Up to $600,000,000

CREDIT AGREEMENT

dated as of April 19, 2002

among

ALLEGHENY ENERGY SUPPLY COMPANY,
LLC,

ALLEGHENY GENERATING COMPANY
as
Borrowers

THE LENDERS FROM TIME TO TIME PARTY
HERETO

CITIBANK, N.A.,
as Administrative
Agent

BANK ONE, NA,
as Letter of Credit Issuing
Bank








BANC ONE CAPITAL MARKETS, INC., 
as Syndication
Agent

SALOMON SMITH BARNEY INC.
and
BANC ONE
CAPITAL MARKETS, INC., 
as Co-Lead Arrangers and Co-Book Managers

BANK OF AMERICA, N.A.

JPMORGAN CHASE BANK

UNION BANK OF CALIFORNIA, N.A.

and

WACHOVIA BANK, NATIONAL ASSOCIATION,

as Co-Documentation Agents











TABLE OF CONTENTS

		 	Page	 
	ARTICLE I DEFINITIONS; CONSTRUCTION	 	1	 
	   Section 1.1. Definitions	 	1	 
	   Section
      1.2. Classifications of Loans and Borrowings	 	18	 
	   Section
      1.3. Accounting Terms and Determination	 	18	 
	   Section
      1.4. Terms Generally	 	19	 
	ARTICLE
      II AMOUNT AND TERMS OF THE COMMITMENTS	 	19	 
	   Section
      2.1. General Description of Facility	 	19	 
	   Section
      2.2. Loans	 	19	 
	   Section
      2.3. Procedure for Borrowings	 	20	 
	   Section
      2.4. Funding of Borrowings	 	20	 
	   Section
      2.5. Interest Elections	 	21	 
	   Section
      2.6. Changes of Commitments	 	22	 
	   Section
      2.7. Repayment of Loans	 	24	 
	   Section
      2.8. Evidence of Indebtedness	 	24	 
	   Section
      2.9. Optional Prepayments	 	25	 
	   Section
      2.10. Interest on Loans	 	25	 
	   Section
      2.11. Fees	 	26	 
	   Section
      2.12. Computation of Interest and Fees	 	27	 
	   Section
      2.13. Inability to Determine Interest Rates	 	27	 
	   Section
      2.14. Illegality	 	27	 
	   Section
      2.15. Increased Costs	 	28	 
	   Section
      2.16. Funding Indemnity	 	29	 
	   Section
      2.17. Taxes	 	29	 
	   Section
      2.18. Payments Generally; Pro Rata Treatment; Sharing of Setoffs	 	31	 
	   Section
      2.19. Mitigation of Obligations	 	32	 
	   Section
      2.20. Letters of Credit	 	32	 
	   Section
      2.21. Extension of Termination Date	 	38	 
	ARTICLE
      III CONDITIONS PRECEDENT TO EXTENSIONS OF CREDIT	 	39	 
	   Section
      3.1. Conditions To Initial Extensions of Credit	 	39	 
	   Section
      3.2. Each Extension of Credit	 	41	 
	   Section
      3.3. Delivery of Documents	 	41	 
	ARTICLE
      IV REPRESENTATIONS AND WARRANTIES	 	41	 
	   Section
      4.1. Existence; Power	 	41	 
	   Section
      4.2. Organizational Power; Authorization	 	42	 
	   Section
      4.3. Governmental Approvals; No Conflicts	 	42	 
	   Section
      4.4. Financial Statements	 	42	 
	   Section
      4.5. Litigation and Environmental Matters	 	42	 
	   Section
      4.6. Compliance with Laws and Agreements	 	43	 
	   Section
      4.7. Investment Company Act, Etc.	 	43	 
	   Section
      4.8. Taxes	 	43	 
	   Section
      4.9. Margin Regulations	 	44	 


  








		 	Page	 
	   Section
      4.10. ERISA	 	44	 
	   Section
      4.11. Ownership of Property	 	44	 
	   Section 4.12.  Disclosure	 	44	 
	   Section 4.13.  Labor Relations	 	45	 
	   Section 4.14.  Subsidiaries	 	45	 
	   Section 4.15.  Pari Passu with Other
      Unsubordinated Unsecured Debt	 	45	 
	ARTICLE V AFFIRMATIVE COVENANTS	 	45	 
	   Section 5.1.  Financial Statements and
      Other Information	 	45	 
	   Section 5.2.  Notices of Material Events	 	46	 
	   Section 5.3.  Existence; Conduct of Business	 	47	 
	   Section 5.4.  Compliance with Laws, Etc.	 	47	 
	   Section 5.5.  Payment of Obligations	 	48	 
	   Section 5.6.  Books and Records	 	48	 
	   Section 5.7.  Visitation, Inspection,
      Etc.	 	48	 
	   Section 5.8.  Maintenance of Properties;
      Insurance	 	48	 
	   Section 5.9.  Use of Proceeds	 	49	 
	ARTICLE VI FINANCIAL COVENANTS	 	49	 
	   Section 6.1.  Leverage Ratio	 	49	 
	   Section 6.2.  Ratio of Earnings to Fixed
      Charges	 	49	 
	ARTICLE VII NEGATIVE COVENANTS	 	49	 
	   Section 7.1.  Indebtedness of Subsidiaries	 	49	 
	   Section 7.2.  Negative Pledge	 	50	 
	   Section 7.3.  Fundamental Changes	 	50	 
	   Section 7.4.  Investments, Loans, Etc.	 	52	 
	   Section 7.5.  Disposal of Subsidiary
      Stock	 	53	 
	   Section 7.6.  Transactions with Affiliates	 	54	 
	   Section 7.7.  Restrictive Agreements	 	54	 
	   Section 7.8.  Rate Management Transactions	 	54	 
	   Section 7.9.  Accounting Changes	 	54	 
	   Section 7.10.  Restricted Junior Payments	 	54	 
	ARTICLE VIII GUARANTY OF AGC’s OBLIGATIONS	 	55	 
	   Section 8.1.  Guaranty	 	55	 
	   Section 8.2.  Guarantied Obligations
      Not Waived	 	55	 
	   Section 8.3.  Guaranty of Payment	 	55	 
	   Section 8.4.  No Discharge or Diminishment
      of Guaranty	 	56	 
	   Section 8.5. Defenses of AESC Waived	 	56	 
	   Section 8.6.  Subordination	 	56	 
	   Section 8.7.  Information	 	57	 
	   Section 8.8.  Termination	 	57	 
	ARTICLE IX EVENTS OF DEFAULT	 	57	 
	   Section 9.1.  Events of Default	 	57	 










		 	Page	 
	ARTICLE X THE ADMINISTRATIVE
      AGENT	 	60	 
	   Section
      10.1.  Appointment of Administrative Agent	 	60	 
	   Section
      10.2.  Nature of Duties of Administrative Agent	 	60	 
	   Section
      10.3.  Lack of Reliance on the Administrative Agent	 	61	 
	   Section
      10.4.  Certain Rights of theAdministrative Agent	 	61	 
	   Section
      10.5.  Reliance by Administrative Agent	 	61	 
	   Section
      10.6.  The Administrative Agent in its Individual Capacity	 	61	 
	   Section
      10.7.  Successor Administrative Agent	 	62	 
	   Section
      10.8.  Authorization to Execute other Loan Documents	 	62	 
	ARTICLE XI MISCELLANEOUS	 	62	 
	   Section
      11.1.  Notices	 	62	 
	   Section
      11.2.  Waiver; Amendments	 	64	 
	   Section
      11.3.  Expenses; Indemnification	 	65	 
	   Section
      11.4.  Successors and Assigns	 	66	 
	   Section
      11.5.  Governing Law; Jurisdiction; Consent to Service of Process	 	69	 
	   Section
      11.6.  WAIVER OF JURY TRIAL	 	70	 
	   Section
      11.7.  Right of Setoff	 	70	 
	   Section
      11.8.  Counterparts; Integration	 	71	 
	   Section
      11.9.  Survival	 	71	 
	   Section
      11.10.  Severability	 	71	 
	   Section
      11.11.  Confidentiality	 	72	 
	   Section
      11.12.  Waiver of Effect of Corporate Seal	 	72	 
	SCHEDULES	 	 	 
	   Schedule
      I — Commitments	 	 	 
	   Schedule
      4.5 — Environmental Matters	 	 	 
	   Schedule
      4.14 — Subsidiaries	 	 	 
	   Schedule
      7.4 — Investments	 	 	 
	EXHIBITS	 	 	 
	   Exhibit
      A — Form of Assignment and Acceptance	 	 	 
	   Exhibit
      B — Form of Request for Issuance	 	 	 
	   Exhibit
      C — Form of Assumption Agreement	 	 	 
	   Exhibit
      2.3 — Form of Notice of Borrowing	 	 	 
	   Exhibit
      2.5 — Form of Continuation/Conversion	 	 	 








CREDIT AGREEMENT

             THIS
CREDIT AGREEMENT (this “Agreement”) is made and entered into
as of April 19, 2002, by and among ALLEGHENY ENERGY SUPPLY COMPANY,
LLC, a Delaware limited liability company (“AESC”), ALLEGHENY
GENERATING COMPANY, a Virginia corporation (“AGC”, with each of
AESC and AGC a “Borrower”), the several banks and other financial
institutions from time to time party hereto, BANK ONE, NA, as the
issuer of Letters of Credit, and CITIBANK, N.A.
(“Citibank”, in its capacity as Administrative Agent for the
Lenders, the “Administrative Agent”).

W I T N E S S E T H:

             WHEREAS,
the Borrowers have requested that the Lenders establish a 364-day unsecured
revolving credit facility in the amount of up to $600,000,000 in favor of the
Borrowers with up to $200,000,000 to be made available in the form of Letters of
Credit and up to $100,000,000 to be made available to AGC, all of which may be
used for general corporate purposes, including commercial paper
backup.

             WHEREAS,
subject to the terms and conditions of this Agreement, the Lenders severally, to
the extent of their respective Commitments as defined herein, are willing to
establish the requested revolving credit facility in favor of the
Borrowers.

             NOW,
THEREFORE, in consideration of the premises and the mutual covenants herein
contained, the Borrowers, the Lenders, the Issuing Bank and the Administrative
Agent agree as follows:

ARTICLE I
DEFINITIONS;
CONSTRUCTION


Section 1.1. Definitions.


             In
addition to the other terms defined herein, the following terms used herein
shall have the meanings herein specified (to be equally applicable to both the
singular and plural forms of the terms defined):

             “Adjusted
LIBO Rate” shall mean, with respect to each Interest Period for a
Eurodollar Borrowing, the rate per annum obtained by dividing (i) LIBOR for such
Interest Period by (ii) a percentage equal to 1.00 minus the Eurodollar Reserve
Percentage.

             “Administrative
Agent” shall have the meaning assigned to such term in the opening
paragraph hereof.

             “Administrative
Questionnaire” shall mean, with respect to each Lender, an
administrative questionnaire in the form prepared by the Administrative Agent
and submitted to the Administrative Agent duly completed by such
Lender.

             “Affiliate”
shall mean, as to any Person, any other Person that directly, or indirectly
through one or more intermediaries, Controls, is Controlled by, or is under
common Control 





2


with, such Person. For purposes of this definition, “control”
shall mean the power, directly or indirectly, either to (i) vote 5% or more of
securities having ordinary voting power for the election of directors (or
persons performing similar functions) of a Person or (ii) direct or cause the
direction of the management and policies of a Person, whether through the
ability to exercise voting power, by contract or otherwise. The terms
“controlling”, “controlled by”, and “under common control with” have meanings
correlative thereto.

             “Aggregate
Commitments” shall mean, collectively, all Commitments of all Lenders at
any time outstanding. 

             “AGC
Commitment Limit” shall have the meaning set forth in Section
2.2.

             “Applicable
Lending Office” shall mean, for each Lender and for each Type of Loan,
the “Lending Office” of such Lender (or an Affiliate of such Lender) designated
for such Type of Loan in the Administrative Questionnaire submitted by such
Lender or such other office of such Lender (or an Affiliate of such Lender) as
such Lender may from time to time specify to the Administrative Agent and the
Borrowers as the office by which its Loans of such Type are to be made and
maintained.


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

		 
Applicable
Rating Level		 
Applicable Margin for
Eurodollar Loans		Applicable
Margin for Base
Rate -Loans	
		
		
		
	
	 	1	 	.775%	 	0.000%	 
	 	2	 	.875%	 	0.000%	 
	 	3	 	.975%	 	0.125%	 
	 	4	 	1.175%	 	0.375%	 
	 	5	 	1.625%	 	1.000%	 
	 	6	 	1.750%	 	1.250%	 





A change in the Applicable Margin resulting from a
change in the Applicable Rating Level shall become effective upon the date of
announcement of a change in the Moody’s rating or the S&P rating that
results in a change in the Applicable Rating Level. The Applicable Margin shall
be calculated on a 360-day basis.





3


             “Applicable
Rating Level” at any time shall be determined in accordance with the
then applicable S&P rating and the then applicable Moody’s rating assigned
to the senior unsecured long-term debt of AESC without third-party credit
enhancement (the “Reference Ratings”) as follows:

	S&P Rating/Moody’s
      Rating		Applicable Rating

      Level	
	
      

    		
      

    	
	S&P Rating of at
      least A- and Moody’s Rating of at least A3	 	1	 
	S&P Rating of at
      least BBB+ and Moody’s Rating of at least  Baa1	 	2	 
	S&P Rating of at
      least BBB and Moody’s Rating of at least  Baa2	 	3	 
	S&P Rating of at
      least BBB- and Moody’s Rating of at least  Baa3	 	4	 
	S&P Rating of at
      least BB+ and Moody’s Rating of at least  Ba1	 	5	 
	Reference Ratings lower
      than Level 5 or no rating	 	6	 



If AESC is split-rated and (i) the ratings
differential is one category, the lower of the two ratings will apply (e.g.,
A-/Baa1 results in Level 2 status) or (ii) the ratings differential is more than
one category, the Applicable Rating Level shall be determined by reference to
the category next above that of the lower of the two ratings (e.g., BBB+/Baa3
results in Level 3 status).

             “Approved
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
and that is administered or managed by (i) a Lender, (ii) an Affiliate of a
Lender or (iii) an entity or an Affiliate of an entity that administers or
manages a Lender.

             “Approved
Termination Date” shall mean (i) the 270th day after the date hereof or
(ii) the 364th day after the date hereof (as such date may be further extended
pursuant to Section 2.21) if, on or prior to the 270th day after the date hereof
(or the earlier termination of the Commitments pursuant to Section 2.6(b) or
9.1), AESC shall have delivered to the Administrative Agent, in sufficient
copies for the Administrative Agent and each Lender, (A) a final non-appealable
order of the SEC authorizing the Borrowers to request Extensions of Credit and
to perform their respective obligations hereunder at all times on and prior to
the 364th day after the date hereof, and (B) an opinion of counsel, in form and
substance acceptable to the Administrative Agent as to regulatory approvals, the
enforceability of the obligations of the Borrowers hereunder and such other
matters as any Lender may reasonable request through the Administrative
Agent.

             “Assignment
and Acceptance” shall mean an assignment and acceptance entered into by
a Lender and an assignee with the consent of any party the consent of which is
required pursuant to this Agreement and accepted by the Administrative Agent and
the Issuing Bank, in the form of Exhibit A attached hereto or any other form
approved by the Administrative Agent.





4


             “Assuming
Lender” means any assignee not previously a Lender that becomes a Lender
hereunder pursuant to Section 2.6(c).

             “Assumption
Agreement” shall mean an agreement, in substantially the form of
Exhibit C, pursuant to which an assignee agrees to become an Assuming
Lender hereunder pursuant to Section 2.6(c) and agrees to be bound by all
obligations of a Lender under this Agreement.

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


             (i)   the
  rate of interest announced publicly by Citibank in New York City, from time to
  time, as Citibank’s base rate; and


             (ii)   the
  Federal Funds Rate plus .5%.

Citibank’s base rate is a reference rate and does not
necessarily represent the lowest or best rate charged to customers. Citibank may
make commercial loans or other loans at rates of interest at, above or below the
Administrative Agent’s prime lending rate. Each change in Citibank’s prime
lending rate shall be effective from and including the date such change is
publicly announced as being effective.

When used in reference to any Loan or Borrowing,
“Base Rate” refers to whether such Loan, or the Loans comprising such Borrowing,
bears interest at a rate determined by reference to the Base Rate.

             “Borrower”
shall have the meaning set forth in the introductory paragraph hereof.


             “Borrowing”
shall mean a borrowing consisting of Loans of the same Type, made, converted or
continued on the same date and in case of Eurodollar Loans, as to which a single
Interest Period is in effect.

             “Business
Day” shall mean (i) any day other than a Saturday, Sunday or other day
on which commercial banks in New York, New York are authorized or required by
law to close, (ii) if such day relates to a Borrowing of, a payment or
prepayment of principal or interest on, a conversion of or into, or an Interest
Period for, a Eurodollar Loan or a notice with respect to any of the foregoing,
any day on which dealings in Dollars are carried on in the London interbank
market, and (iii) if such day relates to the issuance, extension, amendment,
modification or payment under or in respect of any Letter of Credit, that is
also a date on which banks are not required or authorized to close in Chicago,
Illinois.

             “Capital
Lease”, shall mean, as to any Person, any lease of any property (whether
real, personal or mixed) by that Person as lessee that, in conformity with GAAP,
is accounted for as a capital lease on the balance sheet of that
Person.

             “Cash
Equivalents” shall mean (i) marketable direct or indirect obligations
issued or unconditionally guaranteed by the United States Government or issued
by any agency thereof and backed by the full faith and credit of the United
States; (ii) marketable direct obligations 





5


issued by any state of the United
States of America or any political subdivision of any such state or any public
instrumentality thereof maturing within one year from the date of acquisition
thereof and, at the time of the acquisition, rated AA or better by either
S&P or Moody’s; (iii) commercial paper of issuers having a minimum net worth
of $150,000,000, and at the time of acquisition, rated A1/P1 or better by either
S&P or Moody’s; and (iv) certificates of deposit or bankers’ acceptances
maturing within one year from the date of acquisition thereof issued by any
Lender or by any commercial bank organized under the laws of the United States
of America or any state thereof or the District of Columbia with assets
exceeding $2,500,000,000; and (v) taxable or tax-exempt institutional money
market funds with assets of at least $500,000,000 that restrict investments to
high quality money market instruments maturing in one year or less.

             “Change
in Control” shall mean (A) any person or “group” (within the meaning of
Section 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended)
shall, directly or indirectly, acquire beneficial ownership of or control over
securities of the Parent representing in excess of 25% of the combined voting
power of all securities of the Parent entitled to vote in the election of
directors or (B) individuals who on the date hereof were directors of the Parent
(together with any replacement or additional directors who were nominated or
elected by a majority of directors then in office) cease to constitute a
majority of the board of directors of the Parent.

             “Change
in Law” shall mean (i) the adoption of any applicable law, rule or
regulation after the date of this Agreement, (ii) any change in any applicable
law, rule or regulation, or any change in the interpretation or application thereof, by any Governmental Authority
after the date of this Agreement, or (iii) compliance by any Lender (or its
Applicable Lending Office) (or for purposes of Section 2.15(b), by such Lender’s
holding company, if applicable) with any request, guideline or directive
(whether or not having the force of law) of any Governmental Authority made or
issued after the date of this Agreement.

             “Citibank”
shall have the meaning set forth in the preamble to this Agreement.

             “Claimant”
shall have the meaning set forth in Section 2.15(a).

             “Code”
shall mean the Internal Revenue Code of 1986, as amended and in effect from time
to time.

             “Commitment”
shall mean with respect to each Lender, the obligation of such Lender to make
and participate in Extensions of Credit to the Borrowers under this Agreement in
an aggregate amount not exceeding the amount set forth with respect to such
Lender on Schedule I, as such Commitment may be (i) reduced from time to time
pursuant to Section 2.6(b) and (ii) reduced or increased from time to time
pursuant to Section 2.6(c) or 2.21 or pursuant to assignments by or to such
Lender pursuant to Section 11.4. The initial amount of each Lender’s Commitment
is set forth on Schedule I, in the Assumption Agreement or confirmation entered
into pursuant to Section 2.6(c), in the agreement of such Lender entered into
pursuant to Section 2.21 or in the Assignment and Acceptance pursuant to
which such Lender shall have assumed its Commitment, as applicable.

             “Commitment
Increase” shall have the meaning set forth in Section 2.6(c).





6


             “Commitment
Increase Date” shall have the meaning set forth in Section
2.6(c).

             “Consenting
Lender” shall have the meaning set forth in Section 2.21(b).

             “Contingent
Obligation”, as applied to any Person, shall mean any direct or indirect
liability, contingent or otherwise (but not any liability of AESC or any of its
Subsidiaries in connection with any Off-Balance Sheet Liability that constitutes
Indebtedness), of that Person (i) with respect to any indebtedness, lease,
dividend or other obligation of another if the primary purpose or intent thereof
by the Person incurring the Contingent Obligation is to provide assurance to the
obligee of such obligation of another that such obligation of another will be
paid or discharged, or that any agreements relating thereto will be complied
with, or that the holders of such obligation will be protected (in whole or in
part) against loss in respect thereof, (ii) with respect to any letter of credit
issued for the account of that Person or as to which that Person is otherwise
liable for reimbursement of drawings, and (iii) under Rate Management
Transactions. Contingent Obligations shall include, without limitation, (A) the
direct or indirect guaranty, endorsement (otherwise than for collection or
deposit in the ordinary course of business), comaking, discounting with recourse
or sale with recourse by such Person of the obligation of another, and (B) any
liability of such Person for the obligations of another through any agreement
(contingent or otherwise) (x) to purchase, repurchase or otherwise acquire such
obligation or any security therefor, or to provide funds for the payment or
discharge of such obligation (whether in the form of loans, advances, stock
purchases, capital contributions or otherwise), (y) to maintain the solvency or
any balance sheet item, level of income or financial condition of another, or
(z) to make take-or-pay or similar payments if required regardless of
nonperformance by any other party or parties to an agreement. The amount of any
Contingent Obligation shall be equal to the amount of the obligation so
guaranteed or otherwise supported; provided, however, that in the case of
a Contingent Obligation that is a Rate Management Transaction, the amount of
such Contingent Obligation shall be equal to the maximum aggregate amount (after
giving effect to any netting arrangements) that AESC or any Subsidiary of AESC
would be required to pay if such Rate Management Transaction were terminated at
such time.

             “Contractual
Obligation” of any Person shall mean any provision of any security
issued by such Person or of any agreement, instrument or undertaking under which
such Person is obligated or by which it or any of the property in which it has
an interest is bound.

             “Declining
Lender” shall have the meaning set forth in Section 2.21(c).

             “Default”
shall mean any condition or event that, with the giving of notice or the lapse
of time or both, would constitute an Event of Default.

             “Default
Interest” shall have the meaning set forth in Section
2.10(b).

             “Dollar(s)”
and the sign “$” shall mean lawful money of the United States of
America.

             “Earnings”
shall mean the sum of (A) (i) pretax income from continuing operations
before adjustment for minority interests in consolidated subsidiaries or income
or loss from Equity Investees, (ii) Fixed Charges, (iii) amortization
of capitalized interest, (iv) distributed income of Equity Investees, and
(v) AESC’s share (on a consolidated basis) of pre-tax losses of Equity
Investees for which charges arising from guarantees are included in Fixed
Charges minus (B) 





7


(x) interest capitalized, (y) Preference
Security Dividend Requirements of the consolidated subsidiaries of AESC, and (z)
the minority interest in pre-tax income of subsidiaries that have not incurred
Fixed Charges.

             “Eligible
Assignee” means (i) a Lender; (ii) an Affiliate of a Lender; (iii) an
Approved Fund; and (iv) any other Person (other than a natural Person) approved
by each of the Administrative Agent, the Issuing Bank and AESC (each such
approval not to be unreasonably withheld or delayed); provided, however,
AESC’s approval shall not be required if (x) such Person is taking delivery
of an assignment in connection with physical settlement of a credit derivatives
transaction or (y) an Event of Default has occurred and is
continuing.

             “Environmental
Laws” shall mean all laws, rules, regulations, codes, ordinances,
orders, decrees, judgments, injunctions, notices or binding agreements issued,
promulgated or entered into by or with any Governmental Authority, relating to
the environment, preservation or reclamation of natural resources, the
management, Release or threatened Release of any Hazardous Material or to health
and safety matters relating to environmental exposure.

             “Environmental
Liability” shall mean any liability, contingent or otherwise (including
any liability for damages, costs of environmental investigation and remediation,
costs of administrative oversight, fines, natural resource damages, penalties or
indemnities), of AESC or any Subsidiary of AESC directly or indirectly resulting
from or based upon (i) any actual or alleged violation of any Environmental Law,
(ii) the generation, use, handling, transportation, storage, treatment or
disposal of any Hazardous Materials, (iii) any actual or alleged exposure to any
Hazardous Materials, (iv) the Release or threatened Release of any Hazardous
Materials (other than in full compliance with all applicable laws and
regulations) or (v) any contract, agreement or other consensual arrangement
pursuant to which liability is assumed or imposed with respect to any of the
foregoing.

             “Equity
Investees” shall mean investments that AESC accounts for using the
equity method of accounting.

             “ERISA”
shall mean the Employee Retirement Income Security Act of 1974, as amended from
time to time, and any successor statute.

             “ERISA
Affiliate” shall mean any trade or business (whether or not
incorporated), which, together with AESC, is treated as a single employer under
Section 414(b) or (c) of the Code or, solely for the purposes of Section 302 of
ERISA and Section 412 of the Code, is treated as a single employer under Section
414 of the Code.

             “ERISA
Event” shall mean (i) any “reportable event”, as defined in Section 4043
of ERISA or the regulations issued thereunder with respect to a Plan (other than
an event for which the 30-day notice period is waived); (ii) the existence with
respect to any Plan of an “accumulated funding deficiency” (as defined in
Section 412 of the Code or Section 302 of ERISA), whether or not waived; (iii)
the filing pursuant to Section 412(d) of the Code or Section 303(d) of ERISA of
an application for a waiver of the minimum funding standard with respect to any
Plan; (iv) the incurrence by AESC or any of its ERISA Affiliates of any
liability under Title IV of ERISA with respect to the termination of any Plan;
(v) the receipt by AESC or any ERISA 





8


Affiliate from the PBGC or a plan
administrator appointed by the PBGC of any notice relating to an intention to
terminate any Plan or Plans or to appoint a trustee to administer any Plan; (vi)
the incurrence by AESC or any of its ERISA Affiliates of any liability with
respect to the withdrawal or partial withdrawal from any Plan or Multiemployer
Plan; or (vii) the receipt by AESC or any ERISA Affiliate of any notice, or the
receipt by any Multiemployer Plan from either Borrower or any ERISA Affiliate of
any notice, concerning the imposition of Withdrawal Liability or a determination
that a Multiemployer Plan is, or is expected to be, insolvent or in
reorganization, within the meaning of Title IV of ERISA.

             “Eurodollar”
when used in reference to any Loan or Borrowing, refers to whether such Loan, or
the Loans comprising such Borrowing, bears interest at a rate determined by
reference to the Adjusted LIBO Rate. 

             “Eurodollar
Reserve Percentage” shall mean the aggregate of the maximum reserve
percentages (including, without limitation, any emergency, supplemental, special
or other marginal reserves) expressed as a decimal (rounded upwards to the next
1/1000th of 1%) in effect on any day to which the Administrative Agent is
subject with respect to the Adjusted LIBO Rate pursuant to regulations issued by
the Board of Governors of the Federal Reserve System (or any Governmental
Authority succeeding to any of its principal functions) with respect to
eurocurrency funding (currently referred to as
“eurocurrency liabilities” under Regulation D). Eurodollar Loans shall be deemed
to constitute eurocurrency funding and to be subject to such reserve
requirements without benefit of or credit for proration, exemptions or offsets
that may be available from time to time to any Lender under Regulation D. The
Eurodollar Reserve Percentage shall be adjusted automatically on and as of the
effective date of any change in any reserve percentage. 

             “Event
of Default” shall have the meaning provided in Article VIII.

             “Excluded
Taxes” shall mean with respect to the Administrative Agent, the Issuing
Bank any Lender or any other recipient of any payment to be made by or on
account of any obligation of either Borrower hereunder, (i) income or franchise
taxes imposed on (or measured by) its net income, or any franchise taxes, taxes
on doing business (other than taxes imposed as a result of entering into this
Agreement and the transactions contemplated hereby), or taxes measured by its
net worth or shareholder’s capital, by the United States of America, or by the
jurisdiction under the laws of which such recipient is organized or in which its
principal office is located or, in the case of any Lender, in which its
applicable lending office is located, (ii) any branch profits taxes imposed by
the United States of America or any similar tax imposed by any other
jurisdiction in which any Lender is located and (iii) in the case of a Foreign
Lender, any withholding tax that (A) is imposed on amounts payable to such
Foreign Lender at the time such Foreign Lender becomes a party to this
Agreement, (B) is imposed on amounts payable to such Foreign Lender at any time
that such Foreign Lender designates a new lending office, other than taxes that
have accrued prior to the designation of such lending office that are otherwise
not Excluded Taxes, or (C) is attributable to such Foreign Lender’s failure to
comply with Section 2.17(e).

             “Extension
of Credit” shall mean the making, continuation or conversion of a Loan,
the issuance of a Letter of Credit, or any increase in the stated amount or any
extension of the stated expiry date of any Letter of Credit.





9


             “Facility
Fee Rate” means, at all times during which any Applicable Rating Level
set forth below is in effect, the rate per annum set forth below next to such
Applicable Rating Level:

			Applicable
Rating Level		Facility
      Fee
Rate	
			
      

    		
      

    	
		 	 	1	 	 	0.100%	 
		 	 	2	 	 	0.125%	 
		 	 	3	 	 	0.150%	 
		 	 	4	 	 	0.200%	 
		 	 	5	 	 	0.375%	 
		 	 	6	 	 	0.500%	 



A change in the Facility Fee Rate resulting from a
change in the Applicable Rating Level shall become effective upon the date of
announcement of a change in the Moody’s Rating or the S&P Rating that
results in a change in the Applicable Rating Level. The Facility Fee shall be
calculated on a 360-day basis.

             “Federal
Funds Rate” shall mean, for any day, the rate per annum (rounded
upwards, if necessary, to the next 1/1000th of 1%) equal to the weighted average
of the rates on overnight Federal funds transactions with member banks of the
Federal Reserve System arranged by Federal funds brokers, as published by the
Federal Reserve Bank of New York on the next succeeding Business Day or if such
rate is not so published for any Business Day, the Federal Funds Rate for such
day shall be the average rounded upwards, if necessary, to the next 1/1000th of
1% of the quotations for such day on such transactions received by the
Administrative Agent from three Federal funds brokers of recognized standing
selected by the Administrative Agent. 

             “Fee
Letter” shall mean that certain fee letter, dated as of April 11, 2002,
executed by Salomon Smith Barney Inc., Citibank, N.A. and Bank One Capital
Markets, Inc. and accepted by AESC.

             “Fiscal
Year” shall mean any fiscal year of AESC.

             “Fixed
Charges” shall mean the sum of the following: (i) interest expensed
and capitalized, (ii)  amortized premiums, discounts and capitalized
expenses related to indebtedness, but excluding capitalized interest on
synthetic leases, (iii) an estimate of the interest within rental expense,
and (iv) Preference Security Dividend Requirements of the consolidated
subsidiaries of AESC. 

             “Foreign
Lender” shall mean any Lender that is not a United States person under
Section 7701(a)(3) of the Code.

             “GAAP”
shall mean generally accepted accounting principles in the United States applied
on a consistent basis and subject to the terms of Section 1.3.

             “Governmental
Authority” shall mean the government of the United States of America,
any other nation or any political subdivision thereof, whether state or local,
and any agency, authority, instrumentality, regulatory body, court, central bank
or other entity exercising 





10


executive, legislative, judicial, taxing, regulatory
or administrative powers or functions of or pertaining to government.

             “Guaranty”
of or by any Person (the “guarantor”) shall mean any obligation,
contingent or otherwise, of the guarantor guaranteeing or having the economic
effect of guaranteeing any Indebtedness or other obligation of any other Person
(the “primary obligor”) in any manner, whether directly or indirectly, and
including any obligation, direct or indirect, of the guarantor (i) to purchase
or pay (or advance or supply funds for the purchase or payment of) such
Indebtedness or other obligation or to purchase (or to advance or supply funds
for the purchase of) any security for the payment thereof, (ii) to purchase or
lease property, securities or services for the purpose of assuring the owner of
such Indebtedness or other obligation of the payment thereof, (iii) to maintain
working capital, equity capital or any other financial statement condition or
liquidity of the primary obligor so as to enable the primary obligor to pay such
Indebtedness or other obligation or (iv) as an account party in respect of any
letter of credit or letter of guaranty issued in support of such Indebtedness or
obligation; provided, that the term “Guaranty” shall not include
endorsements for collection or deposits in the ordinary course of business. The
amount of any Guaranty shall be deemed to be an amount equal to the stated or
determinable amount of the primary obligation in respect of which Guaranty is
made or, if not so stated or determinable, the maximum reasonably anticipated
liability in respect thereof (assuming such Person is required to perform
thereunder) as determined by such Person in good faith. The term “Guaranty” used
as a verb has a corresponding meaning.

             “Hazardous
Materials” shall mean all explosive or radioactive substances or wastes
and all hazardous or toxic substances, wastes or other pollutants, including
petroleum or petroleum distillates, asbestos or asbestos containing materials,
polychlorinated biphenyls, radon gas, infectious or medical wastes and all other
substances or wastes regulated pursuant to any Environmental Law.

             “Increasing
Lender” shall have the meaning set forth in Section 2.6(c).

             “Indebtedness”,
as applied to any Person, shall mean (without duplication) (i) all indebtedness
for borrowed money, whether or not evidenced by a promissory note, draft or
similar instrument, (ii) that portion of obligations with respect to Capital
Leases that is properly classified as a liability on a balance sheet in
conformity with GAAP, (iii) notes payable and drafts accepted representing
extensions of credit whether or not representing obligations for borrowed money,
(iv) any obligation owed for all or any part of the deferred purchase price of
property or services (other than accounts payable arising in the ordinary course
of business payable on terms customary in the trade), (v) all indebtedness
secured by any Lien on any property or asset owned or held by that Person
regardless of whether the indebtedness secured thereby shall have been assumed
by the Person or is nonrecourse to the credit of that Person (provided that in
the case of (a) indebtedness not assumed by such Person and (b) nonrecourse
debt, such indebtedness will be limited to the value of the asset securing such
indebtedness), (vi) any Contingent Obligations in respect of the Indebtedness of
a Person other than AESC or any of its Subsidiaries, (vii) Off-Balance Sheet
Liabilities and (viii) any undrawn amount under any outstanding letter of
credit, provided that when calculating the Indebtedness of AESC and its
Subsidiaries on a consolidated basis, such calculation of Indebtedness shall be
made without duplicating any items set forth in this definition of
“Indebtedness”. 





11


             “Indemnified
Taxes” shall mean Taxes other than Excluded Taxes.

             “Indemnitee”
shall have the meaning set forth in Section 11.3(b).

             “Interest
Period” shall mean with respect to any Eurodollar Borrowing, a period of
one, two or three months; provided, that: 


             (i)   the
  initial Interest Period for such Borrowing shall commence on the date of such
  Borrowing (including the date of any conversion from a Borrowing of another
  Type), and each Interest Period occurring thereafter in respect of such
  Borrowing shall commence on the day on which the next preceding Interest
  Period expires;


             (ii)   if
  any Interest Period would otherwise end on a day other than a Business Day,
  such Interest Period shall be extended to the next succeeding Business Day,
  unless such Business Day falls in another calendar month, in which case such
  Interest Period would end on the next preceding Business Day;


             (iii)   any
  Interest Period which 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
  such calendar month; and 


             (iv)   no
  Interest Period may extend beyond the Termination Date.

             “Issuing
Bank” shall mean Bank One, NA (or any subsidiary or affiliate thereof
designated by Bank One, NA and reasonably acceptable to AESC) in its capacity as
an issuer of Letters of Credit pursuant to Section 2.20.

             “LC
Commitment” shall mean that portion of the Aggregate Commitments that
may be used by a Borrower for the issuance of Letters of Credit in an aggregate
face amount up to, but not to exceed, $200,000,000.

             “LC
Disbursement” shall mean a payment made by the Issuing Bank pursuant to
a Letter of Credit.

             “LC
Documents” shall mean the Letters of Credit and all applications,
agreements and instruments relating to the Letters of Credit.

             “LC
Exposure” shall mean, at any time, the sum of (i) the aggregate undrawn
amount of all outstanding Letters of Credit at such time, plus (ii) the
aggregate amount of all LC Disbursements that have not been reimbursed by or on
behalf of the Borrowers at such time. The LC Exposure of any Lender shall be its
Pro Rata Share of the total LC Exposure at such time.

             “LC
Fee” shall mean a fee on the aggregate amount available to be drawn
under any Letter of Credit outstanding equal to the Applicable Margin in effect
for Eurodollar Rate Loans.





12


             “Lenders”
shall mean the Persons listed on Schedule I and any other Person that shall
become a party hereto pursuant to Section 2.6(c) or 2.21, other than any such
Person that ceases to be a party hereto pursuant to an Assignment and Acceptance
or Section 2.21.

             “Letter
of Credit” shall mean any stand-by letter of credit issued pursuant to
Section 2.20 by the Issuing Bank for the account of a Borrower pursuant to the
LC Commitment.

             “Leverage
Ratio” shall mean, as of any date of determination, the ratio for AESC
and its Subsidiaries on a consolidated basis of (i) Indebtedness as of such date
to (ii) the sum of (A) Indebtedness as of such date plus (B) Shareholders’
Equity as of such date; provided that the equity associated with
properties subject to “off-balance sheet” financing shall be included in clause
(B) hereof. 

             “LIBOR”
shall mean, for any applicable Interest Period with respect to any Eurodollar
Loan, the British Bankers’ Association Interest Settlement Rate per annum for
deposits in Dollars for a period equal to such Interest Period appearing on the
display designated as Page 3750 on the Dow Jones Markets Service (or such other
page on that service or such other service designated by the British Banker’s
Association for the display of such Association’s Interest Settlement Rates for
Dollar deposits) as of 11:00 a.m. (London, England time) on the day that is two
Business Days prior to the first day of the Interest Period or if such Page 3750
is unavailable for any reason at such time, the rate which appears on the
Reuters Screen ISDA Page as of such date and such time; provided, that if
the Administrative Agent determines that the relevant foregoing sources are
unavailable for the relevant Interest Period, LIBOR shall mean the rate of
interest determined by the Administrative Agent to be the average (rounded
upward, if necessary, to the nearest 1/1000th of 1%) of the rates per annum at
which deposits in Dollars are offered to the Administrative Agent two Business
Days preceding the first day of such Interest Period by leading banks in the
London interbank market as of 10:00 a.m. for delivery on the first day of such
Interest Period, for the number of days comprised therein and in an amount
comparable to the amount of the Eurodollar Loan of the Administrative Agent.


             “Lien”
shall mean any lien, mortgage, deed of trust, deed to secure debt, pledge,
security interest, charge or encumbrance of any kind (including any conditional
sale or other title retention agreement, any lease in the nature thereof, and
any agreement to give any security interest) on the property, assets, income or
revenue of AESC or its Subsidiaries.

             “Loan”
shall mean a loan made by a Lender to a Borrower under such Lender’s Commitment,
which may either be a Base Rate Loan or a Eurodollar Loan. 

             “Loan
Documents” shall mean, collectively, this Agreement, the Letters of
Credit, all Notices of Borrowing, all Notices of Conversion/Continuation and any
and all other instruments, agreements, documents and writings executed in
connection with any of the foregoing.

             “Material
Adverse Effect” shall mean, with respect to any event, act, condition or
occurrence of whatever nature (including any adverse determination in any
litigation, arbitration, or governmental investigation or proceeding), whether
singularly or in conjunction with any other event or events, act or acts,
condition or conditions, occurrence or occurrences whether or not related, a
material adverse change in, or a material adverse effect on (i) the
business, 





13


condition (financial or otherwise), operations or prospects of AESC
and its Subsidiaries taken as a whole, (ii) the ability of AESC to perform
its obligations under the Loan Documents (including with respect to
Article VIII of this Agreement), (iii) the rights and remedies of the
Administrative Agent, the Issuing Bank and the Lenders under any Loan Document
or (iv) the legality, validity or enforceability of any of the Loan
Documents.

             “Material
Subsidiary” shall mean, with respect to any Person, any Subsidiary of
such Person that constitutes at any time a “significant subsidiary” as such term
is defined in Regulation S-X of the SEC.

             “Material
Indebtedness” shall mean Indebtedness (other than the Loans) or
obligations in respect of one or more Rate Management Transactions, of any one
or more of either Borrower and its Subsidiaries in an aggregate principal amount
exceeding $25,000,000. For purposes of determining Material Indebtedness, the
“principal amount” of the obligations of any Borrower or any Subsidiary of such
Borrower in respect to any Rate Management Transaction at any time shall be the
maximum aggregate amount (after giving effect to any netting arrangements) that
such Borrower or such Subsidiary would be required to pay if such Rate
Management Transaction were terminated at such time.

             “Moody’s”
shall mean Moody’s Investors Service, Inc.

             “Multiemployer
Plan” shall have the meaning set forth in Section 4001(a)(3) of
ERISA.

             “Non-Recourse”
means, with respect to any Person as applied to any Indebtedness (or portion
thereof), that such Person is not directly or indirectly liable to make any
payments with respect to such Indebtedness (or portion thereof), other than to
the extent of recourse to such Person’s equity interests in the Person incurring
such Indebtedness (or any shareholder, partner, member or participant of such
Person) and that such Indebtedness (or portion thereof) is not secured by a Lien
on any asset of such Person other than such Person’s equity interests in the
Person incurring such Indebtedness or any shareholder, partner, member or
participant of such Person.

             “Notice
of Borrowing” shall have the meaning as set forth in Section
2.3.

             “Notice
of Conversion/Continuation” shall mean the notice given by either
Borrower to the Administrative Agent in respect of the conversion or
continuation of an outstanding Borrowing as provided in Section 2.5(b)
hereof.

             “Obligations”
shall mean all amounts owing by both Borrowers to the Administrative Agent, the
Issuing Bank or any Lender pursuant to or in connection with this Agreement or
any other Loan Document, including without limitation, all principal, interest
(including any interest accruing after the filing of any petition in bankruptcy
or the commencement of any insolvency, reorganization or like proceeding
relating to such Borrower, whether or not a claim for post-filing or
post-petition interest is allowed in such proceeding), all reimbursement
obligations, fees, expenses, indemnification and reimbursement payments, costs
and expenses (including all fees and expenses of counsel to the Administrative
Agent, the Issuing Bank and any Lender incurred pursuant to this Agreement or
any other Loan Document), whether direct or indirect, absolute or contingent,
liquidated or unliquidated, now existing or hereafter arising hereunder or 





14


thereunder, and all obligations and liabilities incurred in connection with
collecting and enforcing the foregoing, together with all renewals, extensions,
modifications or refinancings thereof.

             “Off-Balance
Sheet Liability” of a Person shall mean (i) any repurchase obligation or
liability of such Person with respect to accounts or notes receivable sold by
such Person, (ii) any liability under any Sale and Leaseback Transaction or any
lease leaseback transaction which is not a Capital Lease, (iii) any liability
under any so called “synthetic lease” transaction entered into by such Person,
and (iv) any obligation arising with respect to any other transaction if and to
the extent that such obligation is the functional equivalent of borrowing but
that does not constitute a liability on the balance sheet of such Person, but
excluding from this clause (iv) operating leases.

             “OSHA”
shall mean the Occupational Safety and Health Act of 1970, as amended from time
to time, and any successor statute.

             “Other
Taxes” shall mean any and all present or future stamp or documentary
taxes or any other excise or property taxes, charges or similar levies arising
from any payment made hereunder or from the execution, delivery or enforcement
of, or otherwise with respect to, this Agreement or any other Loan
Document.

             “Parent”
shall mean Allegheny Energy Inc.

             “Participant”
shall have the meaning set forth in Section 11.4(d).

             “Payment
Office” shall mean the office of the Administrative Agent located at Two
Penns Way, Suite 200, New Castle, Delaware 19720, or such other location as to
which the Administrative Agent shall have given written notice to AESC and the
other Lenders. 

             “PBGC”
shall mean the Pension Benefit Guaranty Corporation or any successor entity of
the United States to which the duties and powers of the Pension Benefit Guaranty
Corporation are transferred.

             “Permitted
Acquisitions” shall have the meaning set forth in Section
7.3(a)(ii).

             “Permitted
  Encumbrances” shall mean the following types of Liens (other than
  any Lien imposed pursuant to Section
401(a)(29) or 412(n) of the Internal Revenue Code or by ERISA): 


             (i)   
  Liens for taxes, assessments or governmental charges or claims the payment of
  which is not at the time required by Section 5.5;


             (ii)   Statutory
  and comparable common law Liens of landlords and Liens of carriers,
  warehousemen, mechanics, materialmen and other liens imposed by law incurred
  in the ordinary course of business for sums not yet delinquent or being
  contested in good faith, if such reserve or other appropriate provision, if
  any, as shall be required by GAAP shall have been made therefor;





15



             (iii)   Liens
  incurred or deposits made in the ordinary course of business in connection
  with workers’ compensation, unemployment insurance and other types of social
  security, or to secure the performance of tenders, statutory obligations,
  surety and appeal bonds, bids, leases, government contracts, performance and
  return of money bonds and other similar obligations (exclusive of obligations
  for the payment of borrowed money);


             (iv)   Any
  attachment or judgment Lien unless the judgment it secures shall, within 60
  days after the entry thereof, not have been discharged or execution thereof
  stayed pending appeal or shall not have been discharged within 60 days after
  the expiration of any such stay;


             (v)   Leases
  or subleases granted to others not interfering in any material respect with
  the business of AESC or any of its Subsidiaries;


             (vi)   Easements,
  rights-of-way, restrictions, minor defects or irregularities in title and
  other similar charges or encumbrances not interfering in any material respect
  with the ordinary conduct of the business of AESC and its Subsidiaries, taken
  as a whole;


             (vii)   Any
  lien on the interest or title of a lessor under any lease; 


             (viii)   Liens
  arising from filing UCC financing statements regarding leases; 


             (ix)   Liens
  on assets acquired if such Liens existed at the time of
acquisition;


             (x)   Liens
  arising from or in connection with purchase money financing; and


             (xi)   Setoff
  rights in deposit accounts, securities accounts, commodity accounts or trading
  positions held by banks, securities intermediaries, commodity intermediaries
  or counterparties in the ordinary course.

             “Permitted
Receivables Securitization” shall mean sales of accounts receivable
(including commodities contracts and other contracts) of AESC or any Subsidiary
of AESC in connection with an accounts receivable securitization
facility.

             “Person”
shall mean any individual, partnership, firm, corporation, association, joint
venture, limited liability company, trust or other entity, or any Governmental
Authority.

             “Plan”
shall mean any employee pension benefit plan (other than a Multiemployer Plan)
subject to the provisions of Title IV of ERISA or Section 412 of the Code or
Section 302 of ERISA, and in respect of which AESC or any ERISA Affiliate is
(or, if such plan were terminated, would under Section 4069 of ERISA be deemed
to be) an “employer” as defined in Section 3(5) of ERISA.

             “Preference
Security Dividend Requirements” shall mean the amount of pre-tax
earnings required to pay the dividends on outstanding preference securities. The
dividend requirement shall be computed as the amount of the dividend divided by
(1 minus the effective income tax rate applicable to continuing
operations).





16


             “Pro
Rata Share” shall mean with respect to any Lender at any time, a
percentage, the numerator of which shall be such Lender’s Commitment (or if such
Commitments have been terminated or expired or the Loans have been declared to
be due and payable, such Lender’s Loans or shares of Extensions of Credit funded
under such Commitment), and the denominator of which shall be the sum of such
Commitments of all Lenders (or if such Commitments have been terminated or
expired or the Loans have been declared to be due and payable, all Loans and
Extensions of Credit of all Lenders funded under such Commitments).

             “Public
Offering” shall mean an offering of common stock of any Person that is
required to be registered pursuant to an effective registration statement filed
by such Person under the Securities Act of 1933, as amended.

             “Rate
Management Transaction” shall mean any transaction (including an
agreement with respect thereto) now existing or hereafter entered into by AESC
or any of its Subsidiaries that is a rate swap, basis swap, forward rate
transaction, commodity swap, commodity option, equity or equity index swap,
equity or equity index option, bond option, interest rate option, foreign
exchange transaction, cap transaction, floor transaction, collar transaction,
forward transaction, currency swap transaction, cross currency rate swap
transaction, currency option or any other similar transaction (including any
option with respect to any of these transactions) or any combination thereof,
whether linked to one or more interest rates, foreign currencies, commodity
prices, equity prices or other financial measures. 

             “Regulation
D” shall mean Regulation D of the Board of Governors of the Federal
Reserve System, as the same may be in effect from time to time, and any
successor regulations.

             “Related
Parties” shall mean, with respect to any specified Person, such Person’s
Affiliates and the respective directors, officers, employees, agents and
advisors of such Person and such Person’s Affiliates.

             “Release”
means any release, spill, emission, leaking, dumping, injection, pouring,
deposit, disposal, discharge, dispersal, leaching or migration into the
environment (including ambient air, surface water, groundwater, land surface or
subsurface strata) or within any building, structure, facility or
fixture.

             “Request
for Issuance” shall mean a request for the issuance of Letter of Credit
(or any amendment, renewal or extension of an outstanding Letter of Credit) made
pursuant to Section 2.20 in the form of Exhibit B or a request transmitted
electronically through a computer system using the internet that is approved by
each of the Issuing Bank and the Administrative Agent in their sole
discretion).

             “Required
Lenders” shall mean, at any time, Lenders holding in excess of 50% of
the aggregate outstanding Commitments at such time unless the Commitments have
been terminated, in which case Required Lenders shall mean Lenders holding in
excess of 50% of the aggregate Loans and obligations to participate in LC
Disbursements at such time.

             “Requirement
of Law” for any Person shall mean the articles or certificate of
incorporation and bylaws or other organizational or governing documents of such
Person, and any law, treaty, rule or regulations, or determination of a
Governmental Authority, in each case 





17


applicable to or binding upon such Person
or any of its property or to which such Person or any of its property is
subject.

             “Responsible
Officer” shall mean any of the president, the chief executive officer,
the chief operating officer, the chief financial officer, the treasurer or a
vice president of AESC or AGC, as applicable, or such other representative of
AESC or AGC, as applicable, as may be designated in writing by any one of the
foregoing with the consent of the Administrative Agent; and, with respect to the
financial covenants only, the chief financial officer or the treasurer of
AESC.

             “Restricted
Junior Payment” shall mean (i) any dividend or other distribution,
direct or indirect, on account of any shares of any class of stock of AESC now
or hereafter outstanding, except a dividend payable solely in shares of that
class of stock to the holders of that class, (ii) any redemption, retirement,
sinking fund or similar payment, purchase or other acquisition for value, direct
or indirect, of any shares of any class of stock of AESC now or hereafter
outstanding, and (iii) any payment made to retire or to obtain the surrender of,
any outstanding warrants, options or other rights to acquire shares of any class
of stock of AESC now or hereafter outstanding. 

             “SEC”
shall mean the Securities and Exchange Commission.

             “S&P”
shall mean Standard & Poor’s.

             “Sale
and Leaseback Transaction” means any sale or other transfer of property
by any Person with the intent to lease such property as lessee.

             “Shareholder’s
Equity” shall mean, as of any date of determination, the consolidated
common equity (including common stock, additional paid in capital, retained
earnings and other comprehensive income), preferred stock, and minority
interests of AESC and its Subsidiaries. 

             “Special
Purpose Vehicle” shall mean a wholly-owned Subsidiary of AESC organized
in connection with the incurrence of one or more Off-Balance Sheet Liabilities
and engaged in one or more transactions relating to one or more facilities
(including the property, plant and equipment thereof) or other ancillary
property or assets now or to be owned by AESC or a Subsidiary of AESC and which
will not engage in any business (other than incidentally) except for (i)
operating or owning the business, facilities, properties or assets associated
directly or indirectly with power generating facilities currently owned by AESC
(or to be transferred to AESC from an Affiliate) or (ii) incurring Off-Balance
Sheet Liabilities, Liens and Indebtedness (in each case, related to the
underlying transaction) and making investments otherwise permitted by this
Agreement.

             “Subsidiary”
shall mean, with respect to any Person (for purposes of this definition, the
“parent”), any corporation, partnership, joint venture, limited liability
company, association or other entity the accounts of which would be consolidated
with those of the parent in the parent’s consolidated financial statements if
such financial statements were prepared in accordance with GAAP as of such date,
as well as any other corporation, partnership, joint venture, limited liability
company, association or other entity (i) of which securities or other ownership
interests representing more than 50% of the equity or more than 50% of the
ordinary voting power, or in 





18


the case of a partnership, more than 50% of the
general partnership interests are, as of such date, owned, controlled or held,
or (ii) that is, as of such date, otherwise controlled, by the parent or one or
more subsidiaries of the parent or by the parent and one or more subsidiaries of
the parent. 

             “Taxes”
shall mean any and all present or future taxes, levies, imposts, duties,
deductions, charges or withholdings imposed by any Governmental
Authority.

             “Termination
Date” shall mean the earlier to occur of (i) the date on which the
Commitments are terminated pursuant to Section 2.6(b) or 9.1 and (ii) the
Approved Termination Date.

             “Type”
refers to the distinction between Loans bearing interest at the Base Rate and
Loans bearing interest at the Adjusted LIBO Rate.

             “Utilization
Fee Rate” shall mean at all times during which any Applicable Rating
Level set forth below is in effect, the rate per annum set forth next to such
Applicable Rating Level:

			Applicable
Rating Level		Utilization Fee
Rate	
			
      

    		
      

    	
		 	 	1	 	 	0.125%	 
		 	 	2	 	 	0.125%	 
		 	 	3	 	 	0.125%	 
		 	 	4	 	 	0.125%	 
		 	 	5	 	 	0.250%	 
		 	 	6	 	 	0.250%	 



             “Withdrawal
Liability” shall mean liability to a Multiemployer Plan in an amount in
excess of $25,000,000 as a result of a complete or partial withdrawal from such
Multiemployer Plan, as such terms are defined in Part I of Subtitle E of Title
IV of ERISA.


SECTION 1.2. Classifications of Loans and
  Borrowings. 

             For
purposes of this Agreement, Borrowings also may be classified and referred to by
Type (e.g. “Eurodollar Borrowing”).


SECTION 1.3. Accounting Terms and
  Determination. 

             Unless
otherwise defined or specified herein, all accounting terms used herein shall be
interpreted, all accounting determinations hereunder shall be made, and all
financial statements required to be delivered hereunder shall be prepared, in
accordance with GAAP as in effect from time to time, applied on a basis
consistent with the most recent audited consolidated financial statement of AESC
delivered pursuant to Section 5.1(a); provided, that if AESC notifies the
Administrative Agent that it wishes to amend any covenant in Article VI to
eliminate the effect of any change in GAAP on the operation of such covenant (or
if the Administrative Agent notifies AESC that the Required Lenders wish to
amend Article VI for such purpose), then AESC’s compliance with such covenant
shall be determined on the basis of GAAP in effect immediately before the
relevant change in GAAP became effective, until either such notice is 





19


withdrawn
or such covenant is amended in a manner satisfactory to AESC and the Required
Lenders.


SECTION 1.4. Terms Generally.
  

             The
definitions of terms herein shall apply equally to the singular and plural forms
of the terms defined. Whenever the context may require, any pronoun shall
include the corresponding masculine, feminine and neuter forms. The words
“include”, “includes” and “including” shall be deemed to be followed by the
phrase “without limitation”. The word “will” shall be construed to have the same
meaning and effect as the word “shall”. In the computation of periods of time
from a specified date to a later specified date, the word “from” means “from and
including” and the word “to” means “to but excluding”. Unless the context
requires otherwise (i) any definition of or reference to any agreement,
instrument or other document herein shall be construed as referring to such
agreement, instrument or other document as it was originally executed or as it
may from time to time be amended, supplemented or otherwise modified (subject to
any restrictions on such amendments, supplements or modifications set forth
herein), (ii) any reference herein to any Person shall be construed to include
such Person’s successors and permitted assigns, (iii) the words “hereof”,
“herein” and “hereunder” and words of similar import shall be construed to refer
to this Agreement as a whole and not to any particular provision hereof, (iv)
all references to Articles, Sections, Exhibits and Schedules shall be construed
to refer to Articles, Sections, Exhibits and Schedules to this Agreement and (v)
all references to a specific time shall be construed to refer to the time in the
city and state of the Administrative Agent’s principal office, unless otherwise
indicated. 

ARTICLE II
AMOUNT AND TERMS OF THE
COMMITMENTS


SECTION 2.1. General Description of
  Facility.

             Subject
to and upon the terms and conditions herein set forth, (i) the Lenders hereby
establish in favor of the Borrowers a revolving credit facility pursuant to
which the Lenders severally agree (to the extent of each Lender’s Commitment) to
make Loans to (x) AESC in an amount not to exceed the aggregate Commitments in
accordance with Section 2.2, and (y) AGC in an amount not to exceed $100,000,000
in accordance with Section 2.2; (ii) the Issuing Bank agrees to issue Letters of
Credit in accordance with Section 2.20; and (iii) each Lender agrees to purchase
a participation interest in the Letters of Credit pursuant to the terms and
conditions hereof; provided, that in no event shall the aggregate
principal amount of all outstanding Loans and the LC Exposure exceed at any time
the Aggregate Commitments in effect at such time.


SECTION 2.2. Loans. 

             Subject
to the terms and conditions set forth herein, each Lender severally agrees (to
the extent of such Lender’s Commitment) to make Loans to the Borrowers, ratably
in proportion to its Pro Rata Share, from the date hereof until the Termination
Date, (i) with respect to Loans made to AGC only, in an aggregate principal
amount not exceeding such Lender’s Pro Rata Share of $100,000,000 (the
“AGC Commitment Limit”) and (ii) with respect to Loans made to
AESC, in an aggregate principal amount not exceeding such Lender’s Commitment.
AESC and 





20


AGC shall be entitled to borrow, prepay and reborrow Loans in
accordance with the terms and conditions of this Agreement; provided, that
neither Borrower may borrow or reborrow if a Default or Event of Default has
occurred and is continuing. At no time shall the aggregate Extensions of Credit
exceed the Aggregate Commitments.


SECTION 2.3. Procedure for Borrowings.
  

             The
applicable Borrower shall give the Administrative Agent written notice (or
telephonic notice promptly confirmed in writing) of each Borrowing substantially
in the form of Exhibit 2.3 attached hereto (a “Notice of
Borrowing”) (x) by 11:00 a.m. on the requested date of a Base Rate
Borrowing and (y) by 11:00 a.m. three Business Days prior to the requested date
of a Eurodollar Borrowing. Each Notice of Borrowing shall be irrevocable and
shall specify: (i) the aggregate principal amount of such Borrowing, (ii) the
date of such Borrowing (which shall be a Business Day), (iii) the Type of Loan
comprising such Borrowing and (iv) in the case of a Eurodollar Borrowing, the
duration of the initial Interest Period applicable thereto (subject to the
provisions of the definition of Interest Period). Each Borrowing shall consist
entirely of Base Rate Loans or Eurodollar Loans, as the applicable Borrower may
request, until such Borrower elects a different interest rate option under
Section 2.5. The aggregate principal amount of each Eurodollar Borrowing shall
be not less than $5,000,000 or a larger multiple of $1,000,000, and the
aggregate principal amount of each Base Rate Borrowing shall not be less than
$1,000,000 or a larger multiple of $100,000. Promptly following the receipt of
the Notice of Borrowing in accordance herewith, the Administrative Agent shall
advise each Lender of the details thereof and the amount of such Lender’s Loan
to be made as part of the requested Borrowing.


SECTION 2.4. Funding of
  Borrowings.

             (a)   Each
Lender will make available the Loan to be made by it hereunder on the proposed
date thereof by wire transfer in immediately available funds by 11:00 a.m. in
the case of a Eurodollar Loan, or by 1:00 p.m. in the case of a Base Rate Loan,
to the Administrative Agent at the Payment Office. If by (A) 5:00 p.m. on the
Business Day preceding such proposed date in the case of a Eurodollar Loan or
(B) 11:00 a.m. on such proposed date in the case of a Base Rate Loan, the
applicable Borrower has met all of the conditions precedent, set forth in
Sections 3.1 and 3.2 of the Agreement, the Administrative Agent will make such
Loans available to such Borrower by initiating a wire transfer by 12:00 noon in
the case of a Eurodollar Loan, or by 2:00 p.m. in the case of a Base Rate Loan,
on such proposed date to an account designated by such Borrower to the
Administrative Agent.

             (b)   Unless
the Administrative Agent shall have been notified by any Lender prior to (A)
5:00 p.m. one Business Day prior to the date of a Eurodollar Borrowing or (B)
12:00 noon on the date of a Base Rate Borrowing in which such Lender is
participating that such Lender will not make available to the Administrative
Agent such Lender’s share of such Borrowing, the Administrative Agent may assume
that such Lender has made such amount available to the Administrative Agent on
such date, and the Administrative Agent, in reliance on such assumption,
may make available to the applicable Borrower on such
date a corresponding amount. If such corresponding amount is not in fact made
available to the Administrative Agent by such Lender on the date of such
Borrowing, the Administrative Agent shall be entitled to recover such
corresponding amount on demand from such Lender together with interest at the 





21


Federal Funds Rate for up to two days and thereafter at the rate specified for
such Borrowing. If such Lender does not pay such corresponding amount forthwith
upon the Administrative Agent’s demand therefor, the Administrative Agent shall
promptly notify the applicable Borrower, and such Borrower shall immediately pay
such corresponding amount to the Administrative Agent together with interest at
the rate specified for such Borrowing. Nothing in this subsection shall be
deemed to relieve any Lender from its obligation to fund its Pro Rata Share of
any Borrowing hereunder or to prejudice any rights which any Borrower may have
against any Lender as a result of any default by such Lender
hereunder.

             (c)   All
Borrowings shall be made by the Lenders on the basis of their respective Pro
Rata Shares. No Lender shall be responsible for any default by any other Lender
in its obligations hereunder, and each Lender shall be obligated to make its
Loans provided to be made by it hereunder, regardless of the failure of any
other Lender to make its Loans hereunder.


SECTION 2.5. Interest
  Elections.

             (a)   Each
Borrowing initially shall be of the Type specified in the Notice of Borrowing,
and in the case of a Eurodollar Borrowing, shall have an initial Interest Period
as specified in such Notice of Borrowing. Thereafter, the applicable Borrower
may elect to convert such Borrowing into a different Type or to continue such
Borrowing, and in the case of a Eurodollar Borrowing, may elect Interest Periods
therefor, all as provided in this Section. Such Borrower may elect different
options with respect to different portions of the affected Borrowing, in which
case each such portion shall be allocated ratably among the Lenders holding
Loans comprising such Borrowing, and the Loans comprising each such portion
shall be considered a separate Borrowing. At no time shall the total number of
Eurodollar Borrowings outstanding exceed four. 

             (b)   To
make an election pursuant to this Section, the applicable Borrower shall give
the Administrative Agent prior written notice (or telephonic notice promptly
confirmed in writing) of each Borrowing (a “Notice of
Conversion/Continuation”) that is to be converted or continued, as the
case may be, (x) by 1:00 p.m. on the requested date of a conversion into a Base
Rate Borrowing and (y) by 11:00 a.m. three Business Days prior to a continuation
of or conversion into a Eurodollar Borrowing. Each such Notice of
Conversion/Continuation shall be irrevocable and shall specify (i) the Borrowing
to which such Notice of Continuation/Conversion applies and if different options
are being elected with respect to different portions thereof, the portions
thereof that are to be allocated to each resulting Borrowing (in which case the
information to be specified pursuant to clauses (iii) and (iv) shall be
specified for each resulting Borrowing); (ii) the effective date of the election
made pursuant to such Notice of Continuation/Conversion, which shall be a
Business Day, (iii) whether the resulting Borrowing is to be a Base Rate
Borrowing or a Eurodollar Borrowing; and (iv) if the resulting Borrowing is to
be a Eurodollar Borrowing, the Interest Period applicable thereto after giving
effect to such election, which shall be a period contemplated by the definition
of “Interest Period”. If any such Notice of Continuation/Conversion requests a
Eurodollar Borrowing but does not specify an Interest Period, the applicable
Borrower shall be deemed to have selected an Interest Period of one month. The
principal amount of any resulting Borrowing shall satisfy the minimum borrowing
amount for Eurodollar Borrowings and Base Rate Borrowings set forth in Section
2.3.





22


             (c)   If,
on the expiration of any Interest Period in respect of any Eurodollar Borrowing,
the applicable Borrower shall have failed to deliver a Notice of
Conversion/Continuation, then, unless such Borrowing is repaid as provided
herein, such Borrower shall be deemed to have elected to convert such Borrowing
to a Base Rate Borrowing. No Borrowing may be converted into, or continued as, a
Eurodollar Borrowing if a Default or an Event of Default has occurred and is
continuing, unless the Administrative Agent and each of the Lenders shall have
otherwise consented in writing. No conversion of any Eurodollar Loans shall be
permitted except on the last day of the Interest Period in respect thereof.


             (d)   Upon
receipt of any Notice of Conversion/Continuation, the Administrative Agent shall
promptly notify each Lender of the details thereof and of such Lender’s Pro Rata
Share of each resulting Borrowing.


SECTION 2.6. Changes of
  Commitments.

             (a)   All
Commitments hereunder shall terminate on the Termination Date.

             (b)   Upon
at least three Business Days’ prior written notice (or telephonic notice
promptly confirmed in writing) to the Administrative Agent (which notice shall
be irrevocable), AESC (x) may reduce the unused portion of the Commitments
in part or terminate such Commitments in whole and (y) may reduce the
unused portion of the AGC Commitment Limit in part or terminate such AGC
Commitment Limit in whole; provided, that in the case of any reduction of
the Commitments under clause (x), (i) any partial reduction shall apply to
reduce proportionately and permanently the Commitment of each Lender and (ii)
any partial reduction pursuant to this Section 2.6 shall be in an amount of at
least $5,000,000 and any larger multiple of $1,000,000. Any reduction in the
Aggregate Commitments under clause (x) shall result in a proportional reduction
in the LC Commitment. Once terminated, a Commitment or the AGC Commitment Limit,
as the case may be, may not be reinstated.

             (c)   Increase
of Commitments.


             (i)   Requests
  for Increase by Company. AESC may, for a period of 45 days after the date
  hereof, by notice to the Administrative Agent, propose that the aggregate
  amount of the Commitments be increased (each such proposed increase being a
  “Commitment Increase”), effective as of a date (the
  “Commitment Increase Date”) that shall be specified in such
  notice and that shall be prior to the Approved Termination Date; provided
  that 



             (A)   the
    proposed Commitment Increase in respect of the Commitment of either
    (i) any Increasing Lender or (ii) any Assuming Lender for each
    Commitment Increase Date shall be in the aggregate amount of $10,000,000 or
    a multiple of $1,000,000 in excess thereof, provided that the minimum
    amount of the Commitment of any Assuming Lender shall be
    $15,000,000,



             (B)   in
    no event shall the aggregate amount of the Commitments hereunder, and under
    the 3-Year credit agreement, dated as of the date hereof, among AESC, the
    Lenders named therein, Citibank, as administrative agent, and Bank One, as
    issuer of letters of credit, at any time exceed
$1,000,000,000,





23




             (C)   no
    Default shall have occurred and be continuing on such Commitment Increase
    Date or shall result from the proposed Commitment Increase,
and



             (D)   the
    representations and warranties contained in Article IV shall be correct
    on and as of the Commitment Increase Date as if made on and as of such
    date.

The Administrative Agent shall notify the Lenders of
a proposed Commitment Increase promptly upon its receipt of any notice from AESC
with respect to such proposed Commitment Increase. It shall be in each Lender’s
sole discretion whether to increase its Commitment hereunder in connection with
any proposed Commitment Increase. No later than ten Business Days (or such
longer period as AESC and the Administrative Agent shall agree) after its
receipt of AESC’s notice proposing a Commitment Increase, each Lender that is
willing to increase its Commitment hereunder (each such Lender being an
“Increasing Lender”) shall deliver to the Administrative Agent a
notice in which such Lender shall set forth the maximum increase in its
Commitment to which such Lender is willing to agree, and the Administrative
Agent shall promptly provide to the Company a copy of such Increasing Lender’s
notice. 


             (ii)   Acceptance
  of Commitment Increase by AESC. If agreement is reached prior to the
  relevant Commitment Increase Date with any Increasing Lenders and Assuming
  Lenders, if any, as to a Commitment Increase (the amount of which may be less
  than (subject to the limitation set forth in clause (i)(A) of this
  Section 2.6(c)) but not greater than that amount specified in the applicable
  notice from AESC), AESC shall deliver, no later than three Business Days prior
  to such Commitment Increase Date, a notice thereof in reasonable detail to the
  Administrative Agent (and the Administrative Agent shall give notice thereof
  to the Lenders, including any Assuming Lenders). The Assuming Lenders, if any,
  shall become Lenders hereunder as of such Commitment Increase Date, and the
  Commitments of any Increasing Lenders and such Assuming Lenders shall be
  increased as of such Commitment Increase Date; provided
that:



             (x)
    the Administrative Agent shall have received on or prior to 9:00 a.m.,
    New York City time, on such Commitment Increase Date a certificate of a duly
    authorized officer of AESC stating that each of the applicable conditions to
    such Commitment Increase set forth in this Section 2.6(e) has been
    satisfied;



             (y)
    with respect to each Assuming Lender, the Administrative Agent shall have
    received, on or prior to 9:00 a.m., New York City time, on such
    Commitment Increase Date, an appropriate Assumption Agreement in
    substantially the form of Exhibit E, duly executed by such Assuming Lender
    and AESC; and



             (z)
    each Increasing Lender shall have delivered to the Administrative Agent, on
    or prior to 9:00 a.m., New York City time, on such Commitment Increase
    Date, confirmation in writing satisfactory to the Administrative Agent as to
    its increased Commitment, with a copy of such confirmation to
    AESC.





24




             (iii)   Recordation.
    Upon receipt by the Administrative Agent of confirmation from a Lender that
    it is increasing its Commitment hereunder, together with the certificate
    referred to in clause (ii)(x) above, the Administrative Agent shall (A)
    record the information contained therein in the appropriate records
    maintained by the Administrative Agent and (B) give prompt notice
    thereof to AESC. Upon receipt by the Administrative Agent of an Assumption
    Agreement executed by an Assuming Lender, together with the certificate
    referred to in clause (ii)(x) above, the Administrative Agent shall, if
    such Assumption Agreement has been completed and is in substantially the
    form of Exhibit C, (x) accept such Assumption Agreement,
    (y) record the information contained therein in the appropriate records
    maintained by the Administrative Agent and (z) give prompt notice
    thereof to AESC.



             (iv)   Adjustments
    of Borrowings upon Effectiveness of Increase. In the event that the
    Administrative Agent shall have received notice from AESC as to any
    agreement with respect to a Commitment Increase on or prior to the relevant
    Commitment Increase Date and the actions provided for in clauses (ii)(x)
    through (ii)(z) above shall have occurred by 9:00 a.m., New York City
    time, on such Commitment Increase Date, the Administrative Agent shall
    notify the Lenders (including any Assuming Lenders) of the occurrence of
    such Commitment Increase Date promptly on such date by facsimile
    transmission or electronic messaging system. On the date of such increase,
    the Borrowers shall each prepay their respective then outstanding Loans (if
    any) in full, and shall simultaneously borrow new Loans hereunder in an
    amount equal to such prepayment, so that, after giving effect thereto, the
    Loans of the respective Lenders to each Borrower are held ratably by the
    Lenders in accordance with their respective Commitments (after giving effect
    to such Commitment Increases). Prepayments made under this clause (iv) shall
    not be subject to the notice requirements of Section 2.9.


SECTION 2.7. Repayment of
  Loans.

             The
outstanding principal amount of all Loans shall be due and payable (together
with accrued and unpaid interest thereon) on the Termination Date.


SECTION 2.8. Evidence of
  Indebtedness.

             (a)   Each
Lender shall maintain in accordance with its usual practice appropriate records
evidencing the indebtedness of each Borrower to such Lender resulting from each
Loan made by such Lender from time to time, including the amounts of principal
and interest payable thereon and paid to such Lender from time to time under
this Agreement. The Administrative Agent shall maintain appropriate records in
which shall be recorded (i) the Commitment, (ii) the amount of each
Loan made thereunder by each Lender, the Type thereof and the Interest Period
applicable thereto, (iii) the date of each continuation thereof pursuant to
Section 2.5, (iv) the date of each conversion of all or a portion thereof to
another Type pursuant to Section 2.5, (v) the date and amount of any principal
or interest due and payable or to become due and payable from each Borrower to
each Lender hereunder in respect of such Loans and (vi) both the date and amount
of any sum received by the Administrative Agent hereunder from each Borrower in
respect of the Loans and each Lender’s Pro Rata Share thereof. The entries made
in such records shall be prima facie evidence of the existence and
amounts of the obligations of the applicable Borrower 





25


therein recorded;
provided, that the failure or delay of any Lender or the Administrative
Agent in maintaining or making entries into any such record or any error therein
shall not in any manner affect the obligation of the applicable Borrower to
repay the Loans (both principal and unpaid accrued interest) of such Lender in
accordance with the terms of this Agreement.

             (b)   At
the request of any Lender at any time, each Borrower agrees that it will execute
and deliver to such Lender a note, in form and substance mutually acceptable to
the Administrative Agent and the Borrower, payable to the order of such
Lender.


SECTION 2.9. Optional Prepayments.
  

             Each
Borrower shall have the right at any time and from time to time to prepay any
Borrowing, in whole or in part, without premium or penalty, by giving
irrevocable written notice (or telephonic notice promptly confirmed in writing)
to the Administrative Agent no later than (i) in the case of prepayment of any
Eurodollar Borrowing, 11:00 a.m. not less than three Business Days prior to any
such prepayment, and (ii) in the case of any prepayment of any Base Rate
Borrowing, by 11:00 a.m. on the date of such prepayment. Each such notice shall
be irrevocable and shall specify the proposed date of such prepayment and the
principal amount of each Borrowing or portion thereof to be prepaid. Upon
receipt of any such notice, the Administrative Agent shall promptly notify each
affected Lender of the contents thereof and of such Lender’s Pro Rata Share of
any such prepayment. If such notice is given, the aggregate amount specified in
such notice shall be due and payable on the date designated in such notice,
together with accrued interest to such date on the amount so prepaid in
accordance with Section 2.10; provided, that if a Eurodollar Borrowing is
prepaid on a date other than the last day of an Interest Period applicable
thereto, the applicable Borrower shall also pay all amounts required pursuant to
Section 2.16. Each partial prepayment of any Loan shall be in an amount that
would be permitted in the case of an advance of a Borrowing of the same Type
pursuant to Section 2.3. Each prepayment of a Borrowing shall be applied ratably
to the Loans comprising such Borrowing. 


SECTION 2.10. Interest on
  Loans.

             (a)   Each
Borrower shall pay interest on each Eurodollar Loan made to such Borrower at the
Adjusted LIBO Rate for the applicable Interest Period in effect for such Loan
plus the Applicable Margin in effect from time to time, and on each Base
Rate Loan at the Base Rate plus the Applicable Margin in effect from time
to time.

             (b)   While
an Event of Default has occurred and is continuing or after acceleration, at the
option of the Required Lenders, each Borrower shall pay interest (“Default
Interest”) with respect to all Eurodollar Loans made to such Borrower at
the rate otherwise applicable for the then current Interest Period plus an
additional 2% per annum until the last day of such Interest Period, and
thereafter, and with respect to all Base Rate Loans and all other Obligations
hereunder (other than Loans), at an all in rate in effect for Base Rate Loans,
plus an additional 2% per annum.

             (c)   Interest
on the principal amount of all Loans shall accrue from and including the date
such Loans are made to but excluding the date of any repayment thereof. Interest
on all 





26


outstanding Base Rate Loans shall be payable quarterly in arrears on the
last day of each fiscal quarter of AESC and on the Termination Date. Interest on
all outstanding Eurodollar Loans shall be payable on the last day of each
Interest Period applicable thereto, and on the Termination Date. Interest on any
Loan that is converted into a Loan of another Type or that is repaid or prepaid
shall be payable on the date of such conversion or on the date of any such
repayment or prepayment (on the amount repaid or prepaid) thereof. All Default
Interest shall be payable on demand.

             (d)   The
Administrative Agent shall determine each interest rate applicable to the Loans
hereunder and shall promptly notify AESC and the Lenders of such rate in writing
(or by telephone, promptly confirmed in writing). Any such determination shall
be conclusive and binding for all purposes, absent manifest error.


SECTION 2.11. Fees.

             (a)   AESC
shall pay to the Administrative Agent for its own account fees in the amounts
and at the times previously agreed upon by it in the Fee Letter. 

             (b)   AESC
shall pay to the Administrative Agent for the account of each Lender a facility
fee on each Lender’s Commitment, regardless of usage, from the date hereof in
the case of each initial Lender and from the effective date specified in the
Assignment and Acceptance pursuant to which it became a Lender in the case of
each other Lender payable at a rate per annum equal to the Facility Fee Rate,
until the Termination Date, payable on the last day of each March, June,
September and December and on the Termination Date.

             (c)   AESC
shall pay to the Administrative Agent for the account of each Lender a
utilization fee on each Lender’s Commitment at any time the aggregate amount of
all Extensions of Credit made hereunder exceeds 33% of the Aggregate
Commitments. The utilization fee shall be payable at a rate per annum equal to
the Utilization Fee Rate, payable on the last day of each March, June, September
and December and on the Termination Date.

             (d)   AESC
shall pay to the Administrative Agent for the account of each Lender (including,
without limitation the Issuing Bank in its capacity as Lender) the LC Fee on
each Lender’s Pro Rata Share of the average daily amount of the sum of the
undrawn stated amounts of all Letters of Credit outstanding on each such day,
from the date hereof until the later to occur of the Termination Date and the
date that no Letters of Credit are outstanding, payable on the last day of each
March, June, September and December and on the later to occur of the Termination
Date and the date that no Letters of Credit are outstanding. In addition, AESC
shall pay to the Administrative Agent for the account of the Issuing Bank (i) a
fronting fee on the average daily amount of the sum of the undrawn amounts of
all Letters of Credit outstanding on each such day, from the date hereof until
the later to occur of the Termination Date and the date that no Letters of
Credit are outstanding, payable on the last day of each March, June, September
and December and on such later date, at a rate equal to .15% per annum, and (ii)
such documentary and processing charges in connection with the issuance,
amendment, renewal or extension of, and each draw under, each Letter of Credit
in accordance with the Issuing Bank’s standard schedule for such charges as in
effect from time to time. 





27



SECTION 2.12. Computation of Interest and
  Fees.

             All
computations of interest and fees hereunder shall be made on the basis of a year
of 360 days for the actual number of days (including the first day but excluding
the last day) occurring in the period for which such interest or fees are
payable (to the extent computed on the basis of days elapsed). Each
determination by the Administrative Agent of an interest amount or fee hereunder
shall be made in good faith and, except for manifest error, shall be final,
conclusive and binding for all purposes. 


SECTION 2.13. Inability to Determine Interest
  Rates. 

             If
prior to the commencement of any Interest Period for any Eurodollar Borrowing,



             (i)   the
  Administrative Agent shall have determined (which determination shall be
  conclusive and binding upon each Borrower) that, by reason of circumstances
  affecting the relevant interbank market, adequate means do not exist for
  ascertaining LIBOR for such Interest Period, or 


             (ii)   the
  Administrative Agent shall have received notice from the Required Lenders that
  the Adjusted LIBO Rate does not adequately and fairly reflect the cost to such
  Lenders of making, funding or maintaining their Eurodollar Loans for such
  Interest Period,

the Administrative Agent shall give written notice
(or telephonic notice, promptly confirmed in writing) to AESC and to the Lenders
as soon as practicable thereafter. Until the Administrative Agent shall notify
AESC and the Lenders that the circumstances giving rise to such notice no longer
exist, (i) the obligations of the Lenders to make Eurodollar Loans or to
continue or convert outstanding Loans as or into Eurodollar Loans shall be
suspended and (ii) all such affected Loans shall be converted into Base Rate
Loans on the last day of the then current Interest Period applicable thereto
unless the applicable Borrower prepays such Loans in accordance with this
Agreement. Unless the applicable Borrower notifies the Administrative Agent at
least one Business Day before the date of any Eurodollar Borrowing for which a
Notice of Borrowing has previously been given that it elects not to borrow on
such date, then such Borrowing shall be made as a Base Rate Borrowing.



SECTION 2.14. Illegality.


             If
any Change in Law shall make it unlawful or impossible for any Lender to make,
maintain or fund any Eurodollar Loan and such Lender shall so notify the
Administrative Agent, the Administrative Agent shall promptly give notice
thereof to AESC and the other Lenders, whereupon until such Lender notifies the
Administrative Agent and AESC that the circumstances giving rise to such
suspension no longer exist, the obligation of such Lender to make Eurodollar
Loans, or to continue or convert outstanding Loans as or into Eurodollar Loans,
shall be suspended. In the case of the making of a Eurodollar Borrowing, such
Lender’s Loan shall be made as a Base Rate Loan as part of the same Borrowing
for the same Interest Period and if the affected Eurodollar Loan is then
outstanding, such Loan shall be converted to a Base Rate Loan either (i) on the
last day of the then current Interest Period applicable to such Eurodollar Loan if such
Lender may lawfully continue to maintain such Loan to such date or (ii)
immediately if 





28


such Lender shall determine that it may not lawfully continue to
maintain such Eurodollar Loan to such date. Notwithstanding the foregoing, the
affected Lender shall, prior to giving such notice to the Administrative Agent,
designate a different Applicable Lending Office if such designation would avoid
the need for giving such notice and if such designation would not otherwise be
disadvantageous to such Lender in the good faith exercise of its
discretion.


SECTION 2.15. Increased
  Costs.

             (a)   If
any Change in Law shall:


             (i)   impose,
  modify or deem applicable any reserve, special deposit or similar requirement
  that is not otherwise included in the determination of the Adjusted LIBO Rate
  hereunder against assets of, deposits with or for the account of, or credit
  extended by, any Lender or the Issuing Bank (each a “Claimant”)
  (except any such reserve requirement reflected in the Adjusted LIBO Rate); or
  


             (ii)   impose
  on any Claimant or the eurodollar interbank market any other condition
  affecting this Agreement or any Eurodollar Loans or other Extension of Credit
  made by such Claimant, excluding any change in Excluded Taxes;

and the result of the foregoing is to increase the
cost to such Claimant of making, converting into, continuing or maintaining a
Eurodollar Loan or other Extension of Credit or to increase the cost to such
Claimant or to reduce the amount received or receivable by such Claimant
hereunder (whether of principal, interest or any other amount), then the
applicable Borrower shall promptly pay, upon written notice from and demand by
such Claimant on such Borrower (with a copy of such notice and demand to the
Administrative Agent), to the Administrative Agent for the account of such
Claimant, within five Business Days after the date of such notice and demand,
additional amount or amounts sufficient to compensate such Claimant for such
additional costs incurred or reduction suffered. 

             (b)   If
any Claimant shall have determined that on or after the date of this Agreement
any Change in Law regarding capital requirements has or would have the effect of
reducing the rate of return on such Claimant’s capital (or on the capital of
such Claimant’s parent corporation) as a consequence of its obligations
hereunder to a level below that which such Claimant or such Claimant’s parent
corporation could have achieved but for such Change in Law (taking into
consideration such Claimant’s policies or the policies of such Claimant’s parent
corporation with respect to capital adequacy) then, from time to time, within
five Business Days after receipt by the applicable Borrower of written demand by
such Claimant (with a copy thereof to the Administrative Agent), such Borrower
shall pay to such Claimant such additional amounts as will compensate such
Claimant or such Claimant’s parent corporation for any such reduction suffered.


             (c)   A
certificate of a Claimant setting forth the amount or amounts necessary to
compensate such Claimant or such Claimant’s parent corporation, as the case may
be, specified in paragraph (a) or (b) of this Section shall be delivered to the
applicable Borrower (with a copy to the Administrative Agent) and shall be
conclusive, absent manifest error. Such Borrower shall pay any such Lender such
amount or amounts within 10 days after receipt thereof.





29


             (d)   Failure
or delay on the part of any Claimant to demand compensation pursuant to this
Section shall not constitute a waiver of such Claimant’s right to demand such
compensation.


SECTION 2.16. Funding Indemnity.
  

             In
the event of (i) the payment of any principal of a Eurodollar Loan other than on
the last day of the Interest Period applicable thereto (including as a result of
an Event of Default), (ii) the conversion or continuation of a Eurodollar Loan
other than on the last day of the Interest Period applicable thereto, (iii) the
failure by any Borrower to borrow, prepay, convert or continue any Eurodollar
Loan on the date specified in any applicable notice (regardless of whether such
notice is withdrawn or revoked), or (iv) any repayment of all or any portion of
any Eurodollar Borrowing other than on the last day of an Interest Period
therefor as a result of a request by the Borrower for a Commitment Increase
pursuant to Section 2.6(c) and a resulting adjustment of outstanding Borrowings
as among Lenders under paragraph (iv) of such Section, then, in any such event,
such Borrower shall compensate each Lender, within five Business Days after
written demand from such Lender, for any loss, cost or expense attributable to
such event. In the case of a Eurodollar Loan, such loss, cost or expense shall
be deemed to include an amount determined by such Lender to be the
excess, if any, of (A) the amount of interest that would have accrued on the
principal amount of such Eurodollar Loan if such event had not occurred at the
Adjusted LIBO Rate applicable to such Eurodollar Loan for the period from the
date of such event to the last day of the then current Interest Period therefor
(or in the case of a failure to borrow, convert or continue, for the period that
would have been the Interest Period for such Eurodollar Loan) over (B) the
amount of interest that would accrue on the principal amount of such Eurodollar
Loan for the same period if the Adjusted LIBO Rate were set on the date such
Eurodollar Loan was prepaid or converted or the date on which such Borrower
failed to borrow, convert or continue such Eurodollar Loan. A certificate as to
any additional amount payable under this Section 2.16 submitted to such Borrower
by any Lender (with a copy to the Administrative Agent) shall be conclusive,
absent manifest error.


SECTION 2.17. Taxes.

             (a)   Any
and all payments by or on account of any obligation of each Borrower hereunder
shall be made free and clear of and without deduction for any Indemnified Taxes
or Other Taxes; provided, that if any Borrower shall be required to
deduct any Indemnified Taxes or Other Taxes from such payments, then (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) the Administrative Agent, the Issuing Bank or any Lender (as the
case may be) shall receive an amount equal to the sum it would have received had
no such deductions been made, (ii) such Borrower shall make such deductions and
(iii) such Borrower shall pay the full amount deducted to the relevant
Governmental Authority in accordance with applicable law.

             (b)   In
addition, each Borrower shall pay any Other Taxes to the relevant Governmental
Authority in accordance with applicable law.

             (c)   The
applicable Borrower shall indemnify the Administrative Agent, the Issuing Bank
and each Lender, within five Business Days after written demand therefor, for
the full 





30


amount of any Indemnified Taxes or Other Taxes paid by the
Administrative Agent, the Issuing Bank or such Lender, as the case may be, not
otherwise paid by such Borrower, on or with respect to any payment by or on
account of any obligation of such Borrower hereunder (including Indemnified
Taxes or Other Taxes imposed or asserted on or attributable to amounts payable
under this Section) and any penalties, interest and reasonable expenses arising
therefrom or with respect thereto, whether or not such Indemnified Taxes or
Other Taxes were correctly or legally imposed or asserted by the relevant
Governmental Authority. A certificate as to the amount of such payment or
liability delivered to the applicable Borrower by a Lender, the Issuing Bank or
by the Administrative Agent on its own behalf or on behalf of a Lender, shall be
conclusive absent manifest error.

             (d)   As
soon as practicable after any payment of Indemnified Taxes or Other Taxes by any
Borrower to a Governmental Authority, such Borrower shall deliver to the
Administrative Agent the original or a certified copy of a receipt issued by
such Governmental Authority evidencing such payment, a copy of the return
reporting such payment or other evidence of such payment reasonably satisfactory
to the Administrative Agent.

             (e)   Any
Foreign Lender and if applicable, the Issuing Bank, that is entitled to an
exemption from or reduction of withholding tax under the Code or any treaty to
which the United States is a party, with respect to payments under this
Agreement shall deliver to AESC (with a copy to the Administrative Agent), at
the time or times prescribed by applicable law, such properly completed and
executed documentation prescribed by applicable law or reasonably requested by
any Borrower as will permit such payments to be made without withholding or at a
reduced rate. Without limiting the generality of the foregoing, each Foreign
Lender, or the Issuing Bank, agrees that it will deliver to the Administrative
Agent, the Issuing Bank and AESC (or in the case of a Participant, to the Lender
from which the related participation shall have been purchased), as appropriate,
two duly completed copies of (i) Internal Revenue Service Form W-8 ECI, or any
successor form thereto, certifying that the payments received from any Borrower
hereunder are effectively connected with such Foreign Lender’s or the Issuing
Bank’s conduct of a trade or business in the United States; or (ii) Internal
Revenue Service Form W-8 BEN, or any successor form thereto, certifying that
such Foreign Lender or the Issuing Bank is entitled to benefits under an income
tax treaty to which the United States is a party which reduces the rate of
withholding tax on payments of interest; or (iii) Internal Revenue Service Form
W-8 BEN, or any successor form prescribed by the Internal Revenue Service,
together with a certificate (A) establishing that the payment to the Foreign
Lender qualifies as “portfolio interest” exempt from U.S. withholding tax under
Code section 871(h) or 881(c), and (B) stating that (1) the Foreign Lender or
the Issuing Bank is not a bank for purposes of Code section 881(c)(3)(A), or the
obligation of any Borrower hereunder is not, with respect to such Foreign Lender
or the Issuing Bank, a loan agreement entered into in the ordinary course of its
trade or business, within the meaning of that section; (2)
the Foreign Lender or the Issuing Bank is not a 10% shareholder of either
Borrower within the meaning of Code section 871(h)(3) or 881(c)(3)(B); and (3)
the Foreign Lender or the Issuing Bank is not a controlled foreign corporation
that is related to either Borrower within the meaning of Code section
881(c)(3)(C); or (iv) such other Internal Revenue Service forms as may be
applicable to the Foreign Lender, including Forms W-8 IMY or W-8 EXP. Each such
Foreign Lender or the Issuing Bank shall deliver to AESC, the Issuing Bank and
the Administrative Agent such forms on or before the date that it becomes a
party to this Agreement (or in the case of a Participant, on or before the date
such Participant purchases the 





31


related participation). In addition, each such
Foreign Lender shall deliver such forms promptly upon the obsolescence or
invalidity of any form previously delivered by such Foreign Lender. Each such
Foreign Lender shall promptly notify AESC, the Issuing Bank and the
Administrative Agent at any time that it determines that it is no longer in a
position to provide any previously delivered certificate to AESC (or any other
form of certification adopted by the Internal Revenue Service for such purpose).



SECTION 2.18. Payments Generally; Pro Rata
  Treatment; Sharing of Setoffs. 

             (a)   Each
Borrower shall make each payment required to be made by it hereunder (whether of
principal, interest, fees or of amounts payable under Section 2.15, 2.16 or
2.17, or otherwise) prior to 12:00 noon, on the date when due, in immediately
available funds, free and clear of any defenses, rights of setoff, counterclaim,
or withholding or deduction of taxes. Any amounts received after such time on
any date may be deemed to have been received on the next succeeding Business Day
for purposes of calculating interest thereon. All such payments shall be made to
the Administrative Agent at the Payment Office, except that payments pursuant to
Sections 2.15, 2.16 and 2.17 and 11.3 shall be made directly to the Persons
entitled thereto. The Administrative Agent shall distribute any such payments
received by it for the account of any other Person to the appropriate recipient
promptly following receipt thereof. If any payment hereunder shall be due on a
day that is not a Business Day, the date for payment shall be extended to the
next succeeding Business Day, and, in the case of any payment accruing interest,
interest thereon shall be made payable for the period of such extension. All
payments hereunder shall be made in Dollars.

             (b)   If
at any time insufficient funds are received by and available to the
Administrative Agent to pay fully all amounts of principal, interest and fees
then due hereunder, such funds shall be applied (i) first, towards payment of
interest and fees then due hereunder, ratably among the parties entitled thereto
in accordance with the amounts of interest and fees then due to such parties,
and (ii) second, towards payment of principal ratably among the parties entitled
thereto in accordance with the amounts of principal then due to such
parties.

             (c)   If
any Lender shall, by exercising any right of setoff or counterclaim or
otherwise, obtain payment in respect of any principal of or interest on any of
its Loans or an account of a Borrower’s reimbursement obligations in respect of
such Lender’s participation in an LC Disbursement, that would result in such
Lender receiving payment of a greater proportion of the aggregate amount of its
Loans and accrued interest thereon than the proportion received by any other
Lender, then the Lender receiving such greater proportion shall purchase (for
cash at face value) participations in the Loans and such reimbursement
obligations of other Lenders to the extent necessary so that the benefit of all
such payments shall be shared by the Lenders ratably in accordance with the
aggregate amount of principal of and accrued interest on their respective Loans;
provided, that (i) if any such participations are purchased and all or
any portion of the payment giving rise thereto is recovered, such participations
shall be rescinded and the purchase price restored to the extent of such
recovery, without interest, and (ii) the provisions of this paragraph shall not
be construed to apply to any payment made by any Borrower pursuant to and in
accordance with the express terms of this Agreement or any payment obtained by a
Lender as consideration for the assignment of or sale of a participation in any
of its Loans to any assignee or participant, other than to any Borrower or any
Subsidiary or Affiliate thereof (as to which the 





32


provisions of this paragraph
shall apply). Each Borrower consents to the foregoing and agrees, to the extent
it may effectively do so under applicable law, that any Lender acquiring a
participation pursuant to the foregoing arrangements may exercise against such
Borrower rights of setoff and counterclaim with respect to such participation as
fully as if such Lender were a direct creditor of such Borrower in the amount of
such participation.

             (d)   Unless
the Administrative Agent shall have received notice from any Borrower prior to
the date on which any payment is due to the Administrative Agent for the account
of the Lenders hereunder that such Borrower will not make such payment, the
Administrative Agent may assume that such Borrower has made such payment on such
date in accordance herewith and may, in reliance upon such assumption,
distribute to the Lenders the amount or amounts due. In such event, if such
Borrower has not in fact made such payment, then each of the Lenders severally
agrees to repay to the Administrative Agent forthwith on demand the amount so
distributed to such Lender with interest thereon, for each day from and
including the date such amount is distributed to it to but excluding the date of
payment to the Administrative Agent, at the greater of the Federal Funds
Effective Rate and a rate determined by the Administrative Agent in accordance
with banking industry rules on interbank compensation.

             (e)   If
any Lender shall fail to make any payment required to be made by it pursuant to
Section 2.18(d) or 11.3(d), then the Administrative Agent may, in its discretion
(notwithstanding any contrary provision hereof), apply any amounts thereafter
received by the Administrative Agent for the account of such Lender to satisfy
such Lender’s obligations under such Sections until all such unsatisfied
obligations are fully paid.


SECTION 2.19. Mitigation of Obligations.
  

             If
any Lender requests compensation under Section 2.15, or if either Borrower is
required to pay any additional amount to any Lender or any Governmental
Authority for the account of any Lender pursuant to Section 2.17, then such
Lender shall use reasonable efforts to designate a different lending office for
funding or booking its Loans hereunder or to assign its rights and obligations
hereunder to another of its offices, branches or affiliates, if, in the sole
judgment of such Lender, such designation or assignment (i) would eliminate or
reduce amounts payable under Section 2.15 or Section 2.17, as the case may be,
in the future and (ii) would not subject such Lender to any unreimbursed cost or
expense and would not otherwise be disadvantageous to such Lender. The Borrowers
hereby agree to pay all costs and expenses incurred by any Lender in connection
with such designation or assignment.


SECTION 2.20. Letters of
  Credit.

             (a)   The
Issuing Bank, in reliance upon the agreements of the other Lenders pursuant to
Section 2.20(d), agrees to issue, at the request of either Borrower, Letters of
Credit for the account of such Borrower and to make LC Disbursements payable in
accordance with the terms and conditions of Letters of Credit issued hereunder,
all on the terms and conditions set forth herein; provided, that (i) each Letter
of Credit shall expire no later than the date that is five Business Days prior
to the Termination Date; (ii) each Letter of Credit shall be in a stated amount
no less than $100,000; (iii) no Borrower may request any Letter of Credit, if,
after giving effect to such issuance the aggregate LC Exposure would exceed the
LC Commitment; (iv) AGC 





33


may not request any Letter of Credit that would result
in the Extensions of Credit made to it to exceed the AGC Commitment Limit; and
(v) no Borrower may request any Letter of Credit that would cause the aggregate
amount of all Extensions of Credit to exceed the Aggregate Commitments. Upon the
issuance of each Letter of Credit each Lender shall be deemed to, and hereby
irrevocably and unconditionally agrees to, purchase from the Issuing Bank
without recourse a participation in such Letter of Credit equal to such Lender’s
Pro Rata Share of the aggregate amount available to be drawn under such Letter
of Credit. Each issuance of a Letter of Credit shall be deemed to utilize the
Commitment of each Lender by an amount equal to the amount of such
participation.

             (b)   To
request the issuance of a Letter of Credit (or any amendment, renewal or
extension of an outstanding Letter of Credit), the applicable Borrower shall
give the Issuing Bank and the Administrative Agent an irrevocable Request for
Issuance by delivering such Request for Issuance to both the Issuing Bank and
the Administrative Agent not later than 1:00 p.m. (Central time) one Business
Day prior to the requested date of such issuance (or amendment, renewal or
extension, as the case may be). In addition to the satisfaction of the
conditions in Article III (the satisfaction of which the Issuing Bank shall have
no duty to ascertain), the issuance of each Letter of Credit (or any amendment
that increases the amount of a Letter of Credit) will be subject to the further
conditions that such Letter of Credit shall be in such form and contain such
terms as the Issuing Bank shall approve and that the applicable Borrower shall
have executed and delivered to the Issuing Bank such application or
reimbursement agreement, and/or such other instruments and agreements relating
to such Letter of Credit, if any, as the Issuing Bank may have reasonably
requested. In the event of any conflict between the terms of any such
application, agreement or instrument and the terms of this Agreement, the terms
of this Agreement shall control. At the request of any Borrower, any Letter of
Credit may be issued designating a subsidiary of such Borrower as a nominal
account party in respect of such Letter of Credit, but no such designation shall
in any manner limit or impair, or relieve such Borrower of, the obligations of
such Borrower, hereunder or of AESC under Article VIII and in respect of such
Letter of Credit, it being understood and agreed that, as among the several
parties to this Agreement, the applicable Borrower shall at all times have all
of the rights and be subject to all of the obligations, duties and
responsibilities of an account party with respect to each letter of Credit
whether or not such Letter of Credit refers to such Borrower as the account
party with respect to such Letter of Credit.

             (c)   Unless
the Issuing Bank has received notice from the Administrative Agent on or before
1:00 p.m (Central time) on the requested date of such issuance (or amendment,
renewal or extension, as the case may be) directing the Issuing Bank not to
issue the Letter of Credit because such issuance (or amendment, renewal or
extension, as the case may be) is not then permitted hereunder because of the
limitations set forth in Section 2.20(a) or that one or more conditions
specified in Article III are not then satisfied, then, subject to the terms and
conditions of this Section 2.20, the Issuing Bank shall, on the requested date,
issue such Letter of Credit (or amendment, renewal or extension, as the case may
be) in accordance with the Issuing Bank’s usual and customary business
practices, and provide notice and a copy thereof to the Administrative
Agent.

             (d)   The
Issuing Bank shall examine all documents purporting to represent a demand for
payment under a Letter of Credit promptly following its receipt thereof. The
responsibility of 





34


the Issuing Bank to the applicable Borrower and each Lender
shall be only to determine that the documents (including each demand for
payment) delivered under each Letter of Credit in connection with such
presentment shall be in conformity in all material respects with such Letter of
Credit, and the Issuing Bank shall endeavor to exercise the same care in the
issuance and administration of the Letters of Credit as it does with respect to
letters of credit in which no participations are granted. The Issuing Bank shall
promptly notify the applicable Borrower and the Administrative Agent of each
demand for payment under a Letter of Credit and whether the Issuing Bank has
made or will make a LC Disbursement thereunder; provided, that any
failure to give or delay in giving such notice shall not relieve the applicable
Borrower of its obligation to reimburse the Issuing Bank and the Lenders with
respect to such LC Disbursement. Such Borrower shall be irrevocably and
unconditionally obligated to reimburse the Issuing Bank for any LC Disbursements
paid by the Issuing Bank in respect of such drawing, without presentment, demand
or other formalities of any kind. Unless such Borrower shall have notified the
Issuing Bank and the Administrative Agent prior to 10:00 a.m. (Central time) on
the Business Day immediately prior to the date on which such drawing is honored
that such Borrower intends to reimburse the Issuing Bank for the amount of such
drawing in funds other than from the proceeds of Loans, such Borrower shall be
deemed to have timely given a Notice of Borrowing to the Administrative Agent
requesting the Lenders to make a Base Rate Borrowing on the date on which such
drawing is honored in an exact amount due to the Issuing Bank; provided,
that for purposes solely of such Borrowing, the conditions precedents set forth
in Section 3.2 hereof shall not be applicable. The Administrative Agent shall
notify the Lenders of such Borrowing in accordance with Section 2.3, and each
Lender shall make the proceeds of its Base Rate Loan included in such Borrowing
available to the Administrative Agent for the account of the Issuing Bank in
accordance with Section 2.8. The proceeds of such Borrowing shall be applied
directly by the Administrative Agent to reimburse the Issuing Bank for such LC
Disbursement.

             (e)   If
for any reason a Base Rate Borrowing may not be (as determined in the sole
discretion of the Administrative Agent), or is not, made in accordance with the
foregoing provisions, then each applicable Lender (other than the Issuing Bank)
shall be obligated to fund the participation that such Lender purchased pursuant
to subsection (a) in an amount equal to its Pro Rata Share of such LC
Disbursement on and as of the date which such Base Rate Borrowing should have
occurred. Each Lender’s obligation to fund its participation shall be absolute
and unconditional and shall not be affected by any circumstance, including
without limitation (i) any setoff, counterclaim, recoupment, defense or other
right that such Lender or any other Person may have against any beneficiary of a
Letter of Credit, the Issuing Bank or any other Person for any reason
whatsoever, (ii) the existence of a Default or an Event of Default or the
termination of the Commitments, (iii) any adverse change in the condition
(financial or otherwise) of any Borrower or any of its Subsidiaries, (iv) any
breach of this Agreement by any Borrower or any other Lender, (v) any amendment,
renewal or extension of any Letter of Credit or (vi) any other circumstance,
happening or event whatsoever, whether or not similar to any of the foregoing.
On the date that such participation is required to be funded, each Lender shall
promptly transfer, in immediately available funds, the amount of its
participation to the Administrative Agent for the account of the Issuing Bank.
Whenever, at any time after the Issuing Bank has received from any such Lender
the funds for its participation in a LC Disbursement, the Issuing Bank (or the
Administrative Agent on its behalf) receives any payment on account thereof, the
Administrative Agent or the Issuing Bank, as the case may be, will distribute to
such Lender its Pro Rata Share of such payment; provided, that if such
payment is required to be returned for any reason to any 





35


Borrower making such
payment or to a trustee, receiver, liquidator, custodian or similar official in
any bankruptcy proceeding, such Lender will return to the Administrative Agent
or the Issuing Bank any portion thereof previously distributed by the
Administrative Agent or the Issuing Bank to it.

             (f)   To
the extent that any Lender shall fail to pay any amount required to be paid
pursuant to subsection (d) of this Section 2.20 on the due date therefor,
such Lender shall pay interest to the Issuing Bank (through the Administrative
Agent) on such amount from such due date to the date such payment is made at a
rate per annum equal to the Federal Funds Rate; provided,
that if such Lender shall fail to make such payment to the Issuing Bank within
three Business Days of such due date, then, retroactively to the due date, such
Lender shall be obligated to pay Default Interest on such amount.

             (g)   If
any Event of Default shall occur and be continuing, on the Business Day that any
Borrower receives notice from the Administrative Agent or the Required Lenders
demanding the deposit of cash collateral pursuant to this paragraph, such
Borrower shall deposit in an account with the Administrative Agent, in the name
of the Administrative Agent and for the benefit of the Issuing Bank and the
Lenders, an amount in cash equal to the LC Exposure as of such date plus any
accrued and unpaid fees thereon; provided, that the obligation to deposit
such cash collateral shall become effective immediately, and such deposit shall
become immediately due and payable, without demand or notice of any kind, upon
the occurrence of any Event of Default with respect to any Borrower described in
clause (g) or (h) of Section 9.1. Such deposit shall be held by the
Administrative Agent as collateral for the payment and performance of the
obligations of such Borrower under this Agreement. The Administrative Agent
shall have exclusive dominion and control, including the exclusive right of
withdrawal, over such account. Each Borrower agrees to execute any documents
and/or certificates to effectuate the intent of this paragraph. Other than any
interest earned on the investment of such deposits, which investments shall be
made at the option and sole discretion of the Administrative Agent and at the
Borrowers’ risk and expense, such deposits shall not bear interest. Interest and
profits, if any, on such investments shall accumulate in such account. Moneys in
such account shall applied by the Administrative Agent to reimburse the Issuing
Bank for LC Disbursements for which it had not been reimbursed and to the extent
so applied, shall be held for the satisfaction of the reimbursement obligations
of the applicable Borrower for the LC Exposure at such time or, if the maturity
of the Loans has been accelerated, with the consent of the Required Lenders, be
applied to satisfy other obligations of the applicable Borrower under this
Agreement. If any Borrower is required to provide an amount of cash collateral
hereunder as a result of the occurrence of an Event of Default, such amount (to
the extent not so applied as aforesaid) shall be returned to such Borrower with
three Business Days after all Events of Default have been cured or
waived.

             (h)   Promptly
following the end of each fiscal quarter, the Issuing Bank shall deliver
(through the Administrative Agent) to each Lender and the applicable Borrower a
report describing the aggregate Letters of Credit outstanding at the end of such
fiscal quarter. Upon the request of any Lender from time to time, the Issuing
Bank shall deliver to such Lender any other information reasonably requested by
such Lender with respect to each Letter of Credit then outstanding.





36


             (i)   The
Borrowers’ obligations to reimburse LC Disbursements hereunder shall be
absolute, unconditional and irrevocable and shall be performed strictly in
accordance with the terms of this Agreement under all circumstances whatsoever
and irrespective of any of the following circumstances:


             (i)   Any
  lack of validity or enforceability of any Letter of Credit or this
  Agreement;


             (ii)   The
  existence of any claim, set-off, defense or other right which any Borrower or
  any Lender or any Subsidiary or Affiliate of any Borrower or any Lender may
  have at any time against a beneficiary or any transferee of any Letter of
  Credit (or any Persons or entities for whom any such beneficiary or transferee
  may be acting), any Lender (including the Issuing Bank) or any other Person,
  whether in connection with this Agreement or the Letter of Credit or any
  document related hereto or thereto or any unrelated transaction;



             (iii)   Any
  draft or other document presented under a Letter of Credit proving to be
  forged, fraudulent or invalid in any respect or any statement therein being
  untrue or inaccurate in any respect;


             (iv)   Payment
  by the Issuing Bank under a Letter of Credit against presentation of a draft
  or other document to the Issuing Bank that does not comply with the terms of
  such Letter of Credit;


             (v)   Any
  error, omission, interruption or delay in transmission, dispatch or delivery
  of any message or advice, however transmitted, in connection with any Letter
  of Credit;


             (vi)   Any
  other event or circumstance whatsoever, whether or not similar to any of the
  foregoing, that might, but for the provisions of this Section, constitute a
  legal or equitable discharge of, or provide a right of setoff against, either
  Borrower’s obligations hereunder; or


             (vii)   The
  existence of a Default or an Event of Default.

             (j)   Each
Letter of Credit shall be subject to (i) either (as selected by the Issuing Bank
from time to time) (A) the Uniform Customs and Practices for Documentary Credits
(1993 Revision), International Chamber of Commerce Publication No. 500, as the
same may be amended from time to time, or (B) the International Standby
Practices 1998 (ISP98), International Chamber of Commerce Publication No. 590,
as the same may be amended from time to time, and (ii) to the extent not
inconsistent therewith, the governing law of this Agreement set forth in Section
11.5.

             (k)   Neither
the Administrative Agent, the Issuing Bank, the Lenders nor any Related Party of
any of the foregoing shall have any liability or responsibility by reason of or
in connection with the issuance or transfer of any Letter of Credit or any
payment or failure to make any payment thereunder (irrespective of any of the
circumstances referred to above), or any error, omission, interruption, loss or
delay in transmission or delivery of any draft, notice or 





37


other communication
under or relating to any Letter of Credit (including any document required to
make a drawing thereunder), any error in interpretation of technical terms or
any consequence arising from causes beyond the control of the Issuing Bank;
provided, that the foregoing shall not be construed to excuse the Issuing
Bank from liability to any Borrower to the extent of any direct damages (as
opposed to consequential damages, claims in respect of which are hereby waived
by the Borrower to the extent permitted by applicable law) suffered by such
Borrower that are caused by either (x) the Issuing Bank’s gross negligence or
willful misconduct (as finally determined by a court of competent jurisdiction)
when determining whether drafts or other documents presented under a Letter of
Credit comply with the terms thereof, or (y) the Issuing Bank’s failure to pay
under any Letter of Credit after the presentation to it of a request strictly
complying with the terms and conditions of such Letter of Credit. In furtherance
of the foregoing and without limiting the generality thereof, the parties agree
that, with respect to documents presented that appear on their face to be in
substantial compliance with the terms of a Letter of Credit, the Issuing Bank
may, in its sole discretion, either accept and make payment upon such documents
without responsibility for further investigation, regardless of any notice or
information to the contrary, or refuse to accept and make payment upon such
documents if such documents are not in strict compliance with the terms of such
Letter of Credit.

             (l)   AESC
hereby agrees to indemnify and hold harmless each Lender, the Issuing Bank and
the Administrative Agent, and their respective directors, officers, agents and
employees from and against any and all claims and damages, losses, liabilities,
costs or expenses which such Lender, the Issuing Bank or the Administrative
Agent may incur (or that may be claimed against such Lender, the Issuing Bank or
the Administrative Agent by any Person whatsoever) by reason of or in connection
with the issuance, execution and delivery or transfer of or payment or failure
to pay under any Letter of Credit or any actual or proposed use of any Letter of
Credit, including, without limitation, any claims, damages, losses, liabilities,
costs or expenses which the Issuing Bank may incur by reason of or in connection
with (i) the failure of any other Lender to fulfill or comply with its
obligations to the Issuing Bank hereunder (but nothing herein contained shall
affect any rights AESC may have against any defaulting Lender) or (ii) by
reason of or on account of the Issuing Bank issuing any Letter of Credit that
specifies that the term “Beneficiary” included therein includes any successor by
operation of law of the named Beneficiary, but which Letter of Credit does not
require that any drawing by any such successor Beneficiary be accompanied by a
copy of a legal document, satisfactory to the Issuing Bank, evidencing the
appointment of such successor Beneficiary; provided that AESC shall not
be required to indemnify any Lender, the Issuing Bank or the Administrative
Agent for any claims, damages, losses, liabilities, costs or expenses to the
extent, but only to the extent, caused by (x) the willful misconduct or gross
negligence of the Issuing Bank (as finally determined by a court of competent
jurisdiction) or (y) the Issuing Bank’s failure to pay under any Letter of
Credit after the presentation to it of a request strictly complying with the
terms and conditions of such Letter of Credit. Nothing in this Section 2.20(l)
is intended to limit the obligations of AESC under any other provision of this
Agreement.

             (m)   Each
Lender hereby agrees to indemnify, ratably in accordance with its Pro Rata
Share, the Issuing Bank, its affiliates and their respective directors,
officers, agents and employees (to the extent not reimbursed by AESC) against
any cost, expense (including reasonable counsel fees and disbursements), claim,
demand, action, loss or liability (except such as result from such indemnitees’
gross negligence or willful misconduct or the Issuing Bank’s 





38


failure to pay
under any Letter of Credit after the presentation to it of a request strictly
complying with the terms and conditions of such Letter of Credit) that such
Findemnitees may suffer or incur in connection with this Section 2.20 or any
action taken or omitted by such indemnitees hereunder.


SECTION 2.21. Extension of Termination
  Date

             (a)   If
the Approved Termination Date has been extended to the 364th day after the date
of this Agreement, as contemplated by the definition of “Approved
Termination Date,” then at least 45 but not more than 60 days prior to the then applicable Approved
Termination Date, AESC may, by delivering a written notice to the Administrative
Agent (with such notice being irrevocable), and subject to the conditions set
forth in this Section, request that the Approved Termination Date be extended
for a period of 364 days, commencing on the Approved Termination Date then in
effect. The Administrative Agent shall notify each Lender of such request
promptly upon its receipt of such notice and shall request that each Lender
respond to such request by notifying the Administrative Agent in writing of its
consent to (with such consent being irrevocable), or rejection of, the requested
extension no earlier than 30 but no later than 20 days preceding the then
applicable Termination Date (or if such day is not a Business Day, the next
preceding Business Day). The Agent shall notify AESC in writing, of the Lenders’
decisions no later than 15 days prior to such Approved Termination Date. If any
Lender shall not have consented to the requested extension within the time
period specified in the preceding sentence, such Lender shall be deemed to have
rejected such request. 

             (b)   Subject
to subsection (c) below, the extension requested under subsection (a) above
shall be effective on the Approved Termination Date (the “Extension
Date”) if (i) on such date no Default shall have occurred and be
continuing or would occur as a result of such extension, (ii) Lenders
having Commitments representing not less than 51% of the Commitments of all
Lenders shall have consented in writing to such extension as provided in
subsection (a) above (such Lenders, collectively, the “Consenting
Lenders”), and (iii) on or prior to the proposed Extension Date
shall have delivered to the Administrative Agent (A) a certificate of a
duly authorized officer of each Borrower, dated such date, as to the accuracy,
both before and after giving effect to such proposed extension, of the
representations and warranties set forth in Article IV and as to the
absence, both before and after giving effect to such proposed extension, of any
Default, (B) certified copies of all corporate and governmental approvals,
if any, required to be obtained by each Borrower in connection with such
extension and (C) an opinion or opinions of counsel to AESC as to such
matters as the Administrative Agent or any Lender, through the Administrative
Agent, may reasonably request.

             (c)   Subject
to satisfaction of the conditions set forth in subsection (b) above, the
Commitment of each Consenting Lender shall be extended for a period of 364 days
commencing on the Extension Date. The Commitment of any Lender that rejected or
was deemed to have rejected the Borrower’s request to extend the Termination
Date (such Lenders, collectively, the “Declining Lenders”) shall
automatically terminate on the Extension Date, and AESC shall repay on the
Extension Date in full on such date all Advances extended by such Declining
Lender and all other amounts payable to such Declining Lender under this
Agreement.





39


             (d)   If
the extension requested pursuant to 2.21(a) has been granted and the conditions
set forth in 2.21(b) have been met, AESC may, for a period of 45 days following
the Extension Date, accept Commitments from Eligible Assignees (each, a
“New Lender”) in an amount not greater than the sum of
(i) the Commitments of all Declining Lenders plus (ii) the aggregate
amount of all decreases in the Commitments of the Consenting Lenders.

             (e)   Each
New Lender shall deliver a signature page hereto indicating that it is bound by
the terms hereof and setting forth its Commitment hereunder. Such new signature
page shall constitute a part hereof upon acceptance by the Administrative
Agent.

             (f)   Each
Consenting Lender and each New Lender will be deemed to have consented to an
amendment that replaces all references in this Agreement to AESC’s audited
financial statements for the fiscal year ended December 31, 2001 (as such
references may be further amended) with references to AESC’s audited year-end
financial statements most recently delivered to the Lenders under this
Agreement.

ARTICLE III
CONDITIONS PRECEDENT TO
EXTENSIONS OF CREDIT


SECTION 3.1. Conditions To Initial Extensions
  of Credit. 

             The
obligations of the Lenders and the Issuing Bank to make Extensions of Credit
shall not become effective until the date on which each of the following
conditions is satisfied (or waived in accordance with Section 11.2).

             (a)   The
  Administrative Agent, the Lenders and the Issuing Bank shall have received all
  fees and other amounts due and payable on or prior to the date of the initial
  Extension of Credit, including reimbursement or payment of all out-of-pocket
  expenses (including reasonable fees, charges and disbursements of counsel to the Administrative
  Agent) required to be reimbursed or paid by the Borrowers hereunder, under any
  other Loan Document and under the Fee Letter.


               (b)   The
  Administrative Agent (or its counsel) shall have received the following (each
  of which, unless otherwise specified, shall be dated on or as of a single date
  occurring on or before the date of the Initial Extension of
Credit):



             (i)   a
    counterpart of this Agreement signed by or on behalf of each party hereto or
    written evidence satisfactory to the Administrative Agent (which may include
    a facsimile transmission of a signed signature page of this Agreement) that
    such party has signed a counterpart of this Agreement;



             (ii)   if
    requested by any Lender, a duly executed note payable to such
    Lender;



             (iii)   a
    certificate of the Secretary of each Borrower, attaching and certifying
    copies of its operating agreement or by-laws and of the resolutions of its
    boards of directors or members, authorizing the execution, delivery and
    performance of the Loan 





40




Documents to which it is a party and certifying the
    name, title and true signature of each officer of such Borrower executing
    the Loan Documents; 



             (iv)   certified
    copies of the certificate of organization or other charter documents of each
    Borrower, together with certificates of good standing or existence, as may
    be available from the Secretary of State of the jurisdiction of formation of
    such Borrower and each other jurisdiction where such Borrower is required to
    be qualified to do business as a foreign corporation except for any such
    jurisdiction where the failure to so qualify shall not have a Material
    Adverse Effect;



             (v)   a
    written opinion of (i) Sullivan & Cromwell, or other counsel to the
    Borrowers acceptable to the Administrative Agent and (ii) in-house counsel
    for the Borrowers, in each case, addressed to the Administrative Agent, the
    Issuing Bank and each of the Lenders, and covering such matters relating to
    the Borrowers, the Loan Documents and the transactions contemplated therein
    as the Administrative Agent, the Issuing Bank or the Required Lenders shall
    reasonably request;



             (vi)   a
    certificate, dated as of the date hereof, and signed by a Responsible
    Officer of each Borrower, confirming compliance with the conditions set
    forth in paragraphs (a) and (b) of Section 3.2;



             (vii)   certified
    copies of all consents, approvals, authorizations, registrations and filings
    and orders required or advisable to be made or obtained under any
    Requirement of Law, or by any Contractual Obligation of each Borrower, in
    connection with the execution, delivery, performance, validity and
    enforceability of the Loan Documents or any of the transactions contemplated
    thereby, and such consents, approvals, authorizations, registrations,
    filings and orders shall be in full force and effect and all applicable
    waiting periods shall have expired; 



             (viii)   copies
    of the audited consolidated financial statements for AESC and its
    Subsidiaries for the Fiscal Years ending December 31, 2000 and December 31,
    2001, including balance sheets, income and cash flow statements audited by
    independent certified public accountants of recognized national standing and
    prepared in conformity with GAAP, and such other financial information as
    the Lenders may reasonably request; and



             (ix)   Certification
    by AESC that its obligations under (i) the credit agreement, dated as
    of April 27, 2001 with Citibank as administrative agent, (ii) the
    credit agreement, dated as of April 20, 2001 with SunTrust Bank as
    administrative agent, (iii) the first amended and restated letter of
    credit facility agreement, dated as of July 18, 2001, with ABN AMRO
    Bank N.V. as administrative agent, and (iv) the letter agreement, dated
    March 16, 2001, between AESC and Bank One, NA have been paid in full,
    and that all letters of credit outstanding under each of the foregoing
    agreements shall be terminated on or before the date of the Initial
    Extension of Credit.





41



SECTION 3.2. Each Extension of
  Credit.

             The
obligation of each Lender and the Issuing Bank to make any Extension of Credit
is subject to the satisfaction of the following conditions:


               (a)   at
  the time of and immediately after giving effect to such Extension of Credit,
  no Default or Event of Default shall have occurred and be continuing or would
  result from the making of such Extension of Credit; and 


               (b)   all
  representations and warranties set forth in the Loan Documents (other than in
  the case of a Loan the proceeds of which are being used to repay commercial
  paper, the representation and warranty set forth in the last sentence of
  Section 4.4) shall be true and correct in all material respects on and as of
  the date of such Extension of Credit before and after giving effect
  thereto;


               (c)   the
  Administrative Agent shall have received such other documents, certificates,
  information or legal opinions as the Administrative Agent, the Issuing Bank or
  the Required Lenders may reasonably request, all in form and substance
  reasonably satisfactory to the Administrative Agent or the Required Lenders.
  


             Each
Extension of Credit (as well as each submission of a request for an Extension of
Credit) shall be deemed to constitute a representation and warranty by the
applicable Borrower on the date thereof as to the matters specified in
paragraphs (a) and (b) of this Section 3.2.


SECTION 3.3. Delivery of Documents.
  

             All
of the Loan Documents, certificates, legal opinions and other documents and
papers referred to in this Article III, unless otherwise specified, shall be
delivered to the Administrative Agent for the account of each of the Lenders
and, in sufficient counterparts or copies for each of the Lenders and the
Issuing Bank and shall be in form and substance satisfactory in all respects to
the Administrative Agent.

ARTICLE IV
REPRESENTATIONS AND
WARRANTIES

             Each
Borrower represents and warrants to the Administrative Agent, the Issuing Bank
and each Lender as follows:


SECTION 4.1. Existence; Power.
  

             Each
Borrower and each of its Subsidiaries (i) is duly organized, validly existing
and in good standing as a limited liability company or corporation under the
laws of the jurisdiction of its organization, (ii) has all requisite power and
authority to carry on its business as now conducted, and (iii) is duly qualified
to do business, and is in good standing, in each jurisdiction where such
qualification is required, except where a failure to be so qualified could not
reasonably be expected to result in a Material Adverse Effect. 





42



SECTION 4.2. Organizational Power;
  Authorization. 

             The
execution, delivery and performance by each Borrower of the Loan Documents are
within such Borrower’s organizational powers and have been duly authorized by
all necessary organizational, and if required, member action. This Agreement has
been duly executed and delivered by such Borrower, and constitutes a valid and
binding obligation of the Borrowers, enforceable against them in accordance with
its terms, except as may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium, or similar laws affecting the enforcement of
creditors’ rights generally and by general principles of equity.


SECTION 4.3. Governmental Approvals; No
  Conflicts. 

             The
execution, delivery and performance by each Borrower of this Agreement, and of
the other Loan Documents to which it is a party (i) do not require any consent
or approval of, registration or filing with, or any action by, any Governmental
Authority, except those as have been obtained or made and are in full force and
effect, or where the failure to do so could not reasonably be expected to have a
Material Adverse Effect, (ii) will not violate any applicable law, rule or
regulation or the charter, certificate of formation, bylaws, limited liability
company agreement, or other organizational documents of any Borrower or any of
its Subsidiaries or any judgment, order or ruling of any Governmental Authority,
(iii) will not violate or result in a default under any indenture, material
agreement or other material instrument binding on any Borrower or any of its
Subsidiaries or any of its assets or give rise to a right thereunder to require any
payment to be made by any Borrower or any of its Subsidiaries and (iv) will not
result in the creation or imposition of any Lien on any asset of any Borrower or
any of its Subsidiaries.


SECTION 4.4. Financial Statements.
  

             AESC
has furnished to each Lender the audited consolidated balance sheet of AESC and
its Subsidiaries as of December 31, 2000 and December 31, 2001 and the related
consolidated statements of income, shareholders’ equity and cash flows for the
fiscal year then ended audited by PricewaterhouseCoopers. Such financial
statements fairly present the consolidated financial condition of AESC and its
Subsidiaries as of such dates and the consolidated results of operations for
such periods in conformity with GAAP consistently applied, subject to year-end
audit adjustments. Since December 31, 2001, there have been no changes with
respect to AESC and its Subsidiaries that have had or could reasonably be
expected to have, singly or in the aggregate, a Material Adverse Effect;
provided, that changes in AESC’s trading positions arising in the
ordinary course of business shall be viewed in the aggregate rather than on an
individual trading position basis.


SECTION 4.5. Litigation and Environmental
  Matters.


               (a)   No
  litigation, investigation or proceeding of or before any arbitrators or
  Governmental Authorities is pending against or, to the knowledge of any
  Borrower, threatened against or affecting AESC or any of its Subsidiaries (i)
  that would reasonably be expected to have a Material Adverse Effect or (ii)
  that in any manner draws into question the validity or enforceability of this
  Agreement or any other Loan Document.


  


43


               (b)   Except
  for the matters set forth on Schedule 4.5, neither Borrower nor any of its
  Subsidiaries (i) has failed to comply with any Environmental Law or to obtain,
  maintain or comply with any permit, license or other approval required under
  any Environmental Law, (ii) has incurred or, to the knowledge of any Borrower,
  otherwise become subject to any Environmental Liability, (iii) has received
  notice of any claim with respect to any Environmental Liability or (iv) knows
  of any potential claim for any Environmental Liability, in each case that
  could reasonably be expected to have a Material Adverse Effect.


SECTION 4.6. Compliance with Laws and
  Agreements. 

             Each
Borrower and each of its Subsidiaries is in compliance with (i) all applicable
laws, rules, regulations, judgments and orders of any Governmental Authority,
and (ii) all indentures, agreements or other instruments binding upon it or its
properties, except where noncompliance would not have a Material Adverse Effect.



SECTION 4.7. Investment Company Act, Etc.
  

             Neither
AESC nor any of its Subsidiaries is an “investment company” or is “controlled”
by an “investment company”, as such terms are defined in, or subject to
regulation under, the Investment Company Act of 1940, as amended. Neither
Borrower is a “holding company” as defined in, or subject to regulation under,
the Public Utility Holding Company Act of 1935, as amended
(“PUHCA”). Under PUHCA, neither Borrower is prohibited from
incurring the Indebtedness contemplated by this Agreement. Neither Borrower is
otherwise subject to any other regulatory scheme limiting its ability to incur
debt. The Subsidiaries of each Borrower are not restricted or prohibited by any
Requirement of Law from paying cash dividends or distributions to their
shareholders from retained earnings. To the extent that any Borrower and its
Subsidiaries is subject to regulation under the Federal Power Act, such Borrower
and its Subsidiaries have received all necessary approvals and made all
necessary filings thereunder in connection with the execution, delivery and
performance of this Agreement and the other Loan Documents.


SECTION 4.8. Taxes. 

             Each
Borrower and its Subsidiaries and each other Person the taxes for which such
Borrower or any Subsidiary could become liable have timely filed or caused to be
filed all Federal income tax returns and all other material tax returns that are
required to be filed by them, and have paid all taxes shown to be due and
payable on such returns or on any assessments made against it or its property
and all other taxes, fees or other charges imposed on it or any of its property
by any Governmental Authority, except (i) to the extent the failure to do so
would not have a Material Adverse Effect or (ii) where the same
are currently being contested in good faith by appropriate proceedings and for
which such Borrower or such Subsidiary, as the case may be, has set aside on its
books adequate reserves in accordance with GAAP. As of the date hereof, the
charges, accruals and reserves on the books of such Borrower and its
Subsidiaries in respect of such taxes are adequate, and no tax liabilities that
could be materially in excess of the amount so provided are
anticipated.





44



SECTION 4.9. Margin Regulations.
  

             None
of the proceeds of any of the Loans will be used for “purchasing” or “carrying”
any “margin stock” with the respective meanings of each of such terms under
Regulation U as now and from time to time hereafter in effect or for any purpose
that violates the provisions of the applicable Margin Regulations. Neither
Borrower nor any of its Subsidiaries is engaged principally, or as one of its
important activities, in the business of extending credit for the purpose of
purchasing or carrying any “margin stock”.


SECTION 4.10. ERISA. 

             No
ERISA Event has occurred or is reasonably expected to occur that, when taken
together with all other such ERISA Events for which liability is reasonably
expected to occur, could reasonably be expected to result in a Material Adverse
Effect. The present value of all accumulated benefit obligations under each Plan
(based on the assumptions used for purposes of Statement of Financial Standards
No. 87) did not, as of the date of the most recent financial statements
reflecting such amounts, exceed the fair market value of the assets of such Plan
by more than $10,000,000, and the present value of all accumulated benefit
obligations of all underfunded Plans (based on the assumptions used for purposes
of Statement of Financial Standards No. 87) did not, as of the date of the most
recent financial statements reflecting such amounts, exceed the fair market
value of the assets of all such underfunded Plans by more than
$10,000,000.


SECTION 4.11. Ownership of
  Property.

             (a)   Each
Borrower and its Subsidiaries has good title to, or valid leasehold interests
in, all of its real and personal property material to the operation of its
business, free and clear of any Liens except Liens permitted under Section
7.2.


             (b)   Each
Borrower and its Subsidiaries owns, or is licensed, or otherwise has the right,
to use, all patents, trademarks, service marks, tradenames, copyrights,
franchises, licenses, and other intellectual property material to its business,
and the use thereof by each Borrower and its Subsidiaries does not infringe on
the rights of any other Person, except for any such infringements that,
individually or in the aggregate, would not have a Material Adverse Effect.



SECTION 4.12. Disclosure.


             Each
Borrower has disclosed to the Lenders all matters known to it that could
reasonably be expected to result in a Material Adverse Effect. None of the
reports (including all reports that any Borrower is required to file with the
SEC), financial statements, certificates or other information furnished in
writing by or on behalf of any Borrower to the Administrative Agent or any
Lender, or to the best knowledge of any Borrower otherwise provided to the
Administrative Agent, the Issuing Bank or any Lender, in connection with the
negotiation of this Agreement or any other Loan Document or delivered hereunder
or thereunder (as modified or supplemented by any other information so
furnished) contains any material misstatement of fact or omits to state any
material fact necessary to make the statements therein, taken as a whole, in
light of the circumstances under which they were made, not
misleading,





45



SECTION 4.13. Labor Relations.
  

             There
are no strikes, lockouts or other material labor disputes or grievances against
either Borrower or any of its Subsidiaries, or, to either Borrower’s knowledge,
threatened against or affecting either Borrower or any of its Subsidiaries, and
no significant unfair labor practice, charges or grievances are pending against
either Borrower or any of its Subsidiaries, or to either Borrower’s knowledge,
threatened against any of them before any Governmental Authority that could
reasonably be expected to have a Material Adverse Effect. All payments due from
either Borrower or any of its Subsidiaries pursuant to the provisions of any
collective bargaining agreement have been paid or accrued as a liability on the books of such
Borrower or such Subsidiary, except where the failure to do so could not
reasonably be expected to have a Material Adverse Effect.


SECTION 4.14. Subsidiaries.
  

             Schedule
4.14 sets forth the name of, the ownership interest of each Borrower in, the
jurisdiction of incorporation or organization of, and the type of, each
Subsidiary of each Borrower as of the date hereof.


SECTION 4.15. Pari Passu with Other
  Unsubordinated Unsecured Debt. 

             The
Obligations constitute Indebtedness that is pari passu with all other
unsubordinated unsecured Indebtedness of each Borrower. 

ARTICLE V
AFFIRMATIVE
COVENANTS

             Each
Borrower (or, in the case of Section 5.1, AESC only) covenants and agrees that
so long as any Lender has a Commitment hereunder, any Letter of Credit is
outstanding or the principal of or interest on any Loan or any fee remains
unpaid: 


SECTION 5.1. Financial Statements and Other
  Information. 

             AESC
will deliver to the Administrative Agent, the Issuing Bank and each
Lender:


               (a)   as
  soon as available and in any event within 105 days after the end of each
  fiscal year of AESC, a copy of the annual audited report for such fiscal year
  for AESC and its Subsidiaries, containing a consolidated balance sheet of AESC
  and its Subsidiaries as of the end of such fiscal year and the related
  consolidated statements of income, stockholders’ equity and cash flows
  (together with all footnotes thereto) of AESC and its Subsidiaries for such
  fiscal year, setting forth in each case in comparative form the figures for
  the previous fiscal year, all in reasonable detail and certified by
  PricewaterhouseCoopers or other independent public accountants of nationally
  recognized standing (without a “going concern” or like qualification,
  exception or explanation and without any qualification or exception as to
  scope of such audit) to the effect that such financial statements present
  fairly in all material respects the financial condition and the results of
  operations of AESC and its Subsidiaries for such fiscal year on a consolidated
  basis in accordance with GAAP and that the examination by such accountants in 





46


  connection with such consolidated financial statements has been made in
  accordance with generally accepted auditing standards; AESC further agrees to
  provide the Administrative Agent, the Issuing Bank and each Lender with
  consolidating financial statements concurrently with the consolidated
  financial statements referred to above after such time as AESC begins
  producing consolidating financial statements;


               (b)   as
  soon as available and in any event within 60 days after the end of each of the
  first three fiscal quarters of each fiscal year of AESC, an unaudited
  consolidated balance sheet of AESC and its Subsidiaries as of the end of such
  fiscal quarter and the related unaudited consolidated statements of income and
  cash flows of AESC and its Subsidiaries for such fiscal quarter and the then
  elapsed portion of such fiscal year, setting forth in each case in comparative
  form the figures for the corresponding quarter and the corresponding portion
  of AESC’s previous fiscal year, all certified by the chief financial officer
  or treasurer of AESC as presenting fairly in all material respects the
  financial condition and results of operations of AESC and its Subsidiaries on
  a consolidated basis in accordance with GAAP, subject to normal year-end audit
  adjustments and the absence of footnotes; AESC further agrees to provide the
  Administrative Agent, the Issuing Bank and each Lender with consolidating
  financial statements concurrently with the consolidated financial statements
  referred to above after such time as AESC begins producing consolidating
  financial statements;


               (c)   concurrently
  with the delivery of the financial statements referred to in clauses (a) and
  (b) above, a certificate of a Responsible Officer of AESC, (i) certifying as
  to whether a Default or Event of Default has occurred and is continuing on the
  date of such certificate, and if a Default or an Event of Default then exists,
  specifying the details thereof and the action that AESC has taken or proposes
  to take with respect thereto, (ii) setting forth in
  reasonable detail calculations demonstrating compliance with Article VI and
  (iii) stating whether any change in GAAP or the application thereof has
  occurred since the date of AESC’s audited financial statements referred to in
  Section 4.4 and, if any change has occurred, specifying the effect of such
  change in the financial statements accompanying such
certificate;


               (d)   promptly
  after the same become publicly available, copies of all periodic and other
  reports, registration statements, proxy statements and other materials filed
  with the SEC pursuant to the Securities Act of 1933, as amended and Securities
  Exchange Act of 1934, as amended, or any Governmental Authority succeeding to
  any or all functions of the SEC, or with any national securities exchange, or
  distributed by either Borrower to its shareholders generally, as the case may
  be; and


               (e)   promptly
  following any request therefor, such other information regarding the results
  of operations, business affairs and financial condition of any Borrower or any
  Subsidiary of any Borrower as the Administrative Agent, the Issuing Bank or
  any Lender may reasonably request.


SECTION 5.2. Notices of Material Events.
  

             Such
Borrower will furnish to the Administrative Agent, the Issuing Bank and each
Lender prompt written notice of the following:





47


               (a)   the
  occurrence of any Default or Event of Default;


               (b)   the
  filing or commencement of any action, suit or proceeding by or before any
  arbitrator or Governmental Authority against or, to the knowledge of any
  Borrower, affecting any Borrower or any Subsidiary of any Borrower that could
  reasonably be expected to result in a Material Adverse Effect;


               (c)   the
  occurrence of any event or any other development by which any Borrower or any
  of its Subsidiaries (i) fails to comply with any Environmental Law or to
  obtain, maintain or comply with any permit, license or other approval required
  under any Environmental Law, (ii) incurs or, to the knowledge of any Borrower,
  otherwise becomes subject to any Environmental Liability, (iii) receives
  notice of any claim with respect to any Environmental Liability, or (iv)
  becomes aware of any potential claim for any Environmental Liability and in
  each of the preceding clauses, which could reasonably be expected to result in
  a Material Adverse Effect; 


               (d)   the
  occurrence of any ERISA Event that alone, or together with any other ERISA
  Events that have occurred, could reasonably be expected to result in liability
  of any Borrower and its Subsidiaries in an aggregate amount exceeding
  $50,000,000; 


               (e)   any
  change in the rating of either Borrower’s senior unsecured debt without credit
  enhancement by Moody’s or S&P; and


               (f)   any
  other development that results in, or could reasonably be expected to result
  in, a Material Adverse Effect.

Each notice delivered under this Section shall be
accompanied by a written statement of a Responsible Officer setting forth the
details of the event or development requiring such notice and any action taken
or proposed to be taken with respect thereto.


SECTION 5.3. Existence; Conduct of Business.
  

             Such
Borrower will, and will cause each of its Subsidiaries to, do or cause to be
done all things necessary to preserve, renew and maintain in full force and
effect its legal existence and its respective rights, licenses, permits,
privileges, franchises, patents, copyrights, trademarks and trade names material
to the conduct of its business and will continue to engage in the same business
as presently conducted or such other businesses that are reasonably related
thereto; provided, that nothing in this Section shall prohibit any
merger, consolidation, liquidation, dissolution or disposition permitted under
Section 7.3; provided further, however that nothing in this
Section 5.3 shall prohibit AESC from merging into a to-be-formed Maryland
corporation created solely for the purpose of converting AESC from a Delaware
limited liability company to a Maryland corporation if at the time of such
merger, such Maryland corporation shall have no liabilities or obligations to
any Person. 


SECTION 5.4. Compliance with Laws, Etc.
  

             Such
Borrower will, and will cause its Subsidiaries to, comply with all laws, rules,
regulations and requirements of any Governmental Authority applicable to its
business and properties, including without limitation, all Environmental Laws,
ERISA and OSHA, and all 





48


Contractual Obligations, except where the failure to do
so would not result in a Material Adverse Effect.


SECTION 5.5. Payment of Obligations.
  

             Such
Borrower will, and will cause its Subsidiaries to, pay and discharge at or
before maturity, all of its obligations and liabilities (including without
limitation all tax liabilities and claims that could result in a statutory Lien)
before the same shall become delinquent or in default, except where (i) (A) the
validity or amount thereof is being contested in good faith by appropriate
proceedings, and (B) the applicable Borrower or Subsidiary has set aside on its
books adequate reserves with respect thereto in accordance with GAAP or (ii) the
failure to make payment could not reasonably be expected to result in a Material
Adverse Effect or (iii) the failure to make such payment would not by law result
in a Lien upon its property that is not a Permitted Encumbrance.


SECTION 5.6. Books and Records.
  

             Such
Borrower will, and will cause its Subsidiaries to, keep proper books of record
and account in which full, true and correct entries shall be made of all
dealings and transactions in relation to its business and activities to the
extent necessary to prepare the consolidated financial statements of each
Borrower in conformity with GAAP.


SECTION 5.7. Visitation, Inspection, Etc.
  

             Such
Borrower will, and will cause its Subsidiaries to, permit any representative of
the Administrative Agent, the Issuing Bank or any Lender, to visit and inspect
its properties, to examine its books and records and to make copies and take
extracts therefrom, and to discuss its affairs, finances and accounts with any
of its officers and with its independent certified public accountants, all at
such reasonable times and as often as the Administrative Agent, the Issuing Bank
or any Lender may reasonably request after reasonable prior notice to such
Borrower; provided, however, that such Administrative Agent or
Lender and its authorized representatives shall hold any information designated
in writing as confidential obtained during such visit or inspection in
accordance with Section 11.11.


SECTION 5.8. Maintenance of Properties;
  Insurance.

             Such
Borrower will, and will cause its Subsidiaries to, (i) keep and maintain all
property material to the conduct of its business in good working order and
condition, ordinary wear and tear excepted, except where the failure to do so,
either individually or it the aggregate, could not reasonably be expected to
result in a Material Adverse Effect and (ii) maintain with financially sound and
reputable insurance companies, insurance with respect to its properties and
business, and the properties and business of its Subsidiaries, against loss or
damage of the kinds customarily insured against by companies in the same or
similar businesses operating in the same or similar locations. 





49



SECTION 5.9. Use of
  Proceeds.

             Such
Borrower will use the proceeds of all Extensions of Credit for general corporate
purposes, including commercial paper backstop. No part of the proceeds of any
Extension of Credit will be used, whether directly or indirectly, for any
purpose that would violate any rule or regulation of the Board of Governors of
the Federal Reserve System, including Regulations T, U or X.

ARTICLE VI
FINANCIAL
COVENANTS

             AESC
covenants and agrees that so long as any Lender has a Commitment hereunder, any
Letter of Credit is outstanding or the principal of or interest on any Loan or
any fee remains unpaid:


SECTION 6.1. Leverage Ratio.
  

             AESC
will maintain, as of the last day of each fiscal quarter, a Leverage Ratio of
not greater than 0.70:1.0. Such ratio shall be calculated on a quarterly basis
and measured on the last day of each fiscal quarter.


SECTION 6.2. Ratio of Earnings to Fixed
  Charges. 

             AESC
will maintain, as of the last day of each fiscal quarter for the preceding four
fiscal quarters, Ratio of Earnings to Fixed Charges of not less than
2.0:1.0.

ARTICLE VII
NEGATIVE
COVENANTS

             AESC
covenants and agrees that so long as any Lender has a Commitment hereunder, any
Letter of Credit is outstanding or the principal of or interest on any Loan or
any fee remains unpaid: 


SECTION 7.1. Indebtedness of Subsidiaries.
  

             AESC
will not permit any of its Subsidiaries to create, incur, assume or suffer to
exist any Indebtedness, except: 


               (a)   Indebtedness
  of any Subsidiary of AESC owed to AESC or any other Subsidiary of
  AESC;


               (b)   Indebtedness
  of any Subsidiary of AESC that is Non-Recourse to AESC;


               (c)   Indebtedness
  of Special Purpose Vehicles;


               (d)   Indebtedness
  under a Permitted Receivables Securitization;





50


               (e)   Indebtedness
  secured, in whole or in part, by Liens on pollution control equipment or
  otherwise incurred to finance pollution control equipment;


               (f)   Indebtedness
  incurred in connection with synthetic lease transactions; and


               (g)   any
  other Indebtedness of any Subsidiary of AESC; provided that the
  aggregate principal amount of all such Indebtedness of such Subsidiaries
  (other than Indebtedness incurred under clauses (a) through (f)) does not at
  any time exceed forty percent of the Shareholder’s Equity of AESC as of the
  last day of the most recently ended fiscal quarter.


SECTION 7.2. Negative Pledge.
  

             AESC
will not, nor will it permit any of its Subsidiaries to, create, incur, assume
or suffer to exist any Lien on any of its assets or property now owned or
hereafter acquired or, except:


               (a)   Permitted
  Encumbrances;


               (b)   Liens
  on accounts receivable and related assets of AESC and its Subsidiaries
  pursuant to a Permitted Receivables Securitization;


               (c)   Liens
  secured by pollution control equipment;


               (d)   Liens
  incurred in connection with synthetic lease transactions;


               (e)   Liens
  incurred by Special Purpose Vehicles;

               (f)   Liens
  on cash, short-term investments and trading positions (i) deposited by AESC or
  any of its Subsidiaries in margin accounts with or on behalf of futures
  contract brokers or other counterparties or (ii) pledged by AESC or any of its
  Subsidiaries in the case of clause (i) or (ii), to secure its obligations with
  respect to contracts (including without limitation, physical delivery, option
  (whether cash or financial), exchange, swap and future contracts) for the
  purchase or sale of any energy related commodity or interest rate or currency
  rate management contracts; and

               (g)   Liens
  (other than Liens incurred under clauses (a) through (f)) securing
  Indebtedness in an amount not in excess of 15% of the consolidated assets
  (including assets held “off-balance sheet” that are subject to Liens
  restricted under this Section) of AESC and its Subsidiaries at any time
  outstanding.


SECTION 7.3. Fundamental
  Changes.

             (a)   AESC
will not, nor will it permit any of its Subsidiaries to, merge into or
consolidate into any other Person, or permit any other Person to merge into or
consolidate with it, or sell, lease, transfer or otherwise dispose of (in a
single transaction or a series of transactions) all or a substantial part of its
business, property or fixed assets (in each case, whether now owned or hereafter
acquired) or all or a substantial portion of the stock or beneficial ownership
of any of its Subsidiaries (in each case, whether now owned or hereafter
acquired) or liquidate, windup or dissolve or acquire by purchase or otherwise
all or substantially all the 





51


business, property or fixed assets of, or stock or
other evidence of beneficial ownership of, any Person, except:


             (i)   (A)
  Any Subsidiary of AESC may be merged or consolidated with or into AESC or any
  wholly owned Subsidiary of AESC, or be liquidated, wound up or dissolved, or
  (B) with respect to AESC and any of its Subsidiaries, all or substantially all
  of its business, property or assets (including shares of common stock,
  membership interests and other equity interests) may be conveyed, sold,
  leased, transferred or otherwise disposed of, in one transaction or a series
  of transactions, to AESC or any wholly owned Subsidiary of AESC so long as
  after giving effect to such transaction, AESC would be in compliance with this
  Agreement, on a pro forma basis, calculated as if such transaction had taken
  place on the first day of the four fiscal quarter period ending on the most
  recent fiscal quarter end; provided that, in the case of such a merger
  or consolidation, AESC, if a party thereto, shall be the continuing or
  surviving corporation, or otherwise such wholly-owned Subsidiary shall be the
  continuing or surviving corporation.


             (ii)   AESC
  and its Subsidiaries may acquire (A) any Person or all or substantially all of
  the business, property or fixed assets of any Person if such Person is engaged
  in business substantially similar to those conducted by AESC and its
  Subsidiaries, or such business, property or assets so acquired are useful to
  AESC or any Subsidiary of AESC in its current business prior to such
  acquisition, (such acquisitions being herein collectively referred to as
  “Permitted Acquisitions”), (B) individual interests in power
  generating and related facilities, and (C) assets, shares of common stock,
  membership interests, other equity interests, mineral rights, or other rights
  and interests transferred to AESC or any of its Subsidiaries from the Parent
  or any of the Parent’s Subsidiaries in each case under subsections (A), (B)
  and (C) so long as after giving effect to such Permitted Acquisitions, AESC
  and its consolidated Subsidiaries would be in compliance with this Agreement
  on a pro forma basis calculated as if the Permitted Acquisition had taken
  place on the first day of the four fiscal quarter period ending on the most
  recent fiscal quarter end;


             (iii)   AESC
  and its Subsidiaries are expressly permitted to (A) terminate the corporate
  existence of any Subsidiary if such termination is not materially
  disadvantageous to the Lenders, (B) convey, sell, exchange, lease, sublease,
  transfer or otherwise acquire or dispose of assets (including shares of common
  stock, membership interests and other equity interests) in connection with
  Off-Balance Sheet Liabilities to the extent such Off-Balance Sheet Liabilities
  are permitted under Section 7.1, (C) swap or trade assets of comparable value,
  (D) acquire an increased ownership interest in any Person in which AESC or its
  Subsidiaries has a direct or indirect ownership interest, (E) establish and
  contribute capital to a wholly owned funding or finance company and borrow
  money from such funding or finance company, (F) convey, sell exchange, lease,
  sublease, transfer or otherwise acquire or dispose of assets (including shares
  of common stock, membership interests and other equity interest of
  Subsidiaries that do not constitute Material Subsidiaries; (G) sell accounts
  receivable (including commodities contracts and other contracts) of AESC or
  its Subsidiaries in connection with a Permitted Receivables 





52



Securitization,
  and/or (H) other transactions not materially disadvantageous to the Lenders,
  in the sole discretion of the Administrative Agent.


             (iv)   AESC
  or any of its Subsidiaries may sell assets (including shares of common stock,
  membership interests and other equity interests) provided that the proceeds
  are used to repay Indebtedness of AESC or its Subsidiaries or are invested in
  utility assets.


             (v)   For
  purposes of this Section 7.3(a), a “substantial part” shall mean in the
  aggregate for all transactions an amount in excess of 10% of the consolidated
  assets of AESC and its Material Subsidiaries.


             (vi)   No
  restriction set forth hereunder shall prohibit AESC’s ability to participate
  in the merger transaction described in Section 5.3, which merger
  transaction is expressly permitted.

None of the foregoing exceptions shall be permitted
if before or after giving effect thereto a Default or Event of Default shall
have occurred.

             (b)   Notwithstanding
anything contained in subsection (a) above or Section 7.2 to the contrary, AESC
will not at any time fail to own directly or indirectly operating assets
(including accounts receivable, inventory, fixtures, plant and equipment, but
not equity or debt Investments in any of its Subsidiaries) not subject to Liens
with an aggregate book value of at least $1,000,000,000. 

             (c)   AESC
will not, nor will it permit any of its Subsidiaries to, engage to any material
extent in any business other than the business engaged in by AESC and its
Subsidiaries on the date hereof and substantially similar or related businesses;
provided that oil and gas producing properties shall be deemed to be
related businesses; provided, further, that AESC and its
Subsidiaries may engage in any businesses that they acquire or enter into in
connection with the transactions contemplated in Section 7.3(a). 


SECTION 7.4. Investments, Loans, Etc.
  

             AESC
will not, nor will it permit any of its Subsidiaries to, purchase, hold or
acquire (including pursuant to any merger with any Person that was not a
wholly-owned Subsidiary prior to such merger), any common stock, evidence of
indebtedness or other securities (including any option, warrant, or other right
to acquire any of the foregoing) or, make or permit to exist any loans or
advances to, Guaranty any obligations of, or make or permit to exist any
investment or any other interest in, any other Person or purchase or otherwise
acquire (in one transaction or a series of transactions) any assets of any other
Person that constitute a business unit, or create or form any Subsidiary, (all
of the foregoing being collectively called “Investments”), except:



               (a)   Investments
  in Cash Equivalents;

               (b)   Investments
  existing on the date hereof that are described on Schedule 7.4; 





53


               (c)   Investments
  required in the ordinary course of the power generating and trading, marketing
  and procurement business, including advances in the ordinary course with
  respect to power purchases, fuel purchases and other ordinary course of
  business transactions;

               (d)   Investments
  in Subsidiaries of AESC; 

               (e)   Investments
  in the money pool utilized by all of the Affiliates of AESC; 

               (f)   Investments
  in Subsidiaries pursuant to transactions permitted by Sections 7.3, 7.5 or
  7.6;

               (g)   Investments
  in special purpose Subsidiaries in connection with Off-Balance Sheet
  Liabilities permitted hereunder, including Investments related to Special
  Purpose Vehicles;

               (h)   Investments
  in joint ventures with respect to holding energy-related assets;



               (i)   Investments
  received in connection with the bankruptcy or reorganization of suppliers and
  customers and in settlement of delinquent obligations of, and other disputes
  with, customers and supplier arising in the ordinary course of business;
  

               (j)   Investments
  permitted under Section 7.3;

               (k)   Investments
  in an Affiliate of AESC pursuant to a Permitted Receivables Securitization;
  and

               (l)   Investments
  as a part of Rate Management Transaction permitted under Section
  7.8.


SECTION 7.5. Disposal of Subsidiary Stock.
  

             AESC
will not


               (a)   Directly
  or indirectly, sell, assign, pledge or otherwise encumber or dispose of any
  shares of capital stock or other equity securities of (or warrants, rights or
  options to acquire shares or other equity securities of) any of its
  Subsidiaries, except to qualified directors if required under applicable
  law;

               (b)   Permit
  any of its Subsidiaries directly or indirectly to sell, assign, pledge or
  otherwise encumber or dispose of any shares of capital stock or other equity
  securities of (or warrants, rights or options to acquire share or other equity
  securities of) such Subsidiary, except to AESC, another Subsidiary of AESC or
  to qualify directors if required by applicable law.

Provided, that notwithstanding the provisions of this
Section 7.5, AESC and its Subsidiaries are expressly permitted to undertake the
transactions expressly permitted by Sections 7.1, 7.3 and 7.6.





54



SECTION 7.6. Transactions with Affiliates.
  

             AESC
will not, nor will it permit any of its Subsidiaries to, enter into, or cause,
suffer or permit to exist any transaction, arrangement or contract with any of
its other Affiliates (other than AESC and its Subsidiaries) which is on terms
that are less favorable than are obtainable from any Person which is not one of
its Affiliates; provided that any transaction executed in accordance with
the requirements of the Public Utility Holding Company Act of 1935 shall be
permitted hereunder; provided further, that any agreements by AESC
and its Subsidiaries with a utility to provide provider of last resort
requirements, as such agreements are amended from time to time, shall be
permitted hereunder so long as such provider of last resort requirements are
with a creditworthy entity and all such provider of last resort requirements are
approved by the applicable regulatory authority. 


SECTION 7.7. Restrictive Agreements.
  

             AESC
will not, nor will it permit any of its Subsidiaries (other than a Special
Purpose Vehicle) to, directly or indirectly, enter into, incur or permit to
exist any agreement that prohibits, restricts or imposes any condition upon the
ability of any Subsidiary of AESC to make any payments, directly or indirectly,
to AESC by way of dividends, advances, repayments of loans or advances,
reimbursements to management and other intercompany charges, expenses and
accruals or other returns on investments, or any other agreement or arrangement
which restricts the ability of any such Subsidiary (other than a Special Purpose
Vehicle) to make any payment, directly or indirectly, to AESC unless such
payment is to be used in connection with the incurrence of Indebtedness secured
by Liens permitted under Section 7.2(b). 


SECTION 7.8. Rate Management Transactions.
  

             AESC
will not, nor will it permit any of its Subsidiaries to, enter into any Rate
Management Transaction, other than Rate Management Transactions entered into in
the ordinary course of business to hedge or mitigate risks to which AESC or any
Subsidiary of AESC is exposed in the conduct of its business or the management
of its liabilities or other Rate Management Transactions consistent with the
policy on Corporate Energy Risk Policy (as amended from time to time) approved
by AESC’s board of directors. 


SECTION 7.9. Accounting Changes.
  

             AESC
will not, nor will it permit any of its Subsidiaries to, make any significant
change in accounting treatment or reporting practices, except as required or
permitted by GAAP, or change the Fiscal Year, except to change the fiscal year
of a Subsidiary to conform its fiscal year to that of AESC.


SECTION 7.10. Restricted Junior Payments.
  

             AESC
will not, nor will it permit any of its Subsidiaries to, directly or indirectly,
declare, order, pay, make or set apart any sum for any Restricted Junior Payment
unless after giving effect thereto, no Default or Event of Default shall have
occurred and be continuing.





55


ARTICLE VIII
GUARANTY OF AGC’s
OBLIGATIONS

             AGC
is a direct Subsidiary of AESC, and AESC will derive substantial benefit from
the making of Extensions of Credit to AGC by the Issuing Bank and the Lenders.
As consideration therefor and in order to induce the Lenders to make Extensions
of Credit to AGC, AESC agrees as follows:


SECTION 8.1. Guaranty.

             AESC
unconditionally guaranties, as a primary obligor and not merely as a surety,
(i) the due and punctual payment of (A) the principal of and premium,
if any, and interest (including interest accruing during the pendency of any
bankruptcy, insolvency, receivership or other similar proceeding, regardless of
whether allowed or allowable in such proceeding) on the Loans made to AGC
hereunder, in addition to its reimbursement obligations in respect of Letters of
Credit, when and as due, whether at maturity, by acceleration, upon one or more
dates set for prepayment or otherwise, and (B) all other monetary
obligations, including fees, costs, expenses and indemnities, whether primary,
secondary, direct, contingent, fixed or otherwise (including monetary
obligations incurred during the pendency of any bankruptcy, insolvency,
receivership or other similar proceeding, regardless of whether allowed or
allowable in such proceeding), of AGC to the Administrative Agent and the
Lenders under this Agreement and the other Loan Documents, and (ii) the due
and punctual performance of all covenants, agreements, obligations and
liabilities of AGC under or pursuant to this Agreement and the other Loan
Documents; (all the monetary and other obligations referred to in the preceding
clauses (i) and (ii) being collectively called the “Guarantied
Obligations”). AESC further agrees that the Guarantied Obligations may
be modified, extended or renewed, in whole or in part, without notice to or
further assent from it, and that it will remain bound upon its guaranty
notwithstanding any extension or renewal of any Guarantied Obligation, subject
to the provisions of Section 11.2.


SECTION 8.2. Guarantied Obligations Not
  Waived.

             To
the fullest extent permitted by applicable law, AESC waives presentment to,
demand of payment from and protest to AGC of any of the Guarantied Obligations,
and also waives notice of acceptance of its guaranty and notice of protest for
nonpayment. To the fullest extent permitted by applicable law, the obligations
of AESC under this Article VIII shall not be affected by (i) the failure of
the Administrative Agent, the Issuing Bank or any Lender to assert any claim or
demand or to enforce or exercise any right or remedy against either Borrower
under the provisions of this Agreement, any other Loan Document or otherwise,
(ii) any rescission, waiver, amendment or modification of, or any release
from any of the terms or provisions of, this Agreement, any other Loan Document
or any other agreement, or (iii) the failure to perfect any security
interest in, or the release of, any of the security held by or on behalf of the
Administrative Agent or any Lender.


SECTION 8.3. Guaranty of
  Payment.

             AESC
further agrees that its guaranty constitutes a guaranty of payment when due and
not of collection, and waives any right to require that any resort be had by the
Administrative 





56


Agent or any Lender to any of the security held for payment of
the Guarantied Obligations or to any balance of any deposit account or credit on
the books of the Administrative Agent or any Lender in favor of either Borrower
or any other Person.


SECTION 8.4. No Discharge or Diminishment of
  Guaranty.

             The
obligations of AESC under this Article VIII shall not be subject to any
reduction, limitation, impairment or termination for any reason (other than the
indefeasible payment in full in cash of the Guarantied Obligations), including
any claim of waiver, release, surrender, alteration or compromise of any of the
Guarantied Obligations, and shall not be subject to any defense or setoff,
counterclaim, recoupment or termination whatsoever by reason of the invalidity,
illegality or unenforceability of the Guarantied Obligations or otherwise.
Without limiting the generality of the foregoing, the obligations of AESC under
this Article VIII shall not be discharged or impaired or otherwise affected by
the failure of the Administrative Agent or any Lender to assert any claim or
demand or to enforce any remedy under this Agreement, any other Loan Document or
any other agreement, by any waiver or modification of any provision of any
thereof, by any default, failure or delay, willful or otherwise, in the
performance of the Guarantied Obligations, or by any other act or omission that
may or might in any manner or to any extent vary the risk of AESC or that would
otherwise operate as a discharge of a guarantor as a matter of law or equity
(other than the indefeasible payment in full in cash of all the Guarantied
Obligations).


SECTION 8.5. Defenses of AESC
  Waived.

             To
the fullest extent permitted by applicable law, AESC waives any defense based on
or arising out of any defense of AGC or the unenforceability of the Guarantied
Obligations or any part thereof from any cause, or the cessation from any cause
of the liability of AGC, other than the final and indefeasible payment in full
in cash of the Guarantied Obligations. The Administrative Agent and the Lenders
may, at their election, foreclose on any security held by one or more of them by
one or more judicial or nonjudicial sales, accept an assignment of any such
security in lieu of foreclosure, compromise or adjust any part of the Guarantied
Obligations, without affecting or impairing in any way the liability of AESC
under this Article VIII except to the extent the Guarantied Obligations have
been fully, finally and indefeasibly paid in cash. Pursuant to applicable law,
AESC waives any defense arising out of any such election even though such
election operates, pursuant to applicable law, to impair or to extinguish any
right of reimbursement or subrogation or other right or remedy of AESC against
AGC or any other guarantor, or any security.


SECTION 8.6.
Subordination.

             Upon
payment by AESC of any sums to the Administrative Agent, all rights of AESC
against AGC arising as a result thereof by way of right of subrogation,
contribution, reimbursement, indemnity or otherwise shall in all respects be
subordinate and junior in right of payment to the prior indefeasible payment in
full in cash of all the Guarantied Obligations. If any amount shall erroneously
be paid to AESC on account of (i) such subrogation, contribution, reimbursement,
indemnity or similar right or (ii) any such indebtedness, such amount shall be
held in trust for the benefit of the Administrative Agent and the Lenders and
shall forthwith be 





57


paid to the Administrative Agent to be credited against the
payment of the Guarantied Obligations, whether matured or unmatured, in
accordance with the terms of the Loan Documents.


SECTION 8.7.
Information.

             AESC
assumes all responsibility for being and keeping itself informed of the
financial condition and assets of AGC, and of all other circumstances bearing
upon the risk of nonpayment of the Guarantied Obligations and the nature, scope
and extent of the risks that AESC assumes and incurs hereunder, and agrees
neither the Administrative Agent nor any Lender will have any duty to advise
AESC of information known to it or any of them regarding such circumstances or
risks.


SECTION 8.8.
Termination.

             The
guaranties made hereunder (i) shall terminate when all the Guarantied
Obligations have been paid in full in cash and the Lenders and the Issuing Bank
have no further commitment to make Extensions of Credit under this Agreement and
(ii) shall continue to be effective or be reinstated, as the case may be,
if at any time payment, or any part thereof, of any Guarantied Obligation is
rescinded or must otherwise be restored by the Administrative Agent, the Issuing
Bank or any Lender upon the bankruptcy or reorganization of AGC. In connection
with the foregoing, the Administrative Agent shall execute and deliver to AESC
or AESC’s designee, at AESC’s expense, any documents or instruments that AESC
shall reasonably request from time to time to evidence such termination and
release.

ARTICLE IX
EVENTS OF
DEFAULT


SECTION 9.1. Events of
  Default.

             If
any of the following events (each an “Event of Default”) shall
occur:


               (a)   any
  Borrower shall fail to pay any principal of any Loan (or the Guarantor shall
  fail to make any such payment in the Guarantied Obligations) or any
  reimbursement obligation in respect of a Letter of Credit when and as the same
  shall become due and payable, whether at the due date thereof or at a date
  fixed for prepayment or otherwise; or

               (b)   any
  Borrower shall fail to pay any interest on any Loan or any fee or any other
  amount (other than payment of an amount described in subsection (a) of this
  Section) payable under this Agreement or any other Loan Document, when and as
  the same shall become due and payable, and such failure shall continue
  unremedied for a period of three Business Days; or

               (c)   any
  representation or warranty made or deemed made by or on behalf of any Borrower
  or any Subsidiary of any Borrower in or in connection with this Agreement or
  any other Loan Document (including the Schedules attached thereto) and any
  amendments or modifications hereof or waivers hereunder, or in any
  certificate, report, financial statement or other document submitted to the
  Administrative Agent, the Issuing Bank or the Lenders by any 





58


  Borrower or any representative of any Borrower pursuant to or in connection with this
  Agreement or any other Loan Document shall prove to be incorrect in any
  material respect when made or deemed made or submitted; or

               (d)   (i) AESC
  shall fail to observe or perform any covenant or agreement contained in
  Section 5.1, 5.2(a) or 5.3 (with respect to the existence of AESC and its
  Subsidiaries) or Article VI, VII or VIII (other than in respect of payment of
  an amount described in Section 8.1) or (ii) AGC shall fail to observe or
  perform any covenant or agreement contained in Section 5.2(a) or 5.3;
  or

               (e)   any
  Borrower shall fail to observe or perform any covenant or agreement contained
  in this Agreement (other than those referred to in clauses (a), (b) and (d)
  above) or any other Loan Document, and such failure shall remain unremedied
  for 30 days after the earlier of (i) any officer of the Borrower becomes aware
  of such failure, or (ii) notice thereof shall have been given to AESC by the
  Administrative Agent, or any Lender; or

               (f)   any
  Borrower or any Subsidiary of any Borrower (whether as primary obligor or as
  guarantor or other surety) shall fail to pay any principal of or premium or
  interest on any Material Indebtedness that is outstanding, when and as the
  same shall become due and payable (whether at scheduled maturity, required
  prepayment, acceleration, demand or otherwise), and such failure shall
  continue after the applicable grace period, if any, specified in the agreement
  or instrument evidencing such Indebtedness; or any other event shall occur or
  condition shall exist under any agreement or instrument relating to such
  Indebtedness and shall continue after the applicable grace period, if any,
  specified in such agreement or instrument, if the effect of such event or
  condition is to accelerate, or permit the acceleration of, the maturity of
  such Indebtedness; or any such Indebtedness shall be declared to be due and
  payable; or required to be prepaid or redeemed (other than by a regularly
  scheduled required prepayment or redemption), purchased or defeased, or any
  offer to prepay, redeem, purchase or defease such Indebtedness shall be
  required to be made, in each case prior to the stated maturity thereof;
  or

               (g)   any
  Borrower or any Subsidiary of any Borrower shall (i) commence a voluntary case
  or other proceeding or file any petition seeking liquidation, reorganization
  or other relief under any federal, state or foreign bankruptcy, insolvency or
  other similar law now or hereafter in effect or seeking the appointment of a
  custodian, trustee, receiver, liquidator or other similar official of it or
  any substantial part of its property, (ii) consent to the institution of, or
  fail to contest in a timely and appropriate manner, any proceeding or petition
  described in clause (i) of this Section, (iii) apply for or consent to the
  appointment of a custodian, trustee, receiver, liquidator or other similar
  official for such Borrower or any such Subsidiary of such Borrower or for a
  substantial part of its assets, (iv) file an answer admitting the material
  allegations of a petition filed against it in any such proceeding, (v) make a
  general assignment for the benefit of creditors, or (vi) take any action for
  the purpose of effecting any of the foregoing; or

               (h)   an
  involuntary proceeding shall be commenced or an involuntary petition shall be
  filed seeking (i) liquidation, reorganization or other relief in respect of
  any Borrower or any Subsidiary of any Borrower or its debts, or any
  substantial part of its assets, under any federal, state or foreign
  bankruptcy, insolvency or other similar law now or hereafter in effect or (ii)
  the appointment of a custodian, trustee, receiver, liquidator or other similar
  official for any Borrower


  


59

  or any Subsidiary of any Borrower or for a
  substantial part of its assets, and in any such case, such proceeding or
  petition shall remain undismissed for a period of 60 days or an order or
  decree approving or ordering any of the foregoing shall be entered;
  or

               (i)   any
  Borrower or any Subsidiary of any Borrower shall become unable to pay, shall
  admit in writing its inability to pay, or shall fail to pay, its debts as they
  become due; or


               (j)   an
  ERISA Event shall have occurred that, in the opinion of the Required Lenders,
  when taken together with other ERISA Events that have occurred, could
  reasonably be expected to result in liability to any Borrower and its
  Subsidiaries in an aggregate amount exceeding $50,000,000; or 

               (k)   any
  judgment or order for the payment of money in excess of $25,000,000 in the
  aggregate shall be rendered against any Borrower or any Subsidiary of any
  Borrower, and either (i) enforcement proceedings shall have been commenced by
  any creditor upon such judgment or order or (ii) there shall be a period of 30
  consecutive days during which a stay of enforcement of such judgment or order,
  by reason of a pending appeal or otherwise, shall not be in effect;
  or

               (l)   any
  nonmonetary judgment or order shall be rendered against any Borrower or any
  Subsidiary of any Borrower that could reasonably be expected to have a
  Material Adverse Effect, and there shall be a period of 30 consecutive days
  during which a stay of enforcement of such judgment or order, by reason of a
  pending appeal or otherwise, shall not be in effect; or

               (m)   AESC
  shall fail to be at least an 80%-owned Subsidiary of the Parent or the Parent
  shall sell an interest in AESC pursuant to a Public Offering; or

               (n)   AGC
  shall fail to be (i) 100%-owned by AESC and Monongahela Power Company,
  collectively, or (ii) owned, directly or indirectly, at least 76% by AESC;
  or

               (o)   a
  Change in Control shall occur; or

               (p)   any
  provision of any guaranty of the Obligations shall for any reason cease to be
  valid and binding on, or enforceable against, the applicable guarantor, or any
  such guarantor shall so state in writing, or any such guarantor shall seek to
  terminate its guaranty of the Obligations;

then, and in every such event (other than an event
with respect to any Borrower described in clause (g) or (h) of this Section) and
at any time thereafter during the continuance of such event, the Administrative
Agent may, and upon the written request of the Required Lenders shall, by notice
to AESC, take any or all of the following actions, at the same or different
times: (i) terminate the Commitments, whereupon the Commitment of each Lender
and the obligation of the Issuing Bank to issue Letters of Credit shall
terminate; (ii) declare the principal of and any accrued interest on the Loans
or any amount outstanding under any Letter of Credit, and all other Obligations
owing hereunder, to be, whereupon the same shall become due and payable
immediately, without presentment, demand, protest or other notice of any kind,
all of which are hereby waived by AESC and (iii) exercise all remedies contained
in Section 2.20(g) and in any other Loan Document; and (iv) exercise any other
remedies available at law or in equity; and that, if an Event of Default
specified in either subsection (g) or (h) shall occur, the Commitments 





60


shall automatically terminate and the principal of the Loans then outstanding,
together with accrued interest thereon, and all fees, and all other Obligations
shall automatically become due and payable, without presentment, demand, protest
or other notice of any kind, all of which are hereby waived by the
Borrowers.

ARTICLE X
THE ADMINISTRATIVE
AGENT


SECTION 10.1. Appointment of Administrative
  Agent. 

             Each
Lender irrevocably appoints Citibank, N.A. as the Administrative Agent and
authorizes it to take such actions on its behalf and to exercise such powers as
are delegated to the Administrative Agent under this Agreement and the other
Loan Documents, together with all such actions and powers that are reasonably
incidental thereto. The Administrative Agent may perform any of its duties
hereunder by or through any one or more subagents appointed by the
Administrative Agent. The Administrative Agent and any such subagent may perform
any and all of its duties and exercise its rights and powers through their
respective Related Parties. The exculpatory provisions set forth in this Article
shall apply to any such subagent and the Related Parties of the Administrative
Agent and any such subagent and shall apply to their respective activities in
connection with the syndication of the credit facility provided for herein as
well as activities as Administrative Agent.


SECTION 10.2. Nature of Duties of
  Administrative Agent. 

             The
Administrative Agent shall not have any duties or obligations except those
expressly set forth in this Agreement and the other Loan Documents. Without
limiting the generality of the foregoing, (a) the Administrative Agent shall not
be subject to any fiduciary or other implied duties, regardless of whether a
Default or an Event of Default has occurred and is continuing, (b) the
Administrative Agent shall not have any duty to take any discretionary action or
exercise any discretionary powers, except those discretionary rights and powers
expressly contemplated by the Loan Documents that the Administrative Agent is
required to exercise in writing by the Required Lenders (or such other number or
percentage of the Lenders as shall be necessary under the circumstances as
provided in Section 11.2), and (c) except as expressly set forth in the Loan
Documents, the Administrative Agent shall not have any duty to disclose, and
shall not be liable for the failure to disclose, any information relating to any
Borrower or any of its Subsidiaries that is communicated to or obtained by 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
with the consent or at the request of the Required Lenders (or such other number
or percentage of the Lenders as shall be necessary under the circumstances as
provided in Section 11.2) or in the absence of its own gross negligence or
willful misconduct. The Administrative Agent shall not be deemed to have
knowledge of any Default or Event of Default unless and until written notice
thereof is given to the Administrative Agent by a Borrower, the Issuing Bank or
any Lender, and 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 any Loan Document, (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 and conditions






61


set forth in any Loan Document, (iv) the validity, enforceability, effectiveness
or genuineness of any Loan Document or any other agreement, instrument or
document, or (v) the satisfaction of any condition set forth in Article III or
elsewhere in any Loan Document, other than to confirm receipt of items expressly
required to be delivered to the Administrative Agent.


SECTION 10.3. Lack of Reliance on the
  Administrative Agent. 

             Each
of the Lenders and the Issuing Bank acknowledges that it has, independently and
without reliance upon the Administrative Agent or any other Lender and based on
such documents and information as it has deemed appropriate, made its own credit
analysis and decision to enter into this Agreement. Each of the Lenders and the
Issuing Bank also acknowledges that it will, independently and without reliance
upon the Administrative Agent or any other Lender and based on such documents
and information as it has deemed appropriate, continue to make its own decisions
in taking or not taking of any action under or based on this Agreement, any
related agreement or any document furnished hereunder or thereunder.


SECTION 10.4. Certain Rights of the
  Administrative Agent. 

             If
the Administrative Agent shall request instructions from the Required Lenders
with respect to any action or actions (including the failure to act) in
connection with this Agreement, the Administrative Agent shall be entitled to
refrain from such act or taking such act, unless and until it shall have
received instructions from such Lenders; and the Administrative Agent shall not
incur liability to any Person by reason of so refraining. Without limiting the
foregoing, no Lender shall have any right of action whatsoever against the
Administrative Agent as a result of the Administrative Agent acting or
refraining from acting hereunder in accordance with the instructions of the
Required Lenders where required by the terms of this Agreement.


SECTION 10.5. 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 believed by it to be genuine
and to have been signed, sent or made by the proper Person. The Administrative
Agent may also rely upon any statement made to it orally or by telephone and
believed by it in good faith to be made by the proper Person and shall not incur
any liability for relying thereon. The Administrative Agent may consult with
legal counsel (including counsel for the Borrowers), independent public
accountants and other experts selected by it and shall not be liable for any
action taken or not taken by it in good faith in accordance with the advice of
such counsel, accountants or experts.


SECTION 10.6. The Administrative Agent in its
  Individual Capacity. 

             The
bank serving as the Administrative Agent shall have the same rights and powers
under this Agreement and any other Loan Document in its capacity as a Lender as
any other Lender and may exercise or refrain from exercising the same as though
it were not the Administrative Agent; and the terms “Lenders” and “Required
Lenders”, or any similar terms shall, unless the context clearly otherwise
indicates, include the Administrative Agent in its individual capacity. The bank
acting as the Administrative Agent and its Affiliates may accept deposits from,
lend money to, and generally engage in any kind of business with any Borrower 





62


or
any Subsidiary or Affiliate of any Borrower as if it were not the Administrative
Agent hereunder.


SECTION 10.7. Successor Administrative
  Agent.

             (a)   The
Administrative Agent may resign at any time by giving notice thereof to the
Lenders, the Issuing Bank and AESC. Upon any such resignation, the Required
Lenders shall have the right to appoint a successor Administrative Agent,
subject to the approval by AESC provided that no Default or Event of
Default shall exist at such time. If no successor Administrative Agent shall
have been so appointed, and shall have accepted such appointment within 30 days
after the retiring Administrative Agent gives notice of resignation, then the
retiring Administrative Agent may, on behalf of the Lenders, appoint a successor
Administrative Agent, which shall be a commercial bank organized under the laws
of the United States of America or any state thereof or a bank which maintains
an office in the United States, having a combined capital and surplus of at
least $500,000,000.

             (b)   Upon
the acceptance of its appointment as the Administrative Agent hereunder by a
successor, such successor Administrative Agent shall thereupon succeed to and
become vested with all the rights, powers, privileges and duties of the retiring
Administrative Agent, and the retiring Administrative Agent shall be discharged
from its duties and obligations under this Agreement and the other Loan
Documents. If within 45 days after written notice is given of the retiring
Administrative Agent’s resignation under this Section 11.7 no successor
Administrative Agent shall have been appointed and shall have accepted such
appointment, then on such 45th day (i) the retiring Administrative Agent’s
resignation shall become effective, (ii) the retiring Administrative Agent shall
thereupon be discharged from its duties and obligations under the Loan Documents
and (iii) the Required Lenders shall thereafter perform all duties of the
retiring Administrative Agent under the Loan Documents until such time as the
Required Lenders appoint a successor Administrative Agent as provided above.
After any retiring Administrative Agent’s resignation hereunder, the provisions
of this Article X shall continue in effect for the benefit of such retiring
Administrative Agent and its representatives and agents in respect of any
actions taken or not taken by any of them while it was serving as the
Administrative Agent. 


SECTION 10.8. Authorization to Execute other
  Loan Documents. 

             Each
Lender and the Issuing Bank hereby authorizes the Administrative Agent to
execute on behalf of all Lenders and the Issuing Bank all Loan Documents other
than this Agreement and the Letters of Credit.

ARTICLE
XI
MISCELLANEOUS


SECTION 11.1. Notices.

             (a)   Except
in the case of notices and other communications expressly permitted to be given
by telephone, all notices and other communications to any party herein to be
effective shall be in writing (including without limitation, facsimile, which
shall be considered an original 





63


writing) and shall be delivered by hand or
overnight courier service, mailed by certified or registered mail or sent by
facsimile, as follows: 

	To AESC:	 
		
	 	Allegheny Energy Supply
      Company, LLC
		
		
		
	 	10435 Downsville Pike
		
		
		
	 	Hagerstown, MD 21740
		
		
		
	 	Attention: Mr. Keith
      Warchol
		
		
		
	 	Facsimile Number: 301-665-2751



  		
		
		
		
		
		
	 	 
	To AGC:	Allegheny Generating
      Company
		
		
		
	 	10435 Downsville Pike
		
		
		
	 	Hagerstown, MD 21740
		
		
		
	 	Attention: Mr. Keith
      Warchol
		
		
		
	 	Facsimile Number: 301-665-2751
		
		
		
		
		
	 	 
		
	To the Administrative
      Agent:	Citibank, N.A.
		
		
		
	 	Two Penns Way, Suite
      200
		
		
		
	 	New Castle, Delaware
      19720
		
		
		
	 	Attention: Brian Maxwell
		
		
		
	 	Facsimile Number: 302-894-6120
		
		
		
		
		
	 	 
		
	To the Issuing Bank:	Bank One, NA
		
		
		
	 	1 Bank One Plaza
		
		
		
	 	Mail Suite IL1-0363
		
		
		
	 	Chicago, Illinois 60670-0363
		
		
		
	 	Attention: Dawn Lawler
		
		
		
	 	Facsimile Number: (312)
      732-7455
		
		
		
		
		
	 	 
		
	With a Second Copy to:	Bank One, NA
		
		
		
	 	300 Riverside Plaza,
      7th Floor
		
		
		
	 	Mail Suite IL1-0236
		
		
		
	 	Chicago, IL 60670-0236
		
		
		
	 	Attention: George Cagadas
		
		
		
	 	Facsimile Number: (312)
      954-0203
		
		
		
		
		
	 	 
	To any Other Lender:	the address set forth
      in the Administrative 

      Questionnaire
		
		




Any party hereto may change its address or facsimile
number for notices and other communications hereunder by notice to the other
parties hereto. All such notices and other communications shall, when
transmitted by overnight delivery, or faxed, be effective when delivered for
overnight (next-day) delivery, or transmitted in legible form by facsimile
machine, respectively, or if mailed, upon the third Business Day after the date
deposited into the mail or if delivered, upon delivery; provided, that
notices delivered to the Administrative Agent shall not be effective until
actually received (by mail, facsimile or otherwise) by such Person at its
address specified in this Section 11.1.





64


             (b)   The
Administrative Agent, the Issuing Bank and the Lenders may rely on any writing
(including any facsimile, electronic transmission or any information on a
computer disk or similar medium which may be reduced to writing), or any
telephonic or other oral message or instruction (including, without limitation,
any oral waiver of any discrepancy with respect to any time), that such party
believes in good faith to have been received from an authorized officer,
employee or representative of any Borrower, and the Administrative Agent, the
Issuing Bank and the Lenders shall not be liable for any action taken in good
faith with respect to any writing, message or instruction from an unauthorized
person. Notwithstanding the foregoing, the Administrative Agent, the Issuing
Bank and the Lenders are not obligated to recognize the authenticity of any
request for the issuance of a Letter of Credit or to make a Borrowing hereunder
that is not evidenced to its satisfaction by a writing originally signed by a
person any Borrower has certified is authorized to act for such Borrower
hereunder or by a message or instruction authenticated to the satisfaction of
such Administrative Agent, the Issuing Bank or such Lender. 


SECTION 11.2. Waiver;
  Amendments.

             (a)   No
failure or delay by the Administrative Agent, the Issuing Bank or any Lender in
exercising any right or power hereunder or any other Loan Document, and no
course of dealing between any Borrower and the Administrative Agent, the Issuing Bank or any Lender,
shall operate as a waiver thereof, nor shall any single or partial exercise of
any such right or power or any abandonment or discontinuance of steps to enforce
such right or power, preclude any other or further exercise thereof or the
exercise of any other right or power hereunder or thereunder. The rights and
remedies of the Administrative Agent, the Issuing Bank and the Lenders hereunder
and under the other Loan Documents are cumulative and are not exclusive of any
rights or remedies provided by law. No waiver of any provision of this Agreement
or any other Loan Document or consent to any departure by any Borrower therefrom
shall in any event be effective unless the same shall be permitted by paragraph
(b) of this Section, and then such waiver or consent shall be effective only in
the specific instance and for the purpose for which given. Without limiting the
generality of the foregoing, the making of a Loan shall not be construed as a
waiver of any Default or Event of Default, regardless of whether the
Administrative Agent, the Issuing Bank or any Lender may have had notice or
knowledge of such Default or Event of Default at the time.

             (b)   No
amendment or waiver of any provision of this Agreement or the other Loan
Documents, nor consent to any departure by any Borrower therefrom, shall in any
event be effective unless the same shall be in writing and signed by such
Borrower and the Required Lenders or such Borrower and the Administrative Agent
with the consent of the Required Lenders and then such waiver or consent shall
be effective only in the specific instance and for the specific purpose for
which given; provided, that no amendment or waiver shall: (i) increase
the Commitment of any Lender without the written consent of such Lender; (ii)
reduce the principal amount of any Loan or any reimbursement obligation in
respect of a Letter of Credit or reduce the rate of interest thereon, or reduce
any fees payable hereunder, without the written consent of each Lender and, if
applicable the Issuing Bank, affected thereby; (iii) postpone the date fixed for
any payment of any principal of, or interest on, any Loan or any reimbursement
obligation in respect of a Letter of Credit or interest thereon or any fees
hereunder or reduce the amount of, waive or excuse any such payment, or postpone
the scheduled date for the 





65


termination or reduction of any Commitment, or allow
a Letter of Credit to have an expiry date subsequent to the Termination Date
without the written consent of each Lender affected thereby, and, if applicable
the Issuing Bank; (iv) change Section 2.18 (b) or (c) in a manner that would
alter the pro rata sharing of payments required thereby, without the written
consent of each Lender and the Issuing Bank; (v) change any of the provisions of
this Section or the definition of “Required Lenders” or any other provision
hereof specifying the number or percentage of Lenders that are required to
waive, amend or modify any rights hereunder or make any determination or grant
any consent hereunder, without the consent of each Lender; (vi) release any
guarantor or limit the liability of any such guarantor under any guaranty
agreement, without the written consent of each Lender; (vii) release all or
substantially all collateral (if any) securing any of the Obligations without
the written consent of each Lender; (viii) affect the rights or duties of
the Issuing Bank under this Agreement without the written consent of the Issuing
Bank; provided further, that no such agreement shall amend, modify
or otherwise affect the rights, duties or obligations of the Administrative
Agent without the prior written consent of such Person; and provided further,
that any waiver of, or amendment to, the definition of “Change of Control”
shall require the consent of Lenders holding 66-2/3% or more of the aggregate
outstanding Commitments at such time, or, if the Commitments have been
terminated, the consent of Lenders holding 66-2/3% or more of the aggregate
outstanding Loans and obligations to participate in LC Disbursements at such
time. Notwithstanding the foregoing, any provision of this Agreement may be
amended by an agreement in writing entered into by the Borrowers, the Required
Lenders, the Issuing Bank and the Administrative Agent if (i) by the terms
of such agreement the Commitment of each Lender not consenting to the amendment
provided for therein shall terminate (but such Lender shall continue to be
entitled to the benefits of Sections 2.15, 2.16, and 2.17 and 11.3) upon
the effectiveness of such amendment and (ii) at the time such amendment
becomes effective, each Lender not consenting thereto receives payment in full
of principal of and interest accrued on each Loan made by it and all other
amounts owing to it or accrued for its account under this Agreement and is
released from its obligations hereunder.


SECTION 11.3. Expenses;
  Indemnification.

             (a)   AESC
shall pay (i) all reasonable, out-of-pocket costs and expenses of the
Administrative Agent and its Affiliates, including the reasonable fees, charges
and disbursements of counsel for the Administrative Agent and its Affiliates, in
connection with the preparation and administration of the Loan Documents and any
amendments, modifications or waivers thereof, and (ii) all out-of-pocket costs
and expenses (including, without limitation, the fees, charges and disbursements
of outside counsel and the allocated cost of inside counsel) incurred by the
Administrative Agent, the Issuing Bank or any Lender in connection with the
enforcement or protection of its rights after the occurrence of an Event of
Default in connection with this Agreement, including its rights under this
Section, or in connection with the Loans made,
including all such out-of-pocket expenses incurred during any workout,
restructuring or negotiations in respect of such Loans.

             (b)   AESC
shall indemnify the Administrative Agent, the Issuing Bank and each Lender, and
each Related Party of any of the foregoing (each, an “Indemnitee”)
against, and hold each of them harmless from, any and all losses, claims,
damages, costs, expenses (including reasonable fees, time charges and expenses
of attorneys for each Indemnitee) and liabilities of 





66


any Indemnitee arising out
of or relating to any litigation, investigation or other proceeding (regardless
of whether the Indemnitee is a party thereto and including any legal or other
expenses incurred in connection with the investigation or defense of any such
litigation or other proceeding) relating to or resulting from (i) the execution
or delivery of this Agreement or any other agreement or instrument contemplated
hereby, the performance by the parties hereto of their respective obligations
hereunder or the consummation of any of the transactions contemplated hereby,
(ii) any Loan or any actual or intended use of the proceeds therefrom,
(iii) the use by any Borrower or any Beneficiary of any Letter of Credit of
such Letter of Credit, (iv) any actual or alleged presence or release of
Hazardous Materials on or from any property owned by any Borrower or any
Subsidiary of any Borrower or any Environmental Liability related to any
Borrower or any Subsidiary of any Borrower, whether based on contract, tort or
any other theory and (iv) any claim against the Administrative Agent or the
Issuing Bank brought by a Lender or the Issuing Bank; provided, that AESC
shall not be obligated to indemnify any Indemnitee for any of the foregoing
arising out of such Indemnitee’s gross negligence or willful misconduct as
determined by a court of competent jurisdiction in a final and nonappealable
judgment. 

             (c)   AESC
shall pay, and hold the Administrative Agent, the Issuing Bank and each of the
Lenders harmless from and against, any and all present and future stamp,
documentary, and other similar taxes with respect to this Agreement and any
other Loan Documents, any collateral described therein, or any payments due
thereunder, and save the Administrative Agent and each Lender harmless from and
against any and all liabilities with respect to or resulting from any delay or
omission to pay such taxes.

             (d)   To
the extent that AESC fails to pay any amount required to be paid to the
Administrative Agent or the Issuing Bank under clauses (a), (b) or (c) hereof,
each Lender severally agrees to pay to the Administrative Agent, such Lender’s
Pro Rata Share (determined as of the time that the unreimbursed expense or
indemnity payment is sought) of such unpaid amount; provided, that the
unreimbursed expense or indemnified payment, claim, damage, liability or related
expense, as the case may be, was incurred by or asserted against the
Administrative Agent or the Issuing Bank in its capacity as such.

             (e)   To
the extent permitted by applicable law, AESC shall not assert, and hereby
waives, any claim against any Indemnitee, on any theory of liability, for
special, indirect, consequential or punitive damages (as opposed to actual or
direct damages) arising out of, in connection with or as a result of, this
Agreement or any agreement or instrument contemplated hereby, the transactions
contemplated therein, any Loan or the use of proceeds thereof.

             (f)   All
amounts due under this Section shall be payable promptly after written demand
therefor. 


SECTION 11.4. Successors and
  Assigns.

             (a)   The
provisions of this Agreement shall be binding upon and inure to the benefit of
the parties hereto and their respective successors and assigns permitted hereby,
except that no Borrower may assign or otherwise transfer any of its rights or
obligations hereunder (other than to an assignee expressly permitted or not
restricted under Section 7.3 hereof) without the prior 






67


written consent of each
Lender (and any attempted assignment or transfer by the Borrower without such
consent shall be null and void). Nothing in this Agreement, expressed or
implied, shall be construed to confer upon any Person (other than the parties
hereto, their respective successors and assigns permitted hereby and, to the
extent expressly contemplated hereby, the 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 Agreement.

             (b)   Any
Lender may assign to one or more Eligible Assignees all or a portion of its
rights and obligations under this Agreement (including all or a portion of its
Commitment, the Loans at the time owing to it and its interests in any other
Extension of Credit); provided that (i) except in the case of an
assignment of the entire remaining amount of the assigning Lender’s Commitment
and the Loans and rights to reimbursement under any LC Disbursement at the time
owing to it or in the case of an assignment to a Lender, 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) of the assigning Lender
subject to each such assignment (determined as of the date the Assignment and
Acceptance with respect to such assignment is delivered to the Administrative
Agent) shall not be less than $1,000,000, in the case of any assignment of a
Loan or rights to reimbursement under an LC Disbursement, unless each of the
Administrative Agent, the Issuing Bank and, so long as no Event of Default has
occurred and is continuing, the Borrowers otherwise consent (each such consent
not to be unreasonably withheld or delayed), (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 Agreement with respect to the Loan or rights
to reimbursement under an LC Disbursement or the Commitment assigned, except
that this clause (ii) shall not prohibit any Lender from assigning all or a
portion of its rights and obligations among separate Commitments on a non pro
rata basis, (iii) the parties to each assignment shall execute and deliver to
the Administrative Agent an Assignment and Acceptance, together with a
processing and recordation fee of $3,500, and the Eligible Assignee, if it shall
not be a Lender, shall deliver to the Administrative Agent an Administrative
Questionnaire and (iv) such Lender has notified AESC of such assignment. Subject
to acceptance and recording thereof by the Administrative Agent pursuant to
paragraph (c) of this Section, from and after the effective date specified in
each Assignment and Acceptance, the Eligible Assignee thereunder shall be a
party hereto and, to the extent of the interest assigned by such Assignment and
Acceptance, have the rights and obligations of a Lender under this Agreement,
and the assigning Lender thereunder shall, to the extent of the interest
assigned by such Assignment and Acceptance, be released from its obligations
under this Agreement (and, in the case of an Assignment and Acceptance covering
all of the assigning Lender’s rights and obligations under this Agreement, such
Lender shall cease to be a party hereto but shall continue to be entitled to the
benefits of Sections 2.15, 2.16, 2.17 and 11.3. Any assignment or transfer by a
Lender of rights or obligations under this Agreement that does not comply with
this paragraph shall be treated for purposes of this Agreement as a sale by such
Lender of a participation in such rights and obligations in accordance with
paragraph (d) of this Section.

             (c)   The
Administrative Agent, acting solely for this purpose as an agent of AESC, shall
maintain at one of its offices in New York, New York a copy of each Assignment
and Acceptance delivered to it and a register for the recordation of the names
and addresses of the Lenders, and the Commitments of, and principal amount of
the Loans owing to, each Lender pursuant to the terms hereof from time to time
(the “Register”). The entries in the Register shall 





68


be conclusive,
and the Borrowers, 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 Agreement, notwithstanding notice to
the contrary. The Register shall be available for inspection by AESC and any
Lender, at any reasonable time and from time to time upon reasonable prior
notice.

             (d)   Any
Lender may, without the consent of, or notice to, any Borrower or the
Administrative Agent, sell participations to one or more banks or other entities
(a “Participant”) in all or a portion of such Lender’s rights
and/or obligations under this Agreement (including all or a portion of its
Commitment and/or the Loans or rights to reimbursement under an LC Disbursement
owing to it); provided that (i) such Lender’s obligations under this
Agreement shall remain unchanged, (ii) such Lender shall remain solely
responsible to the other parties hereto for the performance of such obligations
and (iii) each Borrower, the Administrative Agent, the Issuing Bank and the
other Lenders shall continue to deal solely and directly with such Lender in
connection with such Lender’s rights and obligations under this Agreement. 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
Agreement and to approve any amendment, modification or waiver of any provision
of this Agreement; provided that such agreement or instrument may provide
that such Lender will not, without the consent of the Participant, agree to any
amendment, modification or waiver with respect to the following to the extent
affecting such Participant: (i) increase the Commitment of any Lender without
the written consent of such Lender, (ii) reduce the principal amount of any Loan
or reduce the rate of interest thereon, or reduce any fees payable hereunder,
without the written consent of each Lender affected thereby, (iii) postpone the
date fixed for any payment of any principal of, or interest on, any Loan or
interest thereon or any fees hereunder or reduce the amount of, waive or excuse
any such payment, or postpone the scheduled date for the termination or
reduction of any Commitment, without the written consent of each Lender affected
thereby, (iv) change Section 2.17(b) or (c) in a manner that would alter the pro
rata sharing of payments required thereby, without the written consent of each
Lender, (v) change any of the provisions of this Section or the definition of
“Required Lenders” or any other provision hereof specifying the number or
percentage of Lenders required to waive, amend or modify any rights hereunder or
make any determination or grant any consent hereunder, without the consent of
each Lender; (vi) release any guarantor or limit the liability of any such
guarantor under any guaranty agreement without the written consent of each
Lender except to the extent such release is expressly provided under the terms
of such guaranty agreement; or (vii) release all or substantially all collateral
(if any) securing any of the Obligations. Subject to paragraph (e) of this
Section, each Borrower agrees that each Participant shall be entitled to the
benefits of Sections 2.15, 2.16, and 2.17 to the same extent as
if it were a Lender and had acquired its interest by assignment pursuant to
paragraph (b) of this Section. To the extent permitted by law, each Participant
also shall be entitled to the benefits of Section 11.7 as though it were a
Lender, provided such Participant agrees to be subject to Section 11.7 as though
it were a Lender.

             (e)   Notwithstanding
anything to the contrary contained herein, any Lender (a “Granting
Lender”) may grant to a special purpose funding vehicle (an
“SPV”), identified as such in writing from time to time by the
Granting Lender to the Administrative Agent and AESC, the option to provide to
the Borrowers all or any part of any Loan that such Granting initial Lender
would otherwise be obligated to make to the Borrowers pursuant to this 





69


Agreement; provided, that (i) nothing herein shall constitute a
commitment by any SPV to make any Loan and (ii) if an SPV elects not to exercise
such option or otherwise fails to provide all or any part of any Loan, the
Granting Lender shall be obligated to make such Loan pursuant to the terms
hereof. The making of a Loan by an SPV hereunder shall utilize the Commitment of
the Granting Lender to the same extent, and as if such Loan were made by such
Granting Lender. Each party hereto hereby agrees that no SPV shall be liable for
any indemnity or similar payment obligation under this Agreement (it being
understood and agreed that the Granting Lender shall remain responsible for all
of its obligations hereunder and shall protect and indemnify each Borrower, the
Administrative Agent and the other Lenders for all liabilities, costs and
expenses resulting from the acts and omissions of the SPV). In furtherance of
the foregoing, each party hereto hereby agrees (which agreement shall survive
the termination of this Agreement) that, prior to the date that is one year and
one day after the payment in full of all outstanding commercial paper or other
senior indebtedness of any SPV, it will not institute against, or join any other
person in instituting against, such SPV any bankruptcy, reorganization,
arrangement, insolvency or liquidation proceedings under the laws of the United
States or any State. Notwithstanding anything to the contrary in this Section
11.4, any SPV may (i) with notice to, but without the prior written consent of,
AESC and the Administrative Agent and without paying any processing fee
therefor, assign all or a portion of its interests in any Loans to the Granting
Lender or to any financial institutions (consented to by AESC and the
Administrative Agent) providing liquidity and/or credit support to or for the
account of such SPV to support the funding or maintenance of Loans and (ii)
disclose any non-public information relating to the Loans on a confidential
basis in the manner set forth in Section 11.11.

             (f)   A
Participant shall not be entitled to receive any greater payment under Section
2.15 and Section 2.17 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 applicable
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 2.17 unless
the Borrowers notified of the participation sold to such Participant and such
Participant agrees, for the benefit of the Borrowers, to comply with Section
2.17(e) as though it were a Lender. 

             (g)   Any
Lender may at any time pledge or assign a security interest in all or any
portion of its rights under this Agreement to secure obligations of such Lender,
including without limitation any pledge or assignment to secure obligations to a
Federal Reserve Bank; provided that no such pledge or assignment of a
security interest shall release a Lender from any of its obligations hereunder
or substitute any such pledgee or assignee for such Lender as a party
hereto.


SECTION 11.5. Governing Law; Jurisdiction;
  Consent to Service of Process.

             (a)   This
Agreement and the other Loan Documents shall be construed in accordance with and
be governed by the law (without giving effect to the conflict of law principles
thereof) of the State of New York. 

             (b)   Each
Borrower hereby irrevocably and unconditionally submits, for itself and its
property, to the nonexclusive jurisdiction of the United States District Court
of the Southern 





70


District of New York, and of the Supreme Court of the State of
New York sitting in New York County and any appellate court from any thereof, in
any action or proceeding arising out of or relating to this Agreement or any
other Loan Document or the transactions contemplated hereby or thereby, or for
recognition or enforcement of any judgment, and each of the parties hereto
hereby irrevocably and unconditionally agrees that all claims in respect of any
such action or proceeding may be heard and determined in such New York state
court or, to the extent permitted by applicable law, such Federal court. Each of
the parties hereto agrees that a final judgment in any such action or proceeding
shall be conclusive and may be enforced in other jurisdictions by suit on the
judgment or in any other manner provided by law. Nothing in this Agreement or
any other Loan Document shall affect any right that the Administrative Agent or
any Lender may otherwise have to bring any action or proceeding
relating to this Agreement or any other Loan Document against any Borrower or
its properties in the courts of any jurisdiction.

             (c)   Each
Borrower irrevocably and unconditionally waives any objection which it may now
or hereafter have to the laying of venue of any such suit, action or proceeding
described in paragraph (b) of this Section and brought in any court referred to
in paragraph (b) of this Section. Each of the parties hereto irrevocably waives,
to the fullest extent permitted by applicable law, the defense of an
inconvenient forum to the maintenance of such action or proceeding in any such
court.

             (d)   Each
party to this Agreement irrevocably consents to the service of process in the
manner provided for notices in Section 11.1. Nothing in this Agreement or in any
other Loan Document will affect the right of any party hereto to serve process
in any other manner permitted by law.


SECTION 11.6. WAIVER OF JURY TRIAL.
  

             EACH
PARTY HERETO IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE
LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY
OR INDIRECTLY ARISING OUT OF THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE
TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR
ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT
OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT
SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE
FOREGOING WAIVER, AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE
BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG
OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.


SECTION 11.7. Right of Setoff.
  

             In
addition to any rights now or hereafter granted under applicable law and not by
way of limitation of any such rights, each Lender shall have the right, at any
time or from time to time upon the occurrence and during the continuance of an
Event of Default, without prior notice to any Borrower, any such notice being
expressly waived by such Borrower to the extent permitted 





71


by applicable law, to
set off and apply against all deposits (general or special, time or demand,
provisional or final) of any Borrower at any time held or other obligations at
any time owing by such Lender to or for the credit or the account of such
Borrower against any and all Obligations held by such Lender irrespective of
whether such Lender shall have made demand hereunder and although such
Obligations may be unmatured. Each Lender agrees to notify promptly the
Administrative Agent and the applicable Borrower after any such setoff and any
application made by such Lender; provided, that the failure to give such
notice shall not affect the validity of such setoff and application. 


SECTION 11.8. Counterparts; Integration.
  

             This
Agreement may be executed by one or more of the parties to this Agreement on any
number of separate counterparts (including by facsimile), and all of said
counterparts taken together shall be deemed to constitute one and the same
instrument. This Agreement, the Fee Letter, the other Loan Documents and the
Administrative Agent Fee Letter constitute the entire agreement among the
parties hereto and thereto regarding the subject matters hereof and thereof and
supersede all prior agreements and understandings, oral or written, regarding
such subject matters.


SECTION 11.9. Survival.


             All
covenants, agreements, representations and warranties made by either Borrower
herein and in the certificates or other instruments delivered in connection with
or pursuant to this Agreement shall be considered to have been relied upon by
the other parties hereto and shall survive the execution and delivery of this
Agreement and the making of any Loans, regardless of any investigation made by
any such other party or on its behalf and notwithstanding that the
Administrative Agent or any Lender may have had notice or knowledge of any
Default or incorrect representation or warranty at the time any credit is
extended hereunder, and shall continue in full force and effect as long as the
principal of or any accrued interest on any Loan or any fee or any other amount
payable under this Agreement is outstanding and unpaid and so long as the
Commitments have not expired or terminated. The provisions of Sections 2.15, 2.16, 2.17, and 11.3 and
Article X shall survive and remain in full force and effect regardless of the
consummation of the transactions contemplated hereby, the repayment of the
Loans, the expiration or termination of the Commitments or the termination of
this Agreement or any provision hereof. All representations and warranties made
herein, in the certificates, reports, notices, and other documents delivered
pursuant to this Agreement shall survive the execution and delivery of this
Agreement and the other Loan Documents, and the making of the Loans.


SECTION 11.10. Severability.
  

             Any
provision of this Agreement or any other Loan Document held to be illegal,
invalid or unenforceable in any jurisdiction, shall, as to such jurisdiction, be
ineffective to the extent of such illegality, invalidity or unenforceability
without affecting the legality, validity or enforceability of the remaining
provisions hereof or thereof; and the illegality, invalidity or unenforceability
of a particular provision in a particular jurisdiction shall not invalidate or
render unenforceable such provision in any other jurisdiction.





72



SECTION 11.11. Confidentiality.
  

             Each
of the Administrative Agent, the Issuing Bank and each Lender agrees to take
normal and reasonable precautions to maintain the confidentiality of any
information designated in writing as confidential and provided to it by any
Borrower or any Subsidiary of such Borrower, except that unless otherwise agreed
to in writing by such Lender, such information may be disclosed (i) to its
Affiliates, to other Lenders and their respective Affiliates and to any actual
or prospective assignee or Participant (provided that each such Person
shall agree to be bound by the confidentiality provision of this Section 11.11)
and any other Related Party of the Administrative Agent or any such Lender,
including without limitation accountants, legal counsel and other advisors, (ii)
to the extent required by applicable laws or regulations or by any subpoena or
similar legal process, (iii) to the extent requested by any regulatory agency or
authority, (iv) to the extent that such information becomes publicly available
other than as a result of a breach of this Section, or which becomes available
to the Administrative Agent, any Lender or any Related Party of any of the
foregoing on a nonconfidential basis from a source other than any Borrower, (v)
in connection with the exercise of any remedy hereunder or any suit, action or
proceeding relating to this Agreement or the enforcement of rights hereunder, or
(vi) with the consent of any Borrower. Any Person required to maintain the
confidentiality of any information as provided for 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 its own confidential
information.


SECTION 11.12. Waiver of Effect of Corporate
  Seal. 

             Each
Borrower represents and warrants that it is not required to affix its corporate
seal to this Agreement or any other Loan Document pursuant to any requirement of
law or regulation, and waives any shortening of the statute of limitations that
may result from not affixing the corporate seal to this Agreement or such other
Loan Documents.





S-1


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



	


	 	ALLEGHENY ENERGY
      SUPPLY COMPANY, LLC



	 	 	By  	/s/ Regis F. Binder
		 	 	
      

    
	 	 	 	Name:  Regis F. Binder
	 	 	 	Title:   Treasurer


  

	


	 	ALLEGHENY GENERATING
      COMPANY



	 	 	By  	/s/ Regis F. Binder
		 	 	
      

    
	 	 	 	Name:  Regis F. Binder
	 	 	 	Title:   Treasurer and Vice President


  

  364-Day Credit Agreement






S-2




	


	 	CITIBANK, N.A.,
      as Administrative Agent and as a Lender



	 	 	By  	/s/ Costas Rigas
		 	 	
      

    
	 	 	 	Name:  Costas Rigas
	 	 	 	Title:   Vice President


  

  364-Day Credit Agreement






S-3




	


	 	BANK ONE, NA, as
      Issuing Bank and as Lender



	 	 	By  	/s/ Dawn M. Lawler
		 	 	
      

    
	 	 	 	Name:  Dawn M. Lawler
	 	 	 	Title:   Director


  

  364-Day Credit Agreement






S-4




	


	 	BANK OF AMERICA,
      N.A.



	 	 	By  	/s/ Michelle A. Schoenfell
		 	 	
      

    
	 	 	 	Name:  Michelle A. Schoenfell
	 	 	 	Title:   Principal


  

  364-Day Credit Agreement





S-5




	


	 	JPMORGAN CHASE
      BANK



	 	 	By  	/s/ Peter M. Ling
		 	 	
      

    
	 	 	 	Name:  Peter M. Ling
	 	 	 	Title:    Vice President


  

  364-Day Credit Agreement





S-6




	


	 	UNION BANK OF
      CALIFORNIA, N.A.



	 	 	By  	/s/ Sonja I. Sevcik
		 	 	
      

    
	 	 	 	Name:  Sonja I. Sevcik
	 	 	 	Title:   Vice President


  

  364-Day Credit Agreement





S-7




	


	 	WACHOVIA BANK,
      NATIONAL ASSOCIATION



	 	 	By  	/s/ D. Mitch Wilson
		 	 	
      

    
	 	 	 	Name:  D. Mitch Wilson
	 	 	 	Title:   Vice President


  

  364-Day Credit Agreement





S-8




	


	 	CREDIT LYONNAIS NEW
      YORK BRANCH



	 	 	By  	/s/ Bernard Weymuller
		 	 	
      

    
	 	 	 	Name:  Bernard Weymuller
	 	 	 	Title:   Senior Vice President


  

  364-Day Credit Agreement





S-9




	


	 	CIBC
      INC.



	 	 	By  	/s/ M. Sanjeeva Senanayake
		 	 	
      

    
	 	 	 	Name:  M. Sanjeeva Senanayake
	 	 	 	Title:   Executive Director
	
         CIBC World Market Corp. As Agent


  

  364-Day Credit Agreement






S-10




	


	 	BAYERISCHE HYPO- UND
      VEREINSBANK AG, NEW YORK BRANCH



	 	 	By  	/s/ William W. Hunter
		 	 	
      

    
	 	 	 	Name:  William W. Hunter
	 	 	 	Title:   Director



  
	


	 	 



	 	 	By  	/s/ Marianne Weinzinger
		 	 	
      

    
	 	 	 	Name:  Marianne Weinzinger
	 	 	 	Title:   Director



  

  364-Day Credit Agreement






S-11




	


	 	NATIONAL CITY BANK OF
      PENNSYLVANIA



	 	 	By  	/s/ Susan J. Dimmick
		 	 	
      

    
	 	 	 	Name:  Susan J. Dimmick
	 	 	 	Title:   Vice President


  

  364-Day Credit Agreement





S-12


 

	


	 	CREDIT SUISSE FIRST
      BOSTON 



	 	 	By  	/s/ Paul L. Colon
		 	 	
      

    
	 	 	 	Name:  Paul L. Colon
	 	 	 	Title:   Vice
      President



  
	


	 	 



	 	 	By  	/s/ Vanessa Gomez
		 	 	
      

    
	 	 	 	Name:  Vanessa
      Gomez
	 	 	 	Title:    Associate




  


  364-Day Credit Agreement






S-13




	


	 	ABN AMRO BANK
      N.V.



	 	 	By  	/s/ Thomas Sterr
		 	 	
      

    
	 	 	 	Name:  Thomas Sterr
	 	 	 	Title:   Vice President



  

	


	 	 



	 	 	By  	/s/ Frank van Deur
		 	 	
      

    
	 	 	 	Name:  Frank van Deur
	 	 	 	Title:   Assistant Vice President



  


  364-Day Credit Agreement






S-14





	


	 	THE BANK OF NOVA
      SCOTIA



	 	 	By  	/s/ Jim Trimble
		 	 	
      

    
	 	 	 	Name:  Jim Trimble
	 	 	 	Title:   Managing Director



  


  364-Day Credit Agreement







SCHEDULE I

COMMITMENTS

	Lender Name		Commitment Amount	
	
      

    		
      

    	
	Citibank	 	 	$75,000,000	 
	Bank One	 	 	$75,000,000	 
	Bank of America	 	 	$60,000,000	 
	JPMorgan Chase
    Bank	 	 	$60,000,000	 
	Union Bank of
      California	 	 	$60,000,000	 
	Wachovia/First
      Union	 	 	$60,000,000	 
	Credit Lyonnais	 	 	$45,000,000	 
	Canadian Imperial Bank of
      
   Commerce	 	 	$30,000,000	 
	Hypovereinsbank	 	 	$30,000,000	 
	National City
    Bank	 	 	$30,000,000	 
	Credit Suisse First
      Boston	 	 	$24,000,000	 
	ABN Amro	 	 	$15,000,000	 
	Bank of
    Nova-Scotia	 	 	$15,000,000	 







SCHEDULE 4.5

ENVIRONMENTAL MATTERS

Clean Air Act Section 114 Letter. The United States
Environmental Protection Agency (“USEPA”) has initiated investigation and
enforcement actions against a number of electric utilities regarding the
interpretation of routine maintenance and major modification of a facility which
could trigger the applicability of New Source Performance Standards under the
Clean Air Act. AESC, and one of its affiliates, has received a Section 114
letter from the USEPA on or about the third quarter of 2000 requiring it to
provide records and information relevant to the operation and maintenance of ten
electric generating facilities. AESC, and one of its affiliates, responded with
the information requested. EPA has not yet responded to these submittals. While
AESC, and one of its affiliates, cannot predict the outcome of this matter any
future enforcement action settlement could result in material capital
expenditures or operating costs which may not be recouped by rate increases. For
further information see “Environmental Issues” in the Allegheny Energy, Inc.
Forms 10-K and 10-K/A filed on April 1, 2002 and
April 9, 2002, respectively.

NOx Compliance. In response to an EPA NOx SIP call
rule, AESC, and one of its affiliates, may be required to make significant
reductions in its NOx emissions before May 2003 in Pennsylvania and Maryland and
May 2004 in West Virginia. These reductions would require significant capital
expenditures. For further information see “Environmental Issues” in the
Allegheny Energy, Inc. Forms 10-K and 10-K/A filed on April 1, 2002
and April 9, 2002, respectively.

Mercury. USEPA has announced plans to regulate
mercury emissions from electric generating facilities in conjunction with, or
shortly after, they complete further studies on the issue. AESC, and one of its
affiliates, could be subject to additional emission control requirements on or
before 2008, which could result in significant capital expenditures and
operating costs.

Facility Operations and Releases. AESC, and one of
its affiliates, owns and operates a number of active generation facilities with
active coal combustion by-product disposal sites and processing operations,
sedimentation ponds, coal piles, storage tanks (above and below ground), and
other ancillary equipment necessary for operations. Some of these units have
been owned or operated for many years and releases from some of these units may
have occurred. AESC, and one of its affiliates, projects the need to site new
disposal facilities within the next ten years which will involve significant
capital expenditures and operating costs.

Open Consent Orders/Decrees. AESC is subject to two
open consent orders: (i) Harrison Power Station Stormwater Consent Order (WVDEP,
January 21, 2000, Order No. 4495), final evaluation November 13, 2003; and (ii)
R. Paul Smith Power Station (MDE, July 20, 1992) particulate testing
for Unit 4, annually, and particulate testing for Unit 3, biannually.

Pleasants Power Station Stack Replacement. In order
to comply with SO2 and particulate matter regulations and to maintain proper
station operations AESC, and one of its affiliates, is conducting an engineering
study for the construction of a new stack. Implementation of study results could
result in significant capital expenditures and operating costs.






SCHEDULE 4.14

SUBSIDIARIES

Subsidiaries of Allegheny Energy Supply Company,
LLC (“AESC”)
Jurisdictions of Incorporation or Organization, Type of
Subsidiary and Ownership

Acadia Bay Energy Company, LLC, a Delaware limited
liability company, 100% owned by AESC

Allegheny Energy Supply Capital, LLC, a Delaware
limited liability company, 100% owned by AESC

Allegheny Energy Supply Capital Midwest, LLC, a
Delaware limited liability company, 100% owned by AESC

Allegheny Energy Supply Conemaugh, LLC, a Delaware
limited liability company, 100% owned by AESC

Allegheny Energy Supply Development Services, LLC, a
Delaware limited liability company, 100% owned by AESC

Allegheny Energy Supply Gleason Generating Facility,
LLC, a Delaware limited liability company, 100% owned by AESC

Allegheny Energy Supply Lincoln Generating Facility,
LLC, a Delaware limited liability company, 100% owned by AESC

Allegheny Energy Supply Wheatland Generating
Facility, LLC, a Delaware limited liability company, 100% owned by
AESC

Allegheny Generating Company, a Virginia corporation,
77% owned by AESC

Buchanan Energy Company of Virginia, LLC, a Virginia
limited liability company, 100% owned by AESC

Buchanan Generation, LLC, a Virginia limited
liability company, 50% ( or to be 50%) indirectly owned by AESC

Energy Financing Company, L.L.C., a Delaware limited
liability company, 100% owned by AESC

Lake Acquisition Company, L.L.C., a Delaware limited
liability company, 100% owned by AESC








SCHEDULE 7.4

INVESTMENTS

Investments of Allegheny Energy Supply Company, LLC
(“AESC”)

Acadia Bay Energy Company, LLC, a Delaware limited
liability company, 100% owned by AESC

Allegheny Energy Supply Capital, LLC, a Delaware
limited liability company, 100% owned by AESC

Allegheny Energy Supply Capital Midwest, LLC, a
Delaware limited liability company, 100% owned by AESC

Allegheny Energy Supply Conemaugh, LLC, a Delaware
limited liability company, 100% owned by AESC

Allegheny Energy Supply Development Services, LLC, a
Delaware limited liability company, 100% owned by AESC

Allegheny Energy Supply Gleason Generating Facility,
LLC, a Delaware limited liability company, 100% owned by AESC

Allegheny Energy Supply Lincoln Generating Facility,
LLC, a Delaware limited liability company, 100% owned by AESC

Allegheny Energy Supply Wheatland Generating
Facility, LLC, a Delaware limited liability company, 100% owned by
AESC

Allegheny Generating Company, a Virginia corporation,
77% owned by AESC

Buchanan Energy Company of Virginia, LLC, a Virginia
limited liability company, 100% owned by AESC

Buchanan Generation, LLC, a Virginia limited
liability company, 50% ( or to be 50%) indirectly owned by AESC

Energy Financing Company, L.L.C., a Delaware limited
liability company, 100% owned by AESC

Lake Acquisition Company, L.L.C., a Delaware limited
liability company, 100% owned by AESC

To-Be-Formed Entity (for the La Paz generating
facility), to be organized in Delaware

To-Be-Formed Entity (for the project development
costs), to be organized in Delaware






EXHIBIT A

[FORM OF]
ASSIGNMENT AND
ACCEPTANCE

[date to be supplied]

             Reference
is made to the Credit Agreement dated as of April 19, 2002 (as amended and in
effect on the date hereof, the “Credit Agreement”), among
Allegheny Energy Supply Company, LLC, a Delaware corporation, Allegheny
Generating Company, a Virginia corporation, the Lenders from time to time party
thereto, Bank One, NA as Issuing Bank, and Citibank, N.A., as Administrative
Agent for the Lenders. Terms defined in the Credit Agreement are used herein
with the same meanings.

             The
Assignor hereby sells and assigns, without recourse, to the Assignee designated
below, and the Assignee hereby purchases and assumes, without recourse, from the
Assignor, effective as of the Assignment Date set forth below, the interests set
forth below (the “Assigned Interest”) in the Assignor’s rights and
obligations under the Credit Agreement, including, without limitation, the
Commitment of the Assignor on the Assignment Date and Loans owing to the
Assignor outstanding on the Assignment Date but excluding accrued interest and
fees to and excluding the Assignment Date. The Assignee hereby acknowledges
receipt of a copy of the Credit Agreement. From and after the Assignment Date
(i) the Assignee shall be a party to and be bound by the provisions of the
Credit Agreement and, to the extent of the Assigned Interest, have the rights
and obligations of a Lender thereunder and (ii) the Assignor shall, to the
extent of the Assigned Interest, relinquish its rights and be released from its
obligations under the Credit Agreement.

             This
Assignment and Acceptance is being delivered to the Administrative Agent
together with (i) if the Assignee is a Foreign Lender, any documentation
required to be delivered by the Assignee pursuant to Section 2.17(e) of the
Credit Agreement, duly completed and executed by the Assignee, and (ii) if the
Assignee is not already a Lender under the Credit Agreement, an Administrative
Questionnaire in the form supplied by the Administrative Agent, duly completed
by the Assignee. The Assignee shall pay the fee payable to the Administrative
Agent pursuant to Section 11.4(b) of the Credit Agreement.

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

Date of Assignment:

Legal Name of Assignor:

Legal Name of Assignee:

Assignee’s Address for Notices:





2




	Commitment		Principal Amount Assigned		Percentage Assigned	
	
      

    
		 	 	 	 	 	 	 
		 	$		 	 	%	 
		 	 	 	 	 	 	 



______________

	 	*	 	set forth, to at least 8 decimals, as a
      percentage of the aggregate Commitments of all Lenders
  thereunder



The terms set forth above are hereby agreed
to:



	


	 	[Name of
      Assignor], as Assignor



	 	 	By  	 
		 	 	
      

    
	 	 	 	Name:  
	 	 	 	Title:   






	


	 	[Name of
      Assignee], as Assignee



	 	 	By  	 
		 	 	
      

    
	 	 	 	Name:  
	 	 	 	Title:   







3




The undersigned hereby consent to the within assignment:

ALLEGHENY ENERGY SUPPLY COMPANY, LLC

ALLEGHENY GENERATING COMPANY

	By	
      

    
	 	Name:  	 
	 	Title:   	 


CITIBANK, N.A., as Administrative Agent

	By:	
      

    
	 	Name:	 
	 	Title:	 


BANK ONE, NA, as Issuing Bank

	By:	
      

    
	 	Name:	 
	 	Title:	 








EXHIBIT B

FORM OF REQUEST FOR ISSUANCE

[Date]

Bank One, N.A.
Citibank, N.A., as
Agents
   for the Lenders parties
   to the
Credit Agreement
   referred to below

Attention:________________

Ladies and Gentlemen:

             The
undersigned, refers to the Credit Agreement, dated as of April 19, 2002 (as
amended, supplemented or otherwise modified from time to time, the “Credit
Agreement” the terms defined therein being used herein as therein
defined), among Allegheny Energy Supply Company, LLC, Allegheny Generating
Company, the Lenders parties thereto, the Issuing Bank and the Agent, and hereby
gives you notice, pursuant to Section 2.20 of the Credit Agreement, that the
undersigned hereby requests the issuance of a Letter of Credit (the
“Requested Letter of Credit”) in accordance with the following
terms:


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


             (ii)   the
  expiration date of the Requested Letter of Credit requested hereby is
  _________________________; (1)


             (iii)   the
    proposed stated amount of the Requested Letter of Credit is _______________________;(2)



             (iv)   the
  beneficiary of the Requested Letter of Credit is: [insert name and address of
  beneficiary];


             (v)   the
  conditions under which a drawing may be made under the Requested Letter of
  Credit are as follows:______________________.

             Attached
  hereto as Annex A is a consent to this Requested [amendment] [modification]
  executed by the beneficiary of the Letter of Credit.(3)

______________

	 	(1)	 	Date may not be later than the eighth Business
      Day preceding the Termination Date.
	 	(2)	 	Must be a minimum of $100,000
	 	(3)	 	Include this paragraph only if request is for
      modification or amendment of the Letter of Credit.




             



2




Upon the issuance of the Letter of Credit by the LC Issuing Bank in response
  to this request, the undersigned shall be deemed to have represented and warranted
  that the applicable conditions to an issuance of a Letter of Credit that are
  specified in Article III of the Credit Agreement have been satisfied.




	

      

      

      	 	[ALLEGHENY ENERGY SUPPLY COMPANY,
      LLC] 


  
	

      

	 	[ALLEGHENY GENERATING COMPANY]

      


	 	 	By:  	 
		 	 	
      

    
	 	 	 	Name:
	 	 	 	Title:








EXHIBIT C

[FORM OF ASSUMPTION AGREEMENT]

__________, ____

To Citibank, N.A., as Administrative
Agent party
to the Credit Agreement
referred to below

Ladies and Gentlemen:

             We
make reference to the Credit Agreement (the “Credit Agreement”)
dated as of April 19, 2002, among Allegheny Energy Supply Company, LLC,
Allegheny Generating Company (the “Borrowers”), the lenders named
therein and Citibank, N.A., as Administrative Agent. Terms defined in the Credit
Agreement are used herein as defined therein.

             The
Borrowers and _______________ (the “Assuming Lender”) each hereby
agree as follows:


             1.   The
  Assuming Lender proposes to become an Assuming Lender pursuant to Section
  2.6(c) of the Credit Agreement and, in that connection, hereby agrees with the
  Administrative Agent and the Borrowers that it shall become a Lender for all
  purposes of the Credit Agreement on the applicable Commitment Increase Date.
  


             2.   The
  Assuming Lender (a) confirms that it has received a copy of the Credit
  Agreement, together with copies of the financial statements referred to in
  Section 4.4 thereof and such other documents and information as it has
  deemed appropriate to make its own credit analysis and decision to enter into
  this Assumption Agreement; (b) agrees that it will, independently and
  without reliance upon the Administrative Agent, the Issuing Bank or any other
  Lender and based on such documents and information as it shall deem
  appropriate at the time, continue to make its own credit decisions in taking
  or not taking action under the Credit Agreement; (c) appoints and
  authorizes the Administrative Agent to take such action as agent on its behalf
  and to exercise such powers and discretion under the Credit Agreement as are
  delegated to the Administrative Agent by the terms thereof, together with such
  powers and discretion as are reasonably incidental thereto; and (d) agrees
  that it will perform in accordance with their terms all of the obligations
  that by the terms of the Credit Agreement are required to be performed by it
  as a Lender.


             3.   Following
  the execution hereof, this Assumption Agreement will be delivered to the
  Administrative Agent for acceptance and recording by the Administrative Agent.
  The effective date for this Assumption Agreement (the “Effective
  Date”) shall be the applicable Commitment Increase Date.


             4.   Upon
  satisfaction of the applicable conditions set forth in Section 2.6(c) of the
  Credit Agreement and upon such acceptance and recording by the Administrative
  Agent, as of the Effective Date, the Assuming Lender shall be a party to the
  Credit Agreement and have all of the rights and obligations of a Lender
  thereunder.


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


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








             IN
WITNESS WHEREOF, the Borrowers and the Assuming Lender have caused this letter
to be duly executed and delivered as of the date first above
written.



	

      

      

      	 	 	Very truly yours,

      

      

      


  
	

      

	 	ALLEGHENY ENERGY SUPPLY COMPANY LLC

      


	 	 	By:  	 
		 	 	
      

    
	 	 	 	Name:
	 	 	 	Title:


  
	

      

	 	ALLEGHENY GENERATING COMPANY

      


	 	 	By:  	 
		 	 	
      

    
	 	 	 	Name:
	 	 	 	Title:


  
	

      

	 	[NAME OF ASSUMING LENDER]

      


	 	 	By:  	 
		 	 	
      

    
	 	 	 	Name:
	 	 	 	Title:



Accepted this __ day of

  __________, ____:

CITIBANK, N.A., 
As Administrative
Agent

	By:	
      

    
	 	Name:	 
	 	Title:	 











EXHIBIT 2.3

[FORM OF]
NOTICE OF BORROWING

[Date]

Citibank, N.A.,
   as
Administrative Agent
   for the Lenders referred to
below

Attention: 

Ladies and Gentlemen:

             Reference
is made to the Credit Agreement dated as of April 19, 2002 (as amended and in
effect on the date hereof, the “Credit Agreement”), among the
undersigned, as Borrower, [Allegheny Energy Supply Company, LLC,] [Allegheny
Generating Company,] the Lenders named therein, Bank One, NA, as Issuing Bank,
and Citibank, N.A., as Administrative Agent. Terms defined in the Credit
Agreement are used herein with the same meanings. This notice constitutes a
Notice of Borrowing, and the Borrower hereby requests a Borrowing under the
Credit Agreement, and in that connection [AGC] [AESC] specifies the following
information with respect to the Borrowing requested hereby:


             (A)   Aggregate
  principal amount of Borrowing
  1/:            


             (B)   Date
  of Borrowing (which is a Business Day):
           


             (C)   Interest
  Rate basis
  2/:            


             (D)   Interest
  period
  3/:               


             (E)   Location
  and number of [AGC] [AESC]’s account to which proceeds of Borrowing are to be
  disbursed:            




2


 

 

[AGC] [AESC] hereby represents and warrants that the
  conditions specified in paragraphs (a) and (b) of Section 3.2 of the Credit
  Agreement are satisfied.




	

      

      	 	 	Very truly yours,

      

      
		 	 	[ALLEGHENY ENERGY SUPPLY COMPANY, LLC]
	 	 	 	 
	 	 	 	[ALLEGHENY GENERATING COMPANY]
	 	 	 	 
	 	 	 	 
	 	 	By:  	
      

    
	 	 	 	Name:
	 	 	 	Title:


______________

	 	1/	 	Not less than $5,000,000 and an integral multiple
      of $1,000,000.
	 	2/	 	Eurodollar Borrowing or Base Rate Borrowing.
	 	3/	 	Which must comply with the definition of “Interest
      Period” and end not later than the Maturity Date.












EXHIBIT 2.5

FORM OF
CONTINUATION/CONVERSION

[Date]

Citibank, N.A.,
   as
Administrative Agent
   for the Lenders referred to
below

Attention: 

Dear Sirs:

             Reference
is made to the Credit Agreement dated as of April ___, 2002 (as amended and in
effect on the date hereof, the “Credit Agreement”), among the
undersigned, as a Borrower, [ALLEGHENY GENERATING COMPANY] [ALLEGHENY ENERGY
SUPPLY, LLC] the Lenders named therein, Bank One, NA, as Issuing Bank, and
Citibank, N.A., as Administrative Agent. Terms defined in the Credit Agreement
are used herein with the same meanings. This notice constitutes a
Continuation/Conversion and [AGC] [AESC] hereby requests the conversion or
continuation of a Borrowing under the Credit Agreement, and in that connection
[AGC] [AESC] specifies the following information with respect to the Borrowing
to be converted or continued as requested hereby:


             (A)   Borrowing
  to which this request
  applies:         


             (B)   Principal
  amount of Borrowing to be converted/continued
  :            


             (C)   Effective
  date of election (which is a Business
  Day):            


             (D)   Interest
  rate
  basis:            


             (E)   Interest
  Period:            



	

      

      

      	 	 	Very truly yours,

      
		 	 	[ALLEGHENY ENERGY SUPPLY COMPANY, LLC] 
	 	 	 	 
	 	 	 	[ALLEGHENY GENERATING COMPANY]
	 	 	 	 
	 	 	 	 
	 	 	By:  	
      

    
	 	 	 	Name:
	 	 	 	Title: