Unassociated Document


    Exhibit 10(e)


       

      CONFORMED
COPY

      ______________________________________________________________________________

       

      U.S.
$350,000,000

       

      


      CREDIT
AGREEMENT

       

      Dated as
of April 4, 2008

       

      Among

       

      AEP TEXAS CENTRAL COMPANY,

      AEP TEXAS NORTH COMPANY,

      AMERICAN ELECTRIC POWER COMPANY,
INC.,

      APPALACHIAN POWER COMPANY,

      COLUMBUS SOUTHERN POWER
COMPANY,

      INDIANA MICHIGAN POWER
COMPANY,

      KENTUCKY POWER COMPANY,

      OHIO POWER COMPANY,

      PUBLIC
SERVICE COMPANY OF OKLAHOMA

      and

      SOUTHWESTERN
ELECTRIC POWER COMPANY

      as the
Borrowers

       

      THE
LENDERS NAMED HEREIN

      as
Initial Lenders

       

      and

       

      JPMORGAN
CHASE BANK, N.A.

      as
Administrative Agent, Swingline Bank and an LC Issuing Bank

      
        


      

      __________________________________________________________________________________________________________________


      J.P.
MORGAN SECURITIES INC.

      Co-Lead
Arranger and Bookrunner

      


      RBS
SECURITIES CORPORATION d/b/a

      RBS
GREENWICH CAPITAL

      Co-Lead
Arranger and Bookrunner

      


      THE
ROYAL BANK OF SCOTLAND PLC

      Syndication
Agent and an LC Issuing Bank

       

      
        	
                THE
      BANK OF TOKYO-MITSUBISHI UFJ, LTD.

                 

              	
                BNP
      PARIBAS

              	
                CITIBANK,
      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.

                	
                  17

                
	
                  SECTION
      1.03. Accounting Terms.

                	
                  17

                
	
                  SECTION
      1.04. Other Interpretive Provisions.

                	
                  17

                
	 	 
	
                  ARTICLE
      II AMOUNTS AND TERMS OF THE EXTENSIONS OF CREDIT

                	
                  18

                
	 	 
	
                  SECTION
      2.01. The Commitments.

                	
                  18

                
	
                  SECTION
      2.02. Making the Ratable Advances.

                	
                  18

                
	
                  SECTION
      2.03. Swingline Advances.

                	
                  20

                
	
                  SECTION
      2.04. Letters of Credit.

                	
                  21

                
	
                  SECTION
      2.05. Fees.

                	
                  25

                
	
                  SECTION
      2.06. Termination or Reduction of the Commitments.

                	
                  25

                
	
                  SECTION
      2.07. Repayment of Advances.

                	
                  26

                
	
                  SECTION
      2.08. Evidence of Indebtedness.

                	
                  26

                
	
                  SECTION
      2.09. Interest on Advances.

                	
                  27

                
	
                  SECTION
      2.10. Interest Rate Determination.

                	
                  27

                
	
                  SECTION
      2.11. Optional Conversion of Advances.

                	
                  28

                
	
                  SECTION
      2.12. Optional Prepayments of Advances.

                	
                  29

                
	
                  SECTION
      2.13. Increased Costs.

                	
                  29

                
	
                  SECTION
      2.14. Illegality.

                	
                  30

                
	
                  SECTION
      2.15. Payments and Computations.

                	
                  30

                
	
                  SECTION
      2.16. Taxes.

                	
                  32

                
	
                  SECTION
      2.17. Sharing of Payments, Etc.

                	
                  33

                
	
                  SECTION
      2.18. Term-Out Option.

                	
                  34

                
	 	 
	
                  ARTICLE
      III CONDITIONS PRECEDENT

                	
                  34

                
	 	 
	
                  SECTION
      3.01. Conditions Precedent to Initial Extensions of
Credit.

                	
                  34

                
	
                  SECTION
      3.02. Conditions Precedent to each Extension of Credit.

                	
                  35

                
	
                  SECTION
      3.03. Additional Conditions Precedent to Initial Extensions of Credit to
      CSPC and OPC.

                	
                  36

                
	 	 
	
                  ARTICLE
      IV REPRESENTATIONS AND WARRANTIES

                	
                  36

                
	 	 
	
                  SECTION
      4.01. Representations and Warranties of the Borrowers.

                	
                  36

                
	 	 
	
                  ARTICLE
      V COVENANTS OF THE BORROWERS

                	
                  39

                
	 	 
	
                  SECTION
      5.01. Affirmative Covenants.

                	
                  39

                
	
                  SECTION
      5.02. Negative Covenants.

                	
                  42

                
	
                  SECTION
      5.03. Financial Covenant.

                	
                  44

                
	 	 
	
                  ARTICLE
      VI EVENTS OF DEFAULT

                	
                  44

                
	 	 
	
                  SECTION
      6.01. Events of Default.

                	
                  44

                
	
                  SECTION
      6.02. Actions in Respect of the Letters of Credit upon
      Default.

                	
                  46

                
	 	 
	
                  ARTICLE
      VII THE ADMINISTRATIVE AGENT

                	
                  47

                
	 	 
	
                  SECTION
      7.01. Authorization and Action.

                	
                  47

                
	
                  SECTION
      7.02. Agent's Reliance, Etc.

                	
                  47

                
	
                  SECTION
      7.03. JPMCB and its Affiliates.

                	
                  48

                
	
                  SECTION
      7.04. Lender Credit Decision.

                	
                  48

                
	
                  SECTION
      7.05. Indemnification.

                	
                  48

                
	
                  SECTION
      7.06. Successor Agent.

                	
                  49

                
	 	 
	
                  ARTICLE
      VIII MISCELLANEOUS

                	
                  49

                
	 	 
	
                  SECTION
      8.01. Amendments, Etc.

                	
                  49

                
	
                  SECTION
      8.02. Notices, Etc.

                	
                  50

                
	
                  SECTION
      8.03. No Waiver; Remedies.

                	
                  51

                
	
                  SECTION
      8.04. Costs and Expenses.

                	
                  52

                
	
                  SECTION
      8.05. Right of Set-off.

                	
                  53

                
	
                  SECTION
      8.06. Binding Effect.

                	
                  54

                
	
                  SECTION
      8.07. Assignments and Participations.

                	
                  54

                
	
                  SECTION
      8.08. Confidentiality.

                	
                  58

                
	
                  SECTION
      8.09. Governing Law.

                	
                  58

                
	
                  SECTION
      8.10. Severability.

                	
                  58

                
	
                  SECTION
      8.11. Execution in Counterparts.

                	
                  58

                
	
                  SECTION
      8.12. Jurisdiction, Etc.

                	
                  59

                
	
                  SECTION
      8.13. Waiver of Jury Trial.

                	
                  59

                
	
                  SECTION
      8.14. USA Patriot Act.

                	
                  59

                
	
                  SECTION
      8.15. No Fiduciary Duty.

                	
                  59

                


        

      

       

      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 Borrowers

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

      


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

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


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      CREDIT
AGREEMENT

       

       

      CREDIT AGREEMENT, dated as of April 4,
2008 (this “Agreement”),
among AEP TEXAS CENTRAL COMPANY, a Texas corporation (“ATCC”),
AEP TEXAS NORTH COMPANY, a Texas corporation (“ATNC”),
AMERICAN ELECTRIC POWER COMPANY, INC., a New York corporation (“AEP”),
APPALACHIAN POWER COMPANY, a Virginia corporation (“APC”),
COLUMBUS SOUTHERN POWER COMPANY, an Ohio corporation (“CSPC”),
INDIANA MICHIGAN POWER COMPANY, an Indiana corporation (“IMPC”),
KENTUCKY POWER COMPANY, a Kentucky corporation (“KPC”),
OHIO POWER COMPANY, an Ohio corporation (“OPC”),
PUBLIC SERVICE COMPANY OF OKLAHOMA, an Oklahoma corporation (“PSCO”),
and SOUTHWESTERN ELECTRIC POWER COMPANY, a Delaware corporation (“SEPC”)
(each a “Borrower”,
and collectively, the “Borrowers”),
the banks, financial institutions and other institutional lenders listed on the
signatures pages hereof (the “Initial
Lenders”), the Swingline Bank (as hereinafter defined) party hereto, the
LC Issuing Banks (as hereinafter defined) party hereto and JPMORGAN CHASE BANK,
N.A. (“JPMCB”),
as administrative agent (in such capacity, the “Administrative
Agent”) for the Lenders (as hereinafter defined) and the LC Issuing
Banks.

       

      PRELIMINARY
STATEMENT:

       

      The
Borrowers have requested that the Lenders, the Swingline Bank and the LC Issuing
Banks agree, on the terms and conditions set forth herein,  to provide
to the Borrowers a 364-day revolving credit and letter of credit facility of
$350,000,000, with a term loan conversion option, to be used for working capital
and other general corporate purposes.  The Lenders, the Swingline Bank
and the LC Issuing Banks have indicated their willingness to provide such a
facility 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 as
follows:

       

       

      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.

       

      “AEP” has
the meaning specified in the recitals of parties to this Agreement.

       

       “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 Bank, N.A. with its office at 1111 Fannin
Street, Houston, Texas, ABA# 021000021; MTVAR# 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 AEP.

       

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

       

      “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 made to any Borrower, at all times during which any
Applicable Rating Level set forth below is in effect for such Borrower, 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

              	
                0.350%

              	
                0.000%

              
	
                2

              	
                0.400%

              	
                         0.000%

              
	
                3

              	
                0.500%

              	
                         0.000%

              
	
                4

              	
                0.600%

              	
                        
      0.000%

              
	
                5

              	
                0.700%

              	
                         0.000%

              
	
                6

              	
                1.000%

              	
                        
      0.000%

              


      

      


      provided, that the Applicable
Margins set forth above shall be increased, for each Applicable Rating Level for
each Borrower, upon the occurrence and during the continuance of any Event of
Default with respect to such Borrower by 2.00% per annum; and provided further that, upon exercise
of the Term-Out, the Applicable Margins set forth above shall be increased, for
Applicable Rating Levels one through five by an additional 0.125% and for
Applicable Rating Level six by an additional 0.250%.

       

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

       

      “Applicable Rating
Level” at any time and for any Borrower shall be determined in accordance
with the then-applicable S&P Rating and the then-applicable Moody’s Rating
for such Borrower 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 Borrower and for any day shall be determined
based upon the higher of the S&P Rating and the Moody’s Rating for such
Borrower 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
Swingline Bank, each LC Issuing Bank and, if applicable, AEP, in substantially
the form of Exhibit C hereto.

       

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

       

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

       

      “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.

       

       “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 JPMCB, from time to time, as
      JPMCB’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
2.09(a).

       

      “Borrower
Sublimit” for each Borrower, the amount set forth below next to the name
of such Borrower, as such amounts may be reduced from time to time pursuant to
Section 2.06(a):

       

      
        	
                Borrower

              	
                Sublimit

              
	
                AEP

              	
                $350,000,000

              
	
                OPC

              	
                $200,000,000

              
	
                APC

              	
                $150,000,000

              
	
                CSPC

              	
                $120,000,000

              
	
                IMPC

              	
                $120,000,000

              
	
                SEPC

              	
                $120,000,000

              
	
                ATCC

              	
                $70,000,000

              
	
                ATNC

              	
                $35,000,000

              
	
                KPC

              	
                $35,000,000

              
	
                PSCO

              	
                $35,000,000

              


      

      


       

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

       

      “Borrowing”
means a borrowing by a single Borrower consisting of (i) 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 2.11, as the
case may be or (ii) a Swingline Advance.  All Advances (other than
Swingline Advances) to a single 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 J.P. Morgan Securities Inc. and RBSGC.

       

      “Commitment”
means, for each Lender, the obligation of such Lender to make Advances to the
Borrowers and to acquire participations in Swingline Advances and 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
2.06(a).

       

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

       

      
        	
                Applicable

                Rating
      Level

              	
                Commitment

                Fee
      Rate

              
	
                1

              	
                0.040%

              
	
                2

              	
                0.050%

              
	
                3

              	
                0.060%

              
	
                4

              	
                0.080%

              
	
                5

              	
                0.110%

              
	
                6

              	
                0.125%

              


      

      


      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 Borrowers furnish 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 Borrowers.

       

      “Consolidated
Capital” means, with respect to any Borrower, the sum of (i) Consolidated
Debt of such Borrower and (ii) the consolidated equity of all classes of stock
(whether common, preferred, mandatorily convertible preferred or preference) of
such Borrower, in each case determined in accordance with GAAP, but including
Equity-Preferred Securities issued by such 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)
of such Borrower and its Consolidated Subsidiaries.

       

      “Consolidated
Debt” of any 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 such Borrower and its Consolidated Subsidiaries, excluding,
however, (i) Debt of AEP Credit, Inc. that is non-recourse to such 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 2.10 or 2.11.

       

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

       

      “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.

       

      “Disclosure
Documents” means each Borrower’s Report on Form 10-K, if any, as filed
with the SEC, or audited financial statements and the notes thereto for such
Borrower’s 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 AEP 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,
each LC Issuing Bank and the Swingline Bank and, unless a Default has occurred
and is continuing at the time any assignment is effected in accordance with
Section 8.07, AEP, such approval not to be unreasonably withheld or delayed,
provided, however, that
neither AEP nor any Affiliate of AEP 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 a Borrower and
(ii) any other securities, however denominated, including but not limited
to hybrid capital and trust originated preferred securities, (A) issued by a
Borrower or any Consolidated Subsidiary of such Borrower, (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 AEP or
any of its ERISA Affiliates, (ii) the failure by AEP 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 AEP 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 AEP 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
2.09(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 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 OPC.

       

      “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.

       

      “IMPC” 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
applicable 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 such 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
applicable Borrower that is shorter than one month, if all Lenders agree), as
the applicable 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)

              	
                no
      Borrower may select any Interest Period that ends after the Termination
      Date in effect at such time;

              


      

       

      
        	
                 
      

              	
                (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.

       

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

       

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

       

      “LC Collateral
Account” has the meaning specified in Section 2.04(b).

       

      “LC Issuing
Bank” means, as to any Letter of Credit, JPMCB, RBS and any Lender or
Affiliate of a Lender that shall agree to issue a Letter of Credit pursuant to
Section 2.04.

       

      “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 each 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.  Unless the context otherwise requires, the
term “Lenders” includes the Swingline Bank.

       

      “Letter of
Credit” means any letters of credit issued by an LC Issuing Bank pursuant
to Section 2.04.

       

      “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, 2008, among AEP, the Agent, the Co-Lead Arrangers and RBS, the Fee
Letter, dated as of March 6, 2008, among AEP, the Agent and J.P. Morgan
Securities Inc., the Fee Letter, dated as of March 6, 2008, among AEP, RBS and
RBSGC, this Agreement and any promissory note issued pursuant to Section
2.08(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, as to any Borrower, any material adverse change (i) in the
business, condition (financial or otherwise) or operations of such 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 such Borrower
or the ability of such Borrower to perform its obligations under the Loan
Documents.

       

      “Material Adverse
Effect” means, as to any Borrower, a material adverse effect (i) on
the business, condition (financial or otherwise) or operations of such 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 such
Borrower or the ability of such Borrower to perform its obligations under the
Loan Documents.

       

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

       

      “Moody’s
Rating” shall mean, on any date of determination and with respect to any
Borrower, the debt rating most recently announced by Moody’s with respect to the
long-term senior unsecured debt issued by such Borrower, or, if such Borrower
has no such debt, the rating that is one level below the rating most recently
announced by Moody’s with respect to such Borrower’s long-term senior secured
debt.

       

      “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.

       

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

       

      “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 any
Borrower or any Significant Subsidiary of such Borrower 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 any
Borrower or any Subsidiary of such Borrower 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 such 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).

       

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

       

      “RBS” means
The Royal Bank of Scotland plc.

       

      “RBSGC”
means RBS Securities Corporation d/b/a RBS Greenwich Capital.

       

      “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 JPMCB and any substitute or additional Lender as may be
selected from time to time to act as a Reference Bank hereunder by the
Administrative Agent and AEP.

       

      “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 2.04 in the form of
Exhibit B.

       

      “Required
Lenders” means at any time Lenders owed in excess of 50% of the then
aggregate unpaid principal amount of the Advances owing to Lenders, or, if no
such principal amount is then outstanding, Lenders having in excess of 50% 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 any Borrower or any Subsidiary of such
Borrower governing the deregulation or restructuring of the electric power
industry.

       

      “Revolving
Termination Date” means the earliest to occur of (i) that date that is
364 days after the date hereof, (ii) the date of the effectiveness of the
Term-Out, pursuant to Section 2.18 and (iii) the date of termination in whole of
the Commitments pursuant to Section 2.06 or 6.01.

       

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

       

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

       

      “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 and with respect to any
Borrower, the rating most recently announced by S&P with respect to the
long-term senior unsecured debt issued by such Borrower, or, if such Borrower
has no such debt, the rating that is one level below the rating most recently
announced by S&P with respect to such Borrower’s long-term senior secured
debt.

       

       “Significant
Subsidiary” means, at any time and for any Borrower, any Subsidiary of
such Borrower that constitutes at such time a “significant subsidiary” of such
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
any Borrower or any Consolidated Subsidiary of such Borrower that are (i)
non-recourse to such Borrower and its 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 such 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.

       

      “Swingline
Advance” means an Advance made pursuant to Section 2.03.

       

       “Swingline
Bank” means JPMCB, in its capacity as lender of Swingline Advances
hereunder.

       

      “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 earliest to occur of (i) in the event the Term-Out has
not been exercised pursuant to Section 2.18, the Revolving Termination Date,
(ii) the Term Loan Maturity Date and (iii) the date of termination in whole of
the Commitments pursuant to Section 2.06 or 6.01.

       

      “Term-Out”
has the meaning specified in Section 2.18(a).

       

      “Term Loan
Maturity Date” has the meaning specified in Section 2.18(a).

       

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

       

       “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 EXTENSIONS OF CREDIT

       

      SECTION
2.01. The
Commitments.

       

                 Each
Lender severally agrees, on the terms and conditions hereinafter set forth, to
make Advances (other than Swingline Advances, which shall be made by the
Swingline Bank in accordance with Section 2.03) to the Borrowers and to
participate in Swingline Advances and Letters of Credit from time to time on any
Business Day during the period from the date hereof until the Revolving
Termination Date in an aggregate amount of Outstanding Credits for all Borrowers
not to exceed at any time such Lender’s Commitment Percentage of the Available
Commitment at such time and, as to any Borrower, in an aggregate amount of
Outstanding Credits not to exceed at any time such Borrower’s Borrower Sublimit
at such time.  Within the limits of each Lender’s Commitment and each
Borrower’s Borrower Sublimit and as hereinabove and hereinafter provided, each
Borrower may request Extensions of Credit hereunder, and repay or prepay
Advances pursuant to Section 2.12 and utilize the resulting increase in the
Available Commitments for further Extensions of Credit in accordance with the
terms hereof.  In no event shall any Borrower be entitled to request
or receive any Borrowing that would cause the aggregate Outstanding Credits (x)
of all Borrowers to exceed the Commitments or (y) of such Borrower to exceed the
Borrower Sublimit of such Borrower.

       

      SECTION
2.02. Making
the Ratable Advances.

       

      (a) Each
Borrowing (other than with respect to Swingline Advances) shall be in an amount
not less than $10,000,000 (or, if less, the lesser of the Available Commitments
and the Borrower Sublimit of the relevant Borrower at such time) or an integral
multiple of $1,000,000 in excess thereof and shall consist of Advances (other
than Swingline Advances) of the same Type made on the same day by the Lenders
ratably according to their respective Commitment Percentages.  Each
Borrowing (other than with respect to Swingline Advances) 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 applicable 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 applicable Borrower in such manner as the applicable 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) no Borrower may
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
2.10(c), 2.10(f) or 2.14, 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 applicable
Borrower.  In the case of any Borrowing that the related Notice of
Borrowing specifies is to comprise Eurodollar Rate Advances, the applicable
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 applicable 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 applicable 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 such Borrower until
the date such amount is repaid to the Administrative Agent, at (i) in the case
of such 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. Swingline
Advances.

       

      (a) Subject
to the terms and conditions set forth herein, the Swingline Bank agrees to make
Swingline Advances to AEP from time to time on any Business Day during the
period from the date hereof until the Revolving Termination Date, in an
aggregate principal amount at any time outstanding that will not result in (i)
the aggregate principal amount of outstanding Swingline Advances exceeding
$35,000,000 or (ii) the Outstanding Credits exceeding the Commitments; provided that the Swingline
Bank shall not be required to make a Swingline Advance to refinance an
outstanding Swingline Advance.  Within the limits as hereinabove and
hereinafter provided, AEP may request Swingline Advances hereunder, and repay or
prepay Swingline Advances pursuant to Section 2.12 and utilize the resulting
increase in the Available Commitments for further Swingline Advances in
accordance with the terms hereof.  Each Swingline Advance shall be a
Base Rate Advance and shall be in an amount that is an integral multiple of
$500,000 and not less than $1,000,000.

       

      (b)           To
request a Swingline Advance, AEP shall notify the Swingline Bank of such request
by telephone (confirmed by telecopy, with a copy to the Administrative Agent),
not later than 1:00 p.m., New York City time, on the day of a proposed Swingline
Advance.  Each such notice shall be irrevocable and shall specify the
requested date (which shall be a Business Day) and amount of the requested
Swingline Advance.  The Swingline Bank shall make each Swingline
Advance available to AEP by means of a credit to the general deposit account of
AEP with the Swingline Bank by 3:00 p.m., New York City time, on the requested
date of such Swingline Advance.

       

      (c)           The
Swingline Bank may by written notice given to the Administrative Agent not later
than 12:00 p.m., New York City time, on any Business Day require the Lenders to
acquire participations on such Business Day in all or a portion of the Swingline
Advances outstanding.  Such notice shall specify the aggregate amount
of Swingline Advances in which the Lenders will participate.  Promptly
upon receipt of such notice, the Administrative Agent will give notice thereof
to each Lender, specifying in such notice such Lender's Commitment Percentage of
such Swingline Advance or Advances.  Each Lender hereby absolutely and
unconditionally agrees, upon receipt of notice as provided above, to pay to the
Administrative Agent, for the account of the Swingline Bank, such Lender’s
Commitment Percentage of such Swingline Advance or Advances.  Each
Lender acknowledges and agrees that its obligation to acquire participations in
Swingline Advances pursuant to this subsection is absolute and unconditional and
shall not be affected by any circumstance whatsoever, including the occurrence
and continuance of a Default or reduction or termination of the Commitments, and
that each such payment shall be made without any offset, abatement, withholding
or reduction whatsoever.  Each Lender shall comply with its obligation
under this subsection by wire transfer of immediately available funds, in the
same manner as provided in Section 2.02(a) with respect to Advances made by such
Lender (and Section 2.02 shall apply, mutatis mutandis, to the
payment obligations of the Lenders), and the Administrative Agent shall promptly
pay to the Swingline Bank the amounts so received by it from the
Lenders.  The Administrative Agent shall notify AEP of any
participations in any Swingline Advance acquired pursuant to this subsection,
and thereafter payments in respect of such Swingline Advance shall be made to
the Administrative Agent and not to the Swingline Bank.  Any amounts
received by the Swingline Bank from AEP (or other party on behalf of AEP) in
respect of a Swingline Advance after receipt by the Swingline Bank of the
proceeds of a sale of participations therein shall be promptly remitted to the
Administrative Agent; any such amounts received by the Administrative Agent
shall be promptly remitted by the Administrative Agent to the Lenders that shall
have made their payments pursuant to this subsection (to the extent of each
applicable Lender’s participation) and to the Swingline Bank to the extent of
its retained interest; provided that any such payment so remitted shall be
repaid to the Swingline Bank or to the Administrative Agent, as applicable, if
and to the extent such payment is required to be refunded to AEP for any
reason.  The purchase of participations in a Swingline Advance
pursuant to this subsection shall not relieve AEP of any default in the payment
thereof.

       

      SECTION
2.04. Letters
of Credit.

       

      (a) Each of
JPMCB and RBS has agreed to act as an LC Issuing Bank and, in such capacity,
each has agreed to issue Letters of Credit having an aggregate face amount not
greater than $175,000,000 for each such LC Issuing Bank.  AEP may also
from time to time appoint one or more other 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 AEP and the
relevant LC Issuing Bank, a copy of which agreement shall be delivered by AEP 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 two Business Days’ prior notice thereof by delivery of (i) a
Request for Issuance to the Administrative Agent (which shall promptly
distribute copies thereof to the Lenders) and the relevant LC Issuing Bank and
(ii) the relevant LC Issuing Bank’s standard form of Letter of Credit
application to such LC Issuing Bank for the account of the applicable Borrower
or any of its Subsidiaries; provided that such 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 not more than one year after the
date of issuance, provided, that if the expiry date
of such Letter of Credit is later than the Revolving Termination Date, the
applicable Borrower will (x) five Business Days prior to the Revolving
Termination Date if such Borrower’s Applicable Rating Level is 5 or above and
(y) 15 days prior to the Revolving Termination Date if such Borrower’s
Applicable Rating Level is 6, deposit in an account designated with the
Administrative Agent (the “LC Collateral
Account”), in the name of the Administrative Agent and for the benefit of
the Lenders and LC Issuing Banks, in same day funds, an amount equal to 103% of
the aggregate undrawn stated amount of such Letter of Credit), (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.  Notwithstanding any Borrower’s deposit of funds into the LC
Collateral Account pursuant to Section 2.04(b)(ii), such Borrower’s
reimbursement obligations with respect to such Letter of Credit shall remain in
effect until such Letter of Credit is no longer outstanding.  Each
Request for Issuance shall be irrevocable unless modified or rescinded by the
applicable Borrower not less than two Business Days prior to the proposed date
of issuance (or effectiveness) specified therein.  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 applicable 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,
the Outstanding Credits would exceed the aggregate Commitments.

       

      (d) Each
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 any Borrower pursuant to subsection (e) below, the
participating Lenders, on demand made by such LC Issuing Bank to such 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 such Borrower on the next succeeding Business Day after such
demand, 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 applicable 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 2.04(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,
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 applicable Borrower (without waiving any claim
against such Lender for such Lender’s failure to purchase a participation in the
reimbursement obligations of such 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 such 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 such Borrower
in accordance with Section 2.04(d), and (ii) in the case of such Lender, the
Federal Funds Rate.

       

      (g) The
payment obligations of each Lender under Section 2.04(e) and of the Borrowers
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 any 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.

       

      Without
limiting the foregoing, the obligations with respect to Letters of Credit of
each Lender shall be reinstated, to the extent that funds deposited in the Cash
Collateral Account by any Borrower pursuant to Section 2.04(b), the application
thereof or reimbursement in respect thereof, is required to be returned to such
Borrower by the LC Issuing Bank after the Revolving Termination
Date.

      


      (h) Without
limiting any other provision of this Section 2.04, for purposes of this Section
2.04 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 applicable Borrower, whether or not given or signed
by an authorized Person of such Borrower.

       

      (i) Each
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 applicable 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 such Borrower and any Lender, to the
extent of any direct, as opposed to consequential, damages suffered by such
Borrower or such Lender that such Borrower or such Lender proves were caused by
such LC Issuing Bank’s willful misconduct or gross negligence, including, in the
case of such 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 any
Borrower for damages caused by any LC Issuing Bank’s willful misconduct or gross
negligence.

       

      SECTION
2.05. Fees.

       

      (a) AEP
agrees to pay to the Administrative Agent for the account of each Lender a
commitment fee on such Lender’s Commitment Percentage of the Available
Commitments 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 Revolving Termination
Date, payable quarterly in arrears on the last day of each March, June,
September and December, commencing June 30, 2008, and ending on the Revolving
Termination Date; provided
that, solely for purposes of calculating the Outstanding Credits of such
Lender in order to determine such Lender’s Available Commitment under this
Section 2.05(a), the aggregate principal amount of Swingline Advances then
outstanding (other than Swingline Advances in which such Lender has a
participation) shall be deemed to be zero.  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) AEP shall
pay to the Administrative Agent for the account of the Administrative Agent such
fees as may from time to time be agreed between the AEP and the Administrative
Agent.

       

      (c) Each
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 with respect to such Borrower from the date
hereof until the later to occur of the Revolving 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, 2008), 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) Each
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 such Borrower and such LC Issuing
Bank.

       

      SECTION
2.06. Termination
or Reduction of the Commitments.

       

      (a) AEP 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 $5,000,000
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)  In
the event the Term-Out has not been exercised pursuant to Section 2.18, the
Commitments shall automatically terminate on the Revolving Termination
Date.  In addition, on each day on and after the effective date of the
Term-Out on which the aggregate Commitments shall exceed the aggregate principal
amount of the Advances then outstanding, the Commitments shall automatically and
permanently reduce by an amount equal to such excess.

       

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

       

      SECTION
2.07. Repayment
of Advances.

       

      (a) Each
Borrower shall repay to the Administrative Agent for the account of each Lender
on the Revolving Termination Date or, in the event the Term-Out has been
exercised pursuant to Section 2.18, the Term Loan Maturity Date, with respect to
such Lender the aggregate principal amount of the Advances (other than Swingline
Advances) made by such Lender to such Borrower then outstanding.  AEP
will repay to the Swingline Bank the then unpaid principal amount of each
Swingline Advance on the earliest of the Revolving Termination Date, the fifth
Business Day after such Swingline Advance is made and any date on which a
Borrowing (other than with respect to a Swingline Advance) is made.

       

      (b) If at any
time (i) the aggregate principal amount of Advances outstanding exceeds the
aggregate Commitments, the Borrowers 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
2.08. 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 and Borrower 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 each
Borrower to each Lender hereunder and (iii) the amount of any sum received by
the Administrative Agent hereunder from each Borrower and each Lender’s share
thereof.

       

      (c) The
entries made in the accounts maintained pursuant to subsections (a) and (b) of
this Section 2.08 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 any 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, each 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
2.09. Interest
on Advances.

       

      Each
Borrower shall pay interest on the unpaid principal amount of each Advance made
to such Borrower 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 or a Swingline 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.  Each 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 made to such Borrower, 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 such Borrower
through the Administrative Agent.

       

      SECTION
2.10. 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 applicable Borrower and the
Lenders of the applicable interest rate determined by the Administrative Agent
for purposes of Section 2.09(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 2.09(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 Borrowers 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 Borrowers and the Lenders that the circumstances causing such
suspension no longer exist.

       

      (d) If the
applicable 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 such 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
2.11. Optional
Conversion of Advances.

       

      Each
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 2.10 and 2.14,
Convert all or any part of Advances made to such Borrower 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 applicable Borrower.  This Section shall not apply to Swingline
Borrowings, which may not be Converted.

       

      SECTION
2.12. Optional
Prepayments of Advances.

       

      Each
Borrower may, upon notice not later than 11:00 A.M. (i) at least two Business
Days’ prior to the date of prepayment, in the case of Eurodollar Rate Advances
and (ii) on the date of prepayment, in the case of Base Rate Advances and
Swingline Advances, to the Administrative Agent (and, in the case of a Swingline
Advance, the Swingline Bank) stating the proposed date and aggregate principal
amount of the prepayment, and, if such notice is given, such Borrower shall
prepay the outstanding principal amount of the Advances made to such Borrower
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 $5,000,000 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 applicable Borrower shall be
obligated to reimburse the Lenders in respect thereof pursuant to Section
8.04(c).

       

      SECTION
2.13. 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 2.13 any such increased costs resulting
from (i) Taxes or Other Taxes (as to which Section 2.16 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 AEP 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 AEP 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 AEP 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 AEP 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),
AEP 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 AEP 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 AEP 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 2.13(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 2.13(c), and the determinations made by such Lender
on the basis thereof, shall be final, binding and conclusive upon AEP, except,
in the case of such determinations, for manifest errors in computation or
transmission.  Each Lender shall furnish to AEP upon request a
certificate explaining the basis for any amounts claimed by it under Section
2.13(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
2.14. 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 Borrowers, whereupon, until such Lender notifies the Borrowers 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 2.14, 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
2.15. Payments
and Computations.

       

      (a) Each
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 (except payments to be made directly to the Swingline Bank as expressly
provided herein) 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 2.09(c), 2.13, 2.16 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.  In the event that such
payment is required to be returned to such Borrower for any reason, each Lender
will return to the Administrative Agent any portion thereof previously
distributed to such Lender.  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) Each
Borrower hereby authorizes each Lender, if and to the extent payment owed to
such Lender is not made by such Borrower when due hereunder, after any
applicable grace period, to charge from time to time against any or all of such
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 any Borrower prior to
the date on which any payment is due from such Borrower to a Lender hereunder
that such Borrower will not make such payment in full, the Administrative Agent
may assume that such 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 such 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
2.16. Taxes.

       

      (a) Any and
all payments by each Borrower hereunder shall be made, in accordance with
Section 2.15, 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 any Borrower shall be required by law to deduct
any Taxes from or in respect of any sum payable by such Borrower 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 2.16) 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) such
Borrower shall make such deductions and (iii) such 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, each 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 such 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) Each
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 such
Borrower (including, without limitation, taxes of any kind imposed by any
jurisdiction on amounts payable by such Borrower under this Section 2.16), 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 2.16) 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 any Borrower of Taxes, such 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 such
Borrower through an account or branch outside the United States or by or on
behalf of such Borrower by a payor that is not a United States person, if such
Borrower determines that no Taxes are payable in respect thereof, such 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 AEP (but only so long as such Lender
remains lawfully able to do so), shall provide each of the Administrative Agent
and AEP 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 AEP 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 AEP with the
appropriate form described in Section 2.16(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 2.16(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 relevant Borrower shall take such steps as the Lender
shall reasonably request to assist the Lender to recover such
Taxes.

       

      SECTION
2.17. 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 by any Borrower or participations in Swingline Advances or Letters of
Credit (other than pursuant to Section 2.09(c), 2.13, 2.16 or 8.04(c) or in
respect of Eurodollar Rate Advances converted into Base Rate Advances pursuant
to Section 2.14) with respect to such Borrower, in excess of its ratable share
of payments on account of the Advances to such Borrower and participations in
Swingline Advances and Letters of Credit, obtained by all the Lenders, such
Lender shall forthwith purchase from the other Lenders such participations in
such Advances owing to them and participations in Swingline Advances and Letters
of Credit 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.  Each Borrower agrees that any Lender so purchasing a
participation from another Lender pursuant to this Section 2.17 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 such Borrower in the amount of such
participation.

       

      SECTION
2.18. Term-Out
Option.

       

      (a) Provided
no Default has occurred and is continuing, AEP may, upon written notice to the
Administrative Agent sent not less than ten days prior to the Revolving
Termination Date, elect to continue the aggregate principal balance of Advances
(other than Swingline Advances) of each Borrower then outstanding as
non-revolving term loans (the “Term-Out”),
to a date that is the earlier of (i) one year after the Revolving Termination
Date and (ii) the date of acceleration of the Advances pursuant to Section 6.01
(the “Term
Loan Maturity Date”).  As a condition precedent to the
Term-Out, AEP shall deliver to the Administrative Agent a certificate dated the
effective date of the Term-Out signed by a responsible officer of AEP,
certifying that: (i) the resolutions adopted by each Borrower and all documents
evidencing other necessary corporate action and Governmental Approvals, if any,
with respect to the Term-Out are attached thereto and such resolutions and other
documents are true and correct and have not been altered, amended or repealed
and are in full force and effect and (ii) before and after giving effect to the
Term-Out, (A) the representations and warranties of each 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
effective date of the Term-Out and (B) that no event has occurred and is
continuing, or would result from the Term-Out, that constitutes a
Default.

      


      (b)           After
giving effect to the Term-Out, each Borrower may repay, but not reborrow, the
term loans.  AEP may exercise the Term-Out only once during the term
of this Agreement.

       

      ARTICLE
III

      CONDITIONS
PRECEDENT

       

      SECTION
3.01. Conditions
Precedent to Initial Extensions of Credit.

       

      The
obligation of each Lender, the Swingline Bank and each LC Issuing Bank, as
applicable, to make the initial Extension of Credit to be made by it hereunder
shall become effective on and as of the first date on which the following
conditions precedent have been satisfied:

       

      (a) The
Administrative Agent shall have received on or before such date 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 each Borrower approving
this Agreement, and of all documents evidencing other necessary corporate action
and Governmental Approvals, if any, with respect to this Agreement (other than
any documents evidencing Governmental Approvals described in Section
3.03).

       

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

       

      (iii) A
favorable opinion of counsel for the Borrowers (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 each Borrower, dated such date, stating that:

       

      (i)           The
representations and warranties of all Borrowers 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) AEP 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 Borrowers.

       

      (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, the Swingline Bank and each 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 applicable Borrower of the
proceeds of any such Extension of Credit shall constitute a representation and
warranty by such Borrower that on the date of such Extension of Credit such
statements are true):

       

      (i) The
representations and warranties of such 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 with respect to such Borrower, 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.

       

      


      SECTION
3.03. Additional
Conditions Precedent to Initial Extensions of Credit to CSPC and
OPC.

       

      The
obligation of each Lender, the Swingline Bank and each LC Issuing Bank, as
applicable, to make the initial Extension of Credit to be made by it hereunder
to either CSPC or OPC shall be subject to the satisfaction of the conditions
precedent set forth in Section 3.01 and the further condition precedent that on
or prior to the date of such Extension of Credit the Administrative Agent shall
have received (i) a certificate of the Secretary or an Assistant Secretary of
such Borrower certifying that attached thereto are true and correct copies of
all necessary Governmental Approvals, if any, with respect to such Borrower and
this Agreement and (ii) a favorable opinion of counsel for such Borrower (which
may be an attorney of American Electric Power Service Corporation), as to such
matters related to such Governmental Approvals as the Administrative Agent and
any Lender through the Administrative Agent may reasonably request.

       

       

      ARTICLE
IV

      REPRESENTATIONS
AND WARRANTIES

       

      SECTION
4.01. Representations
and Warranties of the Borrowers.

       

      Each
Borrower represents and warrants as follows:

       

      (a) Such
Borrower is a corporation duly organized, validly existing and in good standing
under the laws of the jurisdiction in which it is incorporated or otherwise
organized, and each Significant Subsidiary of such Borrower 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 such Borrower of this Agreement, and the
consummation of the transactions contemplated hereby, are within such Borrower’s
corporate powers, have been duly authorized by all necessary action, and do not
contravene (i) such Borrower’s certificate of incorporation or by-laws, (ii) law
binding or affecting such Borrower or (iii) any contractual restriction
binding on or affecting such Borrower or any of its properties.

       

      (c) This
Agreement has been duly executed and delivered by such Borrower.  This
Agreement is the legal, valid and binding obligation of such Borrower
enforceable against such 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 such Borrower of
this Agreement, except for such Governmental Approvals that may be required to
be obtained by such Borrower in connection with any Extension of Credit to or
for the account of such Borrower, each of which Governmental Approvals will have
been obtained and will be in full force and effect on or prior to the date of
any Extension of Credit to or for the account of such Borrower.

       

      (e) There is
no pending or threatened action, suit, investigation, litigation or proceeding,
including, without limitation, any Environmental Action, affecting such 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 each Borrower and its Consolidated Subsidiaries as
at December 31, 2007, and the related consolidated statements of income and cash
flows of such 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
such Borrower and its Consolidated Subsidiaries as at such date and the
consolidated results of the operations of such 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 with respect to such
Borrower.

       

      (g) No
written statement, information, report, financial statement, exhibit or schedule
furnished by or on behalf of such 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, such Borrower and each Significant
Subsidiary of such Borrower 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.  Such 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.  Such Borrower and each of its ERISA Affiliates have complied
in all material respects with ERISA and the Internal Revenue
Code.  Such 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 any
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) Such
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) Such
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 such Borrower subject to the restrictions of Section 5.02(a), (c) or (d)
constitutes Margin Stock.

       

      (l) Neither
such Borrower nor any Significant Subsidiary of such Borrower 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 such 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 of such Borrower as of the date hereof are listed on
Schedule 4.01(m) hereto.

       

       

      ARTICLE
V

      COVENANTS
OF THE BORROWERS

       

      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, each Borrower will:

       

      (a) Preservation of
Existence, Etc.  Preserve and maintain, and cause each
Significant Subsidiary of such Borrower 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 each Borrower
and any Significant Subsidiary of such Borrower may consummate any merger or
consolidation permitted under Section 5.02(a); and provided further that neither such
Borrower nor any Significant Subsidiary of such Borrower shall be required to
preserve any right or franchise if (i) the board of directors of such 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
such Borrower or such Significant Subsidiary, as the case may be, and that the
loss thereof is not disadvantageous in any material respect to such 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 of any Borrower shall be required to preserve and maintain its
corporate existence if (x) the loss thereof is not disadvantageous in any
material respect to such 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 of
such Borrower 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 of such Borrower 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, such Borrower and
any Significant Subsidiary of such Borrower and to discuss the affairs, finances
and accounts of such Borrower and any Significant Subsidiary of such Borrower
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 of such Borrower 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 of
such Borrower 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 each
Borrower and each Significant Subsidiary of such Borrower 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 any
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 of such
Borrower 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 such 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 such Borrower, a copy of the consolidated
balance sheet of such Borrower and its Subsidiaries as of the end of such
quarter and consolidated statements of income and cash flows of such 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 such 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 such 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, such
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 such Borrower, a copy of the annual audit report for such year for such
Borrower and its Subsidiaries, containing a consolidated balance sheet of such
Borrower and its Subsidiaries as of the end of such fiscal year and consolidated
statements of income and cash flows of such Borrower and its Subsidiaries for
such fiscal year, in each case accompanied by an opinion by Deloitte &
Touche LLP or other independent registered public accounting firm acceptable to
the Required Lenders, and consolidating statements of income and cash flows of
such Borrower and its Subsidiaries for such fiscal year, and a certificate of
the chief financial officer, chief accounting officer, treasurer or assistant
treasurer of such 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, such
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 such Borrower obtains knowledge of the occurrence of each
Default relating to such Borrower continuing on the date of such statement, a
statement of the chief financial officer or treasurer of such Borrower setting
forth details of such Default and the action that such 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 such
Borrower or any Significant Subsidiary of such Borrower files with the
Securities and Exchange Commission or any national securities exchange; provided that information
required to be delivered pursuant to this clause (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;

       

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

       

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

       

      The
financial reports required to be delivered by each Borrower under paragraphs (i)
and (ii)  alone shall be delivered in the form of such Borrower’s
Quarterly Report on Form 10-Q or Annual Report on Form 10-K, in each case, for
the applicable fiscal period, if such Borrower is required pursuant to
applicable law to file, or does file, such reports with the SEC.

      


      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, each Borrower (except to the extent the following is
limited to a certain Borrower) agrees that it will not:

       

      (a) Mergers,
Etc.  Merge or consolidate with or into any Person, or permit
any Significant Subsidiary of such Borrower to do so, except that (i) any
Subsidiary of such Borrower may merge or consolidate with or into any other
Subsidiary of such Borrower, (ii) any Subsidiary of such Borrower may merge into
such Borrower, (iii) any Significant Subsidiary of such Borrower may merge with
or into any other Person so long as such Significant Subsidiary continues to be
a Significant Subsidiary of such Borrower and (iv) such Borrower may merge with
any other Person so long as the successor entity (if other than such Borrower)
assumes, in form reasonably satisfactory to the Administrative Agent, all of the
obligations of such 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 with respect to such Borrower 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 such
Borrower (other than AEP Resources, Inc.) if such Significant Subsidiary would
cease to be a Subsidiary of such Borrower 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 of such Borrower (other than, in the case of
AEP, 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
such Borrower that in the aggregate do not exceed 20% of the Consolidated
Tangible Net Assets of such 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 such
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 such 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 of such Borrower 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 such Borrower, whether now
owned or hereafter acquired, or assign, or permit any Significant Subsidiary of
such Borrower to assign, any right to receive income (other than in connection
with Stranded Cost Recovery Bonds and the sale of accounts receivable by the
Borrowers), 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
of such Borrower 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 of such Borrower 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 such 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
such 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, each 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 with respect to a
Borrower:

       

      (a) Such
Borrower shall fail to pay (i) any principal of any Advance when the same
becomes due and payable, (ii) any amount payable to any LC Issuing Bank in
reimbursement of any drawing under a Letter of Credit within three days after
the same becomes due and payable or (iii) such Borrower 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 such Borrower herein or by such 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) Such
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) such 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 such 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 such Borrower (but excluding Debt outstanding hereunder) or any
Significant Subsidiary of such Borrower 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) Such
Borrower or any Significant Subsidiary of such Borrower 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 such Borrower or
any Significant Subsidiary of such Borrower 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
such Borrower or any Significant Subsidiary of such Borrower 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 AEP’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 AEP (or
other securities convertible into such Voting Stock) representing 30% or more of
the combined voting power of all Voting Stock of AEP (which shall constitute an
Event of Default for all Borrowers); (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 AEP shall cease for any
reason to constitute a majority of the board of directors of AEP, provided that any person
becoming a director subsequent to the date hereof, whose election, or nomination
for election by AEP’s shareholders, was approved by a vote of at least a
majority of the directors of the board of directors of AEP 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 AEP) shall be, for
purposes of this provision, considered as though such person were a member of
the board as of the date hereof (which shall constitute an Event of Default for
all Borrowers); or (iii) AEP shall fail to own directly or indirectly 100% of
the common equity of any other Borrower (which shall constitute an Event of
Default for such Borrower); or

       

      (g) Any
judgment or order for the payment of money in excess of $50,000,000 in the case
of any Borrower or any Significant Subsidiary of such Borrower to the extent not
paid or insured shall be rendered against such Borrower or any Significant
Subsidiary of such Borrower 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 any 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 such Borrower, declare
the obligation of each Lender to make Extensions of Credit to such 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 such
Borrower, declare the outstanding Borrowings of such Borrower, all interest
thereon and all other amounts payable under this Agreement by such Borrower to
be forthwith due and payable, whereupon the outstanding Borrowings of such
Borrower, all such interest and all such amounts shall become and be forthwith
due and payable by such Borrower, without presentment, demand, protest or
further notice of any kind, all of which are hereby expressly waived by such
Borrower; provided,
however, that in the
event of an actual or deemed entry of an order for relief with respect to any
Borrower under the Federal Bankruptcy Code, (A) the obligation of each Lender to
make Extensions of Credit to such Borrower shall automatically be terminated and
(B) the outstanding Borrowings to such 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 such Borrower.

       

      SECTION
6.02. Actions
in Respect of the Letters of Credit upon Default.

       

      If any
Event of Default described in Section 6.01(e) shall have occurred and be
continuing with respect to any Borrower or the Borrowings shall have otherwise
been accelerated or the Commitments terminated pursuant to Section 6.01 with
respect to such Borrower, then the Administrative Agent may, or shall at the
request of the Required Lenders, make demand upon such Borrower to, and
forthwith upon such demand such Borrower will, deposit in the LC Collateral
Account with the Administrative Agent, in the name of the Administrative Agent
and for the benefit of the Lenders and LC Issuing Banks, in same day funds, an
amount equal to 103% of the aggregate undrawn stated amounts of all Letters of
Credit that are outstanding on such date.  If at any time the
Administrative Agent determines that any funds held in the LC Collateral Account
are subject to any right or claim of any Person other than the Administrative
Agent, the Lenders and the LC Issuing Banks or that the total amount of such
funds is less than 103% of the aggregate undrawn stated amounts of all Letters
of Credit that are outstanding on such date, such Borrower will, forthwith upon
demand by the Administrative Agent, pay to the Administrative Agent, as
additional funds to be deposited and held in the LC Collateral Account, an
amount equal to the excess of (i) 103% of such aggregate undrawn stated amounts
of all Letters of Credit that are outstanding on such date over (ii) the total
amount of funds, if any, then held in the LC Collateral Account that the
Administrative Agent determines to be free and clear of any such right and
claim.  Upon the drawing of any Letter of Credit for which funds are
on deposit in the LC Collateral Account, such funds shall be applied to
reimburse the relevant LC Issuing Bank or Lender holding a participation in the
reimbursement obligation of such Borrower to such LC Issuing Bank to the extent
permitted by applicable law.

       

       

      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 any 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 Borrowers), 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. JPMCB
and its Affiliates.

       

      With
respect to its Commitments and the Advances made by it, JPMCB 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 JPMCB in its
individual capacity.  JPMCB 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 JPMCB 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 Borrowers) 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 AEP under Section 8.04, to the extent that the
Administrative Agent is not promptly reimbursed for such costs and expenses by
AEP 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 Borrowers 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 any Borrower therefrom, shall in any event be effective unless the
same shall be in writing and signed by the Required Lenders and the affected
Borrowers, 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, extend the
Commitments, increase any Borrower Sublimit 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, the Swingline Bank 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, the Swingline Bank 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 Borrowers, 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 2.13, 2.16 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) Each
Borrower hereby agrees that any notice that is required to be delivered to it
hereunder shall be delivered to AEP 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 AEP 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 (including the Swingline Bank), 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: Regina Harmon, Loan
& Agency Services (telecopy: (713) 427-6307; telephone: (713) 750-2355); 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 2.04; or, as to AEP
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 AEP and the Administrative Agent.  All such notices and
communications shall be effective when received, if received during the
recipient’s normal business hours, 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
Borrowers 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
Borrowers 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 ANY 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 ANY 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 (if received during
such Lender’s normal business hours) 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) AEP
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.  AEP 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) AEP
agrees to indemnify and hold harmless each Lender, the Administrative Agent, the
Swingline Bank, the LC Issuing Banks 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 or (ii) the actual or alleged
presence of Hazardous Materials on any property of any Borrower or any of its
Subsidiaries or any Environmental Action relating in any way to any 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 such 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 any 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.  Each 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 any 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 2.07, 2.10(e), 2.13 or 2.15, 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), such 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 Borrowers hereunder, the
respective agreements and obligations of the Borrowers contained in Sections
2.14, 2.17 and 8.04 shall survive the payment in full of principal, interest and
all other amounts payable hereunder.

       

      (e) Each
Borrower agrees that no Indemnified Party shall have any liability (whether
direct or indirect, in contract or tort or otherwise) to such 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 any Borrower or any of its
Affiliates in which such Indemnified Party is not named as a defendant, such
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 with respect
to a Borrower 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 of such Borrower 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 such Borrower against any and all of the obligations of such 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
such 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 when it shall have been executed by the
Borrowers and the Administrative Agent and when the Administrative Agent shall
have been notified by each Initial Lender that such Initial Lender has executed
it and thereafter shall be binding upon and inure to the benefit of the
Borrowers, the Administrative Agent, each Lender, the Swingline Bank and each LC
Issuing Bank and their respective successors and assigns, except that no
Borrower shall 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 a Lender, a
wholly owned Affiliate of such Lender or a wholly owned Affiliate of the
assigning Lender, in which case no such consent, and only notice to the
Administrative Agent and AEP shall be required) of the Administrative Agent, AEP
(unless a Default shall have occurred and be continuing), the Swingline Bank and
each LC Issuing Bank (in each case, with each consent not to 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), AEP).  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 any
Borrower or the performance or observance by any 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 Borrowers.

       

      (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 by
each Borrower from time to time (the “Register”).  The
entries in the Register shall be conclusive and binding for all purposes, absent
manifest error, and each 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 each Borrower, the Administrative Agent or any Lender at any
reasonable time and from time to time upon reasonable prior notice.

       

      (e) Each
Lender may sell participations to one or more banks or other entities (other
than the Borrowers or any of their 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 AEP,
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) each Borrower, the Administrative Agent, the Swingline Bank,
the LC Issuing Banks 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 2.13 or 2.16 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 any 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
2.09(c), 2.13, 2.16 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 2.16(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 2.13(a) or 2.16 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 each Borrower and the Administrative Agent for any
liabilities for Taxes that such 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 Borrowers, the option to
provide to any Borrower all or any part of any Advance that such Granting Lender
would otherwise be obligated to make to such 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 2.09(c), 2.13 or 2.16 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 such 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 each 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 such 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 any Borrower furnished to such Lender by or on behalf of such
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 any 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 2.14,
or any Borrower shall be required to make additional payments to any Lender
under Section 2.09(c), 2.13 or 2.16, AEP 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 AEP
and approved by the Administrative Agent, the Swingline Bank 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 relevant 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 2.09(c), 2.13 or
2.16.

       

      SECTION
8.08. Confidentiality.

       

      Neither
the Administrative Agent nor any Lender shall disclose any Confidential
Information to any other Person without the consent of AEP, 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 Borrowers, 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 Swingline Bank, the Borrowers 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 Borrowers 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 Borrowers, which information includes the
name and address of each Borrower and other information that will allow such
Lender or LC Issuing Bank, as the case may be, to identify such Borrower in
accordance with the Act.

       

      SECTION
8.15.  No
Fiduciary Duty. 

       

      Each of
the Administrative Agent, each Lender, the Swingline Bank, the LC Issuing Banks
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 Borrowers.  The Borrowers agree 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 any Borrower, its stockholders or its Affiliates.  Each 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 Borrowers, 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 any Borrower, its management,
stockholders, creditors or any other person, (iii) no Lender has assumed an
advisory or fiduciary responsibility in favor of any 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 any Borrower on other matters) or any other obligation to any
Borrower except the obligations expressly set forth in the Loan Documents and
(iv) each Borrower has consulted its own legal and financial advisors to the
extent it deemed appropriate.  Each 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.  Each
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 any
Borrower, in connection with such transaction or the process leading
thereto.

       

      


       

      [Remainder
of page intentionally left blank.]

       


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed as of the day and year first above written.

       

      
        	
                AEP
      TEXAS CENTRAL COMPANY

                AEP
      TEXAS NORTH COMPANY

                AMERICAN
      ELECTRIC POWER COMPANY, INC.

                APPALACHIAN
      POWER COMPANY

                COLUMBUS
      SOUTHERN POWER COMPANY

                INDIANA
      MICHIGAN POWER COMPANY

                KENTUCKY
      POWER COMPANY

                OHIO
      POWER COMPANY

                PUBLIC
      SERVICE COMPANY OF OKLAHOMA

                SOUTHWESTERN
      ELECTRIC POWER

                       COMPANY

                 

                By/s/  Julia A.
      Sloat

                       Name:  Julia
      A. Sloat

                       Title:  Treasurer

              


      

      


      


      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      
        	
                JPMORGAN
      CHASE BANK, N.A.

                as
      Administrative Agent, Swingline Bank, LC Issuing Bank and as
      Lender

                By  /s/  Michael
      J. DeForge

                      Name:   Michael
      J. DeForge

                      Title:  Executive
      Director

                 

              


      

      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      
        	
                THE
      ROYAL BANK OF SCOTLAND PLC, as Syndication Agent, LC Issuing Bank and
      Lender

                 

                 

                By/s/  Emily  Freedman

                Name:  Emily  Freedman

                Title:  Vice
      President

              


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      


      
        	
                THE
      BANK OF TOKYO-MITSUBISHI UFJ, LTD., NEW YORK BRANCH, as Documentation
      Agent and Lender

                 

                 

                By/s/  Chi- Cheng
      Chen

                Name:  Chi-
      Cheng Chen

                Title:  Authorized
      Signatory

              


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      
        	
                BNP
      PARIBAS, as Documentation Agent and Lender

                 

                 

                By/s/  Francis
      J. Delaney

                Name:  Francis
      J. Delaney

                Title:  Managing
      Director

                 

                 

                By/s/  Ravina
      Advani

                Name:  Ravina
      Advani

                Title:  Vice
      President

                 

              


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      
        	
                CITIBANK,
      N.A., as Documentation Agent and Lender

                 

                 

                By/s/  Nietzche  Rodricks

                Name:  Nietzche  Rodricks

                Title:  Vice
      President

                 

              


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      
        	
                BARCLAYS
      BANK PLC

                 

                 

                By/s/  Gary B.
      Wenslow

                Name:  Gary
      B. Wenslow

                Title:  Associate
      Director

                 

              


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      
        	
                THE
      BANK OF NEW YORK

                 

                 

                By/s/  John-Paul
      Marotta

                Name:  John-Paul
      Marotta

                Title:  Managing
      Director

                 

              


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      
        	
                CALYON,
      NEW YORK BRANCH

                 

                 

                By/s/  Darrell
      Stanley

                Name:  Darrell
      Stanley

                Title:  Managing
      Director

                 

                 

                By/s/  Sharada
      Manne

                Name:  Sharada
      Manne

                Title:  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/  Mary
      E. Evans

                Name:  Mary
      E. Evans

                Title:  Associate
      Director

                 

                 

                By/s/  David
      B. Julie

                Name:  David
      B. Julie

                Title:  Associate
      Director

                 

              


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      
        	
                MERRILL
      LYNCH BANK USA

                 

                 

                By/s/  Louis
      Alder

                Name:  Louis
      Alder

                Title:  First
      Vice  President

                 

              


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      
        	
                MORGAN
      STANLEY BANK

                 

                 

                By/s/  Daniel
      Twenge

                Name:  Daniel
      Twenge

                Title:  Authorized
      Signatory

                 

              


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      
        	
                SUNTRUST
      BANK

                 

                 

                By/s/  Lindsay
      Minneman

                Name:  Lindsay
      Minneman

                Title:  Vice
      President

                 

              


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      
        	
                WACHOVIA
      BANK, NATIONAL ASSOCIATION

                 

                 

                By/s/  Henry R.
      Biedrzycki

                Name:  Henry
      R. Biedrzycki

                Title:  Director

                 

              


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      
        	
                WILLIAM
      STREET COMMITMENT CORPORATION

                 

                 

                By/s/  Mark
      Walton

                Name:  Mark
      Walton

                Title:  Authorized
      Signatory

                 

              


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      
        	
                LEHMAN
      BROTHERS BANK, FSB

                 

                 

                By/s/  Janine
      Shugan

                Name:  Janine
      Shugan

                Title:  Authorized
      Signatory

                 

              


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      
        	
                BANCO
      BILBAO VIZCAYA ARGENTARIA S.A.

                 

                 

                By/s/  Peter
      Tommaney

                Name:  Peter
      Tommaney

                Title:  Senior
      Vice President

                 

                 

                 

                By/s/  Luis
      Ruigomez

                Name:  Luis
      Ruigomez

                Title:  Managing
      Director

                 

              


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      
        	
                THE
      NORTHERN TRUST COMPANY

                 

                 

                By/s/  Jeffey
      P. Sullivan

                Name:  Jeffey
      P. Sullivan

                Title:  Vice
      President

                 

              


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      
        	
                U.S.
      BANK, NATIONAL ASSOCIATION

                 

                 

                By/s/  Christine L.
      Wager

                Name:  Christine
      L. Wager

                Title:  Vice
      President

                 

              


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      
        	
                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:  Executive
      Director

                 

                 

              


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      


      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, [NAME OF BORROWER], refers to the Credit Agreement, dated as of
April 4, 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, the other Borrowers party thereto, certain
Lenders party thereto, certain LC Issuing Banks party thereto and JPMorgan Chase
Bank, N.A., as Administrative Agent for said Lenders and LC Issuing Banks, 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,

       

      [NAME OF
BORROWER]

       

      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, [NAME OF BORROWER], refers to the Credit Agreement, dated as of
April 4, 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, the other Borrowers party thereto, certain
Lenders party thereto, the LC Issuing Banks party thereto and JPMorgan Chase
Bank, N.A., as Administrative Agent for said Lenders and LC Issuing Banks, and
hereby gives you notice pursuant to Section 2.04(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
___________;

      


      (iv)           the
proposed stated amount of the Requested Letter of Credit is
_______________;1

      


      (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 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 [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.

       

      [NAME OF
BORROWER]

      


      
        	
                By____________________________

              	 


      

      Name:

      Title:

      


      


      Consented
to as of the date2

      first
above written:

      


      [NAME OF
LETTER OF CREDIT BENEFICIARY]

      


      


      By____________________________________

      Name:

      Title:

      


        

      
        1  Must be minimum of
$100,000.

         

      

        
        
          	
                  2

                	
                  Necessary
      only for modification or
amendment

                


        

      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      EXHIBIT
C

      (to
the Credit Agreement)

       

      FORM
OF ASSIGNMENT AND ACCEPTANCE

       

      Reference
is made to the Credit Agreement, dated as of April 4, 2008 (the “Credit
Agreement”, the terms defined therein being used herein as therein
defined), among the Borrowers named therein, the Lenders named therein, the LC
Issuing Banks named therein and JPMorgan Chase Bank, N.A., as Administrative
Agent for said Lenders and LC Issuing Banks.

       

      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 Borrowers or the
performance or observance by the Borrowers 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 will 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

      and
Swingline Bank

       

      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__

      


      


       

        
        
          	
                  3

                	
                  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 BORROWERS

       

      To each
of the Lenders 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 Credit
Agreement, dated as of April 4, 2008 (the “Credit
Agreement”) among AEP Texas Central Company, AEP Texas North Company,
American Electric Power Company, Inc., Appalachian Power Company, Columbus
Southern Power Company (“CSPC”),
Indiana Michigan Power Company, Kentucky Power Company, Ohio Power Company
(“OPC”),
Public Service Company of Oklahoma and Southwestern Electric Power Company
(collectively, the “Borrowers”),
the Lenders party thereto, the LC Issuing Banks party thereto and JPMorgan Chase
Bank, N.A., as Administrative Agent for the Lenders and LC Issuing
Banks.  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 Borrowers, and have acted as counsel to the Borrowers in
connection with the preparation, execution and delivery of the Credit
Agreement.  I am generally familiar with the Borrowers’ 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 Borrowers pursuant to Article III of the Credit
      Agreement.

              


      

      


      
        	
                (3)  

              	
                The
      certificates of incorporation of the Borrowers and all amendments
      thereto.

              


      

      


      
        	
                (4)  

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

              


      

      


      
        	
                (5)  

              	
                Certificates
      of the Secretary of State or equivalent officer of each state in which a
      Borrower is incorporated or otherwise formed, dated as of a recent date,
      attesting to the continued existence and good standing of the Borrowers
      incorporated or otherwise formed 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 Borrowers, certificates of public officials and of officers of
the Borrowers, 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 Borrowers, 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 Borrowers (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.  

              	
                Each
      Borrower (a) is a corporation duly organized, validly existing and in good
      standing under the laws of the state of its incorporation or formation;
      (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
  Borrowers.

              


      

      


      
        	
                2.  

              	
                Each
      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.  Each 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 each of the
  Borrowers.

              


      

      


      
        	
                3.  

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

              


      

      


      
        	
                4.  

              	
                Except
      as required with respect to CSPC and OPC pursuant to Section 3.03 of the
      Credit Agreement, 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 Borrowers or any of their
      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.  

              	
                No
      Borrower nor any of their respective 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 Borrowers 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 Borrowers enforceable against
      the Borrowers 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 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 Credit Agreement, dated as of April 4, 2008 (the “Credit
Agreement”), among AEP Texas Central Company, AEP Texas North Company,
American Electric Power Company, Inc., Appalachian Power Company, Columbus
Southern Power Company, Indiana Michigan Power Company, Kentucky Power Company,
Ohio Power Company, Public Service Company of Oklahoma and Southwestern Electric
Power Company (collectively, the “Borrowers”),
the Lenders party thereto, the LC Issuing Banks party thereto and JPMorgan Chase
Bank, N.A., as Administrative Agent for the Lenders and LC Issuing
Banks.  Terms defined in the Credit Agreement are used herein as
therein defined.  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 Borrowers, the Administrative Agent,
the LC Issuing Banks and the Lenders; and

       

      (2)           The
other documents furnished by the Borrowers 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 Borrowers (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 Borrowers 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 Borrowers and,
accordingly, are not privy to the nature or character of their
businesses.  Accordingly, we have also assumed that the Borrowers are
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 Borrowers
enforceable against the Borrowers 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:sn

      


      


      


      


      


      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      Schedule
I -  Schedule of Lenders

      



      
        
           


        

        
           


          
            

          

        

        
           


        

      


      Schedule
4.01(m)

       

      Significant
Subsidiaries

       

      American Electric Power
Company, Inc.

       

      Appalachian
Power Company

       

      Columbus
Southern Power Company

       

      Indiana
Michigan Power Company

       

      Ohio
Power Company

       

      AEP
Utilities, Inc.