Execution Copy

                                     
                                     

                              
                              
                 REVOLVING CREDIT AGREEMENT
                              
                              
                        by and among
                              
                              
             MASSACHUSETTS FUEL INVENTORY TRUST
                       (the "Trust"),
                              
                FLEET NATIONAL BANK, as Agent
                       (the "Agent"),
                              
              THE BANK OF NEW YORK, as co-agent
                      (the "Co-Agent")
                              
                             and
                              
                    THE BANK OF NEW YORK,
               UNION BANK OF CALIFORNIA, N.A.,
                   CORESTATES BANK, N.A.,
                  FIRST UNION NATIONAL BANK
                             and
                     FLEET NATIONAL BANK
                (collectively, the "Banks"),
                              
                              
                              
                              
                         $30,000,000
                              
                              
                              
                     September 12, 1997

                      TABLE OF CONTENTS
                              

Section                                                 Page

1.  DEFINITIONS                                        

2.  THE REVOLVING CREDIT ADVANCES                     

     2.1.  The Revolving Credit Advances                
     2.2.  Making the Advances                          
     
3.  COMPETITIVE BID ADVANCES                          

     3.1.  Competitive Bid Borrowings                   
     3.2.  Interest on Competitive Bid Advances         
     3.3.  Competitive Bid Notes                        
     
4.  CONVERSION, INTEREST, PAYMENTS AND COSTS           

     4.1.  Conversion of Advances                       
     4.2.  Interest                                    
     4.3.  Overdue Principal and Interest               
     4.4.  Limitation on Interest                      
     4.5.  Interest Period and Rate Determination and
             Protection                               
     4.6.  Increased Costs, Etc.                       
     4.7.  Illegality or Impossibility                  
     4.8.  Payment on Any Day Other Than The Last Day of an
              Interest Period                          
     4.9.  Prepayments                                  
     4.10. Payments and Computations                          
     4.11. Payment on Non-Business Days                       
     4.12. Sharing of Payments, Etc.                          
     
5.  COMMITMENTS                                        

     5.1.  Amount of Commitment                         
     5.2.  Extension of Commitments                     
     5.3.  Commitment Fees                              
     5.4.  Reduction and Termination by the Trust       
     
6.   SECURITY                                           

7.   CONDITIONS OF FIRST LENDING                        

     7.1.  Documentation                                
     7.2.  Security Documents                           
     7.3.  Financial Statements                         
     7.4.  Representations and Warranties               
     7.5.  Performance; No Default                      
     7.6.  Company Credit Agreement                     
     7.7.  Proceedings and Documents                    
     7.8.  Notice of Borrowing                          
     
8.   CONDITIONS OF SUBSEQUENT BORROWINGS                

     8.1.  Representations and Warranties               
     8.2.  Performance; No Default                      
     8.3.  Notes in Full Force and Effect               

9.   REPRESENTATIONS AND WARRANTIES                     

     9.1.  Legal Existence and Good Standing, Etc.      
     9.2.  Trust Power; Consents; Absence of Conflict with
              Other Agreements, Etc.                   
     9.3.  Title to Properties; Leases                  
     9.4.  Financial Statements                         
     9.5.  No Material Changes, Etc.                    
     9.6.  Franchises, Patents, Copyrights, Etc.        
     9.7.  Litigation                                   
     9.8.  No Materially Adverse Contracts, Etc.        
     9.9.  Compliance  with Other Instruments,  
             Laws,  Etc.
     9.10. Tax Status                                            
     9.11. Absence of Security Interests, Etc.               
     9.12. Use of Proceeds                                        
     9.13. Pension Plan                                       
     9.14. Disclosure                                         
     9.15. Investment Company; Public Utility Holding
              Company                                  
     9.16. Environmental Matters                              

10.  EXEMPT CHARACTER OF TRANSACTION                    

11.  AFFIRMATIVE COVENANTS                             

     11.1.  Punctual Payment                                   
     11.2.  Maintenance of Office                              
     11.3.  Reports, Certificates and Other Information        
     11.4.  Existence and Franchises                           
     11.5.  Payments of Taxes                                  
     11.6.  Maintenance of Property                            
     11.7.  Books, Records and Inspections                     
     11.8.  Further Assurances                                 
     11.9.  Securities Law, Etc. Compliance                    
     11.10. Insurance                                          
     11.11. Payment  of Indebtedness and Performance of 
               Obligations
     11.12.  Change of Trust Name                               
     11.13.  Enforcement of Fuel Purchase Contract              
     
12.  CERTAIN NEGATIVE COVENANTS                         

     12.1.  Debt  
     12.2.  Liens     
     12.3.  Guaranties, Loans or Advances                      
     12.4.  Investments                                        
     12.5.  Other Agreements                                   
     12.6.  Merger, Consolidation, or Sale of Assets           
     12.7.  Leases                                             
     12.8.  Debt Payments                                           
     12.9.  Alterations to Trust Agreement                     
     12.10. Alterations to Fuel Purchase Agreement             
     
13.  EVENTS OF DEFAULT; ACCELERATION                    

14.  NOTICE AND WAIVERS OF DEFAULT                      

     14.1.  Notice of Default                                 
     14.2.  Waivers of Default                                 
     
15.  REMEDIES ON DEFAULT, ETC.                          

     15.1.   Rights of Banks                                    
     15.2.  Setoff                                             
     
16.  THE AGENT                                          

16A. THE CO-AGENT                                               

17. CONSENT TO JURISDICTION                            

18. BINDING EFFECT AND ASSIGNMENT                      

19. EXECUTION IN COUNTERPARTS                          

20. SURVIVAL OF COVENANTS, ETC.                        

21. NOTICE, ETC.                                       

22. GOVERNING LAW                                      

23. MISCELLANEOUS                                      

24. ENTIRE AGREEMENT, ETC.                             

25. CONSENTS, AMENDMENTS, WAIVERS, ETC.                

26. PARTICIPATIONS                                     

27. EXPENSES; INDEMNIFICATION                          

28. CLAIMS AGAINST THE TRUSTEE                         

29. HEADINGS                                           

30. WAIVER OF JURY TRIAL                               


                 REVOLVING CREDIT AGREEMENT


     REVOLVING  CREDIT AGREEMENT dated as of  September  12,
1997,  by  and among, MASSACHUSETTS FUEL INVENTORY TRUST,  a
trust  organized  under  the laws  of  The  Commonwealth  of
Massachusetts,  and  created under the terms  of  the  Trust
Agreement  (as  defined below), acting by  and  through  its
Trustee, STATE STREET BANK AND TRUST COMPANY, (the "Trust"),
THE  BANK  OF  NEW  YORK, UNION BANK  OF  CALIFORNIA,  N.A.,
CORESTATES BANK, N.A., FIRST UNION NATIONAL BANK  and  FLEET
NATIONAL  BANK (collectively, the Banks"), THE BANK  OF  NEW
YORK,  as co-agent for the Banks (the "Co-Agent"), and FLEET
NATIONAL BANK, as agent for the Banks (the "Agent").
     
     1.   DEFINITIONS.  The following terms shall have  the
meanings  assigned  to  them below in  this  1  or  in  the
provisions  of  this  Agreement  and  the  Exhibits   hereto
referred to below:
     
     Absolute  Rate  -  a fixed rate of interest  per  annum
(computed  on  the basis of a 360-day year  for  the  actual
number of days elapsed and expressed in decimals to 1/10,000
of 1%).
     
     Advance  -  an  advance  by a Bank  to  the  Trust  (i)
pursuant  to  2, whether a Base Rate Advance or  Eurodollar
Rate  Advance  or  (ii) pursuant to 3,  a  Competitive  Bid
Advance (each of which shall be a Type of Advance).
     
     Agent - has the meaning specified in the preamble.
     
     Agent's Fee - has the meaning specified in 5.3(b).
     
     Agent's  Special  Counsel -  Gadsby  &  Hannah  LLP  of
Boston,  Massachusetts,  or such other  counsel  as  may  be
approved by the Agent.
     
     Alternate Base Rate - for any day, will be the  greater
of  (i)  the Base Rate announced from time to time by  Fleet
National Bank at its head office in Boston as its base  rate
or  (ii)  1/2%  per annum above the Federal Funds  Effective
Rate in effect from time to time.
     
     Applicable  Eurodollar Rate Margin -  on  any  date  of
determination,  the  percentage per annum  set  forth  below
opposite the Company's Standard & Poors Rating on such date;
provided, that if no Standard & Poors Rating is in effect on
any  such date, the Applicable Eurodollar Rate Margin  shall
be  the highest Applicable Eurodollar Rate Margin set  forth
below  (and  in  the event the Company wishes  to  designate
another nationally recognized rating service in addition  to
or  other than Standard & Poors Rating Group, the Trust  and
the Banks will negotiate in good faith to amend the schedule
set  forth  below to take account of such new or  additional
rating; provided, that until agreement on such amendment  is
reached, the last effective rating of Standard & Poors shall
be  deemed to continue in effect for purposes of determining
the Applicable Eurodollar Rate Margin):
     
                                          
        Standard & Poors        Applicable Eurodollar
             Rating                 Rate Margin
                
           A                          0.180%
           A-                         0.200%
           BBB+                       0.250%
           BBB                        0.335%
           less than BBB              0.425%
     
     Applicable  Facility  Fee  Rate  -  on  any   date   of
determination,  the  percentage per annum  set  forth  below
opposite the Company's Standard & Poors Rating on such date;
provided, that if no Standard & Poors Rating is in effect on
any such date, the Applicable Facility Fee Rate shall be the
highest Applicable Facility Fee Rate set forth below (and in
the event the Company wishes to designate another nationally
recognized  rating  service in addition  to  or  other  than
Standard & Poors, the Trust and the Banks will negotiate  in
good  faith  to amend the schedule set forth below  to  take
account  of  such new or additional rating;  provided,  that
until  agreement  on  such amendment is  reached,  the  last
effective  rating  of Standard & Poors shall  be  deemed  to
continue   in   effect  for  purposes  of  determining   the
Applicable Facility Fee Rate):
     
                                          
        Standard & Poors         Applicable Facility
             Rating                   Fee Rate
                
           A                           0.075%
           A-                          0.080%
           BBB+                        0.950%
           BBB                         0.120%
           less than BBB               0.200%
     
     Applicable Lending Office - with respect to each  Bank,
such  Bank's Domestic Lending office in the case of  a  Base
Rate  Advance  or Competitive Bid Advance, and  such  Bank's
Eurodollar  Lending Office(s) in the case  of  a  Eurodollar
Advance.
     
     Assessment  Rate  - for any Interest  Period,  the  net
annual  assessment rate (rounded upwards, if  necessary,  to
the  next higher 1/100 of 1%) applicable to the Agent on its
insured  deposits under the Federal Deposit  Insurance  Act,
determined by annualizing the most recent assessment  levied
on  the  Agent by the Federal Deposit Insurance  Corporation
(the "FDIC") with respect to such deposits.
     
     Assignee - has the meaning set forth in 17.
     
     Available Commitment - as of any date of determination,
the excess of (a) the Maximum Commitment over (b) the amount
by   which   the  aggregate  principal  amount  of  advances
outstanding   to  the  Company  under  the  Company   Credit
Agreement  exceeds  the  difference  between  the  Company's
Maximum  Commitment  (as  defined  in  the  Company   Credit
Agreement) and the Maximum Commitment.
     
     Banks - has the meaning specified in the preamble.
     
     Base Rate Advance - an Advance which bears interest  at
the Alternate Base Rate.
     
     Borrowing - simultaneous Advances made hereunder to the
Trust by the Banks.
     
     Boston  -  the  City of Boston in The  Commonwealth  of
Massachusetts in the United States of America.
     
     Business Day - (i) in the case of a Business Day  which
relates  to  a Eurodollar Advance, any day of  the  year  on
which banks are open for business in Boston, London, and New
York  and  on which dealings are carried on in the interbank
market and in the country where payment is to be made in the
currency of such Advances and (ii) in the case of a Business
Day  which relates to a Base Rate Advance or Competitive Bid
Advance,  any  day of the year on which banks are  open  for
business in New York and Boston.
     
     Capitalized Leases - leases in which the Trust  is  the
lessee  and  the  future  rental obligations  of  which  are
reflected  as  a liability on the Trust's balance  sheet  in
accordance with GAAP.
     
     Closing Date - the date of the First Lending.
     
     Co-Agent - has the meaning specified in the preamble.
     
     Collateral - has the meaning specified in 6.
     
     Commitment   -  as  to  each  Bank  on  any   date   of
determination, the Maximum Commitment then in  effect  times
the Commitment Percentage.
     
     Commitment Percentage - as to each Bank on any date  of
determination,  the  percentage  figure  set  opposite  such
Bank's name in 5.1(a).
     
     Commodities - has the meaning specified for  such  term
in the Security Agreement.
     
     Company   -   Colonial  Gas  Company,  a  Massachusetts
corporation.
     
     Company   Credit  Agreement  -  the  Revolving   Credit
Agreement,  of  even date herewith, among the  Company,  the
Banks  and the Agent, as amended and in effect from time  to
time.
     
     Competitive  Bid Advance - an Advance made pursuant  to
3 hereof by a Bank pursuant to a Competitive Bid Auction.
     
     Competitive Bid Auction - a solicitation of Competitive
Bids setting forth Competitive Bid Rates pursuant to 3.
     
     Competitive  Bid Notes - has the meaning set  forth  in
3.3.
     
     Competitive Bid Quote - an offer by a Bank  to  make  a
Competitive Bid Advance in accordance with 3.
     
     Competitive  Bid Rate - has the meaning  set  forth  in
3.1(d)(ii)(C).
     
     Compliance  Certificate - has the meaning specified  in
11.3(c).
     
     Consent  and Agreement - has the meaning specified  for
such term in the Security Agreement.
     
     Convert,   Conversion,  and  Converted  -   refers   to
Conversion of Base Rate Advances or Eurodollar Rate Advances
into Advances of another Type pursuant to 4.1.
     
     Cost - means, at any time as to Commodities of the same
type,  the  aggregate  purchase  price  (including  cost  of
transportation  and injection) paid by the  Trust  for  such
type  of  Commodity, as determined, on a fungible basis,  in
accordance  with  a  generally  accepted  accounting  method
consistently applied.
     
     Debt  - means at any time obligations under Capitalized
Leases  and all obligations of the Trust evidenced by bonds,
debentures,  letters  of  credit,  notes  or  other  similar
instruments and all other evidences of indebtedness  of  the
Trust  (including,  without  limitation,  indebtedness  with
maturities   of  less  than  one  year),  created,   issued,
guaranteed,  incurred or assumed for money borrowed  or  for
the  deferred  (for a period materially  in  excess  of  the
Trust's present customary practices in similar transactions)
purchase  price of property or services purchased,  and  any
other instrument or other arrangement which would be treated
as  indebtedness  under GAAP, excluding,  however,  accounts
payable  (other than for borrowed money) and  accrued  costs
and  expenses  incurred in the ordinary course of  business,
provided that the same are not overdue for 90 days  or  more
in a material amount or, if overdue for 90 days or more in a
material  amount, are being contested in good faith  and  by
appropriate proceedings and reserves, which are adequate  in
accordance with GAAP, have been set aside therefor.
     
     Default(s) - has the meaning specified in 13.
     
     Domestic Lending Office - with respect to any Bank, the
office  of  such  Bank  specified as its  "Domestic  Lending
Office" below its name on the signature pages hereof or such
other office or affiliate of such Bank as such Bank may from
time to time specify to the Trust and the Agent.
     
     DPU - shall mean the Department of Public Utilities  of
The Commonwealth of Massachusetts.
     
     Environmental  Law  -  any  federal,  state,  or  local
statutory  or  common law, ordinance, rule or regulation  in
existence  on  the  applicable date, relating  to  Hazardous
Materials  (as  defined herein), pollution or protection  of
public  health, safety or the environment, including without
limitation, any common law of nuisance or trespass; any law,
rule   or  regulation  relating  to  emissions,  discharges,
releases  or threatened releases of pollutants, contaminants
or  chemicals, or industrial, toxic or hazardous  substances
or waste into the environment (including without limitation,
ambient  air, surface water, ground water, land  surface  or
subsurface  strata) or otherwise relating to  the  presence,
generation,  manufacture,  processing,  distribution,   use,
treatment,  storage,  disposal,  transport  or  handling  of
pollutants,  contaminants or chemicals or industrial,  toxic
or  hazardous  substances or wastes; and any  law,  rule  or
regulation  relating  to  solid waste,  water  quality,  air
quality,  wetlands protection, sanitary waste  disposal,  or
environmental impact review.
     
     Environmental   Notice   -   any   summons,   citation,
directive,   information  request,   notice   of   potential
responsibility,  notice of violation or  deficiency,  order,
claim,   complaint,  investigation,  proceeding,   judgment,
letter  or  other communication, written or oral, actual  or
threatened, from the United States Environmental  Protection
Agency or other federal, state or local agency or authority,
or  any  other  entity  or individual,  public  or  private,
concerning any intentional or unintentional act or  omission
which involves Management of Hazardous Substances on or  off
any  property  owned or leased by Trust,  any  affiliate  of
Trust or any guarantor of the Obligations; the imposition of
any  lien  on  such property, including but not  limited  to
liens  asserted  by government entities in  connection  with
Responses   to   the  presence  or  Release   of   Hazardous
Substances;  and any alleged violation of or  responsibility
under Environmental Laws.
     
     ERISA  -  means the Employee Retirement Income Security
Act of 1974, as amended from time to time.
     
     Eurodollar Advance - shall mean any Advance which bears
interest at a rate determined by reference to the Eurodollar
Rate (Reserve Adjusted).
     
     Eurodollar Lending Office - shall mean with respect  to
any  Bank  the office of such Bank designated as such  below
its  name on the signature pages hereof or such other office
or  offices of such Bank (as designated from time to time by
notice  from  such Bank to the Trust, the  Company  and  the
Agent)  which shall be making or maintaining the  Eurodollar
Advances  of  such Bank hereunder or such  other  office  or
offices  through which such Bank determines  its  Eurodollar
Rate.  A Eurodollar Office of any Bank may be, at the option
of  such  Bank,  either a domestic office or foreign  office
located within Europe, the Caribbean or the Bahamas.
     
     Eurodollar  Rate  -  with  respect  to  any  Eurodollar
Advance for any Interest Period, the rate per annum equal to
the average of the respective rates notified to the Agent by
the  Reference  Bank  as  the rate at  which  United  States
dollars  in immediately available funds are offered  to  the
Eurodollar Lending Office of the Reference Bank two Business
Days prior to the beginning of such Interest Period by prime
banks in any interbank market selected by the Reference Bank
at  or  about  the  relevant local time of  such  Eurodollar
Lending  Office,  for  delivery on the  first  day  of  such
Interest  Period,  for the number of days comprised  therein
and  in  an amount equal or comparable to the amount of  the
Eurodollar  Advance of the Reference Bank for such  Interest
Period.   As used herein, "relevant local time"  as  to  any
Eurodollar  Office shall mean 11:00 A.M., London time,  when
such  Eurodollar  Lending Office is located  in  Europe,  or
10:00 A.M., Boston time, when such Eurodollar Lending Office
is located in North America, the Caribbean or the Bahamas.
     
     Eurodollar  Rate (Reserve Adjusted) - with  respect  to
any  Eurodollar Advance for any Interest Period, a rate  per
annum  equal  to the sum of (i) the rate per annum  (rounded
upwards,  if  necessary,  to  the  nearest  1/100   of   1%)
determined pursuant to the following formula:
     
Eurodollar Rate*   =     Eurodollar Rate + Applicable Eurodollar 
(Reserve Adjusted)                  Rate Margin
                        _______________________________________ 
                          1-Eurodollar Reserve Percentage

     *To  be  rounded  upwards, if necessary,  to  the  next
higher 1/16 of 1%.
     
     Eurodollar  Reserve  Percentage  -  shall  mean,   with
respect  to  each Interest Period, the percentage (expressed
as  a  decimal)  equal  to  the daily  average  during  such
Interest Period of the percentages in effect on each day  of
such Interest Period as prescribed by the Board of Governors
of  the  Federal  Reserve  System  (or  any  successor)  for
determining  reserve requirements applicable to  "Eurodollar
Liabilities"  pursuant to Regulation D  or  any  other  then
applicable  regulation  of  the  Board  of  Governors  which
prescribes  reserve requirements applicable  to  "Eurodollar
Liabilities" as presently defined in Regulation D.
     
     Event(s) of Default - has the meaning specified in 13.
     
     Facility Fee - has the meaning specified in 5.3(b).
     
     Federal Funds Effective Rate - the weighted average  of
the  rates  on  overnight  federal funds  transactions  with
members  of  the Federal Reserve System arranged by  federal
funds brokers on such day, as published for the prior day by
the Federal Reserve Bank of Boston.
     
     First  Lending - the first Advance made  to  the  Trust
hereunder.
     
     Fuel  Purchase Contract - the Purchase Contract,  dated
as  of June 27, 1990, between the Trust and the Company,  as
amended and in effect on the Closing Date.
     
     GAAP  - in general, principles which are (a) consistent
with  the principles promulgated or adopted by the Financial
Accounting   Standards  Board  and  its   predecessors   (or
successor organizations), in effect for the fiscal  year  of
the  Trust  ended  December  31,  1996  and  (b)  such  that
certified  public accountants would, insofar as the  use  of
accounting  principles is pertinent, be  in  a  position  to
deliver an unqualified opinion as to financial statements in
which  such principles have been properly applied; provided,
however, that for purposes of the financial statements to be
delivered  by the Trust pursuant to 11 hereof,  GAAP  shall
mean such principles as in effect for the periods covered by
such financial statements.
     
     Guaranteed  Pension  Plan  -  means  any  pension  plan
maintained  by  the  Trust or to which it  contributes,  the
benefits under which are guaranteed in whole or in  part  by
the Pension Benefit Guaranty Corporation.
     
     Hazardous  Substance - any substance  or  material  (i)
identified  in Section 101(14) of CERCLA, 42 USC   9601(14)
and  as  set forth in Title 40, Code of Federal Regulations,
Part  302, as the same may be amended from time to time,  or
(ii) determined to be or identified as toxic, a pollutant or
contaminant,  or regulated as such under federal,  state  or
local  statute,  law,  ordinance,  rule,  or  regulation  or
judicial or administrative order or decision, as same may be
amended  from time to time.  The term "Hazardous  Substance"
as  used herein shall also include any substance or material
presently  or  hereafter identified defined  or  treated  as
toxic   or  hazardous  in  any  manner  according   to   any
Environmental  Law, or, including, without  limitation,  any
oil,   lead   paint,   herbicides,   pesticides,   asbestos,
polychlorinated  biphenyls,  radon,  radioactive  substance,
methane,  volatile hydrocarbons, acids, pesticides,  paints,
petroleum-based  products, liquefied  natural  gas,  gas  in
vapor  form, propane, lead, cyanide, DDT, printing inks  and
industrial solvents..
     
     Indemnified Party - has the meaning specified in 27.
     
     Independent  Accountant - a firm of independent  public
accountants  selected  by  the Board  of  Directors  of  the
Company,  which is "independent" as that term is defined  in
Rule  2-01  of Regulation S-X promulgated by the  Securities
and  Exchange Commission and is reasonably acceptable to the
Agent.
     
     Interest Payment Date - (a) for any Eurodollar Advance,
the  last day of each Interest Period for such Advance,  (b)
for  any Base Rate Advance any date when interest is due and
payable   as  provided  in  4.2(a)  hereof,  and  (c)   for
Competitive Bid Advances, any date when interest is due  and
payable as provided under 3.2 hereof.
     
          Interest  Period  - (a)    with  respect  to  each
Eurodollar Advance comprising the same Borrowing:
          
          (i)   initially, the period (A) commencing on  the
     date  of such Borrowing or, in the case of a Conversion
     into  Eurodollar Advances pursuant to 4.1,  commencing
     on  the date of such Conversion and (B) ending one (1),
     two  (2),  three (3), or six (6), months thereafter  as
     determined  in accordance with the provisions  of  this
     Agreement; and
          
          (ii)  thereafter, each subsequent Interest  Period
     for Eurodollar Advances shall begin on the last day  of
     the  immediately  preceding Interest  Period  for  such
     Advances and shall end one (1), two (2), three (3),  or
     six  (6),  months  thereafter as the Trust  may  select
     pursuant  to 4.5; provided that (A) any such  Interest
     Period which would otherwise end on a day which is  not
     a Business Day shall be extended to the next succeeding
     Business Day unless such Business Day occurs in  a  new
     calendar  month,  in  which case such  Interest  Period
     shall  end on the next preceding Business Day  and  (B)
     any  such  Interest Period which begins on  a  day  for
     which there is no numerically corresponding day in  the
     calendar month during which such Interest Period is  to
     end shall end on the last Business Day of such calendar
     month.
          
          (b)   With respect to each Base Rate Advance,  the
period  commencing on the date of such Advance and  expiring
on  the date when the Base Rate Advance is repaid or, as the
case may be, Converted to another Type of Advance.
          
          (c)  With respect to each Competitive Bid Advance,
the period commencing on the date of such Advance and ending
not  less than 7 days and not more than 180 days thereafter,
as the Trust may elect in accordance with 3 hereof.
          
     No Interest Period may be selected in respect to all or
any  portion  of  any Advance (other than a Competitive  Bid
Advance) which would expire on a date which occurs after the
Maturity  Date  for  the then Outstanding  Revolving  Credit
Notes of the Trust and no Interest Period may be selected in
respect  of  all or any portion of any Advance  which  would
expire after the Termination Date or on a date which is  not
a Business Day.
     
     Loan  Documents  -  collectively, this  Agreement,  the
Notes, the Security Documents, the Fee Letter and any  other
documents  or  instruments required to be delivered  by  the
Trust pursuant hereto or thereto.
     
     London - the City of London in England.
     
     Majority Banks - at any time, the Bank or Banks holding
at least 66 2/3% of the aggregate unpaid principal amount of
the Advances (excluding Competitive Bid Advances), or, if no
Advances  (excluding Competitive Bid Advances)  are  at  the
time  outstanding, having at least 66 2/3% of the  aggregate
amount of the Commitments then in effect.
     
     Manage   or   Management   -   to   generate,   handle,
manufacture,  process, treat, store,  use,  re-use,  refine,
recycle,   reclaim,  blend  or  burn  for  energy  recovery,
incinerate,  accumulate speculatively, transport,  transfer,
dispose   of,  Release,  threaten  to  Release  or   abandon
Hazardous Substances;

     "Material  Adverse Change" - a material adverse  change
in  the  business, assets, liabilities, condition (financial
or  otherwise), results of operations or business  prospects
of  (a)  the  Trust which would reasonably  be  expected  to
render the Trust unable to perform its obligations under the
Loan  Documents.  The term "Material Adverse  Change"  shall
include,   without  limitation,  any  change  in  any   law,
regulation, treaty or directive or in the interpretation  or
application  thereof by any Governmental Body  charged  with
the  administration thereof or compliance by the Trust  with
any  request  or  directive from any Governmental  Body  the
result of which would have a Material Adverse Effect.

     "Material  Adverse Effect" - (a) with  respect  to  any
Person  (including,  without  limitation,  the  Trust),  any
materially adverse effect on such Person's business, assets,
liabilities, condition (financial or otherwise), results  of
operations  or  business prospects, (b) with  respect  to  a
group  of  Persons  "taken as a whole"  (including,  without
limitation,  the  Trust), any materially adverse  effect  on
such   Persons'  business,  assets,  liabilities,  financial
conditions,  results  of operations  or  business  prospects
taken as a whole on, where appropriate, a consolidated basis
in  accordance with GAAP and (c) with respect to any of this
Agreement,  the Note or the Security Documents, any  adverse
effect,  WHETHER  OR  NOT MATERIAL, on the  binding  nature,
validity or enforceability thereof as an obligation  of  the
Trust.
     
     Maturity Date - has the meaning specified in 2.2(h).
     
     Maximum  Commitment - as of any date of  determination,
the lesser of (a) $30,000,000 or (b) the amount to which the
Maximum  Commitment may have been reduced pursuant to  5.4;
provided,  that  if  the obligations of the  Banks  to  make
further advances are terminated pursuant to 13, the Maximum
Commitment as of any date of determination thereafter  shall
be deemed to be zero.
     
     Monthly Report - has the meaning specified in 11.3(e).
     
     Notes  -  collectively, the Revolving Credit Notes  and
the Competitive Bid Notes.
     
     Notice  of  Borrowing  - has the meaning  specified  in
2.2(a).
     
     Obligations   -   all  indebtedness,  obligations   and
liabilities  to  the  Banks, individually  or  collectively,
existing   on  the  date  of  this  Agreement   or   arising
thereafter,  direct or indirect, joint or several,  absolute
or   contingent,   matured  or  unmatured,   liquidated   or
unliquidated,  secured or unsecured,  arising  by  contract,
operation  of  law  or  otherwise of the  Trust  arising  or
incurred under this Agreement or in respect of Advances made
or instruments at any time evidencing any of the foregoing.
     
     Officer's  Certificate - a certificate  signed  by  the
President,   Executive  Vice  President,  any  Senior   Vice
President, the Vice President - Finance or Treasurer of  the
corporation on whose behalf the certificate is executed.
     
     Outstanding - when used with reference to the aggregate
balance  of Advances, means and includes, as at any date  of
determination, the unpaid principal amount of the Advances.
     
     Pension  Benefit  Guaranty Corporation  -  the  Pension
Benefit  Guaranty Corporation created by 4002 of ERISA  and
any successor entities having similar responsibilities.
     
     Person  -  any  individual,  corporation  (including  a
business    trust),   partnership,   trust,   unincorporated
association, joint stock company, limited liability company,
limited  liability  partnership or  other  legal  entity  or
organization  and  any  governmental  agency  or   political
subdivision thereof.
     
     Purchase  Contract  -  shall  mean  the  Fuel  Purchase
Contract  dated as of June 27, 1990, between the  Trust  and
the Company.
     
     Reference Bank - Fleet National Bank.
     
     Release  - any actual or threatened spilling,  leaking,
pumping,    pouring,   emitting,   emptying,    discharging,
injection,  escaping,  leaching,  dumping  or  disposing  of
Hazardous   Substances   into  the  environment,   as   that
"environment" is defined in CERCLA; and
     
     Reserve  Requirement - with respect  to  each  Interest
Period, a percentage (expressed as a decimal) equal  to  the
daily  average during such Interest Period of the  aggregate
reserve  requirement  (including  all  basic,  supplemental,
marginal  and  other reserves and taking  into  account  any
transitional  adjustments  or  other  scheduled  changes  in
reserve  requirements during such Interest Period) specified
under  Regulation D of the Board of Governors of the Federal
Reserve  System,  or any other regulation of  the  Board  of
Governors  which prescribes reserve requirements  applicable
to   nonpersonal  time  deposits  as  presently  defined  in
Regulation D, as then in effect, as applicable to the  class
of  banks  of  which Fleet National Bank  is  a  member,  on
deposits  having  a  maturity approximately  equal  to  such
Interest Period.
     
     Respond  or  Response - any action  taken  pursuant  to
Environmental Laws to correct, remove, remediate, clean  up,
prevent, mitigate, monitor, evaluate, investigate or  assess
the Release of a Hazardous Substance.
     
     Revolving  Credit Notes - has the meaning specified  in
2.2(h).
     
     Security   Agreement  -  the  Security  Agreement   and
Assignment of Contracts, of even date herewith, between  the
Trust and the Agent, in substantially the form of Exhibit  H
hereto.
     
     Security  Documents - the Security Agreement, the  Fuel
Purchase  Contract  (as defined therein),  the  Consent  and
Agreement  (as  defined  therein) the  Trust  Agreement  (as
defined  therein) and any documents or instruments delivered
pursuant  thereto to perfect the security  interest  of  the
Agent created thereby.
     
     Storage  Fields  - has the meaning specified  for  such
term in the Security Agreement.
     
     Standard  &  Poors Rating - the rating  announced  from
time  to  time  by Standard & Poors for the Company's  bonds
issued under the Indenture (as defined in the Company Credit
Agreement).
     
     Subsidiary  -  any  corporation, association  or  other
business  entity,  a majority (by number of  votes)  of  the
outstanding  Voting Stock of which is at the time  owned  or
controlled by the Company or by one or more Subsidiaries  of
the  Company  or by the Company and one or more Subsidiaries
of  the  Company  or in any event which is included  in  the
Company's consolidated balance sheet.
     
     Termination  Date  - the earlier of (a)  September  11,
2000, or such later date to which the date of termination of
the  Banks' obligations to make Advances hereunder shall  be
extended in accordance with 5.2 hereof and (b) the date  of
termination of this Agreement pursuant to 13.
     
     Trust  Agreement  - the Trust Agreement,  dated  as  of
June  22,  1990, between the Company, as Trustor, and  State
Street  Bank  and  Trust Company (as  successor  trustee  to
Shawmut  Bank,  N.A.), as Trustee, as amended in  accordance
with its terms and in effect from time to time.
     
     Trust  Borrowing Base - An amount equal to  the  "Total
Fuel  Inventory" of the Trust as set forth on the  "Analysis
of  Fuel  Inventory Accounts" of the Trust included  in  the
most recent Monthly Report.
     
     Trustee  -  State  Street Bank and Trust  Company,  the
successor trustee under the Trust Agreement.
     
     Type  of  Advances - any one of the types  of  Advances
under this Agreement.
     
     Voting  Stock  - capital stock or similar interests  of
any  class  or classes (however designated), the holders  of
which are at the time entitled, as such holders, to vote for
the election of the directors (or persons performing similar
functions) of the corporation, association or other business
entity  involved, whether or not the right so to vote exists
by reason of the happening of a contingency.
     
     Wholly  Owned Subsidiary - any Subsidiary  all  of  the
outstanding capital stock or other interest of which,  other
than  directors' qualifying shares and shares issued  solely
for  the purpose of satisfying local requirements concerning
the minimum number of shareholders, is owned by the Company,
directly or indirectly through a Wholly Owned Subsidiary.
     
     All  terms  of an accounting character not specifically
defined  herein shall have the meanings assigned thereto  by
GAAP.
     
     2.  THE REVOLVING CREDIT ADVANCES.
     
     2.1.   The  Revolving  Credit  Advances.   Each   Bank
severally  agrees,  on the terms and conditions  hereinafter
set  forth, to make Advances to the Trust from time to  time
on  any  Business Day during the period from the date hereof
to  the  Termination Date in an aggregate amount (i) in  the
case  of each Bank not to exceed at any time the Outstanding
amount of such Bank's Commitment and (ii) in the case of all
of  the  Banks  not  to exceed at any time  the  Outstanding
amount  of the Available Commitment, in each case,  as  such
amount  may be reduced pursuant to 5.4.  In no event  shall
the  aggregate outstanding principal balance of all Advances
to the Trust exceed the lesser of (A) $30,000,000 or (B) the
Trust  Borrowing  Base.   In no  event  shall  any  Bank  be
obligated  to  fund or maintain Advances in excess  of  such
Bank's Commitment.  For each borrowing immediately following
receipt of the Monthly Report, the aggregate of all Advances
(including such borrowing) shall in no event be greater than
the  Trust  Borrowing  Base as set  forth  in  such  Monthly
Report.    At  no  time  shall  the  aggregate   number   of
Outstanding  Advances  to the Trust  hereunder  and  to  the
Company under the Company Credit Agreement exceed the number
six (6).
     
     Each  Borrowing made by the Trust shall:  (i) be in  an
aggregate amount of not less than $500,000 (unless otherwise
specified herein) and (ii) consist of Advances of  the  same
Type  made to the Trust on the same day by the Banks ratably
according  to  their respective Commitments.   There  is  no
limit  on the number of Borrowings that may be made  on  any
Business Day.  Within the limits of the provisions  of  this
2.1,  the  Trust may borrow, prepay pursuant  to  4.9  and
reborrow under this 2.1.
     
     2.2.  Making the Advances.
     
          (a)   Each  Advance  (other than  Competitive  Bid
Advances)  shall  be  made on notice given  not  later  than
10:00  A.M.  (Boston time), (i) in the case of a  Base  Rate
Advance on the date of the proposed Borrowing or (ii) in the
case of a Eurodollar Rate Advance on the third Business  Day
prior  to the date of the proposed Borrowing, given  to  the
Agent  from the Trust (a "Notice of Borrowing").  The  Agent
shall  give  the  Banks  prompt notice  of  each  Notice  of
Borrowing  and of each other notice received from the  Trust
hereunder.   Each  such  Notice of  Borrowing  shall  be  by
telephone, telecopy, telex or cable, in each case  confirmed
immediately  in  writing by the Trust in  substantially  the
form  of  Exhibit  B  hereto,  specifying  therein  (A)  the
requested date of such Borrowing, (B) the requested Type  of
Advances  comprising such Borrowing, (C) in the  case  of  a
Borrowing   comprised  of  Eurodollar   Rate   Advances   or
Eurodollar  Advances, the initial Interest Period  for  such
Advances,  and (D) the amount of such Borrowing (which  must
be  a  minimum  of $1,000,000 in the case  of  a  Notice  of
Borrowing requesting Eurodollar Advances).
          
          (b)   Each  Bank shall, before 12:00 Noon  (Boston
time)  on  the date of such Borrowing, subject to the  terms
and  conditions  of this Agreement, make available  for  the
account of its Applicable Lending Office to the Agent at the
Agent's  address  referred  to in  21  and  in  immediately
available  funds  such  Bank's  ratable  portion   of   such
Borrowing.  After the Agent's receipt of such funds and upon
fulfillment of the applicable conditions set forth in 7  or
8, as the case may be, the Agent will credit such funds  to
the Trust at such address or office.
          
          (c)   A  Notice  of Borrowing with  respect  to  a
Eurodollar Advance shall be irrevocable and binding  on  the
Trust  and,  in  respect  of  any  Borrowing  comprised   of
Eurodollar  Advances, the Trust shall  indemnify  each  Bank
against  any  loss or expense incurred by  such  Bank  as  a
result  of  any failure of the Trust to borrow  the  amounts
requested   on   the   date  requested,  including   without
limitation,  any  loss, including lost profits,  or  expense
incurred  by  reason  of the liquidation,  reutilization  or
reemployment of deposits or other funds acquired by any Bank
to  fund or maintain a Eurodollar Advance to be made by such
Bank.
          
          (d)   Unless the Agent shall have received  notice
from  a  Bank prior to the date of any Borrowing  that  such
Bank  will  not  make  available to the  Agent  such  Bank's
ratable portion of such Borrowing, the Agent may assume that
such  Bank has made such portion available to the  Agent  on
the  date  of  such  Borrowing in  accordance  with  and  as
provided  in  this 2.2 and the Agent may, in reliance  upon
such assumption, make available on such date a corresponding
amount  to the Trust.  If and to the extent such Bank  shall
not have so made such ratable portion available to the Agent
and  the  Agent shall have made available such corresponding
amount  to  the Trust, such Bank agrees to pay to the  Agent
forthwith  on demand, and the Trust agrees to repay  to  the
Agent  within two Business Days after demand (but only after
demand for payment has first been made to such Bank and such
Bank  has  failed to make such payment), an amount equal  to
such corresponding amount together with interest thereon for
each  day  from  the date the Agent shall make  such  amount
available to the Trust until the date such amount is paid or
repaid  to the Agent, at an interest rate for the first  day
of  such period equal to the interest rate applicable at the
time  to  Advances  comprising such Borrowing  and  for  all
subsequent  days of such period equal to the Alternate  Base
Rate.    If   such  Bank  shall  pay  to  the   Agent   such
corresponding  amount, such amount so paid shall  constitute
such  Bank's Advance as part of such Borrowing for  purposes
of  this Agreement.  If the Trust makes a repayment required
by  the  foregoing provisions of this 2.2(d) and thereafter
the  applicable Bank or Banks make the payments to the Agent
required  by  this 2.2(d), the Agent shall promptly  refund
the amount of the Trust's payment.
          
          (e)   The  failure of any Bank to make the Advance
to  be made by it as part of any Borrowing shall not relieve
any  other Bank of its obligation, if any, hereunder to make
its Advance on the date of such Borrowing, but no Bank shall
be responsible for the failure of any other Bank to make the
Advance  to  be made by such other Bank on the date  of  any
Borrowing.
          
          (f)   In the case of Eurodollar Advances requested
in  a  Notice of Borrowing, the Agent shall notify the Trust
and  the  Company  and  each Bank  of  the  Eurodollar  Rate
applicable  to  such  Eurodollar  Advances  not  later  than
11:00 A.M. (Boston time) on the Business Day of the proposed
Borrowing specified in the applicable Notice of Borrowing.
          
          (g)     The    Trust    hereby   absolutely    and
unconditionally promises to pay to the Agent for the account
of each of the Banks on the Termination Date all Outstanding
Advances.
          
          (h)  Revolving Credit Notes.  The Indebtedness  of
the   Trust   resulting  from  the  Advances   (other   than
Competitive Bid Advances) made and to be made to  the  Trust
hereunder  shall be evidenced by revolving credit notes,  in
substantially  the  form of Exhibit A hereto,  executed  and
delivered by the Trust to each Bank on (i) the date  of  the
First Lending and (ii) on the date of each Borrowing made by
the  Trust  hereunder on or after the Maturity Date  of  any
previously  delivered  Revolving  Credit  Note.   Each  such
Revolving  Credit  Note and the Advances  evidenced  thereby
will  be  due and payable on the date (the "Maturity  Date")
which  is the earlier of (A) 364 days after the date thereof
or (B) the Termination Date.  (The revolving credit notes of
the  Trust  are  collectively  referred  to  herein  as  the
"Revolving Credit Notes").
          
     All  Advances  made to the Trust by  a  Bank  shall  be
recorded  by  the Bank and all payments made on  account  of
principal thereof shall be similarly recorded.  Any  failure
of  a Bank to record a transaction in a timely fashion shall
not affect or impair the validity of any Obligation.
     
     3.  COMPETITIVE BID ADVANCES
     
     3.1.  Competitive Bid Borrowings.
     
          (a)   Competitive Bid Advance Option.  In addition
to  the Advances permitted pursuant to 2 hereof, the  Trust
may,  pursuant to the terms of this 3, cause the  Agent  to
request that the Banks make offers to fund Advances  to  the
Trust from time to time prior to the Termination Date.   The
Banks may, but shall have no obligation to, make such offers
and  the Trust may, but shall have no obligation to,  accept
such offers in the manner set forth in this 3.
          
          (b)   Competitive  Bid Request.   When  the  Trust
wishes  to  request offers to make Competitive Bid  Advances
under  this 3, it shall transmit to the Agent by  telex  or
telecopier  a  bid  request substantially  in  the  form  of
Exhibit C hereto to be received no later than 10:00 A.M.  on
the first Business Day prior to the requested Borrowing date
with  respect to Absolute Rate Advances specifying  (A)  the
requested Borrowing date (which must be a Business Day)  and
the amount of such Competitive Bid Advance (which must be  a
minimum  of  $2,500,000)  and may  not,  together  with  the
aggregate  amount of all other Advances then Outstanding  to
the  Trust,  exceed  the Available Commitment  and  (B)  the
Interest  Period  for such Advance.  The Trust  may  request
offers to make Advances for more than one Interest Period in
a  single  bid request.  The Trust may submit a request  for
offers to make Competitive Bid Advances that number of times
in any period of 12 consecutive months which does not exceed
the  difference between forty (40) and the number  of  times
the Company requests "Competitive Bid Advances" under and as
defined  in the Company Credit Agreement during the same  12
month period.
          
          (c)   Invitation for Competitive Bids.  Subsequent
to  receipt  of a bid request, the Agent shall send  to  the
Banks  by  telex or telecopier an invitation  for  bids  not
later  than 4:00 P.M. (Boston time) on the Business  Day  on
which  the  Trust  delivers its request in  accordance  with
3.1(b),  substantially in the form  of  Exhibit  D  hereto,
which shall constitute an invitation by the Trust requesting
each  Bank  to submit bids offering to make Competitive  Bid
Advances in accordance with this 3.
          
          (d)  Submission and Contents of Competitive Bids.
          
          (i)   Each Bank may submit a Competitive Bid Quote
     containing  an offer or offers to make Competitive  Bid
     Advances in response to any invitation for bids.   Each
     Competitive Bid Quote must comply with the requirements
     of  this  subsection (d) and, except  in  the  case  of
     Competitive Bid Quotes by Fleet National Bank, must  be
     submitted to the Agent by telex or telecopier not later
     than 9:15 A.M. (Boston time) on the requested Borrowing
     Date.    Competitive  Bid  Quotes  submitted  by  Fleet
     National  Bank must be submitted directly to the  Trust
     by telex or telecopier not later than 9:00 A.M. (Boston
     time) on the requested Borrowing Date.  Any Competitive
     Bid  Quote so made shall be irrevocable except with the
     written  consent of the Agent given on the instructions
     of the Trust.
          
          (ii)  Each  Competitive  Bid  Quote  shall  be  in
     substantially the form of Exhibit E hereto and shall in
     any case specify:
          
               (A)  the proposed Borrowing Date,
               
               (B)   the principal amount of the Advance for
          which  each offer is made, which principal  amount
          (x)  may  be  greater than the Commitment  of  the
          quoting  Bank  but  may  not  exceed  the  Maximum
          Commitment,  (y) must be $2,500,000  or  a  larger
          multiple  of  $1,000 and (z) may  not  exceed  the
          principal  amount of Competitive Bid Advances  for
          which offers were requested,
               
               (C)   the rate of interest per annum (rounded
          to the nearest 1/10,000th of 1%) (the "Competitive
          Bid  Rate") offered for each such Competitive  Bid
          Advance,
               
               (D)    the  proposed  maturity  date  of  the
          proposed Advance (which date must be no less  than
          7  days  and  no  longer than 180  days  from  the
          Borrowing Date specified in subsection (A) above),
          and
               
               (E)  the identity of the quoting Bank.
               
          (iii)       Any  Competitive  Bid  Quote   for   a
     Competitive Bid Advance shall be disregarded if it:
          
               (A)   is  not  substantially in the  form  of
          Exhibit  E hereto or does not specify all  of  the
          information required by subsection (d)(ii);
               
               (B)   contains  qualifying,  conditional   or
          similar language;
               
               (C)  proposes terms other than or in addition
          to  those  set forth in the applicable  invitation
          for Competitive Bids; or
               
               (D)   arrives  after the time  set  forth  in
          subsection (d)(i).
               
          (e)   Notice to Trust.  Not later than 10:00  A.M.
(Boston  time)  on the requested Borrowing Date,  the  Agent
shall  notify the Trust of the terms of any Competitive  Bid
Quote  submitted  by a Bank that is in accordance  with  the
preceding  subsection (d).  The Agent's notice to the  Trust
shall specify (i) the aggregate principal amount of Advances
for which offers have been received for each Interest Period
specified  in the related Competitive Bid Request  and  (ii)
the  respective principal amounts and Competitive Bid Rates,
as  the case may be, so offered, as well as the terms of the
Competitive  Bid Quotes which were received but  disregarded
by the Agent.
          
          (f)   Acceptance and Notice By Trust.   Not  later
than  10:30  A.M.  (Boston time) on the requested  Borrowing
Date,  the  Trust shall notify, by telephone,  confirmed  by
telecopy,  the Agent of its acceptance or non-acceptance  of
the  offers  so  notified to it pursuant  to  the  preceding
subsection  (e).  In the case of an acceptance, such  notice
(a  "Notice  of  Borrowing")  shall  specify  the  aggregate
principal amount of offers for each Interest Period that are
accepted.  The Trust may accept any Competitive Bid Quote in
whole or in part; provided that:
          
          (i)    the  aggregate  principal  amount  of  each
     Borrowing  may  not  exceed the applicable  amount  set
     forth in the related Competitive Bid Request,
          
          (ii)  subject to the provisions of 3.1(h) hereof,
     the principal amount of each Advance must be $2,500,000
     or a larger multiple of $1,000,
          
          (iii)      offers  quoting lower  Competitive  Bid
     Rates  must be accepted prior to offers quoting  higher
     Competitive Bid Rates, and
          
          (iv) the Trust shall not accept any offer that  is
     described  in  subsection (d)(iii)  or  that  otherwise
     fails   to  comply  with  the  requirements   of   this
     Agreement.
          
          (g)   Notice by the Agent to the Banks.  After the
Trust notifies the Agent of its acceptance or non-acceptance
of  the  offers pursuant to subsection (f), the Agent  shall
notify,  by  telephone and confirm by telecopy,  such  Banks
that  made  such offers pursuant to subsection  (d)  of  the
Trust's  acceptance  or non-acceptance of  such  offers  not
later  than  11:00  A.M.  (Boston  time)  on  the  requested
Borrowing Date.
          
          (h)   Allocation  by Agent; Usage of  Commitments.
If  offers  are  made  by two or more Banks  with  the  same
Competitive  Bid  Rates  for a greater  aggregate  principal
amount  than  the  amount in respect  of  which  offers  are
accepted  for  the  related Interest Period,  the  principal
amount  of  Advances  in respect of which  such  offers  are
accepted shall be allocated by the Agent among such Banks as
nearly  as  possible (in such multiples,  not  smaller  than
$1,000, as the Agent may deem appropriate) in proportion  to
the    aggregate   principal   amount   of   such    offers.
Determinations  by the Agent of the amounts  of  Competitive
Bid  Advances shall be conclusive in the absence of manifest
error.
          
     Upon  each  occasion that a Competitive Bid Advance  is
made,  and during the period for which such Competitive  Bid
Advance  is  outstanding, each Bank's  Commitment  shall  be
deemed  automatically utilized by an  amount  equal  to  the
amount  of such Competitive Bid Advance multiplied  by  such
Bank's  Commitment Percentage, regardless of the  extent  to
which such Bank makes such Competitive Bid Advance.
     
     3.2.   Interest  on  Competitive Bid  Advances.   Each
Competitive   Bid  Advance  shall  bear  interest   on   the
outstanding principal amount thereof for the Interest Period
applicable  thereto,  at  a rate  per  annum  equal  to  the
Competitive Bid Rate quoted by the Bank making such  Advance
in  accordance with 3.1(d).  Such interest shall be payable
for each Interest Period on the last day thereof or, if such
Interest  Period  is longer than three months,  every  three
months  after  the first day thereof and  on  the  last  day
thereof.
     
     Notwithstanding  any  other  provision  herein  to  the
contrary,  at  no  time  shall  the  sum  of  the  aggregate
principal amount of Competitive Bid Advances Outstanding  to
the  Trust plus the aggregate principal amount of all  other
Advances  Outstanding  to  the Trust  exceed  the  Available
Commitment.
     
     3.3.  Competitive Bid Notes.  The Indebtedness of  the
Trust  resulting from the Competitive Bid Advances made  and
to  be  made  to the Trust hereunder shall be  evidenced  by
promissory notes executed and delivered by the Trust to  the
Banks  making each such Competitive Bid Advance on the  date
such Competitive Bid Advances are made in substantially  the
form of Exhibit A-1 hereto (the "Competitive Bid Notes").
     
     4.  CONVERSION, INTEREST, PAYMENTS AND COSTS.
     
     4.1.   Conversion of Advances.  The  Trust  may,  upon
notice  given to the Agent not later than 10:00 A.M. (Boston
time) on the Business Day of the proposed Conversion in  the
case  of Conversion into Base Rate Advances and on the third
Business  Day prior to the proposed Conversion  in the  case
of  Conversion  into Eurodollar Advances,  Convert,  on  any
Business  Day,  all  Base Rate Advances or  Eurodollar  Rate
Advances  comprising the same Borrowing made  to  the  Trust
into  Advances of one or more Types, provided, however, that
any  Conversion of Eurodollar Advances may be made  on,  and
only  on,  the  last  day  of an Interest  Period  for  such
Advances  and any Conversion into Eurodollar Advances  shall
be  in a minimum amount of $1,000,000.  Each such notice  of
Conversion  shall, within the restrictions specified  above,
specify  (i) the date of such Conversion, (ii) the  Advances
to  be  Converted,  and  (iii) if such  Conversion  is  into
Eurodollar  Advances, the duration of the  initial  Interest
Period for such Advances.
     
     4.2.  Interest.  Except as otherwise provided in 4.3,
the  Trust shall pay interest on the unpaid principal amount
of  each  Advance made by each Bank from the  date  of  such
Advance until such principal amount is paid in full, at such
interest rates, and payable at such times as follows:
     
          (a)  during such periods as such Advance shall  be
a  Base  Rate  Advance, at the Alternate Base Rate,  payable
quarterly  in  arrears on the last day of each March,  June,
September and December during such periods and on  the  date
such Base Rate Advance shall be paid in full; and
          
            (b) during such periods as such Advance shall be
a  Eurodollar  Advance,  at  the  Eurodollar  Rate  (Reserve
Adjusted),  payable  (i)  with respect  to  each  Eurodollar
Advance for which the Interest Period is either one (1), two
(2)  or  three (3) months on the Interest Payment  Date  and
(ii)  with respect to each Eurodollar Advance for which  the
Interest  Period is six (6) months, the amount  of  interest
accrued shall be payable on the last day of the third  month
of  such  Interest Period and the remaining portion of  such
interest shall be payable on the Interest Payment Date.
          
     4.3.   Overdue Principal and Interest.  Any amount  of
principal of any and all Advances which is not paid when due
(whether  at stated maturity, by acceleration or  otherwise)
and,  to the extent permitted by law, any amount of interest
on  any such Advances which is not paid when due, shall bear
interest,  from  the date on which such  amount  shall  have
become  due  and payable by the Trust to the date  on  which
such   amount  shall  be  paid  (whether  before  or   after
judgment),  payable on demand, at a rate  equal  to  2%  per
annum above the rate of interest otherwise applicable to the
relevant Advances.
     
     4.4.   Limitation on Interest.  No provision  of  this
Agreement  or any Note shall require the payment  or  permit
the  collection  of  interest in excess  of  the  rate  then
permitted by applicable law.
     
     4.5.   Interest  Period  and  Rate  Determination  and
Protection.
     
          (a)   The  Trust shall have the option to elect  a
duration of one (1) month, two (2) months, three (3)  months
or  six (6) months in the case of Eurodollar Advances,  made
to  it,  for  each  Interest Period.  Such option  shall  be
exercised  as provided in 2.2 with respect to  the  initial
Interest  Period for any Eurodollar Advances  and  shall  be
exercised  as provided in 4.1 with respect to  the  initial
Interest  Period for Eurodollar Advances commencing  on  the
date  of  a Conversion into such Advances, and in each  such
case, may be exercised as to each subsequent Interest Period
applicable  to such Advances by giving notice to  the  Agent
three  Business  Days  in the case of  Eurodollar  Advances,
prior  to the first day of such subsequent Interest  Period.
Each  such notice shall be by telephone, telex, telecopy  or
cable, in each case confirmed immediately in writing by  the
Trust.   If no such notice is received with respect  to  the
Advances, the Trust shall be deemed to have elected the same
Interest   Period  duration  as  the  immediately  preceding
Interest Period applicable to such Advances.
          
          (b)   In the event the Agent shall determine  that
adequate   and   reasonable  methods  do   not   exist   for
ascertaining  the Eurodollar Rate which would  otherwise  be
applicable  during  any  Interest Period,  the  Agent  shall
forthwith   give   telex   or  telecopy   notice   of   such
determination (which shall be conclusive and binding on  the
Trust),  to the Trust at least two Business Days before  the
first day of such Interest Period.  In such event:  (i)  any
Notice of Borrowing or Notice of Conversion pursuant to 4.1
requesting  a Eurodollar Advance shall be deemed  a  request
for  a Base Rate Advance; (ii) each Eurodollar Advance  will
automatically, on the last day of the then current  Interest
Period thereof, Convert into a Base Rate Advance; and  (iii)
the  obligations  of  the Banks to make Eurodollar  Advances
shall  be  suspended  until the Agent  determines  that  the
circumstances  giving  rise  to such  suspension  no  longer
exist, whereupon the Agent shall so notify the Trust and the
Banks.
          
     4.6.  Increased Costs, Etc.
     
          (a)     Anything    herein   to    the    contrary
notwithstanding,  if  any  changes  in  present  or   future
applicable law (which term "applicable law", as used in this
Agreement,  includes  statutes  and  rules  and  regulations
thereunder  and  interpretations thereof  by  any  competent
court  or  by any governmental or other regulatory  body  or
official   charged   with   the   administration   or    the
interpretation    thereof    and    requests,    directives,
instructions  and notices at any time or from time  to  time
heretofore or hereafter made upon or otherwise issued to the
Agent  or  any  Bank by any central bank  or  other  fiscal,
monetary or other authority, whether or not having the force
of  law) shall (i) subject the Agent or any Bank to any tax,
levy, impost, duty, charge, fee, deduction or withholding of
any nature with respect to this Agreement, the amount of the
Commitments or the payment to the Agent or any Bank  of  any
amounts  due to it hereunder, or (ii) materially change  the
basis  of taxation of payments to the Agent or any  Bank  of
the  principal  of or the interest on the  Advances  or  any
other amounts payable to the Agent or any Bank hereunder, or
(iii) impose or increase or render applicable any special or
supplemental  deposit or reserve or similar requirements  or
assessment against assets held by, or deposits in or for the
account of, or any liabilities of, or loans by an office  of
the  Agent  or  any  Bank  in respect  of  the  transactions
contemplated herein, or (iv) impose on the Agent or any Bank
any  other  condition or requirement with  respect  to  this
Agreement, the Commitments or any Advance, and the result of
any of the foregoing is (A) to increase the cost to any Bank
of  making,  funding or maintaining all or any part  of  the
Advances, or (B) to reduce the amount of principal, interest
or  other  amount payable to any Bank hereunder, or  (C)  to
require  the  Agent or any Bank to make any  payment  or  to
forego  any  interest  or other sum payable  hereunder,  the
amount of which payment or foregone interest or other sum is
calculated  by  reference to the gross  amount  of  any  sum
receivable or deemed received by the Agent or any Bank  from
the  Trust  hereunder,  then, and  in  each  such  case  not
otherwise  provided  for hereunder,  the  Trust  will,  upon
demand  made  by  the Agent promptly following  the  Agent's
receipt  of notification of such event (or made by any  Bank
with respect to any of the matters described in clause (iii)
above  promptly  following  such Bank's  receipt  of  notice
pertaining  to  such  matters) accompanied  by  calculations
thereof  in  reasonable detail, pay to  the  Agent  for  its
account or for the account of such Bank, as the case may be,
such  additional amounts as will be sufficient to compensate
them  for  such  additional  cost,  reduction,  payment   or
foregone  interest or other sum, provided that the foregoing
provisions of this sentence shall not apply in the  case  of
any additional cost, reduction, payment or foregone interest
or  other  sum resulting from any taxes charged upon  or  by
reference to the overall net income, profits or gains of the
Agent or any Bank.
          
          (b)   If  any Bank shall have determined that  any
present   or   future  applicable  law,  rule,   regulation,
guideline, directive or request (whether or not having force
of  law)  regarding capital requirements for banks  or  bank
holding  companies,  or  any  change  therein  or   in   the
interpretation or administration thereof by any governmental
authority,  central bank or comparable agency  charged  with
the  interpretation or administration thereof, or compliance
by  such  Bank with any of the foregoing, either  imposes  a
requirement  upon  such Bank to allocate additional  capital
resources  or increases such Bank's requirement to  allocate
capital resources to such Bank's commitment to make,  or  to
such Bank's maintenance of, Advances hereunder, which has or
would  have the effect of reducing the return on such Bank's
capital  to  a level below that which such Bank  could  have
achieved   (taking  into  consideration  such  Bank's   then
existing  policies  with  respect to  capital  adequacy  and
assuming  full utilization of such Bank's capital)  but  for
such  applicability, change, interpretation,  administration
or  compliance,  by any amount deemed by  such  Bank  to  be
material,  such Bank shall promptly after its  determination
of  such  occurrence give notice thereof to the Trust.   The
Trust and such Bank shall thereafter attempt to negotiate in
good   faith  an  adjustment  to  the  compensation  payable
hereunder which will adequately compensate the Bank for such
reduction.   If  the Trust and any such Bank are  unable  to
agree to such adjustment within thirty days after the day on
which the Trust received such notice, then commencing on the
date of such notice (but not earlier than the effective date
of   any   such   applicability,   change,   interpretation,
administration  or  compliance), the fees payable  hereunder
shall  increase  by  an amount which will,  in  such  Bank's
reasonable  determination,  evidenced  by  calculations   in
reasonable detail delivered to the Company, compensate  such
Bank  for such reduction, such Bank's determination of  such
amount  to be conclusive and binding upon the Trust,  absent
manifest error.  In determining such amount, a Bank may  use
any   reasonable   methods  of  averaging,   allocating   or
attributing such reduction among its customers.
          
     4.7.   Illegality  or Impossibility.   Notwithstanding
any  other  provision of this Agreement, if the introduction
of  or any change in or in the interpretation of any law  or
regulation applicable to any Bank or its Eurodollar  Lending
Office shall make it unlawful, or any central bank or  other
governmental authority having jurisdiction over such Bank or
its  Eurodollar  Lending  Office shall  assert  that  it  is
unlawful,  for  such Bank or Eurodollar  Lending  Office  to
perform   its  obligations  hereunder  to  make   Eurodollar
Advances  to  the Trust or to continue to fund  or  maintain
Eurodollar Advances to the Trust hereunder, or if  any  Bank
determines   after  making  reasonable  efforts,   including
consultations with the Agent, that deposits of the  relevant
amount  for  the  relevant Interest  Period  for  Eurodollar
Advances to the Trust, are not available to such Bank  after
making reasonable attempts to obtain such deposits, then, on
notice thereof and demand therefor by such Bank to the Trust
and  the Agent, (i) the obligation of such Bank to the Trust
to  make  Eurodollar  Advances  and  to  Convert  Base  Rate
Advances into Eurodollar Advances in such currency shall  be
suspended and (ii) the Trust shall forthwith prepay in  full
all  Eurodollar Advances to such Bank with interest  accrued
thereon.   If  the Trust so notifies the Agent  within  five
Business Days after any Bank notifies the Trust pursuant  to
the  foregoing  provisions  of this  4.7,  the  Trust  may,
instead of prepaying, Convert all Eurodollar Advances of all
Banks then outstanding into Base Rate Advances.
     
     4.8.  Payment on Any Day Other Than The Last Day of an
Interest Period.  If, due to payments or Conversions made by
the  Trust pursuant to this Agreement or due to acceleration
of  the  maturity of any Advances pursuant to 13 or due  to
any other reason, any Bank receives payments of principal or
is  subject to a Conversion to another Type of Advance of  a
Eurodollar Advance other than on the last day of an Interest
Period  relating to the applicable Eurodollar  Advance,  the
Trust  shall, upon demand by such Bank (with a copy of  such
demand  to  the Agent), pay to the Agent for the account  of
such  Bank any amounts required to compensate such Bank  for
any  additional  losses,  costs or  expenses  which  it  may
reasonably  incur as a result of such payment or Conversion,
including,  without  limitation, any  loss,  including  lost
profits,  costs  or  expenses  incurred  by  reason  of  the
liquidation,  reutilization or reemployment of  deposits  or
other  funds acquired by such Bank to fund or maintain  such
Advances.    Such   compensation   may   include,    without
limitation,  an amount equal to (a) the amount  of  interest
which  would have accrued on the amount so paid, prepaid  or
Converted  or  not borrowed, Converted or  prepaid  for  the
period  from  the  date  of  such  payment,  prepayment   or
Conversion  or failure to borrow, Convert or prepay  to  the
last  day  of  the  then current Interest  Period  for  such
Advance (or, in the case of a failure to borrow, Convert  or
prepay,  to  the  last day of the Interest Period  for  such
Advance  which  would have commenced on  the  date  of  such
failure to borrow, Convert or prepay) at the applicable rate
of  interest for such Advances provided for herein minus (b)
the  amount  of  interest (as reasonably determined  by  the
Agent in consultation with such Bank) which would accrue and
become  payable  to  such Bank during  such  period  on  the
principal  repaid,  prepaid or not borrowed  if  such  Bank,
following  such repayment, prepayment or failure to  borrow,
were to reinvest such principal in U. S. Treasury securities
selected by such Bank in an amount equal (as nearly  as  may
be)  to the principal so repaid, prepaid or not borrowed and
having a term equal (as near as may be) to such period.
     
     4.9.    Prepayments.   The  Trust   may   not   prepay
Competitive  Bid  Advances prior to  the  last  day  of  the
Interest  Period relating thereto.  The Trust may,  upon  at
least  five  Business Days notice to the Agent  stating  the
proposed  date  and  aggregate  principal  amount   of   the
prepayment,  and  if such notice is given the  Trust  shall,
prepay  the  outstanding aggregate principal amount  of  all
other  types  of Advances made to the Trust as part  of  the
same  Borrowing,  in whole at any time, or ratably  in  part
from time to time, with accrued interest to the date of such
prepayment  on  the  principal  amount  prepaid;   provided,
however, that:  (i) each partial prepayment shall be  in  an
aggregate  principal amount of not less than $1,000,000  and
(ii) all such prepayments shall be made to the Agent for the
account   of  the  Banks  ratably  according  to  the   then
outstanding  principal amount of the  Notes;  and  provided,
that if any such prepayment of Eurodollar Advances shall  be
made  on  any  day other than the last day of  the  Interest
Period applicable to such Advance, the Trust shall indemnify
the  Banks  (i)  as  provided in 4.8 and (ii)  for  amounts
required to compensate each Bank for any additional  losses,
including  lost  profits, costs or  expenses  which  it  may
reasonably  incur as a result of such prepayment,  including
without  limitation any loss, costs or expenses incurred  by
reason of the liquidation, reutilization or reemployment  of
deposits or other funds.
     
     4.10.  Payments and Computations.
     
          (a)   The Trust shall make each payment to be made
by  it hereunder not later than 12:00 noon (Boston time)  on
the day when due in lawful money of the United States to the
Agent  at  its  address  set forth  in  21  in  immediately
available funds.  The Agent will, promptly after its receipt
thereof,  distribute like funds relating to the  payment  of
principal  or  interest or Commitment Fees or other  amounts
payable  hereunder ratably to the Banks for the  account  of
their  respective  Advances  and  their  Applicable  Lending
Offices  in like funds.  All payments by the Trust hereunder
and  under  any  of the other Loan Documents shall  be  made
without  setoff or counterclaim and free and  clear  of  and
without  deduction for any taxes, levies,  imposts,  duties,
charges,  fees, deductions, withholdings, compulsory  loans,
restrictions  or conditions of any nature now  or  hereafter
imposed  or  levied  by any jurisdiction  or  any  political
subdivision  thereof  or taxing or other  authority  therein
unless  the Trust is compelled by law to make such deduction
or withholding.  If any such obligation is imposed hereafter
upon  the  Trust with respect to any amount  payable  by  it
hereunder  or  under  any of the other Loan  Documents,  the
Trust will pay to the Agent, for the account of the Banks or
(as  the  case may be) the Agent, on the date on which  such
amount is due and payable hereunder or under such other Loan
Document,  such  additional amount in dollars  as  shall  be
necessary  to enable the Banks or the Agent to  receive  the
same  net  amount  which the Banks or the Agent  would  have
received  on  such  due  date had no  such  obligation  been
imposed   upon  the  Trust,  provided  that  the   foregoing
obligation to pay such additional amounts shall not apply:
          
          (i)  to any payment to a Bank if such Bank is not,
     on  the  date hereof (or on the date it becomes a  Bank
     under this Agreement) and on the date of any change  in
     the  lending office of such Bank identified  after  its
     execution,  entitled  by virtue  of  its  status  as  a
     non-resident  alien  to  submit  either  a  Form   1001
     (relating  to such Bank and entitling it to a  complete
     exemption  from  withholding  on  all  interest  to  be
     received by it hereunder in respect of the Advances) or
     Form  4224 (relating to all interest to be received  by
     such Bank hereunder in respect of Advances) of the U.S.
     Department of Treasury, or
          
          (ii)  to  any  item referred to in  the  preceding
     sentence that would not have been imposed but  for  the
     failure   by   such  Bank  to  comply  with  applicable
     certification,  information,  documentation  or   other
     reporting   requirements  concerning  the  nationality,
     residence,  identity or connections of such  Bank  with
     the  United  States if such compliance is  required  by
     statute  or  regulation  of  the  United  States  as  a
     precondition to relief or exemption from such item.
          
     The   Trust   will  deliver  promptly  to   the   Agent
certificates or other valid vouchers for all taxes or  other
charges deducted from or paid with respect to payments  made
by  the  Trust hereunder or under such other Loan  Document.
Promptly  after  receipt  of all payments  with  respect  to
Competitive  Bid Advances, the Agent shall  pay  the  proper
portion  of  such  payment  to each  Bank  which  made  such
Competitive Bid Advance.
     
          (b)  All computations of interest, Commitment Fees
and  Facility Fees hereunder shall be made by the  Agent  on
the  basis  of a year of 360 days for the actual  number  of
days  (including the first day but excluding the  last  day)
elapsed.    The  outstanding  amount  of  the  Advances   as
reflected on the Agent's records from time to time shall  be
considered  correct and binding on the Trust and  the  Banks
unless  within thirty (30) days after receipt of any  notice
by the Agent of such outstanding amount, the Trust or any of
the  Banks,  as  the case may be, notify the  Agent  to  the
contrary.
          
          (c)  Any change in the rate of interest payable on
any  Advance  resulting from a change in the Alternate  Base
Rate shall become effective as of the opening of business on
the  day  on  which such change in the Alternate  Base  Rate
becomes effective.
          
     4.11.   Payment  on Non-Business Days.   Whenever  any
payment to be made hereunder shall be stated to be due on  a
day other than a Business Day, such payment shall be made on
the next succeeding Business Day, (except as provided in the
definition  of Interest Period in 1) and such extension  of
time  shall  in such case be included in the computation  of
payment of interest or Commitment Fees, or Facility Fees, as
the case may be.
     
     4.12.   Sharing of Payments, Etc.  If any  Bank  shall
obtain  any payment (whether voluntary, involuntary, through
the  exercise  of  any right of set-off,  or  otherwise)  on
account  of the Advances made by it in excess of its ratable
share (according to the then outstanding principal amount of
the  Advances)  of  payments  on  account  of  the  Advances
obtained by all the Banks, such Bank shall purchase from the
other Banks such participations in the Advances held by such
other  Banks  as shall cause such purchasing Bank  to  share
such  payment  ratably  according to  the  then  outstanding
principal  amount of the Advances with each  of  such  other
Banks; provided, however, that if all or any portion of such
payment  is thereafter recovered from such purchasing  Bank,
the  purchase  shall  be rescinded and  the  purchase  price
restored to the extent of such recovery, with interest at an
interest  rate per annum equal to the Alternate  Base  Rate.
The Trust agrees that any Bank so purchasing a participation
in  the  Trust's Advance from another Bank pursuant to  this
4.12  may, to the fullest extent permitted by law, exercise
all its rights of payment with respect to such participation
as  fully  as if such Bank were the direct creditor  of  the
Trust in the amount of such participation.
     
     5.  COMMITMENTS.
     
     5.1.  Amount of Commitment.  The respective amount  of
each Bank's Commitment on the date hereof and its respective
Commitment Percentage shall be as follows (except as may  be
modified pursuant to Section 18):
     
                              Amount of    Commitment
            Lender           Commitment    Percentage

     The Bank of New York    $8,000,000     26.67%
     Union Bank of           $4,000,000     13.33%
       California, N.A.
     CoreStates Bank,        $4,000,000     13.33%
       N.A.
     First Union National    $4,000,000     13.33%
       Bank
     Fleet National Bank    $10,000,000     33.33%
     
     5.2.   Extension of Commitments.  The  Trust  may,  by
written  notice  to the Banks and the Agent  not  less  than
sixty (60) days and not more than ninety (90) days prior  to
the  Termination  Date  then in  effect,  request  that  the
Termination  Date be extended to a later date  specified  in
such notice.  The Agent shall notify the Trust as to whether
all  of  the  Banks  have agreed to  the  extension  of  the
Termination  Date to such later date not later  than  thirty
(30) days prior to the Termination Date then in effect.   An
extension to which all of the Banks have agreed shall become
effective  upon the receipt by the Banks not less than  five
(5)  Business  Days prior to the Termination  Date  then  in
effect of (a) executed promissory notes substantially in the
form  of Exhibit A hereto, and (b) an opinion of counsel  to
the  Trust, satisfactory to the Banks and their counsel,  as
to  the  due  authorization, execution and delivery  by  the
Trust of such notice of extension and such promissory notes,
the validity and binding effect as regards the Trust of this
Agreement  and the promissory notes so delivered, and  there
being no necessity for any authorization or approval by,  or
any  filing or registration with, any public regulatory body
(including,   but  without  limitation,  approval   of   the
Department  of  Public  Utilities  of  The  Commonwealth  of
Massachusetts) for such extension and for the performance of
this Agreement and the promissory notes so delivered (or, if
any  such action is necessary or required, stating that  the
same  has  been duly obtained or effected, and is valid  and
sufficient  for  the  purpose and a  true  copy  thereof  is
attached to such opinion).
     
     5.3.  Commitment Fees.
     
          (a)  Facility Fee.  The Trust agrees to pay to the
Agent  for  the account of each Bank, pro rata in accordance
with  its  Commitment, a Facility Fee (the  "Facility  Fee")
calculated at the Applicable Facility Fee Rate on the amount
of  such  Bank's  Commitment.  The  Facility  Fee  shall  be
payable  quarterly  in  arrears on  the  last  day  of  each
calendar quarter and on the Termination Date.
          
          (b)  Agent's Fees.  The Trust has agreed to pay to
the Agent a fee for arranging the Advances hereunder and  an
agent's administration fee (the "Agent's Fee") in accordance
with a letter agreement dated as of the date hereof, between
the Company and the Agent.
          
     5.4.   Reduction and Termination by  the  Trust.   The
Trust  at its option may, at any time and from time to time,
reduce ratably in part (in integral multiples of $5,000,000)
or  terminate in whole the unused portion of the  Commitment
of  the  Banks  provided for in 5.1 on not less  than  five
Business  Days' notice in writing, telegraphic or telephonic
notice  confirmed in writing to the Agent.   Promptly  after
receiving any notice of the Trust delivered pursuant to this
5.4,  the  Agent  will notify the Banks  of  the  substance
thereof.   After  any such termination, the  Trust  may  not
reinstate the portion terminated.
     
     6.   SECURITY.  The Obligations of the  Trust  to  the
Banks under the Loan Documents shall be secured by a blanket
first  perfected  lien on all of the gas  inventory  of  the
Trust and by an assignment by the Trust of the Fuel Purchase
Contract   and  certain  other  documents  and   instruments
(collectively, the "Collateral"), pursuant to the  terms  of
the Security Documents.
     
     7.   CONDITIONS OF FIRST LENDING.  The  obligation  of
each  Bank to make its Advance on the occasion of the  First
Lending is subject to the following conditions precedent:
     
     7.1.   Documentation.  The Agent shall  have  received
before  the day of the First Lending, in form and  substance
satisfactory to the Agent and in sufficient copies for  each
Bank:
     
          (a)   Certified copies of the resolutions  of  the
Trustee of the Trust approving this Agreement and the  other
Loan Documents;
          
          (b)  Signed copies of a certificate of the Trustee
of the Trust certifying the names and true signatures of the
officers of the Trust authorized to sign this Agreement, the
other Loan Documents and any other documents delivered or to
be delivered by the Trust hereunder;
          
          (c)  A certified copy of the Trust Agreement as in
effect on the Closing Date.
          
          (d)   A  favorable opinion of counsel to the Trust
in substantially the form of Exhibit F hereto and as to such
other  matters as any Bank through the Agent may  reasonably
request;
          
          (e)   Copies  of any authorization or approval  of
any  public  regulatory body (including, without limitation,
the   DPU)   required  for  the  execution,   delivery   and
performance  by the Trust of this Agreement  and  the  other
documents to be delivered by the Trust hereunder;
          
          (f)   A true copy, certified by the Trust and  the
Company,  of the Fuel Purchase Contract, as amended  and  in
effect on the Closing Date; and
          
          (g)   A true copy, certified by the Trust, of  the
Consent and Agreement as in effect on the Closing Date.
          
     7.2.  Security Documents.  The Security Documents  and
the  appropriate  financing statements and  other  documents
with  respect  thereto, necessary to  enable  the  Agent  to
perfect the Banks' security interests thereunder, shall have
been  duly executed by the Trust and delivered to the  Agent
for  filing  or recording, as applicable, in all appropriate
filing   offices  or  other  locations  necessary  for   the
perfection  of  such  interests, and,  except  as  otherwise
agreed  by  the Agent after notice to the Banks,  all  other
actions  necessary  for  the  perfection  of  such  security
interests shall have been taken.
     
     7.3.   Financial  Statements.  The  Banks  shall  have
received  not less than five (5) days prior to  the  Closing
Date  audited consolidated and consolidating balance  sheets
of the Company and its Subsidiaries as at December 31, 1996,
and  related  consolidated and consolidating  statements  of
income  and retained earnings of the Company for the  twelve
months then ended, in each case prepared in accordance  with
GAAP  and  certified by Grant Thornton or other  Independent
Accountant.
     
     7.4.     Representations    and    Warranties.     The
representations and warranties contained in  9  shall  have
been correct as of the date on which made and shall also  be
correct at and as of the date of the First Lending with  the
same effect as if made at and as of such time, except to the
extent  that  the facts upon which such representations  and
warranties  are based may in the ordinary course be  changed
by  the  transactions permitted or contemplated hereby,  and
the  Trust shall deliver a certificate to the Agent to  such
effect.
     
     7.5.   Performance; No Default.  The Trust shall  have
performed and complied with all terms and conditions  herein
required to be performed or complied with by it prior to  or
at  the  time  of the First Lending and at the time  of  the
First  Lending  there  shall exist no Default  or  Event  of
Default  or condition which would, with either or  both  the
giving  of notice or the lapse of time, result in a  Default
or Event of Default upon consummation of the First Lending.
     
     7.6.   Company  Credit Agreement.  The Company  Credit
Agreement shall have been duly executed and delivered by the
parties  thereto  and all of the conditions  to  the  "First
Lending" thereunder shall have been satisfied.
     
     7.7.   Proceedings and Documents.  All proceedings  in
connection  with  the  transactions  contemplated  by   this
Agreement  and  all  documents  incident  thereto  shall  be
reasonably  satisfactory in substance and  in  form  to  the
Agent and to the Agent's Special Counsel, and the Agent  and
such  counsel shall have received all information  and  such
counterpart originals or certified or other copies  of  such
documents and such other approvals, opinions or documents as
the Agent or such counsel may reasonably request.
     
     7.8.   Notice  of  Borrowing.  The  Agent  shall  have
received a Notice of Borrowing from the Trust as required by
2.2.
     
     8.    CONDITIONS   OF  SUBSEQUENT   BORROWINGS.    The
obligation  of the Banks to make any Advances subsequent  to
the  Closing  Date  is  subject to the following  conditions
precedent:
     
     8.1.     Representations    and    Warranties.     The
representations and warranties contained in 9 and otherwise
made  by  the  Trust  in  connection with  the  transactions
contemplated by this Agreement subsequent to the date hereof
shall  have  been correct as of the date on which  made  and
shall also be correct at and as of the date of the Advances,
with  the  same  effect as if made at and as of  such  time,
except  to  the  extent  that  the  facts  upon  which  such
representations and warranties are based may be  changed  by
the   actions  or  transactions  permitted  or  contemplated
hereby.
     
     8.2.   Performance; No Default.  The Trust shall  have
performed and complied with all terms and conditions  herein
required to be performed or complied with by it prior to  or
at the time of the Advance, and there shall exist no Default
or Event of Default or condition which would, with either or
both the giving of notice or the lapse of time, result in  a
Default  or  Event  of  Default  upon  consummation  of  the
Advance.
     
     In  the  case of any Advance, the giving of each Notice
of  Borrowing  made subsequent to the Closing Date,  as  the
case  may  be,  by  the  Trust  shall  be  deemed  to  be  a
representation  and warranty by the Trust on  the  dates  of
such  Notice  of  Borrowing and of such Borrowing  that  the
statements in 9 are correct in all material respects.
     
     8.3.  Notes in Full Force and Effect.  The Notes shall
be  in  full  force  and effect, and the  Trust  shall  have
delivered  to the Banks contemporaneously with its  delivery
of  such  Notes an opinion of counsel, satisfactory  to  the
Banks,  regarding  the  due  authorization,  execution   and
delivery  of such Notes, the validity and binding effect  of
such   Notes,   and  there  being  no  necessity   for   any
authorization or approval by, or any filing or  registration
with,  any  public regulatory body (including,  but  without
limitation,  approval of the DPU) for the delivery  of  such
Notes or the performance of such Notes.
     
     9.    REPRESENTATIONS  AND  WARRANTIES.    The   Trust
represents and warrants to the Agent and the Banks that:
     
     9.1.  Legal Existence and Good Standing, Etc.
     
          (a)  The Trust has its chief executive offices  at
Two  International  Place, Boston, MA 02211;  its  principal
books  and records are kept at 40 Market Street, Lowell,  MA
01852.
          
          (b)   The  Trust (i) is a duly organized,  validly
existing  and effective trust in accordance with its  terms,
and  (ii) has the power to own its property and conduct  its
business as now and presently contemplated and (iii) is duly
qualified  to  do business and is in good standing  in  each
other jurisdiction where the conduct of its business or  the
nature of its assets requires such qualification.  The Trust
has no Subsidiaries.
         
     9.2.  Trust Power; Consents; Absence of Conflict  with
Other   Agreements,  Etc.   The  execution,   delivery   and
performance  of this Agreement and the other Loan  Documents
by   the   Trust   and   the  Borrowings  and   transactions
contemplated hereby and thereby:
     
          (a)  are within the trust powers of the Trust,  as
applicable, have been duly authorized by all necessary trust
action  and do not and will not contravene any provision  of
law  or  any contractual restriction binding on or affecting
it;
          
          (b)  do not require any approval or consent of, or
filing with, any governmental agency or authority bearing on
the  validity  of such instruments and Borrowings  which  is
required  by  law or any regulation of any  such  agency  or
authority which have not been obtained and delivered to  the
Agent   prior  to  the  Closing  Date,  and   are   not   in
contravention  of  the terms of the Trust Agreement  of  the
Trust or any amendment thereof;
          
          (c)   will  not  conflict with or  result  in  any
breach  or  contravention of or the  creation  of  any  lien
under,  any  indenture,  agreement,  lease,  instrument   or
undertaking to which the Trust is a party or by which it  is
bound; and
          
          (d)   in  all  material respects are and  will  be
valid  and legally binding obligations of the Trust and  are
and  will be enforceable in accordance with their respective
terms,   except   as  limited  by  bankruptcy,   insolvency,
reorganization, moratorium or similar laws  relating  to  or
affecting generally the enforcement of creditors' rights.
          
     9.3.    Title  to  Properties;  Leases.    Except   as
indicated on Schedule 9.3 hereto, the Trust owns all of  its
assets  reflected in its balance sheets as at  December  31,
1996  described in 7.3, or acquired since that date (except
property  and assets sold or otherwise disposed  of  in  the
ordinary course of business since that date), subject to  no
mortgages,  leases, liens or other encumbrances  except  for
(i) current taxes or taxes being contested in good faith  by
appropriate  proceedings and then only to  the  extent  that
adequate reserves have been set aside therefor or its  books
in  accordance with GAAP, (ii) liens arising in the ordinary
course of business or sums being contested in good faith  by
appropriate  proceedings and then only to  the  extent  that
adequate reserves have been set aside therefor or its  books
in accordance with GAAP, but not involving Debt, (iii) liens
existing  on  the  date  hereof  to  the  extent  shown   on
Schedule 9.3 or (iv) the liens in favor of the Agent created
by the Security Documents and other liens hereafter incurred
and permitted under 12.2.
     
     9.4.   Financial Statements.  The financial statements
delivered  to the Banks pursuant to 7.3 fairly present  the
financial condition of the Trust as at the close of business
on the date thereof.  There are no contingent liabilities of
the  Trust as of such date involving material amounts, which
are  not  disclosed in said balance sheets and  the  related
notes thereto.
     
     9.5.   No  Material Changes, Etc.  Since December  31,
1996,  there  have occurred no Material Adverse  Changes  as
shown  on or reflected in the financial statements delivered
to the Bank pursuant to 7.3 hereof.
     
     9.6.  Franchises, Patents, Copyrights, Etc.  The Trust
possesses   franchises,  patents,  copyrights,   trademarks,
tradenames, licenses and permits, and rights in  respect  of
the  foregoing,  adequate for the conduct  of  its  business
substantially as now conducted and without any conflict with
any  rights  of others (other than for conflicts that  would
not  either  individually or collectively  have  a  Material
Adverse Effect).
     
     9.7.    Litigation.    Except   as   set   forth    on
Schedule  9.7,  there are no actions, suits, proceedings  or
investigations of any kind pending or threatened against the
Trust before any court, tribunal or administrative agency or
board  which, if adversely determined, might, either in  any
case or in the aggregate, have a Material Adverse Effect  or
materially  impair  the  right of the  Trust,  to  carry  on
business  substantially as now conducted, or result  in  any
substantial  liability not adequately covered by  insurance,
or  which  question the validity of this  Agreement  or  the
Notes, or any action taken or to be taken pursuant hereto or
thereto.
     
     9.8.  No Materially Adverse Contracts, Etc.  The Trust
is  not  subject  to  any indenture, agreement  or  charter,
corporate  or  other  legal restriction,  or  any  judgment,
decree,  order, rule or regulation which has or is  expected
in the future to have Material Adverse Effect.  The Trust is
not  a  party to any contract or agreement which has  or  is
expected to have any Material Adverse Effect.
     
     9.9.   Compliance with Other Instruments,  Laws,  Etc.
The  Trust is not in violation of any provision of its Trust
Agreement, or any other agreement or instrument by which  it
or  any of its properties may be bound or any decree, order,
judgment,  any  statute, license, rule or regulation,  in  a
manner  which could result in the imposition of  substantial
penalties or have a Material Adverse Effect.
     
     9.10.   Tax Status.  The Trust has caused to be  filed
all  federal  and  state income and all other  tax  returns,
reports  and  declarations required by any  jurisdiction  to
which  it  is  subject; and has paid  all  taxes  and  other
governmental assessments and charges shown or determined  to
be  due  on  such returns, reports and declarations,  except
those   being   contested  in  good  faith  by   appropriate
proceedings  and  then  only to  the  extent  that  adequate
reserves  have  been  set aside therefor  or  its  books  in
accordance  with GAAP, but not involving any Debt;  and  has
set  aside  on its books provisions reasonably adequate  for
the  payment  of  all taxes for periods  subsequent  to  the
periods  to  which  such  returns, reports  or  declarations
apply.   There  are no unpaid taxes in any  material  amount
claimed   to  be  due  by  the  taxing  authority   of   any
jurisdiction, and the Trust knows of no basis for  any  such
claim.
     
     9.11.  Absence of Security Interests, Etc.  Except (i)
for current taxes or taxes being contested in good faith  by
appropriate proceedings and for which any adequate  reserves
required  by GAAP have been established, (ii) liens  arising
in  the  ordinary course of business or sums being contested
in  good  faith,  but not involving any  Debt,  (iii)  liens
existing  on  the  date hereof to the extent  shown  in  the
financial statements referred to in 7.3 or Schedule 9.3  or
(iv)  liens  hereafter incurred and permitted  under  12.2,
there   is  no  significant  financing  statement,  security
agreement, chattel mortgage, real estate mortgage  or  other
document   filed  or  recorded  with  any  filing   records,
registry, or other public office of any jurisdiction,  which
purports  to cover, affect or give notice of any present  or
possible future lien on, or security interest in, any assets
or property of the Trust or any rights thereunder.
     
     9.12.   Use of Proceeds.  The proceeds of the Advances
shall  be  used  by  the Trust solely  for  the  purpose  of
financing its purchase of Commodities pursuant to  the  Fuel
Purchase Contract.  No portion of any Advance is to be  used
for  the  purpose  of  purchasing or  carrying  any  "margin
security"  or  "margin  stock" as such  terms  are  used  in
Regulations G and U of the Board of Governors of the Federal
Reserve System, 12 C.F.R. 207 and 221.
     
     9.13.  Pension Plan.  The Trust has no employees.
     
     9.14.   Disclosure.  Neither this  Agreement  nor  any
document delivered to the Agent or any Bank by or on  behalf
of  the  Trust  to  induce  such Bank  to  enter  into  this
Agreement  contains any untrue statement of a material  fact
or  omits to state a material fact which omission would make
the statements herein or therein misleading.
     
     9.15.   Investment  Company;  Public  Utility  Holding
Company.   The  Trust is not an "investment  company"  or  a
"company  controlled"  by  an  "investment  company"  or  an
"affiliate" of an "investment company" within the meaning of
the  Investment Company Act of 1940, as amended.  The  Trust
is  not a "holding company", or a "subsidiary company" of  a
"holding  company", or an "affiliate" of a "holding company"
or of a "subsidiary company" of a "holding company", as such
terms are defined in the Public Utility Holding Company  Act
of 1935, as amended.
     
     9.16.   Environmental  Matters.   The  Trust   is   in
compliance  in  all  material respects with  all  applicable
Environmental  Laws (as defined herein), including,  without
limitation,  the  Clean Water Act of 1977,  as  amended,  33
U.S.C.  1251  et  seq.,  the  Resource  Conservation   and
Recovery Act of 1976, 42 U.S.C. 6901 et seq. ("RCRA"), the
Massachusetts  Hazardous Waste Management Act, Massachusetts
General   Laws   Annotated  ch.   21C   (West   1992)   (the
"Massachusetts  Hazardous  Waste  Act"),  the  Comprehensive
Environmental  Response, Compensation and Liability  Act  of
1980,   as   amended   by  the  Superfund   Amendments   and
Reauthorization  Act  of  1986, 42  U.S.C.  9601  et  seq.
("CERCLA"), and the Massachusetts Oil and Hazardous Material
Release Prevention Act, Massachusetts General Laws Annotated
ch.  21E  (West 1992) (the "Massachusetts Oil and  Hazardous
Material Act"), except for such noncompliance which, in  the
judgment  of  the  Trust, would not have a Material  Adverse
Effect and, to its knowledge, has not acquired, incurred  or
assumed, directly or indirectly, any contingent liability in
connection  with the release of any Hazardous Substance  (as
defined  herein) into the environment which, in the judgment
of the Trust, would have a Material Adverse Effect.   To the
best  of  the  Trustee's knowledge, the  Trust  is  not  the
subject   of  any  evaluation,  administrative  proceedings,
administrative  consent  orders,  judicial  proceedings   or
demand  orders under CERCLA, or under the Massachusetts  Oil
and  Hazardous Material Act, or any similar statute  in  any
other  jurisdiction  which, in the judgment  of  the  Trust,
would have a Material Adverse Effect.
     
     10.  EXEMPT CHARACTER OF TRANSACTION.  This  Agreement
is  made  with  the  Banks in reliance  upon  their  several
representations  to the Trust, which by their  execution  of
this  Agreement  they hereby confirm,  that  each  Bank  for
itself  and not for any other Bank has no present  intention
of  selling  or otherwise disposing of any interest  in  the
Advances other than for participations contemplated  by  26
and  assignments  contemplated  by  18  hereof.  The  Trust
represents to the Banks that it has not, either directly  or
through any agent, offered any interest in the Advances  for
sale to, or solicited any offers to buy any interest therein
from,  or  otherwise approached or negotiated in respect  of
any  interest therein with, any Person or Persons other than
the  Banks.  Each Bank agrees that it will not, directly  or
indirectly,  sell or offer, or attempt to offer  to  dispose
of,  any  interest in the Advances or solicit any offers  to
buy  any  interest  therein from, or otherwise  approach  or
negotiate  with respect thereto with, any Person  whatsoever
so  as to bring the execution and delivery of this Agreement
within  the provisions of 5 of the Securities Act of  1933,
as now in effect or as later amended.
     
     11.   AFFIRMATIVE  COVENANTS.   Until  expiration   or
termination  of  the  Commitments and thereafter  until  all
obligations of the Trust hereunder and under the  Notes  are
paid in full, the Trust agrees that it will:
     
     11.1.   Punctual Payment.  Duly and punctually pay  or
cause to be paid the principal and interest on the Advances,
and the Commitment Fees, the Facility Fees, the Agent's Fees
and  all other fees and expenses payable as provided  herein
or in the other Loan Documents as the same shall become due,
whether  at  maturity or at any date fixed  for  payment  or
prepayment or by declaration or otherwise, all in accordance
with the terms of this Agreement.
     
     11.2.   Maintenance of Office.  Maintain an office  at
Two  International Place, Boston, Massachusetts or  at  such
other  place  in Massachusetts as the Trust shall  designate
within  30  days  of  any change of such office  by  written
notice,   addressed  as  provided  in  21  where   notices,
presentations and demands to or upon the Trust in respect of
the Advances may be given or made.
     
     11.3.   Reports,  Certificates and Other  Information.
Furnish  to  the Agent (in sufficient number  of  copies  to
provide one to each Bank);
     
          (a)   Annual Report.  As soon as practicable  and,
in  any  event, within 90 days after the end of each  fiscal
year  of the Trust, a consolidated and consolidating balance
sheet  of  the Trust as at the end of such fiscal  year  and
consolidated  and consolidating statements of  earnings  and
cash  flow of the Trust for the fiscal year then ended, each
setting  forth  in  comparative form  the  figures  for  the
previous  fiscal year, all in reasonable detail prepared  in
accordance with GAAP, such consolidated financial statements
to  be accompanied by a report and opinion of Grant Thornton
or  other Independent Accountants, which report and  opinion
shall  have  been  prepared  in  accordance  with  generally
accepted auditing standards.
          
          (b)  Interim Reports.  Within forty-five (45) days
after  each quarter (except the last quarter) of each fiscal
year  of  the Trust, unaudited financial statements  of  the
Trust  prepared  in  the same manner as  the  annual  report
referred to in 11.3(a), signed by a proper officer  of  the
Trust,  as applicable, and consisting of at least a  balance
sheet  as  at  the close of such quarter and  statements  of
earnings and cash flows for such quarter and for the  period
from  the beginning of such fiscal year to the close of such
quarter.
          
          (c)   Certificates.   Contemporaneously  with  the
furnishing of a copy of each annual report provided  for  in
subsection  (a)  and  of  each set of  quarterly  statements
provided  for  in  subsection (b), a Compliance  Certificate
from the Trust substantially in the form of Exhibit G hereto
(the "Compliance Certificate") dated the date of such annual
report or such quarterly statements and signed on behalf  of
the  Trust by the Trustee, to the effect that no Default  or
Event  of  Default  has occurred and is continuing,  or,  if
there  is  any such event, describing it and the  steps,  if
any, being taken to cure it.
          
          (d)     Notice   of   Default,   Litigation    and
Environmental  Matters.   Forthwith  upon  learning  of  the
occurrence of any of the following, written notice  thereof,
describing the same and the steps being taken by  the  Trust
with  respect thereto:  (i) the occurrence of a  Default  or
Event  of Default or any event which, but for the waiver  of
such  event, would be a Default or Event of Default, or (ii)
the  institution  of, or any adverse determination  in,  any
litigation,    arbitration   proceeding   or    governmental
proceeding which is, or could be, materially adverse to  the
Trust.  The Trust will promptly give notice to the Agent and
each of the Banks (i) of any violation of any federal, state
or  local  statute, regulation, ordinance, order  or  decree
relating to health, safety or the environment that the Trust
reports  in  writing  or is reportable  by  such  Person  in
writing (or for which any written report supplemental to any
oral  report  is  made)  to  any  federal,  state  or  local
environmental agency and that, in the judgment of the Trust,
would have a Material Adverse Effect, and (ii) upon becoming
aware thereof, of any inquiry, proceeding, investigation  or
other  action,  including  a  notice  from  any  agency   of
potential environmental liability, or any federal, state  or
local environmental agency or board that, in the judgment of
the Trust, would have a Material Adverse Effect.
          
          (e)   Monthly Report.  On or before the  fifteenth
(15th)  day of each month a report (each a "Monthly Report")
in  substantially the form of Exhibit I hereto and certified
by  an  officer on behalf of the Trust, showing, as  of  the
last  Business Day of the immediately preceding month:   the
Cost  of the Trust's inventory of Commodities, by type;  the
location  of  the Storage Fields containing such  inventory;
and  the dollar value of the outstanding accounts receivable
owned  by the Trust.  On or before the twentieth (20th)  day
of  each month (but in any event not earlier than the  third
business  day following the fifteenth day of the month)  the
total  outstanding  Advances  shall  not  exceed  the  Trust
Borrowing  Base as of the Monthly Report for the immediately
preceding month.
          
          (f)   Other  Information.  From time to time  such
other  information concerning the Trust as any Bank  or  the
Agent may reasonably request.
          
     11.4.   Existence and Franchises.  Except as otherwise
expressly  permitted  in this Agreement,  maintain  in  full
force  and  effect its separate existence  and  all  rights,
licenses, leases and franchises reasonably necessary to  the
conduct  of  its business and comply with (i) the applicable
laws  and  regulations wherever its business  is  conducted,
(ii)  its  Trust  Agreement, and (iii)  all  agreements  and
instruments  by  which it or any of its  properties  may  be
bound and all applicable decrees, orders and judgments.
     
     11.5.   Payments of Taxes.  Cause to be promptly  paid
when   due   all  material  taxes,  assessments   or   other
governmental  charges  owing,  unless  the  same  shall   be
diligently  contested in good faith and reserves  which  are
adequate  in  accordance  with  GAAP  have  been  set  aside
therefor.
     
     11.6.  Maintenance of Property.  Maintain all material
assets  or  property in good repair and  working  order  and
condition,  normal  wear  and tear excepted,  and  make  all
needful  repairs,  replacements, additions and  improvements
thereto.
     
     11.7.    Books,  Records  and  Inspections.   Maintain
complete  and accurate books and records; permit  reasonable
access during normal business hours by any Bank or the Agent
to  the books and records of the Trust; and permit any  Bank
or the Agent to inspect the properties and operations of the
Trust;  and promptly respond to all reasonable requests  for
information by any Bank or the Agent.
     
     11.8.   Further Assurances.  Cooperate with the  Banks
and  execute, acknowledge (if appropriate) and deliver  such
further  instruments  and documents,  and  take  such  other
action as the Banks shall reasonably request to carry out to
their  satisfaction  the transactions contemplated  by  this
Agreement.
     
     11.9.  Securities Law, Etc. Compliance.  Comply in all
material  respects with all valid applicable  laws  and  any
rules  and  regulations thereunder in  connection  with  all
transactions  contemplated  by  this  Agreement,   including
(without limitation) takeover, disclosure and other  Federal
and  State securities laws and Regulations G, T, U and X  of
the Board of Governors of the Federal Reserve System.
     
     11.10.   Insurance.   Cause  to  be  maintained   with
financially  sound  and  reputable insurers  insurance  with
respect   to  its  properties  and  business  against   such
casualties  and  contingencies in amounts,  containing  such
terms,  in  such forms and for such periods as shall  be  in
accordance with the general practices of businesses  engaged
in similar activities in similar geographic areas (which may
include  reasonable self insurance) and as may be reasonably
satisfactory to the Banks.  Without limiting the  foregoing,
the Trust will (i) keep all of its physical property insured
against  fire, flood and extended coverage risks in  amounts
and with deductibles equal to those generally maintained  by
businesses   engaged  in  similar  activities   in   similar
geographic   areas,  which  may  include   reasonable   self
insurance  (ii)  maintain all such workers' compensation  or
similar  insurance  as may be required  by  law,  and  (iii)
maintain,  in  amounts and with deductibles equal  to  those
generally  maintained  by  businesses  engaged  in   similar
activities  in similar geographic areas (which  may  include
reasonable   self   insurance),  general  public   liability
insurance  against  claims  for  bodily  injury,  death   or
property  damage  occurring on, in or about its  properties,
business   interruption  insurance  and  product   liability
insurance.  At least five (5) days before the expiration  of
any such policy, the Trust will (except as aforesaid) obtain
a  renewal of any policy about to expire or a new policy  or
policies operating as a renewal thereof, to the satisfaction
of  the Banks; provided, however, that the Trust will notify
the  Banks that a policy is being canceled by an insurer not
later than ten (10) days prior to the effective date of such
cancellation.   In  the  event of  failure  to  provide  and
maintain  insurance as herein provided, the  Banks  may,  at
their option, after giving notice to and consulting with the
Trust,  provide such insurance and charge the amount thereof
to  the  Trust and the Trust hereby promises to pay  to  the
Banks on demand the amount of any disbursements made by  the
Banks  for  such  purpose.  The Trust shall furnish  to  the
Banks  certificates  or other evidence satisfactory  to  the
Banks of compliance with the foregoing insurance provision.
     
     11.11   Payment  of  Indebtedness and  Performance  of
Obligations.  Pay and discharge promptly as and when due all
lawful  indebtedness,  obligations  and  claims  for  labor,
materials  and  supplies  or otherwise  (including,  without
limitation,  Debt)  which,  if  unpaid,  would  (a)  have  a
Material  Adverse Effect, or (b) become a lien not permitted
by  paragraph  11.2, provided that the Trust  shall  not  be
required  to  pay  and discharge or cause  to  be  paid  and
discharged  any such indebtedness, obligation  or  claim  so
long  as  the  validity thereof shall be contested  in  good
faith and by appropriate proceedings diligently conducted by
the  Trust, and further provided that such reserve or  other
appropriate  provision  as shall be required  in  accordance
with GAAP shall have been made therefor.
     
     11.12.  Change of Trust Name.  Notify the Agent within
ten (10) days of any change in its name and duly execute and
deliver appropriate financing statements and other documents
necessary  to  enable  the  Agent to  maintain  continuously
perfected the security interests granted under the  Security
Documents.
     
     11.13.    Enforcement  of  Fuel   Purchase   Contract.
Enforce  all of its rights under the Fuel Purchase Contract,
and undertake any action necessary in connection therewith.
     
     12.  CERTAIN  NEGATIVE COVENANTS.   The  Trust  agrees
that,  so  long  as  any portion of the  Commitments  remain
outstanding or until such date as the Advances and all other
Obligations have been paid and satisfied in full,  whichever
shall later occur, it will not:
     
     12.1.  Debt.  Incur or permit to exist any Debt except
(i)  the obligations of the Trust to the Banks and the Agent
under  the Loan Documents, and (ii) obligations of the Trust
to  the Company, provided that all such obligations shall be
subordinated  to  the  payment  in  full  of  principal  and
interest and other amounts payable under this Agreement, the
Notes  and the other Loan Documents upon terms, and pursuant
to  documents  in  form and substance  satisfactory  to  the
Banks.
     
     12.2.  Liens.  Create or permit to exist any mortgage,
pledge, title retention lien, or other lien, encumbrance  or
security  interest with respect to any assets now  owned  or
hereafter acquired, except
     
          (i)   liens existing on the date of this Agreement
     and described on Schedule 9.3 hereto;
          
          (ii)  mechanic's, materialmen's,  suppliers',  tax
     and other like liens arising in the ordinary course  of
     business securing obligations which are not overdue or,
     if  overdue,  are  being contested  in  good  faith  by
     appropriate  proceedings; liens arising  in  connection
     with workmen's compensation, unemployment insurance and
     appeal  and release bonds; and other liens incident  to
     the  conduct  of business or the operation of  property
     and  assets  and  not incurred in connection  with  the
     obtaining of any advance or credit; and
          
          (iii)     liens securing the Advances.
          
     12.3.  Guaranties, Loans or Advances.  Become or be  a
guarantor   or  surety  of,  or  otherwise  become   or   be
responsible in any manner (whether by agreement to  purchase
any  obligations, stock, assets, goods or  services,  or  to
supply  or advance any funds, assets, goods or services,  or
otherwise)  with respect to, any undertaking  of  any  other
person  or entity, or make or permit to exist any  loans  or
advances  to  any  other person or entity,  except  for  the
endorsement,  in  the  ordinary  course  of  collection,  of
instruments payable to it or to its order.
     
     12.4.  Investments.  Purchase or otherwise acquire any
security  or  Debt  of  any  Person,  whether  directly   or
indirectly, except advances by the Trust to the  Company  as
permitted by the Fuel Purchase Contract.
     
     12.5.   Other  Agreements.  Enter into  any  agreement
containing any provision which would be violated or breached
by the performance of its obligations hereunder or under any
instrument  or document delivered or to be delivered  by  it
hereunder or in connection herewith.
     
     12.6.   Merger,  Consolidation,  or  Sale  of  Assets.
Become  a party to any merger, consolidation, or disposition
of  any substantial assets, except as expressly permitted by
the  Fuel Purchase Contract or the merger of the Trust  into
the  Company so long as the Company is the survivor of  such
merger.
     
     12.7.   Leases.  Acquire any real or personal property
by lease or similar agreement (whether or not the respective
property shall have theretofore been owned and sold  by  the
Trust).
     
     12.8.   Debt  Payments.  Directly or indirectly,  make
any  payments  in reduction of any Debt of the Trust  (other
than  Debt  in respect of the Advances) prior to  the  final
maturity thereof, other than payments required by the  terms
of any sinking fund, serial maturity or mandatory prepayment
provision  contained  in  any  instrument  evidencing   Debt
permitted by 12.1 and other than payments made pursuant  to
the Fuel Purchase Contract.
     
     12.9   Alterations to Trust Agreement.  Amend,  alter,
modify or waive any of the provisions of the Trust Agreement
in any material way without the prior written consent of the
Agent.
     
     12.10.  Alterations to Fuel Purchase Contract.   Until
expiration  or  termination  of the  Commitments  under  the
Company   Credit   Agreement  and   thereafter   until   all
obligations  of the Company thereunder and under  the  Notes
issued  pursuant  thereto are paid in  full,  amend,  alter,
modify  or waive any of the provisions of the Fuel  Purchase
Contract  in  any  manner that would materially  affect  the
absolute and unconditional obligations of the Trust to  take
and  pay for any and all Fuel pursuant to the terms  of  the
Fuel  Purchase  Contract or otherwise  adversely  affect  or
impair  the security of the Banks therein without the  prior
written  consent of such Banks as hold 100% of the aggregate
principal amount of the Maximum Commitment.
     
     13.  EVENTS OF DEFAULT; ACCELERATION.  If any  of  the
following events ("Events of Default" or, if notice or lapse
of time or notice and lapse of time is required, then, prior
to  such  notice  and/or  lapse of time,  "Defaults")  shall
occur:
     
          (a)  if the Trust shall default in the payment  of
principal on any of the Advances when the same shall  become
due  and  payable, whether at maturity or at any date  fixed
for payment or prepayment or by declaration;
          
          (b)  if the Trust shall default in the payment  of
any  interest on the Advances, or the Facility Fee,  Agent's
Fee  or any other fee or expense payable hereunder or  under
the  other Loan Documents when the same shall become due and
payable;
          
          (c)  if the Trust shall default in the performance
of  or  compliance with any term contained in  the  Security
Agreement  or in any of 11.3(d), 12.1, 12.2,  12.3,  12.4,
12.5, 12.6, 12.7, 12.8, or 12.9 hereof;
          
          (d)  if the Trust shall default in the performance
of  or  compliance with any term contained in this Agreement
other  than  those referred to above in this 13,  and  such
default  shall not have been remedied within 30  days  after
written notice thereof shall have been given to the Trust by
the Agent;
          
          (e)   if  any representation or warranty  made  or
deemed made by the Trust herein or in connection with any of
the  transactions contemplated hereby shall  prove  to  have
been  false or incorrect in any material respect on the date
as of which made;
          
          (f)   if the Trust shall default (as principal  or
guarantor  or other surety) in the payment of any  principal
of,  or  premium,  if any, or interest on  any  indebtedness
(other than the Obligations to the Banks hereunder), or with
respect  to  any  of  the  terms of  any  evidence  of  such
indebtedness or of any agreement relating thereto, and  such
default  shall  entitle the holder of such  indebtedness  to
accelerate  the maturity thereof and the unpaid  balance  of
any  such  defaulted  indebtedness is equal  to  or  exceeds
$100,000,  unless, in the case of any default, such  default
has  been affirmatively waived by or on behalf of the holder
of such indebtedness;
          
          (g)   if  the  Trust makes an assignment  for  the
benefit  of  creditors,  or petitions  or  applies  for  the
appointment  of  a liquidator or receiver or  custodian  (or
similar  official) of the Trust, or of any substantial  part
of  the  assets of the Trust or commences any proceeding  or
case   relating   to   the  Trust  under   any   bankruptcy,
reorganization,  arrangements, insolvency,  readjustment  of
debt,  dissolution  or liquidation or  similar  law  of  any
jurisdiction, now or hereafter in effect;
          
          (h)   if any such petition or application is filed
or  any  such  proceeding or case is commenced  against  the
Trust  and the Trust indicates its approval thereof, consent
thereto  or  acquiescence therein or  an  order  is  entered
appointing any such liquidator or receiver or custodian  (or
similar  official), or adjudicating the  Trust  bankrupt  or
insolvent, or approving a petition in any such proceeding or
a  decree or order for relief is entered in respect  of  the
Trust   in   an   involuntary  case  under  any  bankruptcy,
reorganization,  arrangement,  insolvency,  readjustment  of
debt,  dissolution  or liquidation or similar  laws  of  any
jurisdiction as now or hereafter constituted;
          
          (i)  if any order is entered in any proceeding  by
or against the Trust decreeing or permitting the dissolution
or split-up of the Trust or the winding up of its affairs;
          
          (j)  if there shall remain in force, undischarged,
unsatisfied and unstayed, for more than 30 days, whether  or
not  consecutive,  any  final judgment  or  judgments  which
exceed,  either individually or in the aggregate, more  than
$1,000 against the Trust;
          
          (k)   if  any governmental authority or any person
purporting  to act under governmental authority  shall  have
taken  any  action  to condemn, seize or appropriate  or  to
assume custody or control of, all or any substantial part of
the property of the Trust;
          
          (l)  if the Trust shall default in the performance
of  or  compliance with any term contained in  the  Security
Documents or if an Event of Default under and as defined  in
the Company Credit Agreement shall occur and be continuing;
          
          (m)   if  the  Trust shall fail to obtain,  renew,
maintain  or  comply with all such government  approvals  as
shall  now  or hereafter be necessary or, in the opinion  of
special  counsel  to  the  Banks,  desirable  (i)  for   the
execution, delivery or performance by the Trust of  its,  or
the  exercise by the Banks of their, rights under  the  Loan
Documents  or  (ii)  for  the grant  by  the  Trust  of  the
assignments  and security interests granted by the  Security
Documents or for the validity and enforceability or for  the
perfection of or the exercise by the Agent of its rights and
remedies  thereunder; or any such government approval  shall
be  revoked,  terminated, withdrawn, suspended, modified  or
withheld or shall cease to be in full force and effect,  and
such   revocation,   termination,  withdrawal,   suspension,
modification, withholding or cessation may adversely  affect
the  Banks  or the security provided to the Banks under  the
Loan  Documents, or any proceeding shall be commenced by  or
before  any  governmental authority for the  purpose  of  so
revoking, terminating, withdrawing, suspending, modifying or
withholding any such government approval and such proceeding
is not dismissed within 30 days;
          
          (n)   if,  without  the consent  of  the  Majority
Banks, the Fuel Purchase Contract or any Loan Document shall
be  amended, supplemented, terminated or otherwise  modified
or  become of no force or effect or the obligations  of  any
party  thereto  shall be modified, suspended, discharged  or
terminated  (in  any  such case, whether  by  the  voluntary
action  of any party to such Loan Document, by operation  of
law,  or  otherwise and other than by the expiration thereof
in  accordance with its terms), or the Trust shall give  any
consent,  waiver  or  approval thereunder  (other  than  any
consent,  waiver  or approval which cannot adversely  affect
the  Banks  or the security provided to the Banks under  the
Loan Documents);
          
          (o)  if the Agent and the Banks shall fail to have
a  valid  and  perfected first priority  security  interest,
subject  to  no  liens prior or equal to the  liens  of  the
Security  Documents except, in the case of  fuel  stored  in
storage  fields under the control of Persons other than  the
Trust, the lien for storage charges and interest thereon, to
the  extent  permitted  by  applicable  law,  over  all  the
collateral and security purported to be granted to the Agent
and the Banks pursuant to the Security Documents;
          
          (p)   if  all or any material part of the property
comprising the Collateral shall have been condemned,  seized
or  otherwise  appropriated, or custody or control  of  such
property  shall have been assumed, by any court,  government
or  governmental agency of competent jurisdiction, and  such
property shall have been retained for a period of 30 days;
          
          (q)  if by reason of the transactions contemplated
by  the Loan Documents, the Trust, the Trustee, the Agent or
any  Bank becomes, or is declared by the SEC to be, or  with
the  passage  of a specific period of time would  become,  a
"public  utility company" as defined in the  Public  Utility
Holding  Company Act of 1935, as amended, or  any  successor
provisions thereto, or the Trust, the Trustee, the Agent  or
any  Bank or the beneficiaries of the Trust, or any partner,
officer  or employee of any of them, shall become,  or  with
the  passage  of  a  specific period of time  would  become,
subject to regulation under said Act;
          
          (r)  if by reason of the transactions contemplated
by  the Loan Documents, the Trust, the Trustee, the Agent or
any  Bank  becomes,  or is declared by the  DPU  or  similar
agency  of any other state to be, or with the passage  of  a
specific  period  of time would become, a "gas  company"  as
defined in Chapter 164 of the Massachusetts General Laws, or
the  equivalent as defined under the law of any other state,
or  the  Trust,  the Trustee, the Agent or any  Bank,  shall
become,  or  with the passage of a specific period  of  time
would  become,  subject to regulation  as  public  utilities
and/or  public service corporations under the  laws  of  any
state,  unless in any such case within 10 days  thereof  the
Company  shall  have obtained a stay, and  such  stay  shall
remain in full force and effect, or taken other action which
eliminates  the  adverse  consequences  of  the   event   or
declaration giving rise to any of the foregoing;
          
          (s)  if by reason of the transactions contemplated
by  the Loan Documents, the Trust, the Trustee, the Agent or
any Bank becomes, or is declared by the Department of Energy
or  FERC to be, or with the passage of a specific period  of
time  would  become, a "public utility" as  defined  in  the
Federal Power Act, as amended, or a "natural gas company" as
defined  in  the Natural Gas Act, as amended, or the  Trust,
the  beneficiaries of the Trust, the Trustee, the  Agent  or
any Bank, or any partner, officer or employee of any of them
shall be, or with the passage of a specified period of  time
would become, subject to regulation under either or both  of
said  Acts,  unless in any such case within 10 days  thereof
the  Company shall have obtained a stay, and such stay shall
remain in full force and effect, or taken other action which
eliminates  the  adverse  consequences  of  the   event   or
declaration giving rise to any of the foregoing; or
          
          (t)   if  any judicial decision, law or regulation
or   interpretation  of  any  judicial  decision,   law   or
regulation  shall be adopted or enforced  by  any  court  or
governmental  or  regulatory authority  (including,  without
limitation,  the DPU or similar agency of any  other  state,
the  SEC, the Department of Energy and FERC),and as a result
of  such  adoption or enforcement any Loan Document  or  any
transaction contemplated thereby shall be or become, or with
the  passage  of  a  specific period of time  would  become,
unlawful  or  the  performance of any Loan Document  or  any
material  term  thereof  shall  be  rendered  impracticable,
unlawful or unenforceable unless within 10 days thereof  the
Company shall have obtained a stay of such action, and  such
stay  shall remain in full force and effect, or taken  other
such  action  which eliminates the adverse  consequences  of
such action;
          
then  and in any such event (unless all Defaults and  Events
of  Default shall theretofore have been remedied) the  Agent
may   and,   upon  the  written,  telecopied  or  telephonic
(confirmed  in writing) request of the Majority Banks  shall
by  notice to the Trust declare:  (i) the obligation of each
Bank  to  make  Advances  to the  Trust  to  be  terminated,
whereupon the same shall terminate, and/or (ii) the Advances
to  the  Trust,  all interest thereon and all other  amounts
payable  under  this  Agreement  to  be  forthwith  due  and
payable, whereupon such Advances, all such interest and  all
such  amounts shall become and be forthwith due and  payable
without presentment, demand, protest or notice, all of which
are  hereby  expressly waived by the Trust.  Notwithstanding
the  foregoing,  upon any Event of Default  contemplated  by
subsections (g), (h) or (i) above, all amounts specified  in
clause  (ii) above shall become immediately due and  payable
automatically  without any requirement of  notice  from  the
Agent or any Bank.

     14. NOTICE AND WAIVERS OF DEFAULT.
     
     14.1.   Notice of Default.  If any Person  shall  give
any  notice or take any other action in respect of a claimed
Default  (whether or not constituting an Event  of  Default)
under  this  Agreement  or  any  other  note,  evidence   of
indebtedness, indenture or other obligation as to which  the
Company, any of its Subsidiaries or the Trust is a party, or
obligor,  whether as principal or surety,  the  Trust  shall
forthwith give written notice thereof to each of the  Banks,
describing  the  notice  or action and  the  nature  of  the
claimed Default.
     
     14.2.   Waivers of Default.  Any Default or  Event  of
Default  may  be  waived as provided  in  25  hereof.   Any
Default  or  Event of Default so waived shall be  deemed  to
have been cured and to be not continuing; but no such waiver
shall  extend  to or affect any subsequent like  default  or
impair any rights arising therefrom.
     
     15. REMEDIES ON DEFAULT, ETC.
     
     15.1.   Rights of Banks.  In case any one or  more  of
the  Events of Default specified in 13 shall have  occurred
and be continuing, and whether or not all amounts owing with
respect  to the Advances have been declared due and  payable
pursuant  to  13, (i) each Bank, if owed  any  amount  with
respect to such Advances, may proceed to protect and enforce
its  rights  by suit in equity, action at law  and/or  other
appropriate proceeding, whether for the specific performance
of  any  covenant or agreement contained in this  Agreement,
including  the  obtaining of the ex parte appointment  of  a
receiver,  and,  if such amount shall have  become  due,  by
declaration  or  otherwise, proceed to enforce  the  payment
thereof  or any other legal or equitable right of the  Bank;
and  (ii)  to the extent any Bank holds Advances  (excluding
Competitive   Bid  Advances)  exceeding  in  the   aggregate
principal  amount such Bank's Commitment Percentage  of  the
then  outstanding  aggregate principal amount  of  all  such
Advances  held  by  all  the Banks, the  other  Banks  shall
purchase such participations in such Bank's Advances  so  as
to  result in the outstanding aggregate principal amount  of
such  Advances held by each Bank to equal each  such  Bank's
Commitment  Percentage  of  the then  outstanding  aggregate
principal  amount  of all such Advances.  The  Trust  hereby
agrees  that  any  Bank so purchasing a  participation  from
another  Bank  pursuant to this 15.1 may,  to  the  fullest
extent  permitted by law, exercise all its right of  payment
(including  the  right  of set-off)  with  respect  to  such
participation  as  fully as if such  Bank  were  the  direct
creditor of the Trust in the amount of such participation.
     
     15.2.   Setoff.   Upon the occurrence and  during  the
continuance  of  any Event of Default, each Bank  is  hereby
authorized at any time and from time to time, without notice
(any  such notice being expressly waived hereby) and to  the
fullest  extent permitted by law, to set off and  apply  any
and  all  deposits  (general or specific,  time  or  demand,
provisional  or final, and in whatever currency denominated)
at  any time held or other sums credited by or due from such
Bank to the Trust against any and all liabilities, direct or
indirect, absolute or contingent, due or to become due,  now
existing  or  hereafter arising of the Trust to  such  Bank.
Each of the Banks agrees with the other Banks that (i) if an
amount to be set off is to be applied to Indebtedness of the
Trust to a Bank, other than the Advances held by all of  the
Banks,  such amount shall be applied ratably to  such  other
Indebtedness  and to the Advances and (ii) if a  Bank  shall
receive  from  the  Trust any payment whether  by  voluntary
payment,  exercise  of  the right of  setoff,  counterclaim,
cross action, enforcement of the Advances held by a Bank  by
proceedings  against the Trust at law or  in  equity  or  by
proof  thereof  in bankruptcy, reorganization,  liquidation,
receivership or similar proceedings, or otherwise, any  such
payment  received  under  this  15.2  shall  be  shared  in
proportion to each Bank's Commitment Percentage.
     
     16. THE AGENT.  (a) Each Bank by its own execution  of
this  Agreement  does hereby appoint,  and  consent  to  the
appointment  of, the Agent as agent for the ratable  benefit
of  the  Banks hereunder.  The Agent is authorized  to  take
such  action on behalf of each of the Banks and to  exercise
all  such  powers as are hereunder and in related  documents
delegated  to  the Agent, together with such powers  as  are
reasonably incidental thereto.
     
          (b)  The Agent may exercise its powers and execute
its  duties by or through employees or agents and  shall  be
entitled  to  take,  and  to  rely  on,  advice  of  counsel
concerning  all matters pertaining to its rights and  duties
under this Agreement.  The Agent may utilize the services of
such  Persons  as  the  Agent in  its  sole  discretion  may
reasonably  determine, and all reasonable fees and  expenses
of any such Persons shall be paid by the Trust.
          
          (c)    Neither   the  Agent   nor   any   of   its
shareholders, directors, officers or employees nor any other
Person  assisting  them in their duties  nor  any  agent  or
employee thereof, shall be liable for any waiver, consent or
approval given or any action taken, or omitted to be  taken,
in  good  faith  by it or them hereunder, or  in  connection
herewith   or   therewith,  or  be   responsible   for   the
consequences   of  any  oversight  or  error   of   judgment
whatsoever, except that the Agent or such other  Person,  as
the case may be, may be liable for losses due to its willful
misconduct or gross negligence.
          
          (d)   The  Agent shall not be responsible for  the
execution  or validity or enforceability of this  Agreement,
or  any instrument at any time constituting, or intended  to
constitute, collateral security for the Advances, or for the
value  of  any such collateral security or for the validity,
enforceability or collectibility of any such  amounts  owing
with  respect  to  the  Advances, or  for  any  recitals  or
statements, warranties or representations herein or made  in
any  certificate or instrument hereafter furnished to it  by
or on behalf of the Trust or any beneficiary of the Trust or
be  bound  to ascertain or inquire as to the performance  or
observance  of  any of the terms, conditions,  covenants  or
agreements  herein  or  in  any  instrument  at   any   time
constituting, or intended to constitute, collateral security
for the Advances.  The Agent shall not be bound to ascertain
whether any notice, consent, waiver or request delivered  to
it  by  the Trust or any holder of any of the Advances shall
have been duly authorized or is true, accurate and complete.
The   Agent  has  not  made  nor  does  it  now   make   any
representations or warranties, express or implied, nor  does
it  assume  any liability to the Banks with respect  to  the
creditworthiness  or financial condition of  the  Trust  and
each  Bank represents and warrants to the Agent that it  has
made  its own independent evaluation of the creditworthiness
of  the  Trust  and  has not relied upon the  Agent  or  any
material  or  information furnished by the Agent  in  making
such evaluation.
          
          (e)    If   in  the  opinion  of  the  Agent   the
distribution  of any amount received by it in such  capacity
hereunder might involve it in liability, it may refrain from
making  distribution  until its right to  make  distribution
shall   have  been  adjudicated  by  a  court  of  competent
jurisdiction.   If  a court of competent jurisdiction  shall
adjudge  that  any  amount received and distributed  by  the
Agent  is  to  be  repaid,  each Person  to  whom  any  such
distribution shall have been made shall either repay to  the
Agent  its proportionate share of the amount so adjudged  to
be  repaid or shall pay over the same in such manner and  to
such  Persons  as shall be determined by such  court.   With
respect to obligations of the Trust hereunder, a payment  to
the Agent shall be deemed to be a payment to the Banks.
          
          (f)  The Agent may deem and treat the payee of any
Note  as the absolute owner thereof for all purposes  hereof
until  it  shall  have  been furnished  in  writing  with  a
different name by such payee or by a subsequent holder.
          
          (g)   In  its individual capacity, Fleet  National
Bank  shall  have the same obligations and the same  rights,
powers  and privileges in respect to its Commitment and  the
Advances made by it hereunder, as it would have were it  not
also the Agent.
          
     16A.      THE  CO-AGENT.  Notwithstanding anything  to
the  contrary set forth herein, the Co-Agent shall be deemed
to  be the agent of the Banks in name only, and the Co-Agent
shall  not  have  any  right, power, obligation,  liability,
responsibility or duty under this Agreement other  than  (a)
those applicable to all Banks as such or (b) those otherwise
applicable  to  The  Bank  of New  York  in  its  individual
capacity.   Each Bank acknowledges that it has  not  relied,
and will not rely, on the Co-Agent in deciding to enter into
this Agreement or in taking or not taking action hereunder.
     
     17. CONSENT TO JURISDICTION.
     
          (a)   The Trust hereby irrevocably submits to  the
jurisdiction  of  any Massachusetts State or  Federal  court
sitting in Boston over any action or proceeding arising  out
of  or relating to this Agreement or any Note issued by  the
Trust,  and  the  Trust hereby irrevocably agrees  that  all
claims in respect of such action or proceeding may be  heard
and determined in such Massachusetts State or Federal Court.
Service  of  process may be made to the Trust by mailing  or
delivering  a  copy  of such process to  the  Trust  at  the
Trust's  address  as  specified in 21  hereof.   The  Trust
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.
          
          (b)  Nothing in this 17 shall affect the right of
any  Bank  to  serve  legal  process  in  any  other  manner
permitted  by law or affect the right of any Bank  to  bring
any  action or proceeding against the Trust or its  property
in the courts of any other jurisdictions.
          
     18.  BINDING  EFFECT AND ASSIGNMENT.   This  Agreement
shall  become effective when it shall have been executed  by
the Trust, the Agent and each Bank and shall be binding upon
and  inure to the benefit of the Trust, the Agent  and  each
Bank  and  their  respective successors and assigns,  except
that the Trust shall not have the right to assign its rights
hereunder  or any interest herein without the prior  written
consent  of  the Banks.  Any Bank or subsequent assignee  of
any  Bank  may with the written consent of the Trust  (which
consent  shall not be unreasonably withheld so long  as  the
assignment, if the Trust so requests, has first been offered
to  one  or  more of the other Banks) and the Agent  assign,
pursuant to documentation satisfactory to the Agent and  its
counsel, to any financial institution (an "Assignee") all or
any  part  of such Bank's or Assignee's obligations,  rights
and  benefits hereunder and to the extent of such assignment
any  such  Assignee shall have the same obligations,  rights
and  benefits with respect to the Trust or any of  them,  as
the  case  may be, as it would have had if it  were  a  Bank
hereunder; provided, that each such assignment shall be in a
minimum amount of $5,000,000 and, provided further, that  no
such  assignment shall become effective unless the assigning
bank shall have paid a $3,500 assignment fee to the Agent in
consideration of the Agent's recordation of such assignment.
Notwithstanding anything in this 18 to the  contrary,  each
Bank  shall be permitted to assign any or all of its  rights
hereunder to any of its "bank" affiliates or to any  of  the
twelve (12) Federal Reserve Banks organized under 4 of  the
Federal  Reserve  Act  12  U.S.C. 341,  without  the  prior
written  consent  of the Trust or the Agent,  provided  that
such  "bank" affiliate shall have total capital of not  less
than $100,000,000.  If any assignee Bank is not incorporated
under  the laws of the United States of America or any state
thereof,  it shall, prior to the date on which any  interest
or fees are payable hereunder or under any of the other Loan
Documents  for  its account, deliver to the  Trust  and  the
Agent a certification as to its exemption from deduction  or
withholding of any United States Federal income taxes.
     
     19. EXECUTION IN COUNTERPARTS.  This Agreement may  be
executed  in  any  number of counterparts and  by  different
parties hereto in separate counterparts, each of which  when
so  executed shall be deemed to be an original  and  all  of
which  taken  together shall constitute  one  and  the  same
agreement.
     
     20.   SURVIVAL  OF  COVENANTS,  ETC.   All  covenants,
agreements, representations and warranties made  herein  and
in  any  certificates or other papers  delivered  by  or  on
behalf  of the Trust pursuant hereto are material and  shall
be   deemed   to  have  been  relied  upon  by  the   Banks,
notwithstanding  any investigation heretofore  or  hereafter
made by it, and shall survive the making by the Banks of the
Advances, as herein contemplated and shall continue in  full
force   and  effect  so  long  as  any  Commitment   remains
outstanding or as long as any Advances or other  amount  due
under  this  Agreement or the Notes remain  outstanding  and
unpaid.   All  statements contained in  any  certificate  or
other  paper  delivered to the Banks at any time  by  or  on
behalf  of  the Trust pursuant hereto or in connection  with
the   transaction   contemplated  hereby  shall   constitute
representations and warranties by the Trust hereunder.
     
     21.   NOTICE,  ETC.   Except  as  otherwise  specified
herein,  all  notices  and  other  communications  made   or
required to be given pursuant to this Agreement shall be  in
writing  and shall be either delivered by hand or mailed  by
United  States of America first-class mail, postage prepaid,
or  sent  by  telecopier confirmed by letter,  addressed  as
follows:
     
          (a)   If  to the Trust, at State Street  Bank  and
Trust    Company,    Two   International   Place,    Boston,
Massachusetts,  Attn:   Officer  in  Charge-Corporate  Trust
Department or at such other address for notice as the  Trust
shall  last  have furnished in writing to the Person  giving
the notice; with a copy to:
          
               Stanley Keller, Esq.
               Palmer & Dodge LLP
               One Beacon Street
               Boston, MA 02108
               
          (b)   if to the Agent, at Fleet National Bank, One
Federal  Street, Boston, Massachusetts 02211, Attn:   Thomas
L. Rose, Vice President, National Utilities Group, Telecopy:
(617)  346-0580,  or such other address for  notice  as  the
Agent  shall  last have furnished in writing to  the  Person
giving the notice; with a copy to:
          
               Peter S. Johnson, Esq.
               Gadsby & Hannah LLP
               225 Franklin Street
               Boston, MA 02110
               Telecopy:  (617) 345-7050
               
          (c)   if to any Bank, at the address set forth for
such  Bank  on  the  signature page hereof,  or  such  other
address for notice as the Bank shall last have furnished  in
writing to the Person giving the notice.
          
     All  such notices and communication shall, when mailed,
telexed,  telecopied or cabled, be effective when  deposited
in  the  mails or delivered to the telex, telecopy or  cable
system, respectively.
     
     22. GOVERNING LAW.  This Agreement shall be deemed  to
be  a  contract  under  the  laws  of  the  Commonwealth  of
Massachusetts  and shall for all purposes  be  construed  in
accordance   with  and  governed  by  the   laws   of   said
Commonwealth, without regard to principles of  conflicts  of
law.
     
     23.  MISCELLANEOUS.   The rights and  remedies  herein
expressed  are  cumulative and not exclusive  of  any  other
rights which any Bank would otherwise have.  Any instruments
required  by any of the provisions hereof to be in the  form
annexed hereto as an exhibit shall be substantially in  such
form with such changes therefrom, if any, as may be approved
by  the Banks and the Trust.  The captions in this Agreement
are  for convenience of reference only and shall not  define
or  limit  the  provisions hereof.  This  Agreement  or  any
amendment may be executed in separate counterparts, each  of
which  when so executed and delivered shall be an  original,
but  all  of which together shall constitute one instrument.
In  proving  this  Agreement, it shall not be  necessary  to
produce or account for more than one such counterpart.
     
     24.  ENTIRE  AGREEMENT, ETC.  This Agreement  and  any
other documents executed in connection herewith or therewith
express the entire understanding of the parties with respect
to  the  transactions  contemplated  hereby.   Neither  this
Agreement  nor  any  term  hereof may  be  changed,  waived,
discharged  or  terminated orally or in writing,  except  as
provided in 25.
     
     25.  CONSENTS,  AMENDMENTS, WAIVERS, ETC.   Except  as
otherwise expressly set forth in any particular provision of
this  Agreement  or  any of the other  Loan  Documents,  any
consent  or approval required or permitted by this Agreement
or  any of the other Loan Documents to be given by the Banks
may  be given, and any term of this Agreement or any of  the
other  Loan  Documents  or of any other  instrument  related
hereto   or  mentioned  herein  may  be  amended,  and   the
performance or observance by the Trust of any term  of  this
Agreement  or any of the other Loan Documents may be  waived
(either  generally  or in a particular instance  and  either
retroactively  or prospectively) with, but  only  with,  the
written  consent  of  the  Trust  and  the  Majority  Banks,
provided, however, that:
     
          (a)  Without the written consent of such Banks  as
hold  100% of the aggregate principal amount of the  Maximum
Commitment,
          
          (i)   no  reduction  in the principal  amount  of,
     interest  rate  on, or Facility Fee or  any  other  fee
     relating  to the Commitments or the Advances  shall  be
     made;
          
          (ii)  no  extension or postponement of the  stated
     time  of  payment of the principal amount of,  interest
     on,  or Facility Fee or any other fee relating to,  the
     Commitments or the Advances shall be made;
          
          (iii)      no increase in the amount, or extension
     of  the  term, of the Commitment beyond those  provided
     for hereunder shall be made;
          
          (iv)  no  change in the definitions of  the  terms
     "Majority Banks" or "Collateral" shall be made;
          
          (v)   no  release of any of the Collateral granted
     by  the Trust pursuant to the Security Documents  shall
     be made; and
          
          (vi)  no change in the language of this 25  shall
     be made.
          
No  waiver  shall  extend to or affect  any  obligation  not
expressly waived or impair any right consequent thereon.  No
course  of dealing or delay or omission on the part  of  any
Bank  in  exercising  any right shall operate  as  a  waiver
thereof  or otherwise be prejudicial thereto.  No notice  to
or demand upon the Trust shall entitle the Trust to other or
further notice or demand in similar or other circumstances.

     26. PARTICIPATIONS.  Any Bank may, without the consent
of any other party, sell participations to one or more banks
or other entities (each a "Participant") in all or a portion
of   its   rights  and  obligations  under  this   Agreement
(including,  without limitation, all or  a  portion  of  its
Commitment and its Advances); provided that (i) such  Bank's
obligations  under  this Agreement shall  remain  unchanged,
(ii)  such Bank shall remain solely responsible to the other
parties  hereto  for  the performance of  such  obligations,
(iii) the Trust, the Agent, and the Banks shall continue  to
deal solely and directly with such Bank, as the case may be,
in  connection with such Bank's rights and obligations under
this  Agreement and (iv) each participation shall  be  in  a
minimum  amount  of  $5,000,000.  No Bank  shall  grant  any
Participant the right to vote or otherwise act in respect to
any matter related to this Agreement except that such rights
may be granted with respect to amendments or waivers related
to  the reduction of principal or the reduction of the  rate
of interest or a change in Facility Fees or the postponement
of  the date fixed for any payment of principal or interest,
if  such right to vote or otherwise act with respect to such
amendments  or waivers is provided for by the terms  of  the
agreement  governing such participation interest;  provided,
however,   that  the  Trust  shall  not  be   obligated   to
communicate directly or indirectly with any Participant with
respect  to  this Agreement or the transactions contemplated
hereby.
     
     27.  EXPENSES; INDEMNIFICATION.  Whether  or  not  the
transactions  contemplated hereby shall be consummated,  the
Trust  will  pay (a) the reasonable cost of (i)  reproducing
this  Agreement and other instruments mentioned  herein  and
(ii)  any  taxes payable by any Bank (including any interest
and  penalties in respect thereof but other than taxes based
upon  such Bank's net income or profits) and any filing fees
payable by the Agent, on or with respect to the transactions
contemplated by this Agreement (the Trust hereby agreeing to
indemnify   each  Bank  with  respect  thereto);   (b)   the
reasonable  fees, expenses and disbursements of the  Agent's
special counsel (Gadsby & Hannah LLP) incurred in connection
with the preparation of this Agreement and other instruments
mentioned   herein,  each  closing  hereunder,   amendments,
modifications,  approvals, consents  or  waivers  hereto  or
hereunder,   (c)   all  reasonable  out-of-pocket   expenses
(including reasonable attorneys' fees and costs) incurred by
Fleet  National  Bank in connection with the syndication  of
the  loan  and  by  the  Banks in connection  with  (i)  the
enforcement of this Agreement, the Notes and the other  Loan
Documents  against  the Trust or the administration  thereof
after  the  occurrence of an Event of Default  and  (ii)  in
connection  with  any  litigation,  proceeding  or   dispute
whether  arising hereunder or otherwise, in any way  related
to any Bank's relationship with the Trust hereunder.
     
     The Trust further agrees to indemnify and hold harmless
any  Bank  as  well as each Bank's shareholders,  directors,
agents,  officers, subsidiaries and affiliates ("Indemnified
Parties") from and against all claims, actions or causes  of
action ("Claims") (including without limitation all damages,
losses,  settlement payments, liabilities, reasonable  costs
and   expenses  related  to  any  such  Claims),   incurred,
suffered, sustained or required to be paid by an Indemnified
Party  by  reason  of  or  resulting from  the  transactions
contemplated  hereby,  except any  of  the  foregoing  which
result  from gross negligence or willful misconduct  of  the
Indemnified  Party; provided, that each Bank agrees  not  to
settle  any  litigation  in connection  with  any  claim  or
liability  with  respect  to  which  such  Bank   may   seek
indemnification hereunder without the prior written  consent
of  the  Trust,  which  consent shall  not  be  unreasonably
withheld.   In any investigation, proceeding or  litigation,
or  the preparation therefor, the Banks shall be entitled to
select  their own counsel and, in addition to the  foregoing
indemnity,  the Trust agrees to pay promptly the  reasonable
fees  and expenses of such counsel, provided, however,  that
the  Trust shall be required to bear the expense of only one
counsel  for  all  of the Banks unless (i)  in  the  written
opinion  of  counsel to the Agent, use of only  one  counsel
could  reasonably be expected to give rise to a conflict  of
interest  or  (ii) the Trust authorizes any Bank  to  employ
separate  counsel  (including the in-house  counsel  of  the
applicable Bank) at its expense.  The covenants of this  27
shall  survive payment or satisfaction of payment of amounts
owing with respect to the Notes.
     
     28.  CLAIMS  AGAINST THE TRUSTEE.  The Banks  and  the
Agent  each acknowledge that if it should have any  monetary
claim  against  the  Trustee by reason of  the  transactions
contemplated hereby, such Bank shall look only to the  Trust
Estate  for payment or satisfaction thereof, except  in  the
case  of gross negligence or willful misconduct on the  part
of the Trustee.
     
     29.  HEADINGS.   Headings of the  sections  have  been
inserted  as  a  matter of convenience only  and  shall  not
control or affect the meaning or construction of any of  the
terms and provisions hereof.
     
     30.   WAIVER  OF JURY TRIAL.  THE TRUST HEREBY  WAIVES
ITS  RIGHT  TO  A JURY TRIAL WITH RESPECT TO ANY  ACTION  OR
CLAIM  ARISING  OUT OF ANY DISPUTE IN CONNECTION  WITH  THIS
AGREEMENT, THE NOTES OR ANY OF THE OTHER LOAN DOCUMENTS, ANY
RIGHTS  OR  OBLIGATIONS  HEREUNDER  OR  THEREUNDER  OR   THE
PERFORMANCE  OF  WHICH  RIGHTS AND OBLIGATIONS.   EXCEPT  AS
PROHIBITED BY LAW AND EXCEPT IN THE CASE OF GROSS NEGLIGENCE
OR  WILLFUL MISCONDUCT, THE TRUST HEREBY WAIVES ANY RIGHT IT
MAY  HAVE TO CLAIM OR RECOVER IN ANY LITIGATION REFERRED  TO
IN  THE  PRECEDING SENTENCE ANY SPECIAL, EXEMPLARY, PUNITIVE
OR  CONSEQUENTIAL DAMAGES OR ANY DAMAGES OTHER THAN,  OR  IN
ADDITION  TO, ACTUAL DAMAGES.  THE TRUST (A) CERTIFIES  THAT
NO  REPRESENTATIVE, AGENT OR ATTORNEY OF  ANY  BANK  OR  THE
AGENT  HAS  REPRESENTED, EXPRESSLY OR OTHERWISE,  THAT  SUCH
BANK  OR  THE  AGENT WOULD NOT, IN THE EVENT OF  LITIGATION,
SEEK  TO  ENFORCE THE FOREGOING WAIVERS AND (B) ACKNOWLEDGES
THAT  THE  AGENT  AND  THE  BANKS  HAVE  ENTERED  INTO  THIS
AGREEMENT, THE OTHER LOAN DOCUMENTS TO WHICH THE TRUST IS  A
PARTY  IN  RELIANCE ON, AMONG OTHER THINGS, THE WAIVERS  AND
CERTIFICATIONS CONTAINED HEREIN.
     
        [remainder of page intentionally left blank]
     
     
     Signed, sealed and delivered, as of the date set  forth
at the beginning of this Agreement, by the Trust and each of
the Banks.


THE TRUST:
                         MASSACHUSETTS FUEL INVENTORY
                           TRUST
                         
                         By  State Street Bank and Trust
                         Company,  not in its individual
                         capacity    but    solely    as
                         successor   Trustee   of    the
                         Massachusetts  Fuel   Inventory
                         Trust under the Trust Agreement
                         dated  as of June 22,  1990  as
                         amended  and in effect  on  the
                         date hereof, between it and the
                         Trustor   and  the  Beneficiary
                         named therein
                         
                         
[Seal]                   By:    s/Patrick E. Thebado
                         Title: Assistant Vice President

Attest:


THE BANKS:
                              THE BANK OF NEW YORK
                              
                              
                              By:     s/John W. Hall
                              Title:  Vice President
                              
                              The Bank of New York
                              One Wall Street, 19th Floor
                              New York, NY 10286
                              Attention: John Hall
                              
                              UNION BANK OF CALIFORNIA, N.A.
                              
                              
                              By:     s/Karyssa M. Britton
                              Title:  Vice President
                              
                              Union Bank of California, N.A.
                              445 S. Figueroa Street
                              Los Angeles, CA 90071
                              Attention: Karyssa M. Britton
                              
                              CORESTATES BANK, N.A.
                              
                              
                              By:     s/Tony Braxton
                              Title:  Vice President
                              
                              CoreStates Bank, N.A.
                              1339 Chestnut Street
                              Philadelphia, PA 19107
                              Attention: Tony Braxton
                              
                              FIRST UNION NATIONAL BANK
                              
                              
                              By:     s/Michael J. Kolosowsky
                              Title:  Vice President
                              
                              First Union National Bank
                              301  S.  College Street,  31st
                              Floor
                              Charlotte, NC 28288
                              Attention: Legal Division
                              
                              FLEET NATIONAL BANK
                              
                              
                              By:     s/Thomas L. Rose
                              Title:  Vice President
                              
                              Fleet National Bank
                              One Federal Street
                              Boston, Massachusetts 02211
                              Attention:   Thomas  L.  Rose,
                              Vice President
                              
THE CO-AGENT:
                              THE BANK OF NEW YORK
                              
                              
                              By:     s/John W. Hall
                              Title:  Vice President
                              
                              The Bank of New York
                              One Wall Street, 19th Floor
                              New York, NY 10286
                              Attention: John Hall
                              
THE AGENT:
                              FLEET NATIONAL BANK, as Agent
                              
                              
                              By:     s/Thomas L. Rose
                              Title:  Vice President
                              
                              Fleet National Bank
                              One Federal Street
                              Boston, Massachusetts 02211
                              Attention:   Thomas  L.  Rose,
                              Vice President
                            
                                                 EXHIBIT A-1


                    REVOLVING CREDIT NOTE


[$________]                             September ___, 1997


      FOR VALUE RECEIVED, the undersigned Massachusetts Fuel
Inventory  Trust,  a Massachusetts trust  (the  "Borrower"),
hereby absolutely and unconditionally promises to pay to the
order  of  [                              ] (the "Bank")  at
the  head  office  of Fleet National Bank,  as  Agent   (the
"Agent"),  at  One  Federal  Street,  Boston,  Massachusetts
02211:

           (a)   on         , 1998, the principal amount  of
     [____________ ($_________)] or, if less, the  aggregate
     unpaid principal amount of Advances made by the Bank to
     the  Borrower  pursuant  to the  Credit  Agreement  (as
     hereinafter defined); and

           (b)   interest on the principal from time to time
     outstanding from the date hereof through and  including
     the  date  on which such principal amount  is  paid  in
     full,  at  the times and at the rates provided  in  the
     Revolving  Credit Agreement dated as of September  ___,
     1997, as amended or supplemented from time to time (the
     "Credit  Agreement"),  by and among  the  Massachusetts
     Fuel Inventory Trust, the Bank and such other banks  or
     financial  institutions that are or may become  parties
     to the Credit Agreement from time to time in accordance
     with  the  provisions thereof (the Bank and such  other
     banks  being  collectively referred to as the  "Banks")
     and the Agent, as agent for the Banks.

     This Note evidences borrowings under, is subject to the
terms and conditions of, and has been issued by the Borrower
in accordance with the terms of the Credit Agreement, and is
one  of the Revolving Credit Notes referred to therein.  The
Bank  and  any holder hereof is entitled to the benefits  of
the  Credit Agreement and may enforce the agreements of  the
Borrower  contained  therein,  and  any  holder  hereof  may
exercise  the  respective remedies provided for  thereby  or
otherwise  available in respect thereof, all  in  accordance
with  the  respective terms thereof.  All capitalized  terms
used  in  this  Note and not otherwise defined herein  shall
have the same meanings herein as in the Credit Agreement.

     The Bank shall, and is hereby irrevocably authorized by
the  Borrower to, endorse on the schedule attached  to  this
Note or a continuation of such schedule attached hereto  and
made  a  part  hereof,  an appropriate  notation  evidencing
advances  and repayments of principal of this Note, provided
that  failure  by the Bank to make any such notations  shall
not affect any of the Borrower's obligations or the validity
of  any  repayments made by the Borrower in respect of  this
Note.

     The Borrower has the right in certain circumstances and
the  obligation under certain other circumstances to  prepay
the whole or part of the principal of this Note on the terms
and conditions specified in the Credit Agreement.

      If  any  one  or more of the Events of  Default  shall
occur,  the entire unpaid principal amount of this Note  and
all of the unpaid interest accrued thereon may become or  be
declared  due and payable in the manner and with the  effect
provided in the Credit Agreement.

      The  Borrower and every endorser and guarantor of this
Note or the obligation represented hereby waive presentment,
demand, notice, protest and all other demands and notices in
connection   with  the  delivery,  acceptance,  performance,
default or enforcement of this Note, assent to any extension
or  postponement  of  the  time  of  payment  or  any  other
indulgence,  to  any substitution, exchange  or  release  of
collateral and to the addition or release of any other party
or person primarily or secondarily liable.

      This  Note shall be deemed to take effect as a  sealed
instrument   under   the  laws  of   the   Commonwealth   of
Massachusetts  and for all purposes shall  be  construed  in
accordance with such laws.

      IN WITNESS WHEREOF, Massachusetts Fuel Inventory Trust
has  caused  this  Note to be signed by its duly  authorized
officer as of the day and year first above written.


                              MASSACHUSETTS FUEL INVENTORY
                              TRUST


                              By:
                              Title:

                              Amount of
                              Principal  Balance of
               Amount of      Paid or    Principal    Notation
     Date      Loan           Prepaid    Unpaid       Made By






                                                 EXHIBIT A-2


                    COMPETITIVE BID NOTE


[$           ]                            [        , 199 ]

     FOR VALUE RECEIVED, the undersigned, Massachusetts Fuel
Inventory  Trust,  a Massachusetts trust  (the  "Borrower"),
hereby  promises  to  pay to the order of  [_______________]
(the "Bank"), at the office of Fleet National Bank, as Agent
(the  "Agent")  at One Federal Street, Boston, Massachusetts
02211,  on  [        , 199 ], pursuant to 3 of  the  Credit
Agreement dated as of September __, 1997, as amended,  among
the  Borrower,  the Banks named therein and the  Agent  (the
"Credit  Agreement"),  the principal sum  of  ______________
Dollars  ($        )  [and  to pay interest  on  the  unpaid
principal amount outstanding from time to time at  the  rate
of   % per annum, payable on the last day of      and on the
Maturity Date, at said office, in lawful money of the United
States of America in immediately available funds.

      The  Borrower promises to pay interest, on demand,  on
any  overdue principal and, to the extent permitted by  law,
overdue interest at a rate or rates determined as set  forth
in the Credit Agreement.

      This  Competitive Bid Note evidences borrowings under,
is  subject  to the terms and conditions of,  and  has  been
issued  by the Borrower in accordance with the terms of  the
Credit  Agreement, and is one of the Competitive  Bid  Notes
referred  to  therein.  The Bank and any  holder  hereof  is
entitled  to  the benefits of the Credit Agreement  and  may
enforce  the  agreements of the Borrower contained  therein,
and  any  holder hereof may exercise the respective remedies
provided  for  thereby  or otherwise  available  in  respect
thereof,  all  in  accordance  with  the  respective   terms
thereof.  All capitalized terms used in this Competitive Bid
Note  and  not otherwise defined herein shall have the  same
meanings herein as in the Credit Agreement.

     The Borrower has the right in certain circumstances and
the  obligation under certain other circumstances to  prepay
the  whole or part of the principal of this Competitive  Bid
Note  on  the terms and conditions specified in  the  Credit
Agreement.

      If  any  one  or more of the Events of  Default  shall
occur,   the   entire  unpaid  principal  amount   of   this
Competitive Bid Note and all of the unpaid interest  accrued
thereon  may  become or be declared due and payable  in  the
manner and with the effect provided in the Credit Agreement.

      The  Borrower and every endorser and guarantor of this
Competitive  Bid  Note or the obligation represented  hereby
waive  presentment, demand, notice, protest  and  all  other
demands   and  notices  in  connection  with  the  delivery,
acceptance,  performance, default  or  enforcement  of  this
Competitive   Bid   Note,  assent  to   any   extension   or
postponement of the time of payment or any other indulgence,
to  any substitution, exchange or release of collateral  and
to  the  addition  or release of any other party  or  person
primarily or secondarily liable.

      This  Competitive  Bid Note shall be  deemed  to  take
effect  as  a  sealed  instrument  under  the  laws  of  the
Commonwealth of Massachusetts and for all purposes shall  be
construed in accordance with such laws.

       IN   WITNESS   WHEREOF,  Borrower  has  caused   this
Competitive  Bid  Note to be signed by its  duly  authorized
officer as of the day and year first above written.


                         MASSACHUSETTS FUEL INVENTORY TRUST


                         By:
                         Title:

                                                  EXHIBIT B

                     NOTICE OF BORROWING

FLEET NATIONAL BANK
As Agent for the Banks which are parties
to the Revolving Credit Agreement
referred to below
One Federal Street
Boston, MA 02211

Attention:  Thomas L. Rose
            Vice President, National Utilities Group

Ladies and Gentlemen:

     The undersigned Massachusetts Fuel Inventory Trust (the
"Borrower") refers to the Revolving Credit Agreement,  dated
as  of September __, 1997 (the "Credit Agreement", the terms
defined therein being used herein as therein defined), among
the  Borrower,  certain  Banks parties  thereto,  and  FLEET
NATIONAL BANK, as Agent for said Banks, and hereby gives you
notice  pursuant  to 2.2 of the Credit Agreement  that  the
undersigned  hereby requests a Borrowing  under  the  Credit
Agreement,  and  in  that connection sets  forth  below  the
information  relating  to  such  Borrowing  (the   "Proposed
Borrowing") as required by 2.2 of the Credit Agreement:

      (i)   The  requested  Business  Day  of  the  Proposed
Borrowing is           , 19  ;

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

      (iii)      [In the case of Eurodollar Advances:]  such
Advances  shall  have a [one (1) month], [two  (2)  months],
[three  (3)  months],  [six  (6) months],  initial  Interest
Period therefor;] and

      (iv) The aggregate amount of the Proposed Borrowing is
[$                 ].

                              Very truly yours,
                              
                              MASSACHUSETTS  FUEL  INVENTORY
                              TRUST
                              
                              
                              By
                              Title:

                                                   EXHIBIT C


            FORM OF COMPETITIVE BID QUOTE REQUEST


                           [Date]


To:    Fleet National Bank, as Agent (the "Agent")

From:  Massachusetts   Fuel   Inventory   Trust   (the
       "Borrower")

Re:    Revolving  Credit  Agreement (the  "Credit  Agreement")
       dated  as  of  September __, 1997  among  Massachusetts
       Fuel  Inventory Trust, the Banks party thereto and  the
       Agent.


     We hereby give notice pursuant to 3.1(b) of the Credit
Agreement  that  we request Competitive Bid Quotes  for  the
following proposed Competitive Bid Borrowing(s):

Date of Borrowing:

Principal Amount*        Interest Period**    Maturity Date

$

      Such Competitive Bid Quotes should offer a Competitive
Bid Rate.

     Terms used herein have the meanings assigned to them in
the Credit Agreement.

                              MASSACHUSETTS  FUEL  INVENTORY
                              TRUST
                              
                              
                              By
                              Title:



*    Amount  must be a minimum of $2,500,000 or  any  larger
     multiple of $1,000.

**   7  to  180  days,  subject to  the  provisions  of  the
     definition of Interest Period.

                                                   EXHIBIT D


        FORM OF INVITATION FOR COMPETITIVE BID QUOTES


To:  [Name of Bank]

Re:  Invitation for Competitive Bid Quotes to
     Massachusetts Fuel Inventory Trust (the "Borrower")


      Pursuant  to 3.1(c) of the Revolving Credit Agreement
(the  "Credit  Agreement") dated as of  September  __,  1997
among  Massachusetts Fuel Inventory Trust, the Banks parties
thereto and Fleet National Bank, as Agent, we are pleased on
behalf  of  the Borrower to invite you to submit Competitive
Bid  Quotes  to  the  Borrower for  the  following  proposed
Competitive Bid Borrowing(s):

Date of Borrowing:

Principal Amount    Interest Period          Maturity Date

$

      Such Competitive Bid Quotes should offer a Competitive
Bid Rate.

      Please  respond to this invitation by  no  later  than
* a.m. (Boston time) on [date].


                                   FLEET  NATIONAL BANK,  as
                                   Agent
                                   
                                   
                                   By:
                                     Authorized Officer



*     The  time specified in Section 3.1(d)(i) of the Credit
Agreement.

                                                   EXHIBIT E


                FORM OF COMPETITIVE BID QUOTE


FLEET NATIONAL BANK, as Agent
One Federal Street
Boston, Massachusetts  02211
Attention:

Re:   Competitive Bid Quote to Massachusetts Fuel  Inventory
      Trust (the "Borrower")

      In  response  to  your invitation  on  behalf  of  the
Borrower  dated                   , 19    , we  hereby  make
the following Competitive Bid Quote on the following terms:

1.   Quoting Bank:

2.   Person to contact at Quoting Bank:

3.   Date of Borrowing:            *

4.   We  hereby offer to make Competitive Bid Advance(s)  in
     the  following  principal amounts,  for  the  following
     Interest Periods and at the following rates:

Principal      Interest       Competitive Bid     Maturity
Amount**       Period***         Rate****           Date

$
$

      We  understand and agree that the offer(s)  set  forth
above,   subject  to  the  satisfaction  of  the  applicable
conditions set forth in the Revolving Credit Agreement dated



___________________________
*    As specified in the related Invitation.
**   Principal amount bid for each Interest Period  may  not
     exceed  principal amount requested.  Bids must be  made
     for $2,500,000 or any larger multiple of $500,000.
***  7 to 180 days, as specified in the related Invitation.
**** Specify rate of interest per annum (each rounded to the
     nearest 1/10,000th of 1%).

as  of September __, 1997 among Massachusetts Fuel Inventory
Trust,  the  Banks, the parties thereto, and Fleet  National
Bank,  as  Agent,  irrevocably  obligates  us  to  make  the
Competitive  Bid  Advance(s)  for  which  any  offer(s)  are
accepted in whole or in part by the Borrower.

                                   Very truly yours,
                                   
                                   [NAME OF BANK]


Dated:                             By:
                                     Authorized Officer


                                                   EXHIBIT F


               [BORROWERS' COUNSEL LETTERHEAD]


                     ____________, 1997


To:  The Banks party to the credit agreements
     referred to below (the "Credit Agreements")
     and Fleet National Bank, as Agent for such Banks

Ladies & Gentlemen:

      We  have acted as counsel to Colonial Gas Company (the
"Utility"),  a corporation organized under the laws  of  The
Commonwealth   of  Massachusetts,  and  Massachusetts   Fuel
Inventory  Trust (the "Trust"), a trust organized under  the
laws  of  The  Commonwealth of Massachusetts, in  connection
with   the  preparation,  execution  and  delivery  of   the
following   documents  and  the  transactions   contemplated
thereby:

          (i)  The Trust Agreement dated as of June 26, 1990
     (the  "Trust Agreement") between State Street Bank  and
     Trust Company, as successor trustee, and the Utility.

           (ii)  The Revolving Credit Agreement dated as  of
     September  __, 1997 (the "Trust Credit Agreement"),  by
     and  among the Trust, The Bank of New York, Union  Bank
     of California, N.A., CoreStates Bank, N.A., First Union
     National Bank and Fleet National Bank (the "Banks") and
     Fleet  National  Bank  as  Agent  for  the  Banks  (the
     "Agent") and The Bank of New York as Co-Agent  for  the
     Banks;

           (iii)     The Revolving Credit Agreement dated as
     of   September        ,   1997  (the  "Company   Credit
     Agreement") by and among the Utility, the Banks and the
     Agent;

           (iv)  The  Security Agreement and  Assignment  of
     Contracts dated as of September __, 1997 (the "Security
     Agreement"), between the Trustee and the Agent.

           (v)   The Purchase Contract dated as of June  26,
     1990  (the  "Purchase Contract") between the Trust  and
     the Utility.

           (vi)  The  Consent  and  Agreement  dated  as  of
     September __, 1997 (the "Consent"), by the Utility.

           (vii)      The  Notes dated the date hereof  (the
     "Notes"),  executed by the Utility or the  Trust  under
     the  Respective Credit Agreements and each  payable  to
     the order of one of the Banks.

      This  opinion is given pursuant to 6.1(c)(i)  of  the
Company  Credit  Agreement.   Except  as  otherwise  defined
herein,  all  terms  defined in the Trust  Credit  Agreement
shall have the respective meanings ascribed to them therein.

      In connection with our preparation of this opinion, we
have  examined  and are familiar with originals  or  copies,
certified  or  otherwise identified to our satisfaction,  of
the Loan Documents, the charter documents and by-laws of the
Utility,  resolutions  of  the Board  of  Directors  of  the
Utility  (certified copies of which have been  furnished  to
you),  the  Trust Agreement and such other documents  as  we
have  deemed  necessary  in  connection  with  the  opinions
hereinafter  set  forth.   We  have  relied  as  to  various
questions of fact upon the representations and warranties of
the  Utility contained in the above-mentioned documents  and
the  certificates of public officials and  officers  of  the
Utility delivered thereunder.

      We have assumed due authorization and execution of all
agreements  referred to herein by the parties thereto  other
than  the  Utility and the Trust.  We have also assumed  the
genuineness of all signatures (other than those on behalf of
the  Utility and the Trust), the conformity to the originals
of   all  documents  reviewed  by  us  as  copies,  and  the
authenticity  and  completeness of  all  original  documents
reviewed by us in original or copy form.

      Our  opinions expressed in paragraphs 5 and 11  hereof
are  qualified by the fact that if the Agent or one or  more
of  the  Banks  should  acquire gas which  is  part  of  the
Collateral  (as  defined  in  the  Security  Agreement)   by
foreclosure or otherwise and intends to dispose of such  gas
in  The  Commonwealth  of  Massachusetts,  any  contract  or
contracts  for the sale of such gas might have to  be  filed
and  might be subject to action by the DPU relative  to  the
rates,  prices,  charges  and  practices  covered  by   such
contract.   Additionally,  if  such  Collateral  should   be
purchased  by a Massachusetts gas company under  a  contract
covering  a  period in excess of more than one year,  either
DPU  approval or a provision in the contract subjecting  the
price  of  the  Collateral  to future  DPU  review  will  be
required.

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

      1.    The  Utility  is a corporation  duly  organized,
validly existing and in good standing under the laws of  The
Commonwealth of Massachusetts; has not failed to qualify  to
transact  business  in  any jurisdiction  where  failure  to
qualify  would  materially adversely affect its  ability  to
perform  its obligations under any of the Loan Documents  to
which it is a party; and has corporate power to execute  and
deliver  each of the Loan Documents to which it is  a  party
and to incur and perform its obligations thereunder.

      2.   The making and performance by the Utility of each
of  the Loan Documents to which it is a party have been duly
authorized by all necessary corporate action and do not  and
will  not violate any provision of law or of its charter  or
by-laws  or result in the breach of or constitute a  default
under  or  require any consent under any indenture or  other
agreement or instrument of which we are aware (after  having
made  a  reasonable investigation with respect  thereto)  to
which the Utility is a party or by which the Utility or  its
properties and assets may be bound or affected.

      3.    Except for matters described or referred  to  in
Schedule  8.7 of the Colonial Credit Agreement  or  Schedule
9.7  of  the  Trust Credit Agreement, there are no  actions,
suits  or  proceedings at law or in equity by or before  any
governmental agency or authority or arbitrator  now  pending
or,  to  the  best  of our knowledge (after  having  made  a
reasonable  investigation with respect thereto),  threatened
against  or  affecting the Utility or the  Trust  which,  if
adversely determined, could materially adversely affect  the
obligations  of the Utility or the Trust to  carry  out  the
transactions   contemplated  by  the  Loan  Documents.    In
rendering  the opinion expressed in this paragraph  3,  with
your  permission we have made no independent review  of  any
court's docket.

     4.   Each Loan Document to which the Utility is a party
constitutes  a  legal, valid and binding obligation  of  the
Utility, enforceable against the Utility in accordance  with
its  terms  subject,  as  to enforceability,  to  applicable
bankruptcy,  insolvency, moratorium and other  similar  laws
affecting   creditors  rights  generally  and   to   general
principals of equity.

      5.    No  government approval is required for the  due
execution, delivery and performance by the Utility  and  the
Trust  of their respective obligations, and the exercise  of
their respective rights, under the Loan Documents or for the
grant by the Utility and the Trust of the security interests
and  assignments granted by the Loan Documents  or  for  the
validity and enforceability thereof or for the perfection or
the  exercise  by  the  Agent of  its  rights  and  remedies
thereunder except the order of the DPU dated June   ,  1990,
which  order has been duly obtained.  There is no proceeding
pending, or to the best of our knowledge (after having  made
a reasonable investigation with respect thereto) threatened,
which  seeks,  or  may reasonably be expected,  to  rescind,
terminate, modify or suspend the aforesaid order.

      6.    The  security interest granted to you under  the
Security  Agreement in the Collateral, as  defined  therein,
has  been duly created with respect to those items and types
of  Collateral in which a security interest may  be  created
under  Article  9 of the Uniform Commercial  Code  of  those
jurisdictions  in which the Collateral is located  (in  each
case, the "UCC"), and financing statements relating to  such
security interest have been duly filed pursuant to  the  UCC
with  the  Massachusetts Secretary of State and  the  Boston
City  Clerk;  the  New  York Department  of  State  and  the
Allegheny   County  Registry  of  Deeds;  the   Pennsylvania
Secretary  of State and the Potter County Prothonotary;  and
the West Virginia Secretary of State and the ________ County
Clerk, which are the only actions necessary to perfect  such
security  interest in the right, title and interest  of  the
Trust  in  those items and types of Collateral  in  which  a
security  interest  may be perfected by filing  a  financing
statement  under the UCC.  We call your attention,  however,
to  the  necessity  of  filing  continuation  statements  or
amendments  from time to time or under certain circumstances
under  the  applicable provisions of the  UCC  in  order  to
maintain  such  perfection.  At the time of  a  search  made
within               (    ) days of the date hereof  in  the
offices of  [recite locations searched], the Collateral  was
subject  to no liens or security interests properly recorded
or  filed  in such filing offices showing the Trust  or  the
Utility as debtor, except .  Capitalized terms used in  this
paragraph  6  have  the meanings ascribed  to  them  in  the
Security Agreement.

      7.    The Trust is a trust validly existing under  the
laws  of The Commonwealth of Massachusetts and has the legal
capacity  to  enter  into,  and to perform  its  obligations
under,  each  of the Loan Documents to which  it  is  or  is
intended  to  be  a  party  and all  other  instruments  and
agreements to be executed and delivered by it thereunder.

      8.    Each  of  the  Credit  Agreement,  the  Security
Agreement and the Trust Agreement constitutes, and  each  of
the other Loan Documents to which the Trust is a party or to
which the Trust is contemplated to become a party from  time
to  time pursuant to the Credit Agreement, when executed and
delivered,  will  constitute the legal,  valid  and  binding
obligation  of the Trust, enforceable against the  Trust  in
accordance  with  its  respective  terms,  subject,  as   to
enforceability,   to   applicable  bankruptcy,   insolvency,
moratorium  and  other  similar  laws  affecting  creditors'
rights generally and to general principals of equity.

     9.   All capitalized terms in this paragraph 9 have the
meanings  ascribed to them in the Security  Agreement.   The
Storage Facility Agreements pursuant to which Fuel is or  is
to  be  stored  in facilities under the control  of  Persons
(other  than the Utility) which have agreed with the Utility
to  store  such  Fuel constitute legal,  valid  and  binding
obligations  of  the  Utility,  and  such  Storage  Facility
Agreements do not restrict the performance by the  Trust  or
the  Utility of each Loan Document to which they are parties
or prohibit the authorization by the Utility of the Trust or
its  designee  to give instructions, and take  other  action
pursuant  to  such agreements, contained  in  3(d)  of  the
Purchase Contract.

      10.  By reason of the transactions contemplated by the
Loan  Documents, neither the Trust, the Trustee,  the  Agent
nor any Bank will become, or will be declared by the SEC  to
be,  or  with the passage of a specific period of time  will
become, a "public utility company" as defined in the  Public
Utility  Holding  Company Act of 1935, as  amended,  or  any
successor  provision  thereto, and neither  the  Trust,  the
Trustee, the Agent nor any Bank or the shareholders  of  any
of the Trust, the Agent or any Bank, or any partner, officer
or employee of any of them, will become, or with the passage
of  a  specific  period  of  time will  become,  subject  to
regulation under said Act.

     11.  Under existing law neither the Trust, the Trustee,
the  Agent  nor  any  Bank will become,  by  reason  of  the
transaction  contemplated  by the  Loan  Documents,  a  "gas
company"  as  defined in section 1 of  Chapter  164  of  the
Massachusetts General Laws as now in effect, nor will any of
them  or  the shareholders of any of them become subject  to
regulation   under   the  laws  of   the   Commonwealth   of
Massachusetts  governing public utilities or public  service
companies.

      We  do  not  herein express any opinion as to  matters
governed by any laws other than the laws of The Commonwealth
of  Massachusetts and the Federal Law of the United  States.
To  the  extent  the  laws of the State  of  New  York,  the
Commonwealth  of Pennsylvania and the State of Rhode  Island
are  relevant  to  our opinions herein  expressed,  we  have
relied on the following opinions rendered to us of even date
herewith, a copy of which has been furnished to you:  [LIST]

      With  respect to the Natural Gas Act and  the  Federal
Power  Act,  we  have  relied on the opinion  of  even  date
herewith of ________________


                                   Very truly yours,


                                                   EXHIBIT G


             MASSACHUSETTS FUEL INVENTORY TRUST

                Compliance Certificate Under
                 Revolving Credit Agreement
                  Dated September __, 1997


      On  behalf  of Massachusetts Fuel Inventory  Trust,  a
Massachusetts   Trust  (the  "Borrower"),  the   undersigned
[Insert Name], the Trustee of the Trust hereby certifies  as
of the date hereof the following:

      1.   No Defaults.  I have read a copy of the Revolving
Credit  Agreement dated September __, 1997 (the "Agreement")
among  the Borrower and the Banks named therein and, to  the
best  of  my knowledge and belief, the Borrower  is  not  in
default  in  the performance or observance  of  any  of  the
covenants,  terms  or  provisions of the  Agreement  or  the
covenants, terms or provisions of the Notes issued  pursuant
thereto.   [If the Borrower shall be in default, the  signer
of  this certificate shall specify all such Defaults and the
nature  thereof,  of  which he or she may  have  knowledge.]
Attached  hereto is Schedule A, on which are set  forth  all
relevant  calculations  needed  to  determine  whether   the
Borrower  is  in  compliance with 11.8  and  11.9  of  the
Agreement,  which  calculations are based on  the  financial
statements  of  the  Borrower's most recent  fiscal  quarter
required  to  be supplied under the Agreement.   I  have  no
knowledge of the occurrence of any event since the  date  of
such   financial   statements  which   would   render   this
Certificate incorrect as of the date hereof.

      2.    No  Material Changes, Etc.  Since [December  31,
1996]  [or  insert  the date of the last certificate  issued
pursuant  to 10.3(c) of the Agreement], there have occurred
no  Material  Adverse Changes in the financial condition  or
business  of  the Borrower as shown on or reflected  in  the
consolidated  balance sheet of the Borrower as of  [December
31,  1996]  [or  insert the date of the most recent  audited
financials of the Borrower], other than changes disclosed in
writing and shown on Schedule B hereto, and changes  in  the
ordinary  course of business which have not had any material
adverse  effect on the business or financial   condition  of
the Borrower.

      3.    Litigation.  Except as set forth on  Schedule  C
hereto,   there  are  no  actions,  suits,  proceedings   or
investigations  of  any kind pending  against  the  Borrower
before any court, tribunal or administrative agency or board
which, if adversely determined, might, either in any case or
in   the   aggregate,   materially  adversely   affect   the
properties, assets, financial condition or business  of  the
Borrower  or materially impair the right of the Borrower  to
carry  on business substantially as now conducted, or result
in  any  substantial  liability not  adequately  covered  by
insurance,  or which question the validity of the  Agreement
or  the  Notes, or any action taken or to be taken  pursuant
hereto or thereto.

      4.   No Materially Adverse Contracts, Etc.  Except  as
set  forth on Schedule D hereto, neither the Borrower is (i)
subject to any charter, corporate or other legal restriction
or  any judgment, decree, order, rule or regulation which in
the  judgment  of  the Borrower has or is  expected  in  the
future  to have a materially adverse effect on the business,
assets  or  financial condition of the Borrower, or  (ii)  a
party to any contract or agreement which in the judgment  of
the  Borrower  has  or  is expected to have  any  materially
adverse  effect on the business of the Borrower,  except  as
otherwise reflected in adequate reserves.

      5.    Tax Status.  The Borrower has made or filed  all
federal  and state income and, to the best of my  knowledge,
all other tax returns, reports and declarations required  by
any  jurisdiction to which it is subject; and has  paid  all
taxes  and  other governmental assessments and charges  that
are  material in amount, shown or determined to  be  due  on
such  returns, reports and declarations, except those  being
contested  in  good faith; and has set aside  on  its  books
provisions reasonably adequate for the payment of all  taxes
for periods subsequent to the periods to which such returns,
reports  or declarations apply.  There are no unpaid  taxes,
except  those being contested in good faith, in any material
amount  claimed  to be due by the taxing  authority  of  any
jurisdiction, and I know of no basis for any such claim.


                              MASSACHUSETTS  FUEL  INVENTORY
                              TRUST
                              
                              By
                              Title


                                                  EXHIBIT I
                                                            
                       MONTHLY REPORT

     MASSACHUSETTS FUEL INVENTORY TRUST (the "Trust") hereby
certifies  to FLEET NATIONAL BANK (the "Bank"), pursuant  to
Section  11.3(e) of the Revolving Credit Agreement dated  as
of  September _____, 1997 (the "Credit Agreement"), that the
Borrowing  Base  is as follows and that the Trust  Borrowing
Base  is  at  least  equal  to the amount  of  the  Advances
requested  by the Trust as of the last day of the  previous
month  together with all outstanding Advances to  the  Trust
calculated as follows:

Calculation of Borrowing Base:

1.   The Cost of the Trust's inventory
     of Commodities (by type) as of the
     end of the calendar month preceding
     the   date   of   this  
     Certificate   (the   "Month")           $_________

2.   The dollar value of the Trust's
     outstanding accounts receivable
     at the end of the Month                 $_________


 Total Fuel Inventory                                    $_________

3.    The   locations  (city/county  and  state)  where  the
Natural Gas and propane owned by the Borrowers is stored  as
of the end of the Month are as follows:



     Defined terms used herein without definition shall have
the meanings ascribed to such terms in the Credit Agreement.

      IN  WITNESS WHEREOF, the undersigned has executed this
certificate  as  of  the  ______  day  of  ________________,
199___.
                         
                         MASSACHUSETTS FUEL INVENTORY
                           TRUST
                         
                         By State Street Bank and Trust
                         Company, not in its individual
                         capacity but solely as
                         successor Trustee of the
                         Massachusetts Fuel Inventory
                         Trust under the Trust Agreement
                         dated as of June 22, 1990 as
                         amended and in effect on the
                         date hereof, between it and the
                         Trustor and the Beneficiary
                         named therein
                         
                         
[Seal]                   By:
                            Title: