exh10-1_032709.htm


    

      EXECUTION
COPY

      


      Exhibit
10.1

    

     

     

    
 

     

    $50,000,000

     

    TERM
LOAN CREDIT AGREEMENT

     

    among

     

    TEXAS-NEW MEXICO POWER
COMPANY,

    as the
Borrower,

    


    THE
LENDERS IDENTIFIED HEREIN,

     

    AND

     

    UNION
BANK, N.A.,

    as
Administrative Agent

     

    
 

    DATED AS
OF MARCH 25, 2009

     

     

     

    


    


    UNION
BANK, N.A.,

    
    

    as Lead
Arranger and Book Manager


    
      
        
          


           

           

          


        

         


      

      
         


        
          

        

      

      
         


      

    

     

    
      	  TABLE
      OF CONTENTS 	 
	 	 
	 SECTION
      1  DEFINITIONS AND ACCOUNTING
      TERMS    	 1
	
               1.1             Definitions.

            	 1
	
               1.2             Computation of Time
      Periods and Other Definitional Provisions.

            	 15
	
               1.3             Accounting
      Terms/Calculation of Financial Covenants.

            	 15
	
               1.4             Time.        

            	 15
	
               1.5             Rounding of Financial
      Covenants. 

            	 16
	
               1.6             References to
      Agreements and Requirement of
      Laws.     

            	 16
	 SECTION
      2  CREDIT FACILITY    	 16
	
               2.1             Loans.     

            	 16
	
               2.2             [Reserved].       

            	 17
	
               2.3             Continuations and
      Conversions.    

            	 17
	
               2.4             Minimum
      Amounts.   

            	 18
	
               2.5             [Reserved].     

            	 18
	
               2.6             [Reserved].   

            	 18
	
               2.7             Evidence of
      Debt.  

            	 18
	 SECTION
      3  GENERAL PROVISIONS APPLICABLE TO
      LOANS      	 18
	
               3.1             Interest.      

            	 18
	
               3.2             Payments
      Generally.      

            	 19
	
               3.3             Prepayments.   

            	 20
	
               3.4             [Reserved].     

            	 21
	
               3.5             Payment in full at
      Maturity.        

            	 21
	
               3.6             Computations of
      Interest and Fees.   

            	 21
	
               3.7             Pro Rata
      Treatment.   

            	 22
	
               3.8             Sharing of
      Payments.   

            	 22
	
               3.9             Capital
      Adequacy.  

            	 23
	
               3.10           Eurodollar
      Provisions. 

            	 23
	
               3.11           Illegality.      

            	 23
	
               3.12           Requirements of Law;
      Reserves on Eurodollar
    Loans.    

            	 23
	
               3.13           Taxes.       

            	 24
	
               3.14           Compensation.    

            	 26
	
               3.15           Determination and
      Survival of
    Provisions.     

            	 27
	 SECTION
      4  CONDITIONS PRECEDENT TO
    CLOSING    	 27
	
               4.1             Closing
      Conditions.         

            	 27
	 SECTION
      5  CONDITIONS TO ALL EXTENSIONS OF CREDIT  	 30
	
               5.1             Funding
      Requirements.   

            	 30
	 SECTION
      6  REPRESENTATIONS AND
    WARRANTIES    	 30
	
               6.1             Organization and Good
      Standing.    

            	 30
	
               6.2             Due
      Authorization.    

            	 31
	
               6.3             No
      Conflicts.    

            	 31
	
               6.4             Consents.     

            	 31
	
               6.5             Enforceable
      Obligations.  

            	 31
	
               6.6             Financial
      Condition. 

            	 31
	
               6.7             No Material
      Change.   

            	 32
	
               6.8             No
      Default.   

            	 32
	
               6.9             Litigation.    

            	 32
	
               6.10           Taxes.      

            	 32
	
               6.11           Compliance with
      Law.   

            	 32
	
               6.12           ERISA.    

            	 32
	
               6.13           Use of Proceeds;
      Margin Stock.   

            	 33


    

     

    
      
        
        

      

      
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               6.14           Government
      Regulation. 

            	 34
	
               6.15           Solvency. 

            	 34
	
               6.16           Disclosure. 

            	 34
	
               6.17           Environmental
      Matters. 

            	 34
	
               6.18           First Mortgage Bonds
      Validly Issued.

            	 34
	
               6.19           First Priority
      Mortgage. 

            	 35
	 SECTION
      7  AFFIRMATIVE
      COVENANTS 	 35
	
               7.1             Information
      Covenants. 

            	 35
	
               7.2             Financial
      Covenant. 

            	 37
	
               7.3             Preservation of
      Existence and Franchises. 

            	 37
	
               7.4             Books and
      Records. 

            	 37
	
               7.5             Compliance with
      Law. 

            	 38
	
               7.6             Payment of Taxes and
      Other Indebtedness.

            	 38
	
               7.7             Insurance. 

            	 38
	
               7.8             Performance of
      Obligations. 

            	 38
	
               7.9             Use of
      Proceeds.

            	 38
	
               7.10           Audits/Inspections. 

            	 38
	
               7.11           Hedging.  

            	 39
	 SECTION
      8  NEGATIVE
      COVENANTS 	 39
	
               8.1             Nature of
      Business.

            	 39
	
               8.2             Consolidation and
      Merger. 

            	 39
	
               8.3             Sale or Lease of
      Assets. 

            	 39
	
               8.4             Affiliate
      Transactions. 

            	 39
	
               8.5             Liens. 

            	 39
	
               8.6             Accounting
      Changes. 

            	 41
	
               8.7             Burdensome
      Agreements. 

            	 41
	
               8.8             Affiliate
      Indebtedness. 

            	 41
	 SECTION
      9  EVENTS OF
      DEFAULT 	 42
	
               9.1             Events of
      Default. 

            	 42
	
               9.2             Acceleration;
      Remedies. 

            	 44
	
               9.3            
      Allocation of
      Payments After Event of Default. 

            	 45
	 SECTION
      10  AGENCY PROVISIONS 	 46
	
               10.1           Appointment and
      Authority. 

            	 46
	
               10.2           Rights as a
      Lender. 

            	 46
	
               10.3           Exculpatory
      Provisions. 

            	 46
	
               10.4           Reliance by
      Administrative Agent. 

            	 47
	
               10.5           Delegation of
      Duties. 

            	 47
	
               10.6           Resignation of
      Administrative Agent. 

            	 47
	
               10.7           Non-Reliance on
      Administrative Agent and Other Lenders. 

            	 48
	
               10.8           No Other Duties,
      Etc. 

            	 48
	
               10.9           Administrative Agent
      May File Proofs of Claim. 

            	 48
	 SECTION
      11  MISCELLANEOUS 	 49
	
               11.1           Notices;
      Effectiveness; Electronic Communication.

            	 49
	
               11.2           Right of
      Set-Off. 

            	 51
	
               11.3           Successors
      and Assigns. 

            	 51
	
               11.4           No Waiver; Remedies
      Cumulative. 

            	 54
	
               11.5           Attorney Costs,
      Expenses, Taxes and Indemnification by
    Borrower. 

            	 54
	
               11.6           Amendments,
      Etc. 

            	 56
	
               11.7           Counterparts. 

            	 57
	
               11.8           Headings. 

            	 57
	
               11.9           Survival of
      Indemnification and Representations and
      Warranties. 

            	 57


    

     

     

    
      
        
        

      

      
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               11.10         Governing Law; Venue;
      Service. 

            	 57
	
               11.11         Waiver of Jury Trial;
      Waiver of Consequential Damages. 

            	 58
	
               11.12         Severability. 

            	 58
	
               11.13         Further
      Assurances. 

            	 58
	
               11.14         Confidentiality. 

            	 58
	
               11.15         Entirety. 

            	 59
	
               11.16         Binding Effect;
      Continuing Agreement. 

            	 59
	
               11.17         [Reserved].

            	 59
	
               11.18         USA Patriot Act
      Notice. 

            	 59
	
               11.19         Acknowledgment. 

            	 60
	
               11.20         Replacement of
      Lenders. 

            	 60
	 	 


    

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    



    
      
         


      

      
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    SCHEDULES

     

     

    
      	 Schedule
      1.1(a)   	 Pro Rata
      Shares
	 Schedule
      11.1   	 Notices
	 Schedule
      11.3 	 Processing and
      Recording Fees


    

     

     

    EXHIBITS

     

     

    
      	 Exhibit
      1.1.1	 Form of FMB
      Delivery Agreement
	 Exhibit
      1.1.2  	 Form of Second
      Supplemental Indenture
	
               Exhibit
      2.1(b)  

            	 Form of Notice
      of Borrowing
	 Exhibit
      2.1(e) 	 Form of
      Note
	 Exhibit
      2.3    	 Form of Notice
      of Continuation/Conversion
	 Exhibit
      7.1(c)	 Form of
      Compliance Certificate
	 Exhibit
      11.3(b)   	 Form of
      Assignment and Assumption


    

     

                                    

                                  

                                

                                 

                                     


                                      

                                 

    



    
      
         


      

      
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    TERM
LOAN CREDIT AGREEMENT

    


    


    THIS TERM
LOAN CREDIT AGREEMENT (this “Credit Agreement”) is
entered into as of  March  25, 2009 among TEXAS-NEW MEXICO
POWER COMPANY, a Texas corporation (the “Borrower”), the
Lenders and UNION BANK, N.A., as Administrative Agent.

    


    RECITALS

    


    


    WHEREAS, the Borrower has
requested that the Lenders make available a $50,000,000 senior term loan credit
facility; and

    


    WHEREAS, the Lenders party
hereto have agreed to make the senior term loan credit facility available on the
terms and conditions hereinafter set forth.

    


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

    


    SECTION
1

    


    DEFINITIONS
AND ACCOUNTING TERMS

    


    1.1               
 Definitions.

    


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

    


    “2008 Revolving Loan
Agreement” means that certain Credit Agreement, dated as of May 15, 2008,
by and among the Borrower, the lenders and financial institutions parties
thereto, JPMorgan Chase Bank, N.A., as administrative agent and Union Bank, N.A.
(formerly known as Union Bank of California, N.A.), as syndication agent, as it
may be amended, supplemented, extended or otherwise modified from time to
time.

    


    “2009 Revolving Loan
Agreement” means a revolving loan credit agreement to be dated on or
before May 13, 2009, between the Borrower and one or more lenders parties
thereto, including an administrative agent acting as agent on behalf of such
lenders, as it may be amended, supplemented, extended or otherwise modified form
time to time; provided that the Administrative Agent and the Lenders shall have
received satisfactory evidence that all of the obligations outstanding under the
2008 Revolving Loan Agreement shall have been paid in full in cash, and the 2008
Revolving Loan Agreement shall have been terminated, prior to or substantially
concurrently with the initial incurrence of Indebtedness pursuant to the 2009
Revolving Loan Agreement.

    


    “Adjusted Eurodollar
Rate” means the Eurodollar Rate plus the Applicable
Percentage.

    


    “Administrative Agent”
means Union Bank or any successor administrative agent appointed pursuant to
Section 10.6.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    “Administrative Agent’s
Office” means the Administrative Agent’s address and, as appropriate,
account as set forth on Schedule 11.1 or such
other address or account with as the Administrative Agent may from time to time
notify the Borrower and the Lenders.

    


    “Administrative
Questionnaire” means an Administrative Questionnaire in a form supplied
by the Administrative Agent.

    


    “Affiliate” means,
with respect to any Person, any other Person directly or indirectly controlling
(including but not limited to all directors and officers of such Person),
controlled by or under direct or indirect common control with such
Person.  A Person shall be deemed to control another Person if such
Person possesses, directly or indirectly, the power (a) to vote 10% or more of
the securities having ordinary voting power for the election of directors of
such Person or (b) to direct or cause direction of the management and policies
of such other Person, whether through the ownership of voting securities, by
contract or otherwise.

    


    “Agent-Related
Parties” means the Administrative Agent, together with its Affiliates and
the officers, directors, employees, agents and attorneys-in-fact of the
Administrative Agent and its Affiliates.

    


    “Applicable
Percentage” means (a) for the period commencing on the Closing Date to
but not including March 25, 2012, (i) for Eurodollar Loans, 3.50% per annum and
(ii) for Base Rate Loans, 2.50% per annum and (b) at all times thereafter, (i)
for Eurodollar Loans, 3.75% per annum and (ii) for Base Rate Loans, 2.75% per
annum.

    


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

    


    “Arranger” means Union
Bank, N.A., together with its successors and/or assigns.

    


    “Assignee Group” means
two or more Eligible Assignees that are Affiliates of one another or two or more
Approved Funds managed by the same investment advisor.

    


    “Assignment and
Assumption” means an Assignment and Assumption substantially in the form
of Exhibit
11.3(b).

    


    “Authorized Officer”
means any of the president, chief executive officer, chief financial officer or
treasurer of the Borrower.

    


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

    


    “Base Rate” means for
any day a fluctuating rate per annum equal to the higher of (a) the Federal
Funds Rate plus 1/2 of 1%, (b) the rate of interest in effect for such day as
publicly announced from time to time by the Administrative Agent as its “prime
rate” (the “Prime Rate”) and (c) the Adjusted Eurodollar Rate for a one month
Interest Period on such day (or if such day is not a Business Day, the
immediately preceding business Day) plus 1%, provided that for the avoidance of
doubt, the Adjusted Eurodollar Rate for any day shall be based on the rate
appearing on the Reuters BBA Libor Rates page 3750 (or on any successor or
substitute page of such page) at approximately 11:00 a.m. (London time) on such
day.  The Prime Rate is a rate publicly announced from time to time by
the Administrative Agent as its prime rate in effect at its 

     

    
      
        
        

      

      
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    principal
office in New York City, and is used as a reference point for pricing some
loans, which may be priced at, above, or below such announced
rate.  Any change in the Base Rate due to a change in the Prime Rate,
the Federal Funds Rate or the Adjusted Eurodollar Rate shall be effective from
and including the effective date of such change in the Prime Rate, the Federal
Funds Rate or the Adjusted Eurodollar Rate, respectively.

     

    “Base Rate Loan” means
any Loan bearing interest at a rate determined by reference to the Base
Rate.

    


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

    


    “Borrowing” means a
borrowing consisting of simultaneous Loans of the same Type and, in the case of
Eurodollar Loans, having the same Interest Period made by each of the Lenders
pursuant to Section 2.1.

    


    “Business Day” means
any day other than a Saturday, a Sunday, a legal holiday or a day on which
banking institutions are authorized or required by Law or other governmental
action to close in New York, New York; provided that in the
case of Eurodollar Loans such day is also a day on which dealings are conducted
by and between banks in the London interbank market.

    


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

    


    “Change of Control”
means the occurrence of any of the following:  (a) any “person” or
“group” (as such terms are used in Sections 13(d) and 14(d) of the Securities
Exchange Act of 1934, but excluding any employee benefit plan of such person or
its subsidiaries, and any person or entity acting in its capacity as trustee,
agent or other fiduciary or administrator of any such plan) becomes the
“beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Securities
Exchange Act of 1934, except that a person or group shall be deemed to have
“beneficial ownership” of all Capital Stock that such person or group has the
right to acquire (such right, an “option right”),
whether such right is exercisable immediately or only after the passage of
time), directly or indirectly, of  twenty-five (25%) of the Capital
Stock of the Parent entitled to vote for members of the board of directors or
equivalent governing body of the Parent on a fully diluted basis (and taking
into account all such securities that such person or group has the right to
acquire pursuant to any option right); (b) during any period of 24 consecutive
months, a majority of the members of the board of directors or other equivalent
governing body of the Parent cease to be composed of individuals (i) who were
members of that board or equivalent governing body on the first day of such
period, (ii) whose election or nomination to that board or equivalent governing
body was approved by individuals referred to in clause (i) above constituting at
the time of such election or nomination at least a majority of that board or
equivalent governing body or (iii) whose election or nomination to that board or
other equivalent governing body was approved by individuals referred to in
clauses (i) and (ii) above constituting at the time of such election or
nomination at least a majority of that board or equivalent governing body
(excluding, in the case of both clause (ii) and clause (iii), any individual
whose initial nomination for, or assumption of 

     

    
      
        
        

      

      
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    office
as, a member of that board or equivalent governing body occurs as a result of an
actual or threatened solicitation of proxies or consents for the election or
removal of one or more directors by any person or group other than a
solicitation for the election of one or more directors by or on behalf of the
board of directors); (c) any Person or two or more Persons acting in concert
shall have acquired by contract or otherwise, or shall have entered into a
contract or arrangement that, upon consummation thereof, will result in its or
their acquisition of the power to exercise, directly or indirectly, a
controlling influence over the management or policies of the Parent, or control
over the Voting Stock of the Parent on a fully-diluted basis (and taking into
account all such Voting Stock that such Person or group has the right to acquire
pursuant to any option right) representing twenty-five (25%)  or more
of the combined voting power of such Voting Stock; or (d) the Parent shall cease
to own, directly or indirectly, and free and clear of all Liens or other
encumbrances (other than any Lien in favor of the administrative agent for the
benefit of the lenders under the Existing Credit Agreement (as it may be
amended, supplemented or otherwise modified from time to time) securing
Indebtedness thereunder), at least 100% of the outstanding Voting Stock of the
Borrower on a fully diluted basis.

    


    “Closing Date” means
the date of this Credit Agreement, which is the first date all the conditions
precedent in Section 4.1 are satisfied or waived in accordance with Section
4.1.

    


    “Code” means the
Internal Revenue Code of 1986 and the rules and regulations promulgated
thereunder, as amended, modified, succeeded or replaced from time to
time.

    


    “Commitment” means, as
to each Lender, its obligation to make Loans to the Borrower pursuant to Section
2.1, in an aggregate principal amount at any one time outstanding not to exceed
such Lender’s Pro Rata Share of the Committed Amount as set forth opposite such
Lender’s name on Schedule 1.1(a) or in
the Assignment and Assumption pursuant to which such Lender becomes a party
hereto, as applicable, as such amount may be adjusted from time to time in
accordance with this Credit Agreement.

    


    “Committed Amount”
means FIFTY MILLION DOLLARS
($50,000,000), as it may be reduced from time to time in accordance with
Section 2.1(d).

    


    “Compensation Period”
has the meaning set forth in Section 3.2(c)(ii).

    


    “Compliance
Certificate” means a fully completed and duly executed officer’s
certificate in the form of Exhibit 7.1(c),
together with a Covenant Compliance Worksheet.

    


    “Consolidated
Capitalization” means, with respect to any Person, the sum of (a) all of
the shareholders’ equity or net worth of such Person and its Subsidiaries, as
determined in accordance with GAAP plus (b) Consolidated Indebtedness of such
Person and its Subsidiaries plus (c) the outstanding principal amount of
Preferred Stock plus (d) 75% of the outstanding principal amount of Specified
Securities of such Person and its Subsidiaries.

    


    “Consolidated
Indebtedness” means, as of any date of determination, with respect to any
Person and its Subsidiaries on a consolidated basis, an amount equal to (a) all
Indebtedness of such Person and its Subsidiaries as of such date minus (b) the outstanding
principal amount of stranded cost securitization bonds of such Person and its
Subsidiaries minus (c) an amount equal to the lesser of (i) 75% of the
outstanding principal amount of Specified Securities of such Person and its
Subsidiaries or (ii) 10% of Consolidated Capitalization (calculated assuming
clause (i) above is applicable).

    


    
      
        
        

      

      
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    “Contingent
Obligation” means, with respect to any Person, any direct or indirect
liability of such Person with respect to any Indebtedness, liability or other
obligation (the “primary obligation”) of another Person (the “primary obligor”),
whether or not contingent, (a) to purchase, repurchase or otherwise acquire such
primary obligation or any property constituting direct or indirect security
therefor, (b) to advance or provide funds (i) for the payment or discharge of
any such primary obligation or (ii) to maintain working capital or equity
capital of the primary obligor or otherwise to maintain the net worth or
solvency or any balance sheet item, level of income or financial condition of
the primary obligor, (c) to purchase property, securities or services primarily
for the purpose of assuring the owner of any such primary obligation of the
ability of the primary obligor in respect thereof to make payment of such
primary obligation or (d) otherwise to assure or hold harmless the owner of any
such primary obligation against loss or failure or inability to perform in
respect thereof; provided, however, that, with
respect to the Borrower and its Subsidiaries, the term Contingent Obligation
shall not include endorsements for collection or deposit in the ordinary course
of business.  The amount of any Contingent Obligation of any Person
shall be deemed to be an amount equal to the maximum amount of such Person’s
liability with respect to the stated or determinable amount of the primary
obligation for which such Contingent Obligation is incurred or, if not stated or
determinable, the maximum reasonably anticipated liability in respect thereof
(assuming such Person is required to perform thereunder).

    


    “Covenant Compliance
Worksheet” shall mean a fully completed worksheet in the form of Schedule
I to Exhibit
7.1(c).

    


    “Credit Agreement” has
the meaning set forth in the Preamble hereof.

    


    “Credit Documents”
means this Credit Agreement, the Notes, any Notice of Borrowing, any Notice of
Continuation/Conversion, the Second Supplemental Indenture, the First Mortgage
Bonds, the FMB Delivery Agreement and any other document, agreement or
instrument entered into or executed in connection with the foregoing (other than
the FMB Mortgage).

    


    “Credit Exposure” has
the meaning set forth in the definition of “Required Lenders”.

    


    “Credit Extension”
means a Borrowing.

    


    “Debtor Relief Laws”
means the Bankruptcy Code, and all other liquidation, conservatorship,
bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement,
receivership, insolvency, reorganization, or similar debtor relief Laws of the
United States or other applicable jurisdictions from time to time in effect and
affecting the rights of creditors generally.

    


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

    


    “Default Rate” means
an interest rate equal to two percent (2%) plus the rate that otherwise would be
applicable (or if no rate is applicable, the Base Rate plus two percent (2%) per
annum).

    


    “Defaulting Lender”
means any Lender, as determined by the Administrative Agent, that has (a) failed
to fund any portion of its Loans within three Business Days of the date required
to be funded by it hereunder, (b) notified the Borrower, the Administrative
Agent, or any Lender in writing that it does not intend to comply with any of
its funding obligations under this Credit 

     

    
      
        
        

      

      
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    Agreement
or has made a public statement to the effect that it does not intend to comply
with its funding obligations under this Credit Agreement or under other
agreements in which it commits to extend credit, (c) otherwise failed to pay
over to the Administrative Agent or any other Lender any other amount required
to be paid by it hereunder within three Business Days of the date when due,
unless the subject of a good faith dispute, or (d) (i) become or is insolvent or
has a parent company that has become or is insolvent or (ii) become the subject
of a bankruptcy or insolvency proceeding, or has had a receiver, conservator,
trustee or custodian appointed for it, or has taken any action in furtherance
of, or indicating its consent to, approval of or acquiescence in any such
proceeding or appointment or has a parent company that has become the subject of
a bankruptcy or insolvency proceeding, or has had a receiver, conservator,
trustee or custodian appointed for it, or has taken any action in furtherance
of, or indicating its consent to, approval of or acquiescence in any such
proceeding or appointment.

     

    


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

    


    “Eligible Assignee”
means (a) a Lender, (b) an Affiliate of a Lender, (c) an Approved Fund and (d)
any other Person (other than a natural person) approved by the Administrative
Agent and the Borrower (such approval not to be unreasonably withheld or
delayed); provided that (i) the
Borrower’s consent is not required during the existence and continuation of a
Default or an Event of Default, (ii) approval by the Borrower shall be deemed
given if no objection is received by the assigning Lender and the Administrative
Agent from the Borrower within five Business Days after notice of such proposed
assignment has been delivered to the Borrower and (iii) neither the Borrower nor
any Subsidiary or Affiliate of the Borrower shall qualify as an Eligible
Assignee.

    


    “Environmental Claims”
means any and all administrative, regulatory or judicial actions, suits,
demands, demand letters, claims, liens, accusations, allegations, notices of
noncompliance or violation, investigations (other than internal reports prepared
by any Person in the ordinary course of its business and not in response to any
third party action or request of any kind) or proceedings relating in any way to
any actual or alleged violation of or liability under any Environmental Law or
relating to any permit issued, or any approval given, under any such
Environmental Law (collectively, “Claims”), including,
without limitation, (a) any and all Claims by Governmental Authorities for
enforcement, cleanup, removal, response, remedial or other actions or damages
pursuant to any applicable Environmental Law and (b) any and all Claims by any
third party seeking damages, contribution, indemnification, cost recovery,
compensation or injunctive relief resulting from Hazardous Substances or arising
from alleged injury or threat of injury to human health or the
environment.

    


    “Environmental Laws”
shall mean any and all federal, state and local laws, statutes, ordinances,
rules, regulations, permits, licenses, approvals, rules of common law and orders
of courts or Governmental Authorities, relating to the protection of human
health or occupational safety or the environment, now or hereafter in effect and
in each case as amended from time to time, including, without limitation,
requirements pertaining to the manufacture, processing, distribution, use,
treatment, storage, disposal, transportation, handling, reporting, licensing,
permitting, investigation or remediation of Hazardous Substances.

    


    “ERISA” means the
Employee Retirement Income Security Act of 1974, as amended from time to time,
and any successor statute, and all rules and regulations from time to time
promulgated thereunder.

    


    
      
        
        

      

      
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    “ERISA Affiliate”
means, with respect to the Borrower, any Person (including any trade or
business, whether or not incorporated) that would be deemed to be under “common
control” with, or a member of the same “controlled group” as, the Borrower or
any of its Subsidiaries, within the meaning of Sections 414(b), (c), (m) or (o)
of the Code or Section 4001 of ERISA.

    


    “ERISA Event” means,
with respect to the Borrower: (a) a Reportable Event with respect to a Plan or a
Multiemployer Plan, (b) a complete or partial withdrawal by the Borrower, any of
its Subsidiaries or any ERISA Affiliate from a Multiemployer Plan, or the
receipt by the Borrower, any of its Subsidiaries or any ERISA Affiliate of
notice from a Multiemployer Plan that it is in reorganization or insolvency
pursuant to Section 4241 or 4245 of ERISA or that it intends to terminate or has
terminated under Section 4041A of ERISA, (c) the distribution by the Borrower,
any of its Subsidiaries or any ERISA Affiliate under Section 4041 or 4041A of
ERISA of a notice of intent to terminate any Plan or the taking of any action to
terminate any Plan, (d) the commencement of proceedings by the PBGC under
Section 4042 of ERISA for the termination of, or the appointment of a trustee to
administer, any Plan, or the receipt by the Borrower, any of its Subsidiaries or
any ERISA Affiliate of a notice from any Multiemployer Plan that such action has
been taken by the PBGC with respect to such Multiemployer Plan, (e) the
institution of a proceeding by any fiduciary of any Multiemployer Plan against
the Borrower, any of its Subsidiaries or any ERISA Affiliate to enforce Section
515 of ERISA, which is not dismissed within thirty (30) days, (f) the imposition
upon the Borrower, any of its Subsidiaries or any ERISA Affiliate of any
liability under Title IV of ERISA, other than for PBGC premiums due but not
delinquent under Section 4007 of ERISA, or the imposition or threatened
imposition of any Lien upon any assets of the Borrower, any of its Subsidiaries
or any ERISA Affiliate as a result of any alleged failure to comply with the
Code or ERISA in respect of any Plan, (g) the engaging in or otherwise becoming
liable for a nonexempt Prohibited Transaction by the Borrower, any of its
Subsidiaries or any ERISA Affiliate, (h) a violation of the applicable
requirements of Section 404 or 405 of ERISA or the exclusive benefit rule under
Section 401(a) of the Code by any fiduciary of any Plan for which the Borrower,
any of its Subsidiaries or any ERISA Affiliate may be directly or indirectly
liable, (i) the adoption of an amendment to any Plan that, pursuant to Section
401(a)(29) of the Code or Section 307 of ERISA, would result in the loss of
tax-exempt status of the trust of which such Plan is a part if the Borrower, any
of its Subsidiaries or any ERISA Affiliate fails to timely provide security to
such Plan in accordance with the provisions of such sections or (j) the
withdrawal of the Borrower, any of its Subsidiaries or any ERISA Affiliate from
a Multiple Employer Plan during a play year in which it was a substantial
employer (as such term is defined in Section 4001(a)(2) of ERISA), or the
termination of a Multiple Employer Plan.

    


    “Eurodollar Loan”
means a Loan bearing interest based at a rate determined by reference to the
Adjusted Eurodollar Rate.

    


    “Eurodollar Rate”
means, for any Interest Period with respect to a Eurodollar Loan, the rate per
annum equal to the British Bankers Association LIBOR Rate (“BBA LIBOR”), as
published by Reuters (or other commercially available source providing
quotations of BBA LIBOR as designated by the Administrative Agent from time to
time) at approximately 11:00 a.m., London time, two Business Days prior to
the commencement of such Interest Period, for Dollar deposits (for delivery on
the first day of such Interest Period) with a term equivalent to such Interest
Period.  If such rate is not available at such time for any reason,
then the “Eurodollar Rate” for such Interest Period shall be the rate per annum
determined by the Administrative Agent to be the rate at which deposits in
Dollars for delivery on the first day of such Interest Period in same day funds
in the approximate amount of the Eurodollar Loan being made, continued or
converted by Union Bank and with a term equivalent to such Interest Period would
be offered by Union Bank’s London Branch to major banks 

     

    
      
        
        

      

      
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    in the
London interbank eurodollar market at their request at approximately
4:00 p.m. (London time) two Business Days prior to the commencement of such
Interest Period.

    


    “Event of Default” has
the meaning set forth in Section 9.1.

    


    “Exchange Act” means
the Securities Exchange Act of 1934, and the rules and regulations promulgated
thereunder, as amended, modified, succeeded or replaced from time to
time.

    


    “Existing Credit
Agreement” means that certain Amended and Restated Credit Agreement,
dated as of August 15, 2005, by and among the Parent and First Choice Power,
L.P., as borrowers, the lenders and financial institutions parties thereto, Bank
of America, N.A., as administrative agent, Wachovia Bank, National Association,
as syndication agent, and Citibank, N.A., JPMorgan Chase Bank, N.A., and Union
Bank, N.A. (formerly known as Union Bank of California, N.A.), as
co-documentation agents, as it may be amended, supplemented, extended or
otherwise modified from time to time.

    


    “Federal Funds Rate”
means, for any day, the rate per annum equal to the weighted average (rounded
upward, if necessary, to a whole multiple of 1/100 of 1%) of the rates on
overnight Federal funds transactions with members of the Federal Reserve System
arranged by Federal funds brokers on such day, as published by the Federal
Reserve Bank on the Business Day next succeeding such day; provided that (a) if
such day is not a Business Day, the Federal Funds Rate for such day shall be
such rate on such transactions on the next preceding Business Day as so
published on the next succeeding Business Day, and (b) if no such rate is so
published on such next succeeding Business Day, the Federal Funds Rate for such
day shall be the average rate (rounded upward, if necessary, to a whole multiple
of 1/100 of 1%) charged to Union Bank on such day on such transactions as
determined by the Administrative Agent.

    


    “Financial Officer”
means the chief financial officer, principal accounting officer or treasurer of
the Borrower.

    


    “First Mortgage Bonds”
means the First Mortgage Bonds, Series 2009B, due 2014 which shall be
substantially in the form of Exhibit A to the Second Supplemental
Indenture.

    


    “First Mortgage Bond
Trustee” means The Bank of New York Mellon Trust Company, N.A., as
trustee under the FMB Mortgage, together with its permitted successors and
assigns in such capacity.

    


    “Fiscal Quarter” means
each of the calendar quarters ending as of the last day of each March, June,
September and December.

    


    “Fiscal Year” means
the calendar year ending December 31.

    


    “FMB Delivery
Agreement” means a bond delivery agreement whereby the Administrative
Agent (a) acknowledges delivery of the First Mortgage Bonds and (b) agrees to
hold the First Mortgage Bonds for the benefit of the Lenders and to distribute
all payments made by the Borrower on account thereof to the Lenders,
substantially in the form of Exhibit
1.1.1.

    


    “FMB Mortgage” means
that certain First Mortgage Indenture, dated as of March 23, 2009, between the
Borrower and the First Mortgage Bond Trustee, as amended, restated or otherwise
modified from time to time.

    


    
      
        
        

      

      
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    “FMB Mortgage
Documents” means the FMB Mortgage, together with any supplemental
indentures issued pursuant thereto, as the same may be amended, restated,
supplemented or otherwise modified from time to time.

    


    “Foreign Lender” has
the meaning set forth in Section 3.13(f).

    


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

    


    “Funding Date” has the
meaning set forth in Section 2.1(a).

    


    “GAAP” means generally
accepted accounting principles in the United States set forth in the opinions
and pronouncements of the Accounting Principles Board and the American Institute
of Certified Public Accountants and statements and pronouncements of the
Financial Accounting Standards Board (or agencies with similar functions of
comparable stature and authority within the U.S. accounting profession) or that
are promulgated by any Governmental Authority having appropriate
jurisdiction.

    


    “Governmental
Authority” means any domestic or foreign nation or government, any state
or other political subdivision thereof and any central bank thereof, any
municipal, local, city or county government, and any entity exercising
executive, legislative, judicial, regulatory or administrative functions of or
pertaining to government (including, without limitation, any state dental board)
and any corporation or other entity owned or controlled, through stock or
capital ownership or otherwise, by any of the foregoing.

    


    “Granting Lender” has
the meaning specified in Section 11.3(h).

    


     “Hazardous Substances”
means any substances or materials (a) that are or become defined as hazardous
wastes, hazardous substances, pollutants, contaminants or toxic substances under
any Environmental Law, (b) that are defined by any Environmental Law as toxic,
explosive, corrosive, ignitable, infectious, radioactive, mutagenic or otherwise
hazardous, (c) the presence of which require investigation or response under any
Environmental Law, (d) that constitute a nuisance, trespass or health or safety
hazard to Persons or neighboring properties, (e) that consist of underground or
aboveground storage tanks, whether empty, filled or partially filled with any
substance, or (f) that contain, without limitation, asbestos, polychlorinated
biphenyls, urea formaldehyde foam insulation, petroleum hydrocarbons, petroleum
derived substances or wastes, crude oil, nuclear fuel, natural gas or synthetic
gas.

    


    “Hedging Agreements”
means, collectively, interest rate protection agreements, equity index
agreements, foreign currency exchange agreements, option agreements or other
interest or exchange rate or commodity price hedging agreements (other than
forward contracts for the delivery of power or gas written by the Borrower to
its jurisdictional and wholesale customers in the ordinary course of
business).

    


    “Indebtedness” means,
with respect to any Person (without duplication), (a) all indebtedness and
obligations of such Person for borrowed money or in respect of loans or advances
of any kind, (b) all obligations of such Person evidenced by notes, bonds,
debentures or similar instruments, (c) all reimbursement obligations of such
Person with respect to surety bonds, letters of credit and bankers’ acceptances
(in each case, whether or not drawn or matured and in the stated amount
thereof), (d) all obligations of such Person to pay the deferred purchase


     

    
      
        
        

      

      
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    price of
property or services, (e) all indebtedness created or arising under any
conditional sale or other title retention agreement with respect to property
acquired by such Person, (f) all obligations of such Person as lessee under
leases that are or are required to be, in accordance with GAAP, recorded as
capital leases, to the extent such obligations are required to be so recorded,
(g) the net termination obligations of such Person under any Hedging Agreements,
calculated as of any date as if such agreement or arrangement were terminated as
of such date in accordance with the applicable rules under GAAP, (h) all
Contingent Obligations of such Person, (i) all obligations and liabilities of
such Person incurred in connection with any transaction or series of
transactions providing for the financing of assets through one or more
securitizations or in connection with, or pursuant to, any synthetic lease or
similar off-balance sheet financing, (j) the aggregate amount of uncollected
accounts receivable of such Person subject at the time of determination to a
sale of receivables (or similar transaction) to the extent such transaction is
effected with recourse to such Person (whether or not such transaction would be
reflected on the balance sheet of such Person in accordance with GAAP), (k) all
Specified Securities and (l) all indebtedness referred to in clauses (a) through
(k) above secured by any Lien on any property or asset owned or held by such
Person regardless of whether the indebtedness secured thereby shall have been
assumed by such Person or is nonrecourse to the credit of such
Person.

    


    “Indemnified
Liabilities” has the meaning set forth in Section 11.5(b).

    


    “Indemnitees” has the
meaning set forth in Section 11.5(b).

    


    “Interest Payment
Date” means, (a) as to any Eurodollar Loan, the last day of each Interest
Period applicable to such Loan, on the date of any prepayment of the Loans
pursuant to Section 3.3 and the Maturity Date and (b) as to any Base Rate Loan,
the last Business Day of each Fiscal Quarter, on the date of any prepayment of
the Loans pursuant to Section 3.3 and the Maturity Date.

    


    “Interest Period”
means, as to each Eurodollar Loan, the period commencing on the date such
Eurodollar Loan is disbursed or converted to or continued as a Eurodollar Loan
and ending on the date one, two or three months thereafter, as selected by the
Borrower in its Notice of Borrowing or Notice of Continuation/Conversion; provided
that:

    


    (a)           any
Interest Period that would otherwise end on a day that is not a Business Day
shall be extended to the next succeeding Business Day unless such Business Day
falls in another calendar month, in which case such Interest Period shall end on
the next preceding Business Day;

    


    (b)           any
Interest Period that begins on the last Business Day of a calendar month (or on
a day for which there is no numerically corresponding day in the calendar month
at the end of such Interest Period) shall end on the last Business Day of the
calendar month at the end of such Interest Period; and

    


    (c)           no
Interest Period shall extend beyond the Maturity Date.

    


    “Laws” means,
collectively, all international, foreign, federal, state and local statutes,
treaties, rules, guidelines, regulations, ordinances, codes and administrative
or judicial precedents or authorities, including the interpretation or
administration thereof by any Governmental Authority charged with the
enforcement, interpretation or administration thereof, and all applicable
administrative orders, directed duties, requests, licenses, authorizations and
permits of, 

     

    
      
        
        

      

      
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    and
agreements with, any Governmental Authority, in each case whether or not having
the force of law.

    


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

    


    “Lending Office”
means, as to any Lender, the office or offices of such Lender described as such
in such Lender’s Administrative Questionnaire, or such other office or offices
as a Lender may from time to time notify the Borrower and the Administrative
Agent.

    


    “Lien” means any
mortgage, pledge, hypothecation, assignment, security interest, lien (statutory
or otherwise), preference, priority, charge or other encumbrance of any nature,
whether voluntary or involuntary, including, without limitation, the interest of
any vendor or lessor under any conditional sale agreement, title retention
agreement, capital lease or any other lease or arrangement having substantially
the same effect as any of the foregoing.

    


    “Loans” has the
meaning set forth in Section 2.1(a).

    


    “Margin Stock” has the
meaning ascribed to such term in Regulation U.

    


    “Material Adverse
Change” means a material adverse change in the condition (financial or
otherwise), operations, business, performance, properties or assets of the
Borrower and its
Subsidiaries, taken as a whole.

    


    “Material Adverse
Effect” means, with respect to the Borrower, a material adverse effect
upon (a) the business, assets, liabilities (actual or contingent), operations,
condition (financial or otherwise) or prospects of the Borrower and its
Subsidiaries, taken as a whole, (b) the ability of the Borrower or any of its
Subsidiaries to perform its obligations under this Credit Agreement or any of
the other Credit Documents or the FMB Mortgage, (c) the legality, validity or
enforceability of this Credit Agreement or any of the other Credit Documents or
the FMB Mortgage or the rights and remedies of the Administrative Agent and the
Lenders hereunder and thereunder  or (d) the Mortgaged Property taken
as a whole, the Lien of the FMB Mortgage Documents on such Mortgaged Property in
favor of the First Mortgage Bond Trustee for the benefit of the holders of First
Mortgage Bonds, including the Administrative Agent (for its benefit and for the
benefit of the Lenders) or the priority of such Lien.

    


    “Maturity Date” means
March 25, 2014.

    


    “Moody’s” means
Moody’s Investors Service, Inc. and its successors.

    


    “Mortgaged Property”
means the real property, fixtures and personal property identified in the FMB
Mortgage Documents and is now or hereafter owned by Borrower, but excluding
therefrom all “Excepted Property” (as such term is defined in the FMB Mortgage)
and such other properties as have been released or excepted from the Lien of the
FMB Mortgage Documents.

    


    “Multiemployer Plan”
means, with respect to the Borrower, any “multiemployer plan” within the meaning
of Section 4001(a)(3) of ERISA to which the Borrower, any of its
Subsidiaries or any ERISA Affiliate makes, is making or is obligated to make
contributions or has made or been obligated to make contributions.

    


    
      
        
        

      

      
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    “Multiple Employer
Plan” means, with respect to the Borrower, a Single Employer Plan to
which the Borrower, any of its Subsidiaries or any ERISA Affiliate and at least
one employer other than the Borrower, any of its Subsidiaries or any ERISA
Affiliate are contributing sponsors.

    


    “Note Facilities
Documentation” means the FMB Mortgage, the First Supplemental Indenture
dated March 23, 2009 issued pursuant thereto and any other supplemental
indentures, notes or other securities issued pursuant thereto or in connection
therewith, as the same may be amended, supplemented, extended or otherwise
modified from time to time.

    


    “Notes” means the
promissory notes of the Borrower in favor of each of the Lenders evidencing the
Loans made to the Borrower provided pursuant to Section 2.1, individually or
collectively, as appropriate, as such promissory notes may be amended, modified,
supplemented, extended, renewed or replaced from time to time and as evidenced
in the form of Exhibit
2.1(e).

    


    “Notice of Borrowing”
means the request by the Borrower for the Loans in the form of Exhibit
2.1(b).

    


    “Notice of
Continuation/Conversion” means a request by the Borrower to continue an
existing Eurodollar Loan to a new Interest Period or to convert a Eurodollar
Loan to a Base Rate Loan or a Base Rate Loan to a Eurodollar Loan, in the form
of Exhibit
2.3.

    


    “Other Taxes” has the
meaning set forth in Section 3.13(b).

    


    “PBGC” means the
Pension Benefit Guaranty Corporation and any successor thereto.

    


    “Parent” means PNM
Resources, Inc., a New Mexico corporation, together with its successors and
permitted assigns.

    


    “Participant” has the
meaning set forth in Section 11.3(d).

    


    “Person” means any
individual, partnership, joint venture, firm, corporation, limited liability
company, association, trust or other enterprise (whether or not incorporated),
or any Governmental Authority.

    


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

    


    “Preferred Stock”
means, with respect to any Person, all preferred Capital Stock issued by such
Person in which the terms thereof do not require such Capital Stock to be
redeemed or to make mandatory sinking fund payments.

    


    “Prime Rate” has the
meaning set forth in the definition of Base Rate in this
Section 1.1.

    


    “Pro Rata Share”
means, with respect to each Lender at any time, a fraction (expressed as a
percentage, carried out to the ninth decimal place), the numerator of which is
the amount of the Commitment of such Lender at such time and the denominator of
which is the amount of the Committed Amount at such time; provided that if the
Commitment of each Lender to make Loans have been terminated pursuant to Section
9.2 or otherwise, then the Pro Rata Share of each 

     

    
      
        
        

      

      
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    Lender
shall be determined based on such Lender’s percentage ownership of the sum of
the aggregate amount of outstanding Loans.  The initial Pro Rata Share
of each Lender is set forth opposite the name of such Lender on Schedule 1.1(a) or in
the Assignment and Assumption pursuant to which such Lender becomes a party
hereto, as applicable.

    


    “Prohibited
Transaction” means any transaction described in (a) Section 406 of ERISA
that is not exempt by reason of Section 408 of ERISA or by reason of a
Department of Labor prohibited transaction individual or class exemption or (b)
Section 4975(c) of the Code that is not exempt by reason of Section 4975(c)(2)
or 4975(d) of the Code.

    


    “Property” means any
right, title or interest in or to any property or asset of any kind whatsoever,
whether real, personal or mixed and whether tangible or intangible.

    


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

    


    “Regulations T, U and
X” means Regulations T, U and X, respectively, of the Federal Reserve
Board, and any successor regulations.

    


    “Related Hedging
Obligations” means, so long as any Lender shall remain a Lender
hereunder, all obligations of the Borrower, whether absolute or contingent, and
howsoever and whensoever created, arising, evidenced or acquired (including all
renewals, extensions and modifications thereof and substitutions therefor) owing
to such Lender or any Affiliate of such Lender in connection with any Hedging
Agreements entered into by the Borrower to the extent required by Section
7.11.

    


    “Reportable Event”
means (a) any “reportable event” within the meaning of Section 4043(c) of ERISA
for which the notice under Section 4043(a) of ERISA has not been waived by the
PBGC (including any failure to meet the minimum funding standard of, or timely
make any required installment under, Section 412 of the Code or Section 302 of
ERISA, regardless of the issuance of any waivers in accordance with Section
412(d) of the Code), (b) any such “reportable event” subject to advance notice
to the PBGC under Section 4043(b)(3) of ERISA, (c) any application for a funding
waiver or an extension of any amortization period pursuant to Section 412 of the
Code, and (d) a cessation of operations described in Section 4062(e) of
ERISA.

    


    “Required Lenders”
means Lenders whose aggregate Credit Exposure (as hereinafter defined)
constitutes more than 50% of the Credit Exposure of all Lenders at such time;
provided, however, that if any Lender shall be a Defaulting Lender at such time
then there shall be excluded from the determination of Required Lenders the
aggregate principal amount of Credit Exposure of such Lender at such time;
provided that if any Lender shall hold more than 50% of the Credit Exposure of
all Lenders at such time (and if there is more than one Lender at such time),
“Required
Lenders” shall mean such Lender plus one additional
Lender.  For purposes of the preceding sentence, the term “Credit
Exposure” as applied to each Lender shall mean (a) at any time prior to the
termination of the Commitments, the Pro Rata Share of such Lender of the
Committed Amount multiplied by the Committed Amount and (b) at any time after
the termination of the Commitments, the principal balance of the outstanding
Loans of such Lender.

    


    “Requirement of Law”
means, with respect to any Person, the organizational documents of such Person
and any Law applicable to or binding upon such Person or any of its property or
to which such Person or any of its property is subject or otherwise pertaining
to any or all of the transactions contemplated by this Credit Agreement and the
other Credit Documents or the FMB Mortgage Documents.

    


    
      
        
        

      

      
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    “Responsible Officer”
means, with respect to the Borrower, the president, the chief executive officer,
the chief financial officer, any executive officer, principal accounting officer
or treasurer of the Borrower, and any other officer or similar official thereof
responsible for the administration of the obligations of the Borrower in respect
of this Credit Agreement and the other Credit Documents.

    


    “Restricted Payment”
means, with respect to any Person, any dividend or other distribution (whether
in cash, securities or other property) with respect to any Capital Stock of such
Person.

    


    “S&P” means
Standard & Poor’s Rating Service, a division of The McGraw-Hill Companies,
Inc. and its successors.

    


    “Second Supplemental
Indenture” means that certain Second Supplemental Indenture, dated as of
March 25, 2009, to the FMB Mortgage, entered into by and between the Borrower
and the First Mortgage Bond Trustee, substantially in the form of Exhibit 1.1.2, as the
same may be amended, restated, supplemented or otherwise modified from time to
time.

    


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

    


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

    


    “Solvent” means, with
respect to any Person as of a particular date, that on such date (a) such Person
is able to pay its debts and other liabilities, Contingent Obligations and other
commitments as they mature in the normal course of business, (b) such Person
does not intend to, and does not believe that it will, incur debts or
liabilities beyond such Person’s ability to pay as such debts and liabilities
mature in their ordinary course, (c) such Person is not engaged in a business or
a transaction, and is not about to engage in a business or a transaction, for
which such Person’s assets would constitute unreasonably small capital after
giving due consideration to the prevailing practice in the industry in which
such Person is engaged or is to engage, (d) the fair value of the assets of such
Person is greater than the total amount of liabilities, including, without
limitation, Contingent Obligations, of such Person and (e) the present fair
saleable value of the assets of such Person is not less than the amount that
will be required to pay the probable liability of such Person on its debts as
they become absolute and matured.

    


          
“SPC” has the
meaning set forth in Section 11.3(h).

    


    “Specified Securities”
means, with respect to any Person, (a) all preferred Capital Stock issued by
such Person and required by the terms thereof to be redeemed or for which
mandatory sinking fund payments are due, (b) all securities issued by such
Person that contain two distinct components, typically medium-term debt and a
forward contract for the issuance of common stock prior to the debt maturity,
including such securities commonly referred to by their tradenames as “FELINE
PRIDES”, “PEPS”, “HITS”, “SPACES” and “DECS” and generally referred to as
“equity units” and (c) all other securities issued by such Person that are
similar to those described in the forgoing clauses (a) and (b).

    


          
“Subsidiary”
means, as to any Person, (a) any corporation more than 50% of whose stock of any
class or classes having by the terms thereof ordinary voting power to elect a
majority of the 

     

    
      
        
        

      

      
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    directors
of such corporation (irrespective of whether or not at the time, any class or
classes of such corporation shall have or might have voting power by reason of
the happening of any contingency) is at the time owned by such Person directly
or indirectly through Subsidiaries, and (b) any partnership, association, joint
venture or other entity in which such person directly or indirectly through
Subsidiaries has more than a 50% equity interest at any time.  Any
reference to Subsidiary herein, unless otherwise identified, shall mean a
Subsidiary, direct or indirect, of the Borrower.  Any reference to a
Subsidiary of the Borrower herein shall not include any Subsidiary that is
inactive, has minimal or no assets and does not generate revenues.

    


    


    “Taxes” has the
meaning set forth in Section 3.13(a).

    


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

    


    “Type” means, with
respect to a Loan, its character as a Base Rate Loan or a Eurodollar
Loan.

    


    “Union Bank” means
Union Bank, N.A., together with its successors and/or assigns.

    


    “Voting Stock” means
the Capital Stock of a Person that is then outstanding and normally entitled to
vote in the election of directors and other securities of such Person
convertible into or exercisable for such Capital Stock (whether or not such
securities are then currently convertible or exercisable).

    


    1.2              
  Computation of Time Periods
and Other Definitional Provisions.

    


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

    


    1.3              
  Accounting
Terms/Calculation of Financial Covenants.

    


    Except as
otherwise expressly provided herein, all accounting terms used herein or
incorporated herein by reference shall be interpreted, and all financial
statements and certificates and reports as to financial matters required to be
delivered to the Administrative Agent or the Lenders hereunder shall be
prepared, in accordance with GAAP applied on a consistent basis. Notwithstanding
anything to the contrary in this Credit Agreement, for purposes of calculation
of the financial covenant set forth in Section 7.2, all accounting
determinations and computations thereunder shall be made in accordance with GAAP
as in effect as of the date of this Credit Agreement applied on a basis
consistent with the application used in preparing the most recent financial
statements of the Borrower referred to in Section 4.1(d).  In the
event that any changes in GAAP after such date are required to be applied to the
Borrower,  and would affect the computation of the financial covenant
contained in Section 7.2, such changes shall be followed only from and
after the date this Credit Agreement shall have been amended to take into
account any such changes.

    


    1.4               
 Time.

    


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

    


    
      
        
        

      

      
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    1.5                
Rounding of Financial
Covenants.

    


    Any
financial ratios required to be maintained by the Borrower pursuant to this
Credit Agreement shall be calculated by dividing the appropriate component by
the other component, carrying the result to one place more than the number of
places by which such ratio is expressed herein and rounding the result up or
down to the nearest number (with a rounding-up if there is no nearest
number).

    


    1.6               
 References to
Agreements and Requirement of Laws.

    


    Unless
otherwise expressly provided herein: (a) references to organization documents,
agreements (including the Credit Documents) and other contractual instruments
shall be deemed to include all subsequent amendments, restatements, extensions,
supplements and other modifications thereto, but only to the extent that such
amendments, restatements, extensions, supplements and other modifications are
not prohibited by any Credit Document and (b) references to any Requirement
of Law shall include all statutory and regulatory provisions consolidating,
amending, replacing, supplementing or interpreting such Requirement of
Law.

    


    


    


    SECTION
2

    


    CREDIT
FACILITY

    


    2.1               
 Loans.

    


    (a)           Commitment.   Subject
to the terms and conditions set forth herein, each Lender severally agrees to
make term loans (each a “Loan” and
collectively the “Loans”) in Dollars to
the Borrower in a single draw on any date after March 25, 2009 but on or prior
to March 31, 2009 (such date being the “Funding Date”); provided, however, that after
giving effect to any Borrowing (i) the sum of the aggregate principal amount of
outstanding Loans shall not exceed the lesser of (x) the Committed Amount and
(y) the face amount of the First Mortgage Bonds, and (ii) with respect to each
individual Lender, the sum of the aggregate principal amount of outstanding
Loans of such Lender shall not exceed such Lender’s Pro Rata Share of the
Committed Amount.  No amount of the Loans may be reborrowed after
repayment.  The unused Commitments hereunder shall automatically
terminate after giving effect to the initial Borrowing on the Funding
Date.

    


    (b)           Method of Borrowing for
Loans.  By no later than 11:00 a.m. (i) on the date of the
requested Borrowing of Loans that will be Base Rate Loans and (ii) three
Business Days prior to the date of the requested Borrowing of Loans that will be
Eurodollar Loans, the Borrower shall telephone the Administrative Agent as well
as submit a written Notice of Borrowing in the form of Exhibit 2.1(b) to the
Administrative Agent setting forth (A) the amount requested, (B) the date of the
requested Borrowing, (C) the Type of Loan, (D) with respect to Loans that will
be Eurodollar Loans, the Interest Period applicable thereto, and (E)
certification that the Borrower has complied in all respects with Section
5.  If the Borrower shall fail to specify (1) an Interest Period in
the case of a Eurodollar Loan, then such Eurodollar Loan shall be deemed to have
an Interest Period of one month or (2) the Type of Loan requested, then such
Loan shall be deemed to be a Base Rate Loan.

    


    
      
        
        

      

      
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    (c)           Funding of
Loans.  Upon receipt of the Notice of Borrowing, the
Administrative Agent shall promptly inform the Lenders as to the terms
thereof.  Each such Lender shall make its Pro Rata Share of the
requested Loans available to the Administrative Agent in immediately available
funds at the Administrative Agent’s Office not later than 1:00 p.m. on the
Business Day specified in the Notice of Borrowing.  Upon satisfaction
of the conditions set forth in Section 5, the amount of the requested Loans will
then be made available to the Borrower by the Administrative Agent either by (i)
crediting the account of the Borrower on the books of the Administrative Agent
with the amount of such funds or (ii) wire transfer of such funds, in each case
in accordance with instructions provided to (and reasonably acceptable to) the
Administrative Agent by the Borrower.

    


    (d)           Reductions of Committed
Amount.

    


    (i)                 Upon
at least three Business Days’ notice, the Borrower shall have the right to
permanently terminate or reduce the aggregate unused amount of the Committed
Amount at any time or from time to time; provided that (A) each partial
reduction shall be in an aggregate amount at least equal to $5,000,000 and in
integral multiples of $1,000,000 above such amount and (B) no reduction shall be
made which would reduce the Committed Amount to an amount less than the sum of
the aggregate principal amount of outstanding Loans.

    


    (ii)                 Any
reduction in (or termination of) the Committed Amount shall be permanent and may
not be reinstated.

    


    (e)           Notes; First Mortgage
Bonds.

    


    (i)                 At
the request of any Lender, the Loans made by such Lender shall be evidenced by
duly executed promissory notes of the Borrower in favor of such Lender in
substantially the form of Exhibit
2.1(e).  Each Lender may attach schedules to its Note and
endorse thereon the date, Type (if applicable), amount and maturity of its Loans
and payments with respect thereto.

    


    (ii)              
To the extent set forth in the Second Supplemental Indenture and the First
Mortgage Bonds, the First Mortgage Bonds are to be issued and delivered to the
Administrative Agent in order to provide collateral security for the Borrower
Obligations and the Related Hedging Obligations.

    


    2.2                
[Reserved].

    


    2.3              
  Continuations and
Conversions.

    


    Subject
to the terms below, the Borrower shall have the option, on any Business Day
prior to the Maturity Date, to continue existing Eurodollar Loans for a
subsequent Interest Period, to convert Base Rate Loans into Eurodollar Loans or
to convert Eurodollar Loans into Base Rate Loans.  By no later than
11:00 a.m. (a) on the date of the requested conversion of a Eurodollar Loan to a
Base Rate Loan and (b) three Business Days prior to the date of the requested
continuation of a Eurodollar Loan or conversion of a Base Rate Loan to a
Eurodollar Loan, the Borrower shall provide telephonic notice to the
Administrative Agent, followed promptly by a written Notice of
Continuation/Conversion in the form of Exhibit 2.3, setting
forth whether the Borrower wishes to continue or convert such
Loans.  Notwithstanding anything herein to the contrary, (A) except as
provided in Section 3.11, Eurodollar Loans may only be continued or converted
into Base Rate Loans on the last day of the Interest Period applicable thereto,
(B) Eurodollar Loans may not be 

     

    
      
        
        

      

      
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    continued
nor may Base Rate Loans be converted into Eurodollar Loans during the existence
and continuation of a Default or an Event of Default and (C) any request to
continue a Eurodollar Loan that fails to comply with the terms hereof or any
failure to request a continuation of a Eurodollar Loan at the end of an Interest
Period shall be deemed a request to convert such Eurodollar Loan to a Base Rate
Loan on the last day of the applicable Interest Period.

    


    2.4                
Minimum
Amounts.

    


    Each
request for a borrowing, conversion or continuation shall be subject to the
requirements that (a) each Eurodollar Loan shall be in a minimum amount of
$5,000,000 and in integral multiples of $1,000,000 in excess thereof, (b) each
Base Rate Loan shall be in a minimum amount of $3,000,000 and in integral
multiples of $100,000 in excess thereof (or the remaining amount of
outstanding  Loans) and (c) no more than five Eurodollar Loans shall
be outstanding hereunder at any one time.  For the purposes of this
Section 2.4, separate Eurodollar Loans that begin and end on the same date, as
well as Eurodollar Loans that begin and end on different dates, shall all be
considered as separate Eurodollar Loans.

    


    2.5              
  [Reserved].

    


    2.6        
        [Reserved].

    


    2.7             
   Evidence of
Debt.

    


    The
Credit Extensions made by each Lender shall be evidenced by one or more accounts
or records maintained by such Lender and by the Administrative Agent in the
ordinary course of business.  The accounts or records maintained by
the Administrative Agent and each Lender shall be conclusive absent manifest
error of the amount of the Credit Extensions made by the Lenders to the Borrower
and the interest and payments thereon.  Any failure to so record or
any error in doing so shall not, however, limit or otherwise affect the
obligation of the Borrower hereunder to pay any amount owing with respect to its
Borrower Obligations.  In the event of any conflict between the
accounts and records maintained by any Lender and the accounts and records of
the Administrative Agent in respect of such matters, the accounts and records of
the Administrative Agent shall control in the absence of manifest
error.

    


    


    SECTION
3

    


    GENERAL
PROVISIONS APPLICABLE

    TO
LOANS

    


    3.1               
Interest.

    


    (a)           Interest
Rate.  Subject to Sections 3.1(b), (i) all Base Rate Loans
shall accrue interest at the Base Rate plus the Applicable Percentage and (ii)
all Eurodollar Loans shall accrue interest at the Adjusted Eurodollar
Rate.

    


    (b)           Default Rate of
Interest.

    


    (i) After
the occurrence, and during the continuation, of an Event of Default pursuant to
Section 9.1(a), the principal of and, to the extent permitted by Law,
interest on the Loans and any other amounts owing hereunder or under the other
Credit Documents 

     

    
      
        
        

      

      
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    (including
without limitation fees and expenses) shall bear interest, payable on demand, at
the Default Rate.

    


    (ii)           After
the occurrence, and during the continuation, of an Event of Default (other than
an Event of Default pursuant to Section 9.1(a)), at the request of the Required
Lenders, the principal of and, to the extent permitted by Law, interest on the
Loan and any other amounts owing hereunder or under the other Credit Documents
(including without limitation fees and expenses) shall bear interest, payable on
demand, at the Default Rate.

    


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

    


    3.2                Payments
Generally.

    


    (a)           No Deductions; Place and
Time of Payments.  All payments to be made by the Borrower
shall be made without condition or deduction for any counterclaim, defense,
recoupment or setoff.  Except as otherwise expressly provided herein,
all payments by the Borrower hereunder shall be made to the Administrative
Agent, for the account of the respective Lenders to which such payment is owed,
at the Administrative Agent’s Office in Dollars and in immediately available
funds not later than 2:00 p.m. on the date specified herein.  The
Administrative Agent will promptly distribute to each Lender its Pro Rata Share
(or other applicable share as provided herein) of such payment in like funds as
received by wire transfer to such Lender’s Lending Office.  All
payments received by the Administrative Agent after 2:00 p.m. shall be deemed
received on the next succeeding Business Day and any applicable interest or fee
shall continue to accrue.

    


    (b)           Payment
Dates.  Subject to the definition of “Interest Period,” if
any payment to be made by the Borrower shall come due on a day other than a
Business Day, payment shall be made on the next following Business Day, and such
extension of time shall be reflected in computing interest or fees, as the case
may be.

    


    (c)           Advances by Administrative
Agent.  Unless the Borrower or any Lender has notified the
Administrative Agent, prior to the time any payment is required to be made by it
to the Administrative Agent hereunder, that the Borrower or such Lender, as the
case may be, will not make such payment, the Administrative Agent may assume
that the Borrower or such Lender, as the case may be, has timely made such
payment and may (but shall not be so required to), in reliance thereon, make
available a corresponding amount to the Person entitled thereto.  If
and to the extent that such payment was not in fact made to the Administrative
Agent in immediately available funds, then:

    


    (i)           if
the Borrower failed to make such payment, each Lender shall forthwith on demand
repay to the Administrative Agent the portion of such assumed payment that was
made available to such Lender in immediately available funds, together with
interest thereon in respect of each day from and including the date such amount
was made available by the Administrative Agent to such Lender to the date such
amount is repaid to the Administrative Agent in immediately available funds at
the Federal Funds Rate from time to time in effect; and

    


    (ii)           if
any Lender failed to make such payment, such Lender shall forthwith on demand
pay to the Administrative Agent the amount thereof in immediately available
funds, together with interest thereon for the period from the date such amount
was made 

     

    
      
        
        

      

      
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    available
by the Administrative Agent to the Borrower to the date such amount is recovered
by the Administrative Agent (the “Compensation Period”)
at a rate per annum equal to the Federal Funds Rate from time to time in
effect.  If such Lender pays such amount to the Administrative Agent,
then such amount shall constitute such Lender’s Loan included in the applicable
Borrowing.  If such Lender does not pay such amount forthwith upon the
Administrative Agent’s demand therefor, the Administrative Agent may make a
demand therefor upon the Borrower, and the Borrower shall pay such amount to the
Administrative Agent, together with interest thereon for the Compensation Period
at a rate per annum equal to the rate of interest applicable to such
Borrowing.  Nothing herein shall be deemed to relieve any Lender from
its obligation to fulfill its Commitment or to prejudice any rights which the
Administrative Agent or the Borrower may have against any Lender as a result of
any default by such Lender hereunder.

    


    A notice
of the Administrative Agent to any Lender or the Borrower with respect to any
amount owing under this subsection (c) shall be conclusive, absent manifest
error.

    


    (d)           Several
Obligations.  The obligations of the Lenders hereunder to make
Loans are several and not joint.  The failure of any Lender to make
any Loan on any date required hereunder shall not relieve any other Lender of
its corresponding obligation to do so on such date, and no Lender shall be
responsible for the failure of any other Lender to so make its
Loan.

    


    (e)           Funding
Offices.  Nothing herein shall be deemed to obligate any Lender
to obtain the funds for any Loan in any particular place or manner or to
constitute a representation by any Lender that it has obtained or will obtain
the funds for any Loan in any particular place or manner.

    


    3.3                Prepayments.

    


    (a)           Voluntary
Prepayments.  The Borrower shall have the right to prepay its
outstanding Loans in whole or in part from time to time without premium or
penalty; provided, however, that (i) all
prepayments under this Section 3.3(a) shall be subject to Section 3.14, (ii)
Eurodollar Loans may only be prepaid on three Business Days’ prior written
notice to the Administrative Agent, (iii) each such partial prepayment of
Eurodollar Loans shall be in the minimum principal amount of $1,000,000 and
integral multiples of $1,000,000 and (iv) each such partial prepayment of Base
Rate Loans shall be in the minimum principal amount of $500,000 and integral
multiples of $100,000 or, in the case of clauses (iii) and (iv), if less than
such minimum amounts, the entire principal amount thereof then
outstanding.  Amounts prepaid pursuant to this Section 3.3(a) shall be
applied as the Borrower may elect based on the Lenders’ Pro Rata Shares; provided, however, if the
Borrower fails to specify, such prepayment shall be applied by the
Administrative Agent, subject to Section 3.7, in such manner as it deems
reasonably appropriate.

    


    (b)           Mandatory
Prepayments.

    


    (i)                 If
at any time the sum of the aggregate principal amount of Loans outstanding
exceeds the Committed Amount, the Borrower shall immediately make a principal
payment to the Administrative Agent in an amount in Dollars as is necessary to
be in compliance with Section 2.1 and as directed by the Administrative
Agent.

    


    (ii)                 All
amounts required to be prepaid pursuant to this Section 3.3(b) shall be applied
first to Base
Rate Loans, and second to Eurodollar
Loans in direct order of Interest Period maturities.  All prepayments
pursuant to this Section 3.3(b) shall be subject to Section 3.14.

    


    
      
        
        

      

      
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    3.4               
[Reserved].

    


    3.5               
 Payment in full
at Maturity.

    


    On the
Maturity Date, the entire outstanding principal balance of all Loans, together
with accrued but unpaid interest and all fees and other sums owing under the
Credit Documents, shall be due and payable in full, unless accelerated sooner
pursuant to Section 9.2; provided that if the
Maturity Date is not a Business Day, then such principal, interest, fees and
other sums shall be due and payable in full on the next preceding Business
Day.

    


    3.6              
 Computations of
Interest and Fees.

    


    (a)           Calculation of Interest and
Fees.  Except for Base Rate Loans that are based upon the Prime
Rate, in which case interest shall be computed on the basis of the actual number
of days elapsed over a year of 365 or 366 days, as the case may be, all
computations of interest and fees hereunder shall be made on the basis of the
actual number of days elapsed over a year of 360 days.  Interest shall
accrue from and including the first date of Borrowing (or continuation or
conversion) to but excluding the last day occurring in the period for which such
interest is payable.  Each determination by the Administrative Agent
of an interest rate or fee hereunder shall be conclusive and binding for all
purposes, absent manifest error.

    


    (b)           Usury.  It
is the intent of the Lenders and the Borrower to conform to and contract in
strict compliance with applicable usury Law from time to time in
effect.  All agreements between the Lenders and the Borrower are
hereby limited by the provisions of this subsection which shall override and
control all such agreements, whether now existing or hereafter arising and
whether written or oral.  In no way, nor in any event or contingency
(including but not limited to prepayment or acceleration of the maturity of any
Borrower Obligation), shall the interest taken, reserved, contracted for,
charged, or received under this Credit Agreement, under the Notes, under the
First Mortgage Bonds or otherwise, exceed the maximum nonusurious amount
permissible under applicable Law.  If, from any possible construction
of any of the Credit Documents or any other document, interest would otherwise
be payable in excess of the maximum nonusurious amount, any such construction
shall be subject to the provisions of this subsection and such documents shall
be automatically reduced to the maximum nonusurious amount permitted under
applicable Law, without the necessity of execution of any amendment or new
document.  If any Lender shall ever receive anything of value which is
characterized as interest on the Loans under applicable Law and which would,
apart from this provision, be in excess of the maximum nonusurious amount, an
amount equal to the amount which would have been excessive interest shall,
without penalty, be applied to the reduction of the principal amount owing on
the Loans and not to the payment of interest, or refunded to the Borrower or the
other payor thereof if and to the extent such amount which would have been
excessive exceeds such unpaid principal amount of the Loans.  The
right to demand payment of the Loans or any other Indebtedness evidenced by any
of the Credit Documents does not include the right to accelerate the payment of
any interest which has not otherwise accrued on the date of such demand, and the
Lenders do not intend to charge or receive any unearned interest in the event of
such demand.  All interest paid or agreed to be paid to the Lenders
with respect to the Loans shall, to the extent permitted by applicable Law, be
amortized, prorated, allocated, and spread throughout the full stated term
(including any renewal or extension) of the Loans so that the amount of interest
on account of the Loans does not exceed the maximum nonusurious amount permitted
by applicable Law.

    


    
      
        
        

      

      
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    3.7           
    Pro Rata
Treatment.

    


    Except to
the extent otherwise provided herein, each Borrowing, each payment or prepayment
of principal of any Loan, each payment of interest, each payment of fees (other
than administrative fees paid to the Administrative Agent), each conversion or
continuation of any Loans and each reduction in the Committed Amount, shall be
allocated pro rata among the relevant Lenders in accordance with their Pro Rata
Shares; provided that, if any
Lender shall have failed to pay its Pro Rata Share of any Loan, then any amount
to which such Lender would otherwise be entitled pursuant to this Section 3.7
shall instead be payable to the Administrative Agent until the share of such
Loan by such Lender has been repaid.  In the event any principal,
interest, fee or other amount paid to any Lender pursuant to this Credit
Agreement or any other Credit Document is rescinded or must otherwise be
returned by the Administrative Agent, (a) such principal, interest, fee or other
amount that had been satisfied by such payment shall be revived, reinstated and
continued in full force and effect as if such payment had not occurred and (b)
such Lender shall, upon the request of the Administrative Agent, repay to the
Administrative Agent the amount so paid to such Lender, with interest for the
period commencing on the date such payment is returned by the Administrative
Agent until the date the Administrative Agent receives such repayment at a rate
per annum equal to the Federal Funds Rate if repaid within two (2) Business Days
after such request and thereafter the Base Rate.

    


    3.8               
 Sharing of
Payments.

    


    The
Lenders agree among themselves that, except to the extent otherwise provided
herein, in the event that any Lender shall obtain payment in respect of any
Loan, or any other obligation owing to such Lender under this Credit Agreement
through the exercise of a right of setoff, banker’s lien or counterclaim, or
pursuant to a secured claim under Section 506 of the Bankruptcy Code or other
security or interest arising from, or in lieu of, such secured claim, received
by such Lender under any applicable Debtor Relief Law or other similar Law or
otherwise, or by any other means, in excess of its Pro Rata Share of such
payment as provided for in this Credit Agreement, such Lender shall promptly pay
in cash or purchase from the other Lenders a participation in such Loans, and
other obligations in such amounts, and make such other adjustments from time to
time, as shall be equitable to the end that all Lenders share such payment in
accordance with their Pro Rata Shares.  The Lenders further agree
among themselves that if payment to a Lender obtained by such Lender through the
exercise of a right of setoff, banker’s lien, counterclaim or other event as
aforesaid shall be rescinded or must otherwise be returned, each Lender which
shall have shared the benefit of such payment shall, by payment in cash or a
repurchase of a participation theretofore sold, return its share of that benefit
(together with its share of any accrued interest payable with respect thereto)
to each Lender whose payment shall have been rescinded or otherwise
returned.  The Borrower agrees that (a) any Lender so purchasing such
a participation may, to the fullest extent permitted by Law, exercise all rights
of payment, including setoff, banker’s lien or counterclaim, with respect to
such participation as fully as if such Lender were a holder of such Loan, or
other obligation in the amount of such participation and (b) the Borrower
Obligations that have been satisfied by a payment that has been rescinded or
otherwise returned shall be revived, reinstated and continued in full force and
effect as if such payment had not occurred.  Except as otherwise
expressly provided in this Credit Agreement, if any Lender or the Administrative
Agent shall fail to remit to any other Lender an amount payable by such Lender
or the Administrative Agent to such other Lender pursuant to this Credit
Agreement on the date when such amount is due, such payments shall be made
together with interest thereon for each date from the date such amount is due
until the date such amount is paid to the Administrative Agent or such other
Lender at a rate per annum equal to the Federal Funds Rate.  If under
any applicable Debtor Relief Law or other similar Law, any Lender receives a
secured claim in lieu of a setoff to which this Section 3.8 applies, such Lender
shall, to the extent practicable, exercise its rights in respect of such secured
claim in a manner consistent with the rights of the Lenders under this Section
3.8 to share in the benefits of any recovery on such secured claim.

    


    
      
        
        

      

      
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    3.9              
 Capital
Adequacy.

    


    If any
Lender determines that the introduction after the Closing Date of any Law, rule
or regulation or other Requirement of Law regarding capital adequacy or any
change therein or in the interpretation thereof, or compliance by such Lender
(or its Lending Office) therewith, has or would have the effect of reducing the
rate of return on the capital or assets of such Lender or any corporation
controlling such Lender as a consequence of such Lender’s obligations hereunder
(taking into consideration its policies with respect to capital adequacy and
such Lender’s desired return on capital), then from time to time upon demand of
such Lender (with a copy of such demand to the Administrative Agent), the
Borrower shall pay to such Lender such additional amounts as will compensate
such Lender for such reduction.

    


    3.10              Eurodollar
Provisions.

    


    If the
Administrative Agent determines (which determination shall be conclusive and
binding upon the Borrower) in connection with any request for a Eurodollar Loan
or a conversion to or continuation thereof that (i) deposits in Dollars are not
being offered to banks in the applicable offshore interbank market for the
applicable amount and Interest Period of such Eurodollar Loan, (ii) adequate and
reasonable means do not exist for determining the Eurodollar Rate for such
Eurodollar Loan, or (iii) the Eurodollar Rate for such Eurodollar Loan does not
adequately and fairly reflect the cost to the Lenders of funding such Eurodollar
Loan, the Administrative Agent will promptly notify the Borrower and the
Lenders.  Thereafter, the obligation of the Lenders to make or
maintain Eurodollar Loans shall be suspended until the Administrative Agent
revokes such notice.  Upon receipt of such notice, the Borrower may
revoke any pending Notice of Borrowing or Notice of Continuation/Conversion with
respect to Eurodollar Loans or, failing that, will be deemed to have converted
such request into a request for a Borrowing of or, to the extent permitted
hereunder, conversion into a Base Rate Loan in the amount specified
therein.

    


    3.11              Illegality.

    


    If any
Lender determines that any Requirement of Law has made it unlawful, or that any
Governmental Authority has asserted that it is unlawful, for any Lender or its
applicable Lending Office to make, maintain or fund Eurodollar Loans, or
materially restricts the authority of such Lender to purchase or sell, or to
take deposits of Dollars in the London interbank market, or to determine or
charge interest rates based upon the Eurodollar Rate, then, on notice thereof by
such Lender to the Borrower through the Administrative Agent, any obligation of
such Lender to make or continue Eurodollar Loans or to convert Base Rate Loans
to Eurodollar Loans shall be suspended until such Lender notifies the
Administrative Agent and the Borrower that the circumstances giving rise to such
determination no longer exist.  Upon receipt of such notice, the
Borrower shall, upon demand to the Borrower from such Lender (with a copy to the
Administrative Agent), prepay or, if applicable, convert all Eurodollar Loans of
such Lender to Base Rate Loans, either on the last day of the Interest Period
thereof, if such Lender may lawfully continue to maintain such Eurodollar Loans
to such day, or immediately, if such Lender may not lawfully continue to
maintain such Eurodollar Loans.  Upon any such prepayment or
conversion, the Borrower shall also pay interest on the amount so prepaid or
converted, together with any amounts due with respect thereto pursuant to
Section 3.14.

    


    3.12             
Requirements of Law;
Reserves on Eurodollar Loans.

    


    (a)           Changes in
Law.  If any Lender determines that as a result of the
introduction of or any change in, or in the interpretation of, any Requirement
of Law, or such Lender’s compliance therewith, there shall be any increase in
the cost to such Lender of agreeing to make 

     

    
      
        
        

      

      
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    or
making, funding or maintaining Eurodollar Loans, or a reduction in the amount
received or receivable by such Lender in connection with any of the foregoing
(excluding for purposes of this Section 3.12 any such increased costs or
reduction in amount resulting from (i) Taxes or Other Taxes (as to which Section
3.13 shall govern) and (ii) reserve requirements contemplated by subsection (b)
below), then from time to time, upon demand of such Lender (through the
Administrative Agent), the Borrower shall pay to such Lender such additional
amounts as will compensate such Lender for such increased cost or reduction in
yield.

    


    (b)           Reserves.  The
Borrower shall pay to each Lender (to the extent such Lender has not otherwise
been compensated therefor hereunder), as long as such Lender shall be required
to maintain reserves with respect to liabilities or assets consisting of or
including Eurodollar funds or deposits (currently known as “Eurodollar
liabilities”), additional interest on the unpaid principal amount of each
Eurodollar Loan equal to the actual costs of such reserves allocated to such
Loan by such Lender (as determined by such Lender in good faith, which
determination shall be conclusive absent demonstrable error), which, shall be
due and payable on each date on which interest is payable on such Loan; provided that the
Borrower shall have received at least 15 days’ prior notice (with a copy to the
Administrative Agent) of such additional interest from such
Lender.  If a Lender fails to give notice 15 days prior to the
relevant Interest Payment Date, such additional interest shall be due and
payable 15 days from receipt of such notice.

    


    3.13               Taxes.

    


    (a)           Payment of
Taxes.  Any and all payments by the Borrower to or for the
account of the Administrative Agent or any Lender under any Credit Document
shall be made free and clear of and without deduction for any and all present or
future income, stamp or other taxes, duties, levies, imposts, deductions,
assessments, fees, withholdings or similar charges, and all liabilities with
respect thereto, but excluding, in the case of the Administrative Agent and each
Lender, taxes imposed on or measured by its net income, and franchise taxes
imposed on it (in lieu of net income taxes), by the jurisdiction (or any
political subdivision thereof) under the Laws of which the Administrative Agent
or such Lender, as the case may be, is organized or maintains its Lending Office
(all such non-excluded present or future income, stamp or other taxes, duties,
levies, imposts, deductions, assessments, fees, withholdings or similar charges,
and liabilities being hereinafter referred to as “Taxes”).  If
the Borrower shall be required by any Requirement of Law to deduct any Taxes
from or in respect of any sum payable under any Credit Document to the
Administrative Agent or any Lender, (i) the sum payable shall be increased as
necessary so that after making all required deductions (including deductions
applicable to additional sums payable under this Section 3.13(a)), the
Administrative Agent or such Lender, as the case may be, receives an amount
equal to the sum it would have received had no such deductions been made, (ii)
the Borrower shall make such deductions, (iii) the Borrower shall pay the full
amount deducted to the relevant taxation authority or other Governmental
Authority in accordance with applicable Requirements of Law, and (iv) within 30
days after the date of such payment, the Borrower shall furnish to the
Administrative Agent (which shall forward the same to such Lender, if
applicable) the original or a certified copy of a receipt evidencing payment
thereof, to the extent such receipt is issued therefor, or other written proof
of payment thereof that is reasonably satisfactory to the Administrative
Agent.

    


    (b)           Additional
Taxes.  In addition, the Borrower agrees to pay any and all
present or future stamp, court or documentary taxes and any other excise or
property taxes or charges or similar levies which arise from any payment made
under any Credit Document or from the execution, delivery, performance,
enforcement or registration of, or otherwise with respect to, any Credit
Document (hereinafter referred to as “Other
Taxes”).

    


    
      
        
        

      

      
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    (c)           No Deduction for
Taxes.  If the Borrower shall be required to deduct or pay any
Taxes or Other Taxes from or in respect of any sum payable under any Credit
Document to the Administrative Agent or any Lender, the Borrower shall also pay
to the Administrative Agent (for the account of such Lender) or to such Lender,
at the time interest is paid, such additional amount that such Lender specifies
as necessary to preserve the after-tax yield (after factoring in all taxes,
including taxes imposed on or measured by net income) such Lender would have
received if such Taxes or Other Taxes had not been imposed.

    


    (d)           Indemnification.  The
Borrower agrees to indemnify the Administrative Agent and each Lender for (i)
the full amount of Taxes and Other Taxes (including any Taxes or Other Taxes
imposed or asserted by any jurisdiction on amounts payable under this Section
3.13(d)) paid by the Administrative Agent and such Lender, and (ii) any
liability (including penalties, interest and expenses) arising therefrom or with
respect thereto.

    


    (e)           Exemption from
Taxes.  In the case of any payment hereunder or under any other
Credit Document by or on behalf of the Borrower through an account or branch
outside the United States, or on behalf of the Borrower by a payor that is not a
United States person, if the Borrower determines that no taxes are payable in
respect thereof, the Borrower shall furnish, or shall cause such payor to
furnish, to the Administrative Agent, an opinion of counsel reasonably
acceptable to the Administrative Agent stating that such payment is exempt from
Taxes.  For purposes of this subsection (e), the terms “United States”
and “United States person” shall have the meanings specified in Section 7701 of
the Code.

    


    (f)           Foreign
Lenders.  Each Lender that is a foreign corporation, foreign
partnership or foreign trust within the meaning of the Code (a “Foreign Lender”)
shall deliver to the Administrative Agent, prior to receipt of any payment
subject to withholding under the Code, two duly signed completed copies of
either IRS Form W-8BEN or any successor thereto (relating to such Lender and
entitling it to an exemption from, or reduction of, withholding tax on all
payments to be made to such Lender by the Borrower pursuant to this Credit
Agreement), as appropriate, or IRS Form W-8ECI or any successor thereto
(relating to all payments to be made to such Lender by the Borrower pursuant to
this Credit Agreement) or such other evidence satisfactory to the Borrower and
the Administrative Agent that such Lender is entitled to an exemption from, or
reduction of, United States withholding tax. Thereafter and from time to time,
each such Lender shall (i) promptly submit to the Administrative Agent such
additional duly completed and signed copies of one of such forms (or such
successor forms as shall be adopted from time to time by the relevant United
States taxing authorities), as appropriate, as may reasonably be requested by
the Borrower or the Administrative Agent and then be available under then
current United States Laws and regulations to avoid, or such evidence as is
satisfactory to the Borrower and the Administrative Agent of any available
exemption from or reduction of, United States withholding taxes in respect of
all payments to be made to such Lender by the Borrower pursuant to this Credit
Agreement, (ii) promptly notify the Administrative Agent of any change in
circumstances which would modify or render invalid any claimed exemption or
reduction, and (iii) take such steps as shall not be materially disadvantageous
to it, in the reasonable judgment of such Lender, and as may be reasonably
necessary (including the re-designation of its Lending Office) to avoid any
Requirement of Law that the Borrower make any deduction or withholding for taxes
from amounts payable to such Lender.  If the forms or other evidence
provided by such Lender at the time such Lender first becomes a party to this
Credit Agreement indicate 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 

     

    
      
        
        

      

      
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    withholding
tax at such lesser rate only shall be considered excluded from Taxes for periods
governed by such forms; provided, however, that, if at the date of any
assignment pursuant to which a Lender becomes a party to this Credit Agreement,
the assignor Lender was entitled to payments under Section 3.13(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
assignee Lender on such date.  If such Lender fails to deliver the
above forms or other evidence, then the Administrative Agent may withhold from
any interest payment to such Lender an amount equal to the applicable
withholding tax imposed by Sections 1441 and 1442 of the Code, without
reduction.  If any Governmental Authority asserts that the
Administrative Agent did not properly withhold any tax or other amount from
payments made in respect of such Lender, such Lender shall indemnify the
Administrative Agent therefor, including all penalties and interest, any taxes
imposed by any jurisdiction on the amounts payable to the Administrative Agent
under this Section 3.13(f), and costs and expenses (including the reasonable
fees and expenses of legal counsel) of the Administrative Agent.  For
any period with respect to which a Lender has failed to provide the Borrower
with the above forms or other evidence (other than if such failure is due to a
change in the applicable Law, or in the interpretation or application thereof,
occurring after the date on which such form or other evidence originally was
required to be provided or if such form or other evidence otherwise is not
required), such Lender shall not be entitled to indemnification under subsection
(a) or (c) of this Section 3.13 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 such form or other evidence
required hereunder, the Borrower shall take such steps as such Lender shall
reasonably request to assist such Lender in recovering such
Taxes.  The obligation of the Lenders under this Section 3.13(f) shall
survive the payment of all Borrower Obligations and the resignation or
replacement of the Administrative Agent.

    


    (g)           Reimbursement.  In
the event that an additional payment is made under Section 3.13(a) or (c) for
the account of any Lender and such Lender, in its reasonable judgment,
determines that it has finally and irrevocably received or been granted a credit
against or release or remission for, or repayment of, any tax paid or payable by
it in respect of or calculated with reference to the deduction or withholding
giving rise to such payment, such Lender shall, to the extent that it determines
that it can do so without prejudice to the retention of the amount of such
credit, relief, remission or repayment, pay to the Borrower such amount as such
Lender shall, in its reasonable judgment, have determined to be attributable to
such deduction or withholding and which will leave such Lender (after such
payment) in no worse position than it would have been in if the Borrower had not
been required to make such deduction or withholding.  Nothing herein
contained shall interfere with the right of a Lender to arrange its tax affairs
in whatever manner it thinks fit nor oblige any Lender to claim any tax credit
or to disclose any information relating to its tax affairs or any computations
in respect thereof or require any Lender to do anything that would prejudice its
ability to benefit from any other credits, reliefs, remissions or repayments to
which it may be entitled.

    


    3.14              Compensation.

    


    Upon the
written demand of any Lender, the Borrower shall promptly compensate such Lender
for and hold such Lender harmless from any loss, cost or expense incurred by it
as a result of:

    


    (a)           any
continuation, conversion, payment or prepayment of any Eurodollar Loan of the
Borrower on a day other than the last day of the Interest Period for such
Eurodollar Loan (whether voluntary, mandatory, automatic, by reason of
acceleration, or otherwise); or

    


    
      
        
        

      

      
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    (b)           any
failure by the Borrower (for a reason other than the failure of such Lender to
make a Eurodollar Loan) to prepay, borrow, continue or convert any Eurodollar
Loan on the date or in the amount previously requested by the
Borrower.

    


    The
amount each such Lender shall be compensated pursuant to this Section 3.14
shall include, without limitation, (i) any loss incurred by such Lender in
connection with the re-employment of funds prepaid, repaid, not borrowed or
paid, as the case may be and (ii) any reasonable out-of-pocket expenses
(including the reasonable fees and expenses of legal counsel) incurred and
reasonably attributable thereto.

    


    For
purposes of calculating amounts payable by the Borrower to the Lenders under
this Section 3.14, each Lender shall be deemed to have funded each
Eurodollar Loan made by it at the Eurodollar Rate for such Loan by a matching
deposit or other borrowing in the London interbank market for a comparable
amount and for a comparable period, whether or not such Eurodollar Loan was in
fact so funded.

    


    3.15               Determination and Survival
of Provisions.

    


    All
determinations by the Administrative Agent or a Lender of amounts owing under
Sections 3.9 through 3.14, inclusive, shall, absent manifest error, be
conclusive and binding on the parties hereto and all amounts owing thereunder
shall be due and payable within ten Business Days of demand
therefor.  In determining such amount, the Administrative Agent or
such Lender may use any reasonable averaging and attribution
methods.  Sections 3.9 through 3.14, inclusive, shall survive the
termination of this Credit Agreement and the payment of all Borrower
Obligations.

    


    


    


    SECTION
4

    


    CONDITIONS
PRECEDENT TO CLOSING

    


    4.1               
 Closing
Conditions.

    


    The
obligation of the Lenders to enter into this Credit Agreement and make the Loans
is subject to satisfaction of the following conditions:

    


    (a)           Executed Credit
Documents.  Receipt by the Administrative Agent of duly
executed copies of:  (i) this Credit Agreement, (ii) the FMB Mortgage,
(iii) the First Mortgage Bonds in an aggregate face amount not less than
$50,000,000, (iv) the FMB Delivery Agreement and (v) all other Credit Documents,
each in form and substance reasonably acceptable to the Lenders in their sole
discretion.

    


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

    


    (i)           Organizational
Documents.  Copies of the articles of incorporation of the
Borrower, certified to be true and complete as of a recent date by the
appropriate Governmental Authority of the state or other jurisdiction of its
formation and copies of the bylaws of the Borrower, certified by a secretary or
assistant secretary (or the equivalent) of the Borrower to be true and correct
as of the Closing Date.

    


    
      
        
        

      

      
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    (ii)           Resolutions.  Copies
of resolutions of the board of directors of the Borrower approving and adopting
this Credit Agreement and the other Credit Documents and the FMB Mortgage
Documents to which it is a party, the transactions contemplated herein and
therein and authorizing execution and delivery hereof and thereof, certified by
a secretary or assistant secretary (or the equivalent) of the Borrower to be
true and correct and in full force and effect as of the Closing
Date.

    


    (iii)          Good
Standing.  Copies of certificates of good standing, existence
or its equivalent with respect to the Borrower certified as of a recent date by
the appropriate Governmental Authority of the state or other jurisdiction of its
formation.

    


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

    


    (c)           Opinions of
Counsel.   Receipt by the Administrative Agent of opinions
of counsel to the Borrower (which may include in-house counsel with respect to
matters of Texas law), in form and substance acceptable to the Administrative
Agent, addressed to the Administrative Agent and the Lenders and dated as of the
Closing Date.

    


    (d)           Financial
Statements.  Receipt by the Administrative Agent of a copy of
the annual consolidated financial statements (including balance sheets, income
statements and cash flow statements) of the Parent and its Subsidiaries for the
Fiscal Year 2008, audited by independent public accountants of recognized
national standing and (ii) such other financial information regarding the
Borrower as the Administrative Agent may reasonably request.

    


    (e)           Material Adverse
Effect.  Since December 31, 2008, there shall have been no
development or event relating to or affecting the Borrower or any of its
Subsidiaries that has had or could be reasonably expected to have a Material
Adverse Effect and no Material Adverse Change in the facts and information
regarding the Borrower and its Subsidiaries as represented to date.

    


    (f)           Absence of Market
Disruption.  There shall not have occurred a material adverse
change in or material disruption of conditions in the financial, banking or
capital markets which the Administrative Agent and the Arrangers, in their sole
discretion, deem material in connection with the syndication of the Credit
Agreement.

    


    (g)           Litigation.  There
shall not exist any material order, decree, judgment, ruling or injunction or
any material pending or threatened action, suit, investigation or proceeding
against the Borrower or any of its Subsidiaries except as represented to
date.

    


    (h)           Consents.  All
necessary governmental, shareholder and third party consents and approvals, if
any, with respect to this Credit Agreement and the Credit Documents and the FMB
Mortgage Documents and the transactions contemplated herein and therein have
been received (except for such consents, approvals, authorizations, orders and
registrations or qualifications as may be required to enforce the Lien of the
FMB Mortgage Documents, exercise remedies under the FMB Mortgage Documents, or
use, operate, assign, lease or transfer property of the Borrower in connection
therewith), and no condition or Requirement of Law exists which would reasonably
be likely to restrain, prevent or impose any material adverse conditions on the
transactions contemplated hereby and by the other Credit Documents and the FMB
Mortgage Documents.

    


    
      
        
        

      

      
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    (i)           Officer’s
Certificates.  Receipt by the Administrative Agent of a
certificate or certificates executed by an Authorized Officer of the Borrower as
of the Closing Date stating that (i) the Borrower and each of its Subsidiaries
are in compliance in all material respects with all existing material financial
obligations and all material Requirements of Law, (ii) there does not exist any
material order, decree, judgment, ruling or injunction or any material pending
or threatened action, suit, investigation or proceeding against the Borrower or
any of its Subsidiaries, (iii) the financial statements and information
delivered to the Administrative Agent on or before the Closing Date were
prepared in good faith and in accordance with GAAP and (iv) immediately after
giving effect to this Credit Agreement, the other Credit Documents and the FMB
Mortgage Documents and all the transactions contemplated herein or therein to
occur on such date, (A) Borrower is Solvent, (B) no Default or Event of Default
exists, (C) all representations and warranties contained herein and in the other
Credit Documents and the FMB Mortgage Documents are true and correct in all
material respects, (D) since December 31, 2008, there has been no development or
event relating to or affecting the Borrower or any of its Subsidiaries that has
had or could be reasonably expected to have a Material Adverse Effect and there
exists no event, condition or state of facts that could result in or reasonably
be expected to result in a Material Adverse Change and (E) the Borrower is in
compliance with the financial covenant set forth in Section 7.2, as of December
31, 2008, as demonstrated in the Covenant Compliance Worksheet attached to such
certificate.

    


    (j)           Fees and
Expenses.  Unless waived by the Person entitled thereto,
payment by the Borrower of all fees and expenses owed by it to the
Administrative Agent, the Arrangers and the Lenders on or before the Closing
Date.

    


    (k)           FMB Mortgage
Documents.  To the extent requested by the Administrative
Agent, copies of each document (including any Uniform Commercial Code financing
statement) required by the FMB Mortgage Documents to be filed, registered or
recorded in order to create in favor of the First Mortgage Bond Trustee for the
benefit of the holders of the First Mortgage Bonds, including the Administrative
Agent, for the benefit of the Lenders, a valid direct first deed of trust lien
on the Mortgaged Property, in each case, in proper form for filing, registration
or recordation.

    


    (l)           Bond
Issuance.  Receipt by the Administrative Agent of evidence
satisfactory to it that bonds in an aggregate amount not less than $265,500,000
(calculated exclusive of the First Mortgage Bonds) shall have been issued under
the FMB Mortgage and the First Supplemental Indenture thereunder dated as of
March 23, 2009.

    


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

    


    Without
limiting the generality of the provisions of Section 10.4,
for purposes of determining compliance with the conditions specified in this
Section, each
Lender that has signed this Credit Agreement shall be deemed to have consented
to, approved or accepted or to be satisfied with, each document or other matter
required thereunder to be consented to or approved by or acceptable or
satisfactory to a Lender unless the Administrative Agent shall have received
notice from such Lender prior to the proposed Closing Date specifying its
objection thereto.

    


    


    
      
        
        

      

      
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    SECTION
5

    


    CONDITIONS
TO ALL EXTENSIONS OF CREDIT

    


    5.1         
      Funding
Requirements.

    


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

    


    (a)           Notice. The Borrower
shall have delivered the Notice of Borrowing, duly executed and completed, by
the time specified in Section 2.1.

    


    (b)           Representations and
Warranties.  The representations and warranties made by the
Borrower in any Credit Document and the FMB Mortgage are true and correct in all
material respects at and as if made as of such date except to the extent they
expressly and exclusively relate to an earlier date.

    


    (c)           No
Default.  No Default or Event of Default as to the Borrower
shall exist and be continuing either prior to or after giving effect to such
Credit Extension.

    


    (d)           Availability.  Immediately
after giving effect to such Credit Extension (and the application of the
proceeds thereof), (i) the aggregate principal amount of outstanding Loans shall
not exceed the Committed Amount, and (ii) with respect to each individual
Lender, the sum of outstanding principal amount of Loans of such Lender shall
not exceed such Lender’s Pro Rata Share of the Committed Amount.

    


    (e)           Funding
Date.  The Loans shall be made on a date on or before March 31,
2009.

    


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

    


    


    SECTION
6

    


    REPRESENTATIONS
AND WARRANTIES

    


    To induce
the Administrative Agent and the Lenders to enter into this Credit Agreement and
to induce the Lenders to extend the credit contemplated hereby, the Borrower
represents and warrants to the Administrative Agent and the Lenders as
follows:

    


    6.1          
     Organization and Good
Standing.

    


    The
Borrower and its Subsidiaries (a) are duly organized, validly existing and in
good standing under the laws of the jurisdiction of its organization, (b) are
duly qualified and in good standing as a foreign entity authorized to do
business in every other jurisdiction where the failure to so qualify would have
a Material Adverse Effect and (c) have the requisite power and authority to own
its properties and to carry on its business as now conducted and as proposed to
be conducted.

    


    
      
        
        

      

      
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    6.2          
      Due
Authorization.

    


    The
Borrower and any of its Subsidiaries party to any Credit Document or the FMB
Mortgage (a) has the requisite power and authority to execute, deliver and
perform this Credit Agreement and the other Credit Documents to which it is a
party and to incur the obligations herein and therein provided for and (b) has
been authorized by all necessary action to execute, deliver and perform this
Credit Agreement, the FMB Mortgage and the other Credit Documents to which it is
a party.

    


    6.3           
    No
Conflicts.

    


    Neither
the execution and delivery of this Credit Agreement, the FMB Mortgage and the
other Credit Documents, nor the consummation of the transactions contemplated
herein and therein, nor performance of and compliance with the terms and
provisions hereof and thereof by the Borrower will (a) violate or conflict with
any provision of its organizational documents, (b) violate, contravene or
conflict with any law (including without limitation, the Public Utility Holding
Company Act of 1935, as amended), regulation (including without limitation,
Regulation U and Regulation X), order, writ, judgment, injunction, decree or
permit applicable to it, (c) violate, contravene or conflict with contractual
provisions of, or cause an event of default under, any indenture, loan
agreement, mortgage, deed of trust, contract or other agreement or instrument to
which it is a party or by which it may be bound, the violation of which would
have or would be reasonably expected to have a Material Adverse Effect or (d)
result in or require the creation of any Lien upon or with respect to its
properties (except the Lien of the FMB Mortgage Documents in favor of the First
Mortgage Bond Trustee).

    


    6.4          
     Consents.

    


    No
consent, approval, authorization or order of, or filing, registration or
qualification with, any court or Governmental Authority or third party is
required in connection with the execution, delivery or performance of this
Credit Agreement, the FMB Mortgage or any of the other Credit Documents that has
not been obtained or completed, except for such consents, approvals,
authorizations, orders and registrations or qualifications as may be required to
enforce the Lien of the FMB Mortgage Documents, exercise remedies under the FMB
Mortgage Documents, or use, operate, assign, lease or transfer property of the
Borrower in connection therewith.

    


    6.5             
   Enforceable
Obligations.

    
 

    This
Credit Agreement, the FMB Mortgage and the other Credit Documents to which it is
a party have been duly executed and delivered and constitute the legal, valid
and binding obligations of the Borrower enforceable against the Borrower in
accordance with their respective terms, except as may be limited by Debtor
Relief Laws or similar laws affecting creditors’ rights generally or by general
equitable principles.

    


    6.6           
     Financial
Condition.

    


    The
financial statements delivered to the Lenders pursuant to Section 4.1(d)
and pursuant to Sections 7.1(a) and (b): (i) have been prepared in
accordance with GAAP except that the quarterly financial statements are subject
to year-end adjustments and have fewer footnotes than annual statements and (ii)
present fairly the financial condition, results of operations and cash flows of
the Borrower and its Subsidiaries as of such date and for such
periods.  No opinion provided with respect to the Borrower’s financial
statements pursuant to Section 7.1 (or as to any prior annual financial
statements) has been withdrawn.

    


    
      
        
        

      

      
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    6.7         
      No Material
Change.

    


    (a)           Since
December 31, 2008, there has been no development or event relating to or
affecting the Borrower or any of its Subsidiaries which would have or would
reasonably be expected to have a Material Adverse Effect.

    


    (b)           Since
December 31, 2008, there has been no sale, transfer or other disposition by the
Borrower or any of its Subsidiaries of any material part of its business or
property, and no purchase or other acquisition by the Borrower or any of its
Subsidiaries of any business or property (including the Capital Stock of any
other Person) material in relation to the financial condition of the Borrower or
any of its Subsidiaries, in each case which is not (i) reflected in the most
recent financial statements delivered to the Lenders pursuant to
Section 4.1(d) or 7.1 or in the notes thereto or (ii) otherwise permitted
by the terms of this Credit Agreement and communicated to the
Lenders.

    


    6.8               
No
Default.

    


    Neither
the Borrower nor any of its Subsidiaries is in default in any respect under any
contract, lease, loan agreement, indenture, mortgage, security agreement or
other agreement or obligation to which it is a party or by which any of its
properties is bound which default would have or would reasonably be expected to
have a Material Adverse Effect.  No Default or Event of Default
presently exists and is continuing.

    


    6.9             
  Litigation.

    


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

    


    6.10              Taxes.

    


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

    


    6.11              Compliance with
Law.

    


    The
Borrower and its Subsidiaries are in compliance with all laws, rules,
regulations, orders and decrees applicable to it or to its properties, unless
such failure to comply would not have or would not reasonably be expected to
have a Material Adverse Effect.

    


    6.12              ERISA.

    


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

    


    (a)           During
the five-year period prior to the date on which this representation is made or
deemed made: (i) no ERISA Event has occurred, and, to the best knowledge of the
Borrower, no event or condition has occurred or exists as a result of which any
ERISA Event would be reasonably expected to occur, with respect to any Plan;
(ii) no “accumulated funding deficiency,” as such term is 

     

    
      
        
        

      

      
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    defined
in Section 302 of ERISA and Section 412 of the Code, whether or not waived, has
occurred with respect to any Plan; (iii) each Plan has been maintained,
operated, and funded in compliance with its own terms and in material compliance
with the provisions of ERISA, the Code, and any other applicable federal or
state laws; and (iv) no Lien in favor or the PBGC or a Plan has arisen or is
reasonably likely to arise on account of any Plan.

    


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

    


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

    


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

    


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

    


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

    


    6.13              Use of Proceeds; Margin
Stock.

    


    The
proceeds of the Credit Extensions to the Borrower hereunder will be used solely
for the purposes specified in  Section 7.9.  None of
such proceeds will be used for the purpose of (a) (i) purchasing or carrying any
Margin Stock or (ii) reducing or retiring any Indebtedness which was originally
incurred to purchase or carry Margin Stock, or (iii) for any other purpose that
might constitute this transaction a “purpose credit” within the meaning of
Regulation U or (b) for the acquisition of another Person unless the board of
directors (or other comparable governing body) or stockholders, as appropriate,
of such Person has approved such acquisition.

    


    
      
        
        

      

      
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    6.14              Government
Regulation.

    


    The
Borrower is not an “investment company” registered or required to be registered
under the Investment Company Act of 1940, as amended, or controlled by such a
company.

    


    6.15              Solvency.

    


    The
Borrower is and, after the consummation of the transactions contemplated by this
Credit Agreement, will be Solvent.

    


    6.16              Disclosure.

    


    Neither
this Credit Agreement nor any financial statements delivered to the
Administrative Agent or the Lenders nor any other document, certificate or
statement furnished to the Administrative Agent or the Lenders by or on behalf
of the Borrower in connection with the transactions contemplated hereby contains
any untrue statement of a material fact or omits to state a material fact
necessary in order to make the statements contained therein or herein, taken as
a whole, not misleading.

    


    6.17              Environmental
Matters.

    


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

    


    6.18              First
Mortgage Bonds Validly Issued. 

     

    The First
Mortgage Bonds have been duly authorized and executed by the Borrower,
authenticated by the First Mortgage Bond Trustee in accordance with the FMB
Mortgage and the Second Supplemental Indenture and validly issued and delivered,
pursuant to the terms of the FMB Delivery Agreement, to the Administrative
Agent, and the First Mortgage Bonds constitute valid and binding obligations of
the Borrower entitled to the benefits and security of the FMB Mortgage and the
Second Supplemental Indenture and are enforceable against the Borrower in
accordance with their terms, except as enforcement thereof may be limited by
bankruptcy, insolvency, reorganization or other similar laws relating to or
affecting the enforcement of creditors’ rights generally and by general
equitable principles (regardless of whether such enforceability is considered in
a proceeding in equity or at law).  The FMB Mortgage, as supplemented
by the Second Supplemental Indenture, complies as to form with the requirements
of the Trust Indenture Act of 1939, as amended.  The First Mortgage
Bonds are not required to be registered under the Securities Act.  The
issuance to the Administrative Agent of the First Mortgage Bonds as described in
this Credit Agreement will not violate any provision of the FMB Mortgage, as
supplemented by the Second Supplemental Indenture.  In addition, the
issuance to the Administrative Agent of the First Mortgage Bonds as described in
this Credit Agreement will not violate any provision of any other agreement or
instrument or any law or regulation, or judicial or regulatory order, judgment
or decree to which the Borrower or any of its Subsidiaries is a party or by
which any of the foregoing is bound, the violation of which would have or would
be reasonably expected to have a Material Adverse Effect.

    


    
      
        
        

      

      
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    6.19              First
Priority Mortgage.

    


    The
Borrower has good and indefeasible title to (or valid rights to lease or use, by
easement or otherwise) all real property comprising the Mortgaged Property, and
good and valid title to (or valid rights to use, by easement or otherwise) all
fixtures and personal property comprising the Mortgaged Property, and (i) all
such Mortgaged Property is subject to the Lien of the FMB Mortgage Documents,
and (ii) all such Mortgaged Property acquired by the Borrower after the
respective dates of the FMB Mortgage and the Second Supplemental Indenture have
become or will, upon such acquisition, become, subject to the Lien
thereof.  The FMB Mortgage constitutes a valid direct first deed of
trust lien and security interest upon all Mortgaged Property, subject only to
“Permitted Liens” (as such term is defined in the FMB Mortgage).  The
rights, powers, Liens and privileges purported to be created pursuant to the FMB
Mortgage Documents in favor of the Administrative Agent shall be equal and
ratable with the holders of other bonds issued pursuant to the FMB Mortgage
Documents.

    


    SECTION
7

    


    AFFIRMATIVE
COVENANTS

    


    The
Borrower covenants and agrees that, until the termination of the Commitments and
the payment in full of all of the Borrower Obligations:

    


    7.1             
  Information
Covenants.

    


    The
Borrower will furnish, or cause to be furnished, to the Lenders:

    


    (a)           Annual Financial
Statements. As soon as available, and in any event within 120 days after
the close of each Fiscal Year of the Borrower commencing with the 2009 Fiscal
Year, a consolidated balance sheet and income statement of the Borrower and its
Subsidiaries, as of the end of such Fiscal Year, together with the related
consolidated statements of income and of cash flows for such Fiscal Year,
setting forth in comparative form figures for the preceding Fiscal Year, all
such financial information described above to be in reasonable form and detail
and, in each case, audited by independent certified public accountants of
recognized national standing reasonably acceptable to the Required Lenders and
whose opinion shall be furnished to the Lenders, and shall be to the effect that
such financial statements have been prepared in accordance with GAAP (except for
changes with which such accountants concur) and shall not be limited as to the
scope of the audit or qualified in any respect.

    


    (b)           Quarterly Financial
Statements. As soon as available, and in any event within 60 days after
the close of each Fiscal Quarter of the Borrower (other than the fourth Fiscal
Quarter), a consolidated balance sheet and income statement of the Borrower and
its Subsidiaries as of the end of such Fiscal Quarter, together with the related
consolidated statement of income for such Fiscal Quarter and a year to date
statement of cash flows, in each case setting forth in comparative form figures
for the corresponding period of the preceding Fiscal Year, all such financial
information described above to be in reasonable form and detail and reasonably
acceptable to the Required Lenders, and, in each case, accompanied by a
certificate of a Financial Officer of the Borrower to the effect that such
quarterly financial statements fairly present in all material respects the
financial condition of such Person and have been prepared in accordance with
GAAP, subject to changes resulting from audit and normal year-end audit
adjustments and except that the quarterly financial statements have fewer
footnotes than annual statements.

    


    
      
        
        

      

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

    


    (d)           Reports.  Notice
of the filing by the Borrower of any Form 10-Q, Form 10-K or Form 8-K with the
SEC promptly upon the filing thereof and copies of all financial statements,
proxy statements, notices and reports as the Borrower shall send to its
shareholders concurrently with the mailing of any such statements, notices or
reports to its shareholders.

    


    (e)           Notices.  Upon
the Borrower obtaining knowledge thereof, the Borrower will give written notice
to the Administrative Agent within ten days of (i) the occurrence of a Default
or Event of Default, specifying the nature and extent thereof and what action
the Borrower proposes to take with respect thereto, (ii) the occurrence of any
of the following with respect to the Borrower or any of its Subsidiaries (A) the
pendency or commencement of any litigation, arbitration or governmental
proceeding against the Borrower or any of its Subsidiaries which, if adversely
determined, would have or would reasonably be expected to have a Material
Adverse Effect, (B) one or more judgments, orders, or decrees shall be entered
against the Borrower or any of its Subsidiaries involving a liability of
$5,000,000 or more, in the aggregate or (C) the institution of any proceedings
against the Borrower or any of its Subsidiaries with respect to, or the receipt
of notice by such Person of potential liability or responsibility for violation
or alleged violation of, any federal, state or local law, rule or regulation
(including, without limitation, any Environmental Law), the violation of which
would have or would reasonably be expected to have a Material Adverse Effect and
(iii) the First Mortgage Bond Trustee resigning as trustee under the FMB
Mortgage.

    


    (f)           ERISA.  Upon
the Borrower or any ERISA Affiliate obtaining knowledge thereof, the Borrower
will give written notice to the Administrative Agent promptly (and in any event
within ten days) of any of the following which would result in or reasonably
would be expected to result in a Material Adverse Effect: (i) any event or
condition, including, but not limited to, any Reportable Event, that
constitutes, or would be reasonably expected to lead to, an ERISA Event; (ii)
with respect to any Multiemployer Plan, the receipt of notice as prescribed in
ERISA or otherwise of any withdrawal liability assessed against the Borrower or
any of its ERISA Affiliates, or of a determination that any Multiemployer Plan
is in reorganization or insolvent (both within the meaning of Title IV of
ERISA); (iii) the failure to make full payment on or before the due date
(including extensions) thereof of all amounts which the Borrower or any of its
Subsidiaries or ERISA Affiliates is required to contribute to each Plan pursuant
to its terms and as required to meet the minimum funding standard set forth in
ERISA and the Code with respect thereto; or (iv) a change in the funding status
of any Plan, in each case together with a description of any such event or
condition or a copy of any such notice and a statement by an officer of the
Borrower briefly setting forth the details regarding such event, condition, or
notice, and the action, if any, which has been or is being taken or is proposed
to be taken with respect thereto.  Promptly upon request, the Borrower
shall furnish the Lenders with such additional information concerning any Plan
as may be reasonably requested, including, but not limited to, copies of each
annual report/return (Form 5500 series), as well as all schedules and
attachments thereto required to be filed with the Department of Labor and/or the
Internal Revenue Service pursuant to ERISA and the Code, respectively, for each
“plan year” (within the meaning of Section 3(39) of ERISA).

    


    (g)           Debt
Ratings.   Prompt notice of any change in the Debt Ratings
of the Borrower.

    


    
      
        
        

      

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

    


    Documents
required to be delivered pursuant to Section 7.1(a), (b) or (d) (to the extent
any such documents are included in materials otherwise filed with the Securities
and Exchange Commission) may be delivered electronically and if so delivered,
shall be deemed to have been delivered on the date (i) on which the Parent posts
such documents, or provides a link thereto on the Parent’s website on the
Internet at the website address listed on Schedule 11.1;
or (ii) on which such documents are posted on the Borrower’s behalf on an
Internet or intranet website, if any, to which each Lender and the
Administrative Agent have access (whether a commercial, third-party website or
whether sponsored by the Administrative Agent); provided that: (A)
the Borrower shall deliver paper copies of such documents to the Administrative
Agent or any Lender that requests the Borrower to deliver such paper copies
until a written request to cease delivering paper copies is given by the
Administrative Agent or such Lender and (B) the Borrower shall notify the
Administrative Agent and each Lender (by telecopier or electronic mail) of the
posting of any such documents and provide to the Administrative Agent by
electronic mail electronic versions (i.e., soft copies) of
such documents.  Notwithstanding anything contained herein, in every
instance the Borrower shall be required to provide paper copies of the Officer’s
Certificate required by Section 7.1(c) to the Administrative
Agent.  Except for such Officer’s Certificate, the Administrative
Agent shall have no obligation to request the delivery or to maintain copies of
the documents referred to above, and in any event shall have no responsibility
to monitor compliance by the Borrower with any such request for delivery, and
each Lender shall be solely responsible for requesting delivery to it or
maintaining its copies of such documents.

    


    7.2           
    Financial
Covenant.

    


    
      	
                     
                         
          (a)

            	
              [Reserved].

            


    

    


    
      	
                                          
         (b)

            	
              Debt
      Capitalization.  At all times the ratio of
      (i) Consolidated Indebtedness of the Borrower to
      (ii) Consolidated Capitalization of the Borrower shall be less than
      or equal to 0.65 to 1.0.

            


    

    


    7.3              
  Preservation of Existence
and Franchises.

    


    (a)           Except
in a transaction permitted by Section 8.2, the Borrower will do (and will cause
each of its Subsidiaries to do) all things necessary to preserve and keep in
full force and effect its existence and rights, franchises and
authority.

    


    (b)           The
Borrower will maintain (and will cause each of its Subsidiaries to maintain) its
properties in good condition and not waste or otherwise permit such properties
to deteriorate, reasonable wear and tear excepted.

    


    7.4             
   Books and
Records.

    


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

    


    
      
        
        

      

      
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    7.5           
     Compliance with
Law.

    


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

    


    7.6             
  Payment of
Taxes and Other Indebtedness.

    


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

    


    7.7          
     Insurance.

    


    The
Borrower will (and will cause each of its Subsidiaries to) at all times (i)
maintain in full force and effect insurance (including worker’s compensation
insurance and general liability insurance) in such amounts, covering such risks
and liabilities and with such deductibles or self-insurance retentions as are in
accordance with normal industry practice.

    


    7.8            
    Performance of
Obligations.

    
 

    The
Borrower will perform (and will cause each of its Subsidiaries to perform) in
all material respects all of its obligations under the terms of the Second
Supplemental Indenture, the First Mortgage Bonds and all other material
agreements, indentures, mortgages, security agreements or other debt instruments
to which it is a party or by which it is bound.

    


    7.9           
     Use of
Proceeds.

    


    (a)           The
proceeds of the Credit Extensions may be used solely to refinance existing
Indebtedness (including, without limitation, Indebtedness owing to the Parent)
on the Funding Date, including expenses.

    


    7.10              Audits/Inspections.

    


    Upon
reasonable notice and during normal business hours, the Borrower will permit
representatives appointed by the Administrative Agent or the Lenders, including,
without limitation, independent accountants, agents, attorneys, and appraisers
to visit and inspect the Borrower’s property, including its books and records,
its accounts receivable and inventory, the Borrower’s facilities and its other
business assets, and to make photocopies or photographs thereof and to write
down and record any information such representative obtains and shall permit the
Administrative Agent or such Lender or its representatives to investigate and
verify the accuracy of information provided to it and to discuss all such
matters with the officers, employees and representatives of the Borrower;
provided, that an officer or authorized agent of the 

     

    
      
        
        

      

      
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    Borrower
shall be present during any such discussions between the officers, employees or
representatives of the Borrower and the representatives of the Administrative
Agent or any Lender.

    


    7.11              Hedging.   Within thirty
(30) days after the Closing Date, the Borrower shall enter into, and shall
thereafter maintain, Hedging Agreements on terms determined by the Borrower and
reasonably acceptable to the Administrative Agent pursuant to which the Borrower
is protected, by means of an interest rate swap, cap or collar, against
increases in interest rates from and after the date of such contracts with
respect to notional amounts of principal and for a period of time reasonably
acceptable to the Administrative Agent.

    


    SECTION
8

    


    NEGATIVE
COVENANTS

    


    Unless
otherwise approved in writing by the Required Lenders, the Borrower covenants
and agrees that, until the termination of the Commitments and the payment in
full of the Borrower Obligations:

    


    8.1           
     Nature of
Business.

    


    The
Borrower will not materially alter the character of its business from that
conducted as of the Closing Date.

    


    8.2            
   Consolidation and
Merger.

    


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

    


    8.3            
    Sale or Lease of
Assets.

    


    The
Borrower will not (nor will it permit its Subsidiaries to) sell, lease, transfer
or otherwise dispose of, any of its assets (including, without limitation, all
or substantially all of its assets, whether in one transaction or a series of
related transactions) except (a) sales or other transfers of assets for fair
value, if the aggregate value of all such transactions in any calendar year,
does not exceed 25% of the book value of
Total Assets of the Borrower, as calculated as of the end of the most recent
Fiscal Quarter, and
(b) sales, leases, transfers or other dispositions, at less than fair
value, of any other assets of the Borrower and its Subsidiaries, provided that the
aggregate book value of such assets shall not exceed $10,000,000 in any calendar
year.

    


    8.4           
    Affiliate
Transactions.

    


    The
Borrower will not enter into any transaction or series of transactions, whether
or not in the ordinary course of business, with any Affiliate other than on
terms and conditions substantially as favorable as would be obtainable in a
comparable arm’s-length transaction with a Person other than an
Affiliate.

    


    8.5        
        Liens.

    


    The
Borrower will not (nor will it permit its Subsidiaries to) contract, create,
incur, assume or permit to exist any Lien with respect to any of its property or
assets of any kind (whether real 

     

    
      
        
        

      

      
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    or
personal, tangible or intangible), whether now owned or hereafter acquired,
securing any Indebtedness other than the following: (a) Liens securing Borrower
Obligations, (b) Liens for taxes not yet due or Liens for taxes being
contested in good faith by appropriate proceedings for which adequate reserves
determined in accordance with GAAP have been established (and as to which the
property subject to any such Lien is not yet subject to foreclosure, sale or
loss on account thereof), (c) Liens in respect of property imposed by law
arising in the ordinary course of business such as materialmen’s, mechanics’,
warehousemen’s, carrier’s, landlords’ and other nonconsensual statutory Liens
which are not yet due and payable, which have been in existence less than 90
days or which are being contested in good faith by appropriate proceedings for
which adequate reserves determined in accordance with GAAP have been established
(and as to which the property subject to any such Lien is not yet subject to
foreclosure, sale or loss on account thereof), (d) pledges or deposits made
in the ordinary course of business to secure payment of worker’s compensation
insurance, unemployment insurance, pensions or social security programs,
(e) Liens arising from good faith deposits in connection with or to secure
performance of tenders, bids, leases, government contracts, performance and
return-of-money bonds and other similar obligations incurred in the ordinary
course of business (other than obligations in respect of the payment of borrowed
money), (f) Liens arising from good faith deposits in connection with or to
secure performance of statutory obligations and surety and appeal bonds,
(g) easements, rights-of-way, restrictions (including zoning restrictions),
minor defects or irregularities in title and other similar charges or
encumbrances not, in any material respect, impairing the use of the encumbered
property for its intended purposes, (h) judgment Liens that would not
constitute an Event of Default, (i) Liens arising by virtue of any
statutory or common law provision relating to banker’s liens, rights of setoff
or similar rights as to deposit accounts or other funds maintained with a
creditor depository institution, (j) any Lien created or arising over any
property which is acquired, constructed or created by the Borrower or its
Subsidiaries, but only if (i) such Lien secures only principal amounts (not
exceeding the cost of such acquisition, construction or creation) raised for the
purposes of such acquisition, construction or creation, together with any costs,
expenses, interest and fees incurred in relation thereto or a guarantee given in
respect thereof, (ii) such Lien is created or arises on or before 180 days
after the completion of such acquisition, construction or creation,
(iii) such Lien is confined solely to the property so acquired, constructed
or created and any improvements thereto and (iv) the aggregate principal amount
of all Indebtedness at any one time outstanding that is secured by such Liens
shall not exceed $25,000,000, (k) any Lien on Margin Stock, (l) the
assignment of, or Liens on, demand, energy or wheeling revenues, or on capacity
reservation or option fees, payable to the Borrower or any of its Subsidiaries
with respect to any wholesale electric service or transmission agreements, the
assignment of, or Liens on, revenues from energy services contracts, and the
assignment of, or Liens on, capacity reservation or option fees payable to the
Borrower or such Subsidiary with respect to asset sales permitted herein,
(m) any extension, renewal or replacement (or successive extensions,
renewals or replacements), as a whole or in part, of any Liens referred to in
the foregoing clauses (a) through (l), for amounts not exceeding the
principal amount of the Indebtedness secured by the Lien so extended, renewed or
replaced, provided that such extension, renewal or replacement Lien is limited
to all or a part of the same property or assets that were covered by the Lien
extended, renewed or replaced (plus improvements on such property or assets),
(n) Liens securing obligations under Hedging Agreements entered into in the
ordinary course of business and not for speculative purposes, (o) Liens granted
by bankruptcy-remote special purpose Subsidiaries to secure stranded cost
securitization bonds, (p) Liens upon any property in favor of the administrative
agent for the benefit of the lenders (the “Revolving Loan Administrative Agent”)
under the 2008 Revolving Loan Agreement securing Indebtedness thereunder;
provided that (i) the Borrower Obligations and the Related Hedging Obligations
shall concurrently be secured equally and ratably with (or prior to) such
Indebtedness under the 2008 Revolving Loan Agreement so long as such other
Indebtedness shall be secured and (ii) the 

     

    
      
        
        

      

      
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    Borrower,
the Revolving Loan Administrative Agent and the Administrative Agent, for the
benefit of the Lenders, shall have entered into such security agreements,
collateral trust and sharing agreements, intercreditor agreements and other
documentation deemed necessary by the Administrative Agent in respect of such
Lien on terms and conditions acceptable to the Administrative Agent (including,
without limitation, with respect to the voting of claims and release or
modification of any such Lien or all or any portion of the collateral
thereunder), (q) the Lien of the FMB Mortgage Documents on the Mortgaged
Property securing an aggregate principal amount of Indebtedness (other than the
Borrower Obligations and the Related Hedging Obligations) not to exceed
$350,000,000, and Liens on the Mortgaged Property which would not otherwise be
permitted under this Section 8.5 and which are “Permitted Liens” (as such term
is defined in the FMB Mortgage as in effect on the date hereof) and (r) Liens on
Property, in addition to those otherwise permitted by clauses (a) through
(q) above, securing, directly or indirectly, Indebtedness or obligations of the
Borrower and its Subsidiaries arising pursuant to other agreements entered into
in the ordinary course of business which do not exceed, in the aggregate at any
one time outstanding, $25,000,000.

     

    


    8.6              
  Accounting
Changes.

    


    The
Borrower will not (nor will it permit any of its Subsidiaries to) make or permit
any change in accounting policies or reporting practices, except as required by
GAAP, or as permitted by GAAP, if the amounts involved are not
material.

    


    8.7        
       Burdensome
Agreements.

    


         The Borrower
will not (nor will it permit any of its Subsidiaries to) enter into any
contractual obligation that limits the ability (a) of any Subsidiary of the
Borrower to make Restricted Payments to the Borrower or to otherwise transfer
property to the Borrower or (b) of the Borrower to create, incur, assume or
suffer to exist Liens on its property in favor of the Administrative Agent, for
the benefit of the Lenders, other than (i) any such contractual obligation
contained in the Credit Documents; (ii) any such contractual obligation
contained in the “Credit Documents” as defined in the 2008 Revolving Loan
Agreement (as such contractual obligations in such “Credit Documents” exist as
of the date hereof without giving effect to any subsequent amendment or other
modification to such contractual obligations); (iii) any such contractual
obligation contained in the “Credit Documents” (or any similar term) defined in
the 2009 Revolving Loan Agreement to the extent such contractual obligations in
such “Credit Documents” (or any similar term) shall be no less favorable to the
Administrative Agent and the Lenders than such contractual obligations set forth
in the 2008 Revolving Loan Agreement as in effect on the date hereof without
giving effect to any subsequent amendment or other modification to such
contractual obligations; and (iv) any such contractual obligation contained in
the Note Facilities Documentation as in effect on the date hereof without giving
effect to any subsequent amendment or other modification to such contractual
obligations.

    


    8.8           Affiliate
Indebtedness.

    


    (a)           The
Borrower will not (nor will it permit any of its Subsidiaries to) incur any
Indebtedness owing to the Parent or any Subsidiary of the Parent other than
Permitted Affiliate Indebtedness.  For purposes of this Section 8.8, “Permitted Affiliate
Indebtedness” shall mean Indebtedness (i) that shall be owing to the
Parent or any wholly-owned Subsidiary of the Parent, (ii) that shall not have
been transferred or pledged to any Person (other than the Parent or any
wholly-owned Subsidiary of the Parent) and (iii) that shall be subordinated in
the event of a bankruptcy or liquidation of the Borrower to the Borrower
Obligations and the Related Hedging Obligations on terms reasonably required by
the Administrative Agent, which subordination terms shall not prohibit the
repayment of any 

     

    
      
        
        

      

      
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    such
Permitted Affiliate Indebtedness at any time so long as no Default or Event of
Default exists or shall result therefrom.

    


    (b)           The
Borrower will not (nor will it permit any of its Subsidiaries to) incur any
Indebtedness that extends the maturity of or that otherwise refinances, in whole
or in part, any Permitted Affiliate Indebtedness other than (i) additional
Permitted Affiliate Indebtedness, (ii) Indebtedness incurred in connection with
the initial issuance of first mortgage bonds under the FMB Mortgage Documents on
March 23, 2009 and (iii) Permitted Refinancing Indebtedness.  For
purposes of this Section 8.8, “Permitted Refinancing
Indebtedness” shall mean Indebtedness (i) no portion of the principal of
which matures prior to the Maturity Date and (ii) no portion of which is secured
other than pursuant to the issuance of first mortgage bonds under the FMB
Mortgage Documents and other than equally and ratably with the Borrower
Obligations and the Related Hedging Obligations.

    


    SECTION
9

    


    EVENTS OF
DEFAULT

    


    9.1             
   Events of
Default.

    


    An Event
of Default with respect to the Borrower shall exist upon the occurrence of any
of the following specified events (each an “Event of
Default”):

    


    (a)           Payment.  The
Borrower shall:  (i) default in the payment when due of any principal
of any of its Loans; or (ii) default, and such default shall continue for three
or more Business Days, in the payment when due of any interest on its Loans or
of any fees or other amounts owing by it hereunder, under any of the other
Credit Documents or in connection herewith or therewith.

    


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

    


    (c)           Covenants.  The
Borrower shall:

    


    (i)           default
in the due performance or observance of any term, covenant or agreement
contained in Sections 7.1(e)(i), 7.2, 7.3(a) (solely with respect to the
existence of the Borrower), 7.9, 7.10 or 8.1 through 8.7, inclusive;
or

    


    (ii)           default
in the due performance or observance by it of any term, covenant or agreement
(other than those referred to in subsections (a), (b) or (c)(i) of this Section
9.1) contained in this Credit Agreement or any other Credit Document and the
default shall continue unremedied for a period of at least 10 days after the
earlier of the Borrower becoming aware of such default or notice thereof given
by the Administrative Agent.

    


    (d)           Credit Documents; FMB
Mortgage.  Any Credit Document or the FMB Mortgage shall fail
to be in force and effect or the Borrower shall so assert or any Credit Document
or the FMB Mortgage shall fail to give the Administrative Agent or the Lenders,
or the First Mortgage Bond Trustee, as applicable, the rights, powers, liens and
privileges purported to be created thereby.

    


    (e)           Bankruptcy,
etc.  The occurrence of any of the following with respect to
the Borrower or any of its Subsidiaries (i) a court or governmental agency
having jurisdiction in the 

     

    
      
        
        

      

      
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    premises
shall enter a decree or order for relief in respect of the Borrower or any of
its Subsidiaries in an involuntary case under any applicable Debtor Relief Law
now or hereafter in effect, or appoint a receiver, liquidator, assignee,
custodian, trustee, sequestrator or similar official of the Borrower or any of
its Subsidiaries or for any substantial part of their property or ordering the
winding up or liquidation of its affairs; or (ii) an involuntary case under
any applicable Debtor Relief Law now or hereafter in effect is commenced against
the Borrower or any of its Subsidiaries and such petition remains unstayed and
in effect for a period of 60 consecutive days; or (iii) the Borrower or any
of its Subsidiaries shall commence a voluntary case under any applicable Debtor
Relief Law now or hereafter in effect, or consent to the entry of an order for
relief in an involuntary case under any such law, or consent to the appointment
or taking possession by a receiver, liquidator, assignee, custodian, trustee,
sequestrator or similar official of such Person or any substantial part of its
property or make any general assignment for the benefit of creditors; or (iv)
the Borrower or any of its Subsidiaries admit in writing its inability to pay
its debts generally as they become due or any action shall be taken by any
Person in furtherance of any of the aforesaid purposes.

    


    (f)           Defaults under Other
Agreements.

    


       
(i)           The
Borrower or any of its Subsidiaries shall default in the due performance or
observance (beyond the applicable grace period with respect thereto) of any
material obligation or condition of any contract or lease to which it is a
party, if such default would have or would reasonably be expected to have a
Material Adverse Effect.

    


       
(ii)           With
respect to any Indebtedness of the Borrower or any of its Subsidiaries (other
than Indebtedness outstanding under this Credit Agreement) in excess of
$20,000,000 in the
aggregate (A) the Borrower or any of its Subsidiaries shall (x) default in
any payment (beyond the applicable grace period with respect thereto, if any)
with respect to such Indebtedness, or (y) default (after giving effect to any
applicable grace period) in the observance or performance of any covenant or
agreement relating to such Indebtedness or contained in any instrument or
agreement evidencing, securing or relating thereto, or any other event or
condition shall occur or condition exist, the effect of which default or other
event or condition is to cause or permit the holder or the holders of such
Indebtedness (or any trustee or agent on behalf of such holders) to cause
(determined without regard to whether any notice or lapse of time is required)
such Indebtedness to become due prior to its stated maturity; or (B) such
Indebtedness shall be declared due and payable, or required to be prepaid other
than by a regularly scheduled required prepayment prior to the stated maturity
thereof; or (C) such Indebtedness shall mature and remain
unpaid.

    


    (g)           Judgments.  Any
judgment, order or decree involving a liability of $20,000,000 or more, or one
or more judgments, orders, or decrees involving a liability of $40,000,000 or
more, in the aggregate, shall be entered against the Borrower or any of its
Subsidiaries and such judgments, orders or decrees shall continue unsatisfied,
undischarged and unstayed for a period ending on the first to occur of (i) the
last day on which such judgment, order or decree becomes final and unappealable
and, where applicable, with the status of a judicial lien or (ii) 60 days; provided that if such
judgment, order or decree provides for periodic payments over time then the
Borrower or such Subsidiary shall have a grace period of 30 days with respect to
each such periodic payment.

    


    (h)           ERISA.  The
occurrence of any of the following events or conditions if any of the same would
have or would be reasonably expected to have a Material Adverse
Effect:  (i) any “accumulated funding deficiency,” as such term is
defined in Section 302 of ERISA and Section 412 of the Code, whether or not
waived, shall exist with respect to any Plan, or any lien shall arise on the
assets of the Borrower or any ERISA Affiliate in favor of the PBGC or a Plan;
(ii) an ERISA Event 

     

    
      
        
        

      

      
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    shall
occur with respect to a Single Employer Plan which is, in the reasonable opinion
of the Required Lenders, likely to result in the termination of such Plan for
purposes of Title IV of ERISA; (iii) an ERISA Event shall occur with respect to
a Multiemployer Plan or Multiple Employer Plan which is, in the reasonable
opinion of the Required Lenders, likely to result in (A) the termination of such
Plan for purposes of Title IV of ERISA, or (B) the Borrower or any ERISA
Affiliate incurring any liability in connection with a withdrawal from,
reorganization of (within the meaning of Section 4241 of ERISA), or insolvency
(within the meaning of Section 4245 of ERISA) of such Plan; or (iv) any
prohibited transaction (within the meaning of Section 406 of ERISA or Section
4975 of the Code) or breach of fiduciary responsibility shall occur which would
be reasonably expected to subject the Borrower or any ERISA Affiliate to any
liability under Sections 406, 409, 502(i), or 502(l) of ERISA or Section 4975 of
the Code, or under any agreement or other instrument pursuant to which the
Borrower or any ERISA Affiliate has agreed or is required to indemnify any
person against any such liability.

    


    (i)           Change of
Control.  There shall occur a Change of Control.

    


    (j)           First Mortgage
Bonds.  (i) The aggregate outstanding principal amount of the
First Mortgage Bonds shall be less than the “Available Principal Amount” (as
such term is defined in the Second Supplemental Indenture); or (ii) the First
Mortgage Bonds shall cease to be equally and ratably secured under the terms of
the FMB Mortgage by a valid direct first deed of trust lien and security
interest upon all Mortgaged Property, subject only to “Permitted Liens” (as such
term is defined in the FMB Mortgage); or (iii) the Borrower shall deny in
writing that it has any liability or obligation under any First Mortgage Bonds
or purport to revoke, terminate, rescind or redeem any First Mortgage Bonds
(other than in accordance with the terms of the First Mortgage Bonds and the FMB
Mortgage).

    


    9.2              
 Acceleration;
Remedies.

    


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

    


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

    


    (b)           Acceleration of
Loans.  Declare the unpaid principal of and any accrued
interest in respect of all Loans and any and all other Borrower Obligations of
any and every kind owing by the Borrower to the Administrative Agent or the
Lenders under the Credit Documents to be due, whereupon the same shall be
immediately due and payable without presentment, demand, protest or other notice
of any kind, all of which are hereby waived by the Borrower.

    


    (c)           [Reserved].

    


    (d)           Enforcement of
Rights.  To the extent permitted by Law enforce any and all
rights and interests created and existing under applicable Law and under the
Credit Documents and the FMB Mortgage.

    


    Notwithstanding
the foregoing, if an Event of Default specified in Section 9.1(e) shall occur,
then the Commitments shall automatically terminate and all Loans, all accrued
interest in respect thereof, all accrued 

     

    
      
        
        

      

      
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    and
unpaid fees and other Borrower Obligations owing to the Administrative Agent and
the Lenders by the Borrower hereunder shall immediately become due and payable
without the giving of any notice or other action by the Administrative Agent or
the Lenders, which notice or other action is expressly waived by the
Borrower.

    


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

    


    9.3           
    Allocation of Payments After
Event of Default.

    


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

    


    FIRST, to
the payment of all reasonable out-of-pocket costs and expenses (including the
reasonable fees and expenses of legal counsel) of the Administrative Agent or
any of the Lenders in connection with enforcing the rights of the Administrative
Agent and the Lenders under the Credit Documents against the Borrower, ratably
among them in proportion to the amounts described in this clause “FIRST” payable
to them;

    


    SECOND,
to payment of any fees owed to the Administrative Agent, or any Lender by the
Borrower (other than in connection with Related Hedging Obligations), ratably
among them in proportion to the amounts described in this clause “SECOND”
payable to them;

    


    THIRD, to
the payment of all accrued interest payable to the Lenders hereunder by the
Borrower, ratably among them in proportion to the amounts described in this
clause “THIRD” payable to them;

    


    FOURTH,
to the payment of the outstanding principal amount of the Loans, ratably among
them in proportion to the amounts described in this clause “FOURTH” payable to
them;

    


    FIFTH, to
the payment of any amounts owing to any Lender or any Affiliate of any Lender
with respect to Related Hedging Obligations, ratably among them in proportion to
the amounts described in this clause “FIFTH” payable to them;

    


    SIXTH, to
all other Borrower Obligations and Related Hedging Obligations of the Borrower
which shall have become due and payable under the Credit Documents and not
repaid pursuant to clauses “FIRST” through “FIFTH” above, ratably among the
holders of such Borrower Obligations and Related Hedging Obligations in
proportion to the amounts described in this clause “SIXTH” payable to them;
and

    


    SEVENTH,
the payment of the surplus, if any, to whomever may be lawfully entitled to
receive such surplus.

    


    
      
        
        

      

      
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    SECTION
10

    


    AGENCY
PROVISIONS

    


    10.1              Appointment and
Authority.

    


    Each of
the Lenders hereby irrevocably appoints Union Bank to act on its behalf as the
Administrative Agent hereunder and under the other Credit Documents and the FMB
Mortgage and authorizes the Administrative Agent to take such actions on its
behalf and to exercise such powers as are delegated to the Administrative Agent
by the terms hereof or thereof, together with such actions and powers as are
reasonably incidental thereto.  The provisions of this
Section are solely for the benefit of the Administrative Agent and the
Lenders, and the Borrower shall have no rights as a third party beneficiary of
any of such provisions.

    


    10.2              Rights as a
Lender.

    


    The
Person serving as the Administrative Agent hereunder shall have the same rights
and powers in its capacity as a Lender 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 or unless the context
otherwise requires, include the Person serving as the Administrative Agent
hereunder in its individual capacity.  Such Person and its Affiliates
may accept deposits from, lend money to, act as the financial advisor or in any
other advisory capacity for and generally engage in any kind of business with
the Borrower or any Subsidiary or other Affiliate thereof as if such Person were
not the Administrative Agent hereunder and without any duty to account therefor
to the Lenders.

    


    10.3              Exculpatory
Provisions.

    


    The
Administrative Agent shall not have any duties or obligations except those
expressly set forth herein and in the other Credit Documents and the FMB
Mortgage.  Without limiting the generality of the foregoing, the
Administrative Agent:

    


    (a)           shall
not be subject to any fiduciary or other implied duties, regardless of whether a
Default has occurred and is continuing;

    


    (b)           shall
not have any duty to take any discretionary action or exercise any discretionary
powers, except discretionary rights and powers expressly contemplated hereby or
by the other Credit Documents or the FMB Mortgage that the Administrative Agent
is required to exercise as directed in writing by the Required Lenders (or such
other number or percentage of the Lenders as shall be expressly provided for
herein or in the other Credit Documents), provided that the
Administrative Agent shall not be required to take any action that, in its
opinion or the opinion of its counsel, may expose the Administrative Agent to
liability or that is contrary to any Credit Document, the FMB Mortgage or
applicable law; and

    


    (c)           shall
not, except as expressly set forth herein and in the other Credit Documents,
have any duty to disclose, and shall not be liable for the failure to disclose,
any information relating to the Borrower, its Subsidiaries or any of its
Affiliates that is communicated to or obtained by the Person serving as the
Administrative Agent or any of its Affiliates in any capacity.

    


    The
Administrative Agent shall not be liable for any action taken or not taken by it
(a) with the consent or at the request of the Required Lenders (or such other
number or percentage of the Lenders as 

     

    
      
        
        

      

      
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    shall be
necessary, or as the Administrative Agent shall believe in good faith shall be
necessary, under the circumstances as provided in Sections 11.6
and 9.2) or (b)
in the absence of its own gross negligence or willful misconduct.  The
Administrative Agent shall be deemed not to have knowledge of any Default unless
and until notice describing such Default is given to the Administrative Agent by
the Borrower or Lender.

    


    The
Administrative Agent shall not be responsible for or have any duty to ascertain
or inquire into (i) any statement, warranty or representation made in or in
connection with this Credit Agreement or any other Credit Document or the FMB
Mortgage, (ii) the contents of any certificate, report or other document
delivered hereunder or thereunder or in connection herewith or therewith,
(iii) the performance or observance of any of the covenants, agreements or
other terms or conditions set forth herein or therein or the occurrence of any
Default, (iv) the validity, enforceability, effectiveness or genuineness of this
Credit Agreement, any other Credit Document, the FMB Mortgage Documents or any
other agreement, instrument or document or (v) the satisfaction of any condition
set forth in Section 4
or Section 5 or elsewhere herein, other than to confirm receipt of items
expressly required to be delivered to the Administrative Agent.

    


    10.4              Reliance by Administrative
Agent.

    


    The
Administrative Agent shall be entitled to rely upon, and shall not incur any
liability for relying upon, any notice, request, certificate, consent,
statement, instrument, document or other writing (including any electronic
message, Internet or intranet website posting or other distribution) believed by
it to be genuine and to have been signed, sent or otherwise authenticated by the
proper Person.  The Administrative Agent also may rely upon any
statement made to it orally or by telephone and believed by it to have been made
by the proper Person, and shall not incur any liability for relying
thereon.  In determining compliance with any condition hereunder to
the making of a Loan, that by its terms must be fulfilled to the satisfaction of
a Lender, the Administrative Agent may presume that such condition is
satisfactory to such Lender unless the Administrative Agent shall have received
notice to the contrary from such Lender prior to the making of such
Loan.  The Administrative Agent may consult with legal counsel (who
may be counsel for the Borrower), independent accountants and other experts
selected by it, and shall not be liable for any action taken or not taken by it
in accordance with the advice of any such counsel, accountants or
experts.

    


    10.5              Delegation of
Duties.

    


    The
Administrative Agent may perform any and all of its duties and exercise its
rights and powers hereunder or under any other Credit Document or under the FMB
Mortgage by or through any one or more sub-agents appointed by the
Administrative Agent.  The Administrative Agent and any such sub-agent
may perform any and all of its duties and exercise its rights and powers by or
through their respective Agent-Related Parties.  The exculpatory
provisions of this Section shall apply to any such sub-agent and to the
Agent-Related Parties of the Administrative Agent and any such sub-agent, and
shall apply to their respective activities in connection with the syndication of
the credit facilities provided for herein as well as activities as
Administrative Agent.

    


    10.6            
 Resignation of
Administrative Agent.

    


    The
Administrative Agent may at any time give notice of its resignation to the
Lenders, and the Borrower.  Upon receipt of any such notice of
resignation, the Required Lenders shall have the right, in consultation with the
Borrower, to appoint a successor, which shall be a bank with an office in the
United States, or an Affiliate of any such bank with an office in the United
States.  If no such successor shall have been so appointed by the
Required Lenders and shall have accepted such appointment within 

     

    
      
        
        

      

      
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    30 days
after the retiring Administrative Agent gives notice of its resignation, then
the retiring Administrative Agent may on behalf of the Lenders, appoint a
successor Administrative Agent meeting the qualifications set forth above; provided that if the
Administrative Agent shall notify the Borrower and the Lenders that no
qualifying Person has accepted such appointment, then such resignation shall
nonetheless become effective in accordance with such notice and (a) the
retiring Administrative Agent shall be discharged from its duties and
obligations hereunder and under the other Credit Documents and the FMB Mortgage
and (b) all payments, communications and determinations provided to be made
by, to or through the Administrative Agent shall instead be made by or to each
Lender directly, until such time as the Required Lenders appoint a successor
Administrative Agent as provided for above in this Section.  Upon the
acceptance of a successor’s appointment as Administrative Agent hereunder, such
successor shall succeed to and become vested with all of the rights, powers,
privileges and duties of the retiring (or retired) Administrative Agent, and the
retiring Administrative Agent shall be discharged from all of its duties and
obligations hereunder or under the other Credit Documents or under the FMB
Mortgage, as applicable, if not already discharged therefrom as provided above
in this Section.  The fees payable by the Borrower to a successor
Administrative Agent shall be the same as those payable to its predecessor
unless otherwise agreed between the Borrower and such
successor.  After the retiring Administrative Agent’s resignation
hereunder and under the other Credit Documents and the FMB Mortgage, as
applicable, the provisions of this Section and Section 11.5
shall continue in effect for the benefit of such retiring Administrative Agent,
its sub-agents and their respective Agent-Related Parties in respect of any
actions taken or omitted to be taken by any of them while the retiring
Administrative Agent was acting as Administrative Agent.

    


    10.7              Non-Reliance on
Administrative Agent and Other Lenders.

    


    Each
Lender acknowledges that it has, independently and without reliance upon the
Administrative Agent or any other Lender or any of their Agent-Related Parties
and based on such documents and information as it has deemed appropriate, made
its own credit analysis and decision to enter into this Credit
Agreement.  Each Lender also acknowledges that it will, independently
and without reliance upon the Administrative Agent or any other Lender or any of
their Agent-Related Parties and based on such documents and information as it
shall from time to time deem appropriate, continue to make its own decisions in
taking or not taking action under or based upon this Credit Agreement, any other
Credit Document, the FMB Mortgage or any related agreement or any document
furnished hereunder or thereunder.

    


    10.8              
No Other Duties,
Etc.

    


    Anything
herein to the contrary notwithstanding, none of the bookrunners, arrangers or
agents listed on the cover page hereof shall have any powers, duties or
responsibilities under this Credit Agreement or any of the other Credit
Documents or the FMB Mortgage, except in its capacity, as applicable, as the
Administrative Agent or Lender hereunder.

    


    10.9               Administrative Agent
May File Proofs of Claim.

    


    In case
of the pendency of any receivership, insolvency, liquidation, bankruptcy,
reorganization, arrangement, adjustment, composition or other judicial
proceeding relative to the Borrower, the Administrative Agent (irrespective of
whether the principal of any Loan shall then be due and payable as herein
expressed or by declaration or otherwise and irrespective of whether the
Administrative Agent shall have made any demand on the Borrower) shall be
entitled and empowered, by intervention in such proceeding or
otherwise

    


    
      
        
        

      

      
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    (a)           to
file and prove a claim for the whole amount of the principal and interest owing
and unpaid in respect of the Loans and all other Borrower Obligations that are
owing and unpaid and to file such other documents as may be necessary or
advisable in order to have the claims of the Lenders and the Administrative
Agent (including any claim for the reasonable compensation, expenses,
disbursements and advances of the Lenders and the Administrative Agent and their
respective agents and counsel and all other amounts due the Lenders and the
Administrative Agent under Section 11.5) allowed
in such judicial proceeding; and

    


    (b)           to
collect and receive any monies or other property payable or deliverable on any
such claims and to distribute the same;

    


    and any
custodian, receiver, assignee, trustee, liquidator, sequestrator or other
similar official in any such judicial proceeding is hereby authorized by each
Lender to make such payments to the Administrative Agent and, in the event that
the Administrative Agent shall consent to the making of such payments directly
to the Lenders, to pay to the Administrative Agent any amount due for the
reasonable compensation, expenses, disbursements and advances of the
Administrative Agent and its agents and counsel, and any other amounts due the
Administrative Agent under Section
11.5.

    


    Nothing
contained herein shall be deemed to authorize the Administrative Agent to
authorize or consent to or accept or adopt on behalf of any Lender any plan of
reorganization, arrangement, adjustment or composition affecting the Borrower
Obligations or the rights of any Lender or to authorize the Administrative Agent
to vote in respect of the claim of any Lender in any such
proceeding.

    


    


    SECTION
11

    


    MISCELLANEOUS

    


    11.1               Notices; Effectiveness;
Electronic Communication.

    


    (a)           Notices
Generally.  Except in the case of notices and other
communications expressly permitted to be given by telephone (and except as
provided in subsection (b) below), all notices and other communications
provided for herein shall be in writing and shall be delivered by hand or
overnight courier service, mailed by certified or registered mail or sent by
telecopier as follows, and all notices and other communications expressly
permitted hereunder to be given by telephone shall be made to the applicable
telephone number, as follows:

    


    (i)           if
to the Borrower or the Administrative Agent, to the address, telecopier number,
electronic mail address or telephone number specified for such Person on Schedule 11.1;
and

    


    (ii)           if
to any other Lender, to the address, telecopier number, electronic mail address
or telephone number specified in its Administrative Questionnaire.

    


    Notices
sent by hand or overnight courier service, or mailed by certified or registered
mail, shall be deemed to have been given when received; notices sent by
telecopier shall be deemed to have been given when sent (except that, if not
given during normal business hours for the recipient, shall be deemed to have
been given at the opening of business on the next business day for the
recipient).  Notices delivered through electronic communications to
the extent provided in subsection (b) below, shall be effective as provided
in such subsection (b).

    


    
      
        
        

      

      
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    (b)           Electronic
Communications.  Notices and other communications to the
Lenders hereunder may be delivered or furnished by electronic communication
(including e-mail and Internet or intranet websites) pursuant to procedures
approved by the Administrative Agent, provided that the
foregoing shall not apply to notices to any Lender pursuant to Section 2 if
such Lender has notified the Administrative Agent that it is incapable of
receiving notices under such Section by electronic
communication.  The Administrative Agent or the Borrower may, in its
discretion, agree to accept notices and other communications to it hereunder by
electronic communications pursuant to procedures approved by it, provided that
approval of such procedures may be limited to particular notices or
communications.

    


    Unless
the Administrative Agent otherwise prescribes, (i) notices and other
communications sent to an e-mail address shall be deemed received upon the
sender’s receipt of an acknowledgement from the intended recipient (such as by
the “return receipt requested” function, as available, return e-mail or other
written acknowledgement), provided that if such
notice or other communication is not sent during the normal business hours of
the recipient, such notice or communication shall be deemed to have been sent at
the opening of business on the next business day for the recipient, and
(ii) notices or communications posted to an Internet or intranet website
shall be deemed received upon the deemed receipt by the intended recipient at
its e-mail address as described in the foregoing clause (i) of notification
that such notice or communication is available and identifying the website
address therefor.

    


    (c)           Borrower Materials/The
Platform.  The Borrower hereby acknowledges that (i) the
Administrative Agent and/or the Arrangers will make available to the Lenders
materials and/or information provided by or on behalf of the Borrower hereunder
(collectively, “Borrower Materials”)
by posting the Borrower Materials on IntraLinks or another similar electronic
system (the “Platform”). THE
PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.”  THE AGENT PARTIES
(AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER
MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR
ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS.  NO WARRANTY OF
ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING 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 ANY AGENT
PARTY IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORM.  In
no event shall the Administrative Agent or any of its Agent-Related Parties
(collectively, the “Agent Parties”) have
any liability to the Borrower, any Lender, or any other Person for losses,
claims, damages, liabilities or expenses of any kind (whether in tort, contract
or otherwise) arising out of the Borrower’s or the Administrative Agent’s
transmission of Borrower Materials through the Internet, except to the extent
that such losses, claims, damages, liabilities or expenses are determined by a
court of competent jurisdiction by a final and nonappealable judgment to have
resulted from the gross negligence or willful misconduct of such Agent Party;
provided, however, that in no
event shall any Agent Party have any liability to the Borrower, any Lender or
any other Person for indirect, special, incidental, consequential or punitive
damages (as opposed to direct or actual damages).

    


    (d)           Change of Address,
Etc. The Borrower and the  Administrative Agent may change its
address, telecopier or telephone number for notices and other communications
hereunder by notice to the other parties hereto.  Each other Lender
may change its address, telecopier or telephone number for notices and other
communications hereunder by notice to the Borrower and the Administrative
Agent.  In addition, each Lender agrees to notify the Administrative
Agent from time to time to ensure that the Administrative Agent has on record
(i) an effective address, contact name, telephone number, telecopier number and
electronic mail address to which notices and other communications may be sent
and (ii) accurate wire instructions for such Lender.

    


    
      
        
        

      

      
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    (e)           Reliance by Administrative
Agent and Lenders.  The Administrative Agent and the Lenders
shall be entitled to rely and act upon any notices (including telephonic Notices
of Borrowing) purportedly given by or on behalf of the Borrower even if (i) such
notices were not made in a manner specified herein, were incomplete or were not
preceded or followed by any other form of notice specified herein, or (ii) the
terms thereof, as understood by the recipient, varied from any confirmation
thereof.  The Borrower shall indemnify the Administrative Agent, each
Lender and the Agent-Related Parties of each of them from all losses, costs,
expenses and liabilities resulting from the reliance by such Person on each
notice purportedly given by or on behalf of the Borrower.  All
telephonic notices to and other telephonic communications with the
Administrative Agent may be recorded by the Administrative Agent, and each of
the parties hereto hereby consents to such recording.

    


    11.2              Right of
Set-Off.

    


    In
addition to any rights now or hereafter granted under applicable Law or
otherwise, and not by way of limitation of any such rights, upon the occurrence
of an Event of Default and the commencement of remedies described in Section
9.2, each Lender is authorized at any time and from time to time, without
presentment, demand, protest or other notice of any kind (all of which rights
being hereby expressly waived), to set-off and to appropriate and apply any and
all deposits (general or special) and any other indebtedness at any time held or
owing by such Lender (including, without limitation, branches, agencies or
Affiliates of such Lender wherever located) to or for the credit or the account
of the Borrower against obligations and liabilities of the Borrower to the
Lenders hereunder, under the Notes, the First Mortgage Bonds, the other Credit
Documents, the FMB Mortgage or otherwise, irrespective of whether the
Administrative Agent or the Lenders shall have made any demand hereunder and
although such obligations, liabilities or claims, or any of them, may be
contingent or unmatured, and any such set-off shall be deemed to have been made
immediately upon the occurrence of an Event of Default even though such charge
is made or entered on the books of such Lender subsequent
thereto.  The Borrower hereby agrees that any Person purchasing a
participation in the Loans and Commitments hereunder pursuant to Sections 3.8 or
11.3(d) may exercise all rights of set-off with respect to its participation
interest as fully as if such Person were a Lender hereunder.

    


    11.3              Successors
and Assigns.

    


    (a)           Successors and Assigns
Generally.  The provisions of this Credit Agreement shall be
binding upon and inure to the benefit of the parties hereto and their respective
successors and assigns permitted hereby, except that the Borrower may not assign
or otherwise transfer any of its rights or obligations hereunder without the
prior written consent of the Administrative Agent and each Lender (except as
contemplated by Section 8.2), and no Lender may assign or otherwise transfer any
of its rights or obligations hereunder except (i) to an Eligible Assignee in
accordance with the provisions of subsection (b) of this Section, (ii) by
way of participation in accordance with the provisions of subsection (d) of
this Section, (iii) by way of pledge or assignment of a security interest
subject to the restrictions of subsection (f) of this Section, or (iv) to an SPC in
accordance with the provisions of subsection (h) of this Section (and any
other attempted assignment or transfer by any party hereto shall be null and
void).  Nothing in this Credit Agreement, expressed or implied, shall
be construed to confer upon any Person (other than the parties hereto, their
respective successors and assigns permitted hereby, Participants to the extent
provided in subsection (d) of this Section and, to the extent
expressly contemplated hereby, the Agent-Related Parties of each of the
Administrative Agent and the Lenders) any legal or equitable right, remedy or
claim under or by reason of this Credit Agreement.

    


    (b)           Assignments by
Lenders.  Any Lender may at any time assign to one or more
Eligible Assignees all or a portion of its rights and obligations under this
Credit Agreement (including all or a portion of its Commitment and the Loans at
the time owing to it); provided
that

    


    
      
        
        

      

      
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    (i)           except
in the case of an assignment of the entire remaining amount of the assigning
Lender’s Commitment and the Loans at the time owing to it or in the case of an
assignment to a Lender or an Affiliate of a Lender or an Approved Fund with
respect to a Lender, the aggregate amount of the Commitment (which for this
purpose includes Loans outstanding thereunder) or, if the Commitment is not then
in effect, the principal outstanding balance of the Loans of the assigning
Lender subject to each such assignment, determined as of the date the Assignment
and Assumption with respect to such assignment is delivered to the
Administrative Agent or, if “Trade Date” is specified in the Assignment and
Assumption, as of the Trade Date, shall not be less than $5,000,000 unless each of the
Administrative Agent and, so long as no Event of Default has occurred and is
continuing, the Borrower otherwise consents (each such consent not to be
unreasonably withheld or delayed); provided, however, that
concurrent assignments to members of an Assignee Group and concurrent
assignments from members of an Assignee Group to a single Eligible Assignee (or
to an Eligible Assignee and members of its Assignee Group) will be treated as a
single assignment for purposes of determining whether such minimum amount has
been met;

    


    (ii)           each
partial assignment shall be made as an assignment of a proportionate part of all
the assigning Lender’s rights and obligations under this Credit Agreement with
respect to the Loans or the Commitment assigned;

    


    (iii)          any
assignment of a Commitment must be approved by the Administrative Agent, unless
the Person that is the proposed assignee is itself a Lender (whether or not the
proposed assignee would otherwise qualify as an Eligible Assignee);
and

    


    (iv)          the
parties to each assignment shall execute and deliver to the Administrative Agent
an Assignment and Assumption, together with a processing and recordation fee in
the amount, if any, required as set forth in Schedule 11.3,
and the Eligible Assignee, if it shall not be a Lender, shall deliver to the
Administrative Agent an Administrative Questionnaire.

    


    Subject
to acceptance and recording thereof by the Administrative Agent pursuant to
subsection (c) of this Section, from and after the effective date specified
in each Assignment and Assumption, the Eligible Assignee thereunder shall be a
party to this Credit Agreement and, to the extent of the interest assigned by
such Assignment and Assumption, have the rights and obligations of a Lender
under this Credit Agreement, and the assigning Lender thereunder shall, to the
extent of the interest assigned by such Assignment and Assumption, be released
from its obligations under this Credit Agreement (and, in the case of an
Assignment and Assumption covering all of the assigning Lender’s rights and
obligations under this Credit Agreement, such Lender shall cease to be a party
hereto) but shall continue to be entitled to the benefits of Sections 3.9,
3.12, 3.13, 3.14, and 11.5(b) with respect
to facts and circumstances occurring prior to the effective date of such
assignment.  Upon request, the Borrower (at its expense) shall execute
and deliver a Note to the assignee Lender.  Any assignment or transfer
by a Lender of rights or obligations under this Credit Agreement that does not
comply with this subsection shall be treated for purposes of this Credit
Agreement as a sale by such Lender of a participation in such rights and
obligations in accordance with subsection (d) of this Section.

    


    (c)           Register.  The
Administrative Agent, acting solely for this purpose as an agent of the
Borrower, shall maintain at the Administrative Agent’s Office a copy of each
Assignment and Assumption delivered to it and a register for the recordation of
the names and addresses of the Lenders, and the Commitments of, and principal
amounts of the Loans owing to, each Lender pursuant to the terms hereof from
time to time (the “Register”).  The
entries in the Register shall be conclusive, and the Borrower, the
Administrative Agent and the Lenders may treat each Person whose name is
recorded in the Register pursuant to the terms hereof as a Lender hereunder for
all purposes of this Credit Agreement, 

     

    
      
        
        

      

      
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    notwithstanding
notice to the contrary.  The Register shall be available for
inspection by the Borrower at any reasonable time and from time to time upon
reasonable prior notice.  In addition, at any time that a request for
a consent for a material or substantive change to the Credit Documents is
pending, any Lender may request and receive from the Administrative Agent a copy
of the Register.

    


    (d)           Participations.  Any
Lender may at any time, without the consent of, or notice to, the Borrower or
the Administrative Agent, sell participations to any Person (other than a
natural person or the Borrower or any of the Borrower’s Affiliates or
Subsidiaries) (each, a “Participant”) in all
or a portion of such Lender’s rights and/or obligations under this Credit
Agreement (including all or a portion of its Commitment and/or the Loans owing
to it); provided that
(i) such Lender’s obligations under this Credit Agreement shall remain
unchanged, (ii) such Lender shall remain solely responsible to the other
parties hereto for the performance of such obligations and (iii) the
Borrower, the Administrative Agent and the Lenders shall continue to deal solely
and directly with such Lender in connection with such Lender’s rights and
obligations under this Credit Agreement.

    


    Any
agreement or instrument pursuant to which a Lender sells such a participation
shall provide that such Lender shall retain the sole right to enforce this
Credit Agreement and to approve any amendment, modification or waiver of
any  provision of this Credit Agreement; provided that such
agreement or instrument may provide that such Lender will not, without the
consent of the Participant, agree to any amendment, waiver or other modification
described in the first proviso to Section 11.6
that affects such Participant.  Subject to subsection (e) of this
Section, the Borrower agrees that each Participant shall be entitled to the
benefits of Sections 3.9,
3.12, 3.13 and 3.14 to the same extent as
if it were a Lender and had acquired its interest by assignment pursuant to
subsection (b) of this Section.  To the extent permitted by Law,
each Participant also shall be entitled to the benefits of Section 3.7 as though it were a
Lender, provided such
Participant agrees to be subject to Section 3.8 as
though it were a Lender.

    


    (e)           Limitations upon Participant
Rights.  A Participant shall not be entitled to receive any
greater payment under Section 3.9, 3.12, 3.13, or 3.14 than the applicable
Lender would have been entitled to receive with respect to the participation
sold to such Participant, unless the sale of the participation to such
Participant is made with the Borrower’s prior written consent.  A
Participant that would be a Foreign Lender if it were a Lender shall not be
entitled to the benefits of Section 3.13
unless the Borrower is notified of the participation sold to such Participant
and such Participant agrees, for the benefit of the Borrower, to comply with
Section 3.13(f)
as though it were a Lender.

    


    (f)           Certain
Pledges.  Any Lender may at any time pledge or assign a
security interest in all or any portion of its rights under this Credit
Agreement (including under its Note, if any) to secure obligations of such
Lender, including any pledge or assignment to secure obligations to a Federal
Reserve Bank; provided that no such
pledge or assignment shall release such Lender from any of its obligations
hereunder or substitute any such pledgee or assignee for such Lender as a party
hereto.

    


    (g)           Electronic Execution of
Assignments.  The words “execution,” “signed,” “signature,” and
words of like import in any Assignment and Assumption shall be deemed to include
electronic signatures or the keeping of records in electronic form, each of
which shall be of the same legal effect, validity or enforceability as a
manually executed signature or the use of a paper-based recordkeeping system, as
the case may be, to the extent and as provided for in any applicable law,
including the Federal Electronic Signatures in Global and National Commerce Act,
the New York State Electronic Signatures and Records Act, or any other similar
state laws based on the Uniform Electronic Transactions Act.

    


    (h)           Special Purpose Funding
Vehicles.  Notwithstanding anything to the contrary contained
herein, any Lender (a “Granting Lender”) may
grant to a special purpose funding vehicle identified as such in writing from
time to time by the Granting Lender to the Administrative Agent and the Borrower


     

    
      
        
        

      

      
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    (an
“SPC”) the
option to provide all or any part of any Loan that such Granting Lender would
otherwise be obligated to make pursuant to this Credit Agreement; provided that (i)
nothing herein shall constitute a commitment by any SPC to fund any Loan, and
(ii) if an SPC elects not to exercise such option or otherwise fails to make all
or any part of such Loan, the Granting Lender shall be obligated to make such
Loan pursuant to the terms hereof.  Each party hereto hereby agrees
that (i) neither the grant to any SPC nor the exercise by any SPC of such option
shall increase the costs or expenses or otherwise increase or change the
obligations of the Borrower under this Credit Agreement (including its
obligations under Section 3.9,
3.12, 3.13 and 3.14), (ii) no SPC
shall be liable for any indemnity or similar payment obligation under this
Credit Agreement for which a Lender would be liable, and (iii) the Granting
Lender shall for all purposes, including the approval of any amendment, waiver
or other modification of any provision of any Credit Document, remain the lender
of record hereunder.  The making of a Committed Loan by an SPC
hereunder shall utilize the Commitment of the Granting Lender to the same
extent, and as if, such Loan were made by such Granting Lender.  In
furtherance of the foregoing, each party hereto hereby agrees (which agreement
shall survive the termination of this Credit 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 debt of any SPC, it will not institute against,
or join any other Person in instituting against, such SPC any bankruptcy,
reorganization, arrangement, insolvency, or liquidation proceeding under the
laws of the United States or any State thereof.  Notwithstanding
anything to the contrary contained herein, any SPC may (A) with notice to, but
without prior consent of the Borrower and the Administrative Agent and with the
payment of a processing fee in the amount of $2,500, assign all or any portion
of its right to receive payment with respect to any Loan to the Granting Lender
and (B) disclose on a confidential basis any non-public information relating to
its funding of Loans to any rating agency, commercial paper dealer or provider
of any surety or guarantee or credit or liquidity enhancement to such
SPC.

    


    11.4              No Waiver; Remedies
Cumulative.

    


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

    


    11.5              Attorney Costs, Expenses,
Taxes and Indemnification by Borrower.

    


    (a)           The
Borrower agrees (i) to pay or reimburse the Administrative Agent and the
Arrangers for all costs and expenses incurred in connection with the
development, preparation, negotiation and execution of this Credit Agreement and
the other Credit Documents and the FMB Mortgage and any amendment, waiver,
consent or other modification of the provisions hereof and thereof (whether or
not the transactions contemplated hereby or thereby are consummated), and the
consummation and administration of the transactions contemplated hereby and
thereby, including all reasonable fees and expenses of legal counsel, and (ii)
to pay or reimburse the Administrative Agent and each Lender for all costs and
expenses incurred in connection with the enforcement, attempted enforcement, or
preservation of any rights or remedies under this Credit Agreement or the other
Credit Documents or the FMB Mortgage (including all such costs and expenses
incurred during any “workout” or restructuring in respect of the Borrower
Obligations and during any legal proceeding, including any proceeding under any
Debtor Relief Law), 

     

    
      
        
        

      

      
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    including
all reasonable fees and expenses of legal counsel.  The foregoing
costs and expenses shall include all search, filing, recording, and appraisal
charges and fees and taxes related thereto, and other out-of-pocket expenses
incurred by the Administrative Agent and the Arrangers and the cost of
independent public accountants and other outside experts retained by the
Administrative Agent, the Arrangers or any Lender.  Other than costs
and expenses payable in connection with the closing of the transactions
contemplated by this Credit Agreement pursuant to Section 11.5(a) (which shall
be payable on the Closing Date unless otherwise agreed by the Administrative
Agent and the Arrangers), all amounts due under this Section 11.5 shall be
payable within ten Business Days after demand therefor.  The
agreements in this Section shall survive the termination of the Commitments and
repayment of all other Borrower Obligations.

    


    (b)           Whether
or not the transactions contemplated hereby are consummated, the Borrower
shall  indemnify and hold harmless each Agent-Related Party, each
Lender and their respective Affiliates, directors, officers, employees, counsel,
agents and attorneys-in-fact (collectively the “Indemnitees”) from
and against any and all liabilities, obligations, losses, damages, penalties,
claims, demands, actions, judgments, suits, costs, expenses and disbursements
(including the reasonable fees and expenses of legal counsel) of any kind or
nature whatsoever which may at any time be imposed on, incurred by or asserted
against any such Indemnitee in any way relating to or arising out of or in
connection with (i) the execution, delivery, enforcement, performance or
administration of any Credit Document, the FMB Mortgage or any other agreement,
letter or instrument delivered in connection with the transactions contemplated
thereby or the consummation of the transactions contemplated thereby, (ii) any
Commitment or Loan or the use or proposed use of the proceeds therefrom, or
(iii) any actual or alleged presence or release of Hazardous Substances on or
from any property currently or formerly owned or operated by the Borrower, any
Subsidiary of the Borrower, or any Environmental Claim related in any way to the
Borrower or any Subsidiary of the Borrower, (iv) any actual or prospective
claim, litigation, investigation or proceeding relating to any of the foregoing,
whether based on contract, tort or any other theory (including any investigation
of, preparation for, or defense of any pending or threatened claim,
investigation, litigation or proceeding) and regardless of whether any
Indemnitee is a party thereto or (v) any civil penalty or fine assessed by the
Office of Foreign Assets Control (the “OFAC”) against, and
all reasonable costs and expenses (including counsel fees and disbursements)
incurred in connection with defense thereof, by the Administrative Agent or any
Lender as a result of conduct of the Borrower that violates a sanction enforced
by OFAC (all the foregoing, collectively, the “Indemnified
Liabilities”), in all cases, whether or not caused by or arising, in
whole or in part, out of the negligence of the Indemnitee; provided that such
indemnity shall not, as to any Indemnitee, be available to the extent that such
liabilities, obligations, losses, damages, penalties, claims, demands, actions,
judgments, suits, costs, expenses or disbursements are determined by a court of
competent jurisdiction by final and nonappealable judgment to have resulted from
the gross negligence or willful misconduct of such Indemnitee.  No
Indemnitee shall be liable for any damages arising from the use by others of any
information or other materials obtained through IntraLinks or other similar
information transmission systems in connection with this Credit Agreement, nor
shall any Indemnitee have any liability for any indirect or consequential
damages relating to this Credit Agreement or any other Credit Document or the
FMB Mortgage or arising out of its activities in connection herewith or
therewith (whether before or after the Closing Date).

    


    (c)           To
the extent that the Borrower for any reason fails to indefeasibly pay any amount
required under subsection (a) or (b) of this Section to be paid
by it to the Administrative Agent (or any sub-agent thereof), or any
Agent-Related Party of any of the foregoing, each Lender severally agrees to pay
to the Administrative Agent (or any such sub-agent), or such Agent-Related
Party, as the case may be, such Lender’s Pro Rata Share
(determined as of the time 

     

    
      
        
        

      

      
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    that the
applicable unreimbursed expense or indemnity payment is sought) of such unpaid
amount; provided that the
unreimbursed expense or indemnified loss, claim, damage, liability or related
expense, as the case may be, was incurred by or asserted against the
Administrative Agent (or any such sub-agent) in its capacity as such, or against
any Agent-Related Party of any of the foregoing acting for the Administrative
Agent (or any such sub-agent) in connection with such capacity.  The
obligations of the Lenders under this subsection (c) are subject to the
provisions of Section 3.2(d).

    


    All
amounts due under this Section 11.5 shall be payable within ten Business Days
after demand therefor.  The agreements in this Section shall survive
the resignation of the Administrative Agent, the replacement of any Lender, the
termination of the Commitments and the repayment, satisfaction or discharge of
all the other Borrower Obligations.

    


    11.6              Amendments,
Etc.

    


    No
amendment or waiver of any provision of this Credit Agreement or any other
Credit Document, and no consent to any departure by the Borrower therefrom,
shall be effective unless in writing signed by the Required Lenders and the
Borrower and acknowledged by the Administrative Agent, and each such waiver or
consent shall be effective only in the specific instance and for the specific
purpose for which given; provided, however, that no such
amendment, waiver or consent shall:

    


    (a)           waive
any condition set forth in Section 4.1
without the written consent of each Lender;

    


    (b)           extend
or increase the Commitment of any Lender (or reinstate any Commitment terminated
pursuant to Section 9.2)
without the written consent of such Lender;

    


    (c)           postpone
any date fixed by this Credit Agreement or any other Credit Document for any
payment (excluding mandatory prepayments) of principal, interest, fees or other
amounts due to the Lenders (or any of them) or any scheduled or mandatory
reduction of the Committed Amount hereunder or under any other Credit Document
without the written consent of each Lender directly affected
thereby;

    


    (d)           reduce
the principal of, or the rate of interest specified herein on, any Loan, or any
fees or other amounts payable hereunder or under any other Credit Document
without the written consent of each Lender directly affected thereby; provided, however, that only
the consent of the Required Lenders shall be necessary  to amend the
definition of “Default Rate”;

    


    (e)           change
Section 3.8 or
Section 9.3 in a
manner that would alter the pro rata sharing of payments required thereby
without the written consent of each Lender;

    


    (f)           change
any provision of this Section or the definition of “Required Lenders” or
any other provision hereof specifying the number or percentage of Lenders
required to amend, waive or otherwise modify any rights hereunder or make any
determination or grant any consent hereunder without the written consent of each
Lender;

     

    (g)         
consent
to the assignment by the Borrower of any of its rights and obligations under (or
in respect of) the Credit Documents or the FMB Mortgage without the written
consent of each Lender; or

     

    
      
        
        

      

      
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    (h) authorize
the Administrative Agent to vote in favor of the release of all or substantially
all of the collateral securing the First Mortgage Bonds;

    


    and,
provided further, that (i) no
amendment, waiver or consent shall, unless in writing and signed by the
Administrative Agent in addition to the Lenders required above, affect the
rights or duties of the Administrative Agent under this Credit Agreement or any
other Credit Document or the FMB Mortgage; and (ii) Section 11.3(h)
may not be amended, waived or otherwise modified without the consent of each
Granting Lender all or any part of whose Loans are being funded by an SPC at the
time of such amendment, waiver or other modification.  Notwithstanding
anything to the contrary herein, no Defaulting Lender shall have any right to
approve or disapprove any amendment, waiver or consent hereunder, except that
the Commitment of such Lender may not be increased or extended without the
consent of such Lender.

    


    11.7              Counterparts.

    


    This
Credit Agreement may be executed in any number of counterparts, each of which
when so executed and delivered shall be an original, but all of which shall
constitute one and the same instrument.

    


    11.8              Headings.

    


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

    


    11.9              Survival of Indemnification
and Representations and Warranties.

    


    (a)           Survival of
Indemnification.  All indemnities set forth herein shall
survive the execution and delivery of this Credit Agreement, the making of any
Credit Extension and the repayment of the Loans and other Borrower Obligations
and the termination of the Commitments hereunder.

    


    (b)           Survival of Representations
and Warranties.  All representations and warranties made
hereunder and in any other Credit Document or other document delivered pursuant
hereto or thereto or in connection herewith or therewith shall survive the
execution and delivery hereof and thereof.  Such representations and
warranties have been or will be relied upon by the Administrative Agent and each
Lender, regardless of any investigation made by the Administrative Agent or any
Lender or on their behalf and notwithstanding that the Administrative Agent or
any Lender may have had notice or knowledge of any Default or Event of Default
at the time of any Credit Extension, and shall continue in full force and effect
as long as any Loan or any other Borrower Obligation hereunder shall remain
unpaid or unsatisfied.

    


    11.10            Governing Law; Venue;
Service.

    


    (a)           THIS
CREDIT AGREEMENT AND THE OTHER CREDIT DOCUMENTS (OTHER THAN THE SECOND
SUPPLEMENTAL INDENTURE AND THE FIRST MORTGAGE BONDS) AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES HEREUNDER AND THEREUNDER SHALL BE GOVERNED BY AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK
(INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW,
BUT EXCLUDING ALL OTHER CHOICE OF LAW AND CONFLICTS OF LAW
RULES).  Any legal action or proceeding with respect to this Credit
Agreement or any other Credit Document (other than the Second Supplemental
Indenture and the First Mortgage 

     

    
      
        
        

      

      
        57

        
          

        

      

      
        
        

      

    

    Bonds)
may be brought in the courts of the State of New York or of the United States
for the Southern District of New York, and, by execution and delivery of this
Credit Agreement, the Borrower hereby irrevocably accepts for itself and in
respect of its Property, generally and unconditionally, the jurisdiction of such
courts.

    


    (b)           The
Borrower irrevocably consents to the service of process in any action or
proceeding with respect to this Credit Agreement or any other Credit Document by
the mailing of copies thereof by registered or certified mail, postage prepaid,
to it at the address for notices pursuant to Section 11.1, such service to
become effective ten days after such mailing.  Nothing herein shall
affect the right of a Lender to serve process in any other manner permitted by
Law.

    


    11.11            Waiver of Jury Trial; Waiver
of Consequential Damages.

    


    EACH OF
THE PARTIES TO THIS CREDIT AGREEMENT HEREBY IRREVOCABLY WAIVES ALL RIGHT TO
TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR
RELATING TO THIS CREDIT AGREEMENT, ANY OF THE OTHER CREDIT DOCUMENTS OR THE
TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY.  Each of the parties to
this Credit Agreement agrees not to assert any claim against any other party
hereto, Administrative Agent, any Lender, any of their Affiliates, or any of
their respective directors, officers, employees, attorneys or agents, on any
theory of liability, for special, indirect, consequential or punitive damages
arising out of or otherwise relating to any of the transactions contemplated
herein and in the other Credit Documents and in the FMB Mortgage.

    


    11.12            Severability.

    


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

    


    11.13            Further
Assurances.

    


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

    


    11.14            Confidentiality.

    


    Each of
the Administrative Agent and the Lenders agrees to maintain the confidentiality
of the Information (as defined below), except that Information may be disclosed
(a) to its Affiliates and to its and its Affiliates’ respective partners,
directors, officers, employees, agents, advisors and representatives (it being
understood that the Persons to whom such disclosure is made will be informed of
the confidential nature of such Information and instructed to keep such
Information confidential), (b) to the extent requested by any regulatory
authority purporting to have jurisdiction over it (including any self-regulatory
authority, such as the National Association of Insurance Commissioners),
(c) to the extent required by applicable laws or regulations or by any
subpoena or similar legal process, (d) to any other party hereto,
(e) in connection with the exercise of any remedies hereunder or under any
other Credit Document or any action or proceeding relating to this Credit
Agreement or any other Credit Document or the enforcement of rights hereunder or
thereunder, (f) subject to an agreement containing provisions substantially
the same as those of this Section, to (i) any assignee of or Participant
in, or any prospective assignee of or Participant in, any of its rights or
obligations under this Credit Agreement or (ii) any actual or prospective
counterparty (or its advisors) to any swap or derivative transaction relating to
the Borrower 

     

    
      
        
        

      

      
        58

        
          

        

      

      
        
        

      

    

    and its
obligations, (g) with the consent of the Borrower or (h) to the extent
such Information (x) becomes publicly available other than as a result of a
breach of this Section or (y) becomes available to the Administrative
Agent, any Lender, or any of their respective Affiliates on a nonconfidential
basis from a source other than the Borrower.

    


    For
purposes of this Section, “Information” means
all information received from the Borrower or any Subsidiary or any of their
respective businesses, other than any such information that is available to the
Administrative Agent, any Lender on a nonconfidential basis prior to disclosure
by the Borrower or any Subsidiary, provided that, in the
case of information received from the Borrower or any Subsidiary after the date
hereof, such information is clearly identified at the time of delivery as
confidential.  Any Person required to maintain the confidentiality of
Information as provided in this Section shall be considered to have
complied with its obligation to do so if such Person has exercised the same
degree of care to maintain the confidentiality of such Information as such
Person would accord to its own confidential information.

    


    11.15            Entirety.

    


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

    


    11.16            Binding Effect; Continuing
Agreement.

    


    (a)           This
Credit Agreement shall become effective at such time when all of the conditions
set forth in Section 4.1 have been satisfied or waived by the Lenders and it
shall have been executed by the Borrower and the Administrative Agent, and the
Administrative Agent shall have received copies hereof (telefaxed or otherwise)
which, when taken together, bear the signatures of each Lender, and thereafter
this Credit Agreement shall be binding upon and inure to the benefit of the
Borrower, the Administrative Agent and each Lender and their respective
successors and assigns.

    


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

    


    11.17            [Reserved].

    


    11.18            USA Patriot Act
Notice.

    


    Each
Lender and the Administrative Agent (for itself and not on behalf of any Lender)
hereby notifies the Borrower that pursuant to the requirements of the USA
Patriot Act (Title III of Pub. L. 107-56 

     

    
      
        
        

      

      
        59

        
          

        

      

      
        
        

      

    

    (signed
into law October 26, 2001)) (the “Act”), it is required
to obtain, verify and record information that identifies the Borrower, which
information includes the names and addresses of the Borrower and other
information that will allow such Lender or the Administrative Agent, as
applicable, to identify the Borrower in accordance with the Act.

    


    11.19            Acknowledgment.

    


    Section 7
and Section 8 of this Credit Agreement contain affirmative and negative
covenants applicable to the Borrower.  Each of the parties to this
Credit Agreement acknowledges and agrees that any such covenants that require
the Borrower to cause any of its Subsidiaries to take or to refrain from taking
specified actions will be enforceable unless prohibited by applicable law or
regulatory requirement.

    


    11.20            Replacement of
Lenders.

    


    If (a)
any Lender requests compensation under Section 3.12, (b) the Borrower is
required to pay any additional amount to any Lender or any Governmental
Authority for the account of any Lender pursuant to Section 3.13, or (c) a
Lender (a “Non-Consenting Lender”) does not consent to a proposed change,
waiver, discharge or termination with respect to any Credit Document that has
been approved by the Required Lenders as provided in Section 11.6 but requires
unanimous consent of all Lenders or all Lenders directly affected thereby (as
applicable) or (d) any Lender is a Defaulting Lender, then the Borrower may, at
its sole expense and effort, upon notice to such Lender and the Administrative
Agent, require such Lender to assign and delegate, without recourse (in
accordance with and subject to the restrictions contained in, and consents
required by, Section 11.3), all of its interests, rights and obligations under
this Credit Agreement and the related Credit Documents to an assignee that shall
assume such obligations (which assignee may be another Lender, if a Lender
accepts such assignment), provided that:

    


    (i)           the
Borrower shall have paid to the Administrative Agent the assignment fee
specified in Section 11.3(b);

    


    (ii)           such
Lender shall have received payment of an amount equal to the outstanding
principal of its Loans, accrued interest thereon, accrued fees and all other
amounts payable to it hereunder and under the other Credit Documents (including
any amounts under Section 3.14) from the assignee (to the extent of such
outstanding principal and accrued interest and fees) or the Borrower (in the
case of all other amounts);

    


    (iii)           in
the case of any such assignment resulting from a claim for compensation under
Section 3.12 or payments required to be made pursuant to Section 3.13, such
assignment will result in a reduction in such compensation or payments
thereafter; and

    


    (iv)           such
assignment does not conflict with applicable Laws; and

    


    (v)           in
the case of any such assignment resulting from a Non-Consenting Lender’s failure
to consent to a proposed change, waiver, discharge or termination with respect
to any Credit Document, the applicable replacement bank, financial institution
or Fund consents to the proposed change, waiver, discharge or termination;
provided that the failure by such Non-Consenting Lender to execute and deliver
an Assignment and Assumption shall not impair the validity of the removal of
such Non-Consenting Lender and the mandatory assignment of such Non-Consenting
Lender’s Commitments and outstanding Loans pursuant to this Section shall
nevertheless be effective without the execution by such Non-Consenting Lender of
an Assignment and Assumption.

     

    
      
        
        

      

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

    


    


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

    


    BORROWER:

    


    TEXAS-NEW
MEXICO POWER COMPANY

    a Texas
corporation

    


    


    By:           /s/ Terry R.
Horn                
       
                                                                

    Name:      Terry R.
Horn                       
      
                                                                

    Title:        Vice President and
Treasurer    

    


     

     

     

    
 


    
      
        
          Signature
Page to Term Loan Credit Agreement

          (Texas-New
Mexico Power Company)

          


          


        

         


      

      
         


        
          

        

      

      
         


      

    


    
      	
              AGENT:

            


    

    


    UNION BANK, N.A.,

    as
Administrative Agent

    


    


    By:           /s/ Robert J.
Cole           
                                                                

    Name:      Robert J.
Cole                
                                                                

    Title:        Vice
President               
                                                                

    


    


    LENDERS:

    UNION BANK, N.A.,

    as a
Lender

    


    


    By:           /s/ Robert J.
Cole         
                                                                

    Name:      Robert J.
Cole          
   
                                                                

    Title:        Vice
President             
                                                                

    


     

     

     

     

    
 

    
      
        
          Signature
Page to Term Loan Credit Agreement

          (Texas-New
Mexico Power Company)