments of Advances made on such
day.

     

    “Available
Commitments” means the aggregate of the Lenders’ Available Commitments
hereunder.

     

    “Bank Tax”
means any Tax imposed on the overall net income of any Lender or the
Administrative Agent, and franchise taxes imposed on any such Person in lieu of
net income taxes, by the jurisdiction under the laws of which such Person is
organized, or in the case of any Lender by the jurisdiction of such Lender’s
Applicable Lending Office, or, in either case, any political subdivision
thereof.

     

     “Base Rate”
means a fluctuating interest rate per annum in effect from time to time, which
rate per annum shall at all times be equal to the higher of:

     

    
      	
              (i)  

            	
              the
      rate of interest announced publicly by JPMorgan Chase in New York City,
      from time to time, as JPMorgan Chase’s prime rate;
  and

            


    

     

    
      	
              (ii)  

            	
              1/2
      of 1% per annum above the Federal Funds
Rate.

            


    

     

    “Base Rate
Advance” means an Advance that bears interest as provided in Section
2.10(a).

     

    “BofA
Litigation” means the litigation brought by the Borrower against Bank of
America, N.A., as further described on the Borrower’s Form 10-K, filed with the
SEC, for the fiscal year ended December 31, 2007.

     

    “Borrower”
has the meaning specified in the recital of parties to this
Agreement.

     

    “Borrowing”
means a borrowing by the Borrower consisting of simultaneous Advances of the
same Type, having the same Interest Period and ratably made or Converted on the
same day by each of the Lenders pursuant to Section 2.02 or 2.12, as the case
may be.  All Advances to the Borrower of the same Type, having the
same Interest Period and made or Converted on the same day shall be deemed a
single Borrowing hereunder until repaid or next Converted.

     

    “Borrowing
Date” means the date of any Borrowing.

     

    “Business
Day” means a day of the year on which banks are not required or
authorized by law to close in New York City and, if the applicable Business Day
relates to any Eurodollar Rate Advances, on which dealings are carried on in the
London interbank market.

     

    “Co-Lead
Arrangers” means Citigroup Global Markets Inc. and J.P. Morgan Securities
Inc.

     

    “Commitment”
means, for each Lender, the obligation of such Lender to make Advances to the
Borrower and to acquire participations in Letters of Credit hereunder in an
aggregate amount no greater than the amount set forth on Schedule I hereto or,
if such Lender has entered into any Assignment and Acceptance, set forth for
such Lender in the Register maintained by the Administrative Agent pursuant to
Section 8.07(d), in each such case as such amount may be reduced from time to
time pursuant to Section 2.07(a).

     

    “Commitment Fee
Rate” means, at any time, the rate per annum set forth below next to the
Applicable Rating Level in effect at such time:

     

    
      	
              Applicable

              Rating
      Level

            	
              Commitment

              Fee
      Rate

            
	
              1

            	
              0.050%

            
	
              2

            	
              0.060%

            
	
              3

            	
              0.070%

            
	
              4

            	
              0.090%

            
	
              5

            	
              0.125%

            
	
              6

            	
              0.150%

            


    

    


    A change
in the Commitment Fee Rate resulting from a change in the Applicable Rating
Level shall become effective upon the date of public announcement of a change in
the Moody’s Rating or the S&P Rating that results in a change in the
Applicable Rating Level.

     

    “Commitment
Percentage” means, as to any Lender as of any date of determination, the
percentage describing such Lender’s pro rata share of the Commitments set forth
in the Register from time to time.

     

    “Commitments”
means the aggregate of the Lenders’ Commitments hereunder.

     

    “Confidential
Information” means information that the Borrower furnishes to the
Administrative Agent, the Co-Lead Arrangers or any Lender in a writing
designated as confidential, but does not include any such information that is or
becomes generally available to the public or that is or becomes available to the
Administrative Agent, the Co-Lead Arrangers or such Lender from a source other
than the Borrower.

     

    “Consolidated
Capital” means the sum of (i) Consolidated Debt of the Borrower and (ii)
the consolidated equity of all classes of stock (whether common, preferred,
mandatorily convertible preferred or preference) of the Borrower, in each case
determined in accordance with GAAP, but including Equity-Preferred Securities
issued by the Borrower and its Consolidated Subsidiaries and excluding the
funded pension and other postretirement benefit plans, net of tax, components of
accumulated other comprehensive income (loss).

     

    “Consolidated
Debt” of the Borrower means the total principal amount of all Debt
described in clauses (i) through (v) of the definition of Debt and Guaranties of
such Debt of the Borrower and its Consolidated Subsidiaries, excluding, however,
(i) Debt of AEP Credit, Inc. that is non-recourse to the Borrower, (ii) Stranded
Cost Recovery Bonds, and (iii) Equity-Preferred Securities not to exceed 10% of
Consolidated Capital (calculated for purposes of this clause without reference
to any Equity-Preferred Securities); provided that Guaranties of Debt included
in the total principal amount of Consolidated Debt shall not be added to such
total principal amount.

     

    “Consolidated
Subsidiary” means, with respect to any Person at any time, any Subsidiary
or other Person the accounts of which would be consolidated with those of such
first Person in its consolidated financial statements in accordance with
GAAP.

     

    “Consolidated
Tangible Net Assets” means, on any date of determination and with respect
to any Person at any time, the total of all assets (including revaluations
thereof as a result of commercial appraisals, price level restatement or
otherwise) appearing on the consolidated balance sheet of such Person and its
Consolidated Subsidiaries most recently delivered to the Lenders pursuant to
Section 5.01(i) as of such date of determination, net of applicable reserves and
deductions, but excluding goodwill, trade names, trademarks, patents,
unamortized debt discount and all other like intangible assets (which term shall
not be construed to include such revaluations), less the aggregate of the
consolidated current liabilities of such Person and its Consolidated
Subsidiaries appearing on such balance sheet.

     

    “Convert”,
“Conversion”
and “Converted”
each refers to a conversion of Advances of one Type into Advances of the other
Type, or the selection of a new, or the renewal of the same, Interest Period for
Eurodollar Rate Advances, pursuant to Section 2.11 or 2.12.

     

    “Debt” of
any Person means, without duplication, (i) all indebtedness of such Person for
borrowed money, (ii) all obligations of such Person for the deferred purchase
price of property or services (other than trade payables not overdue by more
than 60 days incurred in the ordinary course of such Person’s business), (iii)
all obligations of such Person evidenced by notes, bonds, debentures or other
similar instruments, (iv) all obligations of such Person as lessee under leases
that have been, in accordance with GAAP, recorded as capital leases, including,
without limitation, the leases described in clause (iv) of Section 5.02(c), (v)
all obligations of such Person in respect of reimbursement agreements with
respect to acceptances, letters of credit (other than trade letters of credit)
or similar extensions of credit, (vi) all Guaranties, (vii) all reasonably
quantifiable obligations under indemnities or under support or capital
contribution agreements, and other reasonably quantifiable obligations
(contingent or otherwise) to purchase or otherwise to assure a creditor against
loss in respect of, or to assure an obligee against loss in respect of, all Debt
of others referred to in clauses (i) through (vi) above guaranteed directly or
indirectly in any manner by such Person, or in effect guaranteed directly or
indirectly by such Person through an agreement (A) to pay or purchase such Debt
or to advance or supply funds for the payment or purchase of such Debt, (B) to
purchase, sell or lease (as lessee or lessor) property, or to purchase or sell
services, primarily for the purpose of enabling the debtor to make payment of
such Debt or to assure the holder of such Debt against loss, (C) to supply funds
to or in any other manner invest in the debtor (including any agreement to pay
for property or services irrespective of whether such property is received or
such services are rendered) or (D) otherwise to assure a creditor against loss;
provided, however, that
the term “Debt” shall not include indebtedness or other obligations under the
Gavin Lease.

     

    “Default”
means any Event of Default or any event that would constitute an Event of
Default but for the requirement that notice be given or time elapse or
both.

     

    “Declining
Lender” has the meaning specified in Section 2.05(b).

     

    “Designated
Lender” has the meaning specified in Section 2.06(a).

     

    “Disclosure
Documents” means the Borrower’s Report on Form 10-K, as filed with the
SEC, for the fiscal year ended December 31, 2007.

     

    “Dollars”
and the symbol “$” mean lawful currency of the United States of
America.

     

    “Domestic Lending
Office” means, with respect to any Lender, the office of such Lender
specified as its “Domestic Lending Office” opposite its name on Schedule I
hereto or in the Assignment and Acceptance pursuant to which it became a Lender,
or such other office of such Lender as such Lender may from time to time specify
to the Borrower and the Administrative Agent.

     

    “Eligible
Assignee” means (i) a Lender; (ii) an Affiliate of a Lender; (iii) a
commercial bank organized under the laws of the United States, or any State
thereof, and having total assets in excess of $500,000,000; (iv) a savings and
loan association or savings bank organized under the laws of the United States,
or any State thereof, and having total assets in excess of $500,000,000; (v) a
commercial bank organized under the laws of any other country that is a member
of the OECD or has concluded special lending arrangements with the International
Monetary Fund associated with its General Arrangements to Borrow, or a political
subdivision of any such country, and having total assets in excess of
$500,000,000, so long as such bank is acting through a branch or agency located
in the United States; (vi) the central bank of any country that is a member of
the OECD; (vii) a finance company, insurance company or other financial
institution or fund (whether a corporation, partnership, trust or other entity)
that is engaged in making, purchasing or otherwise investing in commercial loans
in the ordinary course of its business and having total assets in excess of
$500,000,000; and (viii) any other Person approved by the Administrative Agent
and each LC Issuing Bank and, unless a Default has occurred and is continuing at
the time any assignment is effected in accordance with Section 8.07, the
Borrower, such approval not to be unreasonably withheld or delayed, provided, however, that
neither the Borrower nor any Affiliate shall qualify as an Eligible Assignee
under this definition.

     

    “Environmental
Action” means any action, suit, demand, demand letter, claim, notice of
non-compliance or violation, notice of liability or potential liability,
investigation, proceeding, consent order or consent agreement relating in any
way to any Environmental Law, Environmental Permit or Hazardous Materials or
arising from alleged injury or threat of injury to health, safety or the
environment, including, without limitation, (i) by any governmental or
regulatory authority for enforcement, cleanup, removal, response, remedial or
other actions or damages and (ii) by any governmental or regulatory authority or
any third party for damages, contribution, indemnification, cost recovery,
compensation or injunctive relief.

     

    “Environmental
Law” means any federal, state, local or foreign statute, law, ordinance,
rule, regulation, code, order, judgment, decree or judicial or agency
interpretation, policy or guidance relating to pollution or protection of the
environment, health, safety or natural resources, including, without limitation,
those relating to the use, handling, transportation, treatment, storage,
disposal, release or discharge of Hazardous Materials.

     

    “Environmental
Permit” means any permit, approval, identification number, license or
other authorization required under any Environmental Law.

     

    “Equity-Preferred
Securities” means (i) debt or preferred securities that are mandatorily
convertible or mandatorily exchangeable into common shares of the Borrower and
(ii) any other securities, however denominated, including but not limited
to hybrid capital and trust originated preferred securities, (A) issued by
the Borrower or any Consolidated Subsidiary, (B) that are not subject to
mandatory redemption or the underlying securities, if any, of which are not
subject to mandatory redemption, (C) that are perpetual or mature no less than
30 years from the date of issuance, (D) the indebtedness issued in connection
with which, including any guaranty, is subordinate in right of payment to the
unsecured and unsubordinated indebtedness of the issuer of such indebtedness or
guaranty, and (E) the terms of which permit the deferral of the payment of
interest or distributions thereon to a date occurring after the Termination
Date.

     

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

     

    “ERISA
Affiliate” means, with respect to any Person, each trade or business
(whether or not incorporated) that is considered to be a single employer with
such entity within the meaning of the Internal Revenue Code.

     

    “ERISA
Event” means (i) the termination of or withdrawal from any Plan by the
Borrower or any of its ERISA Affiliates, (ii) the failure by the Borrower or any
of its ERISA Affiliates to comply with ERISA or the related provisions of the
Internal Revenue Code with respect to any Plan or (iii) the failure by the
Borrower or any of its Subsidiaries to comply with Applicable Law with respect
to any Foreign Plan.

     

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

     

    “Eurodollar
Lending Office” means, with respect to any Lender, the office of such
Lender specified as its “Eurodollar Lending Office” opposite its name on
Schedule I hereto or in the Assignment and Acceptance pursuant to which it
became a Lender (or, if no such office is specified, its Domestic Lending
Office), or such other office of such Lender as such Lender may from time to
time specify to the Borrower and the Administrative Agent.

     

    “Eurodollar
Rate” means, for any Interest Period for each Eurodollar Rate Advance
comprising part of the same Borrowing, an interest rate per annum equal to the
rate of interest per annum (rounded upward to the nearest 1/32 of 1%) appearing
on Dow Jones Market Services Page 3750 (or any successor page) as the London
interbank offered rate for deposits in Dollars at approximately 11:00 A.M.
(London time) two Business Days before the first day of such Interest Period for
a period equal to such Interest Period.  If, for any reason, such rate
is not available, the term “Eurodollar Rate” shall mean an interest rate per
annum equal to the average rate per annum (rounded upward to the nearest 1/32 of
1%) at which deposits in Dollars are offered by the Reference Banks to prime
banks in the London interbank market at 11:00 A.M. (London time) two Business
Days before the first day of such Interest Period in an amount substantially
equal to the Reference Banks’ pro rata share of such Borrowing to be outstanding
during such Interest Period and for a period equal to such Interest
Period.

     

    “Eurodollar Rate
Advance” means an Advance that bears interest as provided in Section
2.10(b).

     

    “Eurodollar Rate
Reserve Percentage” of any Lender for any Interest Period for each
Eurodollar Rate Advance means the reserve percentage applicable to such Lender
during such Interest Period (or if more than one such percentage shall be so
applicable, the daily average of such percentages for those days in such
Interest Period during which any such percentage shall be so applicable) under
regulations issued from time to time by the Board of Governors of the Federal
Reserve System (or any successor) for determining the maximum reserve
requirement (including, without limitation, any emergency, supplemental or other
marginal reserve requirement) then applicable to such Lender with respect to
liabilities or assets consisting of or including Eurocurrency Liabilities (or
with respect to any other category of liabilities that includes deposits by
reference to which the interest rate on Eurodollar Rate Advances is determined)
having a term equal to such Interest Period.

     

    “Events of
Default” has the meaning specified in Section 6.01.

     

     “Extension
Effective Date” has the meaning specified in Section
2.05(c).

     

    “Extension of
Credit” means the making of a Borrowing, the issuance of a Letter of
Credit or the amendment of any Letter of Credit having the effect of extending
the stated termination date thereof or increasing the maximum amount available
to be drawn thereunder.  For purposes of this Agreement, a Conversion
shall not constitute an Extension of Credit.

     

    “Federal Funds
Rate” means, for any period, a fluctuating interest rate per annum equal
for each day during such period to the weighted average of the rates on
overnight Federal funds transactions with members of the Federal Reserve System
arranged by Federal funds brokers, as published for such day (or, if such day is
not a Business Day, for the next preceding Business Day) by the Federal Reserve
Bank of New York, or, if such rate is not so published for any day that is a
Business 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.

     

    “Foreign
Plan” has the meaning specified in Section 4.01(i).

     

    “GAAP” has
the meaning specified in Section 1.03.

     

    “Gavin
Lease” means that certain Lease Agreement, dated as of
January 25, 1995, as amended, between JMG Funding, Limited Partnership
and Ohio Power Company.

     

    “Governmental
Approval” means any authorization, consent, approval, license or
exemption of, registration or filing with, or report or notice to, any
governmental body.

     

    “Guaranty”
of any Person means any obligation, contingent or otherwise, of such Person (i)
to pay any Debt of any other Person or (ii) incurred in connection with the
issuance by a third person of a Guaranty of Debt of any other Person (whether
such obligation arises by agreement to reimburse or indemnify such third Person
or otherwise).

     

    “Hazardous
Materials” means (i) petroleum and petroleum products, byproducts or
breakdown products, radioactive materials, asbestos-containing materials,
polychlorinated biphenyls and radon gas and (ii) any other chemicals, materials
or substances designated, classified or regulated as hazardous or toxic or as a
pollutant or contaminant under any Environmental Law.

     

    “Initial
Lenders” has the meaning specified in the recital of parties to this
Agreement.

     

    “Interest
Period” means, for each Eurodollar Rate Advance comprising part of the
same Borrowing, the period commencing on the date of such Eurodollar Rate
Advance or the date of the Conversion of any Base Rate Advance into such
Eurodollar Rate Advance and ending on the last day of the period selected by the
Borrower pursuant to the provisions below and, thereafter, with respect to
Eurodollar Rate Advances, each subsequent period commencing on the last day of
the immediately preceding Interest Period and ending on the last day of the
period selected by the Borrower pursuant to the provisions below.  The
duration of each such Interest Period shall be one, two, three or six months
(or, for any Borrowing, any period specified by the Borrower that is shorter
than one month, if all Lenders agree), as the Borrower may, upon notice received
by the Administrative Agent not later than 11:00 A.M. on the third Business Day
prior to the first day of such Interest Period, select; provided, however,
that:

     

    
      	
               
      

            	
              (i)

            	
              the
      Borrower may not select any Interest Period that ends after the
      Termination Date;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              Interest
      Periods commencing on the same date for Eurodollar Rate Advances
      comprising part of the same Borrowing shall be of the same
      duration;

            


    

     

    
      	
               
      

            	
              (iii)

            	
              whenever
      the last day of any Interest Period would otherwise occur on a day other
      than a Business Day, the last day of such Interest Period shall be
      extended to occur on the next succeeding Business Day, provided, however,
      that, if such extension would cause the last day of such Interest Period
      to occur in the next following calendar month, the last day of such
      Interest Period shall occur on the next preceding Business Day;
      and

            


    

     

    
      	
               
      

            	
              (iv)

            	
              whenever
      the first day of any Interest Period occurs on a day of an initial
      calendar month for which there is no numerically corresponding day in the
      calendar month that succeeds such initial calendar month by the number of
      months equal to the number of months in such Interest Period, such
      Interest Period shall end on the last Business Day of such succeeding
      calendar month.

            


    

     

    “Internal Revenue
Code” means the Internal Revenue Code of 1986, as amended from time to
time, and the regulations promulgated and rulings issued
thereunder.

     

    “JPMorgan
Chase” has the meaning specified in the recital of parties to this
Agreement.

     

     “LC Issuing
Bank” means, as to any Letter of Credit, KeyBank National Association and
any Lender or Affiliate of a Lender that shall agree to issue a Letter of Credit
pursuant to Section 2.03.

     

    “LC
Outstandings” means, on any date of determination, the sum of (i) the
undrawn stated amounts of all Letters of Credit that are outstanding on such
date plus (ii) the aggregate principal amount of all unpaid reimbursement
obligations of the Borrower on such date with respect to payments made by any LC
Issuing Bank under any Letter of Credit (excluding reimbursement obligations
that have been repaid with the proceeds of any Borrowing).

     

    “Lenders”
means the Initial Lenders and each Person that shall become a party hereto
pursuant to Section 8.07.

     

    “Letter of
Credit” means any letters of credit issued by an LC Issuing Bank pursuant
to Section 2.03.

     

    “Lien”
means any lien, security interest or other charge or encumbrance of any kind, or
any other type of preferential arrangement, including, without limitation, the
lien or retained security title of a conditional vendor and any easement, right
of way or other encumbrance on title to real property.

     

    “Loan
Documents” shall mean, collectively, the Commitment Letter, dated as of
March 6, 2006, among the Borrower, the Agent and the Co-Lead Arrangers, the Fee
Letter, dated as of March 6, 2006, among the Borrower, JPMorgan Chase and J.P.
Morgan Securities Inc., the Fee Letter, dated as of March 6, 2006, between the
Borrower and Citigroup Global Markets Inc., the Commitment Letter, dated as of
March 5, 2008, among the Borrower, the Agent and the Co-Lead Arrangers, the Fee
Letter, dated as of March 5, 2008, among the Borrower, JPMorgan Chase and J.P.
Morgan Securities Inc., the Fee Letter, dated as of March 5, 2008, between the
Borrower and Citigroup Global Markets Inc., this Agreement and any promissory
note issued pursuant to Section 2.09(d).

     

     “Margin
Regulations” means Regulations T, U and X of the Board of Governors of
the Federal Reserve System, as in effect from time to time.

     

    “Margin
Stock” has the meaning specified in the Margin Regulations.

     

    “Material Adverse
Change” means any material adverse change (i) in the business, condition
(financial or otherwise) or operations of the Borrower and its Subsidiaries,
taken as a whole, or (ii) that is reasonably likely to affect the legality,
validity or enforceability of this Agreement against the Borrower or the ability
of the Borrower to perform its obligations under this Agreement.

     

    “Material Adverse
Effect” means a material adverse effect (i) on the business,
condition (financial or otherwise) or operations of the Borrower and its
Subsidiaries, taken as a whole, or (ii) that is reasonably likely to affect the
legality, validity or enforceability of this Agreement against the Borrower or
the ability of the Borrower to perform its obligations under this
Agreement.

     

    “Moody’s”
means Moody’s Investors Service, Inc.

     

    “Moody’s
Rating” shall mean, on any date of determination, the debt rating most
recently announced by Moody’s with respect to the long-term senior unsecured
debt issued by the Borrower.

     

    “Multiemployer
Plan” has the meaning specified in Section 4.01(i).

     

    “Notice of
Borrowing” has the meaning specified in Section 2.02(a).

     

    “OECD”
means the Organization for Economic Cooperation and Development.

     

    “Outstanding
Credits” means, on any date of determination, the sum of (i) the
aggregate principal amount of all Advances outstanding on such date plus (ii)
the LC Outstandings on such date.

     

    “PBGC”
means the Pension Benefit Guaranty Corporation (or any successor).

     

    “Permitted
Liens” means such of the following as to which no enforcement,
collection, execution, levy or foreclosure proceeding shall have been commenced:
(i) Liens for taxes, assessments and governmental charges or levies to the
extent not required to be paid under Section 5.01(g) hereof; (ii) Liens imposed
by law, such as materialmen’s, mechanics’, carriers’, workmen’s and repairmen’s
Liens, and other similar Liens arising in the ordinary course of business
securing obligations that are not overdue for a period of more than 30 days or
that are being contested in good faith by appropriate proceedings; (iii) Liens
incurred or deposits made to secure obligations under workers’ compensation laws
or similar legislation or to secure public or statutory obligations; (iv)
easements, rights of way and other encumbrances on title to real property that
do not render title to the property encumbered thereby unmarketable or
materially adversely affect the use of such property for its present purposes;
(v) any judgment Lien, unless an Event of Default under Section 6.01(g) shall
have occurred and be continuing; (vi) any Lien on any asset of any Person
existing at the time such Person is merged or consolidated with or into the
Borrower or any Significant Subsidiary and not created in contemplation
of  such event; (vii) deposits made in the ordinary course of business
to secure the performance of bids, trade contracts (other than for Debt),
operating leases and surety bonds; (viii) Liens upon or in any real property or
equipment acquired, constructed, improved or held by the Borrower or any
Subsidiary in the ordinary course of business to secure the purchase price of
such property or equipment or to secure Debt incurred solely for the purpose of
financing the acquisition, construction or improvement of such property or
equipment, or Liens existing on such property or equipment at the time of its
acquisition (other than any such Liens created in contemplation of such
acquisition that were not incurred to finance the acquisition of such property);
(ix) extensions, renewals or replacements of any Lien described in clause (iii),
(vi), (vii) or (ix) for the same or a lesser amount, provided, however, that no
such Lien shall extend to or cover any properties not theretofore subject to the
Lien being extended, renewed or replaced; and (x) any other Lien not covered by
the foregoing exceptions as long as immediately after the creation of such Lien
the aggregate principal amount of Debt secured by all Liens created or assumed
under this clause (x) does not exceed 10% of Consolidated Tangible Net Assets of
the Borrower.

     

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

     

    “Plan” has
the meaning specified in Section 4.01(i).

     

    “Prior Credit
Agreement” has the meaning specified in the Preliminary Statement to this
Agreement.

     

     “RTO
Transaction” means the transfer of transmission facilities to a regional
transmission organization or equivalent organization as ordered by the Federal
Energy Regulatory Commission.

     

    “Reference
Banks” means JPMorgan Chase, Citicorp USA, Inc. and any substitute Lender
as may be selected from time to time to act as a Reference Bank hereunder by the
Administrative Agent and the Borrower.

     

    “Register”
has the meaning specified in Section 8.07(d).

     

    “Regulatory
Change” means the adoption, issuance, promulgation, implementation or
enactment after the date hereof of any Applicable Law, interpretation,
directive, request or guideline (whether or not having the force of law), or any
change therein or in the administration or enforcement thereof, including any
such action that imposes, increases or modifies any Tax, reserve requirement,
insurance charge, special deposit requirement, assessment or capital adequacy
requirement.

     

    “Request for
Issuance” means a request made pursuant to Section 2.03 in the form of
Exhibit B.

     

    “Required
Lenders” means at any time Lenders owed at least 51% of the then
aggregate unpaid principal amount of the Advances owing to Lenders, or, if no
such principal amount is then outstanding, Lenders having at least 51% in
interest of the Commitments.

     

    “Restructuring
Law” means Texas Senate Bill 7, as enacted by the Legislature of the
State of Texas and signed into law on June 18, 1999, Ohio Senate Bill No. 3, as
enacted by the General Assembly of the State of Ohio and signed into law on July
6, 1999, or any similar law applicable to the Borrower or any Subsidiary of the
Borrower governing the deregulation or restructuring of the electric power
industry.

     

    “SEC” means
the United States Securities and Exchange Commission.

     

    “S&P”
means Standard & Poor’s Ratings Group, a division of The McGraw-Hill
Companies, Inc.

     

    “S&P
Rating” shall mean, on any date of determination, the rating most
recently announced by S&P with respect to the long-term senior unsecured
debt issued by the Borrower.

     

    “Significant
Subsidiary” means, at any time, any Subsidiary of the Borrower that
constitutes at such time a “significant subsidiary” of the Borrower, as such
term is defined in Regulation S-X of the SEC as in effect on the date hereof (17
C.F.R. Part 210); provided,
however, that “total assets” as used in Regulation S-X shall not include
securitization transition assets on the balance sheet of any Subsidiary
resulting from the issuance of transition bonds or other asset backed securities
of a similar nature.

     

    “Stranded Cost
Recovery Bonds” means securities, however denominated, that are issued by
the Borrower or any Consolidated Subsidiary of the Borrower that are (i)
non-recourse to the Borrower and its Significant Subsidiaries (other than for
failure to collect and pay over the charges referred to in clause (ii) below)
and (ii) payable solely from transition or similar charges authorized by law
(including, without limitation, any “financing order”, as such term is defined
in the Texas Utilities Code) to be invoiced to customers of any Subsidiary of
the Borrower or to retail electric providers.

     

    “Subsidiary”
of any Person means any corporation, partnership, joint venture, limited
liability company, trust or estate of which (or in which) more than 50% of (i)
the issued and outstanding capital stock having ordinary voting power to elect a
majority of the board of directors of such corporation (irrespective of whether
at the time capital stock of any other class or classes of such corporation
shall or might have voting power upon the occurrence of any contingency), (ii)
the interest in the capital or profits of such limited liability company,
partnership or joint venture or (iii) the beneficial interest in such trust or
estate is at the time directly or indirectly owned or controlled by such Person,
by such Person and one or more of its other Subsidiaries or by one or more of
such Person’s other Subsidiaries.

     

    “Tax” means
any levy, impost, deduction, charge or withholding, and all liabilities with
respect thereto, imposed by any governmental authority upon a Person or upon its
assets, revenues, income, capital or profits.

     

    “Termination
Date” means the earlier to occur of (i) March 30, 2011 or such later date
that may be established for any Lender from time to time pursuant to Section
2.05 hereof, and (ii) the date of termination in whole of the Commitments
available to the Borrower pursuant to Section 2.07 or 6.01.

     

    “Type”
refers to the distinction between Advances bearing interest at the Base Rate and
Advances bearing interest at the Eurodollar Rate.

     

    “Utilization Fee
Rate” means, at any time, the rate per annum set forth below next to the
Applicable Rating Level in effect at such time:

     

    
      	
              Applicable

              Rating
      Level

            	
              Utilization

              Fee
      Rate

            
	
              1

            	
              0.05%

            
	
              2

            	
              0.05%

            
	
              3

            	
              0.05%

            
	
              4

            	
              0.05%

            
	
              5

            	
              0.05%

            
	
              6

            	
              0.05%

            


    

    


    A change
in the Utilization Fee Rate resulting from a change in the Applicable Rating
Level shall become effective upon the date of public announcement of a change in
the Moody’s Rating or the S&P Rating that results in a change in the
Applicable Rating Level.

     

    “Voting
Stock” means capital stock issued by a corporation, or equivalent
interests in any other Person, the holders of which are ordinarily, in the
absence of contingencies, entitled to vote for the election of directors (or
Persons performing similar functions) of such Person, even if the right so to
vote has been suspended by the happening of such a contingency.

     

    SECTION
1.02. Computation
of Time Periods.

     

    In this
Agreement in the computation of periods of time from a specified date to a later
specified date, the word “from” means “from and including” and the words “to”
and “until” each mean “to but excluding”.

     

    SECTION
1.03. Accounting
Terms.

     

    All
accounting terms not specifically defined herein shall be construed in
accordance with generally accepted accounting principles consistent with those
applied in the preparation of the financial statements referred to in Section
4.01(f) (“GAAP”).

     

    SECTION
1.04. Other
Interpretive Provisions.

     

    As used
herein, except as otherwise specified herein, (i) references to any Person
include its successors and assigns and, in the case of any governmental
authority, any Person succeeding to its functions and capacities; (ii)
references to any Applicable Law include amendments, supplements and successors
thereto; (iii) references to specific sections, articles, annexes, schedules and
exhibits are to this Agreement; (iv) words importing any gender include the
other gender; (v) the singular includes the plural and the plural includes the
singular; (vi) the words “including”, “include” and “includes” shall be deemed
to be followed by the words “without limitation”; (vii) captions and headings
are for ease of reference only and shall not affect the construction hereof; and
(viii) references to any time of day shall be to New York City time unless
otherwise specified.

     

     

    ARTICLE
II

     

     

    AMOUNTS
AND TERMS OF THE ADVANCES

     

    SECTION
2.01. The
Advances.

     

    (a) Each
Lender severally agrees, on the terms and conditions hereinafter set forth, to
make Advances to the Borrower from time to time on any Business Day during the
period from the date hereof until the Termination Date in an aggregate
outstanding amount not to exceed at any time such Lender’s Available Commitment
at such time.  Each Borrowing shall be in an amount not less than
$10,000,000 or an integral multiple of $1,000,000 in excess thereof and shall
consist of Advances of the same Type made on the same day by the Lenders ratably
according to their respective Commitment Percentages.  Within the
limits of each Lender’s Commitment and as hereinabove and hereinafter provided,
the Borrower may request Borrowings hereunder, and repay or prepay Advances
pursuant to Section 2.13 and utilize the resulting increase in the Available
Commitments for further Borrowings in accordance with the terms
hereof.

     

    (b) In no
event shall the Borrower be entitled to request or receive any Borrowing that
would cause the aggregate Outstanding Credits to exceed the
Commitments.

     

    SECTION
2.02. Making
the Advances.

     

    (a) Each
Borrowing shall be made on notice, given not later than 11:00 A.M. on the third
Business Day prior to the date of the proposed Borrowing in the case of a
Borrowing consisting of Eurodollar Rate Advances, or not later than 9:30 A.M. on
the date of the proposed Borrowing in the case of a Borrowing consisting of Base
Rate Advances, by the Borrower to the Administrative Agent, which shall give to
each Lender prompt notice thereof by telecopier or telex.  Each such
notice of a Borrowing (a “Notice of
Borrowing”) shall be by telephone, confirmed immediately in writing, or
telecopier or telex in substantially the form of Exhibit A hereto, specifying
therein the requested (i) Borrowing Date for such Borrowing, (ii) Type of
Advances comprising such Borrowing, (iii) aggregate amount of such Borrowing,
and (iv) in the case of a Borrowing consisting of Eurodollar Rate Advances, the
initial Interest Period for each such Advance.  Each Lender shall,
before 12:00 noon on the applicable Borrowing Date, make available for the
account of its Applicable Lending Office to the Administrative Agent at the
Agent’s Account, in same day funds, such Lender’s ratable portion of the
Borrowing to be made on such Borrowing Date.  After the Administrative
Agent’s receipt of such funds and upon fulfillment of the applicable conditions
set forth in Article III, the Administrative Agent will promptly make such funds
available to the Borrower in such manner as the Borrower shall have specified in
the applicable Notice of Borrowing and as shall be reasonably acceptable to the
Administrative Agent.

     

    (b) Anything
in subsection (a) above to the contrary notwithstanding, (i) the Borrower may
not select Eurodollar Rate Advances for any Borrowing if the aggregate amount of
such Borrowing is less than $10,000,000 or if the obligation of the Lenders to
make Eurodollar Rate Advances shall then be suspended pursuant to Section
2.11(c), 2.11(f) or 2.15, and (ii) there shall be not more than 20 Borrowings at
any one time outstanding.

     

    (c) Each
Notice of Borrowing shall be irrevocable and binding on the
Borrower.  In the case of any Borrowing that the related Notice of
Borrowing specifies is to comprise Eurodollar Rate Advances, the Borrower shall
indemnify each Lender against any loss, cost or expense incurred by such Lender
as a result of any failure to fulfill on or before the date specified in such
Notice of Borrowing for such Borrowing the applicable conditions set forth in
Article III, including, without limitation, any loss (including loss of
anticipated profits), cost or expense incurred by reason of the liquidation or
reemployment of deposits or other funds acquired by such Lender to fund the
Advance to be made by such Lender as part of such Borrowing when such Advance,
as a result of such failure, is not made on such date.

     

    (d) Unless
the Administrative Agent shall have received notice by telegram, telex or
telecopier from a Lender prior to any Borrowing Date or, in the case of a Base
Rate Advance, prior to the time of Borrowing, that such Lender will not make
available to the Administrative Agent such Lender’s Advance as part of the
Borrowing to be made on such Borrowing Date, the Administrative Agent may assume
that such Lender has made such portion available to the Administrative Agent on
such Borrowing Date in accordance with subsection (a) of this Section 2.02, and
the Administrative Agent may (but it shall not be required to), in reliance upon
such assumption, make available to the Borrower on such date a corresponding
amount.  If and to the extent that such Lender shall not have so made
such Advance available to the Administrative Agent, such Lender and the Borrower
severally agree to repay to the Administrative Agent forthwith on demand such
corresponding amount, together with interest thereon, for each day from the date
such amount is made available to the Borrower until the date such amount is
repaid to the Administrative Agent, at (i) in the case of the Borrower, the
interest rate applicable at the time to Advances comprising such Borrowing and
(ii) in the case of such Lender, the Federal Funds Rate.  If such
Lender shall repay to the Administrative Agent such corresponding amount, such
amount so repaid shall constitute such Lender’s Advance as part of such
Borrowing for purposes of this Agreement.

     

    (e) The
failure of any Lender to make the Advance to be made by it as part of any
Borrowing shall not relieve any other Lender of its obligation, if any,
hereunder to make its Advance on the date of such Borrowing, but no Lender shall
be responsible for the failure of any other Lender to make the Advance to be
made by such other Lender on the date of any Borrowing.

     

    SECTION
2.03. Letters
of Credit.

     

    (a) The
Borrower may from time to time appoint one or more Lenders (with the consent of
any such Lender, which consent may be withheld in the sole discretion of each
Lender) to act, either directly or through an Affiliate of such Lender, as an LC
Issuing Bank hereunder.  Any such appointment and the terms thereof
shall be evidenced in a separate written agreement executed by the Borrower and
the relevant LC Issuing Bank, a copy of which agreement shall be delivered by
the Borrower to the Administrative Agent.  The Administrative Agent
shall give prompt notice of any such appointment to the other
Lenders.  Upon such appointment, if and for so long as such Lender
shall have any obligation to issue any Letters of Credit hereunder or any Letter
of Credit issued by such Lender shall remain outstanding, such Lender shall be
deemed to be, and shall have all the rights and obligations of, an “LC Issuing
Bank” under this Agreement.

     

    (b) Subject
to the terms and conditions hereof, each Letter of Credit shall be issued (or
the stated maturity thereof extended or terms thereof modified or amended) on
not less than one Business Day’s prior notice thereof by delivery of a Request
for Issuance to the Administrative Agent (which shall promptly distribute copies
thereof to the Lenders) and the relevant LC Issuing Bank for the account of the
Borrower or any of its Subsidiaries; provided that the Borrower shall be the
account party for the purposes of this Agreement and shall have the
reimbursement obligations with respect thereto.  Each Letter of Credit
shall be issued in a form acceptable to the LC Issuing Bank.  Each
Request for Issuance shall specify (i) the identity of the relevant LC Issuing
Bank, (ii) the date (which shall be a Business Day) of issuance of such Letter
of Credit (or the date of effectiveness of such extension, modification or
amendment) and the stated expiry date thereof (which shall be no later than the
eighth Business Day preceding the Termination Date), (iii) the proposed stated
amount of such Letter of Credit (which amount shall not (A) be less than
$100,000 and (B) be subject to any automatic increase provisions), (iv) the name
and address of the beneficiary of such Letter of Credit and (v) a statement of
drawing conditions applicable to such Letter of Credit, and if such Request for
Issuance relates to an amendment or modification of a Letter of Credit, it shall
be accompanied by the consent of the beneficiary of the Letter of Credit
thereto.  Each Request for Issuance shall be irrevocable unless
modified or rescinded by the Borrower not less than two days prior to the
proposed date of issuance (or effectiveness) specified therein.  Not
later than 12:00 noon on the proposed date of issuance (or effectiveness)
specified in such Request for Issuance, and upon fulfillment of the applicable
conditions precedent and the other requirements set forth herein, the relevant
LC Issuing Bank shall issue (or extend, amend or modify) such Letter of Credit
and provide notice and a copy thereof to the Administrative Agent, which shall
promptly furnish copies thereof to the Lenders; provided that the LC Issuing
Bank shall not issue or amend any Letter of Credit if such LC Issuing Bank has
received notice from the Administrative Agent that the applicable conditions
precedent have not been satisfied.

     

    (c) No Letter
of Credit shall be requested or issued hereunder if, after the issuance thereof,
(i) the Outstanding Credits would exceed the aggregate Commitments, (ii) the LC
Outstandings would exceed $750,000,000 at any time prior to entry of a final
non-appealable judgment in the BofA Litigation, or (iii) the LC Outstandings
would exceed $600,000,000 at any time after entry of a final non-appealable
judgment in the BofA Litigation.

     

    (d) The
Borrower hereby agrees to pay to the Administrative Agent for the account of
each LC Issuing Bank and, if they shall have purchased participations in the
reimbursement obligations of the Borrower pursuant to subsection (e) below, the
participating Lenders, on demand made by such LC Issuing Bank to the Borrower,
on and after each date on which such LC Issuing Bank shall pay any amount under
any Letter of Credit issued by such LC Issuing Bank, a sum equal to the amount
so paid plus interest on such amount from the date so paid by such LC Issuing
Bank until repayment to such LC Issuing Bank in full at a fluctuating interest
rate per annum equal to the interest rate applicable to Base Rate Advances plus,
if any amount paid by such LC Issuing Bank under a Letter of Credit is not
reimbursed by the Borrower within three Business Days, 2%.

     

    (e) If any LC
Issuing Bank shall not have been reimbursed in full for any payment made by such
LC Issuing Bank under a Letter of Credit issued by such LC Issuing Bank on the
date of such payment, such LC Issuing Bank shall give the Administrative Agent
and each Lender prompt notice thereof (an “LC Payment
Notice”) no later than 12:00 noon on the Business Day immediately
succeeding the date of such payment by such LC Issuing Bank.  Each
Lender severally agrees to purchase a participation in the reimbursement
obligation of the Borrower to such LC Issuing Bank by paying to the
Administrative Agent for the account of such LC Issuing Bank an amount equal to
such Lender’s Commitment Percentage of such unreimbursed amount paid by such LC
Issuing Bank, plus interest on such amount at a rate per annum equal to the
Federal Funds Rate from the date of the payment by such LC Issuing Bank to the
date of payment to such LC Issuing Bank by such Lender.  Each such
payment by a Lender shall be made not later than 3:00 P.M. on the later to occur
of (i) the Business Day immediately following the date of such payment by such
LC Issuing Bank and (ii) the Business Day on which such Lender shall have
received an LC Payment Notice from such LC Issuing Bank.  Each
Lender’s obligation to make each such payment to the Administrative Agent for
the account of such LC Issuing Bank shall be several and shall not be affected
by the occurrence or continuance of a Default or the failure of any other Lender
to make any payment under this Section 2.03(e).  Each Lender further
agrees that each such payment shall be made without any offset, abatement,
withholding or reduction whatsoever.

     

    (f) The
failure of any Lender to make any payment to the Administrative Agent for the
account of any LC Issuing Bank in accordance with subsection (e) above shall not
relieve any other Lender of its obligation to make payment, but no Lender shall
be responsible for the failure of any other Lender.  If any Lender (a
“non-performing
Lender”) shall fail to make any payment to the Administrative Agent for
the account of any LC Issuing Bank in accordance with subsection (e) above
within five Business Days after the LC Payment Notice relating thereto, then,
for so long as such failure shall continue, such LC Issuing Bank shall be
deemed, for purposes of Sections 6.01 and 8.01 hereof, to be a Lender owed a
Borrowing in an amount equal to the outstanding principal amount due and payable
by such non-performing Lender to the Administrative Agent for the account of
such LC Issuing Bank pursuant to subsection (e) above.  Any
non-performing Lender and the Borrower (without waiving any claim against such
Lender for such Lender’s failure to purchase a participation in the
reimbursement obligations of the Borrower under subsection (e) above) severally
agree to pay to the Administrative Agent for the account of such LC Issuing Bank
forthwith on demand such amount, together with interest thereon for each day
from the date such Lender would have purchased its participation had it complied
with the requirements of subsection (e) above until the date such amount is paid
to the Administrative Agent at (i) in the case of the Borrower, the interest
rate applicable at the time to Base Rate Advances plus, if any amount paid by
such LC Issuing Bank under a Letter of Credit is not reimbursed by the Borrower
within three Business Days, 2%, in accordance with Section 2.03(d), and (ii) in
the case of such Lender, the Federal Funds Rate.

     

    (g) The
payment obligations of each Lender under Section 2.03(e) and of the Borrower
under this Agreement in respect of any payment under any Letter of Credit shall
be unconditional and irrevocable, and shall be paid strictly in accordance with
the terms of this Agreement under all circumstances, including, without
limitation, the following circumstances:

     

    (i) any lack
of validity or enforceability of this Agreement or any other agreement or
instrument relating thereto or to such Letter of Credit;

     

    (ii) any
amendment or waiver of, or any consent to departure from, the terms of this
Agreement or such Letter of Credit;

     

    (iii) the
existence of any claim, set-off, defense or other right that the Borrower may
have at any time against any beneficiary, or any transferee, of such Letter of
Credit (or any Persons for whom any such beneficiary or any such transferee may
be acting), any LC Issuing Bank, or any other Person, whether in connection with
this Agreement, the transactions contemplated hereby, thereby or by such Letter
of Credit, or any unrelated transaction;

     

    (iv) any
statement or any other document presented under such Letter of Credit proving to
be forged, fraudulent, invalid or insufficient in any respect or any statement
therein being untrue or inaccurate in any respect;

     

    (v) payment
in good faith by any LC Issuing Bank under the Letter of Credit issued by such
LC Issuing Bank against presentation of a draft or certificate that does not
comply with the terms of such Letter of Credit;

     

    (vi) the use
that may be made of any Letter of Credit by, or any act or omission of, the
beneficiary of any Letter of Credit (or any Person for which the beneficiary may
be acting); or

     

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

     

    (h) Without
limiting any other provision of this Section 2.03, for purposes of this Section
2.03 any LC Issuing Bank may rely upon any oral, telephonic, telegraphic,
facsimile, electronic, written or other communication believed in good faith to
have been authorized by the Borrower, whether or not given or signed by an
authorized Person of the Borrower.

     

    (i) The
Borrower assumes all risks of the acts and omissions of any beneficiary or
transferee of any Letter of Credit.  Neither any LC Issuing Bank, the
Lenders nor any of their respective officers, directors, employees, agents or
Affiliates shall be liable or responsible for  (i) the use that may be
made of such Letter of Credit or any acts or omissions of any beneficiary or
transferee thereof in connection therewith; (ii) the validity, sufficiency or
genuineness of documents, or of any endorsement thereon, even if such documents
should prove to be in any or all respects invalid, insufficient, fraudulent or
forged; (iii) payment by any LC Issuing Bank against presentation of documents
that do not comply with the terms of such Letter of Credit, including failure of
any documents to bear any reference or adequate reference to such Letter of
Credit; or (iv) any other circumstances whatsoever in making or failing to make
payment under such Letter of Credit, except that the Borrower and each Lender
shall have the right to bring suit against each LC Issuing Bank, and each LC
Issuing Bank shall be liable to the Borrower and any Lender, to the extent of
any direct, as opposed to consequential, damages suffered by the Borrower or
such Lender that the Borrower or such Lender proves were caused by such LC
Issuing Bank’s willful misconduct or gross negligence, including, in the case of
the Borrower, such LC Issuing Bank’s willful failure to make timely payment
under such Letter of Credit following the presentation to it by the beneficiary
thereof of a draft and accompanying certificate(s) that strictly comply with the
terms and conditions of such Letter of Credit.  In furtherance and not
in limitation of the foregoing, each LC Issuing Bank may accept sight drafts and
accompanying certificates presented under the Letter of Credit issued by such LC
Issuing Bank that appear on their face to be in order, without responsibility
for further investigation, regardless of any notice or information to the
contrary, and payment against such documents shall not constitute willful
misconduct or gross negligence by such LC Issuing Bank. Notwithstanding the
foregoing, no Lender shall be obligated to indemnify the Borrower for damages
caused by any LC Issuing Bank’s willful misconduct or gross
negligence.

     

    SECTION
2.04. Fees.

     

    (a) The
Borrower agrees to pay to the Administrative Agent for the account of each
Lender a commitment fee on the aggregate unused amount of such Lender’s
Commitment from the date hereof in the case of each Initial Lender and from the
effective date specified in the Assignment and Acceptance pursuant to which it
became a Lender in the case of each other Lender until the Termination Date,
payable quarterly in arrears on the last day of each March, June, September and
December, commencing June 30, 2006, and ending on the Termination
Date.  The commitment fee for any period will be equal to the
Commitment Fee Rate in effect from time to time during such period, times the
Commitments minus the aggregate principal amount of Advances outstanding during
such period.

     

    (b) The
Borrower shall pay to the Administrative Agent such fees as may from time to
time be agreed between the Borrower and the Administrative Agent.

     

    (c) The
Borrower shall pay to the Administrative Agent for the account of each Lender a
fee (the “LC Fee”)
on the average daily aggregate principal amount of each such Lender’s Commitment
Percentage of the LC Outstandings from the date hereof until the later to occur
of the Termination Date and the date on which no Letters of Credit are
outstanding, payable on the last day of each March, June, September and December
(commencing on June 30, 2006), and on such later date, at a rate equal at all
times to the Applicable Margin in effect from time to time for Eurodollar Rate
Advances.

     

    (d) The
Borrower shall pay to each LC Issuing Bank such fees for the issuance and
maintenance of Letters of Credit issued by such LC Issuing Bank and for drawings
thereunder as may be separately agreed between the Borrower and such LC Issuing
Bank.

     

    SECTION
2.05. Extension
of the Termination Date.

     

    (a) Not
earlier than 60 days prior to, nor later than 30 days prior to March 30 of each
year, the Borrower may request by notice made to the Administrative Agent (which
shall promptly notify the Lenders thereof) a one-year extension of the
Termination Date.   Each Lender shall notify the Administrative
Agent by the date specified by the Administrative Agent (which date shall be a
Business Day and shall not be less than 15 days prior to, nor more than 30 days
prior to, the Extension Effective Date) that either (A) such Lender declines to
consent to extending the Termination Date or (B) such Lender consents to
extending the Termination Date.  Any Lender not responding within the
above time period shall be deemed not to have consented to extending the
Termination Date.  The Administrative Agent shall, after receiving the
notifications from all of the Lenders or the expiration of such period,
whichever is earlier, notify the Borrower and the Lenders of the results
thereof.  The Borrower may request no more than two extensions
pursuant to this Section.

     

    (b) If any
Lender declines, or is deemed to have declined, to consent to such request for
extension (each a “Declining
Lender”), the Borrower shall have the right to replace such Declining
Lender in accordance with Section 8.07(i).

     

    (c) If the
Required Lenders have consented to the extension of the Termination Date, the
Termination Date shall be extended (solely with respect each Lender that
consented to the extension) to the date that is one year after the
then-effective Termination Date, effective as of the date to be determined by
the Administrative Agent and the Borrower (the “Extension
Effective Date”).  On or prior to the Extension Effective Date,
the Borrower shall deliver to the Administrative Agent, in form and substance
satisfactory to the Administrative Agent (i) the resolutions of the Borrower
authorizing such extension, certified as being in effect as of the Extension
Effective Date and the related incumbency certificate of the Borrower, (ii) a
favorable opinion of counsel for the Borrower (which may be an attorney of
American Electric Power Service Corporation), as to such matters as any Lender
through the Administrative Agent may reasonably request and (iii) a certificate
of the Borrower stating that on and as of such Extension Effective Date, and
after giving effect to the extension to be effective on such date, all
conditions precedent to an Extension of Credit are true and
correct.   Promptly following such Extension Effective Date, the
Administrative Agent shall distribute an amended Schedule I to this Agreement
(which shall thereafter be incorporated into this Agreement) to reflect any
changes in the Lenders, the Commitments and each Lender’s Commitment Percentage
as of such Extension Effective Date.

     

    SECTION
2.06. Increase
of the Commitments.

     

    (a) The
Borrower may, from time to time, request by notice to the Administrative Agent,
to increase the Commitments by a maximum aggregate amount of $500,000,000, by
designating one or more Eligible Assignees reasonably acceptable to the
Administrative Agent that agree to accept all or a portion of such additional
Commitments (each a “Designated
Lender”).  The Borrower may elect to remove or replace any such
designated Eligible Assignee at any time prior to the effective date of such
increase.

     

    (b) The
Administrative Agent shall promptly notify the Designated
Lenders.  Each Designated Lender shall notify the Administrative Agent
by the date specified by the Administrative Agent (which date shall be a
Business Day) that either (A) such Designated Lender declines to accept its
additional Commitments or (B) such Designated Lender consents to accept its
additional Commitments.  Any Designated Lender not responding on or
prior to the date specified by the Administrative Agent shall be deemed not to
have consented to accept its additional Commitments. The Administrative Agent
shall, after receiving the notifications from all of the Designated Lenders or
following the date specified in the notice to such Designated Lenders, whichever
is earlier, notify the Borrower and the Lenders of the results thereof and the
effective date of any additional Commitments.  The Borrower shall
deliver a certificate signed by a duly authorized officer of the Borrower to the
Administrative Agent, dated as of the effective date of such additional
Commitments, stating that all conditions precedent to an Extension of Credit are
true and correct on and as of such effective date.

     

    (c) Promptly
following the effective date of any Commitment increase pursuant to this Section
2.06, (i) the Administrative Agent shall distribute an amended Schedule I to
this Agreement (which shall thereafter be incorporated into this Agreement) to
reflect any changes in Lenders, the Commitments and each Lender’s Commitment
Percentage as of such effective date and (ii) the Borrower shall prepay the
outstanding Borrowings (if any) in full, and shall simultaneously make new
Borrowings hereunder in an amount equal to such prepayment, so that, after
giving effect thereto, the Borrowings are held ratably by the Lenders in
accordance with their respective Commitments (after giving effect to such
Commitment increase).  Prepayments made under this clause (c) shall
not be subject to the notice requirements of Section 2.13.

     

    (d) Notwithstanding
any provision contained herein to the contrary, from and after the date of any
Commitment increase and the making of any Advances on such date pursuant to
clause (c)(ii) above, all calculations and payments of fees and of interest on
the Advances shall take into account the actual Commitment of each Lender and
the principal amount outstanding of each Advance made by such Lender during the
relevant period of time.

     

    SECTION
2.07. Termination
or Reduction of the Commitments.

     

    (a) The
Borrower shall have the right, upon at least three Business Days’ notice to the
Administrative Agent, to terminate in whole or reduce ratably in part the
Available Commitments, provided that (i) each
partial reduction shall be in the aggregate amount of $10,000,000 or an integral
multiple of $1,000,000 in excess thereof and (ii) no such termination or
reduction shall be made that would reduce the aggregate Commitments to an amount
less than the Outstanding Credits on the date of such termination or
reduction.

     

    (b) The
Commitments shall automatically be terminated on the Termination
Date.

     

    (c) Once
terminated, a Commitment or any portion thereof may not be
reinstated.

     

    SECTION
2.08. Repayment
of Advances.

     

    (a) The
Borrower shall repay to the Administrative Agent for the account of each Lender
on the Termination Date with respect to such Lender the aggregate principal
amount of the Advances made by such Lender to the Borrower then
outstanding.

     

    (b) If at any
time (i) the aggregate principal amount of Advances outstanding exceed the
aggregate Commitments, the Borrower shall pay or prepay so much of the
Borrowings as shall be necessary in order that the principal amount of Advances
outstanding will not exceed the Commitments.

     

    SECTION
2.09. Evidence
of Indebtedness.

     

    (a) Each
Lender shall maintain in accordance with its usual practice an account or
accounts evidencing the indebtedness to such Lender resulting from each Advance
made by such Lender from time to time, including the amounts of principal and
interest payable and paid to such Lender from time to time under this
Agreement.

     

    (b) The
Administrative Agent shall maintain accounts in which it will record (i) the
amount of each Advance made hereunder, the Type of each Advance made and the
Interest Period applicable thereto, (ii) the amount of any principal or interest
due and payable or to become due and payable from the Borrower to each Lender
hereunder and (iii) the amount of any sum received by the Administrative Agent
hereunder from the Borrower and each Lender’s share thereof.

     

    (c) The
entries made in the accounts maintained pursuant to subsections (a) and (b) of
this Section 2.09 shall, to the extent permitted by Applicable Law, be prima
facie evidence of the existence and amounts of the obligations therein recorded;
provided, however, that the failure of
any Lender or the Administrative Agent to maintain such accounts or any error
therein shall not in any manner affect the obligations of the Borrower to repay
the Advances and interest thereon in accordance with their terms.

     

    (d) Any
Lender may request that any Advances made by it be evidenced by one or more
promissory notes.  In such event, the Borrower shall prepare, execute
and deliver to such Lender one or more promissory notes payable to the order of
such Lender (or, if requested by such Lender, to such Lender and its assignees)
and in a form approved by the Administrative Agent.  Thereafter, the
Advances evidenced by such promissory notes and interest thereon shall at all
times (including after assignment pursuant to Section 8.07) be represented by
one or more promissory notes in such form payable to the order of the payee
named therein.

     

    SECTION
2.10. Interest
on Advances.

     

    The
Borrower shall pay interest on the unpaid principal amount of each Advance from
the date of such Advance until such principal amount shall be paid in full, at
the following rates per annum:

     

    (a) Base Rate
Advances.  During such periods as such Advance is a Base Rate
Advance, a rate per annum equal at all times to the sum of (x) the Base Rate
plus (y) the Applicable Margin for Base Rate Advances in effect from time to
time, payable in arrears quarterly on the last day of each March, June,
September and December during such periods and on the date such Base Rate
Advance shall be Converted or paid in full.  

     

    (b) Eurodollar Rate
Advances.  During such periods as such Advance is a Eurodollar
Rate Advance, a rate per annum equal at all times during each Interest Period
for such Advance to the sum of (x) the Eurodollar Rate for such Interest Period
for such Advance plus (y) the Applicable Margin for Eurodollar Rate Advances in
effect from time to time, payable in arrears on the last day of such Interest
Period and, if such Interest Period has a duration of more than three months, on
each day that occurs during such Interest Period every three months from the
first day of such Interest Period and on the date such Eurodollar Rate Advance
shall be Converted or paid in full.  

     

    (c) Additional
Interest on Eurodollar Rate Advances.  The Borrower shall pay
to each Lender, so long as such Lender shall be required under regulations of
the Board of Governors of the Federal Reserve System to maintain reserves with
respect to liabilities or assets consisting of or including Eurocurrency
Liabilities, additional interest on the unpaid principal amount of each
Eurodollar Rate Advance of such Lender, from the date of such Advance until such
principal amount is paid in full, at an interest rate per annum equal at all times
to the remainder obtained by subtracting (i) the Eurodollar Rate for the
Interest Period for such Advance from (ii) the rate obtained by dividing such
Eurodollar Rate by a percentage equal to 100% minus the Eurodollar Rate
Reserve Percentage of such Lender for such Interest Period, payable on each date
on which interest is payable on such Advance.  Such additional
interest shall be determined by such Lender and notified to the Borrower through
the Administrative Agent.

     

    SECTION
2.11. Interest
Rate Determination.

     

    (a) To the
extent required hereunder, each Reference Bank agrees to furnish to the
Administrative Agent timely information for the purpose of determining each
Eurodollar Rate.  If fewer than two Reference Banks furnish such
timely information to the Administrative Agent for the purpose of determining
any such rate, the Administrative Agent shall determine such interest rate on
the basis of timely information furnished by the remaining Reference
Bank.

     

    (b) The
Administrative Agent shall give prompt notice to the Borrower and the Lenders of
the applicable interest rate determined by the Administrative Agent for purposes
of Section 2.10(a) or (b), and, if applicable, the applicable rate, if any,
furnished by each Reference Bank for the purpose of determining the applicable
interest rate under Section 2.10(b).

     

    (c) If, with
respect to any Eurodollar Rate Advances, (i) the Required Lenders notify the
Administrative Agent that the Eurodollar Rate for any Interest Period for such
Advances will not adequately reflect the cost to such Required Lenders of
making, funding or maintaining their respective Eurodollar Rate Advances for
such Interest Period, or (ii) the Reference Banks notify the Administrative
Agent that adequate and fair means do not exist for ascertaining the applicable
interest rate on the basis provided for in the definition of Eurodollar Rate,
the Administrative Agent shall forthwith so notify the Borrower and the Lenders,
whereupon (A) each Eurodollar Rate Advance will automatically, on the last day
of the then existing Interest Period therefor, Convert into a Base Rate Advance,
and (B) the obligation of the Lenders to make, or to Convert Advances into,
Eurodollar Rate Advances shall be suspended until the Administrative Agent shall
notify the Borrower and the Lenders that the circumstances causing such
suspension no longer exist.

     

    (d) If the
Borrower shall fail to select the duration of any Interest Period for any
Eurodollar Rate Advances in accordance with the provisions contained in the
definition of “Interest Period” in Section 1.01, the Administrative Agent will
forthwith so notify the Borrower and the Lenders and such Advances will
automatically, on the last day of the then existing Interest Period therefor,
Convert into Base Rate Advances.

     

    (e) On the
date on which the aggregate unpaid principal amount of Eurodollar Rate Advances
comprising any Borrowing shall be reduced, by payment or prepayment or
otherwise, to less than $10,000,000, such Advances shall automatically Convert
into Base Rate Advances.

     

    (f) Upon the
occurrence and during the continuance of any Event of Default, (i) each
Eurodollar Rate Advance will automatically, on the last day of the then existing
Interest Period therefor, Convert into a Base Rate Advance and (ii) the
obligation of the Lenders to make, or to Convert Advances into, Eurodollar Rate
Advances shall be suspended.

     

    SECTION
2.12. Optional
Conversion of Advances.

     

    The
Borrower may on any Business Day, upon notice given to the Administrative Agent
not later than 12:00 noon on the third Business Day prior to the date of the
proposed Conversion and subject to the provisions of Sections 2.11 and 2.15,
Convert all or any part of Advances of one Type comprising the same Borrowing
into Advances of the other Type or of the same Type but having a new Interest
Period; provided, however, that any Conversion
of Eurodollar Rate Advances into Base Rate Advances shall be made only on the
last day of an Interest Period for such Eurodollar Rate Advances, any Conversion
of Base Rate Advances into Eurodollar Rate Advances shall be in an amount not
less than the minimum amount specified in Section 2.02(b) and no Conversion of
any Advances shall result in more separate Borrowings than permitted under
Section 2.02(b).  Each such notice of a Conversion shall, within the
restrictions specified above, specify (i) the date of such Conversion, (ii) the
Advances to be Converted, and (iii) if such Conversion is into Eurodollar Rate
Advances, the duration of the initial Interest Period for each such
Advance.  Each notice of Conversion shall be irrevocable and binding
on the Borrower.

     

    SECTION
2.13. Optional
Prepayments of Advances.

     

    The
Borrower may, upon at least two Business Days’ notice, in the case of Eurodollar
Rate Advances, and upon notice not later than 11:00 A.M. (New York time) on the
date of prepayment, in the case of Base Rate Advances, to the Administrative
Agent stating the proposed date and aggregate principal amount of the
prepayment, and, if such notice is given, the Borrower shall prepay the
outstanding principal amount of the Advances comprising part of the same
Borrowing in whole or ratably in part, together with accrued interest to the
date of such prepayment on the principal amount prepaid; provided, however, that (x) each
partial prepayment shall be in an aggregate principal amount of $10,000,000 or
an integral multiple of $1,000,000 in excess thereof and (y) in the event of any
such prepayment of a Eurodollar Rate Advance, the Borrower shall be obligated to
reimburse the Lenders in respect thereof pursuant to Section
8.04(c).

     

    SECTION
2.14. Increased
Costs.

     

    (a) If, due
to any Regulatory Change, there shall be any increase in the cost to any Lender
of agreeing to make or making, funding or maintaining any Extension of Credit
(excluding for purposes of this Section 2.14 any such increased costs resulting
from (i) Taxes or Other Taxes (as to which Section 2.17 shall govern) and (ii)
changes in the basis of taxation of overall net income or overall gross income
by the United States or by the foreign jurisdiction or state under the laws of
which such Lender is organized or has its Applicable Lending Office or any
political subdivision thereof), then the Borrower shall from time to time,
promptly upon demand by such Lender (with a copy of such demand to the
Administrative Agent), pay to the Administrative Agent for the account of such
Lender additional amounts sufficient to compensate such Lender for such
increased cost.  Each Lender will promptly notify the Borrower of any
determination made by it referred to above, but the failure to give such notice
shall not affect such Lender’s right to compensation, provided, however, that the Borrower
shall not be required to pay such additional amounts in respect of any
Regulatory Change for any period ending prior to the date that is 180 days prior
to the giving of the notice of the determination of such additional amounts
(unless such period shall have commenced after the date that such Lender
notified the Borrower that additional amounts were payable as a result of such
Regulatory Change); except, if such Regulatory Change shall have been imposed
retroactively, for the period from the effective date of such Regulatory Change
to the date that is 180 days after the first date on which such Lender
reasonably should have had knowledge of such Regulatory Change.

     

    (b) If any
Lender determines that any Regulatory Change affects or would affect the amount
of capital required or expected to be maintained by such Lender or any
corporation controlling such Lender and that the amount of such capital is
increased by or based upon the existence of such Lender’s commitment to make
Extensions of Credit hereunder and other commitments of this type, then, upon
demand by such Lender (with a copy of such demand to the Administrative Agent),
the Borrower shall pay to the Administrative Agent for the account of such
Lender, promptly upon demand from time to time and as specified by such Lender,
additional amounts sufficient to compensate such Lender or such corporation in
the light of such circumstances, to the extent that such Lender reasonably
determines such increase in capital to be allocable to the existence of such
Lender’s commitment to make Extensions of Credit hereunder; provided, however, that the Borrower
shall not be required to pay such additional amounts in respect of any
Regulatory Change for any period ending prior to the date that is 180 days prior
to the making of such Lender’s initial request for such additional amounts
(unless such period shall have commenced after the date that such Lender
notified the Borrower that additional amounts were payable as a result of such
Regulatory Change); except, if such Regulatory Change shall have been imposed
retroactively, for the period from the effective date of such Regulatory Change
to the date that is 180 days after the first date on which such Lender
reasonably should have had knowledge of such Regulatory Change.

     

    (c) In making
the determinations contemplated by Sections 2.14(a) and (b), each Lender may
make such estimates, assumptions, allocations and the like that such Lender in
good faith determines to be appropriate, and such Lender’s selection thereof in
accordance with this Section 2.14(c), and the determinations made by such Lender
on the basis thereof, shall be final, binding and conclusive upon the Borrower,
except, in the case of such determinations, for manifest errors in computation
or transmission.  Each Lender shall furnish to the Borrower upon
request a certificate explaining the basis for any amounts claimed by it under
Section 2.14(a) or (b), provided, that no Lender
shall be required to disclose in any such certificate any confidential
information relating to such Lender or any Person controlling such
Lender.

     

    SECTION
2.15. Illegality.

     

    If due to
any Regulatory Change it shall become unlawful or impossible for any Lender (or
its Eurodollar Lending Office) to make, maintain or fund its Eurodollar Rate
Advances, and such Lender shall so notify the Administrative Agent, the
Administrative Agent shall forthwith give notice thereof to the other Lenders
and the Borrower, whereupon, until such Lender notifies the Borrower and the
Administrative Agent that the circumstances giving rise to such suspension no
longer exist, the obligation of such Lender to make Eurodollar Rate Advances, or
to Convert outstanding Advances into Eurodollar Rate Advances, shall be
suspended.  Before giving any notice to the Administrative Agent
pursuant to this Section 2.15, such Lender shall use reasonable efforts
(consistent with its internal policy and legal and regulatory restrictions
applicable to such Lender) to designate a different Eurodollar Lending Office if
such designation would avoid the need for giving such notice and would not, in
the judgment of such Lender, be otherwise disadvantageous to such
Lender.  If such notice is given, each Eurodollar Rate Advance of such
Lender then outstanding shall be converted to a Base Rate Advance either (i) on
the last day of the then current Interest Period applicable to such Eurodollar
Rate Advance if such Lender may lawfully continue to maintain and fund such
Advance to such day or (ii) immediately if such Lender shall determine that it
may not lawfully continue to maintain and fund such Advance to such
day.

     

    SECTION
2.16. Payments
and Computations.

     

    (a) The
Borrower shall make each payment to be made by it hereunder not later than 1:00
P.M. on the day when due in Dollars to the Administrative Agent at the Agent’s
Account in same day funds without condition or deduction for any counterclaim,
defense, recoupment or setoff.  The Administrative Agent will promptly
thereafter cause to be distributed like funds relating to the payment of
principal or interest or commitment fees ratably (other than amounts payable
pursuant to Section 2.10(c), 2.14, 2.17 or 8.04(c)) to the Lenders for the
account of their respective Applicable Lending Offices, and like funds relating
to the payment of any other amount payable to any Lender to such Lender for the
account of its Applicable Lending Office, in each case to be applied in
accordance with the terms of this Agreement.  Upon its acceptance of
an Assignment and Acceptance and recording of the information contained therein
in the Register pursuant to Section 8.07(c), from and after the effective date
specified in such Assignment and Acceptance, the Administrative Agent shall make
all payments hereunder in respect of the interest assigned thereby to the Lender
assignee thereunder, and the parties to such Assignment and Acceptance shall
make all appropriate adjustments in such payments for periods prior to such
effective date directly between themselves.

     

    (b) The
Borrower hereby authorizes each Lender, if and to the extent payment owed to
such Lender is not made when due hereunder, after any applicable grace period,
to charge from time to time against any or all of the Borrower’s accounts with
such Lender any amount so due.

     

    (c) All
computations of interest based on the rate referred to in clause (i) of the
definition of the “Base Rate” contained in Section 1.01 shall be made by the
Administrative Agent on the basis of a year of 365 or 366 days, as the case may
be, and all computations of interest based on the Eurodollar Rate or the Federal
Funds Rate and of commitment fees and LC Fees shall be made by the
Administrative Agent on the basis of a year of 360 days, in each case for the
actual number of days (including the first day but excluding the last day)
occurring in the period for which such interest, commitment fees or LC Fees are
payable.  Each determination by the Administrative Agent of an
interest rate hereunder shall be conclusive and binding for all purposes, absent
manifest error.

     

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

     

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

     

    SECTION
2.17. Taxes.

     

    (a) Any and
all payments by the Borrower hereunder shall be made, in accordance with Section
2.16, free and clear of and without deduction for any and all present or future
Taxes, excluding, in the case of each Lender and the Administrative Agent, Bank
Taxes.  If the Borrower shall be required by law to deduct any Taxes
from or in respect of any sum payable hereunder to any Lender or the
Administrative Agent, (i) the sum payable shall be increased as may be necessary
so that after making all required deductions (including deductions applicable to
additional sums payable under this Section 2.17) such Lender or the
Administrative Agent (as the case may be) receives an amount equal to the sum it
would have received had no such deductions been made, (ii) the Borrower shall
make such deductions and (iii) the Borrower shall, to the fullest extent
permitted by Applicable Law, pay the full amount deducted to the relevant
taxation authority or other authority in accordance with Applicable
Law.

     

    (b) In
addition, the Borrower shall pay any present or future stamp or documentary
taxes or any other excise or property taxes, charges or similar levies that
arise from any payment made by the Borrower hereunder or from the execution,
delivery or registration of, performing under, or otherwise with respect to,
this Agreement (hereinafter referred to as “Other
Taxes”).

     

    (c) The
Borrower shall indemnify each Lender and the Administrative Agent for and hold
it harmless against the full amount of Taxes or Other Taxes attributable to the
Borrower (including, without limitation, taxes of any kind imposed by any
jurisdiction on amounts payable under this Section 2.17), but excluding Bank
Taxes, imposed on or paid by such Lender or the Administrative Agent (as the
case may be) and any liability (including penalties, interest and expenses that
do not arise from such Lender’s failure timely to give notice thereof or request
payment pursuant to this Section 2.17) arising therefrom or with respect
thereto.  This indemnification shall be made within 30 days from the
date such Lender or the Administrative Agent (as the case may be) makes written
demand therefor.

     

    (d) Within 30
days after the date of any payment by the Borrower of Taxes, the Borrower shall
furnish to the Administrative Agent, at its address referred to in Section 8.02,
the original or a certified copy of a receipt evidencing such
payment.  In the case of any payment hereunder by or on behalf of the
Borrower through an account or branch outside the United States or by or on
behalf of the Borrower by a payor that is not a United States person, if the
Borrower determines that no Taxes are payable in respect thereof, the Borrower
shall furnish, or shall cause such payor to furnish, to the Administrative
Agent, at such address, an opinion of counsel reasonably acceptable to the
Administrative Agent stating that such payment is exempt from
Taxes.  For purposes of this subsection (d) and subsection (e), the
terms “United States” and “United States person” shall have the meanings
specified in Section 7701 of the Internal Revenue Code.

     

    (e) Each
Lender organized under the laws of a jurisdiction outside the United States, on
or prior to the date of its execution and delivery of this Agreement in the case
of each Initial Lender and on the date of the Assignment and Acceptance pursuant
to which it becomes a Lender in the case of each other Lender, and from time to
time thereafter as requested in writing by the Borrower (but only so long as
such Lender remains lawfully able to do so), shall provide each of the
Administrative Agent and the Borrower with two original Internal Revenue Service
Form W-8BEN or W-8ECI, as appropriate, or any successor or other form prescribed
by the Internal Revenue Service, certifying that such Lender is exempt from or
entitled to a reduced rate of United States withholding tax on payments pursuant
to this Agreement.  If the form provided by a Lender at the time such
Lender first becomes a party to this Agreement indicates a United States
interest withholding tax rate in excess of zero, withholding tax at such rate
shall be considered excluded from Taxes unless and until such Lender provides
the appropriate forms certifying that a lesser rate applies, whereupon
withholding tax at such lesser rate only shall be considered excluded from Taxes
for periods governed by such form; provided, however, that, if at the date
of the Assignment and Acceptance pursuant to which a Lender assignee becomes a
party to this Agreement, the Lender assignor was entitled to payments under
subsection (a) in respect of United States withholding tax with respect to
interest paid at such date, then, to such extent, the term Taxes shall include
(in addition to withholding taxes that may be imposed in the future or other
amounts otherwise includable in Taxes) United States withholding tax, if any,
applicable with respect to the Lender assignee on such date.  If any
form or document referred to in this subsection (e) requires the disclosure of
information, other than information necessary to compute the tax payable and
information required on the date hereof by Internal Revenue Service Form W-8BEN
or W-8ECI, that the Lender reasonably considers to be confidential, the Lender
shall give notice thereof to the Borrower and shall not be obligated to include
in such form or document such confidential information.

     

    (f) For any
period with respect to which a Lender has failed to provide the Borrower with
the appropriate form described in Section 2.17(e) (other than if such failure is
due to a change in law occurring subsequent to the date on which a form
originally was required to be provided, or if such form otherwise is not
required under subsection (e) above), such Lender shall not be entitled to
indemnification under Section 2.17(a) or (c) with respect to Taxes imposed by
the United States by reason of such failure; provided, however, that
should a Lender become subject to Taxes because of its failure to deliver a form
required hereunder, the Borrower shall take such steps as the Lender shall
reasonably request to assist the Lender to recover such Taxes.

     

    SECTION
2.18. Sharing
of Payments, Etc.

     

    If any
Lender shall obtain any payment (whether voluntary, involuntary, through the
exercise of any right of set-off, or otherwise) on account of the Advances owing
to it (other than pursuant to Section 2.10(c), 2.14, 2.17 or 8.04(c) or in
respect of Eurodollar Rate Advances converted into Base Rate Advances pursuant
to Section 2.15) by the Borrower, in excess of its ratable share of payments on
account of the Advances to the Borrower, obtained by all the Lenders, such
Lender shall forthwith purchase from the other Lenders such participations in
such Advances owing to them as shall be necessary to cause such purchasing
Lender to share the excess payment ratably with each of them; provided, however, that if all or any
portion of such excess payment is thereafter recovered from such purchasing
Lender, such purchase from each Lender shall be rescinded and such Lender shall
repay to the purchasing Lender the purchase price to the extent of such recovery
together with an amount equal to such Lender’s ratable share (according to the
proportion of (i) the amount of such Lender’s required repayment to (ii) the
total amount so recovered from the purchasing Lender) of any interest or other
amount paid or payable by the purchasing Lender in respect of the total amount
so recovered.  The Borrower agrees that any Lender so purchasing a
participation from another Lender pursuant to this Section 2.18 may, to the
fullest extent permitted by law, exercise all its rights of payment (including
the right of set-off) with respect to such participation as fully as if such
Lender were the direct creditor of the Borrower in the amount of such
participation.

     

     

    ARTICLE
III

     

     

    CONDITIONS
PRECEDENT

     

    SECTION
3.01. Conditions
Precedent to Effectiveness of this Agreement and Initial Extensions of
Credit.

     

    The
effectiveness of this Agreement and the obligation of each Lender and of each LC
Issuing Bank, as applicable, to make the initial Extension of Credit to be made
by it hereunder shall be subject to the satisfaction of  the following
conditions precedent:

     

    (a) The
Administrative Agent shall have received on or before the date of such
effectiveness the following, each dated such day, in form and substance
reasonably satisfactory to the Administrative Agent in sufficient copies for
each Lender:

     

    (i) Certified
copies of the resolutions of the board of directors of the Borrower approving
this Agreement, and of all documents evidencing other necessary corporate action
and Governmental Approvals, if any, with respect to this Agreement.

     

    (ii) A
certificate of the Secretary or Assistant Secretary of the Borrower certifying
the names and true signatures of the officers of the Borrower authorized to sign
this Agreement and the other documents to be delivered by the Borrower
hereunder.

     

    (iii) A
favorable opinion of counsel for the Borrower (which may be an attorney of
American Electric Power Service Corporation), substantially in the form of
Exhibit D hereto and as to such other matters as any Lender through the
Administrative Agent may reasonably request.

     

    (iv) A
favorable opinion of King & Spalding LLP, counsel for the Administrative
Agent, in the form of Exhibit E hereto.

     

    (b) On such
date, the following statements shall be true and the Administrative Agent shall
have received for the account of each Lender a certificate signed by a duly
authorized officer of the Borrower, dated such date, stating that:

     

              (i)  The
representations and warranties of the Borrower contained in Section 4.01 (other
than the representation and warranty in Section 4.01(e) and the representation
and warranty set forth in the last sentence of Section 4.01(f)) are true and
correct in all material respects on and as of such date, as though made on and
as of such date, and

    


              (ii)           No
event has occurred and is continuing that constitutes a Default.

    


    (c) The
Borrower shall have paid all accrued fees and expenses of the Administrative
Agent, the Co-Lead Arrangers and the Lenders (including the accrued fees and
expenses of counsel to the Administrative Agent to the extent then due and
payable).

     

    (d) The
Administrative Agent shall have received counterparts of this Agreement,
executed and delivered by the Borrower and the Required Lenders (as defined in
the Prior Credit Agreement).

     

    (e) The
Administrative Agent shall have received such other approvals, opinions or
documents as any Lender or any LC Issuing Bank through the Administrative Agent
may reasonably request.

     

    SECTION
3.02. Conditions
Precedent to each Extension of Credit.

     

    The
obligation of each Lender and the LC Issuing Bank, as applicable, to make each
Extension of Credit to be made by it hereunder (other than in connection with
any Borrowing that would not increase the aggregate principal amount of Advances
outstanding immediately prior to the making of such Borrowing) shall be subject
to the satisfaction of the conditions precedent set forth in Section 3.01 and on
the date of such Borrowing:

     

    (a) The
following statements shall be true (and each of the giving of the applicable
Notice of Borrowing and the acceptance by the Borrower of the proceeds of any
such Extension of Credit shall constitute a representation and warranty by the
Borrower that on the date of such Extension of Credit such statements are
true):

     

    (i) The
representations and warranties of the Borrower contained in Section 4.01 (other
than the representation and warranty in Section 4.01(e) and the representation
and warranty set forth in the last sentence of Section 4.01(f)) are true and
correct in all material respects on and as of the date of such Extension of
Credit, before and after giving effect to such Extension of Credit and to the
application of the proceeds therefrom, as though made on and as of such date,
and

     

    (ii) No event
has occurred and is continuing or would result from such Extension of Credit or
from the application of the proceeds therefrom, that constitutes a
Default.

     

    (b) The
Administrative Agent shall have received such other approvals, opinions or
documents as any Lender or LC Issuing Bank through the Administrative Agent may
reasonably request.

     

     

    ARTICLE
IV

     

     

    REPRESENTATIONS
AND WARRANTIES

     

    SECTION
4.01. Representations
and Warranties of the Borrower.

     

    The
Borrower represents and warrants as follows:

     

    (a) The
Borrower is a corporation duly organized, validly existing and in good standing
under the laws of the jurisdiction in which it is incorporated, and each
Significant Subsidiary is duly organized, validly existing and in good standing
under the laws of the jurisdiction in which it is incorporated or otherwise
organized.

     

    (b) The
execution, delivery and performance by the Borrower of this Agreement, and the
consummation of the transactions contemplated hereby, are within the Borrower’s
corporate powers, have been duly authorized by all necessary action, and do not
contravene (i) the Borrower’s certificate of incorporation or by-laws, (ii) law
binding or affecting the Borrower or (iii) any contractual restriction
binding on or affecting the Borrower or any of its properties.

     

    (c) This
Agreement has been duly executed and delivered by the Borrower.  This
Agreement is the legal, valid and binding obligation of the Borrower enforceable
against the Borrower in accordance with its terms, except as the enforceability
thereof may be limited by bankruptcy, insolvency, fraudulent conveyance or other
similar laws affecting the enforcement of creditors’ rights in general, and
except as the availability of the remedy of specific performance is subject to
general principles of equity (regardless of whether such remedy is sought in a
proceeding in equity or at law) and subject to requirements of reasonableness,
good faith and fair dealing.

     

    (d) No
authorization or approval or other action by, and no notice to or filing with,
any governmental authority or regulatory body or any other third party is
required for the due execution, delivery and performance by the Borrower of this
Agreement.

     

    (e) There is
no pending or threatened action, suit, investigation, litigation or proceeding,
including, without limitation, any Environmental Action, affecting the Borrower
or any of its Significant Subsidiaries before any court, governmental agency or
arbitrator that is reasonably likely to have a Material Adverse Effect, except
as disclosed in the Disclosure Documents.

     

    (f) The
consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as
at December 31, 2007, and the related consolidated statements of income and cash
flows of the Borrower and its Consolidated Subsidiaries for the fiscal year then
ended, accompanied by an opinion of Deloitte & Touche LLP, an independent
registered public accounting firm, copies of each of which have been furnished
to each Lender, fairly present the consolidated financial condition of the
Borrower and its Consolidated Subsidiaries as at such date and the consolidated
results of the operations of the Borrower and its Consolidated Subsidiaries for
the period ended on such date, all in accordance with generally accepted
accounting principles consistently applied.  Since December 31, 2007,
there has been no Material Adverse Change.

     

    (g) No
written statement, information, report, financial statement, exhibit or schedule
furnished by or on behalf of the Borrower to the Administrative Agent, any
Lender or any LC Issuing Bank in connection with the syndication or negotiation
of this Agreement or included herein or delivered pursuant hereto contained,
contains, or will contain any material misstatement of fact or intentionally
omitted, omits, or will omit to state any material fact necessary to make the
statements therein, in the light of the circumstances under which they were,
are, or will be made, not misleading.

     

    (h) Except as
disclosed in the Disclosure Documents, the Borrower and each Significant
Subsidiary is in material compliance with all laws (including ERISA and
Environmental Laws) rules, regulations and orders of any governmental authority
applicable to it.

     

    (i) No
accumulated funding deficiency (as defined in Section 302 of ERISA and Section
412 of the Internal Revenue Code) that could reasonably be expected to have a
Material Adverse Effect, whether or not waived, exists with respect to any
Plan.  The Borrower has not incurred, and does not presently expect to
incur, any withdrawal liability under Title IV of ERISA with respect to any
Multiemployer Plan that could reasonably be expected to have a Material Adverse
Effect.  The Borrower and each of its ERISA Affiliates have complied
in all material respects with ERISA and the Internal Revenue
Code.  The Borrower and each of its Subsidiaries have complied in all
material respects with foreign law applicable to its Foreign Plans, if
any.  As used herein, the term “Plan”
shall mean an “employee pension benefit plan” (as defined in Section 3 of ERISA)
which is and has been established or maintained, or to which contributions are
or have been made or should be made according to the terms of the plan by the
Borrower or any of its ERISA Affiliates.  The term “Multiemployer
Plan” shall mean any Plan which is a “multiemployer plan” (as such term
is defined in Section 4001(a)(3) of ERISA).  The term “Foreign
Plan” shall mean any pension, profit-sharing, deferred compensation, or
other employee benefit plan, program or arrangement maintained by any entity
subsidiary which, under applicable local foreign law, is required to be funded
through a trust or other funding vehicle.

     

    (j) The
Borrower and its Subsidiaries have filed or caused to be filed all material
Federal, state and local tax returns that are required to be filed by them, and
have paid or caused to be paid all material taxes shown to be due and payable on
such returns or on any assessments received by them (to the extent that such
taxes and assessments have become due and payable) other than those taxes
contested in good faith and for which adequate reserves have been established in
accordance with GAAP.

     

    (k) The
Borrower is not engaged in the business of extending credit for the purpose of
buying or carrying Margin Stock, and no proceeds of any Advance will be used to
buy or carry any Margin Stock or to extend credit to others for the purpose of
buying or carrying any Margin Stock.  Not more than 25% of the assets
of the Borrower subject to the restrictions of Section 5.02(a), (c) or (d)
constitutes Margin Stock.

     

    (l) Neither
the Borrower nor any Significant Subsidiary is an “investment company,” or an
“affiliated person” of, or “promoter” or “principal underwriter” for, an
“investment company,” as such terms are defined in the Investment Company Act of
1940, as amended.  Neither the making of any Extension of Credit, the
application of the proceeds or repayment thereof by the Borrower nor the
consummation of the other transactions contemplated hereby will violate any
provision of such Act or any rule, regulation or order of the SEC
thereunder.

     

    (m) All
Significant Subsidiaries as of the date hereof are listed on Schedule 4.01(m)
hereto.

     

     

    ARTICLE
V

     

     

    COVENANTS
OF THE BORROWER

     

    SECTION
5.01. Affirmative
Covenants.

     

    So long
as any Advance or any other amount payable hereunder shall remain unpaid, any
Letter of Credit shall remain outstanding or any Lender shall have any
Commitment hereunder, the Borrower will:

     

    (a) Preservation of
Existence, Etc.  Preserve and maintain, and cause each
Significant Subsidiary to preserve and maintain, its corporate, partnership or
limited liability company (as the case may be) existence and all material rights
(charter and statutory) and franchises; provided, however, that the Borrower
and any Significant Subsidiary may consummate any merger or consolidation
permitted under Section 5.02(a); and provided further that neither the
Borrower nor any Significant Subsidiary shall be required to preserve any right
or franchise if (i) the board of directors of the Borrower or such Significant
Subsidiary, as the case may be, shall determine that the preservation thereof is
no longer desirable in the conduct of the business of the Borrower or such
Significant Subsidiary, as the case may be, and that the loss thereof is not
disadvantageous in any material respect to the Borrower or such Significant
Subsidiary, as the case may be, or to the Lenders; (ii) required in connection
with or pursuant to any Restructuring Law; or (iii) required in connection with
the RTO Transaction; and provided further, that no Significant
Subsidiary shall be required to preserve and maintain its corporate existence if
(x) the loss thereof is not disadvantageous in any material respect to the
Borrower or to the Lenders or (y) required in connection with or pursuant to any
Restructuring Law or (z) required in connection with the RTO
Transaction.

     

    (b) Compliance with
Laws, Etc.  Comply, and cause each Significant Subsidiary to
comply, in all material respects, with Applicable Law, with such compliance to
include, without limitation, compliance with ERISA and Environmental
Laws.

     

    (c) Performance and
Compliance with Other Agreements.  Perform and comply, and
cause each Significant Subsidiary to perform and comply, with the provisions of
each indenture, credit agreement, contract or other agreement by which it is
bound, the non-performance or non-compliance with which would result in a
Material Adverse Change.

     

    (d) Inspection
Rights.  At any reasonable time and from time to time, permit
the Administrative Agent, any LC Issuing Bank or any Lender or any agents or
representatives thereof to examine and make copies of and abstracts from the
records and books of account of, and visit the properties of, the Borrower and
any Significant Subsidiary and to discuss the affairs, finances and accounts of
the Borrower and any Significant Subsidiary with any of their officers or
directors and with their independent certified public accountants.

     

    (e) Maintenance of
Properties, Etc.  Maintain and preserve, and cause each
Significant Subsidiary to maintain and preserve, all of its properties that are
used or useful in the conduct of its business in good working order and
condition, ordinary wear and tear excepted and except as required in connection
with or pursuant to any Restructuring Law or in connection with RTO
Transaction.

     

    (f) Maintenance of
Insurance.  Maintain, and cause each Significant Subsidiary to
maintain, insurance with responsible and reputable insurance companies or
associations in such amounts and covering such risks as is usually carried by
companies engaged in similar businesses and owning similar properties; provided, however, that the Borrower
and each Significant Subsidiary may self-insure to the same extent as other
companies engaged in similar businesses and owning similar properties and to the
extent consistent with prudent business practice.

     

    (g) Payment of Taxes,
Etc.  Pay and discharge, and cause each of its Subsidiaries to
pay and discharge, before the same shall become delinquent, (i) all taxes,
assessments and governmental charges or levies imposed upon it or upon its
property and (ii) all lawful claims that, if unpaid, might by law become a Lien
upon its property; provided, however, that neither the
Borrower nor any of its Subsidiaries shall be required to pay or discharge any
such tax, assessment, charge or claim that is being contested in good faith and
by proper proceedings and as to which adequate reserves are being maintained in
accordance with GAAP, unless and until any Lien resulting therefrom attaches to
its property and becomes enforceable against its other creditors.

     

    (h) Keeping of
Books.  Keep, and cause each Significant Subsidiary to keep,
proper books of record and account, in which full and correct entries shall be
made of all financial transactions and the assets and business of the Borrower
and each such Significant Subsidiary in accordance with GAAP.

     

    (i) Reporting
Requirements.  Furnish to the Lenders:

     

    (i) as soon
as available and in any event within 60 days after the end of each of the first
three quarters of each fiscal year of the Borrower, a copy of the Borrower’s
Quarterly Report on Form 10-Q for such quarter, as filed with the SEC, which
shall contain a consolidated balance sheet of the Borrower and its Subsidiaries
as of the end of such quarter and consolidated statements of income and cash
flows of the Borrower and its Subsidiaries for the period commencing at the end
of the previous fiscal year and ending with the end of such quarter, duly
certified (subject to year-end audit adjustments) by the chief financial
officer, chief accounting officer, treasurer or assistant treasurer of the
Borrower as having been prepared in accordance with generally accepted
accounting principles and a certificate of the chief financial officer, chief
accounting officer, treasurer or assistant treasurer of the Borrower as to
compliance with the terms of this Agreement and setting forth in reasonable
detail the calculations necessary to demonstrate compliance with Section 5.03,
provided that in the
event of any change in GAAP used in the preparation of such financial
statements, the Borrower shall also provide, if necessary for the determination
of compliance with Section 5.03, a statement of reconciliation conforming such
financial statements to GAAP in effect on the date hereof;

     

    (ii) as soon
as available and in any event within 120 days after the end of each fiscal year
of the Borrower, a copy of the Borrower’s Annual Report on Form 10-K for such
year, as filed with the SEC, which shall contain a copy of the annual audit
report for such year for the Borrower and its Subsidiaries, containing a
consolidated balance sheet of the Borrower and its Subsidiaries as of the end of
such fiscal year and consolidated statements of income and cash flows of the
Borrower and its Subsidiaries for such fiscal year, in each case accompanied by
an opinion by Deloitte & Touche LLP or another independent registered public
accounting firm acceptable to the Required Lenders, and consolidating statements
of income and cash flows of the Borrower and its Subsidiaries for such fiscal
year, and a certificate of the chief financial officer, chief accounting
officer, treasurer or assistant treasurer of the Borrower as to compliance with
the terms of this Agreement and setting forth in reasonable detail the
calculations necessary to demonstrate compliance with Section 5.03, provided that in the event of
any change in GAAP used in the preparation of such financial statements, the
Borrower shall also provide, if necessary for the determination of compliance
with Section 5.03, a statement of reconciliation conforming such financial
statements to GAAP in effect on the date hereof;

     

    (iii) as soon
as possible and in any event within five days after the chief financial officer
or treasurer of the Borrower obtains knowledge of the occurrence of each Default
continuing on the date of such statement, a statement of the chief financial
officer or treasurer of the Borrower setting forth details of such Default and
the action that the Borrower has taken and proposes to take with respect
thereto;

     

    (iv) promptly
after the sending or filing thereof, copies of all Reports on Form 8-K that the
Borrower or any Significant Subsidiary files with the Securities and Exchange
Commission or any national securities exchange;

     

    (v) promptly
after the commencement thereof, notice of all actions and proceedings before any
court, governmental agency or arbitrator affecting the Borrower or any
Significant Subsidiary of the type described in Section 4.01(e);

     

    (vi) such
other information respecting the Borrower or any of its Subsidiaries as any
Lender through the Administrative Agent may from time to time reasonably
request.

     

    Notwithstanding
the foregoing, the information required to be delivered pursuant to clauses (i),
(ii) and (iv) shall be deemed to have been delivered if such information shall
be available on the website of the Securities and Exchange Commission at
http://www.sec.gov or any successor website.

    


    SECTION
5.02. Negative
Covenants.

     

    So long
as any Advance or any other amount payable hereunder shall remain unpaid, any
Letter of Credit shall remain outstanding or any Lender shall have any
Commitment hereunder, the Borrower agrees that it will not:

     

    (a) Mergers,
Etc.  Merge or consolidate with or into any Person, or permit
any Significant Subsidiary to do so, except that (i) any Subsidiary may merge or
consolidate with or into any other Subsidiary of the Borrower, (ii) any
Subsidiary may merge into the Borrower, (iii) any Significant Subsidiary may
merge with or into any other Person so long as such Significant Subsidiary
continues to be a Significant Subsidiary of the Borrower and (iv) the Borrower
may merge with any other Person so long as the successor entity (if other than
the Borrower) assumes, in form reasonably satisfactory to the Administrative
Agent, all of the obligations of the Borrower under this Agreement and has
long-term senior unsecured debt ratings issued (and confirmed after giving
effect to such merger) by S&P or Moody’s of at least BBB- and Baa3,
respectively (or if no such ratings have been issued, commercial paper ratings
issued (and confirmed after giving effect to such merger) by S&P and Moody’s
of at least A-3 and P-3, respectively), provided, in each case, that
no Default shall have occurred and be continuing at the time of such proposed
transaction or would result therefrom.

     

    (b) Stock of
Significant Subsidiaries.  Sell, lease, transfer or otherwise
dispose of, other than in connection with an RTO Transaction or any
Restructuring Law, equity interests in any Significant Subsidiary of the
Borrower (other than AEP Resources, Inc.) if such Significant Subsidiary would
cease to be a Subsidiary as a result of such sale, lease, transfer or
disposition.

     

    (c) Sales, Etc. of
Assets.  Sell, lease, transfer or otherwise dispose of, or
permit any Significant Subsidiary (other than AEP Resources, Inc., AEP Energy
Services, Inc. or CSW Energy, Inc.) to sell, lease, transfer or otherwise
dispose of, any assets, or grant any option or other right to purchase, lease or
otherwise acquire any assets, except (i) sales in the ordinary course of its
business, (ii) sales, leases, transfers or dispositions of assets to any Person
that is not a wholly-owned Subsidiary of the Borrower that in the aggregate do
not exceed 20% of the Consolidated Tangible Net Assets of the Borrower and its
Subsidiaries, whether in one transaction or a series of transactions, (iii)
other sales, leases, transfers and dispositions made in connection with an RTO
Transaction or pursuant to the requirements of any Restructuring Law or to a
wholly owned Subsidiary of the Borrower, or (iv) sales of pollution control
assets to a state or local government or any political subdivision or agency
thereof in connection with any transaction with such Person pursuant to which
such Person sells or otherwise transfers such pollution control assets back to
the Borrower or a Subsidiary under an installment sale or similar agreement, in
each case in connection with the issuance of pollution control or similar
bonds.

     

    (d) Liens,
Etc.  Create or suffer to exist, or permit any Significant
Subsidiary to create or suffer to exist, any Lien on or with respect to any of
its properties, including, without limitation, on or with respect to equity
interests in any Subsidiary of the Borrower, whether now owned or hereafter
acquired, or assign, or permit any Significant Subsidiary to assign, any right
to receive income (other than in connection with Stranded Cost Recovery Bonds
and the sale of accounts receivable by the Borrower), other than (i) Permitted
Liens, (ii) the Liens existing on the date hereof, and (iii) the replacement,
extension or renewal of any Lien permitted by clause (ii) above upon or in the
same property theretofore subject thereto or the replacement, extension or
renewal (without increase in the amount or change in any direct or contingent
obligor) of the Debt secured thereby.

     

    (e) Restrictive
Agreements.  Enter into, or permit any Significant Subsidiary
to enter into (except in connection with or pursuant to any Restructuring Law),
any agreement after the date hereof, or amend, supplement or otherwise modify
any agreement existing on the date hereof, that imposes any restriction on the
ability of any Significant Subsidiary to make payments, directly or indirectly,
to its shareholders by way of dividends, advances, repayment of loans or
intercompany charges, expenses and accruals or other returns on investments that
is more restrictive than any such restriction applicable to such Significant
Subsidiary on the date hereof.

     

    (f) ERISA.  (i)
Terminate or withdraw, or permit any of its ERISA Affiliates to terminate or
withdraw, any Plan with respect to which the Borrower or any of its ERISA
Affiliates may have any liability by reason of such termination or withdrawal,
if such termination or withdrawal could have a Material Adverse Effect, (ii)
incur a full or partial withdrawal, or permit any ERISA Affiliate to incur a
full or partial withdrawal, from any Multiemployer Plan with respect to which
the Borrower or any of its ERISA Affiliates may have any liability by reason of
such withdrawal, if such withdrawal could have a Material Adverse Effect, (iii)
otherwise fail, or permit any of its ERISA Affiliates to fail, to comply in all
material respects with ERISA or the related provisions of the Internal Revenue
Code, if such noncompliances, singly or in the aggregate, could have a Material
Adverse Effect, or (iv) fail, or permit any of its Subsidiaries to fail, to
comply with Applicable Law with respect to any Foreign Plan if such
noncompliances, singly or in the aggregate, could have a Material Adverse
Effect.

     

    (g) Use of
Proceeds.  Use the proceeds of any Extension of Credit to buy
or carry Margin Stock.

     

    SECTION
5.03. Financial
Covenant.

     

    So long
as any Advance shall remain unpaid, any Letter of Credit shall remain
outstanding or any Lender shall have any Commitment hereunder, the Borrower will
maintain a ratio of Consolidated Debt to Consolidated Capital, as of the last
day of each March, June, September and December, of not greater than 0.675 to
1.00.

     

     

    ARTICLE
VI

     

     

    EVENTS
OF DEFAULT

     

    SECTION
6.01. Events
of Default.

     

    If any of
the following events (“Events of
Default”) shall occur and be continuing:

     

    (a) The
Borrower shall fail to pay any principal of any Advance when the same becomes
due and payable, or shall fail to pay any interest on any Advance or make any
other payment of fees or other amounts payable under this Agreement within five
days after the same becomes due and payable; or

     

    (b) Any
representation or warranty made by the Borrower herein or by the Borrower (or
any of its officers) in connection with this Agreement shall prove to have been
incorrect in any material respect when made; or

     

    (c) (i) The
Borrower shall fail to perform or observe any term, covenant or agreement
contained in Section 5.01(a), 5.01(i)(iii) or 5.02 (other than Section 5.02(f)),
or (ii) the Borrower shall fail to perform or observe any other term, covenant
or agreement contained in this Agreement or any other Loan Document if such
failure shall remain unremedied for 30 days after written notice thereof shall
have been given to the Borrower by the Administrative Agent or any Lender;
or

     

    (d) Any event
shall occur or condition shall exist under any agreement or instrument relating
to Debt of the Borrower (but excluding Debt outstanding hereunder) or any
Significant Subsidiary outstanding in a principal or notional amount of at least
$50,000,000 in the aggregate if the effect of such event or condition is to
accelerate or require early termination of the maturity or tenor of such Debt,
or any such Debt shall be declared to be due and payable, or required to be
prepaid or redeemed (other than by a regularly scheduled required prepayment or
redemption), terminated, purchased or defeased, or an offer to prepay, redeem,
purchase or defease such Debt shall be required to be made, in each case prior
to the stated maturity or the original tenor thereof; or

     

    (e) The
Borrower or any Significant Subsidiary shall generally not pay its debts as such
debts become due, or shall admit in writing its inability to pay its debts
generally, or shall make a general assignment for the benefit of creditors; or
any proceeding shall be instituted by or against the Borrower or any Significant
Subsidiary seeking to adjudicate it a bankrupt or insolvent, or seeking
liquidation, winding up, reorganization, arrangement, adjustment, protection,
relief, or composition of it or its debts under any law relating to bankruptcy,
insolvency or reorganization or relief of debtors, or seeking the entry of an
order for relief or the appointment of a receiver, trustee, custodian or other
similar official for it or for any substantial part of its property and, in the
case of any such proceeding instituted against it (but not instituted by it),
either such proceeding shall remain undismissed or unstayed for a period of 60
days, or any of the actions sought in such proceeding (including, without
limitation, the entry of an order for relief against, or the appointment of a
receiver, trustee, custodian or other similar official for, it or for any
substantial part of its property) shall occur; or the Borrower or any
Significant Subsidiary shall take any corporate action to authorize any of the
actions set forth above in this subsection (e); or

     

    (f)   (i) Any
entity, person (within the meaning of Section 14(d) of the Securities Exchange
Act of 1934, as amended (the “Exchange
Act”)) or group (within the meaning of Section 13(d)(3) or 14(d)(2) of
the Exchange Act) that as of the date hereof was beneficial owner (as defined in
Rule 13d-3 under the Exchange Act) of less than 30% of the Borrower’s Voting
Stock shall acquire a beneficial ownership (within the meaning of Rule 13d-3 of
the SEC under the Exchange Act), directly or indirectly, of Voting Stock of the
Borrower (or other securities convertible into such Voting Stock) representing
30% or more of the combined voting power of all Voting Stock of the Borrower; or
(ii) during any period of up to 24 consecutive months, commencing after the date
hereof, individuals who at the beginning of such 24-month period were directors
of the Borrower shall cease for any reason to constitute a majority of the board
of directors of the Borrower, provided that any person
becoming a director subsequent to the date hereof, whose election, or nomination
for election by the Borrower’s shareholders, was approved by a vote of at least
a majority of the directors of the board of directors of the Borrower as
comprised as of the date hereof (other than the election or nomination of an
individual whose initial assumption of office is in connection with an actual or
threatened election contest relating to the election of the directors of the
Borrower) shall be, for purposes of this provision, considered as though such
person were a member of the board as of the date hereof; or

     

    (g) Any
judgment or order for the payment of money in excess of $50,000,000 in the case
of the Borrower or any Significant Subsidiary to the extent not paid or insured
shall be rendered against the Borrower or any Significant Subsidiary and either
(i) enforcement proceedings shall have been commenced by any creditor upon such
judgment or order or (ii) there shall be any period of 30 consecutive days
during which a stay of enforcement of such judgment or order, by reason of a
pending appeal or otherwise, shall not be in effect; or

     

    (h) Any ERISA
Event shall have occurred and the liability of the Borrower and its ERISA
Affiliates related to such ERISA Event exceeds $50,000,000;

     

    then, and
in any such event, the Administrative Agent (i) shall at the request, or may
with the consent, of the Required Lenders, by notice to the Borrower, declare
the obligation of each Lender to make Extensions of Credit to the Borrower to be
terminated, whereupon the same shall forthwith terminate, and (ii) shall at the
request, or may with the consent, of the Required Lenders, by notice to the
Borrower, declare the outstanding Borrowings, all interest thereon and all other
amounts payable under this Agreement to be forthwith due and payable, whereupon
the outstanding Borrowings, all such interest and all such amounts shall become
and be forthwith due and payable by the Borrower, without presentment, demand,
protest or further notice of any kind, all of which are hereby expressly waived
by the Borrower; provided, however, that in the event of
an actual or deemed entry of an order for relief with respect to the Borrower
under the Federal Bankruptcy Code, (A) the obligation of each Lender to make
Extensions of Credit to the Borrower shall automatically be terminated and (B)
the outstanding Borrowings to the Borrower, all such interest and all such
amounts shall automatically become and be due and payable, without presentment,
demand, protest or any notice of any kind, all of which are hereby expressly
waived by the Borrower.

     

     

    ARTICLE
VII

     

     

    THE
ADMINISTRATIVE AGENT

     

    SECTION
7.01. Authorization
and Action.

     

    Each
Lender hereby appoints and authorizes the Administrative Agent to take such
action as agent on its behalf and to exercise such powers and discretion under
this Agreement as are delegated to the Administrative Agent by the terms hereof,
together with such powers and discretion as are reasonably incidental
thereto.  As to any matters expressly provided for in this Agreement
as being subject to the discretion of the Administrative Agent, such matters
shall be subject to the sole discretion of the Administrative Agent, its
directors, officers, agents and employees.  As to any matters not
expressly provided for by this Agreement (including, without limitation,
enforcement or collection of the outstanding Borrowings), the Administrative
Agent shall not be required to exercise any discretion or take any action, but
shall be required to act or to refrain from acting (and shall be fully protected
in so acting or refraining from acting) upon the instructions of the Required
Lenders, and such instructions shall be binding upon all Lenders; provided, however, that the
Administrative Agent shall not be required to take any action that exposes the
Administrative Agent to personal liability or that is contrary to this Agreement
or Applicable Law.  The Administrative Agent agrees to give to each
Lender prompt notice of each notice given to it by the Borrower pursuant to the
terms of this Agreement.

     

    SECTION
7.02. Agent’s
Reliance, Etc.

     

    Neither
the Administrative Agent nor any of its respective directors, officers, agents
or employees shall be liable for any action taken or omitted to be taken by it
or them under or in connection with this Agreement, except for its or their own
gross negligence or willful misconduct.  Without limitation of the
generality of the foregoing, the Administrative Agent:  (i) may treat
each Lender recorded in the Register as the owner of the Commitment recorded for
such Lender in the Register until the Administrative Agent receives and accepts
an Assignment and Acceptance entered into by such Lender, as assignor, and an
Eligible Assignee, as assignee, as provided in Section 8.07; (ii) may consult
with legal counsel (including counsel for the Borrower), independent public
accountants and other experts selected by it and shall not be liable for any
action taken or omitted to be taken in good faith by it in accordance with the
advice of such counsel, accountants or experts; (iii) makes no warranty or
representation to any Lender and shall not be responsible to any Lender for any
statements, warranties or representations (whether written or oral) made in or
in connection with this Agreement; (iv) shall not have any duty to ascertain or
to inquire as to the performance or observance of any of the terms, covenants or
conditions of this Agreement on the part of any Lender or to inspect the
property (including the books and records) of any Lender; (v) shall not be
responsible to any Lender for the due execution, legality, validity,
enforceability, genuineness, sufficiency or value of, this Agreement or any
other instrument or document furnished pursuant thereto; and (vi) shall incur no
liability under or in respect of this Agreement by acting upon any notice,
consent, certificate or other instrument or writing (which may be by telegram,
telecopy or telex) believed by it to be genuine and signed or sent by the proper
party or parties.

     

    SECTION
7.03. JPMorgan
Chase and its Affiliates.

     

    With
respect to its Commitments and the Advances made by it, JPMorgan Chase shall
have the same rights and powers under this Agreement as any other Lender and may
exercise the same as though it were not the Administrative Agent; and the term
“Lender” or “Lenders” shall, unless otherwise expressly indicated, include
JPMorgan Chase in its individual capacity.  JPMorgan Chase and its
Affiliates may accept deposits from, lend money to, act as trustee under
indentures of, accept investment banking engagements from and generally engage
in any kind of business with, any Lender, any of its Subsidiaries and any Person
who may do business with or own securities of any Lender or any such Subsidiary,
all as if JPMorgan Chase were not the Administrative Agent and without any duty
to account therefor to the Lenders.

     

    SECTION
7.04. Lender
Credit Decision.

     

    Each
Lender acknowledges that it has, independently and without reliance upon the
Administrative Agent or any other Lender and based on the financial statements
referred to in Section 4.01 and such other documents and information as it has
deemed appropriate, made its own credit analysis and decision to enter into this
Agreement.  Each Lender also acknowledges 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 decisions in taking or not taking action under
this Agreement.

     

    SECTION
7.05. Indemnification.

     

    Each
Lender severally agrees to indemnify the Administrative Agent (to the extent not
promptly reimbursed by the Borrower) from and against such Lender’s ratable
share (determined as provided below) of any and all liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses or
disbursements of any kind or nature whatsoever that may be imposed on, incurred
by, or asserted against the Administrative Agent in any way relating to or
arising out of this Agreement or any action taken or omitted by the
Administrative Agent under this Agreement; provided, however, that no Lender shall
be liable for any portion of such liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements resulting
from the Administrative Agent’s gross negligence or willful
misconduct.  Without limitation of the foregoing, each Lender agrees
to reimburse the Administrative Agent promptly upon demand for its ratable share
of any costs and expenses (including, without limitation, fees and reasonable
expenses of counsel) payable by the Borrower under Section 8.04, to the extent
that the Administrative Agent is not promptly reimbursed for such costs and
expenses by the Borrower after request therefor.  For purposes of this
Section 7.05, the Lenders’ respective ratable shares of any amount shall be
determined, at any time, according to the sum of (i) the aggregate principal
amount of the Advances outstanding at such time and owing to the respective
Lenders and (ii) the aggregate unused portions of their respective Commitments
at such time.  In the event that any Lender shall have failed to make
any Advance as required hereunder, such Lender’s Commitment shall be considered
to be unused for purposes of this Section 7.05 to the extent of the amount of
such Advance.  The failure of any Lender to reimburse the
Administrative Agent promptly upon demand for its ratable share of any amount
required to be paid by the Lender to the Administrative Agent as provided herein
shall not relieve any other Lender of its obligation hereunder to reimburse the
Administrative Agent for its ratable share of such amount, but no Lender shall
be responsible for the failure of any other Lender to reimburse the
Administrative Agent for such other Lender’s ratable share of such
amount.  Without prejudice to the survival of any other agreement of
any Lender hereunder, the agreement and obligations of each Lender contained in
this Section 7.05 shall survive the payment in full of principal, interest and
all other amounts payable hereunder.

     

    SECTION
7.06. Successor
Agent.

     

    The
Administrative Agent may resign at any time by giving written notice thereof to
the Lenders and the Borrower and may be removed at any time with or without
cause by the Required Lenders.  Upon any such resignation or removal,
the Required Lenders shall have the right to appoint a successor Agent to the
Administrative Agent that has resigned or been removed.  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
retiring Administrative Agent’s giving of notice of resignation or the Required
Lenders’ removal of such retiring Administrative Agent, then such retiring
Administrative Agent may, on behalf of the Lenders, appoint a successor
Administrative Agent, which shall be a commercial bank organized under the laws
of the United States or of any State thereof and having a combined capital and
surplus of at least $500,000,000.  Upon the acceptance of any
appointment as Administrative Agent hereunder by a successor Agent, such
successor Administrative Agent shall succeed to and become vested with all the
rights, powers, discretion, privileges and duties of the retiring Administrative
Agent, and the retiring Administrative Agent shall be discharged from its duties
and obligations under this Agreement. After any retiring Administrative Agent’s
resignation or removal hereunder as Administrative Agent, the provisions of this
Article VII shall inure to its benefit as to any actions taken or omitted to be
taken by it while it was Administrative Agent under this Agreement.

     

     

    ARTICLE
VIII

     

     

    MISCELLANEOUS

     

    SECTION
8.01. Amendments,
Etc.

     

    No
amendment or waiver of any provision of this Agreement, nor consent to any
departure by the Borrower therefrom, shall in any event be effective unless the
same shall be in writing and signed by the Required Lenders and the Borrower,
and then such waiver or consent shall be effective only in the specific instance
and for the specific purpose for which given; provided, however, that no amendment,
waiver or consent shall, unless in writing and signed by all the Lenders, do any
of the following: (i) amend Section 3.01 or 3.02 or waive any of the conditions
specified therein, (ii) increase the Commitment of any Lender or extend the
Commitments, or subject any Lender to any additional obligations, (iii) reduce
the principal of, or interest on, the outstanding Advances or any fees or other
amounts payable hereunder, (iv) postpone any date fixed for any payment of
principal of, or interest on, the outstanding Advances, reimbursement
obligations or any fees or other amounts payable hereunder, (v) change the
percentage of the Commitments or of the aggregate unpaid principal amount of the
outstanding Borrowings, or the number or the percentage of Lenders, that shall
be required for the Lenders or any of them to take any action hereunder or (vi)
amend or waive this Section 8.01 or any provision of this Agreement that
requires pro rata treatment of the Lenders; and provided further that no amendment,
waiver or consent shall, unless in writing and signed by the Administrative
Agent or any LC Issuing Bank in addition to the Lenders required above to take
such action, affect the rights or duties of the Administrative Agent or such LC
Issuing Bank, as the case may be, under this
Agreement.  Notwithstanding the foregoing, any provision of this
Agreement may be amended by an agreement in writing entered into by the
Borrower, the Required Lenders and the Administrative Agent if (i) by the terms
of such agreement the Commitment of each Lender or LC Issuing Bank not
consenting to the amendment provided for therein shall terminate (but such
Lender or LC Issuing Bank shall continue to be entitled to the benefits of
Sections 2.14, 2.17 and 8.04) upon the effectiveness of such amendment and (ii)
at the time such amendment becomes effective, each Lender or LC Issuing Bank not
consenting thereto receives payment in full of the principal amount of and
interest accrued on each Advance made by it or any Letter of Credit issued by it
and outstanding, as the case may be, and all other amounts owing to it or
accrued for its account under this Agreement and is released from its
obligations hereunder.

     

    SECTION
8.02. Notices,
Etc.

     

    (a) The
Borrower hereby agrees that any notice that is required to be delivered to it
hereunder shall be delivered to the Borrower as set forth in this Section
8.02.  All notices and other communications provided for hereunder
shall be in writing (including telecopier, telegraphic or telex communication)
and mailed, telecopied, telegraphed, telexed or delivered, if to the Borrower at
its address at 1 Riverside Plaza, Columbus, Ohio 43215, Attention: Treasurer
(telecopy: (614) 716-2807; telephone: (614) 716-2885), with a copy to the
General Counsel (telecopy: (614) 716-1687; telephone: (614) 716-2929); if to any
Initial Lender, at its Domestic Lending Office specified opposite its name on
Schedule I hereto; if to any other Lender, at its Domestic Lending Office
specified in the Assignment and Acceptance pursuant to which it became a Lender;
if to the Administrative Agent, at its address at 1111 Fannin Street, 10th
Floor, Houston, Texas 77002, Attention: Rachel Edinburgh, Loan & Agency
Services Deal Management Team (telecopy: (713) 750-2666; telephone: (713)
750-3524); if to any LC Issuing Bank, at such address as shall be designated by
such LC Issuing Bank and notified to the Lenders pursuant to Section 2.03; or,
as to the Borrower or the Administrative Agent, at such other address as shall
be designated by such party in a written notice to the other parties and, as to
each other party, at such other address as shall be designated by such party in
a written notice to the Borrower and the Administrative Agent.  All
such notices and communications shall be effective when delivered or received at
the appropriate address or number to the attention of the appropriate individual
or department, except that notices and communications to the Administrative
Agent pursuant to Article II, III or VII shall not be effective until received
by the Administrative Agent.  Delivery by telecopier of an executed
counterpart of any amendment or waiver of any provision of this Agreement or of
any Exhibit hereto to be executed and delivered hereunder shall be effective as
delivery of a manually executed counterpart thereof.

     

    (b) The
Borrower and the Lenders hereby agree that the Administrative Agent may make any
information required to be delivered under Section 5.01(i)(i), (ii), (iv) and
(v) (the “Communications”)
available to the Lenders by posting the Communications on Intralinks or a
substantially similar electronic transmission systems (the “Platform”).  The
Borrower and the Lenders hereby acknowledge that the distribution of material
through an electronic medium is not necessarily secure and that there are
confidentiality and other risks associated with such distribution.

     

    (c) THE
PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE”.  THE AGENT PARTIES
(AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE
COMMUNICATIONS, OR THE ADEQUACY OF THE PLATFORM AND EXPRESSLY DISCLAIM LIABILITY
FOR ERRORS OR OMISSIONS IN THE COMMUNICATIONS.  NO WARRANTY OF ANY
KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY
OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF
THIRD-PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY THE
AGENT PARTIES IN CONNECTION WITH THE COMMUNICATIONS OR THE
PLATFORM.  IN NO EVENT SHALL THE ADMINISTRATIVE AGENT OR ANY OF ITS
AFFILIATES OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS,
ADVISORS OR REPRESENTATIVES (COLLECTIVELY, “AGENT
PARTIES”) HAVE ANY LIABILITY TO THE BORROWER, ANY LENDER OR ANY OTHER
PERSON OR ENTITY FOR DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, DIRECT
OR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES
(WHETHER IN TORT, CONTRACT OR OTHERWISE) ARISING OUT OF THE BORROWER’S OR THE
ADMINISTRATIVE AGENT’S TRANSMISSION OF COMMUNICATIONS THROUGH THE INTERNET,
EXCEPT TO THE EXTENT THE LIABILITY OF ANY AGENT PARTY IS FOUND IN A FINAL,
NON-APPEALABLE JUDGMENT BY A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED
PRIMARILY FROM SUCH AGENT PARTY’S GROSS NEGLIGENCE OR WILLFUL
MISCONDUCT.

     

    The
Administrative Agent agrees that the receipt of the Communications by the
Administrative Agent at its e-mail address set forth above shall constitute
effective delivery of the Communications to the Administrative Agent for
purposes of the Loan Documents.  Each Lender agrees that notice to it
(as provided in the next sentence) specifying that the Communications have been
posted to the Platform shall constitute effective delivery of the Communications
to such Lender for purposes of the Loan Documents.  Each Lender agrees
(i) to notify the Administrative Agent in writing (including by electronic
communication) from time to time of such Lender’s e-mail address to which the
foregoing notice may be sent by electronic transmission and (ii) that the
foregoing notice may be sent to such e-mail address.

     

    Nothing
herein shall prejudice the right of the Administrative Agent or any Lender to
give any notice or other communication pursuant to any Loan Document in any
other manner specified in such Loan Document.

     

    SECTION
8.03. No
Waiver; Remedies.

     

    No
failure on the part of any Lender or the Administrative Agent to exercise, and
no delay in exercising, any right hereunder shall operate as a waiver thereof;
nor shall any single or partial exercise of any such right preclude any other or
further exercise thereof or the exercise of any other right.  The
remedies herein provided are cumulative and not exclusive of any remedies
provided by law.

     

    SECTION
8.04. Costs
and Expenses.

     

    (a) The
Borrower agrees to pay promptly upon demand all reasonable out-of-pocket costs
and expenses of the Administrative Agent in connection with the preparation,
execution, delivery, administration, modification and amendment of this
Agreement and the other documents to be delivered hereunder, including, without
limitation, (i) all due diligence, syndication (including printing, distribution
and bank meetings), transportation, computer, duplication, appraisal,
consultant, and audit expenses and (ii) the reasonable fees and expenses of
counsel for the Administrative Agent with respect thereto and with respect to
advising the Administrative Agent as to its rights and responsibilities under
this Agreement.  The Borrower further agrees to pay promptly upon
demand all costs and expenses of the Administrative Agent and the Lenders, if
any (including, without limitation, counsel fees and expenses), in connection
with the enforcement (whether through negotiations, legal proceedings or
otherwise) of this Agreement and the other documents to be delivered hereunder,
including, without limitation, reasonable fees and expenses of counsel for the
Administrative Agent and the Lenders in connection with the enforcement of
rights under this Section 8.04(a).

     

    (b) The
Borrower agrees to indemnify and hold harmless each Lender, the Administrative
Agent and each of their respective Affiliates and their officers, directors,
controlling persons, employees, agents and advisors (each, an “Indemnified
Party”) from and against any and all claims, damages, losses and
liabilities, joint or several, to which any such Indemnified Party may become
subject, in each case arising out of or in connection with or relating to
(including, without limitation, in connection with any investigation, litigation
or proceeding or preparation of a defense in connection therewith) (i) this
Agreement, any of the transactions contemplated herein or the actual or proposed
use of the proceeds of the Extensions of Credit (ii) any error or omission in
connection with posting of the data required to be delivered pursuant to Section
5.01(i)(i), (ii) or (iv) on the website of the Securities and Exchange
Commission or any successor website or (iii) the actual or alleged presence of
Hazardous Materials on any property of the Borrower or any of its Subsidiaries
or any Environmental Action relating in any way to the Borrower or any of its
Subsidiaries, and to reimburse any Indemnified Party for any and all reasonable
expenses (including, without limitation, reasonable fees and expenses of
counsel) as they are incurred in connection with the investigation of or
preparation for or defense of any pending or threatened claim or any action or
proceeding arising therefrom, whether or not such Indemnified Party is a party
and whether or not such claim, action or proceeding is initiated or brought by
or on behalf of the Borrower or any of its Affiliates and whether or not any of
the transactions contemplated hereby are consummated or this Agreement is
terminated, except to the extent such claim, damage, loss, liability or expense
is found in a judgment by a court of competent jurisdiction to have resulted
from such Indemnified Party’s gross negligence or willful
misconduct.  In the case of an investigation, litigation or other
proceeding to which the indemnity in this Section 8.04(b) applies, such
indemnity shall be effective whether or not such investigation, litigation or
proceeding is brought by the Borrower, its directors, shareholders or creditors
or an Indemnified Party or any other Person or any Indemnified Party is
otherwise a party thereto and whether or not the transactions contemplated
hereby are consummated.  The Borrower agrees not to assert any claim
against the Administrative Agent, any Lender, any of their respective
Affiliates, or any of their respective directors, officers, employees, attorneys
and agents, on any theory of liability, for special, indirect, consequential or
punitive damages arising out of or otherwise relating to this Agreement, any of
the transactions contemplated herein or the actual or proposed use of the
proceeds of the Extensions of Credit.

     

    (c) If any
payment of principal of, or Conversion of, any Eurodollar Rate Advance is made
by the Borrower to or for the account of a Lender other than on the last day of
the Interest Period for such Advance, as a result of a payment or Conversion
pursuant to Section 2.08, 2.11(e), 2.14 or 2.16, acceleration of the maturity of
the outstanding Borrowings pursuant to Section 6.01 or for any other reason (in
the case of any such payment or Conversion), the Borrower shall, promptly upon
demand by such Lender (with a copy of such demand to the Administrative Agent),
pay to the Administrative Agent for the account of such Lender any amounts
required to compensate such Lender for any additional losses, costs or expenses
that it may reasonably incur as a result of such payment or Conversion,
including, without limitation, any loss (other than loss of Applicable Margin),
cost or expense incurred by reason of the liquidation or reemployment of
deposits or other funds acquired by any Lender to fund or maintain such
Advance.

     

    (d) Without
prejudice to the survival of any other agreement of the Borrower hereunder, the
respective agreements and obligations of the Borrower contained in Sections
2.15, 2.18 and 8.04 shall survive the payment in full of principal, interest and
all other amounts payable hereunder.

     

    (e) The
Borrower agrees that no Indemnified Party shall have any liability (whether
direct or indirect, in contract or tort or otherwise) to the Borrower or its
respective security holders or creditors related to or arising out of or in
connection with this Agreement, the Extensions of Credit or the use or proposed
use of the proceeds thereof, any of the transactions contemplated by any of the
foregoing or in the loan documentation and the performance by an Indemnified
Party by any of the foregoing except to the extent that any loss, claim, damage,
liability or expense is found in a judgment by a court of competent jurisdiction
to have resulted from such Indemnified Party’s gross negligence or willful
misconduct.

     

    (f) In the
event that an Indemnified Party is requested or required to appear as a witness
in any action brought by or on behalf of or against the Borrower or any of its
Affiliates in which such Indemnified Party is not named as a defendant, the
Borrower agrees to reimburse such Indemnified Party for all reasonable expenses
incurred by it in connection with such Indemnified Party’s appearing and
preparing to appear as such a witness, including, without limitation, the fees
and disbursements of its legal counsel.

     

    SECTION
8.05. Right
of Set-off.

     

    Upon (i)
the occurrence and during the continuance of any Event of Default and (ii) the
making of the request or the granting of the consent specified by Section 6.01
to authorize the Administrative Agent to declare the outstanding Borrowings due
and payable pursuant to the provisions of Section 6.01, each Lender and each of
its Affiliates is hereby authorized at any time and from time to time, to the
fullest extent permitted by law, to set off and apply any and all deposits
(general or special, time or demand, provisional or final) at any time held and
other indebtedness at any time owing by such Lender or such Affiliate to or for
the credit or the account of the Borrower against any and all of the obligations
of the Borrower now or hereafter existing under this Agreement held by such
Lender, whether or not such Lender shall have made any demand under this
Agreement and although such obligations may be unmatured.  Each Lender
agrees promptly to notify the Borrower after any such set-off and application,
provided that the
failure to give such notice shall not affect the validity of such set-off and
application.  The rights of each Lender and its Affiliates under this
Section are in addition to other rights and remedies (including, without
limitation, other rights of set-off) that such Lender and its Affiliates may
have.

     

    SECTION
8.06. Binding
Effect.

     

    This
Agreement shall become effective upon satisfaction of the conditions precedent
specified in Section 3.01 and thereafter shall be binding upon and inure to the
benefit of the Borrower, the Administrative Agent, each Lender and each LC
Issuing Bank (upon its appointment pursuant to Section 2.03(a)) and their
respective successors and assigns, except that the Borrower shall not have the
right to assign its rights hereunder or any interest herein without the prior
written consent of all of the Lenders.

     

    SECTION
8.07. Assignments
and Participations.

     

    (a) Each
Lender may, with the written consent (unless such assignment is to an Affiliate
of such Lender, in which case no such consent, and only notice to the Borrower,
shall be required) of the Administrative Agent, the Borrower (unless a Default
shall have occurred and be continuing) and each LC Issuing Bank (which consents
shall not be unreasonably withheld), assign to one or more Persons all or a
portion of its rights and obligations under this Agreement (including, without
limitation, all or a portion of its Commitment and the Advances owing to it);
provided, however, that (i) each such
assignment shall be of a constant, and not a varying, percentage of all rights
and obligations under this Agreement, (ii) except in the case of an assignment
to a Person that, immediately prior to such assignment, was a Lender or an
assignment of all of a Lender’s rights and obligations under this Agreement, the
amount of the Commitment of the assigning Lender being assigned pursuant to each
such assignment (determined as of the date of the Assignment and Acceptance with
respect to such assignment) shall in no event be less than $10,000,000 or an
integral multiple of $1,000,000 in excess thereof, (iii) each such assignment
shall be to an Eligible Assignee, and (iv) the parties to each such assignment
shall execute and deliver to the Administrative Agent, for its acceptance and
recording in the Register, an Assignment and Acceptance, together with a
processing and recordation fee of $3,500 (to be paid by the assigning Lender or,
in the case of an assignment pursuant to Section 8.07(i), the
Borrower).  Upon such execution, delivery, acceptance and recording,
from and after the effective date specified in each Assignment and Acceptance,
(x) the assignee thereunder shall be a party hereto and, to the extent that
rights and obligations hereunder have been assigned to it pursuant to such
Assignment and Acceptance, have the rights and obligations of a Lender hereunder
and (y) the Lender assignor thereunder shall, to the extent that rights and
obligations hereunder have been assigned by it pursuant to such Assignment and
Acceptance, relinquish its rights and be released from its obligations under
this Agreement (and, in the case of an Assignment and Acceptance covering all or
the remaining portion of an assigning Lender’s rights and obligations under this
Agreement, such Lender shall cease to be a party hereto).

     

    (b) By
executing and delivering an Assignment and Acceptance, the Lender assignor
thereunder and the assignee thereunder confirm to and agree with each other and
the other parties hereto as follows:  (i) other than as provided in
such Assignment and Acceptance, 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 Agreement or
the execution, legality, validity, enforceability, genuineness, sufficiency or
value of this Agreement or any other instrument or document furnished pursuant
hereto; (ii) such assigning Lender 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 this Agreement or any other instrument or document furnished
pursuant hereto; (iii) such assignee confirms that it has received a copy of
this Agreement, together with copies of the financial statements referred to in
Section 4.01 and such other documents and information as it has deemed
appropriate to make its own credit analysis and decision to enter into such
Assignment and Acceptance; (iv) 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 Agreement; (v) such assignee confirms that it is an Eligible
Assignee; (vi) such assignee appoints and authorizes the Administrative Agent to
take such action as agent on its behalf and to exercise such powers and
discretion under this Agreement as are delegated to the Administrative Agent by
the terms hereof, together with such powers and discretion as are reasonably
incidental thereto; and (vii) such assignee agrees that it will perform in
accordance with their terms all of the obligations that by the terms of this
Agreement are required to be performed by it as a Lender.

     

    (c) Upon its
receipt of an Assignment and Acceptance executed by an assigning Lender and an
assignee representing that it is an Eligible Assignee, the Administrative Agent
shall, if such Assignment and Acceptance has been completed and is in
substantially the form of Exhibit C hereto, accept such Assignment and
Acceptance, record the information contained therein in the Register and forward
a copy thereof to the Borrower.

     

    (d) The
Administrative Agent shall maintain at its address referred to in Section 8.02 a
copy of each Assignment and Acceptance 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 Advances 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 Agreement.  The Register shall be available
for inspection by the Borrower, the Administrative Agent or any Lender at any
reasonable time and from time to time upon reasonable prior notice.

     

    (e) Upon
written notice to the Borrower and the Administrative Agent, each Lender may
sell participations to one or more banks or other entities (other than the
Borrower or any of its Affiliates) in or to all or a portion of its rights
and/or obligations under this Agreement (including, without limitation, all or a
portion of its Commitment and the Advances) without the consent of the Borrower,
the Administrative Agent or any Lender; provided, however, that (i) such
Lender’s obligations under this Agreement (including, without limitation, its
Commitment hereunder) shall remain unchanged, (ii) such Lender shall remain
solely responsible to the other parties hereto for the performance of such
obligations, (iii) the Borrower, the Administrative Agent and the other Lenders
shall continue to deal solely and directly with such Lender in connection with
such Lender’s rights and obligations under this Agreement and (iv) no Lender
shall be entitled to receive any greater amount pursuant to Section 2.14 or 2.17
than such Lender would have been entitled to receive had such Lender not sold
such participation.  No Lender may grant to any holder of a
participation in the rights and obligations of such Lender hereunder the right
to require such Lender to take or omit to take any action under this Agreement,
except that such Lender may grant to any such holder the right to require such
holder’s consent to (i) reduce the principal of or interest on the outstanding
Borrowings or the fees or other amounts payable to such Lender hereunder, (ii)
postpone any date fixed for any payment of principal of or interest on the
outstanding Borrowings or the fees payable to such Lender hereunder or (iii)
permit the Borrower to assign any of its obligations under this Agreement to any
other Person.  Each holder of a participation in any rights and
obligations under this Agreement, if and to the extent the applicable
participation agreement so provides, shall, with respect to such participation,
be entitled to all of the rights of a Lender as fully as though it were a Lender
under Sections 2.10(c), 2.14, 2.17 8.01, 8.04(b) and 8.04(c) (subject to any
conditions imposed on each Lender hereunder with respect thereto, including
delivery of the forms and certificates required under Section 2.17(e)); provided, however, that no holder of a
participation shall be entitled to any amounts that would otherwise be payable
to it with respect to its participation under Section 2.14(a) or 2.17 unless (x)
such amounts are payable in respect of a Regulatory Change enacted after the
date the applicable participation agreement was executed or (y) such amounts
would have been payable to the Lender that granted such participation if such
participation had not been granted.  Each Lender selling or granting a
participation shall indemnify the Borrower and the Administrative Agent for any
liabilities for Taxes that the Borrower or the Administrative Agent, as the case
may be, might incur as a result of such Lender’s failure to withhold and pay any
Taxes applicable to payments by such Lender to its participant in respect of
such participation.

     

    (f) Notwithstanding
anything to the contrary contained herein, any Lender (a “Granting
Lender”) may grant to a special purpose funding vehicle (an “SPV”) of
such Granting Lender identified as such in writing from time to time by the
Granting Lender to the Administrative Agent and the Borrower, the option to
provide to the Borrower all or any part of any Advance that such Granting Lender
would otherwise be obligated to make to the Borrower pursuant to this Agreement;
provided that (i)
nothing herein shall constitute a commitment by any such SPV to make any
Advance, (ii) if such SPV elects not to exercise such option or otherwise fails
to provide all or any part of such Advance, the Granting Lender shall be
obligated to make such Advance pursuant to the terms hereof and (iii) no SPV or
Granting Lender shall be entitled to receive any greater amount pursuant to
Section 2.10(c), 2.14 or 2.17 than the Granting Lender would have been entitled
to receive had the Granting Lender not otherwise granted such SPV the option to
provide any Advance to the Borrower.  The making of an Advance by an
SPV hereunder shall utilize the Commitment of the Granting Lender to the same
extent, and as if, such Advance were made by such Granting
Lender.  Each party hereto hereby agrees that no SPV shall be liable
for any indemnity or similar payment obligation under this Agreement for which a
Lender would otherwise be liable so long as, and to the extent that, the related
Granting Lender provides such indemnity or makes such payment.  In
furtherance of the foregoing, each party hereto hereby agrees (which agreement
shall survive the termination of this Agreement) that, prior to the date that is
one year and one day after the payment in full of all outstanding commercial
paper or other senior indebtedness of any SPV, it will not institute against or
join any other Person in instituting against such SPV any bankruptcy,
reorganization, reorganization, arrangement, insolvency or liquidation
proceedings under the laws of the United States or any State
thereof.  Notwithstanding the foregoing, the Granting Lender
unconditionally agrees to indemnify the Borrower, the Administrative Agent and
each Lender against all liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, expenses or disbursements of any kind or
nature whatsoever which may be incurred by or asserted against the Borrower, the
Administrative Agent or such Lender, as the case may be, in any way relating to
or arising as a consequence of any such forbearance or delay in the initiation
of any such proceeding against its SPV.  Each party hereto hereby
acknowledges and agrees that no SPV shall have the rights of a Lender hereunder,
such rights being retained by the applicable Granting
Lender.  Accordingly, and without limiting the foregoing, each party
hereby further acknowledges and agrees that no SPV shall have any voting rights
hereunder and that the voting rights attributable to any Advance made by an SPV
shall be exercised only by the relevant Granting Lender and that each Granting
Lender shall serve as the administrative agent and attorney-in-fact for its SPV
and shall on behalf of its SPV receive any and all payments made for the benefit
of such SPV and take all actions hereunder to the extent, if any, such SPV shall
have any rights hereunder.  In addition, notwithstanding anything to
the contrary contained in this Agreement any SPV may (i) with notice to, but
without the prior written consent of any other party hereto, assign all or a
portion of its interest in any Advances to the Granting Lender and (ii) in
accordance with Section 8.08, disclose on a confidential basis any Confidential
Information relating to its Advances to any rating agency, commercial paper
dealer or provider of any surety, guarantee or credit or liquidity enhancement
to such SPV.  This Section may not be amended without the prior
written consent of each Granting Lender, all or any part of whose Advance is
being funded by an SPV at the time of such amendment.

     

    (g) Any
Lender may, in connection with any assignment, designation, participation or
grant to an SPV or proposed assignment, designation, participation or grant to
an SPV pursuant to this Section 8.07, disclose to the assignee, designee or
participant or proposed assignee, designee or participant, any information
relating to the Borrower furnished to such Lender by or on behalf of the
Borrower; provided
that, prior to any such disclosure, the assignee, designee or participant or
proposed assignee, designee or participant shall agree to preserve the
confidentiality of any Confidential Information relating to the Borrower
received by it from such Lender.

     

    (h) Notwithstanding
any other provision set forth in this Agreement, any Lender may at any time
create a security interest in all or any portion of its rights under this
Agreement in favor of any Federal Reserve Bank in accordance with Regulation A
of the Board of Governors of the Federal Reserve System.

     

    (i) In the
event that any Lender, or any participant of such Lender pursuant to Section
8.07(e), shall have delivered a notice or certificate pursuant to Section 2.15,
or the Borrower shall be required to make additional payments to any Lender
under Section 2.10(c), 2.14 or 2.17, or any Lender shall be a Declining Lender,
the Borrower shall have the right, at its own expense, upon notice to such
Lender, to require such Lender to transfer and assign without recourse (in
accordance with and subject to the restrictions contained in this Section 8.07)
all such Lender’s interests, rights and obligations under this Agreement to
another Eligible Assignee identified by the Borrower and approved by the
Administrative Agent and each LC Issuing Bank (which approval shall not be
unreasonably withheld), which financial institution shall assume such
obligations of such Lender for consideration equal to the outstanding principal
amount of such Lender’s Advances, and if satisfactory arrangements are made for
the payment to such Lender of interest and fees accrued hereunder to the date of
such transfer and all other amounts payable hereunder to such Lender on or prior
to the date of such transfer; provided that (i) no Default
shall have occurred and be continuing, (ii) no such assignment shall conflict
with any law, rule or regulation or order of any governmental authority and
(iii) the Borrower shall have paid to the assignor in immediately available
funds on or prior to the date of such assignment all amounts accrued for the
account of such Lender or owed to it under Section 2.10(c), 2.14 or
2.17.

     

    SECTION
8.08. Confidentiality.

     

    Neither
the Administrative Agent nor any Lender shall disclose any Confidential
Information to any other Person without the consent of the Borrower, other than
(i) to the Administrative Agent’s or such Lender’s Affiliates and their
officers, directors, employees, agents and advisors, to the Administrative Agent
or a Lender and, as contemplated by Section 8.07, to actual or prospective
assignees and participants, and then only on a confidential basis, (ii) as
required by any law, rule or regulation or judicial process, (iii) to any rating
agency when required by it, or to any rating agency, commercial paper dealer or
provider of any surety, guarantee or credit or liquidity enhancement in
connection with a grant to an SPV under Section 8.07(f), provided, that, prior to any
such disclosure, such rating agency, commercial paper dealer or provider shall
undertake to preserve the confidentiality of any Confidential Information
received by it from such Lender, (iv) as requested or required by any state,
federal or foreign authority or examiner regulating banks, banking or other
financial institutions and (v) to direct or indirect counterparties in
connection with swaps or derivatives, and then only on a confidential
basis.

     

    SECTION
8.09. Governing
Law.

     

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

     

    SECTION
8.10. Severability.

     

    In the
event any one or more of the provisions contained in this Agreement should be
held invalid, illegal or unenforceable in any respect, the validity, legality
and enforceability of the remaining provisions contained herein shall not in any
way be affected or impaired hereby.

     

    SECTION
8.11. Execution
in Counterparts.

     

    This
Agreement may be executed in any number of counterparts and by different parties
hereto in separate counterparts, each of which when so executed shall be deemed
to be an original and all of which taken together shall constitute one and the
same agreement.  Delivery of an executed counterpart of a signature
page to this Agreement by telecopier shall be effective as delivery of a
manually executed counterpart of this Agreement.

     

    SECTION
8.12. Jurisdiction,
Etc.

     

    (a) Each of
the parties hereto hereby irrevocably and unconditionally submits, for itself
and its property, to the nonexclusive jurisdiction of any New York State court
or federal court of the United States of America sitting in New York, New York,
and any appellate court from any thereof, in any action or proceeding arising
out of or relating to this Agreement, or for recognition or enforcement of any
judgment, and each of the parties hereto hereby irrevocably and unconditionally
agrees that all claims in respect of any such action or proceeding may be heard
and determined in any such New York State court or, to the extent permitted by
law, in such federal court.  Each of the parties hereto agrees that a
final judgment in any such action or proceeding shall be conclusive and may be
enforced in other jurisdictions by suit on the judgment or in any other manner
provided by law.  Nothing in this Agreement shall affect any right
that any party may otherwise have to bring any action or proceeding relating to
this Agreement in the courts of any jurisdiction.

     

    (b) Each of
the parties hereto irrevocably and unconditionally waives, to the fullest extent
it may legally and effectively do so, any objection that it may now or hereafter
have to the laying of venue of any suit, action or proceeding arising out of or
relating to this Agreement in any New York State or federal
court.  Each of the parties hereto hereby irrevocably waives, to the
fullest extent permitted by law, the defense of an inconvenient forum to the
maintenance of such action or proceeding in any such court.

     

    SECTION
8.13. Waiver
of Jury Trial.

     

    Each of
the Borrower, the Administrative Agent, each LC Issuing Bank and each Lender
hereby irrevocably waives all right to trial by jury in any action, proceeding
or counterclaim (whether based on contract, tort or otherwise) arising out of or
relating to this Agreement or the actions of the Administrative Agent, any LC
Issuing Bank, the Borrower or any Lender in the negotiation, administration,
performance or enforcement thereof.

     

    SECTION
8.14. USA
Patriot Act.

     

    Each
Lender and LC Issuing Bank hereby notifies the Borrower that pursuant to the
requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into
law as of October 26, 2001)) (as amended, restated, modified or otherwise
supplemented from time to time, 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 or LC Issuing Bank, as the case
may be, to identify the Borrower in accordance with the Act.

     

    SECTION
8.15. No
Fiduciary Duty.  .

     

    Each of the Administrative Agent, each
Lender and each of their respective Affiliates and their officers, directors,
controlling persons, employees, agents and advisors (collectively, solely for
purposes of this Section 8.15, the “Lenders”) may
have economic interests that conflict with those of the Borrower.  The
Borrower agrees that nothing in the Loan Documents or otherwise will be deemed
to create an advisory, fiduciary or agency relationship or fiduciary or other
implied duty between the Lenders and the Borrower, its stockholders or its
Affiliates.  The Borrower acknowledges and agrees that (i) the transactions
contemplated by the Loan Documents are arm’s-length commercial transactions
between the Lenders, on the one hand, and the Borrower, on the other, (ii) in
connection therewith and with the process leading to such transaction each of
the Lenders is acting solely as a principal and not the agent or fiduciary of
the Borrower, its management, stockholders, creditors or any other person, (iii)
no Lender has assumed an advisory or fiduciary responsibility in favor of the
Borrower with respect to the transactions contemplated hereby or the process
leading thereto (irrespective of whether any Lender or any of its Affiliates has
advised or is currently advising the Borrower on other matters) or any other
obligation to the Borrower except the obligations expressly set forth in the
Loan Documents and (iv) the Borrower has consulted its own legal and financial
advisors to the extent it deemed appropriate.  The Borrower further
acknowledges and agrees that it is responsible for making its own independent
judgment with respect to such transactions and the process leading
thereto.  The Borrower agrees that it will not claim that any Lender has
rendered advisory services of any nature or respect, or owes a fiduciary or
similar duty to the Borrower, in connection with such transaction or the process
leading thereto.

     

    


     

    [Remainder
of page intentionally left blank.]

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF, each of the parties hereto has caused a counterpart of this
Agreement to be duly executed and delivered as of the date first above
written.

     

    


     

    AMERICAN
ELECTRIC POWER

    COMPANY,
INC.

    


     

    


     

    By:      /s/  Julia A.
Sloat                                                               

    Name:
Julia A. Sloat

                                 
Title:    Treasurer

     

    


     

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    
      	
              JPMORGAN
      CHASE BANK, N.A.

              as
      Administrative Agent and as Lender

               

              By  /s/  Michael
      J.
      DeForge                
                                                                                 

                    Name:   Michael
      J. DeForge

                    Title:  Executive
      Director

               

               

            


    

    


     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    
      	
              CITICORP
      USA, INC.

              as
      Syndication Agent and as Lender

               

               

              By  /s/  Nicholas
      J.
      McKee                 
      

                    Name:  Nicholas
      J. McKee

                   
      Title: Managing Director

               

            


    

    


    


    


    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


     

    
      	
              CALYON,
      NEW YORK BRANCH

              as
      Co-Documentation Agent and Lender

               

               

              By    /s/  Darrell
      Stanley                  
      

              Name:  Darrell
      Stanley

              Title:  Managing
      Director

               

               

              By    /s/  Sharada
      Manne              
      

              Name:  Sharada
      Manne

              Title:  Director

               

            


    

    


     

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    THE ROYAL
BANK OF SCOTLAND PLC

    as
Co-Documentation Agent and Lender

     

    By  /s/  Emily
Freedman                    


         
Name:  Emily Freedman

         
Title:  Vice President

     

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


     

    
      	
              WACHOVIA
      BANK, N.A.

              as
      Co-Documentation Agent and Lender

               

               

              By    /s/   Henry
      R.
      Biedrzycki             
      

              Name:  Henry R.
      Biedrzycki

              Title:  Director

               

               

               

            


    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
              ABN
      AMRO BANK N.V.

               

               

              By    /s/   John
      D.
      Reed                    
      

              Name:  John D.
      Reed

              Title:  Director

               

               

              By    /s/  Todd D.
      Vaubel                 

              Name:  Todd D.
      Vaubel

              Title:  Vice
      President

               

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
              THE
      BANK OF NEW YORK

               

               

              By    /s/  John
      Watt                   
      

              Name:  John
      Watt

              Title:  Vice
      President

               

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
              THE
      BANK OF TOKYO-MITSUBISHI UFJ, LTD., CHICAGO BRANCH

               

               

              By    /s/   Chi-
      Cheng
      Chen                  
      

              Name:  Chi- Cheng
      Chen

              Title:  Authorized
      Signatory

               

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
              BARCLAYS
      BANK PLC

               

               

              By    /s/   Gary
      B.
      Wenslow                 
      

              Name:  Gary B.
      Wenslow

              Title:  Associate
      Director

               

               

               

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
              BNP
      PARIBAS

               

               

              By    /s/   Denis
      O’Meara               
      

              Name:  Denis
      O’Meara

              Title:  Managing
      Director

               

               

              By    /s/  Francis
      J.
      Delaney            
      

              Name:  Francis J.
      Delaney

              Title:  Managing
      Director

               

               

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    
    

     

    CREDIT
SUISSE, CAYMAN ISLANDS BRANCH


    
      By  /s/  Brian
Caldwell                   


           
Name:    Brian Caldwell

           
Title:  Director

       

      By  /s/  Nupur
Kumar                   


            Name:  Nupur
Kumar

           
Title:  Associate

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

    
      	
              KEYBANK
      NATIONAL ASSOCIATION

               

               

              By    /s/   Sherrie
      I.
      Manson                 
      

              Name:  Sherrie I.
      Manson

              Title:  Senior Vice
      President

               

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
              UBS
      LOAN FINANCE LLC

               

               

              By     /s/   Ira
      R.
      Otsa              
      

              Name:  Ira R.
      Otsa

              Title:  Associate
      Director

               

               

              By    /s/  David
      B.
      Julie             

              Name:  David B.
      Julie

              Title:  Associate
      Director

               

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
              WESTLB
      AG, NEW YORK BRANCH

               

               

              By     /s/  Martin
      C.
      Livingston                  
      

              Name:  Martin C.
      Livingston

              Title:  Executive
      Director

               

               

              By    /s/  Christopher
      Nunn                      
      

              Name:  Christopher
      Nunn

              Title:  Director

               

               

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
              WILLIAM
      STREET COMMITMENT CORPORATION (Recourse only to assets of William Street
      Commitment Corporation)

               

               

              By    /s/   Mark
      Walton                   
      

              Name:  Mark
      Walton

              Title:  Assistant Vice
      President

               

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
              LEHMAN
      BROTHERS BANK, FSB

               

               

              By    /s/  Janine
      M.
      Shugan                  
      

              Name:  Janine M.
      Shugan

              Title:  Authorized
      Signatory

               

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
              MERRILL
      LYNCH BANK USA

               

               

              By    /s/   David
      Millett                      
      

              Name:  David
      Millett

              Title:  Vice
      President

               

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
              MORGAN
      STANLEY BANK

               

               

              By    /s/   Daniel
      Twenge                   
      

              Name:  Daniel
      Twenge

              Title:  Authorized
      Signatory

               

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
              FIFTH
      THIRD BANK, AN OHIO BANKING CORPORATION

               

               

              By    /s/   Brent
      M.
      Jackson                  
      

              Name:  Brent M.
      Jackson

              Title:  Vice
      President

               

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
              THE
      HUNTINGTON NATIONAL BANK

               

               

              By    /s/  Frederick
      Hadley                     
      

              Name:  Frederick
      Hadley

              Title:  Senior Vice
      President

               

            


    

    


    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
               

              SOCIÉTÉ
      GÉNÉRALE

               

               

              By   /s/   Yao
      Wang                         
      

              Name:  Yao
      Wang

              Title:  Vice
      President

               

            


    

     

    


     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    EXHIBIT
A

    (to
the Credit Agreement)

     

    FORM
OF NOTICE OF BORROWING

     

    JPMorgan
Chase Bank, N.A., as Administrative Agent

    for the Lenders party

    to the Credit Agreement

    referred to below

     

    Attention:  Bank
Loan Syndications

     

    [Date]

     

    Ladies
and Gentlemen:

     

    The
undersigned, American Electric Power Company, Inc., refers to the Second Amended
and Restated Credit Agreement, dated as of March 31, 2008 (as amended or
modified from time to time, the “Credit
Agreement,” the terms defined therein being used herein as therein
defined), among the undersigned, certain Lenders party thereto, and JPMorgan
Chase Bank, N.A., as Administrative Agent for said Lenders, and hereby gives you
notice, irrevocably, pursuant to Section 2.02(a) of the Credit Agreement that
the undersigned hereby requests a Borrowing under the Credit Agreement, and in
that connection sets forth below the information relating to such Borrowing (the
“Proposed
Borrowing”) as required by Section 2.02(a) of the Credit
Agreement:

     

    (i) The
Business Day of the Proposed Borrowing is __________________, 20__.

     

    (ii) The Type
of Advances comprising the Proposed Borrowing is [Base Rate Advances][Eurodollar
Rate Advances].

     

    (iii) The
aggregate amount of the Proposed Borrowing is $___________________.

     

    [(iv)           The
initial Interest Period for each Eurodollar Rate Advance made as part of the
Proposed Borrowing is [one][two][three][six]month[s] [OTHER PERIOD OF LESS THAN
ONE MONTH AGREED TO BY ALL LENDERS].]

     

    The
undersigned hereby certifies that the following statements are true on the date
hereof, and will be true on the date of the Proposed Borrowing:

     

    (A)           the
representations and warranties contained in Section 4.01 of the Credit Agreement
(other than Section 4.01(e) and the last sentence of Section 4.01(f)) are true
and correct in all material respects on and as of the date hereof, before and
after giving effect to the Proposed Borrowing and to the application of the
proceeds therefrom, as though made on the date hereof; and

     

    (B)           no
event has occurred and is continuing, or would result from the Proposed
Borrowing or from the application of the proceeds therefrom, that constitutes a
Default.

     

    Very
truly yours,

     

    AMERICAN
ELECTRIC POWER COMPANY, INC.

     

    By_______________________________                                                                       

        Name:

        Title:

    
 


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
B

    (to
the Credit Agreement)

    


    FORM
OF REQUEST FOR ISSUANCE

    


    


    JPMorgan
Chase Bank, N.A., as Administrative Agent

    for the Lenders party

    to the Credit Agreement

    referred to below

    Attention:  Bank
Loan Syndications

     

    [           ],
as LC Issuing Bank

    [Date]

    


    Ladies
and Gentlemen:

    


    The
undersigned, American Electric Power Company, Inc., refers to the Second Amended
and Restated Credit Agreement, dated as of March 31, 2008 (as amended or
modified from time to time, the “Credit
Agreement,” the terms defined therein being used herein as therein
defined), among the undersigned, certain Lenders party thereto, and JPMorgan
Chase Bank, N.A., as Administrative Agent for said Lenders, and hereby gives you
notice pursuant to Section 2.03(b) of the Credit Agreement that the undersigned
hereby requests the issuance of a Letter of Credit (the “Requested Letter
of Credit”) in accordance with the following terms:

     

    (i)           the
LC Issuing Bank is _____________;

    


    (ii)           the
requested date of [issuance] [extension] [modification] [amendment] of the
Requested Letter of Credit (which is a Business Day) is
_____________;

    


    (iii)           the
expiration date of the Requested Letter of Credit requested hereby is
___________;1

    


    (iv)           the
proposed stated amount of the Requested Letter of Credit is
_______________;2

    


    (v)           the
beneficiary of the Requested Letter of Credit is _____________, with an address
at ______________; and

    


    (vi) the
conditions under which a drawing may be made under the Requested Letter of
Credit are as follows: ___________________; and

    


    
      	
              (vii)  

            	
              any
      other additional conditions are as follows:
      ___________________.

            


    

    


    The
undersigned hereby certifies that the following statements are true on the date
hereof, and will be true on the date of the [issuance] [extension]
[modification] [amendment] of the Requested Letter of Credit:

     

    (A)           the
representations and warranties contained in Section 4.01 of the Credit (other
than Section 4.01 (e) and the last sentence of Section 4.01(f)) are true and
correct in all material respects on and as of the date hereof, before and after
giving effect to the [issuance] [extension] [modification] [amendment] of the
Requested Letter of Credit and to the application of the proceeds therefrom, as
though made on and as of the date hereof; and

     

    (B)           no
event has occurred and is continuing, or would result from the [issuance]
[extension] [modification] [amendment] of the Requested Letter of Credit or from
the application of the proceeds therefrom, that constitutes a
Default.

     

    AMERICAN
ELECTRIC POWER COMPANY, INC.

    


    
      	
                                            By
      _________________________

            	 


    

    Name:

    Title:

    


    


    Consented
to as of the date3

    first
above written:

    


    [NAME OF
LETTER OF CREDIT BENEFICIARY]

    


    


    By____________________________________

        Name:

        Title:

    


    

      

    

     

    1  Date may not be later than
the eighth Business Day preceding the Termination Date.

      

    2  Must be minimum of
$100,000.

      

    
      
        	
                3

              	
                Necessary
      only for modification or
amendment

              


      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
C

    (to
the Credit Agreement)

     

    FORM
OF ASSIGNMENT AND ACCEPTANCE

     

    Reference
is made to the Second Amended and Restated Credit Agreement, dated as of March
31, 2008 (the “Credit
Agreement”, the terms defined therein being used herein as therein
defined), among American Electric Power Company, Inc. (the “Borrower”), the
Lenders named therein, and JPMorgan Chase Bank, N.A. as Administrative Agent for
said Lenders.

     

    The
“Assignor”
and the “Assignee” referred to on Schedule I hereto agree as
follows:

     

    1. The
Assignor hereby sells and assigns to the Assignee, and the Assignee hereby
purchases and assumes from the Assignor, an interest in and to the Assignor’s
rights and obligations under the Credit Agreement as of the date hereof equal to
the percentage interest specified on Schedule 1 hereto of all outstanding rights
and obligations under the Credit Agreement.  After giving effect to
such sale and assignment, the Assignee’s Commitment and the amount of the
Advances owing to the Assignee will be as set forth on Schedule 1
hereto.

     

    2. The
Assignor (i) represents and warrants that it is the legal and beneficial owner
of the interest being assigned by it hereunder and that such interest is free
and clear of any adverse claim; (ii) 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 Agreement or the
execution, legality, validity, enforceability, genuineness, sufficiency or value
of the Credit Agreement or any other instrument or document furnished pursuant
thereto; and (iii) 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 Agreement or any other instrument or document furnished pursuant
thereto.

     

    3. The
Assignee (i) confirms that it has received a copy of the Credit Agreement,
together with copies of the financial statements referred to in Section 4.01(f)
thereof and such other documents and information as it has deemed appropriate to
make its own credit analysis and decision to enter into this Assignment and
Acceptance; (ii) 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; (iii) confirms that it is an Eligible Assignee; (iv) appoints and
authorizes the Administrative Agent to take such action as agent on its behalf
and to exercise such powers and discretion under the Credit Agreement as are
delegated to the Administrative Agent by the terms thereof, together with such
powers and discretion as are reasonably incidental thereto; (v) agrees that it
will perform in accordance with their terms all of the obligations that by the
terms of the Credit Agreement are required to be performed by it as a Lender;
and (vi) attaches any U.S. Internal Revenue Service forms required under Section
2.16 of the Credit Agreement.

     

    4. Following
the execution of this Assignment and Acceptance, it[, and the fee set forth in
Section 8.07(a) of the Credit Agreement,]1
willl be delivered to the Administrative Agent for acceptance and
recording by the Administrative Agent.  The effective date for this
Assignment and Acceptance (the “Effective
Date”) shall be the date of acceptance hereof by the Administrative
Agent, unless otherwise specified on Schedule 1 hereto.

     

    5. Upon such
acceptance and recording by the Administrative Agent, as of the Effective Date,
(i) the Assignee shall be a party to the Credit Agreement and, to the extent
provided in this Assignment and Acceptance, have the rights and obligations of a
Lender thereunder and (ii) the Assignor shall, to the extent provided in this
Assignment and Acceptance, relinquish its rights and be released from its
obligations under the Credit Agreement.

     

    6. Upon such
acceptance and recording by the Administrative Agent, from and after the
Effective Date, the Administrative Agent shall make all payments under the
Credit Agreement in respect of the interest assigned hereby (including, without
limitation, all payments of principal, interest and commitment fees with respect
thereto) to the Assignee.  The Assignor and Assignee shall make all
appropriate adjustments in payments under the Credit Agreement for periods prior
to the Effective Date directly between themselves.

     

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

     

    8. This
Assignment and Acceptance 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.  Delivery of an executed
counterpart of Schedule 1 to this Assignment and Acceptance by telecopier shall
be effective as delivery of a manually executed counterpart of this Assignment
and Acceptance.

     

    IN
WITNESS WHEREOF, the Assignor and the Assignee have caused Schedule 1 to this
Assignment and Acceptance to be executed by their officers thereunto duly
authorized as of the date specified thereon.

     

    Accepted
and Approved this

    ___ day
of __________, 20__

     

    JPMorgan
Chase Bank, N.A., as Administrative Agent

     

    By_____________________________                                                      

     

    Approved
this ___ day of ____________, 20__

     

    [AMERICAN ELECTRIC POWER
COMPANY, INC.

     

    By_____________________________                                                      

     

    Approved
this ___ day of ____________, 20__]

    


    


    


    [LC ISSUING BANK

     

    By_____________________________                                                      

     

    Approved
this ___ day of ____________, 20__]

    


    


    


    

      

    

      
      
        	
                1

              	
                Omit
      for assignments pursuant to Section
8.07(h).

              


      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Schedule
1

    to

    Assignment
and Acceptance

     

    
      	
              (i)           Assignor’s
      Commitments prior to Assignment and Acceptance:

            	
              $__________

            
	
              (ii)          Amount
      of Commitment assigned by Assignor:

            	
              $__________

            
	
              (iii)         
      [Assignor’s remaining Commitment:

            	
              $__________]

            
	
              (iv)         Percentage
      interest assigned by Assignor:

            	
              _________%

            
	
              (v)          Assignee’s
      Commitment:

            	
              $__________
      (assigned hereunder)

            
	 
      	
              [$__________
      (original Commitment)]

            
	 
      	
              $__________
      (assigned hereunder)

            
	
              (vi)         Aggregate
      outstanding principal amount of Advances assigned by
    Assignor:

            	
              $__________

            
	
              (vii)        
      Effective Date:

            	
              _____________,
      20__

            


    

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    [NAME OF
ASSIGNOR], as Assignor

     

    By_________________________                                                      

     

    Date:__________________ ,
20__

     

    [NAME OF
ASSIGNEE], as Assignee

     

    By_________________________                                                      

     

    Date:__________________,
20__

     

    Domestic
Lending Office:

    [Address]

     

    Eurodollar
Lending Office:

    [Address]

     

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
D

    (to
the Credit Agreement)

     

    FORM
OF OPINION OF COUNSEL FOR THE BORROWER

     

    To each
of the Lenders and LC Issuing Banks party to the

    Credit
Agreement referred to below

    and to
JPMorgan Chase Bank, N.A., as Administrative Agent thereunder

    


    [Date]

    


    Ladies
and Gentlemen:

    


    This
opinion is furnished to you pursuant to Section 3.01(a)(iii) of the Second
Amended and Restated Credit Agreement, dated as of March 31, 2008 (the “Credit
Agreement”) among American Electric Power Company, Inc. (the “Borrower”),
the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative
Agent.  Terms defined in the Credit Agreement are used herein as
therein defined.

    


    I am an
Associate General Counsel for American Electric Power Service Corporation, an
affiliate of the Borrower, and have acted as counsel to the Borrower in
connection with the preparation, execution and delivery of the Credit
Agreement.  I am generally familiar with the Borrower’s corporate
history, properties, operations and charter (including amendments, restatements
and supplements thereto).

    


    In
connection with this opinion, I, or attorneys over whom I exercise supervision,
have examined:

    


    
      	
              (1)  

            	
              The
      Credit Agreement.

            


    

    


    
      	
              (2)  

            	
              The
      documents furnished by the Borrower pursuant to Article III of the Credit
      Agreement.

            


    

    


    
      	
              (3)  

            	
              The
      certificate of incorporation of the Borrower and all amendments
      thereto.

            


    

    


    
      	
              (4)  

            	
              The
      by-laws of the Borrower and all amendments
  thereto.

            


    

    


    
      	
              (5)  

            	
              A
      certificate of the Secretary of State of New York, dated March __, 2008,
      attesting to the continued existence and good standing of the Borrower in
      that State.

            


    

    


    In
addition, I, or attorneys over whom I exercise supervision, have examined the
originals, or copies certified to my satisfaction, of such other corporate
records of the Borrower, certificates of public officials and of officers of the
Borrower, and agreements, instruments and other documents, as I have deemed
necessary as a basis for the opinions expressed below.

     

    In my
examination, I, or attorneys over whom I exercise supervision, have assumed the
genuineness of all signatures, the legal capacity of natural persons, the
authenticity of all documents submitted to us as originals and the conformity
with the originals of all documents submitted to us as copies.  In
making our examination of documents and instruments executed or to be executed
by persons other than the Borrower, I, or attorneys over whom I exercise
supervision, have assumed that each such other person had the requisite power
and authority to enter into and perform fully its obligations thereunder, the
due authorization by each such other person for the execution, delivery and
performance thereof and the due execution and delivery thereof by or on behalf
of such person of each such document and instrument.  In the case of
any such person that is not a natural person, I, or attorneys over whom I
exercise supervision, have also assumed, insofar as it is relevant to the
opinions set forth below, that each such other person is duly organized, validly
existing and in good standing under the laws of the jurisdiction in which it was
created and is duly qualified and in good standing in each other jurisdiction
where the failure to be so qualified could reasonably be expected to have a
material effect upon its ability to execute, deliver and/or perform its
obligations under any such document or instrument.  I, or attorneys
over whom I exercise supervision, have further assumed that each document,
instrument, agreement, record and certificate reviewed by us for purposes of
rendering the opinions expressed below has not been amended by any oral
agreement, conduct or course of dealing between the parties
thereto.

     

    As to
questions of fact material to the opinions expressed herein, I have relied upon
certificates and representations of officers of the Borrower (including but not
limited to those contained in the Credit Agreement and certificates delivered
upon the execution and delivery of the Credit Agreement) and of appropriate
public officials, without independent verification of such matters except as
otherwise described herein.

     

    Whenever
my opinions herein with respect to the existence or absence of facts are stated
to be to my knowledge or awareness, it is intended to signify that no
information has come to my attention or the attention of other counsel working
under my direction in connection with the preparation of this opinion letter
that would give me or them actual knowledge of the existence or absence of such
facts.  However, except to the extent expressly set forth herein,
neither I nor they have undertaken any independent investigation to determine
the existence or absence of such facts, and no inference as to my or their
knowledge of the existence or absence of such facts should be
assumed.

     

    I am a
member of the Bar of the States of New York and Ohio and do not purport to be
expert on the laws of any jurisdiction other than the laws of the States of New
York and Ohio and the Federal laws of the United States.  My opinions
expressed below are limited to the law of the States of New York and Ohio and
the Federal law of the United States.

    


    Based
upon the foregoing and upon such investigation as I have deemed necessary, and
subject to the limitations, qualifications and assumptions set forth herein, I
am of the following opinion:

    


    
      	
              1.  

            	
              The
      Borrower (a) is a corporation duly organized, validly existing and in good
      standing under the laws of the State of New York; (b) has the corporate
      power and authority, and the legal right, to own and operate its property,
      to lease the property which it operates as lessee and to conduct the
      business in which it is currently engaged and in which it proposes to be
      engaged after the date hereof; (c) is duly qualified as a foreign
      corporation and is in good standing under the laws of each jurisdiction
      where its ownership, lease or operation of property or the conduct of its
      business requires such qualification, except any such jurisdiction where
      the failure to so qualify could not, in the aggregate, reasonably be
      expected to result in a Material Adverse Change; (d) owns or possesses all
      material licenses and permits necessary for the operation by it of its
      business as currently conducted; and (e) is in compliance with all
      Requirements of Law, except as disclosed in the Disclosure Documents
      referenced in Section 4.01(e) of the Credit Agreement or to the extent
      that the failure to comply therewith could not, in the aggregate,
      reasonably be expected to have a Material Adverse Effect.  The
      term “Requirements of Law” means the laws of the State of Ohio and the
      laws, rules and regulations of the United States of America (including,
      without limitation, ERISA and Environmental Laws) and orders of any
      governmental authority applicable to the
  Borrower.

            


    

    


    
      	
              2.  

            	
              The
      Borrower has the corporate power and authority, and the legal right, to
      execute and deliver the Credit Agreement and to perform under, and to
      borrow under, the Credit Agreement.  The Borrower has taken all
      necessary corporate action to authorize the execution, delivery and
      performance of the Credit Agreement and the incurrence of Advances on the
      terms and conditions of the Credit Agreement, and the Credit Agreement has
      been duly executed and delivered by the
  Borrower.

            


    

    


    
      	
              3.  

            	
              The
      execution, delivery and performance of the Credit Agreement and the
      Advances made thereunder will not violate any Requirements of Law, the
      Borrower's certificate of incorporation or by-laws, or any material
      contractual restriction binding on or affecting the Borrower or any of its
      properties.

            


    

    


    
      	
              4.  

            	
              No
      approval or authorization or other action by, and notice to or filing
      with, any governmental agency or regulatory body or other third person is
      required in connection with the due execution and delivery of the Credit
      Agreement and the performance, validity or enforceability of the Credit
      Agreement.

            


    

    


    
      	
              5.  

            	
              Except
      as described in Section 4.01(e) of the Credit Agreement, no action, suit,
      investigation, litigation, or proceeding, including, without limitation,
      any Environmental Action, affecting the Borrower or any of its Significant
      Subsidiaries before any court, government agency or arbitrator is pending
      or, to my knowledge, threatened, that is reasonably likely to have a
      Material Adverse Effect.

            


    

    


    
      	
              6.  

            	
              Neither
      the Borrower nor any of its Significant Subsidiaries is an “investment
      company”, or an “affiliated person” of, or “promoter” or “principal
      underwriter” for, an “investment company”, as such terms are defined in
      the Investment Company Act of 1940, as amended.  Neither the
      making of any Advances, the application of the proceeds or repayment
      thereof by the Borrower nor the consummation of the other transactions
      contemplated by the Credit Agreement will violate any provision of such
      Act or any rule, regulation or order of the Securities and Exchange
      Commission thereunder.

            


    

    


    
      	
               
      

            	
              7.

            	
              In
      any action or proceeding arising out of or relating to the Credit
      Agreement in any court of the State of Ohio or in any Federal court
      sitting in the State of Ohio, such court would recognize and give effect
      to the provisions of Section 8.09 of the Credit Agreement, wherein the
      parties thereto agree that the Credit Agreement shall be governed by, and
      construed in accordance with, the laws of the State of New
      York.  However, if a court of the State of Ohio or a Federal
      court sitting in the State of Ohio were to hold that the Credit Agreement
      is governed by, and to be construed in accordance with, the laws of the
      State of Ohio, the Credit Agreement would be, under the State of Ohio, the
      legal, valid and binding obligation of the Borrower enforceable against
      the Borrower in accordance with its
terms.

            


    

     

    The
opinion set forth above in the last sentence of paragraph 7 above is subject to
the effect of any applicable bankruptcy, insolvency, reorganization, moratorium
or similar laws affecting creditor’s rights generally and to general principles
of equity, including (without limitation) concepts of materiality,
reasonableness, good faith and fair dealing (regardless of whether considered in
a proceeding in equity or at law.)

    


    I express
no opinion as to (i) Section 8.05 of the Credit Agreement; (ii) the effect of
the law of any jurisdiction (other than the State of Ohio) wherein any Lender
may be located which limits the rates of interest which may be charged or
collected by such Lender; and (iii) whether a Federal or state court outside of
the States of New York or Ohio would give effect to the choice of New York law
provided for in the Credit Agreement.


    This
opinion has been rendered solely for your benefit in connection with the Credit
Agreement and the transactions contemplated thereby and may not be used,
circulated, quoted, relied upon or otherwise referred to by any other person
(other than your respective counsel, auditors and any regulatory agency having
jurisdiction over you or as otherwise required pursuant to legal process or
other requirements of law) for any other purpose without my prior written
consent; provided that
(i) King & Spalding LLP, special counsel for the Administrative Agent, may
rely on the opinions expressed in this opinion letter in connection with the
opinion to be furnished by them in connection with the transactions contemplated
by the Credit Agreement and (ii) any Person that becomes a Lender or an LC
Issuing Bank after the date hereof may rely on the opinions expressed in this
opinion letter as though addressed to such Person.  I undertake no
responsibility to update or supplement this opinion in response to changes in
law or future events or circumstances.

    


    Very
truly yours,

    


    


    


    Thomas G.
Berkemeyer

    


    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
E

    (to
the Credit Agreement)

     

    FORM
OF OPINION OF COUNSEL

    FOR
THE ADMINISTRATIVE AGENT

     

    [DATE]

     

    To each
of the Lenders and LC Issuing Banks party to the

    Credit Agreement referred to
below

    and to JPMorgan Chase Bank, N.A., as
Administrative Agent

     

    American
Electric Power Company, Inc.

     

    Ladies
and Gentlemen:

     

    We have
acted as special New York counsel to JPMorgan Chase Bank, N.A., individually and
as Administrative Agent, in connection with the preparation, execution and
delivery of the Second Amended and Restated Credit Agreement, dated as of March
31, 2008 (the “Credit
Agreement”), among American Electric Power Company, Inc. (the “Borrower”),
the Lenders and LC Issuing Banks named therein and JPMorgan Chase Bank, N.A., as
Administrative Agent for the Lenders.  This opinion is furnished to
you pursuant to Section 3.01(a)(iv) of the Credit Agreement.  Unless
otherwise indicated, terms defined in the Credit Agreement are used herein as
therein defined.

     

    In that
connection, we have examined the following documents:

     

    (1)           Counterparts
of the Credit Agreement, executed by the Borrower, the Administrative Agent and
the Lenders that we have been advised by the Administrative Agent constitute the
Required Lenders (as defined in the Prior Credit Agreement); and

     

    (2)           The
other documents furnished by the Borrower pursuant to Section 3.01 of the Credit
Agreement, including (without limitation) the opinion of Thomas G. Berkemeyer,
Associate General Counsel for American Electric Power Service Corporation, an
affiliate of the Borrower (the “Opinion”).

     

    In our
examination of the documents referred to above, we have assumed the authenticity
of all such documents submitted to us as originals, the genuineness of all
signatures, the due authority of the parties executing such documents and the
conformity to the originals of all such documents submitted to us as
copies.  We have assumed that you independently evaluated, and are
satisfied with, the creditworthiness of the Borrower and the business terms
reflected in the Credit Agreement.  We have also assumed that each of
the Lenders and the Administrative Agent has duly executed and delivered, with
all necessary power and authority (corporate and otherwise), the Credit
Agreement.

     

    To the
extent that our opinions expressed below involve conclusions as to matters
governed by law other than the law of the State of New York, we have relied upon
the Opinion and have assumed without independent investigation the correctness
of the matters set forth therein, our opinions expressed below being subject to
the assumptions, qualifications and limitations set forth in the
Opinion.  We note that we do not represent the Borrower and,
accordingly, are not privy to the nature or character of its
businesses.  Accordingly, we have also assumed that the Borrower is
subject only to statutes, rules, regulations, judgments, orders, and other
requirements of law of general applicability to corporations doing business in
the State of New York.  As to matters of fact, we have relied solely
upon the documents we have examined.

     

    Based
upon the foregoing, and subject to the qualifications set forth below, we are of
the opinion that:

     

    (i)           The
Credit Agreement is the legal, valid and binding obligation of the Borrower
enforceable against the Borrower in accordance with its terms.

     

    (ii)           While
we have not independently considered the matters covered by the Opinion to the
extent necessary to enable us to express the conclusions stated therein, the
Opinion and the other documents referred to in item (2) above are substantially
responsive to the corresponding requirements set forth in Section 3.01 of the
Credit Agreement pursuant to which the same have been delivered.

     

    Our
opinions are subject to the following qualifications:

     

    (a) Our
opinion in paragraph (i) above is subject to the effect of any applicable
bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or
similar law affecting creditors’ rights generally.

     

    (b) Our
opinion in paragraph (i) above is subject to the effect of general principles of
equity, including (without limitation) concepts of materiality, reasonableness,
good faith and fair dealing (regardless of whether considered in a proceeding in
equity or at law).  Such principles of equity are of general
obligation, and, in applying such principles, a court, among other things, might
not allow a contracting party to exercise remedies in respect of a default
deemed immaterial, or might decline to order an obligor to perform
covenants.

     

    (c) We note
further that, in addition to the application of equitable principles described
above, courts have imposed an obligation on contracting parties to act
reasonably and in good faith in the exercise of their contractual rights and
remedies, and may also apply public policy considerations in limiting the right
of parties seeking to obtain indemnification under circumstances where the
conduct of such parties in the circumstances in question is determined to have
constituted negligence.

     

    (d) We
express no opinion herein as to (i) Section 8.05 of the Credit Agreement, (ii)
the enforceability of provisions purporting to grant to a party conclusive
rights of determination, (iii) the availability of specific performance or other
equitable remedies, (iv) the enforceability of rights to indemnity under Federal
or state securities laws and (v) the enforceability of waivers by parties of
their respective rights and remedies under law.

     

    (e) Our
opinions expressed above are limited to the law of the State of New York, and we
do not express any opinion herein concerning any other law.  Without
limiting the generality of the foregoing, we express no opinion as to the effect
of the law of any jurisdiction other than the State of New York wherein any
Lender may be located or wherein enforcement of the Credit Agreement may be
sought that limits the rates of interest legally chargeable or
collectible.

     

    The
foregoing opinion is solely for your benefit and may not be relied upon by any
other Person other than any Person that may become a Lender under the Credit
Agreement after the date hereof.

     

    Very
truly yours,

    


    MEO:ALS:sn

    


     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Schedule
I -  Schedule of Lenders

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Schedule
4.01(m)

     

    Significant
Subsidiaries

     

    Appalachian
Power Company

    Columbus
Southern Power Company

    Ohio
Power Company

    Indiana
Michigan Power Company

    AEP
Utilities, Inc.