Exhibit 10.6



	Execution Version


	

	$250,000,000 REVOLVING CREDIT FACILITIES

	

 CREDIT AGREEMENT

	

 by and among

	

	INDIANAPOLIS POWER & LIGHT COMPANY

	

 THE LENDERS PARTY HERETO 

	

	PNC BANK, NATIONAL ASSOCIATION, as Administrative Agent

	

 PNC CAPITAL MARKETS LLC, Sole Bookrunner and Sole Lead Arranger

	

 BANK OF AMERICA, N.A., as Syndication Agent

	

 and

	

 UNION BANK, N.A., as Documentation Agent

	

	

	

   Dated as of December 14, 2010

	

	


		



				
	TABLE OF CONTENTS
	 	 	 	 
	 
		  1.	
 		CERTAIN DEFINITIONS
	
		      1.1	
		Certain Definitions
	
	 	      1.2	
		Construction
	 
	 	      1.3	
		Accounting Principles
	 
				
		  2.	
			REVOLVING CREDIT AND SWING LOAN FACILITIES
	
		      2.1	
			Revolving Credit Commitments
	
			
			(a)     Facility A Loans
	
			
			(b)     Swing Loan Commitments
	
		      2.2	
			Nature of Lenders’ Obligations with Respect to Facility A Loans
	
		      2.3	
			Facility B Loans
	
		      2.4	
			Nature of Lenders’ Obligations with Respect to Facility B Loans
	
		      2.5	
			Commitment Fees
	
		      2.6	
			Revolving Credit Loan Requests; Swing Loan Requests
	
			
			(a)     Revolving Credit Loan Requests
	
			
			(b)     Swing Loan Requests
	
		      2.7	
			Making Revolving Credit Loans and Swing Loans; Presumptions by the Administrative Agent; Repayment of Revolving Credit Loans; Borrowings to Repay Swing Loans
	
			
			(a)     Making Revolving Credit Loans
	
			
			(b)     Presumptions by the Administrative Agent
	
			
			(c)     Making Swing Loans
	
			
			(d)     Repayment of Revolving Credit Loans
	
			
			(e)     Borrowings of Repay Swing Loans
	
		     2.8	
			Notes
	
		     2.9	
			Use of Proceeds
	
		     2.10	
			Letter of Credit Subfacility
	
			
			(a)     Issuance of Letters of Credit
	
			
			(b)     Letter of Credit Fees
	
			
			(c)     Disbursements, Reimbursement
	
			
			(d)     Repayment of Participation Advances
	
			
			(e)     Documentation
	
			
			(f)     Determinations to Honor Drawing Requests
	
			
			(g)     Nature of Participation and Reimbursement Obligations
	
			
			(h)     Indemnity
	
			
			(i)     Liability for Acts and Omissions
	
			
			(j)     Issuing Lender Reporting Requirements
	
		   2.11	
			Reduction of Revolving Credit Commitments
	
	 	 	 	 
	 	  3.	
			[INTENTIONALLY OMITTED]
	 
	 	 	 	 
	 	  4.	
			INTEREST RATES
	 
	 	     4.1	
			Interest Rate Options
	 
			
			(a)     Interest Rate Options; Swing Loan Interest Rates
	
			
			(b)     Rate Quotations
	
	 	     4.2	
			Interest Periods
	 
			
			(a)     Amount of Borrowing Tranche
	
			
			(b)     Renewals
	
	 	     4.3	
			Interest After Default
	 
			
			(a)     Letter of Credit Fees, Interest Rate
	
			
			(b)     Other Obligations
	
			
			(c)     Acknowledgement
	
	 	     4.4	
			LIBOR Rate Unascertainable; Illegality; Increased Costs; Deposits Not Available
	 
			
			(a)     Unascertainable
	
			
			(b)     Illegality; Increased Costs; Deposits Not Available
	
			
			(c)     Administrative Agent’s and Lender’s Rights
	
	 	     4.5	
			Selection of Interest Rate Options
	 
	 	 	 	 
	 	  5.	
			PAYMENTS
	 
	 	     5.1	
			Payments
	 
	 	     5.2	
			Pro Rata Treatment of Lenders
	 
	 	     5.3	
			Sharing of Payments by Lenders
	 
	 	     5.4	
			Presumptions by Administrative Agents
	 
	 	     5.5	
			Interest Payment Dates
	 
	 	     5.6	
			Voluntary Prepayments
	 
			
			(a)     Right to Prepay
	
			
			(b)     Replacement of a Lender
	
	 	     5.7	
			[Intentionally Omitted]
	 
	 	     5.8	
			Increased Costs
	 
			
			(a)     Increased Costs Generally
	
			
			(b)     Capital Requirements
	
			
			(c)     Certificates for Reimbursement; Repayment of Outstanding Loans; Borrowing of New Loans
	
			
			(d)     Delay in Requests
	
	 	     5.9	
			Taxes
	 
			
			(a)     Payments Free of Taxes
	
			
			(b)     Payment of Other Taxes by the Borrower
	
			
			(c)     Indemnification by the Borrower
	
			
			(d)     Evidence of Payments
	
			
			(e)     Status of Lenders
	
	 	     5.10	
			Indemnity
	 
	 	     5.11	
			Settlement Date Procedures
	 
	 	 	 	 
	 	  6.	
 			REPRESENTATIONS AND WARRANTIES
	 
	 	     6.1	
			Representations and Warranties
	 
			
			(a)     Organization and Qualification; Power and Authority; Compliance With Laws; Title to Properties; Event of Default
	
			
			(b)     Subsidiaries and Owners; Investment Companies
	
			
			(c)     Validity and Binding Effect
	
			
			(d)     No Conflict; Material Agreements; Consents
	
			
			(e)     Litigation
	
			
			(f)     Financial Statements
	
			
			(g)     Margin Stock
	
			
			(h)     Full Disclosure
	
			
			(i)     Taxes
	
			
			(j)     Patents, Trademarks, Copyrights, Licenses, Etc.
	
			
			(k)     Licenses, Registrations and Compliance with Laws
	
			
			(l)     Insurance
	
			
			(m)     ERISA Compliance
	
			
			(n)     Environmental Matters
	
			
			(o)     Solvency
	
			
			(p)     Pari Passu Indebtedness
	
	 	 	 	 
	 	  7.	
 			CONDITIONS OF LENDING AND ISSUANCE OF LETTERS OF CREDIT
	 
	 	     7.1	
			First Loans and Letters of Credit
	 
			
			(a)     Deliveries
	
			
			(b)     Payment of Fees
	
	 	     7.2	
			Each Loan of Letter of Credit
	 
	 	 	 	 
	 	  8.	
 			CONVENANTS
	 
	 	     8.1	
			Affirmative Covenants
	 
			
			(a)     Preservation of Existence, Etc.
	
			
			(b)     Payment of Liabilities, Including Taxes, Etc.
	
			
			(c)     Maintenance of Insurance
	
			
			(d)     Maintenance of Properties and Leases
	
			
			(e)     Visitation Rights
	
			
			(f)     Keeping of Records and Books of Account
	
			
			(g)     Compliance with Laws
	
			
			(h)     Use of Proceeds
	
			
			(i)     Anti-Terrorism Laws
	
			
			(j)     Substitution of Letters of Credit
	
	 	     8.2	
			Negative Covenants
	 
			
			(a)     Liens
	
			
			(b)     Assumptions or Guaranties of Indebtedness
	
			
			(c)     Dissolution
	
			
			(d)     Sale of Assets
	
			
			(e)     Change in Nature of Business
	
			
			(f)     Sale and Leaseback
	
			
			(g)     Sale of Accounts
	
			
			(h)     Indebtedness
	
			
			(i)     Other Agreements
	
			
			(j)     Prepayment of Other Loans
	
			
			(k)     Change of Fiscal Year
	
			
			(l)     Subordination of Claims
	
			
			(m)     Dividends
	
			
			(n)     Financial Covenant
	
			
			(o)     Affiliates
	
			
			(p)     Investments and Acquisitions
	
			
			(q)     Certain Restrictions
	
	 	     8.3	
			Reporting Requirements
	 
			
			(a)     Quarterly Financial Statements
	
			
			(b)     Annual Financial Statements
	
			
			(c)     Certificates of the Borrower
	
			
			(d)     Notices
	
	 	 	 	 
	 	  9.	
 			DEFAULT
	 
	 	     9.1	
			Events of Default
	 
			
			(a)     Payments Under Loan Documents
	
			
			(b)     Breach of Warranty
	
			
			(c)     Breach of Negative Covenants or Visitation Rights
	
			
			(d)     Breach of Other Covenants
	
			
			(e)     Defaults in Other Agreements or Indebtedness
	
			
			(f)     Final Judgments or Orders
	
			
			(g)     Loan Document Unenforceable
	
			
			(h)     Uninsured Losses; Proceedings Against Assets
	
			
			(i)     Events Relating to Plans and Benefit Arrangements
	
			
			(j)     Change of Control
	
			
			(k)     Mortgage Event of Default
	
			
			(l)     Relief Proceedings
	
	 	     9.2	
			Consequences of Event of Default
	 
			
			(a)     Events of Default Other Than Bankruptcy, Insolvency or Reorganization Proceedings
	
			
			(b)     Bankruptcy, Insolvency or Reorganization Proceedings
	
			
			(c)     Set-Off
	
			
			(d)     Application of Proceeds
	
	 	 	 	 
	 	10.	
 			THE ADMINISTRATIVE AGENT
	 
	 	     10.1	
			Appointment and Authority
	 
	 	     10.2	
			Rights as a Lender
	 
	 	     10.3	
			Exculpatory Provisions
	 
	 	     10.4	
			Reliance by Administrative Agent
	 
	 	     10.5	
			Delegation of Duties
	 
	 	     10.6	
			Resignation of Administrative Agent
	 
	 	     10.7	
			Non-Reliance on Administrative Agent and Other Lenders
	 
	 	     10.8	
			No Other Duties, etc.
	 
	 	     10.9	
			Administrative Agent’s Fee
	 
	 	     10.10	
			No Reliance on Administrative Agent’s Customer Identification Program
	 
	 	 	 	 
	 	11.	
 			MISCELLANEOUS
	 
	 	     11.1	
			Modifications, Amendments or Waivers
	 
			
			(a)     Increase of Commitment
	
			
			(b)     Extension of Payment; Reduction of Principal, Interest or Fees; Modification of Terms of Payment
	
			
			(c)     Miscellaneous
	
	 	     11.2	
			No Implied Waiver; Cumulative Remedies
	 
	 	     11.3	
			Expenses; Indemnity; Damage Waiver
	 
			
			(a)     Cost and Expenses
	
			
			(b)     Indemnification by the Borrower
	
			
			(c)     Reimbursement by Lenders
	
			
			(d)     Waiver of Consequential Damages, Etc.
	
			
			(e)     Payments
	
	 	     11.4	
			Holidays
	 
	 	     11.5	
			Notices; Effectiveness; Electronic Communications
	 
			
			(a)     Notices Generally
	
			
			(b)     Electronic Communications
	
			
			(c)     Change of Address, Etc.
	
	 	     11.6	
			Severability
	 
	 	     11.7	
			Duration; Survival
	 
	 	     11.8	
			Successors and Assigns
	 
			
			(a)     Successors and Assigns Generally
	
			
			(b)     Assignments by Lenders
	
			
			(c)     Register
	
			
			(d)     Participations
	
			
			(e)     Limitations upon Participant Rights and Successors and Assigns Generally
	
			
			(f)     Certain Pledges; Successors and Assigns Generally
	
	 	     11.9	
			Confidentiality
	 
			
			(a)     General
	
			
			(b)     Sharing Information With Affiliates of the Lenders
	
	 	     11.10	
			Counterparts; Integration; Effectiveness
	 
			
			(a)     Counterparts; Integration; Effectiveness
	
	 	     11.11	
			CHOICE OF LAW; SUBMISSION TO JURISDICTION; WAIVER OF VENUE; SERVICE OF PROCESS; WAIVER OF JURY TRIAL
	 
			
			(a)     Governing Law
	
			
			(b)     SUBMISSION TO JURISDICTION
	
			
			(c)     WAIVER OF VENUE
	
			
			(d)     SERVICE OF PROCESS
	
			
			(e)     WAIVER OF JURY TRIAL
	
	 	     11.12	
			USA Patriot Act Notice
	 





	 	 	 	 
	LIST OF SCHEDULES AND EXHIBITS
	 	SCHEDULES		 
		SCHEDULE 1.1 (A)	- PRICING GRID	
		SCHEDULE 1.1 (B)	- COMMITMENTS OF LENDERS AND ADDRESSES FOR NOTICES	
		SCHEDULE 6.1(a)	- QUALIFICATIONS TO DO BUSINESS	
		SCHEDULE 6.1(b)	- SUBSIDIARIES	
		SCHEDULE 6.1(e)	- LITIGATION	
		SCHEDULE 6.1(n)	- ENVIRONMENTAL DISCLOSURES	
		SCHEDULE 7.1(a)	- OPINION OF COUNSEL	
		SCHEDULE 8.2(p)	- EXISTING INVESTMENTS	
	 	EXHIBITS		 
		EXHIBITS 1.1(A)	- ASSIGNMENT AND ASSUMPTION AGREEMENT	
		EXHIBITS 1.1(N)(1)	- REVOLVING CREDIT NOTE	
		EXHIBITS 1.1(N)(2)	- SWING LOAN NOTE	
		EXHIBITS 2.6(A)	- BORROWER LOAN REQUEST	
		EXHIBITS 2.6(B)	- TRUSTEE LOAN REQUEST	
		EXHIBITS 2.6(C)	- SWING LOAN REQUEST	
		EXHIBITS 8.3	- QUARTERLY COMPLIANCE CERTIFICATE	




	

	CREDIT AGREEMENT 


	THIS CREDIT AGREEMENT (as hereafter amended, the "Agreement")
	is dated as of December 14, 2010, and is made by and among INDIANAPOLIS
	POWER & LIGHT COMPANY, an Indiana corporation (the "Borrower"),
	the LENDERS (as hereinafter defined), and PNC BANK, NATIONAL ASSOCIATION, in
	its capacity as administrative agent for the Lenders under this Agreement
	(hereinafter referred to in such capacity as the "Administrative Agent")
	PNC CAPITAL MARKETS LLC, Sole Bookrunner and Sole Lead Arranger (hereinafter
	referred to in such capacity as the "Lead Arranger"), BANK
	OF AMERICA, N.A., as Syndication Agent (hereinafter referred to in such
	capacity as the "Syndication Agent") and UNION BANK, N.A.,
	as Documentation Agent (hereinafter referred to in such capacity as the "Documentation Agent").




The
	Borrower has requested the Lenders to provide revolving credit facilities to
	the Borrower in an aggregate principal amount not to exceed $250,000,000. 
	In consideration of their mutual covenants and agreements hereinafter set
	forth and intending to be legally bound hereby, the parties hereto covenant
	and agree as follows:
	                       
1.                    
CERTAIN DEFINITIONS 

1.1             Certain
	Definitions.   In addition to words and terms defined elsewhere in this
	Agreement, the following words and terms shall have the following meanings,
	respectively, unless the context hereof clearly requires otherwise:

Acquisition shall mean any transaction, or any series of related
	transactions, consummated on or after the date of this Agreement, by which
	the Borrower or any of its Subsidiaries (i) acquires any going business or
	all or substantially all of the assets of any firm, corporation, partnership
	or limited liability company, or division thereof, whether through purchase
	of assets, merger or otherwise or (ii) directly or indirectly acquires (in
	one transaction or as the most recent transaction in a series of
	transactions) at least a majority (in number of votes) of the securities of
	a corporation which have ordinary voting power for the election of directors
	(other than securities having such power only by reason of the happening of
	a contingency) or a majority (by percentage or voting power) of the
	outstanding ownership interests of a partnership or limited liability
	company.

Administrative Agent shall mean PNC Bank, National Association, and
	its successors and assigns.

Administrative Agent's Fee shall have the
	meaning specified in Section 10.9 [Administrative Agent's Fee].

Administrative Agent's Letter shall have the meaning specified in Section
	10.9 [Administrative Agent's Fee].

Affiliate as to any Person shall mean any
	other Person (i) which directly or indirectly controls, is controlled by, or
	is under common control with such Person, (ii) which beneficially owns or
	holds 10% or more of any common equity interests of such Person, or
	(iii) 10% or more of any common equity interests of which is beneficially
	owned or held, directly or indirectly, by such Person. 

Anti-Terrorism Laws
	shall mean any Laws relating to terrorism or money laundering, including
	Executive Order No. 13224, the USA Patriot Act, the Laws comprising or
	implementing the Bank Secrecy Act, and the Laws administered by the United
	States Treasury Department's Office of Foreign Asset Control (as any of the
	foregoing Laws may from time to time be amended, renewed, extended, or
	replaced).

Applicable Commitment Fee Rate shall mean the
percentage rate per annum based on the senior unsecured long-term debt ratings
of the Borrower then in effect according to the pricing grid on Schedule 1.1(A)
below the heading "Applicable Commitment Fee Rate."

Applicable Letter of Credit Fee
	Rate shall mean the percentage rate per annum based on the senior
unsecured long-term debt ratings of the Borrower then in effect according to the
pricing grid on Schedule 1.1(A) below the heading "Applicable Letter of
	Credit Fee Rate."
 Applicable Margin shall mean, as applicable:

(A)       the
	percentage spread to be added to the Base Rate applicable to Revolving
	Credit Loans under the Base Rate Option based on the senior unsecured
	long-term debt ratings of the Borrower then in effect according to the
	pricing grid on Schedule 1.1(A) below the
heading "Applicable Margin for
	Base Rate Loans", or
(B)       the percentage spread to be added to the
	LIBOR Rate applicable to Revolving Credit Loans under the LIBOR Rate Option
	based on the senior unsecured long-term debt ratings of the Borrower then in
	effect according to the pricing grid on Schedule 1.1(A)
below the heading "Applicable Margin for LIBOR Rate Loans".

Approved Fund shall mean any fund
	that is engaged in making, purchasing, holding or investing in bank loans
	and similar extensions of credit in the ordinary course of business and that
	is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or
	(c) an entity or an Affiliate of an entity that administers or manages a
	Lender.

Assignment and Assumption Agreement shall mean an assignment and
	assumption agreement entered into by a Lender and an assignee permitted
	under Section 11.8 [Successors and Assigns], in substantially the form of
Exhibit 1.1(A).

Authorized Officer shall mean, with respect to the Borrower,
	the Chief Executive Officer, President, any Vice President, Chief Financial
	Officer, Controller or Treasurer or such other individuals, designated by
	written notice to the Administrative Agent from the Borrower, authorized to
	execute notices, reports and other documents on behalf of the Borrower
	required hereunder.  The Borrower may amend such list of individuals from
	time to time by giving written notice of such amendment to the
	Administrative Agent.

Base Rate shall mean, for any day, a fluctuating per
	annum rate of interest equal to the highest of (a) the Federal Funds Open
	Rate, plus 0.5%, and (b) the Prime Rate, and (c) the Daily LIBOR Rate,
plus
	100 basis points (1.0%).  Any change in the Base Rate (or any component
	thereof) shall take effect at the opening of business on the day such change
	occurs.

Base Rate Option shall mean the option of the Borrower to have Loans
	bear interest at the rate and under the terms set forth in Section 4.1(a)(i)
	[Base Rate Option].

Bonds shall mean the $40,000,000 City of Petersburg,
	Indiana, Pollution Control Refunding Revenue Bonds, Adjustable Rate Tender
	Securities (ARTS), Series 1995B.

Borrower has the meaning assigned in the
	first paragraph of this Agreement.

Borrower Loan Request shall have the
	meaning set forth in Section 2.6(a) [Revolving Credit Loan Requests].

Borrowing Date shall mean, with respect to any Loan, the date for the making
	thereof or the renewal or conversion thereof at or to the same or a
	different Interest Rate Option, which shall be a Business Day.

Borrowing
	Tranche shall mean specified portions of Loans outstanding as follows:  (i) any
	Loans under the same Facility to which a LIBOR Rate Option applies which
	become subject to the same Interest Rate Option under the same Loan Request
	by the Borrower and which have the same Interest Period shall constitute one
	Borrowing Tranche, and (ii) all Loans to which a Base Rate Option applies
	shall constitute one Borrowing Tranche.

Business Day shall mean any day
	other than a Saturday or Sunday or a legal holiday on which commercial banks
	are authorized or required to be closed for business in Pittsburgh,
	Pennsylvania and if the applicable Business Day relates to any Loan to which
	the LIBOR Rate Option applies, such day must also be a day on which dealings
	are carried on in the London interbank market.

Capital Lease shall mean, as
	to any Person, a lease of any interest in any kind of property or asset,
	whether real, personal or mixed, or tangible or intangible, by such Person
	as lessee that is, or should be, in accordance with Accounting Standards
	Committee - Leases. Topic 840 (formerly, the Financial Accounting Standards
	Board Statement No. 13), as amended from time to time, or, if such statement
	is not then in effect, such statement of GAAP as may be applicable, recorded
	as a "capital lease" on the balance sheet of the Borrower prepared in
	accordance with GAAP.

Cash Equivalent and Short-Term Investments shall
	mean:  (a) obligations of, or unconditionally guaranteed by, the United
	States of America; (b) obligations issued or guaranteed by any person
	controlled or supervised by and acting as an instrumentality of the United
	States of America pursuant to authority granted by the Congress of the
	United States of America; (c) negotiable or non-negotiable certificates of
	deposit and time deposits issued by any bank, trust company or national
	banking association, including the Administrative Agent, having total assets
	in excess of one (1) billion Dollars and which has combined capital, surplus
	and undivided profits of at least $25,000,000; (d) commercial paper of the
	quality rated on the date of purchase at "A-1" by S&P or "P-1" by Moody's
	purchased directly or through recognized money market dealers; (e) municipal
	obligations the interest on which is excluded from the gross income of the
	owners thereof for federal tax purposes under Section 103 of the Code, if
	rated on the date of purchase in one of the two highest rating categories of
	either Moody's or S&P; (f) any repurchase agreement secured by any one or
	more of the foregoing; (g) any repurchase agreement or guaranteed investment
	contract from a bank or insurance company rated on the date of purchase in
	one of the two highest rating categories of either Moody's or S&P and
	secured by any one or more of the foregoing with collateral equal or greater
	than 102% of the principal amount originally invested valued on a weekly
	basis; (h) units or shares of a Qualified Regulated Investment Company which
	invests solely in obligations described in clause (e) above; for purposes of
	this clause (h) a Qualified Regulated Investment Company means a qualified
	regulated investment company as defined by the Internal Revenue Service
	including any regulated investment company (as defined in Section 851(a) of
	the Code) which, (i) for the taxable year, meets the requirements of Section
	852(a) of the Code, (ii) has authorized and outstanding only one class of
	units or shares and (iii) to the extent practicable invests all of its
	assets in tax-exempt bonds, or the weighted average value of its assets is
	represented by investments in tax-exempt bonds; and (i) money market funds
	which funds are rated on the date of purchase in one of the two highest
	rating categories of either Moody's or S&P.

Change in Law shall mean the
	occurrence, after the date of this Agreement, of any of the following:
	(a) the adoption or taking effect of any Law, (b) any change in any Law or
	in the administration, interpretation or application thereof by any Official
	Body or (c) the making or issuance of any request, guideline or directive
	(whether or not having the force of Law) by any Official Body;
provided
	however, for purposes of this Agreement, the Dodd-Frank Wall Street Reform
	and Consumer Protection Act and all requests, guidelines and directives in
	connection therewith are deemed to have gone into effect and adopted after
	the date of this Agreement, and provided further, for purposes of Section
	5.8(b) [Capital Requirements], all requests, rules, guidelines or directives
	promulgated by the Bank of International Settlements, the Basel Committee on
	Banking Supervision (or any successor or similar authority) or the United
	States financial regulatory authorities with respect to capital adequacy
	shall be deemed to be a Change in Law regardless of the date adopted,
	issued, promulgated or implemented.

Closing Date shall mean the Business Day
	on which the first Loan shall be made, which shall be December 14, 2010.

Code shall mean the Internal Revenue Code of 1986, as the same may be
	amended or supplemented from time to time, and any successor statute of
	similar import, and the rules and regulations thereunder, as from time to
	time in effect.

Commitment shall mean as to any Lender the aggregate of its
	Revolving Credit Commitment and, in the case of PNC, its Swing Loan
	Commitment, and Commitments shall mean the aggregate of the Revolving Credit
	Commitments and Swing Loan Commitment of all of the Lenders.

Commitment Fee
	shall have the meaning specified in Section 2.5 [Commitment Fees].

Commodity
	Hedge shall mean commodity hedge or similar hedging agreements entered into
	by the Borrower in the ordinary course of business and not for speculative
	purposes.

Compliance Certificate shall have the meaning specified in Section
	8.3(c) [Certificate of the Borrower].

Consolidated Total Capitalization
	shall mean at any time the sum of Total Debt and Total Capital, each
	calculated at such time.

Daily LIBOR Rate shall mean, for any day, the rate
	per annum determined by the Administrative Agent by dividing (x) the
	Published Rate by (y) a number equal to 1.00 minus the LIBOR Reserve
	Percentage on such day.

Defaulting Lender shall mean any Lender that (a) has
	failed to fund any portion of the Loans, participations with respect to
	Letters of Credit, or participations in Swing Loans required to be funded by
	it hereunder within three Business Days of the date required to be funded by
	it hereunder unless such failure has been cured and all interest accruing as
	a result of such failure has been fully paid in accordance with the terms
	hereof, (b) has otherwise failed to pay over to the Administrative Agent or
	any other Lender any other amount required to be paid by it hereunder within
	three Business Days of the date when due, unless the subject of a good faith
	dispute or unless such failure has been cured and all interest accruing as a
	result of such failure has been fully paid in accordance with the terms
	hereof, (c) has failed at any time to comply with the provisions of Section
	5.3 with respect to purchasing participations from the other Lenders,
	whereby such Lender's share of any payment received, whether by setoff or
	otherwise, is in excess of its Ratable Share of such payments due and
	payable to all of the Lenders, or (d) has since the date of this Agreement
	been deemed insolvent by an Official Body or become the subject of a
	bankruptcy, receivership, conservatorship or insolvency proceeding, or has a
	parent company that since the date of this Agreement been deemed insolvent
	by an Official Body or become the subject of a bankruptcy, receivership,
	conservatorship or insolvency proceeding.

Documentation Agent shall have the
	meaning specified in the preamble. 

Dollar, Dollars, U. S. Dollars and the
	symbol $ shall mean lawful money of the United States of America.

Drawing
	Date shall have the meaning specified in Section 2.10(c) [Disbursements,
	Reimbursement].

Environmental Laws shall mean all applicable federal, state,
	local, tribal, territorial and foreign Laws (including common law),
	constitutions, statutes, treaties, regulations, rules, ordinances and codes
	and any consent decrees, settlement agreements, judgments, orders,
	directives, policies or programs issued by or entered into with an Official
	Body pertaining or relating to: (i) pollution or pollution control;
	(ii) protection of human health from exposure to regulated substances;
	(iii) protection of the environment and/or natural resources; (iv) employee
	safety in the workplace; (v) the presence, use, management, generation,
	manufacture, processing, extraction, treatment, recycling, refining,
	reclamation, labeling, packaging, sale, transport, storage, collection,
	distribution, disposal or release or threat of release of regulated
	substances; (vi) the presence of contamination; (vii) the protection of
	endangered or threatened species; and (viii) the protection of
	environmentally sensitive areas.

ERISA shall mean the Employee Retirement
	Income Security Act of 1974, as the same may be amended or supplemented from
	time to time, and any successor statute of similar import, and the rules and
	regulations thereunder, as from time to time in effect.

ERISA Affiliate
	shall mean, at any time, any trade or business (whether or not incorporated)
	under common control with the Borrower and are treated as a single employer
	under Section 414 of the Code.

ERISA Event shall mean (a) a reportable event
	(under Section 4043 of ERISA and regulations thereunder) with respect to a
	Pension Plan; (b) a withdrawal by Borrower or any ERISA Affiliate from a
	Pension Plan subject to Section 4063 of ERISA during a plan year in which it
	was a substantial employer (as defined in Section 4001(a)(2) of ERISA) or a
	cessation of operations that is treated as such a withdrawal under Section
	4062(e) of ERISA; (c) a complete or partial withdrawal by Borrower or any
	ERISA Affiliate from a Multiemployer Plan or notification that a
	Multiemployer Plan is in reorganization; (d) the filing of a notice of
	intent to terminate, the treatment of a Plan amendment as a termination
	under Sections 4041 or 4041A of ERISA, or the commencement of proceedings by
	the PBGC to terminate a Pension Plan or Multiemployer Plan; (e) an event or
	condition which constitutes grounds under Section 4042 of ERISA for the
	termination of, or the appointment of a trustee to administer, any Pension
	Plan or Multiemployer Plan; or (f) the imposition of any material liability
	under Title IV of ERISA, other than for ordinary funding obligations and
	PBGC premiums due but not delinquent under Section 4007 of ERISA, upon
	Borrower or any ERISA Affiliate.

ERISA Group shall mean, at any time, the
	Borrower and all members of a controlled group of corporations and all
	trades or businesses (whether or not incorporated) under common control and
	all other entities which, together with the Borrower, are treated as a
	single employer under Section 414 of the Code.

Event of Default shall mean
	any of the events described in Section 9.1 [Events of Default] and referred
	to therein as an "Event of Default."

Excluded Taxes shall mean, with respect
	to the Administrative Agent, any Lender, the Issuing Lender or any other
	recipient of any payment to be made by or on account of any obligation of
	the Borrower hereunder, (a) taxes imposed on or measured by its overall net
	income (however denominated), and franchise taxes imposed on it (in lieu of
	net income taxes), by the jurisdiction (or any political subdivision
	thereof) under the Laws of which such recipient is organized or in which its
	principal office is located or, in the case of any Lender, in which its
	applicable lending office is located, (b) any branch profits taxes imposed
	by the United States of America or any similar tax imposed by any other
	jurisdiction in which the Borrower is located and (c) in the case of a
	Foreign Lender, any withholding tax that is imposed on amounts payable to
	such Foreign Lender at the time such Foreign Lender becomes a party hereto
	(or designates a new lending office) or is attributable to such Foreign
	Lender's failure or inability (other than as a result of a Change in Law) to
	comply with Section 5.9(e) [Status of Lenders], except to the extent that
	such Foreign Lender (or its assignor, if any) was entitled, at the time of
	designation of a new lending office (or assignment), to receive additional
	amounts from the Borrower with respect to such withholding tax pursuant to
	Section 5.9(a) [Payment Free of Taxes].

Executive Order No. 13224 shall mean
	the Executive Order No. 13224 on Terrorist Financing, effective September
	24, 2001, as the same has been, or shall hereafter be, renewed, extended,
	amended or replaced.

Expiration Date shall mean, with respect to the
	Revolving Credit Commitments, December 14, 2015.

Facility shall mean (a) the
	Commitments of the Lenders and the Issuing Lender to make Facility A Loans,
	to make and participate in Swing Loans and issue and participate in Letters
	of Credit, and the Loans and Letters of Credit extended under such
	Commitments ("Facility A"), and (b) the Commitments of the Lenders to make
Facility B Loans and the Facility B Loans extended under such Commitments ("Facility B").

Facility A shall have the meaning set forth in
the definition of "Facility."

Facility A Commitment shall mean, for each Lender,
	its commitment to make Facility A Loans to, and participate in Swing Loans
	made to and Letters of Credit issued upon the application of, the Borrower,
	as such commitment may be reduced from time to time in accordance with the
	terms of this Agreement.  The amount of the Facility A Commitment of each
	Lender as of the Closing Date is set forth on Schedule 1.1(B) [Commitments
	of Lenders and Addresses for Notices].

Facility A Lender shall mean a Lender
	that holds any Facility A Commitment or any Loans outstanding under Facility
	A.

Facility A Percentage shall mean, with respect to a Lender at any time, a
	portion equal to a fraction the numerator of which is such Lender's Facility
	A Commitment at such time and the denominator of which is the aggregate
	Facility A Commitments of all the Lenders at such time.

Facility B shall
	have the meaning set forth in the definition of Facility.

Facility B
	Commitment shall mean, for each Lender, its commitment to make Facility B
	Loans to the Borrower, as such commitment may be reduced from time to time
	in accordance with the terms of this Agreement.  The amount of the Facility
	B Commitment of each Lender as of the Closing Date is set forth on
Schedule
	1.1(B) [Commitments of Lenders and Addresses for Notices].

Facility B Lender
	shall mean a Lender that holds any Facility B Commitment or any Loans
	outstanding under Facility B.

Facility B Percentage shall mean, with respect
	to a Lender at any time, a portion equal to a fraction the numerator of
	which is such Lender's Facility B Commitment at such time and the
	denominator of which is the aggregate Facility B Commitments of all the
	Lenders at such time.

Federal Funds Effective Rate for any day shall mean
	the rate per annum (based on a year of 360 days and actual days elapsed and
	rounded upward to the nearest 1/100 of 1%) announced by the Federal Reserve
	Bank of New York (or any successor) on such day as being the weighted
	average of the rates on overnight federal funds transactions arranged by
	federal funds brokers on the previous trading day, as computed and announced
	by such Federal Reserve Bank (or any successor) in substantially the same
	manner as such Federal Reserve Bank computes and announces the weighted
	average it refers to as the "Federal Funds Effective Rate" as of the date of
	this Agreement; provided, if such Federal Reserve Bank (or its successor)
	does not announce such rate on any day, the "Federal Funds Effective Rate"
	for such day shall be the Federal Funds Effective Rate for the last day on
	which such rate was announced.

Federal Funds Open Rate for any day shall
	mean the rate per annum (based on a year of 360 days and actual days
	elapsed) which is the daily federal funds open rate as quoted by ICAP North
	America, Inc. (or any successor) as set forth on the Bloomberg Screen BTMM
	for that day opposite the caption "OPEN" (or on such other substitute
Bloomberg Screen that displays such rate), or as set forth on such other
recognized electronic source used for the purpose of displaying such rate as
selected by the Administrative Agent (for purposes of this definition, an "Alternate Source") (or if such rate for such day does not appear on the
	Bloomberg Screen BTMM (or any substitute screen) or on any Alternate Source,
	or if there shall at any time, for any reason, no longer exist a Bloomberg
	Screen BTMM (or any substitute screen) or any Alternate Source, a comparable
	replacement rate reasonably determined by the Administrative Agent at such
	time (which determination shall be conclusive absent manifest error);
	provided however, that if such day is not a Business Day, the Federal Funds
	Open Rate for such day shall be the "open" rate on the immediately preceding
	Business Day.  If and when the Federal Funds Open Rate changes, the rate of
	interest with respect to any advance to which the Federal Funds Open Rate
	applies will change automatically without notice to the Borrower, effective
	on the date of any such change.

FERC shall mean the Federal Energy
	Regulatory Commission and any successor agency thereto.

FERC Order shall
	mean the order issued by the FERC to the Borrower dated July 12, 2010,
	Docket No. ES10-47-000, or an extension, renewal or replacement of such
	order.

Fitch shall have the meaning set forth in the pricing grid on
	Schedule 1.1(A).

Fitch Rating shall have the meaning set forth in the
	pricing grid on Schedule 1.1(A).

Foreign Lender shall mean any Lender that
	is organized under the Laws of a jurisdiction other than that in which the
	Borrower is resident for tax purposes.  For purposes of this definition, the
	United States of America, each State thereof and the District of Columbia
	shall be deemed to constitute a single jurisdiction.

FPA shall mean the
	Federal Power Act, as amended, and all rules and regulations promulgated thereunder.

GAAP shall mean generally accepted accounting principles as are
	in effect from time to time, subject to the provisions of Section 1.3
	[Accounting Principles], and applied on a consistent basis both as to
	classification of items and amounts.

Guaranty of any Person shall mean any
	obligation of such Person guaranteeing or in effect guaranteeing any
	liability or obligation of any other Person in any manner, whether directly
	or indirectly, including any agreement to indemnify or hold harmless any
	other Person, any performance bond or other suretyship arrangement and any
	other form of assurance against loss, except endorsement of negotiable or
	other instruments for deposit or collection in the ordinary course of
	business.

Indebtedness shall mean, as to any Person at any time, any and all
	indebtedness, obligations or liabilities (whether matured or unmatured,
	liquidated or unliquidated, direct or indirect, absolute or contingent, or
	joint or several) of such Person for or in respect of:  (i) borrowed money,
	(ii) amounts raised under or liabilities in respect of any note purchase or
	acceptance credit facility, (iii) reimbursement obligations (contingent or
	otherwise) under any letter of credit agreement, (iv) obligations under any
	currency swap agreement, Interest Rate Hedge or Commodity Hedge (v) any
	other transaction (including forward sale or purchase agreements,
	capitalized leases and conditional sales agreements) having the commercial
	effect of a borrowing of money entered into by such Person to finance its
	operations or capital requirements (but not including trade payables and
	accrued expenses incurred in the ordinary course of business which are not
	represented by a promissory note or other evidence of indebtedness and which
	are not more than thirty (30) days past due), or (vi) any Guaranty of
	Indebtedness for borrowed money.

Indemnified Taxes shall mean Taxes other
	than Excluded Taxes.

Indemnitee shall have the meaning specified in Section
	11.3(b) [Indemnification by the Borrower].

Information shall mean all
	information received from the Borrower or any of its Subsidiaries relating
	to the Borrower or any such Subsidiaries or any of their respective
	businesses, other than any such information that is available to the
	Administrative Agent, any Lender or the Issuing Lender on a non-confidential
	basis prior to disclosure by the Borrower or any of its Subsidiaries,
	provided that, in the case of information received from the Borrower or any
	of its Subsidiaries after the date of this Agreement, such information is
	clearly identified at the time of delivery as confidential.

Insolvency
	Proceeding shall mean, with respect to the Borrower or any Subsidiary of the
	Borrower, (a) a case, action or proceeding with respect to the Borrower or
	any Subsidiary of the Borrower  (i) before any court or any other Official
	Body under any bankruptcy, insolvency, reorganization or other similar Law
	now or hereafter in effect, or (ii) for the appointment of a receiver,
	liquidator, assignee, custodian, trustee, sequestrator, conservator (or
	similar official) of the Borrower or any Subsidiary of the Borrower or
	otherwise relating to the liquidation, dissolution, winding-up or relief of
	the Borrower or any Subsidiary of the Borrower other than as permitted under
	Section 8.2(c), or (b) any general assignment for the benefit of creditors,
	composition, marshaling of assets for creditors, or other, similar
	arrangement in respect of the Borrower's or such Subsidiary's creditors
	generally or any substantial portion of its creditors; undertaken under any
	Law.

Interest Period shall mean the period of time selected by the Borrower
	in connection with (and to apply to) any election permitted hereunder by the
	Borrower to have Facility A Loans or Facility B Loans bear interest under
	the LIBOR Rate Option.  Subject to the last sentence of this definition,
	such period shall be one, two, three or six Months.  Such Interest Period
	shall commence on the effective date of such Interest Rate Option, which
	shall be (i) the Borrowing Date if the Borrower is requesting new Loans, or
	(ii) the date of renewal of or conversion to the LIBOR Rate Option if the
	Borrower is renewing or converting to the LIBOR Rate Option applicable to
	outstanding Loans.  Notwithstanding the foregoing: (A) any Interest Period
	which would otherwise end on a date which is not a Business Day shall be
	extended to the next succeeding Business Day unless such Business Day falls
	in the next calendar month, in which case such Interest Period shall end on
	the next preceding Business Day, and (B) the Borrower shall not select,
	convert to or renew an Interest Period for any portion of the Loans that
	would end after the Expiration Date.

Interest Rate Hedge shall mean an
	interest rate exchange, collar, cap, swap, adjustable strike cap, adjustable
	strike corridor or similar agreements entered into by the Borrower or its
	Subsidiaries in order to provide protection to, or minimize the impact upon,
	the Borrower or its Subsidiaries of increasing floating rates of interest
	applicable to Indebtedness.

Interest Rate Option shall mean any LIBOR Rate
	Option or Base Rate Option.

Investment of a Person shall mean any loan,
	advance (other than commission, travel and similar advances to officers and
	employees made in the ordinary course of business), extension of credit
	(other than accounts receivable arising in the ordinary course of business
	on terms customary in the trade) or contribution of capital by such Person;
	stocks, bonds, mutual funds, partnership interests, notes, debentures or
	other securities owned by such Person; any deposit account and certificate
	of deposit owned by such Person; and structured notes, derivative financial
	instruments and other similar instruments or contracts owned by such Person.

IPALCO shall mean IPALCO Enterprises, Inc., an Indiana corporation.

IPSCA
	shall mean the Indiana Public Service Commission Act, as amended, I.C.
	§8-1-2-1 et seq., and all rules and regulations promulgated thereunder.

IURC
	shall mean the Indiana Utility Regulatory Commission and any successor
	agency thereto.

IURC Order shall mean the order issued by the IURC to the
	Borrower dated October 27, 2010, Cause No. 43914, or an extension, renewal
	or replacement of such order.

IRS shall mean the Internal Revenue Service.

Issuing Lender shall mean PNC, in its individual capacity as issuer of
	Letters of Credit hereunder.

Joint Venture shall mean a corporation,
	partnership, limited liability company or other entity in which any Person
	other than the Borrower and its Subsidiaries holds, directly or indirectly,
	an equity interest.

Law shall mean any law (including common law),
	constitution, statute, treaty, regulation, rule, ordinance, opinion,
	release, ruling, order, injunction, writ, decree, bond, judgment,
	authorization or approval, lien or award by or settlement agreement with any
	Official Body.

Lead Arranger shall have the meaning specified in the
	preamble.

Lenders shall mean the financial institutions named on
Schedule
	1.1(B) and their respective successors and assigns as permitted hereunder,
	each of which is referred to herein as a Lender.

Letter of Credit shall have
	the meaning specified in Section 2.10(a) [Issuance of Letters of Credit].

Letter of Credit Borrowing shall have the meaning specified in Section
	2.10(c) [Disbursements, Reimbursement].

Letter of Credit Fee shall have the
	meaning specified in Section 2.10(b) [Letter of Credit Fees].

Letter of
	Credit Obligation shall mean, as of any date of determination, the aggregate
	amount available to be drawn under all outstanding Letters of Credit on such
	date (if any Letter of Credit shall increase in amount automatically in the
	future, such aggregate amount available to be drawn shall currently give
	effect to any such future increase) plus the aggregate Reimbursement
	Obligations and Letter of Credit Borrowings on such date.

Letter of Credit
	Sublimit shall have the meaning specified in Section 2.10(a) [Issuance of
	Letters of Credit].

Liabilities shall mean, at any time, all liabilities of
	the Borrower and its Subsidiaries that would be shown on a consolidated
	balance sheet of the Borrower prepared in accordance with GAAP at such time.

LIBOR Rate shall mean, with respect to the Loans
comprising any Borrowing Tranche to which the LIBOR Rate Option applies for any
Interest Period, the interest rate per annum determined by the Administrative
Agent by dividing (the resulting quotient rounded upwards, if necessary, to the
nearest 1/100th of 1% per annum) (i) the rate which appears on the Bloomberg
Page BBAM1 (or on such other substitute Bloomberg page that displays rates at
which US dollar deposits are offered by leading banks in the London interbank
deposit market), or the rate which is quoted by another source selected by the
Administrative Agent which has been approved by the British Bankers' Association
as an authorized information vendor for the purpose of displaying rates at which
US dollar deposits are offered by leading banks in the London interbank deposit
market (for purposes of this definition, an "Alternate Source"), at approximately 11:00 a.m., London time, two (2)
	Business Days prior to the commencement of such Interest Period as the
	London interbank offered rate for U.S. Dollars for an amount comparable to
	such Borrowing Tranche and having a borrowing date and a maturity comparable
	to such Interest Period (or if there shall at any time, for any reason, no
	longer exist a Bloomberg Page BBAM1 (or any substitute page) or any
	Alternate Source, a comparable replacement rate reasonably determined by the
	Administrative Agent at such time (which determination shall be conclusive
	absent manifest error)), by (ii) a number equal to 1.00 minus the LIBOR
	Reserve Percentage.  LIBOR may also be expressed by the following formula:
	           

                                    London interbank offered rates quoted by Bloomberg

LIBOR Rate   
	=          or appropriate successor as shown on Bloomberg Page BBAM1
	                                   

                                    1.00 - LIBOR Reserve Percentage

The
	LIBOR Rate shall be adjusted with respect to any Loan to which the LIBOR
	Rate Option applies that is outstanding on the effective date of any change
	in the LIBOR Reserve Percentage as of such effective date.  The
	Administrative Agent shall give prompt notice to the Borrower of the LIBOR
	Rate as determined or adjusted in accordance herewith, which determination
	shall be conclusive absent manifest error.

LIBOR Rate Option shall mean the
	option of the Borrower to have Loans bear interest at the rate and under the
	terms set forth in Section 4.1(a)(ii) [Revolving Credit LIBOR Rate Option].

LIBOR Reserve Percentage shall mean as of any day the maximum percentage in
	effect on such day, as prescribed by the Board of Governors of the Federal
	Reserve System (or any successor) for determining the reserve requirements
	(including supplemental, marginal and emergency reserve requirements) with
	respect to eurocurrency funding (currently referred to as "Eurocurrency
	Liabilities").

Lien shall mean any mortgage, deed of trust, pledge, lien,
	security interest, charge or other encumbrance or security arrangement of
	any nature whatsoever, whether voluntarily or involuntarily given, including
	any conditional sale or title retention arrangement, and any assignment,
	deposit arrangement or lease intended as, or having the effect of, security
	and any filed financing statement or other notice of any of the foregoing
	(whether or not a lien or other encumbrance is created or exists at the time
	of the filing).

Loan Documents shall mean this Agreement, the Administrative
	Agent's Letter, the Notes and any other instruments, certificates or
	documents delivered in connection herewith or therewith.

Loan Request shall
	mean either a Borrower Loan Request of the Borrower or a Trustee Loan
	Request of the Trustee, as the case may be.

Loans shall mean collectively
	and Loan shall mean separately all Revolving Credit Loans and Swing Loans
	and or any Revolving Credit Loan or the Swing Loan.

Material Adverse Change
	shall mean any set of circumstances or events which (a) has any material
	adverse effect whatsoever upon the validity or enforceability of this
	Agreement or any other Loan Document, (b) is material and adverse to the
	business, properties, assets, financial condition, results of operations or
	prospects of the Borrower or the Borrower and its Subsidiaries, taken as a
	whole, (c) impairs materially the ability of the Borrower to duly and
	punctually pay or perform any of the Obligations, or (d) impairs materially
	the ability of the Administrative Agent or any of the Lenders, to the extent
	permitted, to enforce their legal remedies pursuant to this Agreement or any
	other Loan Document.

Month, with respect to an Interest Period under the
	LIBOR Rate Option, shall mean the interval between the days in consecutive
	calendar months numerically corresponding to the first day of such Interest
	Period.  If any LIBOR Rate Interest Period begins on a day of a calendar
	month for which there is no numerically corresponding day in the month in
	which such Interest Period is to end, the final month of such Interest
	Period shall be deemed to end on the last Business Day of such final month.

	
Moody's shall have the meaning set forth in the pricing grid on
	Schedule
	1.1(A).

Moody's Rating shall have the meaning set forth in the pricing grid
	on Schedule 1.1(A).

Multiemployer Plan shall mean any employee benefit plan
	which is a "multiemployer plan" within the meaning of Section 4001(a)(3) of
	ERISA and to which the Borrower or any member of the ERISA Group is then
	making or accruing an obligation to make contributions or, within the
	preceding five Plan years, has made or had an obligation to make such
	contributions.

Non-Consenting Lender shall have the meaning specified in
	Section 11.1 [Modifications, Amendments or Waivers].

Notes shall mean,
	collectively, the promissory notes in the form of Exhibit 1.1(N)(1)
	evidencing the Revolving Credit Loans, and in the form of
Exhibit 1.1(N)(2)
	evidencing the Swing Loans.

Obligations shall mean any obligation or
	liability of the Borrower, howsoever created, arising or evidenced, whether
	direct or indirect, absolute or contingent, now or hereafter existing, or
	due or to become due, under or in connection with this Agreement, the Notes,
	the Letters of Credit, the Administrative Agent's Letter or any other Loan
	Document whether to the Administrative Agent, any of the Lenders or their
	Affiliates or other persons provided for under such Loan Documents.

Official
	Body shall mean the government of the United States of America or any other
	nation, or of any political subdivision thereof, whether state or local, and
	any agency, authority, instrumentality, regulatory body, court, central bank
	or other entity exercising executive, legislative, judicial, taxing,
	regulatory or administrative powers or functions of or pertaining to
	government (including any supra-national bodies such as the European Union
	or the European Central Bank).

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

Participant has the meaning specified in Section 11.8(d) [Participations].

Participation Advance shall have the meaning specified in Section 2.10(c)
	[Disbursements, Reimbursement].

Payment Date shall mean the first day of
	each calendar quarter after the date hereof and on the Expiration Date or
	upon acceleration of the Notes.

Payment In Full shall mean the indefeasible
	payment in full in cash of the Loans and other Obligations hereunder,
	termination of the Commitments and expiration or termination of all Letters
	of Credit.

PBGC shall mean the Pension Benefit Guaranty Corporation
	established pursuant to Subtitle A of Title IV of ERISA or any successor.

Pension Plan shall mean any "employee pension benefit plan" (as such term is
	defined in Section 3(2) of ERISA), other than a Multiemployer Plan, that is
	subject to Title IV of ERISA and is sponsored or maintained by Borrower or
	any ERISA Affiliate or to which Borrower or any ERISA Affiliate contributes
	or has an obligation to contribute, or in the case of a multiple employer or
	other plan described in Section 4064(a) of ERISA, has made contributions at
	any times during the immediately preceding five plan years.

Permitted
	Receivables Financing shall mean any receivables purchase agreement that (i) the
	Borrower shall have determined in good faith is economically fair and
	reasonable to the Borrower, (ii) all sales of accounts are made at fair
	market value (as determined in good faith by the Borrower), (iii) the
	provisions thereof shall be market terms (as determined in good faith by the
	Borrower), and (iv) the aggregate "capital" or other liabilities under the
	transaction shall not exceed $100,000,000.

Person shall mean any individual,
	corporation, partnership, limited liability company, association,
	joint-stock company, trust, unincorporated organization, joint venture,
	government or political subdivision or agency thereof, or any other entity.

Plan shall mean at any time an employee pension benefit plan (including a
	Multiple Employer Plan, but not a Multiemployer Plan) which is covered by
	Title IV of ERISA or is subject to the minimum funding standards under
	Section 412 of the Code and either (i) is maintained by any member of the
	ERISA Group for employees of any member of the ERISA Group or (ii) has at
	any time within the preceding five years been maintained by any entity which
	was at such time a member of the ERISA Group for employees of any entity
	which was at such time a member of the ERISA Group.  For avoidance of doubt,
	the terms Plan, Pension Plan and Multiemployer Plan shall exclude any plan
	that is maintained outside the United States for the benefit of persons who
	are nonresidents aliens as provided under Section 4(b)(4) of ERISA.

PNC
	shall mean PNC Bank, National Association, its successors and assigns.

Potential Default shall mean any event or condition which with notice or
	passage of time, or both, would constitute an Event of Default.

Prime Rate
	shall mean the interest rate per annum announced from time to time by the
	Administrative Agent at its Principal Office as its then prime rate, which
	rate may not be the lowest or most favorable rate then being charged
	commercial borrowers or others by the Administrative Agent.  Any change in
	the Prime Rate shall take effect at the opening of business on the day such
	change is announced.

Principal Office shall mean the main banking office of
	the Administrative Agent in Pittsburgh, Pennsylvania.

Published Rate shall
	mean the rate of interest published each Business Day in The Wall Street
	Journal "Money Rates" listing under the caption
"London Interbank Offered
	Rates" for a one month period (or, if no such rate is published therein for
	any reason, then the Published Rate shall be the rate at which U.S. dollar
	deposits are offered by leading banks in the London interbank deposit market
	for a one month period as published in another publication selected by the
	Administrative Agent).

Ratable Share shall mean the proportion that a
	Lender's Commitment (excluding the Swing Loan Commitment) bears to the
	Commitments (excluding the Swing Loan Commitment) of all of the Lenders.  If
	the Commitments have terminated or expired, the Ratable Shares shall be
	determined based upon the Commitments (excluding the Swing Loan Commitment)
	most recently in effect, giving effect to any assignments.

Reimbursement
	Obligation shall have the meaning specified in Section 2.10(c)
	[Disbursements, Reimbursement].

Related Parties shall mean, with respect to
	any Person, such Person's Affiliates and the partners, directors, officers,
	employees, agents and advisors of such Person and of such Person's
	Affiliates.

Relief Proceeding shall mean any proceeding seeking a decree or
	order for relief in respect of the Borrower or any Subsidiary of the
	Borrower in a voluntary or involuntary case under any applicable bankruptcy,
	insolvency, reorganization or other similar law now or hereafter in effect,
	or for the appointment of a receiver, liquidator, assignee, custodian,
	trustee, sequestrator, conservator (or similar official) of the Borrower or
	any Subsidiary of the Borrower for any substantial part of its property, or
	for the winding-up or liquidation of its affairs other than as permitted
	under Section 8.2(c), or an assignment for the benefit of its creditors.

Required Lenders shall mean Lenders (other than any Defaulting Lender)
	having more than 50% of the aggregate amount of the Revolving Credit
	Commitments of the Lenders (excluding any Defaulting Lender) or, after the
	termination of the Revolving Credit Commitments, the outstanding Revolving
	Credit Loans and Ratable Share of Letter of Credit Obligations of the
	Lenders (excluding any Defaulting Lender).

Required Share shall have the
	meaning assigned to such term in Section 5.11 [Settlement Date Procedures].

Revolving Credit Commitment shall mean, as to any Lender at any time, the
	amount initially set forth opposite its name on Schedule 1.1(B) in the
	column labeled "Aggregate Revolving Credit Commitment" and consisting of the
	sum of the Facility A Commitment and the Facility B Commitment, as such
	Commitment is thereafter assigned or modified and Revolving Credit
	Commitments shall mean the aggregate Revolving Credit Commitments of all of
	the Lenders.

Revolving Credit Loans shall mean collectively and
Revolving
	Credit Loan shall mean separately all Revolving Credit Loans or any
	Revolving Credit Loan made by the Lenders or one of the Lenders to the
	Borrower pursuant to Section 2.1 [Revolving Credit Commitments] or 2.10(c)
	[Disbursements, Reimbursement].

Revolving Facility Usage shall mean at any
	time the sum of the outstanding Revolving Credit Loans, the outstanding
	Swing Loans, and the Letter of Credit Obligations.

S&P shall have the
	meaning set forth in the pricing grid on Schedule 1.1(A).

S&P Rating shall
	have the meaning set forth in the pricing grid on Schedule 1.1(A).

Settlement Date shall mean the Business Day on which the Administrative
	Agent elects to effect settlement pursuant Section 5.11 [Settlement Date
	Procedures].

Solvent shall mean, with respect to any Person on any date of
	determination, taking into account rights of reimbursement, contribution or
	similar rights available to such Person from other Persons, that on such
	date (i) the fair value of the property of such Person is greater than the
	total amount of liabilities, including, without limitation, contingent
	liabilities, of such Person, (ii) the present fair saleable value of the
	assets of such Person is not less than the amount that will be required to
	pay the probable liability of such Person on its debts as they become
	absolute and matured, (iii) such Person is able to realize upon its assets
	and pay its debts and other liabilities, contingent obligations and other
	commitments as they mature in the normal course of business, (iv) such
	Person does not intend to, and does not believe that it will, incur debts or
	liabilities beyond such Person's ability to pay as such debts and
	liabilities mature, and (v) such Person is not engaged in business or a
	transaction, and is not about to engage in business or a transaction, for
	which such Person's property would constitute unreasonably small capital. 
	The amount of contingent liabilities at any time shall be computed as the
	amount that, in light of all the facts and circumstances existing at such
	time, represents the amount that can reasonably be expected to become an
	actual or matured liability.

Statements shall have the meaning specified in
	Section 6.1(f)(i) [Historical Statements].

Subsidiary of any Person at any
	time shall mean any corporation, trust, partnership, any limited liability
	company or other business entity (i) of which more than 50% of the
	outstanding voting securities or other interests normally entitled to vote
	for the election of one or more directors or trustees (regardless of any
	contingency which does or may suspend or dilute the voting rights) is at
	such time owned directly or indirectly by such Person or one or more of such
	Person's Subsidiaries, or (ii)  which is controlled or capable of being
	controlled by such Person or one or more of such Person's Subsidiaries.

Subsidiary Equity Interests shall have the meaning specified in
	Section 6.1(b) [Subsidiaries and Owners; Investment Companies].

Swing Loan
	Commitment shall mean PNC's commitment to make Swing Loans to the Borrower
	pursuant to Section 2.1(b) [Swing Loan Commitment] hereof in an aggregate
	principal amount up to $20,000,000.

Swing Loan Note shall mean the Swing
	Loan Note of the Borrower in the form of Exhibit 1.1(N)(2) evidencing the
	Swing Loans, together with all amendments, extensions, renewals,
	replacements, refinancings or refundings thereof in whole or in part.

Swing
	Loan Request shall mean a request for Swing Loans made in accordance with
	Section 2.6(b) [Swing Loan Requests] hereof.

Swing Loans shall mean
	collectively and Swing Loan shall mean separately all Swing Loans or any
	Swing Loan made by PNC to the Borrower pursuant to Section 2.1(b) [Swing
	Loan Commitment] and 2.6(b) [Swing Loan Requests] hereof.

Taxes shall mean
	all present or future taxes, levies, imposts, duties, deductions,
	withholdings, assessments, fees or other charges imposed by any Official
	Body, including any interest, additions to tax or penalties applicable
	thereto.

Total Capital shall mean, at any time, the amount shown opposite
	the captions "stockholders' equity," and "preferred stock" on the balance
	sheet of the Borrower at such time.

Total Debt shall mean at any time (a)
	all interest-bearing Liabilities of the Borrower and its Subsidiaries, (b)
	all securitized facilities of the Borrower and its Subsidiaries, (c) all
	Capital Lease obligations of the Borrower and its Subsidiaries and (d) all
	letter of credit obligations of the Borrower and its Subsidiaries;
provided,
	however, that the term "Total Debt" shall not include accounts payable and
	accruals of the Borrower that would be shown as such on the balance sheet of
	the Borrower prepared in accordance with GAAP.

Trustee shall mean The Bank
	of New York Mellon Trust Company, N.A. (as successor to JPMorgan Trust
	Company, National Association), in its capacity as Trustee for the Bonds, or
	any successor thereto.

Trustee Loan Request shall have the meaning set forth
	in Section 2.6(a) [Revolving Credit Loan Requests].

USA Patriot Act shall
	mean the Uniting and Strengthening America by Providing Appropriate Tools
	Required to Intercept and Obstruct Terrorism Act of 2001, Public Law 107-56,
	as the same has been, or shall hereafter be, renewed, extended, amended or
	replaced.

1.2             
Construction.   Unless the context of this
	Agreement otherwise clearly requires, the following rules of construction
	shall apply to this Agreement and each of the other Loan Documents: (i)
	references to the plural include the singular, the plural, the part and the
	whole and the words "include," "includes" and "including" shall be deemed to
	be followed by the phrase "without limitation"; (ii) the words "hereof," "herein,"
"hereunder," "hereto" and similar terms in this Agreement or any
	other Loan Document refer to this Agreement or such other Loan Document as a
	whole; (iii) article, section, subsection, clause, schedule and exhibit
	references are to this Agreement or other Loan Document, as the case may be,
	unless otherwise specified; (iv) reference to any Person includes such
	Person's successors and assigns; (v) reference to any agreement, including
	this Agreement and any other Loan Document together with the schedules and
	exhibits hereto or thereto, document or instrument means such agreement,
	document or instrument as amended, modified, replaced, substituted for,
	superseded or restated; (vi) relative to the determination of any period of
	time, "from" means "from and including," "to" means "to but excluding," and
	"through" means "through and including"; (vii) the words "asset" and
	"property" shall be construed to have the same meaning and effect and to
	refer to any and all tangible and intangible assets and properties,
	including cash, securities, accounts and contract rights, (viii) section
	headings herein and in each other Loan Document are included for convenience
	and shall not affect the interpretation of this Agreement or such Loan
	Document, and (ix) unless otherwise specified, all references herein to
	times of day shall be references to Eastern Time (Standard or Daylight
	Savings, as applicable).

1.3              Accounting Principles.   Except as
	otherwise provided in this Agreement, all computations and determinations as
	to accounting or financial matters and all financial statements to be
	delivered pursuant to this Agreement shall be made and prepared in
	accordance with GAAP (including principles of consolidation where
	appropriate), and all accounting or financial terms shall have the meanings
	ascribed to such terms by GAAP; provided,
however, that all accounting terms
	used in Section 8.2 [Negative Covenants] (and all defined terms used in the
	definition of any accounting term used in Section 8.2 [Negative Covenants]
	shall have the meaning given to such terms (and defined terms) under GAAP as
	in effect on the date hereof applied on a basis consistent with those used
	in preparing Statements referred to in Section 6.1(f)(i) [Historical
	Statements].  In the event of any change after the date hereof in GAAP, and
	if such change would affect the computation of any of the financial
	covenants set forth in Section 8.2 [Negative Covenants] (including without
	limitation, reclassification of power purchase agreements or operating
	leases such that they are included within Total Debt and the related
	financial covenants), then the parties hereto agree to endeavor, in good
	faith, to agree upon an amendment to this Agreement that would adjust such
	financial covenants in a manner that would preserve the original intent
	thereof, but would allow compliance therewith to be determined in accordance
	with the Borrower's financial statements at that time,
provided that, until
	so amended such financial covenants shall continue to be computed in
	accordance with GAAP prior to such change therein.
	                                                                             

2.                    
REVOLVING CREDIT AND SWING LOAN FACILITIES

2.1             
Revolving Credit Commitments.

(a)               
Facility A
	Loans.  Subject to the terms and conditions hereof and relying upon the
	representations and warranties herein set forth, each Facility A Lender
	severally agrees to make Facility A Loans to the Borrower at any time or
	from time to time on or after the date hereof to the Expiration Date;
	provided that after giving effect to each such Loan (i) the aggregate amount
	of Facility A Loans from such Lender shall not exceed such Lender's Facility
	A Commitment minus such Lender's Facility A Percentage of the Letter of
	Credit Obligations and outstanding Swing Loans, (ii) the aggregate amount of
	the Revolving Credit Loans from such Lender shall not exceed such Lender's
	Revolving Credit Commitment minus such Lender's Ratable Share of the
	outstanding Swing Loans and Letter of Credit Obligations, and (iii) the
	Revolving Facility Usage shall not exceed the Revolving Credit Commitments. 
	Within such limits of time and amount and subject to the other provisions of
	this Agreement, the Borrower may borrow, repay and reborrow pursuant to this
	Section 2.1.

(b)              
Swing Loan Commitment.   Subject to the terms
and conditions hereof and relying upon the representations and warranties herein
set forth, and in order to facilitate loans and repayments between Settlement
Dates, PNC shall make swing loans (the "Swing Loans") to the
	Borrower at any time or from time to time after the date hereof to, but not
	including, the Expiration Date, in an aggregate principal amount up to but
	not in excess of the Swing Loan Commitment, provided that after giving
	effect to such Loan, (i) the sum of the outstanding Swing Loans, the
	outstanding Facility A Loans and the Letter of Credit Obligation shall not
	exceed the Facility A Commitment of all the Lenders, and (ii) Revolving
	Facility Usage shall not exceed the Revolving Credit Commitments.  Within
	such limits of time and amount and subject to the other provisions of this
	Agreement, the Borrower may borrow, repay and reborrow pursuant to this
	Section 2.1(b).

2.2             
Nature of Lenders' Obligations with Respect
	to Facility A Loans.   Each Facility A Lender shall be obligated to
	participate in each request for Facility A Loans pursuant to Section 2.6
	[Revolving Credit Loan Requests; Swing Loan Requests] in accordance with its
	Facility A Percentage.  The aggregate of each Facility A Lender's Facility A
	Loans outstanding hereunder to the Borrower at any time shall never exceed
	its Facility A Commitment minus its Facility A Percentage of the outstanding
	Swing Loans and Letter of Credit Obligations.  The obligations of each
	Lender hereunder are several.  The failure of any Lender to perform its
	obligations hereunder shall not affect the Obligations of the Borrower to
	any other party nor shall any other party be liable for the failure of such
	Lender to perform its obligations hereunder.  The Lenders shall have no
	obligation to make Facility A Loans hereunder on or after the Expiration
	Date.

2.3             
Facility B Loans.   Subject to the terms and
	conditions hereof and relying upon the representations and warranties herein
	set forth, each Facility B Lender severally agrees to make Facility B Loans
	to the Borrower at any time or from time to time on or after the date hereof
	to the Expiration Date; provided that after giving effect to each such Loan
	(i) the aggregate amount of Facility B Loans from such Lender shall not
	exceed such Lender's Facility B Commitment, (ii) the aggregate amount of the
	Revolving Credit Loans from such Lender shall not exceed such Lender's
	Revolving Credit Commitment minus such Lender's Ratable Share of the Letter
	of Credit Obligations and outstanding Swing Loans, and (iii) the Revolving
	Facility Usage shall not exceed the Revolving Credit Commitments.  Within
	such limits of time and amount and subject to the other provisions of this
	Agreement, the Borrower may borrow, repay and reborrow pursuant to this
	Section 2.3.

2.4             
Nature of Lenders' Obligations with Respect to
	Facility B Loans.   Each Facility B Lender shall be obligated to participate
	in each request for Facility B Loans pursuant to Section 2.6 [Revolving
	Credit Loan Requests; Swing Loan Requests] in accordance with its Facility B
	Percentage.  The aggregate of each Facility B Lender's Facility B Loans
	outstanding hereunder to the Borrower at any time shall never exceed its
	Facility B Commitment.  The obligations of each Lender hereunder are
	several.  The failure of any Lender to perform its obligations hereunder
	shall not affect the Obligations of the Borrower to any other party nor
	shall any other party be liable for the failure of such Lender to perform
	its obligations hereunder.  The Lenders shall have no obligation to make
	Facility B Loans hereunder on or after the Expiration Date.

2.5             
Commitment Fees.   Accruing from the date hereof until the Expiration
Date, the Borrower agrees to pay to the Administrative Agent for the account of
each Lender according to its Ratable Share, a nonrefundable commitment fee (the
"Commitment Fee") equal to the Applicable Commitment Fee Rate (computed
	on the basis of a year of 365 or 366 days, as the case may be, and actual
	days elapsed) multiplied by the average daily difference between the amount
	of (i) the Revolving Credit Commitments (for purposes of this computation,
	PNC's Swing Loans shall be deemed to be borrowed amounts under its Revolving
	Credit Commitment) and (ii) the Revolving Facility Usage;
provided, however,
	that any Commitment Fee accrued with respect to the Revolving Credit
	Commitment of a Defaulting Lender during the period prior to the time such
	Lender became a Defaulting Lender and unpaid at such time shall not be
	payable by the Borrower so long as such Lender shall be a Defaulting Lender
	except to the extent that such Commitment Fee shall otherwise have been due
	and payable by the Borrower prior to such time; and provided
further that no
	Commitment Fee shall accrue with respect to the Revolving Commitment of a
	Defaulting Lender so long as such Lender shall be a Defaulting Lender. 
	Subject to the proviso in the directly preceding sentence, all Commitment
	Fees shall be payable in arrears on each Payment Date.

2.6             
	Revolving Credit Loan Requests; Swing Loan Requests.   

(a)               
	Revolving Credit Loan Requests.  Except as otherwise provided herein, the
	Borrower may from time to time prior to the Expiration Date request the
	Facility A Lenders to make Facility A Loans pursuant to Section 2.1(a)
	[Facility A Loans], or renew or convert the Interest Rate Option applicable
	to existing Facility A Loans or Facility B Loans pursuant to Section 4.2
	[Interest Periods], by delivering to the Administrative Agent, not later
	than 11:00 a.m., (i) three (3) Business Days prior to the proposed Borrowing
	Date with respect to the making of Facility A Loans to which the LIBOR Rate
	Option applies or the conversion to or the renewal of the LIBOR Rate Option
	for any Facility A Loans or Facility B Loans; and (ii) the same Business Day
	of the proposed Borrowing Date with respect to the making of a Facility A
	Loan to which the Base Rate Option applies or the last day of the preceding
	Interest Period with respect to the conversion to the Base Rate Option for
	any Facility A Loan or Facility B Loan, of a duly completed request therefor
	substantially in the form of Exhibit 2.6(A)
or a request by telephone immediately confirmed in writing by letter, facsimile,
email or telex in such form (each, a "Borrower Loan Request"), it being understood that the
	Administrative Agent may rely on the authority of any individual making such
	a telephonic request without the necessity of receipt of such written
	confirmation.  Each Borrower Loan Request shall be irrevocable and shall
	specify the aggregate amount of the proposed Loans comprising each Borrowing
	Tranche, and, if applicable, the Interest Period, which amounts shall be in
	(x) integral multiples of $100,000 and not less than $1,000,000 for each
	Borrowing Tranche under the LIBOR Rate Option, and (y) integral multiples of
	$100,000 and not less than $1,000,000 for each Borrowing Tranche under the
	Base Rate Option.

Except as otherwise provided herein, the Trustee may from
	time to time prior to the Expiration Date request the Facility B Lenders to
	make Facility B Loans to the Borrower pursuant to Section 2.3 [Facility B
	Loans], by delivering to the Administrative Agent, not later than 11:00
	a.m., (i) three (3) Business Days prior to the proposed Borrowing Date with
	respect to the making of Facility B Loans to which the LIBOR Rate Option
	applies or the conversion to or the renewal of the LIBOR Rate Option for any
	Facility B Loans; and (ii) the same Business Day of the proposed Borrowing
	Date with respect to the making of a Facility B Loan to which the Base Rate
	Option applies or the last day of the preceding Interest Period with respect
	to the conversion to the Base Rate Option for any Facility B Loan, of a duly
	completed request therefor substantially in the form of Exhibit 2.6(B)
or a request by telephone immediately confirmed in writing by letter, facsimile
or telex in such form (each, a "Trustee Loan Request"), it being understood
	that the Administrative Agent may rely on the authority of any individual
	making such a telephonic request without the necessity of receipt of such
	written confirmation.  Each Trustee Loan Request shall be irrevocable. 
	Concurrently with any Trustee Loan Request, the Borrower shall provide a
	written notice to the Administrative Agent specifying the Interest Rate
	Option applicable to the Loan requested by such Trustee Loan Request, and in
	the case of any Loan request for the LIBOR Rate Option, the Interest Period
	applicable thereto, Loan shall be in (x) integral multiples of $100,000 and
	not less than $1,000,000 for each Borrowing Tranche under the LIBOR Rate
	Option, and (y) integral multiples of $100,000 and not less than $1,000,000
	for each Borrowing Tranche under the Base Rate Option ; provided that, if
	the Administrative Agent does not receive such concurrent notice prior to
	11:00 a.m., at least three Business Days prior to the date of the requested
	Facility B Loan specifying that such Loan is to bear interest at the LIBOR
	Rate Option and the Interest Period of such Loan, such Loan shall accrue
	interest at the Base Rate Option.  Upon any Trustee Loan Request being
	submitted to the Administrative Agent, the Borrower shall deliver a
	certificate to the Administrative Agent, in form and substance satisfactory
	to the Administrative Agent, to the effect that all conditions precedent set
	forth in Sections 7.2 have been satisfied.

(b)              
Swing Loan
	Requests.  Except as otherwise provided herein, the Borrower may from time
	to time prior to the Expiration Date request PNC to make Swing Loans by
	delivery to PNC not later than 12:00 noon on the proposed Borrowing Date of
	a duly completed request therefor substantially in the form of
Exhibit
	2.6(C) hereto or a request by telephone immediately confirmed in
writing by letter, facsimile or telex (each, a "Swing Loan Request"), it being
	understood that the Administrative Agent may rely on the authority of any
	individual making such a telephonic request without the necessity of receipt
	of such written confirmation.  Each Swing Loan Request shall be irrevocable
	and shall specify the proposed Borrowing Date and the principal amount of
	such Swing Loan, which shall be not less than $100,000.

2.7             
	Making Revolving Credit Loans and Swing Loans; Presumptions by the
	Administrative Agent; Repayment of Revolving Credit Loans; Borrowings to
	Repay Swing Loans.

(a)               
Making Revolving Credit Loans.   The
	Administrative Agent shall, promptly after receipt by it of a Loan Request
	pursuant to Section 2.6 [Revolving Credit Loan Requests; Swing Loan
	Requests], notify the Lenders of its receipt of such Loan Request specifying
	the information provided by the Borrower and the apportionment among the
	Lenders of the requested Facility A Loans and Facility B Loans as determined
	by the Administrative Agent in accordance with Section 2.2 [Nature of
	Lenders' Obligations with Respect to Facility A Loans] and Section 2.4
	[Nature of Lenders' Obligations with Respect to Facility B Loans].  Each
	Lender shall remit the principal amount of each Facility A Loan or Facility
	B Loan, as the case may be, to the Administrative Agent such that the
	Administrative Agent is able to, and the Administrative Agent shall, to the
	extent the Lenders have made funds available to it for such purpose and
	subject to Section 7.2 [Each Loan or Letter of Credit], fund such Revolving
	Credit Loans to the Borrower in U.S. Dollars and immediately available funds
	at the Principal Office prior to 2:00 p.m., on the applicable Borrowing
	Date; provided that if any Lender fails to remit such funds to the
	Administrative Agent in a timely manner, the Administrative Agent may elect
	in its sole discretion to fund with its own funds the Revolving Credit Loans
	of such Lender on such Borrowing Date, and such Lender shall be subject to
	the repayment obligation in Section 2.7(b) [Presumptions by the
	Administrative Agent].

(b)              
Presumptions by the Administrative
	Agent.   Unless the Administrative Agent shall have received notice from a
	Lender prior to the proposed date of any Loan that such Lender will not make
	available to the Administrative Agent such Lender's share of such Loan, the
	Administrative Agent may assume that such Lender has made such share
	available on such date in accordance with Section 2.7(a) [Making Revolving
	Credit Loans] and may, in reliance upon such assumption, make available to
	the Borrower a corresponding amount.  In such event, if a Lender has not in
	fact made its share of the applicable Loan available to the Administrative
	Agent, then the applicable Lender and the Borrower severally agree to pay to
	the Administrative Agent forthwith on demand such corresponding amount with
	interest thereon, for each day from and including the date such amount is
	made available to the Borrower to but excluding the date of payment to the
	Administrative Agent, at (i) in the case of a payment to be made by such
	Lender, the greater of the Federal Funds Effective Rate and a rate
	determined by the Administrative Agent in accordance with banking industry
	rules on interbank compensation and (ii) in the case of a payment to be made
	by the Borrower, the interest rate applicable to Loans under the Base Rate
	Option.  If such Lender pays its share of the applicable Loan to the
	Administrative Agent, then the amount so paid shall constitute such Lender's
	Loan.  Any payment by the Borrower shall be without prejudice to any claim
	the Borrower may have against a Lender that shall have failed to make such
	payment to the Administrative Agent.

(c)               
Making Swing Loans. 
	PNC shall, after receipt by it of a Swing Loan Request pursuant to Section
	2.6(b), [Swing Loan Requests] fund such Swing Loan to the Borrower in U.S.
	Dollars and immediately available funds at the Principal Office prior to
	4:00 p.m. on the Borrowing Date.

(d)              
Repayment of Revolving
	Credit Loans.   The Borrower shall repay the Revolving Credit Loans together
	with all outstanding interest thereon on the Expiration Date.

(e)               
Borrowings to Repay Swing Loans.  PNC may, at its option,
	exercisable at any time for any reason whatsoever, demand repayment of the
	Swing Loans, and each Lender shall make a Revolving Credit Loan in an amount
	equal to such Lender's Facility A Percentage of the aggregate principal
	amount of the outstanding Swing Loans, plus, if PNC so requests, accrued
	interest thereon, provided that no Lender shall be obligated in any event to
	make Revolving Credit Loans in excess of its Revolving Credit Commitment
	minus its Facility A Percentage of Letter of Credit Obligations.  Revolving
	Credit Loans made pursuant to the preceding sentence shall bear interest at
	the Base Rate Option and shall be deemed to have been properly requested in
	accordance with Section 2.6(a) [Revolving Credit Loan Requests] without
	regard to any of the requirements of that provision.  PNC shall provide
	notice to the Lenders (which may be telephonic or written notice by letter,
	facsimile or telex) that such Revolving Credit Loans are to be made under
	this Section 2.7(e) and of the apportionment among the Lenders, and the
	Lenders shall be unconditionally obligated to fund such Revolving Credit
	Loans (whether or not the conditions specified in Section 2.6(a) [Revolving
	Credit Loan Requests] are then satisfied) by the time PNC so requests, which
	shall not be earlier than 3:00 p.m. on the Business Day next after the date
	the Lenders receive such notice from PNC. 

2.8             
Notes.   The
	Obligation of the Borrower to repay the aggregate unpaid principal amount of
	the Revolving Credit Loans and Swing Loans made to it by each Lender,
	together with interest thereon, shall be evidenced by a revolving credit
	Note and a swing Note, dated the Closing Date payable to the order of such
	Lender in a face amount equal to the Revolving Credit Commitment or Swing
	Loan Commitment, as applicable, of such Lender.

2.9             
Use of
	Proceeds.   The Borrower shall: (i) use the proceeds of the Facility A Loans
	and Letters of Credit for working capital and general corporate purposes and
	(ii) use the proceeds of the Facility B Loans solely to provide liquidity
	support for the Bonds.  It is understood that, notwithstanding anything to
	the contrary herein, the Lenders shall be under no obligation to advance
	moneys under this Agreement directly to the Borrower in respect of Facility
	B Loans and that only the Trustee may submit Trustee Loan Requests, and only
	on behalf of the Borrower for the purpose of liquidity support for the
	Bonds.

2.10         
Letter of Credit Subfacility. 

(a)               
	Issuance of Letters of Credit.  
Borrower may at any time prior to the Expiration Date request the issuance of a
standby or trade letter of credit (each a "Letter of Credit")
on its behalf, or the amendment or extension of an existing Letter of Credit, by
delivering to the Issuing Lender (with a copy to the Administrative Agent) a
completed application and agreement for letters of credit, or request for such
amendment or extension, as applicable, in such form as the Issuing Lender may
specify from time to time by no later than 10:00 a.m. at least three (3)
Business Days, or such shorter period as may be agreed to by the Issuing Lender,
in advance of the proposed date of issuance.  Promptly after receipt of any
letter of credit application, the Issuing Lender shall confirm with the
Administrative Agent (by telephone or in writing) that the Administrative Agent
has received a copy of such Letter of Credit application and if not, such
Issuing Lender will provide Administrative Agent with a copy thereof. 
Unless the Issuing Lender has received notice from any Lender, Administrative
Agent or the Borrower, at least one day prior to the requested date of issuance,
amendment or extension of the applicable Letter of Credit, that one or more
applicable conditions in Section 7 [Conditions of Lending and Issuance of
Letters of Credit] is not satisfied, then, subject to the terms and conditions
hereof and in reliance on the agreements of the other Lenders set forth in this
Section 2.10, the Issuing Lender or any of the Issuing Lender's Affiliates will
issue a Letter of Credit or agree to such amendment or extension, provided that
each Letter of Credit shall (A) have a maximum maturity of twelve (12) months
from the date of issuance, and (B) in no event expire later than the Expiration
Date and provided further that in no event shall (i) the Letter of Credit
Obligations exceed, at any one time, $40,000,000 (the "Letter of Credit Sublimit") or (ii) the aggregate amount
	of outstanding Facility A Loans, the Letter of Credit Obligations and the
	outstanding Swing Loans exceed, at any one time, the aggregate Facility A
	Commitments of the Lenders.  Each request by the Borrower for the issuance,
	amendment or extension of a Letter of Credit shall be deemed to be a
	representation by the Borrower that it shall be in compliance with the
	preceding sentence and with Section 7 [Conditions of Lending and Issuance of
	Letters of Credit] after giving effect to the requested issuance, amendment
	or extension of such Letter of Credit.  Promptly after its delivery of any
	Letter of Credit or any amendment to a Letter of Credit to the beneficiary
	thereof, the applicable Issuing Lender will also deliver to Borrower and
	Administrative Agent a true and complete copy of such Letter of Credit or
	amendment.

Notwithstanding any other provision hereof, no Issuing Lender
	shall be required to issue any Letter of Credit, if any Facility A Lender is
	at such time a Defaulting Lender hereunder, unless such Issuing Lender has
	entered into satisfactory arrangements with the Borrower or such Defaulting
	Lender to eliminate the Issuing Lender's risk with respect to such
	Defaulting Lender (it being understood that the Issuing Lender would
	consider the Borrower or the Defaulting Lender providing cash collateral to
	the Administrative Agent, for the benefit of the Issuing Lender, to secure
	the Defaulting Lender's Facility A Percentage of the Letter of Credit, a
	satisfactory arrangement).

(b)              
Letter of Credit Fees.   The Borrower
shall pay (i) to the Administrative Agent for the ratable account of the
Facility A Lenders a fee (the "Letter of Credit Fee") equal to the
	Applicable Letter of Credit Fee Rate, and (ii) to the Issuing Lender for its
	own account a fronting fee equal to one eighth of one percent (0.125%) per
	annum (in each case computed on the basis of a year of 360 days and actual
	days elapsed), which fees shall be computed on the daily average Letter of
	Credit Obligations and shall be payable quarterly in arrears on each Payment
	Date following issuance of each Letter of Credit.  The Borrower shall also
	pay to the Issuing Lender for the Issuing Lender's sole account the Issuing
	Lender's then in effect reasonable customary fees and administrative
	expenses payable with respect to the Letters of Credit as the Issuing Lender
	may generally charge or incur from time to time in connection with the
	issuance, maintenance, amendment (if any), assignment or transfer (if any),
	negotiation, and administration of Letters of Credit.

(c)               
	Disbursements, Reimbursement.   Immediately upon the issuance of each Letter
	of Credit, each Facility A Lender shall be deemed to, and hereby irrevocably
	and unconditionally agrees to, purchase from the Issuing Lender a
	participation in such Letter of Credit and each drawing thereunder in an
	amount equal to such Facility A Lender's Facility A Percentage of the
	maximum amount available to be drawn under such Letter of Credit and the
	amount of such drawing, respectively.

(i)                 
In the event of any request for a drawing under a Letter of Credit by the
beneficiary or transferee thereof, the Issuing Lender will promptly notify the
Borrower and the Administrative Agent thereof.  Provided that it shall have
received such notice, the Borrower shall reimburse (such obligation to reimburse
the Issuing Lender shall sometimes be referred to as a "Reimbursement
	Obligation") the Issuing Lender prior to 12:00 noon on each date
that an amount is paid by the Issuing Lender under any Letter of Credit (each
such date, a "Drawing Date") by paying to the Administrative Agent for the
	account of the Issuing Lender an amount equal to the amount so paid by the
	Issuing Lender.  In the event the Borrower fails to reimburse the Issuing
	Lender (through the Administrative Agent) for the full amount of any drawing
	under any Letter of Credit by 12:00 noon on the Drawing Date, the
	Administrative Agent will promptly notify each Facility A Lender thereof,
	and the Borrower shall be deemed to have requested that Facility A Loans be
	made by the Facility A Lenders under the Base Rate Option to be disbursed on
	the Drawing Date under such Letter of Credit, subject to the amount of the
	unutilized portion of the Facility A Commitment and subject to the
	conditions set forth in Section 7.2 [Each Loan or Letter of Credit] other
	than any notice requirements.  Any notice given by the Administrative Agent
	or Issuing Lender pursuant to this Section (i) may be oral if immediately
	confirmed in writing; provided that the lack of such an immediate
	confirmation shall not affect the conclusiveness or binding effect of such
	notice.

(ii)                Each Facility A Lender shall upon any notice
	pursuant to Section (i) make available to the Administrative Agent for the
	account of the Issuing Lender an amount in immediately available funds equal
	to its Facility A Percentage of the amount of the drawing, whereupon the
	participating Facility A Lenders shall (subject to Section 2.10(c)
	[Disbursement; Reimbursement]) each be deemed to have made a Facility A Loan
	under the Base Rate Option to the Borrower in that amount.  If any Facility
	A Lender so notified fails to make available to the Administrative Agent for
	the account of the Issuing Lender the amount of such Facility A Lender's
	Facility A Percentage of such amount by no later than 2:00 p.m. on the
	Drawing Date, then interest shall accrue on such Facility A Lender's
	obligation to make such payment, from the Drawing Date to the date on which
	such Facility A Lender makes such payment (i) at a rate per annum equal to
	the Federal Funds Effective Rate during the first three (3) days following
	the Drawing Date and (ii) at a rate per annum equal to the rate applicable
	to Loans under the Base Rate Option on and after the fourth day following
	the Drawing Date.  The Administrative Agent and the Issuing Lender will
	promptly give notice (as described in Section (i) above) of the occurrence
	of the Drawing Date, but failure of the Administrative Agent or the Issuing
	Lender to give any such notice on the Drawing Date or in sufficient time to
	enable any Facility A Lender to effect such payment on such date shall not
	relieve such Lender from its obligation under this Section (ii).

(iii)              
With respect to any unreimbursed drawing that is not converted into Facility A
Loans under the Base Rate Option to the Borrower in whole or in part as
contemplated by Section (i), because of the Borrower's failure to satisfy the
conditions set forth in Section 7.2 [Each Loan or Letter of Credit] other than
any notice requirements, or for any other reason, the Borrower shall be deemed
to have incurred from the Issuing Lender a borrowing (each a "Letter of Credit Borrowing")
in the amount of such drawing.  Such Letter of Credit Borrowing shall be
due and payable on demand (together with interest) and shall bear interest at
the rate per annum applicable to the Revolving Credit Loans under the Base Rate
Option.  Each Lender's payment to the Administrative Agent for the account
of the Issuing Lender pursuant to Section 2.10(c) [Disbursements, Reimbursement]
shall be deemed to be a payment in respect of its participation in such Letter
of Credit Borrowing (each a "Participation Advance") from such
	Facility A Lender in satisfaction of its participation obligation under this
	Section 2.10(c).

(d)              
Repayment of Participation Advances.

(i)                 
	Upon (and only upon) receipt by the Administrative Agent for the account of
	the Issuing Lender of immediately available funds from the Borrower (i) in
	reimbursement of any payment made by the Issuing Lender under the Letter of
	Credit with respect to which any Facility A Lender has made a Participation
	Advance to the Administrative Agent, or (ii) in payment of interest on such
	a payment made by the Issuing Lender under such a Letter of Credit, the
	Administrative Agent on behalf of the Issuing Lender will pay to each
	Facility A Lender, in the same funds as those received by the Administrative
	Agent, the amount of such Facility A Lender's Facility A Percentage of such
	funds, except the Administrative Agent shall retain for the account of the
	Issuing Lender the amount of the Facility A Percentage of such funds of any
	Facility A Lender that did not make a Participation Advance in respect of
	such payment by the Issuing Lender.

(ii)                If the
	Administrative Agent is required at any time to return to the Borrower, or
	to a trustee, receiver, liquidator, custodian, or any official in any
	Insolvency Proceeding, any portion of any payment made by the Borrower to
	the Administrative Agent for the account of the Issuing Lender pursuant to
	this Section in reimbursement of a payment made under the Letter of Credit
	or interest or fee thereon, each Facility A Lender shall, on demand of the
	Administrative Agent, forthwith return to the Administrative Agent for the
	account of the Issuing Lender the amount of its Facility A Percentage of any
	amounts so returned by the Administrative Agent plus interest thereon from
	the date such demand is made to the date such amounts are returned by such
	Facility A Lender to the Administrative Agent, at a rate per annum equal to
	the Federal Funds Effective Rate in effect from time to time.

(e)               
Documentation.   The Borrower agrees to be bound by the
	terms of the Issuing Lender's application and agreement for letters of
	credit and the Issuing Lender's written regulations and customary practices
	relating to letters of credit, though such interpretation may be different
	from Borrower's own.  In the event of a conflict between such application or
	agreement and this Agreement, this Agreement shall govern.  It is understood
	and agreed that, except in the case of gross negligence, willful misconduct
	or bad faith, the Issuing Lender shall not be liable for any error,
	negligence and/or mistakes, whether of omission or commission, in following
	the Borrower's instructions or those contained in the Letters of Credit or
	any modifications, amendments or supplements thereto.

(f)                
	Determinations to Honor Drawing Requests.   In determining whether to honor
	any request for drawing under any Letter of Credit by the beneficiary
	thereof, the Issuing Lender shall be responsible only to determine that the
	documents and certificates required to be delivered under such Letter of
	Credit have been delivered and that they comply on their face with the
	requirements of such Letter of Credit.

(g)               
Nature of
	Participation and Reimbursement Obligations.   Each Facility A Lender's
	obligation in accordance with this Agreement to make the Facility A Loans or
	Participation Advances, as contemplated by Section 2.10(c) [Disbursements,
	Reimbursement], as a result of a drawing under a Letter of Credit, and the
	Obligations of the Borrower to reimburse the Issuing Lender upon a draw
	under a Letter of Credit, shall be absolute, unconditional and irrevocable,
	and shall be performed strictly in accordance with the terms of this
	Section 2.10 under all circumstances, including the following circumstances:

(i)                  any set-off, counterclaim, recoupment, defense or other
	right which such Lender may have against the Issuing Lender or any of its
	Affiliates, the Borrower or any other Person for any reason whatsoever, or
	which the Borrower may have against the Issuing Lender or any of its
	Affiliates, any Lender or any other Person for any reason whatsoever;

(ii)                the failure of the Borrower or any other Person to
	comply, in connection with a Letter of Credit Borrowing, with the conditions
	set forth in Sections 2.1 [Revolving Credit Commitments], 2.6 [Revolving
	Credit Loan Requests; Swing Loan Requests], 2.7 [Making Revolving Credit
	Loans and Swing Loans; Etc.] or 7.2 [Each Loan or Letter of Credit] or as
	otherwise set forth in this Agreement for the making of a Revolving Credit
	Loan, it being acknowledged that such conditions are not required for the
	making of a Letter of Credit Borrowing and the obligation of the Lenders to
	make Participation Advances under Section 2.10(c) [Disbursements,
	Reimbursement];

(iii)               any lack of validity or enforceability
	of any Letter of Credit;

(iv)              any claim of breach of warranty
	that might be made by the Borrower or any Lender against any beneficiary of
	a Letter of Credit, or the existence of any claim, set-off, recoupment,
	counterclaim, crossclaim, defense or other right which the Borrower or any
	Lender may have at any time against a beneficiary, successor beneficiary any
	transferee or assignee of any Letter of Credit or the proceeds thereof (or
	any Persons for whom any such transferee may be acting), the Issuing Lender
	or its Affiliates or any Lender or any other Person, whether in connection
	with this Agreement, the transactions contemplated herein or any unrelated
	transaction (including any underlying transaction between the Borrower or
	Subsidiaries of the Borrower and the beneficiary for which any Letter of
	Credit was procured);

(v)                the lack of power or authority of
	any signer of (or any defect in or forgery of any signature or endorsement
	on) or the form of or lack of validity, sufficiency, accuracy,
	enforceability or genuineness of any draft, demand, instrument, certificate
	or other document presented under or in connection with any Letter of
	Credit, or any fraud or alleged fraud in connection with any Letter of
	Credit, or the transport of any property or provision of services relating
	to a Letter of Credit, in each case even if the Issuing Lender or any of its
	Affiliates has been notified thereof;

(vi)              payment by the
	Issuing Lender or any of its Affiliates under any Letter of Credit against
	presentation of a demand, draft or certificate or other document which does
	not comply with the terms of such Letter of Credit;

(vii)             the
	solvency of, or any acts or omissions by, any beneficiary of any Letter of
	Credit, or any other Person having a role in any transaction or obligation
	relating to a Letter of Credit, or the existence, nature, quality, quantity,
	condition, value or other characteristic of any property or services
	relating to a Letter of Credit;

(viii)           any failure by the Issuing
	Lender or any of its Affiliates to issue any Letter of Credit in the form
	requested by the Borrower, unless the Issuing Lender has received written
	notice from the Borrower of such failure within three Business Days after
	the Issuing Lender shall have furnished the Borrower and the Administrative
	Agent a copy of such Letter of Credit and such error is material and no
	drawing has been made thereon prior to receipt of such notice;

(ix)              any adverse change in the business, operations,
	properties, assets, condition (financial or otherwise) or prospects of the
	Borrower or Subsidiaries of the Borrower;

(x)                any breach of
	this Agreement or any other Loan Document by any party thereto;

(xi)              the occurrence or continuance of an Insolvency Proceeding
	with respect to the Borrower;

(xii)             the fact that an Event of
	Default or a Potential Default shall have occurred and be continuing; and
	(xiii)           the fact that the Expiration Date shall have passed or this
	Agreement or the Commitments hereunder shall have been terminated.

(h)               
Indemnity.   The Borrower hereby agrees to protect,
	indemnify, pay and save harmless the Issuing Lender and any of its
	Affiliates that has issued a Letter of Credit from and against any and all
	claims, demands, liabilities, damages, taxes, penalties, interest,
	judgments, losses, costs, charges and expenses (including reasonable fees,
	expenses and disbursements of counsel) which the Issuing Lender or any of
	its Affiliates may incur or be subject to as a consequence, direct or
	indirect, of the issuance of any Letter of Credit, other than as a result of
	(A) the gross negligence or willful misconduct of the Issuing Lender as
	determined by a final non-appealable judgment of a court of competent
	jurisdiction or (B) the wrongful dishonor by the Issuing Lender or any of
	Issuing Lender's Affiliates of a proper demand for payment made under any
	Letter of Credit, except if such dishonor resulted from any act or omission,
	whether rightful or wrongful, of any present or future de jure or de facto
	government or Official Body.

(i)                 
Liability for Acts and
	Omissions.   As between the Borrower and the Issuing Lender, or the Issuing
	Lender's Affiliates, the Borrower assumes all risks of the acts and
	omissions of, or misuse of the Letters of Credit by, the respective
	beneficiaries of such Letters of Credit.  In furtherance and not in
	limitation of the foregoing, the Issuing Lender shall not be responsible for
	any of the following, including any losses or damages to the Borrower or
	other Person or property relating therefrom:  (i) the form, validity,
	sufficiency, accuracy, genuineness or legal effect of any document submitted
	by any party in connection with the application for an issuance of any such
	Letter of Credit, even if it should in fact prove to be in any or all
	respects invalid, insufficient, inaccurate, fraudulent or forged (even if
	the Issuing Lender or its Affiliates shall have been notified thereof);
	(ii) the validity or sufficiency of any instrument transferring or assigning
	or purporting to transfer or assign any such Letter of Credit or the rights
	or benefits thereunder or proceeds thereof, in whole or in part, which may
	prove to be invalid or ineffective for any reason; (iii) the failure of the
	beneficiary of any such Letter of Credit, or any other party to which such
	Letter of Credit may be transferred, to comply fully with any conditions
	required in order to draw upon such Letter of Credit or any other claim of
	the Borrower against any beneficiary of such Letter of Credit, or any such
	transferee, or any dispute between or among the Borrower and any beneficiary
	of any Letter of Credit or any such transferee; (iv) errors, omissions,
	interruptions or delays in transmission or delivery of any messages, by
	mail, cable, telegraph, telex or otherwise, whether or not they be in
	cipher; (v) errors in interpretation of technical terms; (vi) any loss or
	delay in the transmission or otherwise of any document required in order to
	make a drawing under any such Letter of Credit or of the proceeds thereof;
	(vii) the misapplication by the beneficiary of any such Letter of Credit of
	the proceeds of any drawing under such Letter of Credit; or (viii) any
	consequences arising from causes beyond the control of the Issuing Lender or
	its Affiliates, as applicable, including any act or omission of any Official
	Body, and none of the above shall affect or impair, or prevent the vesting
	of, any of the Issuing Lender's or its Affiliates rights or powers
	hereunder.  Nothing in the preceding sentence shall relieve the Issuing
	Lender from liability for the Issuing Lender's gross negligence or willful
	misconduct in connection with actions or omissions described in such clauses
	(i) through (viii) of such sentence.  In no event shall the Issuing Lender
	or its Affiliates be liable to the Borrower for any indirect, consequential,
	incidental, punitive, exemplary or special damages or expenses (including
	without limitation attorneys' fees), or for any damages resulting from any
	change in the value of any property relating to a Letter of Credit. 

Without limiting the generality of the foregoing, the Issuing Lender and each
of its Affiliates (i) may rely on any oral or other communication believed in
good faith by the Issuing Lender or such Affiliate to have been authorized or
given by or on behalf of the applicant for a Letter of Credit, (ii) may honor
any presentation if the documents presented appear on their face substantially
to comply with the terms and conditions of the relevant Letter of Credit; (iii)
may honor a previously dishonored presentation under a Letter of Credit, whether
such dishonor was pursuant to a court order, to settle or compromise any claim
of wrongful dishonor, or otherwise, and shall be entitled to reimbursement to
the same extent as if such presentation had initially been honored, together
with any interest paid by the Issuing Lender or its Affiliate; (iv) may honor
any drawing that is payable upon presentation of a statement advising
negotiation or payment, upon receipt of such statement (even if such statement
indicates that a draft or other document is being delivered separately), and
shall not be liable for any failure of any such draft or other document to
arrive, or to conform in any way with the relevant Letter of Credit; (v) may pay
any paying or negotiating bank claiming that it rightfully honored under the
laws or practices of the place where such bank is located; and (vi) may settle
or adjust any claim or demand made on the Issuing Lender or its Affiliate in any
way related to any order issued at the applicant's request to an air carrier, a
letter of guarantee or of indemnity issued to a carrier or any similar document
(each an "Order") and honor any drawing in connection with
	any Letter of Credit that is the subject of such Order, notwithstanding that
	any drafts or other documents presented in connection with such Letter of
	Credit fail to conform in any way with such Letter of Credit.

In furtherance
	and extension and not in limitation of the specific provisions set forth
	above, any action taken or omitted by the Issuing Lender or its Affiliates
	under or in connection with the Letters of Credit issued by it or any
	documents and certificates delivered thereunder, if taken or omitted
	reasonably and in good faith, shall not put the Issuing Lender or its
	Affiliates under any resulting liability to the Borrower or any Lender.

(j)                
Issuing Lender Reporting Requirements.   Each Issuing
	Lender shall, on the first Business Day of each month, provide to
	Administrative Agent and Borrower a schedule of the Letters of Credit issued
	by it, in form and substance satisfactory to Administrative Agent, showing
	the date of issuance of each Letter of Credit, the account party, the
	original face amount (if any), and the expiration date of any Letter of
	Credit outstanding at any time during the preceding month, and any other
	information relating to such Letter of Credit that the Administrative Agent
	may request. 

2.11         
Reduction of Revolving Credit Commitments.   The
	Borrower shall have the right at any time after the Closing Date upon five
	(5) days' prior written notice to the Administrative Agent to permanently
	reduce (ratably among the Lenders in proportion to their Ratable Shares) the
	Revolving Credit Commitments, in a minimum amount of $5,000,000 and whole
	multiples of $1,000,000, or to terminate completely the Revolving Credit
	Commitments, without penalty or premium except as hereinafter set forth;
	provided that any such reduction or termination shall be accompanied by
	prepayment of the Notes, together with outstanding Commitment Fees, and the
	full amount of interest accrued on the principal sum to be prepaid (and all
	amounts referred to in Section 5.10 [Indemnity] hereof) to the extent
	necessary to cause the aggregate Revolving Facility Usage after giving
	effect to such prepayments to be equal to or less than the Revolving Credit
	Commitments as so reduced or terminated.  Any notice to reduce the Revolving
	Credit Commitments under this Section 2.11: (i) shall designate whether the
	reduction is applicable to Facility A, Facility B or both (and in the case
	of the both Facility A and Facility B, indicating the amount of reduction
	applicable to each such Facility), and (ii) shall be irrevocable.  
	                                                                                                                       

3.                    
[INTENTIONALLY OMITTED]  
	                                                                                                                                            

4.                    
INTEREST RATES

4.1             
Interest Rate
	Options.   The Borrower shall pay interest in respect of the outstanding
	unpaid principal amount of the Loans as selected by it from the Base Rate
	Option or LIBOR Rate Option set forth below applicable to the Loans, it
	being understood that, subject to the provisions of this Agreement, the
	Borrower may select different Interest Rate Options and different Interest
	Periods to apply simultaneously to the Loans comprising different Borrowing
	Tranches and may convert to or renew one or more Interest Rate Options with
	respect to all or any portion of the Loans comprising any Borrowing Tranche;
	provided that there shall not be at any one time outstanding more than ten
	(10) Borrowing Tranches in the aggregate among all of the Loans and
provided
	further that if an Event of Default or Potential Default exists and is
	continuing, the Borrower may not request, convert to, or renew the LIBOR
	Rate Option for any Loans and the Required Lenders may demand that all
	existing Borrowing Tranches bearing interest under the LIBOR Rate Option
	shall be converted immediately to the Base Rate Option, subject to the
	obligation of the Borrower to pay any indemnity under Section 5.10
	[Indemnity] in connection with such conversion.  If at any time the
	designated rate applicable to any Loan made by any Lender exceeds such
	Lender's highest lawful rate, the rate of interest on such Lender's Loan
	shall be limited to such Lender's highest lawful rate.

(a)               
	Interest Rate Options; Swing Loan Interest Rate.   The Borrower shall have
	the right to select from the following Interest Rate Options applicable to
	the Revolving Credit Loans:

(i)                 
Base Rate Option:  A
	fluctuating rate per annum (computed on the basis of a year of 365 or 366
	days, as the case may be, and actual days elapsed) equal to the Base Rate
	plus the Applicable Margin, such interest rate to change automatically from
	time to time effective as of the effective date of each change in the Base
	Rate; or

(ii)               
LIBOR Rate Option:  A rate per annum (computed
	on the basis of a year of 360 days and actual days elapsed) equal to the
	LIBOR Rate plus the Applicable Margin.

Subject to Section 4.3 [Interest
	After Default], only the Base Rate Option applicable to Revolving Credit
	Loans shall apply to the Swing Loans.

(b)              
Rate Quotations.  
	The Borrower may call the Administrative Agent on or before the date on
	which a Loan Request is to be delivered to receive an indication of the
	rates then in effect, but it is acknowledged that such projection shall not
	be binding on the Administrative Agent or the Lenders nor affect the rate of
	interest which thereafter is actually in effect when the election is made.

4.2             
Interest Periods.   At any time when the Borrower shall
	select, convert to or renew a LIBOR Rate Option, the Borrower shall notify
	the Administrative Agent thereof at least three (3) Business Days prior to
	the effective date of such LIBOR Rate Option by delivering a Loan Request. 
	The notice shall specify an Interest Period during which such Interest Rate
	Option shall apply.  Notwithstanding the preceding sentence, the following
	provisions shall apply to any selection of, renewal of, or conversion to a
	LIBOR Rate Option:

(a)               
Amount of Borrowing Tranche.   Each
	Borrowing Tranche of Loans under the LIBOR Rate Option shall be in integral
	multiples of $100,000 and not less than $1,000,000; and

(b)              
	Renewals.   In the case of the renewal of a LIBOR Rate Option at the end of
	an Interest Period, the first day of the new Interest Period shall be the
	last day of the preceding Interest Period, without duplication in payment of
	interest for such day.

4.3              Interest After Default.   To the
	extent permitted by Law, upon the occurrence of an Event of Default and
	until such time such Event of Default shall have been cured or waived, and
	at the discretion of the Administrative Agent or upon written demand by the
	Required Lenders to the Administrative Agent:

(a)               
Letter of
	Credit Fees, Interest Rate.   The Letter of Credit Fees and the rate of
	interest for each Loan otherwise applicable pursuant to Section 2.10(b)
	[Letter of Credit Fees] or Section 4.1 [Interest Rate Options],
	respectively, shall be increased by two percent (2.0%) per annum;

(b)              
Other Obligations.   Each other Obligation hereunder if
	not paid when due shall bear interest at a rate per annum equal to the sum
	of the rate of interest applicable under the Revolving Credit Base Rate
	Option plus an additional two percent (2%) per annum from the time such
	Obligation becomes due and payable and until it is paid in full; and

(c)               
Acknowledgment.   The Borrower acknowledges that the
	increase in rates referred to in this Section 4.3 reflects, among other
	things, the fact that such Loans or other amounts have become a
	substantially greater risk given their default status and that the Lenders
	are entitled to additional compensation for such risk; and all such interest
	shall be payable by Borrower upon demand by Administrative Agent.

4.4             
LIBOR Rate Unascertainable; Illegality; Increased Costs;
	Deposits Not Available.

(a)               
Unascertainable.   If on any date
	on which a LIBOR Rate would otherwise be determined, the Administrative
	Agent shall have determined that:

(i)                  adequate and
	reasonable means do not exist for ascertaining such LIBOR Rate, or

(ii)                a contingency has occurred which materially and
	adversely affects the London interbank eurodollar market relating to the
	LIBOR Rate, the Administrative Agent shall have the rights specified in
	Section 4.4(c) [Administrative Agent's and Lender's Rights].

(b)              
Illegality; Increased Costs; Deposits Not Available.   If
	at any time any Lender shall have determined that:

(i)                  the
	making, maintenance or funding of any Loan to which a LIBOR Rate Option
	applies has been made impracticable or unlawful by compliance by such Lender
	in good faith with any Law or any interpretation or application thereof by
	any Official Body or with any request or directive of any such Official Body
	(whether or not having the force of Law), or

(ii)                such LIBOR
	Rate Option will not adequately and fairly reflect the cost to such Lender
	of the establishment or maintenance of any such Loan, or

(iii)              
	after making all reasonable efforts, deposits of the relevant amount in
	Dollars for the relevant Interest Period for a Loan, or to banks generally,
	to which a LIBOR Rate Option applies, respectively, are not available to
	such Lender with respect to such Loan, or to banks generally, in the
	interbank eurodollar market,

then the Administrative Agent shall have the
	rights specified in Section 4.4(c) [Administrative Agent's and Lender's
	Rights].

(c)               
Administrative Agent's and Lender's Rights.   In
	the case of any event specified in Section 4.4(a) [Unascertainable] above,
	the Administrative Agent shall promptly so notify the Lenders and the
	Borrower thereof, and in the case of an event specified in Section 4.4(b)
	[Illegality; Increased Costs; Deposits Not Available] above, such Lender
	shall promptly so notify the Administrative Agent and endorse a certificate
	to such notice as to the specific circumstances of such notice, and the
	Administrative Agent shall promptly send copies of such notice and
	certificate to the other Lenders and the Borrower.  Upon such date as shall
	be specified in such notice (which shall not be earlier than the date such
	notice is given), the obligation of (A) the Lenders, in the case of such
	notice given by the Administrative Agent, or (B) such Lender, in the case of
	such notice given by such Lender, to allow the Borrower to select, convert
	to or renew a LIBOR Rate Option shall be suspended until the Administrative
	Agent shall have later notified the Borrower, or such Lender shall have
	later notified the Administrative Agent, of the Administrative Agent's or
	such Lender's, as the case may be, determination that the circumstances
	giving rise to such previous determination no longer exist.  If at any time
	the Administrative Agent makes a determination under Section 4.4(a)
	[Unascertainable] and the Borrower has previously notified the
	Administrative Agent of its selection of, conversion to or renewal of a
	LIBOR Rate Option and such Interest Rate Option has not yet gone into
	effect, such notification shall be deemed to provide for selection of,
	conversion to or renewal of the Base Rate Option otherwise available with
	respect to such Loans.  If any Lender notifies the Administrative Agent of a
	determination under Section 4.4(b) [Illegality; Increased Costs; Deposits
	Not Available], the Borrower shall, subject to the Borrower's
	indemnification Obligations under Section 5.10 [Indemnity], as to any Loan
	of the Lender to which a LIBOR Rate Option applies, on the date specified in
	such notice either convert such Loan to the Base Rate Option otherwise
	available with respect to such Loan or prepay such Loan in accordance with
	Section 5.6 [Voluntary Prepayments].  Absent due notice from the Borrower of
	conversion or prepayment, such Loan shall automatically be converted to the
	Base Rate Option otherwise available with respect to such Loan upon such
	specified date.

4.5             
Selection of Interest Rate Options.   If
	the Borrower fails to select a new Interest Period to apply to any Borrowing
	Tranche of Loans under the LIBOR Rate Option at the expiration of an
	existing Interest Period applicable to such Borrowing Tranche in accordance
	with the provisions of Section 4.2 [Interest Periods], the Borrower shall be
	deemed to have converted such Borrowing Tranche to the Base Rate Option, as
	applicable, commencing upon the last day of the existing Interest Period.
	                                                                                                                                                      

5.                    
PAYMENTS

5.1             
Payments.   All payments
	and prepayments to be made in respect of principal, interest, Commitment
	Fees, Letter of Credit Fees, Administrative Agent's Fee or other fees or
	amounts due from the Borrower hereunder shall be payable prior to 12:00 noon
	on the date when due without presentment, demand, protest or notice of any
	kind, all of which are hereby expressly waived by the Borrower, and without
	set-off, counterclaim or other deduction of any nature, and an action therefor shall immediately accrue.  Such payments shall be made to the
	Administrative Agent at the Principal Office for the account of PNC with
	respect to the Swing Loans and for the ratable accounts of the Lenders with
	respect to the Revolving Credit Loans in U.S. Dollars and in immediately
	available funds, and the Administrative Agent shall promptly distribute such
	amounts to the Lenders in immediately available funds; provided that in the
	event payments are received by 12:00 noon. by the Administrative Agent with
	respect to the Loans and such payments are not distributed to the Lenders on
	the same day received by the Administrative Agent, the Administrative Agent
	shall pay the Lenders the Federal Funds Effective Rate with respect to the
	amount of such payments for each day held by the Administrative Agent and
	not distributed to the Lenders.  The Administrative Agent's and each
	Lender's statement of account, ledger or other relevant record shall, in the
	absence of manifest error, be conclusive as the statement of the amount of
	principal of and interest on the Loans and other amounts owing under this
	Agreement and shall be deemed an "account stated."

5.2             
Pro Rata
	Treatment of Lenders.   Each borrowing of Facility A Loans shall be
	allocated to each Facility A Lender according to its Facility A Percentage,
	and each borrowing of Facility B Loans shall be allocated to each Facility B
	Lender according to its Facility B Percentage.  Each selection of,
	conversion to or renewal of any Interest Rate Option and each payment or
	prepayment by the Borrower with respect to principal, interest, Commitment
	Fees, Letter of Credit Fees, or other fees (except for the Administrative
	Agent's Fee and the Issuing Lender's fronting fee) or amounts due from the
	Borrower hereunder to the Lenders with respect to the Commitments and Loans,
	shall (except as otherwise may be provided with respect to a Defaulting
	Lender and except as provided in Section 4.4(c) [Administrative Agent's and
	Lender's Rights] in the case of an event specified in Section 4.4 [LIBOR
	Rate Unascertainable; Etc.], 5.6(b) [Replacement of a Lender] or 5.8
	[Increased Costs]) be payable ratably among the Lenders entitled to such
	payment in accordance with the amount of principal, interest, Commitment
	Fees, Letter of Credit Fees, and other fees or amounts then due or payable
	such Lenders as set forth in this Agreement.  Notwithstanding any of the
	foregoing, each borrowing or payment or prepayment by the Borrower of
	principal, interest, fees or other amounts from the Borrower with respect to
	Swing Loans shall be made by or to PNC according to Section 2.7(e)
	[Borrowings to Repay Swing Loans].

5.3             
Sharing of Payments by
	Lenders.   If any Lender shall, by exercising any right of setoff,
	counterclaim or banker's lien, by receipt of voluntary payment, by
	realization upon security, or by any other non-pro rata source, obtain
	payment in respect of any principal of or interest on any of its Loans or
	other obligations hereunder resulting in such Lender's receiving payment of
	a proportion of the aggregate amount of its Loans and accrued interest
	thereon or other such obligations greater than the pro-rata share of the
	amount such Lender is entitled thereto, then the Lender receiving such
	greater proportion shall (a) notify the Administrative Agent of such fact,
	and (b) purchase (for cash at face value) participations in the Loans and
	such other obligations of the other Lenders, or make such other adjustments
	as shall be equitable, so that the benefit of all such payments shall be
	shared by the Lenders ratably in accordance with the aggregate amount of
	principal of and accrued interest on their respective Loans and other
	amounts owing them, provided that:

(i)                  if any such
	participations are purchased and all or any portion of the payment giving
	rise thereto is recovered, such participations shall be rescinded and the
	purchase price restored to the extent of such recovery, together with
	interest or other amounts, if any, required by Law (including court order)
	to be paid by the Lender or the holder making such purchase; and

(ii)                the provisions of this Section 5.3 shall not be
	construed to apply to (x) any payment made by the Borrower pursuant to and
	in accordance with the express terms of the Loan Documents or (y) any
	payment obtained by a Lender as consideration for the assignment of or sale
	of a participation in any of its Loans or Participation Advances to any
	assignee or participant, other than to the Borrower or any Subsidiary
	thereof (as to which the provisions of this Section 5.3 shall apply).

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

Any Lender that fails at any
	time to comply with the provisions of this Section 5.3 shall be deemed a
	Defaulting Lender until such time as it performs its obligations hereunder
	and is not otherwise a Defaulting Lender for any other reason.  A Defaulting
	Lender shall be deemed to have assigned any and all payments due to it from
	the Borrower, whether on account of or relating to outstanding Loans,
	Letters of Credit, interest, fees or otherwise, to the remaining
	non-defaulting Lenders for application to, and reduction of, their
	respective Ratable Share of all outstanding Loans and other unpaid
	Obligations of any of the Borrower.  The Defaulting Lender hereby authorizes
	the Administrative Agent to distribute such payments to the non-defaulting
	Lenders in proportion to their respective Ratable Share of all outstanding
	Loans and other unpaid Obligations of the Borrower to which such Lenders are
	entitled.  A Defaulting Lender shall be deemed to have satisfied the
	provisions of this Section 5.3 when and if, as a result of application of
	the assigned payments to all outstanding Loans and other unpaid Obligations
	of the Borrower to the non-defaulting Lenders, the Lenders' respective
	Ratable Share of all outstanding Loans and unpaid Obligations have returned
	to those in effect immediately prior to such violation of this Section 5.3.

5.4             
Presumptions by Administrative Agent.   Unless the
	Administrative Agent shall have received notice from the Borrower prior to
	the date on which any payment is due to the Administrative Agent for the
	account of the Lenders or the Issuing Lender hereunder that the Borrower
	will not make such payment, the Administrative Agent may assume that the
	Borrower has made such payment on such date in accordance herewith and may,
	in reliance upon such assumption, distribute to the Lenders or the Issuing
	Lender, as the case may be, the amount due.  In such event, if the Borrower
	has not in fact made such payment, then each of the Lenders or the Issuing
	Lender, as the case may be, severally agrees to repay to the Administrative
	Agent forthwith on demand the amount so distributed to such Lender or the
	Issuing Lender, with interest thereon, for each day from and including the
	date such amount is distributed to it to but excluding the date of payment
	to the Administrative Agent, at the greater of the Federal Funds Effective
	Rate and a rate determined by the Administrative Agent in accordance with
	banking industry rules on interbank compensation.

5.5             
Interest
	Payment Dates.   Interest on Loans to which the Base Rate Option applies
	shall be due and payable in arrears on each Payment Date.  Interest on Loans
	to which the LIBOR Rate Option applies shall be due and payable on the last
	day of each Interest Period for those Loans and, if such Interest Period is
	longer than three (3) Months, also on the 90th day of such Interest Period. 
	Interest on the principal amount of each Loan or other monetary Obligation
	shall be due and payable on demand after such principal amount or other
	monetary Obligation becomes due and payable (whether on the stated
	Expiration Date, upon acceleration or otherwise).

5.6             
Voluntary
	Prepayments.

(a)               
Right to Prepay.   The Borrower shall have
	the right at its option from time to time to prepay the Loans in whole or
	part without premium or penalty (except as provided in Section 5.6(b)
	[Replacement of a Lender] below, in Section 5.8 [Increased Costs] and
	Section 5.10 [Indemnity]).  Whenever the Borrower desires to prepay any part
	of the Loans, it shall provide a prepayment notice to the Administrative
	Agent by 1:00 p.m. at least one (1) Business Day prior to the date of
	prepayment of the Revolving Credit Loans or no later than 12:00 noon on the
	date of prepayment of Swing Loans, setting forth the following information:

(w)       the date, which shall be a Business Day, on which the proposed
	prepayment is to be made;

(x)        a statement indicating the application
	of the prepayment between the Revolving Credit Loans and Swing Loans;

(y)        a statement indicating the application of the prepayment between
	the Facility A Loans and the Facility B Loans, and also indicating
	application of the prepayment between Loans to which the Base Rate Option
	applies and Loans to which the LIBOR Rate Option applies; and

(z)        the
	total principal amount of such prepayment, which shall not be less than the
	lesser of (i) the Revolving Credit Loans, or (ii) $100,000 for any Swing
	Loan or $1,000,000 for any Revolving Credit Loan.

All prepayment notices
	shall be irrevocable.  The principal amount of the Loans for which a
	prepayment notice is given, together with interest on such principal amount
	except with respect to Loans to which the Base Rate Option applies, shall be
	due and payable on the date specified in such prepayment notice as the date
	on which the proposed prepayment is to be made.  Except as provided in
	Section 4.4(c) [Administrative Agent's and Lender's Rights], if the Borrower
	prepays a Loan but fails to specify the applicable Borrowing Tranche which
	the Borrower is prepaying, the prepayment shall be applied (i) first to
	Facility A Loans and then to the Facility B Loans; and (ii) after giving
	effect to the allocations in clause (i) above and in the preceding sentence,
	first to Loans to which the Base Rate Option applies, then to Loans to which
	the LIBOR Rate Option applies.  Any prepayment hereunder shall be subject to
	the Borrower's Obligation to indemnify the Lenders under Section 5.10
	[Indemnity].

(b)              
Replacement of a Lender.   In the event any
	Lender (i) gives notice under Section 4.4 [LIBOR Rate Unascertainable,
	Etc.], (ii) requests compensation under Section 5.8 [Increased Costs], or
	requires the Borrower to pay any additional amount to any Lender or any
	Official Body for the account of any Lender pursuant to Section 5.9 [Taxes],
	(iii) is a Defaulting Lender or has been a Defaulting Lender three or more
	times within a consecutive six month period, (iv) becomes subject to the
	control of an Official Body (other than normal and customary supervision),
	or (v) is a Non-Consenting Lender referred to in Section 11.1
	[Modifications, Amendments or Waivers], then in any such event the Borrower
	may, at its sole expense, upon notice to such Lender and the Administrative
	Agent, require such Lender to assign and delegate, without recourse (in
	accordance with and subject to the restrictions contained in, and consents
	required by, Section 11.8 [Successors and Assigns]), all of its interests,
	rights and obligations under this Agreement and the related Loan Documents
	to an assignee that shall assume such obligations (which assignee may be
	another Lender, if a Lender accepts such assignment), provided that:

(i)                 
	the Borrower shall have paid to the Administrative Agent the assignment fee
	specified in Section 11.8 [Successors and Assigns] or the Administrative
	Agent has agreed to waive such fee;

(ii)                such Lender shall
	have received payment of an amount equal to the outstanding principal of its
	Loans and Participation Advances, accrued interest thereon, accrued fees and
	all other amounts payable to it hereunder and under the other Loan Documents
	(including any amounts under Section 5.10 [Indemnity]) from the assignee (to
	the extent of such outstanding principal and accrued interest and fees) or
	the Borrower (in the case of all other amounts);

(iii)               in the
	case of any such assignment resulting from a claim for compensation under
	Section 5.8(a) [Increased Costs Generally] or payments required to be made
	pursuant to Section 5.9 [Taxes], such assignment will result in a reduction
	in such compensation or payments thereafter; and

(iv)              such
	assignment does not conflict with applicable Law.

(v)                A
	Lender shall not be required to make any such assignment or delegation if,
	prior thereto, as a result of a waiver by such Lender or otherwise, the
	circumstances entitling the Borrower to require such assignment and
	delegation cease to apply, but such assignment shall be required if such
	Lender has been a Defaulting Lender three or more times within a consecutive
	six month period.

5.7              [Intentionally Omitted].

5.8             
	Increased Costs.

(a)               
Increased Costs Generally.   If any
	Change in Law shall:

(i)                  impose, modify or deem applicable
	any reserve, special deposit, compulsory loan, insurance charge or similar
	requirement against assets of, deposits with or for the account of, or
	credit extended or participated in by, any Lender (except any reserve
	requirement reflected in the LIBOR Rate) or the Issuing Lender;

(ii)                subject any Lender or the Issuing Lender to any tax of
	any kind whatsoever with respect to this Agreement, any Letter of Credit,
	any participation in a Letter of Credit or any Loan under the LIBOR Rate
	Option made by it, or change the basis of taxation of payments to such
	Lender or the Issuing Lender in respect thereof (except for Indemnified
	Taxes or Other Taxes covered by Section 5.9 [Taxes] and the imposition of,
	or any change in the rate of, any Excluded Tax payable by such Lender or the
	Issuing Lender); or

(iii)               impose on any Lender, the Issuing
	Lender or the London interbank market any other condition, cost or expense
	affecting this Agreement or any Loan under the LIBOR Rate Option made by
	such Lender or any Letter of Credit or participation therein;

and the result
	of any of the foregoing shall be to increase the cost to such Lender of
	making or maintaining any Loan under the LIBOR Rate Option (or of
	maintaining its obligation to make any such Loan), or to increase the cost
	to such Lender or the Issuing Lender of participating in, issuing or
	maintaining any Letter of Credit (or of maintaining its obligation to
	participate in or to issue any Letter of Credit), or to reduce the amount of
	any sum received or receivable by such Lender or the Issuing Lender
	hereunder (whether of principal, interest or any other amount) then, upon
	request of such Lender or the Issuing Lender, the Borrower will pay to such
	Lender or the Issuing Lender, as the case may be, such additional amount or
	amounts as will compensate such Lender or the Issuing Lender, as the case
	may be, for such additional costs incurred or reduction suffered.

(b)              
Capital Requirements.   If any Lender or the Issuing
	Lender determines that any Change in Law affecting such Lender or the
	Issuing Lender or any lending office of such Lender or such Lender's or the
	Issuing Lender's holding company, if any, regarding capital requirements has
	or would have the effect of reducing the rate of return on such Lender's or
	the Issuing Lender's capital or on the capital of such Lender's or the
	Issuing Lender's holding company, if any, as a consequence of this
	Agreement, the Commitments of such Lender or the Loans made by, or
	participations in Letters of Credit held by, such Lender, or the Letters of
	Credit issued by the Issuing Lender, to a level below that which such Lender
	or the Issuing Lender or such Lender's or the Issuing Lender's holding
	company could have achieved but for such Change in Law (taking into
	consideration such Lender's or the Issuing Lender's policies and the
	policies of such Lender's or the Issuing Lender's holding company with
	respect to capital adequacy), then from time to time the Borrower will pay
	to such Lender or the Issuing Lender, as the case may be, such additional
	amount or amounts as will compensate such Lender or the Issuing Lender or
	such Lender's or the Issuing Lender's holding company for any such reduction
	suffered.

(c)               
Certificates for Reimbursement; Repayment of
	Outstanding Loans; Borrowing of New Loans.   A certificate of a Lender or
	the Issuing Lender setting forth the amount or amounts necessary to
	compensate such Lender or the Issuing Lender or its holding company, as the
	case may be, as specified in Sections 5.8(a) [Increased Costs Generally] or
	5.8(b) [Capital Requirements] and delivered to the Borrower shall be
	conclusive absent manifest error.  The Borrower shall pay such Lender or the
	Issuing Lender, as the case may be, the amount shown as due on any such
	certificate within twenty (20) days after receipt thereof.

(d)              
	Delay in Requests.   Failure or delay on the part of any Lender or the
	Issuing Lender to demand compensation pursuant to this Section shall not
	constitute a waiver of such Lender's or the Issuing Lender's right to demand
	such compensation, provided that the Borrower shall not be required to
	compensate a Lender or the Issuing Lender pursuant to this Section for any
	increased costs incurred or reductions suffered more than six months prior
	to the date that such Lender or the Issuing Lender, as the case may be,
	notifies the Borrower of the Change in Law giving rise to such increased
	costs or reductions and of such Lender's or the Issuing Lender's intention
	to claim compensation therefor (except that, if the Change in Law giving
	rise to such increased costs or reductions is retroactive, then the six (6)
	month period referred to above shall be extended to include the period of
	retroactive effect thereof).

5.9             
Taxes. 

(a)               
	Payments Free of Taxes.   Any and all payments by or on account of any
	obligation of the Borrower hereunder or under any other Loan Document shall
	be made free and clear of and without reduction or withholding for any
	Indemnified Taxes or Other Taxes; provided that if the Borrower shall be
	required by applicable Law to deduct any Indemnified Taxes (including any
	Other Taxes) from such payments, then (i) the sum payable shall be increased
	as necessary so that after making all required deductions (including
	deductions applicable to additional sums payable under this Section) the
	Administrative Agent, Lender or Issuing Lender, as the case may be, receives
	an amount equal to the sum it would have received had no such deductions
	been made, (ii) the Borrower shall make such deductions and (iii) the
	Borrower shall timely pay the full amount deducted to the relevant Official
	Body in accordance with applicable Law.

(b)              
Payment of Other
	Taxes by the Borrower.   Without limiting the provisions of Section 5.9(a)
	[Payments Free of Taxes] above, the Borrower shall timely pay any Other
	Taxes to the relevant Official Body in accordance with applicable Law.

(c)               
Indemnification by the Borrower.   The Borrower shall
	indemnify the Administrative Agent, each Lender and the Issuing Lender,
	within ten (10) days after demand therefor, for the full amount of any
	Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes
	imposed or asserted on or attributable to amounts payable under this
	Section) paid by the Administrative Agent, such Lender or the Issuing
	Lender, as the case may be, and any penalties, interest and reasonable
	expenses arising therefrom or with respect thereto (other than penalties and
	interest due to Lender delay or non-compliance), whether or not such
	Indemnified Taxes or Other Taxes were correctly or legally imposed or
	asserted by the relevant Official Body.  A certificate as to the amount of
	such payment or liability delivered to the Borrower by a Lender or the
	Issuing Lender (with a copy to the Administrative Agent), or by the
	Administrative Agent on its own behalf or on behalf of a Lender or the
	Issuing Lender, shall be conclusive absent manifest error.

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

(e)               
Status of Lenders.   Any Foreign Lender that is entitled
	to an exemption from or reduction of withholding tax under the Law of the
	jurisdiction in which the Borrower is resident for tax purposes, or any
	treaty to which such jurisdiction is a party, with respect to payments
	hereunder or under any other Loan Document shall deliver to the Borrower
	(with a copy to the Administrative Agent), at the time or times prescribed
	by applicable Law or reasonably requested by the Borrower or the
	Administrative Agent, such properly completed and executed documentation
	prescribed by applicable Law as will permit such payments to be made without
	withholding or at a reduced rate of withholding.  Notwithstanding the
	submission of such documentation claiming a reduced rate of or exemption
	from U.S. withholding tax, the Administrative Agent shall be entitled to
	withhold United States federal income taxes at the full 30% withholding rate
	if in its reasonable judgment it is required to do so under the due
	diligence requirements imposed upon a withholding agent under § 1.1441-7(b)
	of the United States Income Tax Regulations.  Further, the Administrative
	Agent is indemnified under § 1.1461-1(e) of the United States Income Tax
	Regulations against any claims and demands of any Lender or assignee or
	participant of a Lender for the amount of any tax it deducts and withholds
	in accordance with regulations under § 1441 of the Internal Revenue Code. 
	In addition, any Lender, if requested by the Borrower or the Administrative
	Agent, shall deliver such other documentation prescribed by applicable Law
	or reasonably requested by the Borrower or the Administrative Agent as will
	enable the Borrower or the Administrative Agent to determine whether or not
	such Lender is subject to backup withholding or information reporting
	requirements.

Without limiting the generality of the foregoing, in the event
	that the Borrower is resident for tax purposes in the United States of
	America, any Foreign Lender shall deliver to the Borrower and the
	Administrative Agent (in such number of copies as shall be requested by the
	recipient) on or prior to the date on which such Foreign Lender becomes a
	Lender under this Agreement (and from time to time thereafter upon the
	request of the Borrower or the Administrative Agent, but only if such
	Foreign Lender is legally entitled to do so), whichever of the following is
	applicable:

(i)                  two (2) duly completed valid originals of
	IRS Form W-8BEN claiming eligibility for benefits of an income tax treaty to
	which the United States of America is a party,

(ii)                two (2)
	duly completed valid originals of IRS Form W-8ECI,

(iii)               in
	the case of a Foreign Lender claiming the benefits of the exemption for
	portfolio interest under section 881(c) of the Code, (x) a certificate to
	the effect that such Foreign Lender is not (A) a "bank" within the meaning
	of section 881(c)(3)(A) of the Code, (B) a "10 percent shareholder" of the
	Borrower within the meaning of section 881(c)(3)(B) of the Code, or (C) a
	"controlled foreign corporation" described in section 881(c)(3)(C) of the
	Code and (y) two duly completed valid originals of IRS Form W-8BEN,

(iv)              any other form prescribed by applicable Law as a basis for
	claiming exemption from or a reduction in United States Federal withholding
	tax duly completed together with such supplementary documentation as may be
	prescribed by applicable Law to permit the Borrower to determine the
	withholding or deduction required to be made, or

(v)                to the
	extent that any Lender is not a Foreign Lender, such Lender shall submit to
	the Administrative Agent two (2) originals of an IRS Form W-9 or any other
	form prescribed by applicable Law demonstrating that such Lender is not a
	Foreign Lender.

5.10         
Indemnity.   In addition to the compensation
	or payments required by Section 5.8 [Increased Costs] or Section 5.9
	[Taxes], the Borrower shall indemnify each Lender against all liabilities,
	losses or expenses (including loss of anticipated profits, any foreign
	exchange losses and any loss or expense arising from the liquidation or
	reemployment of funds obtained by it to maintain such Loan, from fees
	payable to terminate the deposits from which such funds were obtained or
	from the performance of any foreign exchange contract) which such Lender
	sustains or incurs as a consequence of any:

(i)                  payment,
	prepayment, conversion or renewal of any Loan to which a LIBOR Rate Option
	applies on a day other than the last day of the corresponding Interest
	Period (whether or not such payment or prepayment is mandatory, voluntary or
	automatic and whether or not such payment or prepayment is then due),

(ii)                attempt by the Borrower to revoke (expressly, by later
	inconsistent notices or otherwise) in whole or part any Loan Requests under
	Section 2.6 [Revolving Credit Loan Requests; Swing Loan Requests] or
	Section 4.2 [Interest Periods] or notice relating to prepayments under
	Section 5.6 [Voluntary Prepayments], or

(iii)               default by the
	Borrower in the performance or observance of any covenant or condition
	contained in this Agreement or any other Loan Document, including any
	failure of the Borrower to pay when due (by acceleration or otherwise) any
	principal, interest, Commitment Fee or any other amount due hereunder.

If
	any Lender sustains or incurs any such loss or expense, it shall from time
	to time notify the Borrower of the amount determined in good faith by such
	Lender (which determination may include such assumptions, allocations of
	costs and expenses and averaging or attribution methods as such Lender shall
	deem reasonable) to be necessary to indemnify such Lender for such loss or
	expense.  Such notice shall set forth in reasonable detail the basis for
	such determination.  Such amount shall be due and payable by the Borrower to
	such Lender ten (10) Business Days after such notice is given.

5.11         
	Settlement Date Procedures.  In order to
minimize the transfer of funds between the Lenders and the Administrative Agent,
the Borrower may borrow, repay and reborrow Swing Loans and PNC may make Swing
Loans as provided in Section 2.1(b)(b) [Swing Loan Commitments] hereof during
the period between Settlement Dates.  The Administrative Agent shall notify
each Facility A Lender of its Facility A Percentage of the total of the Facility
A Loans and the Swing Loans (each a "Required Share").  On such Settlement Date, each
	Facility A Lender shall pay to the Administrative Agent the amount equal to
	the difference between its Required Share and its Facility A Loans, and the
	Administrative Agent shall pay to each Facility A Lender its Facility A
	Percentage of all payments made by the Borrower to the Administrative Agent
	with respect to the Facility A Loans.  The Administrative Agent shall also
	effect settlement in accordance with the foregoing sentence on the proposed
	Borrowing Dates for Facility A Loans and may at its option effect settlement
	on any other Business Day.  These settlement procedures are established
	solely as a matter of administrative convenience, and nothing contained in
	this Section 5.11 shall relieve the Facility A Lenders of their obligations
	to fund Facility A Loans on dates other than a Settlement Date pursuant to
	Section 2.1(b) [Swing Loan Commitment].  The Administrative Agent may at any
	time at its option for any reason whatsoever require each Facility A Lender
	to pay immediately to the Administrative Agent such Facility A Lender's
	Facility A Percentage of the outstanding Facility A Loans and each Facility
	A Lender may at any time require the Administrative Agent to pay immediately
	to such Facility A Lender its Facility A Percentage of all payments made by
	the Borrower to the Administrative Agent with respect to the Facility A
	Loans.
	                                                                                                   

6.                    
REPRESENTATIONS AND WARRANTIES

6.1             
	Representations and Warranties.   The Borrower represents and warrants to
	the Administrative Agent and each of the Lenders as follows:

(a)               
Organization and Qualification; Power and Authority;
	Compliance With Laws; Title to Properties; Event of Default.   The Borrower
	and each Subsidiary of the Borrower (i) is a corporation, partnership or
	limited liability company duly organized, and validly existing under the
	laws of its jurisdiction of organization, (ii) has the lawful power to own
	or lease its properties and to engage in the business it presently conducts
	or proposes to conduct, (iii) is duly licensed or qualified and in good
	standing in each jurisdiction listed on Schedule 6.1 (a) and in all other
	jurisdictions where the property owned or leased by it or the nature of the
	business transacted by it or both makes such licensing or qualification
	necessary, (iv) is in compliance in all material respects with all
	applicable Laws (other than Environmental Laws which are specifically
	addressed in Section 6.1(n) [Environmental Matters]) in all jurisdictions in
	which any the Borrower or Subsidiary of the Borrower is presently or will be
	doing business except where the failure to do so would not constitute a
	Material Adverse Change, and (v) has good and marketable title to or valid
	leasehold interest in all properties, assets and other rights which it
	purports to own or lease or which are reflected as owned or leased on its
	books and records, free and clear of all Liens and encumbrances except those
	Liens as are permitted under Section 8.2(a).  The Borrower has full power to
	enter into, execute, deliver and carry out this Agreement and the other Loan
	Documents to incur the Indebtedness contemplated by the Loan Documents and
	to perform its Obligations under the Loan Documents, and all such actions
	have been duly authorized by all necessary proceedings on its part.  No
	Event of Default or Potential Default exists or is continuing. 

(b)              
Subsidiaries and Owners; Investment Companies.  
Schedule
	6.1(b) states (i) the name of each of the Borrower's Subsidiaries,
its jurisdiction of organization and the amount, percentage and type of equity
interests in such Subsidiary (the "Subsidiary Equity Interests"),
(ii) the name of each holder of common equity interest in the Borrower, the
amount, percentage and type of such common equity interests (the "Borrower Equity
	Interests"), and (iii) any options, warrants or other rights
outstanding to purchase any such equity interests referred to in clause (i) or
(iii) (collectively the "Equity Interests").  The Borrower and each Subsidiary of
	the Borrower has good and marketable title to all of the Subsidiary Equity
	Interests it purports to own, free and clear in each case of any Lien and
	all such Subsidiary Equity Interests have been validly issued, fully paid
	and nonassessable.  Neither the Borrower nor any of its Subsidiaries is an
	"investment company" registered or required to be registered under the
	Investment Company Act of 1940 or under the "control" of an "investment
	company" as such terms are defined in the Investment Company Act of 1940 and
	shall not become such an "investment company" or under such "control." 

(c)               
Validity and Binding Effect.   This Agreement and each of
	the other Loan Documents (i) has been duly and validly executed and
	delivered by the Borrower, and (ii) constitutes, or will constitute, legal,
	valid and binding obligations of the Borrower, enforceable against the
	Borrower in accordance with its terms except to the extent enforceability
	thereof is limited by bankruptcy, insolvency or other laws affecting the
	enforcement of creditors' rights generally, and by general principles of
	equity.

(d)              
No Conflict; Material Agreements; Consents.  
	Neither the execution and delivery of this Agreement or the other Loan
	Documents by the Borrower nor the consummation of the transactions herein or
	therein contemplated or compliance with the terms and provisions hereof or
	thereof by any of them will conflict with, constitute a default under or
	result in any breach of (i) the terms and conditions of the certificate of
	incorporation, bylaws, certificate of limited partnership, partnership
	agreement, certificate of formation, limited liability company agreement or
	other organizational documents of the Borrower or any Subsidiary of the
	Borrower, or (ii) any Law or any material agreement or instrument or order,
	writ, judgment, injunction or decree to which the Borrower or any of its
	Subsidiaries is a party or by which it or any of its Subsidiaries is bound
	or to which it is subject, or result in the creation or enforcement of any
	Lien, charge or encumbrance whatsoever upon any property (now or hereafter
	acquired) of the Borrower or any Subsidiary of the Borrower.  There is no
	default under such material agreement (referred to above) and neither the
	Borrower nor any Subsidiary of the Borrower is bound by any contractual
	obligation, or subject to any restriction in any organization document, or
	any requirement of Law which could result in a Material Adverse Change.  No
	authorization, consent, approval, license or exemption of, or filing or
	registration with, any court or governmental department, commission, board,
	bureau, agency or instrumentality, domestic or foreign (including without
	limitation any authorization, consent, approval, license or exemption of, or
	filing with, the FERC, the IURC and any other regulatory authority having
	jurisdiction) is necessary for the valid execution and delivery to the
	Administrative Agent and the Lenders, the incurrence by the Borrower of the
	Indebtedness under the Loan Documents and the performance by the Borrower of
	its obligations under the Loan Documents, other than those already obtained
	and copies of which have been provided to the Administrative Agent.

(e)               
Litigation.   Except as set forth on
Schedule 6.1(e),
	there are no actions, suits, proceedings or investigations pending or, to
	the knowledge of the Borrower, threatened against the Borrower or any
	Subsidiaries of the Borrower at law or in equity before any Official Body
	which individually or in the aggregate may reasonably be expected to result
	in any Material Adverse Change.  Neither the Borrower nor any Subsidiaries
	of the Borrower are in violation of any order, writ, injunction or any
	decree of any Official Body which may reasonably be expected to result in
	any Material Adverse Change.

(f)                
Financial Statements.

(i)                 
	Historical Statements.  The Borrower has
delivered to the Administrative Agent copies of its audited consolidated
year-end financial statements for and as of the end of the three fiscal years
ended December 31, 2009.  In addition, the Borrower has delivered to the
Administrative Agent copies of its unaudited consolidated interim financial
statements for the fiscal year to date and as of the end of the fiscal quarter
ended September 30, 2010 (all such annual and interim statements being
collectively referred to as the "Statements").  The Statements were compiled from the books and records
	maintained by the Borrower's management, are correct and complete in all
	material respects and fairly represent the consolidated financial condition
	of the Borrower and its Subsidiaries as of the respective dates thereof and
	the results of operations for the fiscal periods then ended and have been
	prepared in accordance with GAAP consistently applied, subject (in the case
	of the interim statements) to normal year-end audit adjustments.

(ii)               
Accuracy of Financial Statements.  Neither the Borrower
	nor any Subsidiary of the Borrower has any liabilities, contingent or
	otherwise, or forward or long-term commitments that are required to be
	disclosed in accordance with GAAP which are not disclosed in the Statements
	or in the notes thereto, and except as disclosed therein there are no
	unrealized or anticipated losses from any commitments of the Borrower or any
	Subsidiary of the Borrower which would reasonably be expected to cause a
	Material Adverse Change. 

(g)               
Margin Stock.   Neither the
	Borrower nor any Subsidiaries of the Borrower engage or intend to engage
	principally, or as one of its important activities, in the business of
	extending credit for the purpose, immediately, incidentally or ultimately,
	of purchasing or carrying margin stock (within the meaning of Regulation U,
	T or X as promulgated by the Board of Governors of the Federal Reserve
	System).  No part of the proceeds of any Loan has been or will be used,
	immediately, incidentally or ultimately, to purchase or carry any margin
	stock or to extend credit to others for the purpose of purchasing or
	carrying any margin stock or which is inconsistent with the provisions of
	the regulations of the Board of Governors of the Federal Reserve System. 
	Neither the Borrower nor any Subsidiaries of the Borrower holds or intends
	to hold margin stock in such amounts that more than 25% of the reasonable
	value of the assets of the Borrower and the Subsidiaries of the Borrower are
	or will be represented by margin stock.

(h)               
Full Disclosure.
	  Neither this Agreement nor any other Loan Document, nor any certificate,
	statement, agreement or other documents furnished to the Administrative
	Agent or any Lender in connection herewith or therewith, contains any untrue
	statement of a material fact or omits to state a material fact necessary in
	order to make the statements contained herein and therein, in light of the
	circumstances under which they were made, not misleading.  There is no fact
	known to the Borrower which materially adversely affects the business,
	property, assets, financial condition, results of operations or prospects of
	the Borrower or any Subsidiary of the Borrower which has not been set forth
	in this Agreement or in the certificates, statements, agreements or other
	documents furnished in writing to the Administrative Agent and the Lenders
	prior to or at the date hereof in connection with the transactions
	contemplated hereby.

(i)                 
Taxes.   All federal, state, local
	and other tax returns required to have been filed with respect to the
	Borrower and each Subsidiary of the Borrower have been filed, and payment or
	adequate provision has been made for the payment of all taxes, fees,
	assessments and other governmental charges which have or may become due
	pursuant to said returns or to assessments received, except to the extent
	that such taxes, fees, assessments and other charges are being contested in
	good faith by appropriate proceedings diligently conducted and for which
	such reserves or other appropriate provisions, if any, as shall be required
	by GAAP shall have been made. 

(j)                
Patents, Trademarks,
	Copyrights, Licenses, Etc.   The Borrower and each Subsidiary of the
	Borrower owns or possesses all the material patents, trademarks, service
	marks, trade names, copyrights, licenses, registrations, franchises, permits
	and rights necessary to own and operate its properties and to carry on its
	business as presently conducted and planned to be conducted by the Borrower
	or such Subsidiary of the Borrower, without known possible, alleged or
	actual conflict with the rights of others. 

(k)              
Licenses,
	Registrations and Compliance with Laws.   Each of the Borrower and each of
	its Subsidiaries has all permits, governmental licenses, registrations, and
	approvals necessary to carry out its businesses as presently conducted and
	as required by law (including, without limitation, the FPA and the IPSCA) or
	the rules and regulations of any federal, foreign, governmental, state,
	county or local association, corporation, or governmental agency, body,
	instrumentality or commission having jurisdiction over the Borrower or its
	Subsidiaries, including, but not limited to, the FERC, the IURC, the United
	States Environmental Protection Agency, the United States Department of
	Labor, the United States Occupational Safety and Health Administration, the
	United States Equal Employment Opportunity Commission and analogous and
	related state and foreign agencies, except for such permits, licenses,
	registrations and approvals the failure to obtain would not reasonably be
	expected to have a Material Adverse Effect.  There is no violation or
	failure of compliance on the part of the Borrower or any Subsidiary with any
	of the foregoing permits, licenses, registrations, approvals, rules or
	regulations, and there is no action, proceeding or investigation pending or,
	to the knowledge of the Borrower, threatened, nor has the Borrower received
	any notice of such, which might result in the termination or suspension of
	any such permit, license, registration or approval, except for such
	violations, failures, actions, proceedings or investigations which would not
	reasonably be expected to have a Material Adverse Effect.

(l)                 
Insurance.   The properties of the Borrower and each of
	its Subsidiaries are insured pursuant to policies and other bonds which are
	valid and in full force and effect and which provide adequate coverage from
	reputable and financially sound insurers in amounts sufficient to insure the
	assets and risks of the Borrower and each such Subsidiary in accordance with
	prudent business practice in the industry of the Borrower and its
	Subsidiaries.  At the request of the Administrative Agent, the Borrower
	shall deliver to the Administrative Agent (i) on the Closing Date and
	annually thereafter an original certificate of insurance signed by the
	Borrower's independent insurance broker describing and certifying as to the
	existence of the insurance required to be maintained by this Agreement and
	the other Loan Documents, and (ii) from time to time a summary schedule
	indicating all insurance then in force with respect to the Borrower and its
	Subsidiaries.

(m)             
ERISA Compliance.   (i)  Each Plan of the
	Borrower is in compliance in all material respects with the applicable
	provisions of ERISA, the Code and other federal or state Laws.  Each Plan of
	the Borrower that is intended to qualify under Section 401(a) of the Code
	has received a favorable determination letter from the IRS or an application
	for such a letter is currently being processed by the IRS with respect
	thereto and, to the best knowledge of Borrower, nothing has occurred which
	would prevent, or cause the loss of, such qualification.  Borrower has made
	all required contributions to each Plan subject to Section 412 of the Code,
	and no application for a funding waiver or an extension of any amortization
	period pursuant to Section 412 of the Code has been made with respect to any
	Plan of the Borrower. 

(ii)        No ERISA Event with respect to any Plan
	of the Borrower has occurred or is reasonably expected to occur; (a) No
	contribution failure under Section 412 of the Code, Section 302 of ERISA or
	the terms of any Plan has occurred with respect to any Plan of the Borrower,
	sufficient to give rise to a Lien under Section 302(f) of ERISA, or
	otherwise to have a Material Adverse Effect; (b) the Borrower has not
	incurred, nor reasonably expects to incur, any liability under Title IV of
	ERISA with respect to any Pension Plan (other than for ordinary funding
	obligations and premiums due and not delinquent under Section 4007 of
	ERISA); (c) the Borrower has not incurred, nor reasonably expects to incur,
	any liability (and no event has occurred which, with the giving of notice
	under Section 4219 of ERISA, would result in such liability) under
	Sections 4201 or 4243 of ERISA with respect to a Multiemployer Plan; and (d)
	the Borrower has not engaged in a transaction that could be subject to
	Sections 4069 or 4212(c) of ERISA.

(n)               
Environmental Matters.
	  The Borrower, and to the knowledge of the Borrower, each of its
	Subsidiaries, is in material compliance with applicable Environmental Laws
	except as disclosed on Schedule 6.1(n);
provided that such matters so
	disclosed could not in the aggregate reasonably be expected to result in a
	Material Adverse Change.

(o)              
Solvency.   Before and after
	giving effect to the initial Loans hereunder, the Borrower is Solvent.

(p)              
Pari Passu Indebtedness.    The Indebtedness of the
	Borrower under the Financing Documents ranks at least pari passu with all
	other unsecured Indebtedness of the Borrower.
	                                                

7.                    
	CONDITIONS OF LENDING AND ISSUANCE OF LETTERS OF CREDIT

The obligation of
	each Lender to make Loans and of the Issuing Lender to issue Letters of
	Credit hereunder is subject to the performance by the Borrower of its
	Obligations to be performed hereunder at or prior to the making of any such
	Loans or issuance of such Letters of Credit and to the satisfaction of the
	following further conditions:

7.1             
First Loans and Letters of
	Credit.

(a)               
Deliveries.   On the Closing Date, the
	Administrative Agent shall have received each of the following in form and
	substance satisfactory to the Administrative Agent:

(i)                  A
	certificate of the Borrower signed by an Authorized Officer, dated the
	Closing Date stating that (w) all representations and warranties of the
	Borrower set forth in this Agreement are true and correct in all material
	respects, (x) the Borrower is in compliance with each of the covenants and
	conditions hereunder, (y) no Event of Default or Potential Default exists,
	and (z) no Material Adverse Change has occurred since the date of the last
	audited financial statements of the Borrower delivered to the Administrative
	Agent;

(ii)                A certificate dated the Closing Date and signed
	by the Secretary or an Assistant Secretary of the Borrower, certifying as
	appropriate as to: (a) all action taken by the Borrower in connection with
	this Agreement and the other Loan Documents; (b) the names of the Authorized
	Officers authorized to sign the Loan Documents and their true signatures;
	and (c) copies of its organizational documents as in effect on the Closing
	Date certified by the appropriate state official where such documents are
	filed in a state office together with certificates from the appropriate
	state officials as to the continued existence and good standing of the
	Borrower in each state where organized or qualified to do business;

(iii)               This Agreement and each of the other Loan Documents
	signed by an Authorized Officer;

(iv)              Certified copies of the
	FERC Order and the IURC Order.

(v)                A written opinion of
	counsel for the Borrower, dated the Closing Date and as to the matters set
	forth in Schedule 7.1(a);

(vi)              Evidence that adequate insurance
	required to be maintained under this Agreement is in full force and effect;

(vii)             A duly completed Compliance Certificate as of the last day
	of the fiscal quarter of Borrower most recently ended prior to the Closing
	Date, signed by an Authorized Officer;

(viii)           All material
	consents required to effectuate the transactions contemplated hereby;

(ix)             
Evidence that the Credit Agreement dated as of May 16, 2006, as amended (the "Existing Credit Agreement"), among the Borrower, Bank
	of America, N.A. (as successor to La Salle Bank National Association) as
	administrative agent, and the banks party thereto, has been terminated, and
	all outstanding obligations thereunder shall be paid with the proceeds of
	the first Loans;

(x)                A Lien search in acceptable scope and
	with acceptable results; and

(xi)              Such other documents in
	connection with such transactions as the Administrative Agent or said
	counsel may reasonably request.

(b)               Payment of Fees.   The
	Borrower shall have paid all fees payable on or before the Closing Date as
	required by this Agreement, the Administrative Agent's Letter or any other
	Loan Document.

7.2             
Each Loan or Letter of Credit.   At the time
	of making any Loans or issuing, extending or increasing any Letters of
	Credit and after giving effect to the proposed extensions of credit: (i) the
	representations, warranties of the Borrower shall then be true and correct
	in all material respects, (ii) no Event of Default or Potential Default
	shall have occurred and be continuing, (iii) the making of the Loans or
	issuance, extension or increase of such Letter of Credit shall not
	contravene any Law applicable to the Borrower or any Subsidiary of the
	Borrower or any of the Lenders, and (iv) the Borrower (or in the case of a
	Facility B Loan, the Trustee) shall have delivered to the Administrative
	Agent a duly executed and completed Loan Request or to the Issuing Lender an
	application for a Letter of Credit, as the case may be.
	                                                                                                                                                   

8.                    
COVENANTS

8.1             
Affirmative Covenants.  
	From the date hereof and thereafter for so long as any Obligations are
	outstanding or the Borrower is indebted to the Lenders under any of the Loan
	Documents and until Payment in Full, the Borrower shall ensure that it
	shall, and shall cause each of its Subsidiaries to comply with the following
	affirmative covenants:

(a)               
Preservation of Existence, Etc.  
	The Borrower shall, and shall cause each of its Subsidiaries to, maintain
	its legal existence as a corporation, limited partnership or limited
	liability company and its license or qualification and good standing in each
	jurisdiction in which its ownership or lease of property or the nature of
	its business makes such license or qualification necessary, except as
	otherwise expressly permitted in Section 8.2(c).

(b)              
Payment
	of Liabilities, Including Taxes, Etc.   The Borrower shall, and shall cause
	each of its Subsidiaries to, duly pay and discharge all liabilities to which
	it is subject or which are asserted against it, promptly as and when the
	same shall become due and payable, including all taxes, assessments and
	governmental charges upon it or any of its properties, assets, income or
	profits, prior to the date on which penalties attach thereto, except to the
	extent that such liabilities, including taxes, assessments or charges, are
	being contested in good faith and by appropriate and lawful proceedings
	diligently conducted and for which such reserve or other appropriate
	provisions, if any, as shall be required by GAAP shall have been made.

(c)               
Maintenance of Insurance.   The Borrower shall, and shall
	cause each of its Subsidiaries to, insure its properties and assets against
	loss or damage by fire and such other insurable hazards as such assets are
	commonly insured (including fire, extended coverage, property damage,
	workers' compensation, public liability and business interruption insurance)
	and against other risks (including errors and omissions) in such amounts as
	similar properties and assets are insured by prudent companies in similar
	circumstances carrying on similar businesses, and with reputable and
	financially sound insurers, including self-insurance to the extent
	customary.

(d)              
Maintenance of Properties and Leases.   The
	Borrower shall, and shall cause each of its Subsidiaries to, maintain in
	good repair, working order and condition (ordinary wear and tear excepted)
	in accordance with the general practice of other businesses of similar
	character and size, all of those properties used and useful to its business,
	and from time to time, the Borrower will make or cause to be made all
	appropriate repairs, renewals or replacements thereof.

(e)               
	Visitation Rights.   The Borrower shall, and shall cause each of its
	Subsidiaries to, permit any of the officers or authorized employees or
	representatives of the Administrative Agent or any of the Lenders to visit
	and inspect any of its properties and to examine and make excerpts from its
	books and records and discuss its business affairs, finances and accounts
	with its officers, all in such detail and at such times (during regular
	business hours) and as often as any of the Lenders may reasonably request,
	provided that each Lender shall provide the Borrower with reasonable notice
	prior to any visit or inspection.  In the event any Lender desires to
	conduct a visit or inspection of the Borrower or any of its Subsidiaries,
	such Lender shall coordinate such visit or inspection with the
	Administrative Agent, such inspection shall be at the expense of such
	Lender, and any such visit by the Lender shall not exceed one visit annually
	absent an Event of Default.  In the event the Administrative Agent desires
	to conduct an visit or inspection of the Borrower or any of its
	Subsidiaries, such visit or inspection will be at the expense of the
	Administrative Agent, and the Administrative Agent shall be limited to one
	visit or inspection annually, unless an Event of Default has occurred which
	has not been waived.

(f)                
Keeping of Records and Books of
	Account.   The Borrower shall, and shall cause each Subsidiary of the
	Borrower to, maintain and keep proper books of record and account which
	enable the Borrower and its Subsidiaries to issue financial statements in
	accordance with GAAP and as otherwise required by applicable Laws of any
	Official Body having jurisdiction over the Borrower or any Subsidiary of the
	Borrower, and in which full, true and correct entries shall be made in all
	material respects of all its dealings and business and financial affairs.

(g)               
Compliance with Laws.   The Borrower
shall, and shall cause each Subsidiary of the Borrower, to (i) comply with the
requirements of all present and future applicable laws (including, without
limitation, the FPA and the IPSCA), rules, regulations and orders of any
governmental authority having jurisdiction over it and/or its business, except
where the failure to comply would not have a Material Adverse Effect, (ii)
without limiting clause (i) above, ensure that no person who owns a controlling
interest in or otherwise controls the Borrower is or shall be (x) listed on the
Specially Designated Nationals and Blocked Person List maintained by the Office
of Foreign Assets Control ("OFAC"), Department of the Treasury,
	and/or any other similar lists maintained by OFAC pursuant to any
	authorizing statute, Executive Order or regulation or (y) a person
	designated under Section 1(b), (c) or (d) of Executive Order No. 13224
	(September 23, 2001), any related enabling legislation or any other similar
	Executive Orders and (iii) without limiting clause (i) above, comply with
	all applicable Bank Secrecy Act and anti-money laundering laws and
	regulations.

(h)               
Use of Proceeds.   The Borrower will use the
	Letters of Credit and the proceeds of the Loans only in accordance with
	Section 2.9 [Use of Proceeds] and as permitted by applicable Law.

(i)                 
	Anti-Terrorism Laws.   Neither the Borrower nor any of its Subsidiaries is
	or shall be (i) a Person with whom any Lender is restricted from doing
	business under Executive Order No. 13224 or any other Anti-Terrorism Law,
	(ii) engaged in any business involved in making or receiving any
	contribution of funds, goods or services to or for the benefit of such a
	Person or in any transaction that evades or avoids, or has the purpose of
	evading or avoiding, the prohibitions set forth in any Anti-Terrorism Law,
	or (iii) otherwise in violation of any Anti-Terrorism Law.  The Borrower
	shall provide to the Lenders any certifications or information that a Lender
	requests to confirm compliance by the Borrower and its Subsidiaries with
	Anti-Terrorism Laws.

(j)                
Substitution of Letters of Credit.
	  The Borrower shall cause each beneficiary of a letter of credit issued
	under the Existing Credit Agreement to accept a substitute Letter of Credit
	issued under Section 2.10 [Letter of Credit Subfacility] such that all
	letters of credit issued under the Existing Credit Agreement shall no longer
	be outstanding 20 days after the Closing Date; provided however, upon
	written request of the Borrower to the Administrative Agent, such 20 day
	period may be extended an additional 20 days at the discretion of the
	Administrative Agent.

8.2             
Negative Covenants.   From the date
	hereof and thereafter for so long as any Obligations are outstanding or the
	Borrower is indebted to the Lenders under any of the Loan Documents and
	until Payment in Full, the Borrower shall not, and shall not permit any of
	its Subsidiaries to:

(a)               
Liens.  Create, incur, assume, or
	suffer to exist any Lien of any nature, upon or with respect to any of its
	properties, now owned or hereafter acquired, or assign as collateral or
	otherwise convey as collateral, any right to receive income, except that the
	foregoing restrictions shall not apply to:

(i)                  Liens for
	taxes, assessments, or governmental charges or levies on property if the
	same shall not at the time be delinquent or thereafter can be paid without
	penalty or interest, or (if foreclosure, distraint, sale or other similar
	proceedings shall not have been commenced) are being contested in good faith
	and by appropriate proceedings diligently conducted and for which proper
	reserve or other provision has been made in accordance with GAAP;

(ii)                Liens imposed by law, such as carriers', warehousemen's
	and mechanics' liens, bankers' set-off rights and other similar liens
	arising in the ordinary course of business for sums not yet due or being
	contested in good faith and by appropriate proceedings diligently conducted
	and for which proper reserve or other provisions has been made in accordance
	with GAAP;

(iii)               Liens arising in the ordinary course of
	business out of pledges or deposits under worker's compensation laws,
	unemployment insurance, old age pensions, or other Social Security or
	retirement benefits, or similar legislation;

(iv)              Liens arising
	from or upon any judgment or award, provided that such judgment or award is
	being contested in good faith by proper appeal proceedings and only so long
	as execution thereon shall be stayed;

(v)                deposits to secure
	the performance of bids, trade contracts (other than for borrowed money),
	leases, statutory obligations, surety bonds, performance bonds and other
	obligations of a like nature incurred in the ordinary course of business;

(vi)              easements, rights of way, restrictions and other similar
	encumbrances incurred in the ordinary course of business which, in the
	aggregate, are not substantial in amount, and which do not in any case
	materially detract from the value of the property subject thereto or
	interfere with the ordinary conduct of business by the Borrower or the
	applicable Subsidiary;

(vii)             Liens against property of the
	Borrower securing Indebtedness of the Borrower which is evidenced by the
	Mortgage and Deed of Trust dated May 1, 1940, from the Borrower to American
	National Bank and Trust Company of Chicago (or any successor trustee), and
	any and all supplements thereto;

(viii)           Liens on any property
	acquired, constructed or improved by the Borrower or any Subsidiary after
	the Closing Date which are created or assumed contemporaneously with, or
	within one hundred twenty days after, such acquisition or completion of such
	construction or improvement, or within six months thereafter pursuant to a
	firm commitment for financing arranged with a lender or investor within such
	one hundred twenty day period, to secure or provide for the payment of all
	or any part of such acquisition, construction or improvement incurred after
	the Closing Date (provided that no such Lien shall extend to or cover any
	property other than the property so acquired or constructed, or the
	improvements on the property so improved), or in addition to Liens
	contemplated by clause (ix) below, Liens on any property existing at the
	time of acquisition thereof (other than any such Lien created in
	contemplation of such acquisition), provided that the Liens shall not apply
	to any property theretofore owned by the Borrower or any Subsidiary other
	than, in the case of any such construction or improvement, any theretofore
	unimproved real property on which the property is constructed or the
	improvement is located;

(ix)              Liens existing on any property of
	a Person existing at the time such Person is merged into or consolidated
	with the Borrower or any Subsidiary or becomes a Subsidiary;
provided that
	such Liens were not created in contemplation of such merger, consolidation
	or acquisition and do not extend to any assets other than those of the
	Person so merged into or consolidated with the Borrower or such Subsidiary
	or acquired by the Borrower or such Subsidiary;

(x)                Liens or
	charges incurred in the ordinary course of business of the Borrower or any
	Subsidiary which were not incurred in connection with the borrowing of money
	or the obtaining of an advance or credit, and which do not in the aggregate
	materially detract from the value of its property or assets or materially
	impair the use thereof in the operation of its business;

(xi)             
	Liens to secure obligations under the Permitted Receivables Financing, in
	those accounts or contracts giving rise to accounts of the Borrower, which
	accounts or contracts giving rise to accounts are to be sold by the Borrower
	as part of the Permitted Receivables Financing; and

(xii)            
	deposits with Bank of America, N.A. to secure reimbursement obligations for
	letters of credit issued under the Existing Credit Agreement; provided that
	such deposits are released as such letters of credit either are presented
	for payment (and the issuer is reimbursed by the Borrower) or are returned
	to the issuer for cancellation.

(b)              
Assumptions or Guaranties
	of Indebtedness.    Assume, guarantee, endorse, or otherwise become
	contingently liable in connection with any obligation, except:

(i)                 
	pursuant to the provisions of this Agreement and Indebtedness to the
	Lenders;

(ii)                Indebtedness incurred in the ordinary course of
	business, excluding Indebtedness for borrowed money or having the commercial
	effect of a borrowing of money of Persons which are not Subsidiaries of the
	Borrower;

(iii)               assumptions, guaranties, endorsements and
	contingent liabilities within the definition of Indebtedness or permitted by
	Section 8.2 [Indebtedness];

(iv)              if such is approved by the
	IURC or the FERC; or

(v)                such other contingent liabilities
	incurred after the date hereof which do not exceed $40,000,000 in the
	aggregate at any time.

(c)               
Dissolution.    Dissolve,
	liquidate, wind up, merge or consolidate with another Person; provided,
	however (i) the Borrower may merge with another Person if upon the
	completion of such merger, the Borrower is the surviving entity, (ii) any
	Subsidiary may be merged into the Borrower or a wholly owned Subsidiary and
	(iii) the Borrower may liquidate, dissolve or wind-up immaterial
	Subsidiaries (a Subsidiary being deemed "immaterial" for this purpose if it
	has less than 5% of the assets of the Borrower and its consolidated
	Subsidiaries).

(d)              
Sale of Assets.   Sell, lease, transfer or
	dispose of any of its assets except:

(i)                  in the ordinary
	course of business;

(ii)                as approved by the IURC;

(iii)               any sale of accounts or contracts giving rise to
	accounts pursuant to the Permitted Receivables Financing or

(iv)              as such are released under the Mortgage and Deed of Trust
	dated May 1, 1940, from the Borrower to American National Bank and Trust
	Company of Chicago (or any successor trustee), and any and all supplements
	thereto.

(e)               
Change in Nature of Business.    Make any
	material change in the nature of its business.

(f)                
Sale and
	Leaseback.    Enter into any sale and leaseback arrangement with any lender
	or investor, or enter into any leases except in the normal course of
	business at reasonable rents comparable to those paid for similar leasehold
	interests in the area and except for those which do not exceed $40,000,000
	in any single transaction.

(g)               
Sale of Accounts.    Sell,
	assign, discount, or dispose in any way of promissory notes or trade
	acceptances held by the Borrower or any Subsidiary, with or without
	recourse, except pursuant to a Permitted Receivables Financing or otherwise
	in the ordinary course of business.

(h)               
Indebtedness.  
	 Incur, create, become or be liable directly or indirectly in any manner
	with respect to or permit to exist any Indebtedness except:

(i)                 
	Indebtedness arising in the ordinary course of business (other than
	Indebtedness for borrowed money);

(ii)                Indebtedness under the
	Loan Documents;

(iii)               Indebtedness with respect to trade
	obligations and other normal accruals and customer deposits in the ordinary
	course of business not yet due and payable in accordance with customary
	trade terms or with respect to which the Borrower or the applicable
	Subsidiary is contesting in good faith the amount or validity thereof by
	appropriate proceedings and then only to the extent such Person has set
	aside on its books adequate reserves therefore;

(iv)             
	Indebtedness of the Borrower arising under commercial paper obligations;

(v)               
Indebtedness of the Borrower approved by the IURC or the FERC ("Approved Indebtedness");

(vi)              Indebtedness secured by
	Liens permitted under Section 8.2(a) [Liens]; 

(vii)            
	Indebtedness under the Permitted Receivables Financing; and

(viii)          
	Indebtedness entered into in connection with Interest Rate Hedges and
	Commodity Hedges.

(i)                 
Other Agreements.   If there exists
	an Event of Default or a Potential Default, amend any of the terms or
	conditions of any indenture, agreement, documents, note or other instrument
	evidencing, securing, or relating to any other Indebtedness permitted under
	Section 8.2(h) [Indebtedness].

(j)                
Prepayment of Other
	Loans.   If there exists an Event of Default or Potential Default, make any
	prepayment of any principal of or interest on any Indebtedness (other than
	the Obligations) or any payment, prepayment, redemption, defeasance, sinking
	fund payment, other repayment or deposit for the purpose of any such
	prepayment.

(k)              
Change of Fiscal Year.   Change its fiscal
	year.

(l)                 
Subordination of Claims.    If there exists an
	Event of Default or Potential Default, subordinate or permit to be
	subordinated any present or future claim against or obligation of another
	Person, except as ordered in a bankruptcy or similar creditors' remedy
	proceeding of such other Person.

(m)             
Dividends.   If there
	exists an Event of Default or Potential Default, declare or make payment of
	dividends to holders of common equity interests of the Borrower; provided
	that Subsidiaries may pay dividends to the Borrower or to Subsidiaries that
	are wholly owned by the Borrower.

(n)               
Financial Covenant. 
	 Permit the ratio, determined as of the end of each of its fiscal quarters,
	of (i) Total Debt to (ii) Consolidated Total Capitalization to be greater
	than 0.65 to 1.00.

(o)              
Affiliates.  Enter into any transaction
	(including, without limitation, the purchase or sale of any property or
	service) with, or make any payment or transfer to, any Affiliate except in
	the ordinary course of business and pursuant to the reasonable requirements
	of the Borrower's or such Subsidiary's business and upon fair and reasonable
	terms no less favorable to the Borrower or such Subsidiary than the Borrower
	or such Subsidiary would obtain in a comparable arms'-length transaction.

(p)              
Investments and Acquisitions.    Make or suffer to exist
	any Investments (including without limitation, loans and advances to, and
	other Investments in, Subsidiaries), or commitments therefore, or to create
	any Subsidiary or to become or remain a partner in any partnership or joint
	venture, or to make any Acquisition of any Person, except:

(i)                 
	Cash Equivalent or Short-Term Investments.

(ii)                Investments
	in Subsidiaries and other Investments, in each case in existence on the date
	hereof and described in Schedule 8.2(p).

(iii)               Investments in
	Persons principally engaged in a field of enterprise engaged in by the
	Borrower and its Subsidiaries on the date hereof and any other field of
	enterprise substantially related, ancillary or complementary thereto.

(iv)              other Investments not exceeding $40,000,000 in the
	aggregate outstanding at any time.

(q)              
Certain Restrictions.
	 Not permit any Subsidiary to, directly or indirectly, create or otherwise
	cause or suffer to exist or become effective any encumbrance or restriction
	on the ability of any Subsidiary to (a) pay dividends or make other
	distributions on its capital stock owned by the Borrower or any Subsidiary,
	or pay any Indebtedness owed to the Borrower or any Subsidiary (other than
	customary limits imposed by corporate law and fraudulent conveyance
	statutes), (b) make loans or advances to the Borrower or (c) transfer any of
	its assets or properties to the Borrower (other than pursuant to a Permitted
	Receivables Financing), except for such encumbrances or restrictions
	existing by reason of or under (i) applicable law, (ii) this Agreement and
	the other Loan Documents, (iii) customary restrictions with respect to a
	Subsidiary pursuant to an agreement that has been entered into for the sale
	or disposition of all or substantially all of the capital stock of such
	Subsidiary and (iv) restrictions binding on any Subsidiary on the date it
	becomes a Subsidiary, provided such restrictions were not created in
	contemplation of such Person becoming a Subsidiary.

8.3             
	Reporting Requirements.   The Borrower will furnish or cause to be furnished
	to the Administrative Agent and each of the Lenders:

(a)               
	Quarterly Financial Statements.   As soon as available and in any event
	within forty-five (45) calendar days after the end of each of the first
	three fiscal quarters in each fiscal year, financial statements of the
	Borrower, consisting of a consolidated balance sheet as of the end of such
	fiscal quarter and related consolidated statements of income, stockholders'
	equity and cash flows for the fiscal quarter then ended and the fiscal year
	through that date, all in reasonable detail and certified (subject to normal
	year-end audit adjustments) by the Chief Executive Officer, President, any
	Vice President, Chief Financial Officer, Controller or Treasurer of the
	Borrower as having been prepared in accordance with GAAP, consistently
	applied, and setting forth in comparative form the respective financial
	statements for the corresponding date and period in the previous fiscal
	year.

(b)              
Annual Financial Statements.   As soon as available
	and in any event within one hundred twenty (120) days after the end of each
	fiscal year of the Borrower, financial statements of the Borrower consisting
	of a consolidated balance sheet as of the end of such fiscal year, and
	related consolidated statements of income, stockholders' equity and cash
	flows for the fiscal year then ended, all in reasonable detail and setting
	forth in comparative form the financial statements as of the end of and for
	the preceding fiscal year, and certified by independent certified public
	accountants of nationally recognized standing reasonably satisfactory to the
	Administrative Agent.  The certificate or report of accountants shall be
	free of qualifications (other than any consistency qualification that may
	result from a change in the method used to prepare the financial statements
	as to which such accountants concur) and shall not indicate the occurrence
	or existence of any event, condition or contingency which would materially
	impair the prospect of payment or performance of any covenant, agreement or
	duty of any the Borrower under any of the Loan Documents.

(c)               
	Certificate of the Borrower.  
Concurrently with the financial statements of the Borrower furnished to the
Administrative Agent and to the Lenders pursuant to Sections 8.3(a) [Quarterly
Financial Statements] and 8.3(b) [Annual Financial Statements], a certificate
(each a "Compliance
	Certificate") of the Borrower signed by the Chief Executive Officer,
	President, any Vice President, Chief Financial Officer, Controller or
	Treasurer of the Borrower, in the form of Exhibit 8.3.

(d)              
	Notices.

(i)                 
Default.  Promptly after any officer of the
	Borrower has learned of the occurrence of an Event of Default or Potential
	Default, a certificate signed by an Authorized Officer setting forth the
	details of such Event of Default or Potential Default and the action which
	the Borrower Party proposes to take with respect thereto.

(ii)               
Litigation.  Promptly after the commencement thereof,
	notice of all actions, suits, proceedings or investigations before or by any
	Official Body or any other Person against the Borrower or any Subsidiary of
	the Borrower which involve a claim or series of claims which could
	reasonably be expected to result in liability in excess of $25,000,000 or
	which if adversely determined would constitute a Material Adverse Change.

(iii)              
Organizational Documents.  Promptly and in any event
	within five dates thereafter, any amendment to the Articles of Incorporation
	or Bylaws of the Borrower.

(iv)             
Erroneous Financial
	Information.  Promptly in the event that the Borrower or its accountants
	conclude or advise that any previously issued financial statement, audit
	report or interim review should no longer be relied upon or that disclosure
	should be made or action should be taken to prevent future reliance.

(v)               ERISA Event.  Promptly upon the occurrence of any ERISA
	Event.

(vi)             
Preferred Stock Filing.  Promptly, written notice
	of any filing with the IURC to seek authority to issue any preferred stock;

(vii)            
FERC Order.  Promptly upon receipt of the same, a copy of
	any extension, renewal or replacement of the FERC Order, certified by an
	officer of the Borrower; and

(viii)          
Other Reports.  Promptly upon
	their becoming available to the Borrower:

A.                
Management
	Letters.  Any reports including management letters submitted to the Borrower
	by independent accountants in connection with any annual, interim or special
	audit,

B.                
Other Information.  Such other reports and
	information as any of the Lenders may from time to time reasonably request.
	                                                                                                                                                          

9.                    
DEFAULT 

9.1             
Events of Default.   An
	Event of Default shall mean the occurrence or existence of any one or more
	of the following events or conditions (whatever the reason therefor and
	whether voluntary, involuntary or effected by operation of Law):

(a)               
Payments Under Loan Documents.   The Borrower shall fail
	to pay any principal of any Loan (including scheduled installments,
	mandatory prepayments or the payment due at maturity), Reimbursement
	Obligation or Letter of Credit or Obligation on the date on which such
	principal is due or any interest on any Loan, Reimbursement Obligation or
	Letter of Credit Obligation or any other amount owing hereunder or under the
	other Loan Documents within three (3) Business Days of the date on which
	such interest or other amount becomes due in accordance with the terms
	hereof or thereof;

(b)              
Breach of Warranty.   Any
	representation or warranty made at any time by the Borrower herein or in any
	other Loan Document, or in any certificate, other instrument or statement
	furnished pursuant to the provisions hereof or thereof, shall prove to have
	been false or misleading in any material respect as of the time it was made
	or furnished;

(c)               
Breach of Negative Covenants or Visitation
	Rights.   The Borrower shall default in the observance or performance of any
	covenant contained in Section 8.1(a) [Preservation of Existence],
	Section 8.1(e) [Visitation Rights] or Section 8.2 [Negative Covenants];

(d)              
Breach of Other Covenants.   The Borrower shall default in
	the observance or performance of any other covenant, condition or provision
	hereof or of any other Loan Document and such default shall continue unremedied for a period of twenty (20) days;

(e)               
Defaults in
	Other Agreements or Indebtedness.   A default or event of default shall
	occur at any time under the terms of any other agreement involving borrowed
	money or the extension of credit or any other Indebtedness under which the
	Borrower or any Subsidiary of the Borrower may be obligated as a borrower or
	guarantor in excess of $25,000,000 in the aggregate, and such breach,
	default or event of default consists of the failure to pay (beyond any
	period of grace permitted with respect thereto, whether waived or not) any
	Indebtedness when due (whether at stated maturity, by acceleration or
	otherwise) or if such breach or default permits or causes the acceleration
	of any Indebtedness (whether or not such right shall have been waived) or
	the termination of any commitment to lend;

(f)                
Final
	Judgments or Orders.   Any final judgments or orders for the payment of
	money in excess of $25,000,000 in the aggregate shall be entered against the
	Borrower by a court having jurisdiction in the premises, which judgment is
	not discharged, vacated, bonded or stayed pending appeal within a period of
	thirty (30) days from the date of entry;

(g)               
Loan Document
	Unenforceable.   Any of the Loan Documents shall cease to be legal, valid
	and binding agreements enforceable against the party executing the same or
	such party's successors and assigns (as permitted under the Loan Documents)
	in accordance with the respective terms thereof or shall in any way be
	terminated (except in accordance with its terms) or become or be declared
	ineffective or inoperative or shall in any way be challenged or contested or
	cease to give or provide the respective Liens, security interests, rights,
	titles, interests, remedies, powers or privileges intended to be created
	thereby;

(h)               
Uninsured Losses; Proceedings Against Assets.  
	There shall occur any material uninsured damage to or loss, theft or
	destruction of any assets of the Borrower in excess of $25,000,000 or the
	Borrower's assets in excess of $25,000,000 are attached, seized, levied upon
	or subjected to a writ or distress warrant; or such come within the
	possession of any receiver, trustee, custodian or assignee for the benefit
	of creditors and the same is not cured within thirty (30) days thereafter;

(i)                 
	Events Relating to Plans and Benefit Arrangements.   (i) An ERISA Event
	occurs with respect to a Pension Plan or Multiemployer Plan which has
	resulted or could reasonably be expected to result in liability of Borrower
	under Title IV of ERISA to the Pension Plan, Multiemployer Plan or the PBGC
	in an aggregate amount in excess of $25,000,000, or (ii) the Borrower fails
	to pay when due, after the expiration of any applicable grace period, any
	installment payment with respect to its withdrawal liability under Section
	4201 of ERISA under a Multiemployer Plan in an aggregate amount in excess of
	$25,000,000;

(j)                
Change of Control.   (i) IPALCO shall at
	any time fail to own, directly or indirectly, all of the issued and
	outstanding common stock of the Borrower or (ii) IPALCO shall at any time
	not be entitled to elect a majority of the members of the Board of Directors
	of the Borrower;

(k)              
Mortgage Event of Default.    The
	Borrower shall suffer to exist beyond any applicable grace period any event
	of default under the Mortgage and Deed of Trust from the Borrower to
	American National Bank and Trust Company of Chicago (or any successor
	trustee), dated May 1, 1940, and any and all supplements thereto, unless
	such event of default has been waived in writing by the appropriate party or
	parties to such agreement; or

(l)                 
Relief Proceedings.   (i) A
	Relief Proceeding shall have been instituted against any the Borrower or any
	Subsidiary of the Borrower and such Relief Proceeding shall remain
	undismissed or unstayed and in effect for a period of thirty (30)
	consecutive days or such court shall enter a decree or order granting any of
	the relief sought in such Relief Proceeding, (ii) the Borrower or any
	Subsidiary of the Borrower institutes, or takes any action in furtherance
	of, a Relief Proceeding, or (iii) any Borrower or any Subsidiary of the
	Borrower ceases to be solvent or admits in writing its inability to pay its
	debts as they mature.

9.2             
Consequences of Event of Default.

(a)               
Events of Default Other Than Bankruptcy, Insolvency or
	Reorganization Proceedings.   If an Event of Default specified under
	Sections 9.1(a) through 9.1(k) shall occur and be continuing, the Lenders
	and the Administrative Agent shall be under no further obligation to make
	Loans and the Issuing Lender shall be under no obligation to issue Letters
	of Credit and the Administrative Agent may, and upon the request of the
	Required Lenders, shall (i) by written notice to the Borrower, declare the
	unpaid principal amount of the Notes then outstanding and all interest
	accrued thereon, any unpaid fees and all other Indebtedness of the Borrower
	to the Lenders hereunder and thereunder to be forthwith due and payable, and
	the same shall thereupon become and be immediately due and payable to the
	Administrative Agent for the benefit of each Lender without presentment,
	demand, protest or any other notice of any kind, all of which are hereby
	expressly waived, and (ii) require the Borrower to, and the Borrower shall
	thereupon, deposit in a non-interest-bearing account with the Administrative
	Agent, as cash collateral for its Obligations under the Loan Documents, an
	amount equal to the maximum amount currently or at any time thereafter
	available to be drawn on all outstanding Letters of Credit, and the Borrower
	hereby pledges to the Administrative Agent and the Lenders, and grants to
	the Administrative Agent and the Lenders a security interest in, all such
	cash as security for such Obligations; and

(b)              
Bankruptcy,
	Insolvency or Reorganization Proceedings.   If an Event of Default specified
	under Section 9.1(l) [Relief Proceedings] shall occur, the Lenders shall be
	under no further obligations to make Loans hereunder and the Issuing Lender
	shall be under no obligation to issue Letters of Credit and the unpaid
	principal amount of the Loans then outstanding and all interest accrued
	thereon, any unpaid fees and all other Indebtedness of the Borrower to the
	Lenders hereunder and thereunder shall be immediately due and payable,
	without presentment, demand, protest or notice of any kind, all of which are
	hereby expressly waived; and

(c)               
Set-off.   If an Event of
	Default shall have occurred and be continuing, each Lender, the Issuing
	Lender, and each of their respective Affiliates and any participant of such
	Lender or Affiliate which has agreed in writing to be bound by the
	provisions of Section 5.3 [Sharing of Payments] is hereby authorized at any
	time and from time to time, to the fullest extent permitted by applicable
	Law, to set off and apply any and all deposits (general or special, time or
	demand, provisional or final, in whatever currency) at any time held and
	other obligations (in whatever currency) at any time owing by such Lender,
	the Issuing Lender or any such Affiliate or participant to or for the credit
	or the account of the Borrower against any and all of the Obligations of the
	Borrower now or hereafter existing under this Agreement or any other Loan
	Document to such Lender, the Issuing Lender, Affiliate or participant,
	irrespective of whether or not such Lender, Issuing Lender, Affiliate or
	participant shall have made any demand under this Agreement or any other
	Loan Document and although such Obligations of the Borrower may be
	contingent or unmatured or are owed to a branch or office of such Lender or
	the Issuing Lender different from the branch or office holding such deposit
	or obligated on such Indebtedness.  The rights of each Lender, the Issuing
	Lender and their respective Affiliates and participants under this Section
	are in addition to other rights and remedies (including other rights of
	setoff) that such Lender, the Issuing Lender or their respective Affiliates
	and participants may have.  Each Lender and the Issuing Lender agrees to
	notify the Borrower and the Administrative Agent promptly after any such
	setoff and application; provided that the failure to give such notice shall
	not affect the validity of such setoff and application; and

(d)              
Application of Proceeds.   From and after the date on
	which the Administrative Agent has taken any action pursuant to this
	Section 9.2 and until all Obligations of the Borrower have been paid in
	full, any and all proceeds received by the Administrative Agent from the
	exercise of any other remedy by the Administrative Agent, shall be applied
	as follows:

(i)                  first, to reimburse the Administrative
	Agent and the Lenders for out-of-pocket costs, expenses and disbursements,
	including reasonable attorneys' and paralegals' fees and legal expenses,
	incurred by the Administrative Agent or the Lenders in connection with
	collection of any Obligations of the Borrower under any of the Loan
	Documents, including advances made by the Administrative Agent for the
	reasonable maintenance, preservation, protection or enforcement of, or
	realization upon, the assets of the Borrower;

(ii)                second, to
	the repayment of all Obligations then due and unpaid of the Borrower to the
	Lenders or their Affiliates incurred under this Agreement, whether of
	principal, interest, fees, expenses or otherwise and to cash collateralize
	the Letter of Credit Obligations, in such manner as the Administrative Agent
	may determine in its discretion; and

(iii)               the balance, if
	any, as required by Law.
	                                                                                                                  

10.                  
THE ADMINISTRATIVE AGENT 

10.1         
Appointment and
	Authority.   Each of the Lenders and the Issuing Lender hereby irrevocably
	appoints PNC to act on its behalf as the Administrative Agent hereunder and
	under the other Loan Documents and authorizes the Administrative Agent to
	take such actions on its behalf and to exercise such powers as are delegated
	to the Administrative Agent by the terms hereof or thereof, together with
	such actions and powers as are reasonably incidental thereto.  The
	provisions of this Section 10 are solely for the benefit of the
	Administrative Agent, the Lenders and the Issuing Lender, and the Borrower
	shall not have rights as a third party beneficiary of any of such
	provisions.

10.2         
Rights as a Lender.   The Person serving as the
	Administrative Agent hereunder shall have the same rights and powers in its
	capacity as a Lender as any other Lender and may exercise the same as though
	it were not the Administrative Agent and the term "Lender" or "Lenders"
	shall, unless otherwise expressly indicated or unless the context otherwise
	requires, include the Person serving as the Administrative Agent hereunder
	in its individual capacity.  Such Person and its Affiliates may accept
	deposits from, lend money to, act as the financial advisor or in any other
	advisory capacity for and generally engage in any kind of business with the
	Borrower or any Subsidiary or other Affiliate thereof as if such Person were
	not the Administrative Agent hereunder and without any duty to account therefor to the Lenders.

10.3         
Exculpatory Provisions.   The
	Administrative Agent shall not have any duties or obligations except those
	expressly set forth herein and in the other Loan Documents.  Without
	limiting the generality of the foregoing, the Administrative Agent:

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

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

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

The Administrative Agent
	shall not be liable for any action taken or not taken by it (i) with the
	consent or at the request of the Required Lenders (or such other number or
	percentage of the Lenders as shall be necessary, or as the Administrative
	Agent shall believe in good faith shall be necessary, under the
	circumstances as provided in Sections 11.1 [Modifications, Amendments or
	Waivers] and 9.2 [Consequences of Event of Default]) or (ii) in the absence
	of its own gross negligence or willful misconduct. 

The Administrative Agent
	shall be deemed not to have knowledge of any Potential Default or Event of
	Default unless and until notice describing such Potential Default or Event
	of Default is given to the Administrative Agent by the Borrower, a Lender or
	the Issuing Lender. The Administrative Agent shall not be responsible for or
	have any duty to ascertain or inquire into (i) any statement, warranty or
	representation made in or in connection with this Agreement or any other
	Loan Document, (ii) the contents of any certificate, report or other
	document delivered hereunder or thereunder or in connection herewith or
	therewith, (iii) the performance or observance of any of the covenants,
	agreements or other terms or conditions set forth herein or therein or the
	occurrence of any Potential Default or Event of Default, (iv) the validity,
	enforceability, effectiveness or genuineness of this Agreement, any other
	Loan Document or any other agreement, instrument or document or (v) the
	satisfaction of any condition set forth in Section 7 [Conditions of Lending
	and Issuance of Letters of Credit] or elsewhere herein, other than to
	confirm receipt of items expressly required to be delivered to the
	Administrative Agent.

10.4         
Reliance by Administrative Agent.   The
	Administrative Agent shall be entitled to rely upon, and shall not incur any
	liability for relying upon, any notice, request, certificate, consent,
	statement, instrument, document or other writing (including any electronic
	message, Internet or intranet website posting or other distribution)
	believed by it to be genuine and to have been signed, sent or otherwise
	authenticated by the proper Person.  The Administrative Agent also may rely
	upon any statement made to it orally or by telephone and believed by it to
	have been made by the proper Person, and shall not incur any liability for
	relying thereon.  In determining compliance with any condition hereunder to
	the making of a Loan, or the issuance of a Letter of Credit, that by its
	terms must be fulfilled to the satisfaction of a Lender or the Issuing
	Lender, the Administrative Agent may presume that such condition is
	satisfactory to such Lender or the Issuing Lender unless the Administrative
	Agent shall have received notice to the contrary from such Lender or the
	Issuing Lender prior to the making of such Loan or the issuance of such
	Letter of Credit.  The Administrative Agent may consult with legal counsel
	(who may be counsel for the Borrower), independent accountants and other
	experts selected by it, and shall not be liable for any action taken or not
	taken by it in accordance with the advice of any such counsel, accountants
	or experts.

10.5         
Delegation of Duties.   The Administrative Agent
	may perform any and all of its duties and exercise its rights and powers
	hereunder or under any other Loan Document by or through any one or more
	sub-agents appointed by the Administrative Agent.  The Administrative Agent
	and any such sub-agent may perform any and all of its duties and exercise
	its rights and powers by or through their respective Related Parties.  The
	exculpatory provisions of this Section 10 shall apply to any such sub-agent
	and to the Related Parties of the Administrative Agent and any such
	sub-agent, and shall apply to their respective activities in connection with
	the syndication of the credit facilities provided for herein as well as
	activities as Administrative Agent.

10.6         
Resignation of
	Administrative Agent.   The Administrative Agent may at any time give notice
	of its resignation to the Lenders, the Issuing Lender and the Borrower. 
	Upon receipt of any such notice of resignation, the Required Lenders shall
	have the right, with approval from the Borrower (so long as no Event of
	Default has occurred and is continuing), to appoint a successor, such
	approval not to be unreasonably withheld or delayed.  If no such successor
	shall have been so appointed by the Required Lenders and shall have accepted
	such appointment within thirty (30) days after the retiring Administrative
	Agent gives notice of its resignation, then the retiring Administrative
	Agent may on behalf of the Lenders and the Issuing Lender, appoint a
	successor Administrative Agent; provided that if the Administrative Agent
	shall notify the Borrower and the Lenders that no qualifying Person has
	accepted such appointment, then such resignation shall nonetheless become
	effective in accordance with such notice and (i) the retiring Administrative
	Agent shall be discharged from its duties and obligations hereunder and
	under the other Loan Documents, and (ii) all payments, communications and
	determinations provided to be made by, to or through the Administrative
	Agent shall instead be made by or to each Lender and the Issuing Lender
	directly, until such time as the Required Lenders appoint a successor
	Administrative Agent as provided for above in this Section 10.6.  Upon the
	acceptance of a successor's appointment as Administrative Agent hereunder,
	such successor shall succeed to and become vested with all of the rights,
	powers, privileges and duties of the retiring (or retired) Administrative
	Agent, and the retiring Administrative Agent shall be discharged from all of
	its duties and obligations hereunder or under the other Loan Documents (if
	not already discharged therefrom as provided above in this Section).  The
	fees payable by the Borrower to a successor Administrative Agent shall be
	the same as those payable to its predecessor unless otherwise agreed between
	the Borrower and such successor.  After the retiring Administrative Agent's
	resignation hereunder and under the other Loan Documents, the provisions of
	this Section 10 and Section 11.3 [Expenses; Indemnity; Damage Waiver] shall
	continue in effect for the benefit of such retiring Administrative Agent,
	its sub-agents and their respective Related Parties in respect of any
	actions taken or omitted to be taken by any of them while the retiring
	Administrative Agent was acting as Administrative Agent.

If PNC resigns as
	Administrative Agent under this Section 10.6, PNC shall also resign as an
	Issuing Lender.  Upon the appointment of a successor Administrative Agent
	hereunder, such successor shall (i) succeed to all of the rights, powers,
	privileges and duties of PNC as the retiring Issuing Lender and
	Administrative Agent and PNC shall be discharged from all of its respective
	duties and obligations as Issuing Lender and Administrative Agent under the
	Loan Documents, and (ii) issue letters of credit in substitution for the
	Letters of Credit issued by PNC, if any, outstanding at the time of such
	succession or make other arrangement satisfactory to PNC to effectively
	assume the obligations of PNC with respect to such Letters of Credit. 

10.7         
Non-Reliance on Administrative Agent and Other Lenders.   Each
	Lender and the Issuing Lender acknowledges that it has, independently and
	without reliance upon the Administrative Agent or any other Lender or any of
	their Related Parties and based on such documents and information as it has
	deemed appropriate, made its own credit analysis and decision to enter into
	this Agreement.  Each Lender and the Issuing Lender also acknowledges that
	it will, independently and without reliance upon the Administrative Agent or
	any other Lender or any of their Related Parties and based on such documents
	and information as it shall from time to time deem appropriate, continue to
	make its own decisions in taking or not taking action under or based upon
	this Agreement, any other Loan Document or any related agreement or any
	document furnished hereunder or thereunder.

10.8         
No Other Duties,
	etc.   Anything herein to the contrary notwithstanding, none of the Sole Bookrunner, Sole Lead Arranger, Syndication Agent or Documentation Agent
	listed on the cover page hereof shall have any powers, duties or
	responsibilities under this Agreement or any of the other Loan Documents,
	except in its capacity, as applicable, as the Administrative Agent, a Lender
	or the Issuing Lender hereunder.

10.9         
Administrative Agent's Fee.   The
Borrower shall pay to the Administrative Agent a nonrefundable fee (the "Administrative Agent's Fee")
under the terms of a letter (the "Administrative Agent's Letter") between the Borrower and Administrative
	Agent, as amended from time to time.

10.10      No Reliance on
	Administrative Agent's Customer Identification Program.  
Each Lender acknowledges and agrees that neither such Lender, nor any of its
Affiliates, participants or assignees, may rely on the Administrative Agent to
carry out such Lender's, Affiliate's, participant's or assignee's customer
identification program, or other obligations required or imposed under or
pursuant to the USA Patriot Act or the regulations thereunder, including the
regulations contained in 31 CFR 103.121 (as hereafter amended or replaced, the "CIP Regulations"), or any other Anti-Terrorism Law, including any
	programs involving any of the following items relating to or in connection
	with any of the Borrower, its Affiliates or their agents, the Loan Documents
	or the transactions hereunder or contemplated hereby: (i) any identity
	verification procedures, (ii) any recordkeeping, (iii) comparisons with
	government lists, (iv) customer notices or (v) other procedures required
	under the CIP Regulations or such other Laws.
	                                                                                                                                         

11.                  
MISCELLANEOUS

11.1         
Modifications, Amendments
	or Waivers.   With the written consent of the Required Lenders, the
	Administrative Agent, acting on behalf of all the Lenders, and the Borrower,
	may from time to time enter into written agreements amending or changing any
	provision of this Agreement or any other Loan Document or the rights of the
	Lenders or the Borrower hereunder or thereunder, or may grant written
	waivers or consents hereunder or thereunder.  Any such agreement, waiver or
	consent made with such written consent shall be effective to bind all the
	Lenders and the Borrower; provided, that no such agreement, waiver or
	consent may be made which will:

(a)               
Increase of Commitment.  
	Increase the amount of the Facility A Commitment, the Facility B Commitment
	or the Revolving Credit Commitment of any Lender hereunder without the
	consent of such Lender;

(b)              
Extension of Payment; Reduction of
	Principal, Interest or Fees; Modification of Terms of Payment.   Whether or
	not any Loans are outstanding, extend the Expiration Date or the time for
	payment of principal or interest of any Loan, the Commitment Fee or any
	other fee payable to any Lender, or reduce the principal amount of or the
	rate of interest borne by any Loan or reduce the Commitment Fee or any other
	fee payable to any Lender, without the consent of each Lender directly
	affected thereby; or

(c)               
Miscellaneous.   Amend Section 5.2
	[Pro Rata Treatment of Lenders], 10.3 [Exculpatory Provisions, Etc.] or 5.3
	[Sharing of Payments by Lenders] or this Section 11.1, alter any provision
	regarding the pro rata treatment of the Lenders or requiring all Lenders to
	authorize the taking of any action or reduce any percentage specified in the
	definition of Required Lenders, Facility A Percentage or Facility B
	Percentage, in each case without the consent of all of the Lenders (other
	than Defaulting Lenders);

provided that no agreement, waiver or consent
	which would modify the interests, rights or obligations of the
	Administrative Agent or the Issuing Lender may be made without the written
	consent of such Administrative Agent or Issuing Lender, as applicable, and
	provided, further
that, if in connection with any proposed waiver, amendment or modification
referred to in Sections 11.1(a) through 11.1 (c) above, the consent of the
Required Lenders is obtained but the consent of one or more of such other
Lenders whose consent is required is not obtained (each a "Non-Consenting Lender"), then the Borrower shall have the right to replace
	any such Non-Consenting Lender with one or more replacement Lenders pursuant
	to Section 5.6(b) [Replacement of a Lender].

11.2         
No Implied
	Waivers; Cumulative Remedies.   No course of dealing and no delay or failure
	of the Administrative Agent or any Lender in exercising any right, power,
	remedy or privilege under this Agreement or any other Loan Document shall
	affect any other or future exercise thereof or operate as a waiver thereof,
	nor shall any single or partial exercise thereof preclude any further
	exercise thereof or of any other right, power, remedy or privilege.  The
	rights and remedies of the Administrative Agent and the Lenders under this
	Agreement and any other Loan Documents are cumulative and not exclusive of
	any rights or remedies which they would otherwise have. 

11.3         
	Expenses; Indemnity; Damage Waiver.

(a)               
Costs and Expenses.  
	The Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by
	the Administrative Agent and its Affiliates (including the reasonable fees,
	charges and disbursements of counsel for the Administrative Agent), in
	connection with the syndication of the credit facilities provided for
	herein, the preparation, negotiation, execution, delivery and administration
	of this Agreement and the other Loan Documents or any amendments,
	modifications or waivers of the provisions hereof or thereof (whether or not
	the transactions contemplated hereby or thereby shall be consummated), (ii) 
	all reasonable out-of-pocket expenses incurred by the Issuing Lender in
	connection with the issuance, amendment, renewal or extension of any Letter
	of Credit or any demand for payment thereunder, and (iii) all reasonable
	out-of-pocket expenses incurred by the Administrative Agent, any Lender or
	the Issuing Lender (including the reasonable fees, charges and disbursements
	of any counsel for the Administrative Agent, any Lender or the Issuing
	Lender), in connection with the enforcement or protection of its rights
	(A) in connection with this Agreement and the other Loan Documents,
	including its rights under this Section, or (B) in connection with the Loans
	made or Letters of Credit issued hereunder, including all such reasonable
	out-of-pocket expenses incurred during any workout, restructuring or
	negotiations in respect of such Loans or Letters of Credit. 

(b)              
Indemnification by the Borrower.   The
Borrower shall indemnify the Administrative Agent (and any sub-agent thereof),
each Lender and the Issuing Lender, and each Related Party of any of the
foregoing Persons (each such Person being called an "Indemnitee") against, and hold
	each Indemnitee harmless from, any and all losses, claims, damages,
	liabilities and related expenses (including the reasonable fees, charges and
	disbursements of any counsel for any Indemnitee), incurred by any Indemnitee
	or asserted against any Indemnitee by any third party or by the Borrower
	arising out of, in connection with, or as a result of (i) the execution or
	delivery of this Agreement, any other Loan Document or any agreement or
	instrument contemplated hereby or thereby, the performance or nonperformance
	by the parties hereto of their respective obligations hereunder or
	thereunder or the consummation of the transactions contemplated hereby or
	thereby, (ii) any Loan or Letter of Credit or the use or proposed use of the
	proceeds therefrom (including any refusal by the Issuing Lender to honor a
	demand for payment under a Letter of Credit if the documents presented in
	connection with such demand do not strictly comply with the terms of such
	Letter of Credit), (iii) breach of representations, warranties or covenants
	of the Borrower under the Loan Documents, or (iv) any actual or prospective
	claim, litigation, investigation or proceeding relating to any of the
	foregoing, including any such items or losses relating to or arising under
	Environmental Laws or pertaining to environmental matters, whether based on
	contract, tort or any other theory, whether brought by a third party or by
	the Borrower, and regardless of whether any Indemnitee is a party thereto;
	provided that such indemnity shall not, as to any Indemnitee, be available
	to the extent that such losses, claims, damages, liabilities or related
	expenses (x) are determined by a court of competent jurisdiction by final
	and nonappealable judgment to have resulted from the gross negligence or
	willful misconduct of such Indemnitee or (y) result from a claim brought by
	the Borrower against an Indemnitee for breach in bad faith of such
	Indemnitee's obligations hereunder or under any other Loan Document, if the
	Borrower has obtained a final and nonappealable judgment in its favor on
	such claim as determined by a court of competent jurisdiction.

(c)               
Reimbursement by Lenders.   To the extent that the
	Borrower for any reason fails to indefeasibly pay any amount required under
	Sections 11.3(a) [Costs and Expenses] or 11.3(b) [Indemnification by the
	Borrower] to be paid by it to the Administrative Agent (or any sub-agent
	thereof), the Issuing Lender or any Related Party of any of the foregoing,
	each Lender severally agrees to pay to the Administrative Agent (or any such
	sub-agent), the Issuing Lender or such Related Party, as the case may be,
	such Lender's Ratable Share (determined as of the time that the applicable
	unreimbursed expense or indemnity payment is sought) of such unpaid amount,
	provided that the unreimbursed expense or indemnified loss, claim, damage,
	liability or related expense, as the case may be, was incurred by or
	asserted against the Administrative Agent (or any such sub-agent) or the
	Issuing Lender in its capacity as such, or against any Related Party of any
	of the foregoing acting for the Administrative Agent (or any such sub-agent)
	or Issuing Lender in connection with such capacity.

(d)              
Waiver
	of Consequential Damages, Etc.   To the fullest extent permitted by
	applicable Law, the Borrower shall not assert, and hereby waives, any claim
	against any Indemnitee, on any theory of liability, for special, indirect,
	consequential or punitive damages (as opposed to direct or actual damages)
	arising out of, in connection with, or as a result of, this Agreement, any
	other Loan Document or any agreement or instrument contemplated hereby, the
	transactions contemplated hereby or thereby, any Loan or Letter of Credit or
	the use of the proceeds thereof.

(e)               
Payments.   All amounts
	due under this Section shall be payable not later than ten (10) days after
	demand therefor.

11.4         
Holidays.   Whenever payment of a Loan to be
	made or taken hereunder shall be due on a day which is not a Business Day
	such payment shall be due on the next Business Day (except as provided in
	Section 4.2 [Interest Periods]) and such extension of time shall be included
	in computing interest and fees, except that the Loans shall be due on the
	Business Day preceding the Expiration Date if the Expiration Date is not a
	Business Day.  Whenever any payment or action to be made or taken hereunder
	(other than payment of the Loans) shall be stated to be due on a day which
	is not a Business Day, such payment or action shall be made or taken on the
	next following Business Day, and such extension of time shall not be
	included in computing interest or fees, if any, in connection with such
	payment or action.

11.5         
Notices; Effectiveness; Electronic
	Communication. 

(a)               
Notices Generally.   Except in the case
	of notices and other communications expressly permitted to be given by
	telephone (and except as provided in Section 11.5(b) [Electronic
	Communications]), all notices and other communications provided for herein
	shall be in writing and shall be delivered by hand or overnight courier
	service, mailed by certified or registered mail or sent by telecopier (i) if
	to a Lender, to it at its address set forth in its administrative
	questionnaire, or (ii) if to any other Person, to it at its address set
	forth on Schedule 1.1(B). 

Notices sent by hand or overnight courier
	service, or mailed by certified or registered mail, shall be deemed to have
	been given when received; notices sent by telecopier shall be deemed to have
	been given when sent (except that, if not given during normal business hours
	for the recipient, shall be deemed to have been given at the opening of
	business on the next Business Day for the recipient).  Notices delivered
	through electronic communications to the extent provided in Section 11.5(b)
	[Electronic Communications], shall be effective as provided in such Section.

(b)              
Electronic Communications.   Notices and other
	communications to the Lenders and the Issuing Lender hereunder may be
	delivered or furnished by electronic communication (including e-mail and
	Internet or intranet websites) pursuant to procedures approved by the
	Administrative Agent; provided that the foregoing shall not apply to notices
	to any Lender or the Issuing Lender if such Lender or the Issuing Lender, as
	applicable, has notified the Administrative Agent that it is incapable of
	receiving notices under such Article by electronic communication.  The
	Administrative Agent or the Borrower may, in its discretion, agree to accept
	notices and other communications to it hereunder by electronic
	communications pursuant to procedures approved by it; provided that approval
	of such procedures may be limited to particular notices or communications. 
	Unless the Administrative Agent otherwise prescribes, (i) notices and other
	communications sent to an e-mail address shall be deemed received upon the
	sender's receipt of an acknowledgement from the intended recipient (such as
	by the "return receipt requested" function, as available, return e-mail or
	other written acknowledgement); provided that if such notice or other
	communication is not sent during the normal business hours of the recipient,
	such notice or communication shall be deemed to have been sent at the
	opening of business on the next Business Day for the recipient, and
	(ii) notices or communications posted to an Internet or intranet website
	shall be deemed received upon the deemed receipt by the intended recipient
	at its e-mail address as described in the foregoing clause (i) of
	notification that such notice or communication is available and identifying
	the website address therefor.

(c)               
Change of Address, Etc.  
	Any party hereto may change its address, e-mail address or telecopier number
	for notices and other communications hereunder by notice to the other
	parties hereto.

11.6         
Severability.   The provisions of this
	Agreement are intended to be severable.  If any provision of this Agreement
	shall be held invalid or unenforceable in whole or in part in any
	jurisdiction, such provision shall, as to such jurisdiction, be ineffective
	to the extent of such invalidity or unenforceability without in any manner
	affecting the validity or enforceability thereof in any other jurisdiction
	or the remaining provisions hereof in any jurisdiction.

11.7         
	Duration; Survival.   All representations and warranties of the Borrower
	contained herein or made in connection herewith shall survive the execution
	and delivery of this Agreement, the completion of the transactions hereunder
	and Payment In Full.  All covenants and agreements of the Borrower contained
	herein relating to the payment of principal, interest, premiums, additional
	compensation or expenses and indemnification, including those set forth in
	the Notes, Section 5 [Payments] and Section 11.3 [Expenses; Indemnity;
	Damage Waiver], shall survive Payment In Full.  All other covenants and
	agreements of the Borrower shall continue in full force and effect from and
	after the date hereof and until Payment In Full.

11.8         
Successors
	and Assigns.

(a)                Successors and Assigns Generally.   The
	provisions of this Agreement shall be binding upon, and inure to the benefit
	of, the parties hereto and their respective successors and assigns permitted
	hereby, except that the Borrower may not assign or otherwise transfer any of
	its rights or obligations hereunder without the prior written consent of the
	Administrative Agent and each Lender and no Lender may assign or otherwise
	transfer any of its rights or obligations hereunder except (i) to an
	assignee in accordance with the provisions of Section 11.8(b) [Assignments
	by Lenders], (ii) by way of participation in accordance with the provisions
	of Section 11.8(d) [Participations], or (iii) by way of pledge or assignment
	of a security interest subject to the restrictions of Section 11.8(f)
	[Certain Pledges; Successors and Assigns Generally] (and any other attempted
	assignment or transfer by any party hereto shall be null and void).  Nothing
	in this Agreement, expressed or implied, shall be construed to confer upon
	any Person (other than the parties hereto, their respective successors and
	assigns permitted hereby, Participants to the extent provided in Section
	11.8(d) [Participations] and, to the extent expressly contemplated hereby,
	the Related Parties of each of the Administrative Agent and the Lenders) any
	legal or equitable right, remedy or claim under or by reason of this
	Agreement.

(b)              
Assignments by Lenders.   Any Lender may at any
	time assign to one or more assignees all or a portion of its rights and
	obligations under this Agreement (including all or a portion of its
	Commitment and the Loans at the time owing to it); provided that any such
	assignment shall be subject to the following conditions:

(i)                 
	Minimum Amounts.

A.                 in the case of an assignment of the
	entire remaining amount of the assigning Lender's Commitment and the Loans
	at the time owing to it or in the case of an assignment to a Lender, an
	Affiliate of a Lender or an Approved Fund, no minimum amount need be
	assigned; and

B.                 in any case not described in clause (i)(A)
	of this Section 11.8(b), the aggregate amount of the Commitment (which for
	this purpose includes Loans outstanding thereunder) or, if the applicable
	Commitment is not then in effect, the principal outstanding balance of the
	Loans of the assigning Lender subject to each such assignment (determined as
	of the date the Assignment and Assumption Agreement with respect to such
	assignment is delivered to the Administrative Agent or, if "Trade Date" is
	specified in the Assignment and Assumption Agreement, as of the Trade Date)
	shall not be less than $5,000,000, in the case of any assignment in respect
	of the Revolving Credit Commitment of the assigning Lender, unless each of
	the Administrative Agent and, so long as no Event of Default has occurred
	and is continuing, the Borrower otherwise consents (each such consent not to
	be unreasonably withheld or delayed).

(ii)               
Proportionate
	Amounts.  Each partial assignment shall be made as an assignment of a
	proportionate part of all the assigning Lender's rights and obligations
	under this Agreement with respect to the Loan or the Commitment assigned. 
	No assignment shall cause the Ratable Share of any Lender to be a percentage
	amount which is different from the Facility A Percentage and the Facility B
	Percentage of such Lender.

(iii)              
Required Consents.  No
	consent shall be required for any assignment except for the consent of the
	Administrative Agent (which shall not be unreasonably withheld or delayed)
	and:

A.                 the consent of the Borrower (such consent not to be
	unreasonably withheld or delayed) shall be required unless (x) an Event of
	Default has occurred and is continuing at the time of such assignment or (y)
	such assignment is to a Lender, an Affiliate of a Lender or an Approved
	Fund; provided that the Borrower shall be deemed to have consented to any
	such assignment unless it shall object thereto by written notice to the
	Administrative Agent within five (5) Business Days after having received
	notice thereof; and

B.                 the consent of the Issuing Lender
	(such consent not to be unreasonably withheld or delayed) shall be required
	for any assignment that increases the obligation of the assignee to
	participate in exposure under one or more Letters of Credit (whether or not
	then outstanding).

(iv)             
Assignment and Assumption Agreement. 
	The parties to each assignment shall execute and deliver to the
	Administrative Agent an Assignment and Assumption Agreement, together with a
	processing and recordation fee of $3,500, and the assignee, if it is not a
	Lender, shall deliver to the Administrative Agent an administrative
	questionnaire provided by the Administrative Agent.

(v)               
No
	Assignment to Borrower.  No such assignment shall be made to the Borrower or
	any of the Borrower's Affiliates or Subsidiaries.

(vi)             
No
	Assignment to Natural Persons.  No such assignment shall be made to a
	natural person.

Subject to acceptance and recording thereof by the
	Administrative Agent pursuant to Section 11.8(c) [Register], from and after
	the effective date specified in each Assignment and Assumption Agreement,
	the assignee thereunder shall be a party to this Agreement and, to the
	extent of the interest assigned by such Assignment and Assumption Agreement,
	have the rights and obligations of a Lender under this Agreement, and the
	assigning Lender thereunder shall, to the extent of the interest assigned by
	such Assignment and Assumption Agreement, be released from its obligations
	under this Agreement (and, in the case of an Assignment and Assumption
	Agreement covering all of the assigning Lender's rights and obligations
	under this Agreement, such Lender shall cease to be a party hereto) but
	shall continue to be entitled to the benefits of Sections 4.4 [LIBOR Rate
	Unascertainable; Illegality; Increased Costs; Deposits Not Available], 5.8
	[Increased Costs], and 11.3 [Expenses, Indemnity; Damage Waiver] with
	respect to facts and circumstances occurring prior to the effective date of
	such assignment.  Any assignment or transfer by a Lender of rights or
	obligations under this Agreement that does not comply with this Section
	11.8(b) shall be treated for purposes of this Agreement as a sale by such
	Lender of a participation in such rights and obligations in accordance with
	Section 11.8(d) [Participations].

(c)               
Register.   The
	Administrative Agent, acting solely for this purpose as an agent of the
	Borrower, shall maintain a record of the names and addresses of the Lenders,
	and the Commitments of, and principal amounts of the Loans owing to, each
	Lender pursuant to the terms hereof from time to time.  Such register shall
	be conclusive, and the Borrower, the Administrative Agent and the Lenders
	may treat each Person whose name is in such register pursuant to the terms
	hereof as a Lender hereunder for all purposes of this Agreement,
	notwithstanding notice to the contrary.  Such register shall be available
	for inspection by the Borrower and any Lender, at any reasonable time and
	from time to time upon reasonable prior notice.

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

Any agreement or
	instrument pursuant to which a Lender sells such a participation shall
	provide that such Lender shall retain the sole right to enforce this
	Agreement and to approve any amendment, modification or waiver of any
	provision of this Agreement; provided that such agreement or instrument may
	provide that such Lender will not, without the consent of the Participant,
	agree to any amendment, modification or waiver with respect to
	Sections 11.1(a) [Increase of Commitment, Etc.], or 11.1(b) [Extension of
	Payment, Etc.].  Subject to Section (e)11.8(e) [Limitations upon Participant
	Rights Successors and Assigns Generally], the Borrower agrees that each
	Participant shall be entitled to the benefits of Sections 4.4 [LIBOR Rate
	Unascertainable; Illegality; Increased Costs; Deposits Not Available] and
	5.8 [Increased Costs] to the same extent as if it were a Lender and had
	acquired its interest by assignment pursuant to Section 11.8(b) [Assignments
	by Lenders].  To the extent permitted by Law, each Participant also shall be
	entitled to the benefits of Section 9.2(c) [Setoff] as though it were a
	Lender; provided such Participant agrees to be subject to Section 5.3
	[Sharing of Payments by Lenders] as though it were a Lender.

(e)               
Limitations upon Participant Rights Successors and
	Assigns Generally.   A Participant shall not be entitled to receive any
	greater payment under Sections 5.8 [Increased Costs], 5.9 [Taxes] or 11.3 [
	Expenses; Indemnity; Damage Waiver] than the applicable Lender would have
	been entitled to receive with respect to the participation sold to such
	Participant, unless the sale of the participation to such Participant is
	made with the Borrower's prior written consent.  A Participant that would be
	a Foreign Lender if it were a Lender shall not be entitled to the benefits
	of Section 5.9 [Taxes] unless the Borrower is notified of the participation
	sold to such Participant and such Participant agrees, for the benefit of the
	Borrower, to comply with Section 5.9(e) [Status of Lenders] as though it
	were a Lender. 

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

11.9         
Confidentiality.

(a)               
General.   Each
	of the Administrative Agent, the Lenders and the Issuing Lender agrees to
	maintain the confidentiality of the Information, except that Information may
	be disclosed (i) to its Affiliates and to its and its Affiliates' respective
	partners, directors, officers, employees, agents, advisors and other
	representatives (it being understood that the Persons to whom such
	disclosure is made will be informed of the confidential nature of such
	Information and instructed to keep such Information confidential), (ii) to
	the extent requested by any regulatory authority purporting to have
	jurisdiction over it (including any self-regulatory authority, such as the
	National Association of Insurance Commissioners), (iii) to the extent
	required by applicable Laws or regulations or by any subpoena or similar
	legal process, (iv) to any other party hereto, (v) in connection with the
	exercise of any remedies hereunder or under any other Loan Document or any
	action or proceeding relating to this Agreement or any other Loan Document
	or the enforcement of rights hereunder or thereunder, (vi) subject to an
	agreement containing provisions substantially the same as those of this
	Section, to (A) any assignee of or Participant in, or any prospective
	assignee of or Participant in, any of its rights or obligations under this
	Agreement or (B) any actual or prospective counterparty (or its advisors) to
	any swap or derivative transaction relating to the Borrower and its
	obligations, (vii) with the consent of the Borrower or (viii) to the extent
	such Information (Y) becomes publicly available other than as a result of a
	breach of this Section or (Z) becomes available to the Administrative Agent,
	any Lender, the Issuing Lender or any of their respective Affiliates on a
	nonconfidential basis from a source other than the Borrower.  Any Person
	required to maintain the confidentiality of Information as provided in this
	Section shall be considered to have complied with its obligation to do so if
	such Person has exercised the same degree of care to maintain the
	confidentiality of such Information as such Person would accord to its own
	confidential information.

(b)              
Sharing Information With
	Affiliates of the Lenders.   The Borrower acknowledges that from time to
	time financial advisory, investment banking and other services may be
	offered or provided to the Borrower or one or more of its Affiliates (in
	connection with this Agreement or otherwise) by any Lender or by one or more
	Subsidiaries or Affiliates of such Lender and the Borrower hereby authorizes
	each Lender to share any information delivered to such Lender by the
	Borrower and its Subsidiaries pursuant to this Agreement to any such
	Subsidiary or Affiliate subject to the provisions of Section 11.9(a)
	[General].

11.10      Counterparts; Integration; Effectiveness.

(a)               
Counterparts; Integration; Effectiveness.   This
	Agreement may be executed in counterparts (and by different parties hereto
	in different counterparts), each of which shall constitute an original, but
	all of which when taken together shall constitute a single contract.  This
	Agreement and the other Loan Documents, and any separate letter agreements
	with respect to fees payable to the Administrative Agent, constitute the
	entire contract among the parties relating to the subject matter hereof and
	supersede any and all previous agreements and understandings, oral or
	written, relating to the subject matter hereof including any prior
	confidentiality agreements and commitments.  Except as provided in Section 7
	[Conditions Of Lending And Issuance Of Letters Of Credit], this Agreement
	shall become effective when it shall have been executed by the
	Administrative Agent and when the Administrative Agent shall have received
	counterparts hereof that, when taken together, bear the signatures of each
	of the other parties hereto.  Delivery of an executed counterpart of a
	signature page of this Agreement by telecopy or e-mail shall be effective as
	delivery of a manually executed counterpart of this Agreement.

11.11     
	CHOICE OF LAW; SUBMISSION TO JURISDICTION; WAIVER OF VENUE; SERVICE OF
	PROCESS; WAIVER OF JURY TRIAL.

(a)               
Governing Law.   This Agreement shall be deemed to be a contract under
the Laws of the State of Indiana without regard to its conflict of laws
principles.  Each standby Letter of Credit issued under this Agreement
shall be subject either to the rules of the Uniform Customs and Practice for
Documentary Credits, as most recently published by the International Chamber of
Commerce (the "ICC") at the time of issuance ("UCP")
or the rules of the International Standby Practices (ICC Publication Number 590)
("ISP98"), as determined by the
	Issuing Lender, and each trade Letter of Credit shall be subject to UCP, and
	in each case to the extent not inconsistent therewith, the Laws of the State
	of Indiana without regard to is conflict of laws principles.

(b)              
SUBMISSION TO JURISDICTION.   THE BORROWER IRREVOCABLY AND
	UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE
	JURISDICTION OF THE COURTS OF THE STATE OF INDIANA SITTING IN MARION COUNTY
	AND OF THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF
	INDIANA, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR
	PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN
	DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE
	PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN
	RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH
	INDIANA STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW,
	IN SUCH FEDERAL COURT.  EACH OF THE PARTIES HERETO AGREES THAT A FINAL
	JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE
	ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER
	MANNER PROVIDED BY LAW.  NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN
	DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT, ANY LENDER OR
	THE ISSUING LENDER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING
	RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST THE BORROWER
	OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.

(c)               
	WAIVER OF VENUE.   THE BORROWER IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO
	THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY
	NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING
	ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT IN
	ANY COURT REFERRED TO IN THIS SECTION 11.11.  EACH OF THE PARTIES HERETO
	HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE
	LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION
	OR PROCEEDING IN ANY SUCH COURT AND AGREES NOT ASSERT ANY SUCH DEFENSE.

(d)              
SERVICE OF PROCESS.   EACH PARTY HERETO IRREVOCABLY
	CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION
	11.5 [NOTICES; EFFECTIVENESS; ELECTRONIC COMMUNICATION].  NOTHING IN THIS
	AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY
	OTHER MANNER PERMITTED BY APPLICABLE LAW.

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

11.12      USA Patriot Act Notice.   Each Lender that is subject
	to the USA Patriot Act and the Administrative Agent (for itself and not on
	behalf of any Lender) hereby notifies the Borrower that pursuant to the
	requirements of the USA Patriot Act, it is required to obtain, verify and
	record information that identifies the Borrower, which information includes
	the name and address of the Borrower and other information that will allow
	such Lender or Administrative Agent, as applicable, to identify the Borrower
	in accordance with the USA Patriot Act.  

[SIGNATURE PAGES FOLLOW]    
	

[SIGNATURE PAGE TO CREDIT AGREEMENT]   

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

					
	 	 	 	Indianapolis Power & Light Company	 
	 	 	 	 	 
	 	 	 	/s/ Connie R. Horwitz	 
	 	 	 	Connie R. Horwitz	 
	 	 	 	Treasurer and Assistant Secretary	 





					
	 	 	 	PNC BANK, NATIONAL ASSOCIATION, individually and as Administrative
		Agent	 
	 	 	 	 	 
	 	 	 	/s/ Tracy J. Venable	 
	 	 	 	Tracy J. Venable	 
	 	 	 	Senior Vice President	 




					
	 	 	 	BANK OF AMERICA, N.A., individually and as Syndication Agent	 
	 	 	 	 	 
	 	 	 	/s/ Justin Martin	 
	 	 	 	Justin Martin	 
	 	 	 	Vice President	 




					
	 	 	 	UNION BANK, N.A., individually and as Documentation Agent	 
	 	 	 	 	 
	 	 	 	/s/ Jesus Serrano	 
	 	 	 	Jesus Serrano	 
	 	 	 	Vice President	 




					
	 	 	 	JPMORGAN CHASE BANK, N.A.	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 




					
	 	 	 	U.S. BANK NATIONAL ASSOCIATION	 
	 	 	 	 	 
	 	 	 	/s/ Eric Cosgrove	 
	 	 	 	Eric Cosgrove	 
	 	 	 	Vice President	 




					
	 	 	 	THE HUNTINGTON NATIONAL BANK	 
	 	 	 	 	 
	 	 	 	/s/ Gregory S. Leszczuk	 
	 	 	 	Gregory S. Leszczuk	 
	 	 	 	Vice President	 




					
	 	 	 	FIFTH THIRD BANK	 
	 	 	 	 	 
	 	 	 	/s/ William J. Krummen	 
	 	 	 	William J. Krummen	 
	 	 	 	Vice President	 







SCHEDULE 1.1(A) 

PRICING GRID-- 

VARIABLE PRICING AND FEES
	BASED ON BORROWER'S RATING            

 
The "Applicable Margin", "Applicable
	Commitment Fee Rate" and "Applicable Letter of Credit Fee Rate" for any day
	are the respective rates per annum set forth below corresponding to the
	Status that exists on such day:    



	Level	
		Borrower's Rating(Fitch/Moody's/S&P)	Applicable Margin for LIBOR Loan	Applicable  Margin for Base Rate Loan	Applicable Commitment Fee Rate	Applicable Letter of Credit Fee Rate
	1	≥ A-/A3/A-	1.25%	0.25%	0.15%	1.25%
	2	≥ BBB+/Baa1/BBB+	1.50%	0.50%	0.20%	1.50%
	3	≥ BBB/Baa2/BBB	1.75%	0.75%	0.25%	1.75%
	4	≥ BBB-/Baa3/BBB-	2.00%	1.00%	 0.30%	2.00%
	5	≥ BB+/Ba1/BB+	2.50%	1.50%	0.40%	2.50%
	6	< BB+/Ba1/BB+	2.75%	1.75%	0.50%	2.75%




For purposes of this
	Schedule, the following terms have the following meanings:

"Fitch" means
	Fitch, Inc.

"Fitch Rating" means the rating assigned to the senior unsecured
	long-term debt securities of the Borrower without third-party credit
	enhancement, and any rating assigned to any other debt security of Fitch
	shall be disregarded.  If Fitch does not maintain a senior unsecured debt
	rating for the Borrower, "Fitch Rating" shall mean the corporate credit
	rating assigned by Fitch to the Borrower.  The rating in effect on any date
	is that in effect on the close of business on such date.

"Moody's" means
	Moody's Investors Service, Inc.

"Moody's Rating" means the rating assigned to
the senior unsecured long-term debt securities of the Borrower without
third-party credit enhancement, and any rating assigned to any other debt
security of the Borrower shall be disregarded.  If Moody's does not
maintain a senior unsecured debt rating for the Borrower, "Moody's Rating" shall mean
	the corporate credit rating assigned by Moody's to the Borrower.    The
	rating in effect on any date is that in effect on the close of business on
	such date.

"Rating" means a Fitch Rating, Moody's Rating or S&P Rating, as
	appropriate.

"Rating Agency" means Fitch, Moody's or S&P, as appropriate.

"S&P" means Standard & Poor's Ratings Group.

"S&P Rating" means the rating assigned to the
senior unsecured long-term debt securities of the Borrower without third-party
credit enhancement, and any rating assigned to any other debt security of the
Borrower shall be disregarded.  If S&P does not maintain a senior unsecured
debt rating for the Borrower, "S&P Rating" shall
	mean the corporate credit rating assigned by S&P to the Borrower.    The
	rating in effect on any date is that in effect on the close of business on
	such date.

"Status" refers to the determination of which of Level 1 Status,
	Level 2 Status, Level 3 Status, Level 4 Status, Level 5 Status or Level 6
	Status exists at any date.  

For purposes of the foregoing, (a) if no Rating Agency shall have in effect a
Rating, the Applicable Margin and the Applicable Commitment Fee Rate will be set
in accordance with Level 6; (b) if only one Rating Agency shall have in effect a
Rating, the Applicable Margin and the Applicable Commitment Fee Rate shall be
determined by reference to the available Rating; (c) if only two of the Rating
Agencies have in effect a Rating and such Ratings shall fall within different
levels, the Applicable Margin and the Applicable Commitment Fee Rate shall be
based upon the higher Rating unless such Ratings differ by two or more levels,
in which case the applicable level will be deemed to be one level below the
higher of such levels; (d) if the Ratings shall fall within three different
levels, then the Applicable Margin and the Applicable Commitment Fee Rate shall
be based upon one level above the mid-point between the highest and lowest
Rating (or if such calculation does not yield an exact mid-point Rating, the
higher of the two intermediate mid-point Ratings); (e) if the Ratings shall fall
within different levels and two of the Ratings fall in the same level (the "Majority Level"), and the third Rating is in a
	different level, then the Applicable Margin and the Applicable Commitment
	Fee Rate shall be determined by reference to the Majority Level; (f) if any
	Rating shall be changed, such change shall be effective as of the date on
	which such change is first announced publicly by the Rating Agency making
	such change.            

SCHEDULE 1.1(B)

COMMITMENTS OF LENDERS AND
	ADDRESSES FOR NOTICES 

Part 1 - Commitments of Lenders and Addresses for
	Notices to Lenders 


	Lender	Facility A Commitment	Facility B Commitment	Revolving Credit Commitment	Ratable Share
	Name:  PNC Bank, National Association Address:  101 W. Washington, Suite 200E Indianapolis, IN  46255                          Attention:  Tracy J. Venable               
		Telephone:    (317) 267-7066                Telecopy:      (317) 267-8899	$54,444,000	$10,556,000	$65,000,000	26.000000000%
	Name:  Bank of America, N.A.                Address:  One Bryant
	Park NY1-100-32-01 New York, NY 10036                           Attention:  Justin Martin                       
		Telephone:   (646) 855-1964             Telecopy:     (646) 855-1936	$35,598,000	$6,902,000	$42,500,000	17.000000000%
	Name:  Union Bank, N.A.                       Address:  445 S. Figueroa Street                     Los Angeles, CA 90071                        Attention:  Jesus Serrano                    Telephone:    (213) 236-4194            Telecopy:      (213) 236-4096	$35,598,000	$6,902,000	$42,500,000	17.000000000%
	Name:  JPMorgan Chase Bank, N.A.         Address:  383 Madison Avenue, Floor 24      New
	York, NY 10179                          Attention:  Juan J. Javellana                  Telephone:     (212)
	270-4272          Telecopy:       (212) 270-3897	$20,940,000	$4,060,000	$25,000,000	10.000000000%
	Name:  U.S. Bank National Association  Address:  425
	Walnut Street 8th Floor ML CN-OH-W8                                                 Cincinnati, OH 45202                            Attention:  Shawn O'hara                   Telephone:    (917) 256-2805           
		Telecopy:      (513) 632-2068	$20,940,000	$4,060,000	$25,000,000	10.000000000%
	Name:  The Huntington National Bank          Address:  41 South High Street             Columbus, OH 43215                           Attention:  Joseph A Tonges                 Telephone:    (614) 480-3722               Telecopy:      (877) 274-8593	$20,940,000	$4,060,000	$25,000,000	10.000000000%
	Name: Fifth Third Bank                          Address:  5050 Kingsley Drive                      
	Mail Drop:1MOC2B                                    Cincinnati, OH 45263                             Attention:  William J. Krummen           
	Telephone:    (317) 383-2145            Telecopy:      (317) 383-2320	$20,940,000	$4,060,000	$25,000,000	10.000000000%
	Total	$209,400,000	$40,600,000	$250,000,000	100%



SCHEDULE 1.1(B) 

COMMITMENTS OF
	LENDERS AND ADDRESSES FOR NOTICES   

 
Part 2 - Addresses for Notices to
	Borrower and Guarantors: 

ADMINISTRATIVE AGENT
Name: PNC Bank, National
	Association

Address: One PNC Center, Suite 400E

Indianapolis, IN 46255

Attention: Tracy J. Venable

Telephone:        (317) 267-7066

Telecopy:         (317) 267-7399

 
With a Copy To:

Agency Services, PNC Bank,
	National Association

Mail Stop: P7-PFSC-04-I

Address: 500 First Avenue

Pittsburgh, PA 15219

Attention:          Agency Services

Telephone:       
	(412) 762-6442

Telecopy:         (412) 762-8672

 
BORROWER: 

Name: Indianapolis
	Power & Light Company

Address: One Monument Circle

Indianapolis, IN 46204

Attention: Connie R. Horwitz   

Telephone:        (317) 261-8670

Telecopy:         (317) 281-9815   



SCHEDULE 6.1(a)

QUALIFICATIONS TO DO BUSINESS




Indianapolis Power & Light Company                           Indiana  

 

IPL Funding Corporation                                              Indiana  
        






SCHEDULE 6.1(B)

SUBSIDIARIES AND OWNERS



Subsidiary:





	Name	Jurisdiction of Organization	Amount, percentage and type of Equity Interest in Subsidiary
	IPL Funding Corporation	Indiana	1,000 Shares of common stock 100% of common equity in IPL Funding Corporation










Owner:





	Name	
		 	Amount, percentage and type of common equity interest of Borrower
	IPALCO Enterprises, Inc.	 	17,206,630 Shares of common stock 100% of the common equity interest of Indianapolis Power & Light Company




There are no options, warrants or other rights outstanding to purchase any
equity interest in either Indianapolis Power & Light Company or IPALCO
Enterprises, Inc.




SCHEDULE 6.1(e)

LITIGATION


Asbestos litigation:


As of December 14, 2010 IPL is a defendant in a little less than one hundred
lawsuits alleging personal injury or wrongful death stemming from exposure to
asbestos and asbestos containing products formerly located in IPL power plants.
IPL has been named as a "premises defendant" meaning that IPL did not mine,
manufacture, distribute or install asbestos or asbestos containing products.
These suits have been brought on behalf of persons who worked for contractors or
subcontractors hired by IPL. IPL has insurance which may cover some portions of
these claims; currently, these cases are being defended by counsel retained by
various insurers who wrote policies applicable to the period of time during
which much of the exposure has been alleged.  It is possible that a material
additional loss with regard to the asbestos lawsuits could be incurred. At this
time, an estimate of additional loss cannot be made. IPL has settled a number of
asbestos related lawsuits for amounts which, individually and in the aggregate,
were not material to IPL or IPALCO's results of operations, financial condition
or cash flows. Historically, settlements paid on IPL's behalf have been
comprised of proceeds from one or more insurers along with comparatively smaller
contributions by IPL. We are unable to estimate the number of, the effect of, or
losses or range of loss which are reasonably possible from the pending lawsuits
or any additional asbestos suits. Furthermore, we are unable to estimate the
portion of a settlement amount, if any, that may be paid from any insurance
coverage for any known or unknown claims. Accordingly, there is no assurance
that the pending or any additional suits will not have a material adverse effect
on IPALCO's results of operations, financial condition or cash flows.


EPA New Source Review:


In October 2009, IPL received a Notice of Violation and Finding of Violation
("NOV") from the U.S. Environmental Protection Agency pursuant to the U.S. Clean
Air Act ("CAA") Section 113(a). The NOV alleges violations of the CAA at IPL's
three coal-fired electric generating facilities dating back to 1986. The alleged
violations primarily pertain to the Prevention of Significant Deterioration and
Nonattainment New Source Review Requirements under the CAA. Since receiving the
letter, IPL management has met with the U.S. Environmental Protection Agency
("EPA") staff and is currently in discussions with the EPA regarding possible
resolutions of the NOV. At this time, we cannot predict the ultimate resolution
of this matter. However, settlements and litigated outcomes of similar cases
have required companies to pay civil penalties and to install additional
pollution control technology systems on coal-fired electric generating units. A
similar outcome in this case could have a material impact to our business. We
would seek recovery of any operating or capital expenditures related to air
pollution control technology systems to reduce air regulated emissions; however,
there can be no assurances that we would be successful in that regard.









SCHEDULE 6.1(n)



ENVIRONMENTAL DISCLOSURES 


EPA New Source Review:


In October 2009, IPL received a Notice of Violation and Finding of Violation
("NOV") from the U.S. Environmental Protection Agency pursuant to the U.S. Clean
Air Act ("CAA") Section 113(a). The NOV alleges violations of the CAA at IPL's
three coal-fired electric generating facilities dating back to 1986. The alleged
violations primarily pertain to the Prevention of Significant Deterioration and
Nonattainment New Source Review Requirements under the CAA. Since receiving the
letter, IPL management has met with the U.S. Environmental Protection Agency
("EPA") staff and is currently in discussions with the EPA regarding possible
resolutions of the NOV. At this time, we cannot predict the ultimate resolution
of this matter. However, settlements and litigated outcomes of similar cases
have required companies to pay civil penalties and to install additional
pollution control technology systems on coal-fired electric generating units. A
similar outcome in this case could have a material impact to our business. We
would seek recovery of any operating or capital expenditures related to air
pollution control technology systems to reduce air regulated emissions; however,
there can be no assurances that we would be successful in that regard.







SCHEDULE 7.1(a)

REQUIREMENTS OF OPINION OF COUNSEL



The opinions of counsel shall confirm those representations and warranties
contained in Section 6.1 of the Credit Agreement which are listed below: 



6.1.1    Organization and Qualification; Power and Authority 



6.1.2    Subsidiaries; Investment Companies 



6.1.3    Validity and Binding Effect 



6.1.4    No Conflict; Consents 



6.1.5    Litigation



Such other matters as the Administrative Agent may reasonably request 









SCHEDULE 8.2(p)

EXISTING INVESTMENTS





	Name	Book Value at 11/30/2010
	IPL Funding Corporation	$717,254.82
	Tecumseh Coal Common Stock	($51,661.59)
	Lynx Capital Corporation	$100,000.00
	City of Petersburg 1995B	$40,000,000.00
	Available for sale securities	$1,684,238.00










 



	

	
	  EXHIBIT 1.1(A)   

	ASSIGNMENT AND ASSUMPTION AGREEMENT 

	This Assignment and Assumption Agreement (the "Assignment
	and Assumption") is dated as of the Effective Date set forth below and is
	entered into by and between [Insert name of Assignor] (the "Assignor") and
	[Insert name of Assignee] (the "Assignee").  Capitalized terms used but not
	defined herein shall have the meanings given to them in the Credit Agreement
	identified below (as the same may be amended, restated, modified, or
	supplemented, the "Credit Agreement"), receipt of a copy of which is hereby
	acknowledged by the Assignee.  The Standard Terms and Conditions set forth
	in Annex 1 attached hereto are hereby agreed to and incorporated herein by
	reference and made a part of this Assignment and Assumption as if set forth
	herein in full. 

	For an agreed consideration, the Assignor hereby
	irrevocably sells and assigns to the Assignee, and the Assignee hereby
	irrevocably purchases and assumes from the Assignor, subject to and in
	accordance with the Standard Terms and Conditions and the Credit Agreement,
	as of the Effective Date inserted by the Administrative Agent as
	contemplated below (i) all of the Assignor's rights and obligations in its
	capacity as a Lender under the Credit Agreement and any other documents or
	instruments delivered pursuant thereto to the extent related to the amount
	and percentage interest identified below of all of such outstanding rights
	and obligations of the Assignor under the respective facilities identified
	below (including, without limitation, any Letters of Credit included in such
	facilities), and (ii) to the extent permitted to be assigned under
	applicable law, all claims, suits, causes of action and any other right of
	the Assignor (in its capacity as a Lender) against any Person, whether known
	or unknown, arising under or in connection with the Credit Agreement, any
	other documents or instruments delivered pursuant thereto or the loan
	transactions governed thereby or in any way based on or related to any of
	the foregoing, including, but not limited to, contract claims, tort claims,
	malpractice claims, statutory claims and all other claims at law or in
	equity related to the rights and obligations sold and assigned pursuant to
	clause (i) above (the rights and obligations sold and assigned pursuant to
	clauses (i) and (ii) above being referred to herein collectively as, the
	"Assigned Interest").  Such sale and assignment is without recourse to the
	Assignor and, except as expressly provided in this Assignment and
	Assumption, without representation or warranty by the Assignor. 

	1.                 
	Assignor:                                  ______________________________
	

	2.                 
	Assignee:                                  ______________________________
	[and is an Affiliate of [identify Lender]] 

	3.                 
	Borrower:                                 INDIANAPOLIS POWER & LIGHT COMPANY
	

	4.                  Administrative Agent:               
	PNC BANK, NATIONAL ASSOCIATION, as the administrative agent under the Credit
	Agreement 

	5.                  Credit Agreement:                   
	The Credit Agreement dated as of December 14, 2010, among Indianapolis Power
	& Light Company, the Lenders party thereto, and PNC Bank, National
	Association, as Administrative Agent. 

	6.                  Assigned Interest:

	 Facility Assigned Aggregate Amount of
	Commitment/Loans for all Lenders Amount of Commitment/ Loans Assigned
	Percentage Assigned of Commitment/Loans[1] CUSIP Number
	Revolving Credit Commitment $ $                %     

	7.                  [Trade Date:                         
	______________][2] 

	    [1] Set forth, to at least 9
	decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 

	[2] To be completed if the Assignor and the Assignee
	intend that the minimum assignment amount is to be determined as of the
	Trade Date. 

	

	Effective Date:   ________________, 20___ [TO BE INSERTED
	BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION
	OF TRANSFER IN THE REGISTER THEREFOR.][3] 

	The terms set
	forth in this Assignment and Assumption are hereby agreed to: 


						
	 	 	 	ASSIGNOR	 
	 	 	 	 	 
	 	 	 	By: 	 
	 	 	 	Name:	 
	 	 	 	Title:	 



						
	 	 	 	ASSIGNEE	 
	 	 	 	 	 
	 	 	 	By: 	 
	 	 	 	Name:	 
	 	 	 	Title:	 




						
	 	Consented to and Accepted:	 	 	 
	 	 	 	 	 
	 	PNC BANK, NATIONAL ASSOCIATION,	 	 	 
	 	as Administrative Agent	 	 	 
	 	 	 	 	 
					
	 	By:	 	 	 
	 	Name:	 	 	 
	 	Title:	 	 	 
	 	 	 	 	 




						
	 	Consented to[4]:	 	 	 
	 	 	 	 	 
	 	INDIANAPOLIS POWER & LIGHT COMPANY	 	 	 
	 	 	 	 	 
					
	 	By:	 	 	 
	 	Name:	 	 	 
	 	Title:	 	 	 
	 	 	 	 	 



	 

	[3] Assignor shall pay a fee of
	$3,500to the Administrative Agent in connection with the Assignment and
	Assumption.                                  

	
	
		[4] If applicable. 

	

	

		ANNEX 1 

	INDIANAPOLIS POWER & LIGHT COMPANY 

	CREDIT FACILITY 

	STANDARD TERMS AND CONDITIONS

	 FOR ASSIGNMENT AND ASSUMPTION AGREEMENT

	

	     1.         Representations and Warranties.  

	1.1       Assignor.  The Assignor (a) represents and
	warrants that (i) it is the legal and beneficial owner of the Assigned
	Interest, (ii) the Assigned Interest is free and clear of any lien,
	encumbrance or other adverse claim, and (iii) it has full power and
	authority, and has taken all action necessary, to execute and deliver this
	Assignment and Assumption and to consummate the transactions contemplated
	hereby; and (b) assumes no responsibility with respect to (i) any
	statements, warranties or representations made in or in connection with the
	Credit Agreement or any other Loan Document, (ii) the execution, legality,
	validity, enforceability, genuineness, sufficiency or value of the Loan
	Documents or any collateral thereunder, (iii) the financial condition of the
	Borrower, any of its Subsidiaries or any other Person obligated in respect
	of any Loan Document, or (iv) the performance or observance by the Borrower,
	any of its Subsidiaries or any other Person of any of their respective
	obligations under any Loan Document. 

	1.2.      Assignee.  The Assignee (a) represents and
	warrants that (i) it has full power and authority, and has taken all action
	necessary, to execute and deliver this Assignment and Assumption and to
	consummate the transactions contemplated hereby and to become a Lender under
	the Credit Agreement, (ii) it meets all requirements of an eligible assignee
	under the Credit Agreement (subject to receipt of such consents as may be
	required under the Credit Agreement), (iii) from and after the Effective
	Date, it shall be bound by the provisions of the Credit Agreement as a
	Lender thereunder and, to the extent of the Assigned Interest, shall have
	the obligations of a Lender thereunder, (iv) it has received a copy of the
	Credit Agreement, together with copies of the most recent financial
	statements delivered pursuant to Section 8.3 [Reporting Requirements]
	thereof, as applicable, and such other documents and information as it has
	deemed appropriate to make its own credit analysis and decision to enter
	into this Assignment and Assumption and to purchase the Assigned Interest on
	the basis of which it has made such analysis and decision independently and
	without reliance on the Administrative Agent or any other Lender, and (v) if
	Assignee is not incorporated or organized under the Laws of the United
	States of America or a state thereof, attached to the Assignment and
	Assumption is any documentation required to be delivered by it pursuant to
	the terms of the Credit Agreement, duly completed and executed by the
	Assignee; and (b) agrees that (i) it will, independently and without
	reliance on the Administrative Agent, the Assignor or any other Lender, and
	based on such documents and information as it shall deem appropriate at the
	time, continue to make its own credit decisions in taking or not taking
	action under the Loan Documents, and (ii) it will perform in accordance with
	their terms all of the obligations which by the terms of the Loan Documents
	are required to be performed by it as a Lender. 

	2.         Payments.  From and after the Effective Date,
	the Administrative Agent shall make all payments in respect of the Assigned
	Interest (including payments of principal, interest, fees and other amounts)
	to the Assignor for amounts which have accrued to but excluding the
	Effective Date and to the Assignee for amounts which have accrued from and
	after the Effective Date. 

	3.         General Provisions.  This Assignment and
	Assumption shall be binding upon, and inure to the benefit of, the parties
	hereto and their respective successors and assigns.  This Assignment and
	Assumption may be executed in any number of counterparts, which together
	shall constitute one instrument.  Delivery of an executed counterpart of a
	signature page of this Assignment and Assumption by telecopy shall be
	effective as delivery of a manually executed counterpart of this Assignment
	and Assumption.  This Assignment and Assumption shall be governed by, and
	construed in accordance with, the internal laws of the State of Indiana
	without regard to its conflict of laws principles.





EXHIBIT 1.1(N)(1) 

	REVOLVING CREDIT NOTE
	


 


$______________                                                                                      
Pittsburgh, Pennsylvania

                                                                                                                          
December 14, 2010

 

FOR VALUE RECEIVED, the undersigned, INDIANAPOLIS
POWER & LIGHT COMPANY, an Indiana corporation (herein called the "Borrower"),
hereby unconditionally promises to pay to the order of
[________________________________] (the "Lender"), the lesser
of (i) the principal sum of [______________________________ Dollars
(US$____________)], or (ii) the aggregate unpaid principal balance of all
Revolving Credit Loans made by the Lender to the Borrower pursuant to Section
2.7(d) [Repayment of Revolving Credit Loans] of the Credit Agreement, dated as
of the date hereof, among the Borrower, the Lenders now or hereafter party
thereto and PNC Bank, National Association, as administrative agent,
(hereinafter referred to in such capacity as the "Administrative Agent")
(as amended, restated, modified, or supplemented from time to time, the "Credit
Agreement"), together with all outstanding interest thereon on the
Expiration Date. 

The Borrower shall pay interest on the unpaid principal balance hereof from time
to time outstanding from the date hereof at the rate or rates per annum
specified by the Borrower pursuant to, or as otherwise provided in, the Credit
Agreement.  Subject to the provisions of the Credit Agreement, interest on this
Revolving Credit Note will be payable pursuant to Section 5.5 [Interest Payment
Dates] of, or as otherwise provided in, the Credit Agreement.  If any payment or
action to be made or taken hereunder shall be stated to be or become due on a
day which is not a Business Day, such payment or action shall be made or taken
on the next following Business Day, unless otherwise provided in the Credit
Agreement, and such extension of time shall be included in computing interest or
fees, if any, in connection with such payment or action.  Upon the occurrence
and during the continuation of an Event of Default, the Borrower shall pay
interest on the entire principal amount of the then outstanding Revolving Credit
Loans evidenced by this Revolving Credit Note and all other obligations due and
payable to the Lender pursuant to the Credit Agreement and the other Loan
Documents at a rate per annum as set forth in Section 4.3 [Interest After
Default] of the Credit Agreement.  Such interest rate will accrue before and
after any judgment has been entered. 

Subject to the provisions of the Credit Agreement, payments of both principal
and interest shall be made without setoff, counterclaim or other deduction of
any nature at the office of the Administrative Agent located at 500 First
Avenue, Pittsburgh, Pennsylvania 15219 unless otherwise directed in writing by
the Administrative Agent, in lawful money of the United States of America in
immediately available funds. 

This Revolving Credit Note is one of the Notes referred to in, and is entitled
to the benefits of, the Credit Agreement and the other Loan Documents, including
the representations, warranties, covenants, conditions contained therein.  The
Credit Agreement among other things contains provisions for acceleration of the
maturity hereof upon the happening of certain stated events and also for
prepayments, in certain circumstances, on account of principal hereof prior to
maturity upon the terms and conditions therein specified.  The Borrower waives
presentment, demand, notice, protest and all other demands and notices in
connection with the delivery, acceptance, performance, default or enforcement of
this Revolving Credit Note and the Credit Agreement. 

This Revolving Credit Note shall bind the Borrower and its successors and
assigns, and the benefits hereof shall inure to the benefit of the Lender and
its successors and assigns.  All references herein to the "Borrower" and the
"Lender" shall be deemed to apply to the Borrower and the Lender, respectively,
and their respective successors and assigns as permitted under the Credit
Agreement. 



This Revolving Credit Note and any other documents delivered in connection
herewith and the rights and obligations of the parties hereto and thereto shall
for all purposes be governed, by and construed and enforced in accordance with,
the internal laws of the State of Indiana without giving effect to its conflicts
of law principles. 



All capitalized terms used herein shall, unless otherwise defined herein, have
the same meanings given to such terms in the Credit Agreement and Section 1.2
[Construction] of the Credit Agreement shall apply to this Revolving Credit
Note.   

[SIGNATURE PAGE FOLLOWS] 



  [SIGNATURE PAGE TO REVOLVING CREDIT NOTE]










IN WITNESS WHEREOF, and intending to be legally bound hereby, the undersigned
has executed this Revolving Credit Note by its duly authorized officer with the
intention that it constitute a sealed instrument.



 

INDIANAPOLIS POWER & LIGHT COMPANY

    
                                                                        By:

                                                                              
                                                                       
Name:                                                                         
                                                                       
Title:                                                                            
    

 

 



EXHIBIT 1.1(N)(2)  

 

SWING LOAN NOTE 


$20,000,000                                                                                                
Pittsburgh, Pennsylvania

                                                                                                                          
December 14, 2010 

FOR VALUE RECEIVED, the undersigned, INDIANAPOLIS POWER & LIGHT COMPANY, an
Indiana corporation (herein called the "Borrower"), hereby unconditionally
promises to pay to the order of PNC BANK, NATIONAL ASSOCIATION (the "Lender"),
the lesser of (i) the principal sum of Twenty Million Dollars (US$20,000,000),
or (ii) the aggregate unpaid principal balance of all Swing Loans made by the
Lender to the Borrower pursuant to the Credit Agreement, dated as of the date
hereof among the Borrower, the Lenders now or hereafter party thereto, and the
Lender, as administrative agent (hereinafter referred to in such capacity as the
"Administrative Agent") (as amended, restated, modified, or supplemented from
time to time, the "Credit Agreement"), payable with respect to each Swing Loan
evidenced hereby on the earlier of (i) demand by the Lender or (ii) on the
Expiration Date. 

The Borrower shall pay interest on the unpaid principal balance of each Swing
Loan from time to time outstanding from the date hereof at the rate per annum
and on the date(s) provided in the Credit Agreement.  Subject to the provisions
of the Credit Agreement, interest on this Swing Loan Note will be payable
pursuant to Section 5.5 [Interest Payment Dates] of, or as otherwise provided
in, the Credit Agreement.  If any payment or action to be made or taken
hereunder shall be stated to be or become due on a day which is not a Business
Day, such payment or action shall be made or taken on the next following
Business Day, unless otherwise provided in the Credit Agreement, and such
extension of time shall be included in computing interest or fees, if any, in
connection with such payment or action.  Upon the occurrence and during the
continuation of an Event of Default, the Borrower shall pay interest on the
entire principal amount of the then outstanding Swing Loans evidenced by this
Swing Loan Note at a rate per annum as set forth in Section 4.3 [Interest After
Default] of the Credit Agreement.  Such interest rate will accrue before and
after any judgment has been entered. 

Subject to the provisions of the Credit Agreement, payments of both principal
and interest shall be made without setoff, counterclaim or other deduction of
any nature at the office of the Administrative Agent located at 500 First
Avenue, Pittsburgh, Pennsylvania 15219, unless otherwise directed in writing by
the holder hereof, in lawful money of the United States of America in
immediately available funds. 

This Swing Loan Note is one of the Notes referred to in, and is entitled to
the benefits of, the Credit Agreement and the other Loan Documents, including
the representations, warranties, covenants, conditions contained therein.  The
Credit Agreement among other things contains provisions for acceleration of the
maturity hereof upon the happening of certain stated events and also for
prepayments, in certain circumstances, on account of principal hereof prior to
maturity upon the terms and conditions therein specified.  The Borrower waives
presentment, demand, notice, protest and all other demands and notices in
connection with the delivery, acceptance, performance, default or enforcement of
this Swing Loan Note and the Credit Agreement. 

The Borrower acknowledges and agrees that the Lender may at any time and in
its sole discretion demand payment of all amounts outstanding under this Swing
Loan Note without prior notice to the Borrower. 

This Swing Loan Note shall bind the Borrower and its successors and assigns,
and the benefits hereof shall inure to the benefit of the Lender and its
successors and assigns.  All references herein to the "Borrower" and the
"Lender" shall be deemed to apply to the Borrower and the Lender, respectively,
and their respective successors and assigns as permitted under the Credit
Agreement. 

This Swing Loan Note and any other documents delivered in connection herewith
and the rights and obligations of the parties hereto and thereto shall for all
purposes be governed, by and construed and enforced in accordance with, the
internal laws of the State of Indiana without giving effect to its conflicts of
law principles. 

All capitalized terms used herein shall, unless otherwise defined herein,
have the same meanings given to such terms in the Credit Agreement and Section
1.2 [Construction] of the Credit Agreement shall apply to this Swing Loan Note.


[SIGNATURE PAGE FOLLOWS]     



[SIGNATURE PAGE 1 OF 1 TO SWING LOAN NOTE] 


IN WITNESS WHEREOF, and intending to be legally bound hereby, the undersigned
has executed this Swing Loan Note by its duly authorized officers with the
intention that it constitute a sealed instrument.

 INDIANAPOLIS POWER & LIGHT COMPANY    
                                                                        


By:                                                                              
                                                                        


Name:                                                                         
                                                                        


Title:                                                                            
        

 

 



EXHIBIT 2.6(A)

FORM OF 

BORROWER LOAN REQUEST

 



TO:      PNC Bank, National Association, as Administrative Agent 

            PNC Firstside
Center 

            500 First
Avenue, Mail-Stop:  P7-PFSC-05-W 

            Pittsburgh,
PA  15219 

            Telephone
No.:  (412) 768-5439 

            Telecopier
No.:  (412) 705-2006                       

            Attn:  Carrie
Ann Gary 





FROM:         Indianapolis Power & Light Company, an Indiana corporation (the "Borrower")


RE:        Credit Agreement (as it may be amended, restated, modified or
supplemented, the 

            "Credit
Agreement"), dated as December 14, 2010, by and among the Borrower,


            the Lenders
party thereto and PNC Bank, National Association, as administrative 

            agent for the
Lenders, (the "Administrative Agent"). 

Capitalized terms not otherwise defined herein shall have the respective
meanings given to them by the Agreement. 

A. Pursuant to Section 2.6(a) [Revolving Credit Loan Requests] of the Credit
Agreement, the undersigned Borrower irrevocably requests [check one line
under 1.(a) below and fill in blank space next to the line as appropriate]:
  

1(a) ________  A new Facility A Loan, OR

  ________  Renewal of the LIBOR Rate Option applicable to an
outstanding Facility A Loan originally made on __________ , 20__, OR

  ________  Renewal of the LIBOR Rate Option applicable to an
outstanding Facility B Loan originally made on __________ , 20__, OR    
               Conversion of the Base Rate Option applicable to an outstanding
Facility A Loan originally made on _________, 20__ to a Loan to which the LIBOR
Rate Option applies, OR

  ________  Conversion of the Base Rate Option applicable to an
outstanding Facility B Loan originally made on _________, 20__ to a Loan to
which the LIBOR Rate Option applies, OR

  ________  Conversion of the LIBOR Rate Option applicable to an
outstanding Facility A Loan originally made on __________ __, 20__ to a Loan to
which the Base Rate Option applies.                    

  ________  Conversion of the LIBOR Rate Option applicable to an
outstanding Facility B Loan originally made on __________ __, 20__ to a Loan to
which the Base Rate Option applies.   

SUCH NEW, RENEWED OR CONVERTED LOAN SHALL BEAR INTEREST: 

[Check one line under 1.(b) below and fill in blank spaces in line next
to line]:   

1(b)(i)                Under the Base Rate Option.  Such Loan shall have a
Borrowing Date of __________, 20___ (which date shall be the same Business Day
of receipt by the Administrative Agent by 11:00 a.m. eastern time of this Loan
Request for making a new Facility A Loan to which the Base Rate Option applies,
or (ii) the last day of the preceding Interest Period if a Loan to which the
LIBOR Rate Option applies is being converted to a Loan to which the Base Rate
Option applies).       OR   

(ii)                Under the LIBOR Rate Option.  Such Loan shall have a
Borrowing Date of _____________, 20__ (which date shall be three (3) Business
Days subsequent to the Business Day of receipt by the Administrative Agent by
11:00 a.m. eastern time of this Loan Request for making a new Facility A Loan to
which the LIBOR Rate Option applies, renewing a Loan to which the LIBOR Rate
Option applies, or converting a Loan to which the Base Rate Option applies to a
Loan to which the LIBOR Rate Option applies).   

2 Such Loan is in the principal amount of U.S. $_____________ or the
principal amount to be renewed or converted is U.S. $_____________ [not to
be less than $1,000,000 and in increments of $100,000 for each Borrowing Tranche
under the LIBOR Rate Option and not less than the lesser of $100,000 or the
maximum amount available for Borrowing Tranches under the Base Rate Option.]
  

3 [Complete blank below if the Borrower is selecting the LIBOR Rate
Option]: Such Loan shall have an Interest Period of [one, two, three, or
six] Month(s):
                                                                  
_______________________________ 

B As of the date hereof and the date of making the above-requested Loan (and
after giving effect thereto): the Borrower performed and complied with all
covenants and conditions of such Persons under the Credit Agreement and the
other Loan Documents; all of the representations and warranties contained in
Section 6 of the Credit Agreement and in the other Loan Documents are true and
correct in all material respects (unless any such representation or warranty is
qualified to materiality, in which case such representation or warranty is true
and correct in all respects), except for representations and warranties made as
of a specified date (which were true and correct in all material respects, as
applicable, as of such date); no Event of Default or Potential Default has
occurred and is continuing or exists; the making of such Loan shall not
contravene any Law applicable to the Borrower, any Subsidiary of the Borrower,
or any Lender; the making of such Loan shall not cause the Revolving Facility
Usage to exceed the Revolving Credit Commitments. 

C. Each of the undersigned hereby irrevocably requests [check one line
below and fill in blank spaces next to the line as appropriate]:   

1                Funds to be deposited into a PNC Bank bank account per our
current standing instructions.  Complete amount of deposit if not full loan
advance amount:                                                          U.S.
$_______________.   

2                Funds to be wired per the following wire instructions: 

U.S. $_________________  Amount of Wire Transfer 

Bank Name:  _____________________ 

ABA:  __________________________ 

Account Number: _________________ 

Account Name: ___________________ 

Reference: _______________________   

3                Funds to be wired per the attached Funds Flow (multiple wire
transfers).   

[SIGNATURE PAGE FOLLOWS] 



[SIGNATURE PAGE 1 OF 1 TO BORROWER LOAN REQUEST]


The Borrower certifies to the Administrative Agent for the benefit of the
Lenders as to the accuracy of the foregoing on ________________, 20___.

   BORROWER: 

INDIANAPOLIS POWER & LIGHT COMPANY   


By:                                                                             
, 

Name:
                                                                         , 

Title:
                                                                            ,








EXHIBIT 2.6(B)  


TRUSTEE LOAN REQUEST  


To:                  
PNC Bank, National Association, as Administrative Agent
                        PNC Firstside
Center

    500 First Avenue, Mail-Stop:  P7-PFSC-05-W

    Pittsburgh, PA  15219

    Telephone No.:  (412) 768-5439

    Telecopier No.:  (412) 705-2006                        

    Attn:  Carrie Ann Gary  

This Advance Request is delivered to you pursuant to Section 2.6(a) of the
Credit Agreement (as it may be amended, restated, modified or supplemented, the
"Credit Agreement"), dated as December 14, 2010, by and among Indianapolis Power
& Light Company, an Indiana corporation (the "Borrower"), the Lenders party
thereto (the "Lenders") and PNC Bank, National Association, as administrative
agent for the Lenders, (the "Administrative Agent").  Capitalized terms shall
have the meanings ascribed to them in the Credit Agreement.

The undersigned certifies to you that it is the duly appointed and acting
Trustee under the Bonds and that it is authorized to submit this Loan Request on
behalf of the Borrower to provide liquidity support for the Bonds.

The undersigned on behalf of the Borrower hereby requests that a Loan be made
in the aggregate principal amount of $__________ on _________, 20__.

As an inducement to the Lenders to make the Loan hereby requested, the
undersigned represents and warrants to the Lenders that all proceeds of the Loan
requested hereby will be used for the purposes permitted by the Credit
Agreement.

Please disburse the proceeds of the Advance requested hereby on the date
specified above as follows:  [include disbursement instructions].

The undersigned agrees that none of the Administrative Agent, the Lenders,
nor any of their directors, officers, employees, agents or affiliates shall have
any liability to the undersigned or any holder of any Bonds arising out of the
Credit Agreement.  Without limiting the generality of the foregoing, the
undersigned acknowledges that it is not an assignee of the rights of the
Borrower under the Credit Agreement nor is the undersigned an intended
beneficiary of the Credit Agreement.

Accordingly, the undersigned has caused this Advance Request to be executed
by its duly authorized officer this _____ day of __________, 20__.

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., not in its individual
capacity, but solely as trustee for the Bonds  




 
EXHIBIT 2.6(C)

SWING LOAN REQUEST



	TO:	PNC Bank, National Association, as Administrative Agent
	 	PNC Firstside Center
	 	500 First Avenue, Mail-Stop:  P7-PFSC-05-W
	 	Pittsburgh, PA 15219
	 	Telephone No.:  (412) 768-5439
	 	Telecopier No.:  (412) 705-2006
	 	Attn:  Carrie Ann Gary
	 	 
	FROM:	Indianapolis Power & Light Company, an Indiana corporation (the "Borrower")
	 	 
	RE:	Credit Agreement (as it may be amended, restated, modified or supplemented, the "Credit Agreement"), dated as December 14, 2010, by and among the Borrower, the
Lenders party thereto and PNC Bank, National Association, as administrative agent for the Lenders, (the "Administrative Agent").





Capitalized terms not otherwise defined herein shall have the respective
meanings given to them by the Agreement. 



Pursuant to Section 2.6(b) of the Agreement, the Borrower hereby makes the
following Swing Loan Request: 



	1.	 	Aggregate principal amount of such Swing Loan (may not be less than $100,000)	U.S. $ _______________
	2.	 	Proposed Borrowing Date(which date shall be on or after the date on which the Administrative Agent receives this Swing Loan Request, with such Swing Loan Request to be received no
later than 12:00 p.m. eastern time on the Borrowing Date)	_______________ 
	3.	 	As of the date thereof and the date of making the above-requested Swing Loan (and after giving
effect thereto): the Borrower has performed and complied with all covenants and
conditions of it under the Credit Agreement and the other Loan Documents; all of
the representations and warranties contained in Section 6 of the Credit
Agreement and in the other Loan Documents are true and correct in all material
respects (unless any such representation or warranty is qualified to
materiality, in which case such representation or warranty is true and correct
in all respects), except for representations and warranties made as of a
specified date (which were true and correct in all material respects, as
applicable, as of such date); no Event of Default or Potential Default has
occurred and is continuing or exists; the making of such Loan shall not
contravene any Law applicable to the Borrower, any Subsidiary of the Borrower,
or any Lender; the making of such Loan shall not exceed the Swing Loan
Commitment or cause the Revolving Facility Usage to exceed the Revolving Credit
Commitments.
	4.	 	Each of the undersigned hereby irrevocably requests [check one line below and fill in blank spaces next to the line as appropriate]:
	  A	____	Funds to be deposited into a PNC Bank account per our current standing instructions.  Complete amount of deposit if not full loan advance
amount:  U.S. $_______________.
	  B	____	Funds to be wired per the following wire instructions:
	 	 	U.S. $_________________  Amount of Wire Transfer
	 	 	Bank Name:  _____________________
	 	 	ABA:  __________________________
	 	 	Account Number: _________________
	 	 	Account Name: ___________________
	 	 	Reference:_______________________
	  C	____	Funds to be wired per the attached Funds Flow (multiple wire transfers).



   


[SIGNATURE PAGE FOLLOWS}






EXHIBIT 8.3   

QUARTERLY COMPLIANCE CERTIFICATE   

This certificate is delivered pursuant to Section 8.3(c) of that certain
Credit Agreement (as it may be amended, restated, modified or supplemented, the
"Credit Agreement"), dated as of December 14, 2010, by and
among the Borrower, the Lenders party thereto and PNC Bank, National
Association, as administrative agent for the Lenders, (the "Administrative
Agent").  Unless otherwise defined herein, terms defined in the Credit
Agreement are used herein with the same meanings. 

The undersigned officer, ______________________, the ___________
[President/Chief Executive Officer/Chief Financial Officer/Vice
President/Controller/Treasurer] of the Borrower, in such capacity does hereby
certify on behalf of the Borrower as of the quarter/year ended
_________________, 20___ (the "Report Date"), as follows: 

(1)               Financial Covenant (Section 8.2.(n)).  As of the Report
Date, the ratio of the Total Debt to Consolidated Total Capitalization of the
Borrower and its Subsidiaries is _________________, which ratio is not greater
than 0.65 to 1.00.  Such ratio shall be computed as shown on the attached
covenant compliance report. 

(2)               Representations, Warranties and Covenants.  The
representations and warranties contained in Section 6 of the Credit Agreement
and in the other Loan Documents are true and correct in all material respects on
and as of the date of this certificate with the same effect as though such
representations and warranties had been made on the date hereof (except
representations and warranties which expressly relate solely to an earlier date
or time), and the Borrowers have performed and complied with all covenants and
conditions of the Credit Agreement. 

(3)               Event of Default or Potential Default.  No Event of Default
or Potential Default exists as of the date hereof.   

 

[SIGNATURE PAGE FOLLOWS]      



 SIGNATURE PAGE 1 OF 1 TO

QUARTERLY COMPLIANCE CERTIFICATE

 IN WITNESS WHEREOF, the undersigned has executed this Certificate this
_____ day of ____________, 20___. 

 

INDIANAPOLIS POWER & LIGHT COMPANY
                                                                        


By:                                                                              
                                                                        


Name:                                                                         
                                                                        


Title:                                                                            
  

Covenant Compliance Report (to be attached)